HomeMy WebLinkAboutCity of Tamarac Resolution R-2016-073C
Temp Reso #12813
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July 13, 2016
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. 2016 - 4-12
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A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA, APPROVING THE RENEWAL AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT WITH AMERICAN TRAFFIC
SOLUTIONS, INC., ATTACHED HERETO AS EXHIBIT "A" AND
INCORPORATED HEREIN; AUTHORIZING AND DIRECTING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE ALL DOCUMENTS
NECESSARY TO EFFECTUATE THE INTENT OF THIS RESOLUTION;
PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY;
PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, On November 14, 2012, the City and American Traffic Solutions, Inc. (ATS)
entered into a Professional Services Agreement, which together with a First and Second Addendum to
such Professional Services Agreement constitute the "Agreement" referred to herein; and,
WHEREAS, On August 26, 2015, the City and ATS entered into the 2015 Amendment to the
Professional Services Agreement to implement certain revised processes for its red light camera
program; and,
WHEREAS, On April 13, 2016, the City and ATS entered into an Initial Term Amendment to
extend the initial term on a month to month basis up to a period of three months; and,
WHEREAS, Section 2.0 of the Agreement provides for the right of the City to renew the term
of the Agreement for two (2) additional, two (2) year periods following the expiration of the Initial
Term; and,
WHEREAS, The parties disagree on the receivables to which ATS is entitled during the Initial
Term relating to the Revenue Neutrality formula associated with the BSO costs and invoices, and seek
to resolve such disagreement through this Amendment; and,
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July 13, 2016
WHEREAS, Section 13.0 of the Agreement states that no modification, amendment or
alteration to the terms or conditions contained in the Agreement shall be effective unless in a written
document executed with the same formality and equal dignity herewith; and
WHEREAS, the City Commission of the City of Tamarac deems it to be in the best interest
of the health, safety, and welfare of the citizens and residents of the City of Tamarac to accept and
execute the Renewal Amendment to the Professional Services Agreement with ATS.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC:
Section 1. The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being
true and correct and are hereby made a specific part of this Resolution upon adoption hereof. All
exhibits attached hereto are incorporated herein and made a specific part hereof.
Section 2. The City Commission of the City of Tamarac, Florida, hereby approves the
Renewal Amendment to the Professional Services Agreement, attached hereto as Exhibit "A" and
incorporated herein.
Section 3. The City Commission of the City of Tamarac, Florida, hereby authorizes and
directs the appropriate City officials to take any and all action necessary to effectuate the intent of this
resolution.
Section 4. All resolutions inconsistent or in conflict herewith shall be and are hereby
repealed insofar as there is conflict or inconsistency.
Section 5. If any section, sentence, clause, or phrase of this resolution is held to be invalid
or unconstitutional by any court of competent jurisdiction, then said holding shall in no way affect the
validity of the remaining portions of this resolution.
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Section 6. This resolution shall become effective upon its passage and adoption by the City
Commission.
PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF TAMARAC,
FLORIDA THIS 1 DAY OF `. citi , 2016.
CITY OF TAMARAC FLORIDA
ATTEST:
PATRICIA TEUFEL, MC
CITY CLERK
=J ..6 `2
DIANE GLAS VICE MAYOR
RECORD OF COMMISSION VOTE:
MAYOR DRESSLER
DIST 1: COMM. BUSHNELL
DIST 2: COMM. GOMEZ
DIST 3: V/M GLASSER
DIST 4: COMM. PLACKO
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM:
X 4�
71� jy�
SAM EL S. GORE
CITY ATTORNEY
Temp Reso # 12813
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July 13, 2016
Exhibit "A"
Renewal Term — Amendment to Professional Services Agreement
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2016 RENEWAL AMENDMENT
TO PROFESSIONAL SERVICES AGREEMENT
This 2016 Renewal Amendment to Professional Services Agreement ("Renewal
Amendment") is dated effective this 19th day of July, 2016 and is entered into between American
Traffic Solutions, Inc. ("ATS" or "Vendor"), a corporation duly registered under the laws of the State
of Kansas with its principal place of business at 1150 N. Alma School Road, Mesa, AZ 85201 and
the City of Tamarac, Florida ("City" or "Customer"), a municipal corporation of the State of Florida
(each individually a "Party" and collectively the "Parties").
