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Backup Documents 05/10/2016 Item #16A18 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT Tip bRA 8 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGVA Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. Scott Teach, Assistant County Attorney County Attorney Office ig4 /2o/4; 3. Jeff Klatzkow, County Attorney Office County Attorney Office EDF \f-k\c>y/ sA k\u, 4. BCC Office Board of County Commissioners 5. Minutes and Records Clerk of Court's Office 111` 3:SI , PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Laurie Beard Phone Number 252-5782 Contact/ Department v/ Agenda Date Item was 5/10/16 Agenda Item Number 16a18 Approved by the BCC Type of Document Developer Agreement(1),FDOT TRIP Number of Original .' Attached Agreement(2)and Resolution(t) Documents Attached '�} PO number or account number if document is 313-163673-633011-601711 to be recorded r"'t)eNrc)s. stY v- Gn'�C INST tUCTIONS,& CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not appropriate. g (Initial) Applicable) 1. Does the document require the chairman's original signature? LB 2. Does the document need to be sent to another agency for additional signatures? If yes, LB See.co—kiac.V.eA provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. ,\ - 3. Original document has been signed/initialed for legal sufficiency. (All documents to be LB signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the LB document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's LB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip LB should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. B aware of your deadlines! 8. The document was approved by the BCC on!l /10/16(enter date)and all changes LB made during the meeting have been incorporated in the attached document. The ".1 County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the LB BCC,all changes directed by the BCC have been made,and the document is ready for the Chairman's signature. Cr.—v-lt•&wit& cr./‘:" oc- lvsrN ke,eve. \NINCe\V&Ak W k41\ E.x o (,�0� 1:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 6 A 1 8 County of 1 CLERK OF THE;CIRUIT COURT Dwight E. Brock COLLIER COUt' 'Y COI *THOUSE Clerk of Courts Clerk of Courts 3315 TAMIAMI TRL E STE 102t P.O. BOX 413044 Accountant NAPLES,FLORIDA soirNAPLES,FLORIDA Auditor 34112-5324 34101-3044 Custodian of County Funds May 13, 2016 Jim Martin District 1 Office Program Management Florida Department of Transportation 801 N. Broadway Avenue M.S. 1-12 Bartow, FL 33830 Re: Collier County Resolution 2016-97: Memorializing Board approval of a Transportation Regional Incentive Program (TRIP) Agreement with the Florida Department of Transportation that provides State funding for a a new two-lane Urban Section Roadway (Financial Project #438268-1-58-01) Mr. Martin, Attached for further processing are two (2) certified copies of the Resolution along with two (2) original copies of the associated TRIP Agreement, both referenced above, approved by the Collier County Board of County Commissioners on May 10, 2016. If you need any further information from our office, please feel free to contact me at 239-252-8406. Thank you. DWIGHT E. BROCK, CLERK Ann Jennejohn, Deputy Clerk Attachments Phone- (239) 252-2646 Fax- (239) 252-2755 Website- www.CollierClerk.corn Email- CollierClerk@collierclerk.com I "'' -.... . .... . _. .... ... . . --ail 6 A 1 8 fedex.com 1.800.GoFedEx 1.800.463.3339 g i co N F bq SFS?• Li N S I t m 3 't")) 4; w x m cl' a I ' .r _ I �•0 C ' a t/) I .. C3` d D �• - `` Cra p 1. e/ m mS . • z'' • ro i J1 tl I , Go m• S CO Z.: r. = ►rt I ...0 C ca X av }!G: �I U f~w • y d CD � h,, cr L' n 'W N 'i J ru ..., m E �' -.J a' uI11J .r 1 Ln I' itig iig❑ - ilL El ❑ to l tr CI ❑ a R hi ; Ef o o iw c o m RIS :fEa iFE grFi. N' = a 3 B < da fo o a Hi 3 4s g * m rti -1. i3/11'frail ` a m a `'o 2D- 14 3 - ; m ' i m m m p .. 6ilf o L P & N V 5° v -v I W 5 3 —, ❑ El 1 /I L fig 3t,11 [II�+ I ..gE 9 a ❑ 8^ -Q oor n n a a Baa m gm a mix W- 1 ey m g I ® p^ = ' i a �� H 16A18 RESOLUTION 2016- 9 7 A RESOLUTION OF THE BOARD OF COUNTY COMMISIONERS OF COLLIER COUNTY, FLORIDA, MEMORIALIZING THE BOARD'S APPROVAL OF A TRANSPORTATION REGIONAL INCENTIVE PROGRAM AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION THAT PROVIDES STATE FUNDING FOR CONSTRUCTION OF AN EXTENSION OF LOGAN BOULEVARD FROM NORTH OF IMMOKALEE ROAD TO THE LEE/COLLIER COUNTY LINE AS A NEW TWO-LANE DIVIDED URBAN SECTION ROADWAY UNDER FINANCIAL PROJECT NO. 438268-1-58-01 AND AUTHORIZING THE BOARD'S CHAIR TO EXECUTE THE AGREEMENT. WHEREAS, on the below date the Board of County Commissioners of Collier County, Florida (the "Board") approved the execution of a Transportation Regional Incentive Program ("TRIP") with the Florida Department of Transportation ("FDOT") that provides for State funding for construction of an extension of Logan Boulevard from North of Immokalee Road to the Lee/Collier County Line as a new two-lane divided urban section roadway under Financial Project No. 438268-1-58-01 and authorized the Board's Chair to execute the TRIP agreement with FDOT;and WHEREAS, the FDOT requires the Board provide a resolution memorializing and confirming the Board's aforementioned affirmative vote to approve the TRIP agreement and authorization for the Chair to execute the JPA; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA,that; May On March k.b , 2016, the Board of County Commissioners approved by majority vote the TRIP agreement and authorized its Chair to execute that agreement. A certified copy of this Resolution is to be forwarded to FDOT along with the executed TRIP agreement. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E.BROCK,CLERK COLLIER COUNTY,FLORIDA By 1 Atfr, If 0.0 • By iito-)-71-‘4...,i oaf lerk DO FIALA,CHAIR Attest as a sianature Only. Item# ATvecA s to a d le ality: Agenda )51 4,44, Ill 11 Scott R. Teach, Date 5.11�� Deputy County Attorney Recd 'ep ,_ 1 6 A 1 8 Updated 09/08/2015 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION TRANSPORTATION REGIONAL INCENTIVE PROGRAM AGREEMENT This Transportation Regional Incentive Program Agreement ("Agreement") is between the STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION, ("DEPARTMENT") and COLLIER COUNTY,("COUNTY"). RECITALS A. The DEPARTMENT has the authority, under Section 334.044, Florida Statutes (F.S.) to enter into this Agreement. B. The Transportation Regional Incentive Program was created by Section 339.2819, F.S. to provide funds to improve regionally significant transportation facilities in "regional transportation areas"created pursuant to Section 339.155,F.S. C. The COUNTY has certified to the DEPARTMENT that it has met the eligibility requirements of Section 339.2819,F.S. D. The Collier County and Lee County Metropolitan Planning Organizations, acting as a designated regional partnership under Section 339.155, F.S. and formed by an interlocal agreement as amended March 20, 2009, resolution and have designated Logan Boulevard as a regional facility in their Regional Transportation Network,adopted October 21, 2011, with copies of which are incorporated into this Agreement and attached as Exhibit 1. E. The DEPARTMENT is willing to provide the COUNTY with financial assistance under Financial Project No. 438268-1-58-01 ("PROJECT") in accordance with Section 339.2819, F.S. F. The COUNTY by Resolution No.2011.4.- . t dated the lokk. day of 2016, a copy of which is attached to and made a part of this Agreement as Exht it 2, has authorized the Chairman of its Board of Commissioners or designee to enter into this Agreement. AGREEMENT In consideration of the mutual covenants in this Agreement,the parties agree as follows: 1. SERVICES AND PERFORMANCE A) The PROJECT consists of construction of an extension of Logan Boulevard from north of Immokalee Road to the Lee/Collier County Line as a new two-lane divided urban section roadway as further described in Exhibit A which is attached to and made a part of this Agreement. B) The COUNTY agrees to undertake the construction of the PROJECT in accordance with all applicable, federal, state and local statutes, rules and regulations, and standards. The COUNTY shall be responsible for obtaining clearances/permits required for the construction of the PROJECT from the appropriate permitting authorities. Upon completion of the PROJECT, the COUNTY shall certify to the DEPARTMENT that the PROJECT has been completed in accordance with the applicable standards, statutes,rules 16A18 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 2 of 25 and regulations in writing as provided in Exhibit E (Notice of Completion) which is attached to and made a part of this Agreement. C) The DEPARTMENT will be entitled at all times to be advised, at its request, as to the status of work being done by the COUNTY and of the details thereof. Coordination shall be maintained by the COUNTY with representatives of the DEPARTMENT. The COUNTY shall provide the DEPARTMENT with quarterly progress reports. D) The COUNTY shall utilize the U.S. Department of Homeland Security's E-Verify system to confirm the employment eligibility of all persons employed by the COUNTY during the term of the Contract to perform employment duties within Florida and all persons, contractors, including subcontractors, assigned by the COUNTY to perform work pursuant to the contract with the Department. E) The COUNTY shall not sublet, assign or transfer any work under this Agreement without prior written consent of the DEPARTMENT. F) All notices under this Agreement shall be directed to the following addresses: TO DEPARTMENT: TO COUNTY: Florida Department of Transportation Collier County TECM Jim Martin Andrew Miller Local Programs Coordinator Project Manager 801 N.Broadway Avenue 2885 Horseshoe Drive South Bartow,Florida 33830 Naples,Florida 34104 2. TERM A) The COUNTY shall perform the PROJECT activities in accordance with the following schedule as further described in Exhibit B (Schedule of Services) which is attached and made a part of this Agreement: (1) Construction contract to be let on or before December 31,2016. (2) Construction to be completed on or before December 31,2018. B) This Agreement shall not be renewed. Any extension shall be in writing and executed by both parties, and shall be subject to the same teens and conditions set forth in this Agreement and contingent upon the DEPARTMENT'S District Secretary's or Designee's Approval. 