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R-06-12
RESOLUTION NO. R-06-12 A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE A PUBLIC TRANSPORTATION JOINT PARTICIPATION AGREEMENT WITH FDOT TO PROVIDE FUNDING FOR DESIGN AND ENGINEERING SERVICES FOR TAXIWAY C; PROVIDING FOR CONFLICT; PROVIDING FOR EFFECTIVE DATE. WHEREAS, the Florida Department of Transportation has agreed to provide funding for design and engineering services for Taxiway C; and WHEREAS, the City of Sebastian agrees to certain conditions to such funding; NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF SEBASTIAN, as follows: Section 1. AUTHORIZATION. The City Manager is hereby authorized to execute the attached PUBLIC TRANSPORTATION JOINT PARTICIPATION AGREEMENT Project No. 421334-1-94-01, entitled "Design and Engineering Services for Taxiway C" on behalf of the City. Section 2. CONFLICTS. All resolutions or parts of resolutions in conflict herewith are hereby repealed. Section 3. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. The foregoing Resolution was moved for adoption by Councilmember Burkeen . The motion was seconded by Councilmember Coy and, upon being put into a vote, the vote was as follows: Mayor Nate McCollum aye Vice-Mayor Brian Burkeen aye Councilmember Andrea Coy aye Councilmember Salvatore Neglia aye Councilmember AI Paternoster aye The Mayor thereupon declared this Resolution duly passed and adopted this 14 tlday of June ,2006. CITY OF SEBASTIAN, FLORIDA BY~# Mayor Nate McCollum ATTEST: Approved as to form and Le lity for the City of Sebastian Fin. Proj. No.: 421334-1-94-O1 Contract No.: AOG97 JOINT PARTICIPATION AGREEMENT TERMINATION This Agreement made and entered into this _ day of (' , 20_ by and between the State of Florida Department of Transportation, an agency of the State of Florida, hereinafter called the Department and City of Sebastian hereinafter called the Agency. WITNESSETH WHEREAS, the parties have determined that the performance of the Joint Participation Agreement entered into between the parties on June 22, 2006 is not in their best interests. NOW, THEREFORE, in consideration of the premises it is agreed that the above described agreement is terminated and each party relieves the other of any obligations. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed. AGENCY f Sebastian BY: TITLE: Al inner, City Manager FDOT AS TO FORM, LEGALITY '" ATTORNEY DEPARTMENT OF TRANS RTATION (" ~'f " 1 ATTEST: s, ;:~., ~{ ~ 1` TITLE: Sally Maio, City Clerk (SEAL) r ~ Rich Stringer APPROVED O FORM, LEGALITY CT SECRETARY OR DIRECTOR OF PLANNING & PRODUCTION ATTEST: ~Y,cre. %kt `~„ ''-L `~~~ ti za .~`~, ~ TITLE: 1~y»~ v., . K~~S~ ~ ~ S ~.~, ~~ ~( O Florida Department o f Transportation JEB susx OFFICE OF MODAL DEVELOPMENT GOVERNOR 3400 West Commercial Boulevard Fort Lauderdale, FL 33309-3421 Phone: (954) 777-4490 Fax: (954) 677-7892 June 22, 2006 Mr. Jason Milewski Airport Manager Sebastian Municipal Airport 1225 Main Street. Sebastian, FL 32958 Dear Mr. Milewski: DENVER J. STUTLER, JR. SECRETARY Subject: Fin. Proj. No.: 421334-1-94-01 Description: Design & Engineering Services / Taxiway C Enclosed are two (2) fully executed Joint Participation Agreements (JPA) for the subject project. Please keep this office advised of the progress on this project as required by the JPA. In accordance with Paragraph 18.00, as amended, the expiration date of the agreement is May 31, 2008. At expiration, any unused funds will be unencumbered and the contract will be canceled. In addition, paragraph 18.10 requires final invoicing within 120 days after the contract expiration date. Should you have any questions regarding this Agreement, please call (954) 777-4499. Sincerely, IA~w,~ ~uMc1 Lauren A. Rand Multimodal Coordinator Office of Modal Development cc: Nancy Ziegler, District Modal Development Administrator Larry Merritt, Multimodal Programs Manager Rebecca R. Mainardi, Aviation & Rail Section Leader File www.dot.state.fl.us MD OFFICE OF YODAL DEVELO PYENT RECEIVED ~~Ja'~ ~~=', "1' ~J SE~A~TIAN MUNICIPAL AIRPORT STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PUBLIC TRANSPORTATION JOINT PARTtCIPA'I'ION AGREEMENT` 725.030A8 PUBLIC TRANSPORTATION a1~oe Paps 1 of 11 Financial Project No.: 421334-1-94-01 (ttem-segment-phase-sequence) Contract No.: ~~ -__ Fund: DS Function: 537 Federal No.: DUNS No.: FLAIR Approp.: 088719 FLAIR Obj.: 750004 Org. Code: 55042010428 VendorNo.: VF595000427008 Catalog of Federal Domestic Assistance Number: Catalog of State Financial Assistance Number: 55004 ~~;,, , ':=;. 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 ref®rred to as the Department, and City of Sebastian hereinafter referred to as Agency. The Department and Agency agree that ail terms of this Agreement wilt be completed on or before jay 31.2008 and this Agreement viii expire unless a time extension is provided in accordance with Section 18.00. WtTNESSETH: 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 332.008(6) Florida Statutes, to enter into this Agreement. NOW, THEREFORE, inconsideration of the mutual covenants, promises and representations herein, the parties agree as follows: 1.00 Purpose of Agreement: The purpose of this Agreement is Design & Engineering Services for taxiway C 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 probe , an o pro a epa mental financial assistance to the Agency and state tfie 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. ns-osaoe PUBLIC TftANBPORTATION 01/08 Pape 2 of 11 2.00 Accomplishment of the Project 2.10 deneral Requirements: