Amendment 1 with ACS State & Local Solutions, Inc.~oio-z~3s'7
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 lo~ day of /~ 2010
(Effective Date), 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 New York 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).
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,. installation, and activation of at least one (1) Designated
Intersection in accordance with the terms of this Agreement and Section
1.2 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 15
2010
sus. The parties acknowledge and reaffirm that during the Warning
Period, the City shall not be obligated or required to ~ay Vendor anX
actual or potential payments which may be due Vendor under the Fee
provisions in Section 7 (and Exhibit "E" hereof.
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 tt~ei~ht
(-1-98) Designated Intersection approaches installer ^~a ^^*~-~^*°a °-~
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wz*'^~ ~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 ing_ Bering and image quality assessment mode, in which the
camera is able to produce images, but not necessarily of the specified
uali T~~The City acknowledges that, as of March 10, 2010,
Vendor has complied tl~~~~rde~~-te Ee~1T with the
installation/a~ientesting deadline in this paragraph, and that,
accordingly, the Cit 's right to terminate the Agreement pursuant to
Section 3.1 of the original September 23, 2010 Agreement, has expired
and shall have no further force or effect. ~"~*`~, +~Rgn-~~~tron
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4. 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 fora *'~ ~ ~*` ~ ' ~ ~ ` ~' ~ ~ ~ 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 pProgram 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 ~n~~^° ^~ *~'~°a ~^
~~ ;~~. ' ' c "''+~, +~,° ° °,.+ ,~°+° +^ ~.,. as confirmed in writing by the
parties' Project Managers, and attached as Exhibit "G-" hereto) and shall
expire at 11:59 PM, on April 15 2010.
6.2.1 At any time during the Term, whether before or
after the expiration of the Warning Period "~ +^ +''° °^~°~~~~~^r ^~ *~°
IIT°«";,,,. n°«:^,~. the City, through a Resolution adopted by a majority of
the City Commission, may terminate the Program
and this Agreement, for any or no causes (and for convenience), upon
thirty (30) days written notice to Vendor_~~ r;+„ ~~n» ~^* ~-° ~;nT.~° ~ «
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If the City Commission determines to terminate the pProgram
pursuant to this subsection 6.2, the Agreement shall be deemed terminated
and the parties shall proceed pursuant to Section 6.3 hereof. eke-C-~t' jF
In addition to the City's right to terminate, as set forth herein, for a
period of ninety (90) calendar days after March 10, ?010
t#e~~~--germ, 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. Section 6.3.4 of the Agreement is amended as follows:
The Vendor shall be paid only for those actual direct costs,
including actual construction costs (if any), but not including the cost of
the cameras and non-invasive detection sensors, for completed work
incurred by the Vendor up to the date of termination set forth in the
written notice of termination. In no event shall the City be liable to
Vendor for any indirect, incidental, special, lost profits or consequential
damages.
6. Section 10.6 ("Change in State Law") is amended as follows:
10.6 Change in State Law. If during the Term of the
Agreement, the Florida Legislature enacts any law modifying Uniform
Traffic Laws so as to expressly permit red light violation and enforcement
systems, similar to the one contemplated by the pProgram in this
Agreement, then the City and Vendor shall use mutual good faith efforts
to negotiate an amendment to the Agreement, which amendment may
include, without limitation, a modification to, or deletion of, the
requirements of subsection 10.5 hereto; provided, however, that any
proposed amendment shall be subject to final approval by the Mayor and
City Commission.
If during the Term of the Agreement, the Florida Legislature enacts any
law which, while permitting red light camera violation and enforcement
systems similar to the one contemplated by the pProgram in this
Agreement, materially changes the fee and/or compensation structure for
such programs (including imposing restrictions on revenues that are not
currently contemplated in the Agreement); and/or otherwise materially
changes and/or imposes restrictions on uses that are contrary to the terms
of the Agreement; and/or otherwise materially changes and/or imposes
restrictions that makes it reasonably impractical for the City to operate a
red light camera enforcement program, then the City, through a Resolution
adopted by a majority of the City Commission, or the Vendor may
terminate this Agreement, with or without cause, upon thirty (30) days
written notice to other party, and the parties shall proceed pursuant to
Section 6.3 hereof provided, however, that in the event of termination by
Vendor, the City shall not be liable for any costs or expenses incurred bX
Vendor up to the date of termination.
