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Res 52-08RESOLUTION NO.52-08 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, APPROVING THE JOINT PARTICIPATION AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORATION FOR FUNDING OF THE PURCHASE AND INSTALLATION OF BUS SHELTERS AND CONSTRUCTION OF SIDEWALKS AND AUTHORIZING THE EXECUTION OF THE AGREEMENT. WHEREAS, THE City of Delray Beach, Florida desires to approve the Joint Participation Agreement for funding of the purchase and installation of bus shelters and construction of sidewalks and WHEREAS, the City Commission authorizes the execution of the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: Section 1. That the recitals set forth above are incorporated as if fully set forth herein. Section 2. The City Commission of the City of Delray Beach authorizes the entry into the Joint Participation Agreement between the City and the Florida Department of Transportation and authorizes the execution thereof. ~ /j~, D AND ADOPTED in re session on this the ! day of V~ , 2008. PASSE ~~ ~~ MAYOR ATTEST: City Clerk e, STATE OF ."LORIDA DEPARTMENT DF TRANSPORTATtDN PUBLIC TRANSPORTATION JOINT PARTICIPA'CION AGREEMENT ~~~ 7zs.oaaoe PUBLCC TRANSPORTATION . os~o~ Financial Project No.; Fund: 680 FLAIR Approp.: 088774 423932-1- "l~-(~~ Function: FLAIR Obj.: 750012 (Item-segment-phase-sequence) Federal No.: Org. Code: 55042010429 Contract No.: ~~ b'~ ~ DUNS No.: Vendor No.: F596000308028 CFDA Number. CSFA Number: 55.012 THIS AGREEMENT, made and entered into this~~ day of ~~..~~ ~D~~-, by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter referred to as the Department, and Citv of Defray Beach 100 NW 1st Avenue Delray Beach, FL 33444 hereinafter referred to as Agency, The Department and Agency agree that all terms of this Agreement will be completed on or before December 1 2011 and this Agreement will expire unless a time extension is provided in accordance with Section 18.00. WITNESSETH: WHEREAS, the11 Agency has the authority to enter into said Agreement and to undertake the project hereinafter described, Y and the Department has been granted the authority to function adequately in all areas of appropriate jurisdiction including the implementation of an integrated and balanced transportation system and is authorized under 341.051 Florida Sta#utes, to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations herein, the parties agree as follows: 1.f)0 Purpose of Agreement: The purpose of this Agreement is "fhe purchase and installation of bus shelters and the construction of sidewalks in the City of Delray Beach. and as further described in Exhibit{s} A.B,C,D attached hereto and by this reference made a part hereof, hereinafter referred to as the project, and to provide Departmen#al financial assis#ance to the Agency and state the #erms and conditions upon which such assis#ance will be provided and the understandings as to the manner in which the project will be undertaken and completed. Pegs 1 of 74 s, 2.00 Accomplishment of the Project 2.10 General Requirements: The Agency shall commence, and complete the project as described in Exhibit "A" attached hereto and by this reference made a part hereof this Agreement, with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions herein, and all applicable laws. 72&484.06 PUBItC Tt2ANSPORTATtON 06107 2.20 Pursuant to Federal, State, and Local Law: in the event that any election, referendum, approval, permit, notice, or other proceeding or authorization is requisite under applicable law to enable the Agency to enter into this Agreement or to undertake the project hereunder, or to observe, assume or carry out any of the provisions of the Agreement, the Agency will initiate and cxfnsummate, as provided by law, all actions necessary with respect to any such matters so requisite. 2.30 Funds of the Agency: The Agency shall initiate and prosecute to completion all proceedings necessary including federal aid requirements to enable the Agency to provide the necessary funds for completion of the project. 2.40 Submission of Proceedings, Contracts and Other Documents: The Agency shall submit to the Department such data, reports, records, contracts and other documents relating to the project as the Department may require as listed in Exhibit "'C" attached hereto and by this reference made a part hereof. , 3.40 Project Cost. The total estimated cost of the project is $ 499,810.00 .This amount is based upon the estimate summarized in Exhibit "B" attached hereto and by this reference made a part hereof this Agreement. The Agency agrees to bear all expenses in excess of the total estimated cost of the project and any deficits involved. 4.4q Department Participation: The Department agrees to maximum participation, including contingencies, in the project in the amount of $ 249 905.00 as detailed in Exhibit "B", or in an amount equal to the percentages} of total project cast shown in Exhibit "B", whichever is less. 4.14 Project Cost Eligibility :Project costs eligible for State participation will be allowed only from the effective date of this agreement. It is understood that State participation in eligible project costs is subject to: (a) Legislative approval of the Department's appropriation request in the work program year that the project is scheduled to be committed; (b} Availability of funds as stated in Section 17.00 of this Agreement; {c} Approval of all plans, specifications, contracts or other obligating documents and all other terms of this Agreement; (d} Department approval of the project scope and budget (Exhibits A #~ B} at the time appropriation authority becomes available. 4.20 Front End Funding :Front end funding ~ is Q is not applicable. If applicable, the Department may initially pay 100°l0 of the total allowable incurred project costs up to an amount equal to its total share of participation as shown in paragraph 4.00. 5.40 Retainage : Retainage ^ is C~ is not applicable. If applicable, ~ percent of the Department's total share of participation as shown in paragraph 4.00 is to be held in retainage to be disbursed, at the Department's discretion, on or before the completion of the final project audit. Paga 2 at 74 72503446 PUBLIC TRANSPORTATION 06t4T 6A0 Project Budget and Payment Provisions: 6.10 The Project Budget: A project budget shall be prepared by the Agency and approved by the Department. The Agency shall maintain said budget, carry out the praject and shelf incur obligations against and make disbursements of praject funds only in conformity with the latest approved budget for the praject. No budget increase or decrease shall be effective unless it complies with fund participation requirements established in .Section 4.00 of this Agreement and is appraved by the Department Comptroller. 6.20 Payment Provisions: Unless otherwise allowed under Section 4.20, payment will begin in the year the praject or project phase is scheduled in the work program as of the date of the agreement. Payment will be made for actual costs incurred as of the date the invoice is submitted with the final payment due upon receipt of a final invoice. ?.00 Accounting Records: ?.10 Establishment and Maintenance of Accounting Records: The Agency shall establish far the project, in conformity with requirements established by Department's program guidelinestprocedures and "Principles for State and Local Governments", separate accounts to be maintained within its existing accounting system or establish independent accounts. Such accounts are referred to herein collectively as the "project account". Documentation of the praject account shall be made available to the Department upon request any time during the period of the Agreement and for three years after final payment is made. T.20 Funds Received Or Made Available for The Project: The Agency shall appropriately retard in the project account, and deposit in a bank or trust company which is a member of the Federal Deposit Insurance Corporation, all payments received by it from the Department pursuant to this Agreement and all other funds provided for, accruing to, ar otherwise received on account of the project, which Department payments and other funds are herein collectively referred to as "project funds". The Agency shad require depositories of praject funds to secure continuously and fully all praject funds in excess of the amounts insured under federal plans, or under State plans which have been approved for the deposit of praject funds by the Department, by the deposit or setting aside of collateral of the types and in the manner as prescribed by State Law for the security of public funds, or as approved by the Department. ?.30 Costs Mcurred for the Project: The Agenay shall charge to the project account all eligible casts of the project. Costs in excess of the latest approved budget or attributable to actions which have not received the required approval of the Department shall net be considered eligible casts. 7.40 Documentation of Project Costs: All costs charged to the project, including any approved services contributed by the Agency or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of the charges. ?.50 Checks, Qrders, and Vouchers: Any check or order drawn by the Agency with respect to any item which is or wtB be chargeable against the project account will be drawn only in accordance with a properly signed voucher then an file in the office of the Agency stating in proper detail the purpose for which such check or order is drawn. All checks, payrolls, invoices, contracts, vouchers, orders, ar other accounting documents pertaining in whole ar in part to the praject shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other such documents. ?.60 Audit Reports: In addition to the requirements below, the Agency agrees to comply and cooperate with any monitoring procedurestprocesses deemed appropriate by the Department, including but net limited to site visits and limited scope audits. The Agenay further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the State Comptroller or Auditor General. The Agency shall retain sufficient retards demonstrating its compliance with the terms of this Agreement for a period of three years from the date the audit report is issued, and shall allow the Department access to such records and working papers upon request. The following requirements do 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 state agency inspector general, the Auditor General, or any other state official. The Agency shall Comply with all audit and audit reporting requirements as specified in Exhibit "D" attached hereto and by this reference made a part hereof this Agreement. Pege 3 of 74 725.63406 PU6LI0 TRANSPORTAT{ON 6610? 7.61 Monitoring: In addition to reviews of audits conducted in accordance with OMB Circular A-133 and Section 215.97, Florida Statutes, {see "Audits" below}, monitoring procedures may include, but not be limited to, on-site visits by Department staff, limited scope audits as defined by OMB Circular A-133, andtor other procedures. The Agency agrees to comply and cooperate fully with any monitoring procedureslprocesses deemed appropriate by the Department. In the event the Department determines that a limited scope audit of the Agency is appropria#e, the Agency agrees to comply with any additional instructions provided by .the Department staff to the Agency regarding such audit. The Agency further agrees to comply and cooperate with any inspections, ieviews, investigations, or audits deemed necessary by FDOT's Office of Inspector General {01G} and Florida's Chief Financial Officer {CFO} or Auditor General. ?.62 Audits: Part l Federally Funded: If the Agency is a state, local government, or non-profit organizations as defined in OMB CircularA-133 and a recipient of federal funds, the following annual audit criteria will apply: 1. In the event that the recipient expends $500,000 ar mare in Federal awards in its fiscal year, the recipient must have a single orprogram-specific audit conducted in accordance with the provisions of OMB Circular A-133, as revised. Exhibit "D" to this agreement indicates Federal resources awarded through the department by this agreement. In determining the Federal awards expended in its fiscal year, the recipient shall consider all sources of Federal awards, including Federal resources received from the Department. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A-133, as revised. An audit of the recipient conducted by the Auditor General in accordance with the provisions OMB CircularA-133, as revised, wiH meet the requirements of this part. 2. In connection with the audit requirements addressed in Part I, Paragraph 1., the recipient shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A-133. 3. If the recipient expends less than the amount in Part I, Paragraph 1., an audit conducted in accordance with the provisions of OMB Circular A-133, is not required. If the recipient elects to conduct such an audit, the cast of the audit must be paid from resources obtained from other than Federal entities. 4. Federal awards are to be identified using the Catalog of Federal Domestic Assistance {CFDA) title and number, award number and year, and name of the awarding federaE agency. Part 11 State Funded: If the Agency is a nonstate entity as defined by Section 215.97{2}{m), Florida Statutes, and a recipient of state funds, the following annual audit criteria will apply: 1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $500, 000 in any fiscal year, the recipient must have a State single orproject-specific audit far such fiscal year in accordance with Section 215.9?, Florida Statutes; applicable rules of the Department of Financial Services and the CFO; and Chapters 10.550 {local governmental entities) or 10.650 {nonprofit and for-profit organizations), Rules of the Auditor General. Exhibit "D" to this agreement indicates state financial assistance awarded through the Department by this agreement. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct orpass-through awards and resources received by a nonstate entity for Federal program matching requirements. 2. In connection with the audit requirements addressed in Part I1, Paragraph 1„ the recipient shall ensure that the audit complies with the requirements of Section 215.97{7), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97{2){e), Florida Statutes, and Chapter 10.550 {local governmental entities) or 10.650 {nonprofit and for-profit organizations), Rules of the Auditor General. 3. If the recipient expends less than the amount in Part I1, Paragraph 1., such audit is not required. If the recipient elects t4 conduct such an audit, the cost of the audit must be paid from the recipient's resources obtained from nons#ate entities. 4. 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. Pege 4 of td ~2~oaaos PUBLIC TRANSPOR7AT16N O6tQ7 Part III Other Audit Requirements 1. The Agency shall follow-up and take corrective action an 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. 2. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is completed or the dispute is resolved. Access to project records and audit work papers shall be given to the Department, the Department Comptroller, and the Auditor General. This section does not limit the authority of the Department to conductor arrange for the conduct of additional audits ar evaluations of state financial assistance or limit the authority of any other state official. Part N Report Submission 1. Copies of reporting packages for audits conducted in accordance with OMB Circular A-133, as revised, and required by Section 7.622 Part I of this agreement shall be submitted, when required by Section .320 (d), OMB Circular A-133, by or on behalf of the recipient directly to each of the fallowing: A. The Department at each of the following addresses: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 B. The number of copies required by Sections .320 (d)(1) and {2), OMB Circular A-133, submitted to the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East 10th Street Jeffersonville, IN 47132 C. Other Federal agencies and pass-through entities in accordance with Sections .320 (e) and (f), OMB Circular A-133. 2. In the event that a copy of the reporting package for an audit required by Section 7.62 Part 1 of this Agreement and conducted in accordance with OMB Circular A-133 is not required to be submitted to the Department for reasons pursuant to section .320 {e}{2}, OMB Circular A-133, the recipient shah submit the required written notification pursuant to Section .320 (e}(2) and a copy of the recipient`s audited schedule of expenditures of Federal awards directly to each of the following: FDOT District Four 3400 West Commercial Boulevard Fart Lauderdale, Florida 33309-3421 In addition, pursuant to Section .324 {f), OMB Circular A-133, as revised, the recipient shall submit a copy of the reporting package described in Section .320 (c}, OMB Circular A-133, and any management letters issued by the auditor, to the Department at each of the following addresses: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 Page 5 of 14 72fiA3U•pfi PUBLIC TRANSPORTATION 46lQ7 3. Copies of financial reporting packages required by Section 7.62 Part 11 of this Agreement shall be submitted by ar an behalf of the recipient diredly to each of the following: A. The Department at each of the fallowing addresses: FDOT Distrid Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 B. The Auditor General's Office at the fallowing address: Auditor General's Office Roam 401, Pepper Building 111 West Madison Street Tallahassee, Florida 32399-1450 4. Copies of reports ar the management letter required by Section 7.62 Part !!i of this Agreement shall be submitted by or on behalf of the recipient directly to: A. The Department at each of the following addresses: FDOT Distrid Four 3400 West Commercial Boulevard Fork Lauderdale, Florida 33309-3421 5. Any reports, management letter, ar other information required to be submitted to the Department pursuant to this Agreemen# shall be submitted timely in accordance wi#h OMB Circular A-133, Sedion 215.97, Florida Statutes, and Chapter 10.550 (local governmental entities} or 10.650 (nonprofit and for-profit arganiza#ions}, Rules of the Auditor General, as applicable. 