05/17/2017 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
AGREEMENT FOR SUNPASS AND TOLL -BY -PLATE
ELECTRONIC TOLL COLLECTION
AT THE CARD SOUND ROAD TOLL FACILITY
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MONROE COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA
AND
FLORIDA DEPARTMENT OF TRANSPORTATION
THIS AGREEMENT FOR ALL ELECTRONIC TOLL COLLECTION ( "Agreement "), is made and
entered into this L day of , 2017, by and between MONROE COUNTY,
a political subdivision of the State of Floridf, whose business address is located in Monroe
County at 1100 Simonton Street, Key West, Florida 33040 ( "County "), and the FLORIDA
DEPARTMENT OF TRANSPORTATION, an executive agency of the State of Florida having a
business address located at Florida's Turnpike Headquarters, Turkey Lake Service Plaza,
Milepost 263, Florida's Turnpike, Building 5315, P.O. Box 613069, Ocoee, Florida 34761
( "Department ").
WITNESSETH:
WHEREAS, the County desires to implement All Electronic Tolling ( "AET ") at its Card Sound
Road Toll Facility ( "Toll Facility ") in order to allow customers to pay tolls electronically;
WHEREAS, the Department has implemented AET on portions of Florida's Turnpike with its
SunPass® and TOLL -BY- PLATE® Systems;
WHEREAS, the County and the Department desire to utilize SunPass® and TOLL -BY- PLATE®
technology in order to implement AET at the Toll Facility ( "Program ");
WHEREAS, section 338.161(5), Florida Statutes (2016), authorizes the Department to enter
into agreements with other entities for use of the Department's electronic toll collection and
video billing systems to collect the entity's tolls imposed in connection with use of the entity's
transportation facilities that become interoperable with the Department's systems;
WHEREAS, the Department has determined that implementation of the AET services to be
provided under this Agreement will add convenience and other value to the Department's
customers;
WHEREAS, the County will cause its Toll Facility to be interoperable with the Department's
SunPass® and TOLL -BY- PLATE® technologies and systems;
WHEREAS, the County desires to utilize the Department to provide AET transaction
processing, image review, invoicing, payment processing, account management, and customer
support services, and to authorize the Department to engage in certain toll enforcement on
behalf of the County;
WHEREAS, the County desires to administer on its own an annual pass discount program
( "Annual Pass ") and a frequent user rebate program ( "Rebate Program ");
WHEREAS, the County desires to assign and delegate to the Department the County's
authority to collect and enforce Toll Facility tolls; and
WHEREAS, the purpose of this Agreement is to provide detailed roles, responsibilities,
business rules, specifications, and other terms and provisions as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties mutually agree as follows:
Recitals. The above recitals are true and correct and form a material part of this
Agreement.
2. Effective Date; Go -Live Date.
a. The "Effective Date" shall be the date this Agreement is entered into by and
between the County and the Department as set forth in the first paragraph of this
Agreement.
b. The "Go -Live Date" is the date subsequent to the Effective Date mutually agreed
upon in writing by the parties when processing of "AET transactions" (which term
shall include SunPass® transponder -based transactions and TOLL -BY- PLATE®
license plate image -based transactions) shall begin at the Toll Facility, but in any
event, no later than the date the first AET transaction for the Toll Facility is
processed by the Department.
3. Roles and Responsibilities of the County.
a. The County will be responsible for submitting and receiving tolling and toll
transaction data in real time with the Department as specified in the Department's
Florida's Turnpike Enterprise ( "FTE ") Infinity Integration Interface Control Document
(the "System Interface "), and by this reference made a part of this Agreement,
including any amendments or subsequent versions the Department may make to
the System Interface from time to time.
b. It is the responsibility of the County to separately contract, at its sole expense, for all
design, purchase, installation, operation, tuning, elimination of frequency
interference, maintenance, and replacement as needed for Department- compatible
roadside, lane and / or plaza tolling equipment, software, and communications
having sufficient bandwidth to properly operate the System Interface at the Toll
Facility and to transmit to the Department toll transaction data as uniform financial
messages ( "UFM ") as specified by the Department. The County's responsibilities
under this subparagraph shall continue for as long as this Agreement remains in
effect.
c. The County shall be solely responsible for the accuracy of all data transmitted to the
Department, including but not limited to: vehicle license plate information and
images, transponder information, vehicle axle counts, equipment status, and toll
rate information.
d. The County shall be solely responsible for all costs associated with upgrades or
replacement of its communications infrastructure and sufficient bandwidth required
to transmit toll transaction data to the Department at all times.
e. The County shall receive payment for toll transaction data received by the
Department only after payment is received by the Department for same; unpaid tolls
are not the liability of the Department. Any adjustments made to toll transaction
data to resolve customer disputes shall be solely within the discretion of the
Department. Any adjustments resulting in the reversal or decrease of previously
charged or paid tolls will be reflected in the net payments made to the County.
