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HomeMy Public PortalAbout2023-52 Accepting a Florida Department of Transportation FDOT Public Transit Service Development Program Grant to expand the On-Demand Transit ServiceRE SO L U T IO N N O . 2023-52 A RE SO L U T IO N O F T H E V IL L A G E C O UN C IL O F TH E V IL L A G E O F K E Y B ISC A YN E , FL O RI D A , A C C E P T IN G A FL O RI D A D E P A R T M E N T O F T RA N SP O R T A T IO N (F D O T ) PU B L IC T RA N SIT SE R V IC E D E V E L O P M E N T PR O G RA M G RA N T IN A N A M O U N T O F $166,679 T O E X PA N D TH E V IL L A G E 'S O N -D E M A N D T RA N SIT SE R V IC E A N D A P P R O V IN G A N A G R E E M E N T RE L A T E D T O T H E SA M E ; PR O V ID IN G FO R A U T H O R IZ A T IO N ; A N D PR O V ID IN G F O R A N E F F E C T IV E D A T E . W H E RE A S, on June 6, 2023, the Village of Key Biscayne ("Village") selected BeeFree, LLC d/b/a FreeBee ("FreeBee") for the provision of on-demand transit services in the Village (the "Services") pursuant to Request for Proposal No. 2023-02 and authorized the Village Manager to negotiate and execute an agreement with FreeBee; and W H E RE A S, the Florida Department of Transportation ("FDOT") has awarded the Village a Public Transit Service Development Program Grant ("Grant") in the amount of $166,679 to expand the Services offered by the Village through FreeBee, which the Village will match using $166,679 in Citizens Independent Transportation Trust (CITT) surtax proceeds; and W H E RE A S, the Village desires to accept the Grant from FDOT and enter into a Grant agreement, in substantially the form attached hereto as Exhibit "A" (the "Agreement"); and W H E RE A S, the Village Council finds that this Resolution is in the best interest and welfare of the residents of the Village. N O W , T H E RE F O RE , B E IT RE SO L V E D B Y T H E V IL L A G E C O U N C IL O F T H E V IL L A G E O F K E Y B ISC A Y N E , FL O RI D A , A S FO L L O W S : Sect ion 1. R eci tals. That each of the above-stated recitals are hereby adopted, confirmed, and incorporated herein. Page I of2 Section 2. Acceptance and Approval. That the Village Council hereby accepts the Grant in an amount of $166,679 from FDOT and approves the Agreement in substantially the form attached hereto as Exhibit "A." Section 3. Authorization. That the Village Council hereby authorizes the Village Manager to execute the Agreement, in substantially the form attached hereto as Exhibit "A," subject to the Village Attorney's approval as to form, content, and legal sufficiency. Section 4. adoption. Effective Date. That this Resolution shall be effective immediately upon PASSED and ADOPTED this 29th day of __ ~A=u=g=us=t , 2023. JOE I. RASCO, MAYOR ATTEST: VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: WEISS SEROTA HELFMAN COLE & BIERMAN, P.L. VILLAGE ATTORNEY Page 2 of2 S T A T E O F F L O R ID A D E P A R T M E N T O F T RA N S P O R T A T IO N PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 Financial Project Number(s): Fund(s): (item-segment-phase-sequence) _45_2_0_6_7-_1_-8_4_-0_1 Work Activity Code/Function: ___________ Federal Number/Federal Award ___________ Identification Number (FAIN) - Transit only: G2M87 Federal Award Date: ---- _N_/_A Agency SAM/UEI Number: N/A Contract Number: CFDA Number: CFDA Title: CSFA Number: CSFA Title: DPTO FLAIR Category: 088774 _2_1 _5 Object Code: Org. Code: N/A Vendor Number: ---- N/A 751000 55062020629 F650291811001 N/A 55.012 Public Transit Service Development Program THIS PUBLIC TRANSPORTATION GRANT AGREEMENT ("Agreement") is entered into ______________ , by and between the State of Florida, Department of Transportation, ("Department"), and Village of Key Biscayne , ("Agency"). The Department and the Agency are sometimes referred to in this Agreement as a "Party" and collectively as the "Parties." NOW, THEREFORE, in consideration of the mutual benefits to be derived from joint participation on the Project, the Parties agree to the following: 1. A u th o rity . The Agency, by Resolution or other form of official authorization, a copy of which is attached as Ex h ib it "D ", A g e n cy R es o lutio n and made a part of this Agreement, has authorized its officers to execute this Agreement on its behalf. The Department has the authority pursuant to Section(s) 341.051, Florida Statutes, to enter into this Agreement. 2. P u rp o s e of A g reem e nt. The purpose of this Agreement is to provide for the Department's participation in Village of Key Biscayne will provide an expanded on-demand transit service by adding three (3) more vehicles, as further described in Ex h ib it "A ", Proje ct D escrip ti o n and R es po ns ib ilitie s , attached and incorporated into this Agreement ("Project"), to provide Department financial assistance to the Agency, 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. 3. P ro g ram A rea. For identification purposes only, this Agreement is implemented as part of the Department program area selected below (select all programs that apply): A v iatio n Sea p o rt s ~ T ran s it ln te rm o d a l R a il C ro ss ing C lo s u re M atch to D irect F e d e ra l Fu n d ing (Aviation or Transit) (Note: Section 15 and Exhibit G do not apply to federally matched funding) O the r 4. E x h ib its. The following Exhibits are attached and incorporated into this Agreement: ~ Exhibit A: Project Description and Responsibilities ~ Exhibit 8: Schedule of Financial Assistance *Exhibit 81: Deferred Reimbursement Financial Provisions *Exhibit 82: Advance Payment Financial Provisions *Exhibit 83: Alternative Advanced Pay (Transit Bus Program) *Exhibit C: Terms and Conditions of Construction ~ Exhibit D: Agency Resolution ~ Exhibit E: Program Specific Terms and Conditions ~ Exhibit F: Contract Payment Requirements ~ *Exhibit G: Audit Requirements for Awards of State Financial Assistance Page 1 of 22 STATE OF FLO RIDA DEPA RTM ENT OF TRA NSPO RTATIO N PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 *Exhibit H: Audit Requirements for Awards of Federal Financial Assistance *Exhibit I: Certification of Disbursement of Payment to Vehicle and/or Equipment Vendor *Additional Exhibit(s): *Indicates that the Exhibit is only attached and incorporated if applicable box is selected. 