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HomeMy WebLinkAboutExhibit - AgreementFinancial Project No.: 436014-2-54 Fund: DPTO FLAIR Approp: 088808 — 03 Function: 215 FLAIR Obj.: 75100 Contract No: Pending Contract Amount: $441,351 Org. Code: 55 31 00 00 933 DUNS No: 059071860-0000 Vendor No.: F596000375127 CSFA.: 55.021 Title (Rail Development Grants) STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION QUIET ZONE IMPROVEMENT AGREEMENT This Quiet Zone Improvement Agreement ("Agrene3 t"), is entered into this day of , 2015, between the State of Florida, Depa'ment o l ransportation ("Department") �� �� and City of Miami ("Agency"). The Depart e t afid the Agency aRe sometimes referred to in this Agreement individually as a "Party" and c'ectively as the "Parties. RE A. The Department has ete� dined that the p�ojact described in Exhibit "A" attached to and incorporated in this Agreeme t is or the nil purpose of quiet zone capital improvements in responses to the use o lo - omo 4torps at ig ay -rail grade crossings, and the Department is a t�6`rr c rsuant to {hap i 2 14 Laws of Florida, to approve an expenditure to the gdncy for u l o fifty p c nt of the nonfederal and nonprivate share of project costs, with the remprovided by the Agency. i ac o:'dance with its adopted work program, to prepared" p P g' undertal the project c ibed a the Quiet Zone Improvements, in Fiscal Year 2015 / 2016, which prof e s known as F 4360l4 2-54-03 (the "Project"). C. eared to complete the Project at an estimated total cost of Eight Hundred -Eighty , Seven Hundred Two and 00/100 Dollars ($882,702.00).The Department is prepared �on r`o i e 50% of the total cost of construction of the Project up to Four Hundred -Forty One Thousand, Three Hundred Fifty One and 00/100 Dollars ($441,351.00). AGREEMENT In consideration of the mutual covenants contained in this Agreement, the Parties agree as follows: 1. The Recitals above are true and correct and are made a part of this Agreement. 2. The term of this Agreement shall begin upon the date of signature of the last party to sign this Agreement ("Effective Date") and continue for three (3) years after the Effective The; Agency is in ` . iThousan 1 Date. If the Agency does not complete the Project within the time period allotted, this Agreement will expire on the last day of the term of this Agreement as provided in this paragraph unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of the Agreement. Expiration of this Agreement will be considered termination of the Project. 3. The Agency shall furnish the services to design and construct the Project which consists of: a federally compliant quiet zone, and otherwise the Agency shall perform all other necessary work to complete the Project, as specified in Exhibitli `A". Nothing in this Agreement shall be construed as requiring the Agency to perform an Vity whichis outside of the scope of services of the Project as defined in Exhibit "A" which'scope shall be limited to only design and construction work. 4. The Agency shall be responsib or obtaining clearanc /permits required for the construction of the Project from the appropriate pe anittmg authorities. 5. The Agency agrees ato contract with So th`l Florida RegionaI Transportation Authority, ("SFRTA") for SFRTA ;t ndertake the design, construction, and/or Consultant Construction Engineering Inspection ( EI )e %f t e Proj ec n, accordance with all applicable federal, state and local t t tes rules sand re 1 t � � $ g�] �c��s mcltcing Agency standards and specifications. A pro fissional en g neer, registeredk Florika s iall provide the certification that all design and constructs for the ?oject meetsI the minimum construction standards established �.1 by the Depa tment and the Rails (a) Th #A;g. ncy` derstands is responsible for the preparation of all design plans fo ProjApIThe Agency shall use its normal procurement procedures to hire either ISFRTA`al a consultant engineering firm, to perform the design vices for t� 'roject. (b) Exxe ition t is Agreement by both Parties shall be deemed a Notice to Proceed itlgihe Agency for the design phase of the Project. Any work performed prior to the execution of this Agreement is not subject to reimbursement. (c) The Agency will provide one (1) copy of the final design plans and specifications and final bid documents to the Department's Contract Manager, who must approve such plans and specifications, and final bid documents in writing, prior to commencing construction of the Project. 