The Agency shall commence, and complete the project as described to Exhibit "A" attached hereto and by this reference made a part hereof this Agreement, with ail practical dispatch, in a sound, economical, and efRcient manner, and in accordance with the provisions herein, and all applicable laws. 2.20 Pursuant td Federal, State, and Local taw: 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 cant' 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 FWnds of the Agency: The Agency shall initiate and prosecute to cornpletfon all proceedings necessary including federal aid requirements to enable the Agency to provkie the necessary #unds for completion of the project, 2.40 Submission of Proceedings, Contracts and Other ©ocuments: The Agency shall submit to the Department such data, reports, records, contrasts 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 $ 157,894 .This amount is based upon the estimate summarized in Exhibit "B" attached hereto and by #his reference made a part hereof this Agreement. The Agency agrees to bear ap 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 $ x,947 not to exceed 2.5 % of the total project cast 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. tt 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 yearthat the project is scheduled to be committed; (b) Availability of funds as stated in Section 17.00 of this Agreement; (c) Approval of ail plans, specifications, contracts or other obilgating documents and alt other terms of this Agreement; (d) Department approval of the project scope and budget (Exhibits A & B) at the time appropriation authority becomes avafiable. 4.20 Front End Funding : f=ront end funding O is Qi is not applicable. if applicable, the Department may initially pay 1009'0 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 Q is 4 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. ns-oleos PUBLIC TRANSPORTATION 01!08 Pape 3 of 11 6.00 Project Budget and Payment Provisions: 6.10 The Project Budget: A project budget shah be prepared by the Agency and approved by the Department. The Agency shad 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 if complies with fund participation requirements established in Section 4.00 of this Agreement and is approved by the Department Comptroller. B.20 Payment Provisiartg: 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 "PrtnGples 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, ail 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 depositaries of project funds to secure continuously and fatly aN 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. 7.80 Costs incurred for the Project: The Agency shall charge to the project account ail eligible costs of the project. Costs (n 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 casts. 7.40 Documentation of Project Costs: Ali costs charged to the project, including any approved services contributed by the Agency or others, shelf be supported by properly executed payrolls, time records, invoices, contrails, ar 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 wlil be chargeable against the project account will be drawn only in accordance with a propery signed voucher then on file in the office of the Agency stating in proper detail the purpose for which such check or orcler is drawn. All checks, payrolls, invoices, contrails, 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 aU other such documents. 7.60 Audit Reports: The Agency shall comply with all audit and audit reporting requirements as specified in f~ibit "D" attached hereto and by this reference made a part hereof this Agreement. ~zs.oso-oa PUBLIC TRANSPORTATION 01108 Pepe 4 of 11 8.00 Requisitions and Payments: 8.10 Action by the Agency: In order to obtain any Department funds, the Agency shalt fife with the Department of Transportation, tQistrict Four Public Transportation Office 3400 W. Commercial Bhrd. Fort Lauderdale _ , FL, 33308 its requisition on a form or farms 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 far services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. 8.1 Z Invoices for any travel expenses shall be submitted in accordance with Chapter 112.061, F.S. The Department may establish rates tower than the maximum provided in Chapter 112.OQ1, 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 shah have made misrepresentation of a material nature in its application, or any supplement thereto or amendment thereof, or in or wRh respect to any document or data famished therewith or pursuant hereto; 8.Z2 Litigation: ?here is then pending litigation with respect to the performance by the Agency of any of its duties ar obligations which may jeopardize or adversely affect the project, the Agreement, ar 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 ar 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 (tt 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 wilt reimburse the Department for all disallowed costs. 8.30 Disallowed Costs: in determining the amount of the payment, the Department wilt 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. 725-03p.09 PUBLIC TRAN5PdRTAT10N 01!05 Pape 5 of 11 8.40 Payment CNfset: ff, after project completion, any claim is made by the Department resulting from an audit or for work or services perforated 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 shat! not be considered a breach of contract by the Department. 