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HomeMy WebLinkAboutExhibitSTATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION JOINT PARTICIPATION AGREEMENT 725-030-06 PUBLIC TRANSPORTATION OGC -12/14 Page 1 of 13 Financial Project Number(s): (Item -segment -phase -sequence) 430987-2-84-01 Contract Number: ARP46 CFDA Number: N/A CFDA Title: N/A Fund: DPTO Function: 632 Federal Number: N/A DUNS Number: 80-939-7102 Agency DUNS Number: FLAIR Category.: 088774 Object Code: 750012 Org. Code: 55062020629 Vendor No.: F596000375127 CSFA Number: 55.012 CSFA Title: Service Development Program THIS AGREEMENT, made and entered into this day of by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter referred to as the Department, and City of Miami 444 SW 2 Avenue, 8th Floor, Miami, Florida 33130 hereinafter referred to as Agency. The Department and Agency agree that all terms of this Agreement will be completed on or before December 31, 2017 in accordance with Section 16.00. and this Agreement will expire unless a time extension is provided 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 341.051 Florida Statutes, to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations herein, the parties agree as follows: 1.00 Purpose of Agreement: The purpose of this Agreement is Provide State Public Transit Service Development Program funding to the City of Miami Trolley for the Coral Way extension - which will connect Downtown Miami, Port of Miami and residential areas along Coral Way. State Participation Rate is 50%. 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. 725-030-06 PUBLIC TRANSPORTATION OGC -12/14 Page 2 of 13 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. The Department has the option to require an activity report on a quarterly basis. The activity report will include details of the progress of the project towards completion. 3.00 Project Cost: The total estimated cost of the project is $ 2,004,724.00 This amount is based upon the estimate summarized in Exhibit "B" attached hereto and by this reference made a part hereof this Agreement. The Agency agrees to bear all expenses in excess of the total estimated cost of the project and any deficits involved, 4.00 Department Participation: The Department agrees to maximum participation, including contingencies, in the project in the amount of $ 1,002,362.00 as detailed in Exhibit "B", or in an amount equal to the percentage(s) of total 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 15.00 of this Agreement; Approval of all plans, specifications, contracts or other obligating documents as required by the Department, and all other terms of this Agreement; (c) Department approval of costs in excess of the approved funding or attributable to actions which have not received the required approval of the Department 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 0 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 Project Budget and Payment Provisions: 5.10 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 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, or Amendment thereto, and is approved by the Department Comptroller. 725-030-06 PUBLIC TRANSPORTATION OGC -12/14 Page 3 of 13 5.20 Payment Provisions: Unless otherwise allowed, 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. Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes. If the Department determines that the performance of the Participant is unsatisfactory, the Department shall notify the Participant of the deficiency to be corrected, which correction shall be made within a time -frame to be specified by the Department. The Participant shall, within five days after notice from the Department, provide the Department with a corrective action plan describing how the Participant will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non-compliance. If the corrective action plan is unacceptable to the Department, the Participant shall be assessed a non-performance retainage equivalent to 10% of the total invoice amount. The retainage shall be applied to the invoice for the then -current billing period. The retainage shall be withheld until the Participant resolves the deficiency. If the deficiency is subsequently resolved, the Participant may bill the Department for the retained amount during the next billing period. If the Participant is unable to resolve the deficiency, the funds retained may be forfeited at the end of the Agreement's term. 6.00 Accounting Records: 6.10 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". Records of costs incurred under terms of this Agreement shall be maintained in the project account and made available upon request to the Department at all times during the period of this Agreement and for five (5) years after final payment is made. Copies of these documents and records shall be furnished to the Department upon request. Records of costs incurred include the Agency's general accounting records and the Project records, together with supporting documents and records, of the Agency and all sub -consultants performing work on the Project and all other records of the Agency and sub -consultants considered necessary by the Department for a proper audit of costs. If any litigation, claim, or audit is started before the expiration of the five (5) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 6.20 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. 6.30 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. 6.40 Checks, Orders, and Vouchers: Any check or order drawn by the Agency with respect to any item which is or will be chargeable against the project account will be drawn only in accordance with a properly signed voucher then on file in the office of the Agency stating in proper detail the purpose for which such check or order is drawn. All checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the project shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other such documents. 6.50 Audits: The administration of Federal or State resources awarded through the Department to the Agency by this Agreement may be subject to audits and/or monitoring by the Department. The following requirements do not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of Federal awards or State financial assistance or limit the authority of any state agency inspector general, the State of Florida Auditor General, or any other state official The Agency shall comply with all audit and audit reporting requirements as specified below. 