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HomeMy WebLinkAbout2006 S EMS - Accept COPS Interoperable Communication Technology Grant Program AwardS- ~' Contract for Use of The City of Durham 2005 COPS Interoperable Communications Technology Grant between the City of Durham and the Orange County, pagel CONTRACT FOR USE OF THE CITY OF DURHAM 2005 COPS INTEROPERABLE COMMUNICATIONS TECHNOLOGY GRANT BY ORANGE COUNTY This contract is made and entered into as of the 1 S` day of April, 2006 by the City of Durham ("City") and the Orange County ("Sub-recipient"). WHEREAS, the City has applied for and been awarded a grant from the U.S. Department of Justice, Office of Community Oriented Policing Services, CFDA number 16.710, Grant Number 2005INWX0011, authorized under 42 U.S.C. § 3796dd. WHEREAS, the City wishes to engage the Sub-recipient to assist the City in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that: Sec. 1. Background and Purpose. This is a contract between the Sub-recipient and the City which establishes the terms and conditions under which the Sub-recipient will expend grant funds provided to the City of Durham by the U.S. Department of Justice, Office of Community Oriented Policing Services and perform as indicated in Sec. 2. Sec. 2. Term, Services and Scope to be Performed Presumption that Duty is Sub-recipient's. The term of this contract is from September 1, 2005 to either August 31, 2008 or until such time as all grant funds are expended. The Sub-recipient shall perform, within the period of this contract: I. Scope of Service. A. Activities. The Sub-recipient shall use grant funds to carry out activities to establish a modern radio dispatch console system which will allow patching between various agencies within Orange County and with agencies from neighboring counties who respond to calls for mutual aid and to purchase portable radios allowing interoperability on 800 MHz systems in the region. B. Objectives/Purposes. The Sub-recipient certifies that the activities carried out with funds provided under this Contract will meet one or more of objectives/purposes in accordance with 42 U.S.C. § 3796dd (Attachment C). C. Performance Monitoring. The City will monitor the performance of the Sub-recipient against project goals and performance standards as specified in City's Application for Federal Assistance (Attachment A). D. ~ecial Conditions. The Sub-recipient will comply with any Special Conditions imposed by the awarding agency as conditions to the award, per Attachment B. E. Non-discrimination. The Sub-recipient agrees to comply with all Federal civil rights laws, including but not limited to the requirements pertaining to and submitting an EEOP, reporting Findings of Discrimination, and providing language services to LEP persons. F. Supplantins. The Sub-recipient certifies that Federal funds will be used to supplement existing funds for program activities and not to replace those funds that have been appropriated for the same purpose. Potential supplanting can be the subject of monitoring and audits. Violations can result in a range of penalties and civil and/or criminal penalties. G. Travel. The Sub-recipient shall obtain prior written approval from the City for any travel under this contract, other than for training, that maybe outside the combined boundaries of Durham and Orange Counties. H. Equiyment. All equipment purchased with funds under this contract shall be clearly identified, with records maintained according to Federal property and retention rules, as specified in the current OJP Financial Guide. I. Progress Reports. The Sub-recipient shall submit quarterly Progress deports to the City that describes project activities during the reporting period and any additional information Contract for Use of The City of Durham 2005 COPS Interoperable Communications Technology Grant between the City of Durham and the Orange County, page2 requested, as reasonable, by the City. II. Administrative Requirements A. Financial Management. 1. AccountingStandazds: The Sub-Recipient agrees to comply with OMB Circular A- 102, "Uniform Administrative Requirements for Grants and Cooperative Agreements With State and Local Governments" and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles: The Sub-recipient shall administer its program in conformance with OMB Circular A-87, "Cost Principles for State, Local and Indian Tribal Governments." These principles shall be applied for all costs incurred whether charged on a direct or indirect basis. 3. Audit. The Sub-recipient hereby agrees to have an annual agency audit conducted in accordance with OMB Circular A-133. B. Documentation and Record Keenine. 