5. Time. Unless specified otherw ise, all references to "days" within this Agreement refer to calendar days. 6. Term of Agreement. This Agreement shall commence upon full execution by both Parties ("Effective Date") and continue through December 31, 2024. If the Agency does not complete the Project within this time period, this Agreement will expire unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to 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. a. _ If this box is checked the following provision applies: Unless terminated earlier, work on the Project shall commence no later than the _ day of_, or within _ 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 option to immediately terminate this Agreement should the Agency fail to meet the above-required dates. 7. 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 otherw ise encumbered by the Agency under any circumstances without the prior written consent of the Department. 8. Termination or Suspension of Project. The Department may, by written notice to the Agency, suspend any or all of the Department's obligations under this Agreement for the Agency'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. a. Notwithstanding any other provision of this Agreement, if the Department intends to terminate the Agreement, the Department shall notify the Agency of such termination in writing at least thirty (30) days prior to 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 Agency shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed the equivalent percentage of the Department's maximum financial assistance. If any portion of the Project is located on the Department's right-of-way, then 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 Agency. d. In the event the Agency fails to perform or honor the requirements and provisions of this Agreement, the Agency 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. e. The Department reserves the right to unilaterally cancel this Agreement for failure by the Agency to comply with the Public Records provisions of Chapter 119, Florida Statutes. Page 2 of 22 S T A T E O F F L O R ID A D E P A R T M E N T O F T RA N S P O R T A T IO N PUBLIC TRANSPORTATION GRA NT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 9. P roje ct C o st: a. The estimated total cost of the Project is $333,358. This amount is based upon Exhib it "B ", Sc h e d u le of F ina n c ia l A ss is tanc e . The timeline for deliverables and distribution of estimated amounts between deliverables within a grant phase, as outlined in Exh ib it "B ", Sched u le of Fin a n c ia l A s s istanc e , may be modified by mutual written agreement of the Parties and does not require execution of an A m e nd m e nt to the Pub lic T rans p o rt atio n G rant A g reem ent. The timeline for deliverables and distribution of estimated amounts between grant phases requires an amendment executed by both Parties in the same form as this Agreement. b . The Department agrees to participate in the Project cost up to the maximum amount of $166,679 and, the Department's participation in the Project shall not exceed 50.00% of the total eligible cost of the Project and as more fully described in Exh ib it "B ", Sche d u le of Fin a n c ia l A s s is tanc e . The Agency agrees to bear all expenses in excess of the amount of the Department's participation and any cost overruns or deficits involved. 10 . C o m p e n s atio n an d Pay m e nt: a. Elig ib le C o st. The Department shall reimburse the Agency for allowable costs incurred as described in Ex hib it "A ", Proje ct D esc rip ti o n and R es p o nsib ilitie s, and as set forth in Ex h ib it "B ", S c he d u le of Fina n c ia l A ss is ta nce. b . D e liv e ra b le s . The Agency 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 and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Ex h ib it "A ", P roje ct D esc riptio n an d R esp o ns ib ili tie s. Modifications to the deliverables in Ex h ib it "A ", Proje ct D e sc rip tio n and R es po nsib ili ti e s requires a formal written amendment. c. In v o ic in g . Invoices shall be submitted no more often than monthly by the Agency in detail sufficient for a proper pre-audit and post-audit, based on the quantifiable, measurable, and verifiable deliverables as established in Exhib it "A ", Proje ct D esc rip tio n an d R es p o n s ib ili tie s . Deliverables and costs incurred must be received and approved by the Department prior to reimbursement. Requests for reimbursement by the Agency shall include an invoice, progress report, and supporting documentation for the deliverables being billed that are acceptable to the Department. The Agency shall use the format for the invoice and progress report that is approved by the Department. d . S u p p o rt in g D o c um e ntatio n . Supporting documentation must establish that the deliverables were received and accepted in writing by the Agency and must also establish that the required minimum standards or level of service to be performed based on the criteria for evaluating successful completion as specified in Ex hib it "A ", Proje ct D escrip tio n and R es p o n s ib ilitie s has been met. All costs invoiced shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers evidencing in proper detail the nature and propriety of charges as described in Exhib it "F ", C o ntract Pay m ent R eq u irem ents. e. T rave l Ex pe ns es . The selected provision below is controlling regarding travel expenses: ~ Travel expenses are NOT eligible for reimbursement under this Agreement. Travel expenses ARE eligible for reimbursement under this Agreement. Bills for travel expenses specifically authorized in this Agreement shall be submitted on the Department's Contractor Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061, Page 3 of 22 STATE OF FLOR ID A DEPAR TM ENT OF TRA NSPO RTATI O N PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 Florida Statutes, and the most current version of the Department's Disbursement Handbook for Employees and Managers. f. Financial Consequences. Payment shall be made only after receipt and approval of deliverables and costs incurred 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 Section 334.044(29), Florida Statutes. If the Department determines that the performance of the Agency is unsatisfactory, the Department shall notify the Agency of the deficiency to be corrected, which correction shall be made within a time­ frame to be specified by the Department. The Agency shall, within thirty (30) days after notice from the Department, provide the Department with a corrective action plan describing how the Agency 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 Agency will not be reimbursed. If the deficiency is subsequently resolved, the Agency may bill the Department for the amount that was previously not reimbursed during the next billing period. If the Agency is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement's term. g. Invoice Processing. An Agency receiving financial assistance from the Department should be aware of the following time frames. Inspection or verification and approval of deliverables 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 deliverables are received, inspected or verified, 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 ), Florida Statutes, will be due and payable, in addition to the invoice amount, to the Agency. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. Invoices that have to be returned to an Agency because of Agency preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Agency 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 Retention. The Agency shall maintain an accounting system or separate accounts to ensure funds and projects are tracked separately. 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 records shall be furnished to the Department upon request. Records of costs incurred include the Agency's general accounting records and the Project records, together with supporting documents and records, of the 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. Progress Reports. Upon request, the Agency 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. Submission of Other Documents. The Agency shall submit to the Department such data, reports, records, contracts, and other documents relating to the Project as the Department Page 4 of 22 S T A T E O F F L O R ID A D E P A R T M E N T O F T RA N S P O R T A T IO N PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 m ay req uire as listed in Ex hib it "E ", Prog ram S p e c ifi c T erm s and C o nd itio ns attached to and inco rpo rated into this A gree m e nt. k. O ff sets fo r C la im s . If, aft e r Pro je ct com pletion, any cla im is m a de by the D epart m ent resulting from an audit or fo r w o rk or se rv ices pe rf orm e d pursua nt to this A gree m e nt, the D e part m ent m a y off set such am o unt fro m paym e nts due for w ork or se rv ices done und er any agreem ent that it has w ith the A ge ncy ow ing such am o unt if, upon w ritt en de m a nd, pa ym e nt of the am ount is not m ade w ithin 60 da ys to the D e pa rt m ent. O ff sett ing any am o unt pursuant to this pa ragraph sha ll no t be co nside red a breach of co ntract by the D e pa rt m e nt. I. F in a l In v o ice . T he A ge ncy m ust subm it the fina l invo ice on the Project to the D e part m ent w ithin 12 0 days aft e r the co m p letio n of the Proje ct. Invoice s sub m itt ed aft e r the 12 0 -day tim e pe rio d m ay not be pa id . m . D e p art m e nt's Pe rf o rm a n c e and Pay m e nt C o nti n g ent U p o n A nn u a l A p p ro p riatio n by the Leg is lature. T he D e pa rt m e nt's pe rf orm ance and obligation to pay under this A gree m ent is co ntinge nt up o n an annua l appropriation by the Leg islature. If the D e pa rt m ent's funding for this Project is in m ultip le fiscal years, a notice of availa bility of funds fr o m the D e part m ent's proje ct m ana ge r m ust be received prio r to co sts be ing incurred by the A ge ncy. Se e Exh ib it "B ", Sc h e d u le of Fin a nc ia l A s s istanc e fo r fund ing leve ls by fiscal ye a r. Project costs utilizing any fisca l ye a r funds are not eligib le fo r re im b urse m e nt if incurred prior to funds approva l be ing rece ived . T he D e pa rt m e nt w ill no tify the A gency, in w riting , w hen funds are availa ble . n. Li m its o n C o ntracts Ex ce e d ing $25 ,00 0 and T e rm m o re tha n 1 Y ea r. In the event this A gree m e nt is in excess of $2 5,0 00 and has a te rm fo r a pe riod of m ore than one year, the provisio ns of Sectio n 33 9.13 5 (6)(a), F lo rida Statutes, are hereby inco rpo rated: "T he D e pa rt m e nt, during any fisca l yea r, shall no t expend m oney, incur any lia bility, or ente r into any co ntract w hich, by its term s, involves the expenditure of m o ne y in exce ss of the am o unts bud ge ted as availa ble for expend iture during such fisca l yea r. A ny contract, ve rbal or w ritt en, m ade in violation of this sub se ctio n is nu ll and vo id, and no m one y m ay be paid on such contract. T he D e pa rt m e nt sha ll require a statem ent fro m the co m ptro lle r of the D e pa rt m e nt tha t funds are available prior to ente ring into any such contract or othe r bind ing com m itm e nt of funds. N othing herein co nta ined shall preve nt the m a king of co ntracts fo r pe rio ds excee d ing 1 ye a r, but any co ntract so m ade sha ll be executory only fo r the value of the serv ices to be rende red or agreed to be pa id fo r in succeeding fiscal years; and this pa rag raph shall be incorpo rated ve rba tim in all contracts of the D e pa rt m e nt w hich are for an am o unt in exce ss of $2 5,0 0 0 and w hich ha ve a term for a pe rio d of m o re than 1 year." o . A g e n cy O b lig atio n to R efund D e pa rt m e nt. A ny Project funds m a de availa ble by the D e pa rt m e nt pursua nt to this A gree m e nt that are de te rm ine d by the D e pa rt m ent to have been expe nded by the A ge ncy in vio latio n of this A gree m ent or any othe r ap plica ble law or regulatio n sha ll be pro m ptly refunde d in full to the D epa rt m ent. A cce pta nce by the D e part m ent of any do cum e ntatio n or ce rt ificatio ns, m a ndatory or othe rw ise pe rm itt ed , tha t the A ge ncy fil es sha ll not co nstitute a w a ive r of the D epa rt m ent's rig hts as the fund ing agency to verify all inform atio n at a late r da te by aud it or investig a tio n. p . N o n -E lig ib le C o sts . In dete rm ining the am ount of the paym ent, the D e part m ent w ill exclude all Proje ct costs inc urred by the A ge ncy prio r to the executio n of this A greem ent, co sts incurred aft e r the expiratio n of the A g reem e nt, costs that are not provide d for in Ex hib it "A ", P roject D e sc rip tio n and R es p o ns ib ilitie s , and as set fo rt h in Ex h ib it "B ", Sche d u le of Fin an cial A ss istan c e , co sts agree d to be bo rn e by the A ge ncy or its co ntracto rs and sub co ntractors fo r Page 5 of 22 STATE OF FLORIDA DEPARTMENT OF TRA NSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 412512023 not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangement that has not been approved in writing by the Department. Specific unallowable costs may be listed in Exhibit "A", Project Description and Responsibilities. 