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Res 51-09RESOLUTION NO. 51-09 A REStJLIJTION OF THE CITY COI~IMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, APPROVING THE JOINT PARTICIPATION AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORATION FOR FUNDING OF TWELVE BUS SHELTERS AND AUTHORIZING THE E~'.ECUTION OF THE AGREEMENT. WHEREAS, THE City of Delray Beach, Florida desixes to approve the Joint Participation Agreement for funding of twelve new bus shelters; and WHEREAS, the City Con1f11lSSlon 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. ~~ PASSED AND ADOPTED in regular session on this the~day of , 2009. MAYOR ATTEST: City Clerk ~"1ii Page 1 of 1 MEMC}RANDUM TO: Mayar and City Commissioners FROM; Scott Aronson, Parking Management Specialist Richard C, Hasko, PE, Director of Environmental Services THROUGH: David T. Harden, City Manager DATE: September 15, 2009 SUBJECT: AGENDA ITEM. 8,C. -REGULAR COMMISSION MEETING OF SEPTEMBER 22.2409 RESOLUTION 51-09/FDOT JOINT PARTICIPATION AGREEMENT ITEM BEFOII-E +COMMISSION The item before the City Commission is that of approving Resolution 51-09 authorizing the City`s entering into a Joint Participation Agreement {JPA} with the Florida Department of Transportation {FOOT). BACKGROUND At its meeting of September 10, 2009 the City Commission approved the City's entering rota JPA 42512119401 far the installation of 12 bus shelters throughout the City. Staff has been advised by FOOT that a resolution must accompany the executed agreements when returned far processing. Resolution 51-09, {attached far your review} is before you for approval.. RECOMMENDATION By motion, approve resolution 51-09. http:llmiweb001JAgendas/Bluesheet.aspx?ItemID=2623&MeetingID=218 9/23!2009 RESClLUTIClN N0.51-09 A RESOLUTION OF THE QTY COlti~vffSSION OF THE QTY OF DELRAY BEACH, FLORIDA,, APPROVING T'I~ JOINT PARTIQPATION AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORATION FOR FUNDING OF TWELVE BUS SHELTERS A~JD AUTHORIZING THE EXECUTION OF THE AGREEMENT. V'VI-AREAS, T~~ City of Delray Beach, Florida desires to ave tl~ Joint Participation A~;r~ernent for fi.~uling of t~~lve new bus slaeltexs; and WI~REAS, the City Commission authariz~es the execution of the Agreement. NOW, THEREFORE, BE iT RESOLVED BY THE QTY COMI~SSION OF THE QTY OF DELRAY BEACi-~ FLORIDA,, AS FOLLOWS: Section 1. That the recitals set forth above are incorporated as if fully set Earth herein. Section 2. The City Carrunissian of the City of Delray Beach authaxizes the entry into the Joint Participation ~~, eexr~nt befcn~en the City and the Florida Del~artrx~nt of Transportation and autha the execution thereof. PASSE D AND ADOPTE D in regular session an this the _ day of .2009. ATTEST: MAYOR City Qerk STATE OF FIORtOA OEPARTlt1ENT OF TRANSPORTARON PUBLIC TE2ANSPORTAT[aN JOINT PAI2TICIPATEON AGREEMENT zzaoso~ae PUBLIC TRANSPORTATION D8f69 Page t of ~a Financial ProJact No.: 42512118401 em-se~meri'p sse-sequence Contract Nc.: CFDA Number: Fund: DPTC) Function: 215 Federal Nc.: DUNS No.: 84.939-7102 CSFA Number: ±;5x14 No.: VF586000308028 THIS AGREEMENT, made and entered Into thts day of by and between the STATE flF FLORIDA DEPARTMENT OF TRANSPt7RTAT[ON, an agency of the Stake of FCorida, hereinafter referred to as the Department, and City of Delray 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 an ar before in accordance with Secttan 18.00. and thEs Agreement wi0 expire unless a time extension is pravided WITNESSETH: WHEREAS, the 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 Impiementatian of an integrated and balanced transportation system and is authorized under 341.053 Flar'tda Statutes, to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations herein, the parties agree as fellows: 1.©0 Purpose of Agreement: The purpose of this Agreement Is Delray Beach Bus SheCters. i2 bus shelters at various locations throughout khe city. FLAiR Category: 088808 c~bJect Code: 750098 Orp.Code: 55042010428 and as further described in Exhibit{s} A, B, C ~ D attached hereto and by this reference made a part hereof, hereinafter re#erred to as the protect, an to pray a Departmental flnanc[al assistance to the Agency and state the terms and conditions upon which such assistance will be pravided and the understandings as to the manner in which the project will be undertaken and campCeted. tssosa-aa PUBt[C TRANSPORiAT{i}N 86+139 Page 2 of to 2.00 Accomplishment of the Praject 2.10 General Requirements; The Agency spoil commence, and complete the project as described in Exhibit "A" attached hereto and lay this reference made a part hereof this Agreemenk, with aN practical dispatch, in a sound, economical, and efficient manner, and in accordance wish 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 ar authorization is requisite under applicable law to enable the Agency to enter into this Agreement or to undertake the project hereunder, or io observe, assume or carry out any of the provisions of the Agreement, the Agency will initiate and consummate; as provided by law, ail actions necessary with respect fo any such matters sa requisite. 2.30 Funds of the Agency; The Agency shall initiate and prosecute to completion aEl proceedings necessary including federal aid requirements to enable the Agency to provide the necessary funds far completion of the project. 2.40 Submission of Proceedings, Contracts and {}ther Documents; The Agency shall submit to the Department such data, reports, records, contracts and other documents relating to fhe projeck 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 fatal estimated cosf of khe project is $ $200,000 .This amount is based upon the esHmafe summarized in Exhiblf "8" 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 Participatton; The Department agrees to maximum participation, including contingencies, in the project in the amount of $ $100,000 as detailed In Exhibit "B", ar In an amount equal to the percentage{s} of total project cost shown in Exhibit "B", whichever is less. 4.10 Praject Cast Eiigibllity :Praject casts eligible for State participation wiii be allowed only from the effective date of this agreemenk. it is understood that State participation in eligible project casts is subject to: (a} Legislative approval of the Department's appropriation request in the adopted work program year that the project is scheduled fo be committed; (b} Availability of funds as stated in Section 17.00 of khis Agreement; {c) Approval of all plans, specifications, contracts or other obligating documents and ail other terms of this Agreement; (d) Department approve! of fhe projeck scope and budget {Exhibits A 8} at fhe tEme appropriation authority becomes available. 