9.00 Termination or Suspension of Project: 9.10 Termination ar Suspension (3eneraNy:lf the Agency abandons or, before completion, finally discontinues the project; or if, by reason of any of the everts 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 Agreemen# until such time as the event or condition resulting in such suspension has ceased or been corrected, or the Department may terminate any or aU of its obligations under this Agreement. 9.11 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any fine! termination or suspension notice under this paragraph, the Agency shall proceed promptly to carry out the actions required therein which may include any or a1I ofthe 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) fumish a statement of the project activities and contracts, and other undertakings the cost of which are otherwise includable as project oosts; 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 canted 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 fumish the schedule, plan, and budget within a reasonable time. The approval of a remittance by the Agency or the dosing 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. 8.12 The Department reserves the right to unilaterally cancel this Agreement for refusal by the contractor or Agency to allow public access to ail documerrts, 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 ,4gency 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 shelf 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 contract or 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. 723.03D.p8 PUBLIC ?RAN9POf27AT10N 01/06 Papa 8 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 protect involves a consultant contract for engineering, architeilure 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 Cansui#ant Selection Process for all contracts. to alt 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, sha0 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 28, as amended, have the maxit'num apportunfty to participate in the performance of contrails and this Agreement. In this regard, all recipients, and contractors shall take ail 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 contrailors 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 grtevances 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 temninatlon; 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 contrailuai 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 instaifation, 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 wil! comply with all the requirements imposed by Tkle 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 VIN -Civil Rights Act of 1968: Execution of this Joint Participaton Agreement constitutes a certification that the Agency wilt comply with all the requirements imposed by Title Vlll of the Civil Rights Act of 1968, 42 USC 3801,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 (ADAM: Execution of this Joint Participation Agreemenrt constitutes a certification that the Agency will comply with ail 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. Tzs-aso.oe PUBLtC TRANSPQRFgTIQN 01/08 Pape 7 of 11 13.60 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 protect 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 farmer 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 Departmerrt, may waive the prohibition contained in this subsection: Provided, that any such present member, officer or employee shah not participate in any action by the Agency relating to such contract, subcontract, or arrangement. the Agency shall insert in ail 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 empioyee 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 #his 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 Govemmentat agency. 13.60 interest of Members of, or Deiegates to, Congress: No member or delegate to the Congress of the United States shah be admirted #o any share or part of the Agreement or any benefrt arising therefrom. 13.70 7'he 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 the 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 pemnits. The Agency will be solely responsible for any liability in the event ofnon-compliance with applicable environmental regulations, including the securing of any applicable pemtits, and will reimburse the Department for any loss incurred in connection therewith. 14.20 Department Not ObNgated 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 Flow 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. 14.60 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, perforrrr 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. 72a03p.pg PUBLIC 7RANSPOR7ATION 01/06 Page 8 of 11 14,70 Uss and Maintenance of Pro,~ct Facilities and Equipment: The Agency agrees that the project faciltties and equipment will be used by the Agency to provide or support public transportation far the period of the useful fife 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 Ilfe 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 far 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 remi# 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. 