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LOCAL AGENCY PROGRAM AGREEMENT °R0J°'T aes_•~^°"'orvr:«c
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Catalog of Federal Domestic Assistance (CFDA): 20.205 Highway Planning and Construction
THIS AGREEMENT, made and entered into this _r~. r~~ day o` __ ~~uVl l° ~~ ~~
by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida.
hereinafter called the Department, and Gi tv of Miami Beach
hereinafter called the Agency.
Vv'ITNESSETH: '•
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 junsdiction includmg
the implementation of an integrated and balanced transportation system and is authorized under Section 334.044, 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 for the Department's participation in
'pl linc Canal Sar~.cal i Rocrn.?W;rn and as further described in Exhibit "A" attached hereto and by this reference made a par
hereof, hereinafter called the project, and to provide departmental financial assistance to the Agency and state the terms
and conditions upon which such assistance wit; be provided and the understandings as to (he manner is which the projec!
will be undertaken and completed-
1.01 Modifications and Additions: Exhibit{s;i ~ are attached hereto and by this reference made a part hereof.
2.00 Accomplishment of the Project:
2.01 General Requirements: The Agency shall commence, and complete the project as described in EXHIBIT "A" with
all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions herein. and all
applicable taws. The project will be pertormed in accordance with all applicable Department procedures, guidelines,
manuals, standards, and directives as described in the Departments t.oca~ Agency Program Manual. which by this
reference is made a part hereof as H fully set forth herein.
A full time employee of the Agency, qualified to ensure that the work being pursued is complete, accurate, and consistent
with the terms. conditions, and specifications of this Agreemen: shall be in charge of each project.
2.02 Expiration of Agreement: The Agency agrees to compreie the projec, on or before N^• ~-- /a l3 (I //
if the Agency does not wmplete the project within this lime period, this Agreement wit! expue on the last day of scheduled
completion as provided in thrs paragraph unless an extension of the time period is requested by the Agency and granted in
writing by the Department prior to the expiratior. of the Agreement. Expiration of this Agreement will be considered
termination of the project. The cost of any work performed after the expiration date of the Agreement will not be
reimbursed by the Department.
2.03 Pursuant to Federal, State, and Local Law: In the event that any election, referentlum, approves, 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 o` the Agreement, the Agency
will mitiate and consummate, as provided by law, all actions necessary with respect to any such matters so requisite.
2.04 Funds of the Agency: The Agency shall initiate and prosecute to completion all proceedings necessary, inctuding
Federal-aid requirements, to enable the Agency to provide the necessary fund;: for completion of the project
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2.05 Submission of Proceedings, Contracts, and Other Documents: The Agency shall subm!t to the Department
such data, reports, records, contrails. and other documents relating to the pro)ecT as the Department and the Federal
Highway Administration may require.
3.00 Project Cost:
3.01 Total Cost: The estimated total cost of the project is $ $1 , 726,000.00 This amount is based upon
the schedule of funding ir. Exhibit "B" attached hereto and by this reference made a pan hereof. The Agency agrees to
bear all expenses in excess of the total cost of the oroject and any deficits involved. The scheoule of funding may be
modified by mutual agreement as provided for in paragraph 4.00 of this agreement.
3.02 Department Participation: The Department agrees to participate, includrng contingencies, in the project cost fo the
extent provided in Exhibit "B". This amount Includes Federal-aid funds which are limited to the actual amount of
Federal-aid participation
3.03 Limits on Department Funds: Project costs eligible fog Department particrpation will be allowed only from the date
of this Agreement. I! is understood Lhat Departmen; participation m eligible project costs rs subject to
a) Legislative approval of the Department's appropriation request rn the work program year that the project is
scheduled
b) Availability of funds as staled in paragraphs 3.04 and 3,05 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 at the 6me appropriation authority becomes available.
