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HomeMy WebLinkAbout2024 05 06 Regular 502 Winding Hollow Blvd. - LAP/LFA/Three Party AgreementREGULAR AGENDA ITEM 502 CITY COMMISSION AGENDA | MAY 6, 2024 REGULAR MEETING TITLE Winding Hollow Blvd. - LAP/LFA/Three Party Agreements SUMMARY The attached FDOT agreements are requires execution by the City in order to move forward on the procurement of the proposed right turn lane at Winding Hollow Boulevard. These standard agreements were reviewed by the City Attorney with no edits. This project is a Local Area Participation project wherein the City was able acquire 100% from the Metropolitan Planning Organization (MPO) equal to $1,155,117. The FDOT requires that the City provide supplemental funding $46,818 in escrow in the event there is a shortfall in the overall project funding. Unused supplemental funding will be released back to the City at the completion of the project. FUNDING SOURCE Escrow funding will be provided by the Third Generation Sales Tax. RECOMMENDATION Staff seeks approval from the Commission of the Local Area Participation Agreement (LAP), the Local Funding Agreement (LAF) and the Three-Party Escrow Agreement for the proposed turn lane improvements on eastbound State Road 434 onto Winding Hollow Boulevard. 463 RESOLUTION NO. 2024-09 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA APPROVING THE LOCAL AGENCY PROGRAM AGREEMENT, FPN 432642-1-58-01 FOR THE STATE ROAD 434 AT WINDING HOLLOW BOULEVARD PROJECT WITH THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION; PROVIDING FOR THE REPEAL OF PRIOR INCONSISTENT RESOLUTIONS; SEVERABILITY; AND AN EFFECTIVE DATE. WHEREAS, the City is granted the authority, under § 2(b), Art. VIII of the State Constitution, to exercise any power for municipal purposes, except when expressly prohibited by law; and WHEREAS, the State of Florida Department of Transportation and the City of Winter Springs desire to facilitate the State Road 434 At Winding Hollow Boulevard Project; and WHEREAS, the State of Florida Department of Transportation has requested the City of Winter Springs to execute and deliver to the State of Florida Department of Transportation the Local Agency Program Agreement for the aforementioned project, FPN 432642-1-58-01; and WHEREAS, the City Commission deems that this Resolutions in the best interests of the public health, safety, and welfare of the citizens of Winter Springs. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, SEMINOLE COUNTY, FLORIDA, THAT: Section 1. Incorporation of Recitals. The foregoing recitals are deemed true and correct and are hereby fully incorporated herein by reference. Section 2. Approval of Agreement. The City Commission of the City of Winter Springs hereby approves the Local Agency Program Agreement and any Supplemental Agreements to the Local Agency Program Agreement for the aforementioned project, Financial Project Number (FPN) 432642-1-58-01. Section 3. Severability. If any section, subsection, sentence, clause, phrase, word, or portion of this Resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, whether for substantive or procedural reasons, such portion shall be deemed a separate, distinct, and independent provision, and such holding shall not affect the validity of the remaining portions of this Resolution. Section 4. Repeal of Prior Inconsistent Resolutions. All prior resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of the conflict. Section 5. Effective Date. This Resolution shall become effective immediately upon its adoption by the City Commission of the City of Winter Springs, Florida. 464 ADOPTED by the City Commission of the City of Winter Springs, Florida, in a meeting assembled on this 6 th day of May, 2024. RESOLVED by the City Commission of the City of Winter Springs, in a regular meeting assembled on the 6th day of May, 2024. CITY OF WINTER SPRINGS, FLORIDA KEVIN MCCANN, MAYOR ATTEST: CHRISTIAN GOWAN, CITY CLERK Approved as to legal form and sufficiency for The City of Winter Springs only: ANTHONY A. GARGANESE, CITY ATTORNEY City of Winter Springs Resolution No. 2024-09 Page 2 of 2 465 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 1 of 15 FPN: 432642-1-58-01 FPN: FPN: Federal No (FAIN): D519 083 B Federal No (FAIN): Federal No (FAIN): Federal Award Date: Federal Award Date: Federal Award Date: Fund: ACSU / SU Fund: Fund: Org Code: 55054010508 Org Code: Org Code: FLAIR Approp: 088716 FLAIR Approp: FLAIR Approp: FLAIR Obj: 780000 FLAIR Obj: FLAIR Obj: County No: 77 Contract No: Recipient Vendor No: F591026364005 Recipient Unique Entity ID (UEI) No: MVLQL9BMR2C6 Catalog of Federal Domestic Assistance (CFDA): 20.205 Highway Planning and Construction THIS LOCAL AGENCY PROGRAM AGREEMENT (“Agreement”), is entered into on , by and between the State of Florida Department of Transportation, an agency (This date to be entered by DOT only) of the State of Florida (“Department”), and the City of Winter Springs (“Recipient”). NOW, THEREFORE, in consideration of the mutual benefits to be derived from joint participation on the Project, the Parties agree to the following: 1. Authority: The Department is authorized to enter into this Agreement pursuant to Section 339.12, Florida Statutes. The Recipient by Resolution or other form of official authorization, a copy of which is attached as Exhibit “D” and made a part of this Agreement, has authorized its officers to execute this Agreement on its behalf. 2. Purpose of Agreement: The purpose of this Agreement is to provide for the Department’s participation in the State Road 434 at Winding Hollow Boulevard project, as further described in Exhibit "A", Project Description and Responsibilities attached to and incorporated in this Agreement (“Project”), to provide Department financial assistance to the Recipient; 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. Term of Agreement: The Recipient agrees to complete the Project on or before November 30, 2025. 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 after the term of this Agreement will not be reimbursed by the Department. 4. Project Cost: a. The estimated cost of the Project is $ 1,155,117.00 (One Million One Hundred Fifty-Five Thousand One Hundred Seventeen Dollars and No/100). This amount is based upon the Schedule of Financial Assistance in Exhibit "B", attached to and incorporated in this Agreement. Exhibit “B” may be modified by mutual execution of an amendment as provided for in paragraph 5.i. b. The Department agrees to participate in the Project cost up to the maximum amount of $1,155,117.00 (One Million One Hundred Fifty-Five Thousand One Hundred Seventeen Dollars and No/100) and as more fully described in Exhibit "B". This amount includes Federal-aid funds which are limited to the actual amount of Federal-aid participation. The Department’s participation may be increased or reduced upon determination of the actual bid amounts of the Project by the mutual execution of an amendment. The Recipient agrees to bear all expenses in excess of the total cost of the Project and any deficits incurred in connection with the completion of the Project. c. Project costs eligible for Department participation will be allowed only from the date of this Agreement. It is understood that Department participation in eligible Project costs is subject to: 466 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 2 of 15 i. Legislative approval of the Department's appropriation request in the work program year that the Project is scheduled to be committed; ii. Availability of funds as stated in paragraphs 5.l. and 5.m. of this Agreement; iii. Approval of all plans, specifications, contracts or other obligating documents and all other terms of this Agreement; and iv. Department approval of the Project scope and budget at the time appropriation authority becomes available. 5. Requisitions and Payments a. 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 and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Exhibit “A”. b. Invoices shall be submitted by the Recipient in detail sufficient for a proper pre-audit and post-audit based on the quantifiable, measurable and verifiable units of deliverables as established in Exhibit “A”. Deliverables must be received and accepted in writing by the Department’s Project Manager prior to payments. Requests for reimbursement by the Recipient shall include an invoice, progress report and supporting documentation for the period of services being billed that are acceptable to the Department. The Recipient shall use the format for the invoice and progress report that is approved by the Department. c. The Recipient shall charge to the Project account all eligible costs of the Project except costs agreed to be borne by the Recipient or its contractors and subcontractors. Costs in excess of the programmed funding or attributable to actions which have not received the required approval of the Department shall not be considered eligible costs. All costs charged to the Project, including any approved services contributed by the Recipient or others, shall be supported by properly executed payrolls, time records, invoices, contracts or vouchers evidencing in proper detail the nature and propriety of the charges. 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” was 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 Exhibit “F”, Contract Payment Requirements. e. 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, Florida Statutes and the most current version of the Disbursement Handbook for Employees and Managers. 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 Section 334.044(29), Florida Statutes. If this box is selected, advance payment is authorized for this Agreement and Exhibit “H”, Alternative Advance Payment Financial Provisions is attached and incorporated into this Agreement. 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 thirty (30) 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, 467 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 3 of 15 deliverable deficiencies, or contract non-compliance. If the corrective action plan is unacceptable to the Department, the Recipient will not be reimbursed to the extent of the non-performance. The Recipient will not be reimbursed until the Recipient resolves the deficiency. If the deficiency is subsequently resolved, the Recipient may bill the Department for the unpaid reimbursement request(s) during the next billing period. If the Recipient is unable to resolve the deficiency, the funds shall be forfeited at the end of the Agreement’s term. g. Agencies 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 an 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. The Recipient 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 documents and records shall be furnished to the Department upon request. Records of costs incurred include the Recipient'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. Prior to the execution of this Agreement, a Project schedule of funding shall be prepared by the Recipient and approved by the Department. The Recipient shall maintain said schedule of funding, carry out the Project, and shall incur obligations against and make disbursements of Project funds only in conformity with the latest approved schedule of funding for the Project. The schedule of funding may be revised by execution of a Local Agency Program (“LAP”) Supplemental Agreement between the Department and the Recipient. The Recipient acknowledges and agrees that funding for this project may be reduced upon determination of the Recipient’s contract award amount. 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. l. 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, funds approval from the Department's Comptroller must be received each fiscal year prior to costs being incurred. See Exhibit “B” for funding levels by fiscal year. Project costs utilizing these fiscal year funds are not eligible for reimbursement if incurred prior to funds approval being received. The Department will notify the Recipient, in writing, when funds are available. 