2 (g) (d) The Agency shall hire SFRTA or a contractor using the Agency's normal bid procedures to perform the construction work for the Project. (e) Prior to commencing the construction work described in this Agreement, the Agency shall request a Notice to Proceed from the Department's Contract Manager, at (850) 414-4620 or from an appointed designee. Any construction work performed prior to the issuance of the Notice to Proceed for Construction is not subject to reimbursement; (f) The Agency shall hire a qualified CCEI tperform construction oversight including the obligation to assure that and all verification testing is performed in accordance with the Bridge Construction, as applicable; and as amended from time to time. The Department shall have the Might, but not th c ligation, to perform independent assurance testing dt ring the c ltrse of construction of the Project. The CCEI firm shall not be the sa as that of theta ineer of Record for the Project. The Agency shall construct ap (h) Upd otify t Ex cured by "C' wwork under._ etion doc there ally re is Agr dard Specifications for Road and (liable efforts to ensure that the is performed in accordance with the of the work a thorized by this Agreement, the Agency shall writing°sof the completion of construction of the gall desigii`tl r�kthat originally required certification by a eer, this notification shall contain an Engineer's Comfence, signed and sealed by a Professional Engineer, Agency, the form of which is attached to this Agreement as he certification shall state that work has been completed in compliai `With the Project construction plans and specifications. If any deviations are found from the approved plans, the certification shall include a list of all deviations along with an explanation that justifies the reason to accept each deviation. (i) The Agency must submit the final invoice to the Department within one hundred eighty (180) days after the final acceptance of the Project. 6. Upon completion of the Project, the Agency shall be responsible for the maintenance of the facilities that are constructed under this Agreement, unless certain 3 maintenance obligations are assigned to SFRTA by separate agreement between the Agency and SFRTA. The terms of this provision shall survive the termination of this Agreement. 7. If the Agency utilizes its own work force for any services for the Project, all costs and expenses thereof shall not be subject to reimbursement. 8. Upon request, the Agency agrees to provide quarterly progress reports to the Department in the standard format used by the Agency. The Department will be entitled at all times to be advised, at its request, as to the status of the Project being constructed by the Agency and of details thereof. Either party to the Agreement may req; time thereafter, be granted a conference with the other pa 9. The total estimated cost of the Projec and shall, within a reasonable undred Eighty Two Thousand, Seven Hundred -Two and 00/100 Dollars ($882,702� 00) This amount is based on the Schedule of � Funding, Exhibit "B" attached to and incorporatedIn this Agreement!he Department agrees to reimburse the Agency 50% of actual costs inaprred, excluding Agenda overhead, up to an amount not to exceed Four Hundrec Forty -One Thoiisa'nThree Hundred Fifty, One and 00/100 Dollars ($441,351.00). Project costs el gr le 'or reimbursement will be allowed only from the ect is contingent upon annual Effective Date of this Agreement The fui i appropriation by the Flq ld �e islature, it e availab li �of fund a rsuant to this Paragraph 10, approval of all plans s ecrfieati s;, contrac s or er obl ga 1 documents as required bythe �.k � g q Department, and all other to ms oft 1 s Agreem Department approval of costs in excess of' the or, attrrbut icito ac io slwhich h ye not received the required approval of' the :pis Agreeiit, and Department approval of the Project scope approved fund* Depart and bu g expenses in authority is available. The Agency agrees to bear all icipation. Travel costs will not be reimbursed. ;et shall be prepared by the Agency and approved by the iThe Agency shall maintain the budget, carry out the Project and 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 Paragraph 9 of this Agreement, or any amendment thereto. (b) Unless otherwise permitted, payment will begin in the year the Project or Project phase is scheduled in the adopted work program as of the Effective Date of this Agreement. Payment will be made for actual costs incurred as of 4 hall be ne the date the invoice is submitted with the final payment due upon receipt of a final invoice. (c) The Agency shall provide quantifiable, measurable, and verifiable units of deliverables. Each deliverable must specify the required minimum level of service to be performed and the criteria for evaluating successful completion. The Project, identified as Project Number436014-1-54-03 and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Exhibit "A (d) Invoices shall be submitted by the Agepc i detail sufficient for a proper pre- audit and post -audit thereof, bass ofi $t: quantifiable measurable and verifiable deliverables as estah1i ed in ExIA! "A". Deliverables must be received and accepted in v i i'ng by the Departure 's Project Manager or designee prior to reimbursem4 (e) Supporting documentation must cStabF l that the delivera , e were received and accepted in tin ' the Agencyffi and must also establish that the required minimum 1 e1 o ' sc vice to be pe rormed based on the criteria