3. COMPENSATION AND PAYMENT A) The COUNTY and the DEPARTMENT agree to share the cost of this PROJECT (Financial Project No. 438268-1-58-01). The COUNTY agrees to provide 50% of the costs for PROJECT expenditures and the DEPARTMENT agrees to provide 50% 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 3 of 25 pursuant to Section 339.2819, F.S. B) The estimated total cost as set forth in the DEPARTMENT'S adopted work program for this PROJECT is $5,327,472.00 (Five Million Three Hundred Twenty-Seven Thousand Four Hundred Seventy-Two Dollars). The estimated COUNTY share of the PROJECT is $2,663,736.00 (Two Million Six Hundred Sixty-Three Thousand Seven Hundred Thirty- Six Dollars). The estimated DEPARTMENT share of the PROJECT is $2,663,736.00 (Two Million Six Hundred Sixty-Three Thousand Seven Hundred Thirty-Six Dollars), not to exceed 50 percent of eligible project costs). The amounts are outlined in Exhibit C (Schedule of Funding) which is attached to and made a part of this Agreement. The parties further agree all remaining costs of the PROJECT will be borne by the COUNTY. i) In the event the COUNTY proceeds with the construction of the PROJECT with its own forces, the COUNTY will only be reimbursed for direct costs (this excludes general and administrative overhead). ii) All costs charged to the PROJECT shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of the charges. C) Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the DEPARTMENT under Section 334.044 (29), F.S. Invoices (3 copies) shall be submitted by the COUNTY in detail sufficient for a proper pre-audit and post audit thereof, based on the quantifiable, measurable, and verifiable units of deliverables as established in Exhibit A (Scope of Services). Deliverables must be received and accepted in writing by the DEPARTMENT'S Project Manager prior to payments. D) Entities providing goods and services to the DEPARTMENT should be aware of the following time frames. Upon receipt the DEPARTMENT has 5 working days to inspect and approve the goods and services. The DEPARTMENT has 20 days to deliver a request for payment (voucher) to the Department of Financial Services. The 20 days are measured from the latter of the date the invoice is received or the goods or services are received, inspected, and approved. If a payment is not available within 40 days, a separate interest penalty at a rate as established pursuant to Section 55.03(1), F.S. will be due and payable, in addition to the invoice amount,to the COUNTY. Interest penalties of less than one(1)dollar will not be enforced unless the COUNTY requests payment. Invoices that have to be returned to the COUNTY because of COUNTY preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the DEPARTMENT. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for COUNTIES who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 4 of 25 Ombudsman may be contacted at(850)413-5516 or by calling the Division of Consumer Services at 1-877-693-5236. E) Funds transferred to the COUNTY by the DEPARTMENT shall be segregated from other funds and invested by the COUNTY until their actual expenditure, in such income or revenue-producing investments as authorized by law for other COUNTY funds. All income, interest, or other revenues obtained from such investment shall be considered funds of the DEPARTMENT. The income, interest, or other revenues shall be remitted to the DEPARTMENT on a quarterly basis within fifteen (15) days of the close of the months March, June, September, and December, regardless of the month in which funds were received. Upon completion of the PROJECT, all remaining income, interest, or other revenues shall be returned to the DEPARTMENT. All refund or interest checks shall be made payable to: Florida Department of Transportation, and mailed to the DEPARTMENT address in Paragraph 1.F) of this Agreement; with the Project Number referenced and information included that identifies the interest period, amount of interest earned by account, name of depository, and interest rate. The documentation submitted to support interest earnings should include copies of bank or investment account statements,computational work sheets,etc. F) The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. In the event this Agreement is in excess of$25,000 and has a term for a period of more than one year, the provisions of Section 339.135(6)(a),F.S.,are incorporated: "The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written. made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executor only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of 25,000 dollars and which have a term for a period of more than 1 year." G)Any PROJECT funds made available by the DEPARTMENT pursuant to this Agreement which are determined by the DEPARTMENT to have been expended by the COUNTY in violation of this Agreement or any other applicable law or regulation shall be promptly refunded in full to the DEPARTMENT. Acceptance by the DEPARTMENT of any documentation or certifications, mandatory or otherwise permitted, that the COUNTY files shall not constitute a waiver of the DEPARTMENT'S rights as the funding agency to verify all information at a later date by audit or investigation. 16A18 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 5 of 25 H) Travel costs will not be reimbursed. I) Records of costs incurred under terms of this Agreement shall be maintained and made available upon request to the DEPARTMENT at all times during the period of this Agreement and for five years after final payment is made. Copies of these documents and records shall be furnished to the DEPARTMENT upon request. Records of costs incurred includes the COUNTY's general accounting records and the project records, together with supporting documents and records of the COUNTY and all subcontractors performing work on the project,and all other records of the COUNTY and subcontractors considered necessary by the DEPARTMENT for a proper audit of costs. 4. CAPITAL IMPROVEMENTS AND ROADWAY LEVEL OF SERVICE A) The PROJECT must be identified in the capital improvements element of the comprehensive plan that has been determined to be in compliance with Part II of Chapter 163, F.S. and with local government comprehensive plan policies relative to corridor management. The DEPARTMENT shall give priority consideration to projects with committed local funds. The PROJECT must be identified as a funded project in the capital improvements element. The capital improvements element must also include standards to ensure the availability of transportation facilities and the adequacy of those facilities to meet established acceptable levels of service. The intergovernmental coordination element requires coordination in establishing level of service standards for transportation facilities operated and maintained by the DEPARTMENT. B) The logical termini for the PROJECT are Logan Boulevard from north of Immokalee Road to the Lee/Collier County Line. C) The level of service (LOS) for the segment of Logan Boulevard between the logical termini for this PROJECT, as set forth above, shall be designated by COUNTY. The adopted LOS for this segment of new roadway will be LOS D. Upon implementation of the PROJECT,the anticipated LOS for this segment is LOS C. D) Upon the COUNTY election,the COUNTY may update its comprehensive plan to reflect the improved level of service for the segment of Logan Boulevard between the logical termini for this Project. 5. IN-KIND SERVICES AND RIGHT OF WAY DONATIONS(if applicable) A) In-kind services are goods, commodities, or services received in lieu of cash payments. Goods and commodities should be valued based on their current market value. B) Property donated by local governments for right of way as the local share for a qualified project,must comply with the requirements of the federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,as amended,42 U.S.C. 4601,et sec., and implementing federal regulations, 49 CFR Part 24 and 23 CFR Part 710, if federal funds will be used in any phase of the project. Other requirements for the acquisition of rights of way should be determined in accordance with guidelines established by the Office of Right of Way. 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 6 of 25 C) The DEPARTMENT has established specific right of way acquisition guidelines for the Transportation Regional Incentive Program. These guidelines can be found at and are incorporated into this Agreement by reference. D) The excess of an in-kind match valued in excess of the required match will not generally be applied towards another project. On a case by case basis, an exception may be made for project segments in a regional corridor that are part of an implementation plan for that corridor. 6. INDEMNITY AND INSURANCE A) INDEMNITY i) The COUNTY agrees to include the following indemnification in all contracts with contractors/subcontractors, consultants/sub-consultants, who perform work in connection with this Agreement: "The contractor/consultant shall indemnify, defend, save, and hold harmless the DEPARTMENT and all of its officers, agents or employees from all suits, actions, claims, demands, liability of any nature whatsoever arising out of, because of, or due to any negligent act or occurrence of omission or commission of the contractor/consultant,its officers,agents,or employees." B) LIABILITY INSURANCE. i) The COUNTY or cause its contractor/consultant to carry and keep in force during the period of this Agreement a general liability policy or policies with a company or companies authorized to do business in Florida, affording public liability insurance with combined bodily injury limits of at least $1,000,000 per person and subject to that limit per person $5,000,000 for each occurrence, and property damage insurance of at least$50,000 for each occurrence and subject to that limit for each occurrence a total of $100,000 during the policy period, for the services to be rendered in accordance with this Agreement. However, in the event the COUNTY maintains a self-insurance fund to cover such liability,the COUNTY agrees to maintain sufficient reserves in the fund to pay the above-described liability limits. In addition to any other forms of insurance or bonds required under the terms of this Agreement, the COUNTY must comply or cause its contractor to comply with Section 7-13 of the DEPARTMENTS Standard Specifications for Road and Bridge Construction (2015), as amended. The DEPARTMENT must be included as an additional insured party on the liability insurance policies described in this Agreement. C) WORKERS' COMPENSATION. i) The COUNTY shall also carry or cause its contractor/consultant to keep in force Workers' Compensation insurance as required for the State of Florida under the Workers' Compensation Law. 7. COMPLIANCE WITH LAWS 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 7 of 25 A) The COUNTY shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, F. S., made or received by the COUNTY in conjunction with this Agreement. Failure by the COUNTY to grant such public access shall be grounds for immediate unilateral cancellation of this Agreement by the DEPARTMENT. B) The COUNTY shall comply with all federal, state. and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Agreement. C) No