2013-20 RESOLUTION NO. 2013-20
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA APPROVING AND AUTHORIZING THE CITY
MANAGER TO EXECUTE AND OTHERWISE ENTER INTO THE
ATTACHED AMENDMENT NO. 3 TO PROFESSIONAL SERVICES
AGREEMENT DATED FEBRUARY 8, 2008 BY AND BETWEEN THE
CITY OF AVENTURA AND AMERICAN TRAFFIC SOLUTIONS, INC.;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND
PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA:
Section 1. The City Manager is hereby authorized to execute and otherwise
enter into the attached Amendment No. 3 to Professional Services Agreement dated
February 8, 2008 by and between the City of Aventura and American Traffic Solutions,
Inc.
Section 2. The City Manager is hereby authorized to do all things necessary to
carry out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Joel, who moved its
adoption. The motion was seconded by Commissioner Howard Weinberg, and upon
being put to a vote, the vote was as follows:
Commissioner Enbar Cohen yes
Commissioner Teri Holzberg yes
Commissioner Billy Joel yes
Commissioner Howard Weinberg yes
Commissioner Luz Urbaez Weinberg absent
Vice Mayor Michael Stern yes
Mayor Susan Gottlieb yes
Resolution No. 2013-20
Page 2
PASSED AND ADOPTED this 7th day of May, 2013.
dY A&W
USAN GO LIEB, MAYOR
ATTEST:
RESA WO A , MMC
CL
APPROVED AS TO LEGAL SUFFICIENCY:
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CITY ATTORNEY
THIRD AMENDMENT
TO PROFESSIONAL SERVICES AGREEMENT
This Third Amendment ("Third Amendment") is dated effective this day of
, 2013 ("Effective Date") and is entered into between American Traffic Solutions, Inc.
("ATS"), a corporation duly registered under the laws of the State of Kansas with its principal place of
business at 1330 West Southern Avenue, Tempe, Arizona 85282 and the city of Aventura, Florida
("Customer"), a municipal corporation of the State of Florida.
RECITALS
WHEREAS, the Customer and ATS are each parties to an Agreement for Traffic Safety Camera
Program dated February 8, 2008 (the "Initial Agreement"), as amended on September 1, 2009 ("First
Amendment") and July 2010 ("Second Amendment") (collectively, the "Amendments"), pursuant to which
ATS provides the Customer with cameras and services for the operation of the Customer's red light
camera enforcement program;
WHEREAS, Section 12.0 of the Agreement requires any amendments, modifications, or
alterations of the Agreement to be in writing and duly executed by the parties; and
WHEREAS, Customer and ATS mutually desire to amend, modify or alter certain terms and
conditions of the Initial Agreement and Amendments.
TERMS AND CONDITIONS
NOW THEREFORE, in consideration of the mutual covenants and promises contained in this
Third Amendment, Customer and ATS do hereby agree as set forth below:
1. The above recitals are true and correct and are incorporated herein.
2. Section 2.0 of the Initial Agreement, as amended by the Second Amendment, is hereby
deleted in its entirety and replaced as follows:
Term. The term of this Agreement shall be extended for an additional five (5) year period from
the Effective Date. The City shall have the right, but not the obligation, to extend the term of this
Agreement for one additional five (5) year Renewal Term, which it may exercise by providing
written notice to ATS not less than sixty (60) days prior to the last day of the current term. This
notice period may be waived by the agreement of the parties.
3. Section 6.3.4 of the Initial Agreement is hereby deleted in its entirety and replaced as
follows:
Termination for Convenience: After three (3) years from the date of execution of this Third
Amendment, Customer may provide for the early termination of this Third Amendment for the
Customer's convenience in the event that the Customer determines to discontinue having a
Traffic Camera Safety Program (TSCP). In the event of any termination for convenience,
Customer shall pay ATS, on any additional site installed after the execution of the Third
Amendment, an early termination fee based upon a price of $120,000 per Camera System
amortized over sixty (60) months on a straight line basis, or alternatively stated, for every
month a camera is installed, $2,000 will be subtracted from the total $120,000 early
termination fee for each Camera System.
CITY OF AVENTURA,FLORIDA
PROFESSIONAL SERVICES AGREEMENT-THIRD AMENDMENT PAGE 1 OF 4
4. Except as expressly amended or modified by the terms of this Third Amendment, all
terms of the Agreement shall remain in full force and effect. In the event of a conflict between the terms
of this Third Amendment and the Agreement,the terms of this Third Amendment shall prevail and control.
5 The provisions of the Initial Agreement and Amendments, as amended by this Third
Amendment, including the recitals, comprise all of the terms, conditions, agreements, and representations
of the parties with respect to the subject matter hereof.
6. This Third 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.
7. Each party represents and warrants that the representative signing this Third Amendment
on its behalf has all right and authority to bind and commit that party to the terms and conditions of this
Third Amendment.
IN WITNESS WHEREOF,the parties hereto have executed this Third Amendment.
AVENTURA, FLORIDA AMERICAN TRAFFIC SOLUTIONS, INC.
By: By:
Michael Bolton, Chief Operating Officer
Title:
Date:
Date:
ATTEST:
By:
Title:
Approved as to form
and legal sufficiency
City Attorney
CITY OF AVENTURA,FLORIDA
PROFESSIONAL SERVICES AGREEMENT-THIRD AMENDMENT PAGE 2 OF 4