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02/15/2017 ContractKEVIN MADOK, CPA MONROE COUNTY CLERK OF THE CIRCUIT COURT & COM TROLLER DATE: February 23, 2017 TO: Breanne Erickson, Sr. Engineering Technician Monroe County Engineering Services FROM: Pamela G. Hanco CC l.c. SUBJECT: February 15di BOCC ' Meeting Attached is a duplicate original of Item C 15, a Contract with TransCore, LP in the amount of $834,802.50 to provide, install, test and activate an all- electronic toll collection system at the Card Sound Toll. The contract utilizes the pricing structure set forth in the Transcore standard written Agreement with Florida Department of Transportation, which was competitively bid, for your handling. Should you have any questions, please feel free to contact me at ext. 3130. Thank you. cc: County Attorney Finance File TR/11VSC,ORE. TransCore, LP Standard Terms, Conditions a Ot Inf This Agreement ( "Agreement") made and entered into this 15 day of February, 2017 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "Customer" or "COUNTY," through the Monroe County Board of County Commissioners ( "BOCC "), AND TransCore, LP, a corporation of the State of Delaware, whose address is 150 4th Ave. N., Suite 1200, Nashville, TN 37219 its.successors and assigns, hereinafter referred to as "TransCore" or "Contractor" or "Consultant," WITNESSETH: TransCore's Quote, (Attachment A) to which this document is appended, is predicated on the following Tenns, Conditions, and Other Information. Any changes hereto may necessitate a revision to the auoted price and schedule. Upon acceptance of the Quote, this document shall automatically become a contractual agreement ( "Agreement's between the parties and become part of any final Purchase Order or subsequent contractual agreement between the parties. EXCLUSIONS The quoted price expressly excludes the following items: (check all that are applicable) ® Traffic Control ® Permits ® Performance, Payment or Maintenance Bonds ® As -Built Drawings ® Prevailing Wages ® Liquidated Damages ® Installation of Underground Infrastructure, including conduit or junction boxes 1. Payment All invoices, prepared in accordance with the Milestone Billing Schedule or Payment Terns, shall be paid in accordance with the Local Government Prompt Payment Act, 218.70, Florida Statutes. Late payments are subject to an interest charge as set forth in 218.75, Florida Statutes. Payment shall be made as follows: For Domestic wires: Please do not use these Wells Fargo addresses for anything but 420 Montgomery St San Francisco CA 94104 payments. 612 - 316 -0999 Acct # 2000062859446 Routina # 121000248 Beneficiary: TransCore Holdings, Inc., on behalf of TransCore, LP Overnight Mail for checks: For Hard Copy Checks: Wells FargolTransCore TransCore Attn: 935321 PO Box 935321 3585 Atlanta Ave Atlanta, GA 31193 Haneville. GA 30354 2. Standard of TransCore, in performing any services under this Agreement, shall perform in a manner consistent with that Care level of c are and skill or dinerily exercised by members o f t he pr ofession currently pr acticing and er s imilar conditions and in similar locations. 3. Entire In any resultant contractual agreement, the following will be t he Order of P recedence: a. These Terms and Agreement Conditions; b. any other Customer agreement, Purchase Order or other such document appended hereto. 4. Critical Design If during the critical design phase of the Agreement, TransCore and Customer fail to reach mutual agreement Phase on t he F unctional D etail D esign and A cceptance C riteria, ei ther par ty may t erminate t he Agreement for convenience without any obligation or liability to the other party. 5. Indemnification _a.TransCore covenants and agrees to indemnify and hold harmless Customer /Monroe County and Monroe and Hold County Board of County Commissioners, its officers and employees from liabilities, damages, losses and costs, Harmless including but not limited to, reasonable attomeys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of TransCore, subcontractor(s) and other persons employed or utilized by TransCore in the performance of the contract. b.The first ten dollars ($10.00) of remuneration paid TransCore is for the indemnification provided for above. The exl of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within thi agreement. c. TransCore's