funds received pursuant to this Agreement may be expended for lobbying the Legislature,the judicial branch,or a state agency. D) The COUNTY and the DEPARTMENT agree that the COUNTY, its employees, and subcontractors are not agents of the DEPARTMENT as a result of this Agreement for purposes other than those set out in Section 337.274,F. S. 8. AUDIT AND MONITORING REQUIREMENTS A) The administration of resources awarded by the DEPARTMENT to the COUNTY may be subject to audits and/or monitoring by the DEPARTMENT, as described in this section. In addition to reviews of audits conducted in accordance with OMB Circular A- 133, as revised, and Section 215.97, F.S., monitoring procedures may include, but not be limited to, on-site visits by the DEPARTMENT staff, limited scope audits as defined by OMB Circular A-133. as revised, and/or other procedures. By entering into this Agreement, the COUNTY agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the DEPARTMENT. In the event the DEPARTMENT-determines that a limited scope audit of the COUNTY is appropriate, the COUNTY agrees to comply with any additional instructions provided by DEPARTMENT staff regarding such audit. The COUNTY further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the state Chief Financial Officer(CFO)or Auditor General. B) The COUNTY, as a non-state entity as defined by Section 215.97(2)(m), F.S., is required to have audits performed annually using the following criteria: i) In the event that the COUNTY expends a total amount of state financial assistance equal to or in excess of$500,000 in any fiscal year of the COUNTY, the COUNTY must have a state single or project-specific audit for such fiscal year in accordance with Section 215.97, F.S.; applicable rules of the Executive Office of the Governor and the state CFO;and Chapters 10.550(local government entities) or 10.650 (non-profit and for-profit organizations), Rules of the Auditor General. In determining the state financial assistance expended in its fiscal year, the COUNTY shall consider all sources of state financial assistance received from DEPARTMENT,other state agencies,and other non-state entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a non-state entity for Federal program matching requirements. 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 8 of 25 ii) In connection with the audit requirements, the COUNTY shall ensure that the audit complies with the requirements of Section 215.97(8), F.S. This includes submission of a financial reporting package as defined by Section 215.97(2)(e), F.S., and Chapters 10.550 (local government entities) or 10.650 (non-profit and for-profit organizations),Rules of the Auditor General. iii) If the COUNTY expends less than $500,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, F.S., is not required. In the event that the COUNTY expends less than $500,000 in state financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, F.S., the cost of the audit must be paid from non-state entity's resources (i.e., the cost of such an audit must be paid from the COUNTY's resources obtained from other than State entities). iv) State awards are to be identified using the Catalog of State Financial Assistance (CSFA) title and number, award number and year. and name of the state agency awarding it. v) The COUNTY shall follow up and take corrective action on audit findings. Preparation of a summary schedule of prior year audit findings, including corrective action and current status of the audit findings is required. Current year audit findings require corrective action and status of findings. vi) Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved. Access to project records and audit work papers shall be given to the DEPARTMENT, the state CFO, and the Auditor General. This section does not limit the authority of the DEPARTMENT to conduct or arrange for the conduct of additional audits or evaluations of state financial assistance or limit the authority of any other state official. vii) Copies of reporting packages, reports, or management letters required by this Agreement shall be submitted by or on behalf of the COUNTY directly to the following offices: Florida Department of Transportation State of Florida Auditor General Room 401,Claude Pepper Building 111 West Madison Street Tallahassee,FL 32399-1450 viii) Any reports, management letter, or other information required to be submitted to the DEPARTMENT pursuant to this Agreement shall be submitted timely in accordance with OMB Circular A-133. Florida Statutes, and Chapters 10.550 (local government entities) or 10.650 (non-profit or for-profit organizations), 0 1 6 A 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 9 of 25 Rules of the Auditor General,as applicable. ix) The COUNTY, when submitting financial reporting packages to the DEPARTMENT for audits done in accordance with OMB Circular A-133 or Chapters 10.550 (local government entities) or 10.650 (non-profit or for-profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the COUNTY in correspondence accompanying the reporting package. x) The COUNTY shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of at least five years from the date the audit report is issued, and shall allow the DEPARTMENT, or its designee, the state CFO or Auditor General access to such records upon request. The COUNTY shall ensure that the independent audit working papers are made available to the DEPARTMENT, or its designee, the state CFO. or Auditor General upon request for a period of at least five years from the date the audit report is issued.unless extended in writing by the DEPARTMENT. (C) The COUNTY must include the audit and record keeping requirements in this Section 8 in contracts and subcontracts entered into by the COUNTY with any party for work required in the performance of this Agreement. (D) The COUNTY shall, three (3) months after the date of execution of this Agreement and every three (3) months thereafter, provide the DEPARTMENT with quarterly progress reports. Each quarterly report shall contain a narrative description of the work completed and whether the work is proceeding according to the project schedule; a description of any change orders executed by the COUNTY; a budget summary detailing planned expenditures compared to actual expenditures; and identification of each small or minority business enterprise used as contractors or subcontractors. Records of all progress payments made for work in connection with such transportation projects, and any change orders executed by the COUNTY and payments made pursuant to such orders, shall be maintained by the COUNTY in accordance with accepted governmental accounting principles and practices and shall be subject to fmancial audit as required by law. (E)Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the DEPARTMENT at all times during the period of this Agreement and for five(5)years after final payment is made. Copies of these documents and records shall be furnished to the DEPARTMENT upon request. Records of costs incurred include the COUNTY's general accounting records and the PROJECT records, together with supporting documents and records, of the contractor and all subcontractors performing work on the PROJECT, and all other records of the Contractor and subcontractors considered necessary by DEPARTMENT for a proper audit of costs. 9. TERMINATION AND DEFAULT A) This Agreement may be canceled by either the COUNTY or the DEPARTMENT upon 16A18 CSFA No. 55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 10 of 25 sixty (60) days written notice. If the DEPARTMENT is terminating the Agreement, the DEPARTMENT shall notify the COUNTY of such termination with instructions as to the effective date of termination or specify the state of work at which the Agreement is to be terminated. B) If the DEPARTMENT determines that the performance of the COUNTY is not satisfactory,the DEPARTMENT shall have the option of(a) immediately terminating the AGREEMENT. or (b) notifying the COUNTY of the deficiency with a requirement that the deficiency be corrected within a specified time, otherwise the AGREEMENT will be terminated at the end of such time,or(c)taking whatever action is deemed appropriate by the DEPARTMENT. C) If the Agreement is terminated before performance is completed, the COUNTY shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the contract price as the amount of work satisfactorily completed is a percentage of the total work called for by this Agreement. All work in progress will become the property of the DEPARTMENT and will be turned over promptly by the COUNTY. 10. MISCELLANEOUS A) All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. B) The DEPARTMENT shall not be obligated or liable hereunder to any party other than the COUNTY. C) In no event shall the making by the DEPARTMENT of any payment to the COUNTY constitute or be construed as a waiver by the DEPARTMENT of any breach of covenant or any default which may then exist,on the part of the COUNTY,and the making of such payment by the DEPARTMENT while any such breach or default exists shall in no way impair or prejudice any right or remedy available to the DEPARTMENT with respect to such breach or default. D) This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein. The parties agree that all commitments, agreements, or understandings concerning the subject matter of this Agreement are contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representation or agreements whether oral or written. It is further agreed that no modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed by the COUNTY and the DEPARTMENT. E) If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having the jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect provided that the part of this Agreement thus invalidated or declared 0 16A18 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 11 of 25 unenforceable is not material to the intended operation of this Agreement. F) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue of any judicial proceedings arising out of this Agreement shall be in Leon County,Florida. G) This Agreement shall be effective upon execution by both parties and shall continue in effect and be binding on the parties until the PROJECT is completed and accepted and payment made by the DEPARTMENT or terminated in accordance with Section 9 Termination and Default. H) An entity or affiliate which has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity,and may not transact business with any public entity. I) A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F. S., for Category Two for a period of 36 months from the date of being placed on the convicted vendor list. J) The COUNTY: i) shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the COUNTY during the term of the contract; and ii) shall expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. K) The contractor/consultant/vendor agrees to comply with s. 20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with s. 20.055(5), Florida Statutes. 