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2017-R-10 RESOLUTION NO 2017-R-10 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA, AND THE FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT) AUTHORIZING THE FLORIDA SHARED USE NON-MOTORIZED TRAIL NETWORK AGREEMENT (FINANCIAL PROJEC #439863-1-54-01) FOR THE SUN TRAIL PROJECT IN THE ST. JOHNS RIVER TO SEA LOOP FROM DALE AVENUE TO 10 rti STREET; AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT. WHEREAS,the City of Edgewater, Florida has made the following determination: WHEREAS, the City of Edgewater desires to enter into the Florida Shared Use Non- Motorized Trail Network Agreement with the Florida Department of Transportation (FDOT) for the St. Johns River to Sea Loop from Dale Avenue to 10`h Street - SUN Trail Project (Financial Project#439863-1-54-01). NOW, THEREFORE, be it resolved by the City Council of Edgewater, Florida: Section 1. The City Council hereby authorizes the Mayor to execute the Florida Shared Use Non-Motorized Trail Network Agreement(Financial Project#439863-1-54-01). Section 2. A copy of said Agreement and related documents are attached hereto and incorporated herein as Exhibit"A". Section 3. The City Council hereby authorizes the City Clerk to transmit a certified copy of this Resolution and the executed Agreement to the Florida Department of Transportation. Section 4. All resolutions or parts of resolutions in conflict herewith are hereby repealed. #2017-R-I0 After Motion to approve by r�x is �, , �,�, and Second by , the vote on this resolution was as follows: AYE NAY Mayor Mike Ignasiak N Councilwoman Christine Power Councilwoman Amy Vogt Councilman Dan Blazi N Councilman Gary T. Conroy PASSED AND DULY ADOPTED this 3rd day of April, 2017. ATTEST: CITY COUNCIL OF THE CITY OF EDGEWATER,FLORIDA Bv/ `;`;'°g Robin L. Matusic Michael Ignasiak City Clerk/Paralegal Mayor For the use and reliance only by the City of Edgewater, Approved by the City Council of the City of Edgewater Florida. Approved as to form and legality by: at a meeting held on this 3rd day of April,2017 under Aaron R.Wolfe,Esquire Agenda Item No. 8 . City Attorney Doran,Sims,Wolfe&Ciocchetti I 2 #2017-R-10 i STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT Financial Project No: Contract No. Vendor No.: CSFA No. and Title: 55.038 439863-1-54-01 F596-000-314-002 Florida Shared-Use Non-motorized(SUN) Trail Network Program THIS FLORIDA SHARED-USE NONMOTORIZED TRAIL GRANT AGREEMENT ("Agreement") is entered into this t3t.L day of _P_ , 2017 by and between the State of Florida Department of Transportation, ("Department"), and the City of Edgewater ("Recipient"). The Department and the Recipient are sometimes referred to in this Agreement as a"Party" and collectively as the"Parties". RECITALS A. The Department is authorized under Section 339.81, Florida Statutes, to enter into this Agreement. B. The Florida Shared-Use Non-motorized Trail Network is included in the Department's work program for the purposes of funding and maintaining projects within the network. C. The purpose of this Agreement is to provide for the Department's participation in St. Johns River to Sea Loop from Dale Avenue to 10th Street SUN Trail Project, as further described in Exhibit "A", Scope of Services ("Project"), state the terms and conditions upon which Department funds will be provided, and to set forth the manner in which the Project will be undertaken and completed. The Project is or shall be a component of the Florida Shared-Use Non-motorized Trail Network and it would be more practical, expeditious, and economical for the Recipient to perform the Project. D. The Recipient by Resolution No. 2017-R-10 adopted on April 3, 2017, a copy of which is attached hereto and made a part hereof as Exhibit "E", Recipient Resolution, authorizes the proper officials to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual benefits to be derived from joint participation on the Project,the Parties agree to the following: 1. Incorporation of Recitals: The recitals set forth above are true and correct and are incorporated into this Agreement. 2. Term of Agreement: This Agreement shall commence upon full execution by both Parties("Effective Date") and continue through December 31, 2017. If the Recipient does not complete the Project within this time period, this Agreement will expire on the last day of the scheduled completion as provided in this paragraph unless an extension of the time period is requested by the Recipient and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed prior to the Effective Date or after the expiration date of this Agreement will not be reimbursed by the Department. Unless terminated earlier, work on the Project shall commence no later than: the 30th day of May, 2017 or within 30 days of the issuance of the Notice to Proceed for the construction phase of the Project(if the Project involves construction),whichever date is earlier. The Department shall have the STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT option to immediately terminate this Agreement should the Agency fail to meet the above-required dates. 3. Amendments, Extensions and Assignment:This Agreement may be amended or extended upon mutual written agreement of the Parties.This Agreement shall not be renewed. This Agreement shall not be assigned,transferred or otherwise encumbered by the Recipient under any circumstances without the prior written consent of the Department. 