3.04 Appropristiac of Funds: The Department's pertormance and gb)igation to pay under this Agreement is contingent
upon, an annual appropriation by the Legislature. ff the Depertrnent's funding for this oroject is in multiple 5scal yeas,
funds approva! from the Department's Comptroller must be •eceived each fiscal year poor to costs being incurred. See
Exhibit B for funding levels by f!scal year. r'rolect costs uiiiizing these fiscal year funds are not eligible for reimbursement
it rncurretl prior t^ funds approval being received. The Department will notify the Agency, in writing, when funds are
available.
3.05 Multi-Year Commitment: In the event this Agreement rs in excess of $25,000 and has a term for a penod of more
loan one year, the provisions of Section 339.135(6)(a), Florida Statutes, are hereby incorporated:
"The department. dunng any fiscal year, shall no', 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, verbs! or wntter,, made in violation of this subsection is null
and void, and no money may be paid on such contract. The department shaC require a statement from the.
comptroller of the Department that funds are available prior to entering into any such contrail or other binding
commitrnen! of funds- Nothing herein contained shalt 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 alt contracts of
the Department which are for an amount in excess of $25,000 and which have a term for a penod of more
than 1 year.'
3.06 Notice to Proceed: No cost may be incurred under this contract until the Agency has received a Notice to Proceed
from the Department,
3.07 Limits on Federal Participation: Fetlera;-aid funds sha!I not participate it any cost which is no! incurred in
conformity with applicable federal and state law. the regulations in 23 C.F.R. and 49 C.F.R.; and policies and procedures
prescribed by the Division Administrator of the Federal Higtnvay Administration (FHWA). Federal fulls shall not be paid
on account of any cost incurred prior to authonzation by the FHWA to the Department to proceed with the project or part
thereof involving such cost. (23 CFR 1.9 (a)). If FHWA or the Depanment determines that any amount claimed is not
eligible, federal participation may be approved in th=amount determined to be adequately suppprted, the Department shall
notify the Agency in writing citing the reasons why items and amounts are not eligible for Federal particrpation. Where
correctable non-compliance with provisions of jaw or FHWA requirements exists. federal funds may be withheld until
compliance is obtained. Where non-compliance is not correctable. FHWA or the Department may deny participatior, in
parcel or project costs in part or in total.
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For any amounts determined to be ineligible for federal reimbursement for which the Department has advanced payment,
the Agency shall promptly reimburse the Department for all such amounts within 90 days o` written notice.
4.00 Project Estimate and Disbursement Schedule: Prior to the execution of this Agreement, a projec! schedule of
funding shall be prepared by the Agency and approved by the Department. The Agency shall maintain said schedule of
funding, carry out the protect and shall incur obligations against and make disbursements of project funds only in
conformRy with the latest approved schedule of lunding for the project. The schedule of funding may be revised by mulua~
written agreement between the Department and the Agency. If revised, a copy of the revision should be forwarded to the
Department's Comptrolle: and to the Department's Federal-Aid Prograrc Office. No increase or decrease shall be effective
unless it complies with fund participation requirements established in Exhibit "B" of this Agreement and is approved by the
Department's Comptroller.
5.00 Records:
5.01 Establishment and Maintenance of Accounting Records: Records of costs incurred tinder terms of this
Agreement shall be maintained and made available upon request to the Department at all times during the period of this
Agreement and for five;5) years after final payment is made. Copies of these documents and records shall be furnished
to the Department upon request Records of costs incurred includes the Agency's general accounting records and the
project records, together with supporting documents and records of the Agency and all subcontractors pertorming work
on the project and aft other records of the Agency and subcontractors considered necessary by the Department for a
proper audit of costs If any litigation, claim, or audi! is started before the expiration of the fivef5j year period the records
shall be retained until all litigation, claims, or audA findings involving the records have been resolved.
5.0T Costs Incurred for the Project: The Agency shall charge to the project account al! eligible costs of the project.
Costs in excess of the latest approved schedule cf funding or attributable to actions which have not received the required
approval of the Department shall not be considered eligible costs.
