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09/19/2018 Agreement G �� t cougr 4 c1 11 f...'-704 V, Kevin Madok, CPA 4 ' .. Clerk of the Circuit Court & Comptroller — Monroe County, Florida C c ou' ` r DATE: October 19, 2018 TO: Breanne Erickson Engineering Services FROM: Pamela G. Hanc 10 .C. SUBJECT: September 19th BOCC Meeting Attached is a duplicate original of Item C25, five -year Toll System Maintenance Agreement with TransCore, LP for 24 -hour tolling system monitoring, routine preventative maintenance and software and hardware warranty coverage for the Card Sound Toll All Electronic Tolling System. The annual cost is $171,298.68 and the total cost for the five year term is $856,493.40, for your handling. Should you have any questions, please feel free to contact me at (305) 292 -3550. Thank you. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 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 TOLL SYSTEM MAINTENANCE AGREEMENT This Toll System Maintenance Agreement (this "Agreement ") is entered into on this 19th day of September, 2018 (the "Effective Date ") by and between Monroe County, FL, (the "County "), and TransCore, LP,. a Delaware Limited Partnership (the "Contractor "). RECITALS WHEREAS, Monroe County, FL, approved a contract award on February 15, 2017, which contained requirements for the toll collection software and equipment for a turnkey all - electronic toll collection system at the Card Sound Toll utilizing a Florida Turnpike Enterprise contract for cooperative purchasing; and WHEREAS, the Contractor reviewed the available designs and documentation to provide for the all- electronic toll collection system implementation, testing and one (1) year warranty meeting the specifics required by the County as well as providing an optional maintenance solution for the system; and WHEREAS, the Parties entered into that certain Toll System Implementation Agreement, on February 15, 2017, (the "Implementation Agreement "), to provide for the all- electronic toll collection system implementation, testing and one (1) year warranty meeting the specifics required by the County. The Implementation Agreement did not include the maintenance of the Toll System within the scope of work; and WHEREAS, the maintenance of the Toll Collection System poses some unique challenges from traditional toll collection system maintenance since the Card Sound Toll zone is void of buildings and the system is isolated from local staff. Therefore, other means of providing information related to the health of the system are necessary to ensure the systems operate as designed; and • WHEREAS, the County has determined it is in the County's best interest to engage a professional service provider for the maintenance services of the Toll System described herein and the Contractor is the sole provider to perform maintenance on their equipment and desires to provide said maintenance services; and WHEREAS, the Parties have read and understood the terms and provisions set forth in this Agreement and have been afforded a reasonable opportunity to review this Agreement with their respective legal counsel;. NOW, THEREFORE, in consideration of the premises, mutual promises, covenants, obligations and benefits herein contained, the County and Contractor agree as follows: I. SERVICES Section 1.01. Scope of Work. (a) Contractor shall perform the scope of work described in Exhibit A (the "Services "). (b) Contractor agrees to furnish efficient business administration and superintendence and to use its best reasonable efforts to furnish at all times an adequate supply of workmen, materials and equipment and to perform the Services in the most expeditious and economical manner. Contractor agrees to exercise reasonable diligence in performing the Services, using the degree of care and skill that a prudent person in the same or similar profession would use. (c) Contractor has been retained by the County for the sole purpose and to the extent set forth in this Agreement. It is understood and agreed that all work so done by Contractor shall meet with County approval, but that the detailed manner and method of performing the Services shall be under the control of Contractor. Contractor's relationship to the County during the term of this Agreement is that of an independent contractor. Section 1.02. Additional Services. (a) During the term of this Agreement, Contractor or County may recommend certain additions or changes to the Services. In such case, the additions or