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HomeMy WebLinkAbout2006-068 RESOLUTION NO. 2006 - 068 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY AUTHORIZING THE EXECUTION OF A PUBLIC TRANSPORTATION JOINT PARTICIPATION AGREEMENT WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION. WHEREAS, the Indian River County -Council on Aging,the County's designated transit service provider,has applied for and been allocated state mass transit capital assistance under FDOT Procedure number 725-030-005, also known as the Service Development Grant Program; and WHEREAS, Indian River County, as the designated recipient of federal and state public transportation funding,must be the recipient of those funds on behalf of the Indian River County- Council on Aging; and WHEREAS, Indian River County is eligible to receive grant funding under Section 341.052(1), Florida Statutes, and under 49 USC Ch. 53, Section 5307 and 49 USC 1614; and WHEREAS,the Florida Department of Transportation provides Service Development Grant funds to Indian River County to assist in the continuance and expansion of local public transportation services. NOW,THEREFORE,BE IT RESOLVED BY THE INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS: 1. That the Chairman of the Indian River County Board of County Commissioners is authorized to execute a public transportation Joint Participation Agreement with the Florida Department of Transportation to obtain $92,500 in FY 2006/07 state Service Development Grant (DS) funds, to be matched with $92,500 in County funds, for operating assistance as part of the County's ongoing public transportation service. 2. That the Indian River County Community Development Director is authorized to furnish such additional information as the Florida Department of Transportation may require in connection with the County's Service Development Grant . THIS RESOLUTION was moved for adoption by Bowden , and the motion was seconded by Davi s , and, upon being put to a vote,the vote was as follows: Chairman Arthur R. Neuberger Aye Vice-Chairman Gary C. Wheeler Aye Commissioner Sandra L. Bowden Aye Commissioner Wesley S. Davis Aye Commissioner Thomas S. Lowther Aye 1 rt ' The Chairperson thereupon declared the resolution duly passed and adopted this 23th day of May, 2006. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNT , FLORIDA B Arthur Neub rg r, Chair a Board of County Commissioners ATTEST: Jeffrey K. Barton, County Clerk State of Florida County of Indian River I HEREBY CERTIFY that on this day,before me, an officer duly authorized in this State and County to take acknowledgments, per onall appeared Arthur Neuberger, as Chairman of the Board of County Commissioners, and , as DEPUTY CLERK TO JEFFREY K. BARTON, as Chairm of the Board of County Commissioners and Clerk respectively,to me known to be the persons described in and who executed the foregoing instrument and they acknowledged before me that they executed the same. WITNESS my hand and official seal in the County and State last aforesaid this 23rd day ofd, , A.D., 2006. Notary Public R VED AS TO PLANNING MATTERS: ;;��'� Kimberly E.Massung MY COMMISSION# DD216503 EXPIRES ;:c a July 15,2001 BONDED THRU TROY FAIN INSURANCE,INC Robert M. Keating, AIC Community Development Director OV D AS TO FO GAL SUFFICIENCY: t_William G. Collins ` County Attorney FAC—unity D—Icpmmt\Usm\MPO\Tt it Gra \Smice D-1opm t\020I\2002BCCRESIPA.WPD 2 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 725-030-06 PUBLIC TRANSPORTATION PUBLIC TRANSPORTATION JOINT PARTICIPATION AGREEMENT 01/06 Pape 1 of 11 Financial Project No.: Fund: DS FLAIR Approp.: 08774 42048418401 Function: 680 FLAIR Obj.: 750012 (item-segment-phase-sequence) 55012010429 Federal No.: Org.Code: Contract No.: DUNS No.: Vendor No.: VF596000674007 Catalog of Federal Domestic Assistance Number: Catalog of State Financial Assistance Number: 55012 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 Indian River County Board of County Commissioners 1840 25th Street,Vero Beach, FL 32960-3365 hereinafter,referred to as Agency. The Department and Agency agree that all terms of this Agreement will be completed on or before 6/30/2009 and this Agreement will expire unless a time extension is provided in accordance with Section 18.00. WITNESSETH : WHEREAS; the Agency has the authority to enter into said Agreement and to undertake the project hereinafter described, and the Department has been granted the authority to function adequately in all areas of appropriate jurisdiction including the implementation of an integrated and balanced transportation system and is authorized under 341 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 To provide service development funds to support the Indian River evening bus service on selected route. 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 01/06 Page 2 of 11 .2.00 Accomplishment of the Project 2.10 General Requirements: The Agency shall commence, and complete the project asdescribed in Exhibit "A" attached hereto and by this reference made a part hereof this Agreement, with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions herein, and all applicable laws. 2.20 Pursuant to Federal,State, and Local Law: In the event that any election, referendum, approval, permit, notice, or other proceeding or authorization is requisite under applicable law to enable the Agency to enter into this Agreement or to undertake the project hereunder, or to observe, assume or carry out any of the provisions of the Agreement, the Agency will initiate and consummate, as provided by law, all actions necessary with respect to any such matters so requisite. 