Okaloosa County BOCC — August 6, 2013 — AQH65 Original FDOT JPA December 6, 2011 — reading text

Proce" for all conlnlcts. In all case" the Agency's Altomey shall certify to the Department that selection has been accomplished In compliance with the Consultants' Cornpet"lve NegotiatIOn Ad. 12.30 Dlsldvantaged BUlin... Enterprise lOBE) Policy 12.31 DBE Policy: The Agency and Us conlnldors agree to ensure that Disedvantaged Business EnterpriseS as defined In 49 CFR Part 28. as amended. have the maJdmum opportunity to participate In the performance 01 conlnlds and this Agreement. In this regard, all recipients, and conlnlctors shall take all necessary and reasonable steps In accordance with 49 CFR Part 28. as amended, to ensure that the Dleadventaged Business Enterprieea ha.... the maximum opportunity to compete lor and perform conltact8. Grantees, recipients and their contreclo,. ,hall not discriminate on the basis 01 rece. COlor. national ortgln or sax In the award end performance 01 Department assisted conkeds. The recipient shall nol discriminate on the basis 01 race. COlor. national origin. or sex In the award and performance 01 any DOT·assisted conlrael or in the admlnlatration 01 its DOE program or the requirements 0149 CFR part 28. The recipient shall take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiSCrimination In the award and edminislratlOn 01 DOT.."med conlrads. The recipient's DBE prognun, as required by 49 CFR part 28 and as approved by DOT. Is Incorponsted by reference in this agreement. Implementation 01 this prognsm Is a legal obligation and !aNure to cany out ita terms shall ba keated as a violation 01 this agreemenl Upon noliliealion to the recipient 01 ita lalluns to carry out H. approved program. the Department may impoae sanctions es provided lor under part 26 and may, In appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 andlor the Program Fnsud Civil Remedies Act 011988 (31 U.S.C. 3801 a/ seq.) 12.40 'rhe Agency agrees to report any reasonabte cau.e notice 01 noncompliance based on 49 CFR Part 26 flied under this sadion to the Department wkhln 30 days 01 reealpl by the Agency. 13.00 Restrlcllons. Prohlbltlons. Controls. and Labor Provisions: 13.10 Equal Employment Opportunity: In connadion whh the carrying out 01 any projad, the Agency shall not discriminate against any emptoyee or applicant for employment because 01 race, age, creed, color, sex or national origin. The Agen<:y will take aflIrmatlve action to ensure that applicants are employed, and that employ_ are treated during employment, without regard to their race, age, creed, color, sex. or national origin. Such action sha.lnclude, but not be timned to, the following: Employment upgrading, demotIOn, or transfer; recruitment or recruitment edvertising; layoll or tarmlnatJon; rates 01 payor other loons 01 compenaation; and set8(;lion Iorlrelnlng. Including apprenticeah~. The Agency ahalllnl8rt the Ioregolng Plovlalon modilled only to shoW the particular contradual relatlonshlp In all ita conlractl In connection wHh the d.....1opment or operation of the projed••xcept contracta lor standerd commercial supplies or nsw mat.rials, and ahall requins all .ueh conlraclors to inl8rt a aIm~ar provision in aR subconlredl, e_pt subconlraclllor standard commercial eupplie. or raw materials. When the projec:l involveslnstallaUon, conslruellon, demolition, removal, aile Improvement, or almltar worI<, the Agency .hall post. In conspicuous places available to employees and appllcanlllor employment lor project work, notieesto be provided by the Department 18l1ing forth the provisIOns of the nondiscrimination eleuse. 13.20 TItl. VI • Civil RIghts Act of 1884: Execution of this Joint Participation Agreement constitutea a certification thet the Agency will co~ wah all the requirements in1Iosed by Tille VI 01 the Civil Righla Act 011984 (42 U.S.C. 200Od. at. seq.). tha Regulations 01 the Federel Department 01 TnsnsPQrtatlon Issued thensunder, and the assurance by the Agency purauanttherato. 13030 Till. VIII • Civil RIghts Act of 1...: ExecutIon olthl. Joint Parlleipation Agreement consthutes a eertfIiceUon that the Agency will comply with atlthe requ ..ements Imposed by rdle VIII 01 the Civil RIghts Ad 011968, 42 USC 3601,81 seq., Which among o_thlngs, prohibits dlacrlmlnatlon In housing on the balis 01 race. color. nallonal origin, Cfeed, I8X, and age.  13.40 America.. wtth DII.bUlII" Act of 1880 (ADA): Execution 01 this Joint Participation Agreement constitules 8 certification that the Agency will comply with aft the requirements Imposed by the ADA (42 U.S.C. 12102. el. seq.), the regulations of the lederal govemment issued thereunder, and the a88urance by the Agency purauanttherato. 13.10 Prohibited Int._la: The Agency shall not enter into a contract or arrangement In connection with the project or any property Included or planned to be Included In the projec~ wHh any officer, director or employee of the Agency. or any buslne88 entHy 01 which the ofIIcar, dlractor or employee or the office(s, dlrecto(s or employee's spouee or cIIild Is an officer. partner, director, or proprietor or in which such ollicer, director or employee or the oftice(s, directo(s or employee's spouse or cII~d. or any combination 01 them, has a material Interest. "Matenallnterast" means direct or Indirect ownership 01 more than 5 percent ollhe total assets or capital stock of any buslne88 entity. The Agency shall not enter Into any contl1lCl or arrangement In connectton wKh the project or any property Included or planned to be included In the project, with any pemn or entHy who was repreeented beloA! the Agency by any perwon who at any time during the Immediately preceding two yeara was an oIIicer, director or.employee 01 the Agency. The provisions of this subsecUon shall not be applicable to any agreement between the Agency and Its fiscal depositories, any agreement lor utilHy services the rates lot which are fixed or controlled by the govemment, or any agreement between the Agency and an agency 01 state govemmenl. 