changes shall be submitted to the County for approval in the form of an amendment to this Agreement. Approval of Additional Services shall be evidenced by a written proposal or service order, which shall include the service to be performed, the location and the fees. (b) The Contractor may, at any time by written notice to the County, request a change order to the Services. Upon receipt of such notice from the Contractor, the County will consider an equitable adjustment 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. If Contractor and the County agree in writing as to the price to be paid to Contractor for the work changes, this Agreement shall be deemed amended in accordance therewith. Section 1.03. Approval of Minor Changes. (a) Notwithstanding Section 1.02. (a) above, the County may, at any time by written notice and without notice to sureties or assignees, make minor changes within the Services, including 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 • -2- point of delivery; (iv) Delivery Schedule, (v) or other changes as may be agreed to by both parties in writing. (b) Should any such change increase or decrease the cost and /or the time required for performance of this Agreement, the Contractor must notify the County within five (5) days of receiving notice of the change from the County. Upon receipt of such notice from the Contractor, the County will negotiate an equitable adjustment in the price, Delivery Schedule or both. (c) Any claim for cost associated with a change in the Services shall be negotiated between Contractor and the County. Adjustments to price shall be computed by agreement of a fixed price. The County may request that Contractor submit a written proposal indicating the price at which Contractor would be willing to perform certain changes in the work as described by the County. Upon receipt of such a request, Contractor shall prepare and submit such proposal promptly, but no later than thirty (30) business days. If Contractor and the County agree in writing as to the price to be paid to Contractor for the work changes, this Agreement shall be deemed amended in accordance therewith. II. COMPENSATION Section 2.01. Agreement. The Contractor shall perform the Scope of Work in Exhibit A pursuant to the terms and conditions of this Agreement and within the "Maintenance Fees" shown in Exhibit B. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. Section 2.02. Compensation for Scope of Work. The total value for the Scope of Work under this Agreement is $14,274.89/month for the initial 5 year term of this Agreement, thus the total compensation is $856,493.40 (the "Compensation "). The amount paid under this Agreement may not exceed the Compensation without an approved written supplement, change order, or amendment to this Agreement executed by the Parties. For spare part replenishment, Contractor will procure and provide additional materials and equipment for spare part replenishment. Such materials and equipment will be provided at an approved cost at the time of purchase, given that such purchases shall not exceed a 15% markup beyond Contractor's actual cost. -3- Section2.03. Invoicing. Contractor shall submit quarterly invoices, with sufficient back -up documentation as needed to support payment by the Monroe County Clerk, in a form approved by the County's authorized contract manager: Donald Crouch Operations Superintendent Card Sound Toll Authority Murray E. Nelson Government Center 102050 Overseas Highway, Suite 220 Key Largo, FL 33037 Invoices will be submitted at the beginning of each quarter for services and will be in the amount of one - fourth of the annual compensation set in Exhibit B, plus any costs associated with spare parts replenishment or additional work Payment will be made in accordance with the Local Government Prompt Payment Act, Sec. 218.70, Florida Statutes. III. WARRANTIES, INSURANCE, INDEMNITY, AND LIMITS OF LIABILITY • Section 3.01. Warranty Claims on Toll Equipment /Software. Contractor is obligated to pursue on behalf of the County all warranty claims against any vendors of the toll system equipment provided pursuant to this Agreement or the Implementation Agreement. In addition to other common law and statutory warranties, whether implied or express, Contractor's warranty applies to materials, parts, labor and workmanship for one year from the date of completion of the Services. Contractor shall transfer all manufacturers' warranties to the County. Section 3.02. Disclaimer of