The County shall not receive any payment or credit for any administrative or
collection fees or civil fines assessed or received by the Department in its efforts to
collect Toll Facility toll revenue.
g. The County shall be solely responsible for providing and paying for any legal
services the County desires to use in connection with any matter that may arise
during the Term, including, but not limited to, legal representation during traffic court
proceedings. The Department will not be required to provide any legal support or
representation regarding the toll collection or enforcement services Department
provides to or on behalf of the County pursuant to the terms of this Agreement.
h. The County shall be solely responsible for all costs associated with modifying or
adding County signage for the Program.
L The County shall be responsible for paying "Credit Card Fees" calculated as
described in Paragraph 5.a. of this Agreement.
j. The County shall be responsible for payment of all "Department Transaction Fees"
for Toll Facility transactions as described in Paragraph 5.b. of this Agreement.
k. The County shall, at its sole expense, properly train or cause to be trained its
personnel in the proper administration and education of the Program procedures
and timely reporting of any and all problems therewith.
Prior to the Go -Live Date, and as required by the Department thereafter, the County
shall allow Department representatives to test the County's revenue collection
system and System Interface to confirm the systems are properly operating and
conform to the Department's standards as set forth in the Department's System
Interface. At a minimum, testing may confirm the County's systems' ability to:
i. Properly read and transmit data to and from transponders;
ii. Provide accurate vehicle axle and toll rate information;
iii. Create, store, and transmit vehicle license plate information and associated
images; and
iv. Create and transmit toll transaction data in a correct Department - compatible
format.
The Department's testing of the County's systems is merely to evaluate such
systems' readiness for the Go -Live Date, and shall not transfer to the Department
any of the County's responsibilities identified in subparagraph 3.b. above.
m. The County will be responsible for determining the toll amount to be charged to
customers using its Toll Facility. The County will inform the Department of any
changes in the toll amounts to be charged and the date the rates are to become
effective no less than thirty (30) days before the new toll amounts are to be in effect.
n. Annual Pass — The Card Sound Bridge annual pass provides for unlimited usage of
the toll facility for an annual fee and registration.
i. The County will be solely responsible for administering the Annual Pass
program.
ii. Pass holders will utilize SunPass® transponders and will be required to be
registered with a prepaid balance and maintain their SunPass® account in
good standing. The County will be responsible for communicating these
requirements to its Pass holders.
iii. The customer shall properly mount the SunPass® in customer's vehicle in
order to be eligible for the Annual Pass discount.
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iv. One Annual Pass is allowed per vehicle - One transponder per vehicle
license plate number.
v. Card Sound Bridge annual pass requires enrollment and pre - purchase by the
customer.
vi. The Annual Pass is available to two -axle vehicles only (no trailers).
vii. Monroe County shall administer the Annual Pass program ensuring that the
transponder is valid and SunPass® account is in good standing.
viii. SunPass® accounts not in good standing shall not be able to be registered
for an Annual Pass.
ix. The County Annual Pass administration system shall capture both
transponder ID and license plate information. The County will provide the
Department the license plate and transponder information for valid Toll
Facility Annual Pass holders.
x. The County will provide this information through an electronic interface as
defined in the Department's Pass Interface Control Document ( "ICD "). The
interface shall be the sole means of transferring the Card Sound Bridge
Annual Pass list. Updates shall be near - real -time.
xi. The cost of the Annual Pass shall be determined by Monroe County.
xii. The Annual Pass will expire on December 31 of each year unless renewed
prior to its expiration regardless of when the pass was purchased. The
County is responsible for placing customers on the Annual Pass list as well
as removing them.
xiii. The County shall not send FTE transactions of pass holders based on
transponder ID or Optical Character Recognition ( "OCR ") of the license plate
result.
xiv. For transactions that require image review, FTE shall check the license plate
result against the pass list information and not charge customers who are on
the list.
xv. Transaction processing charges shall apply for all transactions sent to FTE.
