2013-006 Memorandum of Agreement Between FDOT and City of OcoeeRESOLUTION NO. 2013-006
A RESOLUTION OF THE CITY OF OCOEE, FLORIDA,
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A MEMORANDUM OF AGREEMENT
BETWEEN THE CITY AND THE FLORIDA DEPARTMENT
OF TRANSPORTATION FOR THE MAINTENANCE OF
STATE ROAD RIGHT -OF -WAY BY THE CITY;
PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE,
FLORIDA, AS FOLLOWS:
SECTION 1. The City Commission of the City of Ocoee has the authority to adopt this
Resolution pursuant to Article VIII of the Constitution of the State of Florida and Chapter 166,
Florida statutes.
SECTION 2. The Mayor and City Clerk are hereby authorized and directed to execute
that "Highway Maintenance Memorandum of Agreement, Contract No.: AQX64" between the
City and the Florida Department of Transportation, a copy of which is attached hereto and
incorporated by reference.
SECTION 3. Severability If any section, subsection, sentence, clause, phrase or
portion of the Resolution is for any reason held invalid or unconstitutional by any court of
competent jurisdiction, such portion shall be deemed a separate, distinct and independent
provision and such holding shall not affect the validity of the remaining portion hereto.
SECTION 4. Effective Date This Resolution shall become effective immediately upon
passage and adoption.
PASSED AND ADOPTED this v'1 day of flr , 2013.
APPROVED:
ATTEST: CITY OF OCOEE, FLORIDA
B&th Eikenberry, City Clerk S. Scott Vandergrift, Mayor
(SEAL)
APPROVED BY THE OCOEE CITY
COMMISSION ON THE ABOVE, DATE
UNDER AGENDA ITEM NO. H
FOR USE AND RELIANCE ONLY
BY THE CITY OF OCOEE, FLORIDA;
APPROVED AS TO FORM AND LEGALITY
this '�' —f ' day of _ /�'{'` ► 1 i , 2013.
SHUFFIELD, LOWMAN & WILSON PA
By:
• ...City At�ey,�
THE CITY OF OCOEE
AND
THE FLORIDA DEPARTMENT OF TRANSPORTATION
HIGHWAY MAINTENANCE MEMORANDUM OF AGREEMENT
Contract No.: AQX64
THIS Agreement, entered into this _ day l 2013 by and between
the STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION, a component agency
of the State of Florida, hereinafter called the DEPARTMENT and the CITY OF OCOEE, State
of Florida, existing cinder the Laws of Florida, hereinafter called the CITY
WITNESSFTH
WHEREAS, as a part of the continual Updating of the State of Florida Highway
System, the DEPARTMENT, for the purpose of safety, has created roadway, roadside areas and
median strips on that part of the State Highway System within the limits of tile CITY or adjacent
to; and
WHEREAS, the CITY hereto is of the opinion that said roadway, roadside areas
and median strips shall be attractively maintained;
WHEREAS, the parties hereto mutually recognize the need for entering into an
Agreement designating and setting forth the responsibilities of each party; and
WHEREAS, the CITY, by Resolution �17j- ;_dated the
ZP
day of 2013 attached hereto as EXHIBIT "A ", which by reference hereto
shall become a part hereof, desires to enter into this Agreement and authorizes its officers to do
so.
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NOW, THEREFORE, for and in consideration of the mutual benefits to flow each
to the other, the parties covenant and agree as follows:
1. The CITY shall be responsible for routine maintenance of all shoulders, landscaped
and /or turfed areas within DEPARTMENT rights -of -way having limits described by EXHIBIT
"B ", or subsequent amended limits mutually agreed to in writing by both parties. For the
purpose of this Agreement, the maintenance to be provided by the CITY is defined in EXHIBIT
"C ", or as defined by subsequent amended definitions agreed in writing by both parties.
2. In the event of a natural disaster (i.e. hurricane, tornado, etc.) or other normal
occurrences such as vehicle accidents and hazardous waste spills, the CITY and the
DEPARTMENT will cooperate and coordinate the use of the their respective resources to
provide for the cleanup, removal and disposal of debris or other substances from the
DEPARTMENT'S right of way (described in EXHIBIT `B" or subsequently amended limits
mutually agreed to in writing by the parties hereto). The DEPARTMENT shall not deduct from
the payment to the CITY, costs for impairment of performance of any activity or part thereof
defined in EXHIBIT "C ", as a result of such event and the redirection of CITY forces towards
fulfillment of the responsibility under this article. This paragraph shall not be interpreted to
reduce the CITY'S right to compensation or reimbursement from any other sources (i.e., FEMA)
for the debris removal or other activities of the CITY subsequent to a natural disaster or
accident.
