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2010-27357 ResoRESOLUTION NO. 2010-27357 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY AND ACS STATE AND LOCAL SOLUTIONS, INC., FOR PHOTO RED LIGHT ENFORCEMENT PROGRAM, DATED SEPTEMBER 23, 2009, TO REQUIRE ACS TO INSTALL EIGHT (8) DESIGNATED INTERSECTION APPROACHES BY MARCH 10, 2010; AMENDING THE "WARNING PERIOD," TO BE EXTENDED TO APRIL 15, 2010; AND AMENDING THE PARTIES' RESPECTIVE RIGHTS AND OBLIGATIONS WITH RESPECT TO CERTAIN TERMINATION PROVISIONS, AS SAME ARE MORE SPECIFICALLY SET FORTH IN THE AGREEMENT. WHEREAS, on September 23, 2009, the City entered into an Agreement with ACS State and Local Solutions, Inc., in order to provide services for the implementation of a Photo Red Light Enforcement Program (the Program); and WHEREAS, the ACS contract included a provision to have ten (10) cameras operational by January 31, 2010; and WHEREAS, at the February 18, 2010 meeting of the Finance and Citywide Projects Committee, a discussion was held relative to the status of implementation of the Program, in which ACS explained its inability to comply with the aforestated January 31, 2010 timeline; and WHEREAS, the Committee made several recommendations with regard to amending the ACS contract in order to move forward with implementation of the Program; and WHEREAS, following the Committee meeting, the City met with ACS representatives and have negotiated the attached Amendment No. 1 to the Agreement. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve and authorize the Mayor and City Clerk to execute Amendment No 1. to the Agreement between the City and ACS State and Local Solutions, Inc., for Photo Red Light Enforcement Program, dated September 23, 2009, to require ACS to install eight (8) designated intersection approaches by March 10, 2010; amending the "Warning Period," to be extended to April 15, 2010; and amending the parties respective rights and obligations with respect to certain termination provisions, as same are more specifically set forth in/~t1~he Agr/eement. PASSED and ADOPTED this /~ day of ~'yl~rG~- , 2010. t ._ ~ ' i May r ATTEST: !~~~ ~(. Gtr, L k.~ CITY CLERK F:\cmg r\$ALL\BOB\Red LightCameraContraclAmendmentsReso3-10-10.doc APPROVED AS TO FORM ,LANGUAGE & FEXECUTION ~~ ~ ~~ 3 3~~~~ ~_., orn `-Date L.__ t , Condensed Title: Inc. COMMISSION ITEM SUMMARY approving Amendment No. 1 to the Agreement between the City and Ke Intended Outcome Supported: Increase resident ratin s of ublic safet services and enhance mobilit throw hout the Cit . Supporting Data (Surveys, Environmental Scan, etc.): N/A Issue: Shall the Mayor and City Commission approve the Resolution? item au A discussion regarding the status of the City's Red I Citywide Projects Committee on February 18, 2010. was held at the Finance and It was the general sentiment of the Committee that replacing the contractor at this point in time was not advantageous to the City; rather, it was more advantageous to establish firm and specific performance thresholds and secure same with a liquidated damages provision. An ancillary part of the Committee's discussion was to assess the City's ability to collect the revenues, which were anticipated in the 2010 budget. As the Commission may recall, one million dollars ($1,000,000) was anticipated from collections under the Program for the fiscal year. If the anticipated eight (8) or more approaches are operational and able to issue citations on April 6, 2010, it is expected that the City's revenue projection will be met. New data received from the Police Department, showing the top ten (10) intersections in 2009, based on accidents, indicates that 715` Street and Indian Creek Drive, with ten (10) accidents, should be considered as a priority intersection in the Program, which change is included in the contract amendment. A recent development in a lawsuit filed against the City of Aventura, challenging the City's red light camera program, may also have an impact on the City's Program implementation. On Monday, February 22, 2010, in the case of Masone v. Citv of Aventura, Judge Gerald Bagley made a verbal ruling in Circuit Court decision challenging the City of Aventura's red light program. Judge Bagley, did not rule that the Aventura red light program was unconstitutional, but did rule that the fine component of the Aventura red light camera ordinance was invalid. The