5.03 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, 6me records, invoices, contracts or vouchers
evidenciny in proper detail the nature and propriety of the charges.
5.04 Audit Reports: Recipients of Federal and State funds are to have audits done annually using the following criteria'
Federal awards are to be identified using [he Cataloy of Federal Domestic Assistance (CFDA) title and number, award
number and year, and name of the awarding feeeral agency- State awards wit! be identified usiny the Catalog of State
Financial Assistance (CSFAi title and number, awarC number and year, and name of the awarding State Agency.
In the even; that a recipient expends $300.000 or more in federal awards in its fiscal year, the recipient must have a singe
or program specific audit conducted in accordance with the United States Office of Management and Budget (OMB)
Circular A-'133.
If a recipient expends less than $300,000 in federal awards tlunng its fisca' year, an audit conducted in accordance with
the OMB Circular A-133 is not required. If a recipient expends less than $300,000 in federal awards during its fiscal year
and elects to have an audit conducted in accordance with OMB Circular A-133, the cost of the audit must be paid from
non-federal funds.
Reporting Packages and management letters generated horn audits conducted in accordance with OMB Circular
A-133 shalt be submitted to the awardiny FDOT office, by the recipient; within 30 days of receiving it The aforementioned
0ems are to be received by the appropriate FDOT office no later than 9 months after the end of the recipients fiscal year.
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The recipient shall follow up and take corrective action on audit findings. Preparation o`, a summary schedule of prior year
audit findings, including corrective action and Curren! status of the audit finding is required. Curren! year audit findings
require corrective action and status of frntling.
Records related to unresolved audit findings, appeals, or litigation shall be retained until file action is completed or the
dispute is resolved. Access to project records and audit work papers shall be given to the FDOT, the Comptroller, and
the Office of the Auditor General.
The recipient shall submit regwred audit documentation as follows:
A Reporting Package and Data Collection Form for each audit conducted In accordance with OMB Circular A-133 shat+
be sent to.
Federal Audit Clearinghouse
Bureau of the Census
.207 East 10th Street
Jefferson. IN 47132
5.05 Inspection: The Agency shall permit. and shall require its contractors to permit, the Departments authorized
represerrtativesond authorized agents of the Federal Highway Administration to inspect all work, workmanship. materials,
payrolls, records and to audi! the books, records and accounts pettaininc is the finanang and development of the project.
The Department reserves the ngn: to uniiateraify cance' !his Agreement for refusal by the Agency or any contractor. sub-
contractor or materials vendor to allow public access to all documents, papers, letters or other material sub)eCf to the
provisions o' Chapter 11 ~~ Florida Statutes, and made or received in conjunction wstn this Aq; eement,
,Section 281.058{1j{c). Florida Statutes)
5.06 Uniform Relocation Assistance and Real Property Statistical Report: For any project requirng additiona: right of
way, the Agency must submit to the Department an annual report of its real property acquisition and reloCaton assistance
activities on the project. Activities shall be reported on a federal fiscal year basis, from October 1 through September 30.
The report must be prepared using the format prescribed in 49 CFR 24, Appendix B and be. submitted to the Department
no later than October 15 each year.
6.00 Requisitions and Payments. Requests for reimbursement for fees or other compensation for services or expenses
incurred shat: be submitted in detail sufficient for a proper pre-audi) and post-audit thereof. (Section 287.058(1)(a), Florida
Statutes)
All recipients of funds from this agreement, including those contracted by the Agency, must submit bills for any Iravel
expenses, when authorized by the terms o! this agreement, in accordance with Section 1 ?2.061 Forida Statutes and
Chapter 3-Travel of the Department's Disbursement Operations Manual, Topic 350-030-400.
