CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
THIS MEETING WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF GOVERNMENT CODE SECTION 54953 (AS AMENDED BY AB 361) WHICH AUTHORIZES TELECONFERENCED MEETINGS UNDER THE BROWN ACT DURING CERTAIN PROCLAIMED STATES OF EMERGENCY.
THE GOVERNOR OF CALIFORNIA PROCLAIMED A STATE OF EMERGENCY RELATED TO COVID19 ON MARCH 4, 2020. THIS TELECONFERENCED MEETING IS NECESSARY SO THAT THE CITY CAN CONDUCT ESSENTIAL BUSINESS AND IS PERMITTED UNDER GOVERNMENT CODE 54953 IN ORDER TO PROTECT PUBLIC HEALTH AND SAFETY OF ATTENDEES. MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO BY JOINING THE ZOOM MEETING https://fostercityorg.zoom.us/j/81910247337 PUBLIC COMMENTS WILL BE ACCEPTED VIA ZOOM MEETING. ANY EMAILS SENT TO [email protected] WILL BE PROVIDED TO THE CITY COUNCIL PRIOR TO THE MEETING.
Consistent with Government Code Section 54953, this City/District Meeting will be held via teleconference. City Councilmembers/District Board and staff will attend via teleconference.
To maximize public safety while still maintaining transparency and public access, members of the public can observe the meeting from home. Below is information on how the public may observe and participate in the meeting.
To Observe the Meeting via Teleconference/Video Conference:
To access the meeting by computer / smartphone, go to: https://fostercity org.zoom.us/j/81910247337
To dialin via phone:
16699006833 or
14084449171
And enter Webinar ID: 819 1024 7337
To Participate in the Meeting by Providing Public Comment via Teleconference/Video Conference:
During the Meeting: Live verbal public comments may be made by members of the public joining the meeting via Zoom. Zoom access information is provided above. Use the “raise hand” feature (for those joining by phone, press *9 to “raise hand”) during the public comment period for the agenda item you wish to address. The Zoom Host will call on people to speak by name provided or last 4 digits of phone number for dialin attendees. Please clearly state your full name for the record at the start of your public comment.
Before the Meeting: Written public comments for the record may be submitted in advance by 4:00 p.m. the day of the meeting by email to: [email protected] and will be made part of the written record but will not be read verbally at the meeting. Written public comments submitted by email should adhere to the following:
Clearly indicate the Agenda Item No. or specify “Public” in the Subject Line for items not on the agenda Include the submitter’s full name (Recommended but not required) Written public comments received by 4:00 p.m. the day of the meeting will be provided in their entirety to the City Council prior to the meeting and will be made part of the written record but will not be read verbally at the meeting.
Written public comments will be posted to the City’s website for review prior to the meeting.
AGENDA
Monday, December 19, 2022 5:00 PM
SPECIAL MEETING AS CITY COUNCIL/EMID BOARD OF
DIRECTORS
1. CALL TO ORDER
2. ROLL CALL
Councilmembers/ex officio EMID Directors Sam Hindi, Stacy Jimenez, Art Kiesel, Patrick Sullivan, and Mayor/President Jon Froomin
3. PUBLIC
Pursuant to Government Code Section 54954.3(a), members of the public wishing to address the Council may do so, and the comments shall be limited to the Special Meeting notice topic(s). Speakers may join the Zoom meeting via the meeting link and using the “raise hand” feature and the Zoom host will call on people.
4. RESOLUTIONS FOR ADOPTION
4.1. Consideration of Grant Letter of Agreement With the Gilead Sciences Foundation, Inc. and the Receipt of Grant Funding
a) Staff Report
b) Action – A Resolution of the City Council of the City of Foster City Authorizing the City Manager to Execute the Grant Letter of Agreement With the Gilead Sciences Foundation, Inc. and the Receipt of Grant Funding in the Amount of $500,000 to Account No. 30100003691608; and
c) Action – A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing the District Manager to Execute the Grant Letter of Agreement With the Gilead Sciences Foundation, Inc. and the Receipt of Grant Funding in the Amount of $500,000 to Account No. 3010000369 1608
5. ADJOURNMENT
The public is invited to attend.