2.30 Funds of the Agency: The Agency shall initiate and prosecute to completion all proceedings necessary including federal aid requirements to enable the Agency to provide the necessary funds for completion of the project. 2.40 Submission of Proceedings, Contracts and.Other Documents: The Agency shall submit to the Department such data, reports, records, contracts and other documents relating to the project as the Department may require as listed in Exhibit"C" attached hereto and by this reference made a part hereof. 3.00 Project Cost: The total estimated cost of the project is $ 185,000.00 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$ 92.500.000 not to exceed 50 % of the total project cost as detailed in Exhibit"B". 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 work program year that the project is scheduled to be committed; (b) . Availability of funds as stated in Section 17.00 of this Agreement; (c) Approval of all plans, specifications, contracts or other obligating documents and all other terms of this Agreement; (d) Department approval of the project scope and budget (Exhibits A& B) at the time appropriation authority becomes available. 4.20 Front End Funding : Front end funding O is @ is not applicable. If applicable, the Department may initially pay 100% of the total allowable incurred project costs up to an amount equal to its total share of_participation as shown in paragraph 4.00. 5.00 Retainage : Retainage Ois 0 is not applicable. If applicable, percent of the Department's total share of participation as shown in paragraph 4.00 is to be held in retainage to be disbursed, at the Department's discretion, on or before the completion of the final project audit. 725.030-06 PUBLIC TRANSPORTATION' 01/06 Pape 3 of 11 6.00 Project Budget and Payment Provisions: 6.10 The Project Budget: A project budget shall be prepared by the Agency and approved by the Department. The Agency shall maintain said budget, carry out the project and shall incur obligations against and make disbursements of project funds only in conformity with the latest approved budget for the project. No budget increase or decrease shall be effective unless it complies with fund participation requirements established.in Section 4:00 of this Agreement and is approved by the Department Comptroller. 6.20 Payment Provisions: Unless otherwise allowed under Section 4.20, payment will begin in the year the project or project phase is scheduled in the work program as of the date of the agreement. Payment will be made for actual costs incurred as of the date the invoice is submitted with the final payment due upon receipt of a final invoice. 7.00 Accounting Records: 7.10 Establishment and Maintenance of Accounting Records: The Agency shall establish for the project, in conformity with requirements established by Department's program guidelines/procedures and."Principles for State and Local Governments", separate accounts to be maintained within its existing accounting system or establish independent accounts. Such accounts are referred to herein collectively as the "project account". Documentation of the project account shall be made available to the Department upon request any time during the period of the Agreement and for three years after final payment is made. 7.20 Funds Received Or Made Available for The Project: The Agency shall appropriately record in the project account, and deposit in a bank or trust company which is a member of the Federal Deposit Insurance Corporation, all payments received by it from the Department pursuant to this Agreement and all other funds provided for, accruing to, or otherwise received on account of the project, which Department payments and other funds are herein collectively referred to as "project funds". The Agency shall require depositories of project funds to secure continuously and fully all project funds in excess of the amounts insured under federal plans, or under State plans which have been approved for the deposit of project funds by the Department, by the deposit or setting aside of collateral of the types and in the manner as prescribed by State Law for the security of public funds, or as approved by the Department. 7.30 Costs Incurred for the Project: The Agency shall charge to the project account all eligible costs of the project. Costs in excess of the latest approved budget or attributable to actions which have not received the required approval of the Department shall not be considered eligible costs. 7.40 Documentation of Project Costs: All costs charged to the project, including any approved services contributed by the Agency or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of the charges. 7.50 Checks, Orders, and Vouchers: Any check or order drawn by the Agency with respect to any item which is or 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. 7.60 Audit Reports: The Agency shall comply with all.audit and audit reporting requirements as specified in Exhibit"D" attached hereto and by this reference made a part hereof this Agreement. 725-030-06 PUBLIC TRANSPORTATION 01106 Pape 4 of 11 8.00 Requisitions and Payments: 8.10 Action by the Agency: In order to obtain any Department funds, the Agency shall file with the Department of Transportation, District 4 Public Transportation Office 3400 W. Commercial Boulevard FL, 33309 - its requisition on a form or forms prescribed by the Department, and any other data pertaining to the project account(as defined in Section 7.10 hereof)to justify and support the payment requisitions. 8.11 Invoices for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. 