13.10 Inlaml of Members of, or Delegatee to, Congms: No member or delegate to the CongAlSS 01 the UnHed States shall be admlHed to any share or part 01 the Agreement or any benefit ariSing therefrom. 14.00 Miscellaneous Provisions: 14.10 Environmental Pollution: Execution 01 this Joint Participation Agreement constitutes a certification by the Agency that the project will be carried out in conlormance with all applcable environmental regulations Including the securing 01 any applicable perrn1ta. The Agency will be solely responsible lor any liabi1~y in the event 01 non-compliance w~h applicabla environmental regulaUons. including the securing 01 any applicable perrnita, and wlU A!lmburae the Department lot any 1088 Incurred In connection therew~. 14.20 DeP'lrtment Not Obligated to Third Parll": The Department shall not be obligated or liable hereunder to any party other than the Agency. 14.30 Wlten Righta and Remedies Not Waived: In no avant shall the making by the Department 01 any payment to the Agency constitute or be construed as a waiver by the Department 01 any breach 01 covenant or any default which may then exist, on the part 01 the Agency, and the making 01 such P'lyment by the Department while any such bAl8ch or delault shaH exist shall In no way Impair or prejudice any right or A!mtIdy available to tha Department with respect to such breach or delauH. 14.40 HoW Agraementls Affected by Provisions Being Held Invalid: 11 any provision of this Agreement Is held Invalid. the A!malnder 01 this Agreement ""all not be alf_d. In such an instance the remainder would then continue to conform to the tarms and requirements 01 applicable law. 14.10 Bonus or CommiMlon: By execuUon 01 the Agreement the Agency represents that ij has not paid and, also, agrees not to pay, any bonus or commission for the purpose of obtaining an approval 01 Its application for the financing hereunder. 14.10 S1a1a or Territorial Law: Nothing in the Agreement shaM require the Agency to observe or enforce compliance with any provision thenaol, perform any other act or do any other thing in contravention 01 any applicable State taw: Provided, that II any 01 the provisions of the Agreement violate any applcable State law, the Agency will at once notify the Department in wming In order that appropriate cllanges and modllicaUons may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the project.  ,....... PUlIJC TMHSPOftTATION 00/11 P911ot14 14.70 Us. and Malnlllninca of Project Facllltl.. and Equipment: The Agency agrees Ihatlhe project facilities and equipment will be used by lhe Agency to provide or support public ttanaportalion for Ihe period of the useful life of such facllH"" end equipment as determined In accordance wllh general accounllng principles and approved by Ihe Department. The Agency further agrees to maintain the project facil~ies and equipment in good working order for Ihe usef1J111fe of said facll~1es or equipment 14.71 Property Recorda: The Agency agrees 10 maintain property records, conducl physical inventories and develop control systems as required by 49 CFR Part 18, when applicable. 14.80 Disposal of Project Facilltlee or Equipment: If the Agency disposes of any project faclilly or equipment during Its usef1Jlllfe for any purpose except itS replacement with like faclllly or equipment for public transportation UBe, the Agency will comply with the terms of 49 CFR Part 18 relating to property management standards. The Agency agrees 10 remit to the Department a proportional amount of the proceeds from the disposal of the facHIIy or equipment. Said proportional amount shall be determined on the basis of the ratio of the Department financing of the facility or equipment as provided in this Agreement 14.80 Contractuallndemnlly) To the eldent provided by law, the Agency shall indemnify, defend, arid hold harmless the Department and all of Its offlCll$, agents, and employees from any claim, los., damage, cost, charge, or expense arising out d any act. error, omission, or negligent act by the Agency, Hs agents, or employees, during the performance of the Agreement, except that neither the Agency, Its agents, or Its employees wilt be liable under this paragraph for any claim, loss, damage, cost, charge, or expanse arising out of any act, error, omission, or negligent act by the Department or any of Its officers, agents, or employees during the performance of the Agreement. When the Department receives a nollce of claim for damages that may have been ceused by the Agency In the performance of services required under this Agreemen~ the Department will immediately forward the claim to the Agency. The Agency and the Department will evaluate the claim and report their findings to each other ~hin fourteen (14) working deys and will JOintly discuss options In defending the claim. After reviewing the claim, the Department will determine whether to require the participation of the Agency in the defense of the claim or to require that the Agency defend the Department in such claim as deacriled in this section. The Depertmenfa failure to promplly notify the Agency of a claim shall not act as a waiver of any right herein \0 require the participation In or defense of the ciaim by Agency. The