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Resolution 2007-215 RESOLUTION 2007- 215 A RESOLUTION OF THE BOARD OF COUNTY COMMISIONERS OF COLLIER COUNTY, FLORIDA MEMORIALIZING THE BOARD'S APPROVAL OF THE JOINT PARTICIPATION AGREEMENT (JPA) WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION FOR ROADWAY CONSTRUCTION AND CONSTRUCTION ENGINEERING INSPECTION SERVICES ON SR 84 (DAVIS BOULEVARD) FROM RADIO ROAD TO CR 951 AND AUTHORIZING THE CHAIRMAN TO SIGN THAT AGREEMENT AT THE JULY 24, 2007 MEETING. WHEREAS, at the July 24, 2007 meeting of the Board of County Commissioners the Board approved a Joint Participation Agreement (the "JPA") with the Florida Department of Transportation for roadway construction and construction engineering inspection services on 84 (Davis Boulevard) From Radio Road to CR 951 (FM # 1954165 58/6801) and authorized the Board of County Commissioners, through its Chairman, to enter into the JP A with the Florida Department of Transportation; and WHEREAS, the Florida Department of Transportation requires the Board provide a resolution memorializing and confirming the Board's aforementioned affirmative vote to approve the agreement and authorize the Chairman to execute the JP A; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that; On July 24, 2007, the Board of County Commissioners approved by majority vote the JPA and authorized its chairman to execute that agreement. A certified copy of this Resolution will be forwarded by the Collier County Clerk to FDOT along with the executed Agreement. This Resolution is hereby adopted after motion, second and majority vote this 24th day of July 2007. .,-. ATTHS.t: ,~. DWIGHT E. BR<)CK, CLERK BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, F ORIDA (~V~lli,~J&Cl~rLt k- . Attest Il,P€8~<1. .. 1;gnature 01\1- By / JA ES COLETTA, CHAIRMAN 110J ,.... , Il ~ ., 'I . . l''''' FM #195416 5 58 01 JOINT PROJECT AGREEMENT BETWEEN THE ST ATE OF FLORIDA DEPARTMENT OF TRANSPORT AnON AND COLLIER COUNTY This is an Agreement by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, (hereinafter, "DEPARTMENT") and COLLIER COUNTY, FLORIDA, (hereinafter, "COUNTY") for roadway construction and construction engineering inspection (CEI) ~ :5 services on SR 84 (Davis Boulevard) from Radio Road to CR 951. ~= =~ = = = -~ <J _ = C> = <J -, - c~., ~ l.r") ~ (:---.I 5 c:-....J L) ~ = == .... pq.....:l ~ ~u 0... c:; 1:00';- <J <J C> I-~~ ~--t ~:--) ~ .,.; .=:j1 ~ E-< <J '" = co -... p<:....... cc: -::I ~ ,0 ~x <J _ C-...J ;;::~ 1....0 ~~ '<:::f1 "', <,;:" .:---:. ...o:.C:~ 'r--I +-> m 'r--t ~:; ~ .Q"' = c_., c--.> 1><'1-_ =~ == C> -_ <J _ == = = C> C> ~ - '" =~ p:;- ..., C> = = "'= ~ <J ~ ~P<-<c..-" ~-- C> ~ .,::..:: ~r--- "": l::>:: pq ->-' PQ E- ~-o 0' __~ = M p~ It....> ...... I>Q WITNESSETH I. WHEREAS, the COUNTY in accordance with Section 339.12(4)( c) is requesting to enter into an advancementlreimbursementjoin! project agreement outside the five year adopted work program (LFRF) for the roadway construction and construction engineering inspection (CEI) services of SR 84 (Davis Boulevard) from Radio Road to CR 951 under FM # 195416 5 58/68 01 (hereinafter, "PROJECT"); and 2. WHEREAS, said PROJECT is on the State Highway System, and is not revenue producing; and 3. WHEREAS, the COUNTY is willing to advance fund and undertake the PROJECT in fiscal year 2007/2008 and thc DEPARTMENT is willing to reimburse the COUNTY for costs directly related to the construction, construction engineering and inspection (hereinafter, "CEI"), for the PROJECT as described herein; and 4. WHEREAS, the COUNTY by Resolution No. en - ;)\"dated the Jl:L~ay of "'\ ~"-~ ' 2007, a copy of which is attached hereto and made a part hereof, has authorized the Chair' nor designee to enter into this Agreement. NOW THEREFORE, in consideration of the mutual benefits to be derived from joint participation in this Agreement, the parties agree as follows: 1. SERVICES AND PERFORMANCE A) The COUNTY shall undertake the construction and CEI of the project and the DEPARTMENT shall pay for said services, as stated in the PAYMENT TERMS section, provided they are performed in accordance with the DEPARTMENT'S specifications and the terms and conditions in this Agreement. B) The PROJECT consists of construction and (CEI) services ofSR 84 (Davis Boulevard) from Radio Road to CR 951. C) The COUNTY shall undertake the Project, with its own forces or through a contractor, in accordance with DEPARTMENT'S standards, specifications, permit requirements, and all applicable federal, state and local statutes, rules and regulations. The COUNTY shall be responsible for obtaining clearances/permits required for the construction of the Project from the appropriate permitting authorities. o~ .r") '"'-J '"'-J ,~ ,::>.... .