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HomeMy WebLinkAboutCOM 0542.000 2010-2012William P. Kenoi Mayor January 12, 2012 County of Hawaii Finance Department 25 Aupuni Street, Suite 2103 • Hilo, Hawai`i 96720 (808) 961 -8234 • Fax (808) 961 -8569 Dominic Yagong, Council Chair and Members of the Hawaii County Council Hawaii County Council 25 Aupuni Street Hilo, Hawaii 96720 Re: Operating Budget Nancy E. Crawford Director Deanna S. Sako Deputy Director CD Fri Enclosed is a resolution accepting a $25,000 grant award from the Michael & Susan Dell Foundation, P. O. Box 163867, Austin, TX 78716. This award will be used to purchase intraosseous infusion systems for use by the Hawaii Fire Department's EMS ambulance personnel. The intraosseous driver is a hand -held device which gains vascular access by inserting a needle directly into the bone marrow when critically injured victims are in need of intravenous fluids, but have no venous access due to shock. Also enclosed is a bill for an ordinance amending the Operating Budget by appropriating $25,000 to the Dell Foundation EMS Equip - Private expenditure account. If there are any questions, please do not hesitate to call Robert Belcher of the Hawaii Fire Department at 932 -2921. Nancy Crawford Director of Finance Enc. cc: Fire (Reb. /Ho- L3iti i77) Hawaii County is an Equal Opportunity Provider and Employer Comm. No. ___ Ref. To: _,�(A_. _ FC. Ref. Dab N 1- 22 Form #: B -52 7/18/91 DEPARTMENT OF FINANCE REQUEST FOR COUNCIL ACTION DEPARTMENT: FIRE DATE: 12/22/11 STAFF CONTACT: Lance Uchida PHONE: 961 -8319 A. REQUEST: Prepare a resolution to accept a grant from Michael & Susan Dell Foundation of $25,000 for the purchase of EMS equipment, specifically intraocsseous infusion systems, for use by the Fire Department's EMS ambulance personnel, and send a letter of appreciation to: Michael & Susan Dell Foundation Attention: Kathy Furler PO Box 163867 Austin, TX 78716 B. BACKGROUND AND JUSTIFICATION (USE ADDITIONAL SHEETS AS NEEDED): The Dell Foundation is offering this grant to the Fire Department's EMS Bureau for the purchase of a much needed lntraosseous access device for each of our 15 ALS ambulances. This device will allow EMS personnel to treat the critically injured trauma victims who are in need of intravenous fluids however, having no venous access due to shock. The lntraosseous driver is a hand held device which gains vascular access through a needle inserted into the bone marrow and takes about 10 seconds to complete whereas conventional IV access takes an average of 10 -12 minutes. SIGNED: Department Head DEC 2 3 2011 DATE: GRANT SUMMARY (Supplement to B -52, Request for Council Action) Type of Grant Appropriation being requested: (New or an additional appropriation) ® New (for this fiscal year period). OR n Additional appropriation (to an existing grant); Is a draft agreement attached? Has the original grant notification been transmitted to ® Yes ❑ No Council? ❑ Yes n No Name of Grant Program: Michael & Susan Dell Foundation Grant Grantor: Michael & Susan Dell Foundation County Grantee Department or Agency: Fire Department County Grantee Contact Person: Lance Uchida Phone Number: 961 -8319 Amount of Grant: $25,000 Grant Period (Commencement & Completion): From December 1, 2011 to December 31, 2013 Purpose of Grant: To fund the purchase of Intraosseous Infusion Systems for the Fire Department's EMS Division. County Match required ?: n Yes ® No If yes, Matching Amount? Budgeted in account# : In -kind? Explain: Explanation: County's personnel requirements: Amount of new position(s)? Qty: Permanent: n Temporary: ❑, Duration: Full -time: ❑ Part-time: ❑, Time Element: Qty: Contractual: ❑ Explain: Explanation: Additional Comments about Grant: B -52 Grant Summary Form .ichael 84- Su(117 Dell FOUNDAIION VIA UPS December 5, 2011 Darren Rosario, Fire Chief Vice President Et Executive Director Hawaii Fire Department 25 Aupuni St. Rm. 2501 Hilo, HI 96720 Re: Hawaii Fire Department ("Grantee") Intraosseous infusion System ("Grant") Dear Darren: We are pleased to inform you that the Michael a Susan Dell Foundation ("Foundation") has approved your request for funding for project named above, the purposes of which are more fully described in the attached Grant Letter. The Foundation's approval of this Grant is based upon its consideration of Grantee's grant proposal and the various representations made by Grantee to the Foundation, as well as a review of all materials regarding Grantee that you have supplied. Please review the Grant Letter carefully. If the content of the Grant Letter correctly sets forth your understanding of the terms of this Grant and is acceptable to Grantee, please have an appropriate officer of your organization execute one of the enclosed copies of the Grant Letter to acknowledge Grantee's receipt and acceptance of all of its terms and conditions. By signing the Grant Letter, the officer represents to the Foundation that he/she has the authority to sign this Letter on Grantee's behalf. A signed letter shall constitute the full agreement and understanding between the Foundation and Grantee. Payment of Foundation funds to Grantee for the Intraosseous Infusion System will be contingent upon Grantee's returning a signed copy