6. Recipients, when submitting financial reporting packages to the Department far audits done in accordance with OMB Circular A-133 ar Chapters 10.550 (local governmental enti#ies) or 10.650 {nonprofit and for-profi# organizations}, Rules of the Auditor General, should indicate the date that the reporting package was delivered to the Agency in correspondence accompanying the reporting package. 7.63 Record Retention: The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement far a period of at least five years from the date the audit report is issued, and shall allow the Deparkment, or its designee, the CFO ar Auditor General access to such records upon request. The Agency shall ensure that the independent audi# working papers are made available to the Department, ar its designee, the CFO, or Auditor Generale upon request far a period of at least five years from the date the audit report is issued, unless extended in writing by the Department. 7.64 Other Requirements: If an audit discloses any significant audit findings related #a any award, including material noncompliance with individual prajed compliance requirements ar reportable conditions in internal controls of the Agency, the Agency shall submit as part of the audit package to the Departmen# a plan far corrective action to eliminate such audit findings ar a s#atement describing the reasons that corrective action is not necessary. The Agency shall take timely and appropriate corrective action to any audit findings, recommendations, and corrective action plans. 7.851nsurance: Execution of this Joint Participation Agreement cans#itutes a certification that the Agency has and will maintain the ability to repair or replace any project equipment ar facilities in the event of loss or damage due to any accident or casualty for the useful life of such equipment ar facilities. In the event of the ions of such equipment or facilities, the Agency shall either replace the equipment or facilities or reimburse the Department to the extent of its interest in the lost equipment or facility. In the event this Agreemen# is for purchase of land ar for the construe#ian of infrastructure such as airport runways the Department may waive or modify this section. Page 6 of 14 725030.06 PU8UC 7RAN5PORTATfON g6t07 8.00 Requisitions and Payments: 8.10 Action by the Agency: In order to olatain any Department funds, the Agency shall file with the Department of Transporkation, District Four Public Transportation C}ffice 3400 West Commercial Boulevard Fort Lauderdale , F L, 33309-3421 its requisition an a form or forms prescribed by the Department, and any other data pertaining to the project account {as defrned in Paragraph 7.10 hereof} to justify and support the paymen# requisitions. 8.11 Invoices far fees ar other compensation far services ar expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. 8.12 Invoices for any travel expenses shall be submitted in accordance with Chapter 112.061, F.S. The Department may establish rates lower than the maximum provided in Chapter 112.061, F.S. 8.13 For real property acquired, submit; {a} the date the Agency acquired the real property, {b} a statement by the Agency certifying that the Agency has acquired said real property, and actual consideration paid for teat property. {c} a statement by the Agency certifying that the appraisal and acquisition of the real property together with any attendant relocation of occupants was accomplished in compliance with aN federal laws, rules and procedures required by any federal oversight agency and with all state laws, rules and procedures that may apply to the Agency acquiring the real property, $.20 The Department's Obligations: Subject to other provisions hereof, the Department will honor such requisitions in amounts and at times deemed by the Department to be proper to ensure the carrying out of the project and payment of the eligible costs. However, notwithstanding any other provision of this Agreement, the Department may elect by notice in writing not to make a payment on the project if: 8.21 Misrepresentation: The Agency shall have made misrepresentation of a material nature in its application, or any supplement thereto or amendment thereof, or in or with respect to any document or data furnished therewith or pursuant hereto; 8.22 Litigation: There is then pending litigation with respect to the performance by the Agency of any of its duties or obligations which may jeopardize or adversely affect the project, the Agreement, or payments to the project; 8,23 Approval by Department: The Agency shall have taken any action pertaining to the project which, under this agreement, requires the approval of the Department or has made related expenditures or incurred rela#ed obligations without having been advised by the Department that same are approved; 8.24 Conflict of Interests: There has been any violation of the conflict of interest provisions contained herein; Or 8.28 Default: The Agency has been determined by the Department to be in default under any of the provisions of the Agreement. 8.26 Federal Participation (If Applicable): Any federal agency providing federal financial assistance to the project suspends or terminates federal financial assistance to the project. In the event of suspension or termination of federal financial assistance, the Agency wi11 reimburse the Department for all disallowed costs, including any and all federal financial assistance as detailed in Exhibit "B." 8.30 Disallowed Costs: In determining the amount of the payment, the Department will exclude all projects costs incurred by the Agency prior to the effective date of this Agreement, casts which are not provided for in the latest approved budget for the project, and costs attributable to goods or services received under a contract or other arrangements which have not been approved in writing by the Department. Page 7 at 54 7asaao.as PU8L10 TRANSPORTATION 06!07 8.40 Payment Offset: If, after project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this agreement, the Department may offset such amount from payments due for work or services done under any public transportation joint participation agreement which it has with the Agency owing such amount if, upon demand, payment of the amount is not made within sixty (60} days to the Department. Offsetting amounts shall not be considered a breach of contract by the Department. 9.00 Termination or Suspension of Project: 9.10 Termination or Suspension Generally: tf the Agency abandons or, before completion, finally discontinues the project; ar if, by reason of any of the events or conditions set forth in Sections 8.21 to $.26 inclusive, or for any other reason, the commencement, prosecution, or timely completion of the project by the Agency is rendered improbable, infeasible, impossible, or illegal, the Department will, by written notice to the Agency, suspend any ar all of its obligations under this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected, or the Department may terminate any or all of its obligations under this Agreement. 9.17 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any final termination ar suspension notice under this paragraph, the Agency shall proceed promptly to carry out the actions required therein which may include any or all of the following: (1 }necessary action to terminate ar suspend, as the case may be, project activities and contracts and such other action as may be required or desirable to keep to the minimum the costs upon the basis of which the financing is to be computed; (2} furnish a statement of the project activities and contracts, and other undertakings the cost of which are otherwise includable as project costs; and (3} remit to the Department such portion of the financing and any advance payment previously received as is determined by the Department to be due under the provisions of the Agreement. The termination or suspension shall be carried out in conformity with the latest schedule, plan, and budget as approved by the Department or upon the basis of terms and conditions imposed by the Department upon the failure of the Agency to furnish the schedule, plan, and budget within a reasonable time. The approval of a remittance by the Agency or the closing out of federal financial participa#ion in the project shall not constitute a waiver of any claim which the Department may otherwise have arising out of this Agreement. 9.12 The Department reserves the right to unilaterally cancel this Agreement for refusal by the contractor or Agency to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, F.S. and made or received in conjunction with this Agreement. 10.00 Remission of Project Account Upon Completion of Project: Upon completion of the project, and after payment, provision far payment, or reimbursement of all project costs payable from the project account is made, the Agency shall remit to the Department its share of any unexpended balance in the project account. 11.00 Audit and Inspection: The Agency shall permit, and shall require its contractors to permit, the Department's authorized representatives to inspect all work, materials, payrolls, records; and to audit the books, records and accounts pertaining to the financing and development of the project. 12.00 Contracts of the Agency: 12.10 Third Party Agreements: Except as otherwise authorized in writing by the Department, the Agency shall not execute any contract or obligate itself in any manner requiring the disbursement of Department joint participation funds, including consultant, construction or purchase of commodities contracts or amendments thereto, with any third party with respect to the project without the written approval of the Department. Failure to obtain such approval shall be sufficient cause far nonpayment by the Department as provided in Section $.23. The Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same. ,;... . Page 8 at to 7~s•aao-os PUBEIG TRANSP4RTATtON O6ta7 12.20 Compliance with Gonsultants` Gompetitive Negotiation Act: It is understood and agreed by the parties hereto that participation by the Department in a praject with an Agency, where said praject involves a consultant contract far engineering, arohitecture or surveying services, is contingent an the Agency complying in full with provisions of Chapter 287, F.S.,-Consultants' Campetitive Negotiation Aat. At the discretion of the Department, the Agency will involve the Department in the Consultant Selection Process far all contracts. In all cases, the Agency's Attamey shall certify to the Department that selection has been accomplished in compliance with the Consultants' Campetitive Negotiation Aat. 12,30 Disadvantaged Business Enterprise (DBE} Policy and Obligation: 12.31 DBE Policy: It is the policy of the Department that disadvantaged business enterprises as defined in 49 CFR Part 26, as amended, shall have the maximum opportunity to participate in the perfom7ance of contracts financed in whole or in part with Department funds under this Agreement. The DBE requirements of 49 CFR Part 26, as amended, apply to this Agreement. 12.32 DBE Obligation: The Agency and its contractors agree to ensure that Disadvantaged Business Enterprises as defined in 49 CFR Part 26, as amended, have the maximum opportunity to participate in the performance of contracts and this Agreement. In this regard, all recipients, and contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26, as amended, to ensure that the Disadvantaged Business Enterprises have the maximum opportunity to compete for and perform contracts. Grantees, recipients and their contractors shall not discriminate on the basis of race, color, national origin ar sex in the award and performance of Department assisted contracts. 12.40 The Agenay agrees to report any reasonable cause notice of noncompliance based an 49 CFR Part 26 filed under this section to the Department within 3Q days of receipt by the Agenay. 13.40 Restrictions, Prohibitions, Controls, and Labor Provisions: 13.10 Equal Employment Opportunity: In connection with the carrying out of any project, the Agenay shall not discriminate against any employee or applicant far employmen# because of race, age, creed, color, sex ar national origin. The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited ta, the fa8awing: Employment upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay ar other forms of compensation; and selection for training, including apprenticeship. The Agenay shall insert the foregoing provision modified only to show the particular contractual relationship in ail its contracts in connection with the development or operation of the project, except contracts for standard commercial supplies or raw materials, and shall require all such contractors to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. When the praject involves installation, construction, demolition, removal, site improvement, ar similar work, the Agency shaft post, in conspicuous places available to employees and applicants far employment far project wank, notices to be provided by the Department setting forth the provisions of the nondiscrimination clause. 13.20 Title VI - Givil Rights Act of 1964: Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (42 tJ.S.C. 2000d, et. seq.}, the Regulations of the Federal Department of Transportation issued thereunder, and the assurance by the Agency pursuant thereto. 13.30 Title VIII • Giivil Rights Act of 1968: Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by Title VIII of the Civil Rights Act of 1968, 42 tJSC 3601,et seq., which among other things, prohibits discrimination in housing on the basis of race, solar, national origin, creed, sex, and age. 13.40 Americans with Disabilities Act of 1990 (ADA}: Execution of this Joint Participation Agreement constitutes a certification that the Agency wilt comply with all the requirements imposed by the ADA {42 tJ.S.C. 12192, et. seq.), the regulations of the federal government issued thereunder, and the assurance by the Agency pursuant thereto. Page 9 qt 14 725.030.46 PUSUC 7RANSPOR7A7ION 46107 13.50 Prohibited Interests: The Agency shall not enter into a contract or arrangement in connection with the project or any property included or planned to be included in the project, with any officer, director or employee of the Agency, or any business entity of which the officer, director or employee or the officer's, director's ar employee's spouse or child is an officer, partner, director, or proprietor or in which such officer, director or employee ar the officer's, director's or employee's spouse or child, .or any combination of them, has a material interest. "Material interest" means direct or indirect ownership of more than 5 percent of the total assets or capital stock of any business entity. The Agency shall not enter into any contract or arrangement in connection with the project or any property included or planned to be included in the project, with any person or entity who was represented before the Agency by any person who at any time during the immediately preceding two years was an officer, director ar employee of the Agency. The provisions of this subsection shall not be applicable to any agreement between the Agency and its fiscal depositories, any agreemen# far utility services the rates for which are fixed or controlled by the government, or any agreement between the Agency and an agency of state government. 13.60 Interest of Members af, ar Delegates to, Congress: Na member or delegate to the Congress of the United States shall be admitted to any share ar part of the Agreement or any benefit arising therefrom. 14.00 Miscellaneous Provisions: 14.10 Environmental Pollution: Execution of this Joint Participation Agreement constitutes a certification by the Agency that the project will be carried out in conformance with all applicable environmental regulations including the securing of any applicable permits. The Agency will be solely responsible for any liability in the event of non-compliance with applicable environmental regulations, including the securing of any applicable permits, and will reimburse the Department far any loss incurred in connection therewith. 14.20 Department Nat {}bligated to Third Parties: The Department shall not be obligated or liable hereunder to any party other than the Agency. 14.30 When Rights and Remedies Nat Waived: In no event shall the making by the Department of any payment to the Agency 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 Agency, and the making of such payment by the Department while any such breach or default shall exist shall in noway impair or prejudice any right or remedy available to the Departmen# with respect to such breach or default. 14.40 Haw Agreement is Affected by Provisions Being Held Mvalid: If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance the remainder would then continue to conform to the terms and requirements of applicable law. 14.50 Bonus ar Commission: By execution of the Agreement the Agency represents that it has not paid and, also, agrees not to pay, any bonus or Cammissian for the purpose of obtaining an approval of its application for the financing hereunder. 14.60 State or Territorial I_aw: Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision thereof, perform any other act or da any other thing in Contravention of any applicable Slate law: Provided, that if any of the provisions of the Agreement violate any applicable State law, the Agency will at once notify the Department in writing in order that appropriate Changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the project.. Paga 14 of 14 7zsasa-ae PUBLIC TftANSP{7ftTATION x6/07 14.70 Use and Maintenance of Project Facilities and Equipment: The Agency agrees that the project facilities and equipment will be used by the Agency to provide or support public transportation far the period of the useful life of such facilities and equipment as determined in accordance with general accounting principles and approved by the Department. The Agency further agrees to maintain the project facilities and equipment in good working order far the useful life of said facilities or equipment. 