Any attendee wishing special accommodations at the meeting should contact the City Clerk’s Department at (650) 2863250 at least 48 hours in advance of the meeting.
Any writings or documents provided to a majority of the City Council or EMID Board regarding any item on this agenda after the agenda packet was distributed will be made available for public inspection in the City Clerk Department at City Hall located at 610 Foster City Boulevard during normal business hours and at the meeting.
City Council meetings on FCTV on Comcast Channel 27 and AT&T Channel 99:
LIVE every 1st and 3rd Monday of the month
REPLAY next day at 1:00 pm (that week only)
REPLAY Saturday at 5:00 pm (only on Saturday the week the actual meeting occurs) City Council meetings on https://www.fostercity.org/community/page/fctvlivestream:
STREAMED LIVE every 1st and 3rd Monday of the month
City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes
1 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
THIS MEETING WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF GOVERNMENT CODE SECTION 54953 (AS AMENDED BY AB 361) WHICH AUTHORIZES TELECONFERENCED MEETINGS UNDER THE BROWN ACT DURING CERTAIN PROCLAIMED STATES OF EMERGENCY.
THE GOVERNOR OF CALIFORNIA PROCLAIMED A STATE OF EMERGENCY RELATED TO COVID19 ON MARCH 4, 2020. THIS TELECONFERENCED MEETING IS NECESSARY SO THAT THE CITY CAN CONDUCT ESSENTIAL BUSINESS AND IS PERMITTED UNDER GOVERNMENT CODE 54953 IN ORDER TO PROTECT PUBLIC HEALTH AND SAFETY OF ATTENDEES. MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO BY JOINING THE ZOOM MEETING https://fostercityorg.zoom.us/j/81910247337 PUBLIC COMMENTS WILL BE ACCEPTED VIA ZOOM MEETING. ANY EMAILS SENT TO [email protected] WILL BE PROVIDED TO THE CITY COUNCIL PRIOR TO THE MEETING.
Consistent with Government Code Section 54953, this City/District Meeting will be held via teleconference. City Councilmembers/District Board and staff will attend via teleconference.
To maximize public safety while still maintaining transparency and public access, members of the public can observe the meeting from home. Below is information on how the public may observe and participate in the meeting.
To Observe the Meeting via Teleconference/Video Conference:
To access the meeting by computer / smartphone, go to: https://fostercity org.zoom.us/j/81910247337
To dialin via phone:
16699006833 or
14084449171
And enter Webinar ID: 819 1024 7337
To Participate in the Meeting by Providing Public Comment via Teleconference/Video Conference:
During the Meeting: Live verbal public comments may be made by members of the public joining the meeting via Zoom. Zoom access information is provided above. Use the “raise hand” feature (for those joining by phone, press *9 to “raise hand”) during the public comment period for the agenda item you wish to address. The Zoom Host will call on people to speak by name provided or last 4 digits of phone number for dialin attendees. Please clearly state your full name for the record at the start of your public comment.
Before the Meeting: Written public comments for the record may be submitted in advance by 4:00 p.m. the day of the meeting by email to: [email protected] and will be made part of the written record but will not be read verbally at the meeting. Written public comments submitted by email should adhere to the following:
Clearly indicate the Agenda Item No. or specify “Public” in the Subject Line for items not on the agenda Include the submitter’s full name (Recommended but not required) Written public comments received by 4:00 p.m. the day of the meeting will be provided in their entirety to the City Council prior to the meeting and will be made part of the written record but will not be read verbally at the meeting.
Written public comments will be posted to the City’s website for review prior to the meeting.
AGENDA
Monday, December 19, 2022 5:00 PM
SPECIAL MEETING AS CITY COUNCIL/EMID BOARD OF
DIRECTORS
1. CALL TO ORDER
2. ROLL CALL
Councilmembers/ex officio EMID Directors Sam Hindi, Stacy Jimenez, Art Kiesel, Patrick Sullivan, and Mayor/President Jon Froomin
3. PUBLIC
Pursuant to Government Code Section 54954.3(a), members of the public wishing to address the Council may do so, and the comments shall be limited to the Special Meeting notice topic(s). Speakers may join the Zoom meeting via the meeting link and using the “raise hand” feature and the Zoom host will call on people.