468 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 4 of 15 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 $25,000 and which have a term for a period of more than 1 year." 6. Department Payment Obligations: Subject to other provisions of this Agreement, the Department will honor requests for reimbursement to the Recipient pursuant to this Agreement. However, notwithstanding any other provision of this Agreement, the Department may elect by notice in writing not to make a payment if: a. The Recipient shall have made misrepresentation of a material nature in its application, or any supplement or amendment to its application, or with respect to any document or data furnished with its application or pursuant to this Agreement; b. There is any pending litigation with respect to the performance by the Recipient of any of its duties or obligations which may jeopardize or adversely affect the Project, the Agreement or payments to the Project; c. The Recipient shall have taken any action pertaining to the Project which, under this Agreement, requires the approval of the Department or has made a related expenditure or incurred related obligations without having been advised by the Department that same are approved; d. There has been any violation of the conflict of interest provisions contained in paragraph 14.f.; or e. The Recipient has been determined by the Department to be in default under any of the provisions of the Agreement. The Department may suspend or terminate payment for that portion of the Project which the Federal Highway Administration (“FHWA”), or the Department acting in lieu of FHWA, may designate as ineligible for Federal-aid. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Recipient prior to the Department’s issuance of a Notice to Proceed (“NTP”), costs incurred after the expiration of the Agreement, costs which are not provided for in the latest approved schedule 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. The Project will be performed in accordance with all applicable Department procedures, guidelines, manuals, standards, and directives as described in the Department's Local Agency Program Manual (FDOT Topic No. 525-010-300), which by this reference is made a part of this Agreement. Time is of the essence as to each and every obligation under this Agreement. a. A full time employee of the Recipient, qualified to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of this Agreement shall be in responsible charge of the Project, which employee should be able to perform the following duties and functions: 469 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 5 of 15 i. Administers inherently governmental project activities, including those dealing with cost, time, adherence to contract requirements, construction quality and scope of Federal-aid projects; ii. Maintains familiarity of day to day Project operations, including Project safety issues; iii. Makes or participates in decisions about changed conditions or scope changes that require change orders or supplemental agreements; iv. Visits and reviews the Project on a frequency that is commensurate with the magnitude and complexity of the Project; v. Reviews financial processes, transactions and documentation to ensure that safeguards are in place to minimize fraud, waste, and abuse; vi. Directs Project staff, agency or consultant, to carry out Project administration and contract oversight, including proper documentation; vii. Is aware of the qualifications, assignments and on-the-job performance of the Recipient and consultant staff at all stages of the Project. b. Once the Department issues the NTP for the Project, the Recipient shall be obligated to submit an invoice or other request for reimbursement to the Department no less than once every 90 days (quarterly), beginning from the day the NTP is issued. If the Recipient fails to submit quarterly invoices to the Department, and in the event the failure to timely submit invoices to the Department results in the FHWA removing any unbilled funding or the loss of state appropriation authority (which may include the loss of state and federal funds, if there are state funds programmed to the Project), then the Recipient will be solely responsible to provide all funds necessary to complete the Project and the Department will not be obligated to provide any additional funding for the Project. The Recipient waives the right to contest such removal of funds by the Department, if the removal is related to FHWA’s withdrawal of funds or if the removal is related to the loss of state appropriation authority. In addition to the loss of funding for the Project, the Department will also consider the de-certification of the Recipient for future LAP Projects. No cost may be incurred under this Agreement until after the Recipient has received a written NTP from the Department. The Recipient agrees to advertise or put the Project out to bid thirty (30) days from the date the Department issues the NTP to advertise the Project. If the Recipient is not able to meet the scheduled advertisement, the Department District LAP Administrator should be notified as soon as possible. c. If all funds are removed from the Project, including amounts previously billed to the Department and reimbursed to the Recipient, and the Project is off the State Highway System, then the Department will have to request repayment for the previously billed amounts from the Recipient. No state funds can be used on off-system projects, unless authorized pursuant to Exhibit “I”, State Funds Addendum, which will be attached to and incorporated in this Agreement in the event state funds are used on the Project. d. In the event that any election, referendum, approval, permit, notice or other proceeding or authorization is required under applicable law to enable the Recipient to enter into this Agreement or to undertake the Project or to observe, assume or carry out any of the provisions of the Agreement, the Recipient will initiate and consummate, as provided by law, all actions necessary with respect to any such matters. e. The Recipient shall initiate and prosecute to completion all proceedings necessary, including Federal-aid requirements, to enable the Recipient to provide the necessary funds for completion of the Project. f. The Recipient shall submit to the Department such data, reports, records, contracts, and other documents relating to the Project as the Department and FHWA may require. The Recipient shall make such submissions using Department-designated information systems. g. Federal-aid funds shall not participate in any cost which is not incurred in conformity with applicable federal and state laws, the regulations in 23 Code of Federal Regulations (C.F.R.) and 49 C.F.R., and policies and procedures prescribed by the Division Administrator of FHWA. Federal funds shall not be paid on account 470 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 6 of 15 of any cost incurred prior to authorization by FHWA to the Department to proceed with the Project or part thereof involving such cost (23 C.F.R. 1.9 (a)). If FHWA or the Department determines that any amount claimed is not eligible, federal participation may be approved in the amount determined to be adequately supported and the Department shall notify the Recipient in writing citing the reasons why items and amounts are not eligible for federal participation. Where correctable non-compliance with provisions of law or FHWA requirements exists federal funds may be withheld until compliance is obtained. Where non-compliance is not correctable, FHWA or the Department may deny participation in parcel or Project costs in part or in total. For any amounts determined to be ineligible for federal reimbursement for which the Department has advanced payment, the Recipient shall promptly reimburse the Department for all such amounts within 90 days of written notice. h. For any project requiring additional right-of-way, the Recipient must submit to the Department an annual report of its real property acquisition and relocation assistance activities on the project. Activities shall be reported on a federal fiscal year basis, from October 1 through September 30. The report must be prepared using the format prescribed in 49 C.F.R. Part 24, Appendix B, and be submitted to the Department no later than October 15 of each year. 8. Audit Reports: 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 federal awards or limit the authority of any state agency inspector general, the State of Florida 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 2 CFR Part 200, Subpart F – Audit Requirements, monitoring procedures may include, but not be limited to, on-site visits by Department staff and/or other procedures including, reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to federal awards provided through the Department by this Agreement. By entering into this Agreement, the 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, State of Florida Chief Financial Officer (“CFO”), or State of Florida Auditor General. b. The Recipient, a non-federal entity as defined by 2 CFR Part 200, 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 Recipient 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 Recipient must have a federal single or program-specific audit for such fiscal year conducted in accordance with the provisions of 2 CFR Part 200, Subpart F – Audit Requirements. Exhibit “E” to this Agreement provides the required federal award identification information needed by the Recipient 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 Recipient 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 Recipient shall fulfill the requirements relative to the auditee responsibilities as provided in 2 CFR Part 200, Subpart F – Audit Requirements. 471 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 7 of 15 iii. In the event the Recipient expends less than the threshold established by 2 CFR Part 200, Subpart F – Audit Requirements, in federal awards, the Recipient is exempt from federal audit requirements for that fiscal year. 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 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 Recipient’s resources obtained from other than federal entities). iv. The Recipient must electronically submit to the Federal Audit Clearinghouse (“FAC”) at https://harvester.census.gov/facweb/ the audit reporting package as required by 2 CFR Part 200, Subpart F – Audit Requirements, within the earlier of 30 calendar days after receipt of the auditor’s report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by 2 CFR Part 200, Subpart F – Audit Requirements, and this Agreement. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSingleAudit@dot.state.fl.us within the earlier of 30 calendar days after receipt of the auditor’s report(s) or nine months after the end of the audit period as required by 2 CFR Part 200, Subpart F – Audit Requirements. v. Within six months of acceptance of the audit report by the FAC, the Department will review the Recipient’s audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the federal award provided through the Department by this Agreement. If the Recipient 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 Recipient 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 Recipient shall permit the Department or its designee, the CFO, or State of Florida 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. vii. The Department’s contact information for requirements under this part is as follows: Office of Comptroller, MS 24 605 Suwannee Street Tallahassee, Florida 32399-0450 FDOTSingleAudit@dot.state.fl.us 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, the CFO, or State of Florida 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, the CFO, 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. 472 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 8 of 15 9. Termination or Suspension of Project: The Department may, by written notice to the Recipient, suspend any or all of the Department’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. a. If the Department intends to terminate the Agreement, the Department shall notify the Recipient 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 Recipient 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 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. e. The Department reserves the right to unilaterally cancel this Agreement for failure by the Recipient to comply with the Public Records provisions of Chapter 119, Florida Statutes. 10. 