725.030-06 PUBLIC TRANSPORTATION OGC -12/14 Page 4 of 13 Part I Federally Funded: 1. In addition to reviews of audits conducted in accordance with OMB Circular A-133, for fiscal years beginning before December 26, 2014, and in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, monitoring procedures may include but not be limited to on -site visits by Department staff and/or other procedures including, reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to Federal awards provided through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed -necessary by the Departments State of -Florida -Chief Financial -Officer -(CFO) or -State of Florida -Auditor-General.--- 2. The Agency, a non -Federal entity as defined by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and as defined by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, as.a subrecipient of a Federal award awarded, by the Department through this Agreement is subject to the following requirements: a. In the event the Agency expends a total amount of Federal awards equal to or in excess of the threshold established by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and established by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, the Agency must have a Federal single or program - specific audit conducted for such fiscal year in accordance with the provisions of OMB Circular A-133, for fiscal years beginning before December 26, 2014, and in accordance with the provisions of 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. ExhibitA, B, C & D to this Agreement provides the required Federal award identification information needed by the Agency to further comply with the requirements of OMB Circular A-133, for fiscal years beginning before December 26, 2014, and the requirements of 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. In determining Federal awards expended in a fiscal year, the Agency must consider all sources of Federal awards based on when the activity related to the Federal award occurs, including the Federal award provided through the Department by this Agreement. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and established by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. An audit conducted by the State of Florida Auditor General in accordance with the provisions of OMB Circular A-133, for fiscal years beginning before December 26, 2014, and in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, will meet the requirements of this part. b. In connection with the audit requirements, the Agency shall fulfill the requirements relative to the auditee responsibilities as provided in OMB Circular A-133, for fiscal years beginning before December 26, 2014, and as provided in 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. c. 725-030-06 PUBLIC TRANSPORTATION OGC -12/14 Page 5 of 13 In the event the Agency expends less than the threshold established by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and established by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, in Federal awards, the Agency is exempt from Federal audit requirements for that fiscal year. However, the Agency must provide a single audit exemption statement to the Department at FDOTSngleAudit@dot.state.fl.us no later than nine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency expends less than the threshold established by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and established by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, in Federal awards in a fiscal year and elects to have an audit conducted in accordance with the provisions of OMB Circular A-133, for fiscal -years beginning before December 26, 2014, and in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, the cost of the audit must be paid from non - Federal resources (i,e., the cost of such an audit must be paid from the Agency's resources obtained from other than Federal entities). d. The Agency must electronically submit to the Federal Audit Clearinghouse (FAC) at https://harvester.census.gov/facweb/ the audit reporting package as required by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and as required by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and for audits required by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, and this Agreement. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSingleAudit@dot.state.fl.us within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period as required by OMB Circular A-133, for fiscal years beginning before December 26, 2014, and as required by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. e. f. g. Upon receipt, and within six months, the Department will review the Agency's audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an audit conducted in accordance with OMB Circular A-133, for fiscal years beginning before December 26, 2014, and in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance. As a condition of receiving this Federal award, the Agency shall permit the Department, or its designee, the CFO or State of Florida Auditor General access to the Agency's records including financial statements, the independent auditor's working papers and project records as necessary. Records related to unresolved audit findings, appeals or litigation shall be retained until the action is complete or the dispute is resolved. The Department's contact information for requirements under this part is as follows: Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0450 FDOTSingleAudit@dot.state.fl.us 725-030-06 PUBLIC TRANSPORTATION OGC - 12/14 Page 6 of 13 Part II State Funded: 1. In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring procedures to monitor the Agency's use of state financial assistance may include but not be limited to on -site visits by Department staff and/or other procedures including, reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to state financial assistance awarded through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, the Department of Financial Services (DFS) or State of Florida Auditor General. 2. The Agency, a nonstate entity as defined by Section 215.97(2)(m), Florida Statutes, as a recipient of state financial assistance awarded by the Department through this Agreement is subject to the following requirements: a. In the event the Agency meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency must have a State single or project -specific audit conducted for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. ExhibitA, B, C & D to this Agreement indicates state financial assistance awarded through the Department by this Agreement needed by the Agency to further comply with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received from the Department by this Agreement, 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. b. In connection with the audit requirements, the Agency shall ensure that the audit complies with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. c. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency is exempt for such fiscal year from the state single audit requirements of Section 215.97, Florida Statutes. However, the Agency must provide a single audit exemption statement to the Department at FDOTSingleAuditdot.state. fl.us no later than nine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, in a 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 Agency's resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than State entities). d. In accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, copies of financial reporting packages required by this Agreement shall be submitted to: Florida Department of Transportation Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0405 FDOTSingleAudit©dot.state.fl.us And State of Florida Auditor General Local Government Audits/342 111 W Madison Street, Room 401 Tallahassee, FL 32399-1450 726-030.06 PUBLIC TRANSPORTATION OGC -12/14 Page 7 of 13 e. Any copies of financial reporting packages, reports or other information required to be submitted to the Department shall be submitted timely in accordance with Section 215.97, Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, as applicable. f. The Agency, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date the reporting package was delivered to the Agency in correspondence accompanying the reporting package. g. Upon receipt, and within six months, the Department will review the Agency's financial reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate corrective action on all deficiencies has -be -en -taken pertaining to -the -state financial assistance provided through the Department by this Agreement. If the Agency fails to have an audit conducted consistent with Section 215.97, Florida Statutes, the Department may take appropriate corrective action to enforce compliance. h. As a condition of receiving state financial assistance, the Agency shall permit the Department, or its designee, DFS or the Auditor General access to the Agency's records including financial statements, the independent auditor's working papers and project records as necessary. Records related to unresolved audit findings, appeals or litigation shall be retained until the action is complete or the dispute is resolved. The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued and shall allow the Department, or its designee, DFS or State of Florida Auditor General access to such records upon request. The Agency shall ensure that the audit working papers are made available to the Department, or its designee, DFS or State of Florida Auditor General upon request for a period of five years from the date the audit report is issued unless extended in writing by the Department. 6.60 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. The Department may waive or modify this section as appropriate. 7.00 Requisitions and Payments: 7.10 Action by the Agency: In order to obtain any Department funds, the Agency shall file with the Department of Transportation, District Six Public Transportation Office 1000 NW 111 Avenue, Rm 6111, Miami , FL, 33172 its requisition on a form or forms prescribed by the Department, and any other data pertaining to the project account (as defined in Paragraph 6.10 hereof) to justify and support the payment requisitions. 7.11 The Agency shall provide the following quantifiable, measurable and verifiable units of deliverables as established in Exhibit "A". Each deliverable must specify the required minimum level of service to be performed and the criteria for evaluating successful completion. 7.12 Invoices for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper pre -audit and post -audit thereof, based on the quantifiable, measurable and verifiable units of deliverables as established in Exhibit "A". Deliverables must be received and accepted in writing by the Department's Project Manager prior to payments. 7.13 Supporting documentation must establish that the deliverables were received and accepted in writing by the Department and that the required minimum level of service to be performed based on the criteria for evaluating successful completion as specified in Section 2.00 and Exhibit "A" has been met. 7.14 Invoices for any travel expenses by the Agency shall be submitted in accordance with Chapter 112.061, F.S., and shall be submitted on the Department's Travel Form No. 300-000-01. The Department may establish rates lower than the maximum provided in Chapter 112.061, F.S. 7.15 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) 725-030-06 PUBLIC TRANSPORTATION OGC -12/14 Page 8 of 13 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. 7.20 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: 7.21 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; 7.22 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; 7.23 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; 7.24 Conflict of Interests: There has been any violation of the conflict of interest provisions contained herein; 7.25 Default: The Agency has been determined by the Department to be in default under any of the provisions of the Agreement; or 7.26 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." 7.30 Disallowed Costs: In determining the amount of the payment, the Department will exclude all projects. costs incurred by the Agency prior to the effective date of this Agreement, after the expiration date of this Agreement, costs which are not provided for in the latest approved scope and budget for the project, costs attributable to goods or services received under a contract or other arrangements which have not been approved by the Department, and costs invoiced prior to receipt of annual notification of fund availability. 7.40 Payment Offset: If, after project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this agreement, the Department may offset such amount from payments due for work or services done under any public transportation joint participation agreement which it has with the Agency owing such amount if, upon demand, payment of the amount is not made within sixty (60) days to the Department. Offsetting amounts shall not be considered a breach of contract by the Department. 8.00 Termination or Suspension of Project: 8.10 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 7.21 to 7.26 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. 