HomeMy WebLinkAboutContract 35646-A1 (2) CITY SECR TAN
CONTRACT NO.
AMENDMENT TO CITY SECRETARY CONTRACT NO. 35646, AUTOMATED RED
LIGHT PROGRAM SERVICES CONTRACT AND RIGHT OF WAY USE AGREEMENT
WHEREAS, the City of Fort Worth ("City") and American Traffic Solutions,
Inc., ("Contractor" or "ATS") made and entered into City Secretary Contract No. 35646 (the
"Contract");
WHEREAS, the City and ATS renewed the Contract on August 15, 2012, which
extended the term of the Contract through August 14, 2015;
WHEREAS, the City and ATS wish to further extend the term of the Contract and
also amend certain terms and conditions;
WHEREAS, the City has an lnterlocal Cooperative Purchasing Agreement with the
City of Arlington as permitted by Texas Local Government Code Chapter 271 which
authorizes each city to utilize the other's competitively bid contracts for goods and services;
WHEREAS, the City of Arlington competitively bid red light camera program services
and selected ATS as its vendor; and
WHEREAS, the City of Arlington extended the term of its contract with ATS for a
total of twenty years;
NOW THEREFORE, City and ATS, acting herein by and through their duly
authorized representatives, enter into the following agreement that amends the Contract:
1.
Article 3, Term, shall be deleted in its entirety and replaced with the following:
"3. TERM
The term of this Contract commenced on August 15, 2007, and shall continue until May 28,
2026, subject to the provisions of Article 6."
2
rrn Article 5, COMPENSATION AND CITY COST NEUTRALITY, shall be
m deleted in its entirety and replaced with the following language:
® "5. COMPENSATION AND CITY COST NEUTRALITY
In consideration of the use of the limited right of way provided by City and Contractor's
00 services provided to City, Contractor shall cause the processing of notices of
® Violations, and collection of civil penalties and related fees or Receipts for Violations as set
EOP11CIAL ®Y CFW and ATS Amendment 1 to City Secretary ContractPge 15of 7
i
by Contract and City ordinance.
City shall pay Contractor monthly fees for each Intersection Approach. Commencing on
May 29, 2015, and assessed every May 291h thereafter, monthly fees for each Intersection
Approach are as follows:
Camera age as of May 29 2015* Monthly fee
0-4 years $4 970
5 years $4,820
6 years $4,620
7+years $4,120
*Camera age is based on years that have passed since original installation of the camera as
of May 29 of each year.
Compensation includes use of the right of way and Contractor's system including without
limitation, the digital video red light camera equipment, installation, maintenance violation
processing services, state records processing as applicable, mailing of all notices in color
with return envelope, data transmission to the City, processing of payments (excluding
delinquency collections) collection of violation fees, expert witness as needed, call center
support for general program questions and a public awareness program and other services in
this Contract. Contractor will submit to City $10 (ten dollars) per camera per month that the
City supplies the power source for said camera(s).
In the event a new approach becomes operational on a day that is later than the first day of
the month, then the amount of the Receipts for that camera for that month shall be prorated
at a daily rate based on the corresponding camera tier as referenced in this Article 2 of this
Amendment.
In the event a camera is non-functional, liquidated damages will be assessed as stated in the
Contract, and the Receipts for that camera shall be reduced by a prorated daily rate
based on the corresponding camera tier, as referenced in this Article 2 of this First
Amendment and by any liquidated damages provided in the Contract.
The focus of this Contract, as well as community education campaigns, is to encourage
drivers to reduce red light violations. Accordingly, the City and Contractor agree that the
compensation is not dependent upon violation rates but is made in consideration of total
services rendered in support of the Program. No money has been funded by the City for this
program. The parties agree that this program is intended to be revenue neutral or "self-
funding," and therefore, the City's obligations and the total compensation paid to ATS over
the course of this Contract shall not exceed the total amount of civil penalties received from
violators and specifically shall not exceed the amount of compensation for all Intersection
Approaches, excluding fees associated with delinquent collections and any other
additional services which may be requested by the City.