of the Grant Letter. Once signed, please return the Grant Letter to: Michael Et Susan Dell Foundation Attention: Kathy Furter P.O. Box 163867 Austin, Texas 78716 USA By signing the enclosed Grant Letter, Grantee confirms that all statements, answers and documentation previously provided to the Foundation are true and correct, and that there have been no material changes in such statements, answers or documentation supplied. Grantee agrees to inform the Foundation promptly of any material changes in any such statement, answer or documentation during the Grant term. PO Box 163867 Austin, TX 78716 TEL +1 512 600 5500 FAX +1 512 600 5501 www.msdf org Hawaii Fire Department Page - 2 f you aave a. questions about the Grant, please call me at (512) 600-5500. We wish you s in your worthy endeavor, Jane Mountain Exe utive Director Mic ael Et Susan Dell Foundation Enclosures: Two copies of Grant Letter with Exhibits A, B Et C MICHAEL & SUSAN DELI, FOUNDATION GRANT LETTER Section 1. Grant. The Michael &: Susan Dell Foundation ("Foundation"), a Texas non-profit corporation exempt from federal income tax under Section 501(e)(3) of the Internal Revenue Code of 1980, as amended ("Code"), intends to make a grant to County of Hawaii Fire Departmeat ("Grantee"), a non-profit organization exempt frorn fecleral income tax under the Code, in the amount of 525,000.00 ("Grant"), in the manner, and subject to the terms as, provided in this Grant Letter ("Letter"), The key dates of his CJrant Letter are: Key Dates Definitions 11' caning of Date Date Start Date This is the date on which the Grant ,e becomes effcctive and the project work begins. ( -Dec-2011 Pro'ect End Date This is the date on which the Proect work ends. I-Dec-2013 Close Date This is the date on which all reports and milestones arc done and no further activity related to the Grant will occur. 31-Jan-2014 The term ("Term") of this Grant Letter is the time period from the Start Date to the Close Date, Section 2. Payment of Grant. The Foundation intends to pay this Grant, in installments, to Grantee, in United States Dollars, via check, within a reasonable time following receipt by the Foundation of a signed Letter and according to the following payment schedule which is subject to change: Payment Type Amount Scheduled Standard $25,000 27-Jan-2012 The Foundation reserves the right, in its sole discretion, to discontinue funding at any time if, among other things: (a) Grantee fails to comply with all terms and conditions included in this Letter, including any Foundation request for further documents or information, (b) Grantee fails to meet reporting or other obligations of the Grant, (c) Grantee fails to use Grant funds solely in accordance with the terms of this Letter, or (d) Foundation is not satisfied with the progress of the Grant or the content of any written report required under this Letter. Any portion of the Grant funds paid to Grantee, as well as any interest earned by Grantee on Grant funds that remains unexpended at the end of the Term will revert to the Foundation and Grantee agrees to promptly return alt such funds to the Foundation, along with a final, detailed accounting of the expenditure of all Grant funds. Grant funds must be physically segregated in a separate bank account established and maintained exclusively for charitable, religious, scientific, literary, or educational purposes. Although this separate account may include charitable funds from sources other than the Foundation, receipt and expenditure of Foundation funds must be shown separately in Grantee's accounting records to allow Grant funds to Page - 1 County of lawn', Fire Deparimen: (.'S-PC MSDP Gram Lctier - Rev Dale 10-24-111 bc easily tracked and reported on. Grantee will deposit all Grant funds in an interest-bearing account, it at all feasible, and shal l be required to apply any interest earned on Grant funds solely to Chant project/program purposes. Section 3. Purpose of Grant. Foundation Grant funds, and any income earned on Grant fin ds, may be expended only tbr charitable, religious, scientific, literary or educational purposes. This grant is made only for the specific purposes stated in this Letter, and it is understood and agreed by Grantee that these Grant funds will he used only fir such purposes and substantially in accordance with the approved budget It is also understood and agreed by Grantee that no substantial variances, including the timing of expenditures, may be made from the approved budget/plan without the Foundation's prior written approval. , Grantee agrees to use the Grant solely for Grantee's project entitled "Intraosseous Infusion System" as described in Grantee's grant application or proposal (including budget and related documentation) submitted to the Foundation, and only for the purposes detailed therein, including any modifications or amendments that the Foundation may have made in approving the Grant, a summary of which is attached hereto as Exhibit A - Grant Summary. Section 4. Prohibited Activities. Grantee agrees that no portion of the Grant (including any interest thereon) shall be used for activities that arc prohibited to organizations exempt from federal income tax, and that no portion of the Grant funds will be used to