DISTRICT SEVEN HIGHWAY LANDSCAPE REIMBURSEMENT AND MAINTENANCE MEMORANDUM OF AGREEMENTIILRMOA #02-25
DISTRICT SEVEN HIGHWAY LANDSCAPE REIMBURSEMENT
AND MAINTENANCE MEMORANDUM OF AGREEMENT
THIS AGREEMENT, made and entered into as of the OF"— day of V U.4U2.
2025, by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, a
component agency of the State of Florida, (the "Department") and CITY OF CLEARWATER,
("Agency").
WITNESSETH
WHEREAS, the Department owns State Road 595/State Road 651 (Missouri Avenue) right-
of-way from Bayview Drive (M.P. 1.400) to Court Street (M.P. 3.041) Section No. 15007 000.
FPID 456705-1-58-01; to the City limits of Clearwater; in Pinellas County, Florida and
WHEREAS, the Agency seeks to beautify that portion of State Road 595/State Road 651
referenced above through the installation of landscape improvements which would enhance its
aesthetic quality; and
WHEREAS, under F.P.L. 156705-1-58-01 the Department has allocated funds for a portion.
of the design and installation costs; and
WHEREAS, upon installation of'such improvements, the Agency has agreed to maintain those
improvements in accordance with the provisions below; and
WHEREAS, the Department is authorized pursuant to Section 334.044(7), Florida Statutes to
enter into contracts and agreements for maintenance of roadside landscape improvements on the
State Highway System; and
WHEREAS, the Agency has authorized its officers to execute this Agreement on its behalf,
NOW THEREFORE, for and in consideration of the mutual benefits that flow each to the other,
the parties covenant and agree as follows:
1. SUBMITTALS
a. The Agency shall produce plans for, and install landscape improvements on, those areas of the
State Road as depicted in the Landscape Plans and Specifications to be submitted. in accordance
with 1.b, below. All work conducted in connection with plans production and installation of
improvements shall be referred to as the "Project".
b. Within one hundred and twenty (120) calendar days after execution of this Agreement, the
Agency shall submit to the Department four copies oldie Landscape Plans and Specifications to
be attached as Exhibit A. This shall include:
1. A Maintenance Plan.
2. Maintenance of Traffic plan sheets.
3. Two. (2) copies of the following documents are required:
a. The Project schedule.
b. Letters of no conflict from all utilities within the Project limits.
c. Project cost estimate.
101'9
f 11,RMOA #02-25
Within fifteen (15) business days of the receipt of review comments by the Department, the
Agency shall revise all documents required herein in accordance with the Department's
comments and submit one (1) electronic copy of the revised docurnents for the Department's
written approval. Within five (5) business days of receipt of Department approval, the Agency
shall submit two (2) hard copies and one (1) electronic copy of the approved Plans and
Specifications in 11" x 17" format -to the Department. Failure to submit any of the required
documents within the time periods specified may result in termination by the Department of this
Agreement.
c. if any of the submittals of the Agency pursuant to Paragraph 1.b. arc rejected by the Department
and returned to the Agency for revisions, such documents must be approved and resubmitted to the
Department not later than one hundred and eighty (180) calendar days following the execution of this
Agreement. If such documents are not resubmitted as approved, the Department may terminate this
Agreement.
d. All notices, demands, requests or other instruments shall be given by depositing the same in
the U.S. Mail, postage prepaid, registered or certified with return receipt requested.
(1) If to the Department, address to District Maintenance Engineer, at Florida Department of
Transportation, MS 7-1200, 11201 N. McKinley Drive, Tampa, Florida 33612-6456 or at such
other address as the Department may from time to time designate by written notice to the
Agency; and
(2) If to the Agency address to The City 'Manager: for THE CITY OF CLEARWATER, FL. One
Clearwater Tower, Cleveland Street, Clearwater, FL 33755 or at such other address as the
Agency from time to time designates by written notice to the Department.