14.71 Property Records: The Agency agrees to maintain property records, conduct physical inventories and develop control systems as required by 49 CFR Part 18, when applicable. 14.80 Disposal of Project Facilities or Equipment: If the Agency disposes of any project facility or equipment during its useful life far any purpose except its replacement with like facility or equipment for public transportation use, the Agency will comply with the terms of 49 CFR Part 18 relating to property management standards. The Agency agrees to remit to the Department a proportional amount of'the proceeds from the disposal of the facility or equipment. Said proportional amount shall be determined on the basis of the ratio of the Department financing of the facility ar equipment as provided in this Agreement. 14.90 Contractual Indemnity: Ta the extent provided by law, the Agency shalt indemnify, defend, and hold harmless the Department and all of its officers, agents, and employees from any claim, loss, damage, cast, charge, or expense arising out of any act, error, omission, or negligent act by the Agency, its agents, or employees, during the performance of the Agreement, except that neither the Agency, its agents, or its employees will be liable under this paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Department ar any of its officers, agents, or employees during the performance of the Agreement. When the department receives a notice of claim for damages that may have been caused by the Agency in the performance of services required under this Agreement, the Department will immediately forward the claim to the Agency. The Agency and the Department will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After reviewing the claim, the Department will determine whether to require the participation of the Agency in the defense of the claim or to require that the Agency defend the Department in such claim as described in this section. The Department's failure to promptly notify the Agency of a claim shad not act as a waiver of any right herein to require the participation in or defense of the claim by Agency. The Department and the Agency will each pay its own expenses far the evaluation, settlement negotiations, and trial, if any. However, if only one party participates in the defense of the claim at trial, that party is responsible for all expenses at trial. 15.00 Plans and Speci#ications: In the event that this Agreement involves the purchasing of capital equipment or the constructing and equipping of facilities, the Agency shall submit to the Department for approval all appropriate plans and specifications covering the project. The Department will review all plans and specifications and will issue to the Agency written approval with any approved portions of the project and comments or recommendations concerning any remainder of the project deemed appropriate. After resolution of these comments and recommendations to the Department's satisfaction, the Department will issue to the Agency written approval with said remainder of the project. Failure to obtain this written approval shall be sufficient cause for nonpayment by the Department as provided in 8.23. 16.00 Project Completion, Agency Certification: The Agency will certify in writing on or attached to the final invoice, that the project was completed in accordance with applicable plans and specifications, is in place on the Agency facility, that adequate title is in the Agency and that the project is accepted by the Agency as suitable for the intended purpose. 17.00 Appropriation of Funds: 17.10 The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the t_egislature. Page ,1 of to 725.034~r~ PUBLIC TRANSPORTATI{tN #'~t07 17,20 Multi-Year Commitment; In the event this Agreement is in excess of $25,000 and has a term far a period of more than one year, the provisions of Chapter 339,135{6}(a}, F.S., are hereby incorporated: "(a}The Department, during any fiscal year, shall not expend money, incur any liability, ar enter into any contract which, by its terms involves the expenditure of money in excess of the amounts budgeted as available far expenditure during such fiscal year. Any contract, verbal ar written, made in violation of this subsection is nub and void, and na money may be paid an 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 far periods exceeding 1 year, but any contract sa made shall be executory only for the value of the services to be rendered ar 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 far a period of mare than 1 year.'" 18.00 Expiration of Agreement: The Agency agrees to complete the project on ar before December 1 2011 . If the Agency does not complete the project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department .Expiration of this Agreement will be considered termination of the project and the procedure established in Section 9.00 of this Agreement shall be initiated. 18.10 Final Invoice: The Agency must submit the final invoice on this project to the department within 120 days after the expiration of this Agreement. Invoices submitted after the 120 day time period will not be paid. 19.00 Agreement Format: All words used herein in the singular form shall extend to and include the plural All wards used in the plural farm shah extend to and include the singular. All wards used in any gender shad extend to and include all genders. 20.00 Execution of Agreement: This Agreement may be simultaneously executed in a minimum of two counterparts, each of which sa executed shall be deemed to be an original, and such counterparts together shall constitute one in the same instrument. 21.40 Restrictions on Lobbying: 21.10 Federal; The Agency agrees that no federal appropriated funds have been paid or will be paid by or on behalf of the Agency, to any person for influencing ar attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer ar employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement: If any funds other than federal appropriated funds have been paid by the Agency to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, ar an employee of a Member of Congress in connection with this Joint Participation Agreement; the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Agency shall require that the language of this section be included in the award documents far all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements} and that all subrecipients shall certify and disclose accordingly. 21.20 State: No funds received pursuant to this contract may be expended far lobbying the Legislature or a state agency. PagB rz or rn 725-03006 PUBUG 7RANSPQRTATION 06!07 22.00 Vendors Rights: Vendors {in this document identified as Agency) providing goods and services to the Department should be aware of the following time frames. Upon receipt, the Department has five {5) working days to inspect and approve the goods and services unless the bid specifications, purchase order ar contract specifies otherwise. 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 invoices is received ar the goods or services are received, inspected and approved. If a payment is not available within 40 days after receipt of the invoice and receipt, inspection and approval of goods and services, a separate interest penalty in accordance wi#h Section 215.422{3}{b}, F.S. will be due and payable, in addition to the invoice amount to the Agency. The interest penalty provision applies after a 35 day time period to health care providers, as defined by rule. interest penal#ies of less than one (1 }dollar will not be enforced unless the Agency requests payment. Invoices which have to be returned to an Agency because of vendor 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 Agencies who may be experiencing problems in obtaining timely payment{s} from the Department. The Vendor Ombudsman may be contacted at {850) 410-9724 ar by calling the Department of Financial Services Hotline, 1-800-848-3792. 23.00 Public Entity Crime: A person or affiliate who has been placed an the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods ar 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 ar public work, may not submit bids an leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, ar 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 s. 287.017, F.S. for CATEGORY TWO for a period of 36 months from the date of being placed an the convicted vendor list. 24.00 Discrimination: An entity or affiliate who has bean placed on the discriminatory vendor list may not submit a bid on a contract to provide any goads or services to a public entity, may not submit a bid on a contract with a public entity far the construction or repair of a public building ar public work, may not submit bids on leases of real property to a public entity, may not be awarded ar 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, Page 13 at 14 ' 725.03006 ' PUBLIC TRANSPCiRTATION O6/Q7 Financial Project No. 423932-1 Contract No. ~~~~~ Agreement Date 1~~a3 y(~} IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY City of Defray Beach' '~ ,~ AGENCY NAME SIGNATORY (PRINTED DR TYPED) SIGNATt1RE District Director Transprotation Development TITLE ~~ -Fo M A~,proved as to form and ~ iegal sufficiency: F~~ City Attorney FDOT See atta ed Encumbranc~or date of Funding Appro by Cornptroller~~ f? t LEGAL REVIEW DEPARTMENT Of TRANSPORTATION DEPARTMENT OF TRANSPORTATI ~~ 1~~ TITLE Qirocfior of Transporfiafilort Developmenfi Page 14 of 74 Finandal Project No. 423932-1 Contract No, ~ ~ b ~ ~- Agreement Date ~~" ~~ ~~,} EXHIBIT "A"' PROJECTS CtESCRIPTION AND RESPC}NSIBII.ITIES This exhibit farms an integral part of that certain Joint Participation Agreement between the State of Florida, Department of Transportation and Citv of Delray Beach 100 NW 1st Avenue Delray Beach. FL 33444. referent~d by the above Financial Project Number. PROJECT t_OCATION: Various sites throughout the City of Defray Beach PROJECT DESCRIPTION: The purchase and installation of bus shelters and the construction of sidewalks in the City of Delray Beach. SPECtAC CONSIDERATIONS BY AGENCY: The audit report{s} required in paragraph 7.60 of the Agreement shall indude a schedule of project assistance that will reflect the Department's contract number, Financial Project Number and the Federal Identification number, where applicable, and the amount of state funding action {receipt and disbursement of funds} and any federal or local funding action and the funding action from any other source with respect to the project. 1.Tfie audit report{s} required in paragraph 7,60 of the Agreement shall indude a schedule of project assistance that viii reflect the Department's contract number, financial project number and the federal identification number, where applicable , and the amount of state funding action {receipt and disbussment of funds }and any federal or focal funding action and the funding from any other source with respect to the project. 2. Comply with project management requirements outlined in Exhibit C. SPECIAt_ CONSIDERATIONS $Y DEPARTMENT: The Department has 10 wanking days to review invo'~ces after receipt of invoice packages. Page i of i ' Financial Prajed No. 423932-1 Gontrad No. ~ ~~ ~ t~,_ Agreement Date ~ ~ ~"~ U EXHIBIT "B'° PRt3JECT BUQGET This exhibit forms an integral part of that aartain Joint Par6cipatian Agreement between the State of Florida, Department of Transportation and Citv of Delray Beact- 100 NW 1st Avenue Delray Seac~. FL 33444 referenced by the above Financial Prajed Number. PROJECT COST: $499,810 TOTAL PROJECT COST: $499,810 PARTICIPATION: Maximum Federal Participation NA Agency Participation In-Kind Cash Other Maximum Department Participation, Primary Federal Reimbursable Local Reimbursable { ~} or $ { 0 %} ar $ ( 0 °fo} or $ ( 50 °t°} or $ 249,905 ( 50 %} or $ 249,905 ( °I°} or $ { °I°} or S TOTAL PROJECT COST: $499,810 Pape 1 Cf 1 FM NO. 423932-1 CONTRACT NO. ApnSa EXHIBIT "C" This.exhibit forms an integral part of that certain Joint Participation Agreement between the State of Flo ida, Department of Transportation and the City of Delray Beach, dated: is ~ ~8 ---r Reference statues as applicable. Chapter 341 DOCUMENTS REQUIRED TO BE SUBNIITTED TO THE DEPARTMENT BY THE AGENCY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT: 1. All proposals, plans, specifications, and 3"' party contracts covering the project for Departmental approval. 2. Copies of all correspondence related to this project. 3. Audit Reports as described in Section 7.60 of this JPA. 4. Quarterly Pro~eress Reyor[s provided within thirty (30) days of the end of the quarter. 5. Three (3) original Invoice Summaries and backup information must be submitted to the District Office when requesting payment. 6. A final report concerning the results of this project must be received within 60 days of the expiration of this project. ~~~~~~ STATE AGENCY: Florida I}epartment of Transportation FM# 423932-1 CSFA #: 55.012 TITLE: Public Transit Service Development Program A,MOI~'d'I`: $ 250,000.00 AUTHORIZATION: Section 341,051, Florida Statutes COMPLIANCE REQUIREMENTS: Restrictions: Projects are subject to specified times of duration, but no more than three years. Other: District Offices consult with eligible recipients to identify projects that maybe eligible for funding, TJpon completion of these consultations, the District Offices prepare Irsts of projects. Priority is given to projects that are statewide in nature or that demonstrate services, ~Eechnologies, or methods that would be applicable elsewhere in the State. The Department may provide up to one-half of the net project casts but no more #ttan the amount of funding committed by the local project sponsor. Any proposed state participation of more than 50 percent of net project cost shall be for projects of statewide significance and approved by the Department: Information Contact: DeparM~ent of Transportation Public Transportation Office 605 Suwannee Street, Mail Station 26 Tallahassee, FI, 32399-2435 Phone: {850} 414-4500 SUNCOM: 994-4500 t, 2 E~:HIBIT I} STATE AGENCY: Florida I3eparttnent of Transportation FM# 423932-1 CSFA #: 55,012 TI'T'LE: Pablic Transit Service Development Program AMOUNT: ~ 250,OOa.Oo AUTHORIZATION: Section 341.051, Florida Statutes COMPLIANCE REQUIREMENTS: R@Strlcti011S: Projects are subject to specified times of duration, but no more than three years. Other: District Offices consult with eligible recipients to identify projects that may be eligible for funding. Upon completion of these consultations, the District flffces prepare lists of projects. Priority is given to projects that are statewide in nature or that demonstrate services; technologies, or methods that would be applicable elsewhere in the State. The Department may provide up t4 one-half of the net project costs but no more than the amount of funding committed by the local project sponsor. Any proposed state participation of more than 50 percent of net project cost shall be for proj~ts of statewide significance and approved by the Department. Information Contact: Department of Transportation Public Transportation Office 605 Suwannee Street, Mail Station 26 Tallahassee, FL 32399-2435 Phone: {$50} 414-450fl SITNCOM: 994-4500 .. ~. ~ifiy of Delray Beach ESD TR:ANS~~IITTAL X10.00005 434 South Swinton Avenue Phone: 561-243-7177 Delray Beach, FL 33444 Fax: 561-243-7060 PROJECT: SW 29 St,- SW 2 Ave Sidewalks DATE: 1130/2009 TO: City Clerks Ofl:rce .REF: 2007-04"7 (E) ATTN: Kimberly Wynn WE ARE SENDING: SUBMITTED FOR: ACTION TAKEN: ^ Sho Drawin s ^ A royal ^ A raved as Submitted ^ Letter Yaur Lase ^ A roved as Noted ^ Prints As Re uested ^ Returned After Loan ^ Chan e Ordar Review and Comment ^ Resubmit ^ Plans ^ Submit ^ Sam les SENT' VIA: ^ Returned ^ S eoifications Attached ^ Returned for Corrections Other: Ful] Executed FOOT JPA ^ Se orate Cover Via: Due Date: :ITEM NO. COPIES'DATE~;,_ ITEM ....NUMBER REV, NO. DESCRIPTION... . .. STATUS 1 1 1!30/2009 SUB 2k7.47-001-003 001 Fully Executed Original FOOT JPA APP SidewalklSheiters Remarks: Kim, Attached, please find one (1) fully executed original Florida Department of Transportation {FOOT) Joint Participation Agreement far the SW 29th St.ISW 22nd Ave. Sidewalks and Bus Shelters Project #2007-047 far filing in the Clerk's Office. Thank you, Caralanne R~EIVEE~ JAN 3 0 2009 CITY CLERK CC: MaryAnn Young, Finance Dept, Expedition ~ Signed. ' Caralanne Kucmerowski ~ . ' +• 1 `T 9~t1 ` h ~ ~~ I -T T DELRAY BEACH, FLQRIDA 33444 • 561!243-7000 Qo4~ off o~aap~ o~pQa DELRAY BEACF# r ~ 4 a o All-America City 1993 aaa~ ERTITICATIO~ 1, CHEVE~~E D. NUBIN, City Clerk of the City of Delray Beach, do hereby certify that the attached document is a true and correct copy of Resolution No. 52-08, as the same was passed by the Delray Beach City Commission in regular session on the 7~" day of October 2008. IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of the City of Delray Beach, Florida, on this the 25~' day of November, 2088. ~-T. ~~tl'~~ZnaN Chevelle D. Nubin, CMC City Clerk City of Delray Beach, Florida SEAL) ~.iIT~ ~~~~~ 100 N.W. 1st AVENt1E • .SERVICE PERFORMANCE INTEGRITY I~FSP©NSZe~E INN©VATIVE TEAMWURK } RESOLtrTZOIV rr0. ~a.os A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, APPROVING THE JOINT PARTICIPATION AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORATION FOR FUNDING OF THE PURCHASE AND INSTALLATION OF BUS SHELTERS AND CONSTRUCTION OF SIDEWALKS AND AUTHORIZING THE EXECUTION C-F THE AGREEMENT. WHEREAS, THE City of Delray Beach, Florida desires to approve the Joint Participation Agreement for funding of the purchase and installation of bus shelters and construction of sidewalks and WHEREAS, the City Commission authorizes the execution of the Agreements NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: ectian 1. That the recitals set forth above are incorporated as if fully set forth herein. coon 2. The City Commission of the City of Delray Beach authorizes the entry into the Joint Participation Agreement between the City and the Florida Department of Transportation and authorizes the execution thereof. ' PASSED AND ADOPTED in regular session an this the ~ day of ,~~~__ ~~~a~, 200$. MAYOR ATTEST: City Clerk MEMORANDUM TO: Mayor and City Commissioners FROM: Randal L. Krejcarek, P.E., LEED AP, City Engineer Richard C. Hasko, PE, Environmental Services Director THROUGH: David T. Harden, City Manager DATE: October 1, 2008 SUBJECT: AGENDA ITEM 8 J -REGULAR COMMISSION MEETING OF OCTOBER 7. 