Judge did not enjoin the continued use of the Aventura program, or continued collection of the fines by the City of Aventura. The Judge also agreed to stay the enforcement of his ruling until the Third District Court of Appeals has the opportunity to rule on the case. As a result of negotiation, ACS has agreed to extend the Warning Period, and to extend a termination for convenience to March 10, 2010. ACS has not agreed to liquidated damages. It is recommended that the City Commission approve Amendment No. 1 to the contract with ACS. Board Financial Information: Source of Amount Account Funds: 1 OBPI Total Ci Clerk's Office Le islative Trackin Robert C. Middaugh, Assistant City Manager Sian-Offs: Department Director Assis t City Manager Ci~anager i RC JMG WGtNUA\2010\March 10\Regular\Red~ightC~g(eraContractAmendmentsSum3-10-10.doc ~~ ~~ ~ C AGENDA tTEM I DATI= 3-IO~lO m MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM To: Mayor Matti Herrera Bower and Members of the City Commission FROM: Jorge M. Gonzalez, City Manager ~~~, ; j DATE: March 10, 2010 i i SUBJECT: A RESOLUTION OF THE MAYOR AN CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY AND ACS STATE AND LOCAL SOLUTIONS, INC., FOR PHOTO RED LIGHT ENFORCEMENT PROGRAM, DATED SEPTEMBER 23, 2009, TO REQUIRE ACS TO INSTALL EIGHT (8) DESIGNATED INTERSECTION APPROACHES BY MARCH 10, 2010; AMENDING THE WARNING PERIOD, TO BE EXTENDED TO APRIL 5, 2010; AND AMENDING THE PARTIES' RESPECTIVE RIGHTS AND OBLIGATIONS WITH RESPECT TO CERTAIN TERMINATION PROVISIONS, AS SAME ARE MORE SPECIFICALLY SET FORTH IN THE AGREEMENT. ADMINISTATION RECOMMENDATION Approve the Resolution. BACKGROUND/FINANCE COMMITTEE MEETING OF FEBRUARY 18.2010 At the Finance and Citywide Projects Committee meeting of February 18, 2010a discussion regarding the status of the City's Red Light Camera Program was held. Attached please find a copy of the background material provided to the Committee. During the item, the Committee members had extensive discussion with the current contractor, ACS, and its representatives, regarding the status of the Program, and realistic expectations going forward. As a result, it was the general sentiment of the Committee that replacing the contractor at this point in time was not advantageous to the City; rather, it was more advantageous to establish firm and specific performance thresholds and secure same with a liquidated damages provision. The specific recommendations of the Finance and Citywide Projects Committee were as follows: 1. The contract with ACS should be amended to reflect that eight (8) approaches within the Designated Intersections be constructed, installed, and in the test mode, capable of producing imagery, on or before March 10, 2010. 2. That a liquidated damages provision be added to the contract which provides that for each approach not installed and activated within thirty (30) days from obtaining a City permit for that approach, ACS will be responsible to pay liquidated damages, in the amount of $900 per day, per approach, until the approach is activated and operational. 3. During the Committee discussion, The City Manager expressed a concern that the Warning Period be extended. Since the original construction schedule would have had ten (10) cameras in the Warning Period at the same time, extending the Warning Period to April 5, 2010 would achieve the same effect and provide a clearer and more consistent Warning Period. The Committee recommended that the Warning Period should be extended to April 5, 2010. The City Manager also asked ACS whether it would guarantee the City revenue estimate. ACS indicated that they could not provide a guarantee (even though they were comfortable that the projection would be met) since they had no experience in Miami Beach to work from and no control over the one variable of how many citations are written from each camera. As the Commission may recall, one million dollars ($1,000,000) was anticipated from collections under the Program for the fiscal year. If the anticipated eight (8) or more approaches are operational and able to issue citations on April 6, 2010 (after the expiration of the new Warning Period, if approved), it is expected that the City's revenue projection will be met. The Committee members recommended that, if by the March 10, 2010 City Commission Meeting, the threshold number ofapproaches/cameras (eight) had not