0 16A18 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 12 of 25 IN WITNESS WHEREOF,the parties have executed this Agreement on the date(s)below. COLLIER COUNTY,FLORIDA r Al"PEST141t).-777144/ f"L` Q.El, st n'S` (Seal) CHAIRMAN OR DESIGNEE signature only. Zo i 4.0 onc.a C'ko\a Date Print Name Date STATE OF FLORIDA,DEPARTMENT OF TRANSPORTATION By: DISTRICT SECRETARY OR DESIGNEE Print Name Date Approved to forman4iegahty Legal Review: Scott R.Teach, r ty County Attoni y�. Date See attached Encumbrance Form for date of funding approval by Comptroller 16A18 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 13 of 25 EXHIBIT- 1 Copy of Interlocal Agreement INTERLOCAL AGREEMENT FOR JOINT REGIONAL TRANSPORTATION PLANNING AND COORDINATION BETWEEN THE COLLIER AND LEE COUNTY MPOS AMENDED March 20,2009 This INTERLOCAL AGREEMENT(hereinafter the Agreement)is made and entered into as of March 20, 2009 by and between the Collier Metropolitan Planning Organization(hereinafter the Collier MPO) and the Lee County Metropolitan Planning Organization (hereinafter the Lee County MPO). Whereas,the Lee County and Collier Metropolitan PIanning Organizations(MPOs)are the duly designated and constituted agencies responsible for carrying out the metropolitan transportation planning and programming processes for the Cape Coral and Bonita Springs-Naples Urbanized Areas;and Whereas, the 2000 Census, while identifying distinct and separate Bonita Springs-Naples and Cape Coral Urbanized Areas,also determined that the Naples Urbanized Area had expanded into the metropolitan planning area of the Let County MPO to become the Bonita Springs-Naples Urbanized Area;and Whereas, the elected and appointed officials comprising the policy boards of the Collier MPO and the Lee County MPO recognize the benefits of regional cooperation;and Whereas, on October 17, 2002, at a joint meeting, the members of the Collier MPO and Lee County MPO voted unanimously for staff not to pursue consolidation of the MPOs or alter their common metropolitan planning area boundary;and Whereas, on October 17, 2002, at a joint meeting, the members of the Collier MPO and Lee County MPO voted unanimously for staff to coordinate transportation planning and policy activities in this bi-county region to promote regional transportation solutions and enhance overall regional transportation system efficiency using a straightforward, resourceful method; and Whereas,by Joint Resolution 2003-1 adopted on February 14,2003 by the Collier MPO and on March 21, 2003 by the Lee County MPO the parties agreed that the MPOs would continue coordination efforts by having a member of each MPO's staff serve as a voting member of the other's technical advisory committee and by holding joint MPO policy board meetings at least annually,and when necessary to resolve otherwise irresolvable differences;and Whereas, staff and policy board members from both the Collier and Lee County MPOs also already coordinate regional transportation issues through participation in the Metropolitan Planning Organization Advisory Council (MPOAC), the District One Coordinated Urban Transportation Studies (CUTS) Committee, and the Southwest Florida Regional Planning Council(SWFRPC);and Interlocal Coordination Agreement between Collier County anti Lee County MPOs 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 14 of 25 Whereas, the Collier and Lee County MPOs are currently cooperating with each other in the development of a single bi-county travel demand model for use in the 2035 updates of both their long range transportation plans;and Whereas, the Collier MPO and Lee County MPO both received letters from the District One Secretary in October 2003 asking them to enter into a more formal interlocal agreement to develop a joint long range transportation plan, joint regional priorities, a joint regional public involvement process, and a joint regional model, and specifying time frames for their completion;and Whereas, at their October 17, 2003 joint meeting, the Collier and Lee County MPOs directed their staffs to develop such an agreement;and Whereas, the Collier and Lee County MPOs executed such an agreement on January 27, 2004 and amended it in January 2006;and Whereas,certain provisions of the amended agreement now need updating; NOW,THEREFORE,in consideration of the covenants made by each party to the other and of the mutual benefits to be realized by the parties hereto, the Collier MPO and Lee County MPO hereby agree as follows- Section 1. Authority. This Interlocal Agreement is entered into pursuant to the general authority of Sections 339.175, Florida Statutes, relating to metropolitan planning organization, and 163.01, Florida Statutes,relating to interlocal agreements. Section 2. Purpose. The purpose of this Agreement is to promote and establish a forum for communication and coordination between the Collier and Lee County MPOs and to foster joint regional cooperation and conduct regarding transportation planning in accordance with Section 339.175, Florida Statutes, 23 C.F.R. 450.312, and the goals and requirements of the Transportation Equity Act for the 21"Century and its successor legislation. More specifically, this Agreement establishes the commitment by the parties to develop joint regional transportation planning products and processes for the bi-county region of Collier and Lee Counties and provides targeted timeframes for the accomplishment of these products and processes. This Agreement incorporates the provisions of and supersedes Joint Resolution 2003-1 of the Collier and Lee County MPOs. Section 3. Staff—level Coordination. Each party will continue to maintain a representative of the other party's staff agency as a voting member of its Technical Advisory Committee. Section 4. Joint Meetings and Quorum Requirements. Joint meetings of the governing boards, and advisory committees of the Collier and Lee County MPOs will be held at least annually. Quorum requirements for each MPO's Technical Advisory Committee at the joint lnteriocal Coordination Agreement between Collier County and Lee County MPOs 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 15 of 25 meetings will be 'h its membership after leaving out the FDOT, SWFRPC and MPO staff representatives from the quorum calculations. However, during voting on any items, while the FDOT and SWFRPC representatives will each have a single vote, MPO representatives will abstain from voting as they provide the administrative support at these meetings. Quorum requirements for each MPO's Citizens Advisory Committee at the joint meetings will be seven (7)for the Lee CAC and four(4)for the Collier CAC. Section 5. Planning Products and Timeframes. The parties hereby agree to coordinate and collaborate in good faith and with due diligence to develop the following joint regional planning products by the target dates set out by each product described below: (a) Joint Regional Transportation Model The parties are working together to develop a coordinated update to the bi- county model to 2035 using the same consultant. The 2035 Long Range Transportation Plans are targeted to be completed by December 2010.. The standing joint Model Coordination Committee, comprising representatives of the Collier MPO, Lee County MPO, Collier County Department of Transportation, Lee County Department of Transportation, a City representative from each MPO, Southwest Florida Regional Planning Council, and FDOT, will oversee and coordinate the development,validation,use,maintenance,and future improvement of this model. The parties agree to continue to support and coordinate all travel demand modeling activities through this committee,which will continue to meet at least twice a year to maintain and update the joint model. (b) Joint Regional Long Range Transportation Plan(LRTP) The parties will continue to maintain and update as necessary the Joint Regional Multi-Modal Transportation System. The system will continue to remain a component of each MPO's LRTP and will continue to identify a two-tiered network of regionally significant transportation corridors, facilities, and services. The first order network comprises those corridors, facilities, and services that are of importance and concern to both parties. The second order network comprises the remaining corridors, facilities, and services deemed regionally significant. This system may subsequently be reconsidered and revised as necessary, at the request of either MPO. During the development of each MPO's 2035 LRTP update, the parties agree to identify where improvements to the first order network may be needed, to propose and test appropriate alternative system improvements, and update the current joint regional long range transportation plan addressing those needs. The parties further agree to incorporate this regional plan in the updates of their own LRTPs, and to agree on any Interlocal Coordination Agreement between Collier County and Lee County MPOs 0 16A18 CSFA No.55.026 FINANCIAL PROJECT NO.:43 8268-1-58-01 COLLIER COUNTY Page 16 of 25 refinements or modifications to the regional plan that either MPO may wish to include in its LRTP prior to or concurrent with the adoption of their LRTPs. The joint regional long range transportation plan shall be published in and adopted as part of each MPO's LRTP. The target date for adoption of the initial LRTPs thus coordinated is December 2010. The parties agree that subsequent amendments to their LRTPs affecting the joint regional long range transportation plan must be approved by both MPOs' governing boards. (c) Joint Regional Project Priorities On the basis of the Joint Regional Multi-Modal Transportation System addressed in paragraph 5(b) above, the MPOs agree to continue adopting priorities for funding unprogrammed improvements on the identified first order network that will be competing for statewide discretionary funding within the next six fiscal years, and include said projects in the respective MPO's project priorities adopted in the summer. The MPOs also agree to continue adopting priorities jointly for improvements to transportation facilities and services on the identified first and second order networks that are competing for funding through the state's Transportation Regional Incentive Program (TRIP). Both sets of Joint Regional Project Priorities must be adopted by each MPO's governing board. Either MPO governing board may require that the Joint Regional Project Priorities be reconsidered at any time. This collaboration and the products developed will recur each subsequent year during the duration of this Agreement and will be a continuing obligation and commitment. (d) Joint Regional Public Involvement Process