8.11 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any final termination or suspension notice under this paragraph, the Agency shall proceed promptly to carry out the actions required therein which may include any or all of the following: (1) necessary action to terminate or suspend, as the case may be, project activities and contracts and such other action as may be required or desirable to keep to the minimum the costs upon the basis of which the financing is to be computed; (2) furnish a statement of the project activities and contracts, and other undertakings the cost of which are otherwise includable as project costs; and (3) remit to the Department such portion of the financing and any advance payment previously received as is determined by the Department to be due under the provisions of the Agreement. The termination or suspension shall be carried out in conformity with the latest schedule, plan, and budget as approved by the Department or upon the basis of terms and conditions imposed by the Department upon the failure of the Agency to furnish the schedule, plan, and budget within a reasonable time. The approval of a remittance by the Agency or the closing out of federal financial participation in the project shall not constitute a waiver of any claim which the Department may otherwise have arising out of this Agreement. 725-030-06 PUBLIC TRANSPORTATION OGC -12/14 Page 9 of 13 8.12 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. 9.00 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. 10.00 Contracts of the Agency: 10.10 Third Party Agreements: The Department specifically reserves the right to review and approve any and all third party contracts with respect to the Project before the Agency executes or obligates itself in any manner requiring the disbursement of Department funds, including consultant, purchase of commodities contracts or amendments thereto. If the Department chooseslo review and approve third party "contracts for this Project and the Agency fails to obtain such approval, that shall be sufficient cause for nonpayment by the Department as provided in Section 7.23. 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. If Federal Transit Administration (FTA) funds are used in the project, the Department must exercise the right to third party contract review. 10.20 Procurement of Personal Property and Services: 10.21 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 287.055, 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 Chapter 287.055, F.S., the Consultants' Competitive Negotiation Act. 10.22 Procurement of Commodities or Contractual Services: It is understood and agreed by the parties hereto that participation by the Department in a project with an Agency, where said project involves the purchase of commodities or contractual services or the purchasing of capital equipment or the constructing and equipping of facilities, which includes engineering, design, and/or construction activities, where purchases or costs exceed the Threshold Amount for CATEGORY TWO per Chapter 287.017 F.S., is contingent on the Agency complying in full with the provisions of Chapter 287.057 F.S. The Agency's Attorney shall certify to the Department that the purchase of commodities or contractual services has been accomplished in compliance with Chapter 287.057 F.S. It shall be the sole responsibility of the Agency to ensure that any obligations made in accordance with this Section comply with the current threshold limits. Contracts, purchase orders, task orders, construction change orders, or any other agreement that would result in exceeding the current budget contained in Exhibit "B", or that is not consistent with the project description and scope of services contained in Exhibit "A" must be approved by the Department prior to Agency execution. Failure to obtain such approval, and subsequent execution of an amendment to the Agreement if required, shall be sufficient cause for nonpayment by the Department as provided in Section 7.23. 10.30 Disadvantaged Business Enterprise (DBE) Policy: 10.31 DBE Policy: The contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT -assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate. The recipient shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT -assisted contract or in the administration of its DBE program or the requirements of 49 CFR part 26. The recipient shall take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts. The recipient's DBE program, as required by 49 CFR part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program, the Department may impose sanctions as provided for under part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.) 10.40 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. 725-030-06 PUBLIC TRANSPORTATION OGC -12/14 11.00 Restrictions, Prohibitions, Controls, and Labor Provisions: Page 10 of 13 11.10 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 11.20 Title VI - Civil Rights Act of 1964: Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d, et. seq.), the Regulations of the Federal Department of Transportation issued thereunder, and the assurance by the Agency pursuant thereto. 11.30 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 employment on the basis of race, color, national origin, creed, sex, and age. 11.40 Americans with Disabilities Act of 1990 (ADA): Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirements imposed by the ADA (42 U.S.C. 12102, et. seq.), the regulations of the federal government issued thereunder, and the assurance by the Agency pursuant thereto. 11.50 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. 11.60 Interest of Members of, or Delegates to, Congress: No member or delegate to the Congress of the United States, or the State of Florida legislature, shall be admitted to any share or part of the Agreement or any benefit arising therefrom. 12.00 Miscellaneous Provisions: 12.10 Environmental Regulations: Execution of this Joint Participation Agreement constitutes a certification by theAgency 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. 12.20 Department Not Obligated to Third Parties: The Department shall not be obligated or liable hereunder to any party other than the Agency. 12.30 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. 12.40 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. 725-030-06 PUBLIC TRANSPORTATION OGC -12/14 Page 11 of 13 12.50 Bonus or Commission: By execution of the Agreement the Agency represents that it has not paid and, also, agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. 12.60 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. 