(Sector, 287.058(1){b). Florida Statutes)
If after project completion, any claim is made by the Department resulting from ar. audit or for work or services pertormed
pursuant to this Agreement. the Deparment may offset such amount from payments due for work pr services done under
any agreement which it has with the Agency owing such amount if, upon demand, payment of the amount is not made
within srMy (6D) days to the Department, Offsetting any amount pursuant to this section shall not be considered a breach
pf Contract by the Department
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7.00 The Departments Obligations: Subject to other provisions hereof, the Department will honor requests for
reimbursement to the Agency in amounts and at times deemed by the Department to be proper to ersure 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 if.
7.01 Misrepresentation: The Agency shall have made mrsrepreserration of a matenal nature in its application. or any
supplement thereto or amendment thereof, or in or with respect to any document or data furnished therewith or pursuant
hereto;
7.02 Litigation: There is then pendino irrigation with respect to the performance by the Agency of any o! its duties or
obligations vfiich may jeopardize or adversely affect the project, This Agreement or payments to the project;
7.03 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 expenditure or incurred related obligations
without having been advised by the Department tha: same are approved;
7.04 Conflict of Intemsts: There nas been any violation of the conflict of interest provisions contained hereir. in 12.06; or
7.05 Default: The Agency has been determined by the Department to be in default under any of the provisions of the
Agreement.
T.06 Federal Participation: The Department may suspend or terminate payment tort that portion of the project which the
FHWA or the Department acting in lieu of the FHWA, may designate as ineligible for federal-aid.
7.0T Disallowed Costs: to determining the amount of [he payment, the Departmen; wilt exclude all project costs incurred
by the Agency prior to the effective date of this Agreement or the date of authorization, costs incuretl after the expiration
of the Agreement, costs which are not provided for in the latest approved schedule of funding for the project, and costs
attributable to goods or services received under a contract or other arrangements which have not been approved in writin5
by the Department.
7.08 Final Invoices: The Agency must submit the fins! invoice on the project to the Department within one hundreC twenty
f120) days after the completion of the project. Invoices submitted after the one hundred twenty t ~ 20} day time period may
not be paid.
8.00 Termination or Suspension of Project:
8-01 Termination or Suspension Generally: The Department may, by wntlen 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 wrtected, or the Department may terminate this Agreement in whole or in part at any time the interest of the
Department requires such termination.
t` the Department determines that the performance of the Agency is not satisfactory, the Department shall have the option
of (a) immediately terminating this Agreement or (b) suspending ttns Agreement and notifying the Agency of the deficiency
with a requirement that the deficiency be corrected within a specified time, otherwise the Agreement will be terminated at
the end of such time. Suspension of the contract witi not affect the time penod tort completion of this Agreement.
If the Department requires termination of this Agreement fog reasons other than unsatisfactory performance of the Agency.
the Department shall notify the Agency of such termination, with irsiructions as to the effective date of termination or
specify the stage of work at which tn~s Agreement is terminated.
If this Agreement is terminated before performance is completed, the Agency shall be paid forth= work satisfactorily
performed, Payment is to be on the basis of substantiated costs.
8.02 Action Subsequent to Notice of Tertninatlon 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: (a} necessary action to terminate or suspend, as the case may be. project activities and
contract_ and such other action as may be required or deshable t0 keep to the minimum the costs upon the basis of which
the financing is to be wmputed; (b} furnish a statement of the protect activities and cnnL•acts, and other undertakings the
cost of which are otherwise includable as project costs, The termination or suspension shat; be carried out in conformity
with the latest schedule, plan. and costs approved oy the Department or upon the basis of terms and conditions
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imposeC by the Department upon the failure of the Agency to furnish the schedule, plan, and estimate within a reasonable
time. The closing out of federal financial participation in the project shall not constitute a waiver of any claim which bre
Department may otherwise have arising out of this Agreement
9.00 Contracts of the Agency
9.01 Third Party Agreements: Except as otherwise authorized in waiting by the Department, the Agency shalt not
execute any contract or obhga[e i[sel(in any manner requiring the disbursement of Department funds, including consultant
or construction contracts or amendments thereto, with any third party with respect fo the project without the written
approval of the Department- Failure to obtain such approval shall be sufficient cause for nonpayment by the Department.
