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HomeMy WebLinkAbout2008-407 /C� 17 � Contract No e� Catalog of State Financial Assistance No . 55 . 026 Financial Project No . : 424142- 1 - 58-01 COUNTY : INDIAN RIVER COUNTY STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION TRANSPORTATION REGIONAL INCENTIVE PROGRAM AGREEMENT THIS Transportation Regional Incentive Program Agreement ("AGREEMENT") , entered into this .1. L day of 200 S by and between the STATE OF FLORIDA DEPARTMEN F TRANSPORTATION , hereinafter referred to as the "DEPARTMENT , " and INDIAN RIVER COUNTY , hereinafter referred to as the " COUNTY . " WITNESSETH WHEREAS , the DEPARTMENT is willing to provide the COUNTY with financial assistance under Financial Management (FM) No . 424142- 1 -58 -01 Construction and Construction Engineering Inspection (CEI) Services for Various Intersection Improvements along US - 1 /SR-5 from Aviation Blvd to Old Dixie Highway ; and WHEREAS , the purpose of this Agreement , the Construction and CEI services of US1 /SR5 : Aviation Blvd Aviation Blvd to Old Dixie Highway hereinafter referred to as the " PROJECT , " is in accordance with Fla . Stat. §339 .2819 ; and WHEREAS , the DEPARTMENT has the authority , under Fla. Stat. § 334 . 044 , to enter into this Agreement; and WHEREAS , the Transportation Regional Incentive Program was created by Fla. Stat. §339 .2819 to provide funds to improve regionally significant transportation facilities in " regional transportation areas " pursuant to Fla . Stat. §339 . 155 (5) ; and WHEREAS , the COUNTY has certified to the DEPARTMENT that it has met the eligibility requirements of Fla . Stat. §339 .2819 ; and WHEREAS , the Treasure Coast Transportation Council , acting as a designated regional partnership under Fla . Stat §339 . 155 (5) (c) and formed by an interlocal agreement, designated US - 1/SR-5 as a regional facility . WHEREAS , the COUNTY by Resolution No . 2008- 197 dated the 9th day of December , 2008 , a copy of which is attached hereto and made a part hereof, has authorized the Chairman of its Board of Commissioners or designee to enter into this Agreement . NOW, THEREFORE , in consideration of the mutual covenants , promises , and representations contained herein , the parties agree as follows : 1 . The recitals set forth above are true and correct and are deemed incorporated herein. 2 . SERVICES AND PERFORMANCE A) The PROJECT consists of: Intersection Improvements along US4 /SR- 5 at Aviation Blvd . and at Old Dixie Highway . Page 1 of 13 B ) The COUNTY agrees to undertake the design , construction and construction engineering and inspection (CEI) of the PROJECT in accordance with all applicable, federal , state and local statutes , rules , regulations , and standards . The COUNTY shall be responsible for obtaining clearances/permits required for the construction of the PROJECT from the appropriate permitting authorities . Upon completion of the PROJECT, the COUNTY shall certify to the DEPARTMENT in writing that the PROJECT has been completed in accordance with the applicable standards , statutes , rules and regulations . The COUNTY must apply for and be granted a permit, from the DEPARTMENT , before the COUNTY can proceed with construction . C) The DEPARTMENT will be entitled at all times to be advised , at its request, as to the status of work being done by the COUNTY and of the details thereof. Coordination shall be maintained by the COUNTY with representatives of the DEPARTMENT . The COUNTY shall provide the DEPARTMENT with monthly progress reports . D) The COUNTY shall not assign or transfer any work under this Agreement without the prior written consent of the DEPARTMENT . E) All notices under this Agreement shall be directed to the following addresses : TO DEPARTMENT : TO COUNTY : Florida Department of Transportation Indian River County 3400 West Commercial Blvd . 180127 ' Street Fort Lauderdale FL 33309 -3421 Vero Beach FL 32960 Attn : Leos A. Kennedy , Jr. Attn : Chris Kafer, Jr. P . E . With a copy to : Arleen Dano With a copy to : County Attorne A second co : District General Counsel 3 . TERM A) Except as otherwise set forth herein, this Agreement shall continue in effect and be binding to both the COUNTY and the DEPARTMENT until the PROJECT is completed as evidenced by the written acceptance of the DEPARTMENT or June 30 , 2012 , whichever occurs first, or unless terminated earlier in accordance with the terms of paragraph 9 . B ) This Agreement shall not be renewed . Any extension shall be in writing and executed by both parties , and shall be subject to the same terms and conditions set forth in this Agreement and contingent upon the DEPARTMENT ' S Director of Transportation Development or Designee ' s Approval . 