Attachment - Agenda Item 4DAGREEMENT
BETWEEN
THE CITY OF JACKSONVILLE
AND
CITY OF ATLANTIC BEACH FLORIDA
FOR
MANAGEMENT AND CONTROL OF PROPERTY
AND EQUIPMENT ACQUIRED WITH FEDERAL GRANT FUNDS
THIS AGREEMENT is made and entered into this 4TH day of MARCH, 2013 by and
between the CITY OF JACKSONVILLE, a municipal corporation located in Duval County,
Florida, for and on behalf of its Fire and Rescue Department, Emergency Preparedness Division
(hereinafter collectively referred to as the "City "), with street address at 515 North Julia Street,
Jacksonville, Florida 32202 and CITY OF ATLANTIC BEACH FLORIDA (hereinafter
referred to as the "Recipient ") with its principal office located at 850 SEMINOLE ROAD
ATLANTIC BEACH FL 32233.
RECITALS:
WHEREAS, from time to time, the City receives federal grant funding for the purpose
of acquiring expendable and nonexpendable emergency response goods, material and equipment
(hereinafter collectively referred to as the "Equipment "); and
WHEREAS, as part of the FY 2010 Urban Area Security Initiative (UASI) , the City
is responsible for providing federal funding and /or Equipment purchased from such federal
funding to other agencies both within and outside the City of Jacksonville; and
WHEREAS, federal regulations, codified in the Code of Federal Regulations, 44CFR
Sec. 13.32 & 13.33, provide that recipients of such Equipment purchased with federal money
have certain duties and obligations with respect to use, control, maintenance, and repair of such
Equipment; and
WHEREAS, it is in the best interest of the City to make and enter into this Agreement to
specify and memorialize the duties and obligations of the Recipient with respect to the
Equipment.
NOW THEREFORE, IN CONSIDERATION of the mutual covenants herein and for
such other good and valuable consideration, the sufficiency of which is acknowledged by the
parties, it is agreed, by and between the parties as follows:
1. Incorporation by Reference. The above stated recitals are true and correct and, by
this reference are made a part hereof and are incorporated herein.
2. Purchase of Equipment. The City shall spend $1,351.00, in funds duly appropriated
from a federal grant from FY 2010 Urban Area Security Initiative (UASI), for the purchase of
Equipment, more specifically described in the "Inventory of Equipment ", attached hereto and, by
this reference, made a part hereof as Exhibit "A ". Said monetary amount shall be the City's
maximum indebtedness under this Agreement; provided however, the above stated monetary
amount will not be encumbered by this Agreement. It will be encumbered by one or more
subsequently issued purchase orders.
3. Transfer of Equipment to Recipient. The City hereby transfers title of the
Equipment to the Recipient for such use by the Recipient as provided herein; provided however,
notwithstanding the transfer of title, the Recipient knows, understands and agrees that the federal
granting agency has an interest in the location, use and upkeep of the Equipment; and that said
federal agency, in its discretion, may request to use the Equipment and shall be allowed to use
the Equipment as provided in Section 5.02 of this Agreement.
4. Recipient's Responsibility. The Recipient shall be solely and exclusively
responsible for the use, maintenance, repair, replacement in the event of loss or theft, and control
of the Equipment, as specified in this Agreement.
5. Use of the Equipment. The Recipient shall use the Equipment as follows:
5.01. The Equipment must be used by the Recipient for disaster response including, but
not limited to disaster response training and exercises, which is the program for which the
Equipment was acquired (the "Program "), whether or not the Program continues to be supported
by federal funding. As long as the Equipment is needed for the Program, as recommended by
the Recipient and approved by the City, it shall be used only for the Program and for no other
purpose; provided however, when the Equipment is no longer needed by the Program, it may be
used in other activities currently or previously supported by a federal agency, subject to prior
approval by the City. Notwithstanding the foregoing, use of the Equipment must support the
Program by building or enhancing capabilities that relate to the prevention of, protection from,
preparation for or response to disasters in order to be considered eligible.