4.20 Front End Funding : Front end funding {~ is Q is not applicable. If applicable, the pepartment may InE#ialiy pay 100% of the total allowable incurred project costs up to an amount equal to its total share of participation as spawn in paragraph 4.00. 5.00 Retalnage : Retainage Q is O is not applicable. If applicable, percent of the Department's total share of participation as shown in paragraptt x#,00 fs to be held In retainage to be disbursed, at the Department's discrekion, on ar before the eampletian of the final project audit. 72~0~0-08 PUBLtC TRANSPQRTATIOhf OCv09 Pa4e 3 pf 14 5.00 Project Budget and Payment Provisions: 6.90 The Project Budget: A project budget shah be prepared by the Agency and approved by the Department, 'fhe Agency shall maintain said budget, carry out the project and shalt incur obligations against and make disbursements of project funds only in conformity with the latest approved budget far the project. Na budget increase or decrease shall be effective unless it complies with fund participation requirements established in Section A,t7Q of this Agreement and is approved by the Department Comptroller. 8.20 Payment Provisions; Unless otherwise allowed under Section A.20, payment wits begin in the year the project ar project phase is scheduled in the work program as of the date of the agreement. Payment wilt 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; 7.90 Establishment and Maintenance of Accounting Retards: The Agency shalt establish for the project, in conformity with requirements established by Department's program guidelines/procedures and "Principles far State and total Governments", separate accounts to be maintained within its existing accounting system or establish independent accounts. Such accounts are referred to herein cottectively as the "project account". Dacumenfation of the project account shalt 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 t2etslved Or Made Avatlabls for The Project: The Agency shalE 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 alt other funds provided for, accruing ta, or otherwise received on account of the project, which Department payments and other funds are herein collectively referred to as "project funds". The Agency shalt require depositaries of project funds to secure continuously and fatty alt project funds In excess of the amounts insured under federal plans, or under State plans which have been approved for the deposit of prajet# funds by the Department, by the deposit or setting aside of collateral of the types and to 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 tatest approved budget or attributable to actions which have not received the required approval of the Department shall not be considered eligible costs. T.40 Rocumentation of Project Costs: All costs charged to the project, including any approved services contributed by the Agenay 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 far which such check ar 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 ail other such documents. 7.80 Audit Reports: In addition to the requirements below, the Agency agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the Departmen#, including but not limited to site visits and limited scope audits. The Agency further agrees to comply and cooperate with any inspections, reviews, tnvestigatians, or audits deemed necessary by the State Comptroller ar Auditor GeneraE. The Agency shalt 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 fallowing requirements do not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of state financial assistants or limit the authority of any state agency inspector general, the Auditor General, or any other state official The Agency shall comply with ati audit and audit reporting requirements as speeifled in Exhibit "D" attached hereto and by this referents made a part hereof this Agreement. PU6LIC TRANSPC~RTATIpN 08149 Pagfl 4 of 14 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, an-site vlsifs by Department staff, limited scope audits as defined by OMB Circular A-133, andior other procedures. The Agency agrees to comply and cooperate fully with any monitoring praceduresiprocessesdeemwi 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 furkher agrees to comply and cooperate with any inspections, reviews, investigations, or audlls deemed necessary by FDOT`s Office of Inspector General {OIG} and Florida"s Chief Financial Officer {CFO} or Auditor General. 7.62 Audl#s: Part l Federally Funded: if the Agency is a state, focal government, or non-profit organizations as defined Cn OCviB Gircuiar A-133 and a recipient of federal funds, the following annual audi# criteria wili apply: 1. In the event that the recipient expends $540,000 or more in Federai awards in its fiscal year, ttie recipient must have asingle arprogram-specific audit conducted Cn accordance with khe provisions of OMB Gircuiar A-133, as revised. Exhibit "D"' fo khis agreement indicates Federai resources awarded through the Department by this agreement. Cn determining the Federal awards expended Cn Its fiscal year, the recipient shall consider all sources of Federal awards, including Federal resources received from the Departmen#. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Gircuiar A-133, as revised. An audit of the recipient conducted by the Auditor General Cn accordance with the provisions OMB Gircuiar A-133, as revised, will meet the requirements of this part. 2. In connection with the audit requirements addressed in Part !, Paragraph 1., the recipient shat) fulfill khe requirements relative to audltee responsibilities as provided in Subpart G of OMB Gircuiar 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 ClrcuiarA-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 Federai enti#ies. 4. Federal awards are to be identified using the Catalog of Federal Domestic Assistance (GFDA} title and number, award number and year, and name of the awarding federal agency. Part It 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 $50©, 000 ih any fiscal year, the recipient must have a State single orproject-specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of FCnanciai Services and the CFO; and Chapters 10.550 (focal 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 lhrough the Department by this agreement. In deterrriining the state financial assistance expended in its fiscaC year, khe recipient shall consider aiC sources of state financial assistance, including state financial assistance received t'rom the Department, other state agencies, and other nonstate entities. State fnanciai assistance does not 1ncCude 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 compiles wish 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}, Fiorlda Statutes, and Chapter 10,550 (local governmental entities} or 10.650 {nonprofit and far-profit organizations}, Rules of tCte Auditor GeneraC. 