4 . COMPENSATION AND PAYMENT A) The COUNTY and the DEPARTMENT agree to share the cost of this PROJECT FM #424142- 1 -58 -01 . The COUNTY agrees to provide one -half ( 1 /2) of the PROJECT expenditures and the DEPARTMENT agrees to provide the other one-half ( 1 /2 ) pursuant to Fla . Stat. §339 .2819 . B ) The estimated total cost as set forth in the DEPARTMENT ' S adopted work program for this PROJECT is ONE MILLION NINE HUNDRED EIGHTY THOUSAND Page 2 of 13 DOLLARS ($ 1 ,980 , 000 . 00 ) . The estimated COUNTY share for one-half ( 1 /2) the PROJECT cost is NINE HUNDRED NINETY THOUSAND DOLLARS ($ 990 , 000 . 00) . The estimated DEPARTMENT share for one- half ( 1 /2) the PROJECT cost is NINE HUNDRED NINETY THOUSAND DOLLARS ($ 990 , 000 . 00) which is the maximum participation by the DEPARTMENT , for actual costs incurred during the construction and CEI phase . The parties further agree all remaining costs of the PROJECT shall be the sole responsibility of the COUNTY . i) In the event the COUNTY proceeds with the construction/construction inspection of the PROJECT with its own forces , the COUNTY will only be reimbursed for direct costs (this excludes general and administrative overhead) . The CEI services will be provided , when required by specifications [ defined as Contractor Quality Control ( CQC) , by personnel meeting the requirements of the DEPARTMENT ' S Construction Training and Qualification Program (CTQP) . The County may choose to satisfy this requirement by either hiring a DEPARTMENT prequalified consultant firm or utilizing COUNTY staff that meet these requirements or a combination thereof. The CEI staff shall also include one individual that has completed the Advanced Maintenance of Traffic Advanced Level Training . The CEI staff shall be present on the PROJECT at all times that the contractor is working . Administration of the CEI staff shall be under the responsible charge of a State of Florida licensed Professional Engineer. ii) All costs charged to the PROJECT shall be supported by properly executed payrolls, time records , invoices , contracts , or vouchers evidencing in proper detail the nature and propriety of the charges . C ) The COUNTY acknowledges and agrees that the DEPARTMENT ' S obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature . D) The COUNTY must submit the final invoice to the DEPARTMENT within 180- days after the final acceptance of the PROJECT . Invoices submitted after the 180 - day time period will not be paid . E) Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the DEPARTMENT under Section 334 . 044 (29) , Florida Statutes . F) Bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper pre - audit and post- audit . G) Travel costs will not be reimbursed . IT) If this Agreement involves units of deliverables , then such units must be received and accepted in writing by the Contract Manager prior to payments . I ) The COUNTY shall submit one invoice (3 copies) , plus supporting documentation required by the DEPARTMENT to the Project Manager for approval and processing on a monthly basis . Page 3 of 1.3 The COUNTY providing goods and services to the DEPARTMENT should be aware of the following time frames . Upon receipt, the DEPARTMENT has ten ( 10) working days to inspect and approve the goods and services . The DEPARTMENT has twenty (20) days to deliver a request for payment (voucher) to the Department of Financial Services . The Twenty (20 ) days are measured from the latter of the date the invoice is received or the goods or services are received , inspected and approved . K) If a payment is not available within Forty (40) days, separate interest penalty at a rate as established pursuant to Section 55 . 03 ( 1 ) , F . S . , will be due and payable , in addition to the invoice amount, to the COUNTY . interest penalties of less than one ( 1 ) dollar will not be enforced unless the COUNTY requests payment . Invoices that have to be returned to a COUNTY because of COUNTY preparation error will result in a delay in the payment . The invoice payment requirements do not start until a properly completed invoice is provided to the DEPARTMENT . L) A Vendor Ombudsman has been established within the Department of Financial Services . The duties of this individual include acting as an advocate for contractors/vendors who may be experiencing problems in obtaining timely payments (s) from a state agency . The Vendor Ombudsman may be contacted at ( 850) 410 - 9724 or by calling the Department of Financial Services Hotline , 1 - 800 - 848 - 3792 . M) Records of costs incurred under terms of this Agreement shall be maintained and made available upon request to the DEPARTMENT at all times during the period of this Agreement and for five years after final payment is made . Copies of these documents and records shall be furnished to the DEPARTMENT upon request. Records of costs incurred includes the COUNTY ' S general accounting records and the project records , together with supporting documents and records of the COUNTY and all subcontractors performing work on the project, and all other records of the COUNTY and subcontractors considered necessary by the DEPARTMENT for a proper audit of costs . N ) The DEPARTMENT , during any fiscal year , shall not expend money, incur any liability , or enter into any contract which , by its terms , involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such 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 contract or other binding commitment of funds . Nothing herein contained shall prevent the making of contracts for periods exceeding one 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 . 