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Resolution 387-1988 Art Skelly Director of Airports RESOLUTION NO. 387 -1988 A RESOLUTION OF THE BOARD OF COUNTY COMMIS- SIONERS OF MONROE COUNTY, FLORIDA, AUTHORIZ- ING THE MAYOR/CHAIRMAN OF THE BOARD TO EXECUTE A JOINT PARTICIPATION AGREEMENT BY AND BETWEEN THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, DIVISION OF PUBLIC TRANS- PORTATION OPERATIONS, AND THE COUNTY OF MONROE FOR THE PURPOSE OF RENOVATING THE AIRPORT TERMINAL BUILDING AT THE KEY WEST INTERNATIONAL AIRPORT. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, that the Mayor/Chairman of the Board is hereby authorized to execute a Joint Participation Agreement by and between the State of Florida Department of Transportation, Division of Public Transportation Operations, and the County of Monroe, a copy of same being attached hereto, for the purpose of renovating the Airport Terminal Building at the Key West Interna- tional Airport. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 16th day of August, A.D. 1988. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By g&;;~ ~ ay al.rman (Seal) Attest:Dl.1.NNY L. KOLHAGE, Clerk ../2.1, /J~I,I)~ APPRJWEl'JA~TO ORM AND t~ S 'FF/ tENCY. BY" t Attorney's Office ".\~"'''. "\~~.'-'\"'. '.' ,....-.~'.fir..~/....:' . .,'. . '~I;. .J~.;.~.:;..~... ~.,,/ ........ ":" . ::'~ /..~~:.. ;L:.~~. :.(~. ~ .,.' :':~': '~':~.'.~':.. . Fo... '101.01 .::: Jtn: 'IU .... ;' . I '. ; . '.0 . . " .a............===================================.============ WPI No.: 6826662 Fund: 010 . SAMAS Approp: 050098. ". 1P:>wJ;.J.'- Function: 637 SAMAS Obj.: 790050 Job No.: FA.. No.: .Org. Code: b-S;~,;;1.0;20~;tB Contract No.: Vendor No.: 'Ir.5JiltJtJ07"1-9{)fJG": ....a~=.===========================================~========== STATE OF n.ORmA DEPARTMENT OF TRANSPORTATION DMSION OF PUBLIC TRANSPORTATION OPERATIONS JOINT PARTICIPATION AGREEMENT TIiIS AGREEMENT. made and entered into this J'l:1t day of ~Ii."t . 19 lI-. by aDd between the STATE OF FLORIDA DEPARTMENT OF ORTATION, an aleDcy ot the State of Florida, hereinafter called the Department, and . County of Honroe hereinafter called the Agency. WIT N E SSE T H: WHEREAS, the Agency has the authority to enter into said Agreement and to undertake the Project bereiuaCter desaibed, 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 SystCD1.; . NOW. nIEREFORE, in consideration of the mutual covenants,. promises and representations herein, the parties agree as tollows: 1.00 Purpose or Agreement; The purpose of this Agreement is to provide for the undertaking of ~~~yat1ng the Airport T~~inal Building at ~~.W~st International Airport. ~.. and as further desaibc:d in Exhibit(s)A ,B, & C attached hereto and by this reference made a part hereof, hereinafter called the Project, and to provide Departmental fmandal assistance to the Agency and state the terms and conditions upon which such assistance will be provided and the understandings as to the JDaDDer in which the Project will be undertaken and completed. Fonn 801-01 6/88 - .t ,." i 6.00 Project Budget and Disbursement Scbedule: 6.10 The Project Budget: Prior to the execution of this Agreement, a Project Budget, Exhibit .B", shall be prepared by the Agency and approved by the Department. The Agency shall maintain said budget, carry. out . the Project and shall incur obligations against and make disbursements of Project f1.mds oo1y in conformity with the latest approved budget for the Project. The budget may be revised periodically, but no budget revision shall 'be effective unless it complies with fund participation requirements established in Article 4.00 of this Agreement and is approved by Q1c Department Comptroller. . .. 6.20 Schedule or Disbursements: The Agency shall provide the Department with a time-phased schedule of the Department funds to be expended on the Projeft~ _ This schedule shall show estimated disbursements for the entire term of the Project by quarter of fiscal year in accordance with Department fiscal policy. The schedule may be divided by Project phase where such division is determined to be appropriate by the Department. Any significant deviation from the approved schedule in Exhibit "B" requires submission of a supplemental schedule by the agency. 