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HomeMy WebLinkAbout2012-183 l � 1 AGREEMENT 01o4L, BETWEEN THE INDIAN RIVER COUNTY METROPOLITAN PLANNING ORGANIZATION AND INDIAN RIVER COUNTY , FLORIDA FOR STAFF SERVICES THIS AGREEMENT , made and entered into this 2th day of October 2012 by and between the INDIAN RIVER COUNTY METROPOLITAN PLANNING ORGANIZATION , a Metropolitan Planning Organization hereinafter called the " MPO " , and INDIAN RIVER COUNTY , FLORIDA , hereinafter called the " COUNTY , " W I T N E S S E T H WHEREAS , the MPO , pursuant to the authority conferred upon it by Section 5 . 02 ( a ) and 5 . 02 ( b ) of the Interlocal Agreement establishing the Indian River County Metropolitan Planning Organization , effective October 6 , 2004 , may enter into contracts with local or state agencies to utilize the staff resources of such agencies and to obtain certain services from such agencies ; and WHEREAS , pursuant to the aforesaid Interlocal Agreement and the companion Urbanized Area Transportation Planning Agreement between the MPO and the Florida Department of Transportation dated the 23rd day of April , 1993 , it is contemplated that COUNTY personnel will perform a substantial portion of each task necessary to carry out the Transportation Planning and Programming Process mandated by Federal Regulations as a condition precedent to the receipt of Federal Funds for the planning , construction or operation of Transportation Programs and Projects ; and WHEREAS , it is deemed by the parties to be appropriate and necessary that the duties and obligations of the COUNTY in providing Staff Services to the MPO be defined and fixed by formal agreement : NOW , THEREFORE IN CONSIDERATION of the mutual covenants , promises and representations herein , the parties agree as follows : Page 1 F 1 . 00 PURPOSE The above recitals are true and incorporated herein . The purpose of this Interlocal Agreement is to provide for professional services to carry out the terms of the Interlocal Agreement establishing the MPO and the Urban Transportation Planning Agreement between the MPO and Florida Department of Transportation and to provide personnel for the administration of the MPO . 2 . 00 DEFINITIONS . 01 " COUNTY " : shall mean Indian River County , Florida . . 02 " COUNTY ADMINISTRATOR " : shall mean the Indian River County Administrator . 03 " FDOT " : shall mean the Florida Department of Transportation . . 04 " FHWA " : shall mean the Untied States Federal Highway Administration . . 05 " FTA " : shall mean the United States Federal Transit Administration . . 06 " MPO " : shall mean the Indian River County Metropolitan Planning Organization designated by the Governor . 07 " UPWP " : shall mean the biennial Unified Planning Work Program required by Federal Regulations . ( Subpart A 450 . 324 ) . 08 " TIP " : shall mean the annual Transportation Improvement Program required by Federal Regulations . ( Subpart 450 . 324 ) 09 " PROJECT " : shall mean an approved project of the MPO , in accordance with UPWP and TIP procedures . 10 " EQUIPMENT " : shall mean tangible , nonexpendable , personal property having a useful life of more than one year and an acquisition cost of $ 5 , 000 or more per unit ( 49 CFR 18 . 3 ) 3 . 00 SCOPE OF SERVICES : It is agreed by the COUNTY that it shall furnish the MPO with the professional , technical , administrative and clerical Page 2 services , the supplies , the equipment , the office and other space , and such other incidental items as may be required and necessary to manage the business and affairs of the MPO and to carry on the Transportation Planning and Programming Process specified by the Urbanized Area Transportation Planning Agreement between the MPO and FDOT dated the 23rd day of April , 1993 ; provided , it is understood and agreed that , unless otherwise provided for , the performance of such service and functions shall be limited to those specified in the UPWP budget and all approved budgets under Federal or state grant contracts with the MPO . It is further agreed : . 01 COUNTY ADMINISTRATOR The COUNTY Administrator shall be responsible to the MPO for the conduct of the Transportation Planning Process as well as the appointment , assignment , direction and control of all personnel necessary thereto , the development of an appropriate organizational structure to carry out the responsibilities set forth in this Agreement , and development of procedures to monitor and coordinate the Planning Process . . 02 TECHNICAL ADVISORS The head of each COUNTY department or agency participating in the Transportation Planning Process shall be deemed a Technical Advisor in the field of his competency and shall be expected to provide the MPO with expert advice or perform such duties incident thereto as the COUNTY administrator shall assign . . 03 GENERAL COUNSEL The COUNTY attorney shall be the legal advisor to the MPO and shall represent the MPO in all legal matters , provided that the MPO may employ special counsel for specific needs . . 