Two pass types will be issued as defined below:
Customer Combination Pass — The pass will only be valid for use on the Toll
Facility. On other facilities which allow SunPass®, the pass will be recognized
as a SunPass® transponder and will be processed based on the SunPass®
business rules. Failure to renew the pass will result in the customer reverting
to a tolled customer for this facility.
Agency Combination Pass — Each agency vehicle that the County desires to
be exempt from payment of the toll on the Toll Facility will be required to have
a SunPass® transponder. The County will establish a SunPass® fleet
account and include each of the agency vehicles the County desires to be
eligible for use of the pass. County will maintain a minimum balance on the
account as established by the Department. The County will have access to
transaction information through the SunPass® web page. This pass will only
be valid for use on the Toll Facility. On other facilities which allow SunPass®,
this pass will be recognized as a SunPass® transponder and will be
processed based on the SunPass® Business Rules. County is responsible
for maintaining the list of exempt vehicles and for maintaining funds in the
SunPass® prepaid account.
SunPass® account holders that utilize the County's Annual Pass program shall be
governed by the rules of the SunPass® program. In addition the account shall be
governed by the following:
A SunPass® prepaid account balance shall be maintained at all times.
Should the account become delinquent, the Department reserves the right
to terminate the account in accordance with the Department's existing
Business Rules.
ii. Upon termination of a SunPass® prepaid account, the registered owner of
vehicle may be subject to toll charges and applicable fees consistent with
the Business Rules of the Department's Toll -by -Plate program. Termination
will invalidate any pass entitlements.
iii. When a previously delinquent SunPass® prepaid account is brought back
to good standing, the Department may, at its discretion, post any unpaid
Toll -by -Plate activity to the SunPass® account for payment and may honor
any pass entitlements that would have been honored had the account not
been terminated.
o. Rebate Program - The Card Sound Bridge Monthly Rebate Program is designed for
the commuter or frequent user of the facility. It provides a rebate to customers who
meet a specified usage requirement.
i. FTE shall be solely responsible for administering the monthly Rebate
Program.
ii. The monthly Rebate Program shall utilize SunPass® transponders with a
prepaid balance and customers must maintain their SunPass® account in
good standing. The County will be responsible for communicating these
requirements to its customers.
iii. Requires SunPass® to be properly mounted in customer's vehicle.
iv. SunPass® accounts not in good standing shall not be eligible for a rebate.
V. Only if the transponder is read and the account is in good standing when
the rebate is calculated will the transaction count towards the rebate.
vi. No enrollment is required by the patron.
vii. The rebate is available to two -axle vehicles only (no trailers).
viii. Patrons with total transactions equal to or greater 40 in a calendar month
will be issued a 40% rebate credit to their SunPass® account the following
month.
ix. County will be provided with a report on the number of customers who met
the rebate requirement
X. Monthly rebate customers may not be part of another Card Sound Bridge
discount program.
4. Roles and Responsibilities of the Department.
a. The Department will utilize its business rules, technical processes, and
administrative procedures ( "Business Rules ") to process toll transaction data
received from the County. The Department's Business Rules may be modified,
deleted, or new rules adopted by the Department from time to time. New Business
Rules and changes to existing Business Rules and deletion of Business Rules will
be effective immediately upon adoption by the Department. Tolls will be processed
in the order received by the Department's account management systems.
b. The Department will determine customer affiliation for the Toll Facility transaction
data received in the following order:
i. If the transaction is identified and associated with a valid Department
SunPass® account having a valid pass status, as reflected in the most recent
pass list provided to the Department in accordance with the FTE Pass
Interface Control Document, Department will record the transaction and not
charge the customer's account.
ii. If the transaction is identified and associated with a valid Department
SunPass® account having a sufficient balance to satisfy the transaction
amount, the Department will deduct the appropriate toll amount from the
customer's account and remit this amount to the County.
iii. If the transaction is identified and associated with a SunPass® Interoperable
Agency customer account, the Department will submit the transaction to the
SunPass® Interoperable Agency for payment. The Department will remit the
toll amount to the County only after payment is received from the SunPass®
Interoperable Agency.
iv. If the transaction is identified and associated with a Rental Agency having an
Agreement with the Department, the Department will submit the transaction
to the Rental Agency Service Provider in accordance with the Department's
agreement with same. The Department will remit the toll amount to the
County only after payment is received from the Rental Agency Service
Provider.
v. If the Department is unsuccessful in obtaining payment pursuant to i, ii, iii, or
iv above, the Department will attempt to collect payment through its TOLL -
BY- PLATE® program. The Department will remit the toll amount to the
County only after payment is received from the customer.
vi. If the Department believes that a Toll Facility transaction cannot be invoiced
or otherwise collected using the vehicle license plate information or image
received from the County, the Department will notify the County as to the
reason the transaction cannot be invoiced or otherwise collected, and the
County shall not receive any payment for the transaction. The Department
will provide the County with the proposed frequency by which notifications of
this type will be provided.