fund, in whole or in part, any: (a) attempts to influence legislation or the outcome of any specific public election, (b) lobbying or lobbying expenses, (c) participation or intervention in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office, (d) direct or indirect voter registration drive or initiative (within the meaning of Section 4945(d)(2) of the Code), (e) to make grants to individuals or to other organizations which do not comply with the requirements of Sections 4945(d)(3) or 4945(d)(4) of the Code, (f) to promote violence or terrorist activities, or (g) to undertake any activities for a noncharitable purpose, lf, at any time, the Foundation discovers or has reason to believe that Grant funds have not been expended properly, in accordance with the terms of this Letter, Grantee acknowledges and agrees that the Fowidation has an obligation to investigate and to recover any such Grant funds. Grantee agrees to use its best efforts to return all such funds to the Foundation and to cooperate with and assist the Foundation in its efforts to investigate and recover the Grant funds. Section 5. Confirmation of Grantee Status. Grantee confirms that it has the corporate/entity and tax status identified in the first paragraph of this Letter. Further, Grantee confirms that the Grant will not adversely affect the status of Grantee under applicable law or regulations. Grantee agrees immediately to notify the Foundation of any change in Grantee's status, including the initiation of any proceeding, investigation, audit or inquiry, of which Grantee is a party or subject. Section 6. Confirmation of Good Standing With Government. Grantee confirms that it is in good standing with all appropriate local, state or federal governmental bodies or regulatory agencies with jurisdiction over Grantee's organization or activities. If requested by the Foundation, Grantee will provide written evidence °fits good standing with such bodies or agencies. Grantee agrees that it shall immediately notify the Foundation in writing of any change in Grantee's good standing, including the Page - 2 (7. oiirior opt, wrai Fire Department US-PC MSDF Grant Letter - Rev Dine JO-24-!'1 initiation of any proceeding, investigation, audit or Inquiry, into Grantee's orl.einization or activities Grantee acknowledges and affirms that it operates in accordance with accepted principles of 0-ood corporate governance and that its management is overseen by a reputable and independent Board of Directors. Trustees, or the equivalent, comprising at least three (3) members and meeting at least three times annually. Grantee agrees to make publicly available a list of its board members (or trustccs or the equivalent) and officers, the salaries each receives, and additional identifying information such as address, citizenship, etc. Grantee agrees to publicly maintain thc same information for any of its affiliate or subsidiary organizations. Section 7. Other Grantee Duties and Obligations. The Grantee agrees to: perfbmt all duties, functions and acts as required by the Letter in accordance with the highest standards of professionalism, competence and integrity; source, train, manage and allocate the human resources, expertise and capacity required to achieve project objectives; promptly replace any human resources assigned under the Letter that the Foundation considers to be unsatisfactory or unsuitable for such assignment; apply sound governance and compliance with all relevant legislation as well as ensure adherence to all relevant and appropriate profession& requirements; keep suitable and accurate records, and ensure safe keeping of all such written permission of the Foundation, which permission may be withheld in the Foundation's sole discretion; promptly provide the Foundation with updated information about Grantee's corporate/tax status, financials, board members, executive team members, and any other information requested by the Foundation upon request; and to use every effort to comply with applicable labor legislation and to prevent any internal dispute front impacting negatively upon its obligations in terms of the Letter. Section 8. Grantee Warranties. The Grantee warrants and represents to the Foundation that: (a) it has all the right, power, and authority necessary to enter into this Letter, perform its obligations herein, and giant the rights it grants to the Foundation; (b) its performance of this Letter and the Foundation's exercise of its rights under this Letter, will not conflict with the terms or provisions of any written agreement by which it is bound; and (c) it has made a full disclosure to the Foundation, with respect to all information at its disposal, pertaining to the project and these conditions. Section 9. Progress Reports. Grantee shall provide to the Foundation interim progress reports and a final report, each of which must include a narrative portion and a financial portion, expressed in United States Dollars and prepared in accordance with generally accepted accounting procedures ("GAAP"), and must detail Grantee's use of Grant funds and rnust be signed by an authorized officer of Grantee and submitted according to the following schedule: Page - 3 Couto. of fireiVail Fire Departmew MSDF Grant Lerter - Rev Dare 