04 MPO STAFF DIRECTOR An MPO Staff Director , to be designated by the County Administrator and serving at his / her pleasure , shall be considered a county employee with all associated rights and obligations , shall report directly to the MPO Policy Board for all matters regarding the administration and operation of the MPO , and shall have the following duties and functions with relation to the MPO : coordinating the activities established by Page 3 the Interlocal Agreement heretofore mentioned ; preparing the agendas of the MPO and MPO Advisory Committees ; preparing Resolutions and other appropriate documents ; scheduling meetings , giving notice of meetings and public hearings ; keeping minutes , preparing an annual and / or interim reports as may be required , supervising MPO staff ; developing and implementing procedures ; and employing staff as necessary to carry out the functions and duties of the MPO as may be assigned by the MPO Board or required by governing local , state or federal regulations or laws . . 05b ANNUAL BUDGET The UPWP shall serve as the annual budget for the MPO . The UPWP shall identify funding sources , participating agencies and the level of participation by those agencies . . 06 FINANCIAL ADMINISTRATION . 06 . 1 The Records and accounts of the MPO shall be administered by the COUNTY in accordance with applicable federal regulations identified in the MPO ' s Interlocal Agreement establishing the Indian River County MPO and the Federal Highway Planning Fund ( PL ) Joint Participation Agreement . 06 . 2 Contracts and bids for the purchase of materials and services ; purchasing of materials , supplies , equipment , and services , and expenditures of money shall be in accordance with COUNTY procedures for the same purposes . . 06 . 3 The COUNTY shall include the MPO in the annual audit performed by its Auditor . The MPO and COUNTY shall provide to each other and any other third party all information necessary to complete each audit . . 07 OTHER SUPPORT SERVICES The COUNTY shall provide support services to the MPO as provided to other COUNTY departments and as adapted to the MPO as necessary for the MPO to perform adequately its functions as specified in the UPWP and as specified in federal and state Page 4 i requirements . These support services shall include but not be limited to legal services , use of County vehicles , human resources , education and training , communications , information technology , central stores / services , and office cleaning and maintenance . 4 . 00 REIMBURSEMENT OF COUNTY The MPO hereby agrees that it shall reimburse the COUNTY for all services rendered under this Agreement as specified in the UPWP budget and all approved budgets under Federal or state grant contracts with the MPO and in accordance with the procedures established pursuant to 3 . 06 of this Agreement . 5 . 00 CONSULTANTS It is agreed by the parties that nothing in this Agreement shall limit or preclude the prerogative of the MPO to enter into contracts for other professional consultant services to perform such tasks as the MPO may deem appropriate provided the control and direction of such consultants and the administration of such contracts shall be under the COUNTY Administrator . 6 . 00 FEDERAL ASSURANCES . 01 SUPPLEMENTAL AGREEMENTS It is understood and agreed that , in order to permit federal participation , no agreement of any nature may be entered into by the parties hereto with regard to the work to be performed hereunder without the prior written approval of the U . S . Department of Transportation and FDOT , anything to the contrary in the Agreement notwithstanding . . 02 THIRD PARTY CONTRACTS Except as otherwise authorized in writing by the Florida Department of Transportation and FHWA , the COUNTY shall not execute any contract or obligate itself in any other manner with any third party with respect to a Project without the prior written concurrence of the Florida Department of Transportation and FHWA . Subletting of Page 5 consultant contracts and contracts with other public agencies shall be in accordance with the requirements of . 03 TERMINATION OR SUSPENSION . 03 . 1 Termination or Suspension Generally . If the COUNTY abandons or , before completion , finally discontinues the Project , or if for any other reason , the commencement , prosecution , or timely completion of the Project by the COUNTY is rendered improbable , infeasible , impossible or illegal , the MPO may , by written notice to the COUNTY , suspend any or all of its obligations under this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected , or the MPO may terminate any or all of its obligations under this Agreement . Such Termination is effective 180 days after the COUNTY ' s receipt of notice of termination . . 03 . 