Joint Participation Agreement with FDOT 51
Attachment A rL •y'
1
.;t Number: AQT Z
JOINT PARTICIPATION AGREEMENT
BETWEEN
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION
AND THE
CITY OF MIAMI BEACH
THIS AGREEMENT is made and entered into this day of
20 /1, between the State of Florida Department of Transportation, a component agency of the
State of Florida. hereinafter refelTed to as the `DEPARTMENT', and the City of Miami Beach., a
municipal corporation of the State of Florida, existing under the Laws of the State of Florida,
hereinafter referred to as the 'CITY'.
RECITALS:
WHEREAS, the DEPARTMENT has jurisdiction over and maintains the State Road
(S.R.) 907/Alton.Road corridor in the CITY; and
WHEREAS, the CITY has drafted design plans for the construction of drainage
irnprovenents on S.R. 907/Alton Road at 10th Street, hereinafter referred to as the `PROJECT',
the individual elements of which are outlined in the attached Exhibit "A", `Scope of Services',
v%hich is herein incorporated by reference; and
WHEREAS, the DEPAR FMENT has programmed funding for the PROJECT under
Financial Project Number 249911-4-58-01 and has agreed to reimburse the CITY for eligible
PROJECT costs up to a maximum limiting amount, as outlined in the attached Exhibit "B",
'Financial Summary', which is herein incorporated by reference; and
WHEREAS, the CITY has agreed to supervise and inspect all aspects of PROJECT
construction and administration; and
WHEREAS, the parties hereto mutually recognize the need for entering into an
Agreement designating and setting forth the responsibilities of each party; and
WHEREAS, the parties are authorized to enter into this Agreement pursuant to Section
339.08(e) and 334.12, Florida Statutes (F.S.);
NOW, THEREFORE, in consideration of the premises, the mutual covenants and other
valuable considerations contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Page 1 of 11
Joint Participation Agreement between the Florida Department of Transportation and'the City of Miami Beach
Financial Project Number"249911-4-58-01
1. INCORPORATION OF RECITALS
The foregoing recitals are true and correct and are incorporated into the body of this
Agreement, as if fully set forth herein.
2. GENERAL REQUIREMENTS
a. The CITY shall be responsible for assuring that the PROJECT complies with
all applicable Federal, State and Local laws, rules, regulations, guidelines and
standards.
b. The CITY shall submit this Agreement to its CITY Commission for
ratification or approval by resolution. A copy of said resolution is attached
hereto as Exhibit "C", `City of Miami Beach Resolution', and is herein
incorporated by reference.
c. The CITY shall administer, supervise and inspect all aspects of PROJECT
construction until completion, and, as further defined in Exhibit "A", `Scope
of Services'. The CITY shall complete the PROJECT on or before April 1,
2013. All aspects of PROJECT construction and administration are subject to
DEPARTMENT standards and specifications and must be in compliance with
all governing laws and ordinances.
d. The CITY shall not execute any contract or obligate itself in any manner
requiring the disbursement of DEPARTMENT funds, including consulting or
construction contracts or amendments thereto, with any third party with
respect to the PROJECT without the prior written approval of the
DEPARTMENT. The DEPARTMENT specifically reserves the right to
review qualifications of any consultant or contractor and to approve or
disapprove CITY employment of same.
e. This Agreement and any interest herein shall not be assigned, transferred or
otherwise encumbered by the CITY under any circumstances without prior
written consent of the DEPARTMENT. However, this Agreement shall run to
the DEPARTMENT and its successors.
f. The CITY shall have the sole responsibility for resolving claims and requests
for additional work for the PROJECT. The CITY will make a reasonable
commercial effort to obtain the DEPARTMENT input in its decisions.
g. The DEPARTMENT shall reimburse the CITY for eligible PROJECT costs as
defined in Exhibit "B", `Financial Summary', and in accordance with the
financial provisions in Section 3 of this Agreement.
h. The CITY shall comply with all federal, state, and local laws and ordinances
applicable with work or payment of work thereof, and will not discriminate on
Page 2 of 11
Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach
Financial Project Number 9 249911-4-58-01
the grounds of race, color, religion, sex, national origin, age or disability in the
performance of work under this Agreement.
3. FINANCIAL PROVISIONS
a. Eligible PROJECT costs may not exceed SIXTY FOUR THOUSAND ONE
HUNDRED EIGHTY FIVE DOLLARS ($64,185.00), as outlined in Exhibit
"B", `Financial Summary'. If additional funding is required, contingent upon
DEPARTMENT approval, a supplemental agreement between the
DEPARTMENT and the CITY authorizing the additional funding shall be
executed prior to such costs being incurred.
b. The DEPARTMENT agrees to pay the CITY for the herein described services
at a compensation as detailed in this Agreement.
c. The CITY shall furnish the services with which to construct the PROJECT.
Said PROJECT consists of services as detailed in Exhibit "A" of this
Agreement.
d. Payment shall be made only after receipt and approval of goods and services
unless advance payments are authorized by the Department's Comptroller
under Section 334.044(29), F.S., or by the Department of Financial Services
under Section 215.422(14),F.S.
e. The CITY shall provide the following quantifiable, measurable and verifiable
units of deliverables. Each deliverable must specify the required minimum
level of service to be performed and the criteria for evaluating successful
completion. Said deliverables consists of(list deliverables):
i. Drainage Improvements
f. Invoices shall be submitted by the CITY in detail sufficient for a proper pre-
audit and post audit thereof, based on quantifiable, measureable and verifiable
units of deliverables as established in Section e above and Exhibit "A".