4. RESOLUTIONS FOR ADOPTION
4.1. Consideration of Grant Letter of Agreement With the Gilead Sciences Foundation, Inc. and the Receipt of Grant Funding
a) Staff Report
b) Action – A Resolution of the City Council of the City of Foster City Authorizing the City Manager to Execute the Grant Letter of Agreement With the Gilead Sciences Foundation, Inc. and the Receipt of Grant Funding in the Amount of $500,000 to Account No. 30100003691608; and
c) Action – A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing the District Manager to Execute the Grant Letter of Agreement With the Gilead Sciences Foundation, Inc. and the Receipt of Grant Funding in the Amount of $500,000 to Account No. 3010000369 1608
5. ADJOURNMENT
The public is invited to attend.
Any attendee wishing special accommodations at the meeting should contact the City Clerk’s Department at (650) 2863250 at least 48 hours in advance of the meeting.
Any writings or documents provided to a majority of the City Council or EMID Board regarding any item on this agenda after the agenda packet was distributed will be made available for public inspection in the City Clerk Department at City Hall located at 610 Foster City Boulevard during normal business hours and at the meeting.
City Council meetings on FCTV on Comcast Channel 27 and AT&T Channel 99:
LIVE every 1st and 3rd Monday of the month
REPLAY next day at 1:00 pm (that week only)
REPLAY Saturday at 5:00 pm (only on Saturday the week the actual meeting occurs) City Council meetings on https://www.fostercity.org/community/page/fctvlivestream:
STREAMED LIVE every 1st and 3rd Monday of the month
City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes
2 CITY OF FOSTER CITY/
ESTERO MUNICIPAL IMPROVEMENT DISTRICT
THIS MEETING WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF GOVERNMENT CODE SECTION 54953 (AS AMENDED BY AB 361) WHICH AUTHORIZES TELECONFERENCED MEETINGS UNDER THE BROWN ACT DURING CERTAIN PROCLAIMED STATES OF EMERGENCY.
THE GOVERNOR OF CALIFORNIA PROCLAIMED A STATE OF EMERGENCY RELATED TO COVID19 ON MARCH 4, 2020. THIS TELECONFERENCED MEETING IS NECESSARY SO THAT THE CITY CAN CONDUCT ESSENTIAL BUSINESS AND IS PERMITTED UNDER GOVERNMENT CODE 54953 IN ORDER TO PROTECT PUBLIC HEALTH AND SAFETY OF ATTENDEES. MEMBERS OF THE PUBLIC THAT WISH TO ATTEND AND/OR PARTICIPATE IN A MEETING MAY DO SO BY JOINING THE ZOOM MEETING https://fostercityorg.zoom.us/j/81910247337 PUBLIC COMMENTS WILL BE ACCEPTED VIA ZOOM MEETING. ANY EMAILS SENT TO [email protected] WILL BE PROVIDED TO THE CITY COUNCIL PRIOR TO THE MEETING.
Consistent with Government Code Section 54953, this City/District Meeting will be held via teleconference. City Councilmembers/District Board and staff will attend via teleconference.
To maximize public safety while still maintaining transparency and public access, members of the public can observe the meeting from home. Below is information on how the public may observe and participate in the meeting.
To Observe the Meeting via Teleconference/Video Conference:
To access the meeting by computer / smartphone, go to: https://fostercity org.zoom.us/j/81910247337
To dialin via phone:
16699006833 or
14084449171
And enter Webinar ID: 819 1024 7337
To Participate in the Meeting by Providing Public Comment via Teleconference/Video Conference:
During the Meeting: Live verbal public comments may be made by members of the public joining the meeting via Zoom. Zoom access information is provided above. Use the “raise hand” feature (for those joining by phone, press *9 to “raise hand”) during the public comment period for the agenda item you wish to address. The Zoom Host will call on people to speak by name provided or last 4 digits of phone number for dialin attendees. Please clearly state your full name for the record at the start of your public comment.
