10/18/2017 AgreementPUBLIC TRANSPORTATION
JOINT PARTICIPATION AGREEMENT
725- 030 -06
PUBLIC
TRANSPORTATION
OGC — 06/2016
Page 1 of 17
Financial Project Number(s):
(item- segment - phase- sequence) Fund:
44136319401 Function:
Federal Number:
Contract Number: GOQ40 DUNS Number:
CFDA Number: Agency DUNS No
CFDA Title:
CSFA Title
088719
751000
55062020629
F596000749053
55.004
MTH Building and
Security
Improvements
THIS JOINT PARTICIPATION AGREEMENT ( "Agreement "), made and entered into this day of
Nyber 9e)il by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION,
an agency of the State of Florida, ( "Department "), and Monroe County Airports - Florida Keys Marathon International
Airport, 3491' South Roosevelt Blvd., Key West, rL 33040 ( "Agency "). The Department and Agency agree that all terms
of this Agreement will be completed on or before December 31, 2022 and this Agreement will expire unless a time
extension is provided in accordance with Section 16.00.
WITNESSETH:
WHEREAS, the Agency has the authority to enter into said Agreement and to undertake the Project hereinafter described,
and the Department has been granted the authority to function adequately in all areas of appropriate jurisdiction including
the implementation of an integrated and balanced transportation system. and is authorized under 332.006 (6) 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
Many of the Airport owned facilities have reached their serviceable age and require upgrades and improvements. These facilities
require work including but not limited to their infrastructure, structural, MEP and HVAC systems, along with security
improvements. The scope of work will include planning, permitting, design, and construction.
and as further described in Exhibit "A" attached to and incorporated into this Agreement ( "Project "), and to provide
Departmental financial assistance to the Agency, state the terms and conditions upon which such assistance will be
provided, and to set forth the manner in which the Project will be undertaken and completed.
DPTO /DDR FLAIR Category
215 Object Code:
Org. Code:
80- 939 -7102 Vendor No.:
CSFA Number:
1.10 Exhibits. A, B, C & D are attached and incorporated into this Agreement.
PUBLIC TRANSPORTATION 725A30 -06
PUBLIC
JOINT PARTICIPATION AGREEMENT Txnr - nTTOx
OGC — 06/2016
Page 2 of 17
2.00 Accomplishment of the Project:
2.10 General Requirements. The Agency shall commence, and complete the Project, with all practical dispatch, in a
sound, economical, and efficient manner, and in accordance with the provisions of this Agreement, and all applicable laws.
2.20 Pursuant to Federal, State, and Local Law. In the event that any election, referendum, approval, permit, notice, or
other proceeding or authorization is requisite under applicable law to enable the Agency to enter into this Agreement or to
undertake the Project, or to observe, assume or carry out any of the provisions of the Agreement, the Agency will initiate
and consummate, as provided by law, all actions necessary with respect to any such matters so requisite.
2.30 Funds of the Agency. The Agency shall initiate and prosecute to completion all proceedings necessary, including
federal aid requirements, to enable the Agency to provide the necessary funds for completion of the Project.
2.40 Submission of Proceedings, Contracts and Other Documents. The Agency shall submit to the Department
such data, reports, records, contracts and other documents relating to the Project as the Department may require as
listed in Exhibit "C" attached to and incorporated into this Agreement. The Department has the option to require an
activity report on a quarterly basis. The activity report will include details of the progress of the Project towards
completion.
3.00 Total Project Cost. The total estimated cost of the Project is $162,265.00 This amount is based upon the estimate
summarized in Exhibit "B" attached to and incorporated into this Agreement. The Agency agrees to bear all expenses in
excess of the total estimated cost of the Project and any deficits involved.
4.00 Project Costs Participation and Eligibility:
4.10 Department Participation. The Department agrees to maximum participation, including contingencies, in the
Project in the amount of $129,812.00 as detailed in Exhibit "B ", or in an amount equal to the percentage(s) of total cost
shown in Exhibit "B ", whichever is less.
4.11 Agency Participation (Non -State Sources). The Agency agrees to minimum participation, including
contingencies, in the Project in the amount of $32,453.00 as detailed in Exhibit "B ", or in an amount equal to the
percentage(s) of the total cost shown in Exhibit "B ", whichever is more.
4.12 Federal Awards. The Agency, a non - federal entity, ❑ is ® is not a recipient of a federal award, as detailed in
Exhibit "B."
4.20 Project Cost Eligibility. Project costs eligible for State participation will be allowed only from the effective date of
this Agreement. It is understood that State participation in eligible Project costs is subject to:
a) Legislative approval of the Department's appropriation request in the adopted work program year that the
Project is scheduled to be committed;
b) Availability of funds as stated in Section 15.00 of this Agreement; Approval of ail plans, specifications,
contracts or other obligating documents as required by the Department, and all other terms of this
Agreement;
c) Department approval of costs in excess of the approved funding or attributable to actions which have not
received the required approval of the Department and all other terms of this Agreement;
d) Department approval of the Project scope and budget (Exhibits "A" and "B ") at the time appropriation
authority becomes available.
PUBLIC TRANSPORTATION 72 PU13L
PUBLIC
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 06/2016
. Page 3 of 17
4.30 Front End Funding. Front end funding ❑ is ® is not applicable. If applicable, the Department may initially pay
100% of the total allowable incurred Project costs up to an amount equal to its total share of participation as shown in
paragraph 4.10.
5.00 Project Budget and Payment Provisions:
5.10 The Project Budget. Prior to the execution of this Agreement, a Project 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 Project,
and shall incur obligations against and make disbursements of Project funds only in conformity with the latest approved
schedule of funding for the Project, attached and incorporated into this Agreement as Exhibit "B." The schedule of
funding may be revised by execution of a Supplemental Agreement between the Department and the Agency. The
Agency acknowledges and agrees that funding for this Project may be reduced upon determination of the Agency's
contract award amount. If revised, a copy of the Supplemental Agreement shall be forwarded to the Department's
Comptroller. No increase or decrease shall be effective unless it complies with fund participation requirements of this
Agreement and is approved by the Department's Comptroller.
5.20 Payment Provisions. Unless otherwise allowed, payment will begin in the year the Project or Project phase is
scheduled in the work program as of the date of the Agreement. Payment will be made for actual costs incurred as of the
date the invoice is submitted with the final payment due upon receipt of a final invoice. Payment shall be made only after
receipt and approval of goods and services unless advance payments are authorized by the Chief Financial Officer of the
State of Florida under Chapters 215 and 216, Florida Statutes. If the Department determines that the performance of the
Agency is unsatisfactory, the Department shall notify the Agency of the deficiency to be corrected, which correction shall
be made within a time -frame to be specified by the Department. The Agency shall, within sixty (60) days after notice from
the Department, provide the Department with a corrective action plan describing how the Agency will address all issues
of Agreement non - performance, unacceptable performance, failure to meet the minimum performance levels, deliverable
deficiencies, or Agreement non - compliance. If the corrective action plan is unacceptable to the Department, the Agency
shall be assessed a non - performance retainage equivalent to 10% of the total invoice amount. The retainage shall be
applied to the invoice for the then - current billing period. The retainage shall be withheld until the Agency resolves the
deficiency. If the deficiency is subsequently resolved, the Agency may bill the Department for the retained amount during
the next billing period. If the Agency is unable to resolve the deficiency, the funds retained may be forfeited at the end of
the Agreement's term.
6.00 Accounting Records:
6.10 Establishment and Maintenance of Accounting Records. The Agency shall establish for the Project, in
conformity with requirements established by Department's program guidelines /procedures and "Principles for State and
Local Governments ", 2 CFR Part 225, separate accounts to be maintained within its existing accounting system or
establish independent accounts. Such accounts are referred to herein collectively as the "Project account." Records of
costs incurred under terms of this Agreement shall be maintained in the Project account 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 Agency's general accounting records and the Project records, together with supporting documents and
records, of the Agency and all sub - consultants performing work on the Project and all other records of the Agency and
sub - consultants considered necessary by the Department for a proper audit of costs. If any litigation, claim, or audit is
started before the expiration of the five (5) year period, the records shall be retained until all litigation, claims, or audit
findings involving the records have been resolved.