Deliverables must be received . and accepted in writing by the
DEPARTMENT's Project Manager prior to payments.
g. Supporting documentation must establish that the deliverables were received
and accepted in writing by the CITY and that the required minimum level of
service to be performed based on the criteria for evaluating successful
completion as specified the above Section e has been met.
h. Travel costs will not be reimbursed.
i. CITY 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. The
Page 3 of 11
Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach
Financial Project Number 4 249911-4-58-01
DEPARTMENT has twenty (20) days to deliver a request for payment
(voucher) to the Department of Financial Services. The twenty (20) days are
measured from the latter of the date the invoice is received or the goods or
services are received, inspected, and approved.
j. If payment is not available within forty (40) days, a separate interest penalty at
a rate as established pursuant to Section 55.03(1), F.S., will be due and
payable, in addition to the invoice amount, to the CITY. Interest penalties of
less than one (1) dollar will not be enforced unless the CITY requests
payment. Invoices that have to be returned to the CITY because of CITY
preparation errors will result in a delay in the payment. The invoice payment
requirements do not start until a properly completed invoice is provided to the
DEPARTMENT.
k. A Vendor Ombudsman has been established within the Department of
Financial Services. The duties of this individual include acting as an advocate
for the CITY who may be experiencing problems in obtaining timely
payment(s) from a state agency. The Vendor Ombudsman may be contacted
at 850-413-5516 or by calling the Department of Financial Services Hotline 1-
877-693-5236.
1. Records of costs incurred under the terms of this Agreement shall be
maintained and made available upon request to the DEPARTMENT at all
times during the period of this Agreement and for five (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 include the
CITY's general accounting records and the project records, together with
supporting documents and records, of the contractor and all subcontractors
performing work on the project, and all other records of the contractor and
subcontractors considered necessary by the DEPARTMENT for a proper audit
of costs.
m. In the event this contract is for services in excess of$25,000.00 and a term for
a period of more than 1 year, the provisions of Section 339.135(6)(a), F.S.,
are hereby incorporated:
"The DEPARTMENT, during any fiscal year, shall not expend money, incur
any liability, or enter into any contract which, by its terms, involves the
expenditure of money in excess of the amounts budgeted as available for
expenditure during such fiscal year. Any contract, verbal or written, made in
violation of this subsection is null and void, and no money may be paid on
such contract. The DEPARTMENT shall require a statement from the
Comptroller of the Department that such funds are available prior to entering
into any such contract or other binding commitment of funds. Nothing herein
contained shall prevent the making of contracts for periods exceeding 1 year,
but any contract so made shall be executory only for the value of the services
to be rendered or agreed to be paid for in succeeding fiscal years; and this
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Joint Participation Agreement betiveen the Florida Department of Transportation and the City of Miami Beach
Financial Project Number 9 249911-4-58-01
paragraph shall be incorporated verbatim in all contracts of the
DEPARTMENT which are for an amount in excess of TWENTY FIVE
THOUSAND DOLLARS ($25,000.00) and which have a term for a period of
more than 1 year."
n. The DEPARTMENT's obligation to pay is contingent upon an annual
appropriation by the Florida Legislature.
o. Vendors/Contractors:
i. Shall utilize the U.S. Department of Homeland Security's E-Verify
system to verify the employment eligibility of all new employees hired
by the Vendor/Contractor during the term of the contract; and
ii. Shall expressly require any subcontractors performing work or
providing services pursuant to the state contract to likewise utilize the
U.S. Department of Homeland Security's E-Verify system to verify
the employment eligibility of all new employees hired by the
subcontractor during the contract term.
4. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State
of Florida.
5. AMENDMENT
This Agreement may be amended by mutual agreement of the DEPARTMENT and the
CITY expressed in writing, executed and delivered by each party.
6. INVALIDITY
If any part of this Agreement shall be determined to be invalid or unenforceable, the
remainder of this Agreement shall not be affected thereby, if such remainder continues to
conform to the terms and requirements of applicable law.
7. COMMUNICATIONS
a. All notices, requests, demands, consents, approvals and other
communications which are required to be served or given hereunder, shall be
in writing and hand-delivered or sent by either registered or certified U.S.
mail, return receipt requested, postage prepaid, addressed to the party to
receive such notices as follows:
Page 5 of 11
Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach
Financial Project Number#249911-4-58-01
To DEPARTMENT: Florida Department of Transportation
1000 Northwest 111 Avenue, Room 6202A
Miami, Florida 33172-5800
Attn: Michelle Meaux, JPA Coordinator
Ph: (305) 470-5112; Fax: (305)
To CITY: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Elizabeth Wheaton,Public Works
Ph:305-673-7080 x6121; Fax: 305-394-4770
b. Either party may, by notice given as aforesaid, change its address for all
subsequent notices. Notices given in compliance with this section shall be
deemed given when placed in the mail.
8. EXPIRATION OF AGREEMENT
The CITY agrees to complete the PROJECT on or before April 1, 2013. If the CITY
does not complete the PROJECT within this time period, this Agreement will expire
unless an extension of the time period is requested by the CITY and granted in writing by
the DEPARTMENT's District Six Secretary or Designee. Expiration of this Agreement
will be considered termination of the PROJECT.
9. INVOICING
The CITY will invoice the DEPARTMENT on a monthly basis for completed work. The
CITY must submit the final invoice on this PROJECT to the DEPARTMENT within 120
days after the expiration of this Agreement. Invoices submitted after July 30, 2013, will
not be paid.
10. ENTIRE AGREEMENT
This Joint Participation Agreement is the entire Agreement between the parties hereto,
and it may be modified or amended only by mutual consent of the parties in writing.
11. INDEMNIFICATION
Subject to Section 768.28, Florida Statutes, as may be amended from time to time, the
CITY shall promptly indemnify, defend, save and hold harmless the DEPARTMENT, its
officers, agents, representatives and employees from any and all losses, expenses, fines,
fees, taxes, assessments, penalties, costs, damages, judgments, claims, demands,
liabilities, attorneys fees, (including regulatory and appellate fees), and suits of any
nature or kind whatsoever caused by, arising out of, or related to the CITY's exercise or
attempted exercise of its responsibilities as set out in this AGREEMENT, including but
Page 6 of 11
Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach
Financial Project Number#249911-4-58-01
not limited to, any act, action, neglect or omission by the CITY, its officers, agents,
employees or representatives in any way pertaining to this agreement, whether direct or
indirect, except that neither the CITY nor any of its officers, agents, employees or
representatives will be liable under this provision for damages arising out of injury or
damages directly caused or resulting from the sole negligence of the DEPARTMENT.