Before the Meeting: Written public comments for the record may be submitted in advance by 4:00 p.m. the day of the meeting by email to: [email protected] and will be made part of the written record but will not be read verbally at the meeting. Written public comments submitted by email should adhere to the following:
Clearly indicate the Agenda Item No. or specify “Public” in the Subject Line for items not on the agenda Include the submitter’s full name (Recommended but not required) Written public comments received by 4:00 p.m. the day of the meeting will be provided in their entirety to the City Council prior to the meeting and will be made part of the written record but will not be read verbally at the meeting.
Written public comments will be posted to the City’s website for review prior to the meeting.
AGENDA
Monday, December 19, 2022 5:00 PM
SPECIAL MEETING AS CITY COUNCIL/EMID BOARD OF
DIRECTORS
1. CALL TO ORDER
2. ROLL CALL
Councilmembers/ex officio EMID Directors Sam Hindi, Stacy Jimenez, Art Kiesel, Patrick Sullivan, and Mayor/President Jon Froomin
3. PUBLIC
Pursuant to Government Code Section 54954.3(a), members of the public wishing to address the Council may do so, and the comments shall be limited to the Special Meeting notice topic(s). Speakers may join the Zoom meeting via the meeting link and using the “raise hand” feature and the Zoom host will call on people.
4. RESOLUTIONS FOR ADOPTION
4.1. Consideration of Grant Letter of Agreement With the Gilead Sciences Foundation, Inc. and the Receipt of Grant Funding
a) Staff Report
b) Action – A Resolution of the City Council of the City of Foster City Authorizing the City Manager to Execute the Grant Letter of Agreement With the Gilead Sciences Foundation, Inc. and the Receipt of Grant Funding in the Amount of $500,000 to Account No. 30100003691608; and
c) Action – A Resolution of the Board of Directors of the Estero Municipal Improvement District Authorizing the District Manager to Execute the Grant Letter of Agreement With the Gilead Sciences Foundation, Inc. and the Receipt of Grant Funding in the Amount of $500,000 to Account No. 3010000369 1608
5. ADJOURNMENT
The public is invited to attend.
Any attendee wishing special accommodations at the meeting should contact the City Clerk’s Department at (650) 2863250 at least 48 hours in advance of the meeting.
Any writings or documents provided to a majority of the City Council or EMID Board regarding any item on this agenda after the agenda packet was distributed will be made available for public inspection in the City Clerk Department at City Hall located at 610 Foster City Boulevard during normal business hours and at the meeting.
City Council meetings on FCTV on Comcast Channel 27 and AT&T Channel 99:
LIVE every 1st and 3rd Monday of the month
REPLAY next day at 1:00 pm (that week only)
REPLAY Saturday at 5:00 pm (only on Saturday the week the actual meeting occurs) City Council meetings on https://www.fostercity.org/community/page/fctvlivestream:
STREAMED LIVE every 1st and 3rd Monday of the month
City Council meetings ondemand:
https://www.fostercity.org/agendasandminutes
3 DATE: December 19, 2022
TO: Mayor and Members of the City Council President and Members of the Estero Municipal Improvement District (EMID) Board of Directors
VIA: Stefan Chatwin, City Manager
FROM: Julie Paping, Principal Management Analyst
DEPARTMENT: City Manager, Parks and Recreation, Public Works SUBJECT: Grant Letter of Agreement with the Gilead Sciences Foundation Inc. and the receipt of grant funding in the amount of $500,000 to account no. 301-0000-369-1608.
RECOMMENDATION
It is recommended that the City Council/District Board adopt the attached resolution authorizing the City/District Manager to execute the Grant Letter of Agreement with the Gilead Sciences Foundation Inc. and the receipt of grant funding in the amount of $500,000 to account no. 301-0000-369-1608.
EXECUTIVE SUMMARY
The City of Foster City/Estero Municipal Improvement District was awarded a grant in the amount of $500,000 by the Gilead Sciences Foundation Inc. to be applied toward costs for the Recreation Center Replacement Project (CIP 301-678) specifically related to sustainability, energy efficiency, and other green building measures. In order to accept the funds, it is necessary for the City/District Manager to execute the Grant Letter Agreement (attachment 3).
