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Item C34BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: June 19, 2013 Division: Public WorksMa sneering Bulk Item: Yes X No Department:-Eggineering Services Staff Contact Person/Phone #: Judy Clarke X4329 AGENDA. ITEM WORDING: Approval of Agreement for Traffic Signal Maintenance Agreement with Keys Energy Services, Inc. (KEYS) to provide certain repair and replacement services for traffic signal lighting. This agreement will replace and supersede the prior written agreement dated December 2000 and all amendments pertaining to stated agreement. The maintenance portion of the contract is paid with FDOT funds. ITEM BACKGROUND: KEYS is Monroe County's maintenance contractor for traffic signals in the Lower Keys. The previous Maintenance Agreement, dating back to 2000, was determined to be cumbersome and excessive in requirements. This agreement is meant to streamline the payment procedure. PREVIOUS RELEVANT BOCC ACTION: BOCC approved the Traffic Signal and Street Light Maintenance Agreement with City Electric System (CES) in December 2000; BOCC approved first amendment to the Traffic Signal and Street Light Maintenance Agreement in April 2001, BOCC approved the Traffic Signal Maintenance and Compensation Agreement Contract #A-PP06 with FDOT in May 2010. BOCC approved amendment two to the KES agreement on April 20, 2011. BOCC approved amendment three to the KES agreement in May 2011. CONTRACT/AGREEMENT CHANGES: Streamlines and eliminates excessive paperwork submitted for payment; still provides the Clerk's office and FDOT with essential paperwork required by each agency. Allows for CPI adjustments. STAFF RECOMMENDATIONS: Approval as requested above. TOTAL COST: $7,100.00 INDIRECT COST: BUDGETED: Yes X No DIFFERENTIAL OF LOCAL PREFERENCE: N/A COST TO COUNTY: +/- 650.00 SOURCE OF FUNDS: FDOT/ Monroe Cog= REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year P) tv-- APPROVED BY: County Atty ' ONO/Purchasing Risk Management DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Keys Energy Services Contract # Effective Date: 07-01-2013 Expiration Date: 06-30-2014 Contract Purpose/Description: Provide certain repair and replacement services for traffic signal lighting New contract re laces and supersedes rior agreement dated December 2000 Contract Manager: Judy Clarke 4329 Engineering/#1 (Name) (Ext.) (Department/Stop #) for BOCC meetin on 06-19-13 Agenda Deadline: 06-04-13 CONTRACT COSTS Total Dollar Value of Contract: $ 7,100.00 Current Year Portion: $ 0 Budgeted? Yes® No ® Account Codes: - - - - Grant: $ 6,477.00 - - - County Match: $ 0 - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $1200/yr For: material (Not included in dollar value above) �(� eg. maintenance, utilities, janitorial, salaries, e CONTRACT REVIEW Ch es Date Out Date In Ne vie Division Director Ye Risk Management Yes® No O.M.B./Purchasing l _ q - �3 Yes[] NoM CL,,:�Lct�-- �S' -q -13 County Attorney Yes®NoE] L a r���C E `[�-i y l./r, ,,4t'\ tj B " Comments: OMB Form Revised 2/27101 MCP #2 AGREEMENT FOR TRAFFIC SIGNAL LIGHT MAINTENANCE This agreement, is made this day of , 2013, by and between Keys Energy Services, a government corporation created by a special act of legislature of the State of Florida, herein called "KEYS", acting through the Utility Board of the City of Key West, Florida, and the Board of County Commissioners of Monroe County, Florida, a political subdivision of the State of Florida, herein called "COUNTY". WHEREAS, The COUNTY desires that KEYS provide certain repair and replacement services for traffic signal lighting, more specifically described in Schedule "A" attached hereto; and WHEREAS, KEYS, at the request and direction of the COUNTY, is willing to provide such repair and replacement services; and WHEREAS, KEYS represents that it is professionally and technically capable of maintaining the COUNTY'S existing traffic signal lighting and any that may be installed in the future; and WHEREAS, This Agreement addresses the repair and replacement services for traffic signal lighting; the periodic reimbursement to KEYS for materials used and the annual payment to KEYS for maintenance services; IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows 1. KEYS shall provide repair and replacement services for the traffic signal lighting facilities described in Schedule "A". The authority and request for this work is evidenced by this Agreement. 2. KEYS will repair, maintain or replace as necessary all traffic signal infrastructures with comparable equipment and parts. Such repair and replacement services may include materials issued from KEYS inventory or purchased from vendors, for which KEYS will be reimbursed, as explained in #7 below. 3. KEYS will only install upgraded materials or equipment with the written advance notice to the COUNTY'S designated representative, as indicated in #16 below. Upon annual inspection of facilities KEYS will notify the COUNTY, when practical, of planned repairs and/or upgrades for the COUNTY to budget accordingly for the upcoming budget year based on KEYS operational experience and/or to meet industry standards. In the case of emergency repairs, when advance written notice cannot be obtained, KEYS will utilize materials or equipment it determines most suitable to complete necessary repairs. Written notification of the use of upgraded materials or equipment shall be sent to the COUNTY as soon as practical after the emergency work is completed. Materials and equipment used in conjunction with such upgrades will be included in the invoice for reimbursement, as explained in #7 below. Upgraded materials and/or equipment shall provide equal or better performance than that which it replaces. During this restoration KEYS is not responsible for costs associated with traffic control assistance from law enforcement officers and will submit any applicable invoices to the COUNTY for payment for this service. 