For eval atin successful completion a peeified in Paragraph 4 and Exhibit "A" wa! (f) There url eimburseit e t for travel expenses under this Agreement. m delonly afte :receipt and approval of goods and services gyments arse tithlorized by the Chief Financial Officer of the Chapters 215 and 216, F.S. h) If the Dement 4,4 eermines that the performance of the Agency is atisfactor the Department shall notify the Agency of the deficiency to be corrected, y1 correction shall be made within a time -frame to be specified by the leprtment. The Agency shall, within five days after notice from the Department, provide the Department with a corrective action plan describing how the Agency 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 Agency 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. 5 (i) The retainage shall be withheld until the Agency resolves the deficiency. If the deficiency is subsequently resolved, the Agency may bill the Department for the retained amount during the next billing period. If the Agency is unable to resolve the deficiency, the funds retained may be forfeited at the end of the Agreement's term. The Agency should be aware of the following time frames. Upon receipt of an invoice, the Department has twenty (20) days to inspect and approve the goods and services. The Department has tw ty (20) days to deliver a request for payment (voucher) to the Departme, t ol' Financial Services. The twenty (20) days are measured from the la oif tle ,date the invoice is received or the goods or services are receivd, inspectedc pproved. If a payment is not available within forty ��(0 de t penalty at a rate asays, a separate interest r�t1s, established pursuant to Sectio payable, in addition to the invoice, dollar ($1.00) wit Invoices which have preparnfir errors will Vie§ 5.03(1), 1lorida Stan s, will be due and nterest penalty i f less than one e enforced ittiie ss the .Agency requests payment. of start illl etnrned toiii'e� Agency because of Agency �Sp#3& ;,in the payment. The invoice payment operlyoipleted invoice is provided to the Vendor Oinbudsman has been established within the for entitie The duties of this individual include acting may be experiencing problems in obtaining inent s)ofrom a state agency. The Vendor Ombudsman may be A850) 413717 (j) A1y� ode ands made available by the Department pursuant to this Agree= which are determined by the Department to have been expended by the Agency in violation of this Agreement or any other applicable law or regulation shall be promptly refunded in full to the Department. Acceptance by the Department of any documentation or certifications, mandatory or otherwise permitted, that the Agency files shall not constitute a waiver of the Department's rights as the funding agency to verify all information at a later date by audit or investigation. 516 or by calling the Division of Consumer Services 6 (k) 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 Other Party'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 10. In the event this Agreement is in exces Dollars and 00/100) and a term for a period of mot 339.135(6)(a), Florida Statutes, are incorporate "The Department, during any fisca F any liability, or enter into,< expenditure of money in expenditure during such fiscal violation of thisost1 y contract the amo than one s "follows: ear, steal r. ` Ary ,contract, on is null and void 111i contract Th., partmehteshall requif0 a `ls Department thattpds are available p otho ing comm ng of co'i&fe Abe executory paid f< verbatim $25,000.00 art 11. The Depart'. ?Mods excee (1 proper audit of costs. 00.00 (Twenty Five Thousand the provisions of Section not experid noney, incur i its terms, ,4 ,oilyes s the budgeted as available for ei12a1 or written, made in monoy)inay be paid on such alemert fr the Comptroller of the to entering into any such contract or dkNothilfit herein contained shall prevent the ne (1) year, but any contract so made Value of the services to be rendered or agreed to be t; and this paragraph shall be incorporated the Department which are for an amount in excess of a term for a period of more than one (1) year." 5' er f s performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Florida Legislature. The Parties agree that in the event funds are not appropriated to the Department for the Project, this Agreement may be terminated, which shall be effective upon the Department giving notice to the Agency to that effect. 