11. General Requirements. The Agency 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. Necessary Permits Certification. The Agency shall certify to the Department that the Agency's design consultant and/or construction contractor has secured the necessary permits. b. Right-of-Way Certification. If the Project involves construction, then the Agency 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. Certification is required prior to authorization for advertisement for or solicitation of bids for construction of the Project, even if no right-of-way is required. c. Notification Requirements When Performing Construction on Department's Right-of­ Way. 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 Agency shall provide the Department with written notification of either its intent to: i. Require the construction work of the Project that is on the Department's right-of-way to be performed by a Department prequalified contractor, or ii. Construct the Project utilizing existing Agency employees, if the Agency can complete said Project within the time frame set forth in this Agreement. d. _ If this box is checked, then the Agency is permitted to utilize its own forces and the following provision applies: Use of Agency Workforce. In the event the Agency proceeds with any phase of the Project utilizing its own forces, the Agency will only be reimbursed for direct costs (this excludes general overhead). e. _ If this box is checked, then the Agency is permitted to utilize Indirect Costs: Reimbursement for Indirect Program Expenses (select one): i. _ Agency has selected to seek reimbursement from the Department for actual indirect expenses (no rate). ii. _ Agency has selected to apply a de minimus rate of 10% to modified total direct costs. Note: The de minimus rate is available only to entities that have never had a negotiated indirect cost rate. When selected, the de minimus rate must be used consistently for all federal awards until such time the agency chooses to negotiate a rate. A cost policy statement and de minimis certification form must be submitted to the Department for review and approval. iii. _ Agency has selected to apply a state or federally approved indirect cost rate. A federally approved rate agreement or indirect cost allocation plan (ICAP) must be submitted annually. f. Agency Compliance with Laws, Rules, and Regulations, Guidelines, and Standards. The Agency 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. Page 6 of 22 S T A T E O F F L O R ID A D E P A R T M E N T O F T RA N S P O R T A T IO N PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 g. Claims and Requests for Additional Work. The Agency shall have the sole responsibility for resolving claims and requests for additional work for the Project. The Agency will make best efforts to obtain the Department's input in its decisions. The Department is not obligated to reimburse for claims or requests for additional work. 12. Contracts of the Agency: a. Approval of Third Party Contracts. The Department specifically reserves the right to review and approve any and all third party contracts with respect to the Project before the Agency executes or obligates itself in any manner requiring the disbursement of Department funds, including consultant and purchase of commodities contracts, or amendments thereto. If the Department chooses to review and approve third party contracts for this Project and the Agency fails to obtain such approval, that shall be sufficient cause for nonpayment by the Department. The Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of the same. If Federal Transit Administration (FTA) funds are used in the Project, the Department must exercise the right to third party contract review. b. Procurement of Commodities or Contractual Services. It is understood and agreed by the Parties hereto that participation by the Department in a project with the Agency, where said project involves the purchase of commodities or contractual services where purchases or costs exceed the Threshold Amount for CATEGORY TWO per Section 287.017, Florida Statutes, is contingent on the Agency complying in full with the provisions of Section 287.057, Florida Statutes. The Agency's Authorized Official shall certify to the Department that the Agency's purchase of commodities or contractual services has been accomplished in compliance with Section 287.057, Florida Statutes. It shall be the sole responsibility of the Agency to ensure that any obligations made in accordance with this Section comply with the current threshold limits. Contracts, purchase orders, task orders, construction change orders, or any other agreement that would result in exceeding the current budget contained in Exhibit "B", Schedule of Financial Assistance, or that is not consistent with the Project description and scope of services contained in Exhibit "A", Project Description and Responsibilities must be approved by the Department prior to Agency execution. Failure to obtain such approval, and subsequent execution of an amendment to the Agreement if required, shall be sufficient cause for nonpayment by the Department, in accordance with this Agreement. c. Consultants' Competitive Negotiation Act. It is understood and agreed by the Parties to this Agreement that participation by the Department in a project with the Agency, where said project involves a consultant contract for professional services, is contingent on the Agency's full compliance with provisions of Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act. In all cases, the Agency's Authorized Official shall certify to the Department that selection has been accomplished in compliance with the Consultants' Competitive Negotiation Act. d. Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of the Department that DBEs, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with Department funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The Agency and its contractors agree to ensure that DBEs have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBEs have the opportunity to compete for and perform contracts. The Agency and its contractors and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. Page 7 of 22 STATE OF FLOR IDA DEPARTM ENT OF TRA NSPO RTATIO N PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 13. Maintenance Obligations. In the event the Project includes construction or the acquisition of commodities then the following provisions are incorporated into this Agreement: a. The Agency agrees to accept all future maintenance and other attendant costs occurring after completion of the Project for all improvements constructed or commodities acquired as part of the Project. The terms of this provision shall survive the termination of this Agreement. 