Okaloosa County BOCC — October 7, 2014 — C03-0927-GM inc amend 1

EXHIBIT B CONTRACT, LEASE, AGREEMENT CONTROL FORM Date: 9/13/10 Contract/Lease Control #: C03-0927-GM Bid #: NIA Contract/Lease Type: AGREEMENT Award TO/Lessee: OKALOOSA COORDINATED TRANSPORTATION Lessor/Owner: OKALOOSA COUNlY Effective Date: 10/01/2010 Expiration Date: 09/30/2015 Description of Contract/Lease: PROVIDE COUNlY TRANSIT SYSTEM Department Manager: =G.:......:.M_ Department Monitor: E. KAMPERT Monitor's Telephone #: 651-7180 Monitor's FAX # OR E-Mail: EKAMPERT@CO.OKALOOSA.FL.US Date Closed: CONTRACT # C03-0927-GM OKALOOSA COORDINATED TRANSPORTATION OPERATE COUNTI' TRANSIT SYSTEM EXPIRES: 09/30/2015 Cc: Finance Dept Contracts & Grants Division  CONTRACT #C03-0927 -GM OKALOOSA COUNTY TRANSIT OPERATION OF PUBLIC TRANSIT EXPIRES: 09/30/2015 ~MENDMENT NO.1 AGREEMENT between THE OKALOOSA COUNTY BOARD OF COUNTY COMMISSIONERS and OKALOOSA COUNTY COORDINATED TRANSPORTATION This Amendment made and entered into this 5th day of November 2013 by and between OKALOOSA COUNTY, a political subdivision of the State of Florida having its principal office at 1804 Lewis Turner Blvd, Suite 206, Fort Walton Beach, FL 32547 (hereinafter referred to as "County") and OKALOOSA COUNTY COORDINATED TRANSPORTATION a non-for profit corporation having its principal office at 207 Hospital Drive, Fort Walton Beach, FL 32548 (hereinafter referred to as "OCT"). NOW, THEREFORE, in consideration of the mutual benefits contained herein, the County and OCT agree as follows: ATTACHMENT 1- Agency/Operator Contract Service Description Section I Part A and B - Deleted in its entirety and amended to read as follows; A. Demand Response Period covering July 1, 2013 - June 30, 2014 per rates established by the Commission for the Transportation Contract AR203 Ambulatory $1.40/ passenger mile Wheelchair $1.68/ passenger mile + $5.00 Load fee Stretcher $4.50/passenger mile + $25.00 Load fee AHCA $1.40/ passenger mile + $5.00 Load fee B. Special Multi-loading/same origination or same destination: $1.40/ passenger mile + Applicable Load fees All provisions not in conflict with this Amendment remain in full force and effect, and are to be performed at the level specified in the agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officials/ representatives on the day and date indicated below: Page 1 of 2  For Okaloosa County: For Okaloosa Coordinated Transportation Don R. Amunds, Chairman Ruth Lovejoy, CCTM, Executive Director Okaloosa County Board of County Commissioners Okaloosa County Transit Date Date . tDon Howard, Clerk of Circuit Court Page 2 of 2  BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST DATE: November 5, 2013 TO: Honorable Chairman and Members of the Board FROM: Elliot Kampert SUBJECT: OCT Contract Amendment 1 DEPARTMENT: Growth Management BCC DISTRICT: ALL STATEMENT OF ISSUE: The Growth Management Department requests that the Board approve the attached Amendment 1 to Okaloosa County Transit's contract; C03-0927-GM. Amendment 1 updates Section 1 part A and B of Attachment 1 with the new rates that were established by the Commission for the Transportation Contract AR203. BACKGROUND: Okaloosa County Transit's contract number C03-0927-GM was executed by Okaloosa County Board of County Commissioners on August 2, 2005 . On September 7, 2010 the Okaloosa BCe extended the contract to September 30, 2015. RECOMMENDATION: The Growth Management Department requests that the Board approve Amendment 1 to Okaloosa County Transit's contract e03-0927-GM. 10129/2013 RECOMMENDED BY: APPROVED BY: Ernie Padgett, County Administrator Packet Pg. 217 .  Minutes Okaloosa County Board of Commissioners Tuesday, November 5, 2013- 6:00 PM Crestview Courthouse I. Public Information Update 1. Public Information Officer PowerPoint II. County Administrator's Update III. Commissioner's Minute 1. Initiate partnership between county parks and National Seashore Park, Okaloosa Island to support boat ramp clean up for local use. ~;~;:,: ~~~~e~~:~:?o~:! Distnct 5 -----l SECONDER: Nathan Boyles, Commissioner, District 3 I ~~~~_~_~~!le:_~ar~~~~~~~_~~~_in~~_~ ____________________ I AYES: ______ IV. Public Comments Related to Current Agenda V. Public Hearing 1. Request public comment and consideration concerning Chapter 2 Zoning Regulations, Section 2.20.00 "Special Uses", creating new subsection 2.20.09 entitled "Aircraft Restricted Zone." District: 5. First of two public hearings on this issue. 2. Request public comment and consideration concerning approval of a Resolution allowing the issuance of Series 2013 Airport Revenue Refunding Bonds. District: All. RESULT: ADOPTED [4 TO 1] MOVER: Kelly Windes, Commissioner District 5 SECONDER: Wayne Harris, Commissioner District 1 AYES: Don Amunds, Nathan Boyles, Wayne Harris, Kelly Windes NAYS: Dave Parisot VI. Consent Agenda Revised: 11/6/2013 3:24 PM Page 1 of 8 Regular Meeting (North) Minutes November 5, 2013 RESULT: ADOPTED [UNANIMOUS] MOVER: Wayne Harris, Commissioner District 1 SECONDER: Nathan Boyles, Commissioner, District 3 A YES: Amunds, Boyles, Harris, Parisot, Windes Motion 2-34 #1 Separate Vote: Dave Parisot motion, second Kelly Windes; approved 5/0 1. Request approval of hangar lease renewal for Block 6, Lot 4 at the Destin/Fort Walton Beach Airport. 2. Request approval of and authorize the Chairman to execute Task Order No. 15 with LPA Group Inc for design and construction management services for passenger loading bridges at Northwest Florida Regional Airport - Gates A-I and A-2 3. Approve Task Order No 54 and 55 with Okaloosa County Transit for Reimbursement of Operating Costs for Fixed and Paratransit Service for FY14 General Revenue Budgeted Line Items 4. Request approval of staff recommendation to appoint Michael Banks to the Code Enforcement Board. 5. Request approval of the firm recommended by the selection committee for Coastal and Environmental services for the Tourist Development Department 6. Request approval of Request For Qualifications (RFQ) #IS 02-14 for Information Technology Services for Okaloosa County Information Systems, and approval of a proposed review & selection committee. 7. Request approval of the official minutes for September 3, 2013 Regular Meeting, September 5, 2013 Tentative Budget Hearing, September 16,2013 Final Budget Hearing and September 17, 2013 Regular Meeting. 8. Request approval of Budget Resolutions & Budget Transfer for 2013 and 2014. 9. Request approval of and authorize the Chairman to execute Local Government Certification for Okaloosa Community Development Corporation application to Florida Department of Children and Families for Emergency Solutions grant for provision of homeless prevention activities. 10. Request approval of and authorize the Chairman to execute Local Government Certification for Opportunity Inc application to Florida Department of Children and Families for Emergency Solutions grant for provision of homeless shelter activities. 11. Request approval of and authorize the Chairman to execute a Proclamation declaring November 2013, "Drug Court Month" in Okaloosa County. 12. Request authorization for the Chairman to execute Engineering Task Order 04 for the Water and Sewer System Fiscal Year 2014 Subsurface Utility Engineering (SUE) Services Project Okaloosa County Board o/Commissioners Page 2 Primed 11/6/2013 Regular Meeting (North) Minutes November 5, 2013 13. Request approval of and authorize the Chairman to execute Amendment # 6 to the Okaloosa Community Development Corporation contract pertaining to the Neighborhood Stabilization Program. 14. Request approval of & authorize the Chairman to execute Amendment 1 to the contract with Okaloosa County Transit concerning an update to rates 15. Request approval of a request submitted by the Public Defender's Office for a transfer from reserves in the amount of $773.13 to cover the cost of support for the wireless network at the Courthouse Annex 16. Request approval to award stand-by contracts for Emergency Debris Removal for use in the event of natural disasters 17. Request approval of and authorize the Chairman to execute Amendment 1 to the SHIP Program Administrative Services Agreement. 18. Request authorization to proceed with sale of surplus vehicles and equipment at auction . 19. Request approval of and authorize the Chairman to execute an Addendum to Landrum Staffing Contract for inclusion of a Workers' Compensation code. 20. Request approval of and authorize the Chairman to execute a Resolution waiving the requirement of an annual application or statement for an annual homestead exemption after initial application is made and exemption granted. 21. Request approval of and authorize the Chairman to execute an Assignment of Lease from Regency Acquisition 1, LLC to Hanger 6, LLC for Block 8, Lot 6 at the Destin/Fort Walton Airport. 22. Request approval to renew/purchase Flood Insurance for County properties in flood zones and authorize the Chairman to execute the related contracts. 23 . Request approval of and authorize the Chairman to execute a new Resolution which will amend Resolution 13-146 approved at the October 15 BCC Meeting 24. Request approval of and authorize the Chairman to execute a Resolution to amend Resolution 13-147 related to vacation of right-of-way in Port Dixie, Shalimar. 25. Request approval of a request submitted by Court Administration to change the status of the Veterans' Court Coordinator Position from part-time to full-time, and authorize the Chairman to execute the related Agreement with the First Judicial Circuit. 