HomeMy WebLinkAboutS Grant Agreement – EMS Acceptance of Grant Public Safety Foundation of America for Wireless 9-1-1~'A~ ~ h41~~ (e~ ~~~ ~~~~~
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DECEIVED FEB 2 7 2004
PUBLIC SAFETY FOUNDATION OF AMERICA, INC.
GRANT AGREEMENT
THIS GRANT AGREEMENT is entered into this 27th day of January, 2004 (the "Effective
Date") by and between the PUBLIC SAFETY FOUNDATION OF AMERICA, INC., a Florida not-
for-profit corporation (the "Grantor") and Orange County Emergency Management (the "Grantee"),
Grant Identification Number NC-303-0059.
1. Execution of Agieement. Grant agreements must be executed and returned within
thirty (30) days from date of receipt by Grantee. Failure to return the executed agreement within 30
days may result in revocation of the grant award.
2~ Pam. The `Budget" attached to this Agreement as Exhibit "A" states the
maximum. amount of grant funds and the maximum. ~si.Io~.,~~aic costs for the easka ~dex§titsed in th.:
"Project Statement" attached to this Agreement as Exhibit "B." The Board shall reimburse the
Grantee in accordance with the terms and conditions contained herein, for only those services
specified in the Project Statement, and only up to such amounts set forth in the Budget. Grantee
expressly acknowledges and agrees that the grant award made herein is limited solely to the funds
specified in the Budget, and nothing contained herein shall be construed so as to be a continuing
commitment of funding or maintenance on the Grantor's part of the project described in the Project
Statement, or of any other work or operations conducted by the Grantee. Grantee expressly
acknowledges and agrees that the Budget may not include all amounts necessary for completion of
work set forth in the Project Statement. In light of the foregoing, Grantee represents and warrants
to Grantor that Grantee has sufficient resources available for substantial completion of the project
set forth in the Project Statement.
(a) The Grantee shall carry out the work described in the Project Statement in
accordance with the Budget. The parties agree that any changes or modifications to the Project
Statement or the Budget shall not be effective without the prior written approval of the Grantor. If
the Grantee fails to obtain such prior written approval, the Grantor, in its sole discretion, may refuse
to reimburse Grantee for such work or costs.
(b} The Grantee shall be entitled to reimbursement of funds expended in
accordance with the terms and conditions contained herein, upon submission of quarterly reports
prepared in accordance with the "Reporting Requirements" as hereinafter described.
Notwithstanding the foregoing, Grantee may submit reports and requests for reimbursement more
frequently than quarterly, and Grantor may in its discretion, reimburse Grantee more frequently
than quarterly, provided however, that nothing contained herein shall be construed so as to obligate
Grantor to do so.
(c) Grantor may, in its sale discretion, upon written request of Grantee, advance
grant funds hereunder. In the event that funds are advanced, and not expended prior to the
termination of this Agreement for any reason whatsoever, Grantee agrees that all grant funds in its
possession at the time of termination shall be immediately returned to Grantor without request for
the same.
(d) Unless Grantee receives written notice from Grantor in writing to the
contrary, or unless the parties otherwise agree.. in writing, Grantee agrees that Grantee shall be
entitled to reimbursement of expenses, in accordance with the terms and conditions contained
herein, for a period of one (1) year from the Effective Date.
3. Reporting Requirements. Grantee agrees that Grantee will submit written reports to
Grantor not less than quarterly. Such reports shall include a progress statement, a detailed expense
report, evidence of expenses incurred, and such other information as may be reasonably requested
by Grantor from time to time. Grantee agrees that as a precondition to reimbursement hereunder,
Grantee shall submit invoices and such other evidence of expenses incurred by Grantee, as may be
acceptable to Grantor in its sole discretion.
4. Stop Work Notice. Immediately upon receipt of a written. notice to stop work, the
Grantee shall. cease all work under this Agreement.
5. Failure to Perform as Required by This Agreement. If the Grantee fails to perform
as required by this Agreement, the Grantor may reimburse Grantee only for such work performed
under the grant which resulted in the desired or intended outcome (as set forth in the Project
Statement), but shall not be required to do so. If Grantee is in material breach of this Agreement,
and has failed to perform in accordance with the Project Statement (including without limitation,
Grantee's improper use of grant funds) Grantee agrees that Grantee will, immediately upon demand
for same, repay Grantor for any grant funds previously provided to Grantee pursuant to this
Agreement, and further agrees that Grantee will forfeit any future right to grant funds.
6. Involuntary Termination. In the event that Grantee, for any reason whatsoever,
ceases to be an Eligible Entity (as hereinafter defined), Grantee agrees that: (a) Grantee will
immediately provide written notice of same to Grantor, (b) Grantor's obligations hereunder shall
immediately cease, and (c) Grantee shall forfeit any and all rights Grantee may have to
disbursement of further grant funds. Grantee further agrees that Grantee will immediately return to
Grantor, any unused grant funds that Grantee may have in its possession at the time Grantee ceases
to be recognized as an Eligible Entity.
