06/19/2013 Agreement I p ' , f , : , ,wie l i,
3
� CLERK OF CIRCUIT COURT & COMPTROLLER
714•=� ‘ , MONROE COUNTY, FLORIDA
........"
DATE: June 26, 2013
TO: Judy Clarke, PE
Director of Engineering
ATTN: Tina Losacco
i
FROM: Pamela G. Hanc•,f.C.
At the June 19, 2013, Board of County Commissioners meeting, the Board granted approval and
authorized execution of the following:
Item C32 Rider for existing contract between Monroe County and ADT Security Services, Inc. to
assign contract to the company known as Tyco Integrated Security, LLC which has merged with ADT
Security Services, Inc. Enclosed is a copy for your handling.
Item C33 Amendment 1 to the Agreement between Tyco Integrated Security LLC to extend the
substantial completion date. _ Enclosed is a duplicate original for your handling.
"Item C34 Agreement for Traffic Signal Maintenance Agreement with Keys Energy Services, Inc
(KEYS) to provide certain repair and replacement services for traffic signal lighting. This agreement
will replace and supersede the prior written agreement dated December 2000 and all amendments
pertaining to stated agreement. The maintenance portion of the contract is paid with FDOT funds.
Enclosed is a duplicate original for you handling.
Item C35 Board granted approval of Fourth Amendment of the Contract for Temporary Pigeon Key
Ferry Service, extending the termination date to June 30, 2014. Enclosed is a duplicate original for your
handling.
Should you have any questions, please do not hesitate to contact our office.
cc: County Attorney
Finan9e
File
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305 -295 -3130 Fax: 305 -295 -3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 289 -6027 Fax: 305- 289 -6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305- 852 -7146
AGREEMENT FOR TRAFFIC SIGNAL LIGHT MAINTENANCE
This agreement, is made this /14 day of 2013, by and between Keys Energy
Services, a government corporation created special act of legislature of the State of Florida,
herein called °KEYS ", acting through the Utility Board of the City of Key West, Florida, and the Board
of County Commissioners of Monroe County, Florida, a political subdivision of the State of Florida,
herein called "COUNTY ".
WHEREAS, The COUNTY desires that KEYS provide certain repair and replacement services for traffic
signal lighting, more specifically described in Schedule "A" attached hereto; and
WHEREAS, KEYS, at the request and direction of the COUNTY, is willing to provide such repair and
replacement services; and
WHEREAS, KEYS represents that it is professionally and technically capable of maintaining the
COUNTY'S existing traffic signal lighting and any that may be installed in the future; and
WHEREAS, This Agreement addresses the repair and replacement services for traffic signal lighting;
the periodic reimbursement to KEYS for materials used and the annual payment to KEYS for
maintenance services;
IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as
follows:
1. KEYS shall provide repair and replacement services for the traffic signal lighting facilities
described in Schedule "A ". The authority and request for this work is evidenced by this
Agreement.
2. KEYS will repair, maintain or replace as necessary all traffic signal infrastructures with
comparable equipment and parts. Such repair and replacement services may include materials
issued from KEYS inventory or purchased from vendors, for which KEYS will be reimbursed, as
explained in #7 below.
3. KEYS will only install upgraded materials or equipment with the written advance notice to the
COUNTY'S designated representative, as indicated in #16 below. Upon annual inspection of
facilities KEYS will notify the COUNTY, when practical, of planned repairs and /or upgrades for
the COUNTY to budget accordingly for the upcoming budget year based on KEYS operational
experience and /or to meet industry standards. In the case of emergency repairs, when
advance written notice cannot be obtained, KEYS will utilize materials or equipment it
determines most suitable to complete necessary repairs. Written notification of the use of
upgraded materials or equipment shall be sent to the COUNTY as soon as practical after the
emergency work is completed. Materials and equipment used in conjunction with such
upgrades will be included in the invoice for reimbursement, as explained in #7 below.