8.12 Invoices for any travel expenses shall be submitted in accordance with Chapter 112.061, F.S. The Department may establish rates lower than the maximum provided in Chapter 112.061, F.S. 8.13 For real property acquired, submit; (a) the date the Agency acquired the real property, (b) a statement by the Agency certifying that the Agency has acquired said real property, and actual consideration paid for real property. (c) a statement by the Agency certifying that the appraisal and acquisition of the real property together with any attendant relocation of occupants was accomplished in compliance with all federal laws, rules and procedures required by any federal oversight agency and with all state laws, rules and procedures that may apply to the Agency acquiring the real property. 8.20 The Department's Obligations: Subject to other provisions hereof, the Department will honor such requisitions in amounts and at times deemed by the Department to be proper to ensure the carrying out of the project and payment of the eligible costs. However, notwithstanding any other provision of this Agreement, the Department may elect by notice in writing not to make a payment on the project if: 8.21 Misrepresentation: The Agency shall have made misrepresentation of a material nature in its application, or any supplement thereto or amendment thereof, or in or with respect to any document or data furnished therewith or pursuant hereto; 8.22 Litigation: There is then pending litigation with respect to the performance by the Agency of any of its duties or obligations which may jeopardize or adversely affect the project,-the Agreement, or payments to the project; 8.23 Approval by Department: The Agency shall have taken any action pertaining to the project which, under this agreement, requires the approval of-the Department or has made related expenditures or incurred related obligations without having been advised by the Department that same are approved; 8.24 Conflict of Interests: There has been any violation of the conflict of interest provisions contained herein; or 8.25 Default: The Agency has been determined by the Department to be in default under any of the provisions of the Agreement. 8.26 Federal Participation (If Applicable): Any-federal agency providing federal financial assistance to.the project suspends or terminates federal financial assistance to the project. In the event of suspension or termination of federal financial assistance, the Agency will reimburse the Department for all disallowed costs. 8.30 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, costs which are not provided for in the latest approved budget for the project, and costs attributable to goods or services received under a contract or other arrangements which have not been approved in writing by the Department. 725-030-06 PUBLIC TRANSPORTATION 01/06 Pape 5 of 11 8.40 Payment Offset: If, after project completion, any claim is madeby 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. 9.00 Termination or Suspension of Project: 9.10 Termination or Suspension Generally: If the Agency abandons or, before completion, finally discontinues the project; or if, by reason of any of the events or conditions.set forth in Sections 8.21 'to 8.26 inclusive, or for any other reason, the commencement, prosecution, or timely completion. of the project by the Agency is rendered improbable, infeasible, impossible, or illegal, the Department will, by written notice to the Agency, suspend any or all of its obligations under this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected, or the Department may terminate any or all of its obligations under this Agreement. 9.11 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any final termination or suspension notice under this paragraph, the Agency shall proceed promptly to carry out the actions required therein which may include any or all of the following: (1)necessary action to terminate or suspend., as the case may be, project activities and contracts and such other action as may be required or desirable to keep to the minimum the costs upon the basis of which the financing is to be computed; (2)furnish a statement of the project activities and contracts, and other undertakings the 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. 9.12 The Department reserves the right to unilaterally cancel this Agreement for refusal by the contractor or Agency to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, F.S. and made or received in conjunction with this Agreement. 10.00 Remission of Project Account Upon Completion of Project: Upon-completion of the project, and after payment, provision for payment, or reimbursement of all project costs payable from the project account is made,the Agency shall remit to the Department its share of any unexpended balance in the project account. 11.00 Audit and Inspection: The Agency shall permit, and shall require its contractors to permit, the Department's authorized representatives to inspect all work, materials, payrolls, records; and to audit the books, records and accounts pertaining to the financing and development of the project. 