5 . ROADWAY LEVEL OF SERVICE A) Fla . Stat. § 163 . 3180 requires that facilities funded through the Transportation Regional Incentive Program adopt the level of service standards established by the DEPARTMENT for the PROTECT limits . B ) The logical termini for level of service purposes are North Gifford/45 `h Street to 26' h Street. Page 4 of 13 C ) The COUNTY agrees that once the additional capacity from the PROJECT is available for purposes of concurrency under Fla . Stat. § 163 . 3180 , it will officially adopt the DEPARTMENT ' S level of service for the segment of US - 1 /SR-5 between the logical termini specified in (B ) , above . This will be accomplished through and update to the comprehensive plan within one year. 6 . INDEMNITY AND INSURANCE A) INDEMNITY i) When either party receives notice of claim for damages that may have been caused by the other party in the performance of services required under this Agreement, that party will immediately forward the claim to the other party . Each party will evaluate the claim , and report its findings to each other within fourteen ( 14) working days and jointly discuss options in defending the claim . A party ' s failure to promptly notify the other of a claim will not act as a waiver or any right herein . ii) With respect to any of the COUNTY ' S agents , consultants , subconsultants , contractors , and/or sub -contractors , such party in any contract for this Project shall agree to indemnify , defend , save and hold harmless the DEPARTMENT from all claims , demands , liabilities , and suits of any nature arising out of, because of or due to any intentional and/or negligent act or occurrence , omission or commission of such agents , consultants , subconsultants, contractors and/or subcontractors . The COUNTY shall provide to the DEPARTMENT written evidence of the foregoing upon the request of the DEPARTMENT , It is specifically understood and agreed that this indemnification clause does not cover or indemnify the DEPARTMENT for its own negligence . B ) LIABILITY INSURANCE . i) The COUNTY shall carry and keep in force during the period of this Agreement a general liability policy or policies with a company or companies authorized to do business in Florida, affording public liability insurance with combined bodily injury limits of at least $ 100 , 000 per person and $ 200 ,000 each occurrence , and property damage insurance of at least $ 50 , 000 each occurrence , for the services to be rendered in accordance with this Agreement . However, in the event the COUNTY maintains a self- insurance fund to cover such liability , the COUNTY agrees to maintain sufficient reserves in the fund to pay the above -described liability limits . In addition to any other forms of insurance or bonds required under the terms of this Agreement, the COUNTY must comply or cause its contractor to comply with § 7 - 13 of the DEPARTMENT ' S Standard Specifications for Road and Bridge Construction (2007) , as amended . Upon the DEPARTMENT ' S request the COUNTY must provide documentation to the DEPARTMENT that shows that the insurance requirements are being met in accordance with the Agreement. C) WORKERS ' COMPENSATION . i) The COUNTY shall also carry and keep in force Workers ' Compensation insurance as required for the State of Florida under the Workers ' Compensation Law . 7 , COMPLIANCE WITH LAWS A) The COUNTY shall allow public access to all documents , papers , letters, or other material subject to the provisions of Chapter 119 , Florida Statutes , made or received by the COUNTY in conjunction with this Agreement. Failure by the COUNTY to grant Page 5 of 13 such public access shall be grounds for immediate unilateral cancellation of this Agreement by the DEPARTMENT . B ) The COUNTY shall comply with all federal , state , and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color , religion , sex, or national origin in the performance of work under this Agreement . C) No finds received pursuant to this Agreement may be expended for lobbying the Legislature , the judicial branch, or a state agency . D) The COUNTY and the DEPARTMENT agree that the COUNTY, its employees , and subcontractors are not agents of the DEPARTMENT as a result of this Agreement for purposes other than those set out in §337 .274 , Florida Statutes . 