6.20 Costs Incurred for the Project. The Agency shall charge to the Project account all eligible costs of the Project.
Costs in excess of the latest approved budget or attributable to actions which have not received the required approval of
the Department shall not be considered eligible costs.
PUBLIC TRANSPORTATION 726. 030 -06
PUBLIC
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 06/2016
Page 4 of 17
6.30 Documentation of Project Costs. All costs charged to the Project, including any approved services contributed
by the Agency or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers
evidencing in proper detail the nature and propriety of the charges.
6.40 Checks, Orders, and Vouchers. Any check or order drawn by the Agency with respect to any item which is or will
be chargeable against the Project account will be drawn only in accordance with a properly signed voucher then on file
in the office of the Agency stating in proper detail the purpose for which such check or order is drawn. All checks, payrolls,
invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the Project shall
be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other such
documents.
6.50 Audits. The administration of Federal or State resources awarded through the Department to the Agency by this
Agreement may be subject to audits and /or monitoring by the Department. The following requirements do not limit the
authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of Federal awards or
State financial assistance or limit the authority of any state agency inspector general, the State of Florida Auditor General,
or any other state official. The Agency shall comply with all audit and audit reporting requirements as specified below.
1. Federal Funded
a) In addition to reviews of audits conducted in accordance with 2 CFR Part 200, Subpart F — Audit
Requirements, monitoring procedures may include but not be limited to on -site visits by Department staff
and /or other procedures including, reviewing any required performance and financial reports, following
up, ensuring corrective action, and issuing management decisions on weaknesses found through audits
when those findings pertain to Federal awards provided through the Department by this Agreement. By
entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring
procedures /processes deemed appropriate by the Department. The Agency further agrees to comply and
cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department,
State of Florida Chief Financial Officer (CFO) or State of Florida Auditor General.
b) The Agency, a non - Federal entity as defined by 2 CFR Part 200, Subpart F — Audit Requirements, as a
subrecipient of a Federal award awarded by the Department through this Agreement is subject to the
following requirements:
i. In. the event the Agency expends a total amount of Federal awards equal to or in excess of
the threshold established by 2 CFR Part 200, Subpart F — Audit Requirements, the Agency
must have a Federal single or program- specific audit conducted for such fiscal year in
accordance with the provisions of 2 CFR Part 200, Subpart F —Audit Requirements. Exhibit
A. B. C & D to this Agreement provides the required Federal award identification information
needed by the Agency to further comply with the requirements of 2 CFR Part 200, Subpart F
— Audit Requirements. In determining Federal awards expended in a fiscal year, the Agency
must consider all sources of Federal awards based on when the activity related to the Federal
award occurs, including the Federal award .provided through the Department by this
Agreement. The determination of amounts of Federal awards expended should be in
accordance with the guidelines established by 2 CFR Part 200, Subpart F — Audit
Requirements. An audit conducted by the State of Florida Auditor General in accordance with
the provisions of 2 CFR Part 200, Subpart F —Audit Requirements, will meet the requirements
of this part.
ii. In connection with the audit requirements, the Agency shall fulfill the requirements relative to
the auditee responsibilities as provided in 2 CFR Part 200, Subpart F — Audit Requirements.
PUBLIC TRANSPORTATION 72 PU13LI
PUBLIC
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 06/2016
Page 5 of 17
iii. In the event the Agency expends less than the threshold established by 2 CFR Part 200,
Subpart F — Audit Requirements, in Federal awards, the Agency is exempt from Federal audit
requirements for that fiscal year. However, the Agency must provide a single audit exemption
statement to the Department at FDOTSingleAudit (a)dot.state.fl.us no later than nine months
after the end of the Agency's audit period for each applicable audit year. In the event the
Agency expends less than the threshold established by 2 CFR Part 200, Subpart F — Audit
Requirements, in Federal awards in a fiscal year and elects to. have an audit conducted in
accordance with the provisions of 2 CFR Part 200, Subpart F — Audit Requirements, the cost
of the audit must be paid from non - Federal resources (i.e., the cost of such an audit must be
paid from the Agency's resources obtained from other than Federal entities).
iv. The Agency must electronically submit to the Federal Audit Clearinghouse (FAC) at
https:Hharvester.census.gov /facweb/ the audit reporting package as required by 2 CFR Part
200, Subpart F — Audit Requirements, within the earlier of 30 calendar days after receipt of
the auditor's report(s) or nine months after the end of the audit period. The FAC is the
repository of record for audits required by 2 CFR Part 200, Subpart F — Audit Requirements.
However, the Department requires a copy of the audit reporting package also be submitted to
F DOTS ingleAudit (.dot.state.fl.us within the earlier of 30 calendar days after receipt of the
auditor's report(s) or nine months after the end of the audit period as required by 2 CFR Part
200, Subpart F — Audit Requirements.
V. Within six months of acceptance of the audit report by the FAC, the Department will review
the Agency's audit reporting package, including corrective action plans and management
letters, to the extent necessary to determine whether timely and appropriate action on all
deficiencies has been taken pertaining to the Federal award provided through the Department
by this Agreement. If the Agency fails to have an audit conducted in accordance with 2 CFR
Part 200, Subpart F —Audit Requirements, the Department may impose additional conditions
to remedy noncompliance. If the Department determines that noncompliance cannot be
remedied by imposing additional conditions, the Department may take appropriate actions to
enforce compliance, which actions may include but not be limited to the following:
1. Temporarily withhold cash payments pending correction of the deficiency by the Agency
or more severe enforcement action by the Department;
2. Disallow (deny both use of funds and any applicable matching credit for) all or part of the
cost of the activity or action not in compliance;
3. Wholly or partly suspend or terminate the Federal award;
4. Initiate suspension or debarment proceedings as authorized under 2 CFR Part 180 and
Federal awarding agency regulations (or in the case of the Department, recommend
such a proceeding be initiated by the Federal awarding agency);
5. Withhold further Federal awards for the Project or program;
6. Take other remedies that may be legally available.
Vi. As a condition of receiving this Federal award, the Agency shall permit the Department, or its
designee, the CFO or State of Florida Auditor General access to the Agency's records
including financial statements, the independent auditor's working papers and project records
as necessary. Records related to unresolved audit findings, appeals or litigation shall be
retained until the action is complete or the dispute is resolved.
PUBLIC TRANSPORTATION 725- 030 -06
PUBLIC
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 06/2016
Page 6 of 17
vii. The Department's contact information for requirements under this part is as follows:
Office of Comptroller, MS 24
605 Suwannee Street
Tallahassee, Florida 32399 -0450
FDOTSingleAudit(a)dot.state.fl. us
2. State Funded
a) In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring
procedures to monitor the Agency's use of state financial assistance may include but not be limited to on-
site visits by Department staff and /or other procedures including, reviewing any required performance
and financial reports, following up, ensuring corrective action, and issuing management decisions on
weaknesses found through audits when those findings pertain to state financial assistance awarded
through the Depart ment by this Agreement. By entering into this Agreement, the Agency agrees to comply
and cooperate fully with any monitoring procedures /processes deemed appropriate by the Department.
The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or
audits deemed necessary by the Department, the Department of Financial Services (DFS) or State of
Florida Auditor General.
b) The Agency, a nonstate entity as defined by Section 215.97(2)(m), Florida Statutes, as a recipient of state
financial assistance awarded by the Department through this Agreement is subject to the following
requirements:
L In the event the Agency meets the audit threshold requirements established by Section
215.97, Florida Statutes, the Agency must have a State single or project- specific audit
conducted for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable
rules of the Department of Financial Services; and Chapters 10.550 (local governmental
entities) or 10.650 (nonprofit and for - profit organizations), Rules of the Auditor General. Exhibit
A, B. C & D to this Agreement indicates state financial assistance awarded through the
Department by this Agreement needed by the Agency to further comply with the requirements
of Section 215.97, Florida Statutes. In determining the state financial assistance expended in
a fiscal year, the Agency shall consider all sources of state financial assistance, including state
financial assistance received from the Department by this Agreement, other, state agencies
and other nonstate entities. State financial assistance does not include Federal direct or pass
through awards and resources received by a nonstate entity for Federal program matching
requirements.