Implied Warranties. The express warranties contained in Section 1.01(b) and elsewhere in this Agreement, if any, are the sole and exclusive warranties provided by the Contractor. The Contractor specifically disclaims any other warranties, express or implied, including but not limited to warranties of merchantability, as well as any warranties alleged to have arisen from custom, usage, or past dealings between the parties. Section 3.03. Indemnification. AS PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE CONTRACTOR, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE COUNTY AND ITS OFFICERS, DIRECTORS, REPRESENTATIVES, AND AGENTS, FROM LOSS, DAMAGE, INJURY, COST, EXPENSE, CLAIM, JUDGMENT, OR LIABILITY, INCURRED IN CONNECTION THEREWITH, INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, BROUGHT BY ANY OF CONTRACTOR'S EMPLOYEES OR REPRESENTATIVES, OR BY ANY OTHER THIRD PARTY, BASED UPON, IN CONNECTION WITH, RESULTING FROM OR ARISING OUT OF CONTRACTOR'S WILLFUL, INTENTIONAL, RECKLESS, OR NEGLIGENT -4- (WHETHER ACTIVE, PASSIVE, OR GROSS) ACTS OR OMISSIONS RELATED TO OR ARISING FROM THIS AGREEMENT. THIS INDEMNITY AND HOLD HARMLESS PROVISION WILL APPLY WHETHER SUCH ACTS OR OMISSIONS ARE CONDUCTED BY THE CONTRACTOR OR ANY SUBCONTRACTOR OR AGENT OF THE CONTRACTOR. Section 3.04. Limitation of Liability. The Contractor's total liability to the County for any and all liabilities arising out of or related to this contract, from any cause or causes, and regardless of the legal theory, including breach of contract, penalties, loss of revenue, loss of transaction data, warranty, negligence, strict liability, statutory liability, or any indemnification obligation, shall be limited to the total value for the Scope of Work under this Agreement. Section 3.05. Insurance. Before commencing any work hereunder, Contractor shall furnish certificates of its commercial general liability insurance in an amount not less than one million dollars ($1,000,000.00) per occurrence and copies of endorsements to the County evidencing insurance coverage and naming the County as an additional insured. Copies of each policy shall be furnished to the County upon the County's request. Contractor shall not violate or knowingly permit to be violated any condition of the insurance policies required by this Agreement. Contractor shall advise the County of any change or cancellation to its required insurance. IV. TERM AND TERMINATION; DEFAULT Section 4.01. Term. It is understood and agreed that the period of performance under this Agreement shall begin with the Effective Date , which will be as set forth in the Notice to Proceed issued by the County, and continue until September 30, 2023. This Agreement can be extended for an additional five (5) year Term, if agreed by the Parties upon a prior written notice within ninety (90) days before the end of the Term. Section 4.02. Termination Without Cause. Either party may terminate this Agreement without cause upon ninety (90) days written notice to the other party. Contractor shall not be entitled to any payment or further payment other than for Services furnished prior to such termination, and Contractor's documented reasonable costs associated with the cancellation of the Agreement and for documented services rendered by Contractor as needed for the transition to the County's new service provider in a total amount not to exceed ten thousand dollars ($10,000.00). Section 4.03. Termination for Cause. If either party is in default of this Agreement, the non - defaulting party will give written notice of such default, specifically describing the nature of the default. The alleged defaulting party shall have 30 days to cure such default. If the default is not cured within said thirty (30) days and the curing period is not further extended by mutual consent, then the Agreement would be deemed terminated at the end of the thirty (30) day curing period. -5- If the Agreement is terminated due to the County's default, Contractor shall be entitled to any and all payments due for Services furnished prior to such termination, and reasonable costs associated with the cancellation of the Agreement, and any and all costs incurred by Contractor for the transition to the County's new service provider, if applicable, in a total amount not to exceed ten thousand dollars ($10,000.00). All payments due shall be made by the County in accordance with the Local Government Prompt Payment Act upon receipt of a Proper Invoice. with sufficient back -up