The CITY's obligation to indemnify, defend and pay for the defense of the
DEPARTMENT, or at the DEPARTMENT's option, to participate and associate with the
DEPARTMENT in the defense and trial of any claim and any related settlement
negotiations, shall be triggered immediately upon the CITY's receipt of the
DEPARTMENT'S notice of claim for indemnification. The notice of claim for
indemnification shall be deemed received if the DEPARTMENT sends the notice in
accordance with the formal notice mailing requirements set forth in Section 5 of this
AGREEMENT. The DEPARTMENT'S failure to notify the CITY of a claim shall not
release the CITY of the above duty to defend and indemnify the DEPARTMENT.
The CITY shall pay all costs and fees related to this obligation and its enforcement by the
DEPARTMENT. The indemnification provisions of this section shall survive termination
or expiration of this AGREEMENT, but only with respect to those claims that arose from
acts or circumstances which occurred prior to termination or expiration of this
AGREEMENT.
The CITY's evaluation of liability or its inability to evaluate liability shall not excuse the
CITY's duty to defend and indemnify the DEPARTMENT under the provisions of this
section. Only an adjudication or judgment, after the highest appeal is exhausted,
specifically finding the Department was solely negligent shall excuse performance of this
provision by the CITY.
Page 7 of 11
Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach
Financial Project Number#249911-4-58-01
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, on the day
and year above written.
CITY OF MIAMI BEACH: STATE OF FLORIDA, DEPARTMENT
OF TRANSPORTATION:
• 94/. BY:
A OR DISTRIC C SECRETARY
gyp.•••... ' ,-9
IN dlhl- ATTE
(S VA TEDIC CLERK (SEAL) EX TIVE SECRET Y
..... '�� LEGAL REVIEW:
ORNEY TRICT CHIEF OUNS
Page 8 of 11
Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach
Financial Project Number#249911-4-58-01
EXHIBIT "A"
SCOPE OF SERVICES
The PROJECT shall consist of installing a drainage concrete box culvert outfall from the 10th
Street seawall to 120 feet east of the seawall. The PROJECT shall include the construction of
120 feet of four (4) feet by six (6) feet concrete box culvert along 10th Street. This box culvert
will serve as a new outfall for S.R. 907/Alton Road drainage system. The installation shall
follow the Florida Department of Transportation Roadway Design Standard Index 292, Standard
Precast Concrete Box Culverts and Section 410 and section 415-5.11 of the Florida Department
of Transportation Standard Specifications for Road and Bridge Construction. The box culvert
shall be installed at an invert elevation as approved by the Department and as shown on the plans
hereon In addition, the PROJECT shall include dredging of a ten (10) foot by ten (10) foot
portion of Biscayne Bay immediately adjacent to the seawall in front of the outfall and
construction of a ten (10) foot by ten(10) foot area of rip rap immediately adjacent to the seawall
in front of the outfall within Biscayne Bay as shown in the attached permit sketch. This rip rap
area shall be constructed at an elevation as approved by the Department and as shown in the
attached permit sketch. The PROJECT shall also include the installation of a manatee grate at
the outfall as shown on the plans hereon. The CITY agrees to construct the project in accordance
with the plans and specifications as approved by the Department, attached hereto and
incorporated herein by reference.
PROJECT Limits: S.R. 907/Alton Road at 10th Street
FDOT Financial Project Number: 249911-4-58-01
County: Miami-Dade
FDOT Project Manager: Daniel Iglesias, P.E. 305-470-5266
CITY Project Manager: Elizabeth Wheaton, Environmental Management Division
305-673-7080 extension 6121
Page 9 of 11
Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach
Financial Project Number 9 249911-4-58-01
EXHIBIT "B"
FINANCIAL SUMMARY
Estimated PROJECT costs and deliverables for reimbursement are below-listed:
Financial Project Number 249911-4-58-01
PROJECT Construction:
10th Street Intersection
ITEM NO. DESCRIPTION UNIT QUANTITY UNIT PRICE AMOUNT
Drainage @ Alton Road and 10th Street
Backflow Preventers for Existing 6.5'X 3' Box Culvert Outfall
120-4 SUBSOIL EXCAVATION Cy 392 $18.60 $7,291.20
CONC CLASS 2, CULVERTS (FROM
400-2-1 DISSIPATOR BOX TO WALL) Cy 51 $850.00 $43,350.00
530-3-3 RIP RAP, BANK AND SHORE TN 16.2 $114.00 $1,846.80
415-1-6 MANATEE GRATE 8'X3' EA 1 $1,784.00 $1,784.00
N/A HATCH, PEDESTRIAN 36"X48" EA 1 $2,132.15 $2,132.15
334-1 SUPERPAVE ASPHALTIC CONCRETE TN 13 $83.00 $1,079.00
10" CONCRETE COVER SLAB
353-70 REPLACEMENT SF 9 $405.00 $3,645.00
DESCRIPTION COST
Subtotal $61,128.15
Contingency 5% $3,056.40
TOTAL PROJECT COST $641185
Page 10 of 11
Joint Participation Agreement between the Florida Department of Transportation and the City of Miami Beach
Financial Project Number 9 249911-4-58-01
EXHIBIT «C��
CITY OF MIAMI BEACH RESOLUTION
To be herein incorporated once approved by.the CITY Commission:
Page 11 of 11
Joint Participation Agreement between the.Florida Department of Transportation and the City of Miami Beach
Financlal Projec dumber 9 249911-4-58-01
Attachment B
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 710-010-2x
UTILITIES
UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT occ-05/12
(AT UTILITY EXPENSE)
Financial Project ID: 249911-1-56-01 Federal Project ID:
County: Miami-Dade I State Road No.: 907
District Document No:
Utility Agency/Owner(UAO): City of Miami Beach
THIS AGREEMENT,entered into this day of year of , by and between the STATE
OF FLORIDA DEPARTMENT OF TRANSPORTATION, hereinafter referred to as the"FDOT", and City of Miami
Beach, hereinafter referred to as the"UAO";
WITNESSETH:
WHEREAS, the FDOT, is constructing, reconstructing, or otherwise changing a portion of a public road or
publicly owned rail corridor, said project being identified as Alton Road from 5th Street to Michigan Avenue,State Road
No.: 907, hereinafter referred to as the"Project"; and
WHEREAS,the UAO owns or desires to install certain utility facilities which are located within the limits of the
Project hereinafter referred to as the"Facilities" (said term shall be deemed to include utility facilities as the same may
be relocated, adjusted, installed, or placed out of service pursuant to this Agreement); and
WHEREAS,the Project requires the location (vertically and/or horizontally), protection, relocation,installation,
adjustment or removal of the Facilities, or some combination thereof, hereinafter referred to as "Utility Work"; and
WHEREAS,the FDOT and the UAO desire to enter into a joint agreement pursuant to Section 337.403(1)(b),
Florida Statutes for the Utility Work to be accomplished by the FDOT's contractor as part of the construction of the
Project; and
WHEREAS,the UAO, pursuant to the terms and conditions hereof, will bear certain costs associated with the
Utility Work;
NOW,THEREFORE, in consideration of the premises and the mutual covenants contained herein,the FDOT
and the UAO hereby agree as follows:
1. Design of Utility Work
a. UAO shall prepare, at UAO's sole cost and expense, a final engineering design, plans, technical
special provisions, a cost estimate, and a contingency Utility Work Schedule (said contingency
schedule to be used in the case of a bid rejection)for the Utility Work(hereinafter referred to as the
"Plans Package") on or before N/A, year of N/A.