8 . AUDITS A) The administration of resources awarded by the DEPARTMENT to the COUNTY may be subject to audits andlor monitoring by the DEPARTMENT, as described in this section . B ) MONITORING i) In addition to reviews of audits conducted in accordance with OMB Circular A- 133 and Section 215 . 97 , F . S . , as revised (see " AUDITS " below) , monitoring procedures may include, but not be limited to , on-site visits by DEPARTMENT staff, limited scope audits as defined by OMB Circular A- 133 , as revised, and/or other procedures . By entering into this agreement, the recipient agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. In the event the DEPARTMENT determines that a limited scope audit of the recipient is appropriate , the recipient agrees to comply with any additional instructions provided by the DEPARTMENT staff to the COUNTY regarding such audit. The COUNTY further agrees to comply and cooperate with any inspections , reviews , investigations , or audits deemed necessary by the DEPARTMENT ' S Office of the Inspector General , the Chief Financial Officer ( CFO ) or Auditor General . C} AUDITS i) PART I : FEDERALLY FUNDED ( 1 ) Recipients of federal funds ( i . e . state , local government, or non -profit organizations as defined in OMB Circular A - 133 , as revised) are to have audits done annually using the following criteria : (2) In the event that the recipient expends $ 500 , 000 for fiscal years ending after December 31 , 2003 or more in Federal awards in its fiscal year, the recipient must have a single or program - specific audit conducted in accordance with the provisions of OMB Circular A- 133 , as revised . EXHIBIT "A" to this Agreement attached hereto and made a part hereof indicates Federal resources awarded through the DEPARTMENT by this Agreement, if applicable . In determining the Federal awards expended in its fiscal year, the recipient shall consider all sources of Federal awards, including Federal resources received from the DEPARTMENT . The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A- 133 , Page 6 of 13 as revised . An audit of the recipient conducted by the Auditor General in accordance with the provisions OMB Circular A - 133 , as revised , will meet the requirements of this part . (3 ) In connection with the audit requirements addressed in Part 1 , paragraph 1 , the recipient shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A - 133 , as revised . (4) If the recipient expends less than $ 500 , 000 for fiscal years ending after December 311 2003 in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of ON/.1B Circular A - 133 , as revised , is not required . In the event that the recipient expends less than $ 500 , 000 for fiscal years ending after December 31 , 2003 in Federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of OMB Circular A- 133 , as revised , the cost of the audit must be paid from non -Federal resources (i . e . , the cost of such an audit must be paid from recipient resources obtained from other than Federal entities) . (5) Federal awards are to be identified using the Catalog of Federal Domestic Assistance ( CFDA) title and number, award number and year, and name of the awarding federal agency . ii) PART II : STATE FUNDED ( 1 ) Recipients of state funds ( i . e . a nonstate entity as defined by Section 215 . 97 (2) ( 1) , Florida Statutes) are to have audits done annually using the following criteria : (2) In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $ 500 , 000 for fiscal years ending on September 30 , 2004 , and thereafter in any fiscal year of such recipient, the recipient must have a State single or project- specific audit for such fiscal year in accordance with Section 215 . 97, Florida Statutes ; applicable rules of the Department of Financial Services and the CFO ; and Chapters 10 . 550 (local governmental entities) or 10 . 650 (nonprofit and for-profit organizations) , Rules of the Auditor General . EXHIBIT " A" indicates state financial assistance awarded through the Department by this agreement, if applicable . In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance , including state financial assistance received from the Department, other state agencies , and other nonstate entities . State financial assistance does not include Federal direct or pass -through awards and resources received by a nonstate entity for Federal program matching requirements . (3 ) In connection with the audit requirements addressed in Part II , paragraph 1 ; the recipient shall ensure that the audit complies with the requirements of Section 215 . 97 (7) , Florida Statutes . This includes submission of a financial reporting package as defined by Section 215 . 97 (2 ) ( d) , Florida Statutes, and Chapters 10 . 550 (local governmental entities) or 10 . 650 (nonprofit and for-profit organizations ) , Rules of the Auditor General . Page 7 of 13 (4) If the recipient expends less than $ 500 , 000 in state financial assistance in its fiscal year ending on September 30 , 2004 , and thereafter, an audit conducted in accordance with the provisions of Section 215 . 