All time limits provided hereunder shall run from the date of receipt of all such notices, demands,
requests and other instruments.
2. INSTALLATION
a. The Agency shall not commence Project installation until the Department has issued a Notice
to Proceed with Construction. Said Notice shall contain the Project completion date. The Agency
shall notify the District Landscape Architect (DLA) and the Operations Center Engineer two (2)
business days prior to commencing work on the Project site.
b. The Agency agrees to install or cause to be installed landscaping within the Project area as
specified in the attached Landscape Plans and Specifications. The Agency shall not change or
deviate from the plan(s) without the Department's prior \vritten approval.
c. If the Agency desires to position vehicles, equipment, or personnel, or to perform installation
and maintenance activities closer than fifteen (15) feet to the edge of pavement, or to close a traffic
lane, Maintenance of Traffic shall be in accordance with the Project plans and the Department's
Maintenance of Traffic Regulations. The Agency shall have a Worksite Traffic Supervisor certified
in Advanced Maintenance of Traffic supervise the set up and operation. of Maintenance of Traffic
devices at the activity site, Prior to proceeding with installation and maintenance activities, the
Agency shall provide the Department with the Worksite Traffic Supervisor's certification.
2 of
I ILRMOA #02-25
d. In the event that any portion of the Project is at any time determined by the Department to not
be in conformance with all applicable laws, rules, procedures and guidelines of the Department,
or is determined to be interfering with the safe and efficient operation of any transportation
facility, or is otherwise determined to present a danger to public health, safety, or welfare, said
portion shall be immediately brought into departmental compliance at the sole cost and expense
of'the Agency.
c. If the Agency fails to substantially complete Project installation by the completion date in the
Notice to Proceed, the Department shall provide the Agency with written notice of its intent to
terminate this Agreement. If the Agency fails to respond or take corrective action within the
prescribed time period set forth in the notice, the Dcpartmcnt may terminate the Agreement as
provided for in Paragraph 6.b., including its obligation to reimburse any monies expended for the
Project except for those portions of the Project already completed by the Agency and accepted by
the Department.
f Upon certification of completion by the Agency, inspection, and approval of the Project as
substantially complete in writing by the DLA, the Project shall be subject to a ninety (90) calendar
day establishment period. Work performed and costs incurred after final project approval are not
eligible for reimbursement.
3. BILLING and PAYMENT
a. Upon completion of the ninety (90) calendar day establishment period and approval of the
Project installation by the Department, the Agency shall,within one hundred and eighty (180)
calendar clays, furnish the Department with two (2) signed originals of its final and complete
billing of all eligible costs incurred in connection with the Project. The invoice shall show the
description and site of the Project; the date on which the first work was performed or the date on
which the earliest billed expense was incurred; the date on which the last work was performed or
the last item of billed expense was incurred; and the location where records and accounts billed
can be audited.
b. The Department shall reimburse the Agency in an amount not to exceed Four Hundred Thirty -
Five Thousand Seven Hundred Seventy -Two Dollars and No Cents ($435,772.00) for all eligible
expenditures for the professional design, inspection, and enforcement of the material and
installation standards; and the purchase, installation, and establishment of plant material as
identified in Exhibit "A". Reimbursement for design fees shall not exceed ten percent (10%) of
the total reimbursement amount.
c. Payment shall be made to the Agency by the Department under the following conditions.
1. This Agreement has not been terminated pursuant to Paragraph 6. b.
2. The Agency agrees to complete the project on or before two (2) years from the date of the
Agreement. If the Agency does not complete the project within this time period, any
reimbursement for payment shall not be processed by the Department unless an extension
of the time period is requested by the Agency and granted in writing by the Departtnent
3. Written certification of the completion of the installation and acceptance by the Agency is
provided to the Department.