BACKGROUND/ANALYSIS
In October 2022, staff applied for grant funding from the Gilead Sciences Foundation, Inc. for the Recreation center Replacement Project (CIP 301-678). The grant funding
4.1 Staff Report
4 would be applied directly toward costs associated with LEED Silver design and construction and sustainability in the project. The project team has discussed and is targeting various LEED improvement categories for the Recreation Center Replacement Project, including water use reduction and optimized energy performance.
The list of LEED improvement categories will be refined as the project progresses, and the goal is to achieve LEED Silver Certification for the new Recreation Center.
On December 12, staff was notified by the Gilead Sciences Foundation, Inc. that the City will be awarded $500,000 in grant funding, and they have requested that a Grant Letter Agreement be signed and returned no later than December 23. Therefore, it is necessary for the City Council/District Board to authorize the City/District Manager to execute the Grant Letter Agreement in order for the funds to be issued. Funds will be issued after the Grant Letter Agreement is signed and returned to Gilead Sciences Foundation, Inc.
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
Not Applicable
FISCAL IMPACT
If approved by City Council/District Board, grant funding in the amount of $500,000 will be accepted to account no. 301-0000-369-1608 and will offset costs of the Recreation Center Replacement Project (CIP 301-678) related to sustainability, energy efficiency, and other green building measures. The Recreation Center Replacement Project (CIP 301-678) budget will remain at $55 million.
CITY COUNCIL VISION, MISSION, AND VALUE/PRIORITY AREA
Innovation and Sustainability
Facilities and Infrastructure
ATTACHMENTS:
Attachment 1 - City Resolution
Attachment 2 - EMID Resolution
Attachment 3 - Grant Letter Agreement
4.1 Staff Report
5 RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOSTER CITY AUTHORIZING THE
CITY MANAGER TO EXECUTE THE GRANT LETTER OF AGREEMENT WITH THE GILEAD SCIENCES FOUNDATION, INC. AND THE RECEIPT OF GRANT FUNDING IN THE AMOUNT OF $500,000 TO ACCOUNT NO. 301-0000-369-1608.
CITY OF FOSTER CITY
WHEREAS, staff applied for grant funding from the Gilead Sciences Foundation, Inc. to be applied toward costs for the Recreation Center Replacement Project (CIP 301-678) specifically related to sustainability, energy efficiency, and other green building measures; and WHEREAS, staff was notified on December 12, 2022 by the Gilead Sciences Foundation, Inc. that the City was awarded grant funding in the amount of $500,000; and WHEREAS, Gilead Sciences Foundation, Inc. has required that a Grant Letter Agreement be signed and returned prior to the issuance of grant funds.
NOW, therefore, be it resolved that the City Council of the City of Foster City authorizes the City Manager to execute the Grant Letter of Agreement with the Gilead Sciences Foundation, Inc. and the receipt of grant funding in the amount of $500,000 to account no. 301-0000-369- 1608.
PASSED AND ADOPTED as a resolution by the City Council of the City of Foster City at a Special Meeting thereof held on December 19th, 2022, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
JON FROOMIN, MAYOR
ATTEST:
PRISCILLA SCHAUS, CITY CLERK
4.1 Attachment 1 - City Resolution
6 RESOLUTION NO. ________
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ESTERO MUNICIPAL
IMPROVEMENT DISTRICT AUTHORIZING THE DISTRICT MANAGER TO EXECUTE THE GRANT LETTER OF AGREEMENT WITH THE GILEAD SCIENCES FOUNDATION, INC. AND THE RECEIPT OF GRANT FUNDING IN THE AMOUNT OF $500,000 TO ACCOUNT NO. 301- 0000-369-1608.
CITY OF FOSTER CITY
WHEREAS, staff applied for grant funding from the Gilead Sciences Foundation, Inc. to be applied toward costs for the Recreation Center Replacement Project (CIP 301-678) specifically related to sustainability, energy efficiency, and other green building measures; and WHEREAS, staff was notified on December 12, 2022 by the Gilead Sciences Foundation, Inc. that the District was awarded grant funding in the amount of $500,000; and WHEREAS, Gilead Sciences Foundation, Inc. has required that a Grant Letter Agreement be signed and returned prior to the issuance of grant funds.