26. Request approval of and authorize the Chairman to execute Addendum 1 to the Hazardous Waste Services contract for the addition of certain hazardous materials which have been submitted by residents for disposal 27. Request approval of final payment in the amount of $7,290.98 to Gulf Coast Traffic Engineers, Inc. for the Airport Road Safety Improvements LAP Project Oka/oosa COI/Ilty Board of Commissioners Page 3 Prill ted 11 1612013 Regular Meeting (North) Minutes November 5, 2013 28. Request approval of a final payment in the amount of $5,460.50 on the contract ending 09/30/13 with Technology Integration Group for consulting engineering services 29. Request approval of final payment in the amount of $5,092.40 on the contract ending 9/30/2013 with CH2M HILL Engineers, Inc. for Engineering Services. 30. Request approval of final payment to C. W. Roberts Contracting, Inc for supply of asphalt products in the amount of $14,428.22 31. Request approval of final payment to Fort Walton Concrete for ready mix concrete in the amount of $440.00. 32. Request approval of final payment to Vulcan Materials for limestone base and miscellaneous road materials in the amount of $3,700.93 33. Request approval of final payment to Sandman, LLC, in the amount of $27,364.00 for beach cleaning services. 34. Request approval of and authorize the Chairman to execute an Agreement with Okaloosa Community Development Corporation for SHIP Program Administrative Services. VII. Department Business 1. Elliot Kampert/Growth Management a. Request Approval of Memorandum of Agreement with City of Crestview to Provide Funding for Transit Routes 11 and 12 for 90 days. District: All RESUi:T: ----~~O~;~-[~~~~~-M~U~]--------·--·------I I MOVER: Wayne Harris, Commissioner District 1 I SECONDER: Nathan Boyles, Commissioner, District 3 I AYES: Amunds, Boyles, Harris, Parisot, Windes i . _ _ ._..._ ...___. _ . __. ______._ _. _ _ ._._____ ._.__.....___..__ . ._ .J 2. Richard Brannon/Purchasing a. Request approval to award a contract to Sixel Consulting for Air Service Development Consulting Services for the Northwest Florida Regional Airport. District: All Okaloosa COl/lZty Board o/Commissiollers Page 4 Printed 11/6/2013  EXHIBITE CONTRACT & LEASE INTERNAL COORDINATION SHEET Contract/Lease Number: C03-0927-PI3-71 Tracking Number: #822 Contractor/Lessee Name: OKALOOSA COUNTY TRANSIT Purpose: CONTRACT RENEWAL Date/Term: 5 ADDITIONAL YEARS 1. ~ATER THAN $25,000 2. 0 $25,000 OR LESS Amount: TBD VIA ANNUAL BUDGET 3. 0 $10,000 OR LESS Department: GROWTH MANAGEMENT Dept. Monitor Name: C. JOHNSON Purchasing Review Date: Risk Management Review Date: I. -I ~ -·~.CS· County Attorney Review of:: frt( M (JJi2f 'r;e.;L ~ ~ Approved as written: rJ~t-M W(w h., lxDJj91;> hl<;'~530 County Attorney Date: &_ 1~rfJC Following Okaloosa County Board of County Commissioners approval: Contract & Grant Review Document has been received: Contracts & Grants Manager ---' *Proof of budget approval WILL BE submitted with Agreement for coordination. REVISED BY Bee 11-8-00  EXHIBIT E CONTRACT & LEASE INTERNAL COORDINATION SHEET ContractiLease Number: C()3 -f8'Z7- PJ3.- 71 Tracking Number: # 450 ContractorlLessee Name: OKALOOSA COUNTY COORDINATED TRANSPORTATION Purpose: COUNTY PUBLIC TRANSIT OPERATION Date/Term: EXPIRES 2118/2005 1. ~ATER THAN $25,000 2. 0 $25,000 OR LESS Amount: AS PER TASK ORDER SCHEDULE 3. 0 $10,000 OR LESS Department: GROWTH MANAGEMENT Dept. Monitor Name: CHRISTY GODWIN Purchasing Review /~(~. ~ r Procu ,emenr uirements are met: [tL C£1( (J23h"Jr--: ' Date: Con ac s [Lease Coordinator r ]- \.. Risk Management Review Approved as written: Date: Risk Management Director County Attorney Review Date: Following Okaloosa County Board of County Commissioners approval: Contract & Grant Review Document has been appropriately reviewed and is executable: \S rJ.-;vJ)Q.k f - (~;Jl~ Date: :-4 - 2- ~ - 03 Contracts & Grants Manager *Proof of budget approval WILL BE submitted with Agreement for coordination. REVISED BY Bee 11-8-00 01 • 'n :~ EXHIBITE CONTRACT & LEASE INTERNAL COORDINATION SHEET ContractiLease Number: Ct9;5 - f.J127 .. tlJ:3 .. 7 ( Tracking Number: # 450 ContractoriLessee Name: OKALOOSA COUNTY COORDINATED TRANSPORTATION Purpose: COUNTY PUBLIC TRANSIT OPERATION Date/Term: EXPIRES 2/18/2005 1. ~REATER THAN $25,000 2. D $25,000 OR LESS Amount: AS PER TASK ORDER SCHEDULE 3. D $10,000 OR LESS Department: GROWTH MANAGEMENT Dept. Monitor Name: CHRISTY GODWIN Purchasing Review Contr Date: _..y.(1. . : :~-Pl:,. .! :3:. . - Risk Management Director County Attorney Review Approved as written: Date: - - - - - - County Attorney Following Okaloosa County Board of County Commissioners approval: Contract & Grant Review Document has been appropriately reviewed and is executable: f1 \, .~ , . Date: "\. ,- 2. g- - C ~ ontracts & Grants Manager *Proof of budget approval WILL BE submitted with Agreement for coordination. REVISED BY Bee 11-8-00  600 Transit Way 207 Hospital Drive Phone: 850-833-9173 Ft. Walton Beach, Florida 32547 FtWalton Beach, Florida 32548 Fax: 850-833-9286 June 4,2010 Okaloosa County Board of County Commissioners Purchasing Department Attn: Jack Allen 602-C N. Pearl Street Crestview, FL 32536 7 /6- Subject: Okaloosa County Transit Extension of Contract #C03-092lpI8-7t G~ Mr. Allen, Okaloosa County Transit wishes to renew subject contract for an additional (5) years. Should the extension be granted the contract renewal period will be 10/1/2010 to 9131/2015. As directed on page 16, "XV Expiration of Agreement" please accept this letter as Okaloosa County Transit's formal request for an extension. Sincerely, ~L~~!'~ Executive Director cc. Lani Birchett, Okaloosa County Transit Coordinator and Grants Manager Ruth R. Lovejoy, CCTM Barry Peterson, CCTM Executive Director Program Manager  OKALOOSA BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST • DATE: TO: FROM: September 7, 2010 The Honorable Chairman and Members of the Board of County Commissioners Elliot L. Kampert, AICP; Growth Management Director SUBJECT: Approval of Extension of Agreement for Operation of Okaloosa County Public Transit System DEPARTMENT: Growth Management Department DISTRICT: All STATEMENT OF ISSUE: The Growth Management Department requests that the Board approve an extension to the Agreement for Operation of Okaloosa County Public Transit and authorize the Chairman to sign an extension letter to Okaloosa County Transit. BACKGROUND: Okaloosa County Transit (OCT) was selected on February 1,2000 through a competitive procurement process to coordinate transportation services for the transportation disadvantaged and to provide public transportation services in Okaloosa County. The Florida Department of Transportation and the Federal Transit Administration (FTA), as • grantors of public transit funds to the County, required in 2005 that the County enter into a formal operating contract with the selected operator. The agreement outlines the role and responsibilities of OCT, including obtaining Board approval for schedule and fare changes, development of public transit routes and submission of an annual operating budget. The agreement also states that the County will administer all applicable State and Federal grant programs. The Board will assign task orders to the agreement for transportation services. Task orders will detail the services agreed upon, funding amounts, allowable and reasonable cost reimbursement, and method of payment for services rendered. The agreement is scheduled to expire September 30, 2010 and allows for provisions to extend the agreement with written approval. It is requested that the agreement be extended for (5) years with an expiration date of September 30,2015. RECOMMENDATION: The Growth Management Department recommends that the Board authorize the Chairman to sign the extension letter to the Agreement for Operation of Okaloosa County Public Transit. RECOMMENDED BY: ~(>fJ.~ ~ Department Head APPROVED BY: _ _ _ ---::;\-~_:_-:-~-:--~-,C __-+-_ __ dministrator •  , State of Florida Board of County Commissioners • September 7, 2010 Okaloosa County Transit Attn: Ms. Ruth Lovejoy 207 N.E. Hospital Drive Fort Walton Beach, FL 32548 Subject: Agreement for Operation of Okaloosa County Public Transit System Dear Ms. Lovejoy: The Okaloosa County Board of Commissioners agrees to renew the subject contract, # C03-0927-GM for an additional (5) years. The contract renewal period is 10/112010 to 09/3112015. Option "XV. Expiration of Agreement" of the original agreement, will be exercised allowing for the extension with written approval. Sincerely, • Wayne Harris Chairman CC: Jack Allen, Purchasing Services Manager, Okaloosa County BCC Lani Birchett, Transit Coordinator & Grants Manager, Okaloosa County BCC Courthouse 101 E. James Lee Blvd .• Crestview, FL 32536 (850) 689-5030 • FAX: 689-5059 Courthouse Annex 1250 N. Eglin Pkwy.