Component The parties will collaborate to maintain the Joint Regional Public Involvement Component which shall continue to be included in each MPO's existing Public Involvement Plan. This Joint Regional Component prescribes public notice and outreach actions and measures to assure public access and involvement for all joint regional activities including development of the Joint Regional Long Range Transportation Plan component and annual regional priority list within the bi-county area. Any amendments to this Joint Regional Public Involvement Process Component must be approved by both MPO's governing boards'. (e) Joint Regional Web Page The parties will collaborate to maintain the Collier and Lee County MPO Joint Regional Web Page. The Web Page is hosted in the Lee County MPO Web Site, and maintained and updated as necessary by Lee County MPO staff. A link to this web page will continue to be provided in the Collier MPO Web Site. Interlocal Coordination Agreement between Collier County and Lee County MPOs 1618 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 17 of 25 Section 6. Staff Services and Costs. The directors and staffs of each MPO will be responsible for development and maintenance of the joint regional products identified in this Agreement, subject to review and final approval by each MPO governing board. In this regard, each MPO will cooperate to assign and share equitably the needed staff resources to accomplish these regional efforts as specified in their respective Unified Planning Work Programs (UPWP) The cost of staff or consultant services provided by one party for the mutual benefit of both parties shall be split between the parties in proportion to their annual allocations of FHWA planning funds as shown in their latest adopted Unified Planning Work Programs. Similarly, direct costs for the joint regional efforts and products identified in this Agreement will be split between the parties in proportion to their annual allocations of FHWA planning funds. Either party may also provide staff services to, or provide for the use of its consultants by, the other party, in which event the benefiting party shall reimburse the party providing the services for its full cost of the services rendered, including any associated direct expenses and any applicable share of personnel benefits and allocated indirect costs. The parties agree to invoice each other at the end of each monthly or quarterly accounting period for all expenses thus incurred on the other's behalf during that period. The parties further agree, as may be necessary in order to carry out the terms and commitments of this Agreement, to cooperate in seeking federal,state and local funding for the joint regional products to be developed. Section 7. Conflict Resolution. The parties to this Agreement concur that if an issue is otherwise irresolvable, their staffs will organize a joint meeting of the MPO governing boards to resolve said matter. If the parties are unable to resolve the issue at the joint meeting, they agree to submit the issue to the Southwest Florida Regional Planning Council for non-binding arbitration. Notwithstanding any such resolution process, the parties to this agreement do not waive their respective rights to seek declaratory judgment as provided in Chapter 86, Florida Statutes. Section 8. Duration of Agreement. This Agreement shall have an initial term of five (5) years, commencing on the date first above written, and shall automatically renew at the end of five (5) years for an additional five (5)-year term and every five years thereafter unless terminated or rescinded as set out in Section 10, herein. Prior to the end of each five (5)-year term, the parties shall reexamine the terms hereof for possible amendment. However, the failure to amend or reaffirm the terms of this Agreement shall not invalidate or otherwise terminate this Agreement. Section 9. Modification. This Agreement may be modified at any time, but only by a new or addendum interlocal agreement duly signed by both parties. Section 10. Termination-Rescission. This Agreement shall continue in force unless terminated with or without cause by either party by providing thirty (30)days written notice to the other party. Section 11. Liability. The parties agree that nothing created or contained in this Agreement shall be construed, interpreted or inferred to establish any joint liability amongst or between one or more of the parties by the actions or omissions of its individual employees or Interlocal Coordination Agreement between Collier County and Lee County MPOs 16A18 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 18 of 25 agents acting pursuant to the terms of this Agreement. In this regard, each party agrees that it shall be solely responsible and bear its own cost of defending any claim or litigation arising out of the acts or omissions of its employees or agents for actions or omissions in carrying out the terms and provisions of this Agreement. Finally, pursuant to Section 768.28, Florida Statutes each party agrees to indemnify, hold harmless and defend the other party against any claims or causes of action based upon the individual acts or omissions of its employees or agents. Section 12. Notice. Any notice provided for herein, including the written notice referenced in Section 10 above, shall be provided by Certified Mail, Return Receipt Requested, to the other party's representatives listed below at the following addresses: Director Director Collier MPO Lee County MPO 2885 South Horseshoe Drive 1926 Victoria Avenue Naples, Florida 34104 Fort Myers,Florida 33901-3414 Notice shall be deemed received on the first business day following actual receipt of the notice. The parties will promptly notify the other in writing of any change to their respective addresses. As required by Section 163.01(11), Florida Statutes, this Interlocal Agreement and all future amendments hereto shall be filed with the Clerks of the Circuit Courts of Collier and Lee Counties,Florida. IN WITNESS WHEREOF, the parties herein have ex' uted this Agreement by their duly authorized officials as of the day and year written below. INK Commissioner Halas,Chair Michael landers, hair Collier MPO Lee County MPO March 20,2009 March 20,2009 Appr7j as toform,a9 legal sufficiency: Scott `.Tcacl tsst +Hier Con, y Attorney ir-f79 Jed Schneck, Lee C. maty MPO rrrney Interlocal Coordination Agreement between Collier County and Lee County MPOs 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 19 of 25 [.1_ r' -----) z o CV J ¢ N– M M N p —1W _2 _ � o ate- o Co zo w ____ 1 F-- .a o R z _ gk �� 'i a o8P - mt w N W d g FY Ce a r- 1 3 ......... , iti 1 a III "8 Lt ei Orr J11 i 9 Pon wasItifiliit es 1.*en "....'=-1: 44, .6 ,,rnh --...1.30.,. 7,g li . . . . -'111141.10 106. SI li I GIt Imili1li Env r r, o vig—, ...„.ca...•, 111‘ sw�. , f •i I VIG'2's -a i _ i__ 7:: . N ni 01•+r•.11 1 i1_L.. . d m v 1 F- ' _a.. s a. �Z „,..0 `� e_ r m o Sii , ` v mc, E ceo I 1� C a (.4u'� a s vii 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 20 of 25 EXHIBIT - 2 COPY OF RESOLUTION C�' 1 6 A 1 8 RESOLUTION 2016- 9 7 A RESOLUTION OF THE BOARD OF COUNTY COMMISIONERS OF COLLIER COUNTY, FLORIDA,MEMORIALIZING THE BOARD'S APPROVAL OF A TRANSPORTATION REGIONAL INCENTIVE PROGRAM AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION THAT PROVIDES STATE FUNDING FOR CONSTRUCTION OF AN EXTENSION OF LOGAN BOULEVARD FROM NORTH OF IMMOKALEE ROAD TO THE LEE/COLI JFR COUNTY LINE AS A NEW TWO-LANE DIVIDED URBAN SECTION ROADWAY UNDER FINANCIAL PROJECT NO. 438268-1-58-01 AND AUTHORIZING THE BOARD'S CHAIR TO EXECUTE THE AGREEMENT. WHEREAS, on the below date the Board of County Commissioners of Collier County, Florida (the "Board") approved the execution of a Transportation Regional Incentive Program ("TRIP") with the Florida Department of Transportation ("FDOT") that provides for State funding for construction of an extension of Logan Boulevard from North of Immokalee Road to the Lee/Collier County Line as a new two-lane divided urban section roadway under Financial Project No.438268-1-58-01 and authorized the Board's Chair to execute the TRIP agreement with FDOT;and WHEREAS, the FDOT requires the Board provide a resolution memorializing and confirming the Board's aforementioned affirmative vote to approve the TRIP agreement and authorization for the Chair to execute the JPA; NOW, THEREFORE,BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA,that; May On Mareit , 2016, the Board of County Commissioners approved by majority vote the TRIP agreement and authorized its Chair to execute that agreement. A certified copy of this Resolution is to be forwarded to FDOT along with the executed TRIP agreement. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E.BROCK,CLERK COLLIER COUNTY,FLORIDA By $ �'j i)C,. • By Irrn+t.' c7feAc-Cd. - t..� lerk DONNA FIALA,CHAIR Attest as signature only. Apprdvecc a.s to fdrtn mid legality: Scott R.Teach, Deputy County Attorney 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 21 of 25 Exhibit A SCOPE OF SERVICES The general objective is for Collier County to provide contract administration, management services, construction engineering and inspection services and quality acceptance reviews of all work associated with the construction of the associated improvements. Services performed shall be in conformity with the Contract Plans and Project Specifications. The services performed shall be in accordance with the FDOT Manual of Uniform Minimum Standards for Design, Construction and Maintenance for Streets and Highways and applicable County manuals, guidelines and specifications. The project involves new roadway construction to extend Logan Boulevard, a two-lane divided facility. The improvement will begin approximately 2.274 miles north of the existing intersection of lmmokalee Road, at the existing Parklands Development entrance, and continue to the Lee/Collier County Line. a distance of approximately 1.448 miles. The proposed typical section will be an urban section comprised of a single travel lane in each direction. A 10-foot minimum asphalt multi-use path will be provided on the west side of the roadway. Deliverables included in the Scope of Services are as follows: 1. Prepare bid package and specifications for bidding process.Award bid to contractor. 2. Provide Construction Engineering and Inspection(CEI)and Quality Assurance Engineering to document construction as per specifications. 3. Furnish and install pavement structure,curb and gutter and multi-use path as identified in plans, for approximately 1.448 miles of Logan Boulevard. 4. Furnish and install drainage improvements, as identified in the plans,to accommodate the proposed improvement. Includes stormwater management facilities and all specified appurtenances and requirements. 5. Maintain existing traffic during the entire construction period. 