05/17/2017 Locally Funded AgreementKevin Madok, CPA
.... Clerk of the Circuit Court & Comptroller — Monroe County, Florida
MEMORANDUM
DATE: May 2, 2017
TO: Breanne Erickson
Engineering Services
FROM: Pamela G. Hanco *C.
SUBJECT- April 12th BOCC Meeting
Enclosed are the following documents for your handling:
C3 Locally Funded Agreement between Monroe County and the State of Florida
Department of Transportation to perform work necessary for the Florida Turnpike Enterprise
to prepare to process transponder and toll- by -plate transactions, at the Card Sound Toll.
The cost is a lump sum amount of $355,000.00, which will be deposited in an escrow account.
Three duplicate originals.
C4 Three Party Escrow Agreement between Monroe County, Florida Department of
Transportation (FDOT) and the State of Florida Department of Financial Services, Division
of Treasury (escrow agent) to establish an escrow account for the $355,000.00 fee payable
to FDOT under the Locally Funded Agreement between the County and FDOT for services
to prepare for conversion of the Card Sound Toll to all electronic tolling. Three duplicate
originals.
C5 Agreement between Monroe County and Florida Department of Transportation (FDOT)
for Sunpass and Toll -By -Plate Electronic Toll Collection by FDOT at the Card Sound Toll
Facility. The cost for the service will be eight cents per toll transaction plus an estimated credit
card fee of 2.25 %, which will be deducted from weekly toll revenue wire transfers. Three
duplicate originals.
C25 Update to Exhibit A for Traffic Signal Maintenance & Compensation Agreement
#ARU48 with the Florida Department of Transportation to reflect the compensation amount for
7/1/2017 - 6/30/2018 contract year. Four duplicate originals.
Please be sure to return a fully executed duplicate original, of each of the above -
mentioned, for the record (I will provide Finance with a copy once received). Should you have
any questions, please feel free to contact me at ext. 3130. 'hhank you.
cc: County Attorney w/o documents
Finance ✓
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overse h
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as ig way 88820 Overseas Highway 50 High Point Road
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 Plantation Key, Florida 33070
305- 294 -4641 305- 289 - 6027 305- 852 -7145 305- 852 -7145
3W
LOCALLY FUNDED AGREEMENT
BETWEEN
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION
AND
MONROE COUNTY, FLORIDA
THIS LOCALLY FUNDED AGREEMENT BETWEEN STATE OF FLORIDA
DEPARTMENT OF TRANSPORTATION AND MONROE COUNTY, FLORIDA
( "Agreement "), is made and entered into by and between Monroe County, Florida, a
political subdivision of the State of Florida, whose business address is located in Monroe
County at 1100 Simonton Street, Key West, Florida 33040 (hereinafter referred to as the
"COUNTY') and the State of Florida, Department of Transportation, Florida's Turnpike
Enterprise, an executive agency of the State of Florida (hereinafter referred to as the
"DEPARTMENT ").
WITNESSETH:
WHEREAS, DEPARTMENT has legislative authority to enter into this Agreement
pursuant to Sections 334.044 and 338.2216, Florida Statutes;
WHEREAS, the COUNTY has requested that the DEPARTMENT initiate a toll
project to process all of the COUNTY's Sunpass® and interoperable transponder based
transactions at its Card Sound Toll Facility ( "Toll Facility "), perform video billing for the
COUNTY's video transactions, remit tolls collected to the COUNTY, provide status
information on all transactions transmitted by the COUNTY and received by the
DEPARTMENT, and return to the COUNTY all transactions which the DEPARTMENT is
not able to collect so the COUNTY can pursue toll collection through its own
enforcement efforts, including the write off of uncollectable transactions;
WHEREAS, the COUNTY has agreed to compensate the DEPARTMENT for all
direct and indirect project costs and expenses the DEPARTMENT incurs in conducting
preliminary studies; acquiring and installing hardware; developing, and installing and
testing software and the protocols necessary for the transmission of data required to
implement this Agreement;
WHEREAS, the studies, acquisition, design, installation, and testing of the
designed improvements is hereinafter collectively referred to as the ( "PROJECT "), the
individual elements of which are more particularly described in the attached Exhibit "A"
titled FTE -Scope of Services and Exhibit "B" titled "Monroe County Scope of Services,
which are incorporated herein by reference;
WHEREAS, the DEPARTMENT hereby finds, determines, and declares that it is
necessary that the COUNTY advance to the DEPARTMENT sufficient funds to pay for
the direct and indirect costs of the PROJECT; and
WHEREAS, the COUNTY and the DEPARTMENT have determined to enter into
this Agreement in order to facilitate the completion of the PROJECT described herein.