97 , Florida Statutes , is not required . In the event that the recipient expends less than $ 500 , 000 in state financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215 . 97 , Florida Statutes , the cost of the audit must be paid from the nonstate entity ' s resources (i . e . , the cost of such an audit must be paid from the recipient' s resources obtained from other than State entities) . ( 5 ) State awards are to be identified using the Catalog of State Financial Assistance (CSFA) title and number, award number and year, and name of the state agency awarding it . iii) PART III : OTHER AUDIT REQUIREMENTS ( 1 ) The recipient shall follow up and take corrective action on audit findings . Preparation of a summary schedule of prior year audit findings , including corrective action and current status of the audit findings is required . Current year audit findings require corrective action and status of findings . (2) Records related to unresolved audit findings , appeals , or litigation shall be retained until the action is completed or the dispute is resolved . Access to project records and audit work papers shall be given to the FDOT, the Comptroller, and the Auditor General . This section does not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of state financial assistance or limit the authority of any other state official . iv) PART IV : REPORT SUBMISSION ( 1 ) Copies of reporting packages for audits conducted in accordance with OMB Circular A- 133 , as revised , and required by PART I of this agreement shall be submitted , when required by Section . 320 (d) , OMB Circular A - 133 , as revised , by or on behalf of the recipient directly to each of the following : Florida Department of Transportation , 3400 W . Commercial Blvd . Ft. Lauderdale, FL 33309 Karen Maxon , District Single Audit Liaison (2) The Federal Audit Clearinghouse designated in OMB Circular A- 133 , as revised (the number of copies required by Sections . 320 (d) ( 1 ) and (2) , OMB Circular A- 1335 as revised , should be submitted to the Federal Audit Clearinghouse) , at the following address : Federal Audit Clearinghouse Bureau of the Census 1201 East 10 `" Street Jeffersonville , IN 47132 Page 8 of 13 (3 ) Other Federal agencies and pass -through entities in accordance with Sections . 320 (e) and (f), OMB Circular A - 133 , as revised . (4 ) In the event that a copy of the reporting package for an audit required by PART I of this agreement and conducted in accordance with OMB Circular A - 133 , as revised , is not required to be submitted to the Department for reasons pursuant to section . 320 (e) (2) , ON/113 Circular A- 133 , as revised , the recipient shall submit the required written notification pursuant to Section . 320 (e ) (2 ) and a copy of the recipient' s audited schedule of expenditures of Federal awards directly to the following : Federal Audit Clearinghouse Bureau of the Census 1201 East 10' ' Street Jeffersonville , IN 47132 ( 5 ) In addition, pursuant to Section . 320 (0 , OMB Circular A- 133 , as revised , the recipient shall submit a copy of the reporting package described in Section . 320 (c) , OMB Circular A- 133 , as revised , and any management letters issued by the auditor, to the Department at the following address : Florida Department of Transportation , 3400 W. Commercial Blvd . Ft. Lauderdale , FL 33309 Karen Maxon , District Single Audit Liaison (6) Copies of financial reporting packages required by PART II of this agreement shall be submitted by or on behalf of the recipient directl to the following : Florida Department of Transportation , 3400 W. Commercial Blvd . Ft. Lauderdale, FL 33309 Karen Maxon , District Single Audit Liaison (7 ) The Auditor General ' s Office at the following address : Auditor General ' s Office Room 401 , Pepper Building 111 West Madison Street Tallahassee , Florida 32399 - 1450 (8 ) Copies of reports or the management letter required by PART III of this agreement shall be submitted by or on behalf of the recipient directly to the DEPARTMENT at the following address : Florida Department of Transportation , 3400 W. Commercial Blvd . Ft. Lauderdale, FL 33309 Karen Maxon , District Single Audit Liaison Page 9 of 13 (9) Any reports , management letter, or other information required to be submitted to the Department pursuant to this agreement shall be submitted timely in accordance with OMB Circular A - 133 , Florida Statutes , and Chapters 10 . 550 ( local governmental entities) or 10 . 650 (nonprofit and for-profit organizations) , Rules of the Auditor General, as applicable . ( 10) Recipients , when submitting financial reporting packages to the DEPARTMENT for audits done in accordance with OMB Circular A - 133 or Chapters 10 . 550 (local governmental entities) or 10 . 