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 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, the federal Brooks Act, 23 C.F.R. 172, and 23 U.S.C. 112. At the discretion of the Department, the Recipient will involve the Department in the consultant selection process for all projects funded under this Agreement. In all cases, the Recipient shall certify to the Department that selection has been accomplished in compliance with the Consultants’ Competitive Negotiation Act and the federal Brooks Act. c. The Recipient shall comply with, and require its consultants and contractors to comply with applicable federal law pertaining to the use of Federal-aid funds. The Recipient shall comply with the provisions in the FHWA-1273 form as set forth in Exhibit “G”, FHWA 1273 attached to and incorporated in this Agreement. The Recipient shall include FHWA-1273 in all contracts with contractors performing work on the Project. d. The Recipient shall require its consultants and contractors to take emergency steps to close any public road whenever there is a risk to life, health and safety of the travelling public. The safety of the travelling public is the Department’s first priority for the Recipient. If lane or road closures are required by the LA to ensure the life, health, and safety of the travelling public, the LA must notify the District Construction Engineer and District Traffic Operations Engineer immediately once the travelling public are not at imminent risk. The Department expects professional engineering judgment be applied in all aspects of locally 473 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 9 of 15 delivered projects. Defect management and supervision of LAP project structures components must be proactively managed, monitored, and inspected by department prequalified structures engineer(s). The District Construction Engineer must be notified immediately of defect monitoring that occurs in LAP project construction, whether or not the defects are considered an imminent risk to life, health, or safety of the travelling public. When defects, including but not limited to, structural cracks, are initially detected during bridge construction, the engineer of record, construction engineering inspector, design-build firm, or local agency that owns or is responsible for the bridge construction has the authority to immediately close the bridge to construction personnel and close the road underneath. The LA shall also ensure compliance with the CPAM, Section 9.1.8 regarding actions for maintenance of traffic and safety concerns. 11. Disadvantaged Business Enterprise (DBE) Policy and Obligation: It is the policy of the Department that DBE’s, 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 Recipient and its contractors agree to ensure that DBE’s have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE’s have the opportunity to compete for and perform contracts. The Recipient 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. 12.Compliance with Conditions and Laws: 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. Execution of this Agreement constitutes a certification that the Recipient is in compliance with, and will require its contractors and subcontractors to comply with, all requirements imposed by applicable federal, state, and local laws and regulations, including the “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions,” in 49 C.F.R. Part 29, and 2 C.F.R. Part 200 when applicable. 13. Performance Evaluations: Recipients are evaluated on a project-by-project basis. The evaluations provide information about oversight needs and provide input for the recertification process. Evaluations are submitted to the Recipient’s person in responsible charge or designee as part of the Project closeout process. The Department provides the evaluation to the Recipient no more than 30 days after final acceptance. a. Each evaluation will result in one of three ratings. A rating of Unsatisfactory Performance means the Recipient failed to develop the Project in accordance with applicable federal and state regulations, standards and procedures, required excessive District involvement/oversight, or the Project was brought in-house by the Department. A rating of Satisfactory Performance means the Recipient developed the Project in accordance with applicable federal and state regulations, standards and procedures, with minimal District involvement/oversight. A rating of Above Satisfactory Performance means the Recipient developed the Project in accordance with applicable federal and state regulations, standards and procedures, and the Department did not have to exceed the minimum oversight and monitoring requirements identified for the project. b. The District will determine which functions can be further delegated to Recipients that continuously earn Satisfactory and Above Satisfactory evaluations. 14. Restrictions, Prohibitions, Controls, and Labor Provisions: During the performance of this Agreement, the Recipient agrees as follows, and agrees to require its contractors and subcontractors to include in each subcontract the following provisions: a. The Recipient will comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964, the regulations of the U.S. Department of Transportation issued thereunder, and the assurance by the Recipient pursuant thereto. The Recipient shall include the attached Exhibit “C”, Title VI Assurances in all contracts 474 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 10 of 15 with consultants and contractors performing work on the Project that ensure compliance with Title VI of the Civil Rights Act of 1964, 49 C.F.R. Part 21, and related statutes and regulations. b. The Recipient will comply with all the requirements as imposed by the ADA, the regulations of the Federal Government issued thereunder, and assurance by the Recipient pursuant thereto. c. 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. d. 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. e. 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. f. Neither the Recipient nor any of its contractors or their subcontractors shall enter into any contract, subcontract or arrangement in connection with the Project or any property included or planned to be included in the Project in which any member, officer or employee of the Recipient or the locality during tenure or for 2 years thereafter has any interest, direct or indirect. If any such present or former member, officer or employee involuntarily acquires or had acquired prior to the beginning of tenure any such interest, and if such interest is immediately disclosed to the Recipient, the Recipient, with prior approval of the Department, may waive the prohibition contained in this paragraph provided that any such present member, officer or employee shall not participate in any action by the Recipient or the locality relating to such contract, subcontract or arrangement. The Recipient shall insert in all contracts entered into in connection with the Project or any property included or planned to be included in any Project, and shall require its contractors to insert in each of their subcontracts, the following provision: "No member, officer or employee of the Recipient or of the locality during his tenure or for 2 years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." The provisions of this paragraph shall not be applicable to any agreement between the Recipient and its fiscal depositories or to any agreement for utility services the rates for which are fixed or controlled by a governmental agency. g. No member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or any benefit arising therefrom. 15. 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 guarantees 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. 475 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 11 of 15 b. To the extent provided by law, Recipient shall indemnify, defend, and hold harmless the Department against any actions, claims, or damages arising out of, relating to, or resulting from negligent or wrongful act(s) of Recipient, or any of its officers, agents, or employees, acting within the scope of their office or employment, in connection with the rights granted to or exercised by Recipient hereunder, to the extent and within the limitations of Section 768.28, Florida Statutes. The foregoing indemnification shall not constitute a waiver of the Department’s or Recipient’s sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute agreement by Recipient to indemnify the Department for the negligent acts or omissions of the Department, its officers, agents, or employees, or for the acts of third parties. Nothing herein shall be construed as consent by Recipient to be sued by third parties in any manner arising out of this Agreement. This indemnification shall survive the termination of this Agreement. c. Recipient agrees to include the following indemnification in all contracts with contractors, subcontractors, consultants, or subconsultants (each referred to as “Entity” for the purposes of the below indemnification) who perform work in connection with this Agreement: “To the extent provided by law, [ENTITY] shall indemnify, defend, and hold harmless the [RECIPIENT] and the State of Florida, Department of Transportation, including the Department’s officers, agents, and employees, against any actions, claims, or damages arising out of, relating to, or resulting from negligent or wrongful act(s) of [ENTITY], or any of its officers, agents, or employees, acting within the scope of their office or employment, in connection with the rights granted to or exercised by [ENTITY]. The foregoing indemnification shall not constitute a waiver of the Department’s or [RECIPIENT’]’s sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28. Nor shall the same be construed to constitute agreement by [ENTITY] to indemnify [RECIPIENT] for the negligent acts or omissions of [RECIPIENT], its officers, agents, or employees, or third parties. Nor shall the same be construed to constitute agreement by [ENTITY] to indemnify the Department for the negligent acts or omissions of the Department, its officers, agents, or employees, or third parties. This indemnification shall survive the termination of this Agreement.” d. The Recipient shall, or cause its contractor or consultant to carry and keep in force, during the term of this Agreement, a general liability insurance policy or policies with a company or companies authorized to do business in Florida, affording public liability insurance with combined bodily injury limits of at least $200,000 per person and $300,000 each occurrence, and property damage insurance of at least $200,000 each occurrence, for the services to be rendered in accordance with this Agreement. The Recipient shall also, or cause its contractor or consultant to carry and keep in force Workers’ Compensation Insurance as required by the State of Florida under the Workers’ Compensation Law. With respect to any general liability insurance policy required pursuant to this Agreement, all such policies shall be issued by companies licensed to do business in the State of Florida. The Recipient shall provide to the Department certificates showing the required coverage to be in effect with endorsements showing the Department to be an additional insured prior to commencing any work under this Agreement. Policies that include Self Insured Retention will not be accepted. The certificates and policies shall provide that in the event of any material change in or cancellation of the policies reflecting the required coverage, thirty days advance notice shall be given to the Department or as provided in accordance with Florida law. 16. Maintenance Obligations: In the event the Project includes construction then the following provisions are incorporated into this Agreement: a. The Recipient agrees to maintain any portion of the Project not located on the State Highway System constructed under this Agreement for its useful life. If the Recipient constructs any improvement on Department right-of-way, the Recipient shall shall not maintain the improvements located on the Department right-of-way for their useful life. If the Recipient is required to maintain Project improvements located on the Department right-of-way beyond final acceptance, then Recipient shall, prior to any disbursement of the state funding provided under this 476 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 12 of 15 Agreement, also execute a Maintenance Memorandum of Agreement in a form that is acceptable to the Department. The Recipient has agreed to the foregoing by resolution, and such resolution is attached and incorporated into this Agreement as Exhibit “D”. This provision will survive termination of this Agreement. 