4. Termination or Suspension of Project: The Department may, by written notice to the Recipient, suspend any or all of the Recipient's obligations under this Agreement for the Recipient's failure to comply with applicable law or the terms of this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected. The Department may also terminate this Agreement in whole or in part at any time the interest of the Department requires such termination. a. If the Department terminates the Agreement, the Department shall notify the Recipient of such termination in writing within thirty (30) days of the termination of the Agreement, with instructions to the effective date of termination or specify the stage of work at which the Agreement is to be terminated. b. The Parties to this Agreement may terminate this Agreement when its continuation would not produce beneficial results commensurate with the further expenditure of funds. In this event, the Parties shall agree upon the termination conditions. c. If the Agreement is terminated before performance is completed, the Recipient 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 on the Department right-of-way will become the property of the Department and will be turned over promptly by the Recipient. d. In the event the Recipient fails to perform or honor the requirements and provisions of this Agreement,the Recipient shall promptly refund in full to the Department within thirty(30) days of the termination of the Agreement any funds that were determined by the Department to have been expended in violation of the Agreement. 5. Project Cost: a. The estimated total cost of the Project is $1,100,000.00. This amount is based upon the schedule of funding in Exhibit "B", Method of Compensation. The schedule of funding may be modified by mutual agreement of the Parties. b. The Department agrees to participate in the Project cost up to the maximum amount of $1,100,000.00 and as more fully described in Exhibit "B", Method of Compensation. The Parties agree that the Department's participation may be increased or reduced upon a determination of the actual bid amounts of the Project by the execution of a supplemental agreement. The Recipient agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved. 6. Compensation and Payment: a. The Department shall reimburse the Recipient for costs incurred to perform services described in the Scope of Services in Exhibit "A", and as set forth in the Method of Compensation in Exhibit"B". b. The Recipient shall provide quantifiable, measurable, and verifiable units of deliverables. Each deliverable must specify the required minimum level of service to be performed and the criteria for evaluating successful completion. The Project, identified as Financial Project 2 I STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT Number 439863-1-54-01,and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Exhibit "A", Scope of Services. Any changes to the deliverables shall require written approval in advance by the Department. c. Invoices shall be submitted no more often than monthly by the Recipient in detail sufficient for a proper pre-audit and post-audit, based on the quantifiable, measurable and verifiable deliverables as established in Exhibit "A". Deliverables must be received and accepted in writing by the Department's Project Manager prior to reimbursements. The Department will identify the Department's Project Manager to the Recipient in writing. d. Supporting documentation must establish that the deliverables were received and accepted in writing by the Recipient and must also establish that the required minimum level of service to be performed based on the criteria for evaluating successful completion as specified in Exhibit "A"has been met. e. Travel expenses are not compensable under this Agreement. f. 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 or the Department's Comptroller under s. 334.044 (29), Florida Statutes. If the Department determines that the performance of the Recipient is unsatisfactory, the Department shall notify the Recipient of the deficiency to be corrected, which correction shall be made within a time-frame to be specified by the Department. The Recipient shall, within five days after notice from the Department, provide the Department with a corrective action plan describing how the Recipient will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non-compliance. If the corrective action plan is unacceptable to the Department, the Recipient 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 Recipient resolves the deficiency. If the deficiency is subsequently resolved, the Recipient may bill the Department for the retained amount during the next billing period. If the Recipient is unable to resolve the deficiency, the funds retained must be forfeited at the end of the Agreement's term. g. Recipients providing goods and services to the Department should be aware of the following time frames. Inspection and approval of goods or services shall take no longer than 20 days from the Department's receipt of the invoice. The Department has 20 days to deliver a request for payment (voucher) to the Department of Financial Services. 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. If a payment is not available within 40 days, a separate interest penalty at a rate as established pursuant to Section 55.03(1), F.S., will be due and payable, in addition to the invoice amount, to the Recipient. Interest penalties of less than one (1) dollar will not be enforced unless the Recipient requests payment. Invoices that have to be returned to a Recipient because of Recipient 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 the Department of Financial Services. The duties of this individual include acting as an advocate for Agencies who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at(850)413-5516. h. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for five 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 Recipient's 3 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT general accounting records and the project records, together with supporting documents and records, of the contractor and all subcontractors performing work on the project, and all other records of the Contractor and subcontractors considered necessary by the Department for a proper audit of costs. i. Upon request, the Recipient agrees to provide progress reports to the Department in the standard format used by the Department and at intervals established by the Department. The Department will be entitled at all times to be advised, at its request, as to the status of the Project and of details thereof. j. 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 agreement which it has with the Recipient owing such amount if, upon demand, payment of the amount is not made within 60 days to the Department. Offsetting any amount pursuant to this paragraph shall not be considered a breach of contract by the Department. k. The Recipient must submit the final invoice on the Project to the Department within 120 days after the completion of the Project. Invoices submitted after the 120-day time period may not be paid. I. The Department'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, a notice of availability of funds from the Department's project manager must be received prior to costs being incurred by the Recipient. 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 Recipient, in writing, when funds are available. m. In the event this Agreement is in excess of$25,000 and has a term for a period of more than one year, the provisions of Section 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 525,000 and which have a term for a period of more than 1 year." n. Any Project funds made available by the Department pursuant to this Agreement which are determined by the Department to have been expended by the Recipient in violation of this Agreement or any other applicable law or regulation shall be promptly refunded in full to the Department.Acceptance by the Department of any documentation or certifications, mandatory or otherwise permitted,that the Recipient files shall not constitute a waiver of the Department's rights as the funding agency to verify all information at a later date by audit or investigation. o. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Recipient prior to the execution of this Agreement, costs incurred after the expiration of the Agreement,costs which are not provided for in the latest approved schedule 4 I STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT of funding in Exhibit "B" for the Project, costs agreed to be borne by the Recipient or its contractors and subcontractors for not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangements which have not been approved in writing by the Department. 7. General Requirements: The Recipient shall complete the Project with all practical dispatch in a sound, economical, and efficient manner, and in accordance with the provisions in this Agreement and all applicable laws. a. In the event the Recipient proceeds with any phase of the Project utilizing its own forces, the Recipient will only be reimbursed for direct costs(this excludes general overhead). b. The Recipient shall certify to Department that the Recipient's design consultant and/or construction contractor has secured the necessary permits. If the Recipient fails to provide such certification to Department by May 30, 2017, the Department may, at its discretion, terminate this Agreement. c. The Recipient shall provide to the Department certification and a copy of appropriate documentation substantiating that all required right-of-way necessary for the Project has been obtained. d. In the event the cost of the Project is greater than $250,000.00 and the Project involves construction on the Department's right-of-way, the Recipient shall provide the Department with written notification of either its intent to: i. Award the construction of the Project to a Department prequalified contractor which is the lowest and best bidder in accordance with applicable state and federal statutes, rules, and regulations. The Recipient shall then submit a copy of the bid tally sheet(s) and awarded bid contract, or ii. Construct the Project utilizing existing Recipient employees, if the Recipient can complete said Project within the time frame set forth in this Agreement. e. The Recipient shall be responsible for assuring that the Project complies with all applicable Federal, State and Local laws, rules, regulations, guidelines and standards. f. The Recipient shall have the sole responsibility for resolving claims and requests for additional work for the Project. The Recipient will make best efforts to obtain the Department's input in its decisions. g. ❑ If this box is selected,then the following provision is incorporated into this Agreement: A portion of the Project will be located on the Department's right-of-way and the Recipient shall be responsible for ensuring that the construction work under this Agreement is performed in accordance with the approved construction documents, and that it will meet all applicable Department standards and that the work is performed in accord with Exhibit "F", Terms and Conditions of Construction, attached to and incorporated into this Agreement. 