HomeMy WebLinkAboutBack-Up DocumentsLOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
AND
CITY OF MIAMI
THIS LOCALLY FUNDED AGREEMENT ("LFA") is made and entered into this _ day of
, 20 (the "Effective Date"), between the State of Florida, Department of Transportation, a
component agency of the State of Florida, hereinafter referred to as the "Department", and the City of Miami,
a political subdivision of the State of Florida, acting by and through the Department of Transportation and
Public Works, existing under the Laws of the State of Florida, hereinafter referred to as the "Participant".
RECITALS
WHEREAS, the Department has jurisdiction over and maintains 1-395 from 1-95 to McArthur
Causeway; and
WHEREAS, the Department will undertake to complete community enhancements located
underneath 1-395 Bridge, Locally Funded Project number FM# 251688-1-52-06 (the "Project"), of which the
individual elements are outlined in the attached Exhibit "A", "Scope of Services", which is herein
incorporated by reference; and
WHEREAS, the Department will enter into a grant execution agreement ("Federal Grant
Agreement") with US Department of Transportation ("USDOT") through its delegated division, the Federal
Highway Administration ("FHWA"), which the terms and conditions of said Federal Grant Agreement may
affect the terms and conditions of this LFA; and
WHEREAS, the Participant shall deposit funds in escrow with the State of Florida, Department of
Financial Services, Division of Treasury, in the amount set forth in the attached Exhibit "B", "Financial
Summary", incorporated herein by reference, in accordance with the terms and conditions of this LFA and
the Three Party Escrow Agreement, attached hereto as Exhibit "D"; and
WHEREAS, the Department will utilize said Participant funds to complete the Project; and
WHEREAS, the parties hereto mutually recognize the need for entering into an LFA designating
and setting forth the responsibilities of each party; and
WHEREAS, the parties are authorized to enter into this LFA pursuant to Section 334.044(7) and
339.12, Florida Statutes.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and other valuable
considerations contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
Page 1 of 11
LOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
AND
CITY OF MIAMI
1. The foregoing recitals are true and correct and are incorporated into the body of this LFA, as if fully set
forth herein.
2. A true and correct copy of the Resolution of the Participant's Commission approving this LFA is
attached hereto as Exhibit "C", "Participant's Resolution" and is incorporated herein by reference.
3. The Department will administer the Project in accordance with the attached Exhibit "A", "Scope of
Services." The Department will complete the Project utilizing the funds provided by the Participant and
the Department, and funds from the awarded Federal grant, as outlined in Exhibit "B", "Financial
Summary", in accordance with the provisions of this LFA and the Federal Grant Agreement.
4. The Department will not be obligated to commence construction of the Project until the total amount of
Participant's funding for the Project is on deposit with the Department.
5. The Participant shall, before June 30, 2026, provide funding to the Department in the amount of Ten
Million Eight Hundred Thousand Dollars ($10,800,000.00), inclusive of contingencies (hereinafter, the
"Participant Contribution"), to partially fund the Project in accordance with Exhibit "B", "Financial
Summary", which such Project estimate is subject to change.
6. If at any time it becomes apparent that the Participant's total share of the Project cost (including
contingencies) will exceed the available Participant Contribution paid set forth in Exhibit "B", "Financial
Summary", the Department will notify the Participant and, in accordance with the Department's
negotiation procedures and in coordination with the Participant, scope may be eliminated from the
Project and/or materials may be substituted in an effort to reduce the construction cost estimate of the
Project ("Revised Construction Estimate").
7. If it becomes apparent that the Participant's share of the Revised Construction Estimate (including
contingencies) will still exceed the available Participant Contribution paid towards the construction
phase of the Project set forth in Exhibit "B", "Financial Summary", the Department will notify the
Participant and the Participant will provide an additional deposit within fourteen (14) calendar days of
notification from the Department or before beginning construction of the Project, whichever is earlier,
so that the total Participant Contribution for the construction phase of the Project is equal to the
Participant's share of the Revised Construction Estimate. However, failure of the Department to so
notify the Participant shall not relieve the Participant from its obligation to pay its total actual share of
the Project construction cost amount on final accounting as provided herein below. If the Participant
cannot provide the additional deposit within fourteen (14) days, a letter must be submitted to and
approved by the Department's Project Manager indicating when the additional deposit will be made.
