Resolution No. 2017-59 American Traffic Solutions LLC Amendment No. 6 to Professional Services Agreement - November 7, 2017 RESOLUTION NO. 2017-59
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. 6 TO PROFESSIONAL SERVICES
AGREEMENT DATED FEBRUARY 8, 2008 BY AND BETWEEN THE
CITY OF AVENTURA AND AMERICAN TRAFFIC SOLUTIONS, LLC;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND
PROVIDING FOR 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. 6 to Professional Services Agreement dated
February 8, 2008 by and between the City of Aventura and American Traffic Solutions,
LLC.
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 Vice Mayor Shelley, who moved its
adoption. The motion was seconded by Commissioner Narotsky, and upon being put to
a vote, the vote was as follows:
Commissioner Denise Landman Yes
Commissioner Dr. Linda Marks Yes
Commissioner Gladys Mezrahi Yes
Commissioner Marc Narotsky Yes
Commissioner Howard Weinberg Yes
Vice Mayor Robert Shelley Yes
Mayor Enid Weisman Yes
City of Aventura Resolution No. 2017-59
PASSED AND ADOPTED this 7th day of November, 2017.
ENI i " IS AN, MAYOR
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ATTEST:
ELLISA L. HORVATHLMDdIC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
CITY ATTORNEY
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AMENDMENT NO. 6 TO PROFESSIONAL SERVICES AGREEMENT
This Amendment No. 6 (the "Amendment") to the Professional Services Agreement is made by and
between the City of Aventura ("City") and American Traffic Solutions, LLC., a Delaware Limited Liability
Company, with its principal offices at 1550 N. Alma School Road, Mesa, Arizona 85201 ("ATS" or
Vidor") (individually, a "Party"; collectively, the "Parties"). and is effective as of the 1day of
Nlt,CiWi , 2017 (the "Effective Date"). The Professional Services Agreement and any prior
amendments thereto are collectively referred to as the"Agreement."
RECITALS
WHEREAS, on or about February 8, 2008, the City and Vendor entered into a Professional
Services Agreement, which was amended on or about September 1, 2009, July 1, 2010, May 7, 2013,
June 20, 2013, and November 7, 2014, (herein, the"Agreement") whereby the City and Vendor agreed to
the provision of Vendor services to the City in connection with a Traffic Camera Safety Program. subject
to the terms and conditions stated in the Agreement; and
WHEREAS, City and Vendor mutually desire to extend the term of the Agreement, modify the fee
structure for current services, and add enhanced services to the Agreement.
TERMS AND CONDITIONS
NOW THEREFORE, City and Vendor hereby agree as set forth below:
1. The execution of this Amendment shall serve as written notice by the City to Vendor, pursuant to
Section 2.0. Term. of the Agreement. to extend the Agreement for an additional five (5) year term
beyond the current term pursuant to terms of Section 2.0 of the Agreement. Notwithstanding
anything in the Agreement to the contrary, the parties agree the "Start Date" of this additional five
(5) year term shall be May 7, 2018. The remaining renewal terms and conditions in Section 2.0
Term. of the Agreement shall remain unchanged, except any future renewal terms must be
mutually acceptable to each party as indicated in writing.
2. Section 1.0 of Exhibit F of the Agreement is hereby modified to change the price per camera per
month from a lane-based pricing structure to a flat monthly fee of$4,250 per camera per month
for any camera installed prior to the effective date of this Amendment and $4,750 per camera per
month for any camera installed subsequent to the effective date of this Amendment. However, the
pricing for 1 or 2 lane sites remains unchanged and the same as stated in Section 1.0 of Exhibit F
of the Agreement prior to the effective date of this Amendment. The certified mail processing
surcharge also remains unchanged.
3. Option For Enhanced Video Services. Upon the granting of all necessary approvals and
permits, for which City agrees to obtain directly or assist Vendor in obtaining, Vendor agrees to
make available to City such video system enhancements that permit City to perform remote video
retrieval and video streaming for the Camera Systems installed as of the effective date of this
Amendment—should City provide Vendor with written notice of its desire to implement such
enhancements. In such event, fees shall be as indicated below, which are not included in the flat
monthly service fee set forth in Section 1.0 of Exhibit F of the Agreement.
Vendor shall make the system enhancements to allow for ATS Live to be available to City at
Vendor's expense, except that City shall be responsible for Data Plan Use fees. City understands
the standard fee for ATS Live AutoPatrol Add-On System of $1,650 per camera will be waived.
ATS Live includes 30 minutes per camera per month at no charge. Each Camera System's
allotted amount of minutes can be shared across all systems. For instance, if five (5) Camera
Systems are to be equipped with ATS Live, the first 150 minutes to be shared across those five
(5) Camera Systems every month will be free of charge to the City. If more than 150 minutes is
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used per month then each additional block of 30 minutes to be shared across all Camera
Systems will cost the City $30 per block.
