Resolution 042-2022 DocuSign Envelope ID:82314254-7B40-4CF8-B264-28A935EE0428
RESOLUTION NO. 042 -2022
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA,
APPROVING THE FLORIDA KEYS OVERSEAS
HERITAGE TRAIL CONNECTION AT CUDJOE
GARDENS MAINTENANCE MEMORANDUM OF
AGREEMENT BETWEEN FLORIDA DEPARTMENT OF
TRANSPORTATION AND MONROE COUNTY.
WHEREAS, the DEPARTMENT has jurisdiction over State Road (S.R.) 5/US-I/Overseas
Highway from MM 20.81 to MM20.99 (Drost Drive to the Florida Keys Overseas Heritage Trail
Crosswalk (CudJoe Key). which is located within the limits of the COUNTY; and
WHEREAS, the COUNTY, pursuant to LAP Project 441745-1-58-01, has developed plans to
build a shared use path. asphalt and concrete. along with supporting elements, such as signs,
in
detectable warning surfaces, pavement markings. and other associated features, along SR-5 (US-
1) (Overseas Highway), and
WHEREAS, the COUNTY will construct the Project Improvements inside the DEPARTMENT
Right-of-Way, within the PROJECT LIMITS: and
WHEREAS, the PARTIES to this AGREEMENT mutually recognize the need for entering into
an agreement designating g and setting forth the COUNTY's responsibilities with re-ards to the
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maintenance of all the Project Improvements for the Project within the PROJECT LIMITS; and
WHEREAS. the recitals set forth above are true and correct and are deemed to be restated
herein.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Monroe
County, Florida, that:
The Florida Keys Overseas Heritage Trail Connection (CudJoe
Key) Shared Use Path, Pavement Markings. Landscaping, and
Signage Maintenance Memorandum of Agreement between the
State of Florida Department of Transportation and Monroe
County, Florida is hereby approved.
PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida
at a regular meeting of said board on the 16"' day of February A.D., 2022.
Mayor David Rice Yes
Mayor Pro Tern Craig Cates Yes
Commissioner Michelle Coldiron Yes
Commissioner District 3, Vacant Vacant
Commissioner Hol1v Merrill Raschein Yes
FKOHT Connection at CUdJoe Gardens MOM Agreement
February 16, 2022
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BOARD OF COUNTY COMMISSIONERS
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KOHT Connection as CudJoc Gardens MOM Agreement
February ➢6, 2022
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FLORIDA DEPARTMENT OF TRANSPORTATION
CONSTRUCTION OF A NEW SHARED USE PATH
AND OTHER ASSOCIATED FEATURES
MAINTENANCE MEMORANDUM OF AGREEMENT
WITH MONROE COUNTY
This AGREEMENT, entered into on March 7, , 2022, by and
between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an
agency of the State of Florida, hereinafter called the DEPARTMENT,
and MONROE COUNTY, a political subdivision of the State of Florida,
hereinafter called the COUNTY, and collectively referred to as the
PARTIES.
RECITALS:
A. The DEPARTMENT has jurisdiction over State Road (SR) 5 (US-
1) (Overseas Highway) from MM 20 . 81 to MM 20 . 99, which is
located within the limits of the COUNTY; and
B. The COUNTY, pursuant to LAP Project 441745-1-58-01 (the
"Project") , has developed plans to build a shared use path,
asphalt and concrete, along with supporting elements, such
as signs, detectable warning surfaces, pavement markings,
and other associated features, along SR-5 (US-1) (Overseas
Highway) (the "Project Improvements") , 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 COUNTY will construct the Project Improvements inside
the DEPARTMENT Right-of-Way, within the PROJECT LIMITS, in
accordance with Project; and
D. It is the intent of the PARTIES for this AGREEMENT to
supplement all existing Maintenance Memorandum of Agreement
and existing Permits previously executed between the
DEPARTMENT and the COUNTY within the PROJECT LIMITS; and
E . The PARTIES to this AGREEMENT mutually recognize the need
for entering into an agreement designating and setting forth
the COUNTY' s responsibilities with regards to the maintenance
of all the Project Improvements for the Project within the
PROJECT LIMITS; and
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F. The COUNTY, by Resolution No. 042-2022 dated February 16, 2022,
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 . ASSIGNMENT OF MAINTENANCE RESPONSIBILITIES
The PARTIES agree that the execution of this AGREEMENT shall
constitute an assignment of all maintenance responsibilities
pertaining to all features built as part of the Project
(collectively the "IMPROVEMENTS") within the PROJECT LIMITS
to the COUNTY upon the DEPARTMENT' s issuance of the executed
work acceptance to the COUNTY.
3 . COUNTY' S MAINTENANCE RESPONSIBILITIES
So long as the IMPROVEMENTS remain in place, the COUNTY shall
be responsible for the maintenance of the same . The COUNTY
shall maintain the IMPROVEMENTS in accordance with all
applicable DEPARTMENT guidelines, standards, and procedures,
as may be amended from time to time . The COUNTY' s maintenance
obligations shall include but not be limited to:
a. Inspect and maintain the IMPROVEMENTS to Local, State
and Federal standards .
b. The entire shared use path which is composed of the sub-
base, base, asphalt layers, concrete areas, and
embankment on either side .
C. Erosion of the embankment and fill adjacent to the shared
use path shall be repaired to its original condition
within the timeframes identified in this Agreement .
d. Repairs for all underground work will require prior
coordination with the DEPARTMENT.