been achieved, the City Commission would decide how to proceed going forward and, accordingly, that it have information as to how a successor contract might be addressed. The Committee asked the Administration to contact the second ranked proposer, ATS, in the event that ACS was not able to fulfill its contractual obligations, or in the event that the City Commission exercised its right to terminate the contract (as provided in the ACS contract), to identifyATS's willingness to accept the same existing contract terms negotiated with ACS. At the Committee meeting, ACS expressed its commitment to review and respond to the conditions recommended by the Committee (as noted in items 1-3 above). SELECTION OF DESIGNATED INTERSECTIONS When the ACS contract was negotiated, it was anticipated that the eligible list of Designated Intersections (attached as an exhibit to the contract) could be modified administratively to reflect new data or changed circumstances. While changes can still be done by the Administration, the City Commission may prefer to see and vote on the changes. Some direction from the Commission as to the preferred manner of addressing Designated Intersection changes is requested. New data received from the Police Department, showing the top ten (10) intersections in 2009, based on accidents, indicates that 71 S` Street and Indian Creek Drive intersection, with ten (10) accidents, should be considered as a priority intersection in the Program. This intersection is one of the busiest in North Beach (and perhaps the entire City). Also, the original Designated Intersections exhibit in the contract indicated La Gorce and 63`d Street as a potential intersection (on the second priority list, immediately below a reference to La Gorce Drive and Pine Tree Drive). This appears to have been a scrivener's error (as La Gorce Drive and Pine Tree Drive are parallel roads, with no intersection). The correct reference to the intersection should have been Pine Tree Drive and 63`d Street. 2 AVENTURA LAWSUIT A recent development in a lawsuit filed against the City of Aventura, challenging that city's red light camera program, may also have an impact on the City Program's implementation. On February 22, 2010, in the case of Masone v. Citv of Aventura, Judge Gerald Bagley made a verbal ruling in a Circuit Court decision challenging the City of Aventura's red light program. As of the writing of this Memorandum, the Judge has not yet issued a written opinion. Contrary to widely reported opinions, Judge Bagley, while not ruling that the Aventura red light program was unconstitutional, ruled that the fine component of the Aventura red light camera ordinance was invalid. The Judge did not enjoin the continued use of the Aventura program, or continued collection of the fines by the City of Aventura. The Judge also agreed to stay the enforcement of his ruling until the City of Aventura takes an appeal to the Third District Court of Appeals, and the Third District Court of Appeals has the opportunity to rule on the case. At this point, a decision by the Third District Court of Appeals is not expected until Fall or Winter of 2010. This matter will be followed by the City Attorney's Office and, as further developments occur, the City Commission will be advised. The State Legislature is also considering multiple Bills to provide enabling legislation for red light camera programs in counties and municipalities across the State. Clearly, the Legislature will have had an opportunity to address this matter before the Third District Court of Appeals is expected to rule on the Aventura case (if they so choose). PROPOSED FIRST AMENDMENT TO THE ACS CONTRACT Following the February 18, 2010 Finance and Citywide Projects Committee meeting, the Administration and City Attorney's Office submitted a draft contract amendment (incorporating the Committee's conditions item 1-2 above) to ACS, for review by its senior officials. On March 3, 2010, representatives of the Administration and City Attorney's Office met with ACS representatives to discuss the First Amendment. The City was informed that: 1) W hile the eight (8) approaches would be installed by March 10, 2010, in accordance with the Committee's requirement, ACS would not agree to a liquidated damages provision. 