8. Contracts of the Recipient a. Except as otherwise authorized in writing by the Department, the Recipient shall not execute any contract or obligate itself in any manner requiring the disbursement of Department funds, including consultant or construction contracts or amendments thereto, with any third party with respect to the Project without the written approval of the Department. Failure to obtain such approval shall be sufficient cause for nonpayment by the Department. The Department 5 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT specifically reserves the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of such consultant or contractor. b. It is understood and agreed by the parties to this Agreement that participation by the Department in a project with the Recipient, where said project involves a consultant contract for engineering, architecture or surveying services, is contingent on the Recipient's complying in full with provisions of Section 287.055, Florida Statutes. Consultants' Competitive Negotiation Act. In all cases, the Recipient shall certify to the Department that selection has been accomplished in compliance with the Consultants'Competitive Negotiation Act 9. Design and Construction Standards and Required Approvals: In the event the Project includes construction the following provisions are incorporated into this Agreement: a. The Recipient shall hire a qualified contractor using the Recipient's normal bid procedures to perform the construction work for the Project. The Recipient must certify that the installation of the Project is completed by a Contractor prequalified by the Department as required by Section 2 of the Standard Specifications for Road and Bridge Construction (2016), as amended, unless otherwise approved by the Department in writing or exhibit past project experience in the last five years that are comparable in scale, composition, and overall quality of the site identified within the scope of services of this Project. b. Construction Engineering Inspection(CEI)services will be provided by the Recipient by hiring a Department prequalified consultant firm including one individual that has completed the Advanced Maintenance of Traffic Level Training, unless otherwise approved by the Department in writing. The CEI staff shall be present on the Project at all times that the contractor is working. Administration of the CEI staff shall be under the responsible charge of a State of Florida Licensed Professional Engineer who shall provide the certification that all design and construction for the Project meets the minimum construction standards established by Department.. The Department shall approve all CEI personnel. The CEI firm shall not be the same firm as that of the Engineer of Record for the Project. The Department shall have the right, but not the obligation, to perform independent assurance testing during the course of construction of the Project. c. The Recipient understands that it is responsible for the preparation of all design plans for the Project.The Recipient shall hire a qualified consultant for the design phase of the Project using the Recipient's normal procurement procedures to perform the design services for the Project. d. Execution of this Agreement by both Parties shall be deemed a Notice to Proceed to the Recipient for the design phase or other non-construction phases of the Project. If the Project involves a construction phase, the Recipient shall not begin the construction phase of the Project until the Department issues a Notice to Proceed for the construction phase. Prior to commencing the construction work described in this Agreement, the Recipient shall request a Notice to Proceed from the Department's Construction Project Manager,Vince Vacchiano, at (386) 943-5406, or from an appointed designee. Any work performed prior to the execution of this Agreement is not subject to reimbursement. e. The Recipient will provide one (1) copy of the final design plans and specifications and final bid documents to the Department's Construction Project Manager prior to commencing construction of the Project. f. The Recipient shall require the Recipient's contractor to post a payment and performance bond in accordance with Section 337.18(1), Florida Statutes. g. The Recipient shall be responsible to ensure that the construction work under this Agreement is performed in accordance with the approved construction documents, and that it will meet all applicable Recipient and Department standards. 6 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT h. Upon completion of the work authorized by this Agreement, the Recipient shall notify the Department in writing of the completion of construction of the Project; and for all design work that originally required certification by a Professional Engineer, this notification shall contain an Engineers Certification of Compliance, signed and sealed by a Professional Engineer, the form of which is attached hereto and incorporated herein as Exhibit "C", Engineers Certification of Completion. The certification shall state that work has been completed in compliance with the Project construction plans and specifications. If any deviations are found from the approved plans, the certification shall include a list of all deviations along with an explanation that justifies the reason to accept each deviation. 10. Maintenance Obligations: In the event the Project includes construction then the following provisions are incorporated into this Agreement: a. The Recipient has agreed by resolution to accept all future maintenance and other attendant costs occurring after completion of the Project for all improvements constructed as part of the Project, and such resolution is attached and incorporated into this Agreement as Exhibit"E". The terms of this provision shall survive the termination of this Agreement. b. The Recipient agrees to execute a Maintenance Memorandum of Agreement with the Department prior to letting for construction of the Project. The Maintenance Memorandum of Agreement shall require the Recipient to maintain the entire Project, as depicted in the construction plans and specifications of the Project in perpetuity, according to the Department's standards, which include but are not limited to, the Americans with Disabilities Act, the Department's Design Standards, and the Department's Standard Specifications for Road and Bridge Construction. 