Upgraded materials and /or equipment shall provide equal or better performance than that
which it replaces. During this restoration KEYS is not responsible for costs associated with
traffic control assistance from law enforcement officers and will submit any applicable invoices
to the COUNTY for payment for this service.
4. For repairs and /or replacement of infrastructure as a result of 3' party damage, KEYS will
invoice the COUNTY for actual labor, material and transportation costs, along with applicable
overhead rates. KEYS establishes overhead rates annually in conjunction with the budget
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process. KEYS will supply the COUNTY with these overhead calculations upon acceptance of
the annual budget and update the COUNTY if there are changes to the overhead rates.
5. For repairs and /or replacement of infrastructure resulting from a natural disaster such as
tropical storm and /or flood damage, KEYS will remove any roadway obstruction at these
locations and coordinate the restoration and repair of infrastructure using a traffic signal
contractor whom has a pre -storm season contract with KEYS. KEYS will invoice the COUNTY
for actual labor, material and transportation costs, along with applicable overhead rates and
all contractual costs associated with this restoration. During this restoration KEYS is not
responsible for costs associated with traffic control assistance from law enforcement officers
and will submit any applicable invoices to the COUNTY for payment for this service.
6. KEYS will maintain an adequate inventory of material, equipment and replacement parts to
repair the facilities described in Schedule "A ".
7. KEYS will render an invoice on a quarterly basis for materials issued from inventory or
purchased from vendors to maintain, repair or replace the facilities in Schedule "A ". Such
invoice will include an itemized cost of the materials using the average costing method of
accounting for inventory or a copy of the vendor invoice, plus the overhead charges. Annually,
on June 1s` ( beginning June 1, 2014], KEYS will invoice the BOCC in arrears for the annual
maintenance for the preceding July 1s to the current June 30"'. The amount of the annual
payment for the period July 1, 2013 to June 30, 2014 will be $6,000. The payment terms will
be 30 days. The COUNTY will pay invoices pursuant to the Local Government Prompt Payment
Act FS 218.70.
8. Future annual maintenance charges will be adjusted by the CPI using the month of April prior
to the renewal date. The CPI table used will be the US Department of Labor; Bureau of Labor
Statistics; CPI -All Urban Consumers; Not Seasonally Adjusted; Miami -Fort Lauderdale. The
current link for the CPI database is
http: / /data.bls.gov /timeseries /CUURA320SAO ?data tool= %25252522EaG %25252522 &outpu
t view =pct 12mths The CPI adjustment will be limited to no less than 0% and no more than
3 %.
9. Any invoice amounts that are in dispute will be resolved pursuant to the Local Government
Prompt Payment Act FS 218.76 Improper Payment Request or Invoice Resolution of Disputes.
10. KEYS shall maintain the traffic signal lighting in accordance with the International Municipal
Signal Association [IMSA] Traffic Signal Maintenance Handbook, the Manual on Uniform Traffic
Devices [MUTCD]. Maintenance services shall be provided in a reasonable, prudent and timely
manner. Any and all documentation required evidencing compliance with such standards,
including logs, will be maintained by KEYS and remain the property of KEYS. In an event the
County is audited by FDOT and upon request from the County, KEYS will provide copies of
appropriate documentation.
11. The parties of the Agreement stipulate that each is a governmental agency and represents to
the other that it has purchased suitable public liability, vehicle liability and worker's
compensation insurance, or is self- insured, in the amounts adequate to respond to any and
all acceptable claims.
12. Indemnification: The COUNTY, as a political sub - division of the State of Florida, as defined in
Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such
statute for its own negligent acts or omissions, or intentional tortuous acts, which result in
claims or suits against either KEYS or the COUNTY, and agrees to be liable to the statutory
Traffic Signal Maintenance Agreement
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limits for any damages proximately caused by said acts or omissions, or intentional tortious
acts
13. KEYS agrees to be fully responsible to the limits set forth in such statute for its own negligent
ads or omissions, or intentional tortuous actions, which result in claims or suits against
either County or City, and agrees to be liable to the statutory limits for any damages
proximately caused by said acts or omissions, or intentional tortious ads.
