Small Grant Program RFP -Agreement

ASSOCIATION OF BAY AREA GOVERNMENTS/SAN FRANCISCO ESTUARY PARTNERSHIP

Small and Micro Grants Program

Subgrant Agreement

 

Subgrantee:    [Insert]

Address:          [insert]

 

 

 

Contact:          [Insert]

Phone:             [Insert]

Email:              [Insert]

 

Project Name and Location:

 

 

 

Grant Amount:

 

Project Completion Date:                                                       Final Report Due Date:

 

  1. Award. On behalf of the San Francisco Estuary Partnership (SFEP), the Association of Bay Area Governments (ABAG) hereby awards the Grant Amount to Subgrantee from funds available under Grant Agreement # 00T47801-2 (Grant Agreement) between the US Environmental Protection Agency (EPA) and ABAG to complete the Project as described in Exhibit A..

 

  1. Disbursement. ABAG will disburse up to seventy-five percent (75%) of the Grant Amount based upon quarterly invoices submitted by Subgrantee to ABAG. Each invoice shall specify in detail work performed to complete the Project and eligible costs described in Exhibit A, such as the personnel performing the work, the hours worked and billing rate and itemized reimbursable costs and other allowable charges with receipts attached.

ABAG will disburse the balance of the Grant Amount upon completion of the Project and ABAG’s receipt and approval of the Final Report.  ABAG will promptly review Subgrantee’s invoices and the Final Report, approve or disapprove them for payment and submit approved invoices to Grantor.

ABAG will pay Subgrantee within ten (10) working days after receipt of funds from EPA.

 

  1. Notices to ABAG.  All notices, invoices and other communications to ABAG shall be to::

 

San Francisco Estuary Partnership
1515 Clay Street, Suite 1400

Oakland, CA 94612
Attn:  __________________________

Phone: ________________________

Email: _________________________

 

  1. Records/Audit.  Subgrantee shall keep complete and accurate books and records of all financial aspects of the Project and the Subgrantee’s invoices for and use of the Grant Amount in accordance with generally-accepted accounting principles. Subgrantee shall permit authorized representatives of ABAG and/or the EPA to inspect, copy, and audit all data and records of Subgrantee relating to the Project and the Subgrantee’s invoices for and use of the Grant Amount.  Subgrantee shall maintain all such data and records intact for a period of not less than three (3) years after the date that the Project is completed.

 

  1. Conflict of Interest.  Subgrantee covenants that presently there is no interest, and none shall be acquired, direct or indirect, which conflicts in any material manner or degree with its performance as required under this Agreement.  Subgrantee further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it.

 

  1. Prohibited Interest.  Subgrantee’s officers, employees or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties to subcontracts.

 

  1. Termination for Cause.  If, through any cause, Subgrantee fails to complete the Project by the Project Completion Date, then ABAG may terminate this Agreement by giving not less than five (5) days prior written notice of such termination which specifies the effective date thereof.

 

  1. Hold Harmless.  Subgrantee shall hold harmless, defend at its own expense and indemnify the EPA, ABAG and its members, officers and employees (Indemnitees) against any and all liability, claims, losses, damages, or expenses, including reasonable attorneys’ fees, arising from all acts or omissions to act of Subgrantee or its officers, agents, or employees in performing under this Agreement; excluding, however, such liability, claims, losses, damages or expenses resulting from an intentional act or the gross negligence of an Indemnitee.

 

  1. Assignment.  This Agreement shall not be assigned, transferred, hypothecated or pledged by Subgrantee or ABAG without prior written consent of the other party which consent shall not be unreasonably withheld; provided, however, that the foregoing provision will not apply to assignments by a party to an affiliate or subsidiary of the party making the assignment.

 

  1. Amendment.  This Agreement may only be amended by a writing signed by both parties.

 

  1. Entire Agreement.  This Agreement and the attachments hereto, comprise the entire agreement between the parties as to the services to be rendered under it.  This Agreement supersedes any and all other agreements, either oral or in writing, between ABAG and Subgrantee with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to such matters.  ABAG and Subgrantee acknowledge that no representations, inducements, promises or agreements, orally or otherwise, have been made to any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other contract, statement, or promise not contained in this Agreement shall be valid or binding.

 

  1. Binding on Heirs.  This Agreement shall be binding upon the heirs, successors, assigns, or transferees of ABAG or Subgrantee, as the case may be.  This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this contract other than as provided above.

 

  1. Time of the Essence.  Time is of the essence in this contract.

 

  1. Headings.  The descriptive headings used in this contract are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

 

  1. Governing Law.  This Agreement will be construed and enforced in accordance with the laws of the State of California.

 

  1. Severability.  Should any part of this Agreement be declared unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties.