2008 RESOLUTION NO 52-08/FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT)/JOINT PARTICIPATION AGREEMENT ITEM BEFORE COMMISSION Request approval/authorization for the Mayor to execute a Joint Participation Agreement (JPA) with Florida Department of Transportation (FDOT) for 50% reimbursement of costs related to the installation of sidewalks along SW 29 Street/SW 22 Avenue and bus shelters in various locations. Total project cost is estimated at $499,810. BACKGROUND The City was awarded a 50% matching grant via the FDOT Discretionary Grant Program. This grant will fund 50% of the cost to install sidewalks along SW 29 Street/SW 22 Avenue and install 18 bus shelters in various locations throughout the City. The sidewalk part of this grant will provide a continuous sidewalk along SW 29 Street/SW 22 Avenue from Congress Avenue to Old Germantown Road. The bus shelters will provide protection for those waiting for Palm Tran or the City free shuttle service. See attached location map. FUNDING SOURCE 334-3162-541-68.47 RECOMMENDATION Staff recommends approval. N N O O ~~ ^v ~~~OO N~ °D OW-~ _ao ~~ ,S STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION JOINT PARTICIPATION AGREEMENT 725-030-06 PUBLIC TRANSPORTATION osio7 Financial Project No.: 423932-1 (item-seg m e nt-phase-sequence) Contract No.: CFDA Number: Fund: 680 Function: Federal No.: DUNS No.: CSFA Number: 55.012 FLAIR Approp.: 088774 FLAIR Obj.: 750012 Org. Code: 55042010429 VendorNo.: F596000308028 THIS AGREEMENT, made and entered into this day by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter referred to as the Department, and Citv of Delrav Beach 100 NW 1st Avenue Delrav Beach FL 33444 hereinafter referred to as Agency. The Department and Agency agree that all terms of this Agreement will be completed on or before December 1, 2011 and this Agreement will expire unless a time extension is provided in accordance with Section 18.00. WITNESSETH: WHEREAS, the11 Agency has the authority to enter into said Agreement and to undertake the project hereinafter described, and the Department has been granted the authority to function adequately in all areas of appropriate jurisdiction including the implementation of an integrated and balanced transportation system and is authorized under 341.051 , Florida Statutes, to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations herein, the parties agree as follows: 1.00 Purpose of Agreement: The purpose of this Agreement is The purchase and installation of bus shelters and the construction of sidewalks in the City of Delray Beach. and as further described in Exhibit(s) A,B,C,D attached hereto and by this reference made a part hereof, hereinafter referred to as the project, and to provide Departmental financial assistance to the Agency and state the terms and conditions upon which such assistance will be provided and the understandings as to the manner in which the project will be undertaken and completed. Page 1 of 14 725-030-06 PUBLIC TRANSPORTATION 06/07 2.00 Accomplishment of the Project _ 2.10 General Requirements: The Agency shall commence, and complete the project as described in Exhibit "A" attached hereto and by this reference made a part hereof this Agreement, with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions herein, and all applicable laws. 2.20 Pursuant to Federal, State, and Local Law: In the event that any election, referendum, approval, permit, notice, or other proceeding or authorization is requisite under applicable law to enable the Agency to enter into this Agreement or to undertake the project hereunder, or to observe, assume or carry out any of the provisions of the Agreement, the Agency will initiate and consummate, as provided by law, all actions necessary with respect to any such matters so requisite. 2.30 Funds of the Agency: The Agency shall initiate and prosecute to completion all proceedings necessary including federal aid requirements to enable the Agency to provide the necessary funds for completion of the project. 2.40 Submission of Proceedings, Contracts and Other Documents: The Agency shall submit to the Department such data, reports, records, contracts and other documents relating to the project as the Department may require as listed in Exhibit "C" attached hereto and by this reference made a part hereof. 3.00 Project Cost: The total estimated cost of the project is $ 499,810.00 .This amount is based upon the estimate summarized in Exhibit "B" attached hereto and by this reference made a part hereof this Agreement. The Agency agrees to bear all expenses in excess of the total estimated cost of the project and any deficits involved. 4.00 Department Participation: The Department agrees to maximum participation, including contingencies, in the project in the amount of $ 249,905.00 as detailed in Exhibit "B", or in an amount equal to the percentage(s) of total project cost shown in Exhibit "B", whichever is less. 4.10 Project Cost Eligibility :Project costs eligible for State participation will be allowed only from the effective date of this agreement. It is understood that..State participation in eligible project costs is subject to: (a) Legislative approval of the Department's appropriation request in the work program year that the project is scheduled to be committed; (b) Availability of funds as stated in Section 17.00 of this Agreement; (c) Approval of all plans, specifications, contracts or other obligating documents and all other terms of this Agreement; (d) Department approval of the project scope and budget (Exhibits A & B) at the time appropriation authority becomes available. 4.20 Front End Funding :Front end funding ^ is D is not applicable. If applicable, the Department may initially pay 100% of the total allowable incurred project costs up to an amount equal to its total share of participation as shown in paragraph 4.00. 5.00 Retainage :Retainage ^ is ~ is not applicable. If applicable, _ percent of the Department's total share of participation as shown in paragraph 4.00 is to be held in retainage to be disbursed, at the Department's discretion, on or before the completion of the final project audit. Page 2 of 14 725-030-06 PUBLIC TRANSPORTATION 06/07 6.00 Project Budget and Payment Provisions: 6.10 The Project Budget: A project budget shall be prepared by the Agency and approved by the Department. The Agency shall maintain said budget, carry out the project and shall incur obligations against and make disbursements of project funds only in conformity with the latest approved budget for the project. No budget increase or decrease shall be effective unless it complies with fund participation requirements established in Section 4.00 of this Agreement and is approved by the Department Comptroller. 6.20 Payment Provisions: Unless otherwise allowed under Section 4.20, payment will begin in the year the project or project phase is scheduled in the work program as of the date of the agreement. Payment will be made for actual costs incurred as of the date the invoice is submitted with the final payment due upon receipt of a final invoice. 7.00 Accounting Records: 7.10 Establishment and Maintenance of Accounting Records: The Agency shall establish for the project, in conformity with requirements established by Department's program guidelines/procedures and "Principles for State and Local Governments", separate accounts to be maintained within its existing accounting system or establish independent accounts. Such accounts are referred to herein collectively as the "project account". Documentation of the project account shall be made available to the Department upon request any time during the period of the Agreement and for three years after final payment is made. 7.20 Funds Received Or Made Available for The Project: The Agency shall appropriately record in the project account, and deposit in a bank or trust company which is a member of the Federal Deposit Insurance Corporation, all payments received by it from the Department pursuant to this Agreement and all other funds provided for, accruing to, or otherwise received on account of the project, which Department payments and other funds are herein collectively referred to as "project funds". The Agency shall require depositories of project funds to secure continuously and fully all project funds in excess of the amounts insured under federal plans, or under State plans which have been approved for the deposit of project funds by the Department, by the deposit or setting aside of collateral of the types and in the manner as prescribed by State Law for the security of public funds, or as approved by the Department. 7.30 Costs Incurred for the Project: The Agency shall charge to the project account all eligible costs of the project. Costs in excess of the latest approved budget or attributable to actions which have not received the required approval of the Department shall not be considered eligible costs. 7.40 Documentation of Project Costs: All costs charged to the project, including any approved services contributed by the Agency or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or ,vouchers evidencing in proper detail the nature and propriety of the charges. 7.50 Checks, Orders, and Vouchers: Any check or order drawn by the Agency with respect to any item which is or will be chargeable against the project account will be drawn only in accordance with a properly signed voucher then on file in the office of the Agency stating in proper detail the purpose for which such check or order is drawn. All checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the project shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other such documents. 7.60 Audit Reports: In addition to the requirements below, the Agency agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the Department, including but not limited to site visits and limited scope audits. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the State Comptroller or Auditor General. The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of three years from the date the audit report is issued, and shall allow the Department access to such records and working papers upon request. The following requirements do 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 state agency inspector general, the Auditor General, or any other state official. The Agency shall comply with all audit and audit reporting requirements as specified in Exhibit "D" attached hereto and by this reference made a part hereof this Agreement. Page 3 of 14 725-030-06 PUBLIC TRANSPORTATION 06/07 7.61 Monitoring: In addition to reviews of audits conducted in accordance with OMB Circular A-133 and Section 215.97, Florida Statutes, (see "Audits" below), monitoring procedures may include, but not be limited to, on-site visits by Department staff, limited scope audits as defined by OMB Circular A-133, and/or other procedures. The Agency 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 Agency is appropriate, the Agency agrees to comply with any additional instructions provided by the Department staff to the Agency regarding such audit. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by FDOT's Office of Inspector General (OIG) and Florida's Chief Financial Officer (CFO) or Auditor General. 7.62 Audits: Part I Federally Funded: If the Agency is a state, local government, or non-profit organizations as defined in OMB Circular A-133 and a recipient of federal funds, the following annual audit criteria will apply: 1. In the event that the recipient expends $500,000 or more in Federal awards in its fiscal year, the recipient must have a single or program-specific audit conducted in accordance with the provisions of OMB Circular A-133, as revised Exhibit "D" to this agreement indicates Federal resources awarded through the Department by this agreement. In determining the Federal awards expended in its fiscal year, the recipient shall consider all sources of Federal awards, including Federal resources received from the Department. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A-133, as revised. An audit of the recipient conducted by the Auditor General in accordance with the provisions OMB Circular A-133, as revised, will meet the requirements of this part. 2. In connection with the audit requirements addressed in Part I, Paragraph 1., the recipient shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A-133. 3. If the recipient expends less than the amount in Part I, Paragraph 1., an audit conducted in accordance with the provisions of OMB Circular A-133, is not required. If the recipient elects to conduct such an audit, the cost of the audit must be paid from resources obtained from other than Federal entities. 4. Federal awards are to be identified using the Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, and name of the awarding federal agency. Part II State Funded: If the Agency is a nonstate entity as defined by Section 215.97(2)(m), Florida Statutes, and a recipient of state funds, the following annual audit criteria will apply: 1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $500, 000 in any fiscal year, the recipient must have a State single or project-specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services and the CFO; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. Exhibit "D" to this agreement indicates state financial assistance awarded through the Department by this agreement. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements. 2. In connection with the audit requirements addressed in Part II, Paragraph 1., the recipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapter 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. 3. If the recipient expends less than the amount in Part II, Paragraph 1., such audit is not required. If the recipient elects to conduct such an audit, the cost of the audit must be paid from the recipient's resources obtained from nonstate entities. 4. 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. Page a of t 4 725.030-06 PUBLIC TRANSPORTATION 06/07 Part III Other Audit Requirements 1. The Agency 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. 2. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is completed or the dispute is resolved. Access to project records and audit work papers shall be given to the Department, the Department Comptroller, 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. Part IV Report Submission 1. Copies of reporting packages for audits conducted in accordance with OMB Circular A-133, as revised, and required by Section 7.622 Part I of this agreement shall be submitted, when required by Section .320 (d), OMB Circular A-133, by or on behalf of the recipient directly to each of the following: A. The Department at each of the following addresses: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 B. The number of copies required by Sections .320 (d)(1) and (2), OMB Circular A-133, submitted to the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East 10th Street Jeffersonville, IN 47132 C. Other Federal agencies and pass-through entities in accordance with Sections .320 (e) and (f), OMB Circular A-133. 2. In the event that a copy of the reporting package for an audit required by Section 7.62 Part I of this Agreement and conducted in accordance with OMB Circular A-133 is not required to be submitted to the Department for reasons pursuant to section .320 (e)(2), OMB Circular A-133, the recipient shall submit the required written notification pursuant to Section .320 (e)(2) and a copy of the recipient's audited schedule of expenditures of Federal awards directly to each of the following: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale. Florida 33309-3421 In addition, pursuant to Section .320 (f), OMB Circular A-133, as revised, the recipient shall submit a copy of the reporting package described in Section .320 (c), OMB Circular A-133, and any management letters issued by the auditor, to the Department at each of the following addresses: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 Page 5 of 14 725-030-06 PUBLIC TRANSPORTATION 06/07 3. Copies of financial reporting packages required by Section 7.62 Part II of this Agreement shall be submitted by or on behalf of the recipient directly to each of the following: A. The Department at each of the following addresses: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 B. The Auditor General's Office at the following address: Auditor General's Office Room 401, Pepper Building 111 West Madison Street Tallahassee, Florida 32399-1450 4. Copies of reports or the management letter required by Section 7.62 Part III of this Agreement shall be submitted by or on behalf of the recipient directly to: A. The Department at each of the following addresses: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 5. 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, Section 215.97, Florida Statutes, and Chapter 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable. 6. Recipients, when submitting financial reporting packages to the Department for audits done in accordance with OMB Circular A-133 or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the Agency in correspondence accompanying the reporting package. 7.63 Record Retention: The Agency 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 CFO or Auditor General access to such records upon request. The Agency shall ensure that the independent audit working papers are made available to the Department, or its designee, the 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. 