Attachment B





            THIS AGREEMENT, made and executed in triplicate as of this ______ day of __________________, 2004, between the THOMAS JEFFERSON FOUNDATION, INC., formerly THOMAS JEFFERSON MEMORIAL FOUNDATION, INC., hereinafter called the “Foundation” and the COUNTY OF ALBEMARLE, a political subdivision of the Commonwealth of Virginia, hereinafter called the “County”.


            WHEREAS, the Virginia Department of Transportation, hereinafter called the “Department” has adopted a Six Year Improvement Program for Fiscal Year 1993-94, 1994-95, 1996-97, and 1999-2000 for streets and highways, which includes an allocation of funds for the Thomas Jefferson Parkway (Phases I, II, III and IV) identified in the Enhancement Program portion of the Six Year Improvement Program and designated as Projects EN93-002-V05-PE101,RW201,C501; EN94-002-V09-PE101,RW201,C501; EN96-002-119-PE101,PE102,C501; and EN99-002-143,PE101,

RW201,C501 and referred to hereinafter as the “Project”; and

            WHEREAS, the estimated cost of the project is $6,781,014 for Phases I, II, III, and IV, which includes $3,400,000 of Enhancement Program Funds and $3,381,014 in contributions to the Project by the Foundation; and

            WHEREAS, the Department and the County desire to construct the Project and have entered into an Agreement in which the County agrees to have the Project implemented within 48 months from the date funds are made available for each phase of the Project; and

            WHEREAS, the Foundation desires to undertake certain responsibilities and duties of the County as an incentive for the County to undertake the Project and to complete it as expeditiously as possible.

            NOW, THEREFORE, for and in consideration of the premises and mutual covenants and agreements contained herein, the parties hereto agree as follows:

1.         The Foundation shall consult with, and act as the agent of, the County in performing the preliminary engineering, right-of-way/property acquisition and construction phases of the Project, specifically including the following:

a.         Perform or contract with a consultant to perform the preliminary engineering, design and plan development necessary to award a contract for construction; and the administration, supervision and inspection of the construction of the Project through final acceptance, in accordance with Department procedures and policies, including settlement of any claims and disputes arising from the Project.

b.         If deemed appropriate by the County or the Department, submit each phase of the work to the County or the Department for review and approval as the Project develops; allow County or Department personnel to inspect all phases of the Project at all times.

c.         Prepare bid documents, plans and specifications for the Project, including such items as general notes, references to specifications and standards, typical sections, drainage plans, stormwater management, erosion and sediment control methods, profiles, cross sections, summaries, and the like.  Plans and bid documents must meet or exceed Department standards and be approved by the Department.

d.         Coordinate the Project through the State Environmental Review Process, prepare the appropriate environmental document as established by the Federal Highway Administration policy and procedures and carry out the functions necessary to clear the Project environmentally.

e.         Locate potential contaminated and/or hazardous waste sites during the survey or early plan development stage.  Discuss the presence of these sites and design alternatives with the Department.  Once contamination is determined to exist, whether obvious or established through testing, the Foundation shall notify the appropriate regulatory agency.  Conduct detailed studies such as site characterization to determine the length of time required for clean-up and potential financial liability for the County and Department.  If the purchase of property is anticipated the first option is to pursue remediation by the property owner(s) through the appropriate agencies.

f.          If required by the Department, post a “notice of willingness to hold a public hearing” on the Project so that the County can conduct such a hearing, if necessary, in accordance with Department and Federal Highway Administration requirements and coordinate the Project with property owners in the Project area.

g.         Obtain all necessary permits for the Project.

h.         If required, prepare right-of-way/property acquisition plans or plats for the Project and acquire title to all property needed for the Project in the name of the Foundation by purchase or to pay all costs of the County in acquiring title to property by eminent domain, if necessary.

i.          If applicable, abide by Titles 25 and 33 of the 1950 Code of Virginia, as amended, in the acquisition of rights-of-way/property for this Project and follow the policy and procedures outlines in Section 702.02 of the Department’s Right of Way Manual, which are incorporated by reference.

j.          Provide relocation assistance to those whose property is acquired for the Project in conformance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (49 CFR Part 24).

k.         Deliver all appraisals, negotiation reports, relocation assistance files, closing statements, eminent domain records and the like to the County so it can maintain them for a period of three (3) years after final disposition of the Project by the Federal Highway Administration.  Acceptance of final voucher shall constitute final disposition.

l.          Coordinate and authorize utility relocations.

m.        Procure a contractor to construct the Project, in conformance with applicable provisions of the Virginia Public Procurement Act.  The Foundation will not award a construction contract to any bidder unless its bid is within seven percent (7%) of the County’s cost estimate or is approved by the Department.  The Foundation will not award such contract until the Commonwealth Transportation Board has accepted and approved the bid and the contractor, and until a standard County-State agreement is executed.

n.         Submit any change orders to construction contracts for which reimbursement is requested to the County Engineer and the Department’s Resident Engineer for approval prior to the authorization of the change order.

o.         Receive County and Department approval of any claims arising from construction contracts for which reimbursement is requested prior to settlement.

p.         Maintain accurate records of the Project and documentation of all expenditures, identifying federally participating, federally non-participating, and in-kind contributions, on which reimbursement will be based.  Make Project documentation available for inspection and/or audit by the County, the Department or the Federal government at any time.