- ,---t ,.".., 0"" ,:::>::: c:) lOG FM # 195416-5-58/68-01 COLLIER COUNTY Page 2 of 10 D) The DEPARTMENT will be entitled at all times to be advised, at its request, as to the status of work being done by the COUNTY and details thereof. Coordination shall be maintained by the COUNTY with representatives of the DEPARTMENT. E) The COUNTY shall not sublet, assign or transfer any work under this Agreement without prior written consent of the DEPARTMENT. F) Ifapplicable, the DEPARTMENT must approve any consultant selected for the PROJECT. The COUNTY shall certiry that the consultant has been selected in accordance with the Consultants' Competitive Negotiation Act, F.S. 9287.055. Any consultant, including any sub-contractor or sub-consultant, shall be qualified with the DEPARTMENT as required by DEPARTMENT regulations and applicable law. G) All tracings, plans, specifications, maps and/or reports prepared or obtained under this Agreement shall be considered works made for hire and shall become the property of the DEPARTMENT without restriction or limitation on their use. The DEPARTMENT will have the right to visit the PROJECT site for inspection of the work and the drawings at any time. H) The COUNTY shall allow public access to all documents, papers, letters or other material subject to the provisions of F.S. Chapter 119, and made or received by the COUNTY in conjunction with this Agreement. Failure by the COUNTY to grant such public access shall be grounds for immediate unilateral cancellation of this Agreement by the DEPARTMENT. I) All notices under this Agreement and invoices from the COUNTY to the DEP AR TMENT shall be directed to the following addresses: TO DEPARTMENT: Florida Department of Transportation Post Office Box 1249 MS 1- Bartow, Florida 33831-1249 TO COUNTY: Nick Casalanguida Collier County Transportation Planning 2885 South Horseshoe Drive Naples, FL 34104 2. PAYMENT TERMS A) The DEPARTMENT agrees to a maximum participation in the PROJECT in the amount of TWENTY MILLION DOLLARS ($20,000,000.00). Payment shall be made in a reimbursement schedule of four (4) Five Million Dollars ($5,000,000.00) YEARLY PAYMENTS to the COUNTY in accordance with F.S. 9339.12(4)(a), totally subject to legislative approval and appropriation. In any event reimbursement payments will not take place before July 1,2012, the fiscal year in which the payback is programmed to begin. lOG FM # 195416-5-58/68-01 COLLIER COUNTY Page 3 of 10 <r> <r> c--.:J c--.:J B) The DEPARTMENT shall pay the COUNTY for the herein described services at the compensation amount as detailed in this Agreement. The COUNTY agrees to complete the PROJECT for the amount set forth in this Agreement. The COUNTY shall provide any additional funding required to complete the PROJECT. C) In the event the COUNTY proceeds with the PROJECT with its own forces, the COUNTY will only be reimbursed for direct costs (this excludes general and administrative overhead). D) The COUNTY agrees to the following time frames: (a) upon receipt, the DEPARTMENT has five (5) working days to inspect and approve the goods and services, unless the Agreement specifies otherwise; (b) the DEP AR TMENT has 20 days to deliver a request for payment (voucher) to the Department of Banking and Finance; (c) the 20 days are measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved. E) If a payment is not available within 40 days, a separate interest penalty at the rate established pursuant to F.S. 955.03(1), per day will be due and payable, in addition to the invoice amount, to the Vendor. Interest penalties of less than one ($1) dollar will not be enforced unless the COUNTY requests payment. Invoices which have to be returned to the COUNTY because of the COUNTY'S 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. c.!