NOW, THEREFORE, based on the premises above, and in consideration of the
mutual covenants contained herein, the parties hereby agree that the Agreement shall
proceed in accordance with the following terms and conditions:
Recitals
1. The recitals set forth above are specifically incorporated herein by reference
and made a part of this Agreement.
General Reauirements
2. DEPARTMENT shall perform all services reasonably necessary to implement
the PROJECT, as specified in Exhibit "K. DEPARTMENT shall consult with and receive
the input of COUNTY in connection with the scope of the PROJECT. DEPARTMENT
shall, not less than monthly, report to COUNTY on the status of the PROJECT. Nothing
shall be construed as requiring DEPARTMENT to perform any activity or service which
is outside the scope of the PROJECT as defined herein. DEPARTMENT's activities
shall be performed by such entities, at such times, in such manner, under such
conditions, and pursuant to such standards as DEPARTMENT, in its sole discretion,
deems appropriate. COUNTY shall not have any jurisdiction or control over
DEPARTMENT's activities, except as specifically provided in this Agreement. All
design, installation, testing, and any other services, opinions, reviews, or comments
provided by DEPARTMENT in connection with the PROJECT are provided "AS IS,
WHERE IS" with no implied or express warranty of any nature, including, but not limited
to any implied warranty of merchantability, noninfringement or fitness for a particular
purpose. DEPARTMENT shall have no liability in connection with any errors or defects
in any service or deliverable on account of any claim (whether based upon principles of
contract, warranty, or otherwise) for any special consequential, incidental, or exemplary
damages, including but not limited to revenue or lost profits, and COUNTY expressly
and irrevocable waives any and all claims against DEPARTMENT with respect to any
service, installation, deliverable, comment, or advice received hereunder. Upon
DEPARTMENT completion of the services as specified in Exhibit "A ", COUNTY shall be
solely responsible for any and all required maintenance.
3. COUNTY shall perform all services necessary to implement the PROJECT,
as specified in Exhibit "B ".
4. COUNTY will provide funding to the DEPARTMENT, as one lump sum
payment, the aggregate amount of Three Hundred Fifty Five Thousand Dollars and
00/100 ($355,000.00) for the PROJECT, subject further to the financial provisions in
paragraphs 7 through 10 of this Agreement and as outlined in the Three Party Escrow
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Agreement ( "EA "), which must be executed concurrently with this Agreement and is
herein incorporated by reference.
5. Upon the receipt, authorization and encumbrance of funding received from
COUNTY as a result of this Agreement, DEPARTMENT will commence work on the
PROJECT. No PROJECT work will commence until the DEPARTMENT receives
funding from the COUNTY.
6. Except as otherwise set forth herein, this Agreement shall continue in effect
and be binding on both the COUNTY and the DEPARTMENT.
Financial Provisions
7. The COUNTY agrees that it will, no later than thirty (30) calendar days
after the DEPARTMENT's execution of this Agreement, furnish to the DEPARTMENT
an advance deposit in the amount of Three Hundred Fifty Five Thousand Dollars and
00/100 ($355,000.00) for payment of the PROJECT as reflected in Exhibit "A ". The
DEPARTMENT shall utilize this deposit for payment of the costs of the PROJECT.
The payment of funds under this Locally Funded Agreement will be made directly to the
DEPARTMENT for deposit and as provided in the EA between COUNTY,
DEPARTMENT and the State of Florida, Department of Financial Services, Division of
Treasury. Note: funds can be wired to the DEPARTMENT using the account codes
below.
Wells Fargo Bank, N.A.
