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HomeMy WebLinkAboutSubmittal-Memo-Revisions To Substitution Memo-RE.10 ATS Contract AmendmentSubmitted Into the public record in connection with Item 13L- . /0 on 7/‘-Y/i Priscilla A. Thompson City Clerk, CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO : Honorable Mayor and Members of the City Commission FROM Johnny Martinez, P City Manager DATE: July 21,2011 SUBJECT FILE : Revisions to Substitution Memo- RE.10 ATS Contract Amendment REFERENCES: ENCLOSURES - Please be advised that the Substitution Memo for item RE. 10, scheduled for the July 28, 2011 Planning and Zoning Commission Meeting, which was distributed on July 20, 2011 'regarding the Fast Amendment to the ATS Contract is being revised. This revised Substitution Memo highlights all of the changes, including reformatting and renumbering the sections of the Amendment. The words that have been double underlined reflect the changes and those that have been struck through reflect the deletions. fellewinry Payments Payments that be made or, a enthly back for the IAlodt porromied in the previous Caw Monthly-Rer intersection Camera -Fee $-4i0 Two Cameras $-4,500 FearCameras $ 250 1/- ac608- Subi ;#4z/-Pierno- (4evis,O ?5 T svbSl It iQb tfemo - 6E-10 n -iS Cow -act Amer -Arno -it Submitted into the public record in connection wit item VIE / 0 on 7/2' / Priscilla A. Thompson City Clerk 0 , 4 1,_ Section 5 of the Contract is hereby deleted in its entirety and replaced will') the following: Section 5. Termination for Convenience Either party may terminate the Contract for convenience after the fifth anniversary of the execution of this Amendment by providing written notice to the other party at least sixty (60) days in advance. Other than payments due under the Contract neither party shall have any recoprse against the other from a termination for convenience under this Section 5= 2, Section 7 of the Contract is hereby deleted in its entirety and replaced with the following: Section 7, Contract Term The Contract is hereby extended to a ten (10) year term. The Contract shall renew automatically for up to two (2), two-year additional terms unless either party provides written notice to the other party at least thirty (30) days prior to the expiration of the then -current term_ In addition, the City Manager may extend the term of the Contract for a period of up to ninety Submitted Into the public recordin connection wi item i E / 0 on 7/20// Priscilla A. Thompson City Clerk (90) days should the City decide not to exercise an option to renew. Such extension shall be for the sole purpose of dosing out the Contract in accordance with the requirements of the Contract. 6, The parties agree to the installation of up to forty (40) additional cameras at mutually agreeable locations asonflmied tw mitten document signed by authorized personnel of both parties. If the City subsequently chooses to move a camera system to a new approach after the initial installation, it shall pay the direct costs to relocate the camera system. 4 Section 13 of the Contract is hereby deli in its entirety and replaced with the following : Section 13. Indemnification Contractor shall indemnify, defend, and hold harmless City, its der% agents, departments. i unientalities directors, and erro llooyees. from liabilities_ damages. losses_ and costs. Jocli,4no_but not limited to reasonable attorneys fees, to the extent caused by the negligence. recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract, and/or any civil action or any proceeding or claim alleging the Contract was awarded in violation of any applicable law or ordinance. or that this Amendment or_any amendment to the Contract in violation of any applicable laves rule, regulation , resolution or ordinances andlor that the Contractor is not performing_thi;; contract. in a or;iance with applicable laws inducting )l without limitation HB 325, Chapter 2010-80, Laws of FIoa, as amended, and with rules, procedures, and regulations adopted in furtherance of HB 325/Char 2010-00. Performance of this Contract includes any civil action alleging that signage, tickets, notices of violations, and similar documents within the control of Contractor evidencing the offense do not comely or are otherwise in conflict with applivabjelovs. These indemnifications shall survive the term of #his Contract and env termination or Submitted into the public record in connection with item ?E. /0 on 7/0e// Priscilla A. Thompson City Clerk expiration of this Contract_ In the event that anv adi• or • •.e, •i is • o • . • by reason of any such claim or demand. Contractor shall. upon written notice from City. resist. investigate and defend such action or proceeding by counsel satisfactory to City Attorney, The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnk ,keel departments agents and instrumentalities as herein provided. The indemnification provided above shall • • -r - _-- ` , "I. • ID •, r Le •k.f, expense to and through trial, appellate. supplemental or bankruptcy proceeding, or to provide for such defense. at City's option, any and all claims of liability and all suits and actions of every arpe and description which may be brought against City whether performed by Contractor, or persons employed or utilized by Contractor This indemnity will survive the cancellation or expiration of the Contract This indenjfl will be interpreted under the laws of the State of Florida, including without limitation and interpretation. which conforms to the limitations of f1725.06 andlor §725.08 Fla Statutes, if determined to be applicable by a court. Confoctor shall require all Subcontractor agreements to include a p . - - • , tic will indemnity the City, The Contractor agrees and recognizes that the City aid not be held liable or responsible for any claims whirl meyre t frorrl.0rtypctions gr omissions of the Cortiac which the City participated either thr• gh review or concurrence of the Contractor's actions. In reviewing, approving or rejecting a y submissions by the Contractor or other acts of the Contractor. the City in no way assumes sir shares any responsibility or liability of the Contractor or Subcontractor. under this Contract. Ten ($10.