III. In connection with the audit requirements, the Agency shall ensure that the audit complies
with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a
financial reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapters
10.550 (local governmental entities) or 10.650 (nonprofit and for - profit organizations), Rules
of the Auditor General.
iii. In the event the Agency does not meet the audit threshold requirements established by
Section 215.97, Florida Statutes, the Agency is exempt for such fiscal year from the state
single audit requirements of Section 215.97, Florida Statutes. However, the Agency must
provide a single audit exemption statement to the Department at
FDOTSinaleAudit (@dot.state.fl.us no later than nine months after the end of the Agency's audit
period for each applicable audit year. In the event the Agency does not meet the audit
threshold requirements established by Section 215.97, Florida Statutes, in a fiscal year and
PUBLIC TRANSPORTATION 725PUBLI6
PUBLIC
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 06/2016
Page 7 of 17
elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida
Statutes, the cost of the audit must be paid from the Agency's resources (i.e., the cost of such
an audit must be paid from the Agency's resources obtained from other than State entities).
iv. In accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -
profit organizations), Rules of the Auditor General, copies of financial. reporting packages
required by this Agreement shall be submitted to:
Florida Department of Transportation
Office of Comptroller, MS 24
605 Suwannee Street
Tallahassee, Florida 32399 -0405
FDOTSin4leAudit dot.state.fl.us
And
State of Florida Auditor General
Local Government Audits /342
111 West Madison Street, Room 401
Tallahassee, FL 32399 -1450
Email: flaudgen localgovt(cDaud.state.fl.us
V. Any copies of financial reporting packages,, reports or other information required to be
submitted to the Department shall be submitted timely in accordance with Section 215.97,
Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and
for - profit organizations), Rules of the Auditor General, as applicable.
Vi. The Agency, when submitting financial reporting packages to the Department for audits done
in accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -
profit organizations), Rules of the Auditor General, should indicate the date the reporting
package was delivered to the Agency in correspondence accompanying the reporting
package.
Vii.. Upon receipt, and within six months, the Department will review the, Agency's financial
reporting package, including corrective action plans and management letters, to the extent
necessary to determine whether timely and appropriate corrective action on all deficiencies
has been taken pertaining to the state financial assistance provided through the Department
by this Agreement. If the Agency fails -to have an audit conducted consistent with Section
215.97, Florida Statutes, the Department may take appropriate corrective action to enforce
compliance.
viii. As a condition of receiving state financial assistance, the Agency shall permit the Department,
or its designee, DFS or the Auditor General access to the Agency's records including financial
statements, the independent auditor's working papers and project records as necessary.
Records related to unresolved audit findings, appeals or litigation shall be retained until the
action is complete or the dispute is resolved.
PUBLIC TRANSPORTATION 72 PUBLIC
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 06/2016
Page 8 of 17
3. The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement for
a period of five years from the date the audit report is issued and shall allow the Department, or its designee,
DFS or State of Florida Auditor General access to such records upon request. The Agency shall ensure that
the audit working papers are made available to the Department, or its designee, DFS or State of Florida
Auditor General upon request for a period of five years from the date the audit report is issued unless extended
in writing by the Department.
6.60 Insurance. Execution of this Agreement constitutes a certification that the Agency has and will maintain the ability
to repair or replace any Project equipment or facilities in the event of loss or damage due to any accident or casualty for
the useful life of such equipment or facilities. In the event of the loss of such equipment or facilities, the Agency shall
either replace the equipment or facilities or reimburse the Department to the extent of its interest in the lost equipment
or facility. The Department may waive or modify this section as appropriate.
7.00 Requisitions and Payments:
7.10 Action by the Agency. In order to obtain any Department funds, the Agency shall file with the Department of
Transportation, District Six Public Transportation Office 1000 NW 111 Avenue, Miami FL , 33172 its requisition on a
form or forms prescribed by the Department, and any other data pertaining to the Project account (as defined in
Paragraph 6.10 hereof) to justify and support the payment requisitions.
7.11 Deliverables. The Agency shall provide the following quantifiable, measurable and verifiable units of deliverables
as established in Exhibit "A." Each deliverable must specify the required minimum level of service to be performed and
the criteria for evaluating successful completion.
7.12 Invoices. Invoices for fees or other compensation for services or expenses shall be submitted in detail sufficient for
a proper pre -audit and post -audit thereof, based on the quantifiable, measurable and verifiable units of deliverables as
established in Exhibit "A." Deliverables must be received and accepted in writing by the Department's Project Manager
prior to payments.
7.13 Supporting Documentation. Supporting documentation must establish that the deliverables were received and
accepted in writing by the Department and that the required minimum level of service to be performed based on the
criteria for evaluating successful completion as specified in Section 2.00 and Exhibit "A" has been met.
7.14 Travel Expenses. Invoices for any travel expenses by the Agency shall be submitted in accordance with Section
112.061, Florida Statutes, and shall be submitted on the Department's Contractor Travel Form No. 300 - 000 -06. The
Department may establish rates lower than the maximum provided -in Chapter 112.061, Florida Statutes.
7.15 Property Acquisition. For real property acquired, submit:
a) The date the Agency acquired the real property.
b) A statement by the Agency certifying that the Agency has acquired said real property, and actual
consideration paid for real property.
c) A statement by the Agency certifying that the appraisal and acquisition of the real property together with
any attendant relocation of occupants was accomplished in compliance with all federal laws, rules and
procedures required by any federal oversight agency and with all state laws, rules and procedures that may
apply to the Agency acquiring the real property.
7.20 The Department's Obligations. Subject to other provisions of this Agreement, the Department will honor requests
for reimbursement to the Agency pursuant to this Agreement. However, notwithstanding any other provision of this
Agreement, the Department may elect by notice in writing not to make a payment if:
PUBLIC TRANSPORTATION 72 PUB IC
PUBLIC
JOINT PARTICIPATION AGREEMENT TBA OGCC ATION
OGC — 06/2016
Page 9 of 17
a) The Agency shall have made misrepresentation of a material nature in its application, or any supplement
or amendment to its application, or with respect to any document or data furnished with its application or
pursuant to this Agreement;
b) There is any pending litigation with respect to the performance by the Agency of any of its duties or
obligations which mayjeopardize or adversely affect the Project, the Agreement, or payments to the Project;
c) The Agency shall have taken any action pertaining to the Project which, under this Agreement, requires the
approval of the Department or has made related expenditures or incurred related obligations without having
been advised by the Department that same are approved;
d) There has been any violation of the conflict of interest provisions contained in this Agreement;
e) The Agency has been determined by the Department to be in default under any of the provisions of the
Agreement; or
f) Any federal agency providing federal financial assistance to the Project 'suspends or terminates federal
financial assistance to the Project. In the event of suspension or termination of federal financial assistance,
the Agency will reimburse the Department for all disallowed costs, including any and all federal financial
assistance as detailed in Exhibit "B."
7.30 Disallowed Costs. In determining the amount of the payment, the Department will exclude all Project costs incurred
by the Agency prior to the effective date of this Agreement, after the expiration date of this Agreement, costs which are
not provided for in the latest approved scope and budget for the Project, costs attributable to goods or services received
under a contract or other arrangements which have not been approved by the Department, and costs invoiced prior to
receipt of annual notification of fund availability.
7.40 Payment Offset. If, after Project completion, any claim is made by the Department resulting from an audit or for
work or services performed pursuant to this Agreement, the Department may offset such amount from payments due for
work or services done under any public transportation joint participation agreement which it has with the Agency owing
such amount if, upon demand, payment of the amount is not made within sixty (60) days to the Department. Offsetting
amounts shall not be considered a breach of contract by the Department.
8.00 Termination or Suspension of Project:
8.10 Termination or Suspension Generally. If the Agency abandons or, before completion, finally discontinues the
Project; or for any other reason, the commencement, prosecution, or timely completion of the Project by the Agency is
rendered improbable, infeasible, impossible, or illegal, the Department will, by written notice to the Agency, suspend any
or all of its obligations under this Agreement until such time as the event or condition resulting in such suspension has
ceased or been corrected, or the Department may terminate any or all of its obligations under this Agreement.