• Shalimar, FL 32579 (850) 651-7100 Fort Walton Beach, FL 32547 (850) 651-7105· FAX: 651-7142 • 1804 Lewis Turner Blvd Lewis Turner., Suite 100  EXHIBIT B CONTRACT, LEASE, AGREEMENT CONTROL FORM Date: 4/24/2003 Contract/Lease Control #: C03-0927 -PI8-71 Bid #: NIA Contract/Lease Type: AGREEMENT Award To/Lessee: OCT Lessor: Effective Date: 4115/2003 Term: EXPIRES 9/30/2010 Description of Contract/Lease: OPERATE THE OKALOOSA COUNTY PUBLIC TRANSPORATION SYSTEM Department Manager: GROWTH MANAGEMENT Department Monitor: CHRISTY GODWIN Monitor's Telephone #: 651-7180 Monitor's FAX #: 651-7706 Date Closed:  AGREEMENT FOR OPERATION OF OKALOOSA COUNTY PUBLIC TRANSIT This Agreement is made and entered into this...2ndday of Aug!lst 2005 by and between Okaloosa County, a political subdivision of the State of Florida, the Community Transportation Coordinator and Public Transit Authority, hereinafter referred to as the "County" and Okaloosa County Coordinated Transportation, Inc., a non-profit agency, hereinafter referred to as "OCT" and WHEREAS, this agreement supercedes all others for operation of Okaloosa County Transit; WHEREAS, transportation disadvantaged funds includes any local government, state or federal funds that are for the transportation of transportation disadvantaged; and WHEREAS, public transportation funds includes any local government, state or federal funds that are for the transportation of all persons; and WHEREAS, the County is the designated recipient of all federal and state transportation funds; and WHEREAS, the County is designated as the Coordinated Community Transportation Provider in accordance with Chapter 427, Florida Statutes, which requires one provider to coordinate all transportation services to the transportation disadvantaged in each county; and WHEREAS, the County, as Coordinator, is required, under Rule 41-2.011, EA.C, when cost effective and efficient, to enter into contract with a transportation Agency/Operator to provide transportation services; and WHEREAS, the County, as Coordinator, desires to contract with the Agency/Operator for the provision of transportation services for Okaloosa County, including the transportation disadvantaged; and WHEREAS, the County, as Coordinator, believes it to be in the public interest to provide such transportation services through the Agency/Operator for the residents of the service area who are clients of the Agency/Operator; and WHEREAS, the Agency/Operator will provide the County, as Coordinator, the opportunity to develop a proposal for any new transportation services needed; and WHEREAS, the Agency/Operator, in an effort to coordinate available resources, will make available transportation services to the County; and WHEREAS, this Contract allows for the provisions of transportation services be provided by the Agency/Operator, in accordance with Chapter 427, F.S., Rule 41-2, F.A.C., and the most current Community Transportation Coordinator policies; and WHEREAS, the County has acquired vehicles and equipment for the operation of a public transportation system in and around the urbanized areas of Okaloosa County, Florida, hereinafter referred to as the "System"; and CONTRACT: COUNTY PUBLIC TRANSPORT A nON OPERA nONS CONTRACT NO.: C03-0927-PI8-71 - 1 - OCT EXPIRES: 9/30/2010 WHEREAS, the County has previously designated the Growth Management Department as the transportation program administrator, including official authorization to represent the County in such matters and to make presentations to the County regarding funding requests and dispersion of those funds; and WHEREAS, the County has publicly advertised for qualified operators to provide transportation services; and WHEREAS, the County wishes to contract with OCT as a qualified management team with supporting assets and knowledge appropriate to the conduct and operation of such a system; and WHEREAS, OCT is capable of providing public transportation management services and supporting assets; and NOW THEREFORE, in consideration of the foregoing mutual recitals, covenants, promises, representations and agreements herein, the parties hereto do agree that the County hereby contracts with OCT, and OCT hereby agrees, to manage and operate the System upon the tenns and conditions hereinafter set forth: I. DUTIES OF THE COUNTY: A. Assign task orders to this agreement for local government, state and federally funded transportation services. Task orders shall detail the services agreed upon, funding amount, allowable and reasonable cost reimbursement, and method of payment for services rendered. Reimbursement rates shall not increase in excess of 25.5% annually (CPI) without written consent of the County. B. Provide certain funding of the transit system, as hereinafter set forth. C. Recognize OCT as described in Chapter 427, FS., and Rule 41-2, FA.C. D. Insure that entities with transportation disadvantaged funds will purchase transportation- disadvantaged services through the coordinated system. F. At a minimum, annually monitor OCT for insurance, safety and reporting requirements, pursuant to Chapter 427, FS., and Rule 41-2, FA.C. G. Annually review all contracts, subcontracts and coordination contracts for confonnance with the requirements of this Agreement. H. Hold public hearings and grant final approval of public transit routes, marketing, fare, rate and schedule changes. I. Lease vehicles and office facilities and provide equipment, purchased with Florida Department of Transportation (FDOT) and Federal Transit Administration (FTA) grant funds, to OCT for the operation of the System; - 2 -  J. Administer all public transportation grant programs, including, but not limited to: 1. Development of Project Lists 2. Development and Submission of Funding Proposals and Applications 3. Submission of Purchase Requests 4. Preparation of Financial and Program Reports 5. Update of the Transit Development Plan and Transportation Development Service Plan 6. Submission of the Annual Operating Report, National Transit Database, Drug and Alcohol and TEAM Reports in cooperation with OCT 7. Submission of quarterly Safety and Security Reports in cooperation with OCT. II. DUTIES OF OCT: A. Coordinate available resources and make available transportation services to the County. Such services shall be provided in accordance with Attachment I. B. Contract with service agencies, as authorized by the County, as coordinator, to provide transportation services on behalf of the County. C. Maintain a Medicaid provider number and submit and receive requests for payments. D. Provide executive and administrative management of the system; including hiring, paying, supervising, assigning, and discharging all personnel necessary to the proper functioning of the System, including but not limited to drivers, mechanics, clerical, and maintenance personnel. E. Analyze and manage financial and administrative matters pertaining to the operation of the System; and to provide clerical, statistical and bookkeeping support. F. Receive and pay reasonable invoices on behalf of the County for all contract operators. G. Operate the System to provide public transportation services; including but not limited to the conduct of driver training and testing; provision of recommendations for route modifications; building and vehicle maintenance; and all other duties designated from time to time by the County and constituting a function of public transportation service. H. Work cooperatively with the Growth Management Department and forward all requested reports, financial and operating data, updates and corrections, including but not limited to: 1. Submission to the County an annual audit prepared by a certified public accountant. (The County may require OCT to file annually a financial statement prepared by a certified public accountant, showing in detail the gross annual receipts and expenditures covering OCT's operations during the preceding fiscal year. Necessary costs incurred for preparation of such statements shall be deemed to be operating expenses, as defined herein.). 2. Submission of monthly expenditure and revenue reports to the Growth - 3 -  Management Department. 3. Annual submission to the Growth Management Department, internal measures detailing operational data in the service area. I. Comply with all applicable Federal Certifications and Assurances, 49 U.S.c. 5323, contained herein and attached at Exhibit E. J. By October 1 of each year, submit an itemized budget to the Department of Growth Management. K. Retain all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for a period of five (5) years after termination of this Agreement. If an audit has been initiated and audit findings have not been resolved at the end of the five (5) years, the records shall be retained until resolution of the audit findings. OCT shall assure that these records shall be subject to inspection, review, or audit at all reasonable times by persons duly authorized by the County or Commission or this Agreement. The Commission and the County shall have full access to and the right to examine any of the records and documents during the retention period. L. Comply with audit and record keeping requirements by: 1. Utilizing the Commission recognized Chart of Accounts defined in the Transportation Accounting Consortium Model Uniform Accounting System for Rural and Specialized Transportation Providers (uniform accounting system) for all transportation- disadvantaged accounting and reporting purposes. Agencies/Operators with existing and equivalent accounting systems are not required to adopt the Chart of Accounts in lieu of their existing Chart of Accounts but shall prepare all reports, invoices, and fiscal documents relating to the transportation disadvantaged functions and activities using the chart of accounts and accounting definitions as outlined in the above referenced manual. 2. By reserving to the County, the right to conduct finance and compliance audits at any time. Such audits conducted by the County will be at the expense of the County. M. Comply with Safety Requirements by: 1. Complying with Section 341.061, F.S., and Rule 14-90, F.A.c., concerning System Safety. 2. Assuring compliance with local, state, and federal laws, and Commission policies relating to drug testing. 