1. Records to be Maintained. The Sub-recipient shall maintain all records required by the Federal regulations specified that are pertinent to the activities to be fiznded under this contract. Such records shall ittclude, but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the Objectives of the awarding agency; as specified above in Sec 2-I(B); c. Records required to detemvne the eligibility of activities and participants; d. Financial records as required by OMB Circulars A-102 or 2CFR Part 215, as applicable; e. .Other records necessary to document compliance with Federal Cost Principles. 2. Retention. The Sub-recipient shall retain all records pertinent to expenditure incurred under this contract for a period of three (3) years after the termination of all activities funded under this contract. Records for non-expendable property acquired with funds under this contract shall be retained for three (3) yeazs after final disposition of such property. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-yeaz period, whichever occurs later. 3. Close-Outs. The Sub-recipient's obligation to the City shall not end until all close- out requirements aze completed. Activities during this close-out period shall include, but aze not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the City), and determin;ng the custodianship of records. 4. Audits & Inspections. All Sub-recipient xecords with respect to any matters covered by this Agreement shall be made available to the City, grantor agency, their designees or the Federal Government, at any time during normal business hours, as often as the City or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Sub-recipient within 30 days after receipt by the Sub-recipient. In this contract, "Work" means the services that the Sub-recipient is required to perform pursuant to this contract and all of the Sub-recipient's duties to the City that arise out of this contract. Unless the context requires otherwise, if this contract states that a task is to be performed or that a duty is owed, it shall be presumed that the task or duty is the obligation of the Sub-recipient. Sec. 3. Complete Work without Extra Cost. Except to the extent otherwise specifically stated in this contract, the Sub-recipient shall obtain and provide, without additional cost to the City, all labor, Contract for Use of The City of Durham 2005 COPS Interoperable Communications Technology Grant between the City of Durham and the Orange County, page3 materials, equipment, transportation, facilities, services, permits, and licenses necessary to perform the Work. Sec. 4. Sub-recipient's Billin s tg o City. Compensation. I. Budget. The total budget in this section was determined in the City's Application for Federal Assistance. The portion of federal funds to be passed through to Sub-recipient was approved as specified in the application. The Sub-recipient will provide a 25% local match to receive funds under the federal allocation. The City shall pay to the Sub-recipient, an amount up to, but not to exceed $1,014,870 for reimbursements of expenditures in accordance with the budget approved in the City's Application for Federal Assistance. The Sub-recipient will provide matching funds in an amount up to $338,290, which represents 25% of total project cost indicated in the budget below. Equipment $1,350,760 Travel 2,400 Total Budget $1,353,160 The City shall not be obligated to pay the Sub-recipient any payments, fees, expenses, or compensation other than those authorized by this section. II. Billings to the City. The Sub-recipient shall send invoices to the City on a quarterly basis for the amounts to be paid pursuant to this contract. Each invoice shall document, to the reasonable satisfaction of the City: such information as maybe reasonably requested by the City. Invoices should reflect budget categories above. Copies of receipts and ledger pages should be included with the invoice. The City will reimburse the Sub-recipient quarterly, subject to timely submissions by the Sub-recipient to the City all necessary reports and statements. Within thirty days of receipt by the City receives an invoice, the City shall send the Sub-recipient a check in payment for all undisputed amounts contained in the invoice. Sec. 5. Performance of Work bYCity. If the Sub-recipient fails to perform the Work in accordance with the schedule referred to in Section 2 above, the City may, in its discretion, in order to bring the project closer to the schedule, perform or cause to be performed some or all of the Work, and doing so shall not waive any of the City's rights and remedies. Before doing so, the City shall give the Sub-recipient 30 days advance written notice of the City's intention to perform the work. The Sub-recipient may avoid performance by the City of the Sub-recipient's duties under this section by tendering to the City, during the 30-day notice period, evidence that the Sub-recipient has performed the Work in accordance with the schedule referred to in Section 2 above. The Sub-recipient shall reimburse the City for additional costs incurred by the City in exercising