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Washington County ~ IG180001 ~ Tigard-Washington County FY 2017-18 Minor Decoy IGA
STREET LIGHT COST REIMBURSEMENT AGREEMENT THIS STREET LIGHT COST REIMBURSEMENT AGREEMENT(this"Agreement")is made and entered into on 0 5 ..___�_�� 2017 by and between River Terrace Northwest Homeowners Association, an Oregon nonprofit association (the "Association"), and the City of Tigard, an Oregon municipal corporation(the"City"). Recitals A. The Association is a homeowners association which is responsible for the management, administration, maintenance, protection and preservation of River Terrace Northwest, a planned community located in the City and which currently includes Lots 1 through 215, inclusive, and certain common area tracts, as depicted and described on the Plat of River Terrace Northwest recorded in the official records of Washington County,Oregon on April 11,2016 as Document No.2016-026714. B. The City has jurisdiction over and is responsible for the street lights located on the public streets traversing through and adjoining the River Terrace Northwest planned community. The City contracts with Portland General Electric Company("PGE")for the operation and maintenance of the street lights under the City's jurisdiction and pays PGE a monthly fee for each street light. The amount of the monthly fee varies depending on the type of street light. C. The City allowed for the installation of upgraded decorative street lights on the public streets traversing through and adjoining the River Terrace Northwest planned community on the condition that the Association reimburse the Cityfor the cost difference between the upgraded decorative street lights and the City's standard street lights. 1 The Association is willing to reimburse the City for the cost difference on the terms and conditions set forth in this Agreement since the upgraded decorative street lights improve the aesthetic appearance and visibility of the City's public streets primarily for the benefit and enjoyment of the homeowners within the River Terrace Northwest planned community, which homeowners are the members of the Association. Agreement NOW,THEREFORE,in consideration of the foregoing and the mutual covenants and promises set forth herein, and other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged,the Association and the City hereby agree as follows: 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated herein as a material part of this Agreement. 2. Definitions. The following terms shall have the meanings set forth below when used in this Agreement: 2.1 "Agreement"means this Agreement as the same may be amended from time to time in accordance with its terms. (007U215 ;3) 1 2.2 "Association" means River Terrace Northwest Homeowners Association, an Oregon nonprofit association. 2.3 "Base Fee" means the monthly fee paid by the City to PGE for each Standard Street Light pursuant to the PGE Tariff/Rate Schedule,which as of the date of this Agreement is$13.68. 2.4 "City" means the City of Tigard,an Oregon municipal corporation. 2.5 "Decorative Street light" means a 70-Watt Acorn LED (24 kWh) street light on a 16-foot fluted aluminum pole. 2.6 "PGE" means Portland General Electric Company, an Oregon corporation,or any successor utility company with which the City contracts forthe operation and maintenance of street lights under the jurisdiction of the City. 2.7 "PGE Tariff/Rate Schedule" means the PGE tariff/rate schedule for street and highway lighting as in effect and approved by the Oregon Public Utility Commission from time to time. 2.8 "RTNW Street Lights"has the meaning set forth in Section 3 below. 2.9 "Standard Street UL11 " means a 67-Watt Shoebox LED (23 kWh) street light on 30-foot smooth fiberglass pole. 3. General Description and Location of Street Lights. This Agreement pertains to seventy- seven(77)Decorative Street Lights situated on the public streets traversing through or adjoining the River Terrace Northwest planned community,the general location of which are shown on the attached Exhibit A(the "RTNW Street Lights"). The RTNW Street Lights are an upgrade from the City's Standard Street Lights. 4. Reimbursement Obligation. In consideration of the City approving the installation of the Decorative Street Lights instead of the Standard Street Lights,the Association shall reimburse the City,on a monthly basis,for any fee incurred and paid by the City to PGE pursuant to the PGE Tariff/Rate Schedule forthe RTNW Street Lights in excess of the Base Fee(the"Reimbursement Fee"). The amount of the initial monthly Reimbursement Fee is $899.36 ($11.68 for each RTNW Street, Light, 77 RTNW Street Lights in total). The City shall promptly notify the Association of any rate changes in the PGE Tariff/Rate Schedule and adjust the Reimbursement Fee accordingly. The City shall invoice the Association for the Reimbursement Fee on a monthly basis in arrears. The Reimbursement Fee shall be due and payable within thirty(30)days of the date of the invoice. 5. Remedies. If the Association fails to pay the Reimbursement Fee when due, then, in addition to all other available remedies at law or in equity,the delinquent Reimbursement Fee shall bear interest at a rate of twelve percent(12%) per annum until paid in full. If the Association has not paid the Reimbursement Fee within twenty-five (2S) days following the payment due date, as an additional remedy,the City may suspend the provision of City water service to any customer water accounts in the name of the Association. Prior to the suspension of water service, the City will provide the Association with five (5) days' notice of its intent to suspend water service. If the Association has not paid the {00702153;3} 2 Reimbursement Fee at the conclusion of the five(5)-day notice period,the City may suspend water service to the Association for so long as the Association remains delinquent in the payment of the Reimbursement Fee. 6. Term. This Agreement shall remain in effect for so long as the City retains jurisdiction over the RTNW Street Lights. 7. Notices. All notices, invoices, correspondence or other communications required or provided to be sent by any party to this Agreement shall be in writing with all applicable postage or delivery charges prepaid and shall be sent by: (a) U.S.first-class mail;(b)overnight delivery service;or(c) courier service or hand delivery. All notices shall be deemed to have been given on the earlier of actual delivery or refusal of a party to accept delivery thereof(including a party ignoring attempted delivery). All notices shall be addressed to the party at the address below: If to the Association: River Terrace Northwest Homeowners Association c/o Pinnacle(Attn: Michael Del Gaiso) 1200 NW Naito Parkway,Suite 650 Portland, OR 97209 If to the City: City of T"s and Attn: LL«a��S �cLc�vc'\il� 13125 SW Hall Boulevard Tigard,OR 97223 Any address or name specified above may be changed by notice given to the above addressees by the party making the change in accordance with this Section 7. The inability to deliver any notice because of a changed address of which no notice was given, or rejection or other refusal to accept any notice,shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. Any notice to be given by any party hereto may be given by the counsel for such party. 8. Entire Agreement;Amendments. This Agreement constitutes the entire agreement and understanding between the Association and the City with respect to the subject matter hereof and supersedes all prior understandings, representations or agreements of any kind relating to the subject matter hereof. This Agreement may not he amended, mndifiari, revoked or terminated wyrept by a written instrument executed by the Association and the City, 9. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Agreement or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 10. Attorneys' Fees. If a suit, action, arbitration, or other proceeding of any nature whatsoever, including without limitation, any proceeding under the U.S. Bankruptcy Code, is instituted, or the services of an attorney are retained,to interpret or enforce any provision of this Agreement or with respect to any dispute relating to this Agreement,the prevailing or non-defaulting party shall be entitled {00702153;3} 3 to recover from the losing or defaulting party its attorneys', paralegals',accountants',and other experts' fees and all other fees,costs,and expenses actually incurred in connection therewith(the"Fees"), In the event of a suit, action, arbitration, or other proceeding, the amount of Fees shall be determined by the judge or arbitrator, shall include all costs and expenses incurred on any appeal or review, and shall be in addition to all other amounts provided by law. 11. Governing Law;Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Oregon. Venue shall be in the Circuit Court of Washington County,Oregon. 12, Counterparts; Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Electronic signatures or delivery of copies of manual signatures by facsimile or email shall be sufficient to bind the parties hereto. (Remainder of Page Intentionally Left Blank, Signature Page Follows) ;_z, , 4 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. ASSOCIATION: RIVER TERRACE NORTHWEST HOMEOWNERS ASSOCIATION,an Oregon nonprofit corporation By: _ Sandy Koh, esident CITY: CITY OF TIGARD, an Oregon municipal corporation By• _ T- -" — Name Title: ';s {00702153;3} S 39 140 '141 I. 143 144 145 i4b 147 1T. i49 150 ISt LEGEND: .. ...__ ._ �.__. ..___..._._ STREETLIGHT I [122 137 136 135 13a 133 132 131 _ .1 (TOTAL 01 77 LIGHTS) U124 125 126 127 128 129 130 A- _ LAC IS4— 123 51 50 49 H474 45 }..,® _. ._ 157 N _ 52 -+4 _140. ------ cf) X161 1!d 117 116 115 114 !11 53 43 119 162 121 120 �. 54 42fd3 1 55 41 1665 N 1034 t01 105 106 107 10{ 109 110 111 112 56 _ 4&- jj166 57 311 k _t. ib9 170 58 38 er X..x102 101 too 99 98 97 % 95 94 93 59 37 tJ4 W175 w60 3o- � 4 czi3 )3(. 84 85 86 07 a8 09 90 91 97 61 35 9 3 _ 62 It 8363 184 !_`, 3z Alk W tR 45 `\ it 8t 66X. I Y' 7 eb9 2T \ tq5 61 28 ��9 68 39 tgav cid 26 .. 78 69 30 0 70 25 L02) 1 M 76 T 71 `r 74 } ._..�.... s 22 17 72 ' 111 T 14 201 73 2c, Li 75 74 J){ 2t 16 1 14 LO3 12 7t0 0 f C SCALL o _ Igo 290 1 t+\ I` M R 1 INCH=200 FEET L0 Q EXHIBIT A <' RIVER TERRACE NORTHWEST z STREETLIGHTS WASHINGTON COUNTY �� OREGON June 29, 2018 V Mike Lueck p 'v( � Emergency Manager City of Tigard 13125 SW Hall Blvd. 1 Tigard, OR 97223 Dear Mike, The Intergovernmental Agreement between Washington County and the City of Tigard for the FYI Urban Areas Security Initiative(UASI) grant has been approved by the Board of County Commissioners. Three signed copies of the agreement are enclosed and ready for your signature. Please sign all three copies and return two to my attention. Please contact Scott Porter at (503) 846-7581 or scott_porter(%Lco.washington.or.us if you have questions. Sincerely, Sharon Gray Washington County Emergency Management Administrative Specialist II Washington County Emergency Management 1400 SW Walnut Street, Suite 241, MS 30 - Hillsboro, OR 97123-7620 phone: (503) 846-7575 • fax: (503) 846-7570 website: www.co.washington.or.us 13 t-A.- r�- o(o 17 INTERGOVERNMENTAL AGREEMENT Between WASHINGTON COUNTY, OREGON and THE CITY OF TIGARD, OREGON THIS IS an intergovernmental agreement(Agreement) between Washington County(County) and the city of Tigard (City) entered into pursuant to the authority granted in Oregon Revised Statutes (ORS) Chapter 190 for the coordination of activities related to use of the United States Department of Homeland Security's Urban Areas Security Initiative (UASI)grant program funds for addressing the unique planning, organization, equipment, training, and exercise needs of high-threat, high-density urban areas to assist in building an enhanced and sustainable capacity to prevent, protect against, respond to, and recover from acts of terrorism. Recitals WHEREAS, the United States Department of Homeland Security(DHS), Federal Emergency Management Agency(FEMA) Grant Programs Directorate, provided UASI grant funding in the amount of$2,837,000 in Fiscal Year 2017 to the state of Oregon ("State"), acting by and through the Oregon Military Department, Office of Emergency Management(OEM), for distribution of$2,496,835 to the Portland Urban Area (PUA); and WHEREAS, the State awarded UASI Grant#17-170 to the city of Portland, Bureau of Emergency Management (PBEM), for Fiscal Year 2017 in the amount of $2,496,835, a copy of which is attached to this Agreement and incorporated herein as Attachment 2 and Exhibits A, B, C and D; and WHEREAS, UASI Grant#17-170 is intended to increase the capabilities of the PUA, which includes jurisdictions in Multnomah, Clackamas, Columbia and Washington counties in Oregon and Clark County in Washington, as well as the Port of Portland and TriMet; to build an enhanced and sustainable capacity to prevent, protect against, respond to, and recover from acts of terrorism; and WHEREAS, a list of equipment, supplies, professional services, training and exercise events to be grant funded has been developed through the application process and coordination with the State; and 1 WHEREAS, PBEM, as Grant Administrator, is required to oversee and coordinate the expenditure of the UASI grant funds and has developed procedures to guide the procurement, delivery, and reimbursement processes; and WHEREAS, PBEM, as Grant Administrator, is required to make periodic reports to the State regarding the expenditure of the UASI grant funds and has developed procedures to coordinate the collection and submission of information and documents needed to support the reporting process; and WHEREAS, the city of Portland and all other PUA jurisdictions that receive direct benefit from UASI grant purchases are required to comply with all terms of the U.S. Department of Homeland Security, UASI Grant CFDA# 97.067, Grant#17-170 award including, but not limited to, obligations regarding reporting, access to records, financial tracking and procurement, and supplanting of funds; and WHEREAS, the Regional Disaster Preparedness Organization (RDPO) is the designated organization in the PUA that serves in the capacity of Urban Area Work Group (UAWG)to coordinate program development and decision-making processes for allocating UASI sub-grants, as specified in the "Standard Operating Procedure Urban Areas Security Initiative(UASI) Program Management Under the Regional Disaster Preparedness Organization (RDPO)," (Attachment 3); and WHEREAS, the city of Portland has entered into an agreement with Washington County to secure the County's commitment to follow the city of Portland-developed procurement, delivery, reimbursement, and reporting procedures, to ensure its compliance with all terms of the grant, and to obligate it to coordinate with and obtain similar assurances from directly benefiting jurisdictions, agencies, and organizations within the county. NOW, THEREFORE, the parties agree as follows: 1. The County agrees: a) To coordinate grant-related procurement, reimbursement, and reporting activities with directly benefiting jurisdictions, agencies, and organizations in the county consistent with the processes developed by the city of Portland to manage those activities. b) To serve as the point of contact for all requests made by the City and to be responsible for submitting all purchase requests to the city of Portland on behalf of the City. c) To maintain a sub-recipient monitoring plan in compliance with the requirements set forth in the most recent versions of applicable federal regulations and Office of Management and Budget(OMB) circulars. 2 d) To ensure the City maintains compliance with the terms of this Agreement and UASI Grant#17-170. 