2 Action Subsequent to Notice of Termination or Suspension . Upon receipt of any final termination notice under this Section , the COUNTY shall proceed promptly to carry out the actions required therein which may include the following : ( 1 ) necessary action to terminate or suspend , as the case may be , Project activities and contracts and such other actions as may be required or desirable to keep to the minimum the costs upon the basis of which the financing is to be computed , ( 2 ) furnish a statement of the status of the Project activities and of the Project Account as well as a proposed schedule , plan , and budget for terminating or suspending and closing out Project Activities and contracts , and other undertakings the costs of which are otherwise includable as Project costs ; and ( 3 ) remit to the MPO such portion of the financing and any advance payment previously received as is determined by the MPO to be due under the provisions of the Agreement . The closing out shall be carried out in conformity with the latest schedule , plan , and budget as approved by the MPO or upon the basis of terms Page 6 and conditions imposed by the MPO upon the failure of the COUNTY to furnish the schedule , plan , and budget within a reasonable time . The acceptance of a remittance by the COUNTY or the closing out of FEDERAL financial participation in the Project shall not constitute a waiver of any claim which the MPO may otherwise have arising out of this agreement . . 04 AUDIT AND INSPECTION The COUNTY shall permit , and shall require its contractors to permit , FHWA and the Florida Department of Transportation authorized representatives to inspect all work , materials , payrolls , records of personnel , invoices of materials , and other relevant data and records , and to audit the books , records , and accounts of the COUNTY , pertaining to the development of the Project . Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the Florida Department of Transportation or FHWA at all times during the period of a specific Unified Work Program and for three years after the final payment is made on a specific Unified Work Program . Copies of these documents and records shall be furnished to Florida Department of Transportation or FHWA upon request . . 05 EQUIPMENT Where Federal funds are to be used to provide part or all of the cost of equipment , such expenditures must have the prior written approval of the Florida Department of Transportation and the FHWA , and must be in accordance with the requirements of 49 CFR Part 18 , Subpart C , the MPO Program Management Handbook , Section 3 . 7 . 8 , and in accordance with the requirements of any executed agreements between the MPO , FDOT , and FHWA . . 06 RENTAL OF SPACE OR EQUIPMENT , SUPPLEMENTAL AND THIRD PARTY AGREEMENTS , AND INDIRECT COSTS This agreement is subject to all applicable requirements of OMB Circular 87 - A and 49 CFR - PART 18 ( " Uniform Administrative Requirements For Grants And Cooperative Page 7 Agreements to State and Local Governments " ) , relative to approval of travel , rental of space or equipment , entering I nto supplemental and third - party agreements , and indirect costs . 07 NONDISCRIMINATION . 07 . 1 Compliance with Regulations . The COUNTY shall comply with the regulations of the USDOT relative to non - discrimination in federally - assisted programs of the USDOT ( Title 49 , Code of Federal Regulations , Part 21 , hereinafter referred to as the Regulations ) , which are herein incorporated by reference and made a part of the contract . . 07 . 2 Nondiscrimination . The COUNTY , with regard to the work performed by it after award and prior to completion of the contract work , will not discriminate on the grounds of race , color , religion , sex or national origin in the selection and retention of subcontractors , including procurements of material and leases of equipment . The COUNTY will not participate either directly or indirectly in the discrimination prohibited by Title VI , USC , and will abide by the MPO ' s Approved Title VI program , including all provisions and sanctions for non - compliance contained therein . . 07 . 3 Solicitations for Subcontracts , Including Procurements of Materials and Equipment . In all solicitations made by the COUNTY for work to be performed under a subcontract , including procurements of materials and leases of equipment , each potential subcontractor , supplier or lessor shall be notified by the COUNTY of obligations under this contract and the regulations relative to nondiscrimination on the grounds of race , color , religion , sex or national origin . The COUNTY shall actively seek the participation of Disadvantaged Business Enterprises ( DBE ) in accordance with the MPO ' s approved DBE program as required by USDOT Title 49 , Code of Federal Regulations , Part 26 . Page 8 07 * 4 Information and Reports . The COUNTY will provide all information and reports required by the Regulations , or orders and instructions issued pursuant thereto , and will permit access to its books , records , accounts , other sources of information , and its facilities as may be determined by the Florida Department of Transportation or FHWA to be pertinent to ascertain compliance with such Regulations , orders , and instructions . Where any information required of the COUNTY is in the exclusive possession of another who fails or refuses to furnish this information , the COUNTY shall certify to the Florida Department of Transportation or FHWA , as appropriate , and shall set forth what efforts it has made to obtain the information . . 