7.64 Other Requirements: If an audit discloses any significant audit findings related to any award, including material noncompliance with individual project compliance requirements or reportable conditions in internal controls of the Agency, the Agency shall submit as part of the audit package to the Department a plan for corrective action to eliminate such audit findings or a statement describing the reasons that corrective action is not necessary. The Agency shall take timely and appropriate corrective action to any audit findings, recommendations, and corrective action plans. 7.65 Insurance: Execution of this Joint Participation Agreement constitutes a certification that the Agency has and will maintain the ability to repair or replace any project equipment or facilities in the event of loss or damage due to any accident or casualty for the useful life of such equipment or facilities. In the event of the loss of such equipment or facilities, the Agency shall either replace the equipment or facilities or reimburse the Department to the extent of its interest in the lost equipment or facility. In the event this Agreement is for purchase of land or for the construction of infrastructure such as airport runways the Department may waive or modify this section. Page 6 of 74 725-030-06 PUBLIC TRANSPORTATION 06107 8.00 Requisitions and Payments: 8.10 Action by the Agency: In order to obtain any Department funds, the Agency shall file with the Department of Transportation, District Four Public Transportation Office 3400 West Commercial Boulevard Fort Lauderdale , FL, 33309-3421 its requisition on a form or forms prescribed by the Department, ahd any other data pertaining to the project account (as defined in Paragraph 7.10 hereof) to justify and support the payment requisitions. 8.11 Invoices for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. 8.12 Invoices for any travel expenses shall be submitted in accordance with Chapter 112.061, F.S The Department may establish rates lower than the maximum provided in Chapter 112.On1, F.S. 8.13 For real property acquired, submit; (a) the date the Agency acquired the real property, (b) a statement by the Agency certifying that the Agency has acquired said real property, and actual consideration paid for real property. (c) a statement by the Agency certifying that the appraisal and acquisition of the real property together with any attendant relocation of occupants was accomplished in compliance with all federal laws, rules and procedures required by any federal oversight agency and with all state laws, rules and procedures that may apply to the Agency acquiring the real property. 8.20 The Department's Obligations: Subject to other provisions hereof, the Department will honor such requisitions in amounts and at times deemed by the Department to be proper to ensure the carrying out of the project and payment of the eligible costs. However, notwithstanding any other provision of this Agreement, the Department may elect by notice in writing not to make a payment on the project if: 8.21 Misrepresentation: The Agency shall have made misrepresentation of a material nature in its application, or any supplement thereto or amendment thereof, or in or with respect to any document or data furnished therewith or pursuant hereto; 8.22 Litigation: There is then pending litigation with respect to the performance by the Agency of any of its duties or obligations which may jeopardize or adversely affect the project, the Agreement, or payments to the project; 8.23 Approval by Department: The Agency shall have taken any action pertaining to the project which, under this agreement, requires the approval of the Department or has made related expenditures or incurred related obligations without having been advised by the Department that same are approved; 8.24 Conflict of Interests: There has been any violation of the conflict of interest provisions contained herein; or 8.25 Default: The Agency has been determined by the Department to be in default under any of the provisions of the Agreement. 8.26 Federal Participation (If Applicable): Any federal agency providing federal financial assistance to the project suspends or terminates federal financial assistance to the project. In the event of suspension or termination of federal financial assistance, the Agency will reimburse the Department for all disallowed costs, including any and all federal financial assistance as detailed in Exhibit "B." 8.30 Disallowed Costs: In determining the. amount of the payment, the Department will exclude all projects costs incurred by the Agency prior to the effective date of this Agreement, costs which are not provided for in the latest approved budget for the project, and costs attributable to goods or services received under a contract or other arrangements which have not been approved in writing by the Department. Page 7 0(14 725-030-06 PUBLIC TRANSPORTATION 06/07 8.40 Payment Offset: If, after project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this agreement, the Department may offset such amount from payments due for work or services done under any public transportation joint participation agreement which it has with the Agency owing such amount if, upon demand, payment of the amount is not made within sixty (60) days to the Department. Offsetting amounts shall not be considered a breach of contract by the Department. 9.00 Termination or Suspension of Project: 9.10 Termination or Suspension Generally: If the Agency abandons or, before completion, finally discontinues the project; or if, by reason of any of the events or conditions set forth in Sections 8.21 to 8.26 inclusive, or for any other reason, the commencement, prosecution, or timely completion of the project by the Agency is rendered improbable, infeasible, impossible, or illegal, the Department will, by written notice to the Agency, suspend any or all of its obligations under this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected, or the Department may terminate any or all of its obligations under this Agreement. 9.11 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any final termination or suspension notice under this paragraph, the Agency shall proceed promptly to carry out the actions required therein which may include any or all of the following: (1) necessary action to terminate or suspend, as the case may be, project activities and contracts and such other action as may be required or desirable to keep to the minimum the costs upon the basis of which the financing is to be computed; (2) furnish a statement of the project activities and contracts, and other undertakings the cost of which are otherwise includable as project costs; and (3) remit to the Department such portion of the financing and any advance payment previously received as is determined by the Department to be due under the provisions of the Agreement. The termination or suspension shall be carried out in conformity with the latest schedule, plan, and budget as approved by the Department or upon the basis of terms and conditions imposed by the Department upon the failure of the Agency to furnish the schedule, plan, and budget within a reasonable time. The approval of a remittance by the Agency or the closing out of federal financial participation in the project shall not constitute a waiver of any claim which the Department may otherwise have arising out of this Agreement. 9.12 The Department reserves the right to unilaterally cancel this Agreement for refusal by the contractor or Agency to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, F.S. and made or received in conjunction with this Agreement. 10.00 Remission of Project Account Upon Completion of Project: Upon completion of the project, and after payment, provision for payment, or reimbursement of all project costs payable from the project account is made, the Agency shall remit to the Department its share of any unexpended balance in the project account. 11.00 Audit and Inspection: The Agency shall permit, and shall require its contractors to permit, the Department's authorized representatives to inspect all work, materials, payrolls, records; and to audit the books, records and accounts pertaining to the financing and development of the project. 12.00 Contracts of the Agency: 12.10 Third Party Agreements: Except as otherwise authorized in writing by the Department, the Agency shall not execute any contract or obligate itself in any manner requiring the disbursement of Department joint participation funds, including consultant, construction or purchase of commodities contracts or amendments thereto, with any third party with respect to the project without the written approval of the Department. Failure to obtain such approval shall be sufficient cause for nonpayment by the Department as provided in Section 8.23. The Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same. Page 8 of 14 725-030-06 PUBLIC TRANSPORTATION 06/07 12.20 Compliance with Consultants' Competitive Negotiation Act: It is understood and agreed by the parties hereto that participation by the Department in a project with an Agency, where said project involves a consultant contract for engineering, architecture or surveying services, is contingent on the Agency complying in full with provisions of Chapter 287, F.S., Consultants' Competitive Negotiation Act. At the discretion of the Department, the Agency will involve the Department in the Consultant Selection Process for all contracts. In all cases, the Agency's Attorney shall certify to the Department that selection has been accomplished in compliance with the Consultants' Competitive Negotiation Act. 12.30 Disadvantaged Business Enterprise (DBE) Policy and Obligation: 12.31 DBE Policy: It is the policy of the Department that disadvantaged business enterprises as defined in 49 CFR Part 26, as amended, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Department funds under this Agreement. The DBE requirements of 49 CFR Part 26, as amended, apply to this Agreement. 12.32 DBE Obligation: The Agency and its contractors agree to ensure that Disadvantaged Business Enterprises as defined in 49 CFR Part 26, as amended, have the maximum opportunity to participate in the performance of contracts and this Agreement. In this regard, all recipients, and contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26, as amended, to ensure that the Disadvantaged Business Enterprises have the maximum opportunity to compete for and perform contracts. Grantees, recipients and their contractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of Department assisted contracts. 12.40 The Agency agrees to report any reasonable cause notice of noncompliance based on 49 CFR Part 26 filed under this section to the Department within 30 days of receipt by the Agency. 13.00 Restrictions, Prohibitions, Controls, and Labor Provisions: 13.10 Equal Employment Opportunity: In connection with the carrying out of any project, the Agency shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin. The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Agency shalt insert the foregoing provision modified only to show the particular contractual relationship in all its contracts in connection with the development or operation of the project, except contracts for standard commercial supplies or raw materials, and shall require all such contractors to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. When the project involves installation, construction, demolition, removal, site improvement, or similar work, the Agency shall post, in conspicuous places available to employees and applicants for employment for project work, notices to be provided by the Department setting forth the provisions of the nondiscrimination clause. 13.20 Title VI -Civil Rights'Act of 1964: Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d, et. seq.), the Regulations of the Federal Department of Transportation issued thereunder, and the assurance by the Agency pursuant thereto. 13.30 Title VIII -Civil Rights Act of 1968: Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by Title VIII of the Civil Rights Act of 1968, 42 USC 3601,et seq., which among other things, prohibits discrimination in housing on the basis of race, color, national origin, creed, sex, and age. 13.40 Americans with Disabilities Act of 1990 (ADA): Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by the ADA (42 U.S.C. 12102, et. seq.), the regulations of the federal government issued thereunder, and the assurance by the Agency pursuant thereto. Page 9 of 14 725-030-06 PUBLIC TRANSPORTATION 06/07 13.50 Prohibited Interests: The Agency shall not enter into a contract or arrangement in connection with the project or any property included or planned to be included in the project, with any officer, director or employee of the Agency, or any business entity of which the officer, director or employee or the officer's, director's or employee's spouse or child is an officer, partner, director, or proprietor or in which such officer, director or employee or the officer's, director's or employee's spouse or child, or any combination of them, has a material interest. "Material Interest" means direct or indirect ownership of more than 5 percent of the total assets or capital stock of any business entity. The Agency shall not enter into any contract or arrangement in connection with the project or any property included or planned to be included in the project, with any person or eritity who was represented before the Agency by any person who at any time during the immediately preceding two years was an officer, director or employee of the Agency. The provisions of this subsection shall not be applicable to any agreement between the Agency and its fiscal depositories, any agreement for utility services the rates for which are fixed or controlled by the government, or any agreement between the Agency and an agency of state government. 13.60 Interest of Members of, or Delegates to, Congress: No member or delegate to the Congress of the United States shall be admitted to any share or part of the Agreement or any benefit arising therefrom. 14.00 Miscellaneous Provisions: 14.10 Environmental Pollution: Execution of this Joint Participation Agreement constitutes a certification by the Agency that the project will be carried out in conformance with all applicable environmental regulations including the securing of any applicable permits. The Agency will be solely responsible for any liability in the event of non-compliance with applicable environmental regulations, including the securing of any applicable permits, and will reimburse the Department for any loss incurred in connection therewith. 14.20 Department Not Obligated to Third Parties: The Department shall not be obligated or liable hereunder to any party other than the Agency. 14.30 When Rights and Remedies Not Waived: In no event shall the making by the Department of any payment to the Agency 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 Agency, and the making of such payment by the Department while any such breach or default shall exist shall~in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. 14.40 How Agreement Is Affected by Provisions Being Held Invalid: If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance the remainder would then continue to conform to the terms and requirements of applicable law. 14.50 Bonus or Commission: By execution of the Agreement the Agency represents that it has not paid and, also, agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. - 14.60 State or Territorial Law: Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision thereof, perform any other act or do any other thing in contravention of any applicable State law: Provided, that if any of the provisions of the Agreement violate any applicable State law, the Agency will at once notify the Department in writing in order that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the project. Page 10 0114 I 725030-06 PUBLIC TRANSPORTATION 06/07 14.70 Use and Maintenance of Project Facilities and Equipment: The Agency agrees that the project facilities a.nd equipment will be used by the Agency to provide or support public transportation for the period of the useful life of such facilities and equipment as determined in accordance with general accounting principles and approved by the Department. The Agency further agrees to maintain the project facilities and equipment in good working order for the useful life of said facilities or equipment. 14.71 Property Records: The Agency agrees to maintain property records, conduct physical inventories and develop control systems as required by 49 CFR Part 18, when applicable. 14.80 Disposal of Project Facilities or Equipment: If the Agency disposes of any project facility or equipment during its useful life for any purpose except its replacement with like facility or equipment for public transportation use, the Agency will comply with the terms of 49 CFR Part 18 relating to property management standards. The Agency agrees to remit to the Department a proportional amount of the proceeds from the disposal of the facility or equipment. Said proportional amount shall be determined on the basis of the ratio of the Department financing of the facility or equipment as provided in this Agreement. 14.90 Contractual Indemnity: To the extent provided by taw, the Agency shall indemnify, defend, and hold harmless the Department and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Agency, its agents, or employees, during the performance of the Agreement, except that neither the Agency, its agents, or its employees will be liable under this paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Department or any of its officers, agents, or employees during the performance of the Agreement. When the Department receives a notice of claim for damages that may have been caused by the Agency in the performance of services required under this Agreement, the Department will immediately forward the claim to the Agency. The Agency and the Department will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After reviewing the claim, the Department will determine whether to require the participation of the Agency in the defense of the claim or to require that the Agency defend the Department in such claim as described in this section. The Department's failure to promptly notify the Agency of a claim shall not act as a waiver of any right herein to require the participation in or defense of the claim by Agency. The Department and the Agency will each pay its own expenses for the evaluation, settlement negotiations, and trial, if any. However, if only one party participates in the defense of the claim at trial, that party is responsible for all expenses at trial. 