8.11 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any final termination or suspension
notice under this Section 8, the Agency shall proceed promptly to carry out the actions required in such notice, which may
include any or all of the following: (1) necessary action to terminate or suspend, as the case may be, Project activities and
contracts and such other action as may be required or desirable to keep to the minimum the costs upon the basis of which
the financing is to be computed; (2) furnish a statement of the Project activities and contracts, and other undertakings the
cost of which are otherwise includable as Project costs; and, (3) remit to the Department such portion of the financing and
any advance payment previously received as is determined by the Department to be due under the provisions of the
Agreement. The termination or suspension shall be carried out in conformity with the latest schedule, plan, and budget as
approved by the Department or upon the basis of terms and conditions imposed by the Department upon the failure of the
Agency to furnish . the schedule, plan, and budget within a reasonable time. The approval of a remittance by the Agency or
the closing out of federal financial participation in the Project shall not constitute a waiver of any claim which the Department
may otherwise have arising out of this Agreement.
PUBLIC TRANSPORTATION 72 PUBL
PUBLIC
JOINT PARTICIPATION AGREEMENT TRA OGC —
OGC 066 /2016 /2016
Page 10 of 17
8.12 Access to Documents and Materials. The Department reserves the right to unilaterally cancel this Agreement for
refusal by the Agency, contractor, sub - contractor, or materials vendor to comply with the provisions of Chapter 119,
Florida Statutes.
9.00 Audit and Inspection. The Agency shall permit, and shall require its contractors to permit, the Department's
authorized representatives to inspect all work, materials, payrolls, records; and to audit the books, records and accounts
pertaining to the financing and development of the Project.
10.00 Contracts of the Agency:
10.10 Third Party Agreements. The Department specifically reserves the right to review and approve any and all third
party contracts with respect to the Project before the Agency executes or obligates itself in any manner requiring the
disbursement of Department funds, including consultant, purchase of commodities contracts or amendments thereto. If
the Department chooses to review and approve third party contracts for this Project and the Agency fails to obtain such
approval, that shall be sufficient cause for nonpayment by the Department as provided in Section 7.20(c). The
Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to
approve or disapprove the employment of the same. If Federal Transit Administration (FTA) funds are used in the Project,
the Department must exercise the right to third party contract review.
10.20 Procurement of Personal Property and Services:
10.21 Compliance with Consultants' Competitive Negotiation Act. It is understood and agreed by the parties to this
Agreement that participation by the Department in a project with an Agency, where said project involves a consultant
contract for engineering, architecture or surveying services, is contingent on the Agency complying in full with provisions
of Chapter 287.055, Florida Statutes, Consultants' Competitive Negotiation Act, the federal Brooks Act, 23 CFR 172,
and 23 U.S.C. 112.. At the discretion of the Department, the Agency will involve the Department in the Consultant
Selection Process for all projects funded under this Agreement. In all cases, the Agency's Attorney shall certify to the
Department that selection has been accomplished in compliance with Chapter 287.055, Florida Statutes, the Consultants'
Competitive Negotiation Act and the federal Brooks Act.
10.22 Procurement of Commodities or Contractual Services. It is understood and agreed by the parties hereto that
participation by the Department in a project with an Agency, where said project involves the purchase of commodities or
contractual services or the purchasing of capital equipment or the constructing and equipping of facilities, which includes
engineering, design, and /or construction activities, where purchases or costs exceed the Threshold Amount for
CATEGORY TWO per Chapter 287.017, Florida Statutes, is contingent on the Agency complying in full with the
provisions of Chapter 287.057, Florida Statutes. The Agency's Attorney shall certify to the Department that the purchase
of commodities or contractual services has been accomplished in compliance with Chapter 287.057, Florida Statutes. It
shall be the sole responsibility of the Agency to ensure that any obligations made in accordance with this Section comply
with the current threshold limits. Contracts, purchase orders, task orders, construction change orders, or any other
agreement that would result in exceeding the current budget contained in Exhibit "B ", or that is not consistent with the
Project description and scope of services contained in Exhibit "A" must be approved by the Department prior to Agency
execution. Failure to obtain such approval, and subsequent execution of an amendment to the Agreement if required,
shall be sufficient cause for nonpayment by the Department as provided in Section 7.20(c).
10.30 Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of the Department that
DBE's, as defined in 49 CFR Part 26, as amended, shall have the opportunity to participate in the performance of
contracts financed in whole or in part with Department funds under this Agreement. The DBE requirements of applicable
federal and state laws and regulations apply to this Agreement.
The Agency and its contractors agree to ensure that DBE's have the opportunity to participate in the performance of this
Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance
PUBLIC TRANSPORTATION 72 PUBL
PUBLIC
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 06/2016
Page 11 of 17
with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and
perform contracts. The Agency and its contractors and subcontractors shall not discriminate on the basis of race, color,
national origin or sex in the award and performance of contracts, entered pursuant to this Agreement.
10.40 Procurement of Construction Services. If the Project is procured pursuant to Chapter 255 for construction
services and at the time of the competitive solicitation for the Project 50 percent or more of the cost of the Project is to
be paid from state - appropriated funds, then the Agency must comply with the requirements of Section 255.099(1), Florida
Statutes.
11.00 Restrictions, Prohibitions, Controls, and Labor Provisions:
11.10 Equal Employment Opportunity. In connection with the carrying out of any project, the Agency shall not
discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin.
The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be
limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Agency
shall insert the foregoing provision modified only to show the particular contractual relationship in all its contracts in
connection with the development or operation of the Project, except contracts for standard commercial supplies or raw
materials, and shall require all such contractors to insert a similar provision in all subcontracts, except subcontracts for
standard commercial supplies or raw materials. When the Project involves installation, construction, demolition, removal,
site improvement, or similar work, the Agency shall post, in conspicuous places available to employees and applicants for
employment for Project work, notices to be provided by the Department setting forth the provisions of the nondiscrimination
clause.
11.20 Title VI - Civil Rights Act of 1964. Execution of this Agreement constitutes a certification that the Agency will
comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d, et seq.), the
Regulations of the Federal Department of Transportation issued thereunder, and the assurance by the Agency pursuant
thereto.
11.30 Title VIII - Civil Rights Act of 1968. Execution of this Agreement constitutes a certification that the Agency will
comply with all the requirements imposed by Title VIII of the Civil Rights Act of 1968 (42 U.S.C. 3601, et seq.), which
among other things, prohibits discrimination in employment on the basis of race, color, national origin, creed, sex, and
age.
11.40 Americans with Disabilities Act of 1990 (ADA). Execution of this Agreement constitutes a certification that the
Agency will comply with all the requirements imposed by the ADA (42 U.S.C. 12.102, et seq.), the regulations of the federal
government issued thereunder, and the assurance by the Agency pursuant thereto.
11.50 Prohibited Interests. The Agency shall not enter into a contract or arrangement in connection with the Project or
any property included or planned to be included in the Project, with any officer, director or employee of the Agency, or
any business entity of which the officer, director or employee or the officer's, director's or employee's spouse or child is
an officer, partner, director, or proprietor or in which such officer, director or employee or the officer's, director's or
employee's spouse or child, or any combination of them, has. a material interest.
a) "Material Interest" means direct or indirect ownership of more than 5% of the total assets or capital stock of
any business entity.
b) The Agency shall not enter into any contract or arrangement in connection with the Project or any property
included or planned to be included in the Project, with any person or entity who was represented before the
PUBLIC TRANSPORTATION 72 PU13L
PUBLIC
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 0612016
Page 12 of 17
Agency by any person who at any time during the immediately preceding two (2) years was an officer,
director or employee of the Agency.
c) The provisions of this subsection shall not be applicable to any agreement between the Agency and its fiscal
depositories, any agreement for utility services the rates for which are fixed or controlled by the government,
or any agreement between the Agency and an agency of state government.
11.60 Interest of Members of, or Delegates to, Congress or Legislature. No member or delegate to the Congress of
the United States, or the State of Florida legislature, shall be admitted to any share or part of the Agreement or any
benefit arising therefrom.
12.00 Miscellaneous Provisions:
12.10 Environmental Regulations. Execution of this Agreement constitutes a certification by the Agency that the Project
will be carried out in conformance with all applicable environmental regulations including the securing of any applicable
permits. The Agency will be solely responsible for any liability in the event of non - compliance with applicable
environmental regulations, including the securing of any applicable permits, and will reimburse the Department for any
loss incurred in connection therewith.
12.20 Department Not Obligated to Third Parties. The Department shall not be obligated or liable hereunder to any
party other than the Agency.