CFW and ATS Amendment 1 to City Secretary Contract No. 35646
Page 2 of 7
ATS agrees that the City's permission to use right of way and collect Receipts shall be
limited to those Receipts generated by the Program and actually received by the City up to
120 days following the termination of this Agreement regardless of cause, such 120 day
period being used for an accounting "true up" period. Only Receipts generated prior to any
termination date will be processed during any "true up"period.Contractor acknowledges that
the City is not making, and will not make, any current or future obligation of any other funds
of the City. In the event that the Program receipts are not sufficient to make the full monthly
intersection Contractor fee, the deficit shall be carried forward to the next month, and so on,
until the limit of the fee is obtained provided, however, that no deficit shall be due to ATS
after the termination of this Agreement and any "true-up" period defined herein. The City
shall be immediately rendered any excess Receipts or Receipts that inadvertently are
received by Contractor or any collection contractor.
Receipt reporting by Contractor will include without limitation, all Receipts per Intersection
Approach per month in a report provided to the City on a monthly basis provided by the
fifteenth of each month for the preceding operational month, the amount due and
accompanied by proper supporting documentation. Proper supporting documentation shall
include the number and dollar amount of Receipts collected, including the late fees.
Contractor shall collect and cause Receipts to be deposited into a blocked account for the
benefit of the City as approved by the City. Receipts collected shall be deposited into an
account designated by the City within twenty-four (24) hours of receipt or to a lockbox as
determined by City. All Receipts collected will be deposited and transferred by wire the first
business day of each month to the City's primary account as designated by the City.
Contractor may work with a collection agency to pursue any Unpaid Violations (which are
defined as those notices of Violation where no Receipts have been collected after 60 days) if
approved in advance by the City. Collection fees shall not exceed twenty three percent (23%)
of the Receipts due to the City. The Contractor shall outline methods to be used for collection
of past due payments. These methods shall be approved by the City. Contractor's Program
shall comply with the Federal and Texas Fair Debt Collections Acts. All Receipts or accounts
receivable shall be promptly returned to City.
If City's Program is ever enjoined by a court or prohibited by a temporary restraining order from
operating at any time during this Contract, City shall not be responsible for payments to
Contractor under this Article 5 for the duration of the injunction or the temporary restraining
order on operating the Program, except that City shall be responsible for and required to pay to
Contractor any fees incurred prior to such injunction or temporary restraining order and such fees
shall be prorated daily."
3.
Article 6, TERMINATION, shall be deleted in its entirety and replaced with the
following language:
"The City's right to terminate this Agreement for any of the reasons below is cumulative of
all rights and remedies which exist now or in the future.
CFW and ATS Amendment 1 to City Secretary Contract No. 35646
Page 3 of 7
Termination for Cause. City may terminate this Contract for a breach by Contractor of any
provision of this Contract, provided, however, that the City shall have first notified the
defaulting party in writing of the proposed termination, and shall have given the Contractor
a thirty (30) day period to cure the breach.
Immediate Termination. Immediate termination shall occur if the Program is ruled illegal in
whole or in part, or the Violations (as a collective whole, and not just in a particular case, or
in a number of particular cases, even if related) are ruled unenforceable by the ruling of a
court of competent jurisdiction. Immediate termination shall also occur if the Program is
prohibited by an act of the Texas Legislature or other branch or agency of Texas
government or a court of competent jurisdiction, except the contract shall continue in effect
if an exception is authorized under state law to allow such continuation. Furthermore, City
may immediately terminate this Contract if it is effectively made impractical to perform or
is rendered economically unacceptable to the City's City Manager because funding is not
approved by the City Council for any given budget year during the Contract. Finally, City
may immediately terminate this Contract if the Program is overturned by a validly held
election for an initiative or referendum. Upon receipt of an initiative petition or proposed
referendum request, City will in good faith review the request to ensure it complies with the
City's Charter and Texas law prior to placing it on the ballot. If a lawsuit challenging the
initiative or referendum election result is not filed against the City within thirty (30) days
from the date the results are canvassed, the Contract shall immediately terminate under this
provision. If a lawsuit is filed, the City shall have the right to suspend the Program
immediately after the canvassing of election results, pending the outcome of the legal
challenge. "Suspend" in this paragraph means all operations of the Program will stop
including, but not limited to, the operation of cameras, issuance and enforcement of tickets,
holding and scheduling of court hearings, and all payments from City to ATS. Neither party
will have any obligation or duty to perform during the suspension period, and City reserves
the right to exercise any other termination option contained in this Contract during any
suspension period. If the election result described under this paragraph is not upheld, City
will not be liable to ATS for any payments that could have been made during the suspension
period.