14.80 Contractual indemnity: To the extent provided by law, the Agency shall indemnify, defend, and hold harmless the Department and all of tts 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 pertormance of the Agreement, except that neither the Agency, its agents, or its employees will be Uable under this paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, ar 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 wiN 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 8pscifications: to the event that this Agreement involves the purchasing of capital equipment or the constructing and equipping of facilties, the Agency shall submit to the Department far approval all appropriate plans and specifications covering the project. The Department will review alt plans and specifications and will issue to the Agency written approval w(th any approved portions of the project and comments ar 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 approve{ with said remainder of the project. Failure to obtain this written approval shall be sufficient cause far 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. rzso~o.oe PUBLIC TRANSPORTATION 01108 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(8)(a), F.S., are hereby incorporated: "(a} The Department, during any fiscal year, shall not expand money, incur any IiabiNty, or enter into any contract which, by its terms involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contrails for periods exceeding 1 year, but any contract so made shah 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: Titre Agency agrees to complete the project on or before Mav 31.2008 . If the Agency does not complete the project within this lime period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in wriflng by the 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 shah be iniflated. 18.10 Final Invoice: The Agency must submit the final invoice on this project to the Departmerrt within 120 days after the expiration of this Agreement. Invoices submitted after the 120 day time period will not be paid. 18.00 Agreement Format: AI! wards used herein in the singular form shall extend to and include the plural. Ali words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include al! 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 shah constitute one in the same instrument. 21.00 RestHctions on Lobbying: 21.10 Federal: The Agency agrees that no federal appropriated funds have been paid orwill 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 conneotion 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 cooperetive 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 shah 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 ail 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 far lobbying the Legislature or a state agency. 7zs.o3o-oe PUBLIC TRANSPORTATION 01/08 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 spectficatlons, purchase order or contract specifies otherwise. The Department has ZO days to deliver a request for payment (voucher) to the Department of Financial Services. The 20 days are measured from the tatter 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 wilt 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 property 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 ailing as an advocate for Agencies who may be expertencing problems in obtaining timery payment(s) from the Department. The Vendor Ombudsman may be contacted at (850) 4109724 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 fist 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 teases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consukant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided ins. 287.017, F.S. for CATEGORY TWO for a period of 38 months from the date of being placed on the convicted vendor list. 34.00 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 ar 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. ~zs-oso.os PUBLIC TRANSPOR'T'ATION 01108 Pape 11 of 11 Financial Project No. 421334-1-94-01 Contract No. ADba~ ~~~? ~ - , Agreement Date IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year first above written. AGENCY City of Sebastian AGENCY NAME AL Minner FDOT See attached Encumbrance omt for date of Funding Appro 1 by Comptrol/l~e~ / F // 6 DEPARTMENT OF Tf~AfJ~ORTATION .. ~~ - DEPARTMENT OF TRAN5PORTA ON Director of Transuortation Development TITLE ATTEST;._-_s i 1 - ~-~~ Sally A. Ma' , MMC - City Clerk Approved as to form and legality for reliance by the City of Sebastian only: Rich Stringer, City ttorney TITLE Fin. Proj. No.: 421334-1-94-01_ Contract No.: ~6~~ Agreement Date: „~ifA EXHIBIT "A" PROJECT ©ESCRIPTION AND RESPONSIBILfTIES This exhibit forms an integral part of that certain Joint Participation Agreement between the State of Florida, Department of Transportation and „ Cit~of Sebastian PROJECT LOCATION: Sebastian Municipal Airport PROJECT DESCRIPTION: Design 8~ Engineering Services for Taxiway C SPECIAL CONSIDERATIONS BY AGENCY: The audit report(s) required in paragraph 7.60 of the Agreement shall include a schedule of project assistance that will reflect the Department's contract number, Financial Project Number and the Federal Identification number, where applicable and the amount of state funding action (receipt and disbursement of funds) and any federal or Local #unding action and the funding action from any other source with respect to the project. The plans and specifications review required in paragraph 15.00 of the Agreement steal[ include an Engineer Certification and compliance with Department requirements as outlined in Exhibit "C". SPECIAL CONSIDERATIONS BY DEPARTMENT: N/A The District project manager has 10 working days to review invoices after receipt of invoice package and corresponding progress report before submitting to District Financial Services Office for payment. Fin. Proj. No.: 421334-1-$4.01.. Contract No. A~(~a1 Agreement Dat®: i~ i ~ `~ ,~;_; , EXHIBIT "B" PROJECT BUDQET This exhibit forms an integral part of that certain Joint Participation Agreement between the State of Florida, Department