2. The City agrees: a) That it has read the award conditions and certifications for UASI Grant #17-170, including Exhibits A, B, C and D, and that it understands and accepts those conditions and certifications, and that it agrees to comply with all the obligations, and be bound by any limitations applicable to the city of Portland, as grantee, under those grant documents. b) To comply with all city of Portland and State financial management processes, and to maintain accounting and financial records in accordance with Generally Accepted Accounting Principles (GAAP)and financial, administrative, and audit requirements as set forth in the most recent versions of the Code of Federal Regulations and Office of Management and Budget circulars. A nonexclusive list of regulations commonly applicable to DHS grants includes: i. Administrative Requirements: 2 CFR 200 (State and Local Governments)and 2 CFR Part 215 (Non-Profit Organizations) ii. Cost Principles: 2 CFR 200 Subpart E iii. Audit Requirements: 2 CFR 200 Subpart F-Audit Requirements c) To comply with all city of Portland and State procurement requirements, including the competitive bid processes as outlined in Portland City Code (PCC) and Oregon Revised Statutes (ORS). A nonexclusive list of codes and statutes commonly applicable to procurement include: i. PCC Chapter 5.33 (Goods and Services) and PCC Chapter 5.68 (Professional, Technical and Expert Service Contracts) ii. ORS 279A(Public Contracting — General Provisions)and ORS 279B (Public Contracting — Public Procurements) d) Any potential conflicts of interest under the federal awarding agency's conflict of interest policies must be disclosed in writing to the County and the city of Portland within five (5) calendar days of discovery including any information regarding measures to eliminate, neutralize, mitigate or otherwise resolve the conflict of interest. e) That all equipment, supplies, and services procured by the City or provided by the city of Portland are as described in the approved grant budget documents, which the City has seen. f) That regardless of how it is procured, all equipment and supplies purchased shall be owned by the City until disposition takes place. The 3 City shall be responsible for inventory tracking, maintenance and storage while in possession of such equipment and supplies. g) That regardless of who the owner is, all equipment purchased with grant funds will be made available to all eligible regional partners per 44 CFR 13.32(c)(2). All reasonable requests must be met when sufficient notice is given and no reasonable conflict exists. Owners may not charge "rental" fees for equipment, but may seek reimbursement for normal expendables (not already covered by grant funds) such as fuel, vehicle damage, maintenance for wear and tear, etc., when appropriate. h) To comply with all property and equipment tracking and monitoring processes required by the grants, this Agreement, the city of Portland and the State and to treat all single items of equipment valued over $5,000 as fixed assets and provide the city of Portland with a list of such equipment on a biennial basis, using PBEM's Equipment Inventory Report, and completing and returning the report to PBEM on or before June 30 of the reporting year. The list should include, but is not limited to, status and condition, asset number, funding source(including federal award identification number), who holds the title, date of purchase and cost, equipment description, serial number, location where the equipment is housed or stored, and disposition information (date of disposal and sale price of the property). Additionally, all fixed assets must have a sticker affixed that visibly states: "Purchased with funds provided by the U.S. Department of Homeland Security." All requirements for the tracking, monitoring, disposition, and transfer of fixed assets are set forth in 2 CFR 200.313, which can be found here: htti)://www.ecfr.gov/cgi- bi n/retrieve ECFR?qo=&SID=8d 75f90044e30262070fe0bc233c337f&mc=tr ue&n=ot2.1.200&r=PART&ty=HTML# too The City shall maintain and store all equipment and supplies, provided or purchased, in a manner that will keep it safe, prolong its useful life and ensure it is in good working condition at all times. i) That any request or invoice it submits for reimbursement of costs is consistent with the items identified in the approved grant budget documents and includes proper documentation. j) That it understands and accepts full financial responsibility and may not be reimbursed for costs incurred which have not been approved by the State and/or the U.S. Department of.Homeland Security, FEMA Grant Programs Directorate. k) That it will not deviate from the items listed in the approved grant budget documents without first securing written approval from the city of Portland. 4 I) That it shall return to the city of Portland, within (fifteen) 15 days after the city's written request, any funds disbursed under this Agreement that, in the city of Portland's sole judgment, are spent in violation of the provisions of this Agreement. m) That all publications created with funding under this grant shall prominently contain the following statement: "This document was prepared under a grant from FEMA's Grant Programs Directorate, U.S. Department of Homeland Security. Points of view or opinions expressed in this document are those of the authors and do not necessarily represent the official position or policies of FEMA's Grant Programs Directorate or the U.S. Department of Homeland Security." n) That all financial records, supporting documentation and all other records pertinent to this grant or agreements under this grant shall be retained by the City following termination, completion or expiration of this Agreement for purposes of state of Oregon or federal examination and audit, as established by federal, state or city of Portland retention schedules (whichever is longer). Currently, the city of Portland's retention requirement for these documents is 10 years after closeout unless a longer period is specified elsewhere in this Agreement. A nonexclusive list of codes and statutes commonly applicable to retention include: L City of Portland Retention Schedules, Section 4808 http://www.portlandonline.com/auditor/index.cfm?c=27183&a=7949 ii. OAR 166-200-0050(17) iii. 2 CFR 200.333-337 o) To obtain a copy of 2 CFR 200 Subparts A-F, and to apprise itself of all rules and regulations set forth. p) Not to supplant its local funds with federal funds but rather to use the federal funds to increase the amount of funds that, in the absence of federal aid, would be made available to fund programs within the UASI grant program guidelines. q) To comply with National Incident Management System (NIMS) objectives identified as requirements by the State and certify that the City and any sub-'recipients of the City are registered with the State as being NIMS compliant. r) To comply with all applicable federal, state, and local environmental and historic preservation (EHP) requirements and provide information requested to ensure compliance with applicable laws. 5 s) To comply with federal guidelines (2 CFR 200.213) concerning exclusions for contractors and sub-recipients by verifying that a contractor or sub- recipient is not excluded from receiving federal funds prior to making any expenditures and maintaining a record of verification. Currently, verification can be made at the System for Award Management site — www.sam.g.ov. A copy of the verification report from the site must be submitted to the city of Portland as part of the documents required for reimbursement requests. t) To provide timely compliance with all reporting obligations required by the grant's terms and the city of Portland. u) To provide the city of Portland and the County with Performance and Program Reports, Financial Reimbursement Reports, Asset/ Inventory Reports and Audit Reports when required by the city of Portland and in the form required by the city of Portland. i. Performance Reports are due to the city of Portland and the County on a quarterly basis: April 15, July 15,October 15, and January 15 during the term of the grant agreement. Late Performance Reports could result in the suspension and/or termination of the grant. ii. Asset/ Inventory Reports are due to the city of Portland and the County on a biennial basis, on June 30 every two years. iii. Results of the City's audit report that comply with 2 CFR 200 are due to the city of Portland and the County fifteen (15) days after the City's receipt of the report, along with a corrective action plan (if applicable). Agencies expending $750,000 or more in federal awards during their fiscal year are required to have an audit. 2 CFR 200.21 (including Subpart F and Appendix XI audit requirements can be found here: httg://www.ecfr.gov/cqi- bin/retrieveECFR?gn=&SID=8d75f90044e30262070fe0bc233c337f&m c=true&n=pt2.1.200&r=PART&ty=HTML# top iv. Financial Reimbursement Reports are due no less frequently than quarterly during the term of the grant agreement. Late Financial Reimbursement Reports could result in the suspension and/or termination of the grant. V. Per UASI Grant#17-170, Section 5b, Financial Reimbursement Reports, Paragraph ii, reimbursement for expenses will be withheld if Performance Reports are not submitted by the specified dates or are incomplete. v) To follow the travel expense and per diem guidelines as set forth by the U.S. General Services Administration (GSA) as well as the guidelines of the city of Portland and State. Per UASI Grant#17-170, Section 5b, Financial Reimbursement Reports, Paragraph iii, reimbursement rates for 6 travel expenses shall not exceed those allowed by the state of Oregon. Requests for reimbursement for travel must be supported with a detailed statement identifying the person who traveled, the purpose of the travel, the dates, times, and places of travel, and the actual expenses or authorized rates incurred. GSA per diem rates can be found on the GSA website: hLttp://www.g_qa.�aqv/portal/content/l 04877 The city of Portland's guidelines can be found on the Office of the City Auditor's website- BCP-FIN-6.13 Travel: httr://www.iDortlandonline.com/auditor/index.cfm?c=34747&a=160271 BCP-FIN-6.14 Non-travel Meals, Light Refreshments and Related Miscellaneous Expenses: http://www.portlandonfine.com/auditor/index.cfm?&a=160283&c=34747 w) To maintain a list of all sub-recipients of the City, and ensure that the entities on that list are in compliance with the terms of this Agreement, including Attachment 1, Attachment 2 with Exhibits A, B, C and D, and Attachment 3. The list of sub-recipients shall be made available to the County and the city of Portland by the City upon execution of this Agreement, and the City shall immediately inform the County and the city of Portland of any changes to the list. If the City's sub-recipient is a government entity, then the City must have an intergovernmental agreement in place with them and a copy of said agreement must be sent to the County and the city of Portland. The City shall not enter into any sub-recipient agreement without prior written consent of the County and the city of Portland. County and city of Portland consent to any sub- recipient agreement shall not relieve the City of any of its duties or obligations under this Agreement. Payment under the terms of this Agreement will be made to the City and sub-recipients have no right to payment directly from the County or the city of Portland. The City is solely responsible for paying its sub-recipients and nothing contained herein shall create or be construed to create any contractual relationship between any sub-recipient and the County or the city of Portland. All sub- recipient agreements, whether negotiated or competitively bid and without regard to dollar value, shall be conducted in a manner that encourages fair and open competition and use small, minority, or women-owned or disadvantaged businesses to the extent practicable. The City agrees to include all relevant provisions of this Agreement in all sub-recipient agreements entered into as part of the activities undertaken in furtherance of this Agreement and will take appropriate action pursuant to any sub- 7 recipient agreement upon a finding that the sub-recipient is in violation of regulations issued by any federal agency. x) To develop a sub-recipient monitoring plan that shall be in compliance with the requirements set forth in the most recent versions of applicable CFR and OMB Circulars. y) To comply with all applicable laws, regulations, program guidance and guidelines of the Federal Government, the state of Oregon, and OEM in the performance of this Agreement, including but not limited to those listed in UASI Grant#17-170, Attachment 2, Exhibit B, Federal Requirements and Certifications, Exhibit C, Subagreement Insurance Requirements, and Exhibit D, Information Required by 2 CFR 200.331(a). z) To comply with all of its obligations under this Agreement and any applicable, incorporated document or documents. 3. Effective Date and Duration. This Agreement shall be effective on the date both parties have signed and shall be terminated upon the end date of the agreement between the city of Portland and the State(Grant#17-170), unless otherwise extended by the parties in writing or this IGA is terminated due to failure of one of the parties to perform. 4. Amendment. This Agreement may be modified or amended only by the written agreement of both parties but must remain consistent with the requirements of the UASI program grant, the agreement between the State and the city of Portland, and the city of Portland's UASI grant agreement with the County. 5. Termination. Either party may terminate this Agreement in the event the other fails to comply with its obligations under the Agreement. If the Agreement is terminated due to the City's failure or inability to comply with the provisions of the grant or the Agreement, the City will be liable to the city of Portland for the full cost of any equipment, materials, or services provided by the city of Portland to the City, and any penalties imposed by the State or Federal Government. Each party will notify the other, in writing, of its intention to terminate this Agreement and the reasons therefore. The other party shall have fourteen days, or such other time as the parties may agree, from the date of the notice in which to correct or otherwise address the compliance failure which is the subject of the notice. 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State, without regard to principles of conflicts of law. Any claim, action, suit or proceeding that arises from or relates to this Agreement shall be brought and conducted exclusively within the Circuit Court of Washington County for the state of Oregon. In the event a claim is brought in a 8 federal forum, then it shall be brought and conducted solely and exclusively in the United States District Court for the District of Oregon. 7. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument. 8. Survival. The terms, conditions, representations, and all warranties in this Agreement shall survive the termination or expiration of this Agreement. 9. Force Majeure. Neither party shall be held responsible for delay or default caused by fire, riot, acts of God, or war where such cause was beyond reasonable control. Each party shall make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligations under this Agreement. 10.Indemnification. a) Subject to the conditions and limitations of the Oregon Constitutionand the Oregon Tort Claims Act, ORS 30.260 through 30.300, the City shall indemnify, defend and hold harmless the County, its commissioners, .employees and agents from and against any and all liability, claims, damages, losses, and expenses, including but not limited to reasonable attorney's fees arising out of or resulting from the acts of the City, its officers, employees and agents in the performance of this Agreement. Subject to the conditions and limitations of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, the County shall indemnify, defend and hold harmless the City from and against all liability, loss and costs arising out of or resulting from the acts of the County, its officers, employees and agents in the performance of this agreement. b) The City shall take all reasonable steps to cause its contractor(s)or subcontractor(s)that are not units of local government as defined in ORS 190.003, if any, to indemnify, defend, save and hold harmless OEM, the city of Portland, the County, and their officers, employees and agents ("Indemnitee")from and against any and all claims, actions, liabilities, damages, losses, or expenses (including attorneys' fees) arising from a tort(as now or hereafter defined in ORS 30.260) caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of the City's contractor or any of the officers, agents, employees or subcontractors of the contractor("Claims"). 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 the contractor from and against any and all Claims 9 c) The City shall require its contractor(s) or subcontractor(s)to obtain insurance in amounts required by OEM, not to exceed OEM's limits of liability under the Oregon Tort Claims Act, and shall provide that the state of Oregon, OEM, the city of Portland, and the County, and their officers, employees and members, are named as Additional Insureds, but only with respect to the contractor's or subcontractor's services performed under this grant. 11.Third Party Beneficiaries. The County and the City are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, or is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such persons are individually identified by name herein. 12.Successors in Interest. The terms of this Agreement shall be binding upon the successors and assigns of each party hereto. 13.Entire Agreement. The parties agree and acknowledge that this Agreement is a complete, integrated agreement that supersedes any prior understandings related to implementation of the FY 2017 UASI program grant(Grant#17-170) and that it is the entire agreement between them relative to that grant. 14.No Waiver of Claims. The failure to enforce any provision of this Agreement shall not constitute a waiver by the County or the city of Portland of that or any other provision. 15.Severability. If any clause, sentence or any other portion of the terms and conditions of this Agreement becomes illegal, null or void for any reason, the remaining portions will remain in full force and effect to the fullest extent permitted by law. 16.Lobbying. The City certifies through execution of the Certification Regarding Lobbying (Attachment 1, Section II) that none of the funds provided under this Agreement will be used to pay any person to influence, or attempt 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 any federal action concerning the award. 