3 of 9
IILiRMOA #02-25
4. The DLA has inspected the work. and has issued a letter of final completion to the Agency
noting that it has fully met with the terms and conditions of this Agreement.
5. After Department issuance of the Substantial Completion letter, the Agency shall provide
the Department with two (2) hard copy sets and one (1) electronic copy of 1 1 " x 17" format
As -Built drawings.
4. STANDAR[) FINANCIAL PROVISIONS
a The Department agrees to compensate the Agency fbr services described in Exhibit A. The
Method of Compensation is described in Section 3, "Billing and Payment".
b. The Agency shall provide quantifiable, treasurable 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 its quantifiable, measurable and verifiable
units of deliverables are described more fully in Exhibit A.
c. Invoice Summaries shall he submitted by the Agency in detail sufficient for a proper pre -audit
and post audit based on the quantifiable, rneasurable and verifiable units of deliverables as
established in Exhibit A. Deliverables must be received and accepted in writing by the
Department's DLA prior to payments. There shall be no reimbursement for travel expenses under
this Agreement.
d. 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, F.S. If the Department determines that the performance of the Agency is unsatisfactory,
the Department shall notify the Agency of the deficiency to be corrected, which correction shall
be made within a time frame to be specified by the Department. The Agency shall, within five (5)
business days after notice from the Department, provide the Department with a corrective action
plan describing how the Agency will address all issues of Agreement non-performance,
unacceptable performance, failure to meet the minimum performance levels, deliverable
deficiencies, or Agreement non-compliance. Payment shall not be made to the Agency until the
goods and services have been received and proof of payment or other backup documentation as
requested is provided to the Department. The Project must be completed (goods and services
received and approved by the Agency) no later than
The Agency providing goods and services to the Departtnent should be aware of the following time
frames. Inspection and approval of goods or services should take no longer than five (5) business
days. The Department has twenty (20) calendar days to deliver a request for payment (voucher) to
the Department of Financial Services. The twenty (20) calendar days are measured. from the date
the Invoice Summary is received.
If a payment is not available within forty (40) calendar days, a separate interest penalty at a rate as
established pursuant to Section 55.03 (1), F.S., will he due and payable, in addition to the Invoice
Summary amount, to the Agency. Interest penalties of less than one dollar (S1.00) will not be
enforced unless the Agency requests payment.
4 of 9
1ILRMOA #02-25
Invoice Summaries that have to be returned to the Agency because of Agency preparation errors
will result in a delay of the payment. The invoice Summary payment requirements do not start
until a properly completed Invoice Summary 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 the Agency who may be experiencing
problems in obtaining timely payment(s) from the Department. The Vendor Ombudsman may be
contacted at (850) 41.3-5516.
f. Records of costs incurred under the terms of this Agreement shall be maintained and made
available upon request by the Department at all times during the period of this Agreement and for
five (5) years after final payment is made. Copies of these documents and records shall be furnished
to the Department upon request. Records ofcosts incurred include the Agency's general accounting
records and 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.
g. In the event this contract is for services in excess of S25,000.00 and a term fir a period of more
than one (1) year, the provisions of Section 339.135 (6) (a), F.S., arc 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 such 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 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 which are for an amount in excess of S25,000.00 and which have a term for a
period of more than one year."
h. The Department's obligation to pay is contingent upon an annual appropriation by the Florida
Legislature.
i. The Agency agrees to comply with Section 20.055 (5), F.S., and to incorporate in all
subcontracts the obligation to comply with Suction 20.055 (5), F.S.