b. The Plans Package shall be in the same format as the FDOT's contract documents for the Project
and shall be suitable for reproduction.
C. Unless otherwise specifically directed in writing, the Plans Package shall include any and all activities
and work effort required to perform the Utility Work, including but not limited to, all clearing and
grubbing, survey work and shall include a traffic control plan.
d. The Plans Package shall be prepared in compliance with the FDOT's Utility Accommodation Manual
and the FDOT's Plans Preparation Manual in effect at the time the Plans Package is prepared, and
the FDOT's contract documents for the Project. If the FDOT's Plans Preparation Manual has been
updated and conflicts with the Utility Accommodation Manual, the Utility Accommodation Manual shall
apply where such conflicts exist.
e. The technical special provisions which are a part of the Plans Package shall be prepared in
accordance with the FDOT's guidelines on preparation of technical special provisions and shall not
Page 1 of 9
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 71
UTILITIES
UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT OGC-05112
(AT UTILITY EXPENSE)
duplicate or change the general contracting provisions of the FDOT's Standard Specifications for
Road and Bridge Construction and any Supplemental Specifications, Special Provisions, or
Developmental Specifications of the FDOT for the Project.
f. UAO shall provide a copy of the proposed Plans Package to the FDOT,and to such other right of way
users as designated by the FDOT,for review at the following stages: N/A. Prior to submission of the
proposed Plans Package for review at these stages,the UAO shall send the FDOT a work progress
schedule explaining how the UAO will meet the FDOT's production schedule. The work progress
schedule shall include the review stages, as well as other milestones necessary to complete the
Plans Package within the time specified in Subparagraph a. above.
g. In the event that the FDOT finds any deficiencies in the Plans Package during the reviews performed
pursuant to Subparagraph f.above,the FDOT will notify the UAO in writing of the deficiencies and the
UAO will correct the deficiencies and return corrected documents within the time stated in the notice.
The FDOT's review and approval of the documents shall not relieve the UAO from responsibility for
subsequently discovered errors or omissions.
h. The FDOT shall furnish the UAO such information from the FDOT's files as requested by the UAO;
however, the UAO shall at all times be and remain solely responsible for proper preparation of the
Plans Package and for verifying all information necessary to properly prepare the Plans Package,
including survey information as to the location (both vertical and horizontal) of the Facilities. The
providing of information by the FDOT shall not relieve the UAO of this obligation nor transfer any of
that responsibility to the FDOT.
I. The Facilities and the Utility Work will include all utility facilities of the UAO which are located within
the limits of the Project, except as generally summarized as follows:TBD.These exceptions shall be
handled by separate arrangement.
j. If any facilities of the UAO located within the project limits are discovered after work on the project
commences to be qualified for relocation at the FDOT's expense, but not previously identified as
such, the UAO shall file a claim with the FDOT for recovery of the cost of relocation thereof. The
filing of the claim shall not necessarily entitle the UAO to payment,and resolution of the claim shall be
based on a determination of fault for the error. The discovery of facilities not previously identified as
being qualified for relocation at the FDOT's expense shall not invalidate this Agreement.
k. The UAO shall fully cooperate with all other right of way users in the preparation of the Plans
Package. Any conflicts that cannot be resolved through cooperation shall be resolved in the manner
determined by the FDOT.
I. Upon completion of the Utility Work,the Facilities shall be deemed to be located on the public road or
publicly owned rail corridor under and pursuant to the Utility Permit: TBD
(Note: It is the intent of this line to allow either attachment of or separate reference to the permit).
2. Performance of Utility Work
a. The FDOT shall incorporate the Plans Package into its contract for construction of the Project.
b. The FDOT shall procure a contract for construction of the Project in accordance with the FDOT's
requirements.