> <=L.. r-- ....... m =- c::r:; c::> F) A Vendor Ombudsman has been established within the Department of Banking and Finance. The duties of this individual include acting as an advocate for the COUNTY ifit experiences problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 41 0-9724 or by calling the Department of Financial Services Hotline, 1-800-848-3792. G) Invoices or requests for payment from the COUNTY shall be submitted quarterly in detail sufficient for a proper pre-audit and post-audit thereof and in sufficient detail for the DEPARTMENT to confirm the extent of work completed and compliance of such work with the terms of this Agreement. H) Bills or invoices for travel expenses, if applicable, specifically authorized in this Agreement shall be submitted and paid in accordance with F.S. 9112.061. I) Records of costs incurred under terms of this Agreement shall be maintained and made available upon request to the DEPARTMENT at all times during the period of this Agreement and for three years after final payment is made. Copies ofthese documents and records shall be furnished to the DEPARTMENT upon request. Records of costs incurred include any consultant's or contractor's general accounting records and the project records, together with supporting documents and records, of any consultant or contractor and all sub-consultants or sub-contractors performing work on the PROJECT, and all other records of the PROJECT considered necessary by the DEP AR TMENT for a proper audit of costs. '.0 ,........ c--.:J .-.....:J co 0-. ,- ,~ .:v") ..". = ,= lOG FM # 195416-5-58/68-01 COLLIER COUNTY Page 4 of 10 J) 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 offunds. Nothing herein contained shall prevent the making of contracts for periods 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. Accordingly, the State of Florida's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature. K) No funds received pursuant to this Agreement may be expended for lobbying the Legislature or a state agency. 3. GENERAL PROVISIONS A) This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements or understandings concerning the subject matter ofthis Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the tenns hereof shall be predicated upon any prior representation or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective nnless contained in a written document executed with the same formality and of equal dignity herewith. B) Unless otherwise specifically stated herein, this Agreement shall be governed by and construed in accordance with the laws of the State of Florida. C) Except as otherwise provided herein, this Agreement shall continue in effect and be binding on the parties until the PROJECT is completed, final costs are known and legislatively appropriated reimbursements, if approved, are made by the DEPARTMENT. D) If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having the jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect provided that the part of this Agreement thus invalidated or declared unenforceable is not material to the intended operation of this Agreement. E) The COUNTY shall not sublet, assign or transfer any work under this Agreement without the prior written consent of the DEPARTMENT. r-- <r> c--.:J c--.:J c.!> <=L.. r-- ....... m -- c::r:; c::> 10' u FM # 195416-5-58/68-01 COLLIER COUNTY Page 5 of 10 F) 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 ofthe threshold amount provided in F.S. 9287.017, Florida Statutes, for CATEGORY TWO for a period of36 months from the date of being placed on the convicted vendor list. G) 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. 4. TERMINATION A) The DEP AR TMENT reserves the right to seek termination or cancellation of this Agreement in the event the COUNTY shall be placed in either voluntary or involuntary bankruptcy. The DEPARTMENT further reserves the right to terminate or cancel this Agreement in the event an assignment be made for the benefit of creditors. B) Ifthe DEPARTMENT determines that the performance ofthe COUNTY is not satisfactory, the DEPARTMENT shall have the option of (itnotirying the COUNTY of the deficiency with a requirement that the deficiency be corrected within sixty (60) days or some other time mutually agreed upon by the parties in writing, otherwise the Agreement will be terminated at the end of such time, or (ii) taking whatever action is deemed appropriate by the DEPARTMENT. C) In no event shall the making by the DEPARTMENT of any payment to the COUNTY 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 COUNTY, and the making of such payment by the DEP AR TMENT while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the DEP ARTMENT with respect to such breach or default. D) If the DEPARTMENT requires termination of the Agreement for reasons other than unsatisfactory performance of the COUNTY, the DEPARTMENT shall notiry the COUNTY of such termination, with instructions as to the effective date of termination or speciry the stage of work at which the Agreement is to be terminated. .