17.Mandatory Disclosures. The City must immediately notify the County and the city of Portland in writing of all violations of local, state and federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the funds under this Agreement as provided in 2 CFR 200.113. 18.Workers' Compensation. Each party shall be responsible for providing workers' compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage 10 for all their subject workers (contractors with one or more employees, unless exempt under ORS 656.027). Neither party shall be required to provide or show proof of any other insurance coverage. 19.Nondiscrimination. Each party shall comply with all requirements of federal and state civil rights and rehabilitation statutes and local non-discrimination ordinances. 20.Human Trafficking (2 CFR Part 175). If funding is provided to a private entity, the private entity, its employees, contractors and sub-recipients under this Agreement and their respective employees may not: o Engage in severe forms of trafficking in persons during the period of time the award is in effect; o Procure a commercial sex act during the period of time the award is in effect; or o Use forced labor in the performance of the sub-grant or sub-grants under the award. The City must inform the County, the city of Portland, and OEM immediately of any information the City receives from any source alleging a violation of any of the above prohibitions in the terms of this Agreement. OEM may terminate Grant #17-170, without penalty, for violation of these provisions. OEM's right to terminate Grant#17-170 unilaterally, without penalty, is in addition to all other remedies under Grant#17-170. The City must include these requirements in any sub-grant made to public or private entities. 21.Access to Records. The City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles ("GAAP"). In addition, the City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document its performance. Each party shall maintain, and shall have access to the books, documents, papers, and other records of the other party which are related to this Agreement for the purpose of making audit, examination, excerpts, and transcripts. Copies of applicable records shall be made available upon request. Access to records for the County, city of Portland, Oregon Emergency Management(OEM), Oregon Secretary of State, Office of the Comptroller, General Accounting Office(GAO), or any of their authorized representatives, shall not be limited to the required retention period but shall last as long as records are retained. The City is required to retain the records relating to this Agreement in compliance with the schedules and requirements of 2 CFR 200.333 through 200.337. 22.Subcontracts and Assignment. Notwithstanding any goods or services the City procures using UASI grant funds received under this Agreement, neither party will subcontract or assign any part of this Agreement without the prior written consent of the other party. Notwithstanding County or city of Portland 11 approval of a subcontractor, the City shall remain obligated for full performance hereunder, and the County and city of Portland shall incur no obligation other than their obligations to the City hereunder. Washington County - Date Andy MY&Chairman Board of Commisisionea APPROVED AS TO FORM _ 9 Date Attorney AYYROVED WASHINGTON COUN.-Y BOARD OF COMMISSI��OyyNERS MINUTE ORDER # ......� .�.d....f.................o City of Tigard DATE ................. 1k;:.7.-(0-.:...�.©....1.�.......w. :Y .............. :.... ....M. ..� C:XM OF THE BO:. Date Zca l P APPROVED AS TO FORM Date ���� I Attorney' 12 Attachment 1 - Other Certifications I. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION - LOWER TIER COVERED TRANSACTION This certification is required by the regulations implementing Executive Orders 12549 and 12689 and 2 CFR 180. By signing and submitting this Agreement,the City certifies as follows: The certification in this clause is a material representation of fact relied upon by the County and city of Portland. If it is later determined that the City knowingly rendered an erroneous certification,in addition to remedies available to the County and city of Portland,the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The City agrees to comply with the requirements throughout the period of this Agreement. The City further agrees to include a provision requiring such compliance in its lower tier covered transactions. Signature Name Title L/i ti rl I�1 �1E—'J-t✓� Organization Date 13 II. CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans and Cooperative Agreements The undersigned City representative 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 making lobbying contacts to 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[as amended by"Government wide Guidance for New Restrictions on Lobbying,"61 Fed. Reg. 1413(1/19/96). Note: Language in paragraph(2)herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995(P.L. 104-65,to be codified at 2 U.S.C. 1601, et seq.)] 3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers(including subcontracts,sub-grants, and contracts under grants, loans,and cooperative agreements)and that all sub-recipients 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 31, U.S.C. § 1352(as amended by the Lobbying Disclosure Act of 1995).Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than$100,000.00 for each such failure. Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than$10,000.00 and not more than $100,000.00 for each such expenditure or failure. The city of Tigard certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the City understands and agrees that the provisions of 31 U.S.C.A 3801, et seq., apply to this certification and disclosure, if any. Signature of City's Authorized Official Name(Printed) Title Date 14 III. Sub-recipient Insurance The City shall obtain and maintain in full force at its expense, throughout the duration of the Agreement and any extension periods,the required insurance identified below. The city of Portland reserves the right to require additional insurance coverage as required by statutory or legal changes to the maximum liability that may be imposed on Oregon cities during the term of this Agreement. In lieu of filing the certificate of insurance required herein, the City, as a public body, may furnish a declaration that it is self-insured for public liability and property damage for a minimum of the amounts set forth in ORS 30.272 and 30.273. 1. Workers' Compensation Insurance: The City,'its contractors and all employers working under this Agreement shall comply with ORS Chapter 656 and as it may be amended from time to time. Unless exempt under ORS Chapter 656, the City, its contractors and any employers working under this Agreement shall maintain coverage for all subject workers. 2. Commercial General Liability Insurance: The City shall have commercial general liability insurance covering bodily injury, personal injury, property damage, including coverage for independent contractor's protection (required if any work will be subcontracted), premises/operations, contractual liability, products and completed operations, in a per occurrence limit of not less than $1,000,000, and aggregate limit of not less than $2,000,000. 3. Automobile Liability Insurance: The City shall have automobile liability insurance with coverage of not less than $1,000,000 each accident. The insurance shall include coverage for any auto or all owned, scheduled, hired, and non-owned autos. This coverage may be combined with the commercial general liability insurance policy. 4. Additional Insured:The liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers' Compensation where applicable, shall be without prejudice to coverage otherwise existing, and shall name the County and the city of Portland and their officers, agents and employees as Additional Insureds, with respect to the City's or its contractor's activities to be performed or services to be provided. The City shall provide proof of Additional Insured coverage in the form of an Additional Insured endorsement form or a policy coverage document acceptable to the County and city of Portland. Coverage shall be primary and non-contributory with any other insurance and self-insurance. Notwithstanding the naming of additional insureds, the insurance shall protect each additional insured in the same manner as though a separate policy had been issued to each, but nothing herein shall operate to increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for.which the insurer would have been liable if only one person or interest had been named as insured. 5. Continuous Coverage: Notice of Cancellation: The City shall maintain continuous, uninterrupted coverage for the duration of the Agreement. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or non-renewal of coverage without thirty(30)days written notice from the City to the County and city of Portland. If the insurance is canceled or terminated prior to termination of the Agreement, the City shall immediately notify the County and the city of Portland and provide a new policy with the same terms. Any failure to comply with this clause shall constitute a material breach of the Agreement and shall be grounds for its immediate termination. 6. Proof of Insurance: The City shall provide proof of insurance through acceptable certificate(s) of insurance, along with applicable additional ensured endorsements, to the County and city of Portland at execution of the Agreement and prior to any commencement of work or delivery of goods or services under the Agreement or initial payment of grant funds. The certificate(s)will specify all of the parties who are endorsed on the policy as Additional Insureds (or Loss Payees). Insurance coverages required under this Agreement shall be obtained from insurance companies acceptable to the County and city of Portland. The City shall pay for all deductibles and premium from its non-grant funds. The County and city of Portland reserve the right to require, at any time, complete and certified copies of the required insurance policies evidencing the coverage required. 15 ATTACHMENT 2 OREGON MILITARY DEPARTMENT OFFICE OF EMERGENCY MANAGEMENT HOMELAND SECURITY GRANT PROGRAM URBAN AREA SECURITY INITIATIVE CFDA #97.067 CITY OF PORTLAND $2,496,835 Grant No: 17-170 This Agreement is made and entered into by and between the State of Oregon,acting by and through the Oregon Military Department,Office of Emergency Management,hereinafter referred to as"OEM,"and the City of Portland,hereinafter referred to as"Subrecipient,"and collectively referred to as the "Parties." 1. Effective Date. This Agreement shall become effective on the date this Agreement is fully executed and approved as required by applicable law. Reimbursements will be made for Project Costs incurred beginning on October 1,2017 and ending,unless otherwise terminated or extended,on May 31,2020 (Expiration Date). No Grant Funds are available for expenditures after the Expiration Date. OEM's obligation to disburse Grant Funds under this Agreement shall end as provided in Section 6.b.iv of this Agreement. 2. Agreement Documents. This Agreement consists of this document and the following documents,all of which are attached hereto and incorporated herein by reference: Exhibit A: Project Description and Budget Exhibit B: Federal Requirements and Certifications Exhibit C: Subcontractor Insurance Exhibit D: Information required by 2 CFR 200.331(a) In the event of a conflict between two or more of the documents comprising this Agreement,the language in the document with the highest precedence shall control. The precedence of each of the documents comprising this Agreement is as follows,listed from highest precedence to lowest precedence: Exhibit B;this Agreement without Exhibits;Exhibit A;Exhibit C. 3. Grant Funds. In accordance with the terms and conditions of this Agreement, OEM shall provide Subrecipient an amount not to exceed$2,496,835 in Grant Funds for eligible costs described in Section 6 hereof. Grant Funds for this Program will be from the Fiscal Year 2017 Urban Area Security Initiative(UASI)grant. 4. Project. The Grant Funds shall be used solely for the Project described in Exhibit A and shall not be used for any other purpose. No Grant Funds will be disbursed for any changes to the Project unless such changes are approved by OEM by amendment pursuant to Section 1 L.d hereof. 5. Reports. Failure of Subrecipient to submit the required program, financial, or audit reports,or to resolve program, financial,or audit issues may result in the suspension of grant payments, termination of this Agreement,or both. 1 a. Performance Reports. i. Subrecipient agrees to submit performance reports,using a form provided by OEM,on its progress in meeting each of the agreed upon milestones. The narrative reports will address specific information regarding the activities carried out under the FY 2017 Urban Area Security Initiative program. I Reports are due to OEM on or before the 30th day of the month following each subsequent calendar quarter(ending on March 31,June 30,September 30,and December 31). iii. Subrecipient may request from OEM prior written approval to extend a performance report requirement past its due date. OEM,in its sole discretion,may approve or reject the request. b. Financial Reimbursement Reports. i. To receive reimbursement,Subrecipient must submit a signed Request for Reimbursement (RFR),using a form provided by OEM that includes supporting documentation for all grant expenditures.RFRs may be submitted monthly but no less frequently than quarterly during the term of this Agreement. At a minimum,RFRs must be submitted on or before 30 days following each subsequent calendar quarter(ending on March 31,June 30,September 30,and December 31),and a final RFR must be submitted no later than 30 days following the end of the grant period. ii. Reimbursements for expenses will be withheld if performance reports are not submitted by the specified dates or are incomplete. iii. Reimbursement rates for travel expenses shall not exceed those allowed by the State of Oregon. Requests for reimbursement for travel must be supported with a detailed statement identifying the person who traveled,the purpose of the travel,the dates,times,and places of travel,and the actual expenses or authorized rates incurred. iv. Reimbursements will only be made for actual expenses incurred during the Grant Award Period provided in Section 1. Subrecipient agrees that no grant may be used for expenses incurred before or after the Grant Award Period. 6. Disbursement and Recovery of Grant Funds. a. Disbursement Generally. OEM shall reimburse eligible costs incurred in carrying out the Project,up to the Grant Fund amount provided in Section 3. Reimbursements shall be made by OEM upon approval by OEM of an RFR. Eligible costs are the reasonable and necessary costs incurred by Subrecipient for the Project, in accordance with the Urban Area Security Initiative program guidance and application materials,including without limitation the United States Department of Homeland Security Notice of Funding Opportunity(NOFO),that are not excluded from reimbursement by OEM,either by this Agreement or by exclusion as a result of financial review or audit. The guidance,application materials and NOFO are available at http://www.oreiZon.gov/oem/emresources/Grants/Pas,es/1-ISGP.as) . b. Conditions Precedent to Disbursement. OEM's obligation to disburse Grant Funds to Subrecipient is subject to satisfaction,with respect to each disbursement,of each of the following conditions precedent: i. OEM has received funding,appropriations,limitations,allotments or other expenditure authority sufficient to allow OEM,in the exercise of its reasonable administrative discretion, to make the disbursement. 2 ii. Subrecipient is in compliance with the terms of this Agreement including,without limitation, Exhibit B and the requirements incorporated by reference in Exhibit B. iii. Subrecipient's representations and warranties set forth in Section 7 hereof are true and correct on the date of disbursement with the same effect as though made on the date of disbursement. iv. Subrecipient has provided to OEM a RFR in accordance with Section 5.b of this Agreement. c. Recovery of Grant Funds. Any funds disbursed to Subrecipient under this Agreement that are expended in violation or contravention of one or more of the provisions of this Agreement ("Misexpended Funds")or that remain unexpended on the earlier of termination or expiration of this Agreement("Unexpended Funds")must be returned to OEM. Subrecipient shall return all Misexpended Funds to OEM promptly after OEM's written demand and no later than 15 days after OEM's written demand. 