10.24-10 Report Scheduled Progress 0 1-Jul-20 I 2 Progress I 01 -Jan-20 I 3 - i Progress ' 01- ful-1013 I [ Final 3 I-Dec-20 13 I In preparing its reports Grantee will follow the Reporting Guidelines provided in the attached Exhibit B — Reporting Guidelines template, or any updated guidelines and/or templates that may be provided by Foundation to Grantee from time to time, Each report must include a statement certifying that all Grant funds have been expended in accordance with the Grant purpose and all terms of this Letter. It is imperative that all reports be timely submitted to thc Foundation. If Grantee zunicipates any potential issue regarding report timeliness, Grantee agrees promptly to notify the Foundation, and explain the reasons for the potential delay, so that the matter can be resolved. Failure to meet these requirements for timeliness and notification may result in various Foundation actions, up to and including termination of this Grant. If writ-ten reports are not submitted to the Foundation on a timely basis, the Foundation may withhold further payments, if any, to Grantee or to any affiliate of Grantee, under this Grant or any other Foundation Grant, until the situation has been fully rectified, and the Foundation may cease awarding any new grants to Grantee or any affiliate of Grantee. Section 10. Ownership & License of Work Product. Grantee agrees that all work product produced using Grant funds, including, without limitation, all notes, designs, specifications, technical information, ideas, processes, methods, programming aids, reports, programs, manuals, tapes, listings, source code, object code or other software, flow charts, systems or improvements, enhancements or modifications, web materials, or other data relating to the Grant project, and all patent, copyright, trade secret or other proprietary or intellectual property rights with respect to the work product (collectively, "Work Product"), is solely and exclusively the property of the Foundation. To the cxtent that any Work Product qualifies as a "work made for hire" under applicable copyright law, it will be considered a work made thr hire and the copyright will be owned solely and exclusively by the Foundation. To the extent that any Work Product is not considered a 'work made for hire" under applicable copyright law, for whatever reason, Grantee hereby assigns and transfers all right, title and interest that it may have in and to the Work Product completely and exclusively to the Foundation. Grantee will, as part of thc Work Product, upon request, disclose promptly in writing to the Foundation all the Work Product and document all intellectual property rights as the Foundation may direct. Grantee agrees to execute and deliver any documents, and to take any other action, as the Foundation may request in order to evidence or effect the provisions of this Section. Without limitation of the provisions of this Section, if the Foundation elects to apply for a patent, seek copyright registration, or otherwise seek protection for an invention or other valuable property that incorporates some or all of the Work Product, Grantee will fully cooperate with the Foundation. Page - 4 (owl fy of iii11,171i Fire Department US-PC AISDF Grpni Lifter - Rev Ddie W-2440 The Foundation hereby grants to Grantee Li perpetual, worldwide, royalty-free, non-exclusive license to use the Work Product, but only to the extent that such use is in furtherance of its charitable purpose. Section H. Record Maintenance and Inspection.. Grantee agn..es to ma ntain, in accordance with generally-accepted accounting principles, adequate, detailed records sufficient to enable expenditure of all Grant funds to be confirmed easily and with precision. Grantee also agrees to ina,k.e its hooks and records available, at reasonable times upon re-quest by the Foundation, for inspection and/or audit, to be conducted either by Foundation personnel or third-party auditors or agents acting on behalf of the Foundation. Grantee further agrees to permit the Foundation to: (a) monitor and conduct an evaluation of operations under this Grant, which may include, without limitation, such activities as a visit by Foundation personnel to observe and evaluate Grantee's program, (b) have discussions about the program with Grantee personnel, (c) have interviews with communities affected by Grantee's program, (d) review financial and other records of Grantee that are connected with this Grant, and (e) obtain and verify any such information as it may deern relevant and necessary to ensure due compliance with the terms and conditions of this Letter. Grantee agrees to cause to be prepared and submitted to the Foundation, as of 31 December (or such other date as may be mutually agreed) in each and every year throughout the Grant Term, duly audited financial statements including a balance sheet and a detailed income and expenditure account, reflecting the disposition of the Grant funds, Grantee must maintain all accounting records, as well as copies of all reports submitted by Grantee to the Foundation, for at least four (4) years after completion of the use of Grant funds and final reporting to the Foundation on the Grant, including any reporting required under Section 11 ("Maintenance Period"). Further, all such records and reports must be made available to the Foundation for examination or audit upon request at any time during the Twill or the Maintenance Period, Section 12. Publicity and Public Reports, The Foundation will include information about this Grant in its periodic public reports, may refer to this Grant in press releases or other public materials, and may also provide information relating to this Grant (including, without limitation, a copy of this Letter) to others for any purpose it deems reasonably related to its tax-exempt, charitable purpose, and Grantee agrees to permit such activities. Prior to Grantee publicizing the receipt of the Grant or otherwise referring to the Foundation or its founders, Grantee agrees to get written approval from the Foundation to do so, unless such publication is required by law. All publicity or other materials which will be made publicly available that mention or refer to the Grant, the Foundation, Michael Dell, Susan Dell, any member of the Dell family, or any officer, director, grant officer or employee of the Foundation, whether to be delivered in written or spoken form, that is prepared, produced or delivered by or on behalf of the Grantee, must be provided to the Foundation for written approval prior to the release of such materials to the public. This shall include, without limitation, letters, publications, articles, press releases, narratives, reports, endorsements, quotes, photographs, slides, videos, website postings, blog postings and social media/networking Page - 5 C'ounc, of Hawaii Fire Department US-PC AIST)F Grant Letter - Res, Date I0-24-10 postings. Grantee shall not take any action in making such materials public limit Foundation written approval has been received. In preparing any such materials, the Grantee ..igrees to abide by the following guidelines: I. For press releases, submission must be made a minimum of 48 hours prior to scheduled distribution. Submission should be made to the Grantee's assigned Foundation &1-ant officer and the Fotmdation's Comnumications Department at conununications(dnisdiorg. Once approved, a general statement about the Grantee's grant funding from the Michael Susan Dell Foundation may be used repeatedly, if used without modification 3. Do not shorten the name of the Foundation to the "Dell Foundation" as that organization is the corporate foundation of Dell, Inc. and is not related to the Michael & Susan Dell Foundation. The proper use of the Foundation name is "Michael & Susan Dell Foundation." 4. Use of the Foundation name or logo must be in accordance with the Michael & Susan Dell Foundation Third Party Brand Identity Guidelines, For a copy of these guidelines, please email the Foundation's Communications Department at communications@ sdforg. 5. Should Grantee be required by law to provide information about the Grant or the Foundation, Grantee shall comply with all applicable legal requirements; however, the Grantee shall notify the Foundation's Communication Department in writing as soon as reasonably possible. Section 13. Foundation Names and Marks. Grantee acknowledges that the names and marks "Michael and Susan Dell Foundation," "Michael & Susan Dell Foundation," "MSDF," the Foundation logo, and all variations thereof, are the sole and exclusive property of the Foundation. Any use of the Foundation's name or marks is subject to the prior written approval of the Foundation, which may be granted or withheld in the sole discretion of the Foundation. In preparing Foundation names or marks for printed or electronic tnedia, Grantee agrees to follow the publicity guidelines outlined in Section 12. Section 14, Purchase of Technoloo7 Equipment and Services. If-Grantee intends to use part of the Grant to purchase computer equipment, peripheral items, including software, or any other goods or technology services from Dell Inc., Grantee acknowledges and agrees that its decision to purchase any such equipment or services from Dell Inc. is based upon Grantee's own independent inquiry and deterrnination that such goods or services satisfy Grantee's requirements. Grantee acknowledges and agrees that the Foundation has neither given any recommendation with regard to computer equipment, peripheral items, including software, or any other goods or technology set-vices, nor has it made the purchase of such goods or services from Dell Inc. a condition or requirement of this Grant. Page 6 Comity oPla wail Fire aepartrnera US-PC AtSDF Grrint Letter - Rep Date JO-24-10 Section 15. Applicable Procedures. C rani ce col-11;1ms that, if provided by Foundation to Grantee, Grantee has fk-Alowed and will follow ail nrocurcn procedures and policies applicable 0 expenditure of funds under this Grant. Section 16. Indemnification and Insurance. To the extent permitted by law. Grantee agrees to indemnify and hold harmless the Foundation, and its officers, directors, employees, subsidiaries, affiliates or agents ("Foundation Related Parties") with respect to any and all claims, suits, actions, damages, expenses (including reasonable attorneys' fees), obligations, losses, liens, death, injuries, liability, debt, suit. cause of action, proceedings, demands, costs and claims, including