= ......... ,......... .~ ~ <=L.. ,:-- ........ ,:v") .~ c::r:; = lOG FM # 195416-5-58/68-01 COLLIER COUNTY Page 6 of 10 E) If the Agreement is terminated before performance is completed, the COUNTY shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the contract price as the amount of work satisfactorily completed is a percentage of the total work called for by this Agreement. All work in progress will become the property of the DEP AR TMENT and will be turned over promptly by the COUNTY. 5. INDEMNITY A) When either party receives notice of claim for damages that may have been caused by the other party in the performance of services required under this Agreement, that party will immediately forward the claim to the other party. Each party will evaluate the claim, and report its findings to each other within fourteen (14) working days and jointly discuss options in defending the claim. A party's failure to promptly notify the other of a claim will not act as a waiver or any right herein. B) The COUNTY agrees to include the following indemnification provision in all contracts with contractors/sub-contractors and consultants/sub-consultants who perform work in connection with this Agreement: "The contractor shall indemniry, defend, save and hold harmless the DEPARTMENT and all of its officers, agents or employees from all suits, actions, claims, demands, liability of any nature whatsoever arising out of, because of, or due to any negligent act or occurrence of omission or commission of the contractor, its officers, agents or employees. Neither the contractor, nor any of its officers, agents or employees 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." C) Nothing in this Agreement shall be construed as a waiver of the defense of sovereign immunity or any limit of liability pursuant thereto by either the DEPARTMENT or the COUNTY, en ..., c--.:J c--.:J c.!> p..., c-- ....... m -- p::; c::> lOG FM # 195416-5-58/68-01 COLLIER COUNTY Page 7 of 10 D) The DEP AR TMENT shall not be obligated or liable hereunder to any party other than the COUNTY. 6. AUDITS A) Audits:The administration of resources awarded by the DEPARTMENT to the COUNTY may be subject to audits and/or monitoring by the Department, as described in this section. B) MONITORING i) By entering into this agreement, the COUNTY agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the DEPARTMENT. In the event the DEPARTMENT determines that a limited scope audit of the recipient is appropriate, the COUNTY agrees to comply with any additional instructions provided by the DEPARTMENT staffto the COUNTY regarding such audit. The COUNTY further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer (CFO) or Auditor General. C) PART!: STATE FUNDED i) The COUNTY as a recipients of state funds pursuant to F.S. S215.97(2)(m), i.e., a non- state entity as defined by S215.97(2)(m), is to have audits done annually using the following criteria: ii) Under F.S. S215.97 (2) (a): Each nonstate entity that expends a total amount of state financial assistance equal to or in excess of$500,000 in any fiscal year of such nonstate entity shall be required to have a state single audit, or a project-specific audit, for such fiscal year in accordance with the requirements of this section and applicable rules ofthe Executive Office of the Governor and the CFO; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department, other state agencies, and other non-state entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a non-state entity for Federal program matching requirements. iii) In connection with the audit requirements addressed in C) i) above, the COUNTY shall ensure that the audit complies with the requirements ofF.S. S215.97(7). This includes submission of a financial reporting package as defined by F.S. S215.97(2)(d), and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. lOG FM # 195416-5-58/68-01 COLLIER COUNTY Page 8 of 10 .