3. Complying with the System Safety and Security Program Plan (SSPP) for the designated service area. - 4 - N. Safeguard information by not using or disclosing any information concerning a user of services under this Agreement for any purpose not in conformity with the local, state and federal regulations, including but not limited to 45 CFR, Part 205.50, O. Except upon order of a court of competent jurisdiction, written consent of the recipient, or his/her responsible parent or guardian when authorized by law. P. Ensure compliance with applicable Civil rights requirements in management of the System, including Title VI of the Civil Rights Act of 1964, Equal Employment Opportunity (EEO), Disadvantaged Business Enterprise (DBE) Program, and the Americans with Disabilities Act (ADA) Program. Q. Protect Civil Rights by: 1. Complying with Title VI of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act of 1973, as amended. The Agency/Operator gives this assurance in consideration of and for the purpose of obtaining federal grants, loans, contracts (except contracts of insurance or guaranty), property, discounts, or other federal financial assistance to programs or activities receiving or benefiting from federal financial assistance and agreeing to complete a Civil Rights Compliance Questionnaire if so required by the Coordinator. Agency/Operator shall also assure compliance with: a. Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.c. 2000d et seq., which prohibits discrimination on the basis of race, color, or national origin in programs and activities receiving or benefiting from federal financial assistance. b. Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.c. 794, which prohibits discrimination on the basis of disability in programs and activities receiving or benefiting from federal financial assistance. c. Title IX of the Education Amendments of 1972, as amended, 20 U.S.c. 1681 et seq., which prohibits discrimination on the basis of sex in education programs and activities receiving or benefiting from federal financial assistance. d. The Age Discrimination Act of 1975, as amended, 42 U.S.c. 6101 et seq., which prohibits discrimination on the basis of age in programs or activities receiving or benefiting from federal financial assistance. e. The Omnibus Budget Reconciliation Act of 1981, P.L. 97-35, which prohibits discrimination on the basis of sex and religion in programs and activities receiving or benefiting from federal financial assistance. f. All regulations, guidelines, and standards lawfully adopted under the above statutes. - 5 -  g. The Americans with Disabilities Act of 1990, as it may be amended from time to time. 2. Agreeing that compliance with this assurance constitutes a condition of continued receipt of or benefit from federal financial assistance, and that it is binding upon OCT, its successors, subcontractors, transferees, and assignees for the period during which such assistance is provided. Assuring that operators, subcontractors, sub grantees, or others with whom the County arranges to provide services or benefits to participants or employees in connection with any of its programs and activities are not discriminating against those participants or employees in violation of the above statutes, regulations, guidelines, and standards. In the event of failure to comply, OCT agrees that the County may, at its discretion, seek a court order requiring compliance with the terms of this assurance or seek other appropriate judicial or administrative relief, to include assistance being terminated and further assistance being denied. R. Comply with all standards and performance requirements of the: 1. The Commission for the Transportation Disadvantaged (Attachment II); 2. The local Coordinating Board approved Transportation Disadvantaged Service Plan and; 3. Any entities that purchase service. S. Return to the County any overpayments due to unearned funds or funds disallowed pursuant to the terms of this Contract that were disbursed to OCT by the County. OCT shall return any overpayment within thirty (30) calendar days after either discovery by OCT, or notification of OCT by the County or entity purchasing transportation, whichever is earlier. In the event that the County first discovers an overpayment has been made, the County will notify OCT by letter of such a finding. Should repayment not be made in a timely manner, the County or purchasing entity will charge interest after thirty (30) calendar days after the date of notification or discovery, or the County will deduct said amount from future invoices. III. Employees of the System In performing this Contract, OCT shall not discriminate against any employee or applicant for employment because of race, age, disability, creed, color, sex or national origin. Such action shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. OCT shall insert the foregoing provision modified only to show the particular contractual relationship in all its contracts in connection with the development of operation of the Contract, except contracts for the standard commercial supplies or raw materials, and shall require all such contractors to insert a similar provision in subcontracts relating to the performance of this Contract, except subcontracts for standard commercial supplies or raw materials. OCT shall post, in conspicuous places available to employees and applicants for employment for Project work, notices setting - 6 -  forth the provisions of the nondiscrimination clause. IV. Vehicles and Equipment A. This agreement provides for the use of public transportation equipment that has been financed in part by FTA. The County and OCT warrant the use of these FTA-funded vehicles and equipment that will be governed by the FTA Master Agreement, by FTA Circular 4220.1B, and by the Office of Management and Budget Circular A-102, Attachment N. B. The County has absolute ownership of title to transit vehicles and equipment, such ownership and title being hereby expressly reserved to and retained by the County. It is expressly understood and agreed by the parties that the title(s) to all equipment shall remain in the ownership of the County. C. The County shall provide transit vehicles and equipment for use in the System to the extent feasible with funds available. D. The County shall lease vehicle and equipment further described in Exhibit A, attached hereto, to OCT for the term of the Agreement. The lease shall terminate after the initial term unless the agreement is either extended or is terminated sooner by mutual agreement under the terms of this Agreement. E. OCT agrees to pay the County, as rent for the vehicles and equipment herein leased, a sum of $1.00 per year per vehicle, payable annually within thirty (30) days following the execution of this agreement. Lease rate and payment schedule per vehicle is as specified in Exhibit A. F. OCT agrees not to lease or let transit vehicles or any part thereof, to pass from under its control. OCT further will not, in any manner, permit said motor vehicles or any part thereof to be pledged, seized or held for any taxes, debt, lien, or obligation. G. Be responsible for maintaining all vehicles and equipment owned by the County and used in the operation of the System, including but not limited to: 1. Providing for and paying the cost of maintenance and repair service of the leased equipment in accordance with standard preventive and corrective maintenance procedures on the basis of instructions supplied by the County and/or the manufacturer. Preventive maintenance practices consistent with proper equipment care will be exercised. OCT further agrees to maintain the equipment in presentable condition. 2. It is the primary responsibility of OCT to ensure that all required reports are properly maintained and that any and all reports required by other agencies, including but not limited to FTA and FDOT, are properly maintained and submitted. - 7 -  3. Maintenance reports must include: a. Record of inspection, corrective or preventative maintenance actions including identification and cost of parts used, labor hours and vehicle mileage will be recorded on work order forms and maintained on file, with inspection checklist, for the inspection of the County at any and all reasonable times. b. Individual vehicle maintenance record files will be kept current by OCT and shall be available for County's review during periodic compliance inspecti ons. c. Summary reports for each leased vehicle which describe inspection findings, mileage, and maintenance procedures shall be prepared monthly by the lessee, and available to the County for inspection and review as necessary. 4. OCT also agrees to permit the County's designated representative to audit all books, records and files relative to the operation and maintenance of the leased vehicle(s), equipment and parts, as applicable; to assist in providing said documents and information and to permit inspection of vehicle(s), equipment, and parts by FfA or the County's representatives. Time for conducting said audits and inspections will be during normal business hours. H. OCT shall ensure that vehicles are used in compliance with applicable federal, state, or municipal statutes, laws, ordinances, rules or regulations, and for no purpose contrary to the provisions of any applicable insurance policy. OCT shall return such equipment and replacement thereof to the County at the end of the contract term in the same condition as received, reasonable wear and tear expected. I. OCT agrees not to loan, sell, sublet, assign or mortgage said equipment, or lend or permit said equipment to be subject to any legal process without the County's prior written consent. J. In the operation of equipment leased by this agreement, OCT agrees: 1. To limit use of leased vehicle(s) and equipment to approved public transportation services that serve the best interest and welfare of the public. No changes in use of said vehicle(s) and/or equipment will be implemented by lessee, unless written authorization is received from the County. 