3. If the recipient expends less than the amount in Part li, Paragraph 1., such aud'st is not required, Cf the recipient elects to conduct such an audit, the cost of the audit must be paid from the recipient's resources obtained from nonstate entitles. 4. State~awards are to be identified using the Gatalog of State FCnanciai Assistance {CSFA}title and number, award number and year, and name of the state agency awarding Ik. 7ss-0s PUBLIC TRANSPORTAT[Otd t~8dg9 Page sot id Part III Other Audtt Requirements 1, fibs 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 actit~n 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 Gener~L This section does not limit the authority of the Department to conductor arrange far the conduct of additional audits ar evaluations of state financial assistance or limit the authority of any other state a(ficiaL Part 11t Report Submission Copies of reporting packages for audits conducted in accordance with OMB Circular A-133, as revised, and required by Section 7.522 Part I of thts agreement shall be submitted, when required by Section ,320 {d}, OMB Circular A-133, by or on behalf of the rectpient dfrectiy to each of the fallowing: A. The Department at each of the fallowing addresses: 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 1241 East 10th Street Jeffersanvtlle, IN 47132 C Other Federal agencies and pass-through en#tttes in accordance with Sections .320 {e}and {f}, OMS 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 #hts Agreement and conducted in accordance with OMB Ctrcutar A-133 is not required to be submitted to the Department for reasons pursuant to section .324 (e}{2},OMB Ctrcutar A-133, the recipient shall subrntf the required written notification pursuant to Secttan .320 (e}{2} and a copy of the rectptent's audited schedule of expenditures of Federal awards directly #o each of the following; In addition, pursuant to Section .320 {f}, OMB Ctrcutar A-133, as revised, the recipient shaft submit a copy of the reporting package described in Secttan ,324 {c}, OMB Ctrcutar A-133, and any management letters issued by the auditor, to the Department at each of the fallowing addresses: 725-03P00 PUBLIC 7RANSPOR7A7tON 0&09 Page 8 d 14 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: 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 Ill of this Agreement shall be submitted by or on behalf of the recipient directly to: A. The Department at each of the follow(ng addresses: 5. Any reports, management letter, or other information required to be submitted to the Department pursuant to this Agreement shalt be submitted timely in accordance with OMB Circular A-133, Section 215.97, Florida Statutes, and Chapter 10.550 (local governmental entitles) 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. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for five years after final payment is made. Copies of these documents and records shall be furnished to the Department upon request. Records of costs incurred include the Participant's general accounting records and the project records, together with supporting documents and records, of the contractor and all subcontractors performing work on the project, and all other records of the Contractor and subcontractors considered necessary by the Department for a proper audit of costs. 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 fndings, recommendations, and corrective action plans. 725030-00 PUBLIC TRANSPORTATION 08109 Page70114 7.6.5 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. 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 W. Commercial Blvd, Fort Lauderdale, , FL, 33309 its requisition on a form or forms prescribed by the Department, and any other data pertaining to the protect 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 shalt 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 properly 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 pa[d for real properly. (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; or 8.24 Conflict of Interests: There has been any violation of the conflict of interest provisions contained herein; 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 federa! financial assistance, the Agency will reimburse the Department for all disallowed costs, including any and all federal financial assistance as detailed In Exhibit "B." 725030-06 PUBLtC TRANSPOftTAT10N OBJ09 Page 8 0! t4 8.30 t}tsattawed Costs: In determining the amount of the payment, prior to receipt of annual not}fitation of funds ova}lab}lily, the Department will exclude at} projects costs incurred by the Agency pr}ar to the effective data of this Agreement, costs which are not provided for In the latest approved budget for the project, and costs attr}butable to goods ar serv}tea received under a contract or other arrangements which have not been approved to writing by the Department. 8.40 Payment Offset: Ef, after project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant tv this agreement, the Department may offset such amount from payments due for work or services done under any public transportation joint participation agreement which }t has wi#h the Agency awing such amount if, upon demand, payment of the amount Is not made within sixty {60) days to the Department. Offsetting amounts shah not be considered a breach of contract by the Department. 9.00 Termtnatton or Suspension of Project: 8.10 Termination or Suspenston Generally: if the Agency abandons ar, before completion, finally discontinues the project; ar if, by reason of any of the events or coedit}ons set forth in Sections 8.21 io 8.20 Inclusive, or For any other reason, the commencement, prosecutbn, or timely completion of the project by the Agency is rendered improbable, infeasible, impossible, or i}legal, the Department wit}, by written eat}te to the Agency, suspend any or alt of its obligations under this Agreement unlit such time as the event ar condition resulting in such suspension has ceased or been corrected, or the Department may terminate any or alt of its ob}tgat}ans under this Agreement. 