11. State Single Audit:The administration of resources awarded through the Department to the Recipient 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 state financial assistance or limit the authority of any state agency inspector general, the Auditor General, or any other state official. The Recipient shall comply with all audit and audit reporting requirements as specified below. a. In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring procedures to monitor the Recipient'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 Department by this Agreement. By entering into this Agreement, the Recipient agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Recipient 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 the Auditor General. b. The Recipient, a nonstate entity as defined by Section 215.97(2)(n), Florida Statutes, as a recipient of state financial assistance awarded by the Department through this Agreement is subject to the following requirements: i. In the event the Recipient meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Recipient 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"D"to this Agreement indicates state financial assistance awarded through the Department by this Agreement needed 7 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT by the Recipient to further comply with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Recipient 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. ii. In connection with the audit requirements, the Recipient 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 Recipient does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, the Recipient is exempt for such fiscal year from the state single audit requirements of Section 215.97, Florida Statutes. However, the Recipient must provide a single audit exemption statement to the Department at FDOTSingleAudit@dot.state.fl.us no later than nine months after the end of the Recipient's audit period for each applicable audit year. In the event the Recipient does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, in a fiscal year and 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 Recipient's resources (i.e., the cost of such an audit must be paid from the Recipient'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, FL 32399-0405 Email:FDOTSingleAudit(c�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 localgovtaud.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 Recipient, 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 Recipient in correspondence accompanying the reporting package. 8 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT vii. Upon receipt, and within six months, the Department will review the Recipient'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 Recipient 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 Recipient shall permit the Department, or its designee, DFS or the Auditor General access to the Recipient'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. c. The Recipient 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 the Auditor General access to such records upon request. The Recipient shall ensure that the audit working papers are made available to the Department, or its designee, DFS or the 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. 12. Notices and Approvals: a. All notices (except invoices) pertaining to this Agreement are in effect upon receipt by either Party, shall be in writing, and shall be transmitted either by personal hand delivery; United States Post Office, return receipt requested; or, overnight express mail delivery. E-mail and facsimile may be used if the notice is also transmitted by one of the preceding forms of delivery. The addresses and the Agreement Administrators set forth below for the respective Parties shall be the places where notices shall be sent, unless prior written notice of change of address is given. STATE OF FLORIDA,DEPARTMENT OF TRANSPORTATION DIANNE PEEK LOCAL PROGRAM COORDINATOR 719 S.WOODLAND BOULEVARD.MS 4-520 DELAND.FLORIDA 32720 PHONE: (3861943-5400 FAx: EMAIL: DIANNE.PEEKODOT.STATE.FL.US RECIPIENT: RANDY J.COSLOW.P.E. DEPUTY DIRECTOR OF ENVIRONMENTAL SERVICES/CITY ENGIN{ELR CITY OF EDGEWATER P.O. Box 100 EDGEWATER. FLORIDA 32132-0100 PHONE: (3861424-2400 x 4007 FAx: EMAIL: RCOSLOW(gCITYOFEDGEWATER.ORG EMAIL CC:JMCKINNFY@CITYOFEDGEWATER.ORG b. All approvals referenced in this Agreement must be obtained in writing from the Parties' respective Administrators or their designees. 9 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT 13. Restrictions, Prohibitions,Controls and Labor Provisions: 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, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a 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. 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 Recipient. d. No funds received pursuant to this Agreement may be expended for lobbying the Florida Legislature,judicial branch, or any state agency, in accordance with Section 216.347, Florida Statutes. e. The Department shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e)of the Immigration and Nationality Act. If the contractor knowingly employs unauthorized aliens, such violation will be cause for unilateral cancellation of this Agreement. f. The Recipient shall comply and require its contractors and subcontractors to comply with all terms and conditions of this Agreement and all federal, state, and local laws and regulations applicable to this Project. 