C. If the portion of the bid of the contractor selected by the FDOT which is for performance of the Utility
Work exceeds the FDOT's official estimate for the Utility Work by more than ten percent(10%)and
the FDOT does not elect to participate in the cost of the Utility Work pursuant to Section
337.403(1)(b), Florida Statutes, the UAO may elect to have the Utility Work removed from the
FDOT's contract by notifying the FDOT in writing within five 5 days from the date that the UAO is
notified of the bid amount. Unless this election is made,the Utility Work shall be performed as part of
Page 2 of 9
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 710-010-2z'
UTILITIES
UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT occ-05/12
(AT UTILITY EXPENSE)
the Project by the FDOT's contractor.
d. If the UAO elects to remove the Utility Work from the FDOT's contract in accordance with
Subparagraph 2. c., the UAO shall perform the Utility Work separately pursuant to the terms and
conditions of the FDOT's standard relocation agreement, the terms and conditions of which are
incorporated herein for that purpose by this reference, and in accordance with the contingency
relocation schedule which is a part of the Plans Package. The UAO shall proceed immediately with
the Utility Work so as to cause no delay to the FDOT or the FDOT's contractor in constructing the
Project.
e. The UAO shall perform all engineering inspection,testing,and monitoring of the Utility Work to insure
that it is properly performed in accordance with the Plans Package, except for the following activities:
N/A and will furnish the FDOT with daily diary records showing approved quantities and amounts for
weekly, monthly, and final estimates in accordance with the format required by FDOT procedures.
f. Except for the inspection, testing, monitoring, and reporting to be performed by the UAO in
accordance with Subparagraph 2. e., the FDOT will perform all contract administration for its
construction contract.
g. The UAO shall fully cooperate with the FDOT and the FDOT's contractor in all matters relating to the
performance of the Utility Work.
h. The FDOT's engineer has full authority over the Project and the UAO shall be responsible for
coordinating and cooperating with the FDOT's engineer. In so doing, the UAO shall make such
adjustments and changes in the Plans Package as the FDOT's engineer shall determine are
necessary for the prosecution of the Project.
I. The UAO shall not make any changes to the Plans Package after the date on which the FDOT's
contract documents are mailed for advertisement of the Project unless those changes fall within the
categories of changes which are allowed by supplemental agreement to the FDOT's contract
pursuant to Section 337.11, Florida Statutes. All changes, regardless of the nature of the change or
the timing of the change, shall be subject to the prior approval of the FDOT.
3. Cost of Utility Work
a. The UAO shall be responsible for all costs of the Utility Work and all costs associated with any
adjustments or changes to the Utility Work determined by the FDOT's engineer to be necessary,
including, but not limited to the cost of changing the Plans Package and the increase in the cost of
performing the-Utility Work, unless the adjustments or changes are necessitated by an error or
omission of the FDOT. The UAO shall not be responsible for the cost of delays caused by such
adjustments or changes unless they are attributable to the UAO pursuant to Subparagraph 4.a.
b. The initial estimate of the cost of the Utility Work is . At such time as the FDOT prepares its
official estimate, the FDOT shall notify the UAO of the amount of the official estimate for the Utility
Work. Upon being notified of the official estimate, the UAO shall have five (5)working days within
which to accept.the official estimate for purposes of making deposits and for determining any possible
contribution on the part of the FDOT to the cost of the Utility Work,or to elect to have the Utility Work
removed from the FDOT's contract and performed separately pursuant to the terms and conditions
set forth in Subparagraph 2. d. hereof.
C. At least nine (90)calendar days prior to the date on which the FDOT advertises the Project for bids,
the UAO will pay to the FDOT an amount equal to the FDOT's official estimate; plus % for
mobilization of equipment for the Utility Work, additional maintenance of traffic costs for the Utility
Work, administrative costs of field work, tabulation of quantities, Final Estimate processing and
Project accounting (said amounts are to be hereinafter collectively referred to as the Allowances);
plus 10% of the official estimate for a contingency fund to be used as hereinafter provided for
Page 3 of 9
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 710-010-2'
UTILITIES
UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT occ-05/12
(AT UTILITY EXPENSE)
changes to the Utility Work during the construction of the Project(the Contingency Fund).
d. Payment of the funds pursuant to this paragraph will be made (choose one):
❑ directly to the FDOT for deposit into the State Transportation Trust Fund.
® as provided in the attached Memorandum of Agreement between UAO, FDOT and the
State of Florida, Department of Financial Services, Division of Treasury. Deposits of less
than $100,000.00 must be pre-approved by the Department of Financial Services and
FDOT Comptroller's Office prior to execution of this agreement.
e. If the portion of the contractor's bid selected by the FDOT for performance of the Utility Work exceeds
the amount of the deposit made pursuant to Subparagraph c. above, then subject to and in
accordance with the limitations and conditions established by Subparagraph 2. c. hereof regarding
FDOT participation in the cost of the Utility Work and the UAO's election to remove the Utility Work
from the Project,the UAO shall,within fourteen(14)calendar days from notification from the FDOT or
prior to posting of the accepted bid, whichever is earlier, pay an additional amount to the FDOT to
bring the total amount paid to the total obligation of the UAO for the cost of the Utility Work, plus
Allowances and 10% Contingency Fund. The FDOT will notify the UAO as soon as it becomes
apparent the accepted bid amount plus allowances and contingency is in excess of the advance
deposit amount; however, failure of the FDOT to so notify the UAO shall not relieve the UAO from its
obligation to pay for its full share of project costs on final accounting as provided herein below. In the
event that the UAO is obligated under this Subparagraph 3.e. to pay an additional amount and the
additional amount that the UAO is obligated to pay does not exceed the Contingency Fund already on
deposit, the UAO shall have sixty (60) calendar days from notification from the FDOT to pay the
additional amount, regardless of when the accepted bid is posted.
f. If the accepted bid amount plus allowances and contingency is less than the advance deposit
amount, the FDOT will refund the amount that the advance deposit exceeds the bid amount, plus
allowances and contingency if such refund is requested by the UAO in writing and approved by the
Comptroller of the FDOT or his designee.
g. Should contract modifications occur that increase the UAO's share of total project costs,the UAO will
be notified by the FDOT accordingly. The UAO agrees to provide, in advance of the additional work
being performed, adequate funds to ensure that cash on deposit with the FDOT is sufficient to fully
fund its share of the project costs. The FDOT shall notify the UAO as soon as it becomes apparent
the actual costs will overrun the award amount; however, failure of the FDOT to so notify the UAO
shall not relieve the UAO from its obligation to pay for its full share of project costs on final accounting
as provided herein below.
h. The FDOT may use the funds paid by the UAO for payment of the cost of the Utility Work. The
Contingency Fund may be used for increases in the cost of the Utility Work which occur because of
quantity overruns or because of adjustments or changes in the Utility Work made pursuant to
Subparagraph 2. h. Prior to using any of the Contingency Fund, the FDOT will obtain the written
concurrence of the person delegated that responsibility by written notice from the UAO. The
delegatee shall respond immediately to all requests for written concurrence. If the delegatee refuses
to provide written concurrence promptly and the FDOT determines that the work is necessary, the
FDOT may proceed to perform the work and recover the cost thereof pursuant to the provisions of
Section 337.403(3), Florida Statutes. In the event that the Contingency Fund is depleted, the UAO
shall, within fourteen (14) calendar days from notification from the FDOT, pay to the FDOT an
additional 10% of the total obligation of the UAO for the cost of the Utility Work established under
Subparagraph 3. e. for future use as the Contingency Fund.