9.11 Action Subsequent to Notice of Termtnatton or Suspens[on. Upon receipt of any ftnai terminafian or suspension notice under this paragraph, the Agency shall proceed promptly fo 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 min}mum the costs upon the basis of which the financ}ng 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 bepartment 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 fnanciat panic}potion in the project she}l not constitute a waiver of any claim which the Department may otherwise have ar}sing out of this Agreement. 9.12 The Department reserves the right to unitateral}y cancel this Agreement far refusal by the contractor ar Agency to allow public access to all documents, papers, tatters, or other material sutajett to the pravisians of Chapter 119, F.S. and made or received in conjunction with this Agreement. '10.00 Remisston of Project Account Upan Comptetton of Project: Upon completion of the project, and after payment, provision for payment, or reimbursement of alt projecf costs payable from the project account is made, the Agency shalt remit to the Department its share of any unexpended balance In the project account. 11,00 Audit and Inspection: The Agency shaiM permit, and shad require its contractors to permit, the Department's authorized representatives to tnspectall work, materials, payrolls, retards; 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 ar obligate itself in any manner requiring the disbursement of Department joint participa#ion funds, lntluding cansuttanf, construction or purchase of commodities contracts ar 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 suffcient Cause for nonpayment by the Department as provided in Secttan 8,23. The Department specifically reserves unto itself the right to review the qualifications of any consultant or cantraetar and to approve or disapprove the employment of the same. tae-aao-~ PU9UC TRANSPORIATl6N 06N9 Page 8 0(14 12,24 Compllanca wfth Consultants' Competitive Negotiation Act: It is understood and agreed by the parties hereto that partlclpation 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 invoive 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 bean accomplished in compliance with the Consultants' Competitive Negotiation Act. 12.34 Disadvantaged Business Enterprise {DBE) Policy and Obllgatlon: 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 Dt3E 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 iha performance of contracts and this Agreement. in this regard, all recipients, and contractors shah take all necessary and reasonable steps in accordance with 49 CFR Par# 26, as amended, to ensure chat the Disadvantaged Business Enterprises have the maximum opportunity to compete for and perform contracts. Grantees, recipients and #heir contractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of Department assisted contracts. 12.4a The Agency agrees to report any reasonable cause notice of noncompliance based on 49 CFR Part 2ti filed under this section to the Department within 34 days of receipt by the Agency. 13,04 Restrictions, Prohibltlans, Controis, and Labor Provlslons: 13.10 Equal Employment Opportunity: In connection with the carrying out of any project, iha Agency shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sax or national origin. The Agency will take affirmative action to ensure that applicant"s era employed, and that employees era treated during ampioyment, without regard to their race, age, creed, color, sex, or national origin. Such action shah 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 farms of compensation; and selection far training, including apprenticeship, The Agency sha11 insert the foregoing provis€an modified only to show the particular contractual relationship in all its contracts in connection with the development or operation of iha project, except contracts for standard commercial supplies or raw materials, and shall require ail such contractors to insert a similar provision in ail subcontracts, except subcontracts for standard commercial supplies or raw materials. When the project involves fnstallatton, construction, demolition, removal, site improvement, or similar work, the Agency shah pos#, in conspicuous places available to employees and applicants for employment for project worte, notices to be provided by the Department setting forth iha provisions of the nondiscrimination clause. 13.20 Tltla VI - Clvll Rights Act of 1564: Execution of this Joint Partlcipa#ion 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. 2040d, et, seq.),.the Regulations of the Federal Department of Transportation issued thereunder, and the assurance by the Agency pursuant thereto. 13,30 Tltia VIII - Civil Rights Act of 1968: Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with ail the requirements imposed by Title Vill of the Civil Rights Act of t9ti8, 42 USC 3641,et seq., which among other things, prohibits discrimination in housing on iha basis of race, rotor, national origin, creed, sex, and age. 13,x0 Americans with Dlsabilitlas Act of 1590 {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 iha Agency pursuant thereto, 725030-08 PUBLIC TRANSPS7RTATIpN 08!80 PaB~ 10 at i4 13.50 Prohibited interests: The Agency shall not enter into a contract or arrangement in connection w€th the project or any property €nciuded or planned to be inciuded €n fhe protect, with any officer, director or employee of the Agency, or any business entity of which fhe officer, director or empioyee or the officer's, director's or employee's spouse ar ch€td Is an officer, partner, director, or proprietor or in which such officer, director or empioyee or the officer's, director's or employee's spouse or child, ar any combination of them, has a material interest. "'Material €nteresC means direct or Indirect ownership of mare than 5 percent of the fatal assets or capital stack of any business entity. The Agency shall not enter into any contract or arrangement to connect€on with the prated or any praperfy included or pianned to be €ncluded in the project, with any person or entity who was represented before the Agency by any person who a# any time during the immediately preceding two years was an officer, director or employee of fhe Agency. The provis€ons of this subsection shaft not be app€icable to any agreement between the Agency and its fiscal depositaries, 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. 13.601nterest of Members af, or Delegates to, Congress: No member or de€egate to the Congress of the United States shall be admitted to any share or part of the Agreement or any benef€t arising therefrom. 