legal fees and expenses imposed or incurred by. Or asserted against the Foundation, its successors or assigns, or any of the Foundation Related Parties, that may be made against the Foundation or the Foundation Related Parties with respect to any claims resulting from, or related to, the Grant or this instrument, except to the extent that a claim arises from the Foundation's or the Foundation Related Parties' conduct that is either grossly negligent or exhibits willful misconduct. [limy such suit or action is brought against the Foundation and/or the Foundation Related Parties, the Foundation shall provide written notice of such suit or action to Grantee, cooperate with Grantee in the handling, negotiation and trial of such suit or action, provided that the Foundation shall be entitled to select the primary legal counsel to be used in the handling, negotiations andior trial of such suit or action and provided further, that, Grantee shall not enter into a settlement that involves the Foundation or the Foundation Related Parties in any way without the prior written consent of the Foundation. Grantee will be responsible for maintaining comprehensive general liability insurance coverage, worker's compensation coverage, and, if applicable, professional liability insurance coverage, for all activities relating to the Grant. Grantee shall ensure that such coverage sufficiently indeinnifies the Foundation from any claim whatsoever relating to the Grantee's activities pursuant to this Grant, whether undertaken by Grantee or by third parties on Grantee's behalf. The provisions of this Section shall survive termination of the Grant. Section 17. Enforceability of Terms of Gift and No Waiver. Grantee agrees that the intentions expressed in this Grant Letter do not constitute an enforceable promise to make a gift for which Grantee has paid consideration or upon which Grantee shall rely to its detriment. Further, Grantee agrees that the Foundation has no legal obligation to pay the Grant to Grantee, and that the Foundation may, for any reason permitted under relevant law, and in its sole discretion, modify, suspend or cease payments of the Grant to Grantee. If the Foundation actually pays any portion of the Grant to the Grantee, the Foundation reserves the right to enforce the terms and conditions of the Grant as provided in this instrument, including requiring Grantee to use the Grant solely for the purposes described in this Letter. Grantee agrees that the Foundation's right to enforce the terms and conditions of the Grant includes the right to demand the refund of any portion of the Grant actually paid to Grantee by thc Foundation, upon which demand, Grantee shall have ten (10) business days to comply. The waiver by the Foundation of a violation of, or a failure to comply with, any provision of this Letter will not constitute a waiver of its failure to enforce any subsequent violation or compliance failure. Section 18. Key Personnel. The Foundation reserves the right to reclaim a pro-rated share of unexpended grant funds and/or to suspend or cease the disbursement of any remaining grant payments Page. - 7 Cour' ;-,v, of Ha Kali fire Deix:rtment tis_pc WOE Grunt Low - Rev Deur 10-24-10 ill the CaSC if a material change in 111C C711plOyillerit 111S of any key perS01111e1 related to thc marlagelllent of this grant, Section 19. No Partnership or Joint Venture, The parties agree that the Foundation and Grantee are neither partners nor parties to anv joint ven t we. Nothing in this 1.ntter creates a partnership or joint venture between the Foundation and Grantee or imposes upon either party any liabilities as such. 7rhe Foundation's funding of the project and its relationship with the Grantee will be non-exclusive and the Foundation will be entitled to assist, support or fund other persons and entities to provide services or manage projects similar to that being described in the Letter, 'the Grantee ‘vill not hold itself out to be the agent or representative of the Foundation, and may not bind the Foundation ifl any way. Section 20. Non-Assignment. This Grant may not be assigned or transferred to any third party, or to any affiliate, successor, or assign of Grantee without the prior written consent of the Foundation. Section 21. Confidentiality. Other than as specifically permitted by this Letter, the parties agree not to disclose the terms of this instrument a-z- any other confidential communication between the parties, unless both of the parties consent or disclosure is required by applicable law. Section 22. Compliance with Terrorism Laws. Grantee agrees to comply with all applicable laws, rules, regulations and orders of the United States and any other state or country with jurisdiction over Grantee or Grantee's activities, including, without limitation, all laws, rules, regulations and orders relating to terrorist activities. Without limiting the foregoing, in compliance with the provisions of the U.S. Patriot Act and U.S. Executive Order 13224, Grantee represents that it does not and will not promote or support terrorist activities, and that it does not have any relationships or transactions with any individuals, entities or groups subject to sanctions imposed by the U.S. Treasury Department's Office