12. The administration of 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 7 of additional audits or evaluations of state financial assistance or limit the authority of any state agency inspector general, the Auditor General, or any other state official. The Agency shall comply with all audit and audit reporting requirements as specified below. (a) 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, fol.lowmi up, ensuring corrective action, and issuing management decisions on u? esses found through audits when those findings pertain to state £mail assistance awarded through the Department by this Agreemen4 *entering into is Agreement, the Agency agrees to comply al. cooperate fully =3 w•ith any monitoring procedures/processes deemed' appropriate oby the Department. The Agency further agrees tol comply and cooperatswith any inspections, reviews, investigations, o d is ecmed necess5 _ by the Department, the Department of Financial Services eazAuditoiilGeneral. a nonstate a !option 215.97(2)(m), Florida rep', lent of state % iicial asses once awarded by the Department ent is sub ect to the following requirements: 3P yentlne Agenc d by. Secio 21 meets the audit threshold requirements 5:97, Florida Statutes, the Agency must have r 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 ental entities) or 10.650 (nonprofit and for -profit anizations), Rules of the Auditor General. Exhibit D attached 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 8 financial assistance does not include Federal direct or pass -through awards and resources received by a nonstate entity for Federal program matching requirements. ii. 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;cities) or 10.650 (nonprofit and for -profit organizations), Rules 'Auditor General. iii. In the event the Agencyoesn t meet the audit threshold requirements established y Section 2 5 97, Florida Statutes, the Agency is exempts'such fiscal year fro.tithe state single audit requirements of' Section 215.97, Florida Strati. tes. However, the Agency i u. t provide a singl @lit exemption 4tement to the DepartmenIDOTSingleAu lit@dot.state.fl.us no later than nine months after the en of e Agency's'audit period for each applicable year. In tli 'event tli s e c doe not meet the Y� y s audit threshold requireh e is estab i laed by Sectto l 215.97, Florida Statutes, in a scal yc and elects to, have an audit conducted in accordance with ection2l15.97, Florida Statutes the cost of the audit aid froi ite. Agency's resources (Le., the cost of such an e,paid from the Agency's resources obtained from other dance with Chapters 10.550 (local governmental entities) or (nonprofit and for -profit organizations), Rules of the Auditor ral, 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, FL 32399-0405 Email: FDOTSingleAudit@dot.state.fl.us 9 ection 215.97, Florida Statutes, tal entities) or 10.650 (nonprofit Rule I the Auditor General, as itting financial rep©, ing packages to the fiance with C p ers 10.550 (local oil 10.650 (nonprofit and for -profit the AucItgtGeneral, should indicate the date he Agency in correspondence vii, Upon recipi hin six months, the Department will review the repo n i ng package, including corrective action itr ent letters, to the extent necessary to determine ely and appropriate corrective action on all deficiencies pertaining to the state financial assistance provided ij the Department by this Agreement. If the Agency fails to have conducted consistent with Section 215.97, Florida Statutes, partment may take appropriate corrective action to enforce compliance. viii. 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 And State of Florida Auditor General Local Government Audits/342 111 West Madison Street, Room 401 Tallahassee, FL 32399-1450 Email: flaudgen localgovt@aud.state.fl.us Any copies of financial reporting packages, reports or other information required to be submitted to the Department shall be submitted timely in accordance and Chapters 10.550 (local go) and for -profit organiza; applicable. vi. The Agency, when l sub Department for audits d1 governmerl R e itities) organization reporting p ying their t, and rcial 10 (c) 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 the 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 the 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. 13. The Agency shall permit, and shall reci'itcxitractors and subcontractors to permit, the Department's authorized representativso inspect a_ork, materials, payrolls, and records, and to audit the books, records, l aticl accounts pertains ig a,to the financing and development of the Project.. 14. The Department specifically reserves lie i`to review and approve any and all � third party contracts with respect to �prglect before t � iAgency executes or obligates itself in 11 any manner requiring the disbursement of Dep tment funds, eluding consultant, purchase of commodities contracts, ;o iendments 'cfireto. J lth Depaitrt ent chooses to review and. approve third party on acts foi' his Pro ect � d ° he'A encyi =ails to obtain such approval that J g Y � � pp shall be sufficient cas€or no a went by e Department. The Department specifically reserves tink seelfetlie rialtlitoi ewll ke .qualific Itions of any consultant or contractor and to approve ent of sai will maintai loss or damage dt as set forth in a sepa loss of such equipment o Execution ofit is Agree: e ability to re� ent constitutes a certification that the Agency has and it or reple any Project equipment or facilities in the event of it or casualty for the useful life of such equipment or facilities ht between the Agency and the Railroad. In the event of the hies, 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. 