650 (nonprofit and for-profit organizations) , Rules of the Auditor General , should indicate the date that the reporting package was delivered to the recipient in correspondence accompanying the reporting package . V) PART V : RECORD RETENTION ( 1 ) The recipient shall retain sufficient records demonstrating its compliance with the terms of this agreement for a period of at least five years from the date the audit report is issued , and shall allow the DEPARTMENT , or its designee , the state CFO or Auditor General access to such records upon request . The recipient shall ensure that the independent audit working papers are made available to the DEPARTMENT, or its designee , the state CFO , or Auditor General upon request for a period of at least five years from the date the audit report is issued , unless extended in writing by the DEPARTMENT . 9 . TERMINATION AND DEFAULT A) This Agreement may be canceled by either the COUNTY or the DEPARTMENT upon sixty (60) days written notice . B ) If the DEPARTMENT determines that the performance of the COUNTY is not satisfactory , the DEPARTMENT shall have the option of (a) immediately terminating the Agreement , or (b ) notifying the COUNTY of the deficiency with a requirement that the deficiency be corrected within a specified time , otherwise the Agreement will be terminated at the end of such time , or (c) taking whatever action is deemed appropriate by the DEPARTMENT . C) If the DEPARTMENT requires termination of the Agreement for reasons other than unsatisfactory performance of the COUNTY , the DEPARTMENT shall notify the COUNTY of such termination , with instructions as to the effective date of termination or specify the stage of work at which the Agreement is to be terminated . D) If the Agreement is terminated before performance is completed , the COUNTY shall be paid only for that work satisfactorily performed for which costs can be substantiated . Such payment, however, may not exceed an amount which is the same percentage of the contract price as the amount of work satisfactorily completed is a percentage of the total work called for by this Agreement . All work in progress will become the property of the DEPARTMENT and will be turned over promptly by the COUNTY . 14 . MISCELLANEOUS A) All words used herein in the singular form shall extend to and include the plural . All words used in the plural form shall extend to and include the singular . All words used in any gender shall extend to and include all genders . Page 1. 0 of 13 B ) The DEPARTMENT shall not be obligated or liable hereunder to any party other than the COUNTY . C) In no event shall the making by the DEPARTMENT of any payment to the COUNTY constitute or be construed as a waiver by the DEPARTMENT of any breach of covenant or any default which may then exist, on the part of the COUNTY , and the making of such payment by the DEPARTMENT while any such breach or default exists shall in no way impair or prejudice any right or remedy available to the DEPARTMENT with respect to such breach or default . D) This document incorporates and includes all prior negotiations , correspondence , conversations , agreements , or understandings applicable to the matters contained herein . The parties agree that all commitments , agreements , or understandings concerning the subject matter of this Agreement are contained in this document . Accordingly , it is agreed that no deviation from the terms hereof shall be predicated upon any prior representation or agreements whether oral or written . It is further agreed that no modification , amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed by the COUNTY and the DEPARTMENT . E) If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having the jurisdiction to make such determination , the remainder of this Agreement shall remain in full force and effect provided that the part of this Agreement thus invalidated or declared unenforceable is not material to the intended operation of this Agreement. F) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida . Venue with respect to judicial proceedings arising out of this Agreement shall be in Broward County , Florida. G) An entity or affiliate which has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity , may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not ' submit bids on leases of real property to a public entity , may not be awarded or perform work as a contractor, supplier, subcontractor , or consultant under a contract with any public entity , and may not transact business with any public entity . H) A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity , may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a pub ] is entity , may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity and may not transact business with any public entity in excess of the threshold amount provided in Section 287 . 