Account # 4834783896
ABA # 121000248
Chief Financial Officer of Florida
Re: DOT — K 11 -78, Financial Project #441064- 1 -93 -01
8. If the actual cost of the PROJECT is less than the COUNTY funds provided
plus any interest earned on such funds, the excess funds will be refunded to the
COUNTY upon request in writing. If the actual cost of the PROJECT is more than the
initial lump sum deposit plus any interest earned on such funds, the COUNTY shall
participate in the cost increase. Should project modifications occur that increase the
COUNTY's share of the PROJECT costs, the COUNTY will be notified by the
DEPARTMENT of the increase and the DEPARTMENT shall provide cost increase
verification for the COUNTY's review. The COUNTY agrees to provide, in a reasonable
time, in advance of the additional work being performed, adequate funds to ensure that
cash on deposit with the DEPARTMENT is sufficient to fully fund the PROJECT. The
DEPARTMENT shall notify the COUNTY as soon as it becomes apparent the actual
costs will overrun the deposit. However, failure of the DEPARTMENT to so notify the
COUNTY shall not relieve the COUNTY from its obligation to pay for the full cost
incurred by the DEPARTMENT for the PROJECT and on final accounting as provided
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herein below. Funds due from the COUNTY not paid within forty (40) calendar days
from the date of the DEPARTMENT's invoice are subject to an interest charge at a rate
established pursuant to Section 55.03, Florida Statutes (F.S.). The DEPARTMENT
intends to have its final and complete accounting of all costs incurred in connection with
the work performed hereunder within one hundred and eighty days (180) of final
payment to the vendor. The Department considers the PROJECT complete when the
final payment has been made to the vendor, not when the PROJECT work is complete.
All cost records and accounts shall be subject to audit by a representative of the
COUNTY for a period of three (3) years after final close out of the PROJECT. The
COUNTY will be notified of the final cost. Both parties agree that in the event the final
accounting of total PROJECT costs pursuant to the terms of this agreement is less than
the total deposits to date, a refund of the excess will be made by the DEPARTMENT to
the COUNTY. If the final accounting is not performed within one hundred and eighty
(180) days, the COUNTY is not relieved from its obligation to pay.
9. Any amendments to this Agreement that change the financial provisions must
be pre- approved by the DEPARTMENT's Comptroller or designee.
10. Nothing in this Agreement shall be construed to violate the provisions of
Section 339.135(6)(a), Florida Statutes, which provides as follows:
"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 of the Department which are for an amount in
excess of TWENTY FIVE THOUSAND DOLLARS ($25,000.00)
and which have a term for a period of more than one year."
Miscellaneous
11. Nothing in this Agreement shall be deemed or otherwise interpreted as
waiving the parties' respective sovereign immunity protections, or as increasing the
limits of liability as set forth in Section 768.28, Florida Statutes.
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12.All formal notices, proposed changes and determinations between the parties
hereto and those required by this Agreement, including, but not limited to, changes to
the notification addresses set forth below, shall be in writing and shall be sufficient if
mailed by certified United States mail, postage prepaid, to the parties at the contact
information listed below:
CONTACT INFORMATION
COUNTY:
Monroe County Manager
Monroe County
1100 Simonton Street
Key West, Florida 33040
With Copy to:
Robert B. Shillinger
Monroe County Attorney
Monroe County
P.O. Box 1026
Key West, Florida 33041
TO DEPARTMENT:
Executive Director
Florida's Turnpike Enterprise
Turnpike Headquarters -Bldg. 5315
P.O. Box 613069
Ocoee, FL 34761 -3069
With Copy to:
Turnpike Chief Counsel
Turnpike Headquarters -Bldg. 5315
P.O. Box 613069
Ocoee, FL 34761 -3069
13. This Agreement shall be governed by the laws of the State of Florida in terms
of interpretation and performance. Venue for any and all actions arising out of or in any
way related to the interpretation, validity, performance or breach of this Agreement shall
lie exclusively in the Circuit Court in and for Leon County, Florida.
14. Neither party may assign, pledge, or transfer any of the rights, duties and
5
obligations provided in this Agreement without the prior written consent of the other
party. Nothing herein shall prevent the DEPARTMENT or COUNTY from delegating
their duties hereunder, but such delegation shall not release the DEPARTMENT or
COUNTY from their obligation to perform this Agreement.
15. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Nothing in this Agreement is
intended to confer any rights, privileges, benefits, obligations or remedies upon any
other person or entity except as expressly provided for herein.