5. MAINTENANCE
a. At such time as the Department issues a Notice to Proceed with Project installation and until
such time as the Project is removed. pursuant to Paragraphs 5. f. and 6. a., the Agency shall
maintain the Project in a reasonable manner and with due care in accordance with Project
standards. Specifically, the Agency agrees to:
5 of 9
1ILRMOA #02-25
(1) remove litter from all landscaped areas of the Project;
(2) remove fallen palm fronds, fallen fruit and flower stalks and fallen twigs and limbs from all
landscaped areas of the Project;
(3) water and fertilize all plants;
(4) mulch all plant beds;
(5) keep plants as free as practicable from disease and harmful insects;
(6) weed the Project premises routinely;
(7) mow and/or cut grass within the areas delineated by the landscape plans;
(8) prune all plants, specifically remove all dead or diseased parts of plants and prune of all parts
of plants that present a visibility hazard to those using the roadway;
(9) replace, or at the Agency's option. remove all dead or diseased plants or other parts of the
Project that have fallen below Project standards. Replace with plants of substantially the same
grade, size and specification as originally provided for in the plans and specifications, unless
otherwise authorized by the Departtnent; and
(10) perform routine maintenance as prescribed by the manufacturer of any Project irrigation
system; and
(11) trim, alter, relocate or remove landscaping as needed for any future Intelligent
Transportation System (ITS).
b. Maintenance of the Project shall be subject to periodic inspections by the Department. In the
event that any of the aforementioned responsibilities are not carried out or are otherwise
determined by the Department not to be in conformance with the applicable Project standards, the
Department may terminate the Agreement in accordance with Paragraph 6.b.
c. The Operations Center Engineer shall be notified two (2) business days in advance of
commencing any scheduled construction or maintenance activities Emergency repairs shall be
performed without delay and the Operations Center Engineer notified immediately. The
Operations Center Engineer with responsibility for the roadway within this Project is located at
5211 Uln erton Road, Clearwater. FL 33760-4006 'Telephone 727-575-8300.
d. Prior to any Project construction or reconstruction activity, the Agency shall submit plans to the
Department for review and approval of the proposed work. Additionally, such plans shall be submitted
to all utilities with facilities within the limits of work for their review and comment. The Agency shall
resolve any conflicts and/or concerns raised by the utilities prior to commencement of such activities.
Work shall not start until the Department has issued a Design Approval and Notice to Proceed with
Construction letter to the Agency. Prior to commencing any field activity on this Project, the Agency
shall notify all the utilities of their work schedule enabling facilities to be field located and marked to
avoid damage.
e. The Department will require the Agency to cease operations and remove all personnel and
equipment from the Department's right-ol-way if any actions on the part of the Agency or
representatives of the Agency violate the conditions or intent of this agreement as determined by
the Department.
f. It is understood between the parties hereto that any or all of the Project may be removed, relocated,
or adjusted at any time in the future as determined to be necessary by the Department in order that the
adjacent state road be widened, altered, or otherwise changed to meet with the future criteria or planning
of the Department. The Agency shall be given notice regarding such removal, relocation, or adjustment
6 of 9
}ILRMOA #02-25
and shall be allowed. sixty (60) calendar days to remove all or part of the Project at its own cost. The
Agency will own that part of the Project it removes. After the sixty (60) calendar day's removal
period, the Department may remove, relocate, or adjust the Project as it deems best. Wherever
the Agency removes improvements pursuant to this agreement, the Agency shall restore the
surface of the affected portion of the Project premises to the same safe and trafficable condition
as it was before installation of such improvements.
g. The Agency covenants to appropriate in its annual budget, for each Fiscal Year, non -ad valorem
funds lawfully available to satisfy its maintenance responsibilities under this Agreement. This
covenant. does not create any lien upon, or pledge of, such non -ad valorem funds, nor does it
preclude the Agency from pledging such funds in the future, or from levying and collecting any
particular non -ad valorem funds.