total liability to Customer for any and al I liabilities arising out of or related to the Agreement, from any c ause or causes, and r egardless o f the I egal theory, i ncluding br each of contract, warranty, negligence, strict liability, statutory liability, or any indemnification obligation, shall not, in the aggregate, exceed the amounts paid to TransCore under the Agreement. d. IN NO EVENT SHALL TRANSCORE BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR ECONOMIC DAMAGES (INCLUDING, BUT NOT LIMITED TO LOST PROFITS, L OST R EVENUE, AND L OST BU SINESS O PPORTUNITY), R EGARDLESS O F T HE L EGAL THEORY UNDE R WHICH S UCH DA MAGES ARE S OUGHT, AND E VEN I F T HE P ARTIES HAVE B EEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. e. Any claim by Customer against TransCore relating to this Agreement, other than in warranty, must be made in writing and presented to TransCore within one (1) year after the earlier of: (1) the date on which the Customer accepts the deliverable at issue; or (2) the date on which TransCore completes performance of the services Page 1 of 6 TRA1VSCARE. TransCore, LP Standard Terms, Conditions and Other Information specified in this Agreement. Any claim under warranty must be made within the time specified in the applicable warranty clause. f. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of TransCore's failure to purchase or maintain the required insurance, TransCore shall indemnify COUNTY from any and all increased expenses resulting from such delays. g.The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within the Agreement. 6. Software All TransCore-owned and developed software will be provided in accordance with TransCore's Standard Licensing License Agreement. TransCore shall be granted unl imited user rights to all software i nterfaces developed during the Agreement. 7. Delays In t he ev ant that TransCore i s delayed i n per forming services under t his Agreement by t he C ustomer, governmental bodi as, or contractors, agent s, publ is u tilities, pa trons, or o ther t hird parties, and such del ay results in an increase in costs to TransCore or the time for performance, Customer shall negotiate an equitable adjustment to t he Agreement price, schedule, or bot h. TransCore s hall pr ovide t imely w ritten not ice after becoming aware of a delay or the happening of such an event. & Document Any dr awing, r eport, manual, or of her dat a submitted f or the Customer's r eview s hall be app roved or Review and disapproved within fourteen (14) calendar days of receipt. I f the item is disapproved, then the Customer will Approval provide detailed comments that define the nature and extent of the deficiency and the type of remedial action expected. If the Customer does not approve or disapprove within fourteen (14) calendar days, or if the Customer's comments are not received within the fourteen (14) day period, then TransCore's schedule will be extended commensurately. 9. Force Except as otherwise expressly provided herein, neither party hereto shall be considered in default in the Majeure performance of its obligations hereunder to the extent that such performance is prevented or delayed by any cause, existing or future, which is not within the reasonable control of such party including, but not limited to, acts of God or the public enemy, fires, earthquakes, explosion, riots, strikes (not including strikes of the TransCore's staff personnel), or war, terrorist acts, or inclement weather, where the parry whose performance was del ayed did not otherwise cause or contribute to the cause of the delay or not prevent, when abi e to prevent, such delay. 10. Disclaimer of THE EXPRESS WARRANTIES, IF ANY, CONTAINED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE Implied WARRANTIES PROVIDED BY TRANSCORE. TRANSCORE SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES; Warranties EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR PAST DEALINGS BETWEEN THE PARTIES. 