Termination by Convenience. In addition to the other termination remedies contained in this
Article 6, City may terminate this Contract every September 30th for any reason by
providing Contractor written notice at least eighteen (18) months prior to such termination
date. In addition to the other termination remedies contained in this Article 6, Contractor
ma terminate this Contract commencing on September 30, 2019, and every 2nd September
30t thereafter for any reason by providing written notice of its intent to terminate to the City
at least eighteen (18) months prior to such termination date. In no way shall the City or
Contractor be obligated to provide notice in the case of an immediate termination under this
Article 6.
TERMINATION OF THIS CONTRACT IS THE ONLY REMEDY FOR "IMMEDIATE
TERMINATION" OR"TERMINATION FOR CONVENIENCE" (AS DEFINED ABOVE)
OF THIS CONTRACT WHICH DOES NOT CONSTITUTE A DEFAULT OR BREACH
OF THIS CONTRACT. EACH PARTY WAIVES ANY CLAIM IT MAY HAVE NOW
CFW and ATS Amendment 1 to City Secretary Contract No. 35646
Page 4 of 7
OR IN THE FUTURE FOR FINANCIAL LOSSES OR OTHER DAMAGES RESULTING
FROM THE IMMEDIATE TERMINATION OR TERMINATION FOR CONVENIENCE
OF THIS CONTRACT."
4
Article 8, SCOPE OF WORK, shall be amended by adding the following:
"From time to time, and subject to the provisions of the Contract, upon the mutual agreement of
the parties, the parties may determine to increase the number of Intersection Approaches or
otherwise expand the scope of Contractor's services pursuant to this Contract."
5
Article 15,NOTICES, shall be amended by replacing the existing contact information
with the following:
ATS:
American Traffic Solutions, Inc.
Attn: President
1330 W. Southern Avenue
Tempe, AZ 85282
COPY TO:
American Traffic Solutions, Inc.
Attn: General Counsel
1330 W. Southern Avenue
Tempe, AZ 85282
CITY:
City of Fort Worth
Attn: Assistant City Manager for Transportation and Public Works
1000 Throckmorton St.
Fort Worth, TX 76102
COPY TO:
City of Fort Worth
Attn: Transportation and Public Works Director
1000 Throckmorton St.
Fort Worth, TX 76102
And
City of Fort Worth City Attorney's Office
Attn: Red Light Camera Attorney
1000 Throckmorton St.
Fort Worth, TX 76102
CFW and ATS Amendment 1 to City Secretary Contract No. 35646
Page 5 of 7
6.
All other provisions of the Contract which are not expressly amended herein shall
remain in full force and effect.
EXECUTED on this the O day of , 2015.
CITY OF FORT WORTH AMERICAN TRAF C SOLUTIONS, INC.
By: By: 6jj
Fernando Costa David Roberts
Assistant City Manager President and Chief Operating Officer
Date: 61%Z'7/j Date:
Ty.-
Name Kristen Y g
Title: Deputy General Counsel- SLGS
APPROVAL RECOMMENDED:
By: I ( J L
Doug W. Wi6rsig, Ph.D., P.E.