The Department specifically reserves unto itself the right to review the qualifications of arn~ consultant or contractor and to
approve or disapprove the employment of the same.
9.02 Compliance with Consultants' Competitive Negotiation Act: I! is ::nderstood and agreed by the parties hereto
that participation by the Department rn a project with an Agency, where said project involves a consultant contract for
engineering, architecture or surveying services, is contingent on the Agency complying m full with provisions of Section
287.055. Florida Statutes, Consultants Competitive Negotiation Act At the discretion. of the Department, the Agency will
involve the Department ir, the Consultant Selection Process for all projects. 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
10.00 Disadvantaged Business Enterprise {DBE) Policy and Obligation:
10.01 DBE Policy: It is the policy of the Department that disadvantaged business enterprises, as defined in 49 C.F.R.
Part 26, as amended, shat! have the opportunity to participate m the performance of conVacts financed in whole or in part
with Department funds under this Agreement. The DBE requirements of applicable federal and state regulations apply to
this Agreement.
10.02 DBE Obligation: The Agency anC its contractors agree to ensure that Disadvantaged Business Enterprises as
defined in applicable federal and state regulafions have the odportuni[y to participate is the performance of contracts and
this Agreement. In this regard, a!I recipients and contractors s7all take all necessary and reasonable steps ;r, accordance
with applicable federal and state regulations, to ensure that the DisatlvanlageC Eusiness Enterprises have the opportunity
Io compete for and perform contracts. The Agency shalt got discriminate on the bass of race. color. national origin or sex
in the award and performance of Department assisted contracts
10.03 Disadvantaged Business Enterprise (DBE) Obligations: If Federal Transit Administration or FHWA Funding is a
part of this protect. the Agency must comply with applicable federal and state regulations-
11.00 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion (Applicable to all
tedera{•aid contracts - 49 CFR 29)
By signing and submitting this Agreement the Agency is providing the certification set out below:
The inability of the Agency to provide the certification se: out below will not necessarily result in denial of participation m
this covered transaction. The Agency shaC submit an explanation of why it cannot provide the certification set out below-
The certrfication or explanation will be consdered in connection with the Department's determination whether to enter
into this transaction. However, failure of the Agency to furnish a certification or an explanation shall disqualify the
Agency from participation in this transaction.
The certification in this clause is a material representafioc of fact upon which reliance was placed when. the Department
determined to enter into this transaction. If it is later tlelermined that the Agen;.y knowingly rendered an erroneous
certification, in addition to other remedies available, the Department may tererirate this transaction for cause of default.
The Agency shall provide immediate written notice to the Department if any time the Agency learns that its certification was
erroneous when submitted or has become erroneous by reason of changed circumstances. The terms "covered
'debarred,"'suspended," ineligible,""lower tier covered transaction."'participant,"'person,' primary covered transaction,'
'principal,"'proposal." and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and
Coverage sections of rules implementing Executive Order "2549. Contac*, the Department for assistance in obtaining a
copy of those regulations.
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The Agency further agrees by executing this Agreement that it shall not knowrngly enter into any contracts with a person
who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction,
uness authorized by the Department.
The Agency further agrees by submitting this Agreement that it will include the clause titled "Certification Regarding
Debarment, Suspension, Ineligibility arxf Voluntary Exclusion-Lower Tier Covered Transaction," provided by the
Department, without modification. in all contracts and in all solicitations for contracts.
The Agency may rely upon a certification of a prospective sub-contractor that the person or entity is not debarred,
suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certifiption is
erroneous. The Agency may tlecide the method and h, equency by which it determines the eligibility of its sub-contractors.
The Agency may, but is not required to, check the nonprocurement portion of the "Lists of Parties Excluded From Federal
Procurement or Nonprocurement Programs' (Nonprocurement List) which is compiled by the Gene: al Services
Administration.
Nothing contained in the foregoing shall be construetl to require establishment of a system of records in order to render
in good faith the certification requiree by this clause. The knowledge and information of the Agency is not required to
exceed that which is normally processed by a prudent person in the ordinary ;curse of business dealings.