16. The Agency shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Agency in conjunction with this Agreement. Failure by the Agency to grant such public access shall be grounds for immediate unilateral cancellation of this Agreement by the Department. 11 17. The Agency shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work thereof 18. Funds may not be used for the purpose of lobbying the Florida Legislature, judicial branch, or any state agency, in accordance with Section 216.347, Florida Statutes. 19. The Agency and the Department agree that the Agency, its employees, and subcontractors are not agents of the Department as a result of this Agreement. 20. This Agreement may be canceled by the Department in whole or in part at any time the interest of the Department requires such termination e Department also reserves the right to seek termination or cancellation of this Agreemryye74iii in Athe event the Agency shall be placed in either voluntary or involuntary bankruptcy. ¢ ; D artment further reserves the right to terminate or cancel this Agreement in the even an assignmeit is made for the benefit of creditors. Additionally, the following provisionsapply to termination or cancellation by the Department: (a) If the Depart e t determined satisfactory, the Department ihave the opts Agreement, or (b) notifying theiAgen f the de deficiency be co terminated a the Department. If the unsati I J i =per of such termination stage owork at which! If the A ( Agency shall substantiated. aid oli within Wend 38'&' �fl�� he end of uCh time, or (c performance of Agency is not Qf (a) immediately terminating the ricy with a requirement that the otheyzse the Agreement will be action is deemed appropriate by quires termination of the Agreement for reasons other V.h qua nce of tAgency, the Department shall notify the Agency ith instructions to the effective date of termination or specify the Agreeennt is to be terminated. 'eement is terminated before performance is completed, the for that work satisfactorily performed for which costs can be (d) The Department will consider the employment of unauthorized aliens, by any contractor or subcontractor, as described by Section 274A (e) of the Immigration and Nationalization Act, cause for termination of this Agreement. (e) The Department specifically reserves its right to immediately terminate this Agreement and demand repayment of the funds the Department has paid to the Agency, should the Agency fail to complete the Project prior to the expiration of this Agreement. 12 21. 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. 22. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Venue for any action arising under this Agreement shall be in Miami - Dade County, Florida. Any provision in this Agreement dined by a court of competent jurisdiction, or any other legally constituted body ha ing jurisdiction, to be invalid or unenforceable shall be severable and the remainder of t its~Agreement shall remain in full force and effect, provided that the invalidated or ui ifprceable pro #s'on is not material to the intended operation of this Agreement. 23. The Agency affirms that it is a Florida Statutes. A person or affiliate who has following a conviction for a public A e any goods or services to a public Ag Agency for the constructaio leases of real propert supplier, subcontractor, transact business wit � 287 01,7 '$l orida Statutc: date of `being placed on the Section 281)1p2) (a), Fla conviction duringl 24. The Ail performance of this Ag 'yyof the prs'evisions3 of Si �' �a a eed on the con iipn 287.133(2) (a), 1ted vendor list chime may iio 0submit a bid on a contract to provide 0404 t submi Vi id on a contract with a public ;e p air of a'plic bui ublici ork� may not submit bids on p plip �' enc may o lle awarded or perform work as a contractor, Y� may � ontract with any public Agency, and may not excess ,Of the threshold amount provided in Section GORY or a period of thirty six (36) months from the y endor list. The Agency agrees that it shall not violate 1 and further acknowledges and agrees that any greement may result in the termination of this Agreement. not discriminate against any employee employed in the t, or against any applicant for employment because of age, ethnicity, race, religious belief, disability, national origin, or sex. The Agency shall provide a harassment -free workplace, with any allegation of harassment given priority attention and action by management. The Agency shall insert similar provisions in all contracts and subcontracts for services by this Agreement. The Agency affirms that it is aware of the provisions of Section 287.134(2) (a), Florida Statutes. An Agency 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 Agency, may not submit a bid on a contract with a public Agency for the construction or 13 repair of a public building or public work, may not submit bids on leases of real property to a public Agency, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public Agency, and may not transact business with any public Agency. The Agency further agrees that it shall not violate Section 287.134(2)(a), Florida Statutes, and acknowledges and agrees that placement on the list during the term of this Agreement may result in the termination of this Agreement. 