5.02. The parties recognize that many projects or programs which support disaster
preparedness simultaneously support preparedness for other hazards. The Recipient may make
the Equipment available for use on other projects or programs currently or previously supported
by the federal government, subject to prior approval by the City; provided however, such use
does not interfere with the work on the Program or programs for which the Equipment was
originally acquired. Recipient must demonstrate the dual -use quality for any activities
implemented that are not explicitly focused on disaster preparedness. First preference for such
other City approved use shall be given to other programs or projects supported by the federal
granting agency. The recipient should also consider user fees and treat them as Program income,
if appropriate, subject to prior approval by the City.
5.03. Notwithstanding Program income, the Recipient shall not use Equipment acquired
with federal funds to provide services for a fee to compete unfairly with private companies that
produce equivalent services, unless specifically permitted or contemplated by federal law.
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5.04. When acquiring replacement equipment, the Recipient may use the Equipment to
be replaced as a trade -in or sell the Equipment and use the proceeds to offset the cost of
replacement equipment, subject to the prior written approval of the City.
6. Equipment Management/Record Keeping. The Recipient must provide procedures
for managing the Equipment (including its replacement) and such procedures must, at a
minimum, contain the following:
6.01. Recipient must maintain property records which include:
6.01.01. A description of the Equipment;
6.01.02. Manufacturer's serial number, model number, federal stock number or
other identification number of the Equipment;
6.01.03. The source of the Equipment, including the award number;
6.01.04. Identification of the title holder;
6.01.05. Acquisition date or date received if Equipment is furnished by the federal
government;
6.01.06. Cost of the Equipment;
6.01.07. Percentage (at the end of budget year) of federal participation in cost of
the Equipment;
6.01.08. Location of the Equipment;
6.01.09. Use and condition of the Equipment; and
6.01.10. Disposition data, including date of disposal and sales price.
6.02. A physical inventory of the Equipment must be taken and the results reconciled
with the property records specified in Section 6.01 at least once every six (6) months. The
recipient shall, in connection with the inventory, verify existence, current use and continued need
for the Equipment. Such physical inventory records and reports shall be submitted to the City
semi - annually on June 30 and December 31, of each year of this Agreement.
6.03. The recipient must create a control system containing adequate safe guards to
prevent loss, damage or theft of the Equipment. Any such loss, damage or theft shall be
investigated and fully documented and shall immediately be reported to the City.
6.04. Any loss, damage, or theft, with respect to the Equipment, shall be investigated
by both the City and the Recipient as appropriate.
6.05. The Recipient must provide adequate maintenance procedures to keep the
Equipment in good condition. Maintenance records and reports must be submitted to the City
semi - annually on June 30 and December 31, of each year of this Agreement.
6.06. If the Recipient is authorized to sell the Equipment, it must establish proper
sales procedures to ensure the highest possible return for the Equipment. Such sales procedures
must be submitted to the City for review and prior approval before Recipient attempts sale of the
Equipment
6.07. Notwithstanding any other provision in this Agreement to the contrary, all
records and reports and submittals (collectively the "Records ") required, under this Agreement
shall be kept by the Recipient for a period of five (5) years after disposition of the Equipment.
Such Records shall be subject to City inspection at reasonable times at Recipient's offices during
the term of this Agreement and the five year retention period.
6.08. When original or replacement equipment acquired under a grant or subgrant is
no longer needed for the original project or program or for other activities currently or previously
supported by a federal agency, disposition of the equipment, subject to the prior approval of the
City shall be made as follows:
6.08.01. Items of equipment with a current per -unit fair market value of less than $5,000
may be retained, sold or otherwise disposed of subject to prior approval by the City and all
proceeds shall be paid to the City.
6.08.02. Items of equipment with a current per -unit fair market value of $5,000 or
greater may be retained or sold and the City shall have a right to an amount at least equal to the
current fair market value at the time of disposition of the equipment multiplied by the City's
share of the Equipment.