4. For repairs and/or replacement of infrastructure as a result of 3rd party damage, KEYS will invoice the COUNTY for actual labor, material and transportation costs, along with applicable overhead rates. KEYS establishes overhead rates annually in conjunction with the budget Traffic Signal Maintenance Agreement Page 1 of 7 process. KEYS will supply the COUNTY with these overhead calculations upon acceptance of the annual budget and update the COUNTY if there are changes to the overhead rates. 5. For repairs and/or replacement of infrastructure resulting from a natural disaster such as tropical storm and/or flood damage, KEYS will remove any roadway obstruction at these locations and coordinate the restoration and repair of infrastructure using a traffic signal contractor whom has a pre -storm season contract with KEYS. KEYS will invoice the COUNTY for actual labor, material and transportation costs, along with applicable overhead rates and all contractual costs associated with this restoration. During this restoration KEYS is not responsible for costs associated with traffic control assistance from law enforcement officers and will submit any applicable invoices to the COUNTY for payment for this service. 6. KEYS will maintain an adequate inventory of material, equipment and replacement parts to repair the facilities described in Schedule "A". 7. KEYS will render an invoice on a quarterly basis for materials issued from inventory or purchased from vendors to maintain, repair or replace the facilities in Schedule "A". Such invoice will include an itemized cost of the materials using the average costing method of accounting for inventory or a copy of the vendor invoice, plus the overhead charges. Annually, on June Vt [beginning June 1, 2014], KEYS will invoice the BOCC in arrears for the annual maintenance for the preceding July tat to the current June 30th. The amount of the annual payment for the period July 1, 2013 to June 30, 2014 will be $6,000. The payment terms will be 30 days. The COUNTY will pay invoices pursuant to the Local Government Prompt Payment Act FS 218.70. 8. Future annual maintenance charges will be adjusted by the CPI using the month of April prior to the renewal date. The CPI table used will be the US Department of Labor; Bureau of Labor Statistics; CPI-AII Urban Consumers; Not Seasonally Adjusted; Miami -Fort Lauderdale. The current link for the CPI database is htt data.bls. ov timeseries CUURA320SA07data tool =125252522FaG%25252522&out u t view=pct 12�ths. The CPT adjustment will be limited to no less than 0% and no more than 3%. 9. Any invoice amounts that are in dispute will be resolved pursuant to the Local Government Prompt Payment Act FS 218.76 Improper Payment Request or Invoice Resolution of Disputes. 10. KEYS shall maintain the traffic signal lighting in accordance with the International Municipal Signal Association [IMSA] Traffic Signal Maintenance Handbook, the Manual on Uniform Traffic Devices [MUTCD]. Maintenance services shall be provided in a reasonable, prudent and timely manner. Any and all documentation required evidencing compliance with such standards, including logs, will be maintained by KEYS and remain the property of KEYS. In an event the County is audited by FDOT and upon request from the County, KEYS will provide copies of appropriate documentation. 11. The parties of the Agreement stipulate that each is a governmental agency and represents to the other that it has purchased suitable public liability, vehicle liability and worker's compensation insurance, or is self -insured, in the amounts adequate to respond to any and all acceptable claims. 12. Indemnification: The COUNTY, as a political sub -division of the State of Florida, as defined in Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits against either KEYS or the COUNTY, and agrees to be liable to the statutory Traffic Signal Maintenance Agreement Page 2 of 7 limits for any damages proximately caused by said acts or omissions, or intentional tortious acts 13. KEYS agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous actions, which result in claims or suits against either County or City, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortious acts. 14. Nothing contained in this Section shall be construed to be a waiver by either party of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either party to be sued by third parties in any matter arising out of this or any other Agreement. 15. Changes to facilities included on Schedule "A" may be made with a written letter agreement signed by KEYS CM/CEO and Designated County Representative. Such letter may change the annual maintenance charge, as explained in #9 above, which shall require approval of the COUNTY. 