7.00 Accounting Records: 7.10 Establishment and Maintenance of Accounting Records: The Agency shall establish for the Project, in conformity with uniform requirements established by the Department to facilitate the administration of the financing program, 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". The Project Account shall be made available upon request by the Department any time during the period of the Agreement and for five years after fmal payment is made. 7.20 Funds Received Or Made Available for The Project: The Agency shall appropriately record in the Project Account, and deposit in a bank or trust company which is a member of the Federal Deposit Insurance Corporation, all payments received by it from the Department pursuant to this Agreement and all other funds provided for, accruing to, or otherwise received on account of the Project, which Department payments and other funds are herein collectively referred to as "Project Funds". The Agency Shall require depositories of Project Funds to secure continuously and fully all Project Funds in excess of the amounts inslired under Federal plans, or under State plans which have been approved for the deposit of Project funds by the Department, by the deposit or setting aside of collateral of the types and in the manner as prescribed by State Law for the security of public funds, or as approved by the Department. 7.30 Costs Incurred Cor the Project: The Agency shall charge to the Project Account all eligible costs of the Project. Costs in excess of the latest approved budget or attributable to actions which have not received the required approval of the Department shall not be considered eligible costs. 7.40 Documentation of Project Costs: All costs charged to the Project, including any approved services contnbuted by the Agency or others, shall be supported by properly executed payrolls, time records, invojces, ~ontracts, or vouchers evidencing in proper detail the nature and propriety of the charges. 7.50 Checks, Orders, and Vouchers: Any check or order drawn by the Agency with respect to any item which is or will be chargeable against the Project Account will be drawn only in accordance with a properly signed voucher then on file in the office of the Agency stating in proper detail the pwposc 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 3 Form 801-01 6/88 . ~ identified, readily accessible, and, to the extent feasible, kept separate and apart from all other such documents. 7.60 Audit Reports: The Agency shall provide for each of its f!Seal years for which the Project Account remains open, an audit report prepared either by its official auditor or audit agency or an independent ~rtified public accountant, reflecting in detail the use of the funds of the Department, the Agency, and those from any other source with respect to the Project. Audits shall be performed in accordance with generally accepted governmont auditing standards for financial and compliance audits and OMB Circulars A-128 or A-llO. ..: 8.00 Requisitions and Payments: shall: 8.10 Preliminary Action by the Agency: In order to obtaip- any Department funds, the Agency 8.11 File with the Department of Transportation, District Six, 602 South Miami Avenue, Miami Florida, 33130 its requisition on form or forms prescribed by the Department, and such other data pertaining to the Project Account (as defIned in Section 7.10 hereof) and the Project ~ the Department may require, to justify and support the payment requisitions, including (1) the date the Agency acquired the property (2) a statement by the Agency certifying that the Agency has acquired said property and (3) if the requisition covers the acquisition of real property, a statement signed by the Agency attorney certifying that the Agency has acquired said real property. (3A) a statement that two independent appraisals were obtained (4) actual consideration paid for real property 8.12 Comply with all applicable provisions of this AgreeJUent. 8.20 The Department's Obligations: Subject to other provisions hereof, the Department will honor such requisitions in amounts and at times deemed by the Department to be proper to ensure the carrying out of the Project and payment of the eligible costs. However, notwithstanding any other provision of thiS Agreement, the Department may elect by notice in writing not to make a payment on Project Account if: 8.21 Misrepresentation: The Agency shall have made misrepresentation of a material nature in its application, or any supplement thereto or amendment thereof, or in or with respect to any document of data furnished therewith or pursuant hereto; 8.22 Litigation: There is then pending litigation with respect to the performance by the Agency of any of its duties or obligations which may jeopardize or adversely affect the Project, the Agreement, or payments to the Project. 8.23 Acceptance by Department: The Agency shall have taken any action pertaining to the Project which under this agreement requires the acceptance of the Department or has made related expenditure or incurred related obligations without having been advised by the Department that same are acceptable. 8.24 Conflict of Interests: There has been any violation of the conflict of interest provisions contained herein. 8.25 Default: The Agency has been determined by the Department to be in default under any of the provisions of the Agreement. 