HomeMy WebLinkAboutExhibitFLORIDA DEPARTMENT OF TRANSPORTATION
LANDSCAPE AND TURF
MAINTENANCE MEMORANDUM OF AGREEMENT
WITH THE
CITY OF MIAMI
This AGREEMENT, entered into on , 20 ,
between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION,
agency of the State of Florida, hereinafter called the DEPARTMENT,
and the CITY OF MIAMI, a municipal corporation of the State of
Florida, hereinafter called the CITY, and collectively referred to
as the PARTIES.
RECITALS:
A. The DEPARTMENT his jurisdiction ctio.t over State Road 90 Southwest
8=r Street from Southwest 27th Avenue to Southwest 3rd Avenue,
which is located within the limits of the CITY; and
B. The DEPARTMENT, pursuant to Contract # E-6K27, has drafted
design plans for Safety Improvements on S.R. 90 (SW 8th
Street), from SW 27th Avenue to SW 3 Avenue, the limits of
which are described in the attached Exhibit `A' (the PROJECT
LIMITS), which by reference shall become a part of this
AGREEMENT; and
C. The DEPARTMENT will install landscaping and turf in
accordance with design plans for Contract # E-6K27 (the
"Project"), as approved by the DEPARTMENT; and
D. It is the intent of the PARTIES for this Agreement to
supplement all maintenance requirements between the
DEPARTMENT and the CITY for all previously executed Permits
and Agreements; and
E. The PARTIES to this AGREEMENT mutually recognize the need
for entering into an agreement designating and setting forth
the responsibilities of each party with regards to the
maintenance of all the landscaping and turf within the
Project LIMITS; and
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F. The CITY, by Resolution No. , dated
attached hereto as Exhibit 'B', which by reference shall
become a part of this AGREEMENT, desires to enter into this
AGREEMENT and authorizes its officers to do so.
NOW, THEREFORE, for and in consideration of the mutual
benefits contained herein and other good and valuable
consideration, the PARTIES covenant and agree as follows:
1. RECITALS
The recitals in this AGREEMENT are true and correct, and are
incorporated herein by reference and made a part hereof.
2.DEPARTMENT RESPONSIBILITIES
The PARTIES agree that the execution of this AGREEMENT shall
constitute an assignment of all maintenance responsibilities
pertaining to the landscaping and turf within the PROJECT
LIMITS to the CITY in perpetuity, (unless the Agreement is
Terminated in accordance with Article 7) upon the
DEPARTMENT's release of its contractor from further warranty
work and responsibility.
3.CITY'S MAINTENANCE RESPONSIBILITIES
So long as the IMPROVEMENTS remain in place, the CITY shall
be responsible for the maintenance of the same. The CITY
shall maintain the landscape and turf in accordance with all
applicable DEPARTMENT guidelines, standards, and procedures,
which shall include but shall not be limited to the
Maintenance Rating Program Handbook, as may be amended from
time to time. Additionally, the CITY shall maintain the
landscape in accordance with the International Society of
Arboriculture standards, guidelines and procedures, the
latest edition of the "Maintenance Rating Program", and Index
546 of the latest DEPARTMENT Design Standards as may be
amended from time to time. The CITY shall further maintain
the landscape in accordance with the standards set forth in
the Project Plans, and in the Project Specifications and
Special Provisions. The CITY's maintenance obligations shall
include but not be limited to:
a. Mowing, cutting and/or trimming and edging the grass and
turf.
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b. Pruning all plant materials, which include trees, shrubs
and ground covers, and parts thereof.
c. All pruning and trimming will follow the Maintenance
Rating Program Handbook which specifically requires no
encroachment of trees, tree limbs or vegetation in or
over travel way (or clear zone) lower than 14.5 feet, or
lower than 8.5 feet over sidewalks.
d. Removing and properly disposing of dead, diseased or
otherwise deteriorated plants in their entirety, and
replacing those that fall below the standards set forth
in the Project Plans and in the Project Specifications,
incorporated herein by reference, and all applicable
DEPARTMENT guidelines, standards and procedures, as may
be amended from time to time. All replacement materials
shall be in accordance with the Project Plans and the
Project Specifications and Special Provisions.
e. Mulching all plant beds and tree rings.
f. Removing and disposing of all undesirable vegetation
including but not limited to weeding of plant beds and
removal of invasive exotic plant materials.
g Watering and fertilizing all plants as needed to
maintain the plant materials in a healthy and vigorous
growing condition.
h. Paying for all water use and all costs associated
therewith.
i. Removing and disposing of litter from roadside and
median strips in accordance with all applicable
government rules, regulations, policies, procedures,
guidelines, and manuals, as amended from time to time.
j
Removing and disposing of all trimmings, roots,
branches, litter, and any other debris resulting from
the activities described by 3.A through 3.I.
k. Maintaining a service log of all maintenance operations
that sets forth the date of the maintenance activity,
the location that was maintained, and the work that was
performed.
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1. Submitting Lane Closure Requests to the DEPARTMENT when
maintenance activities will require the closure of a
traffic lane in the DEPARTMENT's right-of-way. Lane
closure requests shall be submitted through the District
Six Lane Closure Information System, to the DEPARTMENT's
area Permit Manager and in accordance with the District
Six La7.e Closure Policy, as may be amended from time to
time.