2. To obtain written consent of the County for any alterations or modifications to the equipment. If approved, such changes shall upon the termination of this agreement, remain the property of the County. - 8 -  3. To precisely follow the County's guidelines for affixing or painting any designs, or marking signs on the leased vehicles. Political advertisements shall not appear on leased equipment. Commercial advertisements shall not appear on leased equipment without prior approval from the County. Public service posters or announcements may be placed in pre-existing advertising racks, if any. 4. Not to use the equipment in violation of federal, state, or local statute, law, regulation, ruling order or ordinance. 5. To hold the County harmless for all fines, forfeitures or penalties for traffic violations or other violations incurred in connection with the operation of this equipment. 6. To cause each vehicle to be operated only by a fully qualified, competent, licensed driver. OCT shall require each driver to have a good driving record and to operate with all due care and diligence to prevent injuries, loss and damage of any nature. K. OCT shall protect the equipment from theft and other hazards. L. OCT shall be responsible for damages and loss to equipment in the event of disaster, fire, theft, flood, riots, strikes, conversion, collision or other partial or total destruction except to the extent the County may be reimbursed by payment of insurance proceeds. M. OCT shall notify the County of any theft, fire, improper performance, damage, accidents, or collisions in which the equipment has been involved exceeding $500. OCT shall supply a copy of any report required to be filed with any administrative body or governmental unit within three (3) days. In the event of failure to so notify the County, OCT will be responsible for any loss to the County as a result of such failure. N. To aid in every reasonable way in the defense of suits or other proceedings which may be brought as a result of the operation of said equipment, and to notify the County promptly of any papers, notices or documents served upon the lessee, its agents servants, or employees, arising out of the operation of said equipment. O. OCT shall take no steps which would affect the County's claim for damages, if any, without written consent of County. P. OCT shall submit order requests and detailed specifications to the Growth Management Department for all vehicles and equipment. Q. It is the responsibility of OCT to inspect all vehicle(s), equipment and parts at the time of delivery. The County agrees to ensure all such vehicle(s) and equipment are operating properly and are in good condition at the time of delivery and to correct any deficiencies noted at that time by OCT, with the exception that the County has the right to remove any vehicle(s) or equipment - 9 -  from this agreement which, in the opinion of the County, has incurred damages or requires repairs that are too costly to warrant such repair. Once OCT has accepted delivery of the vehicle(s) and equipment, OCT assumes full responsibility for all maintenance and repairs to same for the duration of the agreement. R. In the event of expiration or cancellation of this agreement, lessee agrees to proceed as follows: 1. Provide storage space for all leased vehicle(s), equipment and parts, if applicable, until lessor is prepared to transport to the next destination. 2. To be responsible for the cost of repairing, replacing, or restoring any of said vehicle(s), equipment or parts, in substandard condition. 3. To ensure that tread remaining on the tires of the vehicle(s) is no less than 7/32" on any of the tires to provide for safe transport by the lessor to the next destination and to be responsible for the cost of replacing tires not meeting said standards. 4. Any vehicle not in the same or better condition, reasonable wear and tear accepted, at the time of expiration or cancellation of this agreement as when the vehicles were delivered to the lessee will be considered as in substandard condition. S. OCT shall promptly notify the Growth Management Department of the intent to return leased vehicles for auction. Federally funded vehicles planned for disposition shall meet the Service Life Policy as outlined in FTA Circular 9300.1A, Page ill-8. T. The County shall return net auction proceeds of public transit vehicles to OCT for support of public transportation services. U. The County shall return revenues received by the County for approved commercial advertisements on leased equipment to OCT for the benefit of the System; VI. Insurance A. Liability coverage in an amount of $100,000 for the death or injury of one person, $300,000 in the event of death or injury of two or more persons in a single accident, including liability to any employees engaged in operation of the vehicle(s), and $50,000 for property damage. Comprehensive and collision coverage will be obtained for the full value of each vehicle, less normal deductible which shall be borne by the lessee. Current value of equipment leased under this agreement is as specified in Exhibit A. Okaloosa County reserves the right during the term of this contract to request actual certified copies of insurance contracts to support any Certificates of Insurance. At any time that the insurance coverage is unacceptable to Okaloosa County, the Okaloosa County Board of County Commissioners reserves the right to terminate this contractual agreement. - 10 - B. Coverage shall be written by an insurer licensed to do business in the State of Florida. All liability and physical damage coverage (comprehensive/collision) shall list Okaloosa County, the owner/lessor, as an Additional Insured. All policies shall be written so that Okaloosa County is notified of cancellation or restrictive amendments at least thirty (30) days prior to the effective date of such cancellation or amendment. Any notice shall be mailed directly to Okaloosa County Purchasing Department, 602 North Pearl Street, Crestview, FL 32536. C. To the fullest extent permitted by law, OCT shall indemnify and hold harmless the County, its officers, and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, to the extent caused by the negligence, recklessness or intentional wrongful conduct of OCT and other persons employed or utilized by OCT in the performance of the Agreement. The provisions of this section shall survive the expiration or earlier termination of this Agreement. D. Workers Compensation Insurance: 1. OCT shall secure and maintain during the life of this agreement, Workers Compensation insurance for all employees employed including supervision, administration and management personnel. If any work is sublet with the approval of Okaloosa County, OCT shall require the Subcontractor to provide Workers Compensation insurance for all employees and such evidence of insurance shall be furnished to Okaloosa County not less than ten days prior to the commencement of any and all sub-contractual agreements. Such insurance shall comply with the Florida Workers Compensation Law. 2. The Workers Compensation insurance shall be written with statutory limits of liability. In addition, the coverage shall include Employers Liability coverage with minimum liability limits of $1,000,000 per accident or disease. 3. Coverage shall include a waiver of subrogation clause in favor of Okaloosa County. Also, this endorsement must be indicated on the Certificate of Insurance. E. Notice of Claims or Litigation OCT shall report any incident or claim that results from performance of this Agreement to Okaloosa County. Within ten days of OCT's knowledge, Okaloosa County shall receive written notice describing the incident or claim. In the event such incident or claim involves injury or property damage to a third party, verbal notification shall be given the same day OCT becomes aware of the incident or claim. A detailed written report is to be made within ten days. - 11 - v. Monitoring and Audits The administration of funds awarded by Okaloosa County to OCT may be subject to audits and/or monitoring by Okaloosa County, as described in this section. A. MONITORING In addition to reviews of audits conducted in accordance with OMB Circular A-133 and Florida Single Audit, as revised (see "Audits" below), monitoring procedures may include, but not be limited to, on-site visits by the recipient's staff, limited scope audits as defined by OMB Circular A-133, as revised and/or other procedures. By entering into this agreement, the subrecipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the recipient. In the event the recipient determines that a limited scope audit of the subrecipient is appropriate, the subrecipient agrees to comply with any additional instructions provided by the recipient to the subrecipient regarding such audit. The subrecipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Comptroller or Auditor General. B. AUDITS PART I: STATEFUNDED This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2)(1), Florida Statutes. 1. In the event that the subrecipient expends a total amount of State awards (i.e., State financial assistance provided to the recipient to carry out a State project) equal to or in excess of $300,000 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 Executive Office of the Governor and the Comptroller, an Chapter 10.600, Rules of the Auditor General. EXIDBIT 1 to this agreement indicates State funds awarded through the recipient by this agreement. In determining the State awards expended in its fiscal year, the recipient shall consider all sources of State awards, including State funds received from the recipient, except that State awards received by a nonstate entity for Federal program matching requirements shall be excluded from consideration. 