6. Furnish and install signing and pavement markings to meet the latest MUTCD standards. 7. Construct or reconstruct,as appropriate, side streets and turnout connections. 8. Coordinate relocation of all affected utilities within the project limits. 9. Provide, upon completion of construction, Final As-built Construction Plans, signed and sealed by a Professional Engineer, registered in the State of Florida. 10. Coordinate construction activities with other construction projects that are impacted by or impact this project. This includes projects under the jurisdiction of local governments or other regional and state agencies. 0 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 22 of 25 Exhibit B SCHEDULE OF SERVICES Construction contract to be let on or before December 31,2016 Construction Contract to be completed on or before December 31,2018. Rest of this page intentionally left blank 1. 6 A18 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 23 of 25 Exhibit C SCHEDULE OF FUNDING By and through this Transportation Regional Incentive Grant Program Agreement with the COUNTY, the DEPARTMENT agrees to reimburse the COUNTY up to, but not to exceed $2,663,736.00(Two Million Six Hundred Sixty-Three Thousand Seven Hundred Thirty-Six Dollars), for actual costs incurred on this Project,excluding COUNTY overhead. Rest of this page intentionally left blank 1 6 A 1 8 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 24 of 25 EXHIBIT D STATE FINANCIAL ASSISTANCE(FLORIDA SINGLE AUDIT ACT) STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: SUBJECT TO SECTION 215.97, FLORIDA STATUTES: Awarding Agency: Florida Department of Transportation State Project Title: TRANSPORTATION REGIONAL INCENTIVE PROGRAM(TRIP) CSFA Number: 55.026 `Award Amount: $2,663,736.00 "The state award amount may change with supplemental agreements Specific project information for CSFA Number 55.026 is provided at: iit% 5:!!apps.tidts.C:omgsaafsearcro atr.icg,asPx COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT: State Project Compliance Requirements for CSFA Number 55.026 are provided at: The State Projects Compliance Supplement is provided at: ;ps:.lapps,fldfs.comifsaa;cornplhance.aspx 16A18 CSFA No.55.026 FINANCIAL PROJECT NO.:438268-1-58-01 COLLIER COUNTY Page 25 of 25 EXHIBIT E NOTICE OF COMPLETION TRANSPORTATION REGIONAL INCENTIVE GRANT PROGRAM AGREEMENT Between THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION And COLLIER COUNTY PROJECT DISCRIPTION: New roadway construction to extend Logan Boulevard, a two-lane divided facility. The improvement begins approximately 2.274 miles north of the existing intersection of Immokalee Road, at the existing Parklands Development entrance, and continue to the Lee/Collier County Line, a distance of approximately 1.448 miles. FINANCIAL MANAGEMENT ID#438268-1-58-01 In accordance with the Terms and Conditions of the AGREEMENT, the undersigned hereby provides notification that the work authorized by this Agreement is complete as of COLLIER COUNTY, FLORIDA By: Name: Title: ENGINEER'S CERTIFICATION OF SUBSTANTIAL COMPLIANCE In accordance with the Terms and Conditions of the AGREEMENT, the undersigned hereby certifies that all work which originally required certification by a Professional Engineer has been completed in substantial compliance with the PROJECT construction plans and specifications. If any deviations have been made from the approved plans, a list of all deviations, along with an explanation that justifies the reason to accept each deviation, will be attached to this Certification. Also, with submittal of this certification, the COUNTY shall furnish the DEPARTMENT a set of "as-built" plans certified by the Engineer of Record/CEI. By: , P.E. SEAL: Name: Date: 16A1 INSTR 5267040 OR 5274 PG 411 RECORDED 5/17/2016 4:29 PM PAGES 13 DWIGHT E. BROCK, CLERK OF THE CIRCUIT COURT COLLIER COUNTY FLORIDA REC$112.00 AMENDED AND RESTATED DEVELOPER AGREEMENT PARKLANDS DEVELOPMENT THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into this leday of '' \ , 2016, by and between Parklands Associates I, LLLP, a Florida limited liability limited partship (hereinafter referred to as the "Developer"), whose address is 1600 Sawgrass Corporate Parkway, Suite 400, Sunrise, Florida 33323, and the Board of County Commissioners of Collier County, Florida, as the governing body of Collier County, a political subdivision of the State of Florida (hereinafter referred to as the"County"). RECITALS: WHEREAS, the Developer and the County entered into that certain Developer Agreement dated as of July 24, 2012 and recorded in Official Records Book 4822, Page 3566, of the Public Records of the Collier County, Florida (the"Original Agreement"),with respect to the property commonly known as the Parklands RPUD (the "Development"), which is more particularly described in the Original Agreement;and WHEREAS, in accordance with the Original Agreement, the County has modified its five-year transportation capital improvement program to add a project for the construction of a two-lane extension of Logan Boulevard from Immokalee Road north to connect to Bonita Beach Road in Lee County,which project is known as Logan Boulevard North("Logan North");and WHEREAS, Logan North has been constructed from Immokalee Road north to the project entrance of the Development; and WHERAS, the remaining portion of Logan North consists of two phases, with Logan North Phase 1 being construction of Logan North from its current terminus at the project entrance of the Development north to the Collier County/Lee County line and Logan North Phase 2 being construction of Logan North from the Collier County/Lee County line north to Bonita Beach Road;and WHEREAS, the State of Florida Department of Transportation ("FDOT") has agreed to provide Transportation Regional Incentive Program funds to the County towards the construction of Logan North Phase 1 in accordance with Section 339.2819, F.S. (collectively, the "TRIP Project"), and in connection therewith the County and FDOT are entering into a Transportation Regional Incentive Program (the "TRIP Agreement") pursuant to which the County will construct Logan North Phase 1; and WHEREAS, the Developer has agreed to construct Logan North. Phase 2 as more particularly described in paragraph 9 below;and 1 16A18 WHEREAS, the Developer has also agreed to construct an improvement at the intersection of Logan North and Immokalee Road as more particularly described in paragraph 10 below(the"Logan/Immokalee Intersection Improvement");and WHEREAS, it is in the best interest of the County for the Developer to enter into this Agreement because it will help finance and accelerate the construction of Logan North and the Logan/Immokalee Intersection Improvement; WHEREAS, this Agreement is structured to ensure that Adequate Public Facilities are available to serve the Development concurrent with the impacts of the Development on said public facilities; and WHEREAS,the parties have agreed to certain terms and conditions set forth below;and WHEREAS, the Growth Management Department Head has recommended to the Board of County Commissioners that the improvements set forth in this Agreement(hereinafter referred to as the "Proposed Plan") are in conformity with contemplated improvements and additions to the County's transportation network; and WHEREAS, after reasoned consideration by the Board of Commissioners, the Board finds and reaffirms that: a. The Proposed Plan is in conformity with the contemplated improvements and additions to the County's transportation system; b. The Proposed Plan, viewed in conjunction with other existing or proposed plans, including those from other developers,will not adversely impact the cash flow or liquidity of the County in such a way as to frustrate or interfere with other planned or ongoing growth-necessitated capital improvements and additions to the County's transportation system;and c. The Proposed Plan is consistent with both the public interest and with the comprehensive plan, including the five-year capital improvement program for the County's transportation system and the adopted Long Range Transportation Plan. WITNESSETH: NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration exchanged between the parties,the parties agree as follows: 1. All of the above recitals and any exhibits referenced therein are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below. 2 16A18 Logan North Right-of-Way,Plans and Permits 2. The Developer and the County acknowledge and agree that the Developer has previously dedicated to the County eighty (80) feet of right-of-way within Collier County for Logan North Phase I pursuant to the Original Agreement, and the Developer has previously delivered a deed in escrow to the City of Bonita Springs dedicating to Lee County seventy-five (75)feet of right-of-way within Lee County for Logan North Phase 2.The County acknowledges that such deed in escrow conveys only a portion of the right-of-way (the western 75 feet) for Logan North Phase 2. The balance of required right-of-way for Logan North Phase 2 (the eastern 75 feet) is not owned by the Developer and shall not be the responsibility of the Developer to provide. The County further acknowledges and agrees that: (i) the County has approved the plans and issued a right-of-way permit for Logan North Phase 1, (ii) the City of Bonita Springs has approved the plans for Logan North Phase 2, and (iii) the approved plans provide for storm water retention for Logan North Phase 1 and Logan North Phase 2. The Developer will not be entitled to receive any impact fee credits for the design and permitting, dedication of right-of-way or provision of storm water retention for Logan North Phase 1 or Logan North Phase 2. 3. The Developer will provide the County storm water management outfalls and easements within the Development in accordance with the approved plans for Logan North Phase 1. The storm water management system for the Development shall be designed to treat the surface water from Logan North Phase 1 to the water quality standards specified in all governmental permits and approvals for the Development. The Developer will also provide storm water retention for Logan North Phase 2 consistent with the approved plans for Logan North Phase 2, as such plans may be hereafter modified with the approval of the City of Bonita Beach and/or Lee County, as applicable. Logan North Phase 1 Construction 4. Within ten (10)business days after the County executes a copy of this Agreement and delivers same to the Developer, the Developer shall assign to the County, without representation or warranty, the approved plans, right-of-way permit, and valid United States Army Corps of Engineers ("USACOE") and South Florida Water Management District ("SFWMD")permits for Logan North Phase 1 (collectively,the"Logan North Phase 1 Plans and Permit").The County acknowledges that the Developer's USACOE and SFWMD permits for the entire Development include Logan North Phase l and there are no separate USACOE and SFWMD permits for Logan North Phase 1. In that regard, the assignment of the USACOE and SFWMD permits required by this paragraph 4 shall be a partial assignment of the Developer's USACOE and SFWMD permits for the entire Development to the extent such permits relate to Logan North Phase 1, and the Developer shall retain all other rights under such permits. Prior to the expiration of the SFWMD permit, Developer shall extend the permit expiration date to a minimum of December 30, 2017. Within 90 days of the approval of this Agreement by the Board of County Commissioners, the Developer and County shall enter into a slope easement agreement for a strip of land within Tracts F-2, OS-2, OS-3, OS-9 and OS-10 of the Parklands Plat, recorded at Plat Book 58, Pages 37 through 66, inclusive, of the Public Records of Collier County, Florida, which strip of land shall be twenty-five (25) feet in width and be located adjacent to the right-of-way for Logan North Phase 1. 