12.30 When Rights and Remedies Not Waived. In no event shall the making by the Department of any payment to the
Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default which may
then exist, on the part of the Agency, and the making of such payment by the Department while any such breach or
default shall exist shall in no way impair or prejudice any right or remedy available to the Department with respect to
such breach or default.
12.40 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be
affected. In such an instance the remainder would then continue to conform to the terms and requirements of applicable
law.
12.60 Bonus or Commission. By execution of the Agreement the Agency represents that it has not paid and, also,
agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing
hereunder.
12.60 State or Territorial Law. Nothing in the Agreement shall require the Agency to observe or enforce compliance
with any provision thereof, perform any other act or do any other thing in contravention of any applicable State law:
Provided, that if any of the provisions of the Agreement violate any applicable State law, the Agency will at once notify
the Department in writing in order that appropriate changes and modifications may be made by the Department and the
Agency to the end that the Agency may proceed as soon as possible with the Project.
12.70 Use and Maintenance of Project Facilities and Equipment. The Agency agrees that the Project facilities and
equipment will be used by the Agency to provide or support public transportation for the period of the useful life of such
facilities and equipment as determined in accordance with general accounting principles and approved by the
Department. The Agency further agrees to maintain the Project facilities and equipment in good working order for the
useful life of said facilities or equipment.
12.71 Property Records. The Agency agrees to maintain property records, conduct physical inventories and develop
control systems as required by 49 CFR Part 18, when applicable.
PUBLIC TRANSPORTATION 725PUBLIC
PUBLIC
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 06/2016
Page 13 of 17
12.80 Disposal of Project Facilities or Equipment. If the Agency disposes of any Project facility or equipment during
its useful life for any purpose except its replacement with like facility or equipment for public transportation use, the
Agency will comply with the terms of 49 CFR Part 18 relating to property management standards. The Agency agrees to
remit to the Department a proportional amount of the proceeds from the disposal of the facility or equipment. Said
proportional amount shall be determined on the basis of the ratio of the Department financing of the facility or equipment
as provided in this Agreement. The Agency must remit said proportional amount to the Department within one (1) year
after the official date of disposal.
12.90 Contractual Indemnity. To the extent provided by Section 768.28, Florida Statues, the Agency shall indemnify,
defend, and hold harmless the Department and all of its officers, agents, and employees from any claim, loss, damage,
cost, charge, or expense arising out of any act, error, omission, or negligent act by the Agency, its agents, or employees,
during the performance of the Agreement, except that neither the Agency, its agents, or its employees will be liable under
this paragraph for any claim, loss, damage, cost, charge, .or expense arising out of any act, error, omission, or negligent act
by the Department or any of its officers, agents, or employees during the performance of the Agreement. Nothing in this
Agreement shall be construed as a waiver by the Agency of any sovereign immunity protections that may be provided by
Section 768.28, Florida Statutes.
When the Department receives a notice of claim for damages that may have been caused by the Agency in the
performance of services required under this Agreement, the Department will immediately forward the claim to the Agency.
The Agency and the Department will evaluate the claim and report their findings to each other within fourteen (14) working
days and will jointly discuss options in defending the claim. After reviewing the claim, the Department will determine
whether to require the participation of the Agency in the'defense of the claim or to require that the Agency defend the
Department in such claim as described in this section. The Department's failure to promptly notify the Agency of a claim
shall not act as a waiver of any right herein to require the participation in or defense of the claim by Agency. The
Department and the Agency will each pay its own expenses for the evaluation, settlement negotiations, and trial, if any.
However, if only one party participates in the defense of the claim at trial, that party is responsible for all expenses at
trial.
13.00 Plans and Specifications. In the event that this Agreement involves the purchasing of capital equipment or the
constructing and equipping of facilities, where plans and specifications have been developed, the Agency shall provide
an Engineer's Certification that certifies Project compliance as listed below, or in Exhibit "C" if applicable. For the plans,
specifications, construction contract documents, and any and all other engineering, construction, and contractual
documents produced by the Engineer, hereinafter collectively referred to as "plans ", the Agency will certify that:
a) All plans comply with federal, state, and professional standards as well as minimum standards established
by the Department as applicable;
b) The plans were developed in accordance with sound engineering and design principles, and with generally
accepted professional standards;
c) The plans are consistent with the intent of the Project as defined in Exhibits "A" and "B" of this Agreement
as well as the Scope of Services; and
d) The plans comply with all applicable laws, ordinances, zoning and permitting requirements, public notice
requirements, and other similar regulations.
Notwithstanding the provisions of this paragraph, the Agency, upon request by the Department, shall provide plans and
specifications to the Department for review and approvals.
14.00 Project Completion, Agency Certification. The Agency will certify in writing on or attached to the final invoice,
that the Project was completed in accordance with applicable plans and specifications, is in place on the Agency facility,
that adequate title is in the Agency and that the Project is accepted by the Agency as suitable for the intended purpose.
15.00 Appropriation of Funds:
PUBLIC TRANSPORTATION 72 PUBLIC
PUBLIC
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 06/2016
Page 14 of 17
15.10 Contingency of Payment. The State of Florida's performance and obligation to pay under this Agreement is
contingent upon an annual appropriation by the Legislature. If the Department's funding for this Project is in multiple
fiscal years, funds approval from the Department's Comptroller must be received each fiscal year prior to costs being
incurred. See Exhibit "B" for funding levels by fiscal year. Project costs utilizing these fiscal year funds are not eligible
for reimbursement if incurred prior to funds approval being received. The Department will notify the Agency, in writing,
when funds are available.
15.20 Multi -Year Commitment. In the event this Agreement is in excess of $25,000 and has a term for a period of more
than one (1) year, the provisions of Chapter 339.135(6)(a), Florida Statutes, 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 funds are available prior to entering into any such
contract or other binding commitment of funds. Nothing herein contained shall prevent the making of
contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of
the services to be rendered or agreed to be paid for in succeeding fiscal years; and this paragraph shall be
incorporated verbatim in all contracts of the Department which are for an amount in excess of $25,000 and
which have a term for a period of more than 1 year."
16.00 Expiration of Agreement. The Agency agrees to complete the Project on or before December 31, 2022 If the
Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time
period is requested by the Agency and granted in writing by the Department prior to expiration of this Agreement.
Expiration of this Agreement will be considered termination of the Project and the procedure established in Section 8.00
of this Agreement shall be initiated. The cost of any work performed after the expiration date of this Agreement will not
be reimbursed by the Department.
16.10 Final Invoice. The Agency must submit the final invoice on this Project to the Department within 120 days after
the expiration of this Agreement.
17.00 Agreement Format. All words used in this Agreement in the singular form shall extend to and include the plural.
All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to
and include all genders.
18.00 Execution of Agreement. This Agreement may be simultaneously executed in a minimum of two counterparts,
each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one in the
same instrument.
19.00 Restrictions on Lobbying:
19.10 Federal. The Agency agrees that no federally- appropriated funds have been paid, or will be paid by or on behalf
of the Agency, to any person for influencing or attempting to influence any officer or employee of any federal agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with
the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of
any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal
contract, grant, loan or cooperative agreement.
PUBLIC TRANSPORTATION 725-030-06
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 0612016
Page 15 of 17
If any funds other than federally- appropriated funds have been paid by the Agency to any person for influencing or
attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer'or employee of
Congress, or an employee of a Member of Congress in connection with this Agreement, the undersigned shall complete
and submit Standard Form -LLL, "Disclosure of Lobbying Activities," in accordance with its instructions.
The Agency shall require that the language of this section be included in the award documents for all sub - awards at all
tiers (including subcontracts, sub - grants, and contracts under grants, loans and cooperative agreements) and that all
sub - recipients shall certify and disclose accordingly.
19.20 State. No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial
branch or a state agency.
20.00 Vendors Rights. The Agency providing goods and services to the Department should aware of the following
time frames:
a) The Department has 20 days to deliver a request for payment (voucher) to DFS. The 20 days are measured
from the latter of the date the invoice is received or the date the goods or services are received, inspected, and
approved. Approval and inspection of goods or services shall take no longer than 20 days following the receipt
of a complete and accurate invoice.
b) If a payment is not available within 40 days, then a separate interest penalty at a rate established pursuant to
Section 55.03(1), Florida Statutes, will be due and payable, in addition to the invoice amount, to the Agency.