(20) dollars payable by the City to the Contractor constitutes separate and Submitted Into the public recoN in connection with item II 10 on 7/.2 .477 Priscilla A. T hompson City Clerk distinct cxnsideration for this indemnity and hold ham�less provision. the sufficiency of which is hereby a± owledged by the Contractor. 5, Section 28 of the Contract is hereby deleted in its entirety and replaced with the following: Section 28, Payments Payments shall be made on a monthly basis for the Work performed in the previous month_ The amount of payment shall be a monthly fee per camera not to exceed the revenue generated by that camera in that month, for each intersection with an Active Traffic Infraction Detector System, as detailed below_ Cameras per intersection Monthly Per Camera Fee One Camera $ 4,750 Two Cameras $ 4,500 Three Cameras $4,350 Four Cameras $ 4,250 Where an Active Traffic Infraction Detector System is in operation for less than the full month being invoiced, the Contractor shall invoice the flat monthly per camera fee on a pro rata basis for the month Payment of an approved Application for Payment shall be made within forty-five (45) days after receipt of Contractor's proper invoice by the City, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Proper invoice means as the term is defined in § 218.72. Fla. Stat. ( "The Loco Government Prompt Payment Act"), The monthly per camera fee shall consist of the total compensation for furnishing installing, operating and maintaining the Program inclusive of any/all direct and indirect expenses (including cost of regular and certified mail associated with issuance of warnings, Submitted Into the public record in connection with item qE /0 on 7/2'/// Priscilla A. Thompson City Clerk citations and/or violations). The total fee paid to Contractor in each month shall not exceed a maximum of forty percent (40%) of the total revenue generated by the program, less the revenue amount paid to the State of Florida pursuant to § 316.0083(1)(b)2, Fla. Stat., during that month. Total revenue means the total amount of Roney collected pursuant to this Contract and any Amendments hereof, January 1, 2011. The City agrees to bring its payments current within 60 days of Amendment execution and, at such time, shall receive a one-time credit in the amount of $157,000.00, reflecting an J! ' 3.Q11it1[oo h May 2011. Said credit to the City is based upon the P - yment provisions asated, Wet 7 6_ Except as expressly amended or modified by the terms of this Amendment, all terms of the Contract shall remain in full force and effect. In the event of an express conflict between the terms of the Contract and the terms of this Amendment, the terms of this Amendment shall prevail and control. 1N WITNESS WHEREOF, the parties have executed this Agreement First Amendment as of the date set forth above. "C., ATTEST: City of Miami, a municipal corporation of the State of Florida By: By: Priscilla A. Thompson, City Clerk Johnny Martinez, P.E., City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM REQUIREMENTS AND CORRECTNESS By: By_ Calvin Ellis, Director Risk Management Department Julie O. Bru City Attorney Submitted into the public record in connection witIl Item RE /0 on 7/2g fI Priscilla A. Thompson City Clerk., "CONTRACTOR" American Traffic Solutions. Inc., a Kansas corporation ATTEST: 8y By_ Print Name: Adam E. Tuton, EVP/COO Title: Corporate Secretary Affix Corporate Seal Amu boriz€ Corcorate Officer C: Mice N_ Bravo, P.E., Assistant City ManagerlChief of Infrastructure Albert Sosa, P.E., Director of Capital Improvements Elvi Gallastegui, Agenda Coordinator • Submitted Into the public _ record in connection with • item gE, 10 on 7/20// Priscilla A. Thompson City Clerk CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable Mayor and Members of the City Commission Johnny Martinez, FROM : City Manager DATE : July 20, 2011 SUBJECT: FILE : Substitution for Item RE.10 Revisions to ATS Contract Amendment No. 1 REFERENCES: ENCLOSURES: • • Please be advised that the Contract Amendment No. 1 related to item RE.10 scheduled for the July 28, 2011, Planning and Zoning Commission Meeting needs to be revised and substituted as follows: 5. Section 28 of the Contract is hereby deleted in its entirety and replaced with the following: Section 28. Payments Payments shall be made on a monthly basis for the Work performed in the previous month. The amount of payment shallbe a monthly fee per camera not to exceed the revenue generated by that camera in that month, for each intersection with an Active Traffic Infraction Detector System, as detailed below: Cameras per intersection Monthly Per