17. Miscellaneous Provisions: 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. 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. f. 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. g. In the event that this Agreement involves constructing and equipping of facilities, the Recipient shall submit to the Department for approval all appropriate plans and specifications covering the Project. The Department will review all plans and specifications and will issue to the Recipient a written approval with any approved portions of the Project and comments or recommendations covering any remainder of the Project deemed appropriate. After resolution of these comments and recommendations to the Department's satisfaction, the Department will issue to the Recipient a written approval with said remainder of the Project. Failure to obtain this written approval shall be sufficient cause of nonpayment by the Department. h. Upon completion of right-of-way activities on the Project, the Recipient must certify compliance with all applicable federal and state requirements. Certification is required prior to authorization for advertisement for or solicitation of bids for construction of the Project, including if no right-of-way is required. i. The Recipient will certify in writing, prior to Project closeout that the Project was completed in accordance with applicable plans and specifications, is in place on the Recipient’s facility, adequate title is in the Recipient’s name, and the Project is accepted by the Recipient as suitable for the intended purpose. j. The Recipient agrees that no federally-appropriated funds have been paid, or will be paid by or on behalf of the Recipient, to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the 477 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 13 of 15 making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. If any funds other than federally-appropriated funds have been paid by the Recipient to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection with this Agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Recipient shall require that the language of this paragraph be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. No funds received pursuant to this contract may be expended for lobbying the Legislature, the judicial branch or a state agency. k. The Recipient may not permit the Engineer of Record to perform Construction, Engineering and Inspection services on the Project. l.The Recipient shall comply with all applicable federal guidelines, procedures, and regulations. If at any time a review conducted by Department and or FHWA reveals that the applicable federal guidelines, procedures, and regulations were not followed by the Recipient and FHWA requires reimbursement of the funds, the Recipient will be responsible for repayment to the Department of all funds awarded under the terms of this Agreement. m. 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 Recipient during the term of the contract; and ii. expressly require any contractor and 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. n. 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. o. The Parties agree to comply with s.20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with s.20.055(5), Florida Statutes. p. If the Project is procured pursuant to Chapter 255, Florida Statutes, for construction services and 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. 18. Exhibits: a. Exhibits “A”, “B”, “C”, “D”, “E” and “F” are attached to and incorporated into this Agreement. b. If this Project includes Phase 58 (construction) activities, then Exhibit “G”, FHWA FORM 1273, is attached and incorporated into this Agreement. c. Alternative Advance Payment Financial Provisions are used on this Project. If an Alternative Pay Method is used on this Project, then Exhibit “H”, Alternative Advance Payment Financial Provisions, is attached and incorporated into this Agreement. d. State funds are used on this Project. If state funds are used on this Project, then Exhibit “I”, State Funds Addendum, is attached and incorporated into this Agreement. Exhibit “J”, State Financial Assistance (Florida Single Audit Act), is attached and incorporated into this Agreement. e. This Project utilizes Advance Project Reimbursement. If this Project utilizes Advance Project Reimbursement, then Exhibit “K”,Advance Project Reimbursement is attached and incorporated into this Agreement. 478 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 14 of 15 f. This Project includes funding for landscaping. If this Project includes funding for landscaping, then Exhibit “L”, Landscape Maintenance, is attached and incorporated into this Agreement. g. This Project includes funding for a roadway lighting system. If the Project includes funding for roadway lighting system, Exhibit “M”,Roadway Lighting Maintenance is attached and incorporated into this Agreement. h. This Project includes funding for traffic signals and/or traffic signal systems. If this Project includes funding for traffic signals and/or traffic signals systems, Exhibit “N”,Traffic Signal Maintenance is attached and incorporated into this Agreement. i. A portion or all of the Project will utilize Department right-of-way and, therefore, Exhibit “O”, Terms and Conditions of Construction in Department Right-of-Way, is attached and incorporated into this Agreement. j. The following Exhibit(s) are attached and incorporated into this Agreement: N/A. k. Exhibit and Attachment List Exhibit A: Project Description and Responsibilities Exhibit B: Schedule of Financial Assistance Exhibit C: Title VI Assurances Exhibit D: Recipient Resolution Exhibit E: Federal Financial Assistance (Single Audit Act) Exhibit F: Contract Payment Requirements * Exhibit G: FHWA Form 1273 * Exhibit H: Alternative Advance Payment Financial Provisions * Exhibit I: State Funds Addendum * Exhibit J: State Financial Assistance (Florida Single Audit Act) * Exhibit K: Advance Project Reimbursement * Exhibit L: Landscape Maintenance * Exhibit M: Roadway Lighting Maintenance * Exhibit N: Traffic Signal Maintenance * Exhibit O: Terms and Conditions of Construction in Department Right-of-Way * Additional Exhibit(s): N/A. * Indicates that the Exhibit is only attached and incorporated if applicable box is selected. 479 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PROGRAM MANAGEMENT OGC/OOC– 02/24 Page 15 of 15 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year written above. RECIPIENT CITY OF WINTER SPRINGS STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION By: By: Name: Name: C. Jack Adkins Title: Title: Director of Transportation Development Legal Review: ___________________________________________________ 480 Page 1 of 2 Alt Form 525-010-40A STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-011-0A PROGRAM MANAGEMENT 05/21 EXHIBIT A PROJECT DESCRIPTION AND RESPONSIBILITIES FPN: 432642-1-58-01 This exhibit forms an integral part of the Agreement between the State of Florida, Department of Transportation and the City of Winter Springs (the Recipient) PROJECT LOCATION: The project is on the National Highway System. The project is on the State Highway System. PROJECT LENGTH AND MILE POST LIMITS: See Project Description Below PROJECT DESCRIPTION: The State Road 434 at Winding Hollow Boulevard project is with the City of Winter Springs (Recipient). The scope of the project is to construct an eastbound right turn deceleration lane on State Road 434 at Winding Hollow Blvd. Total length of the project is approximately 0.13 miles. Improvements include removal and replacement of drainage inlets and pipes, sidewalk reconstruction, curb & gutter, stabilization, detectable warning surfaces, milling and resurfacing, removal of existing concrete, reinforcement grid for soil stabilization, manhole adjustment, underdrain, and utility relocations. The existing water main utility conflicts with proposed drainage improvements (inlet and pipe) and therefore it is proposed to be relocated as part of the project. Other construction elements include mobilization, maintenance of traffic, erosion control, clearing and grubbing, pavement marking, regular excavation, embankment, fencing and sod. The proposed improvements at the intersection of State Road 434 and Winding Hollow Boulevard also include removing and replacing the mast arm and signal heads on the southwest corner and associated signal improvements at the intersection including pull and splice boxes, conduits, pedestrian detector system, internally illuminated sign relocation, signal cable replacement, fiber optic relocation from aerial to underground, loop assemblies, traffic controller modification, signal priority and preemption relocation. All pedestrian facilities shall adhere to current Americans with Disabilities Act (ADA) standards. Utility coordination will be required during construction and utility work schedules have been developed. The City (Recipient) has received permit from the St. Johns Water Management District. Right-of-way acquisition is complete. The City (Recipient) shall construct the project within the limits of the existing right-of-way or easements. SPECIAL CONSIDERATIONS BY RECIPIENT: Exhibit O – Terms and Conditions of Construction in Department Right-of-Way is included in all agreements. This exhibit is only applicable if the Project involves construction on, under, or over the Department’s right-of-way. Based on the Recipient’s High financial risk level, this project requires submission and review of the “Project Monitoring Status Report,” invoices and supporting documentation on a monthly basis. The initial invoice and progress report will be submitted within 180 days of the Department’s Notice to Proceed and monthly thereafter. Required documents should be 481 Page 2 of 2 submitted via email to D5-ConstructionSpecialProjects@dot.state.fl.us. The Recipient shall commence the project’s activities subsequent to the execution of this Agreement and shall perform in accordance with the following schedule: a) Construction contract to be let (Bid Opening) by July 19, 2024. b) Construction Duration of 285 days. c) Construction to be completed (Final Acceptance) by July 09, 2025. If this schedule cannot be met, the Recipient will notify the Department in writing with a revised schedule or the project is subject to the withdrawal of funding. SPECIAL CONSIDERATIONS BY DEPARTMENT: Invoice payments will be made on a pro-rata basis as a percentage of the federal funding amount compared to the actual award amount. Any contract changes/claims which result in federal aid ineligible cost and/or time will be the sole responsibility of the Recipient. Such changes may include, but are not limited to, premium costs due to Design or CEI errors or omissions, repairing items that had not been properly maintained, additional contract time and/or costs occurring from utility delays, differing site conditions or other unforeseen conditions. In the event the Project costs exceed the cost included in Exhibit "B", Schedule of Financial Assistance, the Recipient will be solely responsible to provide the additional funds that are necessary to complete the Project. The project funding may be reduced to an amount equal to the award amount and/or the actual contract costs. CEI services for this project are being provided through the District's Continuing Services CEI contract (CSC). Federal funds in the amount of $312,119.00, representing the negotiated CEI contract amount, have been programmed on the project (432642-4-62-01). Should costs for federally eligible items exceed the programmed amount and additional federal funding is not available, the Recipient will be solely responsible to provide the additional funds that are necessary to complete the Project. Federal funds utilized on the District CSC are not subject to Exhibit "E" - Federal Financial Assistance (Single Audit Act). The Recipient will be solely responsible for CEI costs for federally ineligible items that require CEI services. The remainder of this page intentionally left blank. 