11. System TRANSCORE WARRANTS, FORA PERIOD OF ONE (1) YEAR FROM SUBSTANTIAL COMPLETION, THAT BEING THE Warranty DATE OF BENEFICIAL USE OF THE SYSTEM] THAT THE SYSTEM PROVIDED UNDER THE AGREEMENT WILL BE OF GOOD QU ALITY AND MATERIALS 1 NA CCORDANCE W ITH T HE SYSTEM DESIGN DO CUMENT/TECHNICAL SPECIFICATIONS. IN THE EVEN T O F AN I NCIDENT RE QUIRING M AINTENANCE O UTSIDE OF T HE N ORMAL PREVENTIVE, PREDICTIVE, AND CORRECTIVE REQUIREMENTS SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO FORCE MAJEURE, VANDALISM, THEFT, OR ACCIDENTS, TRANSCORE WILL PERFORM SUCH WORK ON A TIME AND MATERIALS BASIS. WARRANTY EXCLUSIONS: THE WARRANTIES PROVIDED FOR HEREIN DO NOT APPLY TO PROVISION OF THIRD PARTY UPGRADES, CONSUMABLE ITEMS AND MATERIALS, OR TO SYSTEM FAILURE DUE TO NORMAL WEAR AND TEAR; FAILURES OR DAMAGE RESULTING FROM CAUSES OUTSIDE OF THE BASIC EQUIPMENT, INCLUDING BUT NOT LIMITED TO: (1) MISUSE DUE TO FAULT OR NEGLIGENCE OF CUSTOMER OR ITS OTHER CONTRACTORS OR AGENTS; ( 11) T O D AMAGE FROM P OWER S OURCES O R PER IPHERAL EQ UIPMENT N OT D ELIVERED WITH TRANSCORE'S SY STEM; (111) OP ERATION O F T HE EQ UIPMENT O UTSIDE O F TH E MANUFACTURERS' SP ECIFIED ENVIRONMENTAL CONDITIONS; (IV) VAN DALISM; (V) MAINTENANCE, MODIFICATIONS O R RE PAIRS B Y PARTIES OTHER T HAN T RANSCORE OR ITS DESIGNATEDAGENTS;( VI) T0THEEXTENT SERVICES ARE PROVIDED WITH RESPECT TO THE SYSTEM BY OTHERS W ITHOUT T RANSCORE'S APPROVAL AND SUCH SERVICES CAUSE TRANSCORE T O B E UNA BLE T O PER FORM THE SERVICES HE REUNDER O R TO BE ABL E T O PER FORM T HE SERVICES ONLY AT AD DITIONAL COSTS WHICH ARE NO T REIMBURSED B Y CUSTOMER; O R ( VII) TO L OSS OR DAMAGE TO ANY THIRD PARTIES NOR ANY CONSEQUENTIAL DAMAGES. 12. Changes a. Customer m ay, a t any t ime by w ritten not ice, m ake minor changes w ithin t he gener al scope of this Agreement in any one or more of the following: (i) Drawings, designs, or specifications; (ii) Method of shipping or packing; (iii) Place of inspection, acceptance, or point of delivery; (iv) Delivery Schedule; and (v) Other. b. Should any s uch change i ncrease or dec rease the cost and /or the time required for performance of t his Agreement, an equitable adjustment may be requested by TransCore or Customer in the price, delivery schedule or both. The request for adjustment should include charges for redundant material, work in process and any other costs involved. c. Any claim for cost associated with a change in the scope of the work shall be negotiated between TransCore and Customer. Adjustments to price shall be computed by agreement of a fixed price. Customer may request that TransCore submit a written proposal indicating the price at which TransCore would be willing to perform certain c hanges in t he work as described by C ustomer. Upon r eceipt o f s uch a r equest, TransCore s hall prepare and s ubmit such proposal promptly, but no I ater t han thirty (30) bus iness day s. If T ransCore and Customer agree in writing as to the price to be pai d to TransCore for the work changes, this Agreement shall Page 2 of 6 TRAfVS(ARE. TransCore, LP Standard Terms, Conditions and Other Information be deemed amended in accordance therewith. 13. Hazardous a. Unless otherwise expressly provided in this Agreement to be part of the work, TransCore is not responsible Conditions and for any he zardous c onditions enc ountered at t he s ite. Upon enc ountering any hazardous conditions, Differing Site TransCore will stop work immediately in the affected area and duly notify Customer, and, if required by legal Conditions requirements, all government or quasi -government entities with jurisdiction over the project or site. b. TransCore shall be obligated to resume work at the affected area of the project only after Customer's expert provides it with written certification that (i) the hazardous conditions have been removed or rendered harmless and (ii) all necessary approvals have been obtained from all government and quasi - government entities having jurisdiction over the project or site. TransCore may be entitled to an adjustment in its Agreement price and /or schedule to t he extent TransCore's cost and/ or time o f performance hav a been adv ersely i mpacted by t he presence of hazardous conditions. c. Subject to 768.28, Florida Statutes, Customer shall indemnify, defend, and hold harmless TransCore, TransCore's consultants, subcontractors, any one em ployed di rectiy or i ndirectly f or any of t hem, and t heir officers, directors, employees, and agents, from and agai nst any and al I claims, losses, damages, liabilities, and expenses, including attomeys' fees and expenses, arising out of or resulting from the presence, removal, or remediation of hazardous conditions at the site. 14. Risk of Loss The Customer shall bear all risk of loss for materials and equipment upon delivery to job site of the Customer. 