16. KEYS responsibilities under this Agreement do not include any obligation to construct new facilities, to monitor the contractors working on the facilities or the effectiveness of the facilities or to assume liability or responsibility for the control of traffic. Neither does KEYS have any responsibility for making decisions, judgments, or planning, regarding traffic safety, location of traffic signals, or any other matters that lie within the duties and obligations of the COUNTY as a governmental entity to help protect the health and welfare of the citizen's of Monroe County, Florida and the traveling public. 17. The term of this agreement shall commence on the 1st day of July, 2013 and extend to the 30th day of June, 2014, with automatic one year renewals upon the same terms and conditions unless either party notifies the other in writing of its intent not to renew the agreement at least ninety [90] days prior to expiration. 18. KEYS designates the Director of Transmission and Distribution and/or the Transmission and Distribution Supervisors as the authorized representative to administer this Agreement for KEYS. 19. The COUNTY designates the Director of Engineering as the authorized representative to administer this Agreement for The COUNTY. 20. This is the entire Agreement between the parties, superseding all prior oral or written agreement or negotiations, and no alterations or modifications or amendments to this Agreement shall be valid unless the same is reduced to writing and signed by the parties hereto. This agreement shall be binding on the successors and assignees of the respective parties, and shall be construed in accordance with the laws of the State of Florida, and shall be interpreted without regard to the party or parties deemed to have drafted it. 21. The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 22. KEYS shall not assign or subcontract its obligations underthis agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and KEYS, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns Traffic Signal Maintenance Agreement Page 3of7 and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 23. Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 24. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and KEYS agree that venue shall lie in the 161" Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 25. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and KEYS agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 26. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and KEYS and their respective legal representatives, successors, and assigns. 27. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 28. KEYS and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 29. COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 30. KEYS and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, KEYS and the COUNTY agree that either party shall have the right to terminate this Agreement without liability and, at its Traffic Signal Maintenance Agreement Page 4 of 7 discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 31. KEYS and COUNTY shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by KEYS and COUNTY in connection with this Agreement; KEYS and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by either KEYS or the County. 32. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of KEYS and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for such waiver. 33. Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 34. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County or KEYS in his or her individual capacity, and no member, officer, agent or employee of Monroe County or KEYS shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 35. KEYS will utilize the U.S. Department of Homeland Security's E-verify system, in accordance with the terms governing the use of the system to confirm the eligibility of: a. All person employed by Keys Energy Services, Inc. during the term of this Agreement to perform employment duties within Florida; and b. All persons, including subcontractors, assigned by Keys Energy Services, Inc. to perform work pursuant to this Agreement. Traffic Signal Maintenance Agreement Page 5 of 7 IN WITNESS, THEREOF, the parties hereto have set their hands and seals the day and the year first written above. (SEAL) Attest AMY HEAVILIN, Clerk Bw Deputy Clerk Date: (Seal) Attest: BY:, LynTejada Title: Board Secretary BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By.- Mayor/Chairman UTILITY BOARD OF THE CITY OF KEY WEST, FLORIDA By: 1, i Lou Hernandez Title: Board Chairman MONROE COUNTY ATTORNEY APPROVED AS TO FORM: �/� 6 07-414 CHRISTINE M. LIMBERT-BARROWS ASSISTANT COUNTY ATTORNEY Date r Y f -- Traffic Signal Maintenance Agreement Page 6 of 7 SCHEDLUEA TRAFFIC SIGNALS/INTERSECTION CONTROL BEACON/FIRE STATION BEACON Cross Street, Stock Island /US 1 MacDonald Avenue, Stock Island/US 1 Crane Boulevard, Sugarloaf/US 1 Key Deer Boulevard, Big Pine/US 1 Sugarloaf Boulevard, Sugarloaf (1CB) Watson Field, Big Pine Key, Watson Boulevard (ICB) Crane Boulevard Flashing Advance Signs 3rd Street, Stock Island /US 1 (Fire Station Beacon) Emerald Drive, Big Coppitt/US 1 (Fire Station Beacon) Traffic Signal Maintenance Agreement Page 7 of 7 AGREEMT FOR TRAFFIC SIGNAL AND STREET LIGHT MAINTENANCE THIS AGRr:EMENT is entered into this%day of A�. 