482 Alt Form 525-010-40B STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-011-0B PROGRAM MANAGEMENT 8/21 Page 1 of 1 EXHIBIT B SCHEDULE OF FINANCIAL ASSISTANCE RECIPIENT NAME & BILLING ADDRESS: City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 FINANCIAL PROJECT NUMBER: 432642-1-58-01 PHASE OF WORK By Fiscal Year MAXIMUM PARTICIPATION (1) TOTAL PROJECT FUNDS (2) LOCAL FUNDS (3) STATE FUNDS (4) FEDERAL FUNDS Design- Phase 38 FY: (Insert Program Name) FY: (Insert Program Name) FY: (Insert Program Name) $ $ $ $ $ $ $ $ $ $ $ $ Total Design Cost $ 0.00 $ 0.00 $ 0.00 $ 0.00 Right-of-Way- Phase 48 FY: (Insert Program Name) FY: (Insert Program Name) FY: (Insert Program Name) $ $ $ $ $ $ $ $ $ $ $ $ Total Right-of-Way Cost $ 0.00 $ 0.00 $ 0.00 $ 0.00 Construction- Phase 58 FY: 2023-2024 (LAP) FY: (Insert Program Name) FY: (Insert Program Name) $ 1,155,117.00 $ $ $ 0.00 $ $ $ 0.00 $ $ $ 1,155,117.00 $ $ Total Construction Cost $ 1,155,117.00 $ 0.00 $ 0.00 $ 1,155,117.00 Construction Engineering and Inspection (CEI)- Phase 68 FY: (Insert Program Name) FY: (Insert Program Name) FY: (Insert Program Name) $ $ $ $ $ $ $ $ $ $ $ $ Total CEI Cost $ 0.00 $ 0.00 $ 0.00 $ 0.00 (Insert Phase) FY: (Insert Program Name) FY: (Insert Program Name) FY: (Insert Program Name) $ $ $ $ $ $ $ $ $ $ $ $ Total Phase Costs $ 0.00 $ 0.00 $ 0.00 $ 0.00 TOTAL COST OF THE PROJECT $ 1,155,117.00 $ 0.00 $ 0.00 $ 1,155,117.00 COST ANALYSIS CERTIFICATION AS REQUIRED BY SECTION 216.3475, FLORIDA STATUTES: I certify that the cost for each line item budget category has been evaluated and determined to be allowable, reasonable, and necessary as required by Section 216.3475, F.S. Documentation is on file evidencing the methodology used and the conclusions reached. Precious L. Lewis District Grant Manager Name Signature Date 483 Alt Form 525-010-40C STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-011-0C PROGRAM MANAGEMENT 05/21 Page 1 of 2 EXHIBIT C TITLE VI ASSURANCES During the performance of this contract, the consultant or contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as the "contractor") agrees as follows: (1.) Compliance with REGULATIONS: The contractor shall comply with the Regulations relative to nondiscrimination in federally-assisted programs of the U.S. Department of Transportation (hereinafter, "USDOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS),which are herein incorporated by reference and made a part of this contract. (2.) Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, shall not discriminate on the basis of race, color, national origin, or sex in the selection and retention of sub- contractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the contract covers a program set forth in Appendix B of the REGULATIONS. (3.) Solicitations for Sub-contractors, including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under sub-contract, including procurements of materials or leases of equipment, each potential sub-contractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the REGULATIONS relative to nondiscrimination on the basis of race, color, national origin, or sex. (4.) Information and Reports: The contractor shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Florida Department of Transportation or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and Federal Motor Carrier Safety Administration to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information the contractor shall so certify to the Florida Department of Transportation, or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, or Federal Motor Carrier Safety Administration as appropriate, and shall set forth what efforts it has made to obtain the information. (5.) Sanctions for Noncompliance: In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the Florida Department of Transportation shall impose such contract sanctions as it or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, or 484 525-011-0C PROGRAM MANAGEMENT 05/21 Page 2 of 2 Federal Motor Carrier Safety Administration may determine to be appropriate, including, but not limited to: a. withholding of payments to the contractor under the contract until the contractor complies, and/or b. cancellation, termination or suspension of the contract, in whole or in part. (6.) Incorporation of Provisions: The contractor shall include the provisions of paragraphs (1) through (7) in every sub-contract, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The contractor shall take such action with respect to any sub-contract or procurement as the Florida Department of Transportation or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, or Federal Motor Carrier Safety Administration may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event a contractor becomes involved in, or is threatened with, litigation with a sub-contractor or supplier as a result of such direction, the contractor may request the Florida Department of Transportation to enter into such litigation to protect the interests of the Florida Department of Transportation, and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. (7.) Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 -- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). 485 Alt Form 525-010-40D STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-011-0D PROGRAM MANAGEMENT 05/21 Page 1 of 1 EXHIBIT D RECIPIENT RESOLUTION The Recipient’s Resolution authorizing entry into this Agreement is attached and incorporated into this Agreement. 486 Alt Form 525-010-40E STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-011-0E PROGRAM MANAGEMENT 11/22 Page 1 of 1 EXHIBIT E FEDERAL FINANCIAL ASSISTANCE (SINGLE AUDIT ACT) FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: CFDA No.:20.205 CFDA Title: Highway Planning and Construction Federal-Aid Highway Program, Federal Lands Highway Program CFDA Program Site: https://beta.sam.gov/fal/1093726316c3409a8e50f4c75f5ef2c6/view?keywords=20.205&sort=- relevance&index=cfda&is_active=true&page=1 Award Amount: $1,155,117.00 Awarding Agency: Florida Department of Transportation Award is for R&D: No Indirect Cost Rate: N/A FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE SUBJECT TO THE FOLLOWING: 2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles & Audit Requirements for Federal Awards http://www.ecfr.gov/cgi-bin/text-idx?node=2:1.1.2.2.1 FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT MAY ALSO BE SUBJECT TO THE FOLLOWING: Title 23 – Highways, United States Code http://uscode.house.gov/browse/prelim@title23&edition=prelim Title 49 – Transportation, United States Code http://uscode.house.gov/browse/prelim@title49&edition=prelim Infrastructure Investment and Jobs Act (IIJA) (Public Law 117-58, also known as the “Bipartisan Infrastructure Law”) https://www.congress.gov/117/bills/hr3684/BILLS-117hr3684enr.pdf Federal Highway Administration – Florida Division http://www.fhwa.dot.gov/fldiv/ Federal Funding Accountability and Transparency Act (FFATA) Sub-award Reporting System (FSRS) https://www.fsrs.gov/ 487 Alt Form 525-010-40F STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-011-0F PROGRAM MANAGEMENT 04/24 Page 1 of 2 EXHIBIT F CONTRACT PAYMENT REQUIREMENTS Florida Department of Financial Services, Reference Guide for State Expenditures Cost Reimbursement Contracts Invoices for cost reimbursement contracts must be supported by an itemized listing of expenditures by category (salary, travel, expenses, etc.). Supporting documentation shall be submitted for each amount for which reimbursement is being claimed indicating that the item has been paid. Documentation for each amount for which reimbursement is being claimed must indicate that the item has been paid. Check numbers may be provided in lieu of copies of actual checks. Each piece of documentation should clearly reflect the dates of service. Only expenditures for categories in the approved agreement budget may be reimbursed. These expenditures must be allowable (pursuant to law) and directly related to the services being provided. Listed below are types and examples of supporting documentation for cost reimbursement agreements: Salaries: Timesheets that support the hours worked on the project or activity must be kept. A payroll register, or similar documentation should be maintained. The payroll register should show gross salary charges, fringe benefits, other deductions and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable. Fringe benefits: Fringe benefits should be supported by invoices showing the amount paid on behalf of the employee, e.g., insurance premiums paid. If the contract specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits, then the calculation for the fringe benefits amount must be shown. Exception: Governmental entities are not required to provide check numbers or copies of checks for fringe benefits. Travel: Reimbursement for travel must be in accordance with s. 112.061, F.S., which includes submission of the claim on the approved state travel voucher along with supporting receipts and invoices. Other direct costs: Reimbursement will be made based on paid invoices/receipts and proof of payment processing (cancelled/processed checks and bank statements). If nonexpendable property is purchased using state funds, the contract should include a provision for the transfer of the property to the State when services are terminated. Documentation must be provided to show compliance with DMS Rule 60A-1.017, F.A.C., regarding the requirements for contracts which include services and that provide for the contractor to purchase tangible personal property as defined in s. 273.02, F.S., for subsequent transfer to the State. Indirect costs: If the contract stipulates that indirect costs will be paid based on a specified rate, then the calculation should be shown. Indirect costs must be in the approved agreement budget and the entity must be able to demonstrate that the costs are not duplicated elsewhere as direct costs. All indirect cost rates must be evaluated for reasonableness and for allowability and must be allocated consistently. 488 Contracts between state agencies may submit alternative documentation to substantiate the reimbursement request, which may be in the form of FLAIR reports or other detailed reports. The Florida Department of Financial Services, online Reference Guide for State Expenditures can be found at this web address https://www.myfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state- agencies/reference-guide-for-state-expenditures.pdf. 489 Alt Form 525-010-40G STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-011-0G PROGRAM MANAGEMENT 10/23 Page 1 of 1 EXHIBIT G FHWA FORM 1273 FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: LEGAL REQUIREMENTS AND RESPONSIBILITY TO THE PUBLIC – COMPLIANCE WITH FHWA 1273. The FHWA-1273 version dated October 23, 2023 is appended in its entirety to this Exhibit. FHWA-1273 may also be referenced on the Department’s website at the following URL address: http://www.fhwa.dot.gov/programadmin/contracts/1273/1273.pdf Sub-recipients of federal grants awards for Federal-Aid Highway construction shall take responsibility to obtain this information and comply with all provisions contained in FHWA-1273. 490 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40N PROGRAM MANAGEMENT OGC - 09/18 Page 1 of 2 EXHIBIT “N” TRAFFIC SIGNAL MAINTENANCE Paragraph 16. is modified to include the following provisions: 1. When the District Traffic Operations Engineer of the Department has served a request order on the Recipient, and the designated officer of the Recipient has favorably acknowledged the request order, the Recipient shall undertake the responsibilities to maintain and operate existing or new traffic signals and signal systems mentioned in the request order. 2. The proposed functional design and operation of new traffic signals and signal systems shall be reviewed by the Recipient in conjunction with the Department prior to installation. Such design and operation will be as energy efficient as possible. 3. The installation of signals or signal systems shall not endanger highway travel and shall be conducted in accordance with Part VI of the Manual on Uniform Traffic Control Devices (MUTCD), as amended, and with all applicable Department standards, specifications and plans governing traffic control for street and highway construction and maintenance. 