of Transportation and City of Sebastian. i. TOTAL PROJECT COST: $157,894 If. PARTICIPATION: Federal Particpation: FAA, FTA, UMTA, etc. $5.00% $150,000 At,~ency Participation: In-lend Cash 2.50% $3,$47 Other Maximum Department Participation: Primary (DS) (DDR) (DIM) (PORT) 2.50% $3,$47 Federai Reimbursable (DU) (FRA) (DFTA) local Reimbursable (DL) 111. TOTAL PROJECT COST: $157,884 Fin. Proj. No;, 421334-1-94-01 Contract No.: AObg1 Agreement Date: - - ~, EXHIBIT C AVIATION PROGRAM ASSURANCES This exhibit forms an integral part of the Joint Participation Agreement between the State of Florida, Department of Transportation and City of Sebastian A. General 1. Duration: The terms, conditions, and assurances of the Agreement shall remain in full force and effect throughout the useful life of the facilities developed or equipment acquired for an airport development or noise compatit~lity program protect, or throughout the useful life of the project items installed within a facility under a noise compatibility program projeck, but in any event not to exceed twenty (2d) years from the date that the Agreement is executed. However, there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airpork. There shalt be no limit on the duration of the terms, conditions, and assurances with respect to real property acquired with state funds. 2. Obligation: The Agency shall honor these assurances for the duration of this Agreement. if the Agency takes any action that is not consistent with these assurances, the full amount of this Agreement will immediately became due and payable to the Florida Department of Transportation. B. General Assurances The Agency hereby assures that: 1. Good Title: It holds good title, satisfactory to the Department, to the landing area of the airport or site thereof, or will give assurance satisfactory to the Department that good title will be acquired. 2. Preserving Rights and Powers: a. it will not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any ar all of the terms, conditions, and assurances in the Agreement without the written approval of the Department, and will act promptly to acquire, extinguish or modify any outstanding rights or Gaims of right of others which would interfere with such performance by the Agency. This shall be done in a manner acceptable to the Department. b. if an arrangement is made for management and operation of the airport by any agency or person other than the Agency or an employee of the Agency, the Agency wfll reserve sufficient rights and authority to ensure that the airport wNi be operated and maintained according to applicable federal and state laws, regulations, and rules. 3. Hazard Removal ~ Mitigation: it will Gear and protect terminal airspace required for instrument and visual operations at the airport including established minimum flight altitudes} by removing, lowering, Joint Participation Agreement (JPA) Exhibit C Page 1 (11 /29/2i}05) relocating, marking, or lighting or otherwise mi#igating existing airport hazards and by preventing the establishment or creation of future airport hazards. 4. Compatible Land Use: It will take appropriate action to ensure local govemment adoption of airport zoning ordinances that comply with Chapter 333, F.S. The ordinances shall address height restrictions and other potential aviation hazards and limitations on incompatible land uses in the vicinity of the airport. The vicinity of the airport includes all areas that will be affected by normal aircraft operations and noise. The Agency assures that it wilt take appropriate action to oppose and/or disapprove any attempted change in local land use regulations that would adversely affect the continued level of airport operations by the creation or expansion of incompatible land use areas. The Agency assures that it will provide the Department with a copy of ail local airport zoning ordinances, codes, rules, regulations, and amendments, including proposed and granted variances thereto. 5. Consistency with Local Plans: It will take appropriate actions to have the current airport master plan adopted into the local govemment comprehensive plan at the earliest feasible opportunity. 6. Airport Layout Plan: a. It will keep a layout plan of the airport up to date showing: (1) Boundaries of the airport and ail proposed additions thereto, together with the boundaries of ail offsite areas owned or controlled by the Agency for airport purposes and proposed additions thereto; (2) Location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars, and roads), inGuding all proposed extensions and reductions of existing airport facilities; and (3) Location of all existing and proposed non-aviation areas and 4f all existing improvements thereon. b. Such airport layout plans and each amendment, revision, or modification thereof, shall be subject to the approval of the Department. The Agency will not make or permit any changes or alterations in the airport or any of its facilities that are not in conformity with the airport layout plan as approved by the Department and which might, in the opinion of the Department, adversely affect the safety, utility, or efficiency of the airport. 7. Fee and Rental Structure: k will maintain a fee and rental structure for the facilities and services at the airport which wilt make the airport as self-sus#aining as possible under the circumstances existing at the particular airport taking into account such factors as the volume of traf#ic and economy of collection. tf this Agreement results in a facility that will be leased or otherwise produces revenue, the Agency assures that the revenue will be at fair market value or higher. 