15. Indemnification Subject to 768.28, Florida StatutesCustomer shall defend, indemnify, and hold TransCore harmless from and against any liability, loss, costs, expenses, or damages to the extent caused by Customer's acts or omissions or negligence. 16. Termination Customer or TransCore may at anytime terminate this Agreement for convenience by giving thirty (30) days for written not ice of t ermination. Upon t ermination, T ransCore w ill be pai d t he reasonable v alue f or s ervices Convenience actually performed, bas ad upon proration of t he pay ment schedule s at forth i n this Agreement. Under no circumstances shall TransCore be paid an amount in excess of the maximum amount of the Agreement. 17. Termination a. If TransCore is terminated for default it shall not be liable for special, consequential, or economic damages, for Cause but s trictly r easonable addi tional costs 1 ncurred by t he C ustomer i n c ompleting t he w ork not t o ex ceed t he maximum amount of the Agreement. b. Prior to a termination for default, TransCore shall be given the opportunity to commence cure of any deficiency or default after receipt of written notice to cure. In the event that TransCore fails to complete such cure within such period, or fails to exercise diligent efforts to complete the cure, within sixty (60) days of receipt of written notice, Customer shall have the right to terminate this Agreement for default. 18. Governing Law 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, Customer and TransCore agree that venue shall lie in the 16`" Judicial Circuit, Monroe County, Florida, in t he appr opriate court or be fore t he appr opriate ad ministrative body. T his agr eement 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. 19. Disputes Customer and TransCore agree to first enter into good faith negotiations to resolve any controversy, claim or dispute arising under or relating to this Agreement within a reasonable period of time 20. Taxes The s tated r ates do not i nclude federal, s tate or I ocal taxes bas ad upon or m easured by s ales or us e o f equipment listed in the attached schedule. The Customer agrees to pay any such taxes which are in effect at the time. 21. Mobilization/ Should the resultant Agreement require ramp up for a term of less than twelve (12) months, mobilization and /or Demobilization demobilization costs will be billed to Customer. 22. Insurance TransCore w ill pr ovide t he f ollowing i nsurance c overage, with t he deduc tibles/self- insured r etentions a s indicated: Commercial General Liability: Fire Damage (any one fire): Medical Expenses (any one person): Personal & Advertisement Injury: Products — Completed Operations Aggregate: SELFdNSURED RETENTION: Comprehensive Automobile Liability / DEDUCTIBLE: Workers' Compensation: Employers' Liability / DEDUCTIBLE: Excess Liability (Umbrella): Professional (E & O) Liability / SELF - INSURED RETENTION: Property coverage/Special Causes of Loss/Deductible: $2,000,000; $5,000,000 General Aggregate $100,000 $10,000 $2,000,000 $3,000,000 $200,000 $2,000,000 combined single limit / $100,000 Statutory $ 1,000,000/$1,000,000 /$1,000,000 / $250,000 $50,000,000 aggregate $15,000,000 per claim; $15,000,000 aggregate / $250,000 $300,000,000 loss limit/occur (values /schedule; $1,000,000 loss limit at unnamed locations). $500,000 coverage on valuable Page 3 of 6 T sC RE TransCore, LP Standard Terms, Conditions and Othe Inf $100,000 base property ded./$25,000 ded. for domestic transit b. Customer shall be named as an additional insured with respect to TransCore's liabilities hereunder in Insurance coverages Identified In Commercial General Liability and Comprehensive automobile liability. c. TransCore shall require its subconsultants to be adequately insured at least to the limits prescribed above, and to any Increased limits of TransCore if so required by Customer during the term of this Agreement. Customer will not pay for Increased limits of insurance for subconsultants. TransCore shall provide to Customer certificates of insurance or a copy of all insurance policies Including those naming the Customer as an additional insured. The Customer reserves the right to require a certified copy of such policies upon request. 