4. The Recipient shall be responsible for the maintenance and continuous operation of the traffic signals and signal systems (central computer, cameras, message signs, and communications interconnect), school zone traffic control devices, intersection flashing beacons, illuminated street sign names, and the payment of electricity and electrical charges incurred in connection with the operation of such traffic signals and signal systems upon completion of their installation. In the case of construction contracts, the Recipient shall be responsible for the payment of electricity and electrical charges incurred in connection with the operation of the traffic signals and signal systems, and shall undertake the maintenance and continuous operation of said traffic signals and signal systems upon final acceptance of the installation by the Department. Repair or replacement and other responsibilities of the installation contractor and the Department, during the burn-in period between conditional and final acceptance, are contained in the most recent Department's Standard Specifications for Road and Bridge Construction. 5. The Recipient shall maintain and operate the traffic signals and signal systems in a manner that will ensure safe and efficient movement of highway traffic and that agree with maintenance practices prescribed by the International Municipal Signal Association (IMSA) and operational requirements of the MUTCD, as amended. The Recipient's maintenance responsibilities shall include, but not be limited to, preventive maintenance (periodic inspection, service, and routine repairs), and emergency maintenance (troubleshooting in the event of equipment malfunction, failure or damage). The Recipient shall record its maintenance activities in a traffic signal maintenance log which shall contain, as a minimum, traffic signal log details recommended by the IMSA. 6. The Recipient may remove any component of the installed equipment for repair; however, it shall not make any permanent modifications and/or equipment replacements unless the equipment provided is the same age or newer and is capable of performing the same functions. The Department shall not make any modifications and/or equipment replacements without prior written notice to the Recipient. 7. The Recipient shall set and maintain the timing and phasing of the traffic signals in accordance with the Department's timing and phasing plans, specifications or special provisions. The Recipient may make modifications in phasing of traffic signals and signal systems to accommodate changing needs of traffic provided prior written approval is obtained from the Department. Department approval shall be contingent upon an engineering report prepared by or for the Recipient in accordance with Section 1A.09, “Engineering Study and Engineering Judgment”, of the MUTCD recommending such changes and signed and sealed by a qualified Professional Engineer licensed in the State of Florida. The Recipient may make changes in the signal timing provided these changes are made under the direction of a qualified Professional Engineer. The Recipient shall send a signed and sealed copy of the timings to the Department immediately after installation. The Department reserves the right to examine equipment, timing, and phasing at any time and, after consultation with the Recipient, may specify modifications. If the Department specifies modification in timing and/or phasing, implementation of such modifications shall be coordinated with, or made by the Recipient. 491 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40N PROGRAM MANAGEMENT OGC - 09/18 Page 2 of 2 8. The Recipient shall note in the maintenance log any timing and/or phasing changes and keep a copy of the timings and any approval documentation in a file. 9. The Recipient may enter into agreements with other parties pertaining to traffic signals and signal systems including, but not limited to, agreements relating to costs and expenses incurred in connection with the operation of traffic signals and signal systems on the State Highway System provided that such agreements are consistent with the mutual covenants contained in this Exhibit. The Recipient shall furnish a copy of such agreements to the Department. 10. This Exhibit shall remain in force during the life of the originally installed equipment and/or the life of any replacement equipment installed with the mutual consent of the parties hereto until superseded by a Traffic Signal Maintenance and Compensation Agreement between the Department and the Recipient. 492 Alt Form 525-010-40O STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-011-0O PROGRAM MANAGEMENT 05/21 Page 1 of 3 EXHIBIT O TERMS AND CONDITIONS OF CONSTRUCTION IN DEPARTMENT RIGHT OF WAY Section 17.g. of the Agreement is amended as follows for Construction on the Department’s Right of Way. 1. If the Project involves construction on, under, or over the Department’s right-of-way, the design work for all portions of the Project to be constructed on, under, or over the Department’s right-of-way shall be submitted to the Department for review prior to any work being commenced, and the following provisions shall apply: a. The Project shall be designed and constructed in accordance with the latest edition of the Department’s Standard Specifications for Road and Bridge Construction and Department Design Standards and Manual of Uniform Traffic Control Devices (“MUTCD”). The following guidelines shall apply as deemed appropriate by the Department: the Department Structures Design Manual, AASHTO Guide Specifications for the Design of Pedestrian Bridges, AASHTO LRFD Bridge Design Specifications, the Florida Department of Transportation Design Manual (“FDM”) and the Department Traffic Engineering Manual. Designs that do not meet Department standards may be rejected by the Department at its sole discretion. The Department may allocate Department-managed resources to facilitate compliance with applicable design standards. If changes to the Department approved plans are required, the Recipient shall notify the Department of the changes and receive approval from the Department prior to the changes being constructed. The Recipient shall maintain the area of the Project, at all times, and coordinate any work needs of the Department during construction of the Project. b. The Recipient shall notify the Department a minimum of 48 hours before beginning construction within, under, or over Department right-of-way. The Recipient shall notify the Department should construction be suspended for more than 5 working days. The Department contact person for construction is D5- ConstructionSpecialProjects@dot.state.fl.us. c. The Recipient shall be responsible for monitoring construction operations and the maintenance of traffic (“MOT”) throughout the course of the Project in accordance with the latest edition of the Department Standard Specifications, section 102. The Recipient is responsible for the development of a MOT plan and making any changes to that plan as necessary. The MOT plan shall be in accordance with the latest version of the Department Design Standards, Index 600 series. Any MOT plan developed by the Recipient that deviates from the Department Design Standards must be signed and sealed by a professional engineer. MOT plans will require approval by the Department prior to implementation. d. The Recipient shall be responsible for locating all existing utilities, both aerial and underground, and for ensuring that all utility locations be accurately documented on the construction plans. All utility conflicts shall be fully resolved directly with the applicable utility. e. The Recipient will be responsible for obtaining all permits that may be required by other agencies or local governmental entities. f. It is hereby agreed by the Parties that this Agreement creates a permissive use only and all improvements located on, under, or over the Department’s right-of-way resulting from this Agreement shall become the property of the Department. Neither the granting of the permission to use the Department right-of-way nor the placing of facilities upon the Department property shall operate to create or vest any property right to or in the Recipient, except as may otherwise be provided in separate agreements. The Recipient shall not acquire any right, title, interest or estate in Department right-of-way, of any nature or kind whatsoever, by virtue of the execution, operation, effect, or performance of this Agreement including, but not limited to, the Recipient’s use, occupancy or possession of Department right-of-way. The Parties agree that this Agreement does not, and shall not be construed to, grant credit for any future transportation concurrency requirements pursuant to Chapter 163, Florida Statutes. 493 525-011-0O PROGRAM MANAGEMENT 05/21 Page 2 of 3 g. The Recipient shall not cause any liens or encumbrances to attach to any portion of the Department’s property, including but not limited to, the Department’s right-of-way. h. The Recipient shall perform all required testing associated with the design and construction of the Project. Testing results shall be entered into the department’s Materials Testing and Certification database application and the department must provide the final Materials Certification for the Project. The Department shall have the right to perform its own independent testing during the course of the Project. i. The Recipient shall exercise the rights granted herein and shall otherwise perform this Agreement in a good and workmanlike manner, with reasonable care, in accordance with the terms and provisions of this Agreement and all applicable federal, state, local, administrative, regulatory, safety and environmental laws, codes, rules, regulations, policies, procedures, guidelines, standards and permits, as the same may be constituted and amended from time to time, including, but not limited to, those of the Department, applicable Water Management District, Florida Department of Environmental Protection, Environmental Protection Recipient, the Army Corps of Engineers, the United States Coast Guard and local governmental entities. j. If the Department determines a condition exists which threatens the public’s safety, the Department may, at its discretion, cause construction operations to cease and immediately have any potential hazards removed from on, under, or over its right-of-way at the sole cost, expense, and effort of the Recipient. The Recipient shall bear all construction delay costs incurred by the Department. k. The Recipient shall be responsible to maintain and restore all features that might require relocation within the Department right-of-way. l. The Recipient will be solely responsible for clean up or restoration required to correct any environmental or health hazards that may result from construction operations. m. The acceptance procedure will include a final “walk-through” by Recipient and Department personnel. Upon completion of construction, the Recipient will be required to submit to the Department final as-built plans and an engineering certification that construction was completed in accordance to the plans. Submittal of the final as-built plans shall include one complete set of the signed and sealed plans on 11" X 17" plan sheets and an electronic copy prepared in Portable Document Format (PDF). Prior to the termination of this Agreement, the Recipient shall remove its presence, including, but not limited to, all of the Recipient’s property, machinery, and equipment from Department right-of-way and shall restore those portions of Department right of way disturbed or otherwise altered by the Project to substantially the same condition that existed immediately prior to the commencement of the Project. n. If the Department determines that the Project is not completed in accordance with the provisions of this Agreement, the Department shall deliver written notification of such to the Recipient. The Recipient shall have thirty (30) days from the date of receipt of the Department’s written notice, or such other time as the Recipient and the Department mutually agree to in writing, to complete the Project and provide the Department with written notice of the same (the “Notice of Completion”). If the Recipient fails to timely deliver the Notice of Completion, or if it is determined that the Project is not properly completed after receipt of the Notice of Completion, the Department, within its discretion may: 1) provide the Recipient with written authorization granting such additional time as the Department deems appropriate to correct the deficiency(ies); or 2) correct the deficiency(ies) at the Recipient’s sole cost and expense, without Department liability to the Recipient for any resulting loss or damage to property, including, but not limited to, machinery and equipment. If the Department elects to correct the deficiency(ies), the Department shall provide the Recipient with an invoice for the costs incurred by the Department and the Recipient shall pay the invoice within thirty (30) days of the date of the invoice. o. The Recipient shall implement best management practices for erosion and pollution control to prevent violation of state water quality standards. The Recipient shall be responsible for the correction of any erosion, shoaling, or water quality problems that result from the construction of the Project. 