The Department will remit payments to the County pursuant to the provisions
of paragraph 5 below.
vii. If a TOLL -BY- PLATE® invoice remains unpaid, the Department may, at its
sole discretion, initiate a registration hold, issue a Uniform Traffic Citation
( "UTC "), refer the unpaid balance to a collection agency under contract with
the Department, or initiate other collection activities in accordance with
Department Business Rules. The Department will remit to the County only
the toll amount collected. The Department will retain all fines and any fees
paid by the customer. The Department shall have no obligation to issue a
UTC with respect to any toll violation, and the County acknowledges that the
Department may limit the total number of UTCs filed with a court during any
given month. The Department will utilize the same toll enforcement
procedures for collecting unpaid Toll Facility toll revenues as the
Department utilizes to collect unpaid toll transactions on the Department's
toll facilities. The issuance of UTCs most likely will not be the primary
means of enforcing the payment of Toll Facility toll revenues.
viii. The Department will occasionally receive UTC toll and fine amounts paid by
customers directly to the Department, and will remit to the County the toll
portion of such Department - collected transactions occurring on the County's
Toll Facility. Additionally, from time to time the Department may receive
payments from the Department of Revenue (DOR) for tolls and UTC fines
collected by the Monroe County Court for toll transactions occurring on the
County's Toll Facility. The Department will retain all such UTC fines received
from DOR. However, the Department will distribute to the County a portion of
the toll amounts received from DOR based on a pro rata allocation. Such toll
amount will be derived by comparing the Department - collected UTCs for the
County's Toll Facility to the Department- collected UTCs for all Department -
operated toll facilities in Monroe County. The resulting pro rata percentage for
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the County will be applied to the estimated toll portion of the DOR UTC
payments to determine the amount payable to the County. Such amounts will
be periodically remitted by the Department to the County, but these toll
amounts are expected to be de minimis.
c. The Department and County will jointly promote the Program in accordance with a
marketing plan developed and agreed to by the parties. These promotional
activities may include, without limitation, direct mail to all SunPass® and TOLL -BY-
PLATE® customers in the County's marketing area, newspaper advertising,
billboard signage, or promotional literature and announcements on the
Department's SunPass® and TOLL -BY- PLATE® websites. Neither party shall be
responsible for any promotional costs not agreed upon in writing prior to incurrence
of said cost. Signage erected by the County shall not be considered as promotional
or marketing expenses associated with the Program for purposes of this
Agreement, and the Department will not participate in such costs.
d. This Agreement does not confer any exclusive rights to the County with respect to
the services Department is to provide in connection with the Program, and does not
restrict in any way the Department's right in its sole discretion to enter into
agreements with other entities, both public and private, to offer the same or similar
rights and services.
e. The County authorizes the Department and its employees, contractors, and
representatives, on behalf of the County, to utilize all means available under
applicable laws to collect Toll Facility toll revenue, including, without limitation,
issuing UTCs and filing UTCs with the court, providing to the Department of
Highway Safety and Motor Vehicles the names of persons with one or more unpaid
tolls for use of the Toll Facility for the purpose of initiating registration holds, issuing
notices and invoices, and authorizing collection by third party debt collectors. To the
extent necessary to implement the authorization set forth in this subparagraph, and
for no other purpose, the County's authorization includes a delegation of authority to
the Department from the County's Board of County Commissioners with respect to
the County's police powers to enforce the provisions of the State Uniform Traffic
Control Statutes that relate to toll enforcement. Pursuant to § 316.1001(2)(a),
Florida Statutes, the County's Board of County Commissioners also shall by duly
adopted ordinance designate as toll enforcement officers for the County one or
more persons who are serving as a toll enforcement officer for the Department, and
by such ordinance authorize such persons to issue uniform traffic citations for toll
violations incurred on the Toll Facility. The Department's obligations under this
Agreement to utilize enforcement procedures authorized under Chapter 316, Florida
Statutes, for the collection of Toll Facility tolls shall be conditioned on and subject to
the Board of County Commissioners of Monroe County's final adoption of an
ordinance as described above in this subparagraph e.
