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improvements as stated in the FHWA Detailed Damage Inspection Reports, copies of which are attached hereto and made a part hereof. All other costs are to bome by the COUNTY. For satisfactory completion of all services as detailed in Exhibit A (Scope of Services) and the attached Detailed Damage Inspections Reports of this. Agreement, the DEPARTMENT will pay the PARTICIPANT funds received from FHWA not to exceed FOUR MILLION FIVE HUNDRED NINETY-TWO THOUSAND FIFTY DOLLARS AND EIGHTY-NINE CENTS ($4,592,050.89). 7. The DEPARTMENT shall have ten (10) working days to approve any invoice submitted by the COUNTY. A completed copy of Exhibit "C", CERTIFICATION AS TO ACCURACY OF PAYMENT, must accompany all invoices. Project costs eligible for DEPARTMENT participation will be allowed only from the date of final execution of the Agreement. Travel expenses are not authorized in this agreement. The COUNTY shall submit invoices for fees and other compensation for services or expenses in detail sufficient for a proper per -audit and post -audit thereof. Invoice(s) shall be submitted to State DEPARTMENT of Transportation at 3400 W. Commercial Boulevard; Ft. Lauderdale, FL 33309; Attn: Matthew Price. 8. The Agreement and any interest herein shall not be assigned, transferred or otherwise encumbered by the COUNTY under any circumstances without the prior written consent of the DEPARTMENT. However this Agreement shall run to the DEPARTMENT and its successors. 9. This Agreement shall continue in effect and be binding to both the COUNTY and the DEPARTMENT until January 15, 2006. All invoices and supporting documentation must be received by this date. 10. The DEPARTMENT, during any fiscal year, shall not expend money, incur any liability, or enter into any contracts which by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during the fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The DEPARTMENT shall require a statement from the comptroller of the. DEPARTMENT that funds are available prior to entering into any such contractor other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding one (1) year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the DEPARTMENT which are for an amount in excess of $25,000 and which have a term for a period of more than one (1) year. 11. Records of costs incurred under the terms of this Agreement shall be maintained and made available uponrequest to the DEPARTMENT at all times during the period of this Agreement for three years after final payment is made. Copies of these documents and records shall be furnished to the DEPARTMENT upon request. Records of costs incurred include the Contractor's general accounting records and the project records, together with supporting documents and records of the Contractor and all subcontractors performing work on the project, and all records of the Contractor and subcontractors considered necessary by the DEPARTMENT for the proper audit of costs. 12. The DEPARTMENT may cancel this Agreement for refusal of the COUNTY to allow public access to all documents, papers, letters, of other material subject to the provisions of Chapter 119 of the Florida Statutes, made or reviewed by the COUNTY in conjunction with this Agreement and shall make provisions in its Agreements with its consultants and sub -consultants to terminate for failure to comply with this provisions. 13. The COUNTY warrants that it has not employed or obtained any company or person, other than bona fideemployees of the COUNTY, to solicit or secure this Agreement, and it has not paid or agreed to pay any company, corporation, individual or firm, other than a bona fide employee employed by the COUNTY. For breach or violation of this provision, the DEPARTMENT shall have the right to terminate the Agreement without liability. Page 2