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a) All labor, equipment, and materials, including routine inspection, testing, and preventive <br />maintenance of traffic signal devices as may be reasonable and necessary to maintain in <br />good operating condition, or to repair or reconstruct to restore to good operating condition, <br />all those traffic signals and devices identified in Exhibit "B" attached hereto. <br />b) The County shall maintain all intersection signal hardware, lighting, communication <br />equipment, detection, CCTV systems, cabinet and related hardware, underground utilities <br />(signal wire, and conduit) and system timing plans. <br />c) Work performed shall be performed in accordance with the accepted industry practices, <br />standards, and customs. <br />d) The County shall be free to determine the design, style, make, model, manufacturer, or <br />other specification of any material or equipment used or provided hereunder subject to the <br />provisions of the existing and any future amendments to the agreement between the Florida <br />Department of Transportation and Indian River County. <br />e) Any major intersectional traffic signal design modifications developed by Indian River <br />County as part of this agreement shall be reviewed with the City Engineer and the City <br />shall have the option of substituting equal or better equipment and/or materials. The City <br />shall be responsible for any additional costs incurred. <br />f) The County will prepare and submit an annual report to the City Engineer summarizing <br />repairs, modifications, etc. to the system during the given year. <br />g) The County shall be responsible for documentation and record-keeping of maintenance <br />activities and coordination with utility providers or contractors as required. <br />h) The County shall not be responsible for capital improvements, major signal redesigns, or <br />installations unless separately agreed to in writing. <br />i) The County staff will continue to develop and implement new system -timing plans <br />required to maintain a comprehensive and growing traffic responsive system by completing <br />yearly traffic counts, to stay up to date with current traffic volumetric data. <br />4. Term. <br />This Agreement shall commence on , 2025, and shall be subject to automatic five- <br />year extensions, starting in 2030, coinciding with the fiscal year of the County, unless either party <br />provides to the other with written notice of an intention to terminate at least one hundred -eighty <br />(180) days in advance of the renewal date, or a more permanent agreement is established by both <br />parties. <br />5. Compensation. <br />a) The City shall reimburse the County for services rendered under this Agreement based on <br />a mutually agreed fee schedule, attached as Exhibit "A." <br />b) Invoices shall be submitted quarterly and paid by the City within thirty (30) days of receipt. <br />c) The City shall have the right to question and/or dispute the accuracy of County invoiced <br />costs; provided however, the City cannot unreasonably withhold approval of the invoice. <br />If any portion of any invoice is in a bona fide dispute, the City shall remit payment of the <br />undisputed portion of the invoice within thirty (30) days of receipt of invoice and the <br />County and City shall attempt to amicably resolve those disputed portions of the invoice. <br />