23. MAINTENANCE OF RECORDS TransCore shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a per iod of five years from the termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. I f an audi for employed by the Customer or Clerk/Comptroller of the 16 Judicial Circuit determines that monies paid to TransCore pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the TransCore, the TransCore shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the Customer. 24. SEVERABILITY 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 terns, covenants, conditions and provisions of this Agreement, shall not be of fected thereby; and each remaining term, covenant, condition and pr ovision of this Agreement shall be valid and s hall be enf orceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and pr ovisions o f this A greement w ould pr event t he ac complishment of t he or iginal i ntent o f t his Agreement. The Customer and T ransCore 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. 25.NONDISCRIMINATION TransCore and C ustomer agree that there will be no intentional discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. TransCore or Customer agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include Page 4 of 6 $10,000,000 Employee Theft/Dishonesty; Forgery or Crime Coverage /Employee Dishonesty Alteration; Theft, Disappearance & Destruction; Robbery/Safe Burglary (both inside and outside the premises); Money Orders and Counterfeit Currency; Credit Card Forgery a. The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that Is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. All required coverage with the exception of professional liability shall contain an endorsement providing advanced written notice to the Customer prior to any cancellation of said coverage. Said coverage shall be written by an Insurer acceptable to the Customer and shall be in a form acceptable to the Customer. b. Customer shall be named as an additional insured with respect to TransCore's liabilities hereunder in Insurance coverages Identified In Commercial General Liability and Comprehensive automobile liability. c. TransCore shall require its subconsultants to be adequately insured at least to the limits prescribed above, and to any Increased limits of TransCore if so required by Customer during the term of this Agreement. Customer will not pay for Increased limits of insurance for subconsultants. TransCore shall provide to Customer certificates of insurance or a copy of all insurance policies Including those naming the Customer as an additional insured. The Customer reserves the right to require a certified copy of such policies upon request. 23. MAINTENANCE OF RECORDS TransCore shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a per iod of five years from the termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. I f an audi for employed by the Customer or Clerk/Comptroller of the 16 Judicial Circuit determines that monies paid to TransCore pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the TransCore, the TransCore shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the Customer. 24. SEVERABILITY 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 terns, covenants, conditions and provisions of this Agreement, shall not be of fected thereby; and each remaining term, covenant, condition and pr ovision of this Agreement shall be valid and s hall be enf orceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and pr ovisions o f this A greement w ould pr event t he ac complishment of t he or iginal i ntent o f t his Agreement. The Customer and T ransCore 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. 25.NONDISCRIMINATION TransCore and C ustomer agree that there will be no intentional discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. TransCore or Customer agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include Page 4 of 6 T &CORE TransCore, LP Standard Terms, Conditions and Other Information but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685 - 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on t he basis of handicaps; 4) The Age D iscrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of all cohol and dr ug abus a pat ient records; 8) Title V III o f t he C ivil R ights A ct of 1968 (42 U SC s. at seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 