its right to perform or cause to be performed some or all of the Work pursuant to this section. Sec. 6. Attachments. The following attachments are made a part of this contract: Attachment A: Excerpt from 2005 COPS Interoperable Communications Technology Grant Program Application for Federal Assistance, containing 10 pages. Attachment B: COPS Interoperable Communications Technology Grant Award, containing 1 page. Attachment C: Conditions of COPS Interoperable Communications Technology Grant Award containing 1 page. Attachment D: 42 U.S.C. § 3796dd, containing 5 pages. Attachment E: Request for Reimbursement Form, containing 1 page. Contract for Use of The City of Durham 2005 COPS Interoperable Communications Technology Grant between the City of Durham and the Orange County, page4 In case of conflict between an attachment and the text of this contract excluding the attachment, the text of this contract shall control. Sec. 7. Notice. (a) All notices and other communications required or permitted by this contract shall be in writing and shall be given either by personal delivery, fax, or certified United States mail, return receipt requested, addressed as follows: To the City: Jesse Burwell City of Durham Police Department 505 W. Chapel Hill Street Durham, NC 27701 The fax number is (919) 560-4899. To the Sub-recpient: Kenneth T. Chavious Orange County Finance Department 208 S. Cameron Street Hillsborough, NC 27278 The fax number is (919) 644-3324 (b) Change of Address. Date Notice Deemed Given. A change of address, fax number, or person to receive notice maybe made by either party by notice given to the other party. Any notice or other communication under this contract shall be deemed given at the time of actual delivery, if it is personally delivered or sent by fax. If the notice or other communication is sent by United States mail, it shall be deemed given upon the third calendar day following the day on which such notice or other communication is deposited with the United States Postal Service or upon actual delivery, whichever first occurs. Sec. 8. Indemnification. (a) To the maximum extent allowed by law, the Sub-recipient shall defend, indemnify, and save harmless Indemnitees from and against all Charges that arise in any manner from, in connection with, or out of this contract as a result of acts or omissions of the Sub-recipient or anyone directly or indirectly employed by any of them or anyone for whose acts any of them maybe liable. In performing its duties under this subsection "a," the Sub-recipient shall at its sole expense defend Indemnitees with legal counsel reasonably acceptable to City. (b) Definitions. As used in subsections "a" above and "c" below -- "Charges" means claims, judgments, costs, damages, losses, demands, liabilities, duties, obligations, fines, penalties, royalties, settlements, and expenses (included without limitation. within "Charges" are (1) interest and reasonable attorneys' fees assessed as part of any such item "Indemnitees" means City and its officers, officials, independent Sub-recipients, agents, and employees, excluding the Sub-recipient. (c) Other Provisions Separate. Nothing in this section shall affect any warranties in favor of the City that are otherwise provided in or arise out of this contract. This section is in addition to and shall be construed separately from any other indemnification provisions that maybe in this contract. (d) Survival. This section shall remain in force despite termination of this contract (whether by expiration of the term or otherwise) and termination of the services of the Sub-recipient under this contract. Sec. 9. Miscellaneous (a} Choice of Law and Forum. This contract shall be deemed made in Durham County, North Carolina. This contract shall be governed by and construed in accordance with the law of North Carolina. The exclusive forum and venue for all actions arising out of this contract shall be the North Carolina General Court of Justice, in Durham County. Such actions shall neither be commenced in nor removed to federal court. 'This subsection (a) shall not apply to subsequent actions to enforce a judgment entered in actions heard pursuant to this section. (b) Waiver. No action or failure to act by the City shall constitute a waiver of any of its rights or remedies that arise out of this contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as maybe specifically agreed in writing. Contract for Use of The City of Durham 2005 COPS Interoperable Communications Technology Grant between the City of Durham and the Orange County, pages (c) Performance of Government Functions. Nothing contained in this contract shall be deemed or construed so as to in any way estop, limit, or impair the City from exercising or performing any regulatory, policing, legislative, governmental, or other powers or functions. (d) Severability. If any provision of this contract