200k by And between MONROE COUNTY, a political subdivision of the State of Florida, whose address Is Public Service Building, 5100 College Road, Key West, FI 33040 jhwreaftr County], and CITY ELECTRIC SYSTEM, a governmental corporation created by a special act of the State legislature, whose address is 1001 James Street, Key west, F133040 [hereafter CES]. WHEREAS, the County is responsible for maintaining certain traffic signals and street lights on Stock Island and Big Pine, Florida; and any future traffic signals or street fights that maybe added within the CES servloe area, and WHEREAS, CES represents that it Is professionally and technic* capable of maintaining the Stack Island and Big Pine track signals and street lights and any future traftc signals or street lights that may be added desires to do so; now therefore. IN CONSIDERATION of the mutual promises and covenants set forth below, On. parties agree as kdlows: 1. a] CSS shall, when requested by the County, maim Wn the traffic signals and street lights located or Stock Island and Big Piro. The traffic signals and stred lights that we to be maintained pursuant to this agreement are more particularly described in Exhibit A which is attached to this agreer+nent and made a pact of t. The manternance services must be provided in a reasonable, prudent and timely manner. b]The COUNTY shall pay CES $100'peryear for this mahkmance serAm described In subparagraph 1a] In advance on or before January V of each year this agreement remains in effect. 2. CES agrees to famish the parts and labor necessary to perform the maintenance services described In subparagraph 161 at no additional cast beyond the price set forth in subparagraph 1b]. E=Wt, hawww, the COUNTY will reimburse CES its cost In purchasing and installation of Pries. Foundations, Cabinets, Controllers, Signals Pleads, Conductors ,Conduit and any Computerized equipment and any additional equipment or material necessary to complete the request ofthe COUNTY. In orderto be reimbursed CES roust provide an Invoice slowing its cost in a fom:at satisfactory to the County Clerk of the Circuit Court. 3. a] CES's maintenance responsibilities under this agreement do not Include any obligation to construct new facilities, or to assume any liability or responsibility for the control of traffic, except as required to provide the maintenance services required by subparagraph 1a]. Neither does CES have any responsibility for matting decisions, judgments, or planning, regarding traffic safety, location of traffic signals, and street lights, the kinds and types of such devised purchased by the County, computer hardware and software to operate such equipment, or any other matters that lie within the duties and obligations of the County as a govemmental entity to help protect the health safety, and welfare of the c i im s of Monroe County and the traveling public. CES is responsible for compliance with standard traffic procedures required by the Florida Department of Transportation while performing the maintenance services required by subparagraph 1a] b] Nothing In this agreement may be construed to reduce the obligation of the County to provide for the operation of the traffic signals and street lights and the parties specifically agree that CES, by entering into this Agreement, does not assume and is not obligated to assume any responsibility for the operation and control of the signals and lights. 4. The parties to this agreement stipulate that each is a govemmental agency as defined by Florida Statutes and represents to the other that it has purchased suitable Public Liability, Vehicle Liabl ty, and Workers' Compensation insurance, or is self -insured, in amounts adequate to respond to any and all claims within the limitations or FS 768.28 and 440, arising out of the activities governed by this agreement. Each party shall be responsible for any acts of negligence on the part of its employees, agents, contractors and subcontractors and shall defend, indemnify and hold the other party harmless from all claims arising out of such actions to the extent authorized by FS 768.28 6. The initial term of this agreement is from January 1, 2000 until September 30,2001 with automatic renewal on October 1. of each year after 2001 unless either party notifies the other in writing on or before July 1 of its intent not to renew the agreement as of October 1. 6. this is the entire agreement between the parties, superseding all prior oral or written agreements or negotiations, and no alteration or modification or amendment to this agreement shall be valid unless the same be reduced to writing and signed by the parties hereto. 1 7. This agreement shall be binding on the sucoessom and assigns of the respective parties, and shad be construed in accordance with the laws of the State of Florida, and shall be interpreted without regard to ve drafted it [SEAL) ATTEST. ties hereto have set their hands and seats rritteen. BOAR© OF COUNTY COMMISSIONERS ey Mayor/Chairperson CITY ELECTRIC SYSTEM la 1'idee[ tea= IVi Lr .. a� ( � IS ro' pt.V oarZ N43v-27-00 11:06A MCPW ENG/CONST MGT 30Sy-28�+8p7S P.d2 2 4 I Z. 4 7 a EXIMIT "A" LIST Cr- V?c- -S�_-tp Awo -5r�Z t lWT3� Anuomi g4AWs . (=n-r AJW ArZro .: A&twou 11 3 im ' VMM7'`�" �5� L. }RAJ - 4=:L ►�)) at of l- , Labot-A a� �l"mu r-8.7fie , K Al rcDz 14 w- r qyo L4 'S *'x• CLERK'S ORIGINAL Amendment to Agreement (Traffic Signal and Street Light Maintenance) This amendment to agreement is made and entered into this g► day of Pri 1. , 2001, between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida (County) and CITY ELECTRIC SYSTEM, a governmental corporation (CES), in order to amend that certain agreement approved by the County on December 13, 2000, as follows: 1. Section 5 is amended to read as follows: "The initial term of this agreement is from January 1, 2001 until September 30, 2001 with automatic renewal on October 1 of each year after 2001, unless either party notifies the other in writing on or before July 1 of its intent not to renew the agreement as of October 1st." 2. in all other respects, the original agreement between the parties remains in full force and effect. (Seal) Attest: .. r ..