q.         All project costs shall be paid by the Foundation.  The Foundation shall submit to the Department, with a copy to the County, no more frequently than monthly, a statement requesting reimbursement for the Federal share of the Project’s costs.  The statement must identify and document Project expenditures to date and include a summary in the following categories:

·                     Participating expenditures

·                     Non-participating expenditures

·                     In-kind contributions of donated right-of-way or services.

r.          Agree to reimburse the County 100% of all expenses incurred by the County in the event that:

·                     The project is canceled during any phase of work;

·                     Expenditures incurred are not reimbursed by the Federal Highway Administration due to the failure to follow proper federal guidelines and/or the expenditures are found to be federally non-participating items;

·                     Expenditures incurred exceed the total amount allocated in the Six Year Improvement Program or funds actually available for the Project.

s.         Meet all County site plan, zoning, and subdivision ordinance requirements.

2.         The County will coordinate with, cooperate with, and assist the Foundation in implementing the Project, and specifically agrees to:

a.         Respond in an expeditious manner to requests from the Foundation.

b.         Provide the necessary coordination with the Department, Federal Highway Administration and other appropriate Federal and State agencies; provide assistance and guidance to the Foundation relative to environmental documentation and coordination as is appropriate.

c.         Process payments to the Foundation of reimbursements received from the Department for Project expenditures.

d.         Cooperate with the Foundation and the Department in the audit of all project costs and records as required by the federal highway administration.

e.         To take all reasonable actions required to obtain funding for the project pursuant to the Enhancement Program in the Department’s Six Year Improvement Program.  The maximum amount of federal funds available for this project is $3,400,000.

3.         All applicable federal, state and local regulations shall apply to all work performed on the project including consultant services contracts and construction contracts.

4.         Nothing herein shall be construed as creating any personal liability on the part of any officer, employee, or agent of the parties, nor shall it be construed as giving any rights or benefits to anyone other than the parties hereto.

5.         This Agreement shall be binding upon the parties hereto, and their respective successors and assigns.

6.         Upon the execution of this Agreement by both parties and upon notification by the County that the Department approvals have been received, the Foundation will be authorized to commence with the Project.

7.         This agreement may be modified by written agreement with the mutual consent of the Foundation and the County.

8.         The Foundation will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, handicap, national origin or other non-merit factors provided they are qualified and meet physical requirements established for the positions.

9.         None of the funds, materials, property or services contributed by the County or the Foundation, under this Agreement, shall be used in the performance of this Agreement for any partisan political activity, or to further the election or defeat of any candidate for public office.

10.        No officer, member, or employee of the Foundation who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this project, shall participate in any decision relating to this Agreement which affects his personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof.

11.        The Foundation shall contribute a minimum of $680,000 to the Project, and all such additional funds necessary to pay for expenditures for the Project in excess of the allocated Enhancement Program Funds, such total contribution estimated to be a minimum of $3,381,014, which is to be in a form and made at such time as acceptable to the Department and the County.

12.        The Foundation shall maintain any property improved as part of the Project which is not accepted for maintenance by the Department.  The minimum level of maintenance shall be a reasonable standard of care as determined by the Department.

13.        The Foundation shall, after construction of the Project, or any part thereof, not permit any changes or alterations to the Project, as approved and completed, without the prior written approval of the Department.

14.        The Foundation shall, prior to any substantial work on the Project, have appropriate Foundation agents and personnel, as determined by the County and the Department, attend a preliminary coordination meeting with the County and the Department.

15.        The Foundation agrees to indemnify the County and hold it, and its officers, agents, representations and employees harmless from any and all claims, damages, costs, including attorney’s fees, and liabilities of any kind arising out of or resulting from the Foundation’s or its agents’ negligent performance of its obligation under this Agreement or any failure by the Foundation to meet any obligation required to complete the Project.

16.        The Foundation shall take out and carry during the entire term of this Agreement, property damage insurance and general public liability insurance with adequate limits to protect both the Foundation and the County from liability, such limit being not less than $1,000,000.  The Foundation will provide the County with a Certificate of Insurance naming the County as an additional insured and evidencing the insurance coverage required herein.

17.        The Foundation shall provide to the County a performance bond, in a form approved by the County Attorney, in an amount up to $3,400,000, if required by the County Attorney, to guarantee the Foundation’s performance of this Agreement.  Such performance bond shall be delivered to the County prior to its execution of the Agreement.

18.        This Agreement supersedes the Agreement for Development and Administration of the Thomas Jefferson Parkway By the Thomas Jefferson Memorial Foundation, Inc. dated March 27, 1997, previously entered into by the parties to this Agreement.  Any provision of such earlier agreement inconsistent with this Agreement shall be of no further effect upon the execution of this Agreement by all of the parties hereto.

IN WITNESSETH WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers.


ATTEST:                                                           COUNTY OF ALBEMARLE

 ___________________________                     _____________________________________

COUNTY CLERK                                               COUNTY EXECUTIVE




BY:  _________________________________




WITNESS:                                                        THOMAS JEFFERSON MEMORIAL

                                                                        FOUNDATION, INC.

 ______________________________        BY:  _________________________________


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