documentation as needed to support payment by the Monroe County Clerk. If the Agreement is terminated due to the Contractor's default, Contractor shall only be entitled to any payment due for Services furnished prior to such termination. V. GENERAL CONDITIONS Section 5.01. Agreement Controls. To the extent that there is any inconsistency between the provisions of this Agreement and any attachments or exhibits hereto, the terms of this Agreement shall control. Section 5.02. Regulatory Requirements. All work will be done in strict compliance with all applicable city, county, state and federal rules, regulations and laws and any codes which may apply to the Services being provided. Contractor will obtain all its permits and licenses required to perform the Services and will be responsible for securing inspections and approvals of its work from any County having jurisdiction over Contractor's Services. Section 5.03. Safety and Health Standards. Contractor shall observe and comply with all applicable federal, state and local health and safety laws and regulations. Section 5.04. Inspection. The County and its duly authorized representatives shall have the right to inspect all Services being performed hereunder at any time. Contractor agrees to maintain adequate books, payrolls and records satisfactory to the County in connection with any and all Services performed hereunder and to maintain such books, payrolls and records for at least four years. The County and its duly authorized representatives shall have the right to audit such books, payrolls and records at any reasonable time or times. Section 5.05. Assignability. Contractor shall not assign its rights or obligations or any sum that may accrue to it hereunder without the written consent of the County, which shall be granted or denied in the County's sole discretion. -6- Section 5.06. Modifications. This Agreement shall be subject to amendment, change or modification only with the prior mutual written consent of the County and Contractor. Section 5.07. Force Majeure. In the event either party to this Agreement is rendered unable, wholly or in part, by force majeure including an act of God; strikes; lockouts, or other industrial disturbances; acts of the public enemy; orders of any kind of government of the United States or the State of Florida or any civil or military authority (other than a party to this Agreement); insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; droughts; arrests; civil disturbances; explosions; or other inability similar to those enumerated including those by third parties that neither the Contractor or the County has control over; to carry out its obligations under this Agreement, it is agreed that party shall give written notice of such act to the other party as soon as possible after the occurrence of the cause relied on and shall, thereafter, be relieved of its obligations, so far as they are affected by such act, during the continuance of any inability so caused, but for no longer. Section 5.08. Agreement Subject to Applicable Law. This Agreement and the obligations of the parties hereunder are subject to all rules, regulations and laws which may be applicable by the United States, the State of Florida or any other regulatory agency having jurisdiction. Section 5.09. Governing Law. This Agreement is governed in accordance with the laws of the State of Florida and Monroe County shall be the exclusive venue for disputes arising out of this Agreement. Any controversy, claim or dispute arising out of, or related to this Agreement or any breach thereof may be settled amicably by the parties through good faith negotiations to reach a mutually agreeable resolution of such dispute within a reasonable period of time. If the good faith negotiations do not result in an acceptable settlement of the controversy, claim or dispute, then the matter may be resolved in a court of competent jurisdiction in the State of Florida. Section 5.10. Waiver. No waiver or waivers of any breach or default by a party hereto of any term, covenant or condition or liability hereunder of performance by the other party of any duty or obligation hereunder will be deemed a waiver thereof in the future, nor will any such waiver or waivers be deemed or construed to be a waiver of subsequent breaches or defaults of any kind, character or description, under any circumstances. Section 5.11. Intended Beneficiaries. This Agreement is for the sole and exclusive benefit of Monroe County, and Contractor and will