Camera Fee One Camera $ 4,750 Two Cameras $ 4,500 Three Cameras $4,350 Four Cameras $ 4,250 Where an Active Traffic Infraction Detector System is in operation for less than the full month being invoiced, the Contractor shall invoice the flat monthly per camera fee on a pro rata basis for the month. Payment of an approved Application for Payment shall be made within forty-five (45) days after receipt of Contractor's proper invoice by the City, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of • • Submitted Into the public record in connectionWO item iRE, i d on 7/2 Priscilla A. Thompson City Clerk expenditures, should the City require one to be performed. Proper invoice means as the term is defined in § 218.72, Fla. Stat. ("The Local Government Prompt Payment Act"). The monthly per camera fee shall consist of the total compensation for furnishing installing, operating and maintaining the Program inclusive of any/all direct and indirect expenses (including cost of regular and certified mail associated with issuance of warnings, citations and/or violations). The total fee paid to Contractor in each month shall not exceed a maximum of forty percent (40%) of the total revenue generated by the program, Tess the amount paid to the State of Florida pursuant to § 316.0083(1)(b)2, Fla. Stat., during that month. Total revenue means the total amount of money collected from the issuance of Notice of Violations by the Contractor pursuant to this Contract and any Amendments hereof. Said change shall be 'pi effect retroactively as of January 1, 2011. The City agrees to bring its payments current within 60 days of Amendment execution and, at such time, shall receive a one-time credit in the amount of $157,000.00, reflecting an adjustment to the Contractor's cost neutral invoices from January 2011 through May 2011. Said credit to the City is based upon the Payment provisions as amended herein. The words that have been struck through reflect the deletions. C: Alice N. Bravo, P.E., Assistant City Manager/Chief of infrastructure Albert Sosa, P.E., Director of Capital Improvements Elvi Gallastegui, Agenda Coordinator • • FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF MIAMI AND AMERICAN TRAFFIC SOLUTIONS, INC. TO FURNISH, INSTALL, OPERATE, AND MAINTAIN A TRAFFIC INFRACTION DETECTOR PROGRAM This First Amendment ("Amendment") to the Contract By and Between The City of Miami ("City") and American Traffic Solutions, Inc. ("Contractor") to Furnish, Install, Operate, and Maintain a Traffic Infraction Detector Program ("Contract") dated September 21, 2010 is made and entered into this day of July, 2011. Recitals WHEREAS, on September 21, 2010, Contractor and City entered into the Contract, whereby Contractor and City agreed to the provision by Contractor of services to City in connection with the enforcement of red Tight violations using traffic infraction detectors; WHEREAS, Contractor and City have agreed, pursuant to the terms, provisions, conditions and considerations hereinafter set forth, to supplement and amend the Contract. Terms and Conditions NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and City agree that the Contract is hereby amended and modified as follows: 1 Section 5 of the Contract is hereby deleted in its entirety and replaced with the following: Section 5. Termination for Convenience Either party may terminate the Contract for convenience after the fifth anniversary of the execution of this Amendment by providing written notice to the other party at least sixty (60) days in advance. Other than payments due under the Contract neither party shall have any recourse against the other from a termination for convenience under this Section. 2. Section 7 of the Contract is hereby deleted in its entirety and replaced with the Submitted Into the public rGcor In connection witty item iC• 10 on tag / I1 Pcisc+lla A. Thompson City Clerk • • Submitted Into the public record in connection wjth stem RC /o on Priscilla A. Thompson following: City Clerk Section 7. Contract Term The Contract is hereby extended to a ten (10) year term. The Contract shall renew automatically for up to two (2), two-year additional terms unless either party provides written notice to the other party at least thirty (30) days prior to the expiration of the then -current term. In addition, the City Manager may extend the term of the Contract for a period of up to ninety (90) days should the City decide not to exercise an option to renew. Such extension shall be for the sole purpose of closing out the Contract in accordance with the requirements of the Contract. 3. The parties agree to the installation of up to forty (40) additional cameras at mutually agreeable locations as confirmed by a written document signed by authorized personnel of both parties. If the City subsequently chooses to move a camera system to a new approach after the initial installation, it shall pay the direct costs to relocate the camera system. 