6.08.03. In cases where the Recipient fails to take appropriate disposition actions, the
City may direct the Recipient to take disposition actions consistent with this Agreement.
7. Federal Equipment. In the event the Recipient is provided federally owned
equipment:
7.01. Title will remain vested in the federal government.
7.02. Recipient or sub - grantees will manage the Equipment pursuant to federal agency
rules and procedures, and must submit an annual inventory listing.
7.03. When the Equipment is no longer needed, the Recipient or subgrantee must
request disposition instructions from the federal agency.
7.04. The federal awarding agency may reserve the right to transfer title to the federal
government or a third party named by the federal awarding agency when such
third party is otherwise eligible under existing statutes
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7.05. Such transfers as contemplated in Section 7.04 are subject to the following
standards:
7.05.01. The property shall be identified in the grantor otherwise made known to the
Recipient in writing.
7.05.02. The federal awarding agency shall issue disposition instructions within 120
calendar days after the end of the federal support of the project for which it was acquired.
7.05.03. If the federal awarding agency fails to issue disposition instructions within
the 120 calendar day period, the Recipient shall follow the provisions of 44CFR Sec.
13.32(e)(3)
7.05.04. When title to Equipment is transferred, the Recipient shall be paid an amount
calculated by applying the percentage of participation in the purchase to the current fair
market value of the Equipment.
8. Supplies. The following shall apply with respect to supplies:
8.01. Title to supplies acquired under a grantor a subgrant will vest, upon acquisition, in
the Recipient or subgrantee respectively.
8.02. If there is a residual inventory of unused supplies exceeding $5,000.00 in total
aggregate fair market value upon termination or completion of the award, and if the
supplies are not needed for any other federally sponsored programs of projects, the
Recipient or the subgrantee shall compensate the awarding agency for its share.
9. Term of Agreement. The term of this Agreement shall commence on the day and
year first above written and shall continue in full force and effect until JUNE 30, 2013;
provided however, all requirements for record keeping in this Agreement shall remain in full
force and effect until JUNE 30, 2018.
10. Indemnification.
10.01. The Recipient, shall hold harmless, indemnify, and defend the City, including
without limitation, the City's officers, directors, members, representatives, affiliates, agents,
employees, successors and assigns (the "Indemnified Parties ") and will reimburse the
Indemnified Parties from and against from and against all liabilities, damages, losses, and costs,
to the extent caused by the negligent acts or omissions of the Recipient's officers, employees,
agents and representatives, in the performance of this Agreement; provided however, any such
indemnification, under this Section, shall be subject to the provisions and limitations of Section
768.28, Florida Statutes and this Section is not nor shall it be construed as a further waiver of
sovereign immunity than that contained in Section 768.28, Florida Statutes.
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10.02. No Insurance Limitation. This Section, relating to Indemnification, is separate
and apart from, and is in no way limited by, any insurance provided by the Indemnifying Parties,
pursuant to this Agreement or otherwise.
10.03. Survival of Indemnification. This Section, relating to Indemnification, shall
survive the term of this Contract, and any holdover and /or Agreement extensions thereto,
whether such term expires naturally by the passage of time or is terminated earlier pursuant to
the provisions of this Agreement.
11. Insurance. During the term of this Agreement, the Recipient shall obtain and
maintain All -Risk Property Insurance and /or Property Damage Insurance in amounts equal to the
full insurable value of the personal property, equipment or vehicles. If Recipient is an entity that
is subject to the provisions of Section 768.28, Florida Statutes, such insurance coverage may
come from valid self - insurance that is authorized in that statutory section.
12. Default.
12.01. Should the Recipient default in its obligations under this Agreement, the City
shall provide written notice to the Recipient of the default. The Recipient shall be given ten (10)
business days, from receipt of the notice of default (or any such other amount of time agreed to
by the parties, in writing) to remedy the default. If the default is not remedied within such time
frame, the City may terminate this Agreement by giving ten (10) days advance written notice of
such termination to the defaulting party.