not be construed to confer any benefit upon any other party. Further, it is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of the Agreement to create in the public or any member thereof, a third party Beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for -7- personal injuries or property damage or other cause of action pursuant to the terms or provisions of this Agreement. Section 5.12. Severability. The provisions of this Agreement are severable, and if any provision or part of this Agreement or the application thereof to any person or circumstance is ever held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such provision or part of this Agreement to other persons or circumstances will not be affected hereby. Section 5.13. Survival. Sections 3.01, 3.02, 3.03, and 3.04 shall survive the termination of this Agreement. Section 5.14. Agreement Documents. This Agreement includes Exhibits A and B, and all amendments thereto, all of which are incorporated herein by reference and are made a part hereof (together such documents, are referred to herein as the "Agreement Documents "). Any changes and /or additions made to the Agreement Documents as a result of negotiations with the County shall be included as part of this Agreement and attached hereto as an Exhibit. In the event of a conflict within the Agreement Documents, the order of prevailing precedence shall be as follows: 1. The Agreement, as amended; 2. Exhibits to the Agreement, Change Orders and amendments and all exhibits and attachments thereto. Notwithstanding the order of precedence set forth above, in the event of a conflict within documents of the same priority (for instance, between Exhibits A and B), the County shall have the right, in its sole discretion, to determine which provision applies. If Contractor disagrees with the County's determination, the Contractor will provide the County with written notice of its protest, proceed with the steps necessary to comply with that determination under protest, and preserve any rights to seek additional compensation. Section 5.15. Notice Provisions. Notices under this Agreement and the Agreement Documents shall be in writing and (a) delivered personally, (b) sent by certified mail, return receipt requested, or (c) sent by a recognized overnight mail or courier service, with delivery receipt requested, to those individuals designated by Contractor and the County from time to time in writing: To County: Judith S. Clarke, P.E. Director of Engineering Services 1100 Simonton Street Key West, FL 33040 -8- In addition, copies of all notices to proceed and suspension, termination and default notices forwarded by either Party shall be delivered to the following Persons: To TransCore: Mr. Roger Marrero Vice President 3901 Commerce Parkway Miramar, FL 33025 Section 5.16 Public Records Compliance. Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection 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 the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, 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. The 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, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the 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. (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 the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are -9- exempt or confidential and exempt from ;public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow ,the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the 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 119.10, Florida Statutes. The 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. IF 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(&,,MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, by a person duly authorized to sign on behalf of each party, in multiple copies, each of equal dignity, as of the date set forth on the first page hereof. [EXECUTION PAGE FOLLOWS] -10- MONROE COUNTY co, _,-/-'41,0) Mayor David Rice j 1 .,-, •-",'--,.... ,-, -\\ - . • % --___=-_----4 IN MADOK, CLERK %. ---.. -------- .3 / 44 •4 0 . - , SO MONROE COUNTY ATTORNEY Deputy Clerk eh,,,Atzvletp:06,5,tc, CHRISTINE LIMBERT-BARROWS ASSISTANT tN1RNEY DATE: TRANSCORE, LP By: .. ( # ‘°t/1 7 " , -■- , \\\\ .s i•iiri6 C / /1, Name: 14/4 ; P 1- /-1- if .... .. ........ . ... ,., : .:=, .: ... ... . GoRpo _ . Title: -Ce", 0- Vec., '.& F (Seal) Attest Witnesses for TRANSCORE .. . .e ...".. . ...... !. ,....- / AII /.. '', „ , 199 0 .