14. Indemnification and Insurance: a. It is specifically agreed between the Parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. The Recipient guaranties the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Recipient or any subcontractor, in connection with this Agreement. Additionally, the Recipient agrees to include the following indemnification in all contracts with contractors/subcontractors and consultants/subconsultants who perform work in connection with this Agreement: "To the fullest extent permitted by law, the Recipient's contractor/consultant shall indemnify and hold harmless the Recipient and the State of Florida, Department of Transportation, including the Department's officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees,to the extent caused by the negligence, 10 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT recklessness or intentional wrongful misconduct of the contractor/consultant and persons employed or utilized by the contractor/consultant in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida and the Recipient's sovereign immunity." b. The Recipient shall provide Workers' Compensation Insurance in accordance with Florida's Workers' Compensation law for all employees. If subletting any of the work, ensure that the subcontractor(s) and subconsultants have Workers' Compensation Insurance for their employees in accordance with Florida's Workers' Compensation law. If using "leased employees" or employees obtained through professional employer organizations ("PEO's"), ensure that such employees are covered by Workers' Compensation insurance through the PEO's or other leasing entities. Ensure that any equipment rental agreements that include operators or other personnel who are employees of independent Contractors, sole proprietorships or partners are covered by insurance required under Florida's Workers' Compensation law. c. If the Recipient is a state agency or subdivision of the State of Florida and elects to self- perform the Project, then the Recipient may self-insure. If the Recipient is not a state agency or subdivision of the State of Florida or if the Recipient is a state agency or subdivision of the State of Florida that elects to hire a contractor or consultant to perform the Project, then the Recipient shall, or cause its contractor or consultant to carry Commercial General Liability insurance providing continuous coverage for all work or operations performed under the Agreement. Such insurance shall be no more restrictive than that provided by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida. Cause the Department to be made an Additional Insured as to such insurance. Such coverage shall be on an"occurrence" basis and shall include Products/Completed Operations coverage. The coverage afforded to the Department as an Additional Insured shall be primary as to any other available insurance and shall not be more restrictive than the coverage afforded to the Named Insured. The limits of coverage shall not be less than $1,000,000 for each occurrence and not less than a $5,000,000 annual general aggregate, inclusive of amounts provided by an umbrella or excess policy. The limits of coverage described herein shall apply fully to the work or operations performed under the Agreement, and may not be shared with or diminished by claims unrelated to the Agreement. The policy/ies and coverage described herein may be subject to a deductible. Pay all deductibles as required by the policy. No policy/ies or coverage described herein may contain or be subject to a Retention or a Self-Insured Retention unless the Recipient is a state agency or subdivision of the State of Florida that elects to self-perform the Project. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, the Department shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The Department shall be notified in writing within ten days of any cancellation, notice of cancellation, lapse, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights or defenses the Department may have. d. When the Agreement includes the construction of a railroad grade crossing, railroad overpass or underpass structure, or any other work or operations within the limits of the railroad right- of-way, including any encroachments thereon from work or operations in the vicinity of the railroad right-of-way, you shall, in addition to the insurance coverage required pursuant to 7- 13.2 above, procure and maintain Railroad Protective Liability Coverage (ISO Form CG 00 35)where the railroad is the Named Insured and where the limits are not less than$2,000,000 combined single limit for bodily injury and/or property damage per occurrence, and with an 11 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT annual aggregate limit of not less than $6,000,000. The railroad shall also be added along with the Department as an Additional Insured on the policy/ies procured pursuant to paragraph 15.0 above. Prior to the execution of the Agreement, and at all renewal periods which occur prior to final acceptance of the work, both the Department and the railroad shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein.The insurance described herein shall be maintained through final acceptance of the work. Both the Department and the railroad shall be notified in writing within ten days of any cancellation, notice of cancellation, renewal, or proposed change to any policy or coverage described herein. The Department's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights the Department may have. The Railroad Protective Liability Coverage described above is not required if the Recipient is a government entity that elects to self-perform the Project and utilizes self-insurance. e. When the Agreement involves work on or in the vicinity of utility-owned property or facilities, the utility shall be added along with the Department as an Additional Insured on the policy/ies procured pursuant to paragraph 11.c above. This provision does not apply if the Recipient is a government entity that elects to self-perform the Project and utilizes self-insurance. 