 

  1. Other Provisions. The Grant Agreement requires ABAG to include certain terms, conditions or requirements in this Agreement, which are set forth in Exhibit B, and incorporated by this reference. Subgrantee is responsible for determining which, if any, of these terms, conditions or requirements applies to Subgrantee’s provisions of services under this contract.

IN WITNESS WHEREOF, the parties have executed this contract on the dates set forth below.

 

Dated: ____________________                    Subgrantee:

 

_________________________________________

Name, Title

 

 

Dated: _____________________                  Association of Bay Area Governments:

 

 

 

_________________________________________

Ezra Rapport, Executive Director

 

 

Approved as to Legal Form and Content:

 

 

 

_________________________________________

Kenneth K. Moy, Legal Counsel

Association of Bay Area Governments

 

 

 

EXHIBIT A

PROJECT DESCRIPTION AND ELIGIBLE COSTS

 

 

Project Description:

 

 

 

 

 

 

 

 

 

 

Eligible Costs:

 

A.         Hourly billing rates for Subgrantee’s personnel working on the Project shall consist of salary and employee benefits and shall exclude overheasd or indirect costs.

 

Personnel                                                        Hourly Billing Rate

 

 

 

 

 

B.         Reimburrseablle Costs and Expenses:

EXHIBIT B

 

The Grant Agreement requires that ABAG/SFEP insert these provisions into this Agreement. If, under Federal law, Subgrantee is considered a ‘recipient’ for the purpose(s) of one or more of these provisions, Subgrantee shall comply with such provision(s).

 

  1. The recipient shall fully comply with Subpart C of 2 CFR Part 180 and 2 CFR Part 1532, entitled Responsibilities of Participants Regarding Transactions (Doing Business with Other Persons). The recipient is responsible for ensuring that any lower tier covered transaction as described in Subpart B of 2 CFR Part 180 and 2 CFR Part 1532, entitled Covered Transactions, includes a term or condition requiring compliance with Subpart C. The recipient is responsible for further requiring the inclusion of a similar term or condition in any subsequent lower tier covered transactions. The recipient acknowledges that failing to disclose the information as required at 2 CFR 180.335 may result in the delay or negation of this assistance agreement, or pursuance of legal remedies, including suspension and debarment.

 

Recipient may access the Excluded Parties List System at www.epls.gov. This term and condition supersedes EPA Form 5700-49, “Certification Regarding Debarment, Suspension, and Other Responsibility Matters.

 

  1. Management Fees

Management fees or similar charges in excess of the direct costs and approved indirect rates are not allowable. The term “management fees or similar charges” refers to expenses added to the direct costs in order to accumulate and reserve funds for ongoing business expenses, unforeseen liabilities, or for other similar costs which are not allowable under this assistance agreement. Management fees or similar charges may not be used to improve or expand the project funded under this agreement, except to the extent authorized as a direct cost of carrying out the scope of work.

 

  1. Lobbying and Litigation Prohibition

The recipient shall ensure that no grant funds awarded under this assistance agreement are used to engage in lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. The recipient shall abide by 2 CFR 225 (OMB Circular A-87), which prohibits the use of federal grant funds for litigation against the United States or for lobbying or other political activities.

 

The recipient agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying. The recipient shall include the language of this provision in award documents for all subawards exceeding $100,000, and require that sub recipients submit certification and disclosure forms accordingly. In accordance with the Byrd Anti-Lobbying Amendment, any recipient who makes a prohibited expenditure under Title 40 CFR Part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure.

 

  1. Utilization of Disadvantaged Business Enterprises

The recipient agrees to comply with the requirements of EPA’s Program for Utilization of Small, Minority and Women’s Business Enterprises in procurement under assistance agreements as set forth in 40 CFR Part 33. The EPA DBE rule can be accessed at http://www.epa.gov/osbp. In addition, the recipient agrees to make good faith efforts whenever procuring construction, equipment, services and supplies under an EPA assistance agreement, and to ensure that sub-recipients, loan recipients, and prime contractors also comply with 40 CFR Section 33.301. Records documenting compliance with the six good faith efforts shall be retained.

 

The recipient accepts the applicable MBE/WBE fair share objectives/goals negotiated with EPA by the California State Water Resources Control Board as follows:

 

MBE WBE
Construction 24% 6%
Equipment 22% 26%
Services 30% 31%
Supplies 29% 20%

 

By signing this financial assistance agreement, the recipient is accepting the fair share objectives/goals stated above and attests to the fact that it is purchasing the same or similar construction, supplies, services and equipment, in the same or similar relevant geographic buying market as California State Water Resources Control Board.