RECITALS
WHEREAS, on November 14, 2012, the City and ATS entered into a Professional Services
Agreement, which together with a First and Second Addendum to such Professional Services
Agreement constitute the "Agreement" referred to herein; and
WHEREAS, on August 26, 2015, the City and ATS entered into the 2015 Amendment to the
Professional Services Agreement to implement certain revised processes for its Photo Red Light
Enforcement Program; and
WHEREAS, on April 13, 2016, the City and ATS entered into an Initial Term Amendment to
extend the initial term on a month to month basis up to a period of three months; and
WHEREAS, Section 2.0 of the Agreement provides for the right of the City to renew the term
of the Agreement for two (2) additional, two (2) year periods following the expiration of the Initial
Term; and,
WHEREAS, the parties disagree on the receivables to which ATS is entitled during the Initial
Term relating to the Revenue Neutrality formula associated with the BSO costs and invoices, and
seek to resolve such disagreement through this Amendment; and,
WHEREAS, Section 13.0 of the Agreement states that no modification, amendment or
alteration to the terms or conditions contained in the Agreement shall be effective unless in a written
document executed with the same formality and equal dignity herewith; and
TERMS AND CONDITIONS
NOW THEREFORE, Customer and ATS hereby agree as set forth below:
1. Pursuant to Section 2.0 of the Agreement, the City is hereby exercising its remaining two (2) two
(2) year Renewal Terms, commencing on the date set forth above, which shall terminate July 19,
2020.
2. While the parties disagree that any sums are due and payable from the City to ATS for the Initial
Term, in order to resolve such, ATS shall waive the outstanding accounts receivables of
$352,485.05 it claims are due during the Initial Term relating to underbilling of contracted fees
and the Broward County Sheriffs Office (BSO) costs in operating the City's Photo Red Light
Enforcement Program.
3. The November 14, 2012 Addendum to the Agreement is hereby amended to read as follows:
"The City of Tamarac and ATS agree that for purposes of this Agreement the Broward
County Sheriffs Office annual cost is $214,133 (BSO Costs) to perform duties related to the
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2016 RENEWAL AMENDMENT
TO PROFESSIONAL SERVICES AGREEMENT
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City's Photo Red Light Enforcement Program. ATS's responsibility for the BSO Costs during
the Renewal Term shall be pro -rated based upon the originally intended twenty (20) camera
systems. By way of example, where twelve (12) Camera Systems are installed, seventy-five
percent (75%) of the BSO Costs would factor into the Revenue Neutrality formula set forth in
Section 8 of the Agreement. The pro -rated BSO costs shall be evenly allocated on a
monthly basis to the monthly Vendor invoices. Pursuant to the procedures described in
section 8.3 of the Agreement the Vendor will maintain an accounting of any net balance
owed to Vendor. If the amount of funds collected by City during a monthly billing period
exceeds the amount of Vendor invoices during the same period by the pro -rated BSO Costs
for that month, City shall pay Vendor the total amount due as calculated by section 8.0 of the
Agreement. If the amount of funds collected during a monthly billing period does not exceed
the amount of Vendor invoices during the same period by the pro -rated BSO Costs for that
month, City shall retain the revenue up to the amount of the pro -rated BSO Costs for that
month and pay Vendor the remaining amount of funds collected and defer payment of the
remaining balance. Payments due to Vendor shall be reconciled by applying future funds
collected, first to the accrued balance owing pursuant to this subsection, and then to the
invoice for the current monthly billing period. Accrued balances shall not include any interest
charges. At any time that Vendor invoices, including any accrued balance, are fully repaid,
City will retain all additional funds collected during that monthly billing period.
Notwithstanding anything in the Agreement to the contrary, if at the end of any City fiscal
year, with the City's fiscal year being defined as the period October 1st through September
30th, sufficient funds have not been collected by City to pay any balance due to Vendor
pursuant to this subsection, Vendor agrees to waive its right to recovery of any outstanding
balance. At no time shall ATS be responsible for BSO Costs that are not provided for by the
funds collected by the City from the Photo Red Light Enforcement Program."
Section 7.2 of the Agreement is amended to add the following Section 7.2.1:
7.2.1 Program Suspension: In the event of an adverse decision by a local City magistrate, traffic
court hearing officer, judge, or appellate court, and notwithstanding further appeals or
appellate rights, in lieu of termination pursuant to Section 7.2(A)(i) or (ii), the City may elect
to suspend its Red Light Traffic Signal Enforcement Program while it determines whether
modifications may be made to remedy the effects of such adverse decision and whether
such modifications are possible without increasing costs to the City, or to appeal the adverse
decision. In such event, the period of time of the City's suspension of the Program shall
operate as a deferral of the term of the Program and the term of this Agreement shall be
extended by the time of the suspension. In addition, the City will not be obligated to pay any
fees or payments to CONTRACTOR during such time of the suspension. The times of the
suspension is not a deferral of payment and the time period of the suspension shall be
excluded from the compensation calculations in Section 8.0. Further, any revenue received
by the City during the suspension shall be retained by the City and not be used in the
compensation calculations in Section 8.0 of this Agreement. Finally, should the City
undertake an appeal and a favorable decision is not rendered within eighteen months of the
filing of the appeal, the City has the right to terminate the agreement pursuant to 7.2(A)(i)
and/or (ii).