15. Miscellaneous: a. The Recipient will be solely responsible for compliance with all applicable environmental regulations, for any liability arising from non-compliance with these regulations, and will reimburse the Department for any loss incurred in connection therewith. The Recipient will be responsible for securing any applicable permits. The Recipient shall include in all contracts and subcontracts for amounts in excess of$150,000, a provision requiring compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q)and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387). b. The Department shall not be obligated or liable hereunder to any individual or entity not a party to this Agreement. c. In no event shall the making by the Department of any payment to the Recipient 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 Recipient 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. d. 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. e. The Recipient and the Department agree that the Recipient, its employees, contractors, subcontractors, consultants, and subconsultants are not agents of the Department as a result of this Agreement. f. By execution of the Agreement, the Recipient 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. g. Nothing in the Agreement shall require the Recipient to observe or enforce compliance with any provision or perform any act or do any other thing in contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Recipient will at once notify the Department in writing in order that appropriate changes and modifications may be made by the Department and the Recipient to the end that the Recipient may proceed as soon as possible with the Project. 12 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT h. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same Agreement. A facsimile or electronic transmission of this Agreement with a signature on behalf of a party will be legal and binding on such party. i. 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 Recipient must comply with the requirements of Section 255.0991, Florida Statutes. j. The Recipient shall: i. Utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Recipient during the term of the contract;and ii. Expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. k. The Department reserves the right to unilaterally cancel this Agreement for failure by the Recipient to comply with the provisions of Chapter 119, Florida Statutes. I. The Recipient agrees to comply with Section 20.055(5), F.S., and to incorporate in all subcontracts the obligation to comply with Section 20.055(5), F.S. m. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event of a conflict between any portion of the contract and Florida law, the laws of Florida shall prevail. The Recipient agrees to waive forum and venue and that the Department shall determine the forum and venue in which any dispute under this Agreement is decided. 16. Exhibits. a. Exhibits A, B, C, D, and E are attached to and incorporated into this Agreement. b. Jortion or all of the Project will utilize the Department's right-of-way and therefore Exhibit F, Terms and Conditions of Construction, is attached and incorporated into this Agreement. c. Exhibit List Exhibit A: Scope of Services Exhibit B: Method of Compensation Exhibit C: Engineer's Certification of Compliance Exhibit D: State Financial Assistance(Florida Single Audit Act) Exhibit E: Recipient Resolution *Exhibit F:Terms and Conditions of Construction *Indicates that the Exhibit is only attached and incorporated if applicable box is selected. The remainder of this page intentionally left blank. 13 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year written above. RECIPIENT CITY OF EDGEWATER STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION By: (C.40/(.. .,(D‘s- A1By: Michael lgnasiak Name: Mayor Title: Director of Transportation Development Attest: ,)( Attest: Robin L. Matusick Name: City Clerk/Paralegal Title: Legal Review: /! Le al Review: 9 Aaron R. Wolf-, Ci Attorney f� _ STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT EXHIBIT A SCOPE OF SERVICES This exhibit forms an integral part of the Florida Shared-Use Non-motorized Trail Network Agreement between the State of Florida, Department of Transportation and the City of Edgewater. Project Description: St.Johns River to Sea Loop from Dale Avenue to 10th Street Project Scope/Description,Termini, Project Length: This project consists of the construction of approximately 1.25 miles of an 8 to 12 foot-wide asphalt trail from approximately 230 feet north of Park Ave along Dale Ave to 10th St in the City of Edgewater.The project will also include drainage pipe&structures,storm water pond facilities, signing&pavement markings, boardwalk structures, detectable warning surfaces, concrete curb, and sodding. Utility coordination may be required. All pedestrian facilities shall adhere to current ADA standards. Construction Engineering Inspection (CEI) services will be included with this scope of work. The following special requirements and conditions shall apply: Pursuant to the enabling legislation,Section 339.81, F.S.,components