• , /tiltoo‘ . Witnes (1) /1}/r.,1 de e(Cht1116011 I Pa kr-(- • Pt name/Title ,.,. .= a; • i.i.Ll. WitKI 1 10/4 SS i) r • c7 rn •„ C Print name/Title It c - ) ! up • --,...) ...__ rvi ''--- • =C 6 1 - ...1 .:. EXHIBIT A Services Scope of Work The Contractor will perform maintenance of the all - electronic toll collection system in accordance with the following: e Routine Preventative Maintenance - Contractor will perform routine preventative maintenance of the system, in accordance with Florida's Turnpike Enterprise standard procedures, using a Maintenance On -line Management System (MOMS). MOMS will be the focal point for all system maintenance activities including routine preventative maintenance, real -time monitoring, repair calls, and report generation. MOMS will be the mechanism to record all maintenance communications for maintenance related requests via help -desk, email or phone. System Monitoring - Contractor will perform a baseline of real -time, remote system monitoring from Contractor's Florida Maintenance Management Center (MMC). The MMC is a 24/7 staffed center where Contractor will use MOMS to allow for monitoring and reporting of equipment failures within the toll collection system. MOMS contains all relevant data required to identify and track maintenance activities, spare parts, and personnel. The system monitoring includes: - 24/7 help -desk support (email and phone) - 24/7 MOMS system monitoring: An MMC representative is available to respond and repair any system automated work orders, or system issues reported by phone or email, and to answer questions regarding any pending system issues. - One round of monitoring per shift (3 shifts per day) will be performed by an MMC representative, which will include system checks to identify system issues not automatically detected. F Software and Hardware Warranty Coverage - Contractor will provide all - electronic toll collection system software and hardware warranty services which includes providing software updates, as available, and coordinating the repair and/or replacement of all hardware provided as part of the all - electronic toll collection system. Any costs associated with equipment repair other than Contractor- provided hardware will be on a return merchandise authorization (RMA) basis per each manufacturer's warranties. -12- • Repair Calls - For any non - Preventative, non - Routine issue, identified through System Monitoring, that requires a repair call for the dispatch of Contractor's on- site technician(s) to resolve, the following shall occur: - Contractor shall coordinate for the dispatch of on -site County representative /technician and provide them with support as required to perform on -site repairs. The County representative /technician will have basic electronic /computer technician skills and will be trained by Contractor to troubleshoot and correct system issues on the hardware. - In the event that County representative /technician is unable to resolve such issue, Contractor shall dispatch its own technician(s) to perform on- site repairs as promptly as possible and within 24 hours when directed by the County; these repairs shall be considered as Additional Work. • Scope of Work Exclusions - The following work /services are excluded from the scope of work for the Contractor and, if the County requests, shall be considered as Additional Work: - Hardware and /or software upgrades - Maintenance of Traffic (MOT). Transcore will provide proper back -up documentation and scope of work when MOT is to be implemented by Transcore as part of Additional Work. - Communication Costs: costs associated from any communication circuit to from a communications provider as need to support the toll operations is to be procured by the County. -13- EXHIBIT B Maintenance Fees The Contractor compensation for maintenance of the all- electronic toll collection system will be as follows: Task Unit Price Quarterly Annual Total Invoice Amount Compensation System Maintenance (Monthly Lump Sum Fee) $14,274.89 $42,824.67 $171,298.68 $856,493.40 For Repair Calls & Additional Work $133.00 (Hourly On -site Technician Rate) For Spare Parts, Other Materials & Miscellaneous Cost + 15% Services including Additional Work -14- 20674 A R ° DATE (MM/DDIYYYY) ® EVIDENCE OF PROPERTY INSURANCE 3/28/2018 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, AND THE ADDITIONAL INTEREST. AGENCY I PH N N . Ext): 404- 923 -3590 COMPANY Commercial Lines - (404) 923 -3700 Allianz Global Risks US Insurance Co. USI Insurance