Unless authorized by the Department, if the Agency knowingly enters into a contract with a person who is suspended,
debarred, ineligible, or voluntarily excluded from participafion in this transaction, in addition to other remedies available.
the Department may terminate this agreement for cause or default.
Certification Regarding Debarment, Suspension. Ineligibility and Voluntary Excusion:
The Agency certifies, by execution of this Agreement, that neither it nor its prinapals is presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal
department or agency.
Where the Agency is unable to certify to any of the statements above, an explanation shalt be attached to this
proposal
12.00 Restrictions. Prohibitions. Controls, and Labor Provisions:
12.01 Equal Employment Opportunity: In connection with the performance of any project, the Agency shall not
discriminate against any employee or applicant for employment because of race, age. religion, color, sex. national origin,
disability or marital status. The Agency wit! take affirmative action to ensure that applicants are employed and that
employees are treated during employment without regard to their race, age. religion, color, gender, national origin,
disabilit~~ or marital status. Such action steal! include, but not be limited to, the following employment upgrading,
demotion, or transfer. recruitment or recrudmen? advemsing; IayaN or termination: rates of pay or other forms of
compensation; and selection for trammg, including apprenticeship. The Agency shall insert the foregoing provision in all
contracts modified only to show the particular con*.radual relationship in all its contracts in connection with the
development of operation of the projec?, except contracts fa the standard commercal 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 nondscrimination clause.
12.02 Tltle VI - Civll Rights Act of 1964: The Agency will comply with all the requirements imposed by Title Vi of the
Civi! Rights Act of 1964 (42 U.S.C. 2000d}, the Regulations of the Federal Department of Transportation sued
tnereunder, and the assurance by the Agency pursuant thereto.
The Agent' shall include provisions in all contracts with third parties that ensure compliance with Title VI of the Civil
Rights Act of 1964, 49 C.F.R., Part 21, anti related statutes and reeulatons.
12.03 Americans with Disabilities Act of 1990 (ADA): The Agency will comply with all the requirements as imposed by
the ADA, the regulations of the federal governmerd issued thereunder, antl assurance by the Agency pursuant thereto
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12.04 Public Entity Crime: A person or affiliate who has been placed on the convicted vendor list following a conviction
far a public entity come may not submit a bid on a contract to provide any goods or services to a public entity. may no:
submit a b+d 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, o' consultant under a contract with any public entity; antl may not transact business with any public entity in
excess of the threshold amount provided in Section 267-017, Florida Statutes for CATEGORY TWO for a period of 36
months from the date of being placed on the convicted vender list.
12.05 Discrimination: In accordance with Section 287.134, Florida Statutes. an entity or affiliate who has been pla:.ed or,
the Discriminatory Vendor List, maintained by the Florida Department of Management Services, may not submit a bid on a
contract to provide 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 pubbc 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 contactor. supplier, subcontractor or consultant under a contract wrth any
public entity and may not transact business with any public entity.
12.06 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 proleot or any properly included or planned to be included in
the project in which any member, officer, or employee of the Agency or the locality during his tenure, or for two years
thereafter, has any interest, direct or +ndirect. If any such present a former member officer, or employee involuntarily
acquires or had acquired any such interest prior to the beginning of his tenure, and if such interest is immediately
disclosed to the Agency. the Agency with prior approval of the Department may waive the prohibilion contained in this
subsection, provided, that any such present member, officer or employee shal+ not participate in any action by the Agency
or the locality retaUng io such contract. subcontract, or arrangement
The Agency shat! insert rn alt contracts entered mto m connection with me project or any property incuded or planned to
be included in any protect. and shall require its contractors to insert m each of it's subcentrads, the tollovnng provision:
"No member, officer or employee of the Agency or of the locality during his tenure, or for two years thereafter,
shall have any interest, dvect o" indirect, in this contract or the proceeds thereo,"'
The provisions of th+s subsection shall not be appi~c3bie to any agreement between the Agency aid its fiscal depositories,
or to any agreement for utility services the rates for which are fixed or contro4ed by a governmental agency
12.07 Interest of Members of or Delegate to, Congress: No member of or delegate to the Congress of the Untied
States shat! be admitted to any share or part of the Agreement or any benefit arising therefrom.