15.00 Plans and Specifications: In the event that this Agreement involves the purchasing of capital equipment or the constructing and equipping of facilities, the Agency shall submit to the Department for approval all appropriate plans and specifications covering the project. The Department will review all plans and specifications and will issue to the Agency written approval with any approved portions of the project and comments or recommendations concerning any remainder of the project deemed appropriate. After resolution of these comments and recommendations to the Department's satisfaction, the Department will issue to the Agency written approval with said remainder of the project. Failure to obtain this written approval shall be sufficient cause for nonpayment by the Department as provided in 8.23. 16.00 Project Completion, Agency Certification: The Agency will certify in writing on or attached to the final invoice, that the project was completed in accordance with applicable plans and specifications, is in place on the Agency facility, that adequate title is in the Agency and that the project is accepted by the Agency as suitable for the intended purpose. 17.00 Appropriation of Funds: 17.10 The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. Page 11 of 14 725-030-06 PUBLIC TRANSPORTATION 06/07 17.20 Multi-Year Commitment: 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 Chapter 339.135(6)(a), F.S., are hereby incorporated: "(a) 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 executory 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." 18.00 Expiration of Agreement: The Agency agrees to complete the project on or before December 1, 2011 If the Agency does not complete the project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department .Expiration of this Agreement will be considered termination of the project and the procedure established in Section 9.00 of this Agreement shall be initiated. 18.10 Final Invoice: The Agency must submit the final invoice on this project to the Department within 120 days after the expiration of this Agreement. Invoices submitted after the 120 day time period will not be paid. 19.00 Agreement Format: 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. 20.00 Execution of Agreement: This Agreement may be simultaneously executed in a minimum of two counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one in the same instrument. 21.00 Restrictions on Lobbying: 21.10 Federal: The Agency agrees that no federal appropriated funds have been paid or will be paid by or on behalf of the Agency, to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. If any funds other than federal appropriated funds have been paid by the Agency to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Joint Participation Agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Agency shall require that the language of this section be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 21.20 State: No funds received pursuant to this contract may be expended for lobbying the Legislature or a state agency. Page 12 of 14 725-030-06 PUBLIC TRANSPORTATION 06/07 22.00 Vendors Rights: Vendors (in this document identified as Agency) providing goods and services to the Department should be aware of the following time frames. Upon receipt, the Department has five (5) working days to inspect and approve the goods and services unless the bid specifications, purchase order or contract specifies otherwise 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 after receipt of the invoice and receipt, inspection and approval of goods and services, a separate interest penalty in accordance with Section 215.422(3)(b), F.S. will be due and payable, in addition to the invoice amount to the Agency. The interest penalty provision applies after a 35 day time period to health care providers, as defined by rule. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices which have to be returned to an Agency because of vendor 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 Agencies who may be experiencing problems in obtaining timely payment(s) from the Department. The Vendor Ombudsman may be contacted at (850) 410-9724 or by calling the Department of Financial Services Hotline, 1-800-848-3792. 23.00 Public Entity Crime: 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 s. 287.017, F.S. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 24.00 Discrimination: An entity or affiliate who 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. Page 13 of 14 725-030-06 PUBLIC TRANSPORTATION 06/07 Financial Project No. 423932-1 Contract No. Agreement Date IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY City of Delray Beach AGENCY NAME FDOT See attached Encumbrance Form for date of Funding Approval by Comptroller SIGNATORY (PRINTED OR TYPED) LEGAL REVIEW DEPARTMENT OF TRANSPORTATION SIGNATURE - DEPARTMENT OF TRANSPORTATION District Director Transprotation Development TITLE TITLE Page 14 of 14 Financial Project No. 423932-1 Contract No. Agreement Date EXHIBIT "A" PROJECTS DESCRIPTION AND RESPONSIBILITIES This exhibit forms an integral part of that certain Joint Participation Agreement between the State of Florida, Department of Transportation and City of Delrav Beach 'I00 NW 1st Avenue Delrav Beach FL 33444 referenced by the above Financial Project Number. PROJECT LOCATION: Various sites throughout the City of Delray Beach PROJECT DESCRIPTION: The purchase and installation of bus shelters and the construction of sidewalks in the City of Delray Beach. SPECIAL CONSIDERATIONS BY AGENCY: The audit report(s) required in paragraph 7.60 of the Agreement shall include a schedule of project assistance that will reflect the Department's contract number, Financial Project Number and the Federal Identification number, where applicable, and the amount of state funding action (receipt and disbursement of funds) and any federal or local funding action and the funding action from any other source with respect to the project. 1.The audit report(s) required in paragraph 7.60 of the Agreement shall include a schedule of project assistance that will reflect the Department's contract number, financial project number and the federal identification number, where applicable , and the amount of state funding action (receipt and disbursment of funds ) and any federal or local funding action and the funding from any other source with repsect to the project. 2. Comply with project management requirements outlined in Exhibit C SPECIAL CONSIDERATIONS BY DEPARTMENT: The Department has 10 working days to review invoices,after receipt of invoice packages. Page 1 of 1 Financial Project No. 423932-1 Contract No. Agreement Date EXHIBIT "A" PROJECTS DESCRIPTION AND RESPONSIBILITIES This exhibit forms an integral part of that certain Joint Participation Agreement between the State of Florida, Department of Transportation and City of Delrav Beach 100 NW 1st Avenue Delrav Beach FL 33444 referenced by the above Financial Project Number. PROJECT LOCATION: Various sites throughout the City of Delray Beach PROJECT DESCRIPTION: The purchase and installation of bus shelters and the construction of sidewalks in the City of Delray Beach. SPECIAL CONSIDERATIONS BY AGENCY: The audit report(s) required in paragraph 7.60 of the Agreement shall include a schedule of project assistance that will reflect the Department's contract number, Financial Project Number and the Federal Identification number, where applicable, and the amount of state funding action (receipt and disbursement of funds) and any federal or local funding action and the funding action from any other source with respect to the project. 1.The audit report(s) required in paragraph 7.60 of the Agreement shall include a schedule of project assistance that will reflect the Department's contract number, financial project number and the federal identification number, where applicable , and the amount of state funding action (receipt and disbursment of funds ) and any federal or local funding action and the funding from any other source with repsect to the project. 2. Comply with project management requirements outlined in Exhibit C. SPECIAL CONSIDERATIONS BY DEPARTMENT: The Department has 10 working days to review invoices after receipt of invoice packages. Page 1 of 1 Financial Project No. 423932-1 Contract No. Agreement Date EXHIBIT "B" PROJECT BUDGET This exhibit forms an integral part of that certain Joint Participation Agreement between the State of Florida, Department of Transportation and Citv of Delrav Beach 100 NW 1st Avenue Delrav Beach FL 33444 referenced by the above Financial Project Number. I. PROJECT COST: $ 499, 810 TOTAL PROJECT COST: II. PARTICIPATION: Maximum Federal Participation NA Agency Participation In-Kind Cash Other Maximum Department Participation, Primary Federal Reimbursable Local Reimbursable $ 499, 810 ( %) or $ ( 0 %) or $ ( 0 %) or $ ( 50 %) or $ 249,905 ( 50 %) or $ 249,905 ( %) or $ ( %) or $ TOTAL PROJECT COST: $ 499, 810 Page 1 of 1 FM N0. 423932-1 CONTRACT N0. EXHIBIT "C" This exhibit forms an integral part of that certain Joint Participation Agreement between the State of Florida, Department of Transportation and the City of Delray Beach, dated: Reference statues as applicable. Chapter 341 DOCUMENTS REQUIRED TO BE SUBMITTED TO THE DEPARTMENT BY THE AGENCY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT: 1. All proposals, plans, specifications, and 3~d party contracts covering the project for Departmental approval. 2. Copies of all correspondence related to this project. 3. Audit Reports as described in Section 7.60 of this JPA. 4. Quarterly Proaress Reports provided within thirty (30) days of the end of the auarter. 5. Three (3) original Invoice Summaries and backup information must be submitted to the District Office when requesting payment. 6. A final report concerning the results of this project must be received within 60 days of the expiration of this project. EXHIBIT D STATE AGENCY: Florida Department of Transportation FM# 423932-1 CSFA #: 55.012 TITLE: Public Transit Service Development Program AMOUNT: $ 250,000.00 AUTHORIZATION: Section 341.051, Florida Statutes COMPLIANCE REQUIREMENTS: Restrictions: Projects are subject to specified times of duration, but no more than three years. Other: District Offices consult with eligible recipients to identify projects that may be eligible for funding. Upon completion of these consultations, the District Offices prepare lists of projects. Priority is given to projects that are statewide in nature or that demonstrate services, technologies, or methods that would be applicable elsewhere in the State. The Department may provide up to one-half of the net project costs but no more than the amount of funding committed by the local project sponsor. Any proposed state participation of more than 50 percent of net project cost shall be for projects of statewide significance and approved by the Department. Information Contact: Department of Transportation Public Transportation Office 605 Suwannee Street, Mail Station 26 Tallahassee, FL 32399-2435 Phone: (850) 414-4500 SUNCOM: 994-4500 To: Carolanne Kucmerowski, Construction Management Technician CC: File From: Kimberly Wynn, Executive Assistant/Agenda Coordinator Date: 10/28/2008 Re: Resolution No. 52-08/Florida Department of Transportation (FDOT)/Joint Participation Agreement For your records and disbursement, attached please find two (2) certified copies of of Resolution No. 52-08, authorizing the execution of a Joint Participation Agreement with the Florida Department of Transportation for reimbursement of cost for the installation of sidewalks along S.W. 29`h Street/S.W. 22"a Avenue and bus shelters in various locations. This item was approved on the October 7, 2008 Regular Commission Meeting; Item 8.J. The original contract has been maintained in the Clerk's Department. Please call me at 243-7059 if you have any questions. Thanks . KW/kw Attachments -~ , - 3 , ~- City of Delray Beach ESD TRANSMITTAL No. 00001 434 South Swinton Avenue Phone: 561-243-7177 Delray Beach, FL 33444 Fax: 561-243-7060 PROJECT: SW 29 St.- SW 2 Ave Sidewalks DATE: 10/27/2008 TO: City Attorneys Office REF: 2007-047 (E) 200 NW 1st Ave Delray Beach, FL 33444 ATTN~ Rrian Shutt WE ARE SENDING: SUBMITTED FOR: ACTION TAKEN: - ^ Sho Drawin s A royal ^ A roved as Submitted ^ Letter ^ Your Use ^ A roved as Noted ^ Prints ^ As Re nested ^ Retumed After Loan ^ Chan e Order ^ Review and Comment ^ Resubmit ^ Plans ^ Submit ^ Sam les SENT VIA: ^ Returned ^ S ecifications Attached ^ Returned for Corrections Other: FDOT JPA ^ Se arate Cover Via: ^ Due Date: +ITEMNO. COPIES:DATE ITEM,. .NUMBER. REV.lvO.DESCRIPTION :,.. .. __ :STATUS 1 2 10/27/200f SUB 2k7.47-001-001 001 Original Florida Department of Transportation NEW Joint Participation Agreements Remarks: Brian, Attached, please find two (2) originals of the State of Florida Department of Transportation (FDOT) Joint Participation Agreement (JPA) for reimbursement of costs for the installation of sidewalks along S.W. 29th Street/S.W. 22nd Avenue and bus shelters in various locations for your review and approval. This item was approved by Commission on October 7, 2008; Agenda Item 8.J. After you have executed, please forward to the City Clerk's Office for further processing. Thank you, Carolanne RECEIVED ocT z s zoos CITY ATTORNEY CC: Signed• _ ~- Carolanne Kucmerowski Expedition STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION JOINT PARTICIPATION AGREEMENT 725030.06 PUBLIC TRANSPORTATION osro7 Financial Project No.: 423932-1 (item-se gm ent-phase-sequence) Contract No.: CFDA Number: Fund: 680 FLAIR Approp.: 088774 Function: FLAIR Obj.: 750012 Federal No.: Org. Code: 55042010429 DUNS No.: Vendor No.: F596000308028 CSFA Number: 55.012 THIS AGREEMENT, made and entered into this day of , by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter referred to as the Department, and Citv of Delrav Beach 100 NW 1st Avenue Delrav Beach. FL 33444 hereinafter referred to as Agency. The Department and Agency agree that all terms of this Agreement will be completed on or before December 1.2011 and this Agreement will expire unless a time extension is provided in accordance with Section 18.00. WITNESSETH: WHEREAS, the11 Agency has the authority to enter into said Agreement and to undertake the project hereinafter described, and the Department has been granted the authority to function adequately in all areas of appropriate jurisdiction including the implementation of an integrated and balanced transportation system and is authorized under 341.051 Florida Statutes, to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations herein, the parties agree as follows: 1.00 Purpose of Agreement: The purpose of this Agreement is The purchase and installation of bus shelters and the construction of sidewalks in the City of Delray Beach. and as further described in Exhibit(s) A,B,C.D attached hereto and by this reference made a part hereof, hereinafter referred to as the project, and to provide Departmental financial assistance to the Agency and state the terms and conditions upon which such assistance will be provided and the understandings as to the manner in which the project will be undertaken and completed. Page 1 of 14 72b030.06 PUBLIC TRANSPORTATION O6/07 2.00 Accomplishment of the Project 2.10 General Requirements: The Agency shall commence, and complete the project as described in Exhibit "A" attached hereto and by this reference made a part hereof this Agreement, with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions herein., and all applicable laws. 2.20 Pursuant to Federal, State, and Local Law: In the event that any election, referendum, approval, permit, notice, or other proceeding or authorization is requisite under applicable law to enable the Agency to enter into this Agreement or to undertake the project hereunder, or to observe, assume or carry out any of the provisions of the Agreement, the Agency will initiate and consummate, as provided by law, all actions necessary with respect to any such matters so requisite. 2.30 Funds of the Agency: The Agency shall initiate and prosecute to completion all proceedings necessary including federal aid requirements to enable the Agency to provide the necessary funds for completion of the project. 2.40 Submission of Proceedings, Contracts and Other Documents: The Agency shall submit to the Department such data, reports, records, contracts and other documents relating to the project as the Department may require as listed in Exhibit "C" attached hereto and by this reference made a part hereof. 3.00 Project Cost: The total estimated cost of the project is $ 499.810.00 .This amount is based upon the estimate summarized in Exhibit "B" attached hereto and by this reference made a part hereof this Agreement. The Agency agrees to bear all expenses in excess of the total estimated cost of the project and any deficits involved. 4.00 Department Participation: The Department agrees to maximum participation, including contingencies, in the project in the amount of $ 249,905.00 as detailed in Exhibit "B", or in an amount equal to the percentage(s) of total project cost shown in Exhibit "B", whichever is less. 4.10 Project Cost Eligibility :Project costs eligible for State participation will be allowed only from the effective date of this agreement. It is understood that State participation in eligible project costs is subject to: (a) Legislative approval of the Department's appropriation request in the work program year that the project is scheduled to be committed; (b) Availability of funds as stated in Section 17.00 of this Agreement; (c) Approval of all plans, specifications, contracts or other obligating documents and all other terms of this Agreement; (d) Department approval of the project scope and budget (Exhibits A & B) at the time appropriation authority becomes available. 