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Exhibit " B " MEMORANDUM OF AGREEMENT THIS AGREEMENT, made and entered into this , day of , 200 , by and between the State of Florida , Department of Transportation , hereinafter referred to as " FDOT" and the State of Florida , Department of Financial Services, Division of Treasury and INDIAN RIVER COUNTY hereinafter referred to as the " Participant" . WITNESSETH WHEREAS , " FDOT" is currently constructing the following project : Financial Project Number : 228627 - 1 - 32 - 02, 228627 - 1 - 52 - 01, & 228627 = 1 - 62 - 01 County : INDIAN RIVER hereinafter referred to as the " Project" . WHEREAS , FDOT and the Participant entered into a Locally Funded Agreement ( LFA) dated , wherein DOT agreed to perform certain work on behalf of the Participant in conjunction with the Project . WHEREAS , the parties to this AGREEMENT mutually agreed that it would be in the best interest of the FDOT and the Participant to establish an interest bearing escrow account to provide funds for the work performed on the Project on behalf of the Participant by the FDOT . NOW THEREFORE, in consideration of the premises and the covenants contained herein , the parties agree to the following . 1 . FDOT and the PARTICIPANT agree that the recitals set forth above are true and correct and deemed incorporated herein . 2 . An initial deposit in the amount of THREE MILLION FOUR HUNDRED SIXTY SIX THOUSAND NINE HUNDRED SIXTY DOLLARS AND TEN CENTS ( $ 3, 466, 960 . 10 ) will be made by the Participant into an interest bearing escrow account established by the FDOT for the purposes of the Project . Subsequent deposits will be made into the account in accordance with the Locally Funded Agreement . Said escrow account will be opened with the Department of Financial Services, Division of Treasury , Bureau of Collateral Management on behalf of the FDOT upon receipt of this Memorandum of Agreement . Such account will be an asset of FDOT . 3 . Other deposits will be made only by the Participant as necessary to cover the cost of additional work prior to the execution of any Supplemental Agreements .