3 1 6 A 18 5. The County, at its sole cost and expense, shall be solely responsible for the construction of Logan North Phase 1 and all improvements which are part of the Logan North Phase 1 project in accordance with the Logan North Phase 1 Plans and Permit. The Developer shall be responsible to partially reimburse the County for the costs of construction of Logan North Phase 1 by paying to the County, on the terms hereinafter provided, an amount (the "Developer's Reimbursement Amount") equal to the lesser of: (i) 18.6% of the Logan North Phase 1 Low Bid as awarded and approved by the Collier County BCC (as hereinafter defined), or (ii) 18.6%of the Logan North Phase 1 Upset Amount (as hereinafter defined). In that regard, the County and the Developer agree that based on an estimate from the design engineer for Logan North Phase 1, the current estimated cost of construction of Logan North Phase 1 is $5,327,472.00 (the "Logan North Phase 1 Estimate") with a 50% match being reimbursed to the County by FDOT in accordance with the TRIP Agreement. Following the execution of this Agreement, the County shall advertise and bid the Logan North Phase 1 project in accordance with the County's normal solicitation procedures for public road projects. The County shall provide written notice to the Developer (the "Logan North Phase 1 Bid Notice") documenting the results of such solicitation and ranking all qualified bids from lowest to highest, with the dollar amount of the lowest qualified and awarded bid being hereinafter referred to as the"Logan North Phase 1 Low Bid". In the event that the Logan North Phase 1 Low Bid exceeds an amount equal to 105% of the Logan North Phase 1 Estimate (such 105% amount being hereinafter referred to as the "Logan North Phase 1 Upset Amount"), then the County, in its Logan North Phase 1 Bid Notice to the Developer, may elect to terminate this Agreement in which event the provisions of paragraph 8 below shall apply. In the event this Agreement has not been terminated pursuant to the immediately preceding sentence or paragraph 6 below, then provided the County completes construction of Logan North Phase I as provided in this Agreement, the Developer shall pay the Developer Reimbursement Amount to the County in five (5) equal installments, which shall not bear any interest, with the first installment being due and payable no later than the date the Developer receives a certificate of occupancy for the 297th dwelling unit in the Development (the "297`h CO Date"), the second installment being due and payable one year following the 297th CO Date, and subsequent installments being due and payable each year thereafter until the Developer Reimbursement Amount has been paid in full.Notwithstanding the foregoing, in the event that the 297th CO Date occurs prior to the County's completion of Logan North Phase 1, then the first installment of the Developer Reimbursement Amount shall not be due and payable until the date which is thirty (30) days after the Developer's receipt of written notice from the County of preliminary acceptance of Logan North Phase 1 (such date being hereinafter referred to as the "Extended First Payment Due Date") and subsequent installments shall be due and payable on each subsequent anniversary of the Extended First Payment Date until the Developer Reimbursement Amount has been paid in full. If the Developer fails to timely pay any installment of the Developer Reimbursement Amount,then no further certificates of occupancy for dwelling units in the Development shall be issued until such time as payment thereof has been made. 6. The County agrees to let and open bids for Logan North Phase 1 on or before September 30,2016,commence construction of Logan North Phase 1 on or before December 30, 2016, and complete construction of Logan North by no later than September 30, 2017. In the event the County has not let and opened the bids for Logan North Phase 1 on or before September 30,2016 or commenced construction of Logan North Phase 1 on or before December 30, 2016, then the Developer, by written notice given to the County within fifteen (15) days 4 16A18 following September 30, 2016 or December 30, 2016, as applicable, may elect to terminate this Agreement, in which event the provisions of paragraph 8 below shall apply. 7. The Developer has previously completed construction of the segment of Logan North from the project entrance of the development commonly known as Riverstone to the project entrance of the Development. In that regard,the County agrees to promptly conduct final inspections of such segment of Logan North so that the Developer may accomplish final acceptance of such segment by the County prior to the time that the County commences construction of Logan North Phase 1. The County agrees to take over the maintenance of such segment of Logan North upon a satisfactory final acceptance of the road by the Collier County Growth Management Department. Final acceptance of such segment of Logan North shall be based on the plans and the Collier County right-of-way permits for such segment and Collier County Codes in place as of the date of this Agreement.Final acceptance shall be consistent with the typical County acceptance process for public roads. The Developer is not entitled to any impact fee credits or any other consideration or credit from the County for the construction of such segment of Logan North. 8. In the event this Agreement is terminated by the County pursuant to paragraph 5 above or by the Developer pursuant to paragraph 6 above,then: (i)the County shall immediately re-assign to the Developer, without representation or warranty, the Logan North Phase 1 Plans and Permit, (ii) the Original Agreement shall be deemed reinstated, and (iii) except for the provisions of this paragraph 8,this Agreement shall be deemed of no further force or effect. Logan North Phase 2 Construction 9. The Developer, at its sole cost and expense, shall commence construction of Logan North Phase 2 prior to receipt of a certificate of occupancy for the 297th dwelling unit in the Development and shall complete construction of Logan North Phase 2 within one (1) year following the date the Developer receives a certificate of occupancy for the 297th dwelling unit in the Development. If construction of Logan North Phase 2 is not completed within one (1)year following receipt of a certificate of occupancy for the 297th residential dwelling unit in the Development, then no further certificates of occupancy shall be issued until such construction is complete. Following completion of Logan North Phase 2, the Developer will be authorized to receive certificates of occupancy for the remainder of the Development. Anything to the contrary notwithstanding, in the event the County does not complete construction of Logan North Phase 1 on or before September 30, 2017 (and the Developer has not elected to take over such construction pursuant to paragraph 5 above), then, in addition to any other remedies available at law or in equity to the Developer for such failure by the County to timely complete construction of Logan North Phase 1, the Developer's deadlines to commence and complete construction of Logan North Phase 2 as provided above shall be extended one day for each day after September 30, 2017 until the County completes construction of Logan North Phase 1. By way of illustration, if the County does not complete construction of Logan North Phase 1 until November 14, 2017, then the Developer's deadline to commence construction of Logan North Phase 2 will be forty-five (45) days following the date the Developer receives a certificate of occupancy for the 297th dwelling unit in the Development and the Developer's deadline to complete construction of Logan North Phase 2 will be one (1) year and forty-five (45) days following the date the Developer receives a certificate of occupancy for the 297th residential 5 1 6 A 18 dwelling unit in the Development. It is understood that Logan North Phase 2 lies within Lee County, that Collier County shall have no right or obligation with respect to any matter dealing with the construction of Logan North Phase 2 (including permitting and right-of-way), and that the Developer's inability to build the remainder of its Development in the manner set forth above will not be waived by the County should the Developer fail to complete construction of Logan North Phase 2. Logan/Immokalee Intersection Improvement 10. Prior to receipt of the certificate of occupancy for the 181" dwelling unit within the Development,the Developer, at the Developer's sole cost and expense, shall have completed the Logan/Immokalee Intersection Improvement, which includes two (2) additional southbound lanes for Logan North at Immokalee Road and is more particularly shown on Exhibit "A" attached hereto and made a part hereof. If the Logan/Immokalee Intersection Improvement has not been completed prior to receipt of the certificate of occupancy for the 181' dwelling unit within the Development, no further certificates of occupancy shall be issued until the Logan/Immokalee Intersection Improvement is completed. 