7. Representations and Warranties of Subrecipient. Subrecipient represents and warrants to OEM as follows: a. Organization and Authority. Subrecipient is a political subdivision of the State of Oregon and is eligible to receive the Grant Funds. Subrecipient has full power,authority,and legal right to make this Agreement and to incur and perform its obligations hereunder,and the making and performance by Subrecipient of this Agreement(1)have been duly authorized by all necessary action of Subrecipient and(2)do not and will not violate any provision of any applicable law,rule, regulation,or order of any court,regulatory commission,board,or other administrative agency, (3)do not and will not result in the breach oty or constitute a default or require any consent under any other agreement or instrument to which Subrecipient is a party or by which Subrecipient or any of its properties may be bound or affected. No authorization,consent,license,approval of, filing or registration with or notification to any governmental body or regulatory or supervisory authority is required for the execution,delivery or performance by Subrecipient of this Agreement. b. Binding Obligation. This Agreement has been duly executed and delivered by Subrecipient and constitutes a legal,valid and binding obligation of Subrecipient,enforceable in accordance with its terms subject to the laws of bankruptcy,insolvency,or other similar laws affecting the enforcement of creditors' rights generally. c. No Solicitation. Subrecipient's officers,employees,and agents shall neither solicit nor accept gratuities,favors,or any item of monetary value from contractors,potential contractors,or parties to subagreements.No member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or any benefit arising therefrom. d. NIMS Compliance. By accepting FY 2017 funds,Subrecipient certifies that it has met National Incident Management System(NIMS)compliance activities outlined in the Oregon NIMS Requirements located through OEM at http://www.oreuon. ov/oem/emresources/P1ans�Assessments/Pages/NIMS.aspx. The warranties set forth in this section are in addition to,and not in lieu of,any other warranties set forth in this Agreement or implied by law. 8. Records Maintenance and Access; Audit. a. Records,Access to Records and Facilities. Subrecipient shall make and retain proper and complete books of record and account and maintain all fiscal records related to this Agreement and the Project in accordance with all applicable generally accepted accounting principles, 3 generally accepted governmental auditing standards and state minimum standards for audits of municipal corporations. Subrecipient acknowledges and agrees,and Subrecipient will require its contractors,subcontractors,sub-recipients(collectively hereafter"contractors"),successors, transferees,and assignees to acknowledge and agree,to provide OEM,Oregon Secretary of State (Secretary),Office of Inspector General(OIG),Department of Homeland Security(DHS),Federal Emergency Management Agency(FEMA),or any of their authorized representatives,access to records,accounts,documents, information,facilities,and staff. Subrecipient and its contractors must cooperate with any compliance review or complaint investigation by any of the above listed agencies,providing them access to and the right to examine and 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 may be necessary. The right of access is not limited to the required retention period but shall last as long as the records are retained. b. Retention of Records. Subrecipient shall retain and keep accessible all books,documents, papers,and records that are directly related to this Agreement,the Grant Funds or the Project for until the latest of(a)six years following termination,completion or expiration of this Agreement, (b)upon resolution of any litigation or other disputes related to this Agreement,or(c)as required by 2 CFR 200.333. It is the responsibility of Subrecipient to obtain a copy of 2 CFR Part 200,and to apprise itself of all rules and regulations set forth. c. Audits. i. If Subrecipient expends$750,000 or more in Federal funds(from all sources)in its fiscal year, Subrecipient shall have a single organization-wide audit conducted in accordance with the provisions of 2 CFR 200 Subpart F. Copies of all audits must be submitted to OEM within 30 days of completion. If Subrecipient expends less than$750,000 in its fiscal year in Federal funds,Subrecipient is exempt from Federal audit requirements for that year. Records must be available for review or audit by appropriate officials as provided in Section 8.a.herein. ii. Audit costs for audits not required in accordance with 2 CFR 200 Subpart F are unallowable. If Subrecipient did not expend$750,000 or more in Federal funds in its fiscal year,but contracted with a certified public accountant to perform an audit,costs for performance of that audit shall not be charged to the grant. iii. Subrecipient shall save,protect and hold harmless the OEM from the cost of any audits or special investigations performed by the Secretary or any federal agency with respect to the funds expended under this Agreement. Subrecipient acknowledges and agrees that any audit costs incurred by Subrecipient as a result of allegations of fraud,waste or abuse are ineligible for reimbursement under this or any other agreement between Subrecipient and the State of Oregon. 9. Subrecipient Procurements; Property and Equipment Management and Records; Subcontractor Indemnity and Insurance a. Subagreements. Subrecipient may enter into agreements(hereafter"subagreements")for performance of the Project. Subrecipient shall use its own procurement procedures and regulations,provided that the procurement conforms to applicable Federal and State law (including without limitation ORS chapters 279A,279B,279C,and that for contracts for more than$150,000,the contract shall address administrative,contractual or legal remedies for violation or breach of contract terms and provide for sanctions and penalties as appropriate,and for contracts for more than$10,000 address termination for cause or for convenience including the manner in which termination will be effected and the basis for settlement). 4 i. Subrecipient shall provide to OEM copies of all Requests for Proposals or other solicitations for procurements anticipated to be for$100,000 or more and to provide to OEM,upon request by OEM,such documents for procurements for less than$100,000. Subrecipient shall include with its RFR a list of all procurements issued during the period covered by the report. ii. All subagreements,whether negotiated or competitively bid and without regard to dollar value, shall be conducted in a manner that encourages fair and open competition to the maximum practical extent possible.All sole-source procurements in excess of$100,000 must receive prior written approval from OEM in addition to any other approvals required by law applicable to Subrecipient. Justification for sole-source procurement in excess of$100,000 should include a description of the program and what is being contracted for,an explanation of why it is necessary to contract noncompetitively,time constraints and any other pertinent information. Interagency agreements between units of government are excluded from this provision. iii. Subrecipient shall be alert to organizational conflicts of interest or non-competitive practices among contractors that may restrict or eliminate competition or otherwise restrain trade. Contractors that develop or draft specifications,requirements,statements of work,or Requests for Proposals(RFP)for a proposed procurement shall be excluded from bidding or submitting a proposal to compete for the award of such procurement.Any request for exemption must be submitted in writing to OEM. iv. Subrecipient agrees that,to the extent it uses contractors,such contractors shall use small, minority,women-owned or disadvantaged business concerns and contractors or subcontractors to the extent practicable. b. Purchases and Management of Property and Equipment;Records. Subrecipient agrees to comply with all applicable federal requirements referenced in Exhibit B,Section II.C.I to this Agreement and procedures for managing and maintaining records of all purchases of property and equipment will,at a minimum,meet the following requirements: i. All property and equipment purchased under this agreement,whether by Subrecipient or a contractor,will be conducted in a manner providing full and open competition and in accordance with all applicable procurement requirements, including without limitation ORS chapters 279A,279B,279C,and purchases shall be recorded and maintained in Subrecipient's property or equipment inventory system. ii. Subrecipient's property and equipment records shall include: a description of the property or equipment;the manufacturer's serial number,model number,or other identification number, the source of the property or equipment,including the Catalog of Federal Domestic Assistance (CFDA)number;name of person or entity holding title to the property or equipment;the acquisition date;cost and percentage of Federal participation in the cost;the location,use and condition of the property or equipment;and any ultimate disposition data including the date of disposal and sale price of the property or equipment. iii.A physical inventory of the property and equipment must be taken and the results reconciled with the property and equipment records at least once every two years. iv. Subrecipient must develop a control system to ensure adequate safeguards to prevent loss, damage,or theft of the property and equipment. Subrecipient shall investigate any loss, damage,or theft and shall provide the results of the investigation to OEM upon request. v. Subrecipient must develop,or require its contractors to develop,adequate maintenance procedures to keep the property and equipment in good condition. S vi. If Subrecipient is authorized to sell the property or equipment,proper sales procedures must be established to ensure the highest possible return. vii. Subrecipient agrees to comply with 2 CFR 200.313 pertaining to use and disposal of equipment purchased with Grant Funds,including when original or replacement equipment acquired with Grant Funds is no longer needed for the original project or program or for other activities currently or previously supported by a Federal agency. viii. Subrecipient shall require its contractors to use property and equipment management requirements that meet or exceed the requirements provided herein applicable to all property and equipment purchased with Grant Funds. ix. Subrecipient shall,and shall require its contractors to,retain,the records described in this Section 9.b. for a period of six years from the date of the disposition or replacement or transfer at the discretion of OEM. Title to all property and equipment purchased with Grant Funds shall vest in Subrecipient if Subrecipient provides written certification to OEM that it will use the property and equipment for purposes consistent with the State Homeland Security Program. c. Subagreement indemnity;insurance. Subrecipient's subagreement(s)shall require the other party to such subagreements(s)that is not a unit of local government as defined in ORS 190.003,if any,to indemnify,defend,save and hold harmless OEM and its officers,employees and agents from and against any and all claims,actions,liabilities,damages,losses,or expenses,including attorneys' fees,arising from a tort,as now or hereafter defined in ORS 30.260,caused,or alleged to be caused,in whole or in part,by the negligent or willful acts or omissions of the other party to Subrecipient's subagreement or any of such party's officers,agents,employees or subcontractors ("Claims'J.It is the specific intention of the Parties that OEM shall, in all instances,except for Claims arising solely from the negligent or willful acts or omissions of OEM,be indemnified by the other party to Subrecipient's subagreement(s)from and against any and all Claims. Any such indemnification shall also provide that neither Subrecipient's contractor(s)nor any attorney engaged by Subrecipient's contractor(s)shall defend any claim in the name of OEM or any agency of the State of Oregon(collectively"State"),nor purport to act as legal representative of the State or any of its agencies,without the prior written consent of the Oregon Attorney General.The State may,at any time at its election,assume its own defense and settlement in the event that it determines that Subrecipient's contractor is prohibited from defending State or that Subrecipient's contractor is not adequately defending State's interests,or that an important governmental principle is at issue or that it is in the best interests of State to do so. State reserves all rights to pursue claims it may have against Subrecipient's contractor if State elects to assume its own defense. Subrecipient shall require the other party,or parties,to each of its subagreements that are not units of local government as defined in ORS 190.003 to obtain and maintain insurance of the types and in the amounts provided in Exhibit C to this Agreement. 10.Termination a. Termination by OEM. OEM may terminate this Agreement effective upon delivery of written notice of termination to Subrecipient,or at such later date as may be established by OEM in such written notice,if 6 i. Subrecipient fails to perform the Project within the time specified herein or any extension thereof or commencement,continuation or timely completion of the Project by Subrecipient is, for any reason,rendered improbable,impossible,or illegal;or ii. OEM fails to receive funding,appropriations,limitations or other expenditure authority sufficient to allow OEM,in the exercise of its reasonable administrative discretion,to continue to make payments for performance of this Agreement;or iii. Federal or state laws,rules,regulations or guidelines are modified or interpreted in such a way that the Project is no longer allowable or no longer eligible for funding under this Agreement; or iv. The Project would not produce results commensurate with the further expenditure of funds;or v. Subrecipient takes any action pertaining to this Agreement without the approval of OEM and which under the provisions of this Agreement would have required the approval of OEM. vi. OEM determines there is a material misrepresentation,error or inaccuracy in Subrecipient's application. b. Termination by Subrecipient. Subrecipient may terminate this Agreement effective upon delivery of written notice of termination to OEM,or at such later date as may be established by Subrecipient in such written notice,if: i. The requisite local funding to continue the Project becomes unavailable to Subrecipient;or ii. Federal or state laws,rules,regulations or guidelines are modified or interpreted in such a way that the Project is no longer allowable or no longer eligible for funding under this Agreement. c. Termination by Either Party. Either Party may terminate this Agreement upon at least ten days notice to the other Party and failure of the other Party to cure within the ten days,if the other Party fails to comply with any of the terms of this Agreement. d. Settlement upon Termination. Immediately upon termination under Sections 10.ad,v. or vi,no Grant Funds shall be disbursed by OEM and Subrecipient shall return to OEM Grant Funds previously disbursed to Subrecipient by OEM in accordance with Section 6.c and the terminating party may pursue additional remedies in law or equity. Termination of this Agreement does not relieve Subrecipient of any other term of this Agreement that may survive termination,including without limitation Sections l La and c. 11. GENERAL PROVISIONS a. Contribution.Subject to the conditions and limitations of the Oregon Constitution and the Oregon Tort Claims Act,ORS 30.260 to30.300,Recipient shall defend(subject to ORS chapter 180),indemnify,save and hold harmless OEM and its officers,employees and agents from and against any and all claims,suits,actions,proceeding, losses,damages,liability and court awards including costs,expenses,and attorneys' fees incurred related to any negligent or wrongful act or omission by Recipient,or its employees,agents or contractors. This Section shall survive expiration or termination of this Agreement. b. Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of this Agreement.In addition,the Parties may agree to utilize a jointly selected mediator or arbitrator(for non-binding arbitration)to resolve the dispute short of litigation. Each party shall bear its own costs incurred under this Section l Lb. 7 c. Responsibility for Grant Funds. Any Subrecipient of Grant Funds,pursuant to this Agreement with OEM,shall assume sole liability for that Subrecipient's breach of the conditions of this Agreement,and shall,upon such recipient's breach of conditions that requires OEM to return funds to the FEMA,hold harmless and indemnify OEM for an amount equal to the funds received under this Agreement;or if legal limitations apply to the indemnification ability of the Subrecipient of Grant Funds,the indemnification amount shall be the maximum amount of funds available for expenditure,including any available contingency funds or other available non- appropriated funds,up to the amount received under this Agreement. d. Amendments. This Agreement may be amended or extended only by a written instrument signed by both Parties and approved as required by applicable law. e. Duplicate Payment. Subrecipient is not entitled to compensation or any other form of duplicate, overlapping or multiple payments for the same work performed under this Agreement from any agency of the State of Oregon or the United States of America or any other party,organization or individual. E No Third Party Beneficiaries. OEM and Subrecipient are the only Parties to this Agreement and are the only Parties entitled to enforce its terms. Nothing in this Agreement gives,is intended to give,or shall be construed to give or provide any benefit or right,whether directly or indirectly, to a third person unless such a third person is individually identified by name herein and expressly described as an intended beneficiary of the terns of this Agreement Subrecipient acknowledges and agrees that the Federal Government,absent express written consent by the Federal Government,is not a party to this Agreement and shall not be subject to any obligations or liabilities to Subrecipient,contractor or any other party(whether or not a party to the Agreement)pertaining to any matter resulting from the this Agreement. g. Notices. Except as otherwise expressly provided in this Section,any communications between the parties hereto or notice to be given hereunder shall be given in writing by personal delivery, facsimile,email or mailing the same by registered or certified mail,postage prepaid to Subrecipient or OEM at the appropriate address or number set forth on the signature page of this Agreement,or to such other addresses or numbers as either party may hereafter indicate pursuant to this Section. Any communication or notice so addressed and sent by registered or certified mail shall be deemed delivered upon receipt or refusal of receipt. Any communication or notice delivered by facsimile shall be deemed to be given when receipt of the transmission is generated by the transmitting machine. Any communication or notice by personal delivery shall be deemed to be given when actually delivered. Any communication by email shall be deemed to be given when the recipient of the email acknowledges receipt of the email. The parties also may communicate by telephone,regular mail or other means,but such communications shall not be deemed Notices under this Section unless receipt by the other party is expressly acknowledged in writing by the receiving party. h. Governing Law,Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim,action,suit or proceeding(collectively,"Claim")between OEM(or any other agency or department of the State of Oregon)and Subrecipient that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion County in the State of Oregon. In no event shall this section be construed as a waiver by 8 the State of Oregon of any form of defense or immunity,whether sovereign immunity, governmental immunity,immunity based on the eleventh amendment to the Constitution of the United States or otherwise,from any Claim or from the jurisdiction of any court. Each party hereby consents to the exclusive jurisdiction of such court,waives any objection to venue,and waives any claim that such forum is an inconvenient forum. i. Compliance with Law. Subrecipient shall comply with all federal,state and local laws, regulations,executive orders and ordinances applicable to the Agreement or to the implementation of the Project,including without limitation as described in Exhibit B. j. Insurance;Workers' Compensation. All employers,including Subrecipient,that employ subject workers who provide services in the State of Oregon shall comply with ORS 656.017 and provide the required Workers' Compensation coverage,unless such employers are exempt under ORS 656.126. Employer's liability insurance with coverage limits of not less than$500,000 must be included. Subrecipient shall ensure that each of its subrecipient(s),contractor(s),-and subcontractor(s)complies with these requirements. k. Independent Contractor. Subrecipient shall perform the Project as an independent contractor and not as an agent or employee of OEM. Subrecipient has no right or authority to incur or create any obligation for or legally bind OEM in any way. Subrecipient acknowledges and agrees that Subrecipient is not an"officer","employee",or"agent"of OEM,as those terms are used in ORS 30.265,and shall not make representations to third parties to the contrary. 1. Severability. If any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law,the validity of the remaining terms and provisions shall not be affected,and the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the particular term or provision held to be invalid. in. Counterparts. This Agreement may be executed in two or more counterparts(by facsimile or otherwise),each of which is an original and all of which together are deemed one agreement binding on all Parties,notwithstanding that all Parties are not signatories to the same counterpart. u. Integration and Waiver. This Agreement,including all Exhibits and referenced documents, constitutes the entire agreement between the Parties on the subject matter hereof. There are no understandings,agreements,or representations,oral or written,not specified herein regarding this Agreement. The delay or failure of either Party to enforce any provision of this Agreement shall not constitute a waiver by that Party of that or any other provision. Subrecipient,by the signature below of its authorized representative,hereby acknowledges that it has read this Agreement, understands it,and agrees to be bound by its terns and conditions. THE PARTIES,by execution of this Agreement,hereby acknowledge that each Party has read this Agreement,understands it,and agrees to be bound by its terms and conditions. SIGNATURE PAGE TO FOLLOW 9 CITY OF P OEM By By Name Te /r, J eV ! I A'o i- Sonya Pedersen (printed) Operations and Preparedness Section Manager,OEM Datejp�ts Date APPROVED AS TO FORM APPROVED AS TO LEGAL SUFFICIENCY (If requi%f &'�LF& aSt O FORM By Marvin D.Fjordbeck Senior Assistant Attorney General By �/. Subrecipient's Le Counsel Date November 17,2017 CITY- ATTORNEY Date. 2. OEM Program Contact: Sidra Metzger-Hines Subrecipient Program Contact: Grants Coordinator Denise Barrett Oregon Military Department Senior Program Manager Office of Emergency Management Portland Bureau of Emergency Management PO Box 14370 9911 SE Bush St Salem,OR 97309-5062 Portland,OR 97266 503-378-3661 503-823-2691 sidra.metzgerhines@state.or.us denise.barrett@portiandoregon.gov OEM Fiscal Contact: Subrecipient Fiscal Contact: Angela Creasey Keren Ceballos Senior Grants Accountant Finance Manager Oregon Military Department Portland Bureau of Emergency Management Office of Emergency Management 9911 SE Bush St PO Box 14370 Portland,OR 97266 Salem,OR 97309-5062 503-823-4I87 503-378-3316 keren.ceballos@portiandoregon.gov angela.creasey@state.or.us 10 Exhibit A Grant No: 17-170 Subrecipient: City of Portland I. Project Description Project Title: Urban Area Security Initiative This grant supports regional urban area projects selected by the Regional Disaster Preparedness Organization(RDPO)as vital to the regional preparedness,response and recovery efforts.The budget categories below support the following projects: • Grant Management and Administration • Cyber Security Assessment • Just-in-Time Shelter Training Kits • Mass Fatality Project • MCSO Air Support Equipment • Pediatric Surge Planning • Portable Water Pipeline • Portland Area Capabilities Exercise 2019 • PPB Air Support Equipment • PublicAlerts.org Improvements • Regional Citizen Corps Capacity Building • Regional Disaster Preparedness Organization • Regional Earthquake Impact Analysis • Regional Multi-Agency Coordination System Development—Phase IV • WCSO Air Support Equipment • Windshield Survey Procedures H. Budget Categories Administration $ 131,850 Planning $ 828,930 Training $ 21,855 Exercise $ 14,900 Equipment Other Authorized Equipment $ 61,285 CBRNE Operational and Search&Rescue $ 450,000 CBRNE Aviation Equipment $ 473,000 CBRNE Logistical Support $ 135,015 Information Technology $ 380,000 Total $2,496,835 11 EXHIBIT B Federal Requirements and Certifications 1. General. Subrecipient agrees to comply with all federal requirements applicable to this Agreement, including without limitation financial management and procurement requirements and maintain accounting and financial records in accordance with Generally Accepted Accounting Principles(GAAP) and financial,administrative,and audit requirements as set forth in the most recent versions of the Code of Federal Regulations(CFR),Department of Homeland Security(DHS)program legislation, and DHS/Federal Emergency Management Agency(FEMA)program regulations and requirements. H. Specific Requirements and Certifications A. Debarment,Suspension,Ineligibility and Voluntary Exclusion.Subrecipient certifies by accepting funds under this Agreement that neither it nor its principals are presently debarred, suspended,proposed for debarment,declared ineligible,nor voluntarily excluded from participation in this transaction by any Federal department or agency(2 CFR 200.213). B. Standard Assurances and Certifications Regarding Lobbying.Subrecipient is required to comply with 2 CFR 200.450 and the authorities cited therein,including 31 USC§ 1352 and New Restrictions on Lobbying published at 55 Federal Register 6736(February 26, 1990. C. Compliance with Applicable Federal Law. Subrecipient agrees to comply with all applicable laws,regulations,program guidance,the Federal Government in the performance of this Agreement,including but not limited to: I. Administrative Requirements set forth in 2 CFR Part 200,including without limitation: a. Using Grant Funds only in accordance with applicable cost principles described in 2 CFR Subpart E,including that costs allocable to this Grant may not be charged to other Federal awards to overcome fund deficiencies,to avoid restrictions imposed by federal statutes, regulations or the terns of federal awards or other reasons; b. Subrecipient must establish a Conflict of Interest policy applicable to any procurement contract or subawards made under this Agreement in accordance with 2 CFR 200.112. Conflicts of Interest must be disclosed in writing to the OEM within 5 calendar days of discovery including any information regarding measures to eliminate,neutralize,mitigate or otherwise resolve the conflict of interest. 2. USA Patriot Act of 2001,which amends 18 USC§§ 175-175c. 3. Section 6 of the Hotel and Motel Fire Safety Act of 1990, 15 USC 2225(a). 4. False Claims Act&Program Fraud Civil Remedies,31 USC 3729,prohibiting recipients of federal payments from submitting a false claim for payment. See 38 USC 3801-3812 detailing administrative remedies for false claims and statements made. 5. Whistleblower Protection Act, 10 USC§§2409 and 2324 and 41 USC §§ 4712,4304 and 4310 requiring compliance with whistleblower protections,as applicable. 6. No supplanting. Grant Funds under this Agreement shall not replace funds that have been budgeted for the same purposes through non-Federal sources. Subrecipient may be required to demonstrate and document that a reduction in non-Federal resources occurred for reasons other than receipt or expected receipt of Federal funds. Any project cost allocable to this Agreement 12 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 awards,or for other reasons. D. Non-discrimination and Civil Rights Compliance,Equal Employment Opportunity Program,and Services to Limited English Proficient(LEP)Persons. 1. Non-discrimination and Civil Rights Compliance. Subrecipient,and all its contractors and subcontractors, assures compliance with all applicable nondiscrimination laws,including but not limited to: a. Title VI of the Civil Rights Act of 1964,42 USC§2000d et seq.,as amended, and related nondiscrimination regulations in 6 CFR Part 21 and 44 CFR Part 7. b. Title VIII of the Civil Rights Act of 1968,42 USC § 3601, as amended,and implementing regulations at 6 CFR Part 21 and 44 CFR Part 7. c. Titles 1,Il,and III of the Americans with Disabilities Act of 1990,as amended,42 USC§§ 12101 —12213. d. Age Discrimination Act of 1975,42 USC§6101 et seq. e. Title IX of the Education Amendments of 1972,as amended,20 USC § 1681 et seq. E Section 504 of the Rehabilitation Act of 1973,as amended,29 USC§794,as amended. g. If,during the past three years,Subrecipient has been accused of discrimination on the grounds of race,color,national origin(including limited English proficiency),sex,age, disability,religion,or familial status, Subrecipient must provide a letter certifying that all documentation of such proceedings,pending or completed,including outcome and copies of settlement agreements will be made available to OEM upon request. In the event any court or administrative agency makes a finding of discrimination on grounds of race,color, national origin(including limited English proficiency),sex,age,disability,religion,or familial status against Subrecipient,or Subrecipient settles a case or matter alleging such discrimination, Subrecipient must forward a letter to OEM summarizing the finding and making a copy of the complaint and findings available to OEM. 2. Services to Limited English Proficient(LEP)Persons. Subrecipient, and any of its contractors and subcontractors agrees to comply with the requirements Title VI of the Civil Rights Act of 1964 and Executive Order 13166,improving Access to Services for Persons with Limited English Proficiency,and resulting agency guidance,national origin and resulting agency guidance, national origin discrimination includes discrimination on the basis of LEP. To ensure compliance with Title VI,Subrecipient must take reasonable steps to ensure that LEP persons have meaningful access to your programs. Meaningful access may entail providing language assistance services,including oral and written translation,where necessary.Subrecipient is encouraged to consider the need for language services for LEP persons served or encountered both in developing budgets and in conducting programs and activities. For assistance additional information regarding LEP obligations,please see http://www.lep.gov, 13 F. Procurement of Recovered Materials. Subrecipient must comply with Section 6002 of the Solid Waste Disposal Act,as amended by the Resource Recovery and Conservation Act and in accordance with Environmental Protection Agency guidelines at 40 CFR Part 247. G. SAFECOM. If the Grant Funds are for emergency communication equipment and related activities,Subrecipient must comply with SAFECOM Guidance for Emergency Communication Grants, including provisions on technical standards that ensure and enhance interoperable communications. H. Drug Free Workplace Requirements. Subrecipient agrees to comply with the requirements of the Drug-Free Workplace Act of 1988,41 USC § 701 et seq.,as amended,and implementing regulations at 2 CFR Part 3001 which require that all organizations receiving grants(or subgrants) from any Federal agency agree to maintain a drug-free workplace.Subrecipient must notify this office if an employee of Subrecipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for debarment. I. Human Trafficking(2 CFR Part 175).Subrecipient must comply with requirements of Section 106(g)of the Trafficking Victims Protection Act of 2000,22 USC§ 7104,as amended and 2 CFR § 175.15. J. Fly America Act of 1974. Subrecipient agrees to comply with the requirements of the Preference for U.S.Flag Air Carriers: (air carvers holding certificates under 49 USC§41102)for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974,as amended,(49 USC§40118)and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981,amendment to the Comptroller General Decision B138942. K. Activities Conducted Abroad. Subrecipient agrees to comply with the requirements that project activities carried on outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses,permits,or approvals are obtained. L. Acknowledgement of Federal Funding from DHS. Subrecipient agrees to comply with requirements to acknowledge Federal funding when issuing statements,press releases,requests for proposals,bid invitations,and other documents describing projects or programs funded in whole or in part with Federal funds. M. Copyright. Subrecipient shall affix the applicable copyright notices of 17 USC § 401 or 402 and an acknowledgement of Government sponsorship(including Subgrant number)to any work first produced under an award unless the work includes any information that is otherwise controlled by the Government(e.g.,classified information or other information subject to national security or export control laws or regulations). For any scientific,technical,or other copyright work based on or containing data first produced under this Agreement, including those works published in academic,technical or professional journals, symposia proceedings,or similar works,Subrecipient grants the Government a royalty-free,nonexclusive and irrevocable license to reproduce,display, distribute copies,perform,disseminate,or prepare derivative works,and to authorize others to do so,for Government purposes in all such copyrighted works. 