7. Exhibit "A" of the Agreement, entitled "Designated Intersections," is
replaced and superceded by a new Exhibit "A," as attached and incorporated hereto.
8. 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 receipts
for that Intersection, of all Right of Ways (ROW) and permits
required by Section -41_7 of this Exhibit B.
9. Section 1.15 of Exhibit "B" is amended as follows:
1.15. Generate warning notices-~e-€rrs ~,~~~-tl~
I„~.,,"".;"" r,,,*o ~~ *t,° r:~~+ +„ ~~' during the Warning
11J 1(Al11All Vll LLLII+ V
Period. Warning notices will be designed according to the City's
criteria.
10. As of the Effective Date of this Amendment, the Parties agree that the
maximum number of cameras/approaches, that may be installed by ACS will be fifteen
(15) cameras/approaches selected from the Designated Intersections listed in the (revised)
Exhibit "A".
11. The City agrees that if, at any time during the Term of the Agreement, the
City enters into a contract with ATS for the provision of a red light enforcement program
similar to the Program contemplated herein (such contract hereinafter referred to as the
"ATS contract"), then the ATS contract shall contain the same (or better; i.e. meaning
more favorable to the City) contractual terms and conditions as those in the Agreement
pertaining to term, termination, fees, indemnification and liability, and insurance.
[SIGNATURE PAGE TO FOLLOW]
F:~atto~AGUR~,AGREEMENT~Red Light Camera Agreement -Amendment No. 1 (Fina13-25-10).doc
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IN WITNESS OF THE FOREGOING, the parties have set their hands and
seals the day and year first written above.
ATTEST:
l~fi ~~ ~
City Clerk
STATE OF FLORIDA )
SS
COUNTY OF MIAMI-DADE )
CITY OF MIAMI BEACH, FLORIDA
ti
Ma r '
ON THIS ~ ~ day of ~-~o~, , 2010, before me, the undersigned
notary public, personally appeared /'}')c~ ~j' /-~ ~~~~~.,~, ,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.
My commission Expires:
\~~~~`~~ FPM R. H,q l ~F,~~
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NOTARY PUBLIC
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Print or Type Name
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APPROVED AS TO
~ORM & LANGUAGE
~ VENDOR/ACS STATE AND LOCAL
SOLUTIONS, INC.
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Print Name
STATE OF V t~KG-~M ~ A )
SS
COUNTY OF ~p"~~-c.~ )
SVP an anaging Director
M~~L~- i~Jl~-
PrintName
ON THIS ~ day of ~-p R ~ ` , 2010, before me, the undersigned
notary public, personally appeared ~ pct k y , 'T A` 4 eG ,personally
known to me, or who has produced V~ ~6.;rv:~• --~c,,,,~ ti t„cF~a c~ 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.
Print or Type Name
My commission Expires: ~~~3 /~~
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.•' NOTARY'' ;CG
t PUBLIC % Z
t REG X17254225
n ; MY COMMISSION; °
• EXPIRES g
~I.j~,D•.•• 12/31/13 .•.• ~~:
EXIIIBIT "A"
* DESIGNATED INTERSECTIONS
Miami Beach Police Department Recommended Intersection Locations
First Priority Intersections
5`b Street and Alton Road
5`~ Street and Washington Avenue
17`~ Street and Alton Road
17~' Street and Collins Avenue
Alton Road and Dade Boulevard
415` Street and Pinetree Drive
41St Street and Alton Road
63rd Street and Indian Creek Drive
69t" Street and Abbott Avenue
71St Street and Collins Avenue
41St Street and Prairie Avenue
7151 Street and Indian Creek Drive
Second Priority Intersections
Abbott Avenue and Indian Creek
17t" Street and Washington Avenue
Dade Boulevard and Washington Avenue
Dade Boulevard and 23`d Street
Lagorce Drive and Pinetree Drive
l.us~ tiz-or-;`:tiPinetree and 63'~ Street
McArthur Causeway and Fountain Street
67t" Street and Collins Avenue
10'~ Street and Ocean Drive
Chase Avenue and Alton Road
* Initial installation shall be 15 cameras from the Exhibit "A" list as presented or subsequently
expanded by amendmednt.
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