12.00 Contracts of the Agency: 12.10 Third Party Agreements: Except as otherwise authorized in writing by the Department, the Agency shall not execute any contractor obligate itself in any manner requiring the disbursement of Department joint participation funds, including consultant, construction or purchase of commodities contracts or amendments thereto, with any third party with respect to the project without the written approval of the Department. Failure to obtain such approval shall be sufficient cause for nonpayment by the Department as provided in Section 8.23. The Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same. 725-030-06 PUBLIC TRANSPORTATION 01/06 Pape 6 of 11 12.20 Compliance with Consultants' Competitive Negotiation Act: It is understood and agreed by the parties* hereto that participation by the Department in a project with an Agency, where said project involves a consultant contract for engineering, architecture or surveying services, is contingent on the Agency complying in full with provisions of. Chapter 287, F.S., Consultants' Competitive Negotiation Act. At the discretion of the Department,the Agency will involve the Department in the Consultant Selection Process for all contracts. In all cases, the Agency's Attorney shall certify to the Department that selection has been accomplished in compliance with the Consultants' Competitive Negotiation Act. 12.30 Disadvantaged Business Enterprise (DBE) Policy and Obligation: 12.31 DBE Policy: It is the policy of the Department that disadvantaged business enterprises as defined in 49 CFR Part 26, as amended, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Department funds under this Agreement. The DBE requirements of 49 CFR Part 26, as amended, apply to this Agreement. 12.32 DBE Obligation: The Agency and its contractors agree to ensure that Disadvantaged Business Enterprises as defined in 49 CFR Part 26, as amended, have the maximum opportunity to participate in the performance of contracts and this Agreement. In this regard, all recipients, and contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26, as amended, to ensure that the Disadvantaged Business Enterprises have the maximum opportunity to compete for and perform contracts. Grantees, recipients and their contractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of Department assisted contracts. 12.40 The Agency agrees to report any grievances filed under this section to the Department within 30 days of receipt by the Agency. 13.00 Restrictions, Prohibitions, Controls, and Labor Provisions: 13.10 Equal Employment Opportunity: In connection with the carrying out of any project,the Agency shall not discriminate against any employee.or applicant for employment because of race, age, creed, color, sex or national origin. The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Agency shall insert the-foregoing provision modified only to show the particular contractual relationship in all.its contracts in connection with the development or operation of the project, except contracts for standard commercial supplies or raw materials, and shall require all such contractors to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. When the project involves installation, construction, demolition, removal, site improvement, or similar work, the Agency shall post, in conspicuous places available to employees and applicants for employment for project work, notices to be provided by the Department setting forth the provisions of the nondiscrimination clause. 13.20 Title VI -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. 13.30 Title VIII -Civil Rights Act of 1968: .Execution of this Joint Participation Agreement constitutes a certification that the Agency will comply with all the requirementsimposed by Title VIII of the Civil Rights Act of 1968, 42 USC 3601,et seq.,which among other things, prohibits discrimination in housing on the basis of race, color, national origin, creed, sex, and age. 13.40 Americans with Disabilities Act of 1990 (ADA): Execution of this Joint Participation-Agreement constitutes a 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. 725-030-06 PUBLIC TRANSPORTATION 01/06 Pape 7 of 11 13.50 Prohibited Interests: Neither the Agency nor any of its contractors or their subcontractors shall enter into any contract, subcontract, or arrangement in connection with the project or any property included or planned to be included in the project, in which any member, officer, or employee of the Agency during his tenure or for two years thereafter has any interest, direct or indirect. If any such present or former member, officer, or employee involuntarily acquires or had acquired prior to the beginning of his tenure any such interest, and if such interest is immediately disclosed to the Agency, the Agency with prior approval of the Department, may waive the prohibition contained in this subsection: Provided, that any such present member, officer or employee shall not participate in any action by the Agency relating to such contract, subcontract, or arrangement. The Agency shall insert in all contracts entered into in connection with the project or any property included or planned to be.included in any.project, and shall require its contractors to insert in each of their subcontracts, the following provision: "No member, officer, or employee of the Agency during his tenure or for two years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." The provisions of this subsection shall not be applicable to any agreement between the Agency and its fiscal depositories, or to any agreement for utility services the rates for which are fixed or controlled by a Governmental agency. 13.60 Interest of Members of, or Delegates to, Congress: No member or delegate to the Congress of the United States shall be admitted to any share or part of the Agreement or any benefit arising therefrom. 13.70 The Agency agrees to report any grievances filed under this section to the Department within 30 days of receipt of the Agreement. 