14. Nothing contained in this Section shall be construed to be a waiver by either party of any
protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar
provision of law. Nothing contained herein shall be construed to be a consent by either party
to be sued by third parties in any matter arising out of this or any other Agreement.
15. Changes to facilities included on Schedule "A" may be made with a written letter agreement
signed by KEYS GM /CEO and Designated County Representative. Such letter may change the
annual maintenance charge, as explained in #9 above, which shall require approval of the
COUNTY.
16. KEYS responsibilities under this Agreement do not include any obligation to construct new
facilities, to monitor the contractors working on the facilities or the effectiveness of the
facilities or to assume liability or responsibility for the control of traffic. Neither does KEYS
have any responsibility for making decisions, judgments, or planning, regarding traffic safety,
location of traffic signals, or any other matters that lie within the duties and obligations of the
COUNTY as a governmental entity to help protect the health and welfare of the citizen's of
Monroe County, Florida and the traveling public.
17. The term of this agreement shall commence on the 1st day of July, 2013 and extend to the
30th day of June, 2014, with automatic one year renewals upon the same terms and
conditions unless either party notifies the other in writing of its intent not to renew the
agreement at least ninety [90] days prior to expiration.
18. KEYS designates the Director of Transmission and Distribution and /or the Transmission and
Distribution Supervisors as the authorized representative to administer this Agreement for
KEYS.
19. The COUNTY designates the Director of Engineering as the authorized representative to
administer this Agreement for The COUNTY.
20. This is the entire Agreement between the parties, superseding all prior oral or written
agreement or negotiations, and no alterations or modifications or amendments to this
Agreement shall be valid unless the same is reduced to writing and signed by the parties
hereto. This agreement shall be binding on the successors and assignees of the respective
parties, and shall be construed in accordance with the laws of the State of Florida, and shall
be interpreted without regard to the party or parties deemed to have drafted it.
21. The COUNTY's performance and obligation to pay under this Agreement is contingent upon
an annual appropriation by the Board of County Commissioners and the approval of the
Board members at the time of contract initiation and its duration.
22. KEYS shall not assign or subcontract its obligations under this agreement, except in
writing and with the prior written approval of the Board of County Commissioners for
Monroe County and KEYS, which approval shall be subject to such conditions and
provisions as the Board may deem necessary. This paragraph shall be incorporated by
reference into any assignment or subcontract and any assignee or subcontractor shall
comply with all of the provisions of this agreement. Subject to the provisions of the
immediately preceding sentence, each party hereto binds itself, its successors, assigns
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and legal representatives to the other and to the successors, assigns and legal
representatives of such other party.
23. Nothing contained herein shall create any relationship, contractual or otherwise, with
or any rights in favor of, any third party.
24. This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, COUNTY and KEYS agree that venue
shall lie in the 16` Judicial Circuit, Monroe County, Florida, in the appropriate court or
before the appropriate administrative body. This agreement shall not be subject to
arbitration. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual
and customary procedures required by the circuit court of Monroe County.
2S. If any term, covenant, condition or provision of this Agreement (or the application
thereof to any circumstance or person) shall be declared invalid or unenforceable to
any extent by a court of competent jurisdiction, the remaining terms, covenants,
conditions and provisions of this Agreement, shall not be affected thereby; and each
remaining term, covenant, condition and provision of this Agreement shall be valid
and shall be enforceable to the fullest extent permitted by law unless the
enforcement of the remaining terms, covenants, conditions and provisions of this
Agreement would prevent the accomplishment of the original intent of this
Agreement. The COUNTY and KEYS agree to reform the Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent
of the stricken provision.
26. The terms, covenants, conditions, and provisions of this Agreement shall bind and
inure to the benefit of the COUNTY and KEYS and their respective legal representatives,
successors, and assigns.
27. Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary County
and corporate action, as required by law.
28. KEYS and COUNTY covenant that neither presently has any interest, and shall not
acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement, and that only interest of each is to perform and
receive benefits as recited in this Agreement.
29. COUNTY agrees that officers and employees of the COUNTY recognize and will be
required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual
relationship; and disclosure or use of certain information.
30. KEYS and COUNTY warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for
it, to solicit or secure this Agreement and that it has not paid or agreed to pay any
person, company, corporation, individual, or firm, other than a bona fide employee
working solely for it, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement. For the
breach or violation of the provision, KEYS and the COUNTY agree that either party
shall have the right to terminate this Agreement without liability and, at its
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discretion, to offset from monies owed, or otherwise recover, the full amount of such
fee, commission, percentage, gift, or consideration.
31. KEYS and COUNTY shall allow and permit reasonable access to, and inspection of, all
documents, papers, letters or other materials in its possession or under its control
subject to the provisions of Chapter 119, Florida Statutes, and made or received by
KEYS and COUNTY in connection with this Agreement; KEYS and the COUNTY shall
have the right to unilaterally cancel this Agreement upon violation of this provision
by either KEYS or the County.
32. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of
KEYS and the COUNTY in this Agreement and the acquisition of any commercial
liability insurance coverage, self- insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of
liability coverage, nor shall any contract entered into by the COUNTY be required to
contain any provision for such waiver.
33. Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended
to, nor shall it be construed as, relieving any participating entity from any obligation
or responsibility imposed upon the entity by law except to the extent of actual and
timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility.
Further, this Agreement is not intended to, nor shall it be construed as, authorizing
the delegation of the constitutional or statutory duties of the COUNTY, except to the
extent permitted by the Florida constitution, state statute, and case law.
34. No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County or KEYS in
his or her individual capacity, and no member, officer, agent or employee of Monroe
County or KEYS shall be liable personally on this Agreement or be subject to any
personal liability or accountability by reason of the execution of this Agreement.
35. KEYS will utilize the U.S. Department of Homeland Security's E- verify system, in
accordance with the terms governing the use of the system to confirm the eligibility
of:
a. All person employed by Keys Energy Services, Inc. during the term of this
Agreement to perform employment duties within Florida; and
b. All persons, including subcontractors, assigned by Keys Energy Services, Inc. to
perform work pursuant to this Agreement.
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IN WITNESS, THEREOF, the parties hereto have set their hands and seals the day and the year
first written above.
(SEAL)
Attest AMY HEAVILIN, Clerk
By:
Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: Awrv- 4-
Mayor /Chairman
Date: 1 9 20 3
(Seal)
Attest:
UTILITY BOARD OF THE CITY OF
KEY WEST, FLORIDA
Lynrf6 Tejada
Title: Board Secretary
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By: ----
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Lou Hernandez
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Title: Board Chairman
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MONROE COUNTY ATTORNEY
t PPRO AS TO FORM at 4 U.),,Cci'l �tr*,ir,L
CHRISTINE M. LIMBERT- BARROW
ASSISTANT COUNTY ATTORNEY
Date j ) /14
Traffic Signal Maintenance Agreement
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SCHEDLUE A
TRAFFIC SIGNALS /INTERSECTION CONTROL BEACON /FIRE STATION BEACON
Cross Street, Stock Island /US 1
MacDonald Avenue, Stock Island /US 1
Crane Boulevard, Sugarloaf /US 1
Key Deer Boulevard, Big Pine /US 1
Sugarloaf Boulevard, Sugarloaf (ICB)
Watson Field, Big Pine Key, Watson Boulevard (ICB)
Crane Boulevard Flashing Advance Signs
3 rd Street, Stock Island /US 1(Fire Station Beacon)
Emerald Drive, Big Coppitt /US 1 (Fire Station Beacon)
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