of Foreign Assets Control or anv other persons known to Grantee to promote or support terrorism. Section 23. Severability. Whenever possible, each provision of this Letter will he interpreted in such a rammer as to be effective and valid under applicable law, but if any provision is found to violate law or otherwise to be invalid, it will be severed from the rest of the Letter and ignored. Section 24. Governing Law, This instrument shall be construed and enforced in accordance with the substantive laws of the State of Texas, USA, without regard to principles of conflicts of law. Section 25. Entire Understanding. This Letter and the Exhibits referenced herein replace any and all understandings, whether oral or written, that may have existed between the Foundation and Grantee regarding this Grant and represents the entire understanding of the parties regarding the Grant. Exhibits to this Letter are as follows: Exhibit A — Grant Summary Exhibit B — Reporting Guidelines Exhibit C — Automated Clearing House Credit Payment Authorization Section 26. Notices. All written notices and other communications relating to this Grant will be deemed to have been duly delivered if sent by First Class mail or commercial overnight courier service Page - 8 cowl°, 1 Hawaii Fire Department US-Ir AtSOF Grant Lew., - Rev Date 10.24-10 With tracking capability to the address given below for Grantee or. fol the FoLindation, to: P.O. Box 163867, Austin, TX 78716-3867 USA_ Attention: Nichole Aston. Section 27. Application and Documentation Confirmation. Grantee acknowledges that it previously has submitted to the Foundation, as part of its pre-grant inquiry process, materials which provides answers to questions and includes various pieces of documentation regarding Grantee, as well as other information requested by the Foundation. Grantee acknowledges and agrees that by signing. this Letter, Grantee confirms that there have been no material changes in the information or documentation supplied or submitted to the Foundation, and that Grantee promptly will inform the Foundation in writing of any material changes in such information or documentation that occur after the Start Date, ACKNOWLEDGED AND AGREED BY GRANTEE TO BE EFFECTIVE AS OF THE START DATE: COUNTY OF HAWAII FIRE DEPARTM "NT, USA Signed: A - Printed Name: q, izosik,Aid Title: Mailing address: 2--1S f\-v-Pu-Pi C-47 9.o.re, 2-Sot 1."1■k,o 2_0 Date: DEC 1 6 2011 Page - 9 County of liawaii Fire Department US-PC XISDF Grant Letter - Rev Date I 0-24-1(3 APPROVED AS TO FORM AND LEGALITY' William Brilhante Deputy Corporation Counsel Date: APPROVED: William P. Kenoi Mayor, County of Hawai'i Date: STATE OF 1lAWAI1 C'OLINTY OF HA WAI'l X ,f SS, On this day of , 2011 betbre me personally appeared WILLIAM P. KENOL to me personally known, who, beMg by me duly sworn, did say that he is the Mayor of the County of Hawai i, a municipal corporation of the State of Hawai'i, that the seal affixed to the foregoing instniment is the corporate seal of said County of Hawaii, the foregoing instrument was signed and sealed on behalf of the County of Hawai` i by authority given to said Mayor of the County ofHawaii by Sections 5-1,3 and 13-13 of the County Charter, County of Hawai`i (2010), as amended, and said WILLIAM P. KEN01 acknowledged said instrument to be the free act and deed of said County ofHawaii. ` [Notary Signature Signature Print or Type Name Notary Public, State of Hawai`i My Commission Expires: NOTARY CERTIFICATION Date No. of Pages: iNIICIIAEI, & SUSAN DELL FOUNDATION GRANT LETTER. - EXI IBIT A GRANT SUMMARY Part 1 - OVCrVICIV Grantee: County of Hawaii Fire Department Project: Intraosseous Infusion System Grant Amount Approved: S25,000 Grant Term: 01-Dec-2011 - 31-Jan-2014 Part 2 — Project Milestones Please refer to the table below for a list of projee miles ones. Milestone Delivery Method Scheduled Equipment purchased and received by March 1.2012 email 01-Mar-2012 Training for — 2 months email 01-May-2012 0 1 -rd-20 1 2 Implement in all ambulance base stations email Document any information requests from the State of Hawaii Department of Health email 01-Dec-2013 Will this equipment be expanded to Hawaii's other 911 services on other islands? email 31-Dec-2013 Part 3 — Project Quantitative Outcomes Please refer to the attached spreadsheet for the quantitative outcomes that need to be tracked and reported to Michael & Susan Dell Foundation for this project. COUNTY OF HAWAII FIRE DEPARTMENT, USA Signed: Printed Name: 0 Priz-eko 3. R-osNiZo Title: Ci-OLY Date: DEC 1 6 2011 Page - 10 County of itewaii Fire Dcpartnichr US-PC tVISDF Grant Letter - Re v Date 10-14-10 Quantitative Outcomes please fill inshaded areas Progress Update 1/1/201 Progress Update 7/1/2013 Final Results 12/31/2013 #uf insertion attempts 'children #suocessfu|iosertiono - aduhs #successfu\insertknms - chUdpen # of traffic accident responded to # of fatalities from traffic accidents Evaluation: The Hawali Fire Department will track all intraosseous insertion attempts and document whether it is succe5sful or not, They wiU document reasons why it was or not successful, patient's condition at time of insertion and the patient'5 uftimate outcome. The data that they cornpile will be of great value to the