— _ _ .....__ _ -- - • e parties have hereunI set their hands and Bove. BOARD OF COUNTY COMMISSIONERS 0 MONROE COUNTY, FLORIDA Mayor/Chairman CITY ELECTRIC SYSTEM STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, / 750-010-22 TRAFFIC SIGNAL MAINTENANCE AND COMPENSATION AGREEMENT TRAFFIC OPERATIONS onus Page 1 of 6 `bf-- CONTRACT NO FINANCIAL PROJECT NO F.E.I.D. NO THIS AGREEMENT, made and entered into this -7, 1 day of 11 ��qby and between the Florida Department of Transportation, an agency of the State of Florida, herein calle the "Department", and Monroe County Florida, herein called the "Maintaining Agency". A-PP06 405576-1-88-03 VF596-000-749-099 WITNESSED: WHEREAS, the Maintaining Agency has the authority to enter into this Agreement and to undertake the maintenance and operation of traffic signals or signal systems on the State Highway System, and the Department is authorized under Sections 334.044 and 335.055, Florida Statutes, to enter into this Agreement, and; WHEREAS, the Maintaining Agency has authorized its undersigned representative to enter into and execute this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein to be undertaken by the respective parties hereto, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties mutually agree and covenant as follows: 1. The Maintaining Agency shall be responsible for the maintenance and continuous operation of the traffic signals, traffic signal systems (central computer, cameras, message signs, modems, and communications interconnect), flashing school zone traffic control devices, intersection control beacons, warning beacons, illuminated street name signs, and the payment of electricity and electrical charges incurred in connection with operation of such traffic signals and signal systems upon completion of their installation. The Department agrees to pay to the Maintaining Agency, an annual compensation based on Department's fiscal year for the cost of the maintenance and continuous operation of full traffic signal locations and intersection control beacons as identified in Exhibit A. Warning beacons, emergency signals, and flashing school zone signals are not included. Payments will be made in accordance with Exhibit B. Should the Maintaining Agency withdraw from the compensation portion of this Agreement; the Maintaining Agency will still be responsible for the maintenance and continuous operation of the above items. In the case of construction contracts, the Maintaining Agency shall be responsible for the payment of electricity and electrical charges incurred in connection with the operation of the traffic signals and signal systems, and shall undertake the maintenance and continuous operation of said traffic signals and signal systems upon final acceptance of the installation by the Department. Prior to any acceptance by the Department, the Maintaining Agency shall have the opportunity to inspect and request modifications/corrections to the installation(s) and Department agrees to undertake those prior to acceptance so long as the modifications/corrections comply with the contract and specifications previously approved by both the Department and Maintaining Agency. Repair or replacement and other responsibilities of the installation contractor and the Department, during construction, are contained in the Department's Standard Specifications for Road and Bridge Construction. 2. The Maintaining Agency shall maintain and operate the traffic signals and signal systems in a manner that will ensure safe and efficient movement of highway traffic and that is consistent with maintenance practices prescribed by the International Municipal Signal Association (IMSA) and operational requirements of the Manual on Uniform Traffic Control Devices (MUTCD), as amended. The Maintaining Agency's maintenance responsibilities shall include, but not be limited to, preventive maintenance (periodic inspection, service and routine repairs), and emergency maintenance (trouble shooting in the event of equipment malfunction, failure, or damage). The Maintaining Agency shall record its maintenance activities in a traffic signal maintenance log. 3. The Maintaining Agency may remove any component of the installed equipment for repair; however, it shall not make any permanent modifications and/or equipment replacements unless the equipment provided is capable of performing at minimum the same functions. The Department shall not make any modifications and/or equipment replacements without prior written notice to and consultation with the Maintaining Agency. 