NOW, therefore, be it resolved that the Board of Directors of the Estero Municipal Improvement District authorizes the District Manager to execute the Grant Letter of Agreement with the Gilead Sciences Foundation, Inc. and the receipt of grant funding in the amount of $500,000 to account no. 301-0000-369-1608.
PASSED AND ADOPTED as a resolution by the Board of Directors of the Estero Municipal Improvement District at a Special Meeting thereof held on December 19th, 2022, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
JON FROOMIN, PRESIDENT
ATTEST:
PRISCILLA SCHAUS, DISTRICT SECRETARY
4.1 Attachment 2 - EMID Resolution
7 GILEAD FOUNDATION
GRANT LETTER OF AGREEMENT
12/12/2022
Julie Paping
Principal Management Analyst
City of Foster City/Estero Municipal Improvement District 610 Foster City Boulevard
Foster City, California 94404
Dear Julie:
On behalf of the Gilead Foundation (“ Foundation”), I am pleased to inform City of Foster City/Estero Municipal Improvement District (“ Grantee”) that your request for a grant to support the Foster City Recreation Center (“Project”), as set forth in greater detail in your grant proposal and budget 18994 has been approved in the amount of Five Hundred Thousand USD ($500000.00)(“Grant Funds”). Grant Funds must be used solely to support the Project. Please note that the Grant Funds may not be used to subsidize patient purchases of prescription medications.
The Foundation expects that Grant Funds will be disbursed on or around 30 days after 12/12/2022, however, no Grant Funds will be disbursed until the Foundation has received a signed copy of this Grant Letter of Agreement (“Letter Agreement”) from Grantee.
In accepting the Grant Funds, Grantee hereby agrees to the following terms and conditions:
1. Approved Use of Grant Funds . Grantee shall only use Grant Funds for the Project and only during the period beginning as of the date of disbursal through 05/16/2023 (“ Grant Period”). Any material or substantive change in the Project must be approved by the Foundation in writing before Grant Funds may be spent for such material or substantive Project change.
2. Reporting. Grantee shall, within thirty (30) days after the last day of the Grant Period, submit a written report to the Foundation (“ Final Report”) containing the following information:
(a) A description of the progress and achievements of the Project; (b) A financial accounting of all expenditures of Grant Funds; (c) Copies of any publications resulting from the Project; and
4.1 Attachment 3 - Grant Letter Agreement
8 (d) Any other information reasonably requested by the Foundation related to the Grant Funds or the Project.
Grantee acknowledges that certain grant payments made by Foundation may be subject to reporting to the federal government and subsequent public disclosure under Section 6002 of the Patient Protection and Affordable Care Act (Open Payments), including (i) Grant Funds paid to teaching hospitals and (ii) Grant Funds used by Grantee to make payments or other transfers of value to U.S.-licensed physicians or teaching hospitals in connection with the Project. Accordingly, Grantee agrees to provide to Foundation any information necessary for such required reporting. If requested by Foundation, such information shall be included in the financial accounting described above and submitted on the reconciliation spreadsheet provided by Foundation within thirty (30) days after the last program event or activity date for which Grant Funds were used to support, or by February 1 of the following calendar year for reportable transfers of value disbursed in the previous calendar year, whichever comes first. Grantee shall also provide a copy of its Form 990, within 30 days after it is submitted, for each fiscal year within with Grant Funds are expended.
3. Term and Termination. The term of this Letter Agreement shall be from the first date on which both the Foundation and Grantee have executed this Letter Agreement through the three (3) month anniversary of the last day of the Grant Period. If the Foundation determines, in good faith and in its sole discretion, that Grantee has violated or failed to carry out any provision of this Letter Agreement, including but not limited to the failure to submit the Final Report when due, the Foundation may terminate this Letter Agreement effective as of the date of such determination. Upon termination or expiration of this Letter Agreement, Grantee shall, within fifteen (15) days, repay to the Foundation all Grant Funds (a) not expended or (b) expended not in accordance with the terms of this Letter Agreement. The Foundation may also avail itself of any other remedies available by law, including the right to enforce this agreement. Grantee will not challenge the right of the Foundation, or a representative of the Foundation, to bring legal action against Grantee in law or equity to enforce the terms of this Agreement.