4 F\:)rm 801-01 6/88 . ~ 1.30 Disallowed Costs: In determUiing the amount of the financing payment, the Department will exclude all Projects costs inc1J!I'ed by the Agency prior to t?e effective .date of this Agreement, costs which are not provided for' in the latest approved budget for the Project, and costs attributable to goods or services received under a contract or other arrangements which have not been approved in writing by the Department. 9.00. Termination or Suspension of Project: 9.10 Termination or Suspension Generally: If the Agency abandons or, before completion, fInally discontinues the Project; or if, by reason of any of the events or conditions set forth in Paragraphs 8.21 to 8.25 inclusive, of Section 8.20 hereof, 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 may, by written notice to the Agency, suspend any or all of its obligations under this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected, or the Department may terminate any or all of its obligations under this Agreement. 9.11 Action Subsequent to Notice of Termination or Suspension. Upon receipt of any fmal termination or suspension notice under this Section, the Agency shall proceed promptly to carry' out the actions required therein which may include any or all of the following: (1) necessary action . tb 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 acceptance of a remittance by the Agency or the closing out of Federal fmancial participation in the Project shall not constitute a waiver of any claim which the Department may othenvise have arising out of this Agreement. 10.00 Remission of Project Acco1l.nt Upon Completion of Project: Upon completion of the Project, and after payment, provision for payment, or reimbursement of all Project costs payable from the Project Account is made, the Agency shall remit to the Department its share of any unexpended balance in the Project Account. 11.00 Audit and Inspection: The Agency shall permit, and shall require its contractors to permit, the Department's authorized representatives to inspect all work, materials, payrolls, records; and to audit the books, records and accounts pertaining to the fmancing and development of the Project. U.OO Contracts of the Agency: U.I0. Third Party Agreements: Except as otherwise authorized in writing by the Department, the Agency shall. not execute any contract or obligate itself in any manner requiring the. disbursement of Department joint participation funds, including consultant or construction contracts or amendments thereto, with any third party with respect to the Project without the written concurrence of the Department. Failure to obtain such concurrence shall be suffIcient cause for nonpayment by the Department as provided in paragraph 8.23. The Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same. 5 . Form 801-01 6/88. I ~ ., 12.20 Compliance with Consultants" Gompetitive Negotiation Act: It is understood and agreed by the parties hereto that participation by the Department in a. proj~ct 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 Section 287.055, Florida Statutes, Consultants Competitive Negotiation Act. As a further condition, the agency will involve the Department in the Consultant Selection Prw:ess for' all projects. In all cases, the Agency's Attorney shall certify to the Department that selection has been accomplished in compliance with the Consultant's Competitive Negotiation Act. 12.30 Minority Business Enterprise (MBE) Policy and Obligation: . . 12.31 MBE Policy: It is the policy of the Department that minority business enterprises as defined in 49 CFR Part 23, as amended, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with ...oepartment funds under this agreement. The MBE requirements of 49 CFR Part 23, as amended, apply to this agreement. 12.32 MBE Obligation: The Agency and its contractors agree to ensure that Minority Business Enterprises as' dermed in 49. C.F.R. Part 23, as amended, have the maximum opportunity to participate in the performance of contracts and this Agreement. In this regard, all recipients,. and contractors shall take all necessary and reasonable steps in accordance with 49 C.F.R. Part 23; as amended, to ensure that the Minority Business Enterprise have the maximum opportunity to compete for and perform contracts. Grantees, recipients and their contractors shall not discriminate on the basis of race, color, n~tional origin or sex in the award and performance of Department assisted contracts. 12.33 Disadvantaged Business Enterprise (DBE) Obligations: If Urban Mass Transportation Administration or Federal Highway Administration Funding is a part of this project, the the Agency must comply with Subpart (E) of CPR 49, Part 27, as amended. 