of the Sun Trail Network will not include: Sidewalks;nature trails;loop trails wholly within a single park or natural area; On-road facilities, such as bicycle lanes of routes other than on-road facilities that are no longer than one- half mile connecting two or more non-motorized trails, if the provision of non-road facilities is infeasible and if such on-road facilities are signed and marked for non-motorized use; an exception is made for on-road components of the Florida Keys Overseas Heritage Trail. Allocation of Sun Trail funds will not include the development of amenities associate with trail projects. These amenities include but are not limited to: • Benches,Trail Furniture or Seating Areas: • Bicycle Racks,Air Stations or Lockers; • Buildings, Restrooms,Wayside Structures or Overlooks,Shelters or Picnic Pavilions; • Kiosks(Regulatory and Safety Signage Permitted): • Landscaping(Trail Stabilization Permitted); • Litter or Recycle Receptacles or Doggie Bag Dispensers; • Parking Areas or Trailheads; • Playgrounds, Fitness Equipment or Structures; • Promotional or Educational Materials; • Sculptures, Fountains, or Art; and • Water Fountains,Spigots or Showers. STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT EXHIBIT B Method of Compensation FUNDS AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: State Resources Awarded to the Recipient Pursuant to this Agreement Consist of the Following Resources: State CSFA Title Progra State or State m Fiscal CSFA Funding Source Appropriation Number Funding Source _ Year Number Description _ Funding Amount Category Florida Shared-Use Non- motorized(SUN)Trail Program—Wheels on STTF 2017 55.038 Road Fund $1,100,000.00 5 • Total Award $1,100,000.00 For each program identified above, the recipient shall comply with the program requirements described in the Catalog of State Financial Assistance(CSFA)[https://apps.fldfs.com/fsaa/catalog.aspx]. The services/purposes for which the funds are to be used are included in the Agreement scope of services/work. Any match required by the recipient is clearly indicated in the Agreement ii STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT EXHIBIT C ENGINEER'S CERTIFICATION OF COMPLIANCE NOTICE OF COMPLETION FLORIDA SHARED-USE NONMOTORIZED(SUN)TRAIL PROGRAM GRANT AGREEMENT Between THE STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION and THE CITY OF EDGEWATER PROJECT DESCRIPTION: The SUN Trail project for St. Johns River to Sea Loop from Dale Avenue to 10th Street FINANCIAL MANAGEMENT ID#439863-1-54-01 In accordance with the Terms and Conditions of the Shared-Use Non-motorized(SUN)Trail Program Grant Agreement,the undersigned provides notification that the work authorized by this Agreement is complete as of , 20 . By: Name: Title: ENGINEER'S CERTIFICATION OF COMPLIANCE In accordance with the Terms and Conditions of the Shared-Use Non-motorized (SUN)Trail Program Grant Agreement, the undersigned certifies that all work which originally required certification by a Professional Engineer has been completed in compliance with the Project construction plans and specifications. If any deviations have been made from the approved plans. a list of all deviations, along with an explanation that justifies the reason to accept each deviation, will be attached to this Certification. Also, with submittal of this certification, the Agency shall furnish FDOT a set of"as-built" plans certified by the Engineer of Record/CEI. By: , P.E. SEAL: Name: Date: 3 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT 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 FLORIDA SHARED-USE NONMOTORIZED (SUN) TRAIL NETWORK PROGRAM Title: CSFA Number: 55.038 *Award Amount: $1,100,000.00 *The award amount may change with supplemental agreements. Specific project information for CSFA Number 55.038 is provided at: https://apps.fldfs.com/fsaaisearchCatalog.aspx COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO THIS AGREEMENT: State Project Compliance Requirements for CSFA Number 55.038 are provided at: https:iiapps.fldfs.comifsaaisearchCompliance.aspx The State Projects Compliance Supplement is provided at: https:iiapps.fldfs.com/fsaalcompliance.aspx 4 STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT EXHIBIT E AGENCY RESOLUTION PLEASE SEE ATTACHED 5 a STATE OF FLORIDA Department OF TRANSPORTATION FLORIDA SHARED-USE NONMOTORIZED TRAIL NETWORK AGREEMENT 6 1 City of ru GEVd ATER April 4, 2017 Dianne Peek, FCCM Local Program Coordinator Department of Transportation 719 S. Woodland Boulevard, MS—4-520 DeLand, Florida 32720 Re: City of Edgewater - Resolution#2017-R-10 FDOT - Florida Share-Use Nonmotorized Trail Network Agreement (SUN Trail - CEI & Construction services from Dale Avenue to 10th Street, FM#439863-1-54-01 Dear Ms. Peek: During the City Council meeting held on April 3, 2017, Council approved the above-referenced Resolution and Agreement for the construction & CEI services for the SUN Trail Project from Dale Avenue to 10t Street. An original of the Agreement; fully executed by the City of Edgewater and a copy of the Resolution are enclosed for your information/files. Once execution is finalized by FDOT, please forward a completed document to my office at the address listed below. Do not hesitate to contact my office at the number listed below if you have any questions. Sincerely, Melia.L'. Jtatem(di Robin L. Matusick City Clerk/Paralegal rmatusick@cityofedgewater.org /rim Enclosure Copy to: Samantha Bergeron(copy on laserfiche) Brenda Dewees(copy on laserfiche) Finance(copy on laserfiche) Office of the City ClerkiParalegal P.O.Box 100•Edgewater,FL 32132-0100 (386)424-2400,Ext. 1101 •Fax(386)424-2410 www.cityofedgewater.org (Letter/Ur-2017-032)