14.00 Miscellaneous Provisions: 14.10 Environmental Pollution: Execution of this Joint Participation Agreement constitutes a certification by the Agency that the project will be carried out in conformance with all applicable environmental regulations including the securing of any applicable permits. The Agency will be solely responsible for any liability in the event of non-compliance with applicable environmental regulations, including the securing of any applicable permits, and will reimburse the Department for any loss incurred in connection therewith. 14.20 Department Not Obligated to Third Parties: The Department shall not be obligated or liable hereunder to any party other than the Agency. 14.30 When Rights and Remedies Not Waived: In no event shall the making by the Department of any payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist, on the part of the Agency, and the making of such payment by the Department while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. 14.40 How Agreement Is Affected by Provisions Being Held Invalid: If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance the remainder would then continue to conform to the terms and requirements of applicable law. 14.50 Bonus or Commission: By execution of the Agreement the Agency represents that it has not paid and, also, agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. 14.60 State or Territorial Law: Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision thereof, perform any other act or do any other thing in contravention of any applicable State law: Provided, that if any of the provisions of the Agreement violate any applicable State law, the Agency will at once notify the Department in writing in order that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the project. 725-030-06 PUBLIC TRANSPORTATION 01106 Pape 8 of 11 14.70 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. 14.71 Property Records: The Agency agrees to maintain property records, conduct physical inventories and develop control systems as required by 49 CFR Part 18, when applicable. 14.80 Disposal of Project Facilities or Equipment: If the Agency disposes of any project facility or equipment during its useful life for any purpose except its replacement with like facility or equipment for public transportation use, the Agency will comply with the terms of 49 CFR Part 18 relating to property management standards.The Agency agrees to remit to the Department a proportional amount of the proceeds from the disposal of the facility or equipment. Said proportional amount shall be determined on the basis of the ratio of the Department financing of the facility or equipment as provided in this Agreement. 14.90 Contractual Indemnity: To the extent provided by law, the Agency shall indemnify, defend, and hold harmless the Department and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Agency, its agents, or employees, during the performance of the Agreement, except that neither the Agency, its agents, or its employees will be liable under this paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, 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. 15.00 Plans and Specifications: In the event that this Agreement involves the purchasing of capital equipment or the constructing and equipping of facilities,.the.-Agency shall submit to the Department for approval all appropriate plans and specifications covering the project. The Department will review all plans and specifications and will issue to the Agency written approval with any approved portions of the project and comments or recommendations concerning any remainder of the project deemed appropriate. After resolution of these comments and recommendations to the Department's satisfaction, the Department will issue to the Agency written approval with said remainder of the project. Failure to obtain this written approval shall be sufficient cause for nonpayment by the Department as provided in paragraph 8.23. 16.00 Project Completion, Agency Certification: The Agency will certify in writing on or attached to the final invoice, that the project was completed in accordance with applicable plans and specifications, is in place on the Agency facility, that adequate title is in the Agency and that the project is accepted by the Agency as suitable for the intended purpose. 17.00 Appropriation of Funds: 17.10 The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. 725-030-06 PUBLIC TRANSPORTATION 01/06 Pape 9 of 11 17.20 Multi-Year Commitment: In the event this Agreement is in excess of$25,000 and has a term for a period of more than one year, the provisions of Chapter 339.135(6)(a), F.S., are hereby incorporated: "(a)The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms involves the expenditure of money in excess of the amounts budgeted as available for expenditure.during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no moey may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of 25,000 dollars and which have a term for a period of more than 1 year." 18.00 Expiration of Agreement: The Agency agrees to complete the.project on or before 6/30/2009 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 Director of Transportation Development . Expiration of this Agreement will be considered termination of the project and the procedure established in Section 9.00 of this Agreement shall be initiated. 18.10 Final Invoice: The Agency must submit the final invoice on this project to the Department within 120 days after the expiration of this Agreement. Invoices submitted after the 120 day time period will not be paid. 19.00 Agreement Format:.All words.used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. 