MEMORANDUM OF UNDERSTANDING BETWEENTHE CITY OF SACRAMENTO (SACRAMENTO

REGIONAL OFFICE OF HOMELAND SECURITY)

AND THE COUNTY OF SAN MATEO

This Sacramento Regional Office of Homeland Security Memorandum of Understanding (“MOU”) is made and entered into this_____ day of____________, 2010, by and between the City of Sacramento, acting by and through its Police Department, and the COUNTY OF SAN MATEO (collectively referred to as "Parties" or in the singular as “Party”, as a context requires).

RECITALS

The Parties have entered into this MOU with reference to the following facts and circumstances:

WHEREAS, United States Department of Homeland Security (DHS) provides financial assistance for the Urban Area Security Initiative (UASI) grant programs; and

WHEREAS, the City of Sacramento, Police Department has been designated as the grantee and fiscal agent for UASI funds granted by the DHS through California’s Emergency Management Agency (Cal-EMA) with responsibility to establish procedures and execute sub-grant agreements for UASI grant programs; and

WHEREAS, the Sacramento Regional Office of Homeland Security (SROHS) was established to provide overall governance of the homeland security program across the Sacramento UASI region, to coordinate development and implementation of all UASI Program Initiatives and to ensure compliance with all UASI Program Requirements; and

WHEREAS, the interoperable communications grant awards may be used for Project 25 based mission-critical voice systems, innovative communication technologies, gaps and tactical interoperability, and improving the state's system of systems of communication within and among corresponding regions;

NOW, THEREFORE, in recognition of the foregoing, the parties hereby agree as follows:

1. PURPOSE

The purpose of this MOU is to formally recognize the understanding among the Parties that, subject to the terms and conditions of the Fiscal Year 2008 (FY08) Urban Area Security Initiative grant award, the City of Sacramento, Police Department will transfer all rights, title and interest in microwave equipment purchased with FY08 UASI grant funds, sub-granted by the County of San Francisco, valued at approximately $194,792 (Appendix A), to the COUNTY OF SAN MATEO in connection with the Capital-Bay Interoperable Communications Project approved by the Department of Homeland Security for the Fiscal Year 2008 Urban Area Security Initiative Grant.

2. PERFORMANCE

A. Joint Project. In connection with the Capital-Bay Interoperable Communications Project, the COUNTY OF SAN MATEO shall work with the County of Sacramento / Sacramento Regional Radio Communications System (SRRCS) to expand the regional microwave network that includes the San Francisco Bay Area and Sacramento.

By taking ownership of the equipment, the COUNTY OF SAN MATEO agrees to (as described in further detail in Section 2(B) Regional Accountability):

1. Maintain, manage, and operate the equipment in its jurisdiction.

2. Allow the equipment to be used for interoperable voice and data communications between the Sacramento and Bay Area regions.

B. Regional Accountability. Use of UASI grant funds to plan, engineer, design, procure, use or maintain any equipment under the Capital-Bay Interoperable Communications Project requires that the asset shall be made available as a regional asset. By executing this MOU, the COUNTY OF SAN MATEO certifies that if it participates in the Capital-Bay Interoperable Communications Project by receiving components or other equipment purchased with grant funds, it shall maintain the identified component of the regional microwave network within its jurisdiction until the end of the equipments’ useful life as determined by COUNTY OF SAN MATEO and make those assets available for regional access and use as legally allowable and appropriate.

C. Record-Keeping. The COUNTY OF SAN MATEO shall establish and maintain administrative, programmatic and fiscal management records as applicable and in accordance with federal and state requirements, and:

1. Maintain financial management systems that support grant activities in

accordance with federal and state requirements, including but not limited to requirements in 28 Code of Federal Regulations ("C.F.R.") Part 66.20, and the Office of Justice Programs Financial and Administrative Guide for Grants, Part II, Chapter 3.

2. Maintain an equipment tracking system that complies with federal and state requirements, including but not limited to requirements in 28 C.F.R. Parts 66.32 and 66.33, and the Office of Justice Programs Financial and Administrative Guide for Grants, Part III, Chapter 6.