12.70 Use and Maintenance of Project Facilities and Equipment: The Agency agrees that the project facilities and equipment will be used by the Agency to provide or support public transportation for the period of the useful life of such facilities and equipment as determined in -accordance -with -general -accounting principles--and--approved-by the Department. The Agency further agrees to maintain the project facilities and equipment in good working order for the useful life of said facilities or equipment. 12.71 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. 12.80 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. 12.90 Contractual Indemnity: To the extent provided by law, the Agency shall indemnify, defend, and hold harmless the Department and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Agency, its agents, or employees, during the performance of the Agreement, except that neither the Agency, its agents, or its employees will be liable under this paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Department or any of its officers, agents, or employees during the performance of the Agreement. When the Department receives a notice of claim for damages that may have been caused by the Agency in the performance of services required under this Agreement, the Department will immediately forward the claim to the Agency. The Agency and the Department will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After reviewing the claim, the Department will determine whether to require the participation of the Agency in the defense of the claim or to require that the Agency defend the Department in such claim as described in this section. The Department's failure to promptly notify the Agency of a claim shall not act as a waiver of any right herein to require the participation in or defense of the claim by Agency. The Department and the Agency will each pay its own expenses for the evaluation, settlement negotiations, and trial, if any. However, if only one party participates in the defense of the claim at trial, that party is responsible for all expenses at trial. 13.00 Plans and Specifications: In the event that this Agreement involves the purchasing of capital equipment or the constructing and equipping of facilities, where plans and specifications have been developed, the Agency shall provide an Engineer's Certification that certifies project compliance as listed below, or in Exhibit "C" if applicable, For the plans, specifications, construction contract documents, and any and all other engineering, construction, and contractual documents produced by the Engineer, hereinafter collectively referred to as "plans", the Agency will certify that: a. All plans comply with federal, state, and professional standards as well as minimum standards established by the Department as applicable; b. The plans were developed in accordance with sound engineering and design principles, and with generally accepted professional standards; c. The plans are consistent with the intent of the project as defined in Exhibits "A" and "B" of this Agreement as well as the Scope of Services; and d. The plans comply with all applicable laws, ordinances, zoning and permitting requirements, public notice requirements, and other similar regulations. Notwithstanding the provisions of this paragraph, the Agency, upon request by the Department, shall provide plans and specifications to the Department for review and approvals. 725-030-06 PUBLIC TRANSPORTATION OGC -12/14 Page 12 of 13 14.00 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. 15.00 Appropriation of Funds: 15.10 The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. 15.20 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 tFie 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." 16.00 Expiration of Agreement: The Agency agrees to complete the project on or before December 31, 2017 . 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 District Secretary or Designee Expiration of this Agreement will be considered termination of the project and the procedure established in Section 8.00 of this Agreement shall be initiated. 16.10 Final Invoice: The Agency must submit the final invoice on this project to the Department within 120 days after the expiration of this Agreement. 17.00 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. 18.00 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. 19.00 Restrictions on Lobbying: 19.10 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 sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. 19.20 State: No funds received pursuant to this contract may be expended for lobbying the Legislature or a state agency. 20.00 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. 725-030-06 PUBLIC TRANSPORTATION OGC -12/14 Page 13 of 13 If a payment is not available within 40 days after receipt of the invoice and receipt, inspection and approval of goods and services, a separate interest penalty in accordance with Section 215.422(3)(b), F.S. will be due and payable, in addition to the invoice amount to the Agency. The interest penalty provision applies after a 35 day time period to health care providers, as defined by rule. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices which have to be returned to an Agency because of vendor preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Agencies who may be experiencing problems in obtaining timely payment(s) from the Department. The Vendor Ombudsman may be contacted at (850) 413-5516 or by calling the Division of Consumer Services at 1-877-693-5236. 21,00 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. 22.00 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. 23.00 E-Verify: Vendors/Contractors: 1. shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Vendor/Contractor during the term of the contract; and 2. shall expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY FDOT City of Miami AGENCY NAME DEPARTMENT OF TRANSPORTATION D6 - Director of Transportation Development SIGNATORY (PRINTED OR TYPED) TITLE SIGNATURE LEGAL REVIEW DEPARTMENT OF TRANSPORTATION TITLE See attached Encumbrance Form for date of Funding Approval by Comptroller TO: PT629RFPdot.state,fl.us SUBJECT: FUNDS APPROVAL/REVIEWED FOR CONTRACT ARP46 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL Contract #ARP46 Contract Type: Vendor Name: CITY OF MIAMI CI Vendor ID: VF596000375127 Beginning date of this Agmt: 11/24/14 Ending date of this Agmt: 12/31/17 Method of Procurement: ************************************************************************ ORG-CODE *EO *OBJECT *AMOUNT *FIN PROJECT *FCT *CFDA (FISCAL YEAR) *BUDGET ENTITY *CATEGORY/CAT YEAR AMENDMENT ID *SEQ. *USER ASSIGNED