4. Right of Inspection . The Foundation (or its designee) may, upon thirty (30) days notice, inspect Grantee’s books and records as they pertain to the use of the Grant Funds. In the event of any such inspection, Grantee will take precautions to avoid the disclosure to the Foundation of any individually identifiable health information. Upon any reasonable request made by the Foundation from time to time, Grantee shall submit to the Foundation any audited financial statements or auditor reports that are available for the fiscal year(s) (or portions of fiscal years) applicable to the term of this Letter Agreement.
2 4.1
Attachment 3 - Grant Letter Agreement
9 5. Indemnification. Grantee irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the Foundation and its affiliates, officers, directors, employees and agents, from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys’ fees) directly, indirectly, wholly or partially arising from or in connection with any act or omission of Grantee, its employees or agents, in applying for or accepting the Grant Funds, in expending or applying the Grant Funds or in carrying out the Project to be supported by the Grant Funds, except to the extent that such claims, liabilities, losses, or expenses result from or in connection with the negligence or willful misconduct of the Foundation.
6. Relationship. Grantee is solely responsible for all activities supported by the Grant Funds, the content of any product created with the Grant Funds and the manner in which any such product may be disseminated. Grantee shall at no time hold itself out as an agent, partner, subsidiary or affiliate of the Foundation for any purpose, and shall have no authority to act on behalf of or bind the Foundation to any obligation.
7. 501(c)(3) Compliance . Grantee shall not use any portion of the Grant Funds in a manner inconsistent with Internal Revenue Code Section 501(c)(3), including: (a) influencing the outcome of any specific election for candidates to public office; (b) inducing or encouraging violations of law or public policy or (c) causing any private inurement or improper private benefit to occur.
8. No Lobbying. No portion of the Grant Funds may be used to influence legislation within the meaning of Internal Revenue Code Section 4945(e).
9. Representations, Warranties and Covenants. Grantee represents, warrants and covenants as follows:
(a) Grantee is an entity in good standing and is qualified as a public charity pursuant to sections 501(c)(3) and 509(a)(1), (2), or (3) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of payment of the Grant Funds and has provided Foundation with a copy of its determination letter from the Internal Revenue Service (“ IRS”) and its three most recent Forms 990, provided, however, that (i) Grantee is not a “type III supporting organization” other than a “functionally integrated type III supporting organization” (both terms as defined in Code Section 4943(f)(5) and (ii) if Grantee is a “supporting organization” (as defined in Code section 509(a)(3)) no “disqualified person” of the Foundation directly or indirectly controls the supporting organization or a “supported organization” (as defined in Code Section 509(f)(3)) of the supporting organization 3 4.1
Attachment 3 - Grant Letter Agreement
10 (b) Grantee represents and warrants that it has not been notified (orally or in writing) by the IRS, a state taxing authority, or the attorney general of a state with jurisdiction over Grantee that its status under Code sections 501(c)(3) or 509(a), its tax-exempt status under state law, or its compliance with other applicable law has been or may be changed or revoked, or that Grantee may no longer be able to make the representations in paragraph 9(a) above, and Grantee also agrees to provide Foundation with immediate written notification if there is any such notification or notification of an investigation to examine that status or compliance; (c) Grantee has the full right and authority to enter into and to carry out this Letter Agreement and that it has no obligations, commitments or restrictions that limit its ability to do so including, without limitation, as a condition to the receipt of any federal or state funds; (d) Grantee is not otherwise required under any contract or agreement with any third party to carry out the activities that are part of the Project;
(e) Grantee will comply with all applicable federal, state, and local laws and regulations applicable to the Project, including without limitation, the federal healthcare program antikickback statute, 42 U.S.C. § 1320a- 7b(b);
(f) Grantee will not include as a cost in any cost report, submitted for federal or state reimbursement purposes, any items provided to the Grantee under this Letter Agreement;
(g) No third parties, including any federal or state health care programs or sources, will be billed nor will any reimbursement be sought for the cost of services or items purchased through the use of Grant Funds pursuant to this Letter Agreement, or otherwise in connection with the Project;
(h) The Foundation is providing the Grant Funds and any ancillary support for the sole purpose of supporting the Project; (i) The Grant Funds and any ancillary support provided by the Foundation are not provided as an inducement or reward for the purchase, use or recommendation of any pharmaceutical product manufactured or marketed by affiliates of the Foundation (including Gilead Sciences, Inc.) or to promote such products, and Grantee is not required to purchase, order, recommend, or prescribe to any patients any such products due to receipt of the Grant Funds;
(j) If Grantee obtains individually identifiable health information about one or more individuals in connection with the Project, Grantee will 4 4.1
Attachment 3 - Grant Letter Agreement
11 safeguard any and all such individually identifiable health information, including against disclosure to the Foundation, and shall use or disclose said information only as permitted by applicable state and federal laws;
10. Government Reporting Obligations. Grantee understands and agrees that the Foundation or its affiliates may be required to post or report to government entities all amounts disbursed to Grantee under this Letter Agreement. Grantee further agrees to provide, at the Foundation’s or its affiliates’ reasonable request, any information necessary for the Foundation or its affiliates to make such required posting or reporting.