13.00 Restrictions, Prohibitions, Controls, and Labor Provisions: 13.10 Equal Employment Opportunity: In connection with the carrying out of any Project, the . Agency shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin. The Agency will take afftrmative 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 payor 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 of operation of the Project, except contracts for the 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 an~ applicants for employment for Project work, notices to be provided by the Department setting forth .the provisions of the nondiscrimination clause. 13.20 Title VI . Civil Rights Act of 1964: The Agency will comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (78 Statute 252), the Regulations of the Federal Department of Transportation issued thereunder, and the assurance by the Agency pursuant thereto. 1330 Prohibited Interests: Neither the Agency nor any of its contractors or their subcontractors shall enter into any contract, subcontract, or arrangement in connection with the Project or any property included or planned to be included in the Project, in which any member, officer, or employee 6 L ~l!tp ~::lp~O 'II! 8t1!1!-l^\ 'II! lU::lUI1Ied::la :lql 4!~ou ::lJUO ~l! lI!^\ hU::l8y ::lq~ 'A\l!l ::l~l!~S :llq~!}ddl! AUl! ::l~l!(0!A ~U::lW:):>>.I8y :>>tp }O suo!s!Ao.Id ::ltp ]0 AUl! 1! ~1!q~ 'P::lP!A01d :A\1!l :>>~1!lS ::1lq~!}ddl! AUl! ]0 UO!lU::lA1!.I~UO:) tl! ~U!tp ~::lqlo AUl! Op .10 Pl! .I::ll{10 AUl! 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AUl! !rnq l::lij1!::l~::ltp J1!::lA ::lUO 10J lO ::l~U.::l~ srq 8apnp Alrre:x>1 ::1tp lO hU::l8y ::ltp JO I !: ., -8'8/9 10-108 WJo~ . Form 801-01 6/88 . .j appropriate changes and modifications may he made by the Department and the Agency to the end that the Agency may proceed as. soon as possible with the Project_ 14.70 Use and Maintenance of Project Facilities and Equipment: The Agency agrees that the . Project facilities and. equipment will be used by the Agency to provide or support public transportation for the periQd of the useful life of such facilities and equipment as determined in accordance with general accounting standards and approved by the Department. The Agency further agrees to maintain the Project facilities and equipment in good 'working order for the useful life of said facilities or equipment. : .: 14.80 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 the Office of Management and Budget Circular A-102, Attachment N, 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. S~d proportional amount shall be determined on the basis of the ratio of the Department financing of the facility or equipment as provided in this Agreement. 14.90 Contractual Indemnity: To the extent permitted by law, the Agency shall indemnify, . defend, save, and hold harmless the Department and all its officers, agents or employees from all suits, actions, claims, demands, liability of any nature whatsoever arising out of, because of, or due to breach of the agreement by the Agency or .its subcontractors, agents or employees or due to any negligent act, or occurrence of omission or commission of the Agency, its subcontractors, agents or employees. Neither the Agency nor any of its agents will be liable under this section for damages arising out of injury or damage to persons or property directly caused or resulting from the sole negligence of the Department or any of its officers, agents or employees. The parties agree that this clause shall not waive the benefits or provisions of Section 768.28 F. S. or any similar provision of law. 15.00 Plans and Specifications: In the event that this contract involves the purchasing of capital equipment or the constructing and equipping of facilities, the Agency shall submit to the Department for acceptance all appropriate plans and specifications covering the Project. The Department will review all plavs and specifications and will issue to the Agency written concurrence with any approved portions of the Project and comments or recommendations concerning any remainder of the Project deemed appropriate. After resolution of these comments and recommendations to the Department's satisfaction, the Department will issue to the Agency written concurrence with said remainder of the Project. Failure to obtain this written authorization shall be sufficient cause for nonpayment by the Department as provided in Paragraph 8.23. 16.00 Agency Certification: The Agency will certify in writing prior to project closeout that the project was completed in accordance with applicable plans and specifications, is in place on the agency Facility, that adequate title is in the Agency and that the project is accepted by the Agency as suitable for the intended purpose. 