2. In connection with the audit requirements addressed in Part I, paragraph 1, the subrecipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a reporting package as defined by Section 215.97(2)(d), Florida Statutes, and Chapter 10.600, Rules of the Auditor General. - 12 -  3. If the subrecipient expends less than $300,000 in State awards in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. In the event that the subrecipient expends less than $300,000 in State awards 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 non-State funds (i.e., the cost of such an audit must be paid from subrecipient funds obtained from other than State entities). (NOTE: The web site for the Florida Single Audit Act is located at http://sun6.dms.state.fl.us/fsaa/rules.htm). PART IT: REPORT SUBMISSION Copies of audit reports for audits conducted as required by PART I of this agreement shall be submitted to the recipient no later than 30 days from date of issue to the following address: Brenda L. Bailey Contracts & Grants Manager 1250 North Eglin Parkway, Suite C112 Shalimar, FL 32579 VI. Termination Failure to meet the requirements or obligations set forth in this Contract, and performance requirements established and monitored by the Coordinating Board in the approved Transportation Disadvantaged Service Plan shall be due cause for non-payment of reimbursement invoices until such deficiencies have been addressed or corrected to the satisfaction of the County. In the event of any violation, default or failure to perform as provided for herein, by either party, written notice shall be given setting forth the alleged violation, default or failure, which shall be corrected within a mutually agreed upon time, not to exceed thirty (30) days in any event, after the receipt of notice. In the event of such violation, default or failure is not corrected, the other party may cancel this contract for cause effective at the time provided for in a written notice of cancellation. Cancellation of this contract under these conditions shall not be a waiver of any other rights which said party may have for damages, specific performance, or such other relief, legal or equitable, for which such party may otherwise have a cause of action. A. Termination Conditions: 1. Termination at Will - This Contract may be terminated by either party upon no less - 13 -  than thirty (30) days notice, without cause. Said notice shall be delivered by certified mail, return receipt required, or in person with proof of delivery. 2. Termination due to Lack of Designation - In the event that the County as Coordinator, so designated by the local Coordinating Board and approved by the Commission, loses its designation, this contract is terminated immediately upon notification to OCT. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. 3. Termination due to Disapproval of Memorandum of Agreement - In the event that the Commission does not accept and approve any contracted transportation rates listed within the Memorandum of Agreement, this Contract is terminated immediately upon notification to OCT. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. 4. Termination due to Lack of Funds - In the event funds to finance this contract become unavailable, the County may terminate the contract with no less than twenty-four (24) hours written notice to OCT. Notice shall be delivered by certified mail, return receipt requested, or in person, with proof of delivery. Notice shall be effective upon receipt. The County shall be the final authority as to the availability of funds. 5. Termination for Breach - Unless OCT's breach is waived by the County in writing, the County may, by written notice to OCT, terminate this Contract upon no less than twenty-four (24) hours notice. Notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. Waiver by the County of breach of any provision of this Contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Contract, and shall not act as a waiver or estoppel to enforcement of any provision of this Contract. The provisions herein do not limit the County's right to remedies at law or to damages. 6. Upon receipt of a notice of termination of this Contract for any reason, OCT shall cease service and prepare all final reports and documents required by the terms of this Contract. A final invoice shall be sent to the County within thirty (30) days after the termination of this Contract VIII. Assignments OCT shall not assign this contract or any of the rights hereto in whole or in part to any other person, firm or corporation without prior consent in writing to Okaloosa County. Such consent will not be withheld unreasonably. IX. Subcontracts During the duration of this contract, OCT may subcontract with third parties to provide the services needed for the SYSTEM. OCT will notify Okaloosa County of executed contracts during the term of this agreement. OCT shall bill for services, receive payment, accept invoices and pay invoices of all subcontractors. - 14 - X. Independent Contractor Status In performance of the responsibilities herein contemplated, OCT is an independent contractor, not an employee of Okaloosa County, who shall have the authority to control and direct the performance of its employees in the details of the management, operation, and maintenance of the SYSTEM. XI. Legal Counsel Whenever legal counsel is required for the benefit of the SYSTEM, such legal counsel shall be furnished by OCT. The cost thereof shall be an operating expense of the SYSTEM. XII. FT AlFDOT Amendments OCT agrees that ifany amendments must be made to this contract so Okaloosa County continues to qualify for any federal or state grants for public transportation, said amendments shall be promptly executed by OCT. XIII. Prohibition on Conflicts of Interest The County and OCT warrant that no employee, officer, or agent of the County, nor any partner of such a person, nor any member of the immediate family of such a person, nor any organization which employs, or is considering to employ such a person, has a financial or other interest in OCT or will otherwise benefit from the execution or performance of this agreement. Attachments I and II are an integral part of the Contract and are hereby incorporated by reference into this Contract. All subsequent attachments are of an optional nature. XIV. Notices All notices hereunder, and communication with respect to this contract shall be effective upon the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: OCT: 207 Hospital Drive ATTN: Ruth Lovejoy, Executive Director Okaloosa County Council on Aging Fort Walton Beach, FL 32548 And Okaloosa County: 602-C North Pearl Street ATTN: John Christopher, Contracts Lease Coordinator Purchasing Department Crestview, FL 32536 - 15 - The name and address of the contract manager for the County for this Contract is: Christy R. Johnson, AICP 1804 Lewis Turner Blvd. Ste. 200 Fort Walton Beach, Florida 32547 The representative/position responsible for administration of the program under this contract is: Barry Peterson, Program Manager 600 Transit Way Fort Walton Beach, Florida 32547 In the event that different representatives are designated by either party after execution of this Contract, notice of the name and address of the new representative will be rendered in writing to the other party and said notification attached to originals of this Contract. XV. Expiration of Agreement This agreement will expire on September 30, 2010, unless an extension of the time period is requested by OCT and granted in writing by the County. This entire agreement and its attachments and exhibits contain all the terms and conditions agreed upon by the parties hereto WITNESS WHEREOF, the parties hereto have caused these presents to be executed. Okaloosa County Transit (OCT) Okaloosa County Board of County Commissioners Ruth Lovejoy, Executive Director William J Roberts ill, Chairman Signature and Date 07/£<7/0 - 16 -  ATTACHMENT I AGENCY/OPERATOR CONTRACT SERVICE DESCRIPTION 1. OCT will be able to provide: Type of Service - Paratransit and Bus Service 2. OCT will be available to provide transportation 7 days a week, 24 hours a day. Days Agency/Operator will not be able to provide services: None 3. Vehicles Agency/Operator will use to transport all passengers (Vehicle Inventory attached as Exhibit A) 4. VehiclelEquipment Standards As required in the Coordinator's System Safety Plan attached as Exhibit B - 17 - 5. Driver Requirements (if any) As required in the Coordinator's System Safety Plan attached. 6. Training As required in the Coordinator's System Safety Plan attached. 7. OCT fare structure Agency/Operator fare structure A. Demand Response Ambulatory $1.29/grid mile Wheelchair $ 1. 29/grid mile + $4.85/WC Load Fee Stretcher $1.29/grip mile + $23.56 Load Fee AHCA $1.29/grid mile + $4.85/WC Load Fee (N/C for 1 escort, as required B. Special Multi-loading/same origination or same destination: $.90/grid mile + Applicable Load Fees C. Subscription Services For heavy users. Discount Rate: Negotiated depending on number of passengers and distance D. Shopping Trips/Special Days Off peak hours. Limited choice of three (3) shopping centers. $l.OO/one way trip E. Out of Area Fixed Days. Minimum of three (3) riders. Costs share agency. 8. BillinglInvoicing and Reimbursement procedure for OCT. Monthly invoice to the County, no later the 20h of the month following the month for which - 18 - transportation was provided. 