N ote), as may be a mended from time to time, relating to nondiscrimination on t he basis of disability; 10) M onroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 26. PUBLIC ACCESS. The TransCore and Customer 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 the TransCore and C ustomer in connection with this Agreement; and t he Customer shall have the right to unilaterally cancel this Agreement upon violation of this provision by TransCore. Public Records Compliance. TransCore /Contractor must comply with F lorida publ is records I aws, i ncluding but not I imited to Chapter 119, F lorida S tatutes and S action 24 of ar tide I of t he C onstitution of F lorida. T he C ustomer /County and TransCore /Contractor shall allow and per mit reasonable access to, and i nspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by t he C ustomer /County and TransCore /Contractor in conjunction with t his contract and r elated to contract performance. T he C ustomer /County s hall hav e t he r ight t o uni laterally c ancel t his contract upon violation of this provision by TransCore /Contractor. Failure of TransCore /Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and t he Customer /County may enforce the terms of this provision i n the form of a c ourt proceeding and s hall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. TransCore /Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, TransCore /Contractor is required to: (1) Keep and maintain public records that would be required by the Customer /County to perform the service. (2) Upon receipt from the Customer /County's custodian of records, provide the Customer /County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. TransCore shall not be required to provide copies of any documents it claims to contain confidential trade secrets, or patented intellectual property and asserts all protections to such information as provided under Chapter 812.081 (1)(c),Florida Statutes and Chapter 119.071(1)(f) Florida Statutes. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if TransCore /contractor does not transfer the records to the County. (4) Upon c ompletion of the contract, t ransfer, a t no cost, t o t he C ustomer/County al I public r ecords i n po ssession of TransCore /Contractor or keep and maintain public records that would be r equired by the Customer /County to perform the service. If TransCore /Contractor transfers all public records to the Customer /County upon c ompletion of the contract, TransCore /Contractor shall destroy any dupl icate publ is r ecords t hat ar a ex empt or c onfidential and ex empt from publ is r ecords di sclosure requirements. If TransCore /Contractor k eeps and m aintains publ is r ecords upon c ompletion of t he c ontract, T ransCore /Contractor shall meet a 11 applicable requirements for retaining public records. All records stored electronically must be pr ovided to the Customer/County, upon request from the Customers /County's custodian of records, in a format that is compatible with the information technology systems of the Customer /County. (5) A request to inspect or copy public records relating to a Customer /County contract must be made directly to the Customer /County, but if the Customer /County does not possess the requested records, the Customer /County shall immediately notify TransCore/Contractor of t he request, and T ransCore /Contractor must provide t he records t o t he C ustomer /County or al low t he records t o be i nspected or copied within a reasonable time. If TransCore/Contractor does not comply with the Customer /County's request for records, the Customer /County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the Customer /County's option and right to unilaterally cancel this contract upon violation of this provision by TransCore /Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section'! 19.10, Florida Statutes. TransCore/Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. Page 5 of 6 TRIVVSCARE. TransCore, IP Standard Terms, Conditions and Other Information I_F THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305 - 292 -3470 BRADLEY - BRIAN(a�MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040, 27. NON4VAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the TransCore and the Customer 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 Customer be required to contain any provision for waiver. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized on the day and year first above written. BOARD OF COUNTY COMMISSIONERS K, Clerk OF MONROE COUNTY, FLORIDA By: V Deputy By. s Mayor /Chairman Dater /S zoi7 or (Seal) Attest; Title: Nxw'u� " s C O •• CORPON • • ' -O r SEA TransCore, LIP �'' T-1 By: ~ � � Title: /�ns�l� -f - I cn =7.) MONROE COUNTY ATTORNEY APPROVED AS TO FORM: CHRISTINE M I IMBERT-BA RROWS ASSIST IJY ATTORNEY Date �— Page 6 of 6 ATTACHMENT A COST PROPOSAL "TRAIRE Proposal[Based on Florida Turnpike Enterprise's(FTE)TSS Contract] Date: 1/30/2017 For:Monroe County: Card Sound Road-SunPass Conversion -Turnkey Solution(Design,Furnish&Install)for Tolling Zone with SunPass-Compatibility From: Jim Wilson Office 407-382-1301 Proposal Description Included in this Turnkey Solution: -Provide and install all Lane devices and hardware -Provide all conduits,wiring,and loops for toll system -Provide a CPC/Plaza combination system -Installation,configuration,testing and turn-on of the above -Florida's Turnpike Enterprise performance specifications -Interface development to SunPass back office -Uninterruptable Power Supply(UPS)and portable generator -Lane commissioning Not included: -WAN networking equipment -Qualification testing -Health monitoring -Oversight or testing of backup process -Application of patches or updates(i.e.no system maintenance) -Development work to meet performance specifications outside of FTE TSS standards -System Maintenance[Under Separate Proposal] ETC Lanes(F&I) Units Unit Price Price Pay Item 8-DED(Dedicated)ETC Lane 2 $98,274.00 $196,548.00 Pay Item 91-CPC Host 1 $258,284.00 $258,284.00 Pay Item 37-20 KVA UPS Installed&portable generator 1 $28,716.00 $28,716.00 E6 Readers(AVI-Automated Vehicle Identification) 2 $10,250.00 $20,500.00 Universal Toll Antennas(UTA)(AVI subsystem) 2 $900.00 $1,800.00 Sub-Total(Lump Sum] $505,848.00 Owner-Controlled Contingency Allocation(25%) $126,462.00 Total ETC F&I(Not-to-Exceed) $632,310.00 Program Plan#1 Hours Hourly Rate Price Annual Pass Program similar to Bob Sikes Bridge(Customer Account Mgmt System(CAMS)or Bay Harbor Islands(BHI)("Custom Application) Estimate does not include customer account database or management of Pass Plans. 'BHl approach-like;Card Sound Road must use equivalent pass plan management interface as Pay Item#19:Software Development Engineer 184 $203.00 $37,352.00 Configure UFM generation interface for Card Sound Toll Authority Configure TVL file generation Update member list API and associated DB objects for Test UFM,TVL and Member list code for FTE Documentation and Meetings Sub-Total T&M=Time Hourly Rate &Materials(@ 2596 $37,352.00 Program Plan#2 MDX Dividend Program-like Estimate does not include FTE's involvement in the rebate processing. Pay Item#19:Software Development Engineer 614 $203.00 $124,642.00 Setup TMC environment for dividend-like program Setup CBTDP database objects and tables Update CBTDP codebase to work with UFM table structure(reports and procedures) Update interface documentation Meetings and scope refinement Add file exchange with FTE for rebates(currently using check): Define ICD with FTE Develop and unit test ICD for rebate exchange Integration and Go-Live Sub-Total(T&M.) $124,642.00 Customer Pass Programs(1&2)Sub-Total(T&M) $161,994.00 Owner-Controlled Materials Allocation(25%) $40,498.50 Total Program Options(Not-to-Exceed) $202,492.50 Total Proposal:ETC&Program Plans(Not-to-Exceed): $834,802.50 1 zos?a ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD 2/21/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Candance Coleman Commercial Lines - (404) 923 -3700 PHONE 404 - 923 -3590 FAX A1 No Ext : A/C No): Wells Fargo Insurance Services USA, Inc. E-MAIL o.com Candance.Coleman wellsfar ADDRESS: Candance.Coleman@wellsfa Piedmont Road NE, Suite 8OO INSURER(S) AFFORDING COVERAGE NAIC# Atlanta, GA 30305 -2886 INSURERA: National Union Fire Ins. Co. of Pittsburgh, PA 19445 INSURED INSURER B: Greenwich Insurance Company 22322 Roper Technologies, Inc; A Parent Company INSURERC: Commerce & Industry Insurance Company 19410 9440 Carroll r C LP INSURER D: XL Insurance America, Inc. 24554 9440 ll Park Dr., Ste 150 INSURER E: XL Specialty Insurance Company 37885 San Diego, CA 92121 INSURER F: See Below for Company Information COVFRAGFS CFRTIPIRATF