I. Upon final payment to the Contractor, the FDOT intends to have its final and complete accounting of
all costs incurred in connection with the work performed hereunder within three hundred sixty(360)
days. All project cost records and accounts shall be subject to audit by a representative of the UAO
Page 4 of 9
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 71UTILITTIES aoIES
UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT occ-05/12
(AT UTILITY EXPENSE)
for a period of three(3)years after final close out of the Project. The UAO will be notified of the final
cost. Both parties agree that in the event the final accounting of total project costs pursuant to the
terms of this agreement is less than the total deposits to date,a refund of the excess will be made by
the FDOT to the UAO in accordance with Section 215.422, Florida Statutes. In the event said final
accounting of total project costs is greater than the total deposits to date, the UAO will pay the
additional amount within forty(40) calendar days from the date of the invoice. The UAO agrees to
pay interest at a rate as established pursuant to Section 55.03, Florida Statutes, on any invoice not
paid within the time specified in the preceding sentence until the invoice is paid.
4. Claims Against UAO
a. The UAO shall be responsible for all costs incurred as a result of any delay to the FDOT or its
contractors caused by errors or omissions in the Plans Package(including inaccurate location of the
Facilities)or by failure of the UAO to properly perform its obligations under this Agreement in a timely
manner.
b. In the event the FDOT's contractor provides a notice of intent to make a claim against the FDOT
relating to the Utility Work, the FDOT will notify the UAO of the notice of intent and the UAO will
thereafter keep and maintain daily field reports and all other records relating to the intended claim.
C. In the event the FDOT's contractor makes any claim against the FDOT relating to the Utility Work,
the FDOT will notify the UAO of the claim and the UAO will cooperate with the FDOT in analyzing and
resolving the claim within a reasonable time. Any resolution of any portion of the claim directly
between the UAO and the FDOT's contractor shall be in writing, shall be subject to written FDOT
concurrence and shall specify the extent to which it resolves the claim against the FDOT.
d. The FDOT may withhold payment of surplus funds to the UAO until final resolution (including any
actual payment required)of all claims relating to the Utility Work. The right to withhold shall be limited
to actual claim payments made by the FDOT to the FDOT's contractor.
5. Out of Service Facilities
No Facilities shall be placed out of service unless specifically identified as such in the Plans. The following
terms and conditions shall apply to Facilities placed Out-of-Service:
a. The UAO acknowledges its present and continuing ownership of and responsibility for out of service
Facilities.
b. The FDOT agrees to allow the UAO to leave the Facilities within the right of way subject to the
continuing satisfactory performance of the conditions of this Agreement by the UAO. In the event of a
breach of this Agreement by the UAO, the Facilities shall be removed upon demand from the FDOT
in accordance with the provisions of Subparagraph e. below.
C. The UAO shall take such steps to secure the Facilities and otherwise make the Facilities safe in
accordance with any and all applicable local, state or federal laws and regulations and in accordance
with the legal duty of the UAO to use due care in its dealings with others. The UAO shall be solely
responsible for gathering all information necessary m
essa to meet these obligations.
p 9 9 rY 9
d. The UAO shall keep and preserve all records relating to the Facilities, including, but not limited to,
records of the location, nature of, and steps taken to safely secure the Facilities and shall promptly
respond to information requests of the FDOT or other permittees using or seeking use of the right of
way.
e. The UAO shall remove the Facilities at the request of the FDOT in the event that the FDOT
determines that removal is necessary for FDOT use of the right of way or in the event that the FDOT
Page 5 of 9
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 71 S
UTI LITIE LITIES
UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT occ-05/12
(AT UTILITY EXPENSE)
determines that use of the right of way is needed for other active utilities that cannot be otherwise
accommodated in the right of way. Removal shall be at the sole cost and expense of the UAO and
without any right of the UAO to object or make any claim of any nature whatsoever with regard
thereto. Removal shall be completed within the time specified in the FDOT's notice to remove. In the
event that the UAO fails to perform the removal properly within the specified time, the FDOT may
proceed to perform the removal at the UAO's expense pursuant to the provisions of Sections 337.403
and 337.404, Florida Statutes.
f. Except as otherwise provided in Subparagraph e. above, the UAO agrees that the Facilities shall
forever remain the legal and financial responsibility of the UAO. The UAO shall reimburse the FDOT
for any and all costs of any nature whatsoever resulting from the presence of the Facilities within the
right of way. Said costs shall include, but shall not be limited to, charges or expenses which may
result from the future need to remove the Facilities or from the presence of any hazardous substance
or material in or discharging from the Facilities. Nothing in this paragraph shall be interpreted to
require the UAO to indemnify the FDOT for the FDOT's own negligence; however, it is the intent that
all other costs and expenses of any nature be the responsibility of the UAO.
6. Default
a. In the event that the UAO breaches any provision of this Agreement, then in addition to any other
remedies which are otherwise provided for in this Agreement,the FDOT may exercise one or more of
the following options, provided that at no time shall the FDOT be entitled to receive double recovery of
damages:
(1) Terminate this Agreement if the breach is material and has not been cured within sixty(60)
days from written notice thereof from FDOT.
(2) Pursue a claim for damages suffered by the FDOT.