14.00 Mtsceltaneous Previsions: 94,10 Environmental Pollution: Execution of this Joint Partic€pation Agreement constitutes a certification by the Agency that the project wi€€ be carried out in conformance with alt 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, Encluding the securing of any applicable permits, and will reimburse the Department for any foss incurred in connection therew€th. 14.20 pepartment Not ©biigated 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 fhe 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 shah exist shall in no way impair ar prejudice any right or remedy available to the Department with respect to such breach or default. 14.40 How Agreement is Affected by Provlslons Being Held invalid: If any provis€on of this Agreement is held invalid, the remainder of this Agreement shall net be affected. In such an instance the remainder would then continue Eo 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 cometlsslon for the purpose of obtaining an approval of its application for the financing hereunder. 14.60 State or Territorial Law: Nothing !n the Agreement shall require the Agency to observe or enforce compliance with any provision thereof, perform any a#her act or do any other thing in contravention of any applicable State Saw: Provided, tha# if any of the provisions of the Agreement violate any applicable State law, the Agency will at once notify the bepartment in writ€ng in order that appropriate changes and modifications maybe made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the project. iZG ~I30.(Ig PU9UG TRANStN~R7At't4N O8t0@ Pegm 11 of 14 14.70 Use and Maintenance of Prajec# Facllitles and ~qulpment; The Agency agrees that the project faculties and equipment will be used by the Agency to provide ar support public transportation for the period of the useful life of such facilities and equipment as detarmined in accordance with general accounting princ#ples and approved by the department. The Agency further agrees to maintain the protect faeiiit#es and equipment in good working order for the useful life of said faciiltles or equlpmant. 14.T1 Property Records: The Agency agrees to maintain property records, conduct physical Inventories and develop contra) systems as required by 49 CFR Fart 18, when applicable. 14.80 ptspasal of Projeat Facllittes ar Equipment: If the Agency disposes of any protect facility or equipment during its usefui life for any purpose except its replacement with like facility or equipment for public transportation use, the Agency will compiy with fhe terms of 49 CFR Part 18 relating to property management standards. The Agency agrees to remit to fhe Department a proportfonal amount of the proceeds from the disposal of the faciltty or equipment. Sa#d proportional amount shall be detarmined on the basis of fhe rai#o of the Department financing of the facility or equipment as provided in this Agreement. 14.90 Contractual Indemnity: To the extent prov#ded 6y law, the Agenay shall indemnify, defend, and hold harmless the Department and all of its officers, agents, and employees from any aidim, loss, damage, cost, charge, or expanse arising out of any eat, error, omission, or negligent act by the Agency, its agents, or employees, during the performance of the Agreement, exaept that neither the Agenay, its agents, or its employees wiu be liable under this paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, am#sslan, a.r•.negligenf act by fhe Department or any of its officers, agents, or employees during the performance of fhe Agreement. ~Tlie limits ooandirnta~~i~ngy~iere~nns°~ia~~°~ieddee°mec~ aiwa~verea~f~~ie~Agiency~'s1'savere~gneimmun~~y768.28 When the Department receives a notice of maim for damages that may have been caused by the Agenay in the performance of services required under this Agreement, the Department will immediately forward the claim to the Agenay. The Agenay and fhe Department wilt evaluate the claim and report their findings to each other within fourteen {14} working days and wNl Jointly discuss options 1n defending the claim. After reviewing the maim, the Department will determine whether to require the parflclpat#on of the Agenay in ills defense of the maim or to require that the Agenay defend the Department to such claim as described #n this section. The Department`s failure to promptly notify the Agency of a cia#m shah not act as a waiver of any right herein to require the participation In or defense of the claim by Agenay. The Department and the Agenay will each pay its awn expenses for the evaluation, settlement negotiations, and trial, If any. However, If only one party participates In the defense of fhe claim at trla#, that party is responsible for au expenses at trial, 15A0 Plans and Speclftcatlons: In the event that this Agreement Involves the purchasing of capital equipment ar the constructing and equipping of faciiittes, the Agenay shall submit to the Department far approval alt appraprtate plans and spec#ficatlons cavering the projeat. The Department will review alt plans and speclflcations and wtu Issue to the Agenay written approval with any approved portions of the projeat and comments or recommendations concerning any rema#nder of the project deemed appropriate. After resalutlon of these comments and recommendations to the department's sat#sfaction, the Department wii! issue to the Agenay written approval with said remainder of the projecf. Failure to obtain th#s wrttten approve! shall be sufficient cause far nonpaymenk by fhe Department as provided in 8.23. 46.00 Projeat Campletlon, Agency Certiflcatlon: The Agenay will certify #n writing on or attached to the final invoice, that the project was completed In accordance with appucable plans and speaifiaattons, is in place on the Agency facility, that adequate tills is In the Agenay and that the protect Is accepted by the Agenay as suitable far the intended purpose. 17.00 Apprapriatton of Funds: 17.10 The State of Fiarlda's performance and abllgation to pay under this Agreement is contingent upon an annual appropriation by the t.egislature. 