= '.0 .:---..J .:---..J iv) If the COUNTY expends less than $500,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions ofF.S. 9215.97 is not required. In the event that the recipient expends less than $500,000 in state financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions of F.S. 9215.97, the cost of the audit must be paid from the non-state entity's resources (i.e., the cost of such an audit must be paid from the recipient's resources obtained from other than State entities). v) State awards are to be identified using the Catalog of State Financial Assistance (CSF A) title and number, award number and year, and name of the state agency awarding it. = ,= D) PART II: OTHER AUDIT REQUIREMENTS i) The COUNTY shall follow up and take corrective action on audit findings. Preparation of a summary schedule of prior year audit findings, including corrective action and current status of the audit findings is required. Current year audit findings require corrective action and status of findings. ii) Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is completed or the dispute is resolved. Access to project records and audit work papers shall be given to the DEPARTMENT, the Comptroller, and the Auditor General. This section does not limit the authority of the DEPARTMENT to conduct or arrange for the conduct of additional audits or evaluations of state financial assistance or limit the authority of any other state official. E) PART III: REPORT SUBMISSION i) Any reports, management letter, or other information required to be submitted to the DEPARTMENT pursuant to this agreement shall be submitted timely in accordance, Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable. ij) Recipients, 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 that the reporting package was delivered to the recipient in correspondence accompanying the reporting package. iii) The documents listed below in (I) and (2) shall be submitted to the DEPARTMENT: Florida Department of Transportation Attn: Karen A. Miracola, District JP A/LF A Coordinator PO Box 1030 Fort Myers, FL 33902-1030 (I) Copies of financial reporting packages required herein by Florida Statutes. (2) Copies of reports or the management letter required herein by Florida Statutes. l:"~ ,0... ,- ,~ .:v") ,.". lOG FM # 195416-5-58/68-01 COLLIER COUNTY Page 9 of 10 iv) The documents listed above in (l) and (2) shall be submitted to the Auditor General's Office: Auditor General's Oflice Room 401, Pepper Building 111 West Madison Street Tallahassee, Florida 32399-1450 F) PART IV: RECORD RETENTION The COUNTY shall retain sufficient records demonstrating its compliance with the terms of this agreement for a period of at least five years from the date the audit report is issued, and shall allow the DEPARTMENT, or its designee, the state CFO or Auditor General access to such records upon request. The COUNTY shall ensure that the independent audit working papers are made available to the DEPARTMENT, or its designee, the state CFO, or Auditor General upon request for a period of at least five years from the date the audit report is issued, unless extended in writing by the DEPARTMENT. i) ....... <.D c--.:J c--.:J c.!> <=L.. r-- ....... m =- c::r:; c::> 'K 'K .... ,'"'-' '-0 ........ ,'"'-' c.!> p.... .-- ........ m .q. c::r:; c::> .... .... .... lOG FM # 195416-5-58/68-01 COLLIER COUNTY Page 10 of 10 IN WITNESS WHEREOF, COLLIER COUNTY has caused this Agreement to be executed in its behalf, by the Chairman or its designee, as authorized by Resolution Number ()"1 - ;;} h- , and the FLORIDA DEPARTMENT OF TRANSPORTATION has caused this Agreement to be executed in its behalf through its District Secretary or authorized designee: COLLIER COUNTY, FLORIDA \""\.,,;! ATTEST ~: (L>J':':~~~.c.c. . EItt.. ~f~. ;-," :,"./ (SEAL) - . "~l...'.~ ' ;.' '.if".~:' 'i .~' $;10111t81'1 OIl,. . ..'~" .., ls:;-~:i~b~ ,:,,' ,.If ,~,_, , ":,...i' DATE tfb( ~ CHAIRMAN OR DESIGNEE "\ OA<'<'e,s C0\ e ~.\,{]. PRINT NAME ,- ,;)4-0.' DATE STATE OF FLORIDA DEPARTMENT OF TRANSPORT A TION ATTEST .~Q~ EXECUTIVE SECRETARY (SEAL) Lmh )':~lant/cl '0~7 " 'PRINT NAME DATE BY: DISTRICT SEC ET ARY OR DESIGNEE DISTRICT ONE ;t;lc/zae! G ;€'fjf PRINT NAME ///'0/0 "7 DATI: FLA. DEPT. OF TRANS. LEGAL REVIEW: IJ:. AnJ<lni GinNarr . i BY: /f .-~.?:;.y- c- DATE