Services National, Inc. 3475 Piedmont Road NE, Suite 800 2350 Empire Avenue Atlanta, GA 30305 -2886 a C N o): 877 - 362 -9069 I AD D RE SS: lauren.atkinson @usi.com Burbank, CA 91504 CODE: I SUB CODE: AGENCY 35300 CUSTOMER ID #: INSURED LOAN NUMBER POLICY NUMBER Roper Technologies, Inc; A Parent Company USP00017718 TransCore, LP EFFECTIVE DATE EXPIRATION DATE CONTINUED UNTIL 150 4th Avenue North, Suite 1200 04/01/2018 04/01/2019 I I TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: Nashville, TN 37219 PROPERTY INFORMATION LOCATION /DESCRIPTION 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. COVERAGE INFORMATION COVERAGE / PERILS / FORMS AMOUNT OF INSURANCE DEDUCTIBLE Business Income & Extra Expense Included Included Blanket Building & Business Personal Property $300,000,000 $100,000 AP • ; t: RISK 1 'GEMENT BY ` # ' DATE,_ �� —CAS A WAIVER N YES REMARKS (Including Special Conditions) Proof of Coverage CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS MORTGAGEE ADDITIONAL INSURED Monroe County LOSS PAYEE Attn: Judith S. Clarke, P.E. Director of Engineering Services LOAN # 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West, FL 33040 9t ACORD 27 (2009/12) The ACORD name and logo are registered marks of ACORD © 1993 -2009 ACORD CORPORATION. All rights reserved. 1130656 20674 DATE (MWDD/YYYY) ACCPREI CERTIFICATE OF LIABILITY INSURANCE 3/28/2018 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: Lauren Atkinson Commercial Lines - (404) 923 -3700 PHONE 470 FAX 877.362.9069 (A/C. No. EA: 470.875.0356 No): USI Insurance Services National, Inc. ADo ESS: Iauren.atkinson @usi.com 3475 Piedmont Road NE, Suite 800 INSURER(S)AFFORDINGCOVERAGE NAIC# Atlanta, GA 30305 -2886 INSURER Westchester Fire Insurance Company 10030 INSURED INSURER B: Greenwich Insurance Company 22322 Roper Technologies, Inc; A Parent Company INSURER C : Commerce & Industry Insurance Company 19410 TransCore, LP INSURER D: XL Insurance America, Inc. 24554 9440 Carroll Park Dr., Ste 150 INSURER E : XL Specialty Insurance Company 37885 San Diego, CA 92121 INSURER F: Zurich American Insurance Co 16535 COVERAGES CERTIFICATE NUMBER: 12881596 REVISION NUMBER: See below 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INS° WVD POLICY NUMBER (MM/DD!YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 671109045001 04/01 /2018 04/01 /2019 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS -MADE X OCCUR PREMISES (Ea occurrence) $ 500,000 X Contractual Liability r Y RI SK i,' ME EXP (Any one person) 5 10,000 .- � T I& ( 1 PER SO NA L & ADV INJ URY 5 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: BY ��, GENERAL AGGREGATE $ 5,000,000 POLICY X JECT LOC DATE "' ' ` — PRODUCTS - COMP /OP AGG $ 3,000,000 OTHER: WAIVER N/ YES $ B AUT OMOBILE LIABILITY RAD943776502 04/01/2018 04/01/2019 {Ea a deD SINGLE LIMIT $ 2,000,000 X ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS X HIRED x NON -OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) _ x $25,000 Com X $25,000 Coll $ C X UMBRELLAUAB X OCCUR 28189488 04/01/2018 04/01/2019 EACH OCCURRENCE $ 25,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 25,000,000 DED X RETENTION $ $25,000 $ WORKERS COMPENSATION 04/01/2018 04/01 /2019 x STA UrE OTH D AND EMPLOYERS' LIABILITY Y / N RWD300109702 (AOS) ANYPROPRIETOR/PARTNER /EXECUTIVE RWR300109802 (AK,WI) 04/01/2018 04/01/2019 E.L. EACH ACCIDENT $ 1,000,000 E OFFICER/MEMBEREXCLUDED7 N/A ( ) (Mandatory in NH) I E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ F Crime - Employee Dis /Fid Bond FID 2874652 18 04/01/2018 04/01/2019 $10,000,000 Crime - Empl Dis - Client Prop Iriduded DESCRIPTION OF OPERATIONS I 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 written contract, subject to policy terms, conditions, and exclusions. CERTIFICATE HOLDER CANCELLATION Monroe County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Engineering Services THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Judith S. Clarke, P.E. Director of En 9 9 ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West, FL 33040 AUTHORIZED REPRESENTATIVE 1 90 The ACORD name and logo are registered marks of ACORD ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) CID: 20674 SID: 12881596 Certificate of insurance (Con't) OTHER Coverage INSR TYPE OF INSURANCE ADDL VWD POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMIT LTR INSR SUBR (MM/DD/YY) (MM/DD/YY) Professional Liability (E &O) 013099524 04/01/2018 04/01/2019 $10,000,000 Claims Made Certificate of Insurance -Con't