HomeMy WebLinkAboutC2012-068 - 3/20/2012 - ApprovedAMENDMENT TO THE AGREEMENT
BETWEEN
THE CITY OF CORPUS CHRISTI, TEXAS
AND
REDFLEX TRAFFIC SYSTEMS, INC.
FOR
PHOTO RED LIGHT ENFORCEMENT PROGRAM
This Amendment ( "Amendment ") is made as of the date of the last signature contained herein to
the Agreement for Photo Red Light Enforcement Program (the "Agreement ") made on or about
January 30, 2007 between Redflex Traffic Systems, Inc. ( "Redflex "), a Delaware Corporation
with offices located at 23751 N. 23 Avenue, Suite 150, Phoenix Arizona 85085 and The City of
Corpus Christi (the "Customer" and/or the "City "), Texas, a municipal corporation with offices
at 1201 Leopard Street, Corpus Christi, Texas 78101, individually the "Party" and collectively
referred to as the "Parties ".
RECITALS
WHEREAS, Redflex has exclusive knowledge, possession and ownership of certain equipment,
licenses, applications, and citation processes related to digital photo red light enforcement
systems; and
WHEREAS, the Customer desires to continue to engage the services of Redflex to provide
certain equipment, processes and back office services so that Authorized Employees of the
Customer are able to monitor, identify and enforce photo red light violations; and
WHEREAS, it is a mutual objective of both Redflex and the Customer to reduce the incidence of
vehicle collisions on municipal streets that will be monitored pursuant to the terms and
conditions of this Agreement.
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 amend the Agreement as follows:
AMENDED TERMS AND CONDITIONS
1. Extension of Initial Term The term of the Agreement shall be extended for an
additional five (5) years ( " Extended Term ") commencing on April 26, 2012. Thereafter, the
Agreement shall automatically renew for up to two (2) additional five (5) year terms unless the
Customer provides Redflex written notice of non- renewal at least thirty (30) days prior to
expiration of the then current term.
2012 -068
M2012 -055
3120/12
Redflex Traffic Systems, Inc. INDEXED
2. Termination for Cause Provision 6.1. of the Agreement, entitled,
" TERNUNATION FOR CAUSE is hereby deleted in its entirety and replaced with the
following language:
"6.1. TERMINATION FOR CAUSE Either parry shall have the right to
terminate, by written notice to the other party, this Agreement as follows: 1) after
120 days in the event of a termination for cause under provision 6.1(i) or 6.1(iv);
or 2) immediately in the case of termination for cause under 6.1(ii), 6.1(iii), or 3)
after the expiration of the 45 calendar day cure period in the case of termination
under provision 6.1(v), if any of the following termination for cause events occur:
(i) Texas or Federal laws are enacted or amended to prohibit or
substantially change (the "Change ") the operation of photo red light enforcement
systems and the Change that affects the operation of the photo red light
enforcement systems cannot be successfully resolved, cured or mitigated within
120 days after the enactment or amendment;
(ii) any Court having jurisdiction over any Texas municipality or other
Texas local government, rules, or Texas or Federal law declares, that results from
photo red light enforcement are inadmissible in evidence;
(iii) any court having jurisdiction over any Texas municipality or over any
other Texas local government rules that use of photo red light enforcement
systems violates State or Federal law;
(iv) the City of Corpus Christi is enjoined by a Court of law from
enforcement of the City ordinance regarding photographic traffic signal
enforcement system or enjoined from enforcement of this contract and the
injunction cannot be successfully lifted, resolved, cured or mitigated within 120
days after the injunction was entered by the Court; or
(v) the other party commits any material breach of any of the provisions of
this Agreement.
In the event of termination due to Section 6.1(ii), or 6.1(iii), Customer shall be
immediately relieved of any remaining obligations for payments to Redflex.
In the event of termination due to Section 6.1(i), or 6.1(iv) above, Customer's
payment obligations to Redflex shall be waived only from date of the enactment
of the Change as defined in Section 6.1 (i) or date of the injunction by a Court as
described in Section 6.1 (iv), until such time as the cause for the termination is
successfully resolved, cured, or mitigated to the extent reasonably and legally
permissible under the circumstances.
In the event of termination after the expiration of the periods expressly described
in section 6.16) or b. l (iv), then Customer shall be immediately relieved of any
remaining obligations for payment to Redflex.