13.OD Miscellaneous Provisions:
t3.01 Environmental Regulations: The Agency will be solely responsible for compliance with all applicable
environmental regulations and for any liability arismo from non-compliance wdh these regulations and will reimburse the
Department for any loss inwrred in connectior. therewith. The Agency will be responsible for securing any applicable
permits
13.02 Department Not Obligated to Third Parties: The Department shall not be obligated or liable hereunder to any
party other thar. the Agency.
13.03 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 o• any default which may
then exist on the part of the Agenoy and the making o', such payment by the Department, while any such breach or default
shat! exist, shat! in noway impair or prejudice any right or remedy available to the Department with respect to such breach
or default.
13.04 How Agreement Is Affected by Provisions Being Held Invalid: If any provision o` this Agreement is held invalid.
the remainder of th+s Agreement shat) not be affected. Ir. such an instance the remainder would then continue to conform
to the terms and requirements of applicable lav+.
13.05 Bonus or Commission: By execution of the Agreement, the Agency represents that it has not paid and, also,
agrees not to pay.. ary bonus or commission for the purpose of obtaming an approval of its application for the financing
hereunder.
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13.06 Slate Law: Nothing in the Agreement shall regwre the Aaency to observe or enforce compliance with any provision
thereof, perform any other ad or do any other thing in contravention of any applicable state law. provided, thaf 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 modificahons may be made by the pepartment and the Agency to the end that the
Agency may proceed as soon as possible with the project.
13.07 Contractual Indemnity: To the extent permitted by law the Agency shall indemnity, defend, save, and hold
harmless the Department and alt its ofi5cers, agents and employees from any claim, toss, damage, cost, charye or
expense arising out of any ad. enor, omission or negligent act by the Agency, its officers, agents or employees during the
performance of the Agreement except that neither the Agency, its officers.. agents or its employees will be liable under this
paragraph for any claim, loss, damage, cost, charge or expense arising out of any act, enor, omission or negligent act by
the Department or any of its officers, agents or employees during the performance of the Agreement.
WFren the Department receives a notice of claim for damages that may have been caused by the Agency in the
pertormance of services required under this Agreement, the Department will immediately forward the claim to the Aaency
The Agency and the Department will evaluate the claim and report their findings to each other within 14 working days and
will jointlq discuss options in defending the claim. After reviewing [he claim. the Department wilt determine whether to
require the participation of the Agency in the defense of the clam or to require the Agency defend the Department in such
Gaim as described in this sedron. Tne Department's failure to promptly nofity the Agency of a claim shat! not act as a
waiver of any right herein to require the participation in or defense of the claim by the Agency. The Department and the
Agency will each pay its own expenses for the evaluation, settlement neyotiaGons, and trial, if any. However, if only one
party participates in the defense of the claim at Vial, that party is responsible for all expenses al trial.
The parties agree that this Gause shalt not waive the benefits or provisions of Section 768.28, Florida Statutes, o- any
similar provision of law.
13.08 Plans and Specifications: In the event that this Agreement involves constructing and equipping of facilities on the
State Highway System: the Agency shat: submit !o the Department for approval all appropriate plans and specifications
covering the project. The Department will review all plars and specifications and will issue to the Agency written approval
with any approved portions of the project and comments or recommendations covering am• remainder o' the protect
deemed appropriate. After rosolution of these comments and recommendatory to the Department's sai~sfaction, the
Department wilt issue to the Agency writter approve! regarding the remamaer of the protect. Failure to obtain this written
approval shall be sufficient cause for nonpayment by the Department.