6. TERMINATION
a. The term of this Agreement shall be for a period of ten (10) years commencing on thc date of
execution of the Agreement, with ten (10) year renewal options. The Department shall send the
Agency an expiration notice six (6) months prior to each ten (10) year expiration date. Any
renewal must be agreed upon by both parties in writing ninety (90) calendar days prior to thc
expiration of the existing agreement
In the event that the Agency elects to not renew the Agreement, then thc Agency shall, at its sole
expense, be responsible for the removal of the Project and shall restore the Project Highway to a
safe and trafficable condition prior to expiration of the Agreement.
b. The Agreement may be terminated by the Department if the Agency, following fifteen (15)
calendar days' written notice, fails to perform its duties wider this Agreement,
c. The Department reserves the right to unilaterally cancel the Agreement lbr refusal by the
contractor or Agency to allow public access to all documents, papers, letters or other material
subject to the provisions of Chapter 119, F.S. and made or received in conjunction with this
Agreement.
d. Within sixty (60) calendar days following a notice to terminate pursuant to Paragraph 6.b., if
the Department requests, the City shall remove the Project and restore the Project premises to the
same safe condition existing prior to installation of the Project. If the Department does not request
such restoration or terminates this Agreement pursuant to Paragraph 6.b., the Department may
complete, remove, relocate or adjust the Project as it deems best.
7. CLAIMS
a. The Agency and Department agree to be fully responsible for their own acts of negligence, or
their respective agents' acts of negligence, when acting within the scope of their employment and
agree to be liable for any damages resulting from said negligence. Nothing herein. is intended to
serve as a waiver of sovereign immunity by either the Agency or Department beyond that provided
in § 768.28, Florida Statutes. Nothing herein shall he construed as consent by the Agency or
Department to be sued by third parties in any manner arising out of this Agreement.
7of9
tILRMOA 42-25
b. When either party receives notice of a claim for damages that may have been caused by the
other party in the performance of services required under this Agreement, that party shall
immediately forward the claim to the other party. Each party shall evaluate the claim and report
its findings to each other within fourteen (14) business days and jointly discuss options in
defending the claim. A party's failure to promptly notify the other of a claim shall not act as a
waiver of any right herein.
8. GENERAL
a. The Department's District Secretary or his designee shall decide all questions, difficulties, and
disputes of any nature whatsoever that may arise under or by reason of this Agreement the
prosecution, or fulfillment of the service hereunder and the character, quality, amount, and value
thereof; and his decision upon all claims, questions, and disputes shall be final and conclusive
upon the parties hereto.
b. E -Verify:
I. The Agency shall utilize the U.S. Department or Homeland Security's E -Verify system to
verify the employment eligibility of all new employees hired by the Agency during the term of
this Agreement; and
2. The Agency shall expressly require any subcontractors performing work or providing
services to likewise utilize the U.S. Department of Homeland Security's E -Verify system to
verify the employee eligibility of all new employees hired by the subcontractor during this
Agreement's term.
c. This Agreement embodies the entire Agreement and understanding between the parties hereto
and there are no other agreements or understandings, oral or written, with reference to the subject
matter hereof that arc not merged herein and superseded hereby. This Agreement may not be
assigned or transferred by the Agency in whole or in part without written consent of the
Department.
d. If any provision of the Agreement is held invalid, the remainder of this Agreement shall not
be affected thereby if such remainder would then continue to conform to the terms and
requirements of applicable law.
c. This Agreement, regardless of where executed, shall be governed by and construed according to
the Laws of the State of Florida.
SIGNATURES APPEAR ON THE FOLLOWING PAGE
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
8 of 9
HLRMOA #02-25
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year
first above written.
CITY OF CLEARWATER, FLORIDA
Bruce Rector
Mayor
Date: a /234s
Approved as to form:
Melissa Isabel
Assistant City Attorney
STATE OF FLORIDA
DEPARTMENT OF TRANSPORTATION
By:
Francis Lewis, P.E.
Director of Transportation Operations
District Seven
Date:
Attest:
Executive Secretary
(SEAL)
Date:
Legal Review:
Office of General Counsel, District 7
Date:
Jennifer Poirrier
City Manager
Attest:
"Di • Rosemarie Call
9 of 9
City Clerk