In the case of termination under Section 6.1 (v) above, either parry shall have the
right to remedy the cause for termination within forty -five calendar days (or
2
within such other time period as the Customer and Redflex shall mutually agree,
which agreement shall not be unreasonably withheld or delayed), after written
notice from the non- causing party setting forth in reasonable detail the events of
the cause for termination.
If a breach by Redflex remains uncured after forty -five calendar days, then the
City may terminate the Agreement immediately by written notice to Redflex and
the City shall be relieved of any further obligations for payment to Redflex.
3. Termination for Convenience Provision 6.3 of the Agreement, entitled
"TERMINATION FOR CONVENIENCE" is hereby deleted in its entirety and replaced with the
following language:
"6.3 TERMINATION FOR CONVENIENCE. The Customer may terminate this
Agreement without cause at any time by giving thirty (30) days written notice of
termination to Redflex. In the event the Customer terminates this Agreement
without cause the Customer shall pay to Redflex an amount equal to the
unamortized cost, as hereinafter defined, of the direct labor costs and direct
material costs (but not including equipment cost and salvageable material costs)
solely associated with the installation of Intersection Approaches which have been
installed prior to termination based on the following:
1. A seven (7) year, month by month amortization schedule for all
Intersection Approaches (referred to as the " Intersection Approach 7 Year
Amortization Schedule and attached to this Amendment as Exhibit "I").
This amortization schedule shall commence as of the "Go Live" date of
each Intersection Approach.
Redflex shall provide an itemization, with supporting invoices and labor expense
documentation, to the Customer of the amount of direct labor costs and direct
material costs (but not including equipment costs and salvageable material costs)
solely associated with the installation of an Intersection Approach within thirty
days of the completion of each intersection approach, said amount is expected to
be in the range of $20,000 to $40,000 per Intersection Approach, but in no event
shall said amount exceed $40,000 per Intersection Approach.
Notwithstanding the foregoing, for each Intersection Approach for which there
are between twelve (12) to twenty -four (24) complete months between the
execution date of this amendment and the date of termination without cause, the
unamortized cost amount to be paid by the Customer to Redflex pursuant to this
section shall not exceed the amount which the Customer received from paid
Notices of Violation attributable to the Intersection Approach through the date of
termination.
3
4. Modifications to Exhibit "B "
" Construction and Installation Obligations is
follows:
EXHIBIT "B" of the Agreement, entitled
hereby amended by adding the language as
"Redflex shall, at Redflex' sole expense, retro -fit the following six (6) Designated
Intersection Approaches from the current video detection system with inductive loops or
other preferred detection devices as mutually agreed upon by both Parties in writing, in
accordance with schedule mutually agreed to by Redflex and Corpus Christi Police
Department Captain with oversight of the Red light camera program.
1.
CCR - EVHO -01
Everhart Rd and Holly Rd (NB)
2.
CCR- EVHO -02
Everhart Rd and Holly Rd (SB)
3.
CCR - GRGO -01
Greenwood Dr and Goliihar (SB)
4.
CCR - HOWE -01
Holly Rd and Weber Rd (EB)
5.
CCR- OCDO -01
Ocean Dr and Doddridge Rd (NB)
6.
CCR - STWI -01
Staples St and Williams Dr (NB)
Redflex shall relocate the following Designated Intersection Approaches listed below if
and only if 1) the City Manager approves the addition of three (3) new approaches (the
"Three Additional Approaches" or "Newly Added Approaches ") per each relocated
Designated Intersection Approach; and 2) the "Three Additional Approaches" are
successfully installed, implemented and become fully operational prior to the
commencement of any relocation activities regarding any of the below Designated
Intersection Approaches:
1. CCR - YOCI -01 Yorktown Blvd and Cimarron Blvd
2. CCR- MCA -01 McArdle Rd and Airline Rd (WB) — survey NB, EB
and SB
3. CCR - AYBA -01 Ayers St and Baldwin Blvd (NB)"
5. Provisions Deleted from Exhibit "D ". The following provisions listed below from
the section entitled, "BUSINESS ASSUMPTIONS FOR ALL PRICING OPTIONS:" of
EXHIBIT "D ", "COMPENSATION & PRICING" are hereby deleted in their entirety:
"4. A Designated Intersection Approach can be relocated to an alternative
location at the request and expense