2) While ACS agreed to an extension of the Warning Period to April 5, 2010, for purposes of issuing courtesy notices of infractions with no civil fees, etc., it would not agree to allow the new Warning Period end date (i.e. April 5th) to be used by the City to extend its time period within which to terminate the contract (without cause); especially since this particular termination allows the City to terminate the contract without being responsible for any costs to ACS. 3) As an alternative, ACS has proposed the following, which are the terms proposed in the attached Amendment No. 1: a) Warning Period extended to April 5, 2010. b) Notwithstanding extension of Warning Period to April 5, 2010, City's right to terminate the contract are as follows: 3 (i) If ACS fails to comply with installation of the required eight (8) approaches by March 10, 2010, the City Commission can terminate ACS contract on March 10, 2010, and the City would not be responsible to ACS for any costs. (ii) If ACS has complied with installation of the eight (8) approaches by March 10, 2010, but the City Commission still deems it in the City's best interest to terminate the contract for convenience, then City Commission may terminate on March 10, 2010, and ACS and City will share equally (50/50) in actual costs incurred by ACS as of the date of termination (excluding cost of Equipment). (iii) If City Commission deems it's in the best interest of the City to terminate the contract for convenience at any time after March 10, 2010, then the City will be responsible for 100% of ACS's actual costs (excluding Equipment) up to date of termination. (This is currently the way it's written in the existing contract, with the exception of the change to the March 10'h deadline). ACS has agreed to the terms contained in the attached Amendment No. 1. The ACS counterproposal accomplishes the key items suggested by the Finance and Citywide Projects Committee, with the exception of the liquidated damages. JMG\RCM\sam T:\,4GENDA\2010\March 10\Regular\RedLightcameraContractAmendmentscomemo3-10-10.doc Attachment 4 AT`i".~CHMENT m MIAMIBEACH CiFy of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, vsww.miamibeachfl.gov COMMITTEE MEMORANDUM TO: Mayor Matti Herrera Bower and Members of the City Commission FROM: Jorge M. Gonzalez, City Manager DATE: February 11, 2010 SUBJECT: REFERRAL DISCUSSION ON STATUS OF RED LIGHT CAMERA PROGRAM AND THE USE OF REVENUE RECEIVED FROM RED LIGHT CAMERA ENFORCEMENT. Two (2) items regarding the red light camera program have been referred to the Finance & Citywide Projects Committee for discussion. Both of these items are addressed in this memorandum as they are related referral items. The first item that was referred to the Finance & Citywide Projects Committee for discussion by the City Commission was how revenues received from the red light camera program were to be utilized by the City. The City Commission decided to refer this item to the Finance & Citywide Projects Committee during consideration of an item to change the red light infraction fine amount from its current level of $125.00 to a new level of $150.00. The change in infraction amount was suggested in order to coincide with a Bill anticipated to be addressed by the State Legislature in the current session. During the conversations, the Commission declined to increase the infraction amount and asked for more in depth discussion on how funds received from the program would be utilized. In the current budget there is a 1 million dollar revenue item that was anticipated to be received from the red light camera program. At this point, and to be discussed later in the memorandum, it is anticipated that the 1 million dollars will be collected by the City and available as anticipated within the budget. What is not clear for the next fiscal year is what projection the City should anticipate for total revenues that might be received from the red light camera program. As the City is just beginning the red light camera program, we have no experience to base a projection upon in terms of the number of citations that would be issued per camera per day in the enforcement program. This one variable significantly affects the overall revenues which might be available to the City. Further, the State Legislature is considering a Bill in the current legislative session, which if passed, would take over half of all revenues generated from the program for State designated uses. Passage of a State Bill would thereby leave