017 , Florida Statutes , for Category Two for a period of 36 months from the date of being placed on the convicted vendor list . Page 11 of 13 IN WITNESS WHEREOF , the COUNTY has caused this Agreement to be executed in its behalf, by the Chairman/Councilman of INDIAN RIVER COUNTY or its designee , as authorized by Resolution Number 2008- 197 and the FLORIDA DEPARTMENT OF TRANSPORTATION has caused this Agreement to be executed in its behalf through its District Secretary or authorized designee : N mid INDIAN RIVER COUNTY , FLORIDA ATTEST b Mary Louise Scheidt, Clerk , Ad Interim ( Seal ) TITLE Chaimon Z _ t .. _ ' c, -- � Wesley S . Davis t� emlr 9 , 2008 _ Date Print Name Date STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION ATTEST By : )f" EXECUTIV ECRE RY/ iSeao)� X DIRECTC°Jlt OF TRANSPORTATIO If If DEVELOPMENT w» 1 > DISTRICT If ft 0I u t. a Print Name ' 1 Date Print Narnkli j �— ate Fla . Dept . of Trans . Legal Review : :Z. By ' Date If Availability of Funds Approval : '; C ; gym: 1 Date { v 44�5 r 4 £ g d,Q' 4 / r •e }d Page 12 of 13 vidLLAfaM ,. a .F EX.111BIT " A " SINGLE AUDIT COMPLIANCE REQUIREMENTS FEDERAL and /or STATE resources awarded to the recipient pursuant to this agreement should be listed below . If the resources awarded to the recipient represent more than one Federal or State program , provide the same information for each program and the total resources awarded . Compliance Requirements applicable to each State program should also be listed below . If the resources awarded to the recipient represent more than one program , list applicable compliance requirements for each program in the same manner as shown here : STATE RESOURCES : State Agency Catalog of State Financial Assistance (Number & Title) Amount DOT 55 . 026 Transportation Regional Incentive Program $ 990, 000 . 00 (Department of Transportation) Compliance Requirements Activities Allowed : The TRIP Program is intended to provide state matching funds for capital projects , not operating expenses, on regionally significant facilities . Allowable Costs : See above . Eligibility : 339 . 2819 F . S . establishes several minimum eligibility criteria in order to qualify for TRIP funds. They include : 1 . Support those transportation facilities that serve national, statewide, or regional functions and function as an integrated regional transportation system . 2 . Be identified in the capital improvements element of a comprehensive plan that has been determined to be in compliance with part 11 of chapter 163 , after July 1 , 2005 , or to implement a long-term concurrency management system adopted by a local government in accordance with Is . 163 . 3177 (9) . Further, the project shall be in compliance with local government comprehensive plan policies relative to corridor management. 3 . Be consistent with the Strategic Intermodal System Plan developed tinder s . 339 . 64 . 4 . Have a commitment for local , regional , or private financial matching funds as a percentage of the overall project cost. Matching : The percentage of matching funds provided from the Transportation Regional Incentive Program shall be 50 percent of project costs . Page 13 of 13 ♦IESOLUTION NO , 2008 - 197 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY , .FLORIDA , AUTHORIZING EXECUTION OF A TRANSPORTATION REGIONAL INCENTIVE PROGRAM (TRIP) FOR VARIOUS INTERSECTION IMPROVEMENTS ALONG US - l / SR- 5 FROM AVIATION BLVD , TO OLD DIXIE HIGHWAY . WHEREAS , the State of Florida, Department of Transportation and Indian River County desire to facilitate the intersection improvements along US - 1 / SR- 5 from Aviation Blvd to Old Dixie Highway ; WHEREAS , the State of Florida, Department of Transportation, has requested Indian River County execute and deliver to the State of Florida, a Transportation Regional Incentive Program Agreement (TRIP ) for the aforementioned project ; NOW, THEREFORE , BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY , FLORIDA , that the Chairman of the Board is hereby authorized to make, execute , and deliver to the State of Florida, Department of Transportation, a Transportation Regional Incentive Program Agreement for the aforementioned project. The foregoing resolution was offered by Commissioner Flescher who moved its adoption . The motion was seconded by Commissioner 01 Bryan and , upon being put to a vote , the vote was as follows : Cliairrnan Wesley S . Davis Vice-Chairman Joseph E . Flescher AYE Commissioner Gary C . Wheeler AYE Commissioner Peter D . O ' Bryan AYE Commissioner Bob Solari AYE The Chairman thereupon declared the resolution passed and adopted this 9th _ daay of . December , 2008 . BOARD OF COUNTY COMMISSSIONERS OF INDIAN RIVER COUNTY, FLORIDA .ii 0 Mary Louise Scheidt, Clerk ,, Ad Interim By ,. .. �. es ey S . Davis , Chairman Attest : A . Mary Louise Scheidt , Jerk, Ad Interim AM/i0 4By :n �P CCounty Attorney Deputy Clerk Approved as to Form and Legal Sufficiency F1Engineering\JWilliamslagenda items\BCC Agn Resolution- 11 -26-03 Aviation Blvd . doc