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HomeMy WebLinkAboutExhibitCONTRACT # JOINT PARTICIPATION AGREEMENT BETWEEN STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION AND THE CITY OF MIAMI THIS AGREEMENT is made and entered into this day of 2008, between the State of Florida Department of Transportation, a component agency of the State of Florida, hereinafter referred to as the `DEPARTMENT', and the City of Miami, a municipal corporation of the State of Florida, existing under the Laws of the State of Florida, hereinafter called the "CITY". RECITALS: WHEREAS, the DEPARTMENT has jurisdiction over and maintains the State Road 933/NW 12th Avenue corridor within the corporate limits of the CITY; and WHEREAS, the CITY has submitted a grant application for beautification improvements on State Road 933/NW 12th Avenue from NW 14th Street to NW 20th Street, hereinafter referred to as the `PROJECT', the individual elements of which are outlined in the attached Exhibit "A", `Project Limits', which is herein incorporated by reference; and WHEREAS, the DEPARTMENT has programmed funding for the PROJECT and has agreed to reimburse the CITY for eligible PROJECT costs up to a maximum limiting amount, as outlined in the attached Exhibit "B", `Financial Summary', which is herein incorporated by reference; and WHEREAS, the CITY has agreed to supervise and inspect all aspects of PROJECT construction and administration; and WHEREAS, the parties hereto mutually recognize the need for entering into an Agreement designating and setting forth the responsibilities of each party; and WHEREAS, the parties are authorized to enter into this Agreement pursuant to Section 339.08(e) and 339.12, Florida Statutes; and WHEREAS, the CITY has authorized the CITY Manager to execute this Agreement under Resolution Number , passed and adopted by the CITY Council on , a copy of which is attached hereto as Exhibit "C", `Resolution', and is herein incorporated by reference. NOW, THEREFORE, in consideration of the premises, the mutual covenants and other valuable considerations contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Pagel of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640- 3-58-01 I. INCORPORATION OF RECITALS The foregoing recitals are true and correct and are incorporated into the body of this Agreement, as if fully set forth herein. 2. GENERAL REQUIREMENTS a. The CITY shall submit Final Plans to the DEPARTMENT for approval. Upon approval, the DEPARTMENT will issue the Notice to Proceed. The CITY shall not commence construction as described in this Agreement until the Notice to Proceed has been issued. b. The CITY shall advertise for bid, let the construction contract, administer, supervise and inspect all aspects of PROJECT construction until completion. The CITY shall complete the PROJECT on or before June 30, 2009. All aspects of PROJECT construction and administration are subject to DEPARTMENT standards and specifications and must be in compliance with all governing laws and ordinances. c. The DEPARTMENT shall reimburse the CITY for eligible PROJECT costs as defined in Exhibit "B", `Financial Summary', and in accordance with the financial provisions in Section 3 of this Agreement. d. The CITY agrees to maintain the beautification improvements within the median and areas outside the travel way to the right-of-way line, excluding sidewalk and crosswalks, unless constructed with other than concrete or asphalt at the CITY's request, within the limits of the project. 3. FINANCIAL PROVISIONS a. Eligible PROJECT costs may not exceed ONE HUNDRED THOUSAND DOLLARS ($100,000.00), as outlined in Exhibit "B", `Financial Summary'. b. The DEPARTMENT agrees to pay the CITY for the herein described services at a compensation as detailed in this Agreement. c. Before the CITY submits the final PROJECT invoice for payment, the CITY's Landscape Architect or designee must submit a PROJECT Certification of Completion to the DEPARTMENT. The DEPARTMENT'S Landscape Architect or designee will then review and approve the PROJECT for final payment. d. Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the DEPARTMENT's Comptroller under Section 334.044(29), Florida Statutes, or by the Page 2 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640-3-58-01 Department of Financial Services under Section 215.422(14), Florida Statutes. e. Bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. f. Travel costs will not be reimbursed. g. 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 CITY'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. h. In the event this contract is for services in excess of $25,000.00 and a term for a period of more than 1 year, the provisions of Section 339.135 (6) (a), Florida Statutes, are hereby incorporated: The DEPARTMENT, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The DEPARTMENT shall require a statement from the Comptroller of the DEPARTMENT that such 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 TWENTY FIVE THOUSAND DOLLARS ($25,000.00) and which have a term for a period of more than 1 year. i. The DEPARTMENT's obligation to pay is contingent upon an annual appropriation by the Florida Legislature. 4. INDEMNIFICATION To the extent permitted by Section 768.28, Florida Statutes, the parties agree to indemnify each other for liability due to any act or omission, neglect or Page 3of13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640-3-58-01 wrongdoing of a party or any of its officers, agents or employees. Further, the parties agree to defend each other against any and all such claims or demands which may be claimed and have arisen as a result of or in connection with the parties' participation in this Agreement. Nothing contained herein shall be construed to contradict the provisions of Section 768.28, Florida Statutes, nor shall this Section be construed to require either party to indemnify the other for the negligent acts of the other. 5. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of Florida. 6. AMENDMENT This Agreement may be amended by mutual agreement of the DEPARTMENT and the CITY expressed in writing, executed and delivered by each party. 7. INVALIDITY If any part of this Agreement shall be determined to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, if such remainder continues to conform to the terms and requirements of applicable law. 8. COMMUNICATIONS a. All notices, requests, demands, consents, approvals and other communications which are required to be served or given hereunder, shall be in writing and hand -delivered or sent by either registered or certified U.S. mail, return receipt requested, postage prepaid, addressed to the party to receive such notices as follows: To DEPARTMENT: Florida Department of Transportation 1000 Northwest 111 Avenue, Room 6137 Miami, Florida 33172-5800 Attn: District Six JPA Coordinator Ph: (305) 470-5100; Fax: (305) 470-5717 To CITY: City of Miami 3500 Pan American Drive Miami, FL 33133 Attn: Pedro Hernandez, City Manager Ph: (305) 250-5400; Fax: (305) 858-5318 Page 4 of 13 Joint Participation Agreement between the Florida Department of Transportation and the Ciry of Miami Financial Project Number 249640-3-58-01 b. Either party may, by notice given as aforesaid, change its address for all subsequent notices. Notices given in compliance with this section shall be deemed given when placed in the mail. . EXPIRATION OF AGREEMENT The CITY agrees to complete the PROJECT on or before June 30, 2009. If the CITY does not complete the PROJECT within this time period, this Agreement will expire unless an extension of the time period is requested by the CITY and granted in writing by the DEPARTMENT's District Six Secretary or Designee. Expiration of this Agreement will be considered termination of the PROJECT. 10. FINAL INVOICE The CITY must submit the final invoice on this PROJECT to the DEPARTMENT within 120 days after the expiration of this Agreement, preferably sooner. Invoices submitted after October 28, 2009, will not be paid. 11. AUDITS State of Florida Single Audit Act requirements as outlined in the attached Exhibit "D", `Audit Reports', are incorporated herein by reference. 12. ENTIRE AGREEMENT This Joint Participation Agreement is the entire agreement between the parties hereto, and it may be modified or amended only by mutual consent of the parties in writing. Page 5 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640-3-58-01 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, on the day and year above written. CITY OF MIAMI STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION: BY: BY: CITY MANAGER DISTRICT SECRETARY ATTEST: ATTEST: (SEAL) CITY CLERK (SEAL) EXECUTIVE SECRETARY LEGAL REVIEW: CITY ATTORNEY DISTRICT GENERAL COUNSEL Page 6 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640-3-58-01 EXHIBIT "A" PROJECT LIMITS To install, or cause to be installed, beautification treatments along the SR-9331NW 12`" Avenue corridor within the below -identified PROJECT Limits. The CITY will provide the DEPARTMENT with Final Design Plans, subject to DEPARTMENT review and approval. The CITY will let, supervise and inspect all aspects of PROJECT construction and administration. PROJECT Limits: SR-933/NW 12th Avenue From: NW 14th Street, MP 2.504 To: NW 20th Street, MP 3.014 FDOT Financial Project Number: 249640-3-58-01 COUNTY: Miami -Dade FDOT Project Manager: Steven C. James, RLA CITY Project Manager: Jose Gonzalez, Assistant Director of Transportation Page 7 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640-3-58-01 EXHIBIT "B" FINANCIAL SUMMARY Eligible PROJECT costs for reimbursement are below -listed: Financial Project Number: 249640-3-58-01 FDOT Municipal Corridor Grant Project Cost: Minimum Local Match to be Provided by the CITY: $100,000.00 $100,000.00 Total PROJECT Cost Estimate: $200,000.00 Page 8 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640-3-58-01 EXHIBIT "C" RESOLUTION CITY Resolution is attached hereto and incorporated herein. Page 9of13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640-3-58-0I EXHIBIT "D" AUDIT REPORTS The administration of resources awarded by the Department to the CITY OF MIAMI may be subject to audits and/or monitoring by the Department, as described in this section. For further guidance, see the Executive Office of the Governor website, which can be found at: www.fssa.state.fl.us MONITORING In addition to reviews of audits conducted in accordance with OMB Circular A-133 and Section 215.97, F.S., as revised (see "AUDITS" below), monitoring procedures may include, but not be limited to, on -site visits by Department staff, limited scope audits as defined by QMB Circular A-133, as revised, and/or other procedures. By entering into this agreement, the recipient agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. In the event the Department determines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by the Department staff to the CITY OF MIAMI regarding such audit. The CITY OF MIAMI further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer (CFO) or Auditor General. AUDITS PART I: FEDERALLY FUNDED Recipients of federal funds (i.e. state, local government, or non-profit organizations as defined in OMB Circular A- 133, as revised) are to have audits done annually using the following criteria: 1. In the event that the recipient expends $300,000 ($500,000 for fiscal years ending after December 31, 2003) or more in Federal awards in its fiscal year, the recipient must have a single or program -specific audit conducted in accordance with the provisions of OMB Circular A-133, as revised. EXHIBIT 1 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, as revised. 