14 N. Patents and Intellectual Property Rights. Unless otherwise provided by law,Subrecipient is subject the Bayh-Dole Act,35 USC §200 et seq.,as amended,including requirements governing the development,reporting and disposition of rights to inventions and patents resulting from financial assistance awards,37 CFR Part 401,and the standard patent rights clause in 37 CFR§ 401.14. O. Use of DHS Seal,Logo and Flags. Subrecipient agrees to obtain DHS's approval prior to using the DHS seal(s),logos,crests or reproductions of flags or likenesses of DHS agency officials, including use of the United States Coast Guard seal,logo,crests or reproductions of flags or likenesses of Coast Guard officials. P. Personally Identifiable Information(PII). Subrecipient,if it collects PII,is required to have a publically available privacy policy that described what PH they collect,how they use it,whether they share it with third parties and how individuals may have their PII corrected where appropriate. Q. Federal Debt Status. Subrecipient shall be non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes,audit disallowances,benefit overpayments and any amounts due under Section l Lc of this Agreement. See OMB Circular A- 129 for additional information and guidance. R. Energy Policy and Conservation Act.Subrecipient must comply with the requirements of 42 USC§6201 which contains policies relating to energy efficiency that are defined in the state energy conservation plan issues in compliance with the Act. S. Lobbying Prohibitions. Subrecipient must comply with 31 USC §1352,which provides that none of the funds provided under an award may be expended by the subrecipient to pay any person to influence,or attempt to influence and 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 any Federal action concerning the award or renewal. T. Terrorist Financing. Subrecipient must comply with US Executive Order 13224 and US law that prohibits transactions with,and the provisions of resources and support to, individuals and organizations associated with terrorism. It is the legal responsibility of Subrecipients to ensure compliance with the EO and laws 15 EXHIBIT C Subagreement Insurance Requirements GENERAL. Subrecipient shall require in its first tier subagreements with entities that are not units of local government as defined in ORS 190.003, if any,to: i)obtain insurance specified under TYPES AND AMOUNTS and meeting the requirements under ADDITIONAL INSURED,"TAIL"COVERAGE, NOTICE OF CANCELLATION OR CHANGE,and CERTIFICATES OF INSURANCE before performance under the subagreement commences,and ii)maintain the insurance in full force throughout the duration of the subagreement. The insurance must be provided by insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and that are acceptable to State. Subrecipient shall not authorize work to begin under subagreements until the insurance is in full force. Thereafter,Subrecipient shall monitor continued compliance with the insurance requirements on an annual or more frequent basis. Subrecipient shall incorporate appropriate provisions in the subagreement permitting it to enforce compliance with the insurance requirements and shall take all reasonable steps to enforce such compliance. In no event shall Subrecipient permit work under a subagreement when Subrecipient is aware that the contractor is not in compliance with the insurance requirements.As used in this section, "first tier"means a subagreement in which Subrecipient is a Party. TYPES AND AMOUNTS. i.WORKERS COMPENSATION. Insurance in compliance with ORS 656.017,which requires all employers that employ subject workers,as defined in ORS 656.027,to provide workers' compensation coverage for those workers,unless they meet the requirement for an exemption under ORS 656.126(2). Employers' liability insurance with coverage limits of not less than$500,000 must be included. ii. COMMERCIAL GENERAL LIABILITY. Commercial General Liability Insurance covering bodily injury,death,and property damage in a form and with coverages that are satisfactory to State.This insurance shall include personal injury liability, products and completed operations.Coverage shall be written on an occurrence form basis,with not less than the following amounts as determined by OEM: Bodily Injury,Death and Property Damage: $500,000 per occurrence,(for all claimants for claims arising out of a single accident or occurrence). iii.AUTOMOBILE Liability Insurance:Automobile Liability. Automobile Liability Insurance covering all owned, non-owned and hired vehicles. This coverage may be written in combination with the Commercial General Liability Insurance(with separate limits for"Commercial General Liability"and"Automobile Liability").Automobile Liability Insurance must be in not less than the following amounts as determined by OEM: 16 Bodily Injury,Death and Property Damage: $500,000 per occurrence(for all claimants for claims arising out of a single accident or occurrence). ADDITIONAL INSURED. The Commercial General Liability Insurance and Automobile Liability insurance must include OEM,its officers,employees and agents as Additional Insureds but only with respect to the contractor's activities to be performed under the Subcontract. Coverage must be primary and non-contributory with any other insurance and self-insurance. "TAIL"COVERAGE. If any of the required insurance policies is on a"claims made"basis,such as professional liability insurance, the contractor shall maintain either"tail"coverage or continuous "claims made" liability coverage,provided the effective date of the continuous"claims made" coverage is on or before the effective date of the Subcontract, for a minimum of 24 months following the later of: (i)the contractor's completion and Subrecipient's acceptance of all Services required under the Subcontract or, (ii)the expiration of all warranty periods provided under the Subcontract. Notwithstanding the foregoing 24-month requirement,if the contractor elects to maintain"tail" coverage and if the maximum time period"tail"coverage reasonably available in the marketplace is less than the 24-month period described above,then the contractor may request and OEM may grant approval of the maximum"tail"coverage period reasonably available in the marketplace. If OEM approval is granted,the contractor shall maintain"tail"coverage for the maximum time period that "tail"coverage is reasonably available in the marketplace. NOTICE OF CANCELLATION OR CHANGE.The contractor or its insurer must provide 30 days' written notice to Subrecipient before cancellation of,material change to,potential exhaustion of aggregate limits of,or non-renewal of the required insurance coverage(s). CERTIFICATE(S)OF INSURANCE.Subrecipient shall obtain from the contractor a certificate(s)of insurance for all required insurance before the contractor performs under the Subcontract.The certificate(s)or an attached endorsement must specify: i)all entities and individuals who are endorsed on the policy as Additional insured and ii)for insurance on a"claims made"basis,the extended reporting period applicable to"tail"or continuous"claims made"coverage. 17 Exhibit D Information required by 2 CFR 200.331(a) 1. Federal Award Identification: (i) Sub-recipient name(which must match registered name in DUNS): City of Portland (ii) Sub-recipient's DUNS number: 054971197 (iii) Federal Award Identification Number(FAIN): EMW-201-SS-00031-SOI (iv) Federal Award Date: September 01,2017 (v) Sub-award Period of Performance Start and End Date: From October 1,2017 to May 31,2020 (vi) Amount of Federal Funds Obligated by this Agreement: $2,496,835 (vii) Total Amount of Federal Funds Obligated to the Subrecipient by the pass-through entity including this agreement*:$2,496,835 (viii) Total Amount of Federal Award committed to the Subrecipent by the pass-through entity: $2,496,835 (ix) Federal award project description: The Urban Area Security Initiative Grant plays an important role in the implementation of the National Preparedness System by supporting the building, sustainment,and delivery of core capabilities in the Portland regional area essential to achieving the National Preparedness Goal of a secure and resilient Nation. (x) (a)Name of Federal awarding agency: U.S.Department of Homeland Security,Federal Emergency Management Agency(FEMA) (b)Name of Pass-through entity: Oregon Military Department,Office of Emergency Management (c)Contact information for awarding official: Andrew Phelps,Director—Oregon Office of Emergency Management,PO Box 14370, Salem,OR 97309-5062 (xi) CFDA Number and Name: 97.067 Homeland Security Grant Program Amount:$6,659,100 (xii) is Award R&D? No (xiii) Indirect cost rate for the Federal award: 0% 2. Subrecipient's indirect cost rate: 0% *The Total amount of Federal Funds Obligated to the Subrecipient by the pass-through entity is the Total Amount of Federal Funds Obligated to the Subrecipient by the pass-through entity during the current fiscal year. 18 ATTACHMENT 3 RD 0 Regional Oisasfer Preparedness Organization Unified,Prepared.Resilient. Program Management Standard Operating Procedure: for Urban Areas Security Initiative (UASI) Program Grant Awards and RDPO Local Contributed Funds October 13, 2017 Update i This Page Intentionally left Blank I I P a g e TABLE OF CONTENTS Acronyms 3 Background 4-5 i RRPO/UAWG Composition, Roles and 5-10 � Responsibilities,and Decision-Making RDPO Regional Strategy and Program 10-11 i� Development/Projects Pipeline Funding Methodology 11 -17 (e.g., Grant App tic atton/Allocation, Weal Contributed Funds, Project Amendments/Realloeatiorns) _ SOP Approval 18 r 2 Page ACRONYMS DHS U.S. Department of Homeland Security DWG Discipline Work Group FEMA Federal Emergency Management Agency GAA/POC Grant Administrative Agency/Point of Contact (i.e.,PBEM,for UASI grants) GFC Grants and Finance.Committee LCF Local Contributed Funds(i.e.,from RDPO Contributing Partners) LCSM Local Cost Share Method PC Policy Committee PMR Portland Metropolitan Region(A.K.A.,Portland Urban Area) PrC Program Committee PUA Portland Urban Area(A.K.A.,Portland Metropolitan Region) PUAHSS Portland Urban Area Homeland Security Strategy(A.K.A.,the RDPO Strategic Plan) RDPO Regional Disaster Preparedness Organization SAA State Administrative Agency(i.e.,Oregon Emergency Management for the UASI grant) SC Steering Committee TF Task Force UASI Urban Areas Security Initiative UAWG Urban Area Work Group(A.K.A.,the RDPO Structure) 3JPage Note:This document supersedes "Standard Operating Procedure: Urban Areas Security Initiative (UASI)Program Management under the Regional Disaster Preparedness Organization(RDPO),April 11,2011" 1. Background The Regional Disaster Preparedness Organization (RDPO)is a partnership of government agencies and private and non-profit organizations working together to build and maintain regional disaster preparedness capabilities in the Portland Metropolitan Region(PMR)l through strategic and coordinated planning,training and exercising,and investment in technology and specialized equipment.' The PMR encompasses the City of Portland;Clackamas,Columbia, Multnomah,and Washington Counties in Oregon;and Clark County in Washington. The work of the RDPO is conducted and coordinated through a well-defined structure of committees and work groups,including Policy,Steering and Program Committees; discipline-specific work groups;and cross-discipline task forces. RDPO public,private and non-profit sector partners from across the PMR work collaboratively to develop, maintain,and implement a regional disaster preparedness vision,strategy(i.e.,strategic plan),work plan,and process. The federal Urban Areas Security Initiative(UASI)was Figure 1:Portland Metropolitan Region established in 2003 as part of the U.S. Department of Homeland Security Grant Program(HSGP)and awards grant funds to address the unique risk-driven and capabilities-based planning, organization,equipment,training,and exercise needs of high-threat,high- density metropolitan areas(designated,"Urban Areas"). UASI program implementation and governance must include regional partners(i.e.,an Urban Area Work Group or UAWG)and should have balanced representation among entities with operational responsibilities for prevention,protection, mitigation, response,and recovery activities within the region. With its broad, inclusive structure,the RDPO functions as the PUA's Urban Area Work Group(UAWG)and the RDPO Strategic Plan serves as the Portland Urban Area Homeland Security Strategy(PUAHSS)for the purposes of guiding UASI and other RDPO disaster preparedness investments in the PMR. In support of some of its administrative,operating and program costs,the RDPO also receives annual contributions from its Core Group and other Participating Jurisdictions3,known as"Local Contributed 1 Otherwise known as the Portland Urban Area(PUA)for UASI purposes. 'From 2008—2009,the Portland UAWG engaged stakeholders from throughout the PUA in the development of a more cohesive,integrated and efficient organizational structure to coordinate regional all-hazards disaster preparedness than existed at the time. Formalized by intergovernmental axreement in January 2015,the RDPO replaces the Regional Emergency Management Group(REMG),which was established initially in 1993 and reaffirmed in 2003,and incorporates the organization and processes created in 2003 to manage the Urban Areas Security Initiative(UASI)grant awarded to the Portland Urban Area. 3 Core Group refers collectively to the group of Participating Jurisdictions that contribute funds to coverthe RDPO's core operating and administration costs,as set forth in the RDPO IGA.Participating Jurisdictions are the counties, 41 Page Funds",which are calculated by a local cost share methodology that is updated annually and approved by the RDPO Policy Committee/Core Group prior to the start of a new fiscal year(July 1—June 30). The fiscal agent for the RDPO,including Local Contributed funds and the UASI Grant Program,is the City of Portland. The assigned Grant Administrator/Point of Contact(POC)is the Director of the Portland Bureau of Emergency Management(PBEM). These standard operating procedures govern the allocation of all UASI Grant Program Awards and RDPO Local Contributed Funds. If. RDPO/UAWG Composition,Roles and Responsibilities,and Decision-Making ParticipantsResponsibility Retionai Public Officials Accountability Directors, I Executives, I!, Slei,nnp Committeeo c Regional Administrators "� �° - strategy Managers Propram Commatee £ Regional Work Plan Discipline Projects and Subject Matter initiatives ExpertsTask rc L Fc)!es Figure 2: The RDPO Structure The RDPO/Portland UAWG is comprised of these primary organizational components: • Policy Committee (PC) ■ Steering Committee(SC) ■ Program Committee (PrQ • Discipline Work Groups (DWGs)and Task Forces(TFs) • Grants and Finance Committee(GFC) • Grant Administrator/Point of Contact(GA/POC)/RDPO Lead Administrative cities,regional governments,and special districts within the region that sign the RDPO IGA. 5 1 P a g e Agency • RDPO Manager and planning and administrative staff Note:Click here to see the RDPO structure unpacked,including current DWGs and TFs. A. Policy Committee(PC)—The Policy Committee is the governing body of the RDPO and is comprised of elected officials and chief executive officers from Participating Jurisdictions and other member organizations. The Policy Committee composition includes: ■ An elected official from the City of Portland; ■ An elected official from each of the Region's five counties; ■ An elected official from every other Participating Jurisdiction whose governing body is comprised of elected officials; • The chief executive officer or designee of every other Participating Jurisdiction whose governing body is not comprised of elected officials;and ■ The chief executive officer or designee of any other member organization that makes a financial contribution as indicated in section VIII of the RDPO IGA(i.e.,contributing member). The Policy Committee: ■ Provides political leadership to develop and promote a unified regional vision and strategy for disaster preparedness and to establish and operate a sustainable regional disaster preparedness organization; ■ Approves and promotes the RDPO Strategic Plan/Portland Urban Area Homeland Security Strategy(PUAHSS)and priorities,as developed by the Steering Committee; ■ Provides political leadership to promote the development,adoption,and implementation of regional disaster preparedness policies; ■ Advocates on state and federal bills and other issues to advance disaster preparedness and resilience priorities in the RDPO strategic plan; ■ Approves budget,grant,contracting,and other financial procedures,which define organizational roles, responsibilities,and authorities for management of UASI and other funds contributed to the RDPO or awarded to the PUA and managed by the RDPO; ■ Reviews the efficacy of the RDPO and its IGA on an on-going basis;and ■ Advises on issues brought forward by the Steering Committee. The designated representative to the PC from each contributing member organization has the right to vote on all matters before the PC. Representatives from non-contributing member organizations may participate in all PC discussions and deliberations but may not vote on matters related to the RDPO's financial activities . They may,however,vote on all other matters before the Committee. °Financial Activities include establishing the contribution amounts and allocation formulas for local partner contributions to the RDPO;approving grant applications,budgets and expenditures;and allocating,reallocating grant and other funds contributed or made available to the organization. 