25. The Agency is encouraged to use small businesses, including minority and women -owned businesses as subcontractors or sub -vendors u 26. The Department and the Agency acknowle i. The Agency shall uti1 Security's E-Verify system tov Ss' the empl employees hired by the Agency' ii. The Agency s1i subcontractors perfor ing work o contract to likewise u system to verify the em contractor/ 27. In the; Agreement, the Agency any time d r tt term o t the A tall mak this Agreement. rid agree to the following: S. Department of Homeland iaent eligibility of all new ring the term of the contract; and expressly require ycontractors and services purs t to the state U.S. Department of Homeland Security's E-Verify cigibility `d all new employees hired by the Atractor during the contractAerm. cy desire to odify anyiof'the terms and conditions of this ch reques'tf r modification in writing to the Department at The Ageq, shall assign, si license, or otherwise transfer its rights, duties, or obligation nder this A ree .. ent w ; ut theprior written . g 1 g rr,� ��Q, w tten consent of the Department, which consent will lit be unreasoribly wit a. el, Any assignment, sublicense, or transfer occurring without the requiredwritten approval will be null and void. The Department will at all times be entitled to assign or an fei is ghts, duties, or obligations under this Agreement to another governmental agency in th S ale of Florida, upon giving prior written notice to the Agency. In the event that the Department approves a transfer of the Agency's obligations, the Agency remains responsible for all work performed and all expenses incurred in connection with this Agreement. 29. All notices pertaining to this Agreement are in effect upon receipt by either Party, shall be in writing, and shall be transmitted either by personal hand delivery; United States Post Office, return receipt requested; or, overnight express mail delivery. E-mail and facsimile may be used if the notice is also transmitted by one of the preceding forms of delivery. The addresses 14 and the contact persons set forth below for the respective Parties shall be the places where notices shall be sent, unless prior written notice of change of address is given. DEPARTMENT: STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION STATE RAIL OPERATIONS AND PROGRAMS ADMINISTRATOR 605 SUWANNEE STREET, MS 25 TALLAHASSEE, FL 32399-0450 PHONE: 850-414-4620 FAX: 850-414-4508 AGENCY: PHONE: FAX: 30. This Agreement emboli provisions, terms, conditions, or obligat Agreement supersedes all) written, between the signed by an author his/her delega e emmous comm i :he entire agreement of the Parties. There are no an those, 'entained in this Agreement. This cation, representation or agreement, either verbal or mendme Me eft e unless reduced to writing and e Agency' and the authorized officer of the Department or ,be execute 'in duplicate originals. aS page intentionally left blank. 15 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date(s) below. FDOT AGENCY State of Florida, Department of Transportation By: By: Print Name: Title: Date: Legal Review: See attached Encumbrance Form for date of funding approval by Comptroller Print Name: Title: As approved by the Board on: Attest: Legal Review: County Attorney 16 EXHIBIT "A" SCOPE OF SERVICES Financial Project Number: This exhibit forms an integral part of that certain Quiet Zone Improvement Agreement entered into this day of , 20 , between the tate of Florida, Department of Transportation ("Department") and PROJECT LOCATION: City of Miami in Miami -Dade County, Florida, USA, The subject Crossings are located in the Al1aPaatta area of Miami Florida on the downtown spur of the South Florida Rail Corridor (SFRC), ro� NW 27t11 Avenue to; 10t11 Avenue in the City of Miami. A total of nineteen (19) existing crossing locations are included in the project segment. The crossing numbers and ,local street nanl )a e as 'ollow: #628406X (NW 27th Avenue), #628 628409T (NW 25th Avenue), #628411 628412B (NW 23rd Avenue), #628413 #628417K (NW 21st #628424V (NW 17,tP venue), #628427R (NW 12' Atenue), # #628430Y (NW 10th Ave' e) W 23rd S t , #628408L (NW 26th Avenue), 4th Cott #628411U (NW 24th Avenue), P628414P (NW 22nd Avenue), 28419Y (NW 18th Avenue), #628426J (NW 13th Avenue), ;'# 628429E (NW 10th Avenue), requests rail development grant funds to perform Quiet Zone Improvements at -grade railroad cross irgse The Quiet Zone{pgth includes' nineteen crossings (see above location detail), but of the nineteen there wily e five (5)` crossings where Supplemental Safety