Okaloosa County BOCC — March 1, 2016 — Co-op Support Agreement Executed by RPC — reading text

this report has been financed in part through grants from the Federal Highway Administration and Federal Transit Administration, U.S. Department of Transportation, under the State Planning and Research Program, Section 505 [or Metropolitan Planning Program, Section 104] of Title 23, United States Code. The contents of this report do not necessarily reflect the official views or policy of the U.S. Department of Transportation." Nondiscrimination 15 Compliance with Regulations. The Planning Council shall comply with the regulations of the U.S. Department of Transportation relative to the nondiscrimination in federally-assisted programs of the U.S. Department of Transportation (Title 49 Code of Federal Regulations Part 21, hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. 2 Nondiscrimination. The Planning Council, with regard to the work performed by it after award and prior to completion of the contract work, will not discriminate on the grounds of race, color, national origin, sex, age, disability, familial status, religious status, marital status, sexual orientation or gender identity in the selection and retention of subcontractors, including procurements of material and leases of equipment. The Planning Council will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers the program set forth in Appendix B of the Regulations. 35 Solicitations for Subcontractors, Including Procurements of Materials and Equipment. In all solicitations made by competitive bidding or negotiation made by the Planning Council for work to be performed under a subcontract, including procurements of materials and leases of equipment, each potential subcontractor, supplier or lessor shall be notified by the Planning Council of obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, national origin, sex, age, disability, familial status, religious status, marital status, sexual orientation or gender identity. 4. Information and Reports. The Planning Council will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the Florida Department of Transportation, Federal Highway Administration, and/or Federal Transit Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Planning Council is in the exclusive possession of another who fails or refuses to furnish this information, the Planning Council shall certify to the Florida Department of Transportation, Federal Highway Administration and/or Federal Transit Administration, as appropriate, and shall set forth what efforts it has made to obtain the information. 3 Sanctions of Noncompliance. In the event of the Planning Council's noncompliance with the nondiscrimination provisions of this Agreement, the County shall impose such sanctions as it may determine to be appropriate, including, but not limited to, withholding of payments to the Planning Council under this Agreement until the Planning Council complies; and/or cancellation, termination or suspension of this Agreement, in whole or in part. 6. Incorporation of Provisions. The Planning Council will include the provisions of Paragraphs 1 through 4 in every subcontract, including procurement of materials and leases of equipment, unless exempt by Regulations, order, or instructions issued pursuant thereto. The Planning Council will take such action with respect to any subcontractor or procurement as the Florida Department of Transportation, Federal Highway Administration and/or Federal Transit Administration may direct as a means of enforcing such provisions, including sanctions for noncompliance, provided, however that, in the event the Planning Council becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Planning Council may request the State to enter into such litigation to protect the interests of the State, and, in addition, may request the United States to enter into such litigation to protect the interests of the United States. H. Training The use of Title 23 United States Code Section 134 or Title 49 United States Code Section 5305 funds for training of employees of the Planning Council shall be in accordance with the requirements of 49 Coc}e of Federal Regulations, Part 18. L. Prohibited Interests The Planning Council shall insett in all contracts entered into in connection with the Project or any property included or planning to be included in any Project, and shall require its contractors to insert in each of their subcontracts, the following provision: "No member, officer or employee of the Planning Council during his/her tenure or for one year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.” This provision shall not be applicable to any agreement between the Planning Council and its fiscal depositories, or to any agreement for utility services the rates for which are fixed or controlled by a Governmental agency. VII. LIABILITY The Planning Council hereby agrees to hold harmless the County, to the extent allowed and required by law, from all claims, demands, liabilities, and suits of third persons or entities not a party to this Agreement arising out of, or due to any act, occurrence or omission of the Planning Council, its subcontractors or agents, if any, that is related to the Planning Council's performance under this Agreement. However, the Planning Council has no obligation to indemnify the County for acts or omissions required or directed by the County. IX. ASSIGNABILITY The Planning Council shall not assign any interest in this Agreement and shall not transfer any interest in the same (whether by assignment or novation), without the prior consent of the County. However, the preceding sentence does not restrict the Planning Council from entering into subcontracts for the performance of the Planning Council’s obligations. X. REPRESENTATIVES FOR THE PARTIES In all matters relating to the performance of this Agreement, the Chairperson of the Okaloosa County Board of County Commissioners shall represent and act for the County and the Executive Director of the Planning Council shall represent and act for the Planning Council. XI. VENUE AND JURISDICTION FOR LITIGATION BETWEEN PARTIES This Agreement shall be construed according to the laws of the State of Florida. Venue shall be exclusively in Escambia County, Florida for all litigation between the parties and all issues litigated between the parties shall be litigated exclusively in a court of competent jurisdiction of Escambia County, Florida. If any provision hereof is in conflict with any applicable statute or rule, or is otherwise unenforceable, then such provision shall be deemed null and void to the extent of such conflict, and shall be deemed severable, but shall not invalidate any other provision of the Agreement. XII. COMPLETE CONTRACT This Agreement constitutes the entire contract between the parties, and any changes, amendments or modifications hereof shall be void unless the same are reduced to writing and signed by parties hereto. XII. EFFECTIVE DATE This Agreement is effective on the day of IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized on the date first above written. WEST FLORIDA REGIONAL ATTEST: PLANNING COUNCIL ! 7 / Austitf Mount THomas Abbott Executive Director pashairman o OKALOOSA COUNTY ATTEST: BOARD OF COUNTY COMMISSIONERS Chair