ID *ENC LINE(6S)/STATUS ************************************************************************ Action: ORIGINAL Funds have been: APPROVED 55 062020629 *PT *750012 * 1002362.00 *43098728401 *632 * 2015 *55100100 *088774/15 0001 *00 * *0001/04 TOTAL AMOUNT: *$ 1,002,362.00 * FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER DATE: 11/25/2014 FINANCIAL PROJECT NO. 43098728401 CSFA NO. 55.012 CONTRACT NO. ARP46 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 Of Miami 444 SW 2nd Avenue, 8th Floor, Miami, FL 33130 dated PROJECT LOCATION: Miami -Dade County, Florida PROJECT DESCRIPTION: Provide State Public Transit Service Development Program funding to the City of Miami for the Coral Way extension. Service Route will connect Downtown Miami, Port of Miami and residential areas along Coral Way. State participation rate is 50%. SPECIAL CONSIDERATIONS BY AGENCY: The audit report(s) required in Paragraph 6.50 of the Agreement (see Exhibit "D") shall include a schedule of project assistance that will reflect the Department's contract number, Financial Project Number and the Federal Identification number, where applicable, and the amount of state funding action (receipt and disbursement of funds) and any federal or local funding action and the funding action from any other source with respect to the project. SPECIAL CONSIDERATIONS BY DEPARTMENT: None FINANCIAL PROJECT NO. 43098728401 CSFA 55.012 CONTRACT NO. ARP46 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 Miami 444-SW 2""dd-Avenue 8t" Floor Miami,-FL--33130 dated PROJECT COST: Coral Way Trolley Operating Assistance $2,004,724 TOTAL PROJECT COST: $2,004,724 II. PARTICIPATION: Maximum Federal Participation FTA, FAA (0%) $0 Agency Participation In -Kind Cash (50%) $1,002,362 Other Maximum Department Participation, Primary (DS)(DDR)(DPTO)(PORT)(CIGP) (50%) or $1,002,362 Federal Reimbursable (SU)(CM)(DFTA) (0%0) or $0 Local Reimbursable (DL) (0%) or $0 TOTAL PROJECT COST $2,002,362 Financial Project No. 43098728401 CSFA No. 55.012 Contract No. ARP46 EXHIBIT "C" (GENERAL — with Safety Requirements) This exhibit forms an integral part of that certain Joint Participation Agreement between the State of Florida Department of Transportation and City of Miami 444 W 2n° Avenue, 8tth Floor,, Miami; FL- 33130 dated Safety Requirements X Bus Transit System - In accordance with Florida Statute 341.061, and Rule Chapter 14-90, Florida Administrative Code, the Agency shall submit, and the Department shall have on file, an annual safety certification that the Agency has adopted and is complying with its adopted System Safety Program Plan pursuant to Rule Chapter 14-90 and has performed annual safety inspections of all buses operated. Fixed Guideway System - (established) In accordance with Florida Statute 341.061, the Agency shall submit, and the Department shall have on file, annual certification by the Agency of compliance with its System Safety Program Plan, pursuant to Rule Chapter 14-15.017. Fixed Guideway System - (new) In accordance with Florida Statute 341.061, the Agency shall submit a certification attesting to the adoption of a System Safety Program Plan pursuant to Rule Chapter 14-15.017. Prior to beginning passenger service operations, the Agency shall submit a certification to the Department that the system is safe for passenger service. Program Funding and Project Requirements This project shall be conducted in accordance with the procedure for the Department's Service Development Program and with all applicable State of Florida Statutes. The Department may provide up to three years of assistance once the project begins. State participation rate is 50% of eligible project expenses. Department funding is provided solely for direct service provision by Agency or a private contractor. Eligible reimbursable expenses are limited to bus operations and maintenance only, except for marketing materials not to exceed 10% of the contract amount. No other costs incurred by the Agency shall be reimbursed. Planning and capital purchase costs are specifically ineligible. Purchasing, Payments & Reporting Requirements Funds encumbered for this contract will be forfeited if not expended by March 31 of the fifth fiscal year following the fiscal year of encumbrance. Forfeiture of said funds may further result in termination or voidance of the contract. The Agency shall obtain prior written concurrence from the Department for any third party purchases exceeding $10,000. Failure to obtain concurrence may result in non- payment -by -the Department. The Agency must submit an invoice to the Department no later than one hundred and twenty days (120) after the period of services covered by said invoice. Failure to submit invoices in a timely manner may result in non-payment by the Department. 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. Agency shall submit quarterly progress reports on this project to the Department. Reports shall address ridership and progress to achieving project goals and objectives. Failure to submit progress reports may delay payment of invoices by the Department. At least one site visit will be conducted annually by the District Public Transportation Office to observe project progress. A final report on the project shall be completed and submitted to the District Office. This report will address the success of the project in meeting the criteria established at the beginning of the project and the decision to continue or not continue the project. The final report must be completed and accepted by the District Office before final payment will be processed. The Agency shall provide the Department with ten (10) complete copies of the final report. The Agency's Service Development Program Project Proposal is included as part of this Agreement by reference. Other Requirements N/A EXHIBIT D 725-030-06 PUBLIC TRANSPORTATION 04/06 Financial Project No, 43098728401 Contract No. ARP46 FEDERAL and/or STATE resources awarded to the recipient pursuant to this agreement should be listed below. If the resources awarded to the recipient represent more than one Federal or State program, provide the same information for each program and the total resources awarded. Compliance Requirements applicable to each Federal or State program should also be listed below. If the resources awarded to the recipient represent more than one program, list applicable compliance requirements for each program in the same manner as shown here: • (e.g., Eligibility requirements for recipients of the resources) • (Etc...) NOTES Instead of listing the specific compliance requirements as shown above, the State awarding -agency