the City with significantly less revenue than anticipated at the beginning of red light camera program. As it relates to the discussion on how to use funds received from the red light camera - program, the members of the Finance & Citywide Projects Committee maywish to deferthis portion of the red light camera program discussion until such time as legislative actions are determined and also to allow the City to actually develop data upon which to base future projections. There is also a third and quite significant variable at play for the entire program. There are a number lawsuits that are pending relative to other municipalities red light camera programs. A delay in the Finance & Citywide Projects Committee discussion as to how to use funds received would also allow the passage of some time and hopefully resolution of one or more of the lawsuits to provide a clearer picture to the City on what to expect in the future. The second item which was referred to the Finance & Citywide Projects Committee was a discussion on the overall status of the red light camera program. As of the date of this memorandum, three (3) intersection approaches are functioning within the City as follows: 1. 17"' and Washington, south bound 2. 17"' and Washington, east bound 3. 63`d and Indian Creek, south bound By the Finance & Citywide Projects Committee meeting date or close thereto, it is anticipated that three (3) additional intersections will become operational as follows: 4. Dade Boulevard & 23`d Street, west bound 5. 5`h Street & Alton Road, east bound 6. Chase Avenue & Alton Road, north bound In addition to the six (6) which are anticipated to be operational, there are a number of additional intersections that are in the design and/or construction phase, many of which are anticipated to be operational by the end of February. These intersections are as follows: 7. Dade Boulevard & Washington Avenue, east bound 8. Pine Tree Drive & 63~d Street, north bound 9. 4151 Street & Prairie Avenue, north bound 10. 71st Street & Indian Creek, north bound 11. 17`h Street & Alton Road, west bound While there are several other intersection approaches which are being designed and evaluated, the previously listed group holds the greatest promise for being placed into operational status by the end of February. At least four (4) of the intersections are anticipated to be operational and perhaps the fifth by the end of February. The construction and activation time line is quite tight and a full ten (10) intersections may not become operational exactly at the end of February, but may require a day to two in March in order to pass final testing and fine tuning before being placed into operation. The commitment made by ACS was to have ten (10) cameras operational by the end of January. The City's budgetary assumption, while very conservative, was based upon the ACS commitment of ten (10) operating cameras. As three (3) cameras were put into operation at the end of January, ACS has succeeded in entering into a required thirty (30) day warning period for those cameras. Any other cameras which are added to the system before the expiration of the thirty (30) day warning period will be able to go live at the same time as the initial three (3) cameras which were installed. As such, the City would be whole and the vendor would have effectively met their commitment to the City. Using only ten (10) cameras for a seven month period of time, the City would be expected to realize between 1 million and 1.7 million dollars of revenues from the red light camera program. These projections assume an infraction amount of $125.00, a 75% collection rate 2 by the City and a range of tickets issued per camera per day between seven (7) and ten (10) infractions. To the extent additional cameras are made operational and/or additional infractions are generated per camera, the City's revenues would increase above the $1.7 million. In assessing the vendor's performance and the overall program status, the members of the Finance & Citywide Projects Committee should consider a discussion and recommendation to the full City Commission regarding the degree to which the vendor's commitment has been satisfied. As indicated, it appears that ten (10) cameras will be made operational if not precisely by the official go live date of March 2, 2010 or within a few days thereafter. O.doc 3 FINAL DRAFT 3-3-10 AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA, AND ACS STATE AND LOCAL SOLUTIONS, INC. FOR PHOTO RED LIGHT ENFORCEMENT PROGRAM This Amendment No. 1 is made as of this day of 2010, by and between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation having its principal office at 1700 Convention Center Drive, Miami Beach, Florida 33139 (City), and ACS STATE AND LOCAL SOLUTIONS, INC., a Delaware corporation duly authorized to do business in Florida, and having its principal office at 12410 Milestone Center Drive, Fourth Floor, Germantown, MD, 20876 (Vendor or ACS). RECITALS [TO BE INSERTED) NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Section 1.13 of the Agreement, defining the "Installation Date," is amended as follows: 1.13 "Installation Date" means the date on which Vendor completes the construction, a~ installation, and activation of at least one (1) Designated Intersection in accordance with the terms of this Agreement and Section L2 of Exhibit "B" hereto so that such Intersection is operational for the purposes of functioning with the Red Light Photo Enforcement Program. 2. Section 1.28 of the Agreement, defining the "Warning Period," is amended to read as follows: "Warning Period" means the period up to and including April 5, 2010„F .i.:...., ism a...,~ ..F.°...~.° r.,.....n..a,.,, r~.,.° ,.v .~,° r...~. ,.,,° i~~ mss. 3. The second paragraph of Section 3.1 of the Agreement (entitled, "Installation") is amended as follows: Vendor will have until March 10, 2010 to (i) have at least ~ei~ht (~98) Designated Intersection approaches installed ~~a ~~*~~-~*°a °~ > >° c°,..:,,., ~n ,,°..°„~,, and (ii) complete the installation and testing of all necessary Equipment including, without limitation, and to the Project Manager's reasonable satisfaction, having cameras either functional or in the systems en ineering and image quality assessment mode, in which the camera is able to produce images, but not necessarily of the specified ualit In the event that Vendor fails to comply with the installation/°°testing deadline in this paragraph, the City, through a Resolution adopted by a majority of the City Commission on March 10, 2010, may terminate the Program and this Agreement ~r *'~° °°-~° -~^~~°~ upon thirty~30~~ written notice to Vendor. If the City Commission determines to terminate the Program and the Agreement pursuant to this subsection 3.1, then the Agreement shall be deemed terminated and the parties shall proceed pursuant to Section 6.3 hereof; provided, however, that the City shall not be liable for any costs or expenses incurred by Vendor up to the date of termination. Section 6.2 of the Agreement is amended as follows: 6.2 Warning Period/City's Right to Terminate for Convenience/Vendor's Right to Terminate for Convenience. This Agreement provides for a tl~i~rt~~-{39}~y Warning Period, during which time courtesy notices of Infractions, with no civil fees, are used. The parties hereto acknowledge that this Warning Period will be used to verify the reliability of the program and the detection of Infractions, as well as to monitor anticipated changes in State law on the subject of camera enforcement of red light infractions. The Warning Period shall be deemed to have commenced on February 1, 2010 sei~ertc~ °••*'~~°a ~-• ~°'~~'~~* a ' ' ~ • ~~*'~ ''~° ° °°* a°*° *°''° as confirmed in writing by the parties' Project Managers, and attached as Exhibit "G-" hereto), and shall expire at 11:59 PM, on Apri15, 2010. 6.2.1 In addition to the City's right to terminate the Agreement and the Program, pursuant to Section 3.1 hereof, ^e *° *~.° ° °'•.~;°-• °F*,~° `z'°...,:,.,, n°ri°a the City, through a Resolution adopted by a majority of the City Commission, may also terminate the reed '~~-'~* °~F ~^°-••°-•* Program and this Agreement, for any or no cause, and for convenience, at any time, upon thirty (30) days written notice to Vendor. Tw° r:.,. ~H.,n .,°. w° i;,,~.i° F ,.., „~.~ ,. ° ° ° ..,.