8. Airport Revenue: That ail revenue generated by the airport will be expended for capital or operating costs of the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transportation of passengers or property, or for environmental or noise mitigation purposes on or off the airport. 9. Financial Ptan: n will develop and maintain acost-feasible financial plan to accomplish the projects necessary to achieve the proposed airport improvements depicted in the airport layout plan. the financial plan shall be a part of the airport master plan. The financial plan shall realistically assess project phasing considering availability of state funding and local funding and the likelihood of federal funding under the Federal Aviation Administration's priority system. Alt project cost estimates contained in the financial plan Joint Participation Agreement {JPA) Exhibit C Page 2 (11 /28/2005) shall be entered in the Joint Automated Capital Improvement Program (JACiP) Online Web site. The JACIP Online information shall be kept current as the financial plan is updated. 10, Operation ~ Maintenance: The airport and alt facilities which are necessary to serve the aeronautical users of the airport, shall be operated a# all times in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable federal and sta#e agencies for maintenance and operation. The Agency assures tha# it will not cause or permit any activity or action thereon which would intertere with its use for airport purposes. Any proposal to temporarily close the airport for non-aeronautical purposes must first be approved by the Department. The Agency will have arrangements for promptly notifying airmen of any condition affecting aeronautical use of the airport. No#hing contained herein shall be construed to require that the airport be operated for aeronautical use during temporary periods when flooding or other climatic conditions intertere with such operation and maintenance. Further, nothing herein shalt be construed as requiring the maintenance, repair, restoration, or replacement of any s#ruc#ure or facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the Agency. 11. Economic Nondiscrimination: It will make the airport available as an airport for public use on reasonable terms and without unjust discrimination to all types, kinds, and classes of aeronautical activities, including commercial aeronautical activfties offering services to the public at the airport. 1 Z. Exclusive Rights: !twill permit no exclusive right for the use of the airport by any person providing, or intending to provide, aeronautical services #o the public. 13. Federal Funding Eligibility: It will take appropriate actions to maintain federal funding eligibility for the airport. Further, it will avoid any action that renders the airport ineligible for federal funding. 14. Termination of Agreement: it will make expendi#ures or incur obligations pertaining to this Agreement within two years after the date of this Agreement or the Department of Transportation may tem~inate this Agreement. The Agency may. request aone-year extension of this two-year time per7od. The District Secretary shall have approval authority. 15. Retention of Rights and litteres#s: 1t will not sell, tease, encumber, or otherwise transferor dispose of any pact of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility program project, #hat portion of the property upon which state funds have been expended, for the duration of the terms, conditions, and assurances in the Agreement without approval by the Department. 16. Consultant, Contractor, Scope, and Cost Approval: It wilt grant the Department the right to disapprove the Agency`s employment of specific consultants, contractors, and subcontractors for all ar any part of #his project if the specific consultants, contractors, or subcontractors have a recorci of poor project performance with the Department. Further, the Agency assures that it will grant the Department the right to disapprove the proposed project scope and cost of professional services. 17. Airfield Access: The Agency wHl not grant or allow easement or access that opens onto or crosses the airport runways, taxiways, flight line, passenger faalities, or any area used for emergency equipment, fuel, supplies, passengers, mail and freight, radar, communications, utilities, and landing systems, including but not limited to flight operations, ground services, emergency services, tem~inal facilities, maintenance, repair, or storage. C. Planning Projects If this project involves planning or o#her aviation studies, the Agency assures that it will: 1. Project Scope: Execute the project in accordance with the approved project narrative or with approved modifications. Jo/nt Participation Agreement (JPA) Exhibit C Page 3 (11 /29/2005] 2. Reports: Furnish the Department with such periodic project and work activity reports as required. 3. Public Information: Make such material available for examination by the public. No material prepared under this Agreement shall be subject to copyrigh# in the United States or any other country. 4. Disclosure:. Grant the Department unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this Agreement. 