Transportation&Public Works
ATTEST: 0 000000 �
070
By;
M Kayser °
City Secretarys�' `
APPROVE S TO FORM AND LEGALITY:
By:
Jessica Sangtg OFFICIAL RECORD
Assistant Citorney II CITY SECRETARY
FT.WORTH,TX
CFW and ATS Amendment 1 to City Secretary Contract No. 35646
Page 6 of 7
CONTRACT AUTHORIZATION:
M&C: 3 O 9-
Date Approved: r l Cf
CFW and ATS Amendment 1 to City Secretary Contract No. 35646
Page 7 of 7
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
Ry�Ty
CITY COUNCIL AGENDA FOT
COUNCIL ACTION: Approved on 611912015
DATE: 5/19/2015 REFERENCE C-27309 LOG NAME: 20AMENDATSCONTRACT
NO..
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of an Amendment to City Secretary Contract No. 35646 with American
Traffic Solutions, Inc., for the City of Fort Worth's Red-Light Camera Enforcement Program
to Extend the Term, Reduce Camera Lease Fees and Modify Termination Rights (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an amendment to City Secretary
Contract No. 35646 with American Traffic Solutions, Inc., for the City of Fort Worth's Red-Light Camera
Enforcement Program to extend the term, reduce camera lease fees and modify termination rights.
DISCUSSION:
The City of Fort Worth's Red-Light Camera Enforcement Program (Program) operates 58 cameras at 43
intersections. This Program improves public safety by changing driver behavior related to red-light
running using a combination of enforcement and traffic signal operations improvements to support traffic
safety related activities.
The City of Arlington competitively bid Program services and entered into an Agreement with American
Traffic Solutions (ATS) on January 10, 2007, for a term of 20 years, as amended. Using an Interlocal
Cooperative Purchase Agreement with the City of Arlington, the City of Fort Worth entered into an
Agreement with ATS for operation of its Program. The Agreement was for an initial five years with two
renewal options, and City of Fort Worth staff recommends amending its Agreement with ATS to extend
the term for a period of 11 years. Any expiration or termination of the City of Arlington's Agreement
does not affect the validity of the City of Fort Worth's Agreement after execution.
This amendment also replaces Article 5, Compensation and City Cost Neutrality, with new monthly
camera lease fees based on the age of cameras, modifies Article 6, Termination to provide the City of
Fort Worth a more favorable termination provision, amends Article 8, Scope of Services to contemplate
the addition of future cameras as deemed necessary and updates Article 15, Notices with new contact
information.
New Camera Lease Fee Structure:
Camera age as of May 29, 2015 Number Current Monthly New Monthly Camera
of Camera Lease Fee Lease Fee
Cameras
0-4 years 15 $4,970.00 $4,970.00
5 years 10 $4,970.00 $4,820.00
6 years 10 $4,970.00 $4,620.00
7+ years 23 $4,970.00 $4,120.00
Annual Camera Lease Costs $3,459,120.00 $3,164,620.00
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21087&councildate=5/19/2015 5/27/2015
NUC Review Page 2 of 2
Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek
competitive bids for purchase of the item. ATS'Agreement was competitively bid by Arlington to
increase and simplify the purchasing power of government entities.
ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by
the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as
long as sufficient funds have been appropriated.
M/WBE OFFICE -American Traffic Solutions, Inc., is in compliance with the City's M/WBE Ordinance by
committing to 10 percent M/WBE participation on this amendment. The City's goal on this amendment
is 10 percent.
AGREEMENT TERM - Upon City Council approval this Agreement shall extend the contract term until
May 28, 2026, unless otherwise terminated.
FISCAL INFORMATION/CERTIFICATION:
The Fiscal Year 2015 budget included appropriations of$3,685,680.00 in the Red-Light Camera Fund
for this purpose. To date, $1,386,016.00 of those appropriations have been expended. Upon approval
of this recommendation, the Financial Management Services Director certifies that funds are available
within the existing appropriations for this expenditure.
TO Fund/Account/Centers FROM Fund/Account/Centers
R159 539390 0202504 $1,778,504.00
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Douglas W. Wiersig (7801)
Additional Information Contact: Douglas W Wiersig (7801)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21087&councildate=5/19/2015 5/27/2015