61 Page B. Steering Committee(SC) —The Steering Committee is comprised of senior executives from Participating Jurisdictions and other member organizations and includes both organizational and discipline-specific representatives. The Steering Committee composition includes: • A representative from the City of Portland; • A representative from each of the PMR/PUA's five counties; ■ A representative of every other Participating Jurisdiction; • A representative of any other member organization that makes a financial contribution as indicated in section VIII of the RDPO IGA(i.e.,contributing member); • When not already represented on the Committee,a representative from each of the following disciplines–fire,law enforcement,public works,emergency management,public safety communications, public health,and healthcare; • A non-governmental organization representative; ■ A private sector utility representative; ■ A private sector industry representative;and ■ Up to two at-large representatives. The Steering Committee: • Develops and updates the RDPO Strategic Pian/PUAHSS every three to five years through a process that engages the entire organization and key external stakeholders; ■ Approves the annual RDPO Program Development/Projects Pipeline process,including establishing priorities and other project developmentguidance/requirements; • Approves,adjusts as needed,and prioritizes a set of projects recommended by the Program Committee for the RDPO Project Pipeline(pre-award of funding)and projects for reallocation of funding(within assigned authority limit); ■ Approves the UASI grant application timeline to ensure completion of the application by the grant submission deadline; ■ Based on grant award guidance in the HSGP Notice of Funding Opportunity(NOFO), determines the priorities/investment justifications and selects and approves the final set of projects from the RDPO Projects Pipeline to include in the UASI grant award application; • Approves other RDPO Pipeline projects for funding with RDPO Local Contribution Funds; • Approves project amendments within authority limits set by the Policy Committee; ■ Reviews and approves the policies and procedures of all committees and work groups, except those of the Policy Committee,which approves its own. • Develops,and adopts where appropriate,such other policies and procedures as are necessary to ensure effective Committee and organizational operations and administration; and ■ Monitors and evaluates the overall effectiveness of the RDPO program and organization and recommends/makes strategic or organizational changes as appropriate. The designated representative to the SC from each contributing member organization has the right to vote on all matters before the SC. Representatives from non-contributing member organizations may participate in all SC discussions and deliberations but may not vote on matters related to the RDPO's financial activities. They may, however,vote on all other matters before the Committee. 7Page C. Program Committee(PrC)—The Program Committee is comprised of the chairs of the RDPO's Discipline Work Groups(DWGs),and a separate chair and vice chair drawn from the DWGs and elected by the Committee. The Committee also includes the chairs of all chartered RDPO task forces,a representative of the RDPO's Grants and Finance Committee,a representative of the State Administrative Agency'(i.e.,Oregon Office of Emergency Management),and RDPO staff. The Program Committee(PrQ: ■ Contributes to the development,implementation,and maintenance of the RDPO Strategic Plan/PUAHSS; ■ Vets all project proposals, including project narratives and budgets,submitted as part of the RDPO Projects Pipeline process,using the Steering Committee's project development guidance; ■ Ensures cross-discipline coordination and information sharing among the DWGs. ■ Develops project proposals for projects that overlap multiple WGs or for which there is no responsible WG or task force in place; ■ Approves project amendments within authority limits set by the Policy Committee; and • Charters task forces,as needed,to implement multi-disciplinary projects,and oversees task force progress; The PrC's Chair and Vice Chair and the Discipline Work Group chairs have the right to vote on all matters before the Committee. Other Program Committee representatives may participate in Committee discussions and deliberations but may not vote. D. Discipline Work Groups(DWGs)— Discipline Work Groups(DWGs)are comprised of staff from Participating Jurisdictions and other member organizations. Some DWGs may have one or more sub-committees focused on a closely aligned sub-discipline or subject matter. The DWGs: ■ Provide expert advice to the Program Committee on regional capabilities,strategic needs and priorities,and recommended initiatives,policies, and procedures; ■ Design, propose and execute projects in alignment with the RDPO Strategy/PUAHSS and other priorities and guidance provided by the Steering Committee; ■ Provide group members to contribute to the annual Threat and Hazard Identification and Risk Assessment(THIRA)update process,to serve on task forces chartered by the Program Committee,and to complete other priority RDPO work;and ■ Monitor and report on the progress of assigned projects and other RDPO work. Each DWG maintains its own written decision-making process,which typically includes simple majority voting of its designated voting membership and/or consensus,depending upon the matter. 55tate Administrative Agency(SAA)refers to the state agency responsible for administering homeland security grants,including the Urban Areas Security Initiative grant. For the PUA,that agency is the Oregon Office of Emergency Management(OEM). 8 1 P a g e E. Task Forces(TFs) —Task Forces are multi-discipline bodies comprised of representatives drawn from RDPO Discipline Work Groups. Other representatives from within and outside of the organization may participate in task force activities to provide appropriate subject matter expertise. Task Forces: ■ Implement the regional strategy and work plan by executing assigned projects and design the next phase(s)of a project and submit as project proposals for the RDPO Project Pipeline process; ■ Provide expert advice to the Program Committee on regional capabilities,strategic needs and priorities,and recommended initiatives,policies,and procedures; ■ Develop coordinated, multi-discipline approaches;and ® Monitor and report on the progress of assigned work to their parent DWG or Committee. Each task force maintains its own decision-making process (e.g.,simple majority voting of its designated voting membership and/or consensus). F. Grants and Finance Committee(GFC)—The GFC is comprised of financial staff from Participating Jurisdictions and other member organizations. At minimum,the Committee will include representatives from the UASI Grant Administrator/Point of Contact(see point G below),each of the region's five counties,any other contributing member that wishes to designate a representative to the GFC,and the SAA. The GFC works together to ensure that regional partners/grant sub-recipients comply with federal,state, local,and city funding. requirements. GFC members assist POEM in monitoring compliance,including identifying challenges to be addressed and best practices that can be shared among members and with the SAA and FEMA. The GFC does not make governance or program decisions. G. UASI Grant Administrator/Pointof Contact(GA/POC) —The UASI GA/POC(also known as the RDPO Lead Administrative Agency)6 represents the fiscal agent,the City of Portland, and is responsible for communication and coordination with the SAA, Oregon Emergency Management(OEM). For the period of this SOP, the GA/POC is the Portland Bureau of Emergency Management (PREM). As the GA/POC for PUA-awarded UASI grants and RDPO Local Contributed Funds, PREM provides fiscal oversight,accounting,grant management and procurement/contracting services, and is responsible for ensuring grant compliance and sound fiduciary performance. In addition, POEM: • Designs the program development processes and tools, in collaboration with the RDPO Manager, RDPO planning staff and the Program and Steering Committees; • Manages the RDPO Projects Pipeline process, in coordination with RDPO staff s The Lead Administrative Agency(LAA)is an RDPO Participating Jurisdiction selected by the Policy Committee to support the organization's personnel,administrative,and fiscal operations. The responsibilities of the LAA,the obligations of the RDPO as it pertains to its relationship with the LAA,and the mutual understandings between the LAA and the RDPO will be spelled out in a Servfce Level Agreement(SLA)negotiated between the two parties. 9 ) Page and the Program and Steering Committees; • Completes and submits federal and state grant applications, manages the project amendments processes, and approves project amendments within authority limits set by the Policy Committee; • Coordinates with the ROPO Manager on the annual Local Cost Share Method and manages the fund; • Submits proposals and reports to the SAA; • Provides grant program implementation updates to the Program and Steering Committees;and • Leads and coordinates the Grants and Finance Committee. H. RDPO Manager and Other ROPO Staff—The RDPO Manager,among other things, manages the organization, including facilitating the Policy and Steering Committees;develops and maintains new relationships for the organization;designs and facilitates the strategic planning process and writes and updates the strategic plan;supports the launch of new projects/initiatives and the formation/launch of any new DWGs or task forces;and coordinates all RDPO advocacy and communications. The RDPO Planning Coordinator,among other things,facilitates the annual update of the Portland Urban Area Threat and Hazard Identification and Risk Assessment(THIRA),data from which feeds into the RDPO's strategic planning process and guides project investments; manages the Program Committee;and manages implementation of regional projects and/or supports project task forces, including those producing preparedness plans for the region. The RDPO Manager and Planning Coordinator both support the GAA/POC's staff,as indicated in point G.above. Ill. RDPO Regional Strategy and Program Development/Projects Pipeline The RDPO Steering Committee is responsible for charting the direction of the RDPO and conducts a program review and strategic direction-setting process every three to five years. Subject matter experts and partner jurisdictions and agencies at all levels of the organization contribute to this process. The RDPO Manager is charged with designing and facilitating the process,as well as writing the plan. The SC develops regional strategic goals and objectives in coordination with the PC and PrC and bases them on a synthesis of multi-source data,including from an external trends scan,an assessment of organizational and program challenges,opportunities,and gaps,and identified maintenance needs across the core capabilities in the RDPO's five mission areas: Prevention, Protection,Mitigation, Response and Recovery. To generate the data,the RDPO reviews past project results, its annual Threat and Hazard Identification and Risk Assessment(THIRA),exercise after-action reports,state and national preparedness reports, FEMA Region X and state THIRAs, post-disaster case studies,and other research. The RDPO Strategic Plan/PUAHSS guides the annual program development process, known as the RDPO Projects Pipeline,which serves as the source of project investments utilizing UASI and RDPO Local Contributed Funds. The steps of the Program Development/Projects Pipeline process include: 201 Page ■ Call for Projects and Issuing Project Development Guidance:each fall(circa September),the RDPO Steering Committee(SC)calls for projects to fill the RDPO Projects Pipeline. PBEM Finance and Grants circulates to the Discipline Work Groups(DWGs),task forces(TFs)and the Program Committee (PrC)the SC's program development guidance,outlining year-over-year changes to the process,project criteria,and priorities(if any),along with project concept forms, inclusive of a self-scored project criteria checklist. ■ Review/Update Current Pre-Approved Projects Pipeline:with the Steering Committee's program guidance in hand,the Program Committee,together with the Discipline Work Groups and Task Forces, reviews the pre-approved projects in the pipeline from past programming years to ensure they are still relevant and an investment priority. The project concepts and budgets are updated as needed. ® Develop and Submit New Project Concepts:from September to November,the PrC,DWGs and TFs develop and submit projects in alignment with the Steering Committee's project development guidance. These groups ensure that each project has a project manager and that project concepts are prioritized as a set before being submitted to the Program Committee for review. They include any pre-approved Pipeline projects in their prioritized projects package. Each DWG and TF must approve all projects submitted to the Pipeline by a simple majority. All TFs and DWG standing committees must submit their project proposals for approval to their parent DWG or Committee,which is then responsible for submission to PBEM Finance and Grants by the deadline. • Vet,Prioritize and Pre-Approve Projects(i.e.,Pre-Award):Usually between November and December,the PrC conducts the first review of the entire set of projects submitted using the SC's project guidance and project criteria score sheets. Using a simple majority voting process, the PrC votes on a package of projects and an order of prioritization,then submits that to the SC. From January to February,the PrC,along with project managers and other subject matter experts, presents the prioritized project package to the SC for review,amendment,if needed, and approval. The SC may make some adjustments to the proposed projects package(e.g., scale back some projects;change priority order of others)before approving a final pre-award Projects Pipeline. IV. Funding Methodology A. Overview The RDPO has two main funding streams: UASI grant awards and RDPO Local Contributed Funds (LCF). The annual UASI grant award cycle in the spring drives the allocation of the bulk of these funds to projects in the RDPO Projects Pipeline. Funds not allocated at the time PBEM prepares and submits the UASI application remain in contingency until needed for project amendments, to cover funding gaps of projects with unforeseen additional needs,orfor pooled funding reallocations to one or more projects in the Projects Pipeline,usually during the last year of the UASI grant cycle. UASI grant funds are awarded by the U.S. Department of Homeland Security(DHS)/Federal Emergency Management Agency(FEMA)on an annual basis. RDPO Local Contributed Funds 11Page (LCF)are donated by partner local governments on an annual basis per the annual Local Cost Share Method(LCSM)and follow the same award processes and requirements as UASI funds. UASI project awards are made by FEMA based on applications consisting of investment justifications submitted by the PUA. Each investment justification represents one or more related projects. RDPO LCF project awards are made by the RDPO Steering Committee through the same process as the UASI-funded project awards. The Steering Committee decides which projects to include in the investment justification package and which projects to fund with RDPO LCF through a simple majority voting process of eligible voting members. All projects funded through UASI or RDPO LCF must align with the RDPO Strategic Plan/PUAHSS and the purpose and specific requirements of the UASI grant program. All UASI/RDPO grant sub-recipients are bound bycontractsor intergovernmental agreements (IGAs)that require compliance with allgrantterms and conditions. Awarded grant funds are managed by the RDPO/UAWG consistent with investment justifications and grant guidelines. B. Guiding Principles • All DWGs,TFs and standing committees have equal access and opportunity to seek UASI/RDPO grant funding. • All jurisdictions that seek funding through the UASI grant program must be National Incident Management System(NIMS) compliant. • Projects must align with the RDPO Strategic Plan/PUAHSS and other guidance, as provided by the Steering Committee. ■ Jurisdictions purchasing a capital asset'with UASI Grant or RDPO LCF are,in effect, purchasing it for the region and shall 1)maintain it to its expected end of life;2)capitalize the asset in their accounting system to eventually replace it;and 3)provide the asset to partners in the region to utilize,when available.(Note: FEMA or other recipients of HSGP funds may also request the use of the RDPO's UASI-funded assets for incident response outside the region). ■ Projects that provide multi-jurisdictional or multi-disciplinary benefit are given preference over single agency or single jurisdiction requests. ■ Whenever possible, projects should provide regional benefit by reducing risk, developing/supporting regional plans or developing/enhancing regional capabilities. ■ As the UASI administrative agency,all questions to state or federal government partners about the eligibility of grant-funded projects or items shall be coordinated by PREM. 7"Capital assets"means tangible or intangible assets used in operations having a useful life of more than one year which are capitalized in accordance with generally accepted accounting principles.Capital assets include: (a)Land,buildings(facilities),equipment,and intellectual property(including software)whether acquired by purchase,construction,manufacture,lease-purchase,exchange,or through capital leases;and (b)Additions,improvements,modifications,replacements,rearrangements,reinstallations,renovations or alterations to capital assets that materially increase their value or useful life(not ordinary repairs and maintenance). 