11. Publication of Research. Any information contained in publications, studies or presentation of the research funded by the Grant Funds shall be made available to the public following such reasonable requirements or procedures as the Foundation and Grantee may agree to from time to time. The Foundation shall have a non-exclusive, irrevocable right to use, reproduce and distribute any publications, studies or data produced in the course of the research funded through the Grant Funds, in its sole discretion.
12. Publicity. Grantee shall not use the name of the Foundation or its affiliates, or the name of the Foundation’s or its affiliates’ employees, agents or assigns in any form of advertisement or publicity without first obtaining the Foundation’s or its affiliates’ written approval for such use. The Foundation and its affiliates reserve the right to use Grantee’s name in publicly-available materials describing Foundation grant disbursements.
13. Assignment. Grantee may not assign this Letter Agreement without the prior written consent of the Foundation.
14. Governing Law, Jurisdiction, Venue. All questions relating to the execution, interpretation and performance of this Letter Agreement shall be governed by the laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule thereof, and any dispute between the parties shall be resolved in a court of competent jurisdiction in California. Grantee therefore consents and agrees as follows: (i) that such court shall have personal jurisdiction over it in any lawsuit relating to or arising out of this Agreement; (ii) that venue is proper in such court; and (iii) that service of process may be served on it outside California. Grantee hereby also waives any defense it may have of lack of personal jurisdiction, improper venue, or insufficiency of service of process in any lawsuits filed in such courts.
15. Miscellaneous. This Letter Agreement constitutes the entire understanding between the Foundation and Grantee and supersedes all prior written or oral proposals or agreements pertaining to the subject matter herein. Neither this Letter Agreement nor any other statement, oral or 5 4.1
Attachment 3 - Grant Letter Agreement
12 written, nor the disbursement of the Grant Funds, shall be interpreted to create any pledge or any commitment by the Foundation to make any other grant to Grantee. No modification of this Letter Agreement will be effective unless made in writing and executed by duly authorized representatives of the Foundation and Grantee. If any provision of this Letter Agreement is held invalid, all other provisions of this Letter Agreement shall remain in effect; provided, however, that the invalid provision may be modified by mutual written agreement of the Foundation and Grantee, an arbitrator or a court of law, as needed to make such provision valid. This Letter Agreement may be executed in multiple counterparts, each of which shall be deemed as original, but all of which, when taken together, shall constitute one and the same instrument.
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6 4.1
Attachment 3 - Grant Letter Agreement
13 Please sign below to indicate agreement to this Letter Agreement, make a copy for your files and return a signed copy to Kate Wilson, Executive Director, Gilead Foundation., 333 Lakeside Drive, Foster City, CA 94404 or by email to [email protected].
City of Foster City/Estero Municipal Improvement District By:
Name: Stefan Chatwin
Title: City Manager
Date: ________________________
Acknowledged and Agreed to:
GILEAD SCIENCES FOUNDATION, INC.
By:
Name:
Title:
Date: ________________________
7 4.1
Attachment 3 - Grant Letter Agreement
14