3. If the recipient expends less than $300,000 ($500,000 for fiscal years ending after December 31, 2003) in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of OMB Circular A- 133, as revised, is not required. In the event that the recipient expends less than $300,000 ($500,000 for fiscal years ending after December 31, 2003) in Federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of OMB Circular A-133, as revised, the cost of the audit must be paid from non -Federal resources (i.e., the cost of such an audit must be paid from recipient 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. Page I of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640-3-58-0I PART II: STATE FUNDED Recipients of state funds (i.e. a nonstate entity as defined by Section 215.97(2)(1), Florida Statutes) are to have audits done annually using the following criteria: 1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $300,000 ($500,000 for fiscal years ending on September 30, 2004, and thereafter) in any fiscal year of such recipient, the recipient must have a State single or project -specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Executive Office of the Governor and the CFO; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. EXHIBIT 1 to this agreement indicates state financial assistance awarded through the Department by this agreement. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass -through awards and resources received by a nonstate entity for Federal program matching requirements. 2. In connection with the audit requirements addressed in Part II, paragraph 1, the recipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(d), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. 3. If the recipient expends less than $300,000 in state financial assistance in its fiscal year ($500,000 for fiscal years ending on September 30, 2004, and thereafter), an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. In the event that the recipient expends less than $300,000 ($500,000) in state financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the nonstate entity's resources (i.e., the cost of such an audit must be paid from the recipient's resources obtained from other than State 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. PART III: OTHER AUDIT REQUIREMENTS The recipient 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. 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 FDOT, the 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. Page 11 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640-3-58-01 PART IV: REPORT SUBMISSION 1. Copies of reporting packages for audits conducted in accordance with OMB Circular A-133, as revised, and required by PART I of this agreement shall be submitted, when required by Section .320 (d), OMB Circular A- 133, as revised, by or on behalf of the recipient directly to each of the following: A. The Department at each of the following addresses: Florida Department of Transportation 1000 Northwest 111 Avenue Miami, Florida 33172 B. The Federal Audit Clearinghouse designated in OMB Circular A-133, as revised (the number of copies required by Sections .320 (d)(1) and (2), OMB Circular A-133, as revised, should be submitted to the Federal Audit Clearinghouse), at 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, as revised. 2. In the event that a copy of the reporting package for an audit required by PART I of this agreement and conducted in accordance with OMB Circular A-133, as revised, is not required to be submitted to the Department for reasons pursuant to section .320 (e)(2), OMB Circular A-133, as revised, 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: Florida Department of Transportation 1000 Northwest 111 Avenue Miami, Florida 33172 In addition, pursuant to Section .320 (f), OMB Circular A-133, as revised, the recipient shall submit a copy of the reporting package described in Section .320 (c), OMB Circular A-133, as revised, and any management letters issued by the auditor, to the Department at each of the following addresses: Florida Department of Transportation 1000 Northwest 111 Avenue Miami, Florida 33172 3. Copies of financial reporting packages required by 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: Florida Department of Transportation 1000 Northwest 111 Avenue Miami, Florida 33172 Page 12 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640-3-58-01 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 PART III of this agreement shall be submitted by or on behalf of the recipient directly to: The Department at each of the following addresses: Florida Department of Transportation 1000 Northwest 111 Avenue Miami, Florida 33172 Any reports, management letter, or other information required to be submitted to the Department pursuant to this agreement shall be submitted timely in accordance with OMB Circular A-133, Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, as applicable. 6. Recipients, when submitting financial reporting packages to the Department for audits done in accordance with OMB Circular A-133 or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the recipient in correspondence accompanying the reporting package. PART V: RECORD RETENTION 1. The recipient shall retain sufficient records demonstrating its compliance with the terms of this agreement for a period of at least five years from the date the audit report is issued, and shall allow the Department, or its designee, the state CFO or Auditor General access to such records upon request. The recipient shall ensure that the independent audit working papers are made available to the Department, or its designee, the state CFO, or Auditor General upon request for a period of at least five years from the date the audit report is issued, unless extended in writing by the Department. Page 13 of 13 Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Financial Project Number 249640-3-58-01