4.20 Front End Funding :Front end funding ^ is D is not applicable. If applicable, the Department may initially pay 100% of the total allowable incurred project costs up to an amount equal to its total share of participation as shown in paragraph 4.00. 5.00 Retainage : Retainage ^ is D is not applicable. If applicable, _ percent of the Department's total share of participation as shown in paragraph 4.00 is to be held in retainage to be disbursed, at the Department's discretion, on or before the completion of the final project audit. Page 2 of 14 72soao-oe PUBLIC TRANSPORTATION 06!07 6.00 Project Budget and Payment Provisions: 6.10 The Project Budget: A project budget shall be prepared by the Agency and approved by the Department. The Agency shall maintain said budget, carry out the project and shall incur obligations against and make disbursements of project funds only in conformity with the latest approved budget for the project. No budget increase or decrease shall be effective unless it complies with fund participation requirements established in .Section 4.00 of this Agreement and is approved by the Department Comptroller. 6.20 Payment Provisions: Unless otherwise allowed under Section 4.20, payment will begin in the year the project or project phase is scheduled in the work program as of the date of the agreement. Payment will be made for actual costs incurred as of the date the invoice is submitted with the final payment due upon receipt of a final invoice. 7.00 Accounting Records: 7.10 Establishment and Maintenance of Accounting Records: The Agency shall establish for the project, in conformity with requirements established by Department's program guidelines/procedures and "Principles for State and Local Governments", separate accounts to be maintained within its existing accounting system or establish independent accounts. Such accounts are referred to herein collectively as the "project account". Documentation of the project account shall be made available to the Department upon request any time during the period of the Agreement and for three years after final payment is made. 7.20 Funds Received Or Made Available for The Project: The Agency shall appropriately record in the project account, and deposit in a bank or trust company which is a member of the Federal Deposit Insurance Corporation, all payments received by it from the Department pursuant to this Agreement and all other fuhds provided for, accruing to, or otherwise received on account of the project, which Department payments and other funds are herein collectively referred to as "project funds". The Agency shall require depositories of project funds to secure continuously and fully all project funds in excess of the amounts insured under federal plans, or under State plans which have been approved for the deposit of project funds by the Department, by the deposit or setting aside of collateral of the types and in the manner as prescribed by State Law for the security of public funds, or as approved by the Department. 7.30 Costs Incurred for the Project: The Agency shall charge to the project account all eligible costs of the project. Costs in excess of the latest approved budget or attributable to actions which have not received the required approval of the Department shall not be considered eligible costs. 7.40 Documentation of Project Costs: All costs charged to the project, including any approved services contributed by the Agency or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of the charges. 7.50 Checks, Orders, and Vouchers: Any check or order drawn by the Agency with respect to any item which is or will be chargeable against the project account will be drawn only in accordance with a properly signed voucher then on file in the office of the Agency stating in proper detail the purpose for which such check or order is drawn. All checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the project shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other such documents. 7.60 Audit Reports: In addition to the requirements below, the Agency agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the Department, including but not limited to site visits and limited scope audits. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the State Comptroller or Auditor General. The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of three years from the date the audit report is issued, and shall allow the Department access to such records and working papers upon request. The following requirements do 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 state agency inspector general, the Auditor General, or any other state official. The Agency shall comply with all audit and audit reporting requirements as specified in Exhibit "D" attached hereto and by this reference made a part hereof this Agreement. Page 3 of 14 7zsoaaas PUBLIC TRANSPORTATION 06/07 7.61 Monitoring: In addition to reviews of audits conducted in accordance with OMB Circular A-133 and Section 215.97, Florida Statutes, (see "Audits" below), monitoring procedures may include, but not be limited to, on-site visits by Department staff, limited scope audits as defined by OMB Circular A-133, and/or other procedures. The Agency 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 Agency is appropriate, the Agency agrees to comply with any additional instructions provided by .the Department staff to the Agency regarding such audit. The Agency further agrees to comply and cooperate with any inspections, r'evievrs, investigations, or audits deemed necessary by FDOT's Office of Inspector General (OIG) and Florida's Chief Financial Officer (CFO) or Auditor General. 7.62 Audits: Part I Federally Funded: If the Agency is a state, local government, or non-profit organizations as defined in OMB Circular A-133 and a recipient of federal funds, the following annual audit criteria will apply: 1. In the event that the recipient expends $500,000 or more in Federal awards in its fiscal year, the recipient must have a single orprogram-specific audit conducted in accordance with the provisions of OMB Circular A-133, as revised Exhibit "D" to this agreement indicates Federal resources awarded through the Department by this agreement. In determining the Federal awards expended in its fiscal year, the recipient shall consider all sources of Federal awards, including Federal resources received from the Department. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A-133, as revised. An audit of the recipient conducted by the Auditor General in accordance with the provisions OMB Circular A-133, as revised, will meet the requirements of this part. 2. In connection with the audit requirements addressed in Part I, Paragraph 1., the recipient shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A-133. 3. If the recipient expends less than the amount in Part I, Paragraph 1., an audit conducted in accordance with the provisions of OMB Circular A-133, is not required. If the recipient elects to conduct such an audit, the cost of the audit must be paid from resources obtained from other than Federal entities. 4. Federal awards are to be identified using the Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, and name of the awarding federal agency. Part II State Funded: If the Agency is a nonstate entity as defined by Section 215.97(2)(m), Florida Statutes, and a recipient of state funds, the following annual audit criteria will apply: 1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $500, 000 in any fiscal year, the recipient must have a State single or project-specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services and the CFO; and Chapters 10.550 (local governmental ertities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. Exhibit "D" to this agreement indicates state financial assistance awarded through the Department by this agreement. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct orpass-through awards and resources received by a nonstate entity for Federal program matching requirements. 2. In connection with the audit requirements addressed in Part II, Paragraph 1., the recipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapter 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. 3. If the recipient expends less than the amount in Part II, Paragraph 1., such audit is not required. If the recipient elects to conduct such an audit, the cost of the audit must be paid from the recipient's resources obtained from nonstate entities. 4. 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. Paga 4 of 14 7z6-oao-os PUBLIC TRANSPORTATION 06/07 Part III Other Audit Requirements 1. The Agency 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. 2. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is completed or the dispute is resolved. Access to project records and audit work papers shall be given to the Department, the Department Comptroller, and the Auditor General. This section does not limit the authority of the Department to conductor arrange for the conduct of additional audits or evaluations of state financial assistance or limit the authority of any other state official. Part IV Report Submission 1. Copies of reporting packages for audits conducted in accordance with OMB Circular A-133, as revised, and required by Section 7.622 Part I of this agreement shall be submitted, when required by Section .320 (d), OMB Circular A-133, by or on behalf of the recipient directly to each of the following: A. The Department at each of the following addresses: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 B. The number of copies required by Sections .320 (d)(1) and (2), OMB Circular A-133, submitted to the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East 10th Street Jeffersonville, IN 47132 C. Other Federal agencies and pass-through entities in accordance with Sections .320 (e) and (f), OMB Circular A-133. 2. In the event that a copy of the reporting package for an audit required by Section 7.62 Part I of this Agreement and conducted in accordance with OMB Circular A-133 is not required to be submitted to the Department for reasons pursuant to section .320 (e)(2), OMB Circular A-133, the recipient shall submit the required written notification pursuant to Section .320 (e)(2) and a copy of the recipient's audited schedule of expenditures of Federal awards directly to each of the following: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 In addition, pursuant to Section .320 (f), OMB Circular A-133, as revised, the recipient shall submit a copy of the reporting package described in Section .320 (c), OMB Circular A-133, and any management letters issued by the auditor, to the Department at each of the following addresses: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 Page 6 of 14 72soao-o6 PUBLIC TRANSPORTATION 06/07 3. Copies of financial reporting packages required by Section 7.62 Part II of this Agreement shall be submitted by or on behalf of the recipient directly to each of the following: A. The Department at each of the following addresses: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 B. The Auditor General's Office at the following address: Auditor General's Office Room 401, Pepper Building 111 West Madison Street Tallahassee, Florida 32399-1450 4. Copies of reports or the management letter required by Section 7.62 Part III of this Agreement shall be submitted by or on behalf of the recipient directly to: A. The Department at each of the following addresses: FDOT District Four 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 5. 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, Section 215.97, Florida Statutes, and Chapter 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable. 6. Recipients, when submitting financial reporting packages to the Department for audits done in accordance with OMB Circular A-133 or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the Agency in correspondence accompanying the reporting package. 7.63 Record Retention: The Agency 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 CFO or Auditor General access to such records upon request. The Agency shall ensure that the independent audit working papers are made available to the Department, or its designee, the 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. 7.64 Other Requirements: If an audit discloses any significant audit findings related to any award, including material noncompliance with individual project compliance requirements or reportable conditions in internal controls of the Agency, the Agency shall submit as part of the audit package to the Department a plan for corrective action to eliminate such audit findings or a statement describing the reasons that corrective action is not necessary. The Agency shall take timely and appropriate corrective action to any audit findings, recommendations, and corrective action plans. 7.65 Insurance: Executioh of this Joint Participation Agreement constitutes a certification that the Agency has and will maintain the ability to repair or replace any project equipment or facilities in the event of loss or damage due to any accident or casualty for the useful life of such equipment or facilities. In the event of the loss of such equipment or facilities, the Agency shall either replace the equipment or facilities or reimburse the Department to the extent of its interest in the lost equipment or facility. In the event this Agreement is for purchase of land or for the construction of infrastructure such as airport runways the Department may waive or modify this section. Page 6 of 14 n6-oaao6 PUBLIC TRANSPORTATION 06/07 8.00 Requisitions and Payments: 8.10 Action by the Agency: In order to obtain any Department funds, the Agency shall file with the Department of Transportation, District Four Public Transportation Office 3400 West Commercial Boulevard Fort_L_auderdale , FL, 33309-3421 its requisition on a form or forms prescribed by the Department, and any other data pertaining to the project account (as defined in Paragraph 7.10 hereof) to justify and support the payment requisitions. 8.11 Invoices for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. 8.12 Invoices for any travel expenses shall be submitted in accordance with Chapter 1.12.061, F.S. The Department may establish rates lower than the maximum provided in Chapter 112.061, F.S. 8.13 For real property acquired, submit; (a) the date the Agency acquired the real property, (b) a statement by the Agency certifying that the Agency has acquired said real property, and actual consideration paid for real property. (c) a statement by the Agency certifying that the appraisal and acquisition of the real property together with any attendant relocation of occupants was accomplished in compliance with all federal laws, rules and procedures required by any federal oversight agency and with all state laws, rules and procedures that may apply to the Agency acquiring the real property. 8.20 The Department's Obligations: Subject to other provisions hereof, the Department will honor such requisitions in amounts and at times deemed by the Department to be proper to ensure the carrying out of the project and payment of the eligible costs. However, notwithstanding any other provision of this Agreement, the Department may elect by notice in writing not to make a payment on the project if: 8.21 Misrepresentation: The Agency shall have made misrepresentation of a material nature in its application, or any supplement thereto or amendment thereof, or in or with respect to any document or data furnished therewith or pursuant hereto; 8.22 Litigation: There is then pending litigation with respect to the performance by the Agency of any of its duties or obligations which may jeopardize or adversely affect the project, the Agreement, or payments to the project; 8.23 Approval by Department: The Agency shall have taken any action pertaining to the project which, under this agreement, requires the approval of the Department or has made related expenditures or incurred related obligations without having been advised by the Department that same are approved; 8.24 Conflict of Interests: There has been any violation of the conflict of interest provisions contained herein; or 8.25 Default: The Agency has been determined by the Department to be in default under any of the provisions of the Agreement. 8.26 Federal Participation (If Applicable): Any federal agency providing federal financial assistance to the project suspends or terminates federal financial assistance to the project. In the event of suspension or termination of federal financial assistance, the Agency will reimburse the Department for all disallowed costs, including any and all federal financial assistance as detailed in Exhibit "B." 8.30 Disallowed Costs: In determining the amount of the payment, the Department will exclude all projects costs incurred by the Agency prior to the effective date of this Agreement, costs which are not provided for in the latest approved budget for the project, and costs attributable to goods or services received under a contract or other arrangements which have not been approved in writing by the Department. Page 7 of 14 725-030-06 PUBLIC TRANSPORTATION 06/07 8.40 Payment Offset: If, after project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this agreement, the Department may offset such amount from payments due for work or services done under any public transportation joint participation agreement which it has with the Agency owing such amount if, upon demand, payment of the amount is not made within sixty (60) days to the Department. Offsetting amounts shall not be considered a breach of contract by the Department. 9.00 Termination or Suspension of Project: 9.10 Termination or Suspension Generally: If the Agency abandons or, before completion, finally discontinues the project; or if, by reason of any of the events or conditions set forth in Sections 8.21 to 8.26 inclusive, or for any other reason, the commencement, prosecution, or timely completion of the project by the Agency is rendered improbable, infeasible, impossible, or illegal, the Department will, by written notice to the Agency, suspend any or all of its obligations under this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected, or the Department may terminate any or all of its obligations under this Agreement. 