4. The Maintaining Agency shall set and maintain the timing and phasing of the traffic signals in accordance with the Department's timing and phasing plans, specifications, or special provisions. The Maintaining Agency shall obtain prior written approval from the Department for any modification in phasing of signals. Signal Systems timings (cycle length, split, offsets) are considered operational changes and may be changed by the Maintaining Agency to accommodate changing needs of traffic. The Maintaining Agency may make changes in the signal timing provided these changes are made under the direction of a qualified Professional Engineer registered in the State of Florida. The Maintaining Agency shall make available a copy of the timings to the Department upon request. The Department reserves the right to examine equipment, timing and phasing at any time and, after consultation with the Maintaining Agency, may specify modifications. If the Department specifies modification in timing and/or phasing, implementation of such modifications shall be coordinated with, or made by, the Maintaining Agency. 5. The Maintaining Agency shall note in the maintenance log any time/phasing changes and keep a copy of the timings and any approval documentation in a file. 750-010-22 TRAFFIC OPERATIONS 07/09 Page 2 of 6 6. The Maintaining Agency and the Department will develop annually the Exhibit A which by this reference is made apart of this Agreement as though fully set forth herein. Exhibit A shall contain all existing traffic signals and intersection control beacons on the State Highway System, applicable to the jurisdiction of the Maintaining Entity, those that are maintained by the Maintaining Agency and those that are maintained but not included for compensation. No changes or modifications will be made to Exhibit A during the year for compensation. New signals and intersection control beacons added by the Department during the fiscal year shall be maintained and operated by the Maintaining Agency upon final acceptance as stated in paragraph 1. The Maintaining Agency and the Department, preceding each fiscal year, shall develop and execute a new Exhibit A, which shall include all new Department signals and intersection control beacons added during the previous fiscal year and delete those removed. The Maintaining Agency shall begin receiving compensation for new Department's signals and intersection control beacons in the next fiscal year. In the event that no change has been made to the previous year's Exhibit A, a statement to this effect should be included. The annual compensation will be a lump sum payment detailed in Exhibit B. Future payments will be based on the information provided in Exhibit A, in accordance with the provisions as detailed in Exhibit B, attached and made a part hereof. a) Payment shall be made only after receipt and approval of service. b) Payment shall be made in accordance with Section 215.422, Florida Statutes. c) Bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper pre -audit and post -audit thereof. d) Record of costs incurred under terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for three (3) years after final payment for the work pursuant to this Agreement is made. Copies of these documents and records shall be furnished to the Department upon request. Record of costs incurred include the Maintaining Agency's general accounting records, together with supporting documents and records of the Maintaining Agency and all subcontractors performing work, and all other records of the Maintaining Agency and subcontractors considered necessary by the Department for proper audit of costs. 7. Maintaining Agency providing goods and services to the Department should be aware of the following time frames. Upon receipt, the Department has five (5) working days to inspect and approve the goods and services, unless the Agreement specifies otherwise. The Department has twenty (20) days to deliver a request for payment (voucher) to the Department of Financial Services. The twenty (20) days are measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved. 8. If a payment is not available within forty (40) days, a separate interest penalty at a rate as established pursuant to Section 215.422, Florida Statutes, shall be due and payable, in additional to the invoice amount, to the Maintaining Agency. Interest penalties of less than one (1) dollar shall not be enforced unless the Maintaining Agency requests payment. Invoices returned to a Maintaining Agency because of Maintaining Agency preparation errors shall result in a delay in the payment. The invoice payment requirements do not start until a property completed invoice is provided to the Department. 9. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for contractors/vendors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 410-9724 or by calling the State Comptroller's Hotline, 1-800-848-3792. 10. An entity or affiliate who has been placed on the discriminatory vendor list 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, contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity. 11. 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 placed on the convicted vendor list. 12. The Department shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the contractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Agreement. 