The Participant understands the request and approval of the additional time could delay the Project,
and additional costs may be incurred due to Project delays.
Page 2 of 11
LOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
AND
CITY OF MIAMI
8. If the Participant's share of the Revised Construction Estimate (including contingencies) is less than
the available Participant Contribution paid towards the construction phase of the Project set forth in
Exhibit "B", "Financial Summary", the Department will refund the Participant the difference between the
Participant Contribution paid towards construction phase and the amount of the Participant's share of
the Revised Construction Estimate, if such refund is requested by the Participant in writing.
9. If at any time during the Project construction phase, should Project scope or cost modifications occur
that cause the actual construction cost to exceed the Revised Construction Estimate, the Participant
will be notified by the Department accordingly. The Participant agrees to provide, without delay, in
advance of the additional services or work being performed, adequate funds to ensure that cash on
deposit with the Department is sufficient to fully fund the remainder of the Project construction cost.
The Department shall notify the Participant as soon as it becomes apparent the actual construction
cost will overrun the Revised Construction Estimate. However, failure of the Department to so notify
the Participant shall not relieve the Participant from its obligation to pay the remainder of the Project
construction cost on final accounting as provided herein below. Funds due from the Participant during
the Project not paid within forty (40) calendar days from the date of the invoice are subject to an interest
charge at a rate established pursuant to Section 55.03, Florida Statutes.
10. The Department intends to have its final and complete accounting of all costs incurred in connection
with the work performed hereunder within three hundred and sixty days (360) of final payment to the
Department's contractor. The Department considers the Project complete when the final payment has
been made to the Department's contractor, not when the work under this LFA is complete. All Project
cost records and accounts shall be subject to audit by a representative of the Participant for a period
of three (3) years after final close out of the Project. The Participant will be notified of the total actual
Project cost. Both parties agree that in the event the final accounting of the total actual Project cost is
less than the remaining Participant Contribution to date, a refund of the excess will be made by the
Department to the Participant, if such refund is requested by the Participant in writing. If the final
accounting is not performed within three hundred and sixty (360) days, the Participant is not relieved
from its obligation to pay.
11. In the event the final accounting of total actual Project cost is greater than the remaining Participant
Contribution to date, the Participant will pay the additional amount within forty (40) calendar days from
the date of the invoice from the Department. The Participant agrees to pay interest at a rate as
established pursuant to Section 55.03, Florida Statutes, on any invoice not paid within forty (40)
calendar days until the invoice is paid.
Page 3 of 11
LOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
AND
CITY OF MIAMI
12. The payment of funds under this LFA will be made directly to the Department for deposit and as
provided in the attached Three Party Escrow Agreement between Participant, Department, and the
State of Florida, Department of Financial Services, Division of Treasury.
13. The terms and conditions of this LFA are subject to and subordinate to requirements of the Federal
Grant Agreement which may affect the financial provisions of this LFA.
14. Contact Persons:
PARTICIPANT: City of Miami
Address:
Contact Person:
Telephone #:
Fax #: N/A
Federal Employer ID # (FEIN)
DEPARTMENT:
District Contact: Auraliz Benitez, P.E.
Telephone #: 305-470-5471
15. This LFA shall become effective upon execution by the Participant and the Department and as of the
date set forth on page one (1) hereof.
16. The provisions of this LFA are independent of and separable from each other, and no provision shall
be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.
17. This LFA may only be amended by mutual agreement of the Department and the Participant, expressed
in writing, and executed and delivered by each.
18. All notices, requests, demands and other communications required or permitted under this LFA shall
be in writing and shall be deemed to have been duly given, made and received when delivered
(personally, by courier service such as Federal Express, or by other messenger) against receipt or
upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, addressed
as set forth below:
a. If to the Participant:
City of Miami
444SW2AVE
Page 4 of 11
LOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
AND
CITY OF MIAMI
10th Floor
Miami, Florida 33130
Email: anoriega@miamigov.com
Attention: Art Noriega, P.E., City Manager
b. If to the Department:
Florida Department of Transportation
1000 NW 111 Avenue
Miami, Florida 33172
Attention: Auraliz Benitez, P.E., Project Manager
Any party may alter the address to which communications or copies are to be sent by giving notice of
such change of address in conformity with the provisions of this paragraph for the giving of notice.