4. The parties agree that the Enhanced Video Services shall be subject to the following provisions:
i. Historical video is stored at the Camera site for a time period of at least 30
days pursuant to the City's direction to retain the video for the period
specified in the State of Florida General Records Schedule GS1-SL, Item
Number 302, after which time the video is overwritten.
ii. Requested video files pursuant to the Enhanced Video Services will be
available for City download within 1 business day of request and will be
available for retrieval for 30 days, consistent with State of Florida General
Records Schedule GS1-SL, Item Number 302.
iii. City acknowledges that once it obtains a requested video file. it is
responsible for any preservation, and associated storage requirements that
may be required by law for said video file. Consistent with Section 5 of this
Amendment below. City agrees that since the requested video file is not
required by Vendor to perform the services outlined in this Agreement, the
video file and any resulting public records shall be transferred to City prior to
the termination of the Agreement and City shall serve as the records
custodian for any said public records created. City agrees to assume
responsibility to respond to, and if appropriate defend. at its sole expense,
any requests for data or information obtained through the Enhanced Video
Service, whether by formal public records request or otherwise. Vendor shall
not be responsible for any storage. storage costs or public records requests
pertaining to the historical video beyond maintaining public records
consistent with the records retention schedule specified by the City in this
Agreement and consistent with the process outlined in Section 5 of this
Amendment below.
iv. Video file requests from historical video are limited to 30 minutes. If
additional footage is required, additional requests may be made by City.
v. To avoid unintended data usage charges, streaming video is limited to 10-
minute sessions. After 10 minutes, users will be prompted to reconnect.
vi. City understands they are solely responsible for the proper use of video
gathered through any video enhancement.
5. The Agreement shall be modified to include the following provision:
a. Public Records: As required by Section 119.0701, Florida Statutes, ATS hereby specifically
agrees to comply with the public records laws of the State of Florida. ATS specifically agrees to:
Keep and maintain public records required by City in order to perform the service.
ii. Upon request from City's custodian of public records, provide City with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time
at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as
otherwise provided by law.
iii. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
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duration of the Agreement term and following completion of the Agreement if ATS does
not transfer the records to City.
iv. Upon completion of the Agreement, transfer, at no cost. to City all public records in
possession of ATS or keep and maintain public records required by City to perform the
project scope of services. If ATS transfers all public records to City upon completion of
the Agreement, 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 Agreement, ATS shall meet all
applicable requirements for maintaining public records. All records stored electronically
must be provided to City upon request from City's custodian of public records in a format
that is compatible with the information technology systems of City.
v. In the event ATS fails to comply with a public records request. City shall be authorized to
enforce this contractual provision.
vi. IF ATS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO ATS'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
Ellisa L. Horvath, MMC
19200 West Country Club Drive
Aventura, FL 33180
Telephone: (305)466-8901
Fax: (305)466-8919
horvathe@cityofaventura.com
6. Independent Counsel. Each party has had the benefit of counsel and the opportunity to seek
independent advice and counsel concerning the terms of this Amendment. Neither party is
relying on the other to provide information concerning the terms of this Amendment or its effect
on the Agreement. As such, Vendor and City agree that this Amendment is the product of
mutual effort and in the event of an ambiguity, it will not be construed more strictly against one
party than the other.
7. The provisions of the Agreement, as amended by this 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
Amendment, all terms of the Agreement shall remain in full force and effect. In the event of a
conflict between the terms of this Amendment and the Agreement, the terms of this Amendment
shall prevail and control.
8. This 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 Amendment on its behalf has all right
and authority to bind and commit that party to the terms and conditions of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment.
CITY OF AVENTURA AMERICAN TRAFFIC SOLUTIONS
Signature: Signature:
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Name/Title: E c, VU- so Name/Title.
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duration of the Agreement term and following completion of the Agreement if ATS does
not transfer the records to City.
iv. Upon completion of the Agreement, transfer, at no cost, to City all public records in
possession of ATS or keep and maintain public records required by City to perform the
project scope of services. If ATS transfers all public records to City upon completion of
the Agreement, 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 Agreement, ATS shall meet all
applicable requirements for maintaining public records. All records stored electronically
must be provided to City upon request from City's custodian of public records in a format
that is compatible with the information technology systems of City.
V. In the event ATS fails to comply with a public records request, City shall be authorized to
enforce this contractual provision.
vi. IF ATS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES,TO ATS'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
Ellisa L. Horvath, MMC
19200 West Country Club Drive
Aventura, FL 33180
Telephone: (305)466-8901
Fax: (305)466-8919
horvathe@cityofaventura.com
6. Independent Counsel. Each party has had the benefit of counsel and the opportunity to seek
independent advice and counsel concerning the terms of this Amendment. Neither party is
relying on the other to provide information concerning the terms of this Amendment or its effect
on the Agreement. As such, Vendor and City agree that this Amendment is the product of
mutual effort and in the event of an ambiguity, it will not be construed more strictly against one
party than the other.
7. The provisions of the Agreement, as amended by this 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
Amendment, all terms of the Agreement shall remain in full force and effect. In the event of a
conflict between the terms of this Amendment and the Agreement, the terms of this Amendment
shall prevail and control.
8 This 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 Amendment on its behalf has all right
and authority to bind and commit that party to the terms and conditions of this Amendment.
IN WITNESS WHEREOF,the parties hereto have executed this Amendment.
CITY OF AVENTURA AMERICAN TRAFFIC SOLUTIONS
Signature: el. Signature:
Name/Title:- �iG c.1m• rSQ�t� ` Name/Title: Liz Ciamiob
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Date: i t J 1 I i Date:
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