3. To the extent permitted by Florida law, the CITY agrees that it will indemnify and
hold harmless the DEPARTMENT and all of the DEPARTMENT'S officers, agents, and
employees from any claim, loss, damage, cost, charge or expense arising out of any act, action,
neglect or omission by the CITY during the performance of this Agreement, whether direct or
indirect, and whether to any person or property to which the DEPARTMENT or said parties
may be subject, except that neither the CITY nor any of its subcontractors will be liable under
this section for damages arising out of injury or damage to persons or property directly caused or
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resulting from the negligence of the DEPARTMENT or any of its officers, agents, or
employees. The forgoing provision is not intended to give rise to rights in any third party to
recover damages from the, CITY nor is it intention to constitute a waiver of sovereign immunity.
4. If, at any time while the terms of this Agreement are in effect, it shall come to the
attention of the DEPARTMENT'S District Director of Transportation Operations, District 5,
that the CITY responsibility as established herein or a part thereof is not being properly
accomplished pursuant to the terms of this Agreement, said Director of Transportation
Operations, District 5, may, at his option, issue a written notice in care of the Public Works
Director to place said CITY on notice thereof. Thereafter the CITY shall have a period of (30)
thirty calendar days within which to correct the cited deficiency or deficiencies. If said
deficiency or deficiencies are not corrected within this time period the DEPARTMENT may at
its option, proceed as follows:
(A) Maintain the roadway shoulders, median strip or roadside area declared
deficient with the DEPARTMENT or a Contractor's material, equipment and personnel. The
actual cost for such work will be deducted from payment to the CITY or
(B) Terminate this Agreement in accordance with Paragraph 11 of this
Agreement.
5. During the term of this Agreement, the DEPARTMENT may from time to time
engage in transportation projects on the roads covered by this agreement. Some of those projects
may involve the DEPARTMENT'S construction contractor temporarily assuming maintenance
responsibility for the limits of the project. In that event, the DEPARTMENT will notify the
Local Government of the limits of the project and the time frame for the project. During that
time and for those limits, the Local Government will be released from its obligation to perform
maintenance on those roads and the compensation to be paid under this agreement will be
temporarily reduced. The reduction in compensation shall be based on the formula used to
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initially compute the amount of compensation under this agreement and the Local Government
will be notified of the amount of the reduction as part of the above - referenced notice.
6. The Department agrees to pay to the, CITY following a Notice to Proceed,
compensation for the cost of maintenance as described under Item I of this Agreement. The
payment will be in the amount of $6,275.00 per quarter or a total sum of $25,100.00 per year. In
the event this Agreement is terminated as established by Paragraph 11 herein, payment shall be
prorated to the date termination occurs. Detailed quarterly invoices, as provided further herein
shall be sent to the Maintenance Contract Engineer of the Department at 420 West Landstreet
Road, Orlando, Florida 32824. Delivery shall be effective upon receipt of a proper quarterly
invoice and any required, associated documents.
7. Payment shall be made only after receipt of goods and services as provided in Section
215.422, Florida Statutes.
(A) Any penalty for delay in payment shall be in accordance with Section
215.422(3) (b), Florida Statutes. Section 215.422(5), Florida Statutes provides that all
purchasing agreements between a state agency and a vendor, applicable to this section, shall
include a statement of the vendor's rights and the state's responsibilities under this section. The
vendor's rights shall include being provided with the name and telephone number of the Vendor
Ombudsman within the Department of Financial Services.
(B) The CITY should be aware of the following time frames. Upon receipt, the
Department has seven working days to inspect and approve the goods and services, unless
otherwise specified herein. The Department has 20 days to deliver a request for payment
(voucher) to the Department of Finance. The 20 days are measured from the latter of the date the
invoice is received, at the location stated herein, or the goods or services are received, inspected
and approved.
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(C) If payment is not available within 40 days, a separate interest penalty as
established pursuant to Section 215.422, Florida Statutes, will be due and payable, in addition to
the invoice amount, to the . CITY Interest penalties of less than one ($1.00) dollar shall not be
enforced unless the CITY requests payment. hlvoices, which have to be returned to the CITY
because of CITY 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.