Measures (SSM's) are provided as required inn, . cc rd t e with the regulatory provisions contained in Title 49 of the Code of Federal Regulatibs' rt 222 and 229. The Quiet Zone must be established (for the entire length) with SSMs implemented which are sufficient to reduce the Quiet Zone Risk Index to a level at or below the Risk Index with Horns. SPECIAL CONSIDERATION: Unless terminated earlier, design work on the Project may commence upon the full execution of this Agreement, and construction work may commence upon the Department's issuance of a Construction Notice to Proceed. All work on the Project shall be completed on or before three) (3) years after the Effective Date of this Agreement. If the Agency does not complete the Project 17 within the time period allotted, this Agreement will expire on the last day of the term of this Agreement unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of the Agreement. Expiration of this Agreement will be considered termination of the Project. Prior to commencing the construction work described in this Agreement,, the Agency shall request a Notice to Proceed from the Department's Contract Manager or from an appointed designee and provide one (1) copy of the final design plans and specifications and final bid documents to the department's Contract Manager prior to commencing construction of the project. Any construction work performed prior to the issuance of the Notice to Proceed for construction is not subject to reimbursement. Execution of this Agreement by both Parties shall be deem' for the design phase of the project. Any work per Agreement is not subject to reimbursement. otice to Proceed to the Agency prior to the execution of this 18 Exhibit "B" ESTIMATED SCHEDULE OF FUNDING Financial Project Number 436014-1-54-03 Location: Description of Work: Est. Payment Schedule: Total: State Funds: 628406X Signage $ 780.00 $ 390.00 628407E Signage {° $ 780.00 $ 390.00 628408L Signage $ 780.00 $ 390.00 628409T Gates/Signage $ 119,230.00 $ 59,615.00 628410M SignageiL _ $ 780.00 $ 390.00 628411U Signage i $ 780.00 $ 390.00 628412B Signage i ii $780.00 $ 390.00 628413H Signage $ 7800,0 $ 390.00 628414P Signage (12 mos. after effective)* $ 780.t0A! R $ 390.00 628417K Gates/Signage $ 119,2S0 00 $ 59,615.00 628418S Signage $ 780.00 $ 390.00 628419Y Signage eg . �` $ 780.00 $ 390.00 628424V Signage $ 780.00 S 390.00 628425C Gates/Signage (24$a = os. after e. fective * $ $ 119,230.00 $ 59 615.00 628426J Signage =itf tt� k,S 780.00 $ 390.00 628427R Signage: l¢1 �lA 780.00 S 390.00 �e E4�. �zL < �k� �a 628428X Signa e l l _ $ 780.00 S 390.00 628430Y Gates/Signage S 119,230.00 S 59,615.00 628429E Gates/Sign' ge (36mos. after; effective)* $ 119,230.00 $ 59,615.00 $ 607,070.00 $ 303,535.00 $ 275,632.00 $ 137,816.00 TOTAL $ 882,702.00 $441,351.00 Project Cost: $ 882,702.00 State (DPTO) 50% of total up to $ 441,351.00 Local $ 441,351.00A11 work is scheduled to be completed by (36 months after execution). * The estimated payment schedule dates shown are the deadlines to invoice for grant award payments. Invoices may be submitted prior to the deadline dates if desired. The schedule reflects a minimum of three (5) crossing improvements per year; the order of crossing improvement is arbitrary. EXHIBIT LPC" NOTICE OF COMPLETION AND ENGINEER'S CERTIFICATION OF COMPLIANCE 19 QUIET ZONE IMPROVEMENT AGREEMENT Between THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION and THE CITY OF MIAMI PROJECT DESCRIPTION: See Exhibit "A" FINANCIAL PROJECT ID# 436014-1-54-03 In accordance with the Terms and Conditions of the Quiet Zone Improvement Agreement, the undersigned hereby provides notification that the work authorized by this Agreement is complete as of ,20 . By: Name: Title:g.. In accordance with 'MI undersigned hereby Professio specific 1 deviation attached to this the Department a SEAL: J.IANCE uiet Zone Improvement Agreement, the all work inch originally required certification by a Vince with the Project construction plans and ave been made from the approved plans, a list of all That justifies the reasonto accept each deviation, will be with submittal of this certification, the Agency shall furnish lans certified by the Engineer of Record/CCEI. By: , P.E. Name: Date: 20 EXHIBIT "D" STATE FINANCIAL ASSISTANCE (FLORIDA SINGLE AUDIT ACT) STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: SUBJECT TO SECTION 215.97, FLORIDA STATUTES: Awarding Agency: Florida Department of Transportation State Project Title: RAIL DEVELOPMENT GRANTS CSFA Number: 55.021 *Award Amount: $441,351.00 *The state award amount may change with supplemental agreements Specific project information for CSF�� l umber 55.021 _ provided at: https://apps.fldfs.com/fsaa/searchCata gog.aspx COMPLIANCE REQUIREMENTS n, APPLECABLE TO STATE RESOURCES AWARDED PURSUANT TO, THIS AGREEMENT.'; State Project Comp nce Re tirements https://apps.fldfs. com)f$aa/searcholpliance.as The https://,alj roj ect nce.aspx` ber 55.021 is provided at: upplement is provided at: 21