The DEPARTMENT may, at its sole discretion, perform periodic
inspe := the landscape and irrigation to ensure that the
CITY is performing its duties pursuant to this AGREEMENT. The
Department shall share with the CITY its inspection findings,
and may use those findings as the basis of its decisions
regarding mainte_,_ance deficiencies, as set forth in Section
4 of this AGREEMENT. The CITY is responsible for obtaining
copies of all applicable rules, regulations, policies,
procedures, guidelines, and manuals, and the Project
Specification and Special Provisions, as may be amended from
�.e to time.
4. MAINTENANCE DEFICIENCIES
If at any time it shall come to the attention of the
DEPARTMENT that the CITY's responsibilities as established
herein are not being properly accomplished pursuant to the
terms of this AGREEMENT, the DEPARTMENT may, at its option,
issue a written notice, in care of the CITY MANAGER, to notify
the CITY of the maintenance deficiencies. From the date of
receipt of the notice, the CITY shall have a period of thirty
(30) calendar days, within which to correct the cited
deficiency or deficiencies. Receipt is determined in
accordance with Section 5 of this AGREEMENT.
If said deficiencies are not corrected within this time
period, the DEPARTMENT may, at its option, proceed as follows:
a. Maintain the landscape, or a part thereof and invoice
the CITY for expenses incurred; or
b. Terminate this AGREEMENT in accordance with Section 7,
remove any or all landscape located within the PROJECT
LIMITS, and charge the CITY the reasonable cost of such
removal.
5. NOTICES
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All notices, requests, demands, consents, approvals, and
other communication which are required to be served or given
hereunder, shall be in writing and shall be sent by certified
U.S. mail, return receipt requested, postage prepaid,
addressed to the party to receive such notices as follows:
To the DEPARTMENT: Florida Department of Transportation
1000 Northwest 111 Avenue, Room 6205
Miami, Florida 33172-5800
Attn: District Maintenance Engineer
To the CITY:
With a copy:
City of Miami
444 S.W. 27'- Avenue, 10 h Floor
Miami, Florida 33130
Attention: CITY Manager
City of Miami City Attorney
444 S.W. 2nd Avenue, 9 h Floor
Miami, Fl. 33130
Notices shall be deemed to have been received by the end of
five (5) business days from the proper sending thereof unless
proof of prior actual receipt is provided.
6. REMOVAL, RELOCATION OR ADJUSTMENT OF THE LANDSCAPE
a Th PARTIES agree that the landscape addressed by this
AGREEMENT may be removed, relocated or adjusted at any
tir.a in the future, at the DEPARTMENT' s sole discretion.
In the event that the DEPARTMENT relocates or adjusts
the landscape, the CITY's maintenance responsibilities
will survive the relocation or adjustment, as long as
the materials remain within the Project Limits.
7. TERMINATION
This AGREEMENT is subject to termination under any one of the
following conditions:
a. By the DEPARTMENT, if the CITY fails to perform its
duties under Section 3 of this AGREEMENT, following the
thirty (30) days written notice, as specified in Section
4 of this AGREEMENT.
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b. In accordance with Section 287.058(1)(c), Florida
Statutes, the DEPARTMENT shall reserve the right to
unilaterally cancel this AGREEMENT if the CITY refuses
to allow public access to any or all documents, papers,
letters, or other materials made or received by the CITY
pertinent to this AGREEMENT which are subject to
provisions of Chapter 119, of the Florida Statutes.
c. If mutually agreed to by both parties, upon thirty (30)
days advance notice. An agreement to terminate shall be
valid only if made in writing and executed with the same
formalities as this AGREEMENT.
d. By the CITY, by providing not less than thirty (30) days
advance written notice to the DEPARTMENT, so long as prior
to the intended termination date the CITY has removed all
IMPROVEMENTS, at its sole cost and expense, and restored
:he DEPARTMENT Right of Way to the same or better condition
=hat existed prior to the installation of the IMPROVEMENTS.
Additionally, the DEPARTMENT shall have the option to require the
CITY to remove all IMPROVEMENTS and restore the DEPARTMENT Right
of Way, at the CITY's sole cost and expense, in the event of any
termination under Paragraphs 7 (a), (b) or (c) hereunder.
8. TERMS
9.TERMS
a. The effective date of this AGREEMENT shall commence upon
execution by the PARTIES. This AGREEMENT shall continue
in perpetuity or until termination as set forth in
Section 7.
b. E-Verify
The CITY's Contractors or Vendors shall:
i. Utilize the U.S. Department of Homeland
Security's E-Verify system to verify the
employment eligibility of all new employees
hired by the Vendor/Contractor during the term
of the contract; and
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ii. Expressly require any subcontractors
performing work or providing services pursuant
to the state contract to likewise utilize the
U.S. Department of Homeland Security's E-
Verify system to verify the employment
eligibility of all new employees hired by the
subcontractor during the contract term.