9. Reporting Requirements Daily trip sheets, trip add on sheets, Annual Operating Report, Annual Safety Certification, Drug and Alcohol Program Certification, other reports as may be required by the Commission, other State Agencies, or the County. - 19 -  AITACHMENTll The Commission for the Transportation Disadvantaged Standards and Perfonnance Requirements Pursuant to Rule 41-2.006, Florida Administrative Code, the Community Transportation Coordinator and any Transportation Operator/Agency from whom service is purchased or arranged by the Community Transportation Coordinator shall adhere to Commission approved standards. These standards shall include: (a) Drug and alcohol testing for safety sensitive job positions within the coordinated system regarding pre-employment, randomization, post-accident, and reasonable suspicion as required by the Federal Highway Administration and the Federal Transit Administration; (b) An escort of a passenger and dependent children are to be transported as locally negotiated and identified in the local Transportation Disadvantaged Service Plan; (c) Child restraint devices shall be detennined locally as to their use, responsibility, and cost of such device in the local Transportation Disadvantaged Service Plan; (d) Passenger property that can be carried by the passenger and/or driver in one trip and can be safely be stowed on the vehicle, shall be allowed to be transported with the passenger at no additional charge. Additional requirements may be negotiated for carrying and loading rider property beyond this amount. Passenger property does not include wheelchairs, child seats, stretchers, secured oxygen, personal assistance devices, or intravenous devices; (e) Vehicle transfer points shall provide shelter, security, and safety of passengers; (f) A local toll free phone number for complaints or grievances shall be posted inside the vehicle. The local complaint process shall be outlined as a section in the local Transportation Disadvantaged Service Plan including, advising the dissatisfied person about the Commission's Ombudsman Program as a step within the process as approved by the local Coordinating Board; (g) Out of service area trips shall be provided when determined locally and approved by the local Coordinating Board, except in instances where local ordinances prohibit such trips; (h) Interior of all vehicles shall be free from dirt, grime, oil, trash, tom upholstery, damaged or broken seats, protruding metal or other objects or materials which could soil items placed in the vehicle or provide discomfort for the passenger; - 20 - (I) Billing requirements of the Community Transportation Coordinator to subcontractors shall be determined locally by the local Coordinating Board and provided in the local Transportation Disadvantaged Service Plan. All bills shall be paid within 15 calendar days to subcontractors, after receipt of said payment by the Community Transportation Coordinator, except in instances where the Community Transportation Coordinator is a non-governmental entity; (j) Passenger/trip database must be maintained or accessible by the Community Transportation Coordinator on each rider being transported within the system; (k) Adequate seating for paratransit services shall be provided to each rider and escort, child, or personal care attendant, and no more passengers than the registered passenger seating capacity shall be scheduled or transported in a vehicle at any time. For transit services provided by transit vehicles, adequate seating or standing space will be provided to each rider and escort, child, or personal care attendant, and no more passengers than the registered passenger seating or standing capacity shall be scheduled or transported in a vehicle at any time; (1) Drivers for paratransit services, including coordination contractors, shall be required to announce and identify themselves by name and company in a manner that is conducive to communications with the specific passenger, upon pickup of each rider, group of riders, or representative, guardian, or associate of the rider, except in situations where the driver regularly transports the rider on a recurring basis. Each driver must have photo identification that is in view of the passenger. Name patches, inscriptions or badges that affix to driver clothing are acceptable. For transit services, the driver photo identification shall be in a conspicuous location in the vehicle; (m) The paratransit driver shall provide the passenger with boarding assistance, if necessary or requested, to the seating portion of the vehicle. The boarding assistance shall include opening the vehicle door, fastening the seat belt or utilization of wheel chair securement devices, storage of mobility assistance devices, and closing the vehicle door. In certain paratransit service categories, the driver may also be required to open and close doors to buildings, except in situations in which assistance in opening/closing building doors would not be safe for passengers remaining on the vehicle. Assisted access must be in a dignified manner. Drivers may not assist wheelchair up or down more than one step, unless it can be performed safely as determined by the passenger, guardian, and driver; (n) All vehicles ordered or put into service after adoption of this section of the Rule, and providing service within the coordinated system, shall be equipped with two-way communications in good working order and be audible to the driver at all times to the base. (0) All vehicles ordered or put into service after the adoption of this section of the Rule, and providing service within the coordinated system, shall have working air conditioners and heaters in each vehicle. (r) First Aid shall be determined locally and provided in the local Transportation Disadvantaged Service Plan. (s) Cardiopulmonary Resuscitation shall be determined locally and provided in the local Transportation Disadvantaged Service Plan.  LIST OF EXHIBTS Exhibit A Vehicle Inventory (Updated January 1) Exhibit B Coordinator's System Safety Plan Exhibit C Coordinator's and Local Coordinating Board's Grievance Procedures Exhibit D Annual Operating Report InstructionslForms Exhibit E Federal Certifications and Assurance Exhibit F FTA Third Party Clauses 2  EXHIBITF FT A Third Party Clauses CHARTER BUS REQillREMENTS 49 U.S.c. 5323(d) 49 CFR Part 604 Charter Service Operations - The contractor agrees to comply with 49 US.c. 5323(d) and 49 CPR Part 604, which provides that recipients and subrecipients of FfA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CPR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. SCHOOL BUS REQUIREMENTS 49 U.S.C. 5323(F) 49 CFR Part 605 School Bus Operations - Pursuant to 69 US.c. 5323(f) and 49 CPR Part 605, recipients and subrecipients of FfA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment, vehicles, or facilities. ENERGY CONSERVATION REQillREMENTS 42 U.S.C. 6321 et seq. 49 CFR Part 18 Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. CLEAN WATER REQillREMENTS 33 U.S.C. 1251 Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 US.c. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in tum, report each violation as required to assure notification to FfA and the appropriate EPA 3 Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. LOBBYING 31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20 Mandatory Clause/Language - Clause and specific language therein are mandated by 49 CFR Part 19, Appendix A. Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 US.c. § 1601, et seq. ] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 US.c. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.11O(d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1119/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.c. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 US.c. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 US.c. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any 4 person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1119/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.c. 1601, et seq .)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.c. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.c. A 3801, et seq., apply to this certification and disclosure, if any. _ _ _ _ _ _ _ _ _ _ _ _ Signature of Contractor's Authorized Official _ _ _ _ _ _ _ _ _ _ _ _ Name and Title of Contractor's Authorized Official _____________ Date ACCESS TO RECORDS AND REPORTS 49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17 Access to Records - The following access to records requirements apply to this Contract: 5 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C. P. R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. P. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)l, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.P.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)l, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.P.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.c. 5302(a)l) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 7. FTA does not require the inclusion of these requirements in subcontracts. FEDERAL CHANGES 49 CFR Part 18 Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, 6 procedures and directives, including without limitation those listed directly or by reference in the Agreement (Form PTA MA (6) dated October, 1999) between Purchaser and PTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. CLEAN AIR 42 U.S.C. 7401 et seq 40 CFR 15.61 49 CFR Part 18 Clean Air - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 US.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in tum, report each violation as required to assure notification to PTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by PTA. RECYCLED PRODUCTS 42 U.S.c. 6962 40 CFR Part 247 Executive Order 12873 Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 US.c. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 U.S.C. 3801 et seq. 49 CFR Part 3118 U.S.C. 1001 49 U.S.C. 5307 Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § § 3801 et seq. and US. DOT regulations, "Program Fraud Civil Remedies," 49 c.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the PTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, 7 statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FfA under the authority of 49 U.S.c. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.c. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FfA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) 49 CFR Part 29 Executive Order 12549 Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Lower Tier Covered Transactions (Third Party Contracts over $100,000). Instructions for Certification 1. By signing and submitting this bid or proposal, the prospective lower tier participant is providing the signed certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, (Recipient) may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to (Recipient) if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," :"participant," "persons," "lower tier covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CPR Part 29]. You may contact (Recipient) for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by (Recipient). 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - 8 Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List issued by u.s. General Service Administration. 8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, (Recipient) may pursue available remedies including suspension and/or debarment. "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" (1) The prospective lower tier participant certifies, by submission of this bid or proposal, that neither it nor its "principals" [as defined at 49 c.F.R. § 29.105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this proposal. PRIVACY ACT U.S.C.552 Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.c. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. (2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance 9 provided by PTA. CIVIL RIGHTS REQUIREMENTS 29 U.S.C. § 623, 42 U.S.c. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332 29 CFR Part 1630,41 CFR Parts 60 et seq. Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.c. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.c. § 6102, section 202 of the Americans with Disabilities Act of 1990,42 U.S.C. § 12132, and Federal transit law at 49 U.S.c. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements PTA may Issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title vn of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.c. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.c. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.c. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 c.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 10 (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by PTA, modified only if necessary to identify the affected parties. BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18 FTA Circular 4220.1D (also see Change 1) Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient),s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS 49 U.S.C. § 5310, § 5311, and § 5333 29 CFR Part 215 (a) General Transit Employee Protective Requirements - To the extent that PTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 c.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to PTA applicable to the PTA Recipient's project from which Federal assistance is provided to support 11 work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to any contract financed with Federal assistance provided by PTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.c. § 531O(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause. (b) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.c. § 531O(a)(2) for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 531O(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 c.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to PTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. (c) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.c. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. (2) The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by PTA. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 23 Okaloosa County has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations of the U.S. Department of Transportation (DOT), 49 CPR Part 26. The County has received Federal financial assistance from the Department of Transportation, and as a condition of receiving this assistance, the County has signed an assurance that it will comply with 49 CPR Part 26. It is the policy of the County to ensure that DBEs, as defined in part 26, have an equal opportunity to receive and participate in DOT-assisted contracts. It is also our policy: To ensure nondiscrimination in the award and administration of DOT assisted contracts; To create a level playing field on which DBEs can compete fairly for DOT assisted contracts; To ensure that the DBE Program is narrowly tailored in accordance with applicable law; To ensure that only firms that fully meet 49 CPR Part 26 eligibility standards are permitted to participate as DBEs; To help remove barriers to the participation of DBEs in DOT assisted contracts; and 12  To assist the development of firms that can compete successfully in the market place outside the DBE Program. The bidder must submit a state of Florida Department of Transportation Disadvantaged Business Enterprise (DBE) Certification, if applicable. STATE AND LOCAL LAW DISCLAIMER State and Local Law Disclaimer - The use of many of the suggested clauses are not governed by Federal law, but are significantly affected by State law. The language of the suggested clauses may need to be modified depending on state law, and that before the suggested clauses are used in the grantees procurement documents, the grantees should consult with their local attorney. INCORPORA TION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS Incorporation of Federal Transit Administration (FT A) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1D (also see Change 1), dated April 15, 1996, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. DRUG AND ALCOHOL TESTING 49 U.S.c. §5331 49 CFR Parts 653 and 654 Drug and Alcohol Testing The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CPR Parts 653 and 654, produce any documentation necessary to establish its compliance with Parts 653 and 654, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of (name of State), or the (insert name of grantee), to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CPR Parts 653 and 654 and review the testing process. The contractor agrees further to certify annually its compliance with Parts 653 and 654 before (insert date) and to submit the Management Information System (MIS) reports before (insert date before March 15) to (insert title and address of person responsible for receiving information). To certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. This contract represents the entire agreement between Okaloosa County and OCT. The contract shall be modified only as necessary and in writing with the mutual consent of all concerned. 13 In the event of any violation, default or failure to perform as provided for herein, by either party, written notice shall be given setting forth the alleged violation, default or failure, which shall be corrected within a mutually agreed upon time, not to exceed thirty (30) days in any event, after the receipt of notice. In the event of such violation, default or failure is not corrected, the other party may cancel this contract for cause effective at the time provided for in a written notice of cancellation. Cancellation of this contract under these conditions shall not be a waiver of any other rights which said party may have for damages, specific performance, or such other relief, legal or equitable, for which such party may otherwise have a cause of action. A. Nothing in the Contract shall require the County to observe or enforce compliance with any provision thereof, perform any other act or do any other thing in contravention of any applicable state law. If any provision of the Contract is found by a court of law to violate any applicable state law, the purchasing entity will at once notify the County in writing in order that appropriate changes and modification may be made by the County and OCT to the end that OCT may proceed as soon as possible with the provision of transportation services. B. If any part or provision of this Contract is held invalid, the remainder of this Contract shall be binding on the parties hereto. TERMINATION 49 V.S.C.Part 18 FT A Circular 4220.1D (also see Change 1) a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs. b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions 14 If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor or written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient),s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recipient). h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor aNotice of Termination specifying the nature of the default. 15 In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. the contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default (Cost-Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the 16 termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close- out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 17