13. The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. In the event this Agreement is in excess of $25,000 and has a term for a period of more than one year, the provisions of Section 339.135(6)(a), Florida Statutes, are hereby incorporated: ) s 750-010-22 TRAFFIC OPERATIONS 07/09 Page 3 of 6 (a) 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 shall be 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 one year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years, and this paragraph shall be incorporated verbatim in all contracts of the Department which are for an amount in excess of $25,000 and which have a term for a period of more than one year. 14. The Maintaining Agency may be subject to inspections of traffic signals and traffic signal. systems by the Department. Such findings will be shared with the Maintaining Agency and shall be the basis of all decisions regarding payment reduction, reworking, Agreement termination, or renewal. If at any time the Maintaining Agency has not performed the maintenance responsibility on the locations specified in the Exhibit A, the Department shall have the option of (a) notifying the Maintaining Agency of the deficiency with a requirement that it be corrected within a specified time, otherwise the Department shall deduct payment for any deficient traffic signal(s) or intersection control beacon(s) maintenance not corrected at the end of such time, or (b) take whatever action is deemed appropriate by the Department. Any suspension or termination of funds does not relieve any obligation of the Maintaining Agency under the terms and conditions of this Agreement. 15. The Maintaining Agency may enter into agreements with other parties pertaining to traffic signals and signal systems including, but not limited to, agreements relating to costs and expenses incurred in connection with the operation of traffic signals and signal systems on the State Highway System, provided that such Agreements are consistent with the mutual covenants contained in this Agreement. The Maintaining Agency shall furnish a copy of such agreements to the Department. 16. This Agreement may not be assigned or transferred by the Maintaining Agency in whole or in part without consent of the Department. 17. The Maintaining Agency shall allow public access to all documents, papers, letters, or other material subject to provisions of Chapter 119, Florida Statutes, and made or received by the Maintaining Agency in conjunction with this Agreement. Failure by the Maintaining Agency to grant such public access shall be grounds for immediate unilateral cancellation of this Agreement by the Department. 18. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof. Any failure to enforce or election on the part of the Department to not enforce any provision of this Agreement shall not constitute a waiver of any rights of the Department to enforce its remedies hereunder or at law or in equity. 19. This Agreement shall remain in force during the life of the original installed equipment and/or the life of any replacement equipment installed with the mutual consent of the parties hereto. 20. Upon execution, this Agreement cancels and supersedes any and all prior Traffic Signal Maintenance Agreement(s) between the parties. 21. This Agreement contains all the terms and conditions agreed upon by the parties. IN WITNESS WHEREOF, the parties have caused these presents to be executed, tl e day Monroe Co FI rida STATE OF F,IORID intaini gency p�� By: Authorized Si natu year first above written. OF TRANSPORTATION g (Authorized Signature) Prin ype Name: Sylvia J. Murphy P,it/TyGus Pego, P.E. Title: Mayor/Chairman APR 2 1 ZD.ritle-�istrC�tScretary Attest: (Seal if Applicable) Rev' wed: L Aft.: sv o ey Date r 750-010-22 TRAFFIC OPERATIONS 07/09 Page 4 of 6 — Exhibit A EXHIBIT A TRAFFIC SIGNAL INTERSECTIONS AND INTERSECTION CONTROL BEACONS MAINTAINED AND OPERATED FOR FY 10-11 Effective Date: 7[1110 To: (/ p Maintaining Agency: Monroe County Intersection Locations Compensation Yes or No Traffic Signal (TS) or Intersection Control Beacon ICB FDOT FY Unit Rate (refer to Exhibit B Percent of State (Ex. 25, 33, 50, 75 or 100 Total Amount (Unit Rate x Percent Cross Street, Stock Island / US 1 Yes TS $2,622 0.67 $1,756.74 MacDonald Avenue / US 1 Yes TS $2,622 0.67 $1,756.74 Key Deer Boulevard / US 1 Yes TS $2,622 0.50 $1,311.00 Ocean Drive, Tavernier/ US 1 Yes TS $2,622 0.50 $1,311.00 Atlantic Boulevard / US 1 Yes TS $2,622 0.50 $1,311.00 Tradewinds, Tarpon Basin Drive / US 1 Yes TS $2,622 0.50 $1,311.00 Crane Boulevard / US 1 Yes TS $2,622 0.67 $1,756.74 750-010-22 TRAFFIC OPERATIONS 07/09 Page 5 of 6 Total Lump Sum $10,514.22 1 certify that the above traffic signals will be maintained and operated in accordance with the requirements of the Traffic Signal Maintenance and'Compensation Agreement. For satisfactory completion of all services detailed in this Agreement for this time pe ' the ment will pay the Maintaining Agency a Total Lump Sum of $10,514.22. APR 2 1 20f0 MaiKtaiofng Age Date (strict Tra Ic era ' n ngineer Date 5,,DiNPOE COUNTY ATTOFINEY , sEAL) YLK CLERK APPROVED AS To f: Y DEP0T CLF-PK A. HEJ TON E`( T r.' �%'sf d 1.0 2.0 750-010-22 TRAFFIC OPERATIONS 07/09 Page 6 of 6 EXHIBIT B TRAFFIC SIGNAL MAINTENANCE AND COMPENSATION AGREEMENT PURPOSE This exhibit defines the method and limits of compensation to be made to the Maintaining Agency for the services described