The 40 days are measured from the latter of the date the invoice is received or the date the goods or services
are received, inspected, and approved. Interest penalties of less than one (1) dollar will not be enforced unless
the Agency requests payment. Invoices that have to be returned to the Agency because of Agency preparation
errors will result in a delay in the payment. The invoice payment requirements do not start until a properly
completed invoice is provided to the Department.•A Vendor Ombudsman has been established within DFS. The
duties of this individual include acting as an advocate for Agencies who may be experiencing problems in
obtaining timely payment(s) from the Department. The Vendor Ombudsman may be contacted at (850) 413-
5516.
21.00 Restrictions, Prohibits, Controls, and Labor Provisions. During the performance of this Agreement, the
Agency agrees as follows, and shall require the following provisions to be included in each contract and subcontract
entered into pursuant to this Agreement:
a) A person or affiliate who has been placed on the convicted vendor list following a conviction for a public
entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not
submit a bid on a contract with a public entity for the construction or repair of a public building or public work,
may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not
transact business with any public entity in excess of the threshold amount provided in Section 287.017,
Florida Statutes for CATEGORY TWO for a period of 36 months from the date of being placed on the
convicted vendor list.
b) In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the
discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building
or public work, may not submit bids on leases of real property to a public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity,
and may not transact business with any public entity.
PUBLIC TRANSPORTATION 72 PUBLIC
JOINT PARTICIPATION AGREEMENT TRANSPORTATION
OGC — 06/2016
Page 16 of 17
c) An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further
been determined by the Department to be a non - responsible contractor may not submit a bid or perform
work for the construction or repair of a public building or public work on a contract with the Agency.
d) Neither the Agency nor any of its contractors or their subcontractors shall enter into any contract, subcontract
or arrangement in connection with the Project or any property included or planned to be included in the
Project in which any member, officer or employee of the Agency or the locality during tenure or for two (2)
years thereafter has any interest, direct or indirect. If any such present or former member, officer or employee
involuntarily acquires or had acquired prior to the beginning of tenure any such interest, and if such interest
is immediately disclosed to the Agency, the Agency, with prior approval of the Department, may waive the
prohibition contained in this paragraph provided that any such present member, officer or employee shall
not participate in any action by the Agency or the locality relating to such contract, subcontract or
arrangement. The Agency shall insert in all contracts entered into in connection with the Project or any
property included or planned to be included in any Project, and shall require its contractors to insert in each
of their subcontracts, the following provision:
"No member, officer or employee of the Agency or of the locality during his tenure or for 2 years
thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof."
The provisions of this paragraph shall not be applicable to any agreement between the Agency and its fiscal
depositories or to any agreement for utility services the rates for which are fixed or controlled by a
governmental .agency.
23.00 Employment Eligibility (Using E- Verify). Agency/Vendors /Contractors:
a) 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 Agency during the term of the Agreement; and
b) Shall expressly require any contractors and subcontractors performing work or providing services pursuant
to the Agreement 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 contractor or subcontractor during the
Agreement term.
24.00 Inspector General Cooperation. The Parties agree to comply with Section 20.055(5), Florida Statutes, and to
incorporate in all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes.
25.00 Maintenance of Project. The Agency agrees to maintain any project not on the State Highway System constructed
under this Agreement.
26.00 Federal Grant Number. If the Federal grant number is not available prior to execution of the Agreement, the
Department may unilaterally add the Federal grant number to the Agreement without approval of the Agency and
without an amendment to the Agreement. If this occurs, an updated Agreement that includes the Federal grant number
will be provided to the Agency and uploaded to the Department of Financial Services' Florida Accountability Contract
Tracking System (FACTS).
PUBLIC TRANSPORTATION
JOINT PARTICIPATION AGREEMENT
725- 030 -06
PUBLIC
TRANSPORTATION
OGC — 06/2016
Page 17 of 17
IN WITNESS WHEREOF, the parties hereto have caused these presents be executed, the day and year - first above
written.
AGENCY
Monroe County Airports - Florida Keys
Marathon International Airport
AGENCY NAME
TITLE
DEPARTMENT
1 Dt�
DEPARTMENT OF TRANSPORTATION
Harold Desdunes
TITLE District Director of Transportation
Development
LEGAL REVIEW, DEPARTMENT OF TRANSP RTATION
See attached Encumbrance Form for date of
Funding Approval by Comptroller
Mayor /Chairman
°r$
C) C?
no
.�
."U
- " L
('!7,
'r't
�qT3
Mayor /Chairman
FINANCIAL PROJECT NO. 44136319401
Contract No. GOQ40
EXHIBIT "A"
PROJECT DESCRIPTION AND RESPONSIBILITIES
This exhibit forms an integral part of that certain Joint Participation Agreement
between the State of Florida, Department of Transportation and
Monroe County Airports
The Florida Keys Marathon International Airport
3491 South Roosevelt Boulevard
Key West, FL 33040
referenced by the above Financial Project Number.
PROJECT LOCATION:
The Florida Keys Marathon International Airport
PROJECT DESCRIPTION:
Many of the Airport owned facilities have reached their serviceable age and
require upgrades and improvements. These facilities require work including but not
limited to their infrastructure, structural, MEP and HVAC systems, along with security
improvements. The scope of work will include planning, permitting, design, and
construction.
SPECIAL CONSIDERATIONS BY AGENCY:
The audit report(s) required in paragraph 6.5 of the Agreement shall include a schedule of
project assistance that will reflect the Department's contract number, Financial Project
Number and the Federal Identification number, where applicable, and the amount of state
funding action (receipt and disbursement of funds) and any federal or local funding
action and the funding action from any other source with respect to the project.
SPECIAL CONSIDERATIONS BY DEPARTMENT: None
FINANCIAL PROJECT NO. 4413 6319401
EXHIBIT "B"
PROJECT BUDGET
Contract No.GOQ40
This exhibit forms an integral part of that certain Joint Participation Agreement between
the State of Florida, Department of Transportation and
Monroe County Airports
The Florida Keys Marathon International Airport
3491 South Roosevelt Boulevard
Key West, FL 33040
referenced by the above Financial Project Number.
I. PROJECT COST: $ 162,265.00
TOTAL PROJECT COST: $ 162,265.00
II. PARTICIPATION:
Maximum Federal Participation
FTA, FAA
Agency Participation (non -state sources)
In -Kind (20 %) or $ 32,453.00
Cash
Other
Maximum Department Participation,
Primary (DPTO)(DDR) (80 %) up to $ 129,812.00
Federal Reimbursable (DU)(FRA)(DFTA)
Local Reimbursable (DL)
TOTAL PROJECT COST
$ 162,265.00
"It is the intent of the Department to reimburse the Agency up to 80% of the total non - federal
share of eligible project cost up to the Department's maximum participation amount ".
FINANCIAL PROJECT NO. 44136319401
CONTRACT NO. GOQ40
EXHIBIT C
A VIA T I O N P R O G R A M A S S UR A N CE S
This exhibit forms an integral part of the Joint Participation Agreement between the State of Florida, Department of
Transportation and
A. General
1. Duration: The terms, conditions, and assurances of the Agreement shall remain in full force and effect
throughout the useful life of the facilities developed or equipment acquired for an airport development or noise
compatibility program project, or throughout the useful life of the project items installed within a facility under a
noise compatibility program project, but in any event not to exceed twenty (20) years from the date that the
Agreement is executed. However, there shall be no limit on the duration of the assurances regarding Exclusive
Rights and Airport Revenue so long as the airport is used as an airport. There shall be no limit on the duration of the
terms, conditions, and assurances with respect to real property acquired with state funds.
2. Obligation: The Agency shall honor these assurances for the duration of this Agreement. If the Agency takes
any action that is not consistent with these assurances, the full amount of this Agreement will immediately become
due and payable to the Florida Department of Transportation.
B. General Assurances
The Agency hereby assures that:
1. Good Title: It holds good title, satisfactory to the Department, to the landing area of the airport or site thereof,
or will give assurance satisfactory to the Department that good title will be acquired.