9.11 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any final termination or suspension notice under this paragraph, the Agency shall proceed promptly to carry out the actions required therein which may include any or all of the following: (1) necessary action to terminate or suspend, as the case may be, project activities and contracts and such other action as may be required or desirable to keep to the minimum the costs upon the basis of which the financing is to be computed; (2) furnish a statement of the project activities and contracts, and other undertakings the cost of which are otherwise includable as project costs; and (3) remit to the Department such portion of the financing and any advance payment previously received as is determined by the Department to be due under the provisions of the Agreement. The termination or suspension shall be carried out in conformity with the latest schedule, plan, and budget as approved by the Department or upon the basis of terms and conditions imposed by the Department upon the failure of the Agency to furnish the schedule, plan, and budget within a reasonable time. The approval of a remittance by the Agency or the closing out of federal financial participation in the project shall not constitute a waiver of any claim which the Department may otherwise have arising out of this Agreement. 9.12 The Department reserves the right to unilaterally cancel this Agreement for refusal by the contractor or Agency to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, F.S. and made or received in conjunction with this Agreement. 10.00 Remission of Project Account Upon Completion of Project: Upon completion of the project, and after payment, provision for payment, or reimbursement of all project costs payable from the project account is made, the Agency shall remit to the Department its share of any unexpended balance in the project account. 11.00 Audit and Inspection: The Agency shall permit, and shall require its contractors to permit, the Departments authorized representatives to inspect all work, materials, payrolls, records; and to audit the books, records and accounts pertaining to the financing and development of the project. 12.00 Contracts of the Agency: 12.10 Third Party Agreements: Except as otherwise authorized in writing by the Department, the Agency shall not execute any contract or obligate itself in any manner requiring the disbursement of Department joint participation funds, including consultant, construction or purchase of commodities contracts or amendments thereto, with any third party with respect to the project without the written approval of the Department. Failure to obtain such approval shall be sufficient cause for nonpayment by the Department as provided in Section 8.23. The Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same. Page 8 of 14 725-030.06 PUBLIC TRANSPORTATION 06!07 12.20 Compliance with Consultants' Competitive Negotiation Act: It is understood and agreed by the parties hereto that participation by the Department in a project with an Agency, where said project involves a consultant contract for engineering, architecture or surveying services, is contingent on the Agency complying in full with provisions of Chapter 287, F.S.,.Consultants' Competitive Negotiation Act. At the discretion of the Department, the Agency will involve the Department in the Consultant Selection Process for all contracts. In all cases, the Agency's Attorney shall certify to the Department that selection has been accomplished in compliance with the Consultants' Competitive Negotiation Act. 12.30 Disadvantaged Business Enterprise (DBE) Policy and Obligation: 12.31 DBE Policy: It is the policy of the Department that disadvantaged business enterprises as defined in 49 CFR Part 26, as amended, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Department funds under this Agreement. The DBE requirements of 49 CFR Part 26, as amended, apply to this Agreement. 12.32 DBE Obligation: The Agency and its contractors agree to ensure that Disadvantaged Business Enterprises as defined in 49 CFR Part 26, as amended, have the maximum opportunity to participate in the performance of contracts and this Agreement. In this regard, all recipients, and contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26, as amended, to ensure that the Disadvantaged Business Enterprises have the maximum opportunity to compete for and perform contracts. Grantees, recipients and their contractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of Department assisted contracts. 12.40 The Agency agrees to report any reasonable cause notice of noncompliance based on 49 CFR Part 26 filed under this section to the Department within 30 days of receipt by the Agency. 13.00 Restrictions, Prohibitions, Controls, and Labor Provisions: 13.10 Equal Employment Opportunity: In connection with the carrying out of any project, the Agency shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin. The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Agency shall insert the foregoing provision modified only to show the particular contractual relationship in all its contracts in connection with the development or operation of the project, except contracts for standard commercial supplies or raw materials, and shall require all such contractors to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. When the project involves installation, construction, demolition, removal, site improvement, or similar work, the Agency shall post, in conspicuous places available to employees and applicants for employment for project work, notices to be provided by the Department setting forth the provisions of the nondiscrimination clause. 13.20 Title VI -Civil Rights Act of 1964: Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d, et. seq.), the Regulations of the Federal Department of Transportation issued thereunder, and the assurance by the Agency pursuant thereto. 13.30 Title VIII -Civil Rights Act of 1968: Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by Title VIII of the Civil Rights Act of 1968, 42 USC 3601,et seq., which among other things, prohibits discrimination in housing on the basis of race, color, national origin, creed, sex, and age. 13.40 Americans with Disabilities Act of 1990 (ADA): Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by the ADA (42 U.S.C. 12102, et. seq.), the regulations of the federal government issued thereunder, and the assurance by the Agency pursuant thereto. Page 9 of 14 726-030.06 PUBLIC TRANSPORTATION 06/07 13.50 Prohibited Interests: The Agency shall not enter into a contract or arrangement in connection with the project or any property included or planned to be included in the project, with any officer, director or employee of the Agency, or any business entity of which the officer, director or employee or the officer's, director's or employee's spouse or child is an officer, partner, director, or proprietor or in which such officer, director or employee or the officer's, director's or employee's spouse or child, .or any combination of them, has a material interest. "Material Interest" means direct or indirect ownership of more than 5 percent of the total assets or capital stock of any business entity. The Agency shall not enter into any contract or arrangement in connection with the project or any property included or planned to be included in the project, with any person or entity who was represented before the Agency by any person who at any time during the immediately preceding two years was an officer, director or employee of the Agency. The provisions of this subsection shall not be applicable to any agreement between the Agency and its fiscal depositories, any agreement for utility services the rates for which are fixed or controlled by the government, or any agreement between the Agency and an agency of state government. 13.60 Interest of Members of, or Delegates to, Congress: No member or delegate to the Congress of the United States shall be admitted to any share or part of the Agreement or any benefit arising therefrom. 14.00 Miscellaneous Provisions: 14.10 Environmental Pollution: Execution of this Joint Participation Agreement constitutes a certification by the Agency that the project will be carried out in conformance with all applicable environmental regulations including the securing of any applicable perrnits. The Agency will be solely responsible for any liability in the event of non-compliance with applicable environmental regulations, including the securing of any applicable permits, and will reimburse the Department for any loss incurred in connection therewith. 14.20 Department Not Obligated to Third Parties: The Department shall not be obligated or liable hereunder to any party other than the Agency. 14.30 When Rights and Remedies Not Waived: In no event shall the making by the Department of any payment to the Agency 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 Agency, and the making of such payment by the Department while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. 14.40 How Agreement Is Affected by Provisions Being Held Invalid: If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance the remainder would then continue to conform to the terms and requirements of applicable law. 14.50 Bonus or Commission: By execution of the Agreement the Agency represents that it has not paid and, also, agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. 14.60 State or Territorial Law: Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision thereof, perform any other act or do any other thing in contravention of any applicable State law: Provided, that if any of the provisions of the Agreement violate any applicable State law, the Agency will at once notify the Department in writing in order that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the project. , Page 10 of 14 7ze-oaaos PUBLIC TRANSPORTATION 06/07 14.70 Use and Maintenance of Project Facilities and Equipment: The Agency agrees that the project facilities and equipment will be used by the Agency to provide or support public transportation for the period of the useful life of such facilities and equipment as determined in accordance with general accounting principles and approved by the Department. The Agency further agrees to maintain the project facilities and equipment in good working order for the useful life of said facilities or equipment. 14.71 Property Records: The Agency agrees to maintain property records, conduct physical inventories and develop control systems as required by 49 CFR Part 18, when applicable. 14.80 Disposal of Project Facilities or Equipment: If the Agency disposes of any project facility or equipment during its useful life for any purpose except its replacement with like facility or equipment for public transportation use, the Agency will comply with the terms of 49 CFR Part 18 relating to property management standards. The Agency agrees to remit to the Department a proportional amount of'the proceeds from the disposal of the facility or equipment. Said proportional amount shall be determined on the basis of the ratio of the Department financing of the facility or equipment as provided in this Agreement. 14.90 Contractual Indemnity: To the extent provided by law, the Agency shall indemnify, defend, and hold harmless the Department and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Agency, its agents, or employees, during the performance of the Agreement, except that neither the Agency, its agents, or its employees will be liable under this paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Department or any of its officers, agents, or employees during the performance of the Agreement. When the Department receives a notice of claim for damages that may have been caused by the Agency in the performance of services required under this Agreement, the Department will immediately forward the claim to the Agency. The Agency and the Department will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After reviewing the claim, the Department will determine whether to require the participation of the Agency in the defense of the claim or to require that the Agency defend the Department in such claim as described in this section. The Department's failure to promptly notify the Agency of a claim shall not act as a waiver of any right herein to require the participation in or defense of the claim by Agency. The Department and the Agency will each pay its own expenses for the evaluation, settlement negotiations, and trial, if any. However, if only one party participates in the defense of the claim at trial, that party is responsible for all expenses at trial. 15.00 Plans and Specifications: In the event that this Agreement involves the purchasing of capital equipment or the constructing and equipping of facilities, the Agency shall submit to the Department for approval all appropriate plans and specifications covering the project. The Department will review all plans and specifications and will issue to the Agency written approval with any approved portions of the project and comments or recommendations concerning any remainder of the project deemed appropriate. After resolution of these comments and recommendations to the Department's satisfaction, the Department will issue to the Agency written approval with said remainder of the project. Failure to obtain this written approval shall be sufficient cause for nonpayment by the Department as provided in 8.23. 16.00 Project Completion, Agency Certification: The Agency will certify in writing on or attached to the final invoice, that the project was completed in accordance with applicable plans and specifications, is in place on the Agency facility, that adequate title is in the Agency and that the project is accepted by the Agency as suitable for the intended purpose. 17.00 Appropriation of Funds: 17.10 The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. Page 11 of t4 72s-oaaos PUBLIC TRANSPORTATION 06/07 17.20 Multi-Year Commitment: 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 Chapter 339.135(6)(a), F.S., are hereby incorporated: "(a) 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 executory 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." 18.00 Expiration of Agreement: The Agency agrees to complete the project on or before December 1.2011 . If the Agency does not complete the project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department .Expiration of this Agreement will be considered termination of the project and the procedure established in Section 9.00 of this Agreement shall be initiated. 78.10 Final Invoice: The Agency must submit the final invoice on this project to the Department within 120 days after the expiration of this Agreement. Invoices submitted after the 120 day time period will not be paid. 19.00 Agreement Format: 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. 20.00 Execution of Agreement: This Agreement may be simultaneously executed in a minimum of two counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one in the same instrument. 21.00 Restrictions on Lobbying: 21.10 Federal: The Agency agrees that no federal appropriated funds have been paid or will be paid by or on behalf of the Agency, to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. If any funds other than federal appropriated funds have been paid by the Agency to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Joint Participation Agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Agency shall require that the language of this section be included in the award documents for all subawards at all tiers (including subcontracts, subgrants; and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 21.20 State: No funds received pursuant to this contract may be expended for lobbying the Legislature or a state agency. Page 12 of 14 72so3o-oe PUBLIC TRANSPORTATION 06/07 22.00 Vendors Rights: Vendors (in this document identified as Agency) providing goods and services to the Department should be aware of the following time frames. Upon receipt, the Department has five (5) working days to inspect and approve the goods and services unless the bid specifications, purchase order or contract specifies otherwise, 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 after receipt of the invoice and receipt, inspection and approval of goods and services, a separate interest penalty in accordance with Section 215.422(3)(b), F.S. will be due and payable, in addition to the invoice amount to the Agency. The interest penalty provision applies after a 35 day time period to health care providers, as defined by rule. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices which have to be returned to an Agency because of vendor 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 Agencies who may be experiencing problems in obtaining timely payment(s) from the Department. The Vendor Ombudsman may be contacted at (850) 410-9724 or by calling the Department of Financial Services Hotline, 1-800-848-3792. 23.00 Public Entity Crime: 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 s. 287.017, F.S. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 24.00 Discrimination: An entity or affiliate who 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. Page 13 of 14 7zs-osaos PUBLIC TRANSPORTATION 06/07 Financial Project No. 423932-1 Contract No. Agreement Date IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY City of Delray Beach 0 AGENCY NAME ~~~ ~\ l~ S , ~ ~~,0~ SIGNATORY (PRINTED OR TYPED) FDOT See attached Encumbrance Form for date of Funding Approval by Comptroller LEGAL REVIEW DEPARTMENT OF TRANSPORTATION SIGNATURE District Director Transprotation Development TITLE M~PJ~o~. pA proved as to form andJ ~ I legal sufficiency: By: ~ ~' - City Attorney DEPARTMENT OF TRANSPORTATION TITLE Page 14 of 14