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e . Once all work under LAP Project 441745-1-58-01 is
accepted, all future upgrades and modifications within
the PROJECT LIMITS will require the submittal and
approval of a permit .
f. Monitor all work and maintenance activities to ensure
that all infrastructure part of the SR-5 system is not
impacted.
g. 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.
h. Submitting Lane Closure Requests to the DEPARTMENT for
all maintenance activities within the clear zone . 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 Lane Closure Policy, as may be amended from time to
time .
The DEPARTMENT may, at its sole discretion, perform periodic
inspection of the IMPROVEMENTS to ensure that the COUNTY is
performing its duties pursuant to this AGREEMENT. The
Department shall share with the COUNTY its inspection
findings, and may use those findings as the basis of its
decisions regarding maintenance deficiencies, as set forth
in Section 4 of this AGREEMENT. The COUNTY 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 time to time .
4 . MAINTENANCE DEFICIENCIES
If at any time it shall come to the attention of the
DEPARTMENT that the COUNTY' 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 County Director (or
designee) , to notify the COUNTY of the maintenance
deficiencies . From the date of receipt of the notice, the
COUNTY shall have a period of thirty (30) calendar days,
within which to correct the cited deficiency or deficiencies .
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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 IMPROVEMENTS, or a part thereof, and
invoice the COUNTY for expenses incurred; or
b. Terminate this AGREEMENT in accordance with Section 7,
remove, abandon or place out of service any or all the
IMPROVEMENTS located within the PROJECT LIMITS, and
charge the COUNTY the reasonable cost of such removal .
5 . NOTICES
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 111th Avenue, Room 6205
Miami, Florida 33172-5800
Attn: District Maintenance Engineer
To the COUNTY: Monroe County Engineering Department
1100 Simonton Street
Key West, FL 33040
Attn: Director, Monroe County
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 IMPROVEMENTS
a. The PARTIES agree that the IMPROVEMENTS addressed by
this AGREEMENT may be removed, relocated or adjusted at
any time in the future, by the DEPARTMENT. In the event
the DEPARTMENT intends to relocate or adjust the
IMPROVEMENTS, copies of all plans will be provided to
the COUNTY. The COUNTY' s maintenance responsibilities
will survive after the relocation or adjustment, as long
as the materials remain within the PROJECT LIMITS.
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7 . TERMINATION
This AGREEMENT is subject to termination under any one of the
following conditions :
a. By the DEPARTMENT, if the COUNTY 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.
b. In accordance with Section 287 . 058 (1) (c) , Florida
Statutes, the DEPARTMENT shall reserve the right to
unilaterally cancel this AGREEMENT if the COUNTY refuses
to allow public access to any or all documents, papers,
letters, or other materials made or received by the
COUNTY 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 DEPARTMENT, if the DEPARTMENT determines within
its sole discretion that there is inadequate maintenance
that poses a risk of a safety hazard to the public or
financial liability to the DEPARTMENT.
8 . TERMS
a. The effective date of this AGREEMENT shall commence upon
execution by the PARTIES and shall continue so long as
the IMPROVEMENTS remain in place until termination as
set forth in Section 7 .
b. E-Verify
The COUNTY 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 COUNTY shall insert the above clause into any
contract entered into by the COUNTY with vendors or
contractors hired by the COUNTY for purposes of
performing its duties under this AGREEMENT.
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 or in part, 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.
f. 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.
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.
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j . 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 be 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 .
9. INDEMNIFICATION
Subject to Section 768 . 28, Florida Statutes, as may be
amended from time to time, the COUNTY 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, attorneys fees, (including regulatory and
appellate fees) , and suits of any nature or kind whatsoever
caused by, arising out of, or related to the COUNTY' s
negligent exercise or of its responsibilities as set out in
this AGREEMENT, including but not limited to, any negligent
act, negligent action, negligence or omission by the COUNTY,
its officers, agents, employees or representatives in the
performance of this AGREEMENT, whether direct or indirect,
except that neither the COUNTY nor any of its officers,
agents, employees or representatives will be liable under
this provision for damages arising out of injury or damages
caused or resulting from the negligence of the DEPARTMENT.
The COUNTY' 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
COUNTY' 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 COUNTY of a claim shall not release
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the COUNTY of the above duty to defend and indemnify the
DEPARTMENT.
The COUNTY 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.
The COUNTY' s evaluation of liability or its inability to
evaluate liability shall not excuse the COUNTY' 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 negligent shall excuse performance of this
provision by the COUNTY.
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IN WITNESS WHEREOF, the pax-ties hereto have caused these
presents to be executed the day and year f irst above writte�.'i.
MONROE COUNTY. STATE OF FLORIDA
DEPARTMENT OF TRANSPORTATION-
Docuftned by:
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lAmmm. ance IMemorrwidupm of Apimmieri between Florida Depummm of TranAm. -mmm aW Monroe County
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EXHIBIT 'A '
PROJECT LIMITS
Below are the limits of the roadway improvements to be maintained
under this AGREEMENT.
State Road Number: 5
Local Street Name: (US-1) (Overseas Highway)
Agreement Limits : MM 20 . 81 to MM 20 . 99
County: Monroe
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EXHIBIT 'B '
MONROE COUNTY RESOLUTION
To be herein incorporated once ratified by the Board of County
Commissioners .
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