07 . 5 Sanctions for Noncompliance . In the event of the COUNTY ' s noncompliance with the non - discrimination provisions of this contract , the Florida Department of Transportation shall impose such contract sanctions as it or FHWA may determine to be appropriate , including , but not limited to , withholding of payments to the COUNTY under the contract until the COUNTY complies , and / or cancellation , termination , or suspension of the contract , in whole or in part . . 07 . 6 Incorporation of Provisions . The COUNTY will include the provisions of Sections 6 . 07 . 1 - 6 . 07 . 5 of this agreement in every - subcontract , including procurement of materials and leases pursuant thereto . The COUNTY will take such action with respect to any subcontract or procurement as the Florida Department of Transportation or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance , provided , however , or is threatened with , litigation with a subcontractor or supplier as a result of such direction , the COUNTY may request the State to enter into such litigation to protect the interests of the State , and , in addition , may request the United States to enter into such litigation to protect the interests of the United States , Page 9 i . 08 TRAINING The use of Federal Highway Planning ( PL ) funds for training of employees of the COUNTY shall be in accordance with the requirements of 23 CFR 420 ; the MPO Program Management Handbook ; and in accordance with the requirements of any executed agreements between the MPO , FDOT , and FHWA . . 09 PROHIBITED INTERESTS The COUNTY shall insert in all contracts entered into in connection with a Project or any property included or planning to be included in any Project , and shall require its contractors to insert in each of their subcontracts , the following provisions : " No member , officer , or employee of the COUNTY or of the locality during his tenure or for one year thereafter shall have any interest , direct or indirect , in this contract or the proceeds thereof " . This provision shall not be applicable to any agreement between the COUNTY and its fiscal depositories , or to any agreement for utility services the rates for which are fixed or controlled by a government agency . . 10 RESTRICTIONS ON LOBBYING The MPO and COUNTY agree that no Federal Funds in connection with this agreement have been paid or will be paid , by or on behalf of the undersigned , to any person for influencing or attempting to influence an officer or employee of any Federal agency , a Member of Congress , an officer or employee of Congress , or an employee of a Member of Congress in connection with the awarding or extension of any contract , grant , loan , or cooperative agreement . 8 . 00 MISCELLANEOUS PROVISIONS . 01 HOW CONTRACT AFFECTED BY PROVISIONS BEING HELD INVALID Page 10 If any provision of this Agreement is held invalid , the remainder of this Agreement shall not be affected thereby is such remainder would then continue to conform to the terms and requirements of applicable tax law . . 02 EXECUTION OF AGREEMENT This Agreement may be simultaneously executed in several counterparts , each of which so executed shall be deemed to be an original , and such counterparts together shall constitute one and the same instrument . A copy of this agreement and subsequent amendments shall be provided to FDOT . . 03 DURATION OF AGREEMENT AND WITHDRAWAL This Agreement shall remain in effect until terminated by the parties to the Agreement . Any party may withdraw from said Agreement after presenting , in written form , a notice of intent to withdraw , to the other parties , at least one hundred eighty ( 180 ) days prior to the intended date of withdrawal , provided financial commitments made prior to withdrawal are effective and binding for their terms and amount regardless of withdrawal . . 04 AMENDMENT OF AGREEMENT The COUNTY and the MPO may upon initiation of either party amend this agreement to cure any ambiguity , defect , omission or to grant any additional powers , or to confer additional duties which are consistent with the intent and purpose of this agreement . . 05 CONFIRMATION OF AGREEMENT The Agreement may be reviewed annually by the MPO to confirm the validity of the contents and to recommend the type of amendments , if any , that are required . . 06 AGREEMENT FORMAT 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 I n any gender shall extend to and include all genders . Page 11 IN WITNESS WHEREOF , the undersigned parties have caused this Agreement to be duly executed in their behalf on the respective dates indicated . MPO ATTEST . B Y , Bob McPartlan , Chairman Phillip J . Matson , MPO Staff Director Dated this day of �eOferYlber 4201 L wAli dMRMR INDIAN RIVER COUNTY MI4 ��yG F9p. J , �; • � a* *; INDIAN RIVER COUNTY through its ` * a � � OARD OF COUNTY COMMISSIONERS at 4 .. By * 4L igy1. .• Chaian a6000°RSR COQ ,.••°. buff am" O ATTEST C erk of Court J.R. 8Mkh Dated this 9th day of October 2012 Page 12 - J