f. The Department shall be responsible only for exercising reasonable efforts to
process the County's toll transaction data in accordance with the provisions of this
Agreement. Under no circumstance shall the Department be liable to the County for
any loss of revenue, profits, transaction data, or any claims, suits, judgments,
expenses, or any loss of goodwill or customers that may be incurred by the County
resulting from or in connection with this Agreement or the actions or inactions of the
Department in performance of its responsibilities pursuant to this Agreement. The
County will hold harmless the Department and will be responsible for paying any
judgment or settlement resulting from any claim against the Department based on
one or more erroneous or unlawful toll amounts transmitted by the County to the
Department for processing.
5. Financial Provisions. On a weekly basis, the Department will wire transfer to the County
net funds collected for Toll Facility AET transactions, as more particularly described in the
Department's System Interface. Funds wire transferred will be the amount collected by the
Department for Toll Facility transactions, net of "Credit Card Fees," "Department Transaction
Fees," and adjustments made to resolve customer disputes (as such terms are defined in
this paragraph 5. below).
a. Credit Card Fees. An estimated credit card fee of two and one - quarter percent
(2.25 %) will be deducted from the weekly wire transfers to the County. A
reconciliation of the estimated credit card fees to the actual credit card fees will be
performed during the following month. This reconciliation will be calculated based
on the actual credit card fees incurred by the Department during the month,
multiplied by the "Toll Facility Factor" (as defined herein below). The difference
between the estimated credit card fees deducted from the weekly wire transfer and
the actual credit card fees calculated in the monthly reconciliation will be adjusted in
the next subsequent weekly wire transfer to the County. The "Toll Facility Factor" is
the pro rata portion of the total Toll Facility revenue collected by the Department to
the total SunPass® and TOLL -BY- PLATE® revenue collected by the Department
for the month from all sources. The Department will notify the County following the
Department's receipt of notice from the State of Florida Department of Financial
Services ( "FDFS ") of changes in the credit card fees charged the Department
through the agreement administered and contracted by FDFS with an FDFS-
selected financial institution.
b. Department Transaction Fee. Department will deduct a fee of eight (8) cents per
Toll Facility toll transaction processed, including, without limitation, all Annual Pass,
and Rebate Program transactions processed, irrespective of whether the toll
amount is collected from the customer. For purposes of this subparagraph, a toll
transaction is "processed" if the transaction is transmitted from the Toll Facility
to the Department. The Transaction Fee will be deducted during the entire term
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of the Agreement. The Department will deduct the Department Transaction Fees
from the toll revenues collected for the County prior to making the weekly wire
transfers to the County.
c. The County acknowledges that the Department Transaction Fees are based on an
estimated annual count of one (1) million Toll Facility transactions, a minimum
standard for vehicle license plate image quality, accuracy of toll transaction data
received in the UFM format specified by the Department and full conformance with
the System Interface. Should the actual number of transactions be materially less
than one (1) million annual transactions, or the accuracy of the toll transaction data
submitted to the Department, including the image quality, result in additional
processing costs for the Department, the Department Transaction Fees may be
increased above the amount set forth in subparagraph (b) above, subject to mutual
agreement by both parties.
d. The County agrees that the Department may, at the Department's sole discretion,
make adjustments to previously invoiced or collected amounts as a result of
customer disputes, or transactions which are likely to result in customer disputes, in
accordance with the Department's internal business rules. Any adjustments made
for Toll Facility transactions will be adjusted in the next weekly wire transfer and
documented as part of the reconciliation process between the Department and
County.
6. Department Customer Statements, Receipts, Issues and Inquiries.
a. Customer statements provided by the Department will include Toll Facility
transactions paid from Department customer accounts.
b. The County will be the point of contact for the Annual Pass Program and Annual
Pass Payment Program as set forth in more detail in subparagraph 3. n.
Department will act as the point of contact for all Department related customer
service issues and inquiries for non - County facilities. The Department's published
toll -free telephone number will be available to County customers for service issues
and inquiries.
c. Pursuant to Section 338.155 (6), Florida Statutes, certain personal identifying
customer information in the possession of the Department is exempt from public
disclosure under Section 119.07 (1), Florida Statutes, and Article I, Section 24 (a),
of the Florida Constitution. Additionally, § 316.0777, Florida Statutes, provides
that images and data containing or providing personal identifying information
obtained through the use of an automated license plate recognition system is
confidential and exempt from public disclosure under § 119.07(1), Florida
Statutes, and Article I, Section 24(a), of the Florida Constitution. The parties
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agree to implement any additional customer information safeguards identified by the
Department as necessary to maintain the Department's standing and certification
with Payment Card Industry standards.