14. Sale, Transfer, or Disposal of Department-funded Property: a. The Agency will not sell or otherwise transfer or dispose of any part of its title or other interests in real property, facilities, or equipment funded in any part by the Department under this Agreement without prior written approval by the Department. b. If a sale, transfer, or disposal by the Agency of all or a portion of Department-funded real property, facilities, or equipment is approved by the Department, the following provisions will apply: i. The Agency shall reimburse the Department a proportional amount of the proceeds of the sale of any Department-funded property. ii. The proportional amount shall be determined on the basis of the ratio of the Department funding of the development or acquisition of the property multiplied against the sale amount, and shall be remitted to the Department within ninety (90) days of closing of sale. iii. Sale of property developed or acquired with Department funds shall be at market value as determined by appraisal or public bidding process, and the contract and process for sale must be approved in advance by the Department. iv. If any portion of the proceeds from the sale to the Agency are non-cash considerations, reimbursement to the Department shall include a proportional amount based on the value of the non-cash considerations. c. The terms of provisions "a" and "b" above shall survive the termination of this Agreement. i. The terms shall remain in full force and effect throughout the useful life of facilities developed, equipment acquired, or Project items installed within a facility, but shall not exceed twenty (20) years from the effective date of this Agreement. ii. There shall be no limit on the duration of the terms with respect to real property acquired with Department funds. 15. Single Audit. The administration of Federal or State resources awarded through the Department to the Agency by this Agreement may be subject to audits and/or monitoring by the Department. The following requirements do not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of Federal awards or State financial assistance or limit the authority of any state agency inspector general, the State of Florida Auditor General, or any other state official. The Agency shall comply with all audit and audit reporting requirements as specified below. Federal Funded: a. In addition to reviews of audits conducted in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, monitoring procedures may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to Federal awards provided Page 8 of 22 S T A T E O F F L O R ID A D E P A R T M E N T O F T RA N S P O R T A T IO N PUBLIC TRANSPORTATION GRA NT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/2512023 through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, State of Florida Chief Financial Officer (CFO), or State of Florida Auditor General. b. The Agency, a non-Federal entity as defined by 2 CFR Part 200, Subpart F - Audit Requirements, as a subrecipient of a Federal award awarded by the Department through this Agreement, is subject to the following requirements: i. In the event the Agency expends a total amount of Federal awards equal to or in excess of the threshold established by 2 CFR Part 200, Subpart F - Audit Requirements, the Agency must have a Federal single or program-specific audit conducted for such fiscal year in accordance with the provisions of 2 CFR Part 200, Subpart F - Audit Requirements. Exhib it "H ", A ud it R equirem ents fo r A w ards of F e d e ral Fin a n c ial A ssistance, to this Agreement provides the required Federal award identification information needed by the Agency to further comply with the requirements of 2 CFR Part 200, Subpart F - Audit Requirements. In determining Federal awards expended in a fiscal year, the Agency must consider all sources of Federal awards based on when the activity related to the Federal award occurs, including the Federal award provided through the Department by this Agreement. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by 2 CFR Part 200, Subpart F - Audit Requirements. An audit conducted by the State of Florida Auditor General in accordance with the provisions of 2 CFR Part 200, Subpart F - Audit Requirements, will meet the requirements of this part. ii. In connection with the audit requirements, the Agency shall fulfill the requirements relative to the auditee responsibilities as provided in 2 CFR Part 200, Subpart F - Audit Requirements. iii. In the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F -Audit Requirements, in Federal awards, the Agency is exempt from Federal audit requirements for that fiscal year. However, the Agency must provide a single audit exemption statement to the Department at FDOTSinqleAudit@dot.state.fl.us no later than nine months after the end of the Agency's audit period for each applicable audit year. lr.i the event the Agency expends less than the threshold established by 2 CFR Part 200, Subpart F - Audit Requirements, in Federal awards in a fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F - Audit Requirements, the cost of the audit must be paid from non-Federal resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than Federal entities). iv. The Agency must electronically submit to the Federal Audit Clearinghouse (FAC) at https://harvester.censws.gov/facweb/; the audit reporting package as required by 2 CFR Part 200, Subpart F -Audit Requirements, within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by 2 CFR Part 200, Subpart F -Audit Requirements. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSingleAudit@dof.state\fllus within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period as required by 2 CFR Part 200, Subpart F -Audit Requirements. v . Within six months of acceptance of the audit report by the FAC, the Department will review the Agency's audit reporting package, including corrective action plans and Page 9 of 22 STATE OF FLORIDA DEPARTMENT OF TRA NSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 412512023 management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the Federal award provided through the Department by this Agreement. If the Agency fails to have an audit conducted in accordance with 2 CFR Part 200, Subpart F -Audit Requirements, the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance, which actions may include but not be limited to the following: 1. Temporarily withhold cash payments pending correction of the deficiency by the Agency or more severe enforcement action by the Department; 2. Disallow (deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance; 3. Wholly or partly suspend or terminate the Federal award; 4. Initiate suspension or debarment proceedings as authorized under 2 C.F.R. Part 180 and Federal awarding agency regulations (or in the case of the Department, recommend such a proceeding be initiated by the Federal awarding agency); 5. Withhold further Federal awards for the Project or program; 6. Take other remedies that may be legally available. vi. As a condition of receiving this Federal award, the Agency shall permit the Department or its designee, the CFO, or State of Florida Auditor General access to the Agency's records, including financial statements, the independent auditor's working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved. vii. lihe Department's contact information for requirements under this part is as follows: Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0450 FDO'fSindleAudit@ddt.state.fl.,ws State Funded: a. In addition to reviews of audits conducted in accordance with Section 215.97, Florida Statutes, monitoring procedures to monitor the Agency's use of state financial assistance may include but not be limited to on-site visits by Department staff and/or other procedures, including reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to state financial assistance awarded through the Department by this Agreement. By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures/processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, the Department of Financial Services (DFS), or State of Florida Auditor General. b. The Agency, a "nonstate entity" as defined by Section 215.97, 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 Agency meets the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency must have a State single or project­ specific audit conducted for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and Page 10 of 22 S T A T E O F F L O R ID A D E P A R T M E N T O F T RA N S P O R T A T IO N PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. Exhibit "G", Audit Requirements for Awards of State Financial Assistance, to this Agreement indicates state financial assistance awarded through the Department by this Agreement needed by the Agency to further comply with the requirements of Section 215.97, Florida Statutes. In determining the state financial assistance expended in a fiscal year, the Agency shall consider all sources of state financial assistance, including state financial assistance received from the Department by this Agreement, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass-through awards and resources received by a nonstate entity for Federal program matching requirements. ii. In connection with the audit requirements, the Agency shall ensure that the audit complies with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2)(e), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. iii. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, the Agency is exempt for such fiscal year from the state single audit requirements of Section 215.97, Florida Statutes. However, the Agency must provide a single audit exemption statement to the Department at FDOTSingleAudit@dot.state.fl.us no later than nine months after the end of the Agency's audit period for each applicable audit year. In the event the Agency does not meet the audit threshold requirements established by Section 215.97, Florida Statutes, in a fiscal year and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the Agency's resources (i .e., the cost of such an audit must be paid from the Agency's resources obtained from other than State entities). iv. In accordance with Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, copies of financial reporting packages required by this Agreement shall be submitted to: Florida Department of Transportation Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0405 FDOTSingleAudit@dot. state. fl. us And State of Florida Auditor General Local Government Audits/342 111 West Madison Street, Room 401 Tallahassee, FL 32399-1450 Email: flaudgen localgovt@aud.state.fl.us v. Any copies of financial reporting packages, reports, or other information required to be submitted to the Department shall be submitted timely in accordance with Section 215.97, Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable. vi. The Agency, when submitting financial reporting packages to the Department for audits done in accordance with Chapters 10.550 (local governmental entities) or Page 11 of 22 STATE OF FLO RIDA DEPARTM ENT OF TRA NSPORTATIO N PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date the reporting package was delivered to the Agency in correspondence accompanying the reporting package. vii. Upon receipt, and within six months, the Department will review the Agency's financial reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate corrective action on all deficiencies has been taken pertaining to the state financial assistance provided through the Department by this Agreement. If the Agency fails to have an audit conducted consistent with Section 215.97, Florida Statutes, the Department may take appropriate corrective action to enforce compliance. viii. As a condition of receiving state financial assistance, the Agency shall permit the Department or its designee, DFS, or the Auditor General access to the Agency's records, including financial statements, the independent auditor's working papers, and project records as necessary. Records related to unresolved audit findings, appeals, or litigation shall be retained until the action is complete or the dispute is resolved. c. The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued and shall allow the Department or its designee, DFS, or State of Florida Auditor General access to such records upon request. The Agency shall ensure that the audit working papers are made available to the Department or its designee, DFS, or State of Florida Auditor General upon request for a period of five years from the date the audit report is issued, unless extended in writing by the Department. 16. Notices and Approvals. Notices and approvals referenced in this Agreement must be obtained in writing from the Parties' respective Administrators or their designees. 17. Restrictions, Prohibitions, Controls and Labor Provisions: a. Convicted Vendor List. 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. Discriminatory Vendor List. 