(3) If the Utility Work is reimbursable under this Agreement,withhold reimbursement payments
until the breach is cured. The right to withhold shall be limited to actual claim payments
made by FDOT to third parties.
(4) If the Utility Work is reimbursable under this Agreement, offset any damages suffered by the
FDOT or the public against payments due under this Agreement for the same Project. The
right to offset shall be limited to actual claim payments made by FDOT to third parties.
(5) Suspend the issuance of further permits to the UAO for the placement of Facilities on FDOT
property if the breach is material and has not been cured within sixty(60)days from written
notice thereof from FDOT.
(6) Pursue any other remedies legally available.
(7) Perform any work with its own forces or through contractors and seek repayment for the cost
thereof under Section 337.403(3), Florida Statutes.
b. In the event that the FDOT breaches any provision of this Agreement, then in addition to any other
remedies which are otherwise provided for in the Agreement, the UAO may exercise one or more of
the following options:
(1) Terminate this Agreement if the breach is material and has not been cured within sixty(60)
days from written notice thereof from the UAO.
(2) If the breach is a failure to pay an invoice for Utility Work which is reimbursable under this
Agreement, pursue any statutory remedies that the UAO may have for failure to pay invoices.
Page 6 of 9
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 710-UTILITIES
UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT occ-05/12
(AT UTILITY EXPENSE)
(3) Pursue any other remedies legally available.
c. Termination of this Agreement shall not relieve either party from any obligations it has pursuant to other
agreements between the parties nor from any statutory obligations that either party may have with regard
to the subject matter hereof.
7. Force Majeure
Neither the UAO nor the FDOT shall be liable to the other for any failure to perform under this Agreement to
the extent such performance is prevented by an act of God, war, riots, natural catastrophe, or other event
beyond the control of the non-performing party and which could not have been avoided or overcome by the
exercise of due diligence; provided that the party claiming the excuse from performance has (a) promptly
notified the other party of the occurrence and its estimate duration, (b) promptly remedied or mitigated the
effect of the occurrence to the extent possible, and (c) resumed performance as soon as possible.
8. Indemnification
FOR GOVERNMENT-OWNED UTILITIES,
To the extent provided by law, the UAO shall indemnify, defend, and hold harmless the FDOT and all of its
officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any
acts, action, error, neglect, or omission by the UAO, its agents, employees, or contractors during the
performance of the Agreement, whether direct or indirect, and whether to any person or property to which
FDOT or said,parties may be subject, except that neither the UAO, its agents, employees, or contractors will
be liable under this section for damages arising out of the injury or damage to persons or property directly
caused by or resulting from the negligence of the FDOT or any of its officers,agents,or employees during the
performance of this Agreement.
When the FDOT receives a notice of claim for damages that may have been caused by the UAO in the
performance of services required under this Agreement, the FDOT will immediately forward the claim to the
UAO. The UAO and the FDOT 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 FDOT
will determine whether to require the participation of the UAO in the defense of the claim or to require the UAO
to defend the FDOT in such claim as described in this section. The FDOT's failure to notify the UAO of a
claim shall not release the UAO from any of the requirements of this section. The FDOT and the UAO will pay
their own costs 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 costs.
FOR NON-GOVERNMENT-OWNED UTILITIES,
The UAO shall indemnify,defend, and hold harmless the FDOT and all of its officers,agents,and employees
from any claim, loss, damage, cost, charge, or expense arising out of any acts, action, error, neglect, or
omission by the UAO, its agents, employees, or contractors during the performance of the Agreement,
whether direct or indirect, and whether to any person or property to which FDOT or said parties may be
subject,except that neither the UAO, its agents, employees, or contractors will be liable under this section for
damages arising out of the injury or damage to persons or property directly caused by or resulting from the
negligence of the FDOT or any of its officers,agents,or employees during the performance of this Agreement.
The UAO's obligation to indemnify, defend, and pay for the defense or at the FDOT's option, to participate
and associate with the FDOT in the defense and trial of any damage claim or suit and any related settlement
negotiations, shall arise within fourteen (14) days of receipt by the UAO of the FDOT's notice of claim for
indemnification to the UAO. The notice of claim for indemnification shall be served by certified mail. The
UAO's obligation to defend and indemnify within fourteen (14) days of such notice shall not be excused
because of the UAO's inability to evaluate liability or because the UAO evaluates liability and determines the
Page 7 of 9
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 710-010-2.'
UTILITIES
UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT oGc-05/12
(AT UTILITY EXPENSE)
UAO is not liable or determines the FDOT is solely negligent. Only a final adjudication of judgment finding the
FDOT solely negligent shall excuse performance of this provision by the UAO. The UAO shall pay all costs
and fees related to this obligation and its enforcement by the FDOT. The FDOT's delay in notifying the UAO
of a claim shall not release UAO of the above duty to defend.
9. Miscellaneous
a. Time is of essence in the performance of all obligations under this Agreement.
b. The Facilities shall at all times remain the property of and be properly protected and maintained by
the UAO in accordance with the current Utility Accommodation Manual in effect at the time the Plans
Package is prepared and the current utility permit for the Facilities; provided, however,that the UAO
shall not be obligated to protect or maintain any of the Facilities to the extent the FDOT's contractor
has that obligation as part of the Utility Work pursuant to the FDOT's specifications.