4. Section 13 of the Contract is hereby deleted in its entirety and replaced with the following : Section 13. Indemnification Contractor shall indemnify, defend, and hold harmless City, its officers, agents, departments, instrumentalities directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract, in any civil action, any proceeding, or claim alleging the Contract was awarded in violation of any applicable law or ordinance or that this Amendment or any amendment to the Contract is in violation of any applicable law, rule, regulation , resolution or ordinance and/or that the Contractor is not • • • performing this Contract in accordance with applicable laws including without limitation HB 325, Chapter 2010-80, Laws of Florida, as amended, and with rules, procedures, and regulations adopted in furtherance of HB 325/Chapter 2010-80. Performance of this Contract includes any civil action alleging that signage, tickets, notices of violations, and similar documents within the control of Contractor evidencing the offense do not comply or are otherwise in conflict with applicable laws. These indemnifications shall survive the term of this Contract and any termination or expiration of this Contract. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice from City, resist, investigate and defend such action or proceeding by counsel satisfactory to City Attorney. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harrnless and defend the City or its officers, employees, departments, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Contractor to defend at its own expense to and through trial, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against City whether performed by Contractor, or persons employed or utilized by Contractor. This indemnity will survive the cancellation or expiration of the Contract. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Fla. Statutes, if determined to be applicable by a court. Contractor shall require all Subcontractor agreements to include a provision that they will indemnify the City. The Contractor agrees and recognizes that the City shall not be held liable or Submitted into the public, recnrd in connection *tit ite, C- 10 on 7 /Ze f( A A. Thompson City Clerk • • a responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City in no way assumes or shares any responsibility or liability of the Contractor or Subcontractor, under this Contract. Ten ($10.00) dollars payable by the City to the Contractor constitutes separate and distinct consideration for this indemnity and hold harmless provision, the sufficiency of which is hereby acknowledged by the Contractor. 5. Section 28 of the Contract is hereby deleted in its entirety and replaced with the following: Section 28. Payments Payments shall be made on a monthly basis for the Work performed in the previous month. The amount of payment shall be a monthly fee per camera not to exceed the revenue generated by that camera in that month, for each intersection with an Active Traffic Infraction Detector System, as detailed below: Cameras per intersection Monthly Per Camera Fee One Camera $ 4,750 Two Cameras $ 4,500 Three Cameras $4,350 Four Cameras $ 4,250 Where an Active Traffic Infraction Detector System is in operation for less than the full month being invoiced, the Contractor shall invoice the flat monthly per camera fee on a pro rata basis for the month. Payment of an approved Application for Payment shall be made within forty-five (45) days after receipt of Contractor's proper invoice by the City, which shall be accompanied by Submitted Into the public record in oor mec ti item qE- to on 7g1/ Priscilla A. Thompson CILy Clerk • • • sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Proper invoice means as the term is defined in § 218.72, Fla. Stat. ("The Local Government Prompt Payment Act"). The monthly per camera fee shall consist of the total compensation for furnishing installing, operating and maintaining the Program inclusive of any/all direct and indirect expenses (including cost of regular and certified mail associated with issuance of warnings, citations and/or violations). The total fee paid to Contractor in each month shall not exceed a maximum of forty percent (40%) of the total revenue generated by the program, less the amount paid to the State of Florida pursuant to § 316.0083(1)(b)2, Fla. Stat., during that month. Total revenue means the total amount of money collected pursuant to this Contract and any Amendments hereof. The City agrees to bring its payments current within 60 days of Amendment execution and, at such time, shall receive a one-time credit in the amount of $157,000.00, reflecting an adjustment to the Contractor's cost neutral invoices from January 2011 through May 2011. Said credit to the City is based upon the Payment provisions as amended herein. 6. Except as expressly amended or modified by the terms of this Amendment, all terms of the Contract shall remain in full force and effect. In the event of an express conflict between the terms of the Contract and the terms of this Amendment, the terms of this Amendment shall prevail and control. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date set forth above. Submitted Into the public record in connection with item 1, JO on 7/28 ii Priscilla A. Thompson City Clerk • e • "C ITY" ATTEST: City of Miami, a municipal corporation of the State of Florida By: By: Priscilla A. Thompson, City Clerk Johnny Martinez, P.E., City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM REQUIREMENTS AND CORRECTNESS By: By: Calvin Ellis, Director Risk Management Department ATTEST: Julie O. Bru City Attorney "CONTRACTOR" American Traffic Solutions, Inc., a Kansas corporation By: By: Print Name: Adam E. Tuton, EVP/C00 Title: Corporate Secretary Affix Corporate Seal Authorized Corporate Officer Submitted Into the public record in connecti item RE.10 on -7 I n 11 Priscilla A. Thompson City Clerk