494 525-011-0O PROGRAM MANAGEMENT 05/21 Page 3 of 3 p. Portable Traffic Monitoring Site (PTMS) or a Telemetry Traffic Monitoring Site (TTMS) may exist within the vicinity of your proposed work. It is the responsibility of the Recipient to locate and avoid damage to these sites. If a PTMS or TTMS is encountered during construction, the Department must be contacted immediately. q. During construction, highest priority must be given to pedestrian safety. If permission is granted to temporarily close a sidewalk, it should be done with the express condition that an alternate route will be provided, and shall continuously maintain pedestrian features to meet Americans Disability Act (ADA) standards. r. Restricted hours of operation will be from TO BE DETERMINED PRIOR TO CONSTRUCTION, (DAYS OF THE WEEK FOR RESTRICTED OPERATION TO BE DETERMINED), unless otherwise approved by the Operations Engineer, or designee. s. Lane closures on the state road system must be coordinated with the Public Information Office at least two weeks prior to the closure. The contact information for the Department’s Public Information Office is: D5-PIO@dot.state.fl.us Note: (Highlighted sections indicate need to confirm information with District Office or appropriate DOT person managing the Agreement) 495 FPN: 432642-4-62-02 Page 1 of 9 Agency: City of Winter Springs Vendor No: F591026364005 Fund: LF Contract Amount: $46,818.00 Financial Project No.: 432642-4-62-02 LOCALLY FUNDED AGREEMENT BETWEEN THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION AND THE CITY OF WINTER SPRINGS This AGREEMENT, made and entered into _________________________________, by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION (hereinafter referred to as the “DEPARTMENT”) and the CITY OF WINTER SPRINGS (hereinafter referred to as the “LOCAL GOVERNMENT”), WITNESSETH: WHEREAS, the Parties have been granted specific legislative authority to enter into this Agreement pursuant to Section 339.12, Florida Statutes; and WHEREAS, the LOCAL GOVERNMENT, by Resolution, a copy of which is attached hereto, as Exhibit “B”, and made apart hereof, has authorized its officers to execute this Agreement on its behalf; and WHEREAS, the DEPARTMENT is prepared, in accordance with its Adopted Five Year Work Program, to undertake the Construction Engineering and Inspection (CEI) services for the project described as: “State Road 434 at Winding Hollow Boulevard”, said project being known as Financial Project Number (FPN) 432642-4-62-01, hereinafter referred to as the “Project”; and WHEREAS, the Project is not revenue producing and is contained in the Adopted Work Program; and WHEREAS, the implementation of the Project is in the interests of both the DEPARTMENT and the LOCAL GOVERNMENT and it would be most practical, expeditious, and economical for the LOCAL GOVERNMENT to provide a portion of the funds for the CEI services of the Project in Fiscal Year 2023/2024, said portion of the Project being known as FPN 432642-4-62-02, and said costs hereinafter referred to as “Federal-Aid Non-Participating Costs;” and WHEREAS, in order to maintain uniformity throughout the Project and to provide for the Federal-Aid Non-Participating Costs in a cost effective manner, the LOCAL GOVERNMENT desires to provide funding to the DEPARTMENT to be used for the Federal-Aid Non- Participating Costs, as described in “Exhibit A”. 496 FPN: 432642-4-62-02 Page 2 of 9 NOW, THEREFORE, in consideration of the mutual benefits to be derived from the joint participation of this Agreement, the parties agree as follows: 1. The term of this Agreement shall begin upon the date of signature of the last party to sign and shall remain in full force and effect through completion of all services required of the LOCAL GOVERNMENT. The DEPARTMENT may, at any time and at any stage, amend or terminate the Project in whole or in part if the DEPARTMENT determines that such action is in the best interests of the public. 2. The DEPARTMENT shall undertake and complete the CEI services for the Project using the Federal-Aid Non-Participating Costs described in Exhibit “A”. 3. The DEPARTMENT shall perform the CEI services for the Project. Nothing herein shall be construed as requiring the DEPARTMENT to perform any activity which is outside the scope of the Project as previously defined. Except as specifically stated otherwise in this Agreement, all such activities shall be performed by such entities, at such times, in such manner, under such conditions, and pursuant to such standards as the DEPARTMENT, in its sole discretion, deems appropriate. The LOCAL GOVERNMENT shall not have any jurisdiction or control over the DEPARTMENT’S activities, except as specifically stated in this Agreement. The LOCAL GOVERNMENT shall be entitled to be advised of the progress of the Project at reasonable intervals upon request. 4. Contribution by the LOCAL GOVERNMENT of the funds for the CEI phase of the Project shall be made as follows: (A) The LOCAL GOVERNMENT and the DEPARTMENT agree to share the cost for CEI services of the Project. The LOCAL GOVERNMENT agrees to provide 100% of the Federal-Aid Non-Participating Costs required for the CEI services and the DEPARTMENT agrees to provide the federal funds for the federal participating share of the CEI services, up to $312,119.00 (Three Hundred Twelve Thousand One Hundred Nineteen Dollars and No/100). (B) The share of the LOCAL GOVERNMENT shall be, at a minimum, the stated percentage of the actual Federal-Aid Non-Participating Costs of the project. However, in the event the federal government fails to provide an amount which is equal to the anticipated federal participating share, the LOCAL GOVERNMENT shall be responsible for 100% of the funds required to make up the shortfall, including cost overruns and/or supplemental agreements not paid by federal funds. The DEPARTMENT is only responsible for the stated federal participating share as described in paragraph 4(A). The Project is off the “State Highway System”, therefore, in 497 FPN: 432642-4-62-02 Page 3 of 9 accordance with Section 339.08(1), F.S., State funding cannot be used for payments of non-participating costs on this Project. (C) Should such shortfalls occur, due to a determination that said costs are non-participating, the LOCAL GOVERNMENT agrees to provide, without delay adequate funds to ensure that cash on deposit with the DEPARTMENT is sufficient to fully fund the shortfall. The DEPARTMENT shall notify the LOCAL GOVERNMENT as soon as it becomes apparent there is a shortfall; however, failure of the DEPARTMENT to so notify the LOCAL GOVERNMENT shall not relieve the LOCAL GOVERNMENT from its obligation to pay for its full participation of Federal-Aid Non-Participating Costs during the project and on final accounting, as provided herein below. (D) The estimated total cost as set forth in the DEPARTMENT’S adopted work program for this Project is $312,119.00 (Three Hundred Twelve Thousand One Hundred Nineteen Dollars and No/100). The estimated LOCAL GOVERNMENT share for 100% of the non-federal portion of the project is $46,818.00 (Forty-Six Thousand Eight Hundred Eighteen Dollars and No/100). (E) The LOCAL GOVERNMENT agrees that it will, within at least 14 calendar days of the execution of this Agreement, furnish the DEPARTMENT an advance deposit in the amount of $46,818.00 (Forty-Six Thousand Eight Hundred Eighteen Dollars and No/100). The deposit shall be the total estimated Federal-Aid Non-Participating Costs. (F) If the Federal-Aid Non-Participating Costs are in excess of the advance deposit amount, the LOCAL GOVERNMENT will provide, without delay, an additional deposit within fourteen (14) calendar days of notification from the DEPARTMENT, so that the total deposit is equal to the Federal-Aid Non-Participating Costs. The DEPARTMENT will notify the LOCAL GOVERNMENT as soon as it becomes apparent the Federal-Aid Non-Participating Costs are in excess of the advance deposit amount. However, failure of the DEPARTMENT to so notify the LOCAL GOVERNMENT shall not relieve the LOCAL GOVERNMENT from its obligation to pay for its full participation on final accounting as provided herein below. If the LOCAL GOVERNMENT cannot provide the additional deposit within fourteen (14) days, a letter must be submitted to and approved by the DEPARTMENT’s project manager indicating when the deposit will be made. The LOCAL GOVERNMENT understands the request and approval of the additional time could delay the project, and additional costs may be incurred due to delay of the project. 498 FPN: 432642-4-62-02 Page 4 of 9 (G) If the Federal-Aid Non-Participating Costs are less than the advance deposit amount, the DEPARTMENT will refund the amount that the advance deposit exceeds the LOCAL GOVERNMENT’s share of the Federal-Aid Non-Participating Costs if such refund is requested by the LOCAL GOVERNMENT in writing. (H) Should project modifications occur that increase the Federal-Aid Non- Participating Costs, the LOCAL GOVERNMENT will be notified by the District accordingly. The LOCAL GOVERNMENT agrees to provide, without delay, adequate funds to ensure that cash on deposit with the DEPARTMENT is sufficient to fully fund the Federal-Aid Non-Participating Costs. The DEPARTMENT shall notify the LOCAL GOVERNMENT as soon as it becomes apparent the Federal-Aid Non-Participating Costs will overrun the advance deposit amount. However, failure of the DEPARTMENT to so notify the LOCAL GOVERNMENT shall not relieve the LOCAL GOVERNMENT from its obligation to pay for its full participation on final accounting as provided herein below. (I) The DEPARTMENT intends to have its final and complete accounting of all costs incurred in connection with the work performed hereunder within three-hundred and sixty (360) calendar days of final payment to the Consultant. All project cost records and accounts shall be subject to audit by a representative of the LOCAL GOVERNMENT for a period of three (3) years after final close out of the project. The LOCAL GOVERNMENT will be notified of the final cost. The parties agree that in the event the final accounting of total project costs pursuant to the terms of this agreement is less than the total deposits to date, a refund of the excess will be made by the DEPARTMENT to the LOCAL GOVERNMENT. If the final accounting is not performed within three- hundred and sixty (360) calendar days, the LOCAL GOVERNMENT is not relieved from its obligation to pay. (J) In the event said final accounting of total project costs is greater than the total deposits to date, the LOCAL GOVERNMENT will pay the additional amount within forty (40) calendar days from the date of the invoice. The LOCAL GOVERNMENT agrees to pay interest at a rate as established pursuant to Section 55.03, Florida Statutes (F.S.), on any invoice not paid within the forty (40) calendar days until the invoice is paid. (K) The payment of funds under this Locally Funded Agreement will be made directly to the DEPARTMENT for deposit and as provided in the attached escrow agreement between LOCAL GOVERNMENT, DEPARTMENT and the State of Florida, Department of Financial Services, Division of Treasury. 