13.09 Right of Way Certification: Upon rr~mpletior of right of way activities on the project, the Agency must certify
complianw with all applicable federal and state requirements Certification is required prior to advertisement for or
solicitation of bids for construction of the project. including those projects for which no right of way is required.
13.10 Agency Certification: The Agengf will certify in writing, prior to project closeout, that the protect was completed
in accordance with applicable plans and specifications, rs m pace on the Agency facility. that adequate tike is in the
Agency, and the! the project rs accepted by the Agency as suitable for the intended purpose.
13.11 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
aU genders.
13.12 Execution of Agreement: This Agreement may be sirnultaneousiy executed in a minimum of two counterparts.
each o! which so executed shall bo deemed to be an original, and such counterparts together shall constitute one in the
same instrument
13.13 Restrictions on Lobbying:
Federal: The Aaency agrees that no federally appropriated funds have been paid, or cad! be paid by a 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 merriber of Congress in connection with the
awarding of any federal contract the making of any federal grant. Ole makino of any federal loan, the entering into of any
cooperative agreement. and the extension, continuation, renewal, amendment or modification o` any federal contract.
pram. loan. O.` CODpefative agreement.
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If any funds other than federally appropriated funds have been pard by the Agency to any person for irtluencing or
attemplinp 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 wnnectron with this Agreement, the undersigned shall complete
and submit Standard Form-LLL, "Disclosure Forrn to RepoC Lobbying," In accordance with its instructions.
The Ayency shall require tha! the language o` this section be included in the award documents for all subawartls at all tiers
iincluding subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all
subrecipients shat certify and disclose accordingly.
State: No funds received pursuant to this writ: arK may be expended for lobbying the Legislature or a s;ate agency.
13.14 Maintenance: The Agency agrees to maintain any protect not on the State Highway System, constructed under
this Agreement. If the Agency constructs any improvement on Department right-o(-way, the Agency O will Q will not
maintain the improvements made for Iheir useful Irfe.
13.15 Vendors Rights: Vendors fin this Document identified as Agency) providing goods and services to the DApartmen!
should be aware of the following time frames Upon receipt, the Deoanment has five 5 working days to inspect and
approve the yoods and services unless the bitl specifications, purchase order. or contract specifies otherwise. The
Department has twenty {20j days to deliver a request for payment {voucheri to the Florida Department of Financial
Services. The twenty (20) days are measured from the latter of the date the invoice is receivetl or the goods or services
are received, inspected, and approved.
I! a payment is not available within forty i401 days after receipt of the invoice and receipt. irspection, and approval of
goods and services, a separate interest penalty in accordance with Section 2^ 5.422{3)!b) Florida Statutes, will be due and
payable, in additior. to the invoice amount ro the Agency. Interest penalties of less than one dollar {51) will not be enfbrceo
unless the Agency requests payment. Invoices which have to be returned to an Agency because of Agency preparation
errors will result in a delay in the payment. The invoice payment requirements do not start unfit a properly completed
invorce is provided to the Department.
A. Vendor Ombutlsman has beet estabLshed within the Honda Department of Financial Services. The pubes o' hits
individual include acting as an apaoc~te for Ageries who may he experiencing problems in obtaieing timely payment(si
from Uie Department. The Vendor Ombudsrtoan may be contacted a! {P,50la10-9'24 or by wiling the State Comptroife•'s
Hotline at 1-1300-fi48-3792.
IN WITNESS WHEREOF. the parties have caused these presents :o be executed the day and year first above written.
AGENCY S-ATc OF FLO~IDP/DEPARTMENT OF TRANSPORTATION
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Title: ~:rG M o ub11: c or{2S Title nn i
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Aft - t: ~ _ Title:
Rober' ~'ar/c`Ig~ir C~i ^g (:1 ern
f As to form:
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Oistnct Attbmey
APPROVED AS TO
FORM b LANC3UAGE
i FOR EXECUTION
See attached encumbrance -orrn for date of funding approval by Comptroller.
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