4. Section 7.3 and subsection 7.3.1 and 7.3.2 of the Agreement are hereby deleted in their entirety
and are replaced with the following:
"Procedures Upon Termination: Notwithstanding any provision in the Agreement to the contrary,
upon Termination of this Agreement at the end of a term, and the Agreement is not renewed, if the
City requests the Vendor to continue to provide services for an orderly wind -down of the City's Photo
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2016 RENEWAL AMENDMENT
TO PROFESSIONAL SERVICES AGREEMENT
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Red Light Enforcement Program ATS agrees the City shall be entitled to continue to retain the first
$13,383 in monthly revenue not to exceed an additional 60 days, unless negotiated and mutually
agreed to 45 days prior to the termination date of the Agreement. If the City requests that ATS not
continue to provide services for the time period not to exceed 60 days after the termination of the
Agreement, ATS shall cease all services immediately and shall not be entitled to any additional fees
other than the fees earned under the Agreement. Upon the termination of this Agreement or upon
the expiration of the time period after the termination of the Agreement, not to exceed 60 days
(herein "Final Termination Date"), ATS shall: (i) provide the City all evidence package data and
information for all violations currently maintained on the ATS Axsis System on behalf of the City
within sixty (60) days of the Final Termination Date.; and (ii) terminate all use of the Axsis System for
the City's Photo Red Light Enforcement Program and upon such termination the Axsis System and
related lockbox shall no longer be capable of accepting payments. Upon the Final Termination Date
the ownership, rights and all responsibility of installed equipment and infrastructure, with the
exception of the cameras, camera housing and camera controller, controller housing, radar unit and
radar unit housing will transfer from ATS to the Customer. ATS will maintain ownership and will
remove at no cost to the Customer the cameras, camera housing and camera controller, controller
housing, radar unit and radar unit housing at all sites. If FDOT does not allow the Customer to
maintain the remaining equipment on a FDOT right-of-way ATS shall provide the City with an
estimate of the cost of removal of the remaining equipment and City shall either pay ATS for removal
of the remaining equipment or City shall remove the remaining equipment. Upon the Final
Termination Date of this Agreement, ATS shall no longer have any obligation or liability in relation to
the site and the Customer assumes ownership of the remaining equipment and infrastructure,
including any and all benefits, obligations and liability that may arise from the site thereafter.
Public Records: Upon completion of the contract, ATS may transfer, at no cost to the City, all public
records in possession of the ATS or keep and maintain public records required by the City to
perform the service. If ATS transfers all public records to the City upon completion of the contract,
ATS shall destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If ATS keeps and maintains public records upon completion
of the contract, ATS shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the City, upon request from the City's custodian of public
records, in a format that is compatible with the information technology systems of the City.
IF ATS HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUES, TO ATS' DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
CITY CLERK
7525 NW 88 AVENUE, ROOM 101
TAMARAC, FL 33321
(954) 597 3505
pat.teufel@tamarac.org
5. Exhibit E of the Agreement is hereby deleted in its entirety and replaced with the following:
"EXHIBIT E
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2016 RENEWAL AMENDMENT
TO PROFESSIONAL SERVICES AGREEMENT
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COMPENSATION AND PRICING
1.0 Description of Pricing
Fees are based on per approach, per month and are as follows:
Lane -based Pricing:
FEE
For 1 or 2 Lanes $3,250
For 3 or 4 Lanes $4,250
For 5+ Lanes $5,250
Lane -Based Pricing Includes: The Lane -based Pricing includes all costs required and
associated with camera system installation, maintenance and on -going field and back -office
operations. Includes red-light camera equipment with up to two (2) signal phases,
installation, maintenance, violation processing services, DMV records access, mailing of
Notice of Violation in color with return envelope, certified mail processing (no return receipt)
of Traffic Citation, lockbox and e-payment processing services, call center support for
general program questions and public awareness program support.
Lane -Based Pricing does not include the certified mail costs associated with the issuance of
Uniform Traffic Citations. The City shall pay Vendor a certified mail processing surcharge of
$4 per piece metered (no return receipt)."
6. If an installed Camera System is removed due to road construction or is knocked -down and
requires reinstallation, the Camera System shall only be reinstalled upon the mutual agreement
of the parties. No fee shall be payable from the City to ATS for such Camera System while it is
inoperable.
7. Section 16.0, entitled Notice, is amended to provide for ATS's updated address, as of November
2, 2015, as follows:
Vendor:
American Traffic Solutions, Inc.
1150 N. Alma School Road
Mesa, AZ 85201
Attn: Legal Department
8. The provisions of the Agreement, as amended by this Renewal Amendment, including the
recitals, comprise all of the terms, conditions, agreements, and representations of the parties
with respect to the subject matter hereof. Except as expressly amended or modified by the
terms of this Renewal Amendment, all terms of the Agreement shall remain in full force and
effect. In the event of a conflict between the terms of this Renewal Amendment and the
Agreement, the terms of this Renewal Amendment shall prevail and control.
9. This Renewal Amendment may be executed in one or more counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and the same
instrument. Each party represents and warrants that the representative signing this Renewal
Amendment on its behalf has all right and authority to bind and commit that party to the terms
and conditions of this Renewal Amendment.
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