20.00 Execution of Agreement: This Agreement may be simultaneously executed in a minimum of two counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one in the same instrument. 21.00 Restrictions on Lobbying: 21.10 Federal: The Agency agrees that no federal appropriated funds have been paid or will be paid by or on behalf of the Agency, to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. If any funds other than federal appropriated funds have been paid by the Agency to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Joint Participation Agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Agency shall require that the language of this section be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. 21.20 State: No funds received pursuant to this contract may be expended for lobbying the Legislature or a state agency. 725030-06 PUBLIC TRANSPORTATION 01/06 Pape 10 of 11 22.00 Vendors Rights: Vendors (in this document identified as Agency) providing goods and services to the Department should be aware of the following time frames. Upon receipt, the Department has five (5)working days to inspect and approve the goods and services unless the bid specifications, purchase order or contract specifies otherwise. The Department has 20 days to deliver a request for payment(voucher)to the Department of Financial Services. The 20 days are measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved. If a payment is not available within 40 days after receipt of the invoice and receipt, inspection and approval of goods and services, a separate 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)410-9724 or by calling the Department of Financial Services Hotline, 1-800-848-3792. 23.00 Public Entity Crime: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not-be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in.s.287.017, F.S. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 24.00 Discrimination: An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity. 725-030-06 PUBLIC TRANSPORTATION 01/06 Pape 11 of 11 Financial Project No. 42048418401 Contract No. Agreement Date IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY FDOT Indian River County Board of County Commissioners See attached Encumbrance Form for date of Funding AGENCY NAME Approval by Comptroller Arthur R. Neuberger SIGNATORY(PR TED OR TYPED) LEGAL REVIEW DEPARTMENT OF TRANSPORTATION S ATIURE DEPARTMENT OF TRANSPORTATION Chairman District Director of Transportation Development TITLE TITLE BCC Approved: May 23, 2006 FM No. 42048418401 Contract No. 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 Indian River County BOCC dated PROJECT LOCATION: Indian River County, PROJECT DESCRIPTION: The purpose of this Agreement is to provide service development funding assistance to the Indian River County Evening bus service, which consists of. improving system operations providing Evening services on selected routes. SPECIAL CONSIDERATION BY AGENCY: The audit report(s) required in 7.60 of the Agreement shall include.a schedule of project assistance that will reflect the Department's contract number, FM 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 CONSIDERATION BY DEPARTMENT: 1. Invoice summary and backup information must be submitted with 10 calendar days of receipt of and installation of enhancement. Contact the District Office for guidance. 2. Quarterly Progress Reports due within 30 days of the end of the quarter. 3. Audit reports as described in Section 7.60 of this JPA. FM No. 42049118401 Contract No. EXHIBIT "B" PROJECT DESCRIPTION AND RESPONSIBILITIES This exhibit forms anintegral part of that certain Joint Participation Agreement between the State of Florida, Department of Transportation and Indian River County BOCC dated I. PROJECT COST: $185,000.00 System operations improvements for evening Shuttle service on selected routes. II. TOTAL PROJECT COST $185, 000.00 III. PARTICIPATION: Agency Participation In-Kind Cash $92,500.00 Other Maximum Department Participation, Primary (DS) (DDR) (DIM) (PORT) (CIGP) (50%) or$92,500.00 Federal Reimbursable (DU) (CM) (DFTA) ( %) or$ Local Reimbursable (DL) ( %) or$ IV. TOTAL PROJECT COST $185, 000.00 FM No. 42048418401 Contract No. 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 Indian River County BOCC dated Reference Section 341 Florida Statues. Mark the required Safety submittal or provision for this agreement if applicable. Safety Requirements XX 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, and 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 Guide way ystem—(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 14-55. _Fixed Guide way System - (new) In accordance with Florida Statue 341-.061,the Agency shall submit a certification attesting to the adoption of a System Safety Program Plan pursuant to Rule Chapter 14-55. Prior to beginning passenger service operations, the Agency shall submit a certification to the Department that the system is safe for passenger service. Fin. Proj.No. 42048418401 Contract No.: Agreement Date: EXHIBIT D PROJECT AUDIT REQUIREMENTS The administration of resources awarded by the Department to Indian River BOCC may be subject to audits and/or monitoring by the Department, as described in this section. MONITORING In addition to reviews of audits conducted in accordance with OMB Circular A-133 and Section 215.97, F.S., as revised (see "AUDITS" below), monitoring procedures may include, but not be limited to, on-site visits by Department staff, limited scope audits as defined by OMB Circular A-133, as revised, and/or,other procedures. By entering into this agreement, the recipient agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. In the event the Department determines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by the Department staff to Indian River BOCC regarding such audit. Indian River BOCC further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the FDOT's Office of Inspector General (OIG) and Florida's Chief Financial Officer(CFO) or Auditor General. AUDITS PART I: FEDERALLY FUNDED Recipients of federal funds (i.e. state, local government, or non-profit organizations as defined in OMB Circular A-133, as revised) are to have audits done annually using the following criteria: 1. In the event that the recipient expends $500,000 or more in Federal awards in its fiscal year, the recipient must have a single or program-specific audit conducted in accordance with the provisions of OMB Circular A-133, as revised. EXHIBIT 1 to this agreement indicates Federal resources awarded through the Department by this agreement. In determining the Federal awards expended in its fiscal year, the recipient shall consider all sources of Federal awards, including Federal resources received from the Department. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A-133, as revised. An audit of the recipient conducted by.the Auditor General in accordance with the provisions OMB Circular A-133, as revised, will meet the requirements of this part. 2. In"connection with the audit requirements addressed in Part I, paragraph 1., the recipient shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A-133,as revised. 3. If the recipient expends less than $500,000 in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of OMB Circular A-133,as revised,is not required. However, if the recipient elects to have an audit conducted in accordance with the provisions of OMB Circular A-133, as revised, the cost of the audit must be paid from non-Federal resources (i.e., the cost of such an audit must be paid from recipient resources obtained from other than Federal entities). 4. Federal awards are to be identified using the Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, and name of the awarding federal agency. Joint Participation Agreement(JPA)Exhibit D Fin. Proj.No 42048418401 Contract No.: Agreement Date:_ PART II: STATE FUNDED Recipients of state funds (i.e. a nonstate entity as defined by Section 215.97(2)(1), Florida Statutes) are to have audits done annually using the following criteria: 1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of$500,000 in any fiscal year, the recipient must have a State single or project-specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services and the CFO; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. EXHIBIT 1 to this agreement indicates state financial assistance awarded through the Department by this agreement. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial,assistance, including state financial assistance received from the Department, other state agencies, and other nonstate entities. State- financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements. 2. In connection with the audit requirements addressed in Part 11,paragraph 1, the recipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes:' This includes submission of a financial reporting package as defined by.Section 215.97(2)(d), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650(nonprofit and for-profit organizations),Rules of the Auditor General. 3. If the recipient expends less than $500,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. However, if the recipient elects to have an audit conducted in accordance with the provisions of Section 215.97,Florida Statutes,the cost of the audit must be paid from the nonstate entity's resources (i.e., the cost of such an audit must be paid from the recipient's resources obtained from other than State entities). 4. State awards are to be identified using the Catalog of State Financial Assistance (CSFA) title and number, award number.and year, and name of the state agency awarding it. PART III: OTHER AUDIT REQUIREMENTS The recipient shall follow up and take corrective action on audit findings. .Preparation of a summary schedule of- prior year audit findings, including corrective action and current status of the-audit findings is required. Current year audit findings require corrective action and status of findings. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is completed or the dispute is resolved. Access to project records and audit work papers shall be given to the FDOT, the Department of Financial Services,.and the Auditor General. This section does not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of state financial assistance or limit the authority of any other state official. Joint Participation Agreement(JPA)Exhibit D PAUP ') of C Fin.Proj.No.: 42048418401 Contract No.: Agreement Date: PART IV: REPORT SUBMISSION 1. Copies of reporting packages for audits conducted in accordance with OMB Circular A-133, as revised, and required by PART I of this agreement shall be submitted, when required by Section .320 (d), OMB Circular A- 133,as revised,by or on behalf of the recipient directly to each of the following: A. The Department at each of the following addresses: Florida Department of Transportation Office of Modal Development 3400 West Commercial Boulevard Fort Lauderdale,Florida 33309-3421 B. The Federal Audit Clearinghouse designated in OMB Circular A-133, as revised (the number of copies required by Sections .320(d)(1) and(2), OMB Circular A-133, as revised, should'be submitted to the Federal Audit Clearinghouse), at the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East 10b Street Jeffersonville,IN 47132 C. Other Federal agencies and pass-through entities in accordance with Sections .320 (e) and (f), OMB Circular A-133, as revised. 