7. System Interface Eauipment and Software Chances.
a. The County, at its sole expense, shall be responsible for making all necessary
changes to its Toll Facility revenue collection system, including equipment,
software, applicable processing mechanisms, and communications (collectively
"Toll Facility Revenue Collection System ") to meet and support the Department's
System Interface as described on the attached Exhibit "B ", which by this
reference is made a part of this Agreement. The County's satisfactory
completion of the scope of services identified in Exhibit "B" shall be conditions
precedent to the Department's obligation to collect toll revenue at the Toll
Facility. Subject to reimbursement of its costs and expenses in the manner
described above in Paragraph 5.b., the Department shall be responsible for
performing the scope of services identified in Exhibit "A ", which services include
software programming for system interfacing to support the Go -Live Date. The
County, at its sole expense, shall be responsible for making any necessary
hardware, software, or communications system replacements, repairs, or
alterations after the initial Go -Live launch.
b. To the extent practicable, the Department will consult with and provide notice to the
County at least one hundred and eighty (180) calendar days prior to making any
changes requiring the County to make changes to meet or support the
Department's System Interface; provided, however, this advance notice and
consultation requirement shall not apply to any software, firmware, or equipment
repairs, fixes, patches, releases, replacements, or processes the Department
determines must be implemented within a shorter period of time in order to protect
the integrity of the system or to address an identified problem that could cause
errors or loss of revenue if not properly remedied. In such circumstances the
Department shall provide to the County as much notice as is reasonably possible
under the circumstances, but the parties agree that the timely prevention or
correction of problems that could result in deterioration of the system integrity,
creation of errors, or the loss of revenue are more important than notice or
consultation.
B. Assianment. This Agreement or any interest herein shall not be assigned, transferred, or
otherwise encumbered by the County under any circumstances without the prior written
consent of the Department. The Department may assign and transfer this Agreement or any
of the Department's obligations or rights under this Agreement to the Department's
Centralized Customer Service System ( "CCSS ") vendor. The provisions of this Agreement
shall bind the Department and the County and their respective successors and any
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permitted assigns. In the event of any such approved assignment, the assignee shall
expressly assume, perform, and be bound by the duties, covenants, and obligations of the
assignor contained in this Agreement.
9. Term. The initial term of this Agreement shall commence upon the Effective Date and shall
continue for a period of two (2) years (the "Term "). Any renewal of this Agreement following
the expiration of the Term shall be subject to mutual agreement of the parties with respect to
the transaction fees to be paid by the County after considering any changes in the
transaction fees that may be appropriate, after considering the Department's costs of
processing the County's toll transaction data during the Term, after considering the change
in the Consumer Price Index since the Effective Date, and after considering any other
relevant matter.
10. Termination.
a. This Agreement may be terminated for cause at any time by the County or by the
Department if the other party breaches any material provision of this Agreement,
and the party in breach has not corrected the breach within twenty (20) calendar
days following written notice from the aggrieved party identifying the breach and
asking for correction of the breach. If, however, the breach is of such a nature that
it cannot reasonably be cured within such a time period, the breaching party shall
be entitled to a reasonable period of time within which to cure such breach,
provided the cure is commenced immediately and is continuously implemented
without interruption until the breach is fully cured. This Agreement may also be
terminated at any time by the Monroe County Board of County Commissioners or
the Executive Director of the Florida Turnpike Enterprise (FTE) upon such notice as
the County's Board of County Commissioners or the FTE Executive Director deems
appropriate in the event the County's Board of County Commissioners or the
Department's FTE Executive Director determines that termination is necessary to
protect the public health, safety, or welfare. In addition, this Agreement may be
terminated for the convenience of either the County's Board of County
Commissioners or the Department's FTE Executive Director following notice of at
least ninety (90) days to the other party.
b. Termination of this Agreement for cause shall include, but is not limited to,
negligent, intentional, or repeated submission of false or incorrect transactions,
data, bills, or invoices; failure to suitably perform required obligations under this
Agreement; or multiple breaches of this Agreement which have material adverse
effect on the efficient administration of the Agreement, notwithstanding whether any
such breach was previously waived or cured.
c. Notice of termination shall be provided in accordance with Paragraph 11 herein
below.