7. Discretionary Termination. The Grantor shall have the right to terminate this
Agreement at its sole discretion at any time upon thirty (30) days prior written notice to the
Grantee. In the case of early termination, a final payment. shall be made to the Grantee for work
which qualifies for reimbursement hereunder, upon receipt of a final report detailing costs incurred
and work performed prior to the date of termination.
8. Force Maieure. Neither the Grantor nor the Grantee, its contractors, vendors or
subcontractors, if any, shall be responsible hereunder for any delay, default or nonperformance of
this Agreement, to the extent that such delay, default or nonperformance is caused by an act of God,
weather, accident, labor strike, fire, explosion, riot, war, rebellion, sabotage or flood, or other
contingencies unforeseen by the Grantor or the Grantee, its contractors, vendors or subcontractors
and beyond the reasonable control of such parry.
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9. Audits/Records Access. The Grantee agrees that the Grantor shall have an absolute
right of access to all of the Grantee's records pertaining to the use of grant funds, and further agrees
that Grantor shall be entitled to conduct reviews and/or audits of such Grantee records. Grantee
agrees that all records pertaining to the grant funds will be made available to Grantor upon request
for the reviews and/or audits. Grantee further agrees that such records will be retained for not less
than five (5) years from the date hereof.
10. Publicity and Acknowledgment. The Grantee agrees to acknowledge Grantor's
support each time projects funded, in whole or in part, by this Agreement are publicized in any
news media, brochures or other type of promotional material.
11. Compliance. The Grantee shall comply fully with all applicable federal, state and
local laws, ordinances, rules and regulations in perforrriance hereunder. The Grantee shall provide,
upon Grantor's request, evidence that all local, Mate and/or federal permits, licenses, r.gistrations
and approvals for the purposes for which grant funds are to be expended have been secured. The
Grantee shall maintain compliance with such requirements throughout the grant period. Any
deviation from the requirements of this section shall result in non-payment of grant funds. Further
Grantee represents and warrants to Grantor that Grantee is: (i) a unit of federal, state, or local
government; (ii) a federal, state, or local governmental agency; or (iii) a 501(c)(3) not-for-profit
organization that is tax-exempt within the meaning of the Internal Revenue Code (each of the
foregoing referred to herein as an "Eligible Entity"). By execution hereof, Grantee further
represents and warrants that all information supplied to Grantor in the Public Safety Foundation of
America Grant Application (the "Application") was true and correct as of the date Grantee
submitted the Application, and is true and correct as of the date hereof. Grantee acknowledges and
agrees that, per the terms of the Application, supplanting of grant funds is prohibited, and that grant
funds may not be used to replace State, local or other funds that are otherwise available to Grantee,
and may not be used to defray costs that Grantee, as of the date hereof, is already obligated to pay.
The parties agree that grant funds are meant to supplement, not replace, funds already available to
Grantee.
12. Controlling Law; Venue. Except as otherwise expressly provided herein, the parties
agree that this Agreement shall be governed and construed in accordance with the laws of the State
of Florida, without regard to conflicts of laws principles. All proceedings concerning the validity
and operation of this Agreement and the performance of the obligations imposed upon the parties
hereunder shall be brought in the courts of the State of Florida, County of Volusia, or if it has or can
acquire jurisdiction, in the United States District Court for the Middle District of Florida
(collectively, the "Florida Courts"). Each parry hereby irrevocably consents to the jurisdiction of
the Florida Courts for any proceeding arising out of or relating to this Agreement.
13. Remedies. Unless otherwise expressly provided herein, the rights and remedies
hereunder are in addition to, and not in limitation of, other .rights and remedies under this
Agreement, at law or in equity, and exercise of one right or remedy shall not be deemed a waiver of
any other right or remedy.
14. Grantee's Waiver of Claims and Recourse Against Grantor. The Grantee hereby
waives all claims and recourse against the Grantor, its officers, directors, agents, employees and
representatives, including, but not limited to, any right to contribution for loss or damage to persons
or property arising out of, resulting from, or in any way connected with or incident to this
Agreement. Grantee acknowledges and agrees that this waiver extends to any loss incurred
attributable to any activity undertaken or omitted pursuant to this Agreement or any product,
structure or condition created pursuant to, or as a result of, this Agreement. Without limiting the
generality of the foregoing, Grantee agrees that Grantor's funding obligations hereunder are
contingent upon and subject to Grantor's prior receipt of the grant funds. In the event that such
funds are not readily available, Grantor agrees to provide notice of termination or suspension of this
Agreement to Grantee, and the parties agree that Grantor shall incur no liability to Grantee as a
result of such termination or suspension.