2. In the event that a copy of the reporting package for an audit required by PART I of this agreement and conducted in accordance with OMB,Circular A-133; as revised,is not required to be submitted to the Department for reasons pursuant to section .320 (e)(2), OMB Circular A-133, as revised, the recipient shall submit the required written notification pursuant to Section .320 (e)(2) and a copy of the recipient's audited schedule of expenditures of Federal awards directly to each of the following: Florida Department of Transportation Office of Modal Development 3400 West Commercial Boulevard Fort Lauderdale,Florida 33309-3421 In addition, pursuant to Section .320 (f), OMB Circular A-133, as revised, the recipient shall submit a copy of the reporting package described in Section .320 (c), OMB Circular A-133, as revised, and any management letters issued by the auditor,to the Department at each of the following addresses: Florida Department of Transportation Office of Modal Development 3400 West Commercial Boulevard Fort Lauderdale,Florida 33309-3421 Joint Participation Agreement(JPA)Exhibit D Page 3 of 5 • 1r f Fin. Proj. No.: 42048418401 Contract No.: Agreement Date:_ 3. Copies of financial reporting packages required by PART II of this agreement shall be submitted by or on behalf of the recipient directly to each of the following: A. The Department at each of the following addresses: Florida Department of Transportation Office of Modal Development 3400 West Commercial Boulevard Fort Lauderdale,Florida 33309-3421 B. The Auditor General's Office at the following address: Auditor General's Office Room 401,Pepper Building 111 West Madison Street Tallahassee,Florida 32399-1450 4. Copies of reports or the management letter required by PART III of this agreement shall be submitted by or on behalf of the recipient directly to: A. The Department at each of the following addresses: Florida Department of Transportation Office of Modal Development 3400 West Commercial Boulevard Fort Lauderdale,Florida 33309-3421 5. Any reports, management letter, or other information required to be submitted to the Department pursuant to this agreement shall be submitted timely in accordance with OMB Circular A-133, Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General,as applicable. 6. Recipients, when submitting financial reporting packages to the Department for audits done in accordance with OMB Circular A-133 or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the recipient in correspondence accompanying the'reporting package. PART V: RECORD.RETENTION 1. The recipient shall retain sufficient records demonstrating its compliance with the terms of this agreement for a period of at least five years from the date the audit report is issued, and shall allow the Department, or its designee, CFO,or Auditor General access to such records upon request. The recipient shall ensure that audit working papers are made available to the Department,or its designee,CFO,or Auditor General upon request for a period of at least five years from the date the audit report is issued,unless extended in writing by the Department. Joint Participation Agreement(JPA)Exhibit D Paee 4 of 5 t"" ` Fin. Proj. No.:42048418401 Contract No.: Agreement Date: EXHIBIT—1 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.,What services or purposes the resources must be used for) • (e.g.,Eligibility requirements for recipients of the resources) • (Etc...) NOTE: 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 Federal Agency Catalog,of Federal Domestic Assistance(Number&Title) Amount Objectives 1. 2. 3. STATE RESOURCES State Agency Catalog of State Financial Assistance(Number&Title), Amount Florida Department of Transportation 55.012 Public Transit Service Development $92;500.00 Objectives 1. The Public Transit Service Development Program was enacted to provide initial funding for special projects. The program is selectively applied to determine whether a new or innovative technique or measure can be used to improve or expand transit service. FDOT procedure#725-030-005 -e 2. 3. 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 Exhibit 1 be provided to the recipient. Joint Participation Agreement(JPA)Exhibit D Page 5 of 5 Exhibit -1 State Resources State Agency Catalog of State Financial Assistance(Number&Title Amount Florida Department of Transportation 55012 Public Transit Service Development $920.00 Compliance Requirements 1. Improving system operations, including, but limited to realigning route structures, increasing system average speed, decreasing deadhead mileage, expanding area coverage, and improving schedule adherence, for a period up to three years; 2. Improving system maintenance procedures, including, but not limited to, effective preventative maintenance programs, improve mechanics training programs, decreasing service repair calls, decreasing parts inventory requirement, and decreasing equipment downtime, for a period up to 3 years; 3. Improving marketing and.consumer information programs, including,but not limited to automated information services, organized advertising and promotion program signing of designated stops, for a period of two years; and 4. Improving technology involved in overall operations, including but not limited to transit equipments, fare collections techniques, electronic data processing applications, and bus locator, for a period up to two years. Section 341.051 (5) (b)3(f), Florida Statures.