2. Preserving Rights and Powers:
a. It will not take or permit any action which would operate to deprive it of any of the rights and powers
necessary to perform any or all of the terms, conditions, and assurances in the Agreement without the
written approval of the Department, and will act promptly to acquire, extinguish or modify any outstanding
rights or claims of right of others which would interfere with such performance by the Agency. This shall
be done in a manner acceptable to the Department.
b. If an arrangement is made for management and operation of the airport by any agency or person other
than the Agency or an employee of the Agency, the Agency will reserve sufficient rights and authority to
ensure that the airport will be operated and maintained according to applicable federal and state laws,
regulations, and rules.
3. Hazard Removal & Mitigation: It will clear and protect terminal airspace required for instrument and visual
operations at the airport (including established minimum flight altitudes) by removing, lowering, relocating,
marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation
of future airport hazards.
4. Compatible Land Use: It will take appropriate action to ensure local government adoption of airport zoning
ordinances that comply with Chapter 333, F.S. The ordinances shall address height restrictions and other potential
Joint Participation Agreement (JPA) Exhibit C
Page 1
3/13/2009
aviation hazards and limitations on incompatible land uses in the vicinity of the airport. The vicinity of the airport
includes all areas that will be affected by normal aircraft operations and noise.
The Agency assures that it will take appropriate action to oppose and /or disapprove any attempted change in local
land use regulations that would adversely affect the continued level of airport operations by the creation or
expansion of incompatible land use areas. The Agency assures that it will provide the Department with a copy of all
local airport zoning ordinances, codes, rules, regulations, and amendments, including proposed and granted
variances thereto.
5. Consistency with Local Plans: It will take appropriate actions to have the current airport master plan adopted
into the local government comprehensive plan at the earliest feasible opportunity.
6. Airport Layout Plan:
a. It will keep a layout plan of the airport up to date showing:
(1) Boundaries of the airport and all proposed additions thereto, together with the boundaries of all
offsite areas owned or controlled by the Agency for airport purposes and proposed additions
thereto;
(2) Location and nature of all existing and proposed airport facilities and structures (such as
runways, taxiways, aprons, terminal buildings, hangars, and roads), including all proposed
extensions and reductions of existing airport facilities; and
(3) Location of all existing and proposed non - aviation areas and of all existing improvements
thereon.
b. Such airport layout plans and each amendment, revision, or modification thereof, shall be subject to the
approval of the Department. The Agency will not make or permit any changes or alterations in the airport or
any of its facilities that are not in conformity with the airport layout plan as approved by the Department
and which might, in the opinion of the Department, adversely affect the safety, utility, or efficiency of the
airport.
7. Fee and Rental Structure: It will maintain a fee and rental structure for the facilities and services at the airport
which will make the airport as self - sustaining as possible under the circumstances existing at the particular airport
taking into account such factors as the volume of traffic and economy of collection. If this Agreement results in a
facility that will be leased or otherwise produces revenue, the Agency assures that the revenue will be at fair market
value or higher.
8. Airport Revenue: That all revenue generated by the airport will be expended for capital or operating costs of
the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of
the airport and which are directly and substantially related to the actual air transportation of passengers or property,
or for environmental or noise mitigation purposes on or off the airport.
9. Financial Plan: It will develop and maintain a cost - feasible financial plan to accomplish the projects necessary
to achieve the proposed airport improvements depicted in the airport layout plan. The financial plan shall be a part
of the airport master plan. The financial plan shall realistically assess project phasing considering availability of
state funding and local funding and the likelihood of federal funding under the Federal Aviation Administration's
priority system. All project cost estimates contained in the financial plan shall be entered in the Joint Automated
Capital Improvement Program ( JACIP) Online Web site. The JACIP Online information shall be kept current as the
financial plan is updated.
10. Operation & Maintenance: The airport and all facilities which are necessary to serve the aeronautical users of
the airport, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum
standards as may be required or prescribed by applicable federal and state agencies for maintenance and operation.
Joint Participation Agreement (JPA) Exhibit C
Page 2
3/13/2009
The Agency assures that it will not cause or permit any activity or action thereon which would interfere with its use
for airport purposes. Any proposal to temporarily close the airport for non - aeronautical purposes must first be
approved by the Department. The Agency will have arrangements for promptly notifying airmen of any condition
affecting aeronautical use of the airport. Nothing contained herein shall be construed to require that the airport be
operated for aeronautical use during temporary periods when flooding or other climatic conditions interfere with
such operation_ and maintenance. Further, nothing herein shall be construed as requiring the maintenance, repair,
restoration, or replacement of any structure or facility which is substantially damaged or destroyed due to an act of
God or other condition or circumstance beyond the control of the Agency.
11. Economic Nondiscrimination: It will make the airport available as an airport for public use on reasonable
terms and without unjust discrimination to all types, kinds, and classes of aeronautical activities, including
commercial aeronautical activities offering services to the public at the airport.
12. Exclusive Rights: It will permit no exclusive right for the use of the airport by any person providing, or
intending to provide, aeronautical services to the public.
13. Federal Funding Eligibility: It will take appropriate actions to maintain federal funding eligibility for the
airport. Further, it will avoid any action that renders the airport ineligible for federal funding.
14. Termination of Agreement: It will make expenditures or incur obligations pertaining to this Agreement
within two years after the date of this Agreement or the Department of Transportation may terminate this
Agreement. The Agency may request a one -year extension of this two -year time period. The District Secretary
shall have approval authority.
15. Retention of Rights and Interests: It will not sell, lease, encumber, or otherwise transfer or dispose of any
part of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility
program project, that portion of the property upon which state funds have been expended, for the duration of the
terms, conditions, and assurances in the Agreement without approval by the Department.
16. Consultant, Contractor, Scope, and Cost Approval: It will grant the Department the right to disapprove the
Agency's employment of specific consultants, contractors, and subcontractors for all or any part of this project if the
specific consultants, contractors, or subcontractors have a record of poor project performance with the Department.
Further, the Agency assures that it will grant the Department the right to disapprove the proposed project scope and
cost of professional services.
17. Airfield Access: The Agency will not grant or allow easement or access that opens onto or crosses the airport
runways, taxiways, flight line, passenger facilities, or any area used for emergency equipment, fuel, supplies,
passengers, mail and freight, radar, communications, utilities, and landing systems, including but not limited to
flight operations, ground services, emergency services, terminal facilities, maintenance, repair, or storage.
18. Project Development: All project related work will comply with federal, state, and professional standards;
applicable Federal Aviation Administration advisory circulars; and Florida Department of Transportation
requirements per chapter 14 -60, Florida Administrative Code, Airport Licensing, Registration, And Airspace
Protection.
C. Planning Projects
If this project involves planning or other aviation studies, the Agency assures that it will:
1. Project Scope: Execute the project in accordance with the approved project narrative or with approved
modifications.
2. Reports: Furnish the Department with such periodic project and work activity reports as required.
Joint Participation Agreement (JPA) Exhibit C
Page 3
3/13/2009
3. Public Information: Make such material available for examination by the public. No material prepared under
this Agreement shall be subject to copyright in the United States or any other country.
4. Disclosure: Grant the Department unrestricted authority to publish, disclose, distribute, and otherwise use any of
the material prepared in connection with this Agreement.
5. Department Guidelines: Comply with Department airport master planning guidelines if the project involves
airport master planning or developing an airport layout plan. This includes:
a. Providing copies, in electronic and editable format, of final project materials to the Department. This
includes computer -aided drafting (CAD) files of the airport layout plan.
b. Developing a cost - feasible financial plan, approved by the Department, to accomplish the projects
described in the airport master plan or depicted in the airport layout plan. The cost - feasible financial plan
shall realistically assess project phasing considering availability of state and local funding and the
likelihood of federal funding under the Federal Aviation Administration's priority system.
c. Entering all projects contained in the cost - feasible plan out to twenty years in the Joint Automated
Capital Improvement Program (JACIP) database.
6. No Implied Commitments: Understand and agree that Department approval of this project Agreement or any
planning material developed as part of this Agreement does not constitute or imply any assurance or commitment on
the part of the Department to approve any pending or future application for state aviation funding.
D. Land Acquisition Projects
If this project involves land purchase, the Agency assures that it will:
1. Applicable Laws: Acquire the land interest in accordance with the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970; the National Environmental Policy of 1969; FAA Order 5100.37A; FAA
Order 5050.4A.; chapters 73 and 74, F.S., when property is acquired through condemnation; and section 286.23,
F.S.