(Executive Order Number 2011-02)
The CITY shall insert the above clause into any contract
entered into by the CITY with vendors or contractors
hired by the CITY for purposes of performing its duties
under this AGREEMENT.
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c. This writing embodies the entire AGREEMENT and
understanding between the PARTIES hereto and there are
no other agreements and understanding, oral or written,
with reference to the subject matter hereof that are not
merged herein and superseded hereby.
d. This AGREEMENT shall not be transferred or assigned, in
whole _._ cart, without the prior written consent of
the DEPARTMENT.
e. This AGREEMENT shall be governed by and constructed in
accordance with the laws of the State of Florida. Any
provisions of this AGREEMENT found to be unlawful or
unenforceable shall be severable and shall not affect the
validity of the remaining portions of the AGREEMENT.
L. Venue for any and all actions arising out of or in
connection to the interpretation, validity, performance
or breach of this AGREEMENT shall lie exclusively in a
state court of proper jurisdiction in Leon County,
Florida. The parties may in writing agree to venue in
Miami -Dade County, Florida as an alternative
g A modification or waiver of any of the provisions of
this AGREEMENT shall be effective only if made in writing
and executed with the same formality as this AGREEMENT.
i. The section headings contained in this AGREEMENT are for
reference purposes only and shall not affect the meaning
or interpretation hereof.
No term or provision of this AGREEMENT shall be
interpreted for or against either Party because the
Party or its legal representative drafted the provision.
k. The DEPARTMENT is a state agency, self -insured and
subject to the provisions of Section 768.28, Florida
Statutes, as may he amended from time to time. Nothing
in this AGREEMENT shall be deemed or otherwise
interpreted as waiving the DEPARTMENT's sovereign
immunity protections, or as increasing the limits of
liability as set forth in Section 768.28, Florida
Statutes.
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10. INDEMNIFICATION
Subject to Section 768.28, Florida Statutes, as may be
amended from time to time, the CITY shall promptly indemnify,
defend, save and hold harmless the DEPARTMENT, its officers,
agents, representatives and employees from any and all
losses, expenses, fines, fees, taxes, assessments,
penalties, costs, damages, judgments, claims, demands,
liabilities, attorney's fees, (including regulatory and
appellate fees), and suits of any nature or kind whatsoever
caused by, arising out of, or related to the CITY's
negligent exercise or of its responsibilities as set out in
this AGREEMENT, including but not limited to, any negligent
act, action, negligence or omission by the CITY, its
officers, agents, employees or representatives in the
negligent performance of this AGREEMENT, whether direct or
indirect, except that neither the CITY nor any of its
officers, agents, employees or representatives will be liable
under this provision for damages arising out of injury or
damages directly caused or resulting from the sole negligence
of t h e DEPARTMENT.
The CITY's obligation to indemnify, defend and pay for the
defense of the DEPARTMENT, or at the DEPARTMENT's option, to
participate and associate with the DEPARTMENT in the defense
and trial of any claim and any related settlement
negotiations, shall be triggered immediately upon the CITY's
receipt of the DEPARTMENT's notice of claim for
indemnification. The notice of claim for indemnification
shall be deemed received if the DEPARTMENT sends the notice
in accordance with the formal notice mailing requirements
set forth in Section 5 of this AGREEMENT. The DEPARTMENT's
failure to notify the CITY of a claim shall not release the
CITY of the above duty to defend and indemnify the
DEPARTMENT.
The CITY shall pay all costs and fees related to this
obligation and its enforcement by the DEPARTMENT. The
indemnification provisions of this section shall survive
termination or expiration of this AGREEMENT, but only with
respect to those claims that arose from acts or circumstances
which occurred prior to termination or expiration of this
AGREEMENT.
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The CITY's evaluation of liability or its inability to
evaluate liability shall not excuse the CITY's duty to defend
and indemnify the DEPARTMENT under the provisions of this
section. Only an adjudication or judgment, after the highest
appeal is exhausted, specifically finding the DEPARTMENT was
solely negligent shall excuse performance of this provision
by the CITY.
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IN WITNESS WHEREOF, the parties hereto have caused these
prese:-.t_s Ili, be exeted the day and year first above written.
CITY OF MIAMI: STATE OF FLORIDA
DEPARTMENT OF TRANSPORTATION:
BY: BY:
Daniel J. Alfonso, :TY Manager
District Director of
Transportation Operations
ATTEST: (SEAL) ATTEST:
CITY Clerk --.,-_a ;_ Secretary
LEGAL REVIEW:
CITY OF MIAMI
OOFICE OF THE CITY ATTORNEY
BY: BY:
Victoria Mendez, CITY Attorney
Approval as to Insurance:
District Chief Counsel
Anne -Marie Sharpe, Risk Management Director
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EXHIBIT 'A'
PROJECT LIMITS
Below are th=- 1 i . _ r s of the landscape and turf to be maintained
under this AGREEMENT.
State Road Number: 90 (Southwest 8th Street)
Agreement Limits: Southwest 27th Avenue to Southwest 3rd Avenue
County: Miami -Dade
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EXHIBIT 'B'
CITY OF MIAMI RESOLUTION
To be herein incorporazed once ratified by the CITY Council.
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