12.02. Recipient's violation of any the provisions in this Agreement, shall constitute
a default of this Agreement, subject to the provisions of this Section.
12.03. Notwithstanding any other provision of this Agreement to the contrary, in the
event of Recipient's default, the City shall be entitled to all available remedies at law or equity.
13. Termination for Convenience. Notwithstanding any other provision in this
Agreement to the contrary, either party may terminate this Agreement, at any time, without
cause, by giving thirty(30) days advance written notice of such termination to the other party.
14. Return of Equipment. In the event this Agreement is terminated by default, by
passage of time or for convenience, the Recipient shall return the Equipment to the City. Such
Equipment shall be returned in as good condition as it was when received by the Recipient,
normal wear and tear excepted.
15. Nonwaiver. Failure by either party to insist upon strict performance of any of
the provisions hereof, either party's failure or delay in exercising any rights or remedies provided
herein, or any purported oral modification or recision of this Agreement by an employee or agent
of either party, shall not release either party of its obligations under this Agreement, shall not be
deemed a waiver of any rights of either party to insist upon strict performance hereof, or of either
party's rights or remedies under this Agreement or by law, and shall not operate as a waiver of
any of the provisions hereof.
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16. Notice. All written notices under this Agreement shall be delivered by certified
mail, return receipt requested, or by other delivery with receipt to the following:
16.01. As to the City:
Martin Senterfitt, Chief
Director, Jacksonville Fire and Rescue Department
515 North Julia Street, 3rd Floor
Jacksonville, Florida 32202
16.02. As to the Recipient:
Chief Michael Classey
Chief of Police, Atlantic Beach Police Department
850 Seminole Road
Atlantic Beach, FL 32233
17. Governing Law, Venue and Severahility.
17.01. Governing Law. The rights, obligations and remedies of the parties as specified
under this Agreement shall be interpreted and governed in all aspects by the laws of the State of
Florida.
17.02. Venue. The venue for litigation of this Agreement shall be in courts, of competent
jurisdiction located in Jacksonville, Duval County, Florida.
17.03. Severahility. Should any article, section, paragraph, sentence or other provision
of this Agreement be determined, by the courts, to be unenforceable, for any reason, such article,
section, paragraph, sentence or other provision shall be deemed to be severed from this
Agreement and shall not affect the other provisions in this Agreement.
18. Construction. Both parties acknowledge that they have had meaningful input
into the terms and conditions contained in this Agreement. Therefore any doubtful or ambiguous
provisions contained herein shall not be construed against the party who physically prepared this
Agreement. The rule sometimes referred to as "Forties Contra Preferentum" shall not be
applied to the interpretation of this Agreement.
19. Section Headings. Section headings appearing in this Agreement are inserted
for convenience or reference only and shall in no way be construed to be interpretations of text.
20. Amendments. Any and all changes to, additions to, modifications of, or
amendment to this Contract, or any of the terms, provisions and conditions hereof, shall be
binding only when in writing and signed by the authorized officer, agent or representative of
each of the parties hereto.
21. Entire Agreement. This Agreement constitutes the entire agreement between
the parties hereto for the receipt of the Equipment. No statement, representation, writing,
understanding, agreement, course of action or course of conduct, made by either party, or any
representative of either party, which is not expressed in this Agreement shall be binding.
[Remainder of page is left blank intentionally. Signature page follows immediately.]
IN WITNESS WHEREOF, the parties, by and through their respective authorized
representatives, have executed this Agreement on the day and year first above written.
ATTEST:
By:
James McCain, Jr., Corporation Secretary
ATTEST:
By:
Signature
Type /Print Name:
Title:
CITY OF JACKSONVILLE
By:
Alvin Brown, Mayor
RECEIPENT:
C
Signature
Type /Print Name:
Title:
Encumbrance & funding information & form approval are on next page.
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