08/20/2003
PUBLIC SAFETY FOUNDATION OF AMERICA, INC.
GRANT AGREEMENT
THIS GRANT AGREEMENT is entered into this 9th day of July, 2003 (the "Effective
Date") by and between the PUBLIC SAFETY FOUNDA nON OF AMERICA, INC., a Florida
not-for-profit corporation (the "Grantor") and Monroe County (the "Grantee"), Grant
Identification Number FL-1 03-0140.
1. Execution of Agreement. 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. Payment. The "Budget" attached to this Agreement as Exhibit "A" states the
maximum amount of grant funds and the maximum allowable costs for the tasks identified in the
"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 thilt 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 -{}escribed.
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 sole 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 wntmg 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 (I) 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 party.
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9. AuditsIRecords 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 performance hereunder. The Grantee shall
provide, upon Grantor's request, evidence that all local, state and/or federal permits, licenses,
registrations 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, Gounty of
V olusia, 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 party 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.
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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, agents, employees and
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 furnishing 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.
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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 designated by either party 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:
If to Grantee:
Public Safety Foundation of America, Inc.
Attn: Grant Coordinator
351 N. Williamson Blvd.
Daytona Beach, Florida 32114-1112
Monroe County
Attn: Maggie Cordova
1 0600 Aviation Boulevard
Marathon, FL 33050
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, whether oral or written. This Agreement may not be amended except by a writing signed
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 Printed or Typed
GRANTEE
ii~' 17}. l fr,d,-v
M oe County
By: J)i,,;c hi. Jpcl".c
Its: PJ R'I{)fl. MONROE COUNTY ATTORN
APP VED AS TO 6
Wti~
Name Printed or Typed
GRANTOR
dation of America, Inc.
,CPA
(SEAL)
ArrEST: DANNY L KOLHAGE
. ,QERK
8Y_
DEPUTY CLERK
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EXHIBIT A
BUDGET
Grant ID# FL-I03-0140
Total reimbursable not to exceed $68,985.00, as specified in the following categories. Total
reimbursable in any category may not exceed the following amounts.
Equipment and Materials:
Power MAP Hardware (Includes all 3 PSAP's)
Power MAP Software
Power MAP Editing Software
MAP Data
$21,406
46,801
13,680
1,350
Professional Services:
Site Survey
Services - Project Management and Maintenance
Installation
Training
Services - Cell Center Access and Maintenance
3,396
o
7,351
3,351
o
Less 30% Matching Funds
-28,350
Total Reimbursable
$68,985
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 $68,985.00.
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EXHIBIT B
PROJECT STATEMENT
Grant ID# FL-I03-0140
The following expenses related to the purchase. installation, and training of Power
Map hardware and software are authorized for reimbursement. Expenses related to
Project Management. call center access, and software maintenance are not eligible for
reimbursement. Expenses in any category may not exceed the amounts listed in the
following chart, and the total reimbursement may not exceed $68,985.
Grant funds will be utilized in correlation with other funds to implement the following
software and/or equipment, resulting in the implementation of Wireless 9-1-1, Phase II.
with one or more wireless carriers:
Equipment and Materials:
Power MAP Hardware (Includes all 3 PSAP's) $21,406
Power MAP Software 46,801
Power MAP Editing Software 13,680
MAP Data 1,350
Professional Services:
Site Survey 3,396
Services - Project Management and Maintenance 0
Installation 7,351
Training 3,351
Services - Cell Center Access and Maintenance 0
Less 30% Matching Funds -28,350
Total Reimbursable $68,985
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