State af Hawail. This study may determine if aU of Hawaii's other 911 services will be able to use this Iife saving device within their community. � MICHAEL & SUSAN DELL FOUNDATION GRANT LETTER - EXHIBIT B REPORTING GUIDELINES The Michael & Susan Dell Foundation requires a concise, but detailed, report according to the guidelines set forth in the Grant Letter. It is your responsibility as the grant recipient to adhere to the reporting schedule in the Letter. If you are unable to do so, please notify us as soon as possible. Your reporting record will be factored into all subsequent requests for funding. The narrative portion of the report should be no longer than five pages. Please submit your report to info(almsdf.org and copy your grant officer. Hard copies of reports will not be reviewed. 1. Project Progress Summary • Provide a one paragraph summary of project progress toward the most important stated goal(s) using key metrics and data as evidence. • In table format, summarize each of the projected outcomes/milestones outlined in the original `milestone.s and reporting' document, and provide a comparison of actual results to projected outcomes. Project Status Provide information on the following: • Accomplishments - Describe key tasks and project activities completed and provide supporting information. • Priorities - List key tasks and activities to be completed during the upcoming reporting period. Describe efforts to continue project activities after grant is complete. • Obstacles - Identify any challenges or obstacles that have occurred that may/will affect the project timeline or expected outcomes. • Comments - Identify any "best practice" methodologies that have been developed from this project, especially those that may be used for other projects. Administrative systems and project activities should be included. Provide additional information relevant to the project status. III. Other Measures • In table format, list projected outcomes/milestones outlined in the original application, and provide a comparison of actual results to projected outcomes. Page - 11 Courtly af Ili:wait Fire Department 1.45-PC MSDF Grata Leiter - Rev Date 10-24-10 Provide additional data for each outcome, as applicable, that demonstrate project effectiveness and/or results. Provide a specific plan to address sustaining the project's activities after the grant period. Include milestones, timelines, and progress as applicable, IV. Finances • Update actual project income and expenditures using the budget format provided. • If unexpended funds will remain following the end of the grant period, provide a brief proposal for their use. COUNTY OF HAWAH FIRE DEPARTMENT, USA Signed: ptiz„te, es.0%1Nttl.) Printed Name: Title: fig.€ CArtiEl"" Date: DEC 1 6 2011 Page - /2 counly grad mall Are Depanment US-PC MSDF Grant Letter - Rev Dare 10-24-10 r MICHAEL S. SUSAN DELL FOUNDATION GRANT LETTER EXHIBIT C AUTOMATED CLEARING HOUSE (ACH) CREDIT PAYMENT AUTHORIZATION Grantee/Payee Information Payee Name: County of Hawaii, Fire Department Payee Address: 25 Aupuni St. , Suite 2501, Hilo, 111 96720 ayee Email Address (for remittance advice): dvosario@co.hawaii.0 & rbelcheltico.hawaii.us l'age - Bank Information .Account Name: County Ot Hawaii above, ; a., : • • -• • • - • and to take any other actions reasonably related to appropriate processing of such deposits. This authority will remain in effect until the Michael & Susan Dell Foundation is notified by an authorized signatory of Payee, in writing, to info@msdforg marked "Attention: Finance Team". Michael & Susan Dell Foundation and the above financial institution is hereby given a reasonable amount of time to act on the writtcn notice. The Payee hereby indemnifies and holds harmless the Michael & Susan Dell Foundation from any claims which may arise from the Foundation's reasonable reliance on the instructions set forth herein. Bank Name: Bank of Hawaii Printed Name: rerAraz,•-) J. fit icA a ej Oku mot. Bank Account Number 0048002544 Bank Routing Number for ACH Transaction: 121301028 _ Account Type: Checking Savings Checking Please attach a voided check copy or bank letter Authorization The undersigned represents that he/she is an authorized signatory for the Payee entity described above, and that he/she hereby authorizes the Michael & Susan Dell Foundation to initiate deposits • Payee's account at the financial institution listed ' -: "- - - - - - .: above, ; a., : • • -• • • - • and to take any other actions reasonably related to appropriate processing of such deposits. This authority will remain in effect until the Michael & Susan Dell Foundation is notified by an authorized signatory of Payee, in writing, to info@msdforg marked "Attention: Finance Team". Michael & Susan Dell Foundation and the above financial institution is hereby given a reasonable amount of time to act on the writtcn notice. The Payee hereby indemnifies and holds harmless the Michael & Susan Dell Foundation from any claims which may arise from the Foundation's reasonable reliance on the instructions set forth herein. S i g n a t u r e 11144.4z4Z,e7h4444trThr Printed Name: rerAraz,•-) J. fit icA a ej Oku mot. Title: ii C4t1 '3 County of Ha will Fire Department US-PC AISDF Grant Letter - Rev Aye 10-24-10