499 FPN: 432642-4-62-02 Page 5 of 9 (L) Contact Persons: DEPARTMENT District 5 Local Programs 719 South Woodland Boulevard, M.S. 4-520 DeLand, Florida 32720 (386) 943-5452 D5-LocalPrograms@dot.state.fl.us District 5 Construction Special Projects 719 South Woodland Boulevard, M.S. 3-506 DeLand, Florida 32720 (386) 943-5406 D5-ConstructionSpecialProjects@dot.state.fl.us LOCAL GOVERNMENT Phillip Hursh City Manager City of Winter Springs 1125 East State Road 434 Winter Springs, Florida 32708 (407) 327-7591 phursh@winterspringsfl.org 5. All tracings, plans, specifications, maps, models, reports, or other work product prepared or obtained under this Agreement shall be considered works made for hire for the DEPARTMENT and shall at all times be and remain the property of the DEPARTMENT without restriction or limitation on their use. The LOCAL GOVERNMENT may, however, inspect those materials upon providing reasonable advance notice to the DEPARTMENT. 6. In the event this Agreement is in excess of TWENTY FIVE THOUSAND DOLLARS ($25,000.00) or has a term for a period of more than one (1) year, the provisions of Chapter 339.135(6)(a), Florida Statutes, are hereby incorporated as follows: “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 one (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 500 FPN: 432642-4-62-02 Page 6 of 9 in succeeding fiscal years; and this paragraph shall be incorporated verbatim in all contracts of the DEPARTMENT which are for an amount in excess of $25,000.00 and which have a term for a period of more than one (1) year.” 7. The DEPARTMENT may unilaterally cancel this Agreement for refusal by the LOCAL GOVERNMENT to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by such party in conjunction with this Agreement. 8. This Agreement constitutes the complete and final expression of the parties with respect to the subject matter hereof, and incorporates and includes all proper negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein. The parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representation or agreements whether oral or written. 9. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Any provision herein determined by a court of competent jurisdiction, or any other legally constituted body having jurisdiction, to be invalid or unenforceable shall be severable and the remainder of this Agreement shall remain in full force and effect, provided that the invalidated or unenforceable provision is not material to the intended operation of this Agreement. 10. The DEPARTMENT and the LOCAL GOVERNMENT acknowledge and agree to the following: (A) The LOCAL GOVERNMENT shall utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of all new employees hired by the LOCAL GOVERNMENT during the term of the contract; and (B) The LOCAL GOVERNMENT shall expressly require any contractors and 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 contractor/subcontractor during the contract term. The remainder of this page intentionally left blank. 501 FPN: 432642-4-62-02 Page 7 of 9 IN WITNESS WHEREOF, the LOCAL GOVERNMENT has executed this Agreement on , and the DEPARTMENT has executed this Agreement on . STATE OF FLORIDA CITY OF WINTER SPRINGS DEPARTMENT OF TRANSPORTATION By: By: Name: Name: C. Jack Adkins Title: Title: Director of Transportation Development Attest: Attest: Executive Secretary Legal Review: Legal Review: LOCAL GOVERNMENT Attorney DEPARTMENT Attorney Financial Provisions Approval by Department of Comptroller on: October 5, 2020 502 FPN: 432642-4-62-02 Page 8 of 9 EXHIBIT “A” SCOPE OF SERVICES The State Road 434 at Winding Hollow Boulevard project is with the City of Winter Springs (LOCAL GOVERNMENT). The scope of the project is to construct an eastbound right turn deceleration lane on State Road 434 at Winding Hollow Blvd. Total length of the project is approximately 0.13 miles. Improvements include removal and replacement of drainage inlets and pipes, sidewalk reconstruction, curb & gutter, stabilization, detectable warning surfaces, milling and resurfacing, removal of existing concrete, reinforcement grid for soil stabilization, manhole adjustment, underdrain, and utility relocations. The existing water main utility conflicts with proposed drainage improvements (inlet and pipe) and therefore it is proposed to be relocated as part of the project. Other construction elements include mobilization, maintenance of traffic, erosion control, clearing and grubbing, pavement marking, regular excavation, embankment, fencing and sod. The proposed improvements at the intersection of State Road 434 and Winding Hollow Boulevard also include removing and replacing the mast arm and signal heads on the southwest corner and associated signal improvements at the intersection including pull and splice boxes, conduits, pedestrian detector system, internally illuminated sign relocation, signal cable replacement, fiber optic relocation from aerial to underground, loop assemblies, traffic controller modification, signal priority and preemption relocation. All pedestrian facilities shall adhere to current Americans with Disabilities Act (ADA) standards. Utility coordination will be required during construction and utility work schedules have been developed. The City (LOCAL GOVERNMENT) has received permit from the St. Johns Water Management District. Right-of-way acquisition is complete. The City (LOCAL GOVERNMENT) shall construct the project within the limits of the existing right-of-way or easements. The LOCAL GOVERNMENT will be responsible for providing funds for any shortfalls, including but not limited to cost over runs, Federal-Aid Ineligible Costs and Federal-Aid Non-Participating Costs including the initial amount of $46,818.00. The remainder of this page intentionally left blank. 503 FPN: 432642-4-62-02 Page 9 of 9 EXHIBIT “B” RESOLUTION The Resolution, or other official authorization, authorizing entry into this Agreement is attached and incorporated into this Agreement. 504 THREE PARTY ESCROW AGREEMENT THIS AGREEMENT is made and entered into by and between the State of Florida, Department of Transportation ("FDOT"), the City of Winter Springs (“Participant”), and the State of Florida, Department of Financial Services, Division of Treasury (“Escrow Agent”), and shall become effective upon the Agreement’s execution by Escrow Agent. WHEREAS, FDOT and Participant are engaged in the following project (“Project”): Project Name: State Road 434 at Winding Hollow Boulevard Project #: 432642-4-62-02 County: Seminole WHEREAS, FDOT and Participant desire to establish an escrow account for the project. NOW THEREFORE, in consideration of the premises and the covenants contained herein, the parties agree to the following: 1. An initial deposit will be made into an interest bearing escrow account established hereunder for the purposes of the Project. The escrow account will be opened with the Escrow Agent on behalf of FDOT upon Escrow Agent’s receipt and execution of this Agreement. 2. Other deposits to the escrow account may be made during the life of this agreement. 3. Deposits will be delivered in accordance with instructions provided by the Escrow Agent to the FDOT for deposit into the escrow account. A wire transfer or ACH deposit is the preferred method of payment and should be used whenever possible. 4. FDOT's Comptroller or designee shall be the sole signatory on the escrow account with the Escrow Agent and shall have sole authority to authorize withdrawals from the account. Withdrawals will only be made to FDOT or the Participant in accordance with the instructions provided to the Escrow Agent by FDOT’s Comptroller or designee. 5. Moneys in the escrow account will be invested in accordance with section 17.61, Florida Statutes. The Escrow Agent will invest the moneys expeditiously. Income is only earned on the moneys while invested. There is no guaranteed rate of return. Investments in the escrow account will be assessed a fee in accordance with Section 17.61(4)(b), Florida Statutes. All income of the investments shall accrue to the escrow account. 6. Unless instructed otherwise by FDOT, all interest accumulated in the escrow account shall remain in the account for the purposes of the Project. 505 7. The Escrow Agent agrees to provide written confirmation of receipt of funds to FDOT. FDOT agrees to provide a copy of such written confirmation to Participant upon request. 8. The Escrow Agent further agrees to provide quarterly reports to FDOT concerning the escrow account. FDOT agrees to provide a copy of such quarterly reports to Participant upon request. 9. The Escrow Agent shall not be liable for any error of judgment or for any act done or omitted by it in good faith, or for anything which it may in good faith do or refrain from doing in connection herewith. 10. Escrow Agent shall have no liability for any claim, cost, expense, damage or loss due to the acts or omissions of FDOT and Participant, nor from any separate agreements between FDOT and Participant and shall have no responsibility to monitor or enforce any responsibilities herein or in any separate agreements associated with this Agreement between FDOT and Participant. 11. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. 12. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13. This Agreement shall terminate upon disbursement by the Escrow Agent of all money held by it in the escrow account in accordance with the instructions given by FDOT’s Comptroller or designee and notification from FDOT to Escrow Agent that the account is to be closed. The remainder of this page is blank. 506 IN WITNESS WHEREOF, the parties have duly executed the Agreement on the date(s) below. For FDOT-OOC (signature) For PARTICIPANT (signature) Name and Title Name and Title 59-3024028 Federal Employer I.D. Number Federal Employer I.D. Number Date Date FDOT Legal Review: For Escrow Agent (signature) Name and Title Date 507 Entity Name: CITY OF WINTER SPRINGS Date of Review:04/10/2024 Project Description(s): STATE ROAD 434 AT WINDING HOLLOW BOULEVARD Current Subrecipient Risk Level:HIGH FPID / Contract No(s). 432642-1-58-01 / TBD Current or Estimated Project Funding:$1,155,117.00 FAP No(s). D519 083 B Fiscal Year(s) of Project Delivery:2023-2024      RISK LEVEL RISK LEVEL (Project Assigned Frequency) (Minimum Frequency) # Monitoring Activities Description of Activity 1 Invoice Review Verify that all requested costs identified on the "Local Programs Invoicing Template" have supporting documentation and have been paid for by the Subrecipient. If issues are detected in the randomly selected invoice that are significant, then a site visit may be scheduled to resolve the matter in person. If issues are not adequately resolved, expand invoice review sample to next risk level frequency. Invoicing reviews occurring more often than quarterly will need to be defined in Exhibit A of the LAP Agreement. Monthly Monthly 2 Audit Review Single Audit: Review Subrecipient's single audits (as applicable) in areas such as compliance, financial stability, disclosures of related party transactions, etc. for each year the project remains active. N/A Annually Period of Performance Date Monitoring: In addition, FDOT may focus on the area of “End Date Monitoring” to help improve project spending by target FHWA end dates. Monthly Monthly 3 Review of Programmatic, Performance and Quality Assurance Reports Review reports submitted by the Subrecipient for programmatic, performance and financial progress and compliance. This will be accounted for in the Subrecipient’s “Project Monitoring Status Report ”. Report template will be provided by FDOT. Monthly Monthly Review quality assurance reviews, compliance assessments, and other reports performed by external entities for programmatic compliance . As Applicable As Applicable 4 Technical / Training Assistance Requirement On Section E of the “LAP Certification Tool”, the Subrecipient agrees to mandatory training requirements for staff performing LAP project delivery. Annually Annually The Subrecipient may request additional training from FDOT as needed, or when new staff are hired. As Needed As Needed At the discretion of the District LAP Administrator and based on prior results, training may also be needed for activities like: how to properly submit an invoice, providing required documentation, delivering proof of payment or understanding eligibility instructions. For SCAT deficiencies, the Subrecipient or the District may request onsite technical assistance by the SCAT Team. As Needed As Needed 5 Other Remedies Identify additional monitoring activities may be performed to ensure compliance. (e.g., in-person interviews, site visits, coordination meetings) Incorporate activities into project agreement as needed. As Needed As Needed High Local Agency Program (LAP) Risk Assessment Subrecipient Monitoring Details 508