may elect to use language that requires the recipient to comply with the requirements of applicable provisions of specific laws, rules, regulations, etc. The State awarding agency, if practical, may want to attach a copy of the specific law, rule, or regulation referred to. FEDERAL RESOURCES N/A STATE RESOURCES State Agency FDOT Compliance Requirements Catalog of State Financial Assistance (Number & Title) 55.012 Public Transit Service Development Program Amount $1,002,362 In developing audit procedures to test compliance with the requirements for a state project, the auditor should first look to Part Two, Matrix of Compliance Requirements, to identify which of the 10 types of compliance requirements described in Part Three of the Compliance Supplement are applicable and then look to Parts Three and Four for the details of the requirements. Allowed Activities Public Transportation Service Development Projects specifically include projects involving the use of new technologies, services, routes, or vehicle frequencies, the purchase of special transportation services, and other such techniques for increasing service to the riding public as are applicable to specific localities and transit groups. (FDOT Procedure Topic Number 725-030-005-e) Projects involving the application of new technologies or methods for improving operations, maintenance, and marketing in public transit systems can be funded through the Public Transportation Service Development Program. (FDOT Procedure Topic Number 725-030-005-e) Allowable Cost Public Transportation Service Development Project funds are selectively applied in the following functional areas and subject to specified times of duration: 1) Improving system operations, including, but not limited to, realigning route structures, increasing system average speed, decreasing deadhead mileage, expanding area coverage, and improving schedule adherence, for a period up to 3 years; 2),Improving system maintenance procedures, including, but not limited to, effective preventive maintenance programs, improved mechanics training programs, decreasing EXHIBIT D 725-030-06 PUBLIC TRANSPORTATION 04/06 service repair calls, decreasing parts inventory requirements, and decreasing equipment downtime, for a period of up to 3 years; 3) Improving marketing and consumer information programs, including, but not limited to, automated information services, organized advertising and promotion programs, and signing of designated stops, for period of up to 2 years; and 4) Improving technology involved in overall operations, including, but not limited to, transit equipment, fare collection techniques, electronic data processing applications, and bus locators, for a period of up to 2 years. (Section 341.051(5)(b)3(f), Florida Statutes) Cash Management N/A Eligibility Public agencies providing or implementing public transit services directly or through contractual agreements are considered eligible recipients. Eligible capital costs are costs that would be determined as capital costs by the Federal Transit Administration. Eligible net operating costs are all operating costs of the project less any federal funds, fares, or other sources of income to the project. (FDOT Procedure Topic Number 725-030-005-e) Matching FDOT is authorized to fund up to 50 percent of the capital and net operating costs of Transit Service Development Projects that are local in scope and that will improve system efficiencies, ridership, or revenue. (Section 341.051(5)(f), Florida Statutes) The Department is authorized to fund up to 100 percent of the capital and net operating cost of statewide transit service development projects. (Section 341.051(5)(e), Florida Statutes) NOTE: Section .400(d) of OMB Circular A-133, as revised, and Section 215.97(5)(a), Florida Statutes, require that the information about Federal Programs and State Projects included in this exhibit be provided to the recipient. Service Development Project Proposal form June 2013 Miami Trolley's Coral Way Route FDOT DISTRICT SIX — Public Transportation Office SERVICE DEVELOPMENT PROJECT PROPOSAL FORM - State Fiscal Year: 2014-2015 Agency: City of Miami Project Sponsor: Mark Spanioli, P.E. City of Miami Capital Improvements Program 444 SW 2 Ave, 8th Floor Miami, FL 33130 305-416-1224 305-416-1019 mspanioli@miamigov.com Project Type: The project entails a new transit service to enhance mobility and connections to existing transit services. The City of Miami will launch a new route to connect residential areas along Coral Way with two of Miami's largest employment centers, Downtown Miami and PortMiami. This proposed route will launch by September 2013. Please refer to attached document: Coral Way Trolley Feasibility Study prepared as supporting documentation for this grant application (Exhibit 1). Project Location: As depicted in the figure below, the route will travel along Coral Way, Flagler Street, and Port Boulevard. Page 1 of 5 Service Development Project Proposal Form June 2013 Miami Trolley's Coral Way Route Project Initiation/Completion Dates: The proposed Coral Way Trolley route is anticipated to begin service by September 2013, Exhibit 2 provides an illustrative table with the anticipated schedule for the service. Project Objectives: • Improve mobility by providing a one -seat ride between Coral Gables, Downtown Miami and PortMiami • Provide transit access to jobs and employment opportunities in Downtown Miami and PortMiami • Provide mobility options to transit -dependent populations • Augment existing Miami -Dade Transit's services by serving under -served areas • JProvide park and ride services from the underutilized parking facilities on SW 2nd Avenue to the eastern portion of Downtown Miami • Provide seamless connection with other transit services in the area Operational Responsibilities: The City has procured services of a vendor to operate and maintain the Miami Trolley System which currently has five routes in service, The proposed Coral Way Trolley route is considered an additional route in the operating agreement and the vendor will operate this proposed route. The anticipated operational characteristics include the following: 6:30 am to 7:00 pm (12.5 hours Limousines of South Florida Criteria for Success: Any transit service has direct and indirect benefits that could define its success. Direct benefits of a transit service include improved mobility to employment centers and other opportunities. Indirect benefits include transit time savings and improvement in well-being, The direct measurable criteria for the proposed service include: 1, Average daily ridership: This is a demand -side variable. The City counts ridership by hour of the day and by stop location. The City prepares monthly ridership reports. Reports for the proposed route can be used to measure success and performance. Page 2 of 5 Service Development Project Proposal Form June 2013 Miami Trolley's Coral Way Route 2. On -time performance: This is a supply-side variable to measure effectiveness of the service. The City measures performance of the service operator. All vehicles are equipped with GPS devices that allow tracking of on -time performance. 