11. Upon preliminary acceptance of the Logan/Immokalee Intersection Improvement by the County, the Developer shall be entitled to road impact fee credits in an amount equal to the lesser of: (i) 81.4%of the Intersection Improvement Low Bid (as hereinafter defined),or(ii) 81.4% of the actual costs of construction of the Logan/Immokalee Intersection Improvement; provided, however, in no event shall such road impact fee credits exceed the sum of $650,576.01, which sum is 81.4% of an amount equal to 105% of the current estimated cost of construction of the Logan/Immokalee Intersection Improvement based on an estimate from the design engineer for such improvement. Prior to commencing construction of the Logan/Immokalee Intersection Improvement, the County and the Developer shall cooperate to advertise and bid the Logan/Immokalee Intersection Improvement project in accordance with the County's normal solicitation procedures for public road projects. The County shall provide written notice to the Developer (the "Intersection Improvement Bid Notice") documenting the results of such solicitation and ranking all qualified bids from lowest to highest, with the dollar amount of the lowest qualified bid being hereinafter referred to as the"Intersection Improvement Low Bid". The Developer may negotiate with any of the bidders or any other qualified contractor, and in that regard the Developer shall not be obligated to award the construction of Logan/Immokalee Intersection Improvement to the low bidder or to any of the responsive bidders; however, in no event shall the Developer be entitled to road impact fee credits for the Logan/Immokalee Intersection Improvement which exceed the amount set forth above. Impact Fee Credits 12. Any road impact fee credits to which the Developer is or becomes entitled under this Agreement shall run with the Development and shall be reduced by the entire amount of the road impact fee due for each building permit issued thereon until the Development project is either completed or the credits are exhausted or otherwise no longer available, or have been assigned by operation of law or pursuant to an assignment agreement with County. The foregoing reduction in the road impact fees shall be calculated based on the amount of the road impact fees in effect at the time the building permit is issued. The credits set forth herein shall 6 1 6 A 18 be applied solely to road impact fees, and shall not offset,diminish or reduce any other charges, fees or other impact fees for which the Developer, its successors and assigns, are responsible in connection with the development of their lands. It shall be the Developer's obligation to notify the County that a credit is available for each building permit. 13. Any unused impact fee credits remaining upon completion of the Development shall be reimbursed to the Developer as set forth in the Collier County Consolidated Impact Fee Ordinance. Any such future reimbursement for excess credits,shall come solely from future receipts by the County of road impact fees, and from no other revenue source, and are subject to annual appropriation by the Board of County Commissioners. However,no reimbursement shall be paid until such time as all development,as defined by the County Manager or his designee, at the location that was subject to the credit has been completed. Such reimbursement shall be made over a period of five(5)years. Legal Matters 14. An annual review and audit of performance under this Agreement shall be performed by the County to determine whether or not there has been demonstrated good faith compliance with the terms of this Agreement and to report the credit applied toward payment of road impact fees and the balance of available unused credit. The County shall provide written notice to the Developer of any failure to comply, and the Developer will be given reasonable opportunity to cure such failure. Should the Developer fail to cure such failure, the matter may be forwarded for review by the Board of the County Commissioners. If the Board of County Commissioners finds, on the basis of substantial competent evidence, that there has been a failure to comply with the terms of this Agreement, this Agreement may be revoked or unilaterally modified by the County. 15. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. Upon giving written notice to the County, the Developer may assign all or part of the road impact fee credits, utilizing the County's then-current form of assignment, to successor owners of all or part of the Development, or as otherwise provided for in the Collier County Consolidated Impact Fee Ordinance. 16. The Developer acknowledges that the failure of this Agreement to address any permit, condition, term or restriction shall not relieve the Developer or its successors or assigns of the necessity of complying with any law, ordinance, rule, or regulation governing said permitting requirements,conditions,terms,or restrictions. 17. Nothing in this Agreement shall be construed to divest the Development of its pre-existing vested status under Florida Statutes and case law. 18. "Force Majeure" as used herein means causes beyond the reasonable control of and without the fault or negligence of the party claiming Force Majeure (other than inability to pay any amount owing pursuant to this Agreement), including, but not limited to, acts of God, civil riot, war,sudden and unanticipated actions of the elements,or terrorism. 7 16A18 19. If either party is rendered wholly or partially unable to perform its obligations under this Agreement because of Force Majeure, that party shall be excused from such performance provided that: a. The non-performing party provides the other party with written notice describing the Force Majeure circumstances within fifteen days after the occurrence of such event, or after the consequences of such event become known to the non-performing party, whichever is later; b. The suspension of performance is of no greater scope and of no longer duration than required by the Force Majeure circumstance; c. The non-performing party immediately undertakes reasonable and prudent efforts to remedy its inability to perform as a result of the particular event;and d. The non-performing party resumes performance of its obligations under this Agreement and provides the other party with written notice of such resumption as soon as the Force Majeure circumstances are resolved or eliminated. 20. This Agreement shall not be construed or characterized as a development agreement under the Florida Local Government Development Agreement Act. In the event state or federal laws are enacted after the execution of this Agreement which are applicable to and preclude in whole or in part the parties' compliance with the terms of this Agreement, including but not limited to State legislation which materially changes the County's ability to charge impact fees, then in such event this Agreement shall be modified or revoked as is necessary to comply with such laws in a manner which best reflects the intent of this Agreement. 21. The Developer shall execute this Agreement prior to it being submitted for approval by the Board of County Commissioners. This Agreement shall be recorded by the County in the Official Records of Collier County, Florida, within fourteen (14) days after the County enters into this Agreement. The Developer shall pay all costs of recording this Agreement. A copy of the recorded document will be provided to all parties upon request. The parties hereto shall do all things which may be required to give effect to this Agreement immediately as such requirement is made known to them or they are requested to do so, whichever is the earlier. 22. This Agreement shall be governed by and construed under the laws of the State of Florida. In the event of any dispute under this Agreement, the parties shall attempt to resolve such dispute first by means of the County's then-current Alternative Dispute Resolution Procedure, if any. Following the conclusion of such procedure, if any, either party may file an action for injunctive relief in the Circuit Court of Collier County to enforce the terms of this Agreement, said remedy being cumulative with any and all other remedies available to the parties for the enforcement of the Agreement. 23. Except as otherwise provided herein, this Agreement shall only be amended by mutual written consent of the parties hereto or by their successors in interest. All notices and other communications required or permitted hereunder (including County's option) shall be in 8 16A18 writing and shall be sent by Certified Mail, return receipt requested, or by a nationally recognized overnight delivery service,and addressed as follows: To County: To Developer: Collier County Manager's Office 1600 Sawgrass Corporate Parkway 3299 Tamiami Trail East, Suite 202 Suite 400 Naples,FL 34112-5746 Sunrise,FL 33323 Phone: (239) 252-8383 Attn: General Counsel Phone: (954)753-1730 24. This Agreement constitutes the entire agreement between the parties with respect to the activities noted herein and supersedes and takes the place of any and all previous agreements entered into between the parties hereto relating to the transactions contemplated herein, including, without limitation, the Original Agreement. All prior representations, undertakings, and agreements by or between the parties hereto with respect to the subject matter of this Agreement are merged into, and expressed in, this Agreement, and any and all prior representations, undertakings, and agreements by and between such parties with respect thereto, including, without limitation, the Original Agreement, are hereby canceled. Nothing contained herein shall be deemed or construed to create between or among any of the parties any joint venture or partnership nor otherwise grant to one another the right, authority or power to bind any other party hereto to any agreement whatsoever. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their appropriate officials,as of the date first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK,CLERK COLLIER COUNTY,FLORIDA B D.C. . By: h �'►'-l/ t t ty Clerk DO A FIALA,CHAIRMAN Attest as to : - • s signature only. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK REMAINING SIGNATURE PAGE TO FOLLOW 9 1 6 A 18 AS TO DEVELOPER: Signed, sealed and PARKLANDS ASSOCIATES I, LLLP, a delivered in the presence of: Florida limited liability limited partnership By: Parklands Ge i . l I orporation,a Florida Co..01. •n, its General Partner ,- S-74464"., Zdeel By: Witness Nam'el. ggile )0 GO&:15,62) Richard Arkin, Vice President Vid/171/01/ / efr,i/l/ik W tness Name: Q h ,i4 /� 07�� State of Florida ) )ss. County of Broward ) The foregoing instrument was acknowledged before me this I day of r i 1 , 2016, by Richard Arkin, Vice President of Parklands Genpar Corporation, a Florida co oration, General Partner of Parklands Associates I, LLLP, a Florida limited liability limited partnership on behalf of said limited liability limited partnership, who ().<) is personally known to me or has ( ) produced as identification. // ' ;114 011.64-4,t„ Nota y Public NOTARY S Printed Name ,..074k„ KATHLEEN M.COFFMAN _; is MY COMMISSION h E 852499 %,,,,,i—lbs EXPIRES;March 18,2017 Commission No. Expiration Date ' Bonded TMru Notary PutlLc underwriters Appro •d .4.torm and le_:1 s.44 >_ ncy: Al L ii Jeffrey 7V h't�'tzkow 1 County . ey i 10 16A18 SCHEDULE OF EXHIBITS I. 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