shall be unenforceable, the remainder of this contract shall be enforceable to the extent permitted by law. (e) Assignment. Successors and Assigns. Without the City's written consent, the Sub-recipient shall not assign (which includes to delegate) any of its rights (including the right to payment) or duties that arise out of this contract. The City Manager may consent to an assignment without action by the City Council. Unless the City otherwise agrees in writing, the Sub-recipient and all assignees shall be subject to all of the City's defenses and shall be liable for all of the Sub-recipient's duties that arise out of this contract and all of the City's claims that arise out of this contract. Without granting the Sub-recipient the right to assign, it is agreed that the duties of the Sub-recipient that arise out of this contract shall be binding upon it and its heirs, personal representatives, successors, and assigns. (f) Compliance with Law. In performing all of the Work, the Sub-recipient shall comply with all applicable law. (g) City Policy. THE CITY OPPOSES DISCRIMINATION ON THE BASIS OF RACE AND SEX AND URGES ALL OF ITS SUB-RECIPIENTS TO PROVIDE A FAIR OPPORTUNITY FOR MINORITIES AND WOMEN TO PARTICIPATE IN THEIR WORK FORCE AND AS SUBSUB- RECIPIENTS AND VENDORS UNDER CITY CONTRACTS. (h) EEO Provisions. During the performance of this Contract the Sub-recipient agrees as follows: (1) The Sub-recipient shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, political affiliation or belief, age, or handicap. The Sub-recipient shall take affirmative action to insure that applicants aze employed and that employees aze treated equally during employment, without regazd to race, color, religion, sex, national origin, political affiliation or belief, age, or handicap. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Sub-recipient shall post in conspicuous places, available to employees and applicants for employment, notices setting forth these EEO provisions. (2) The Sub-recipient shall in all solicitations or advertisement for employees placed by or on behalf of the Sub-recipient, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, political affiliation or belief, age, or handicap. (3) The Sub-recipient shall send a copy of the EEO provisions to each labor union or representative of workers with which it has a collective bazgaining agreement or other contract or understanding. (4) In the event of the Sub-recipient's noncompliance with these EEO provisions, the City may cancel, terminate, or suspend this contract, in whole or in part, and the City may declaze the Sub-recipient ineligible for further City contracts. (5) Unless exempted by the City Council of the City of Durham, the Sub-recipient shall include these EEO provisions in every purchase order for goods to be used in performing this contract and in every subcontract related to this contract so that these EEO provisions will be binding upon such subcontractors and vendors. (i) SDBE. The Sub-recipient shall comply with all applicable provisions of Chapter 26 of the Durham City Code (Equal Business Opportunities Ordinance), as amended from time to time. The failure of the Sub-recipient to comply with that chapter shall be a material breach of contract which may result in the rescission or termination of this contract and/or other appropriate remedies in accordance with the provisions of that chapter, this contract, and State law. The Participation Plan submitted in accordance with that chapter is binding on the Sub-recipient. Section 26-10(f) of that chapter provides, in part, "If the City Manager determines that the Sub-recipient has failed to comply with the provisions of the Contract, the City Manager shall notify the Sub-recipient in writing of the deficiencies. The Sub-recipient shall have 14 days, or such time as specified in the Contract, to cure the deficiencies or establish that there are no deficiencies." It is stipulated and agreed that those two quoted sentences apply only to the Sub-recipient's alleged violations of its obligations under Chapter 26 and not to the Sub-recipient's alleged violations of other obligations. (j) No Third Party Rights Created. This contract is intended for the benefit of the City and the Sub-recipient and not any other person. (k) Princ~les of Interpretation and Definitions. In this contract, unless the context requires otherwise: (1) The singular includes the plural and the plural the singular. The pronouns "it" and "its" include the masculine and feminine. References to statutes or regulations include all statutory or regulatory Contract for Use of The City of Durham 2005 COPS Interoperable Communications Technology Grant between the City of Durham and the Orange County, page6 provisions consolidating, amending, or replacing the statute or regulation. References to contracts and agreements shall be deemed to include all amendments