3. Number of customer complaints: This is a supply-side variable to measure the quality of service, The City receives complaints electronically via emails at trollevinfona miamigov,com, via phone at (305) 416-1132, and in -person inside the vehicles and at the City of Miami's Office of Transportation. The City tracks complaints and finds efficient methods to address them in a timely fashion, Project Budget: The City is requesting funding for 50% of the total estimated annual operating cost. The annual operating cost is based on the anticipated service hours. A calculation is included below: Service Costs (excluding fuel): • Daily Service Hours (a): 12,5 hours • Number of Service Days in a Week (b): 6 days • Number of Service Hours per Week (c=a x b): 75 hours • Number of Weeks in a Year (d): 52 • Number of Service Hours in a Year per Vehicle (e=c x d): 3900 hours • Operating Cost per Service Hour (f): $27.97 per service hour • Estimate Annual Operating Cost per Vehicle (g = e x f): $109,083 • Number of Vehicles (h): 8 • Estimated Annual Operating Cost for the Route (i=g x h): $872,664 Fuel Costs • Anticipated Fuel Usage per Vehicle (j): 10 miles per gallon of diesel • Average Travel per Hour (k): 10 miles per hour • Average Price of Gallon of Diesel per AAA (I): $4,157/gallon (AM, 02/18/2013) • Estimate Fuel Cost per Annum per Vehicle (m = e x I): $16,212 • Estimate Fuel Cost per Annum (n = h x m): $129,698 Total Operating Cost per Annum = Service Costs (g) + Fuel Costs (I) _ $1,002,362 The table below presents the project budget and the • amount representing the State's 50% share. The City will undertake a marketing campaign around the launch of the service and that will continue throughout the service. $1,002,362 $0 $1,002,362 $0 Page 3 of 5 Service Development Project Proposal Form June 2013 Miami Trolley's Coral Way Route The City has funding to continue this service beyond its first three years. On November 5, 2002, the citizens of Miami -Dade County approved a'/2 Cent Charter County Sales Surtax. The purpose of the surtax is to implement the People's Transportation Plan (PTP). The voters also approved, as part of the ballot question, the Citizens' Independent Transportation Trust (the "CITT" or "Trust") to oversee the proceeds of the surtax and the implementation of the People's Transportation Plan. The CITT allocates a portion of collected funds to all cities in the County, Currently, the City of Miami allocates approximately $1,900,000 to the Miami Trolley service, These funds will help continue the service beyond the first three years, Benefit to Other Transit Systems: The Coral Way route augments the following transit services: • Miami Trolley's Biscayne - Brickell Route; • Miami Dade Transit's Metrorail system at Vizcaya and Brickell Metrorail Stations; • Miami Dade Transit's Metrobus routes 24 along Coral Way and 243 Seaport Connection, and provide connections to Routes 12, 17, 22, 27, and 37; and, • The City of Coral Gables' Trolley that runs along Ponce De Leon Boulevard. As part of the MDT Transit Development Plan (TDP) for the fiscal year (FY) 2013 — 2022, MTD has stated that it will restructure Route 24 to provide local and premium limited -stop service along Coral Way between Downtown Miami and SW 153rd Avenue, Starting in 2013, local service will be provided between SW 153rd Avenue and Ponce de Leon Boulevard while limited -stop service will be provided between Ponce de Leon Boulevard and Downtown Miami, This restructuring of MDT service along with the proposed Coral Way Trolley route will result in a more efficient transit system. Indeed, Miami Trolley will compliment MDT's service, and therefore facilitate a seamless connection with other transit services. After MDT makes changes to Route 24, the proposed Coral Way Trolley route will provide different service characteristics to area residents. Please refer to Coral Way Feasibility Report. Transportation Development Plan: The City has no formal TDP document; however, pursuant to a Resolution of the Miami City Commission adopted unanimously November 2012.(Exhibit 3), the City Commission formally endorsed the Coral Way route, If Agency Has No Transportation Development Plan: Please refer to the attached exhibits - Resolution of the Miami City Commission and the document: Coral Way Trolley Feasibility Report. Service Plan and Marketing Sub -Elements: The City of Miami staff met with Coral Way area residents and the Miami Downtown Development Authority (DDA) to discuss this route, The outcome of those efforts clearly shows support for the proposed trolley route, Additional public outreach efforts are underway to finalize the proposed hours of operation, headways, and stop locations. The proposed stop locations and trolley routes were modified based on the input received from the Community. The City has coordinated this effort with Miami -Dade Transit to ensure optimal delivery of service. For instance, the trolley will utilize the existing Miami -Dade Transit stop locations to facilitate a seamless connection between the two systems. Page 4 of 5 Service Development Project Proposal Form June 2013 Miami Trolley's Coral Way Route The City has developed a marketing campaign through partnerships with the Miami DDA and stakeholders along the routes to assist with the marketing strategies, Marketing strategies include: Production of trolley route maps, brochures, banners, creating a "brand" and logo for the trolleys, public service announcements on electronic billboards, bus shelters located throughout the City, utilizing City Channel 77, the City's website, and other social networks to market the proposed routes, This information was presented at the City Commission meeting on January 26, 2012. The presentation is attached as Exhibit 4 for reference. Page 5 of 5 (SEAL) ATTEST: THE CITY OF MIAMI, FLORIDA CITY OF MIAMI, FLORIDA, a municipal Corporation of the State of Florida By By: Todd B. Hannon, City Clerk Daniel J. Alfonso, City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Victoria Mendez, City Attorney Ann -Marie Sharpe, Director Risk Management Department