6. Department Guidelines: Comply with Department airport master planning guidelines if the project involves airport master planning or developing an airport layout plan. This incudes: a. Providing copies, in electronic and editable format, of final project materials to the Department. This includes computer-aided drafting (CAD) flies of the airport layout plan. b. Developing acost-feasible financial plan, approved by the Department, to accomplish the projects described in the airport master plan or depicted in the airport layout plan. Thecost- feasible financial plan shall realistically assess project phasing considering availability of state and local funding and the likelihood of federal funding under the Federal Aviation Administration's priority system. c. Entering all projects contained in the cost-feasible plan out to twenty years in the Joint Automated Capital Improvement Program (JACIP) database. 6. No Implied Commitments: Understand and agree that Department approval of this project Agreement or any planning material developed as part of this Agreement does not constitute or imply any assurance or commitment on the part of the Department to approve any pending or future application for state aviation funding. D. Land Acquisition Projects If this project involves land purdtase, the Agency assures that it will: t. Applicable flaws: Acquire the land interest in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; the National Environmental Policy of 1969; FAA Omer 5100,37A; FAA Order 5050.4A.; chapters 73 and 74, F.S., when property is acquired through condemnation; and section 286.23, F.S. 2. Administration: Maintain direct con#rof of project administration, including: a. Maintaining responsibility for all con#ract le#ting and administrative procedures necessary for the acquisition of the land interests. b. Securing written permission from the Department to execute each agreement with any third party. c. Furnishing a projected schedule of events and a cash flow projection within twenty (20) calendar days after completion of the review appraisal d. Establishing a project account for purchase of land interests. e. Golleding and disbursing federal, state, and local project funds. Joint Participation Agreement (JPA} Exhibit C Page 4 (11 /29/2005} 3, Loans: Comply with the following requirements if the funding conveyed by this Agreemenrt is a loan for land purchase according to Chapter 332, F.S.; a. The Agency shall apply for a Federal Aviation Administration Airport Improvement Program grant for the land purchase within 60 days of executing this Agreement.. b. If federal funds are received for the land purchase, the Agency shall notify the Department by U.S. Malt within 14 calendar days of receiving the federal funds and is responsible for reimbursing the Department within 30 calendar days to achieve normal project federal, state, and local funding shares aS described in Chapter 332, F.S. a {f federal funds are not received for the land purchase, the Agency shall reimburse the Department to achieve normal project state and local funding shares as described In Chapter 332, F.S., within 30 calendar days after the loan matures. d. tf federal funds are not received for the land purchase and the state funding sitars of the land purchase is less than or equal to normal state and local funding shares as described in Chapter 332, F.S., when the loan matures, no reimbursement to the Department shall be required. 4. New Airports: a. Protect the airport and related airspace by ensuring local government adoption of an airport zoning orclinance or amending an existing airport zoning ordinance, consistent with the provisions of Chapter 333, F.S., prior to the completion of the project. b. Apply for federal and state funding to construct a paved runway, associated aircraft parking apron, and connecting taxiway within one year of the date of land purchase. c. Complete an airport master plan within two years of land purchase. d. Complete construction necessary for basic airport operatian within ten years of land purchase. 5. Use of Lar1d: The Agency shall use the land for aviation purposes in accordance with the terms of this Agreement within ten years after the acquisition date. 6. disposal of land: For land purchased under an Agreement for airport noise compatibility or airport development purposes, disposition of such land will be subject to the retention or reservation of any interest or right therein necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated with operation of the airport. E. Aviation Construction Projects if this project involves construction, the Agency assures that it will: i. Certifications: Provide certifications that: a. Consultant and contractor selection comply with aN applicable federal, state and local taws, rules, regulations, and policies. b. AA design plans and specifications comply with federal, state, and professional standards and applicable Federal Aviation Administration advisory circulars. c. The project complies with ail applicable building codes and other statutory requirements. d. Completed construction complies with the original project plans and specifications. Joint Participation Agneemerrt (JPA) Exhibit C Page 5 (11 /29/2005) 2. Construction Inspection ~ Approval; Provide and maintain competent technical supervision at the construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules approved by the Department for the project. The Agency assures that it will allow the Department to inspect the work. The Department may require cost and progress reporting by the Agency. 