 

Pursuant to 40 CFR Section 33.404, the recipient has the option to negotiate its own MBE/WBE fair share objectives/goals. If the recipient wishes to negotiate its own MBE/WBE fair share objectives/goals, the recipient agrees to submit proposed MBE/WBE objectives/goals based on an availability analysis, or disparity study, of qualified MBEs and WBEs in their relevant geographic buying market for construction, services, supplies and equipment.

 

The submission of proposed fair share goals with the supporting analysis or disparity study means that the recipient is not accepting the fair share objectives/goals of another recipient. The recipient agrees to submit proposed fair share objectives/goals, together with the supporting availability analysis or disparity study to Joe Ochab, MTS-1, the Regional MBE/WBE Coordinator, within 120 days of acceptance of the financial assistance award. EPA will respond to the proposed fair share objectives/goals within 30 days of receiving the submission. If proposed fair share objectives/goals are not received within the 120 day time frame, the recipient may not expend its EPA funds for procurements until the proposed fair share objectives/goals are submitted.

 

A recipient of a Continuing Environmental Program Grant or other annual grant agrees to create and maintain a bidders list. A recipient of an EPA financial assistance agreement to capitalize a revolving loan fund also agrees to require entities receiving identified loans to create and maintain a bidders list if the recipient of the loan is subject to, or chooses to follow, competitive bidding requirements. Refer to 40 CFR Section 33.501 (b) and (c) for specific requirements and exemptions.

 

  1. ACORN Funding Prohibition

Congress has prohibited EPA from using its FY 2011 appropriations to provide funds to the Association of Community Organizations for Reform Now (ACORN) or any of its subsidiaries. None of the funds provided under this agreement may be used for subawards/subgrants or contracts to ACORN or its subsidiaries. Recipients should direct any questions about this prohibition to their EPA Grants Management Office.

 

  1. Payment to Consultants

Per 40 CFR Part 31.36(j), EPA’s participation in the salary rate (excluding overhead and travel) paid to individual consultants retained by recipients or by a recipient’s contractors or subcontractors shall be limited to the maximum daily rate for a Level IV of the Executive Schedule, to be adjusted annually. The Federal Executive Schedule (i.e., Salary Table) is located at: http://www.opm.gov/oca/ This limit applies to consultation services of designated individuals with specialized skills and if the terms of the contract provide the recipient with responsibility for the selection, direction, and control of the individuals who will be providing services under the contract at an hourly or daily rate of compensation.

 

This rate does not include overhead or travel costs and the recipient may pay these in accordance with its normal travel practices. Subagreements with firms or individuals for services which are awarded using the procurement requirements in 40 CFR Part 31, are not affected by this limitation unless the terms of the contract provide the recipient with responsibility for the selection, direction, and control of the individuals who will be providing services under the contract at an hourly or daily rate of compensation. See 40 CFR Part 31.36(j)(2).

 

  1. In accordance with OMB Circular A-133, which implements the Single Audit Act, the recipient hereby agrees to obtain a single audit from an independent auditor if it expends $500,000 or more in total Federal funds in any fiscal year. Within nine months after the end of a recipient’s fiscal year or 30 days after receiving the report from the auditor, the recipient shall submit a copy of the SF-SAC and a Single Audit Report Package. For fiscal periods 2002 to 2007 recipients are to submit hardcopy to the following address:

 

Federal Audit Clearinghouse

1201 East 10th Street

Jeffersonville, IN 47132

 

For fiscal periods 2008 and beyond the recipient MUST submit a copy of the SF-SAC and a Single Audit Report Package, using the Federal Audit Clearinghouse’s Internet Data Entry System. Complete information on how to accomplish the 2008 and beyond Single Audit Submissions you will need to visit the Federal Audit Clearinghouse Web site: http://harvester.census.gov/fac/.

 

  1. In accordance with the policies set forth in EPA Order 1000.25 and Executive Order 13423 (Strengthening Federal Environmental, Energy and Transportation Management dated January 24, 2007), the recipient shall use recycled paper and double sided printing for all reports which are prepared as a part of this agreement and delivered to EPA. This requirement does not apply to reports prepared on forms supplied by EPA, or to Standard Forms, which are printed on recycled paper and are available through the General Services Administration. Any State agency or agency of a political subdivision of a State shall also comply with the requirements set forth in Section 6002 of the Resource Conservation and Recovery Act (RCRA) (42 U.S.C. 6962), which requires that preference be given in procurement programs to the purchase of specific products containing recycled materials identified in guidelines developed by EPA These guidelines are listed in 40 CFR 247. Regulations issued under RCRA Section 6002 apply to any acquisition of an item where the purchase price exceeds $10,000 or where the quantity of such items acquired in the course of the preceding fiscal year was $10,000 or more.

 

 

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