725430-06 PUBLIC TRANSPC?f2TATtDtJ 66!64 P8g6 f24t 14 17,20 Multi•Year Commitment: In the event this Agreement is in excess of X25,000 and has a term for a period of more than one year, the provisions of Chapter 339,135{ti}{a}, F.S., are hereby incorporatod: "{a}The Department, during any fiscal year, shalt 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 avafilable for expenditure during such fiscal year, Any contract, verbal ar written, made In violation of this subsection is nuEl and void, and no money may be paid on such contract, The Department shall require a statement from the comptrollet of the Department fhat funds are available prior to entering into any such contract or other binding commitment of funds, hlothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shah be executory only far the value of the services to be rendered or agreed to be paEd far In succeeding fiscal years, and this paragraph shall be incorporated verbatim fin a8 contracts of the Department which are for an amount to excess of 25,(1{10 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 11/30/2011 If the Agency does not complete the project within this Time period, this Agreement wilt expire unless an extension of the time period is roquested by the Agency and granted in writing by the Director of Transportation Development .Expiration of this Agreement will be considered termination of the protect and the procedure established in Secfian 9,00 of this Agreement shall be initiated. 18.10 Final Invoice: The Agency must submit the final invoice on this protect to the Department within 120 days after the expiration of this Agreement. invoices submitted after the 120 day time period will not be paid. 18.00 Agreement Format: AEI words used herein to the singular farm shall extend to and include the plural A!1 words used Jn the plural form shall extend to and Enclude the singular, AEI words used In any gender shall extend to and include aEl genders, 20.00 Execution of Agreement: This Agreement may be simultaneously executed En 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 t-obbying: 21.10 Federal: The Agency agrees that no federal appropriated funds have Bean paid or wiii be paid by or on behalf of the Agency, to any person far influencing or attempting to influence any officer or employee of any federaE agency, a Member of Congress, an officer or employee of Congress, or an employse~of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federaE 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 parson far 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 En connection with this Joint Participation Agreement, the undersigned shall complete and submit Standard Form-l_Ll., "Disclosure Form to l3eport 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 cx~ntracts 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 I.eglslature or a state agency. ns-osu~os . PU6L{C 7NANSPgRTA7lON Op~09 Papa 13 ai 14 22.00 Vendors Rights: Vendors {In this document identified as Agency} providing goods and services to tiie Department should be aware of the following time frames. Upon receipt, the Department has five {5} working days to inspect and approve the goads 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. Tice 20 days are measured from the latter of the date the Invoice is received or the goods ar services are received, inspected and approved. if a payment is not available wi#hin 40 days after receipt of the invoice and receipt, inspection and approve) of goods and services, a separate interest penalty in accordance with Section 295.422(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 #ime period to health care providers, as defined toy ruse, interest penalties of less than one (9 } doi#ar 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 scarf until a properly completed involve 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 payments} from the Department. The Vendor Ombudsman may be contacted at (850} 413-5516 or by calling the Department of Financia! Services Hotline, 877-693-5236. 23,00 Public lwntlty Crime: A person or affiliate who has been placed on the convicted vendor i€st following a conviction for a public entity crime may net 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 for the construction or repair of a public building or public work, may net submit bids an 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. far CATEGUf2Y TWG for a period of 36 months from the date of being placed an the convicted vendor fist. 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 ar perform work as a contractor, supplier, subcontractor, ar consultant under a contract with any public entity, and may net transact business with any public entity, 72x030-0@ PUBLIC TRANSPORTATION 08109 Page it of 14 Financial Projec# No. CDntract ~{?. Agreernenk date ~asfa~-~-a~-oi IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY AGENCY NAME FDOT See attached Encumbrance Form for date of Funding Approva- by Comptroller SIGNATQRY (PRINTED OR TYPED) SIGNATURE LEGAL REVIEW DEPARTMENT {yF TRANSPDRTATtC7N DEPARTMENT Ot= TRANSPORTAT!{3N t~ire~~ot` ~- ~rr~t~ts~p~r~-ct,~i~v~ D~y~~~~,~~ _r~-~ TITLE TITLE FM NO, 425121- l -94-01 CC}NTRACT ITT{). AGREEMENT DATE: EXHIBIT :rA'f PROJECT DESCRIPTION AND RESPONSIBILITIES This exhibit forms an integral pat•t of that certain Joint Participation Agreement between the State of Florida, Department of Transportation and pity Delray Beach PROJECT LOCATION: In the City of Deh•ay Beach, FL PROJECT DESCRIPTI©N: Delray Beach Bus Shelters. l~ ne~v bus shelters at various locations throughout the City, including but not limited to, ljederal Highway, Congress Avenue, Military Trial, SE 10~'street and Linton Blvd. Installation of bus shelters has been shown to increase rider ship and provide comfort to passengers aurrentiy using Palm Tran. SPECIAL, CONSIDERATIONS BY AGEI~ICY: The audit report(s) x•equixed in paragraph '7.60 of the Agreement shall include a schedule ofproject 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 fctnding action and the finding action from any other source with respect to the project, SPECIAL CONSIDERATIONS BY DEPARTMEiti1T: Upon receipt of an invoice from the Agency, the ~}ffice of Modal Development has { l 0) ten working days to inspect and approve the goods and services where working days is defined as any day of the week excluding Saturday, Sunday and any legal as designated in Section 110.117, Florida Statutes. S:IOhSD41S30 •rransitildssc.1PA formslEPr1 Extiil~its.doc FM AFC. 425121-1-94-O1 CC}NTRACT NCB. AGREEMEI*1T DATED: EXHIBIT "B•' PRGIJECT BUDGET This exhibit fai7ns an integral paxt of that certain Joint Participation Agreement between the Mate of Flaz~ida, Department of Transpa~•tatian and City a~Delray Beach. I. PRC}JECT CC}ST: $20{},400 Jl. PARTICIPATION: Agency Paa•ticipatian In-Kind Cash (City of Delray Beach) Other (CR.A.) ( 0 °1°} $ 0 ( 50°!a) ar $ 100,400 ( 0 %) $ 4 Maximum Department Participation, Primary {DS} {DDR} {L}IM)(PC}RT){DPTO} { 50%) ar $ 100,000 Federal Reimbursable {DU}{CM}{DFTA) ( °lo) ar $ Laval Reimbursable {DL} { °~~,} ar $ TOTAL PRaJECT COST $200,000 FM NO. 425121-1-94-01. CONTRACT NO. AGREElV1ENT DATED: EXHIBIT "C" This exhibit forms an integral part of that c~•tain Jaint I'articipatian Agreement between the State ofFlarida, Department of Transportation and City of Aelray Beach. Reference statute{s) as applicable: Section 341 A53, Florida Statutes DOCUMENTS REQUIE2ED TO BE SUBMITTED TO THE DEPARTMENT BY THE AGENCY IN ACCORDANCE WITH THE TERMS OF THIS A+GREEMEl~1T: 1, All proposals, plans, specifications, and Ufa party contracts covering the project far Departmental approval. 