3. Pavement Preventative Maintenance: With respect to a project for the replacement ar reconstruction of pavement at the airport, impiemen# an effective airport pavement maintenance management program and the Agency assures that k will use such program for the useful life of any pavement constructed, reconstructed, or repaired with state financial assistance at the airport. F. Noise Mi#igation Projects If this project involves noise mitigation, the Agency assures that it will: 1. Local Government Agreements: For all noise compatibility projects that are carried out by another unit of local government or are on property owned by a unit of local govemmerrt other than the Agency, enter into an agreement with tha# government. The agreement shall obligate the unit of local gavernmen# to the same terms, conditions, and assurances that apply to the Agency. The agreement and changes thereto must be satisfactory to the Department. The Agency assures that it will take steps to enforce the agreement if there is substantial non-compliance with the terms of the agreement. 2. Private Agreements: For noise compatibility projects to be carried out on privately owned property, enter into an agreement with the owner of that property to exclude future actions against the airport. The Agency assures that it will take steps to enforce the agreement if there is substantial non-compliance with the terms of the agreement, Joint Participation Agreement (JPA) Exhibit C Page 6 (14 /29/2005} Fin. Proj. No.: 421334-1-94-01 Contract No.. R0~ ~ Agreement Date: ge9~d~ ~ ,=~ EXHIBIT D PR©JECT AUDIT REQUIREMENTS The administration of resources awarded by the Department to The City of Sebastian may be subject to audits andlor 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, taut 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 proceduresJprocesses deemed appropriate by the Department. fn the event the Department determines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by the Department staff to The pity of Sebastian regarding such audit. The City of Sebastian 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: In the event that the recipient expends $500,000 or mare 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 QMB Circular A-133, as revised, wiA meet the requirements of this part. 2. In connection with the audit requirements addressed in Part I, paragraph 1., the recipient shaA fulfill the requirements relative to auditee responsibilities as provided in Subpart G 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 vrith 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 Federa! Domestic Assistance (CFDA) title. and number, award number and year, and name of the awarding federal agency. Joint Participation Agreement (JPA) Exhibit D Page 1 of 5 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 foNowing 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 CFQ; 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 shad consider all sources of state financial assistance, including state financial assistance received from the Department, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass- through awards and resources received by a nonstate entity for Federal program matching requirements. 2. In connection with the audit requirements addressed in Part II, paragraph 1, the recipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(d), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. 3. If the recipient expends less than $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 reapient 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 evacuations of state financial assistance or limit the authority of any other state official. PART IV: REPORt SUBMISSION 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: Joim Participation Agreement (JPA) Exhibit D Pa.Qe 2 of 5 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 Gircular 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 10`h 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. Z. 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 expendi#ures of Federal awards d'ri ectly to each of the following: Florida Department of Transportation Office of Modal Development 3400 West Commercial Boulevard Fort Lauderdale, Florida 33389-3421 In addition, pursuant to Section .320 (f}, OMB Circular A-133, as revised, the recipient shalt submit a copy of the reporting package described in Section .320 (c}, OMB Circular A-133, as revised, and any management fetters issued by the auditor, to the Department at each of the foNowing addresses: Florida Department of Transportation Office of Modal Development 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 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: Flarida Department of Transportation Office of Modal Development 3400 West Commercial Boulevard Fort Lauderdale, Florida 33309-3421 B. The Auditor General's Office at the fallowing address: Joint Participation Agreement (JPA) Exhibit D Pace 3 of 5 Auditor General's Office Roam 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 shag be submitted by or on behalf of the recipient dir, ectly 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 applicabte. 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 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 shalt 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 Fa.¢e 4 of 5 EXHIBIT -1 STATE RESOlJ~CES State Asaency Department of Transports#ion ~biectives Catalog of Stats Financial Assistance (Number & Titlej 55004 -Aviation Development Grants Amount $3,947 1. To provide funding for airport planning, airport improvement, land acquisition, and airport economic development. NOTE: Section .400(d) of OMB Circular A-'133, as revised, and Section 2'15.97(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 Pace 5 of 5