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d. In the event this Agreement is terminated for any reason, the Department shall be
paid for any services performed up to the date the Agreement is terminated. Upon
being notified of the County's election to terminate, the Department will refrain from
performing further services or incurring additional expense under the terms of this
Agreement, unless otherwise requested in writing by the County. Under no
circumstances will the County be required to make payment for services that have
not been performed.
e. In the event the Agreement is terminated for any reason, the Department shall
deliver all net revenues payable to the County pursuant to the terms of this
Agreement within thirty (30) calendar days following receipt of the written notice of
termination.
In the event this Agreement is terminated for any reason, the Department shall
deliver to the County an invoice for the unreimbursed balance of the Department's
total costs and expenses incurred in connection with performing the scope of
services identified in Exhibit 'A" and the County shall pay to the Department the
full amount of the departments invoice within thirty (30) days following the date of
the Department's invoice.
11. Notices. Whenever either party desires to provide notice to the other, such notice must be
in writing, sent by certified United States mail, postage prepaid, or by overnight courier with
delivery confirmation, or by hand - delivery with a request for a written receipt or
acknowledgement of delivery, addressed to the party for whom it is intended at the place last
specified. The place for giving of notice shall remain such until it shall have been changed by
written notice in compliance with the provisions of this paragraph. For the present, the parties
designate the following as the respective places for giving of notice:
COUNTY:
Monroe County Manager
Monroe County
1100 Simonton Street
Key West, Florida 33040
With Copy to:
Robert B. Shillinger
Monroe County Attorney
Monroe County
1111 12th Street, Suite 408
Key West, Florida 33040
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DEPARTMENT:
Director of Toll Systems
Florida's Turnpike Enterprise
Turnpike Headquarters
Turkey Lake Service Plaza
Mile Post 263, Building 5315
Post Office Box 613069
Ocoee, Florida 34761
With Copy to:
Chief Counsel
Florida's Turnpike Enterprise
Turnpike Headquarters
Turkey Lake Service Plaza
Mile Post 263, Building 5315
Post Office Box 613069
Ocoee, Florida 34761
12. Records. All documents associated with this Agreement shall be maintained in accordance
with the State of Florida Records Retention Schedule. Except for records that are exempt from
public disclosure under the provisions of Section 338.155 (6), Florida Statutes, or any other
applicable statutory exemption as may now or in the future exist, copies of these documents
and records shall be furnished by either party upon request.
13. Section 339.135 (6) (a), Florida Statutes. 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 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 1 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. Accordingly, the Department's performance and obligation to pay under this Agreement
is contingent upon an annual appropriation by the Legislature.
14. Amendment. No modification, amendment or alteration in the terms or conditions
contained herein shall be effective unless set forth in a written document prepared with the
same or similar formality as this Agreement and executed and delivered by the parties hereto.
15
15. Governinsa Law and Venue. The laws of the State of Florida shall solely govern the
validity of this Agreement and any of its terms and provisions, as well as the rights and duties of
the Parties to this Agreement. The venue for any action in connection with this Agreement shall
be any court of competent jurisdiction in Leon County, Florida.
16. Employees. The County warrants that it has not employed or obtained any company or
person, other than bona fide employees of the County to solicit or secure this Agreement and it
has not paid or agreed to pay any company, corporation, independent contractor, consultant,
individual or firm, other than a bona fide employee employed by the County. The Department
warrants that it has not employed or obtained any company or person, other than bona fide
employees of the State of Florida Department of Transportation to solicit or secure this
Agreement and it has not paid or agreed to pay any company, corporation, independent
contractor, consultant, individual or firm, other than a bona fide employee employed by the
Department.
17. Convicted Vendor List. A person or affiliate who has been placed on the convicted
vendor list following a conviction for a public entity crime may not submit a bid on a contract to
provide any goods or services to a public entity, may not submit a bid on a contract with a public
entity for the construction or repair of a public building or public work, may not submit bids on
leases of real property to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity, and may not
transact business with any public entity in excess of the threshold amount provided in Section
287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the
date of being place on the convicted vendor list.
18. Americans with Disabilities. Both parties agree to comply with Titles I and II of the
Americans with Disabilities Act of 1990, as well as state and federal civil rights laws, and each
party agrees to comply with its own rules and ordinances for implementation thereof.