16. This instrument, together with the attached exhibits and documents made part
hereof by reference, contain the entire agreement of the parties and no representations
or promises have been made except those that are specifically set out in this
Agreement. All prior and contemporaneous conversations, negotiations, possible and
alleged agreements and representations, covenants, and warranties with respect to the
subject matter of this Agreement, and any part hereof, are waived, merged herein and
superseded hereby.
17. By their signatures below, the parties hereby acknowledge the receipt,
adequacy, and sufficiency of consideration provided in this Agreement and forever
waive the right to object to or otherwise challenge the same.
18. The failure of either party to insist on one or more occasions on the strict
performance or compliance with any term or provision of this Agreement shall not be
deemed a waiver or relinquished in the future of the enforcement thereof, and it shall
continue in full force and effect unless waived or relinquished in writing by the party
seeking to enforce the same.
19. No term or provision of this Agreement shall be interpreted for or against any
party because that party or that party's legal representative drafted the provision.
20. If any section, paragraph, clause or provision of this Agreement is adjudged
by a court, agency or authority of competent jurisdiction to be invalid, illegal or otherwise
unenforceable, all remaining parts of this Agreement shall remain in full force and effect
and the parties shall be bound thereby so long as principle purposes of this Agreement
remain enforceable.
21.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.
22. This Agreement shall become effective when all parties have signed it. The
date this Agreement is signed by the last party to sign it (as indicated by the date stated
under that party's signature) shall be deemed the effective date of this Agreement.
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IN WITNESS WHEREOF, COUNTY and the DEPARTMENT have executed this
Agreement for the purposes herein expressed on the dates indicated below.
COUNTY OF MONROE, FLORIDA
t&
K,, Clerk BY: r oard
'tt/ BY:
Deputy Clerk
M0NR0E C I„! ?v i Y 9TTORNEY
A V it I') ; ; TO FO
Legal Review - , .�aQOtlt rAft
CHRISTINE M. d_I[d ?tB. ERT- BARRIOW
ASSISTANT COUNTY ATTORNEY
BY:
Legal Counsel
George Neugent, Mayor
Commisisioners
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BY: t [Seal]
Execp & Chief Exec Ave Officer, Florida's Turnpike Enterprise
ATTEST: - l f ' 410 114 2 �� -. , [Sea1]S�$ //�
Ex cutive Secretary
Legal Review:
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EXHIBIT A
FTE SCOPE OF SERVICES
1. Purpose & Objective
The purpose of this document is to describe the scope of work necessary for the Florida
Turnpike Enterprise (FTE) to process transponder -based (hereafter known as SunPass)
and Toll -By -Plate All-Electronic-Toll (AET) Collection and toll violations for the County of
Monroe (the County). This Scope of Work (SOW) document defines the level of effort,
work activities, cost and timeframe associated with FTE's SOW on the project known as
the Card Sound Road Toll Facility.
2. Project Scope of Work
The following tasks shall be completed by FTE:
1. Project Management:
This task includes:
• Project schedule development support for FTE project activities and
ongoing schedule management
• FTE Internal Project schedule development and management
• Development and management of the FTE filing system for project
documentation
• Coordination and implementation with the County of Monroe of project
management meetings and technical meetings
• Coordination and management of requirements, design, application
development, testing and implementation strategy activities
• Coordination with the County on agreements for scope, schedule and
budgetary revisions
• Status Reporting
Deliverables:
• FTE updates to the Project Schedule
• Change order documentation as needed
• Project meeting minutes, or for those meetings agreed to be documented by the
County of Monroe, meeting minute comments
• Project Status Reports
2. Requirements and System Design:
This task includes creation of the Project Charter document and Use Cases (i.e. the
list of steps to achieve a function of the system) as well as review of System
Requirements Definition, Interface Control Documents, Construction Plans reviews,
and Signage Plan reviews with the County of Monroe:
• Project Scope
• Uniform Financial Message (UFM) Toll Transaction Requirements
8
• Amendment Requirements
• Financial Event Requirements
• Web Requirements( and TollByPlate.com
• Interface Requirements (Card Sound Road Toll Facility pass holder list)
• Customer Service Support Requirements
• Reporting Requirements
• Construction drawings reviews
• Signage plans reviews
Deliverables:
• Project Charter
• Use Case and Requirements documentation
• Reports requirements documentation
• Review comments
3. Application & Reports Development:
This task includes the development of the applications based on the requirements
defined in the prior task. Application development to facilitate transaction
processing for the County of Monroe includes:
• Card Sound Road Toll Facility Holder List processing
• UFM /Amendment processing modifications
• Video Toll /Violation Processing modifications
• FTE Customer Service Representative screen modifications
• Website screen modifications
• Exception Handling modifications
• Financial Event handling
• Report creation / modifications
Deliverables:
• The primary product of this task is the application development or existing
applications enhancements to accommodate the requirements identified in
the prior task. Sample reports will be provided to the County of Monroe
for review and mutual agreement of content and format.