2. Administration: Maintain direct control of project administration, including:
a. Maintaining responsibility for all contract letting and administrative procedures necessary for the
acquisition of the land interests.
b. Securing written permission from the Department to execute each agreement with any third party.
c. Furnishing a projected schedule of events and a cash flow projection within twenty (20) calendar days
after completion of the review appraisal.
d. Establishing a project account for purchase of land interests.
e. Collecting and disbursing federal, state, and local project funds.
3. Loans: Comply with the following requirements if the funding conveyed by this Agreement is a loan for land
purchase according to Chapter 332, F.S.:
a. The Agency shall apply for a Federal Aviation Administration Airport Improvement Program grant for
the land purchase within 60 days of executing this Agreement.
b. If federal funds are received for the land purchase, the Agency shall notify the Department by U.S.
Mail within 14 calendar days of receiving the federal funds and is responsible for reimbursing the
Joint Participation Agreement (JPA) Exhibit C
Page 4
3/13/2009
Department within 30 calendar days to achieve normal project federal, state, and local funding shares
as described in Chapter 332, F.S.
c. If federal funds are not received for the land purchase, the Agency shall reimburse the Department to
achieve normal project state and local funding shares as described in Chapter 332, F.S., within 30 calendar
days after the loan matures.
d. If federal funds are not received for the land purchase and the state funding share of the land purchase is
less than or equal to normal state and local funding shares as described in Chapter 332, F.S., when the loan
matures, no reimbursement to the Department shall be required.
4. New Airports:
a. Protect the airport and related airspace by ensuring local government adoption of an airport zoning
ordinance or amending an existing airport zoning ordinance, consistent with the provisions of Chapter 333,
F.S., prior to the completion of the project.
b. Apply for federal and state funding to construct a paved runway, associated aircraft parking apron, and
connecting taxiway within one year of the date of land purchase.
c. Complete an airport master plan within two years of land purchase.
d. Complete construction necessary for basic airport operation within ten years of land purchase.
5. Use of Land: The Agency shall use the land for aviation purposes in accordance with the terms of this
Agreement within ten years after the acquisition date.
6. Disposal of land: For land purchased under an Agreement for airport noise compatibility or airport development
purposes, disposition of such land will be subject to the retention or reservation of any interest or right therein
necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated
with operation of the airport.
E. Aviation Construction Projects
If this project involves construction, the Agency assures that it will:
1. Certifications: Provide certifications that:
a. Consultant and contractor selection comply with all applicable federal, state and local laws, rules,
regulations, and policies.
b. All design plans and specifications comply with federal, state, and professional standards and applicable
Federal Aviation Administration advisory circulars.
c. The project complies with all applicable building codes and other statutory requirements.
d. Completed construction complies with the project plans and specifications. Such certification must
include an attestation from the Engineer that the project was completed per the approved project plans and
specifications.
2. Design Development Criteria: The plans, specifications, construction contract documents, and any and all
other similar engineering, construction, and contractual documents produced by the Engineer for the project is
hereinafter collectively referred to as "plans" in this Exhibit.
Plans shall be developed in accordance with sound engineering and design principles, and with generally accepted
professional standards.
Joint Participation Agreement (JPA) Exhibit C
Page 5
3/13/2009
Plans shall be consistent with the intent of the project as defined in Exhibits "A" and `B" of this Agreement.
The Engineer shall perform a thorough review of the requirements of the following standards and make a
determination as to their applicability to this project. Plans produced for this project shall be developed in
compliance with the applicable requirements of these standards:
• Federal Aviation Administration Regulations and Advisory Circulars
• Florida Department of Transportation requirements per chapter 14 -60, Florida Administrative Code, Airport
Licensing, Registration, And Airspace Protection
• Florida Department Of Transportation Standard Specifications For Construction Of General Aviation Airports
• Manual Of Uniform Minimum Standards For Design, Construction And Maintenance For Streets And
Highways, commonly referred to as the Florida Greenbook
• Manual on Uniform Traffic Control Devices
Development of the plans shall comply with all applicable laws, ordinances, zoning and permitting requirements,
public notice requirements, and other similar regulations that apply to the scope and location of the project.
3. Construction Inspection & Approval: Provide and maintain competent technical supervision at the
construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules
approved by the Department for the project. The Agency assures that it will allow the Department to inspect the
work. The Department may require cost and progress reporting by the Agency.
4. Pavement Preventative Maintenance: With respect to a project for the replacement or reconstruction of
pavement at the airport, implement an effective airport pavement maintenance management program and the
Agency assures that it will use such program for the useful life of any pavement constructed, reconstructed, or
repaired with state financial assistance at the airport.
F. Noise Mitigation Projects
If this project involves noise mitigation, the Agency assures that it will:
1. Local Government Agreements: For all noise compatibility projects that are carried out by another unit of
local government or are on property owned by a unit of local government other than the Agency, enter into an
agreement with that government. The agreement shall obligate the unit of local government to the same terms,
conditions, and assurances that apply to the Agency. The agreement and changes thereto must be satisfactory to the
Department. The Agency assures that it will take steps to enforce the agreement if there is substantial non-
compliance with the terms of the agreement.
2. Private Agreements: For noise compatibility projects to be carried out on privately owned property, enter into
an agreement with the owner of that property to exclude future actions against the airport. The Agency assures that it
will take steps to enforce the agreement if there is substantial non - compliance with the terms of the agreement.
G. Safety Requirements
In accordance with Florida Statute 341.061, the Agency shall submit, and the Department shall have on file, annual
certification by the Agency of compliance with it system safety security program plan, pursuant to Rule 14- 15.017
and the "Safety and Security Oversight Program Standard Manual', FDOT Topic Number 725- 030 -014.
Joint Participation Agreement (JPA) Exhibit C
Page 6
3/13/2009
EXHIBIT D
STATE FINANCIAL ASSISTANCE (FLORIDA SINGLE AUDIT ACT)
THE STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING:
SUBJECT TO SECTION 215.97, FLORIDA STATUTES:
Awarding Agency: Florida Department of Transportation
State Project Title: AVIATION DEVELOPMENT GRANTS
CSFA Number: 55.004
*Award Amount: $129,812.00
*The state award amount may,change with supplemental agreements
Specific project information for CSFA Number 55.004 is provided at: https: // apps. fldfs .com /fsaa /searchCataloa.aspx
COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO THIS
AGREEMENT:
State Project Compliance Requirements for CSFA Number 55.004 are provided at:
https:Happs.fldfs.com /fsaa /searchCompliance.aspx
The State Projects Compliance Supplement is provided at: https:// apps .fldfs.com /fsaa /compliance.aspx
To: Sunshine .Cayubit @dot.state.fl.us
FLORIDA DEPARTMENT OF TRANSPORTATION
FUNDS APPROVAL
GOQ40
9/25/2017
CONTRACT INFORMATION
Contract:
G0040
Contract Type:
GD - GRANT DISBURSEMENT (GRANT)
Method of Procurement:
G - GOVERMENTAL AGENCY (287.057.F S)
Vendor Name:
MONROE COUNTY BOCC
Vendor ID:
F596000749053
Beginning Date of This Agreement:
09/21/2017
Ending Date of This Agreement:
12/31/2022
Contract Total /Budgetary Ceiling:
ct = $129.812.00
Description:
FL KEYS MARATHON AIRPORT BUILDING AND SECURITY IMPROVEMENTS
FUNDS APPROVAL INFORMATION
FUNDS APPROVED /REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER ON 9/25/2017
Action:
Original
Original
Reviewed or Approved:
APPROVED
APPROVED
Organization Code
55062020629
55062020629
Expansion Option
A9
A9
Object Code
751000
751000
Amount:
$128,249.00
$1,56300
Financial Project
44136319401
44136319401
Work Activity (FCT):
215
215
CFDA:
Fiscal Year
2018
2018
Budget Entity
55100100
55100100
Category/Category Year:
088719/18
088719/18
Amendment ID
0001
0001
Sequence
00
01
User Assigned ID
Enc Line (6s) /Status
0001/04
0002/04
Total Amount: $129,812.00
Pagel of 1