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. Non-Responsible Contractors. An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied, or have further been determined by the Department to be a non-responsible contractor, may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the Agency. Page 12 of 22 S T A T E O F F L O R ID A D E P A R T M E N T O F T RA N S P O R T A T IO N PUBLIC TRANSPORTATION GRA NT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 d. Prohibition on Using Funds for Lobbying. 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. Unauthorized Aliens. 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. Procurement of Construction Services. If the Project is procured pursuant to Chapter 255, Florida Statutes, for construction services and at the time of the competitive solicitation for the Project, 50 percent or more of the cost of the Project is to be paid from state-appropriated funds, then the Agency must comply with the requirements of Section 255.0991, Florida Statutes. g. E-Verify. The Agency 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 Agency 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. h. Executive Order 20-44. Pursuant to Governor's Executive Order 20-44, if the Agency is required by the Internal Revenue Code to file IRS Form 990 and is named in statute with which the Department must form a sole-source, public-private agreement; or through contract or other agreement with the State, annually receives 50% or more of its budget from the State or from a combination of State and Federal funds, Recipient shall submit an Annual Report to the Department, including the most recent IRS Form 990, detailing the total compensation for each member of the Agency executive leadership team. Total compensation shall include salary, bonuses, cashed-in leave, cash equivalents, severance pay, retirement benefits, deferred compensation, real-property gifts, and any other payout. The Agency shall inform the Department of any changes in total executive compensation during the period between the filing of Annual Reports within 60 days of any change taking effect. All compensation reports shall detail the percentage of executive leadership compensation received directly from all State and/or Federal allocations to the Agency. Annual Reports shall be in the form approved by the Department and shall be submitted to the Department at fdotsingleaudit@dot.state.fl.us within 180 days following the end of each tax year of the Agency receiving Department funding. i. Design Services and Construction Engineering and Inspection Services. If the Project is wholly or partially funded by the Department and administered by a local governmental entity, except for a seaport listed in Section 311.09, Florida Statutes, or an airport as defined in Section 332.004, Florida Statutes, the entity performing design and construction engineering and inspection services may not be the same entity. 18. 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 Agency guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Agency or any Page 13 of 22 STATE OF FLO R IDA DEPARTM ENT OF TRA NSPO RTATIO N PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 subcontractor, in connection with this Agreement. Additionally, the Agency shall indemnify, defend, and hold harmless 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, recklessness, or intentional wrongful misconduct of the Agency and persons employed or utilized by the Agency in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. Additionally, the Agency 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 Agency's contractor/consultant shall indemnify, defend, and hold harmless the Agency 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, 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." b. The Agency 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 subconsultant(s) 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 Agency elects to self-perform the Project, then the Agency may self-insure. If the Agency elects to hire a contractor or consultant to perform the Project, then the Agency shall carry, or cause its contractor or consultant to carry, Commercial General Liability insurance providing continuous coverage for all work or operations performed under this 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. The Agency shall cause, or cause its contractor or consultant to 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 and such deductibles shall be paid by the Named Insured. No policy/ies or coverage described herein may contain or be subject to a Retention or a Self-Insured Retention unless the Agency 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, Page 14 of 22 S T A T E O F F L O R ID A D E P A R T M E N T O F T RA N S P O R T A T IO N PUBLIC TRANSPORTATION GRA NT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 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, the Agency shall, or cause its contractor to, in addition to the insurance coverage required 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 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 the paragraph 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. 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 Commercial General Liability policy/ies procured above. 19. Miscellaneous: a. Environmental Regulations. The Agency will be solely responsible for compliance with all applicable environmental regulations and for any liability arising from non-compliance with these regulations, and will reimburse the Department for any loss incurred in connection therewith. b. Non-Admission of Liability. In no event shall the making by the Department of any payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist on the part of the Agency and the making of such payment by the Department, while any such breach or default shall exist, shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. c. Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance, the remainder would then continue to conform to the terms and requirements of applicable law. d. Agency not an agent of Department. The Agency and the Department agree that the Agency, its employees, contractors, subcontractors, consultants, and subconsultants are not agents of the Department as a result of this Agreement. e. Bonus or Commission. By execution of the Agreement, the Agency represents that it has not paid and, also agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder. f. Non-Contravention of State Law. Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision or perform any act or do any other thing in Page 15 of 22 STATE OF FLOR IDA DEPA RTM ENT OF TRA NSPORTATIO N PUBLIC TRANSPORTATION GRANT AGREEMENT Form 725-000-01 STRATEGIC DEVELOPMENT OGC 4/25/2023 contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Agency will at once notify the Department in writing so that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the Project. g. Execution of Agreement. 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. h. Federal Award Identification Number (FAIN). If the FAIN is not available prior to execution of the Agreement, the Department may unilaterally add the FAIN to the Agreement without approval of the Agency and without an amendment to the Agreement. If this occurs, an updated Agreement that includes the FAIN will be provided to the Agency and uploaded to the Department of Financial Services' Florida Accountability Contract Tracking System (FACTS). i. Inspector General Cooperation. The Agency agrees to comply with Section 20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. j. Law, Forum, and Venue. 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 Agency 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. IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year written above. AGENCY Village of Key Biscayne By:----------­ Name: Title: ------------ STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION By:---------------- Name: ------------------ Title: D6-Director of Transportation Development STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION Legal Review: Page 16 of 22 To: Simon.Huang@dot.state.fl.us FLORIDA DEPARTMENT OF TRANSPORTATION FUNDS APPROVAL G2M87 8/11/2023 CONTRACT INFORMATION Contract: G2M87 Contract Type: GD - GRANT DISBURSEMENT (GRANT) Method of Procurement: G - GOVERMENTAL AGENCY (287.057,F.S.) Vendor Name: VILLAGE OF KEY BISCAYNE Vendor ID: F650291811001 Beginning Date of This Agreement: 08/10/2023 Ending Date of This Agreement: 12/31/2024 Contract Total/Budgetary Ceiling: ct= $166,679.00 Description: SFY24 - SERVICE DEVELOPMENT GRANT FREEBEE FOR VILLAGE OF KEYBISCAYNE FUNDS APPROVAL INFORMATION FUNDS APPROVED/REVIEWED FOR ROBIN M. NAITOVE, CPA, COMPTROLLER ONS/11/2023 Action: Original Reviewed or Approved: APPROVED Organization Code: 55062020629 Expansion Option: A1 Object Code: 751000 Amount: $166,679.00 Financial Project: 45206718401 Work Activity (FCT): 215 CFDA: Fiscal Year: 2024 Budget Entity: 55100100 Category/Category Year 088774/24 Amendment ID: 0001 Sequence: 00 User Assigned ID: Enc Line (6s)/Status: 0001/04 Total Amount: $166,679.00 Page1 of 1 STATE OF FLORIDA DEPARTMENT OF TRA NSPORTATION PUBLIC TRANSPORTATION GRANT AGREEMENT EXHIBITS Form 725-000-02 STRATEGIC DEVELOPMENT OGC 4/25/2023 EXHIBIT A Project Description and Responsibilities A. Project Description (description of Agency's project to provide context, description of project components funded via this Agreement (if not the entire project)): Village of Key Biscayne entered an agreement with Freebee starting in 2016, providing free on-demand transportation services for residents, businesses and visitors. The current service consists of five (5) 5-passenger electric vehicles with ADA accessibility. The Village will add three (3) more on-demand vehicles, bringing the total to eight (8) vehicles. This addition will fill the gap in service caused by the discontinuation of County bus service down Harbor Drive. The additional Freebee service will mirror the existing the current schedule (Sunday - Thursday 8AM - 8PM, Friday 8AM-1 0PM, Saturday 1 0AM- 1 0PM) but one of the three additional vehicles may be dedicated as a circulator for Harbor Drive. During non-peak hours, the on-demand service will provide inter-Village trips between 9AM - 4PM. B. Project Location (limits, city, county, map): Village of Key Biscayne /Key Biscayne, FL/Miami-Dade C. Project Scope (allowable costs: describe project components, improvement type/service type, approximate timeline, project schedule, project size): "Service Development Projects specifically include projects involving the use of new technologies, services, routes, or vehicle frequencies; the purchase of special transportation services, and other such techniques for increasing service to the riding public as are applicable to specific localities and transit user groups. Projects involving the application of new technologies or methods for improving operations, maintenance, and marketing in public transit systems can be funded through the Service Development program. Eligible capital costs are any costs that would be defined as capital costs by the Federal Transit Administration. Examples would include, but not be limited to: the acquisition of buses for fleet and service expansions; transfer facilities; intermodal terminals and park and ride facilities; and passenger amenities, such as passenger shelters and bus stop signs. Eligible net operating costs are all operating costs of a project; less any federal funds, fares, or other sources of income to the project." D. Deliverable(s): The Village of Key Biscayne will provide expanded on-demand service, via Freebee. Freebee service will mirror the existing the current schedule (Sunday - Thursday 8AM - 8PM, Friday 8AM-1 0PM, Saturday 1 0AM-1 0PM) but one of the three additional vehicles may be dedicated as a circulator for Harbor Drive. During non­ peak hours, the on-demand service will provide inter-Village trips between 9AM - 4PM. The project scope identifies the ultimate project deliverables. Deliverables for requisition, payment and invoice purposes will be the incremental progress made toward completion of project scope elements. Supporting documentation will be quantifiable, measurable, and verifiable, to allow for a determination of the amount of incremental progress that has been made, and provide evidence that the payment requested is commensurate with the accomplished incremental progress and costs incurred by the Agency. E. Unallowable Costs (including but not limited to): N/A F. Transit Operating Grant Requirements (Transit Only): Transit Operating Grants billed as an operational subsidy will require an expenditure detail report from the Agency that matches the invoice period. The expenditure detail, along with the progress report, will be the required deliverables for Transit Operating Grants. Operating grants may be issued for a term not to exceed three years from execution. The original grant agreement will include funding for year one. Funding for years two and three will be added by amendment as long as the grantee has submitted all invoices on schedule and the project deliverables for the year have been met. Page 17 of 22