Okaloosa County BOCC — June 16, 2015 — Okaloosa TMC JPA 05222015-FINAL DRAFT — reading text

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 the DEPARTMENT will take whatever action is deemed appropriate by the DEPARTMENT. B. The DEPARTMENT may cancel this AGREEMENT in whole or in part at any time the interest of the DEPARTMENT requires such termination. The DEPARTMENT also reserves the right to terminate or cancel this AGREEMENT in the event the COUNTY shall be placed in either voluntary or involuntary bankruptcy. The DEPARTMENT further reserves the right to terminate or cancel this AGREEMENT in the event of an assignment being made for the benefit of creditors. This AGREEMENT may be canceled by the COUNTY upon (60) sixty days written notice to 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 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. 10 - MISCELLANEOUS A. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this AGREEMENT that are not 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 and conditions Page 9 of 14  herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. B. This 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. 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 shall exist in no way impair or prejudice any right or remedy available to the DEPARTMENT with respect to such breach or default. D. Unless otherwise provided herein or by Amendment, the provisions of this AGREEMENT will remain in full force and effect until the PROJECT is completed and appropriate reimbursements are made, or for a ten (10) year term from the date of execution of this AGREEMENT, whichever occurs first. E. The effective date of this AGREEMENT shall be the latest date on which a party executes this AGREEMENT. The remainder of this page intentionally left blank Page 10 of 14  IN WITNESS WHEREOF, the parties have executed this AGREEMENT on the dates set forth below. OKALOOSA COUNTY STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION By: __________________________ By: _____________________________ Nathan D. Boyles James T. Barfield, P.E. Chairman District Secretary Board of County Commissioners Date: _________________________ Date: ____________________________ ATTEST: ATTEST: By: ___________________________ By: _____________________________ Name: ________________________ Krissy Cook Title: _________________________ (Seal) Executive Secretary (Seal) LEGAL REVIEW: (optional) LEGAL REVIEW: By: __________________________ By: _______________________________ County Attorney Office of the General Counsel Page 11 of 14  ATTACHMENT A Scope of Work: The Okaloosa-Walton Transportation Planning Organization (TPO) has identified a candidate Traffic Operations Center Upgrade Project in its Project Priorities document. The latest revision of the document, entitled, “FY 2016–FY 2020 Okaloosa-Walton Transportation TPO Project Priorities,” which was adopted by the TPO on September 18, 2014, promoted the value of such a project at $1,000,000. The DEPARTMENT has allocated funding in its Five Year Work Program toward the Traffic Operation Center Project in the amounts of $300,000 recurring in each of its fiscal years designated as FY 2015, FY 2016, and FY 2017 for a total of $900,000. Any accrued funding allocated by the DEPARTMENT in any previous fiscal year toward the PROJECT shall be permitted to “roll over” to be available for expenditure by the COUNTY in subsequent fiscal years. The $900,000 in total funding allocated by the DEPARTMENT through FY 2017 is to be utilized by the COUNTY toward to the cost of the Traffic Operations Center Upgrade Project. Due to the fact that the COUNTY is still in the planning stages of the project, the funding is anticipated to be utilized toward costs associated with the renovation, construction, or lease of a new or upgraded facility, whether standalone or to be collocated with another COUNTY office. Whether a newly constructed or renovated facility, portions of the funding may be utilized for design, permitting, site preparation, demolition, construction, inspection, technology fit-out, or other activities or services associated with a defined goal of establishing a new or upgraded Traffic Operations Center facility. Page 12 of 14  ATTACHMENT B Measurement and Payment: The COUNTY shall expend funds allocated under this AGREEMENT to the direct costs associated with the renovation, construction, or lease of a new or upgraded Traffic Operations Center facility as detailed in Attachment A – Scope of Work. Invoices and other backup documentation for design, permitting, site preparation, demolition, construction, inspection, technology fit-out, or other activities or services shall be clearly associated with the associated goal of establishing a new or upgraded Traffic Operations Center facility. Utilization of funding for the intended purpose under the terms of this AGREEMENT shall be plainly evident, otherwise the COUNTY should seek advance approval from the DEPARTMENT prior to expenditure of the funds. The DEPARTMENT in some cases may require a memorandum of justification or clarification from the COUNTY as backup for certain expenditures reimbursable under the terms of this AGREEMENT. The COUNTY may receive progress payments for deliverables based on documented expenses incurred in support of the PROJECT, and where applicable the vendor’s Schedule of Values and on a percentage of services that have been completed, approved and accepted to the satisfaction of the DEPARTMENT when properly supported by detailed invoices and acceptable evidence of payment. The final balance due under this AGREEMENT will be reimbursed upon the completion of all PROJECT services, receipt of final cost documentation and proper submission of a detailed invoice and when the PROJECT has been inspected, approved and accepted to the satisfaction of the DEPARTMENT in writing. Page 13 of 14  ATTACHMENT C BOARD OF COUNTY COMMISSION RESOLUTION OR MEETING MINUTES FOR FPID: 220239-4-88-01 Page 14 of 14