19. This LFA, including its attached Exhibits, contain the sole and entire agreement between the parties
with respect to such subject matter and supersede any and all other prior written or oral agreements
between them with respect to such subject matter.
20. This LFA shall be binding upon the parties and their respective representatives, successors, and
assigns.
21. Waiver by either party of any breach of any provision of this LFA shall not be considered as or constitute
a continuing waiver or a waiver of any other breach of the same or any other provision of this LFA.
22. The captions contained in this LFA are inserted only as a matter of convenience or reference and in no
way define, limit, extend or describe the scope of this LFA or the intent of any of its provisions.
23. Nothing in this LFA, express or implied, is intended to (a) confer upon any entity or person other than
the parties and their permitted successors and assigns any rights or remedies under or by reason of
this LFA as a third -party beneficiary or otherwise except as specifically provided in this LFA; or (b)
authorize anyone not a party to this LFA to maintain an action pursuant to or based upon this LFA.
24. The parties shall take all such actions and execute all such documents which may be reasonably
necessary to carry out the purposes of this LFA, whether or not specifically provided for in this LFA;
provided that the parties further acknowledge that certain additional actions by the Participant may
require approval by the Participant's Commission, and, to the extent such approval is required by
applicable law, obtaining such approval shall be a condition to the obligations of the Participant under
this Section.
Page 5 of 11
LOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
AND
CITY OF MIAMI
25. This LFA and the interpretation of its terms shall be governed by the laws of the State of Florida, without
application of conflicts of law principles. Venue for any judicial, administrative, or other action to enforce
or construe any term of this LFA or arising from or relating to this LFA shall lie exclusively in Leon
County, Florida.
[Remainder intentionally left blank. Signature page follows.]
Page 6 of 11
LOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
AND
CITY OF MIAMI
IN WITNESS WHEREOF, the parties hereto have executed this LFA, on the day and year above
written.
CITY OF MIAMI: STATE OF FLORIDA, DEPARTMENT OF
TRANSPORTATION:
BY:
(PARTICIPANT'S AUTHORIZED SIGNER'S
TITLE)
BY:
ATTEST: ATTEST:
DISTRICT SECRETARY
(PARTICIPANT'S SIGNER'S TITLE) EXECUTIVE SECRETARY
LEGAL REVIEW
PARTICIPANT'S ATTORNEY DISTRICT CHIEF COUNSEL
Page 7 of 11
LOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
AND
CITY OF MIAMI
EXHIBIT "A"
SCOPE OF SERVICES
Page 8 of 11
LOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
AND
CITY OF MIAMI
EXHIBIT "B"
FINANCIAL SUMMARY
Description
Non•Federal jState)
Non•Federal (City CRA}
RCN Grant
Other Federal
Total Federal
Total Cost
Amount
%
Amount
°•a
Amount
°;
Amount
%
Amount
..
Amount
%
Planning
$0
0.00%
$150,000
6.94%
$0
0.00°a
$0
0.00%
$0
0.00%
$750,000
0.9%
Design
$1.500.000
13.04%
$764,820
7.08%
$3,968,175
6.57%
$0
0.00%
$3,968.175
6.57%
$6.232,995
7.5%
Rigfit•of•way
$0
000%
$0
0.00%
$0
0.00°a
10
0.00%
$0
0.00%
S0
0,0°l°
Construction
510.000.000
86.96%
$8,738,173
80.91%
$52,474,659
86.95°a
$0
0.00%
$52,474,659
86.95%
$71,212,832
86.2%
CEI and Cost. Admin.