15. Grantee's Indemnification and Defense of the Grantor. To the extent permitted
under the laws of Grantee's state of organization or principal location, Grantee agrees to indemnify,
hold harmless and defend the Grantor, its officers, directors, agei.t`s, employees alid representatives,
against any and all liabilities, losses, claims, demands, damages, actions, suits, judgments, costs and
expenses (including, but not limited to, attorneys' fees and costs), of whatsoever character or kind,
arising out of, resulting from, or in any way connected with or incident to any activity undertaken
or omitted pursuant to this Agreement or any product, structure or condition created pursuant to, or
as a result of, this Agreement, including, but not limited to, any and all claims and losses accruing
or resulting to any and all contractors, subcontractors, firm or corporation fiunishing or supplying
work services, materials or supplies in connection with the performance of this Agreement; from
any and all claims and losses accruing or resulting to any person, firm or corporation who may be
injured or damaged by the Grantee in the performance of this Agreement; and from any and all
claims and losses accruing or resulting from Grantee's breach of any representation, warranty or
covenant made by Grantee in this Agreement.
16. No agency relationship created. The Grantee, its contractors, vendors,
subcontractors, agents and employees, shall act in an independent capacity in the performance of
this Agreement and nothing contained herein shall be construed so as to create an
employer/employee relationship, a joint venture relationship, or a partnership relationship between
Grantor and Grantee.
17. Assignment, Successors and Assigns. This Agreement may not be assigned by the
Grantee, either in whole or in part, without the Grantor's prior written consent. The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns.
18. Severability. If any provisions of this Agreement are found to be unlawful or
unenforceable, such provisions shall be voided and severed from this Agreement without affecting
any other provision of this Agreement. To the full extent, however, that the provisions of such
applicable law may be waived, they are hereby waived, to the end that this Agreement be deemed to
be a valid and binding agreement enforceable in accordance with its terms.
19. Notices. Any notice required or permitted to be given under this Agreement shall
be sufficient if in writing and hand delivered or sent by certified mail, return receipt requested, to
the parties at their respective addresses set forth below, or to such other address as may be hereafter
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designated by either parry in writing. The date of delivery for purposes of this Agreement shall be
the date of hand delivery or the date of mailing.
If to Grantor:
Public Safety Foundation of America, Inc
Attn: Grant Coordinator
351 N. Williamson Blvd.
Daytona Beach, Florida 32114-1112
If to Grantee:
Orange County Emergency Management
Attn: Craig Blackwood, Data Technician
1914 New Hope Church Road
Chapel Hill, NC 27514
20. Entire Agreement. This Agreement, together with all Exhibits attached hereto,
constitutes the entire agreement of the parties, and supersedes all prior agreements between the
parties, whetlLer oral or written. 'T'his Agreement may not be amendeii ~a:~cept by a ~~~riting _.igtied
by the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set
forth above.
Witnesses:
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Name P t d or T(y~peCd~
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Name Printed or Typed
Name Printed ox Typed
.~ a Jt l.~
Name Printed or Typed
Oran .County Efnergency Management
By: hn M. Link
Its' ounty Manager
GRANTOR
Public Safety oundation of America, Inc.
By: E. Tim yan, CPA
Its: Treasurer
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EXHIBIT A
BUDGET
Grant ID# NC-303-0059
Total reimbursable not to exceed $33,100, as specified in the following categories. Total
reimbursable in any category may not exceed the following amounts.
ArcView 8.3 for Win NT 4.0/2000/XP (7 Licenses @ $1,500 ea.) $10,500
Dell Precision Workstation 340 Mini-tower (7 @ $1,300 ea.) 9,100
Del U1traSharp 1901FP 19-inch Flat Panel Monitor (7 @ $500 ea.) 3,500
Wireless Communications Coordinator - 0 -
Software Coding Vendor 1(1,000
Total reimbursable
$33,100
Total billed for all categories listed above may not exceed the maximum amount for each
category, and the maximum total of all reimbursements may not exceed $33,100.00.
EXHIBIT B
PROJECT STATEMENT
Grant ID# NC-303-0059
Grant funds are approved for the tasks identified in the Project Statement as detailed
based upon the submitted and approved project timeline (attached). Grant funds may
only be used to implement the project, leading to PSAP Phase II readiness; enhanced
wireless 911 call handling or actual implementation of enhanced wireless Phase II 9-1-1
services with at least one carrier. You are urged to seek deployment within six (6)
months based on this award and the activity you are currently engaged in.
Orange County Emergency Management
Wireless 9-1-1 Map Display and CAD Interface Project
8. Receive and implement product from Addressing Verification Contractor (Concurrent to #6),--•---•--•,.-------•-..-•-------------:.....-..-...180 days
Responsible party: Emergency Management
Coordinating Agencies: Land Records, Planning, Information Systems, Purchasing
9. Train telecommunicators and administration on usage of new system,-•,•--,•••••,-„•-•,•,• ...............•...,.--..-.-.......................................30 days
Responsible party: Emergency Management
Coordinating agencies: vendors of equipment, software, and services
Training provided by: Vendors of Equipment, software and services, Data Technician, and
Wireless Communications Coordinator
Training method(s): Academic, practical exercises
10. Evaluation of system--••--• ................................................. ...............-....-........-•------......-- 210 days
Responsible party: Emergency Management
Coordinating agencies: Orange County PSAP, Orange County Emergency Response Agencies
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