19. Liability. Except as otherwise provided in this Agreement, and subject to any claim of
sovereign immunity, each party to this Agreement shall be fully liable for the acts and
omissions of its respective employees and agents in the performance of this Agreement
to the extent permitted by law. Nothing herein is intended to serve as a waiver of
sovereign immunity by any party to which sovereign immunity may be applicable. Nothing
herein shall be construed as consent by a state agency or political subdivision of the
State of Florida to be sued by third - parties in any matter arising out of this Agreement or
any other contract.
20. Third -Party Beneficiaries. Neither the Department nor the County intends to directly or
substantially benefit a third party by this Agreement. Therefore, the parties agree that there are
no third party beneficiaries or this Agreement and that no third party shall be entitled to assert a
claim against either of them based upon this Agreement.
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21. Remaininc Provisions. In the event this Agreement or a portion of this Agreement is
found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue
to be effective to the maximum extent under the laws of the State of Florida.
22. Attachments. If there is a conflict or inconsistency between any term, statement,
requirement, or provision of any exhibit attached hereto, any document or events referred to
herein, or any document incorporated into this Agreement by reference, and a term, statement,
requirement, or provision of this Agreement, the term, statement, requirement, or provision
contained in this Agreement shall prevail and be given effect.
23. Truth and Accuracy. The truth and accuracy of each recital clause set forth above is
acknowledged by the parties.
24. Authority to Execute. The individuals executing this Agreement on behalf of each party
have full authority to execute this Agreement on behalf of the party for whom they are acting
herein.
25. Complete Agreement. This Agreement incorporates and includes all prior and
contemporaneous negotiations, correspondence, agreements, or understandings applicable to
the matters contained herein and the parties agree that there are no commitments, agreements
or understanding concerning the subject matter of this Agreement that are not contained herein.
No deviation from the terms hereof shall be predicated upon any prior representation or
agreements whether oral or written. No modification, amendment, or alteration in the terms or
conditions contained herein shall be effective unless contained in a written document executed
by the parties hereto.
26. Original Copies. Multiple copies of this Agreement may be fully executed by all parties,
each of which shall be deemed to be an original.
27. Trademarks and Service Marks. This Agreement shall constitute a limited, non - exclusive,
and revocable license from Department to the County for the County's display and use of the
Department's SunPass® and TOLL -BY- PLATE® marks and logos (collectively, the
"Department's Marks "). This limited license is conditional on the County seeking and receiving
from the Department specific written approval in advance of each use of the Department's
Marks. The County shall under no circumstances display, reproduce, or otherwise use any of
the Department's Marks without the Department's prior written approval. The Department
retains the right to cancel this limited license at any time upon ten (10) days' prior written notice
to the County in the event the County has breached any term of this Agreement, or the
Department reasonably believes that any action or inaction of the County may damage any of
the Department's Marks. The County agrees not to challenge or contest the Department's
ownership of or rights to the Department's Marks, and agrees to promptly notify the Department
of any observed or suspected infringement of the Department's Marks. In any event, this limited
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license shall automatically terminate and be of no further effect immediately upon expiration or
termination of this Agreement for any reason.
28. Execution. This Agreement shall be effective following the execution by the Department
and the County.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
respective dates under each signature: MONROE COUNTY signing by and through the Monroe
County Council„ signing by and through items Mayor, authorized to execute the same by County
Council action on the 1 day of Ui4 20 1 7, and the FLORIDA DEPARTMENT OF
TRANSPORTATION, signing by and through Its Executive Director & Chief Executive Officer,
Florida's Turnpike Enterprise, duly authorized to execute same.
ATTEST:
COUNTY OF MONROE, a political subdivision of
the State of Florida
BY: Monro County oard of County
Commiss' ers
BY:
George Neu gent, M o
Printed Name
ITS:
Approved as to form by:
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18
(Signatures continued from preceding page)
FLORIDA DEPARTMENT OF
TRANSPORTATION
ATTEST:
BY:
(Name and W ilde,
(54" Wilde, ,Ejceet�S�t11 P�Seu'G��
Diane Gutierrez - Scaccetti
Executive Director & Chief Executive Officer
Florida's Turnpike Enterprise
Legal Review:
By:
(Name an osition)
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19
EXHIBIT A
FTE SCOPE OF SERVICES
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:
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• Project Scope
• Uniform Financial Message (UFM) Toll Transaction Requirements
• 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:
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• 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
• Configuration of FTE Firewalls
• Connectivity testing
Deliverables:
FTE Network Connectivity Diagram
• FTE Communications Interface Requirements
• FTE Firewall Requirements
• Connectivity testing results
5. 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
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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
• 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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