17.00 .Appropriation of Funds: 17.10 The State of Florida's performance and obligation to pay under this contract IS contingent upon aD. annual appropriation by the Legislature. 17.20 Multi-Year Commitment: In the event this contract is in excess of $25,000 or has a term for a period of more than one year, the provisions of Chapter 339.135(8) (a), Florida Statutes, are hereby incorporated: ~ Form 801-61 6/88 . .'. "," "- . I .'J. _ . .(a) The - Department, during 'any fiscal year, shall . not expend money, incur any liability, or enter luto any contract whi~. by its terms involves the expenditure of money in excess of the amounts budgeted as available:.for expenditure during such fiscaCyear. .Any contract, verbal or written, made in violation of this subsection shall be null and void, and no money shall be paid thereon. 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 shall prevent the making of co.ntracts for a period exceeding one 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 iD..1ill. contracts: of the Department which are for an amount in excess of twenty-five thousand dollars and having a term for a period of more than one year." .~. . 18.00 Expiration or Contract: The establishment of a time ilCriod for completion of the Project (IS)(IXXD) applicable. If applicable, the Agency agrees to complete the Project within 1000 calendar days from the date first shown in this contract. If the Agency does not complete the Project within this time period, this contract will expire unless an extension of the time period is granted to the Agency in writing by the Deputy Assistant Secretary, District Six Expiration of this contract will be considered termination of the Project and the procedure established 10 Paragraph 9.00 of this contract shall be initiated. 19.00 Agreement Format: All words used herein in the singular form shall extend to and include the plural. All words used in the .plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. 20.00 Execution of Agreement: This contract may be simultaneously executed in a mUllIIlUID of two counterparts, each of which so executed sball be deemed to be an original, and such counterparts together shall constitute one in the same instrument. 9 " '.;'" ." 4 ,./'7I....r:. . ... Form' 801-01 ,,6/88::'.. .. . ." ..... ',.,.- "'- -,., ;, .,. VVPI NO. 6826662. . - JOB NO. AGREEMENT DATE ~ IN WITNESs WHEREOF, 'the parties hereto have caused these: ,..presents be executed, the day and year first above written. AGENCY DATE FUNDING APPROVED BY COMPTROLLER'S OFFICE-(SEE ATTACHED ENCUMBRANCE FOAA1) BY'&'S"~~, ,t" G/'- . Tm.E: iliA.". b~/..' If} ( ATI'EST: (SEAL) APPROVED AS TO FORM, LEGALIlY DANNY L. KOLHAGE, Clerk ~~~1/).~ ATTORNEY DEPARTMENT OF TRANSPORTATION DEPUlY ASSISTANT SECRETARY OF TRANSPORTATION OR DIREcrOR OF PLANNING AND PROGRAMS '" /~'~r;iC![.1. t;1~ ATI'EST: BY (SEAL) A ttornoy'...: :...t.!'!r/) EXECUI'IVE SECRETARY OR NOTARY 10 WPI No. 6826662 Job No. EXHIBIT "A" =.: PROJECr DESCRIPI'ION AND RESPONSIBUTIES This exhibit fonns an integral part of that certain Joint Participation Agreement between the STATE OF FLORIDA, DEPARIMENI' OF 'IRANSPORTATION aOO the OOUNIY OF ~{)NROE dated ~. PROJECf : Key West International Airport PROJECf DESCRIPTION: Renovating Airport Tenninal Building PARAQW>H 4.10. OF 1HE JOINT PARTICIPATION AGREEMENT If this Agreement is executed prior to furrling being available aOO approved by the Department Comptroller, note the coOOitions of Paragraph 4.10 of this Agreement. SPECIAL CONSIDERATIONS BY PUBLIC AGENCY N.H; SPECIAL CONSIDERATIONS BY DEPAR1MENT ~ 1 of 1 .' . .1 I WPI No. 6826662 Job No. EXHIBIT "B" : .,' PIOJfJ:I' aEI' AND CASHFlGl nus 'exhibit fo11llS an integral part of tha-t certain Joint partl=tlon Agreement between the srA1E OF FlOlUDA., IEPAR'IHEm' OF TIttlE ).n~ aOO the COUNIY OF KlNROE dated --..!l--II... tt . 1.. PII>JECT COOT ; WPI M). 6826662 Amount $1,000,000.00 'IUI'AL PBOJECT cosr $1,000,000.00 II. FtH> PARTICIPATION: Federal Participation FAA, :EM Public Agency Participation Cash (50i.) $ 500,000.00 (257.) $ 250,000.00 (257.) $ 250,000.00 'IUI'AL PROJECr COST $1,000,000.00 III ~ ES'J'IMATED CASHflGl OF srATE FUIDS ($ x 1000) I i ~.' Fiscal Year ty 8lJ/89 lY 89/90 1st Qtr. 200 Qtr. 3m Qtr. 4th Qtr. o 0 0 125 125 0 0 0 1 of 1 . , WPI No. 6826662, Job No. EXHIBIT "C" ~UIRED SUBMITTAlS/CERTIFICATIONS AND BAS FOR 'IHEIR ACCEPTANCE BY THE DEPAR1MENT This exhibit forms an integral part of that certain Joint Participation Agreement between the STA1E OF FlORIDA, DEPAR'IMENI' OF TRANSPORTATION aoo the COUNTY OF MJNROE dated "..,t... .., SUJt.fITTAL/CERTIFICATION RESPONSIBILI1Y Consultant Selection Compliance Agency Certification Department Letter Department Letter Agency Certification Agency Certification Agency Certification Design Submittal Construction/Procurement MBE Compliance Safety Comp~iance Auiit Repotts 1, of 1