2. Copies of all correspondence related to this project. Audit Reports as described in Section 7.60 of this JPA. 4. Qctrrrtel•ly Pr•a~*ress Repo1•ts ~ut•avitlerl }vitleirt tlrr'rty (30} days of the ertd of t11e art ccrter~ 5. Three {3) anginal Invoice Summaries and backup information including a progress report must be submitted to the District Office when z•equesting payment. - . ~~~~~~~ STATE AGENCY: FDOT FM# x25121-i-94-41 CSFA #: SS.414 TITLE: Iutermodal Deve~optn~ent Program AIYIOx.TNT: $ 100,{i4t}.04 AI]THtJRIZATICIN: Section 341.(153, Florida Statutes CQMi?LIANCE REQUIREMENTS: Restrictions: Projects funded under the program should be consistent to the maximum extent Feasible with approved local government comprehensive plans far the unit of government In which the project Is located. Projects are alst~ Identified through legislative proviso. No single transportation authority or single fixed-guide way transportation system receiving funds under the Intermodal Development Program Is to receive mare than 33 1/3 percent of the total Intermodal development Funds appropriated between July i, 1990, and June 30, 2015. Auplicatiou Procedures: District offices consult with appropriate Metropolitan Planning drganlzatlons In urbanized areas, or Boards of County Commissioners In non-urbanized area, to Identify projects that may be eligible for Intermodal Development Program funding. For each candidate project an Intermodal Project Description Is prepared. App#Icatian procedures are described In the work program Instructions and are established by each District. Award ProCeditres: District personnel are responsible for the review and approval of the intermadai projects selected for annual formula funding, Infor3nation Contact: Department of Transportation Public Transportation {~fflce 505 Suwannee Street, Mail Station 58 Tallahassee, FL 32399-0450 Phone: (850} 414-4551 STATE OF FLORIDA DEPARTMENT OF TPANSPORTATION 725030-06 PUBLIC TRANSPORTATION PUBLIC TRANSPORTATION Page t of is JOINT PARTICIPATION AGREEMENT os,og Financial Project No 42512119401 (item-segment-p/h~asqe-seq~uyenQce ~ Contract No.: /'11 ~ y(/ CFDA Number: DPTO 215 Federal No.: DUNS No.: 80-939-7102 FLAIR Category: 088809 Object Code: 750098 Org. Code: 55042010429 VendorNo.: VF596000308028 CSFA Number: 55014 THIS AGREEMENT, made and entered into this ~ day of ~~ UfX ~f~ ( , by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter referred to as the Department, and City of Delray 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 ~~~~mber 30 ~ ~ ~~ and this Agreement will expire unless a time extension is provided in accordance with Section 18.00. WITNESSETH: WHEREAS, the 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 341.053 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 Delray Beach Bus Shelters: 12 bus shelters at various locations throughout the city. 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. 725030-06 PUBLIC TRANSPORTATION Ofi/OB Page 2 of 14 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 $ $200,000 ,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 $ $100,000 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 adopted 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 ~. 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 Q 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. 725030-06 PUBLIC TRANSPORTATION 06109 Page 3 of 1 e 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 wilt 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 alt 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. 725030-06 PUBLIC TRANSPORTATION 06/09 Page 4 of 14 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, andlor 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 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, ornon-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 orproject-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 shalt 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 {focal 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. 725030-OB PUBLIC TRANSPORTATION OBI09 Page 5 of 14 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 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: 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: !n addition, pursuant to Section .320 (f), ONIB 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 fetters issued by the auditor, to the Department at each of the following addresses: ns oao-os PUBLIC TRANSPORTATION 06/09 Pape s or , a 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: 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: 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 fnancial 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. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the Department at ail times during the period of this Agreement and for five years after final payment is made. Copies of these documents and records shall be furnished to the Department upon request. Records of costs incurred include the Participant's general accounting records and the project records, together with supporting documents and records, of the contractor and all subcontractors performing work on the project, and all other records of the Contractor and subcontractors considered necessary by the Department for a proper audit of costs. 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 actiori plans. 725030-06 PUBLIC TRANSPORTATION 0&09 Page 7 of 1 a 7.6.5 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, 8.00 Requisltfons 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 W. Commercial Blvd, Fort Lauderdale, , FL, 33309 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 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 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 Agreemelit; "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; or 8.24 Conflict of Interests: There has been any violation of the conflict of interest provisions contained herein; 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." 