Total Cost
Share of Tatat Cost
$0
$11,500„000
000%
100,.00°I
13.91%
$547,007
$10,800,000
5.06°I°
100.00°%
13.07%
$3,910,896
$60,353,730
6.48
100.00°I
73.02%
10
$0
0.00°%
0.001
0.00%
$3,910,896
160,353.730
6.48%
100.001
73.02%
$4,457,903
$82,653,730
5.4°%
100.00Y
100.00%
TABLE 1 Sources and Uses of Future Elieible Proiect
Costs
Page 9 of 11
LOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
AND
CITY OF MIAMI
EXHIBIT "C"
PARTICIPANT'S RESOLUTION
To be herein incorporated once approved by the Participant's Commission.
Page 10 of 11
LOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
AND
CITY OF MIAMI
EXHIBIT "D"
THREE PARTY ESCROW AGREEMENT
[To be herein incorporated once the LFA is approved by the Department's Office of the Comptroller.]
Page 11 of 11
THREE PARTY ESCROW AGREEMENT
THIS AGREEMENT is made and entered into by and between the State of Florida,
Department of Transportation ("FDOT"), ("Participant"), and the
State of Florida, Department of Financial Services, Division of Treasury ("Escrow Agent"), and shall
become effective upon the Agreement's execution by Escrow Agent.
WHEREAS, FDOT and Participant are engaged in the following project ("Project"):
Project Name:
Project #:
County:
WHEREAS, FDOT and Participant desire to establish an escrow account for the project.
NOW THEREFORE, in consideration of the premises and the covenants contained herein,
the parties agree to the following:
1. An initial deposit will be made into an interest bearing escrow account established
hereunder for the purposes of the Project. The escrow account will be opened with
the Escrow Agent on behalf of FDOT upon Escrow Agent's receipt and execution of
this Agreement.
2. Other deposits to the escrow account may be made during the life of this
agreement.
3. Deposits will be delivered in accordance with instructions provided by the Escrow
Agent to the FDOT for deposit into the escrow account. A wire transfer or ACH
deposit is the preferred method of payment and should be used whenever possible.
FDOT's Comptroller or designee shall be the sole signatory on the escrow account
with the Escrow Agent and shall have sole authority to authorize withdrawals from
the account. Withdrawals will only be made to FDOT or the Participant in
accordance with the instructions provided to the Escrow Agent by FDOT's
Comptroller or designee.
5. Moneys in the escrow account will be invested in accordance with section 17.61,
Florida Statutes. The Escrow Agent will invest the moneys expeditiously. Income
is only earned on the moneys while invested. There is no guaranteed rate of
return. Investments in the escrow account will be assessed a fee in accordance with
Section 17.61(4)(b), Florida Statutes. All income of the investments shall accrue to
the escrow account.
6. Unless instructed otherwise by FDOT, all interest accumulated in the escrow account
shall remain in the account for the purposes of the Project.
7 The Escrow Agent agrees to provide written confirmation of receipt of funds to
FDOT. FDOT agrees to provide a copy of such written confirmation to Participant
upon request.
8. The Escrow Agent further agrees to provide quarterly reports to FDOT concerning
the escrow account. FDOT agrees to provide a copy of such quarterly reports to
Participant upon request.
9. The Escrow Agent shall not be liable for any error of judgment or for any act done or
omitted by it in good faith, or for anything which it may in good faith do or refrain from
doing in connection herewith.
10. Escrow Agent shall have no liability for any claim, cost, expense, damage or loss
due to the acts or omissions of FDOT and Participant, nor from any separate
agreements between FDOT and Participant and shall have no responsibility to
monitor or enforce any responsibilities herein or in any separate agreements
associated with this Agreement between FDOT and Participant.
11. This Agreement shall be governed by and interpreted in accordance with the laws of
the State of Florida.
12. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same
instrument.
13. This Agreement shall terminate upon disbursement by the Escrow Agent of all
money held by it in the escrow account in accordance with the instructions given by
FDOT's Comptroller or designee and notification from FDOT to Escrow Agent that
the account is to be closed.
The remainder of this page is blank.
IN WITNESS WHEREOF, the parties have duly executed the Agreement on the date(s)
below.
For FDOT-OOC (signature) For PARTICIPANT (signature)
Name and Title Name and Title
59-3024028
Federal Employer I.D. Number Federal Employer I.D. Number
Date Date
FDOT Legal Review:
For Escrow Agent (signature)
Name and Title
Date