3. Retain records in accordance with federal and state requirements, including but not limited to requirements in the Office of Justice Programs Financial and Administrative Guide for Grants, Part III, Chapter 12.

D. Certification Requirements. The COUNTY OF SAN MATEO shall ensure that any sub-grantees or contractors with which the COUNTY OF SAN MATEO enters any agreement comply with the certification requirements under 28 C.F.R. Part 67, Government-wide Debarment and Suspension (Non-Procurement); 28 C.F.R. Part 69, New Restrictions on Lobbying; and 28 C.F.R. Part 83, Government-wide Requirements for a Drug-Free Workplace (Grants). The COUNTY OF SAN MATEO shall independently verify that any sub-grantee, contractor or other entity performing work for this Project is not debarred or suspended by the federal government and maintain proof of this verification in their files.

E. Reporting Requirements. The COUNTY OF SAN MATEO shall provide, in a prompt and timely manner, financial, operational and other reports, as requested by the City of Sacramento, in form and substance satisfactory to the City of Sacramento. The COUNTY OF SAN MATEO shall make available to the City of Sacramento, its employees and authorized representatives, during regular business hours all of the files, records, books, invoices, documents, payrolls and other data required to be established and maintained by the COUNTY OF SAN MATEO related to this MOU. The COUNTY OF SAN MATEO has the obligation to maintain such files, records, books, invoices, documents, payrolls and other data for the time specified under this grant period.

3. NO JOINT VENTURE

This MOU shall not create among the parties a joint venture, partnership, or any other relationship of association.

4. NO GRANT OF AGENCY

Except as the Parties may specify writing, no Party shall have authority, express or implied, to act on behalf of any other Party in any capacity whatsoever as an agent. No Party shall have any authority, express or implied, pursuant to this MOU, to bind any other party to any obligation whatsoever.

5. INDEMNITY

Each party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other Parties, their officers, directors, agents, employees, subcontractors, and volunteers from and against all demands, claims, actions, liabilities, losses, damages and costs, including payment of reasonable attorneys’ fees, arising out of or resulting from the performance of this MOU, caused in whole or in part by the negligent or intentional acts or omissions of the indemnifying Party, its officers, directors, agents, employees, subcontractors, or volunteers.

It is the intention of the Parties that where fault is determined to have been contributory, principles of comparative fault will be followed and each party shall bear the proportionate cost of any damage attributable to the fault of that party, its officers, directors, agents, employees, subcontractors, or volunteers.

This indemnity provision shall survive the expiration or earlier termination of this MOU.

6. COUNTERPARTS

This MOU may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a one and the same instrument.

7. TERM

The performance period for this grant ends April 29, 2011, however, the terms of this MOU shall commence upon signature by all Parties and shall remain in effect until all of the grant awards have been exhausted or the grant award has been closed.

8. NOTICES AND OTHER COMMUNICATIONS

Unless otherwise specifically provided herein, all notices, consents, directions, approvals, instructions, requests and other communications hereunder shall be in writing, shall be addressed to the person and address set forth below and shall be (a) deposited in the U.S. mail, first class, certified with return receipt requested and with appropriate postage, (b) hand delivered or (c) sent via electronic mail (if an electronic mail address is provided below):

If to Sacramento Regional Office of Homeland Security:

Sacramento Police Department

Office of Homeland Security

Attn: Lt. Steve Quinn

5770 Freeport Blvd.

Sacramento, CA 95822

(916) 874-2172

squinn@pd.cityofsacramento.org

If to COUNTY OF SAN MATEO:

San Mateo County Sheriff’s Office

400 County Center

Redwood City, CA 94063

Attn: Kathy Pape

9. ENTIRE AGREEEMENT

This Agreement sets forth the entire Agreement between the parties, and supersedes all other oral or written provisions.

_____________________________ _____________________________

CITY OF SACRAMENTO COUNTY OF SAN MATEO

Authorized Agent Authorized Agent

______________________________ _____________________________

Printed Name and Title Printed Name and Title

_______________________________ ______________________________

Date Date

Approved as to Form: Approved as to Form:

City Attorney County Attorney

City of Sacramento COUNTY OF SAN MATEO

By: ______________________________ By: _____________________________

APPENDIX A