in this Agreement and in Exhibit A and Method by which payments will be made. Xi0 _ • For the satisfactory completion of all services detailed in this Agreement and Exhibit A of this Agreement, the Department will pay the Maintaining Agency the Total Lump Sum in Exhibit A. The Maintaining Agency will receive one lump sum payment at the end of each fiscal year for satisfactory completion of service. Total Lump Sum Amount for each fiscal year is calculated by adding all of the individual intersection amounts. The individual intersection amounts are calculated by taking the FY Unit Rate times the percent of State Road Approaches to Total Approaches. Intersection Control Beacons are paid at 25% of the Unit Rate for full traffic signal. Example 1: For a traffic signal intersection with 4 approaches with 2 approaches (50%) being state roads, the intersection amount for FY 10-11 will be: $2,622 x (2/4) = $1,311 Example 2: For an intersection control beacon with 3 approaches, with 2 approaches being state roads, the intersection amount for FY 11-12 will be $675 x (2/3) = $450 Unit Rates per 100% State Intersections Traffic Signals: FY 07-08 $2,400 08-09 $2,472 09-10 $2,546 10-11 $2,622 11-12 $2,701 12-13 $2,782 Intersection Control Beacons: $0 $0 $0 0.25 x $2,622 = $656 0.25 x $2,701 = $675 0.25 x $2,782 = $696 Beginning with FY 07-08, the Unit Rate for each fiscal year is 3% more than the Unit Rate for the previous fiscal year, unless otherwise specified in an amendment to this Agreement. 3.0 PAYMENT PROCESSING The Maintaining Agency shall invoice the Department yearly in a format acceptable to the Department. AMENDMENT TWO TO TRAFFIC SIGNAL AND STREET LIGHT MAINTENANCE AGREEMENT This amendment to agreement is made and entered into this C) A day of 2011, between MONROE COUNTY, FLORIDA, a political subdivision of tLe State of Florida (County) and KEYS ENERGY SERVICES, INC., a governmental corporation (KES), in order to amend the agreement approved by the County on December 13, 2000 and amended on April 18, 2001 as follows: 1. City Electric System (CES) is amended to read Keys Energy Services, Inc. (KES); 2. Section (1 a) is amended to read: KES shall maintain the traffic signals, flashing fire station signals, flashing signs and street lights located within the unincorporated portions of the KES service area, for which Monroe County is responsible for providing maintenance; the maintenance services must be provided in a reasonable, prudent and timely manner. Maintenance services shall include, but not be limited to activities consistent with the International Municipal Signal Association (IMSA) Traffic Signal Maintenance Handbook, the Manual on Uniform Traffic Control Devices (MUTCD) and applicable portions of the State of Florida Department of Transportation Traffic Signal Maintenance and Compensation Agreement with Monroe County, Contract No. A-PP06, a copy of which is attached. 3. Section (lb) is amended to read: The County shall pay KES 50% of the compensation received from FDOT for signals within the KES service area under Contract No. A-PP06; payment shall be made for the preceding year (July 1 to June 30) on or before June 30t' of each year this agreement remains in effect. 4. This Amendment is effective retroactively to May 21, 2010. In all other respects, the original agreement and amendment, not inconsistent herewith, between the parties remains in full force and effect. The parties have hereunto respectively executed and sealed this Agreement on the date as set forth below. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: DANNY L. KOLHAGE, Clerk OF MONROE C,-OIVNTY, FLORIDA By: By: Deputy Clerk Mayor/Chairman Date: 41 ZD / 20 r 1 (Seal) Attest: By: -- eel LLa I Date: MCA 24, Zbj j KEYS ENERGY SERVICES, INC. By: Title: R cob APPR?N/F.") !--,S TO FORIM: '�PR15TINE M. UR43ERT-BiGAROWS ASSISTANT COUN",-Y ATTORNEY Data AMENDMENT THREE TO TRAFFIC SIGNAL AND STREET LIGHT MAINTENANCE AGREEMENT This amendment to agreement is made and entered into this 2 day of , 2011, between MONROE COUNTY, FLORIDA, a political subdivision of the Sta e of Florida (County) and KEYS ENERGY SERVICES, INC., a governmental corporation (KES), in order to amend the agreement approved by the County on December 13, 2000 and amended on April 18, 2001 and April 20, 2011 as follows: The following is added to the Agreement: Keys Energy Services, Inc. agrees to utilize the U.S. Department of Homeland Security's E- verify system, in accordance with the terms governing use of the system, to confirm the employment eligibility of: 1. All person employed by Keys Energy Services, Inc. during the term of this Agreement to perform employment duties within Florida; and 2. All persons, including subcontractors, assigned by Keys Energy Services, Inc. to perform work pursuant to this Agreement. In all other respects, the original agreement and amendment, not inconsistent herewith, between the parties remains in full force and effect. hereunto respectively executed and sealed this Agreement on the date as set S BOARD OF COUNTY COMMISSIONERS NY L. KOLHAGE, Clerk OF MONROE COUNTY, FLORIDA ,r. y � By: Deputy Clerk Mayor/Chairman Date: �— f (Seal) Attest: B y: Title: Flft tk t R 6(4 T 1 Date: I1 1 VA 1 KEYS ENERGY SERVICES, INC. By: 6 Title: G I ' ( I CED APPRQ'/L-1.; AS TO FORM: CH41 i JNF- fi. e IiV BEE T-BARF'+UVS ASSISTANT COUNTY ATTOt P EY ®ate