12 ) Page • All projects are subject to FEMA's Environmental Planning and Historic Preservation (EHP) review. No funds will be allocated to or expended on a project until the required EHP review has been completed and approved. C. RDPO Funding Allocation/Grant Cycle Figure 3 below illustrates the steps in the allocation of UASI grant and RDPO Local Contributed funds to approved projects in the RDPO Projects Pipeline,from the point where the PUA receives notification of a UASI award(usually in the late spring)to the end of the grant cycle (about three years later),when all projects funded with the UASI grant award and RDPO Local Contributed Funds designated for the cycle have been implemented. Note:the GAA/POC,with the approval of the RDPO Steering Committee,may elect to retain a portion of funds available for award in contingency in case of project overruns or unforeseen expenses. Figure 3:The RDPO UASI Grant Award and Local Contributed Funds Allocation and Program Implementation Process START FINISH Portland City F MA re cases FEMA awards tbe Council approves Projects end; • •for IJASI PILIA's UA SI prant final reports are Grant to• PBEM to accept UASI award and closes Portland City sub-grant funds I Council approves J' ordinance FEMA conduct5, W11 h PRIF10 lor arnend-,m,Jan to IJASI applications al I." UASI f un.11VI re, re execute to• COUnties enter RQF10 • package of pro for�Ipecifjc kJASI- projects fo,the urgonize SC UASI application `p p �,ved project and •O • LocLil package into PUA Contributed lnvu�tmunt Funds allocation ]Wtil`;CM�Ori� (lis) D. RDPO Local Cost Share Method and Use of Contributed Funds The RDPO welcomes the financial contributions of its members to help advance its strategic priorities and fund its work plan,as well as to sustain its operations and administration. The organization also relies on and appreciates the in-kind donations(i.e.,of agency staff time and 13Page technical skills)and other resources that contribute to building and maintaining regional capabilities. Section VIII.0 of the RDPO Intergovernmental Agreement requires the Policy Committee to establish the contribution levels for a member organization to become a"Contributing Member"and have full voting rights. It also requires the Committee to identify the RDPO's core operating and administration costs and establish the method for allocating those costs amongst a core group of Participating Jurisdictions. Each year the Policy Committee approves an annual administration and operating budget for the RDPO and Local Cost Share Method(LSCM),to assist the Policy Committee in addressing both these needs. It also provides guidance for: ■ Member organizations that would like to contribute to the RDPO but are not able or willing to meet the established levels,or who have no desire to become a Contributing Member with full voting rights; and • Member organizations that would like to contribute to the RDPO's priority projects in its work plan. Figure 4,below,outlines the main steps in the process of securing the RDPO Local Contributed Funds(LCF). START FINISH RDPO Manager StrrrhF The allocation of and PBEraftanceCpmmktet3 proled funds c rc1i /Grants Unit Policy Committee E6M Committee from the RDPO develop the next Approves 2t_f4 Update a Local fiscal year RDPO RDPO A/O provides Contributed Administration& Budget feedback to Funds is Operating(A/O) [By January] RDPO Manager, described,in Budget whofinaiftesAt Figure 3 and IFWI] Section 40. i I steertm RDPO Manager Committee vets updates PREM Invoioas draft RDPO A/O population data PoRcy Committee Core Group and Budget& In the LCSM, approves final Other providing feedback updates each ROPO LCSM Contributing to RDPO Core Group Update and final Members for Manager/PlICNI contribution A/O Budget Annual ROPO Finance,who amount and [By May] Contributions make chanaas,as forecasts project UWy] appropriate designated funds Figure 4:The RDPO Administrative and Operating Budget and Local Cost Share Method Update Process E. Project Amendments During project implementation,a project manager/DWG/TF may encounter a need to amend the original project scope and/or the project budget to move funds from one line to another in 14Page a project budget(i.e., no cost amendment)or to request additional funds to complete the project in question. PBEM processes no cost amendment requests on a rolling basis and amendments requesting additional funds when sufficient UASI and/or RDPO LCF are available. The table below illustrates the RDPO committees authorized to approve amendments and the dollar levels assigned to each. Funding Reallocation Approval Matrix The=.G'AA,ip,coo lunation= withfthe'RDPO.Manager ThePro&am Committee The Steedng,`Committee e The following section contains the three core types of project amendments and associated steps: 1) No Cost Budget Revision/No Change in Project Scope' ➢ The project manager identifies budget shortfalls and overages and prepares an amendment form to request administrative movement of funds from one budget line to another based on project needs; ➢ The project manager obtains DWG/TF or assigned committee approval,then submits the completed form to the GAA by email; ➢ The GAA,in coordination with the RDPO Manager,reviews the amendment and obtains further clarification from the project manager,as needed. The GAA may make further adjustments to the proposed amendment; ➢ The GAA submits the amendment to the SAA for approval; D Once the SAA approves the amendment,the GAA provides final approval to the Project Manager and DWG/TF and informs the Program and Steering Committees, 2) Additional Funds Request/No Change in Project Scope ➢ The project manager identifies budget shortfalls and other budget line change requirements and prepares an amendment form to request additional funds and to make other budget revisions,as needed; ➢ The project manager obtains DWG/TF approval,then submits the completed form to the GAA by email; 8 Minor changes in scope,such as"more planning steps,fewer training events"or a new approach to achieving the intended project outcomes are acceptable. 151Page as Depending upon the amount of additional funding requested,the GAA then acts per the following table,which incorporates the Funding Reallocation Matrix and steps in the reallocation per authority level. I� r The GAA reviews the r The GAA.reviews•the r The GAA reviews the request;together with request and,if no request and,if no the RDPO Manager, issues,submits it to the issues,submits,itto and if no issues, ProgramCommittee the PrC; approves it. (PrQ The PrC considers the IP r The PrC considers the request and request and either recommends its approves,disapproves approvahtothe or returns.itto the Steering Committee DWG/TF for more > (SC)considers the information or changes request;and either (DWGilrevisesand re- approves,disapproves submits to-GAA,who or returns.it to the reviews an6submits DWG/TF for more againto PrC for Information:orchanges approval) (DWG revises and,re- > If the request is? submits to GAA,who $20;000,GAA submits reviews=and,submits the-PrC-approved again t&SC approval) project.amendment to Y GAA submits the SC- the-SAA for approval. approved project amendment to the.SAA For approval. For all amendment funding levels: Once the SAA approves the amendment,the GAA provides final approval to the PM/DWG/TF and informs the Program and Steering Committees. 3) Major Change in Project Scope/with or without Budget Change On rare occasion,a project manager, DWG/TF,the PrC or SC determines that a project is not meeting the intended strategic objectives and requires a major change in scope, with either a no cost or cost amended budget. The following steps guide these requests: ➢ The project manager revises the project scope and budget,as needed,and completes an amendment form; 16Page ➢ The project manager obtains DWG/TF approval,then submits the amended project and amendment forms to the GAA by email; ➢ The GAA vets the revised project narrative and budget to ensure funding eligibility, budget accuracy,and compliance with city,state and federal requirements. The GAA then acts per the following table,which incorporates the Funding Reallocation Matrix and steps in the reallocation per authority level. 000 The GAA�submitsat epro)ect"t,,"evision 5" 7henGAAfsubmitsAhe project,revision5to;>' documentation;t6-the PrC ` the;Pec The PeCrevievrsandbapproves,(may va. : The,PsC,considerithe,requett,and return to;DWG for changesapefore recommend's�its:approval;ta�th&SC givingfinaWapp�ovak) SC;acts'on tFre°request(rnay return;to If the request is—)-$ZS,U©b;GAA submits DWG=for changes before;glvin&fihal the PKC4proved projecf revisiorvfo approval) the SAA for approval : GAA subrnits�tFte SC-approvedPprojett revislonAmth'esSAA forrapproval_ F. Pooled Funding Reallocations Periodically;PBEM will inform the RDPO that a pool of funds(i.e.,maintained in contingency and/or generated through project amendments)is available for reallocation to one or more projects in the RDPO Projects Pipeline. The Steering Committee will review the Pipeline and decide which projects to fund with pooled reallocation dollars,taking into consideration project priorities,funds available,grant implementation deadline,etc. The SC may ask the PrC for advice before making a final decision. If the amount of funding for reallocation is not sufficient to support any of the existing projects in the Pipeline,the Steering Committee may initiate an emergency call for projects,utilizing appropriate steps in the allocation process(illustrated in Figure 3,page 10)to identify and fund projects with reallocation dollars. [Signature page follows.] 17fPage Approved by the Policy Committee:October 13, 2017 Date Jeanne Stewart Policy Committee Chair Name Sigature r • 181 ? age CfA 17 7& INTERGOVERNMENTAL AGREEMENT This Agreement is entered into, by and between Washington County, a political subdivision of the State of Oregon, and City of Tigard. WHEREAS ORS 190.010 authorizes the parties to enter into this Agreement for the performance of any or all functions and activities that a party to the Agreement has authority to perform. Now, therefore,the parties agree as follows: 1) The effective date is: 7/1/17, or upon final signature, whichever is later. The expiration date is: 6/30/18; unless otherwise amended. 2) The parties agree to the terms and conditions set forth in Attachment A,which is incorporated herein, and describes the responsibilities of the parties, including compensation, if any. 3) Each party shall comply with all applicable federal, state and local laws; and rules and regulations on non-discrimination in employment because of race, color, ancestry,national origin,religion, sex, marital status,age, medical condition or handicap. 4) To the extent applicable,the provisions of ORS 279B.220 through ORS 279B.235 and ORS 279C.500 through 279C.870 are incorporated by this reference as though fully set forth. 5) Each party is an independent contractor with regard to each other party(s)and agrees that the performing party has no control over the work and the manner in which it is performed. No parry is an agent or employee of any other. 6) No party or its employees is entitled to participate in a pension plan, insurance,bonus,or similar benefits provided by any other party. 7) This Agreement may be terminated, with or without cause and at any time,by a party by providing (30 if not otherwise marked)days written notice of intent to the other party(s). 8) Modifications to this Agreement are valid only if made in writing and signed by all parties. 9) Subject to the limitations of liability for public bodies set forth in the Oregon Tort Claims Act, ORS 30.260 to 30.300, and the Oregon Constitution, each party agrees to hold harmless, defend, and indemnify each other, including its officers, agents,and employees, against all claims, demands, actions and suits (including all attorney fees and costs) arising from the indemnitor's performance of this Agreement where the loss or claim is attributable to the negligent acts or omissions of that party. 10) Each party shall give the other immediate written notice of any action or suit filed or any claim made against that party that may result in litigation in any way related to this Agreement. PAGE I OF 2 - INTERGOVERNMENTAL AGREEMENT Rev.4/14/10 11) Each party agrees to maintain insurance levels or self-insurance in accordance with ORS 30.282, for the duration of this Agreement at levels necessary to protect against public body liability as specified in ORS 30.269 through 30.274. 12) Each party agrees to comply with all local, state and federal ordinances, statutes, laws and regulations that are applicable to the services provided under this Agreement. 13) This Agreement is expressly subject to the debt limitation of Oregon Counties set forth in Article XI, Section 10 of the Oregon Constitution, and is contingent upon funds being appropriated therefore. 14) This writing is intended both as the final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. WHEREAS, all the aforementioned is hereby agreed upon by the parties and executed by the duly authorized signatures below. Jurisdiction It 7/1 ) Sign u e Date / Printed 7�1�Name® /,)lJTitl�e Address: C -5/p?-5 SA � C / 1wG'�.j' WASHINGTO UNTY: Signature Date Rib Masser `'Ou v Administrator Printed Name Title Address: 155 N First Ave. Mail Stop 4 6 Hillsboro, OR 97124 PAGE 2 OF 2 - INTERGOVERNMENTAL AGREEMENT Rev.4/14/10 City of Tigard Police Department Minor Decoy Operations July 1, 2017 ATTACHMENT A-Part I All services will be provided in a safe, professional, culturally competent, gender-sensitive and language appropriate manner. Goal Minors will have reduced opportunities to illegally obtain alcohol in Tigard. Objectives: • To increase law enforcement's minor decoy operations ■ To decrease sales of alcohol or marijuana to minors in the Tigard community. ■ To help educate community members of the criminal and civil consequences of unlawful alcohol activities Outcomes: ■ A minimum of 2 minor decoy operations will be conducted by June 30, 2018 ■ Each completed operation will be followed by a press release from the Department to the local media publicizing the results. All press releases will cite Washington County as a partner. ■ Materials provided by the Washington County Prevention Coordinator and other prevention messages will be distributed community contacts via the City's social media, Police Department's website, or newsletter at least 2 times during the contract period. Reporting The Department will submit the following data on each invoice and provide copies of any related press releases issued during the reporting period. For Minor Decoy operations: 1) Number of establishments visited, 2) Number of sales/no sales, 3) Name of establishments that sold, 4) which operations OLCC was involved in and 5) Number of Citations issued. City of Tigard Police Department Minor Decoy Operations July 1, 2017 ATTACHMENT A-Part II From July 1, 2017 through June 30, 2018, Washington County will reimburse Contractor for true and verifiable expenses up to four thousand five hundred dollars and no/cents ($4,500.00) for the satisfactory delivery of services defined in the Request for Proposals, Contractor's proposal, and described in Attachment A of this contract. The following process shall be followed in the allocation of contract dollars. Contractor may submit an invoice to request reimbursement for true and verifiable expenses incurred in following each Minor Decoy operation. The final invoice will be submitted by July 15, 2018. At the time Contractor submits final monitoring and fiscal reports, Contractor shall reimburse County any funds advanced which were not expended. Performance, outcome and fiscal monitoring reports are due from Contractor within one month following each Minor Decoy operations as defined in the above Reporting section. Following demonstration of satisfactory utilization, performance, and outcomes, County will continue to reimburse invoices. Agency progress towards contracted utilization, performance, and outcomes will be reviewed quarterly. If contractor is less than 50% utilized at by March 31, and 100% by June 30 unless defined otherwise in Attachment A), the County reserves the right to modify payment of County funds to reflect actual utilization levels. Similarly, the County reserves the right to modify or terminate the contract if agency performance and/or outcomes are less than 85% of the levels detailed in Attachment A. Delay in receipt of complete monitoring reports or monthly reimbursement invoices will result in a delay in the disbursement of contract funds and may result in a penalty up to and including a 10 percent reduction in funds allocated in the next monthly check. All contract payments are subject to the availability of funds and will be paid subsequent to County receipt of payments from the Oregon Health Authority. TOTAL = $4,500 8&W Tax 706015-7061101