C. The FDOT may unilaterally cancel this Agreement for refusal by the UAO to allow public access to all
documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida
Statutes, and made or received by the UAO in conjunction with this Agreement.
d. This Agreement constitutes the complete and final expression of the parties with respect to the
subject matter hereof and supersedes all prior agreements, understandings, or negotiations with
respect thereto,except that the parties understand and agree that the FDOT has manuals and written
policies and procedures which may be applicable at the time of the Project and the relocation of the
Facilities.
e. This Agreement shall be governed by the laws of the State of Florida. Any provision hereof found to
be unlawful or unenforceable shall be severable and shall not affect the validity of the remaining
portions hereof.
f. All notices required pursuant to the terms hereof may be sent by first class United States Mail,
facsimile transmission, hand delivery, or express mail and shall be deemed to have been received by
the end of five business days from the proper sending thereof unless proof of prior actual receipt is
provided. The UAO shall have a continuing obligation to notify each District of the FDOT of the
appropriate persons for notices to be sent pursuant to this Agreement. Unless otherwise notified in
writing, notices shall be sent to the following addresses:
If to the UAO:
Fred H. Beckmann, P.E., Director of Public Works
1700 Convention Center Drive, 4 in Floor
Miami Beach, FL 33139
If to the FDOT:
Antonio Soto, Utilities Administrator
1000 NW 111 Avenue, Room 6102-B
Miami, FL 33172
10. Certification
This document is a printout of an FDOT form maintained in an electronic format and all revisions thereto by
the UAO in the form of additions,deletions, or substitutions are reflected only in an Appendix entitled Changes
To Form Document and no change is made in the text of the document itself. Hand notations on affected
portions of this document may refer to changes reflected in the above-named Appendix but are for reference
purposes only and do not change the terms of the document. By signing this document, the LIAO hereby
represents that no change has been made to the text of this document except through the terms of the
appendix entitled Changes to Form Document.
Page 8 of 9
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 710-010-2z'
UTILITIES
UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT occ-05112
(AT UTILITY EXPENSE)
You MUST signify by selecting or checking which of the following applies:
® No changes have been made to this Form Document and no Appendix entitled "Changes to Form
Document" is attached.
❑ No changes have been made to this Form Document, but changes are included on the attached Appendix
entitled "Changes to Form Document."
N1 ¢��
IN WITNESS WHEREOF, the parties hereto have executed this Ag r� affec ve. nd year first written.
UTILITY: City of Miami Beach
INCORP CRATED:.
V
BY:(Si nature
(Typed Name: Matti Herrera-Bower) �, �-/ ")6
(Typed Title: May
Recommend Approval by the District Utility Office ATTEST
BY: (Signature) DATE:
FDOT Legal review
BY: (Signature) DATE:
District Counsel
STATE OF FLORIDA
DEPARTMENT OF TRANSPORTATION
BY: (Signature) DATE:
(Typed Name: Harold A. Desdunes, P.E.)
(Typed Title: District Director of Transportation Development)
FEDERAL HIGHWAY ADMINISTRATION (if applicable)
BY: DATE:
(Typed Name: )
(Typed Title: )
APPROVED AS TO
FORM & LANGUAGE
&F ECUTION
Page 9 of 9 ttom Date
Attachment C
MEMORANDUM OF AGREEMENT
THIS AGREEMENT, made and entered into this , day of , 201_, by and
between the State of Florida, Department of Transportation, hereinafter referred to as "FDOT" and
the State of Florida, Department of Financial Services, Division of Treasury, hereinafter referred to as
"TREASURY" and City of Miami Beach, hereinafter referred to as the "PARTICIPANT".
WITNESSETH
WHEREAS, FDOT is currently constructing the following project:
Financial Project No.: 249911-1-56-01
County: Miami Dade
hereinafter referred to as the "PROJECT' .
WHEREAS, FDOT and the PARTICIPANT entered into a Locally Funded Agreement dated
201 , wherein FDOT agreed to perform certain work on behalf of the
PARTICIPANT in conjunction with the PROJECT.
WHEREAS, the parties to this AGREEMENT mutually agreed that it would be in the best
interest of FDOT and the PARTICIPANT to establish an interest bearing escrow account to provide
funds for the work performed on the PROJECT on behalf of the PARTICIPANT by FDOT.
NOW THEREFORE, in consideration of the premises and the covenants contained herein, the
parties agree to the following:
1. An initial deposit in the amount of two million six hundred and eighty thousand six
hundred and seventy dollars and fifty two cents ($2,680,670.52) will be made by the PARTICIPANT
into an interest bearing escrow account established by FDOT for the purposes of the PROJECT.
Said escrow account will be opened with the TREASURY on behalf of FDOT upon receipt of this
Memorandum of Agreement. Such account will be an asset of FDOT.
2. Other deposits may be made by the PARTICIPANT as necessary to cover cost
increases or the cost of additional work prior to the execution of any Supplemental Agreements or
Amendments.
3. Payment will be made as follows (check appropriate payment method):
Wire transfer
ACH deposit
X Check
Following are the wire, ACH, and check deposit instructions:
For wire transfers: Bank of America
Account # 001009068974
ABA # 026009593
Chief Financial Officer of Florida
Re: DOT — K 11-78, Financial Project #
For ACH deposits: Bank of America
Account# 001009068974
ABA # 063100277
Chief Financial Officer of Florida
Re: DOT— K 11-78, Financial Project#
If a check is the method of payment, the check shall be made payable to the Department of Financial
Services, Revenue Processing and delivered for appropriate processing at the following address:
Florida Department of Transportation
District 6 Utilities Office
1000 NW 111 Av, #6102B
Miami, FL 33172
A copy of this Agreement should accompany any deposits.
4. FDOT's Comptroller or designee shall be the sole signatories on the escrow account
with the TREASURY-and shall have sole authority to authorize withdrawals from said account.
5. Unless instructed otherwise by the FDOT, all interest accumulated in the escrow
account shall remain in the account for the purposes of the PROJECT as defined in the LFA.
6. The TREASURY agrees to provide written confirmation of receipt of funds to FDOT.
7. The TREASURY further agrees to provide periodic reports to FDOT.
STATE OF FLORIDA STATE OF FLORIDA
DEPARTMENT OF TRANSPORTATION DEPARTMENT OF FINANCIAL
COMPTROLLER SERVICES, DIVISION OF TREASURY
'-, q- d��L
PA I IPANT SIGNATURE
OiAlli 4 &",( , N A r
PARTICIPANT NAME & TITLE
APPROVED AS TO (100 U 1 veti+C-a Pi 4 lttr Lf-i"Vk
FORM &LANGUAGE PARTICIPANT ADDRESS
&FOR EcuTloN - , � L 3135
i :'
I ts me a --- RALaMPLOYER I.D. NUMBER
f :INCORP ORATED.
.'�'..,
� �'2
ATTEST