(D) A Vendor Ombudsman has been established within the Department of
Financial Services. The duties of this individual include acting as an advocate for vendors who
may be experiencing problems in obtaining timely payment(s) from the DEPARTMENT. The
Vendor Ombudsman may be contacted at (850) 410 -9724 or by calling the State Comptrollers
Hotline, 1- 800 - 848 -3792.
8. Bills for fees or other compensation for services or expenses shall be submitted in
detail sufficient for a proper preaudit and postaudit thereof.
9. Records of costs incurred under terms of this Agreement shall be maintained and made
available upon request to the DEPARTMENT at all times during the period of this Agreement
and for three years after final payment is made. Copies of these documents and records shall be
furnished to the DEPARTMENT upon request. Records of costs incurred include the CITY'S
general accounting records and the project records, together with supporting documents and
records of the CITY and all subcontractors performing work, and all other records of the CITY
and subcontractors considered necessary by the DEPARTMENT for a proper audit of costs.
10. The CITY shall 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 the
CITY in conjunction with this Agreement. Failure by the CITY to grant such public access
shall be grounds for immediate unilateral cancellation of this Agreement by the
DEPARTMENT.
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11. This Agreement or any part thereof is subject to termination under any one of the
following conditions:
(A) In the event the DEPARTMENT exercises the option identified by
Paragraph 4 of this Agreement.
(B) In the event the Legislature fails to make an annual appropriation to pay
for the CITY'S services to be performed hereunder.
12. The term of this Agreement commences on the effective date of the Notice to
proceed issued to the CITY by the Department's District Maintenance Engineer, District 5, and
shall continue for a period of three (3) years from the effective date of issued Notice to Proceed.
This Agreement may be renewed for a period that may not exceed one three (3) year
term. Renewal shall be contingent upon satisfactory performance evaluations by the
DEPARTMENT and subject to the availability of finds. Any renewal or extension shall be in
writing and shall be subject to the same terms and conditions set forth in this Agreement.
The Renewal shall be made at the discretion and option of the DEPARTMENT and
agreed to in writing by both parties; i.e., the Authorized Signatory for the CITY and the Director
of Transportation Operations, District 5, for the DEPARTMENT. Renewals shall be contingent
upon satisfactory performance evaluations by the DEPARTMENT and subject to the
availability of funds.
The term of this Agreement may be extended for a period not to exceed six (6) months,
upon written Agreement by both parties and subject to the same terms and conditions as
applicable for renewal of this Agreement.
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13. In the event this Agreement extends beyond the DEPARTMENT'S current Fiscal
Year that begins on July 1 of each year and ends on June 30 of each succeeding year, the CITY
and the DEPARTMENT nMually agree that the State of Florida's performance and obligation
to pay under this Contract is contingent upon an annual appropriation by the Legislature. In
addition, Section 339.135(6)(a) of the Florida Statutes is incorporated by reference, and set forth
herein below as follows:
F.S. " 339.135(6)(a)" - The DEPAR'T'MENT, 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 finds are available prior to entering into
any such Contract or other binding commitment of funds. Nothing herein
contained shall prevent the malting 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 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 having a term for a period of
more than one (1) year.
14. All work done on the DEPARTMENT rights-of-way shall be accomplished in
accordance with the Department of Transportation Manual on Uniform Traffic Control Devices and
The Department of Transportation DESIGN STANDARDS, current edition.
15. This writing embodies the whole agreement and understanding of the parties. There
are no promises, terms, conditions, or obligations other than those contained herein, and this
Agreement shall supersede all previous communications, representations, or agreements either
verbal or written, between the parties hereto.
16. This Agreement is nontransferable and nonassignable in whole or in part without
consent of the DEPARTMENT.
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17. This Agreement shall be governed by and construed according to the laws of the
State of Florida.
18. 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, proposal, or reply on a contract to provide
any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with
a public entity for the construction or repair of a public building or public work, may not submit
bids, proposals, or replies on leases of real property to any 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 thirty -six (36)
months following the date of being placed on the convicted vendor list.
19. An entity or affiliate who has been placed on the discriminatory vendor list may not
submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity,
may not submit a bid, proposal, or reply on a contract with a public entity for the construction or
repair of a public building or public work, may riot submit bids, proposals, or replies on leases of
real property to any public entity, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant Linder a contract with any public entity, and may not transact business
with any public entity.
20. E- Verify — the CITY shall:
1. utilize the U.S. Department of Homeland Security's E- Verify system to verify the
employment eligibility of all new employees hired by the County during the term of the contract;
and
2. 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.
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