°a w., "°~a°r a„r-•^ *,,° `z'°-°•;-•° n°..:°a provided, however, that:- (a) If the City Commission determines to terminate the Program and the Agreement at any time up to and including March 10, 2010, for any reason other than Vendor's failure to comply with the installation and testing of the eight (8) approaches (as required in Section 3.1 hereofl, then the Agreement shall be deemed terminated and the parties shall proceed pursuant to Section 6.3 hereof; provided further however, that the parties agree to share equally (50/50) for Vendor's actual direct costs, as provided in Section 6.3.4 (and excluding the cost of any Equipment). (b) If the City Commission determines to terminate the Program and this Agreement at any time after March 10, 2010, for any or no reason, with or without cause, then the Agreement shall be deemed terminated and the parties shall proceed pursuant to Section 6.3 hereof; including, without limitation, ~ayment of Vendor's actual direct costs (excluding Equipment) for completed work incurred up to the date of termination (as more specifically set forth in Section 6.3.4 hereo T .~, .,.l.l: r:..., r,. rT,° !''; r..~~ ..l,r r.. r°..,-.. :,~,^+° .T,,.«„., rl,° ~x7^,-.,;., ., D°,-; .,.1 rT.° !'':* „ rT,r,.,, rtl, ^ D°~..1„r; ..., ^.1....r°.] 1,., ^ ,-; r., ..F rl,° l"; •., , > ., " t:..-,° .1,,, -;.,,. rl.° T°...,-, ^Fr°.- rT,° ° .-^r;,,., „Frl,° ~x7^.,,,:., .. D°.-: ,,,1 F ,- ^ , ° , .~,r r.. rT,:.. ~„1.~°,.r:,,,, ~ 7 rl,° A...-°°..-, .,r mil,^11 1,° a°°,ti.°.1 r°,~.:,,.,r°.1 . , ^m"-ia ih~-parties Shall~~'e6ee~~3arSl~a23t t6 SeEtle33 ~.~ lie~'ee€. T~T`° FcT''c`r ~L...11 .,,.r 1.,, l; .,T.1 ,~ F .- ., ..~r~ .. .-.-°.1 T,.. \I°...7...- , .., t,. rT.., In addition to the City's right to terminate, as set forth herein, for a period of ninety (90) calendar days after March 10, 2010*'~° °.,,.:..^r'°~ °F t''° `x'^m~^^ D°~~^a Vendor shall have the right to terminate the Agreement, for any or no cause, upon thirty (30) days written notice to City, and the parties shall proceed pursuant to Section 6.3; provided, however, that the City shall not be liable to Vendor for any costs or expenses incurred by Vendor as a result of the termination. 5. Exhibit "A" of the Agreement, entitled "Designated Intersections," is replaced and superceded by a new Exhibit "A," as attached and incorporated hereto 6. Section 1.2 of Exhibit "B" of the Agreement (entitled, "Construction and Installation Obligations") is amended as follows: 1.2. ACS will use reasonable efforts to install and activate the first Designated Intersection within forty-five (45) days from receipt, for that Intersection, of all Right of Ways (ROW) and permits required by Section X41_7 of this Exhibit B. 3 Section 1.15 of Exhibit "B" is amended as follows: 1.15. Generate warning notices tl~e fj-rJt tl~irt~~39j--day.,-a€ter *a~.~° r„~r„11.,,: ,.,, r~.,.o ,.F .~.o F,.~.... ,. i~~ ,. o .,~durin~ the Warning Period. Warning notices will be designed according to the City's criteria. [SIGNATURE PAGE TO FOLLOW] F:Aatto~,AGURWGR6EMEN T\Red Light Camera Agreement -Amendment No. 1 (3-2-10).doc IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. ATTEST: CITY OF MIAMI BEACH, FLORIDA City Clerk Mayor ATTEST: VENDOR/ACS STATE AND LOCAL SOLUTIONS, INC. Secretary SVP and Managing Director Print Name Print Name STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE ) ON THIS day of , 2010, before me, the undersigned notary public, personally appeared ,personally known to me, or who has produced as identification, and is the person who subscribed to the foregoing instrument and who acknowledged that he executed the same on behalf of said Corporation and that he was duly authorized to do so. IN WITNESS WHEREOF, I hereunto set my hand and official seal. NOTARY PUBLIC Print or Type Name My commission Expires: APPROVED AS TO FORM & LANGUAGE ek FOR EXECUTION s ~ ~-3~(U i ! ttorne Date EXHIBIT "A" * DESIGNATED INTERSECTIONS Miami Beach Police Department Recommended Intersection Locations First Priority Intersections 5~' Street and Alton Road 5`h Street and Washington Avenue 17`~ Street and Alton Road 17`h Street and Collins Avenue Alton Road and Dade Boulevard 41~` Street and Pinetree Drive 41 s` Street and Alton Road 63`d Street and Indian Creek Drive 69s' Street and Abbott Avenue 71s' Street and Collins Avenue 41s` Street and Prairie Avenue 71s` Street and Indian Creek Drive Second Priority Intersections Abbott Avenue and Indian Creek 17s' Street and Washington Avenue Dade Boulevard and Washington Avenue Dade Boulevard and 23`d Street Lagorce Drive and Pinetree Drive i~~^rivePinettee and 63`d Street McArthur Causeway and Fountain Street 67`h Street and Collins Avenue 10"' Street and Ocean Drive Chase Avenue and Alton Road * Initial installation shall be 15 cameras from the Exhibit "A" -ist as presented or subsequently amended. 6