All iunr -R• 1147AASA ur 1-- C. r.,.1,.... THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDD /YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR 1929789 04/01/2016 04/01/2017 EACHOCCURRENCE S 2,000,000 DAMAGE TO RENTED 1,000,000 PREMISES Ea occurrence S X MED EXP (Any one person) S 10,000 Contract L iability PERSONAL & ADV INJURY S 2,000,000 AGGREGATE LIMIT APPLIES PER PRO POLICY � ECT � LOC GENERAL AGGREGATE S 5,000,000 GEN'L PRODUCTS - COMP /OP AGG S 3,000,000 S 1 � OTHER: B AUTOMOBILE LIABILITY RAD9437765 04/01/2016 04/01/2017 TMBINEDSINGLELIMIT accident $ 2,000,000 Ea X AUTO BODILY INJURY (Per person) S J ANY OWNED SCHEDULED AUTOS ONLY AUTOS ( BODILY INJURY Per accident ) 5 X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTYDAMAGE Per accident S x $25,000 Co. X $25,000 Coll $ C X UMBRELLALIAB X OCCUR 19086871 04/01/2016 04/01/2017 EACHOCCURRENCE S 50,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE S 50,000,000 DEO I X I RETENTION $ $25,000 S D E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR /PARTNER /EXECUTIVE OFFICER/MEMBEREXCLUDED? C N / A RWD3001097 (AOS ) RWR3001098 WI ( ) 04/01/2016 04/01/2016 04/01/2017 04/01/2017 PER OTH X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE S 1,000,000 (Mandatory in NH) If yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S 1,000,000 F Crime - Employee Dis /Fid Bond (Zurich American Ins. CO. NAIC # 16535) FID 2874652 16 0410112016 04/01/2017 $1o,000,000 Crime - Empl Dis - Client Prop Included DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Card Sound Road SunPass Conversion. Monroe County is included as an additional insured under the General and Auto Liability with respect to liability arising the named insured's operations, if required by written contract, subject to policy terms, conditions, and exclusions. Umbrella follows form as it relates to additional insureds. The above GL and AL coverage is primary and non - contributory where required by rct to policy terms, conditions, and exclusions. APP V DA WAIVER VI: Monroe County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Judith S. Clarke, P.E. Director of Engineering Services THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West, FL 33040 AUTHORIZED REPRESENTATIVE 9e -4a, I ne AUUKLI name and logo are registered marks of ACORD ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) (This cerlifi— replaces certificate# 11472323,s ... d - 2/1 712 0 1 7) CID: 20674 SID:11478459 Certificate of Insurance (Con't) OTHER Coverage INSR TYPE OF INSURANCE ADDL WVD POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LTR INSR SUBR (MM /DD/YY) (MM /DD/YY) LIMIT Professional Liability (E &O) AIG Specialty Ins. Co. 024098733 11/01/2015 (NAIC #26883) 04/01/2017 $10,000,000 Claims -made 20674 `� EVIDENCE OF PROPERTY INSURANCE I DA 2/21/2 DD 1 ) THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, A THE ADDITIONAL INTERES AGENCY PHONE _ _404- 923 -3549 COMPANY Commercial Lines - (404) 923 -3700 Allianz Global Risks US Insurance Co. Wells Fargo Insurance Services USA, Inc. 3475 Piedmont Road NE, Suite 800 2350 Empire Avenue Atlanta, GA 30305 -2886 FAX 877- 362 -9069 E -MAIL gritt A.Smith Burbank, CA 91504 C No: ADDRESS: an y' @ wellsfar g o.com COD E: I SUB CODE: INSURED Roper Technologies, Inc; A Parent Company TransCore, LP 150 4th Avenue North, Suite 1200 Nashville, TN 37219 35300 LOAN NUMBER EFFECTIVE DATE EXPIRATION DATE I CONTINUED UNTIL 04/01/2016 04 /0 1 /201 7 TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: POLICY NUMBER CLP3016583 LOCATIOWDESCRIPTION Blanket Coverage THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION .OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ,.vvcrcwaor IrvrvrcmAI Iuly COVERAGE I PERILS I FORMS AMOUNT OF INSURANCE DEDUCTIBLE Business Income & Extra Expense Blanket Building & Business Personal Property Included $300,000,000 Included $100,000 Proof of Coverage t APP V *N/ES — EM DA WAIVE SHO ULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLI PR AnniTIANOI INTFDFAT NAME AND ADDRESS Monroe County Attn: Judith S. Clarke, P.E. Director of Engineering Services MORTGAGEE LOSS PAYEE ADDITIONAL INSURED LOAN a 1100 Simonton Street AUTHORIZED REPRESENTATIVE _ n Key West, FL 33040 1017922 ����� �� i ne t%L unu name and ago are registered marks of ACORD v T av - LVUV AGUKU W11FoRATION. All rights reserved.