125030.08 PUBLIC TRANSPORTATION 06/09 Pape B of 1 a 8.30 Disallowed Costs: In determining the amount of the payment, prior to receipt of annual notification of funds availability, 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. 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 fpr 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 cyst 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. 77S030A6 PUBLIC TRANSPORTATION 06/09 Pape 9 of 1 a 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 - Clvil Rights Act of 1964: Execution of this Joint Participation Agreement constitutes a certifrcation 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 certifcation 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. 725030.06 PUBLIC TRANSPORTATION 06109 Page t0 of to 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 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 riot 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. 725-030-08 PUBLIC TRANSPORTATION 08!09 Page 11 Of 14 14.70 Use and Maintenance of Project Faci[ities 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, o_r_ negligent act by the Department or any of its officers, agents, or employees during the performance of the Agreement. The limits of ind~~~itys~hal~ no~ g~c~ed thosed limitis set f th in Flprida Sta~ute Sect~~n768.28 and no ng ere n s a e deeme a wa ver of ~~ie Agency s sovere gn immun y. 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 ali 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. 725~090~06 PUBLIC TRANSPORTATION 06109 P308 12 0l 14 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 11/30/2011 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 Director of Transportation Development .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. . 72b090-O6 PUBLIC TRANSPORTATION D610p Pape t 7 of 14 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 irterest 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) 413-5516 or by calling the Department of Financial Services Hotline, 877-693-5236. 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. 725-030-06 PUBLIC TRANSPORTATION o6ias Page 14 0l id Financial Project No. ~QaS d a l -1- ~~' ~ ~ Contract No. ~ p~ { Q Agreement Date ~ rJ ~~~ l IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY `- t . ' l ~ E'Q~J~- AGENCY N E ~e Isor S . c ;NATORY ( IN7~ OR TYPED) FDOT See attach d Encumbrance For -for date of Funding Approval y Comptroller ~/ i L AL RE IEW DEPART ENT OF TRANSPORTATION TURE Approved as to form and legal sufficiency: <~ gy: Clty Attorney ` DEPARTMENT QIF TRANSPORTATION DireC}or o-~ TTrgnS~r~t~}i TITLE FM NO. 425121-1-94-01 CONTRACT NO. ~P~ AGREEMENT DATE: 5 ~ DD EXHIBIT "A" PROJECT 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 Delra Bach PROJECT LOCATION: In the City of Delray Beach, FL PROJECT DESCRIPTION: Delray Beach Bus Shelters: 12 new bus shelters at various locations throughout the City, including but not limited to, Federal Highway, Congress Avenue, Military Trial, SE 10'h street and Linton Blvd. Installation of bus shelters has been shown to increase rider ship and provide comfort to passengers currently using Palm Tran. SPECIAL CONSIDERATIONS BY AGENCY: The audit report(s) required in paragraph 7.60 of the Agreement shall include a schedule ofproject 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. SPECIAL CONSIDERATIONS BY DEPARTMENT: Upon receipt of an invoice from the Agency, the Office of Modal Development has (10) ten working days to inspect and approve the goods and services where working days is defined as any day ofthe week excluding Saturday, Sunday and any legal as designated in Section 110.117, Florida Statutes. S \OMD\4830 Transit\Misc. lPA formsUPA Exhibits.doc FM NO. 425121-1-94-01~ • CONTRACT NO. PP AGREEMENT DATED: ~DO°~ 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 City of Delray Beach. I. PROJECT COST: II. PARTICIPATION: Agency Participation In-Kind Cash (City of Delray Beach) Other (CRA) $200,000 ( 0 %) $ 0 ( 50%) or $ 100,000 ( 0%) $0 Maximum Department Participation, Primary (DS) (DDR) (DIM)(PORT)(DPTO) ( 50%) or $ 100,000 Federal Reimbursable (DU)(CM)(DFTA) (. %) or $ Local Reimbursable (DL) ( %) or $ TOTAL PROJECT COST $200,000 i FM N0. 425121-1-94-0 l CONTRACT NO. PP AGREEMENT DATED: D EXHIBIT "C" This exhibit forms an integral part of that certain Joint Participation Agreement between the State of Florida, Department of Transportation and City of Delray Beach. Reference statute(s) as applicable: Section 341.053, Florida Statutes DOCUMENTS REQUIRED TO BE SUBMITTED TO THE DEPARTMENT BY THE AGENCY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT: 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 Progress Reports provided within thirty 30) days of the end of the uq arter• 5. -Three {3) original Invoice Summaries and backup information~including a progress report must be submitted to the District Office when requesting payment. EXHIBIT D STATE AGENCY: FDOT FM# 425121-1-94-01 CSFA #: 55.014 TITLE: Intermodal Development Program AMOUNT: $ 100,000.00 AUTHORI7ATION: Section 341.053, Florida Statutes COMPLIANCE REQUIREMENTS: Restrictions: Projects funded under the program should be consistent to the maximum extent feasible with approved local government comprehensive plans for the unit of government in which the project is located. Projects are also identified through legislative proviso. No single transportation authority or single fixed-guideway transportation system receiving funds under the Intermodal Development Program is to receive more than 33 1/3 percent of the total intermodal development funds appropriated between July 1, 1990, and June 30, 2015. Application Procedures: District Offices consult with appropriate Metropolitan Planning Organizations in urbanized areas, or Boards of County Commissioners in non-urbanized area, to identify projects that may be eligible for Intermodal Development Program funding. For each candidate project an Intermodal Project Description is prepared. Application procedures are described in the work program instructions and are established by each District. Award Procedures: District personnel are responsible for the review and approval of the intermodal projects selected for annual formula funding. Information Contact: Department of Transportation Public Transportation Office 605 Suwannee Street, Mail Station 68 Tallahassee, FL 32399-0450 Phone: (850) 414-4551