4. System Communications and Network Testing:
This task involves the coordination with the County of Monroe staff on the
communications methods and media for the transmittal of the County's
transactions and images for the County's processes, and the reciprocal
transmission of FTE transaction processing information to the County of Monroe.
The task includes the following activities:
• Coordination with the County to define real -time and batch connectivity
requirements
• Coordination with the County to define communications backup
requirements
• Identification of FTE Interface requirements
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• Configuration of FTE Firewalls
• Connectivity testing
Deliverables:
• FTE Network Connectivity Diagram
FTE Communications Interface Requirements
• FTE Firewall Requirements
• Connectivity testing results
S. System Testing
This task includes the testing of applications and reports, designed and developed
in prior tasks, and includes coordination with the County of Monroe for the testing.
The task includes the following activities:
• Development of Test Plan
• Development of Test Cases
• Setup of the FTE Test Environment
• Conducting of tests
The following tests will be conducted:
• Reports Testing
• Integration Testing
• Regression Testing
• Performance Testing
Deliverables:
• Test Plan
• Test reports will be provided to the County of Monroe as per the Test Plan
• Fully tested back - office system capable of processing Monroe County transactions
through their entire life -cycle
6. Training
This task is associated with FTE training of Customer Service Representatives to
support the new processes associated with the County of Monroe Toll Processing.
Deliverables:
• Training documentation developed for training of new system functionality
7. Implementation/ Marketing Coordination
This task includes the coordination activities with the County of Monroe required
for the transitioning of Card Sound Road Toll Facility's toll processing to FTE.
These activities include:
• Overall Implementation Plan review
W]
• Development of back office implementation plan component
• Public information coordination:
• Public messaging strategy review
• Public messaging reviews
• Public messaging release strategy
• Marketing coordination:
• Marketing strategy review
• Marketing resource planning
• Special event participation
• SunPass sales support
The Implementation Plan deliverable is a detailed cut -over schedule for the go-
live touch points between FTE and The County.
Deliverables:
• Implementation Plan
• Review comments
8. Post - implementation Monitoring
This task includes a post - implementation monitoring of the County of Monroe Toll
Processing to ensure that there are no issues with the processing of the Card
Sound Road Toll Facility. This task includes daily reviews of transaction processing
and reporting following the go -live for four weeks, and coordination with the
County on the resolution of any issues or anomalies identified in the daily reviews.
Deliverables:
• A weekly summary of issues shall be provided to the County of Monroe
during the post - implementation monitoring. (Any issues or anomalies with
transaction processing will be brought to the County's attention as soon as
they are identified and assessed).
• The County of Monroe shall provide a weekly list of issues or anomalies
associated with transaction processing during the Post - Implementation
Assessment Period.
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EXHIBIT B
MONROE COUNTY SCOPE OF SERVICES
The purpose of this document is to describe the scope of work necessary for Monroe
County to establish a roadside electronic toll collection system, integrate it with the
Florida Turnpike Enterprise (FTE), and test the system prior to revenue service.
Monroe County shall perform the following tasks:
• Secure FCC license for the Toll Facility
• Install and configure toll lane equipment at the Card Sound Road Toll Facility
• Install a tolling Central Processing Center (CPC)
• Develop system to manage and administer annual passes
Establish communications link to FTE for transmitting and receiving data. This includes
toll transactions, images, positive list, pass lost, etc. Any additional hardware or
network configuration work required to establish the communications link will be the
sole responsibility of the County
• Deploy FTE approved signage for SunPass and AET
• Perform system testing of the lane toll equipment
• Support end -to -end testing in coordination with FTE
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