to them. The words "include," "including," etc. mean include, including, etc. without limitation. (2) References to a "Section" or "section" shall mean a section of this contract: (3) "Contract" and "Agreement," whether or not capitalized, refer to this instrument. (4) Titles of sections, paragraphs, and articles are for convenience only, and shall not be construed to affect the meaning of this contract. (5) "Duties" includes obligations. (6) The word "person" includes natural persons, firms, companies, associations, partnerships, trusts, corporations, governmental agencies and units, and other legal entities. (7) The word "shall" is mandatory. (8) The word "day" means calendar day. (1) Modifications. Entire Agreement. A modification of this contract is not valid unless signed by both parties and otherwise in accordance with requirements of law. Further, a modification is not enforceable against the City unless the City Manager or a deputy or assistant City Manager signs it for the City. This contract contains the entire agreement between the parties pertaining to the subject matter of this contract. With respect to that subject matter, there are no promises, agreements, conditions, inducements, warranties, or understandings, written or oral, expressed or implied, between the parties, other than as set forth or referenced in this contract. (m) City's Manager's AuthoritX. To the extent, if any, the City has the power to suspend or terminate this contract or the Sub-recipient's services under this contract, that power maybe exercised by City Manager or a deputy or assistant City Manager without City Council action Sec. 10. Termination for Convenience ("TFC"). (a) Procedure. Without limiting any party's right to terminate for breach, either party may, with or without cause, and in its discretion, terminate this contract for convenience by giving the non-terminating party written notice that refers to this section. TFC shall be effective at the time indicated in the notice. (b) Obligations. Upon TFC, all obligations that are still executory on both sides are discharged except that any right based on prior breach or performance survives, and the indemnification provisions shall remain in force. In case the City terminates this contract, the Sub- recipient shall follow the City's instructions as to which subcontracts to terminate. (c) Payment. The City shall pay the Sub-recipient an equitable amount for the costs and charges that accrue because of the City's decision with respect to the subcontracts that are terminated by the City, but excluding profit for the sub- , recipient. Within 20 days after TFC, the City shall pay the Sub-recipient for all Work performed except to the extent previously paid for. IN WITNESS WHEREOF, the City and the Sub-recipient have caused this contract to be executed under seal themselves or by their respective duly authorized agents or officers. This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. City's finance officer Date Contract for Use of The City of Durham 2005 COPS Interoperable Communications Technology Grant between the City of Durham and the Orange County, page? ATTEST: CITY OF DURHAM By: Date: D. Ann Gray, City Clerk Patrick W. Baker, City Manager NORTH CAROLINA ACKNOWLEDGMENT BY CITY OF DURHAM COUNTY of DURHAM I, ,a Notary Public in and for the aforesaid County and State, certify that personally appeared before me this day, and acknowledged that she is the City Clerk of the City of Durham, a municipal corporation, and that by authority duly given and as the act of the City, the foregoing contract was signed in its corporate name by its City Manager, sealed with its corporate seal, and attested by its said City Clerk or Deputy City Clerk. This the day of . 20 My commission expires: Notary Public Contract for Use of The City of Durham 2005 COPS Interoperable Communications Technology Grant between the City of Durham and the Orange County, page8 COUNTY OF ORANGE G ~ 9r_ This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. County's Finance Officer. Dat~ Clerk to the Board of ommissioners ~ag~`~ NORTH C LINA ACKNOWLEDGMENT OF COUNTY OF ORANGE COUNTY of , s'C~n G,~ I, r ~ ~ li (,{J C~nS , a Notary Public in and for the aforesaid County and State certify that ~ personally appeared before me this day, and acknowledged that he or she is the Clerk to the Board of Commissioners for the County of Orange, a N. C. political subdivision, and that by authority duly given and as the act of the County, the foregoing contract with the City of Durham was signed in its corporate name by the Cha' of said Boazd, sealed with its corporate seal, and attested by its said Clerk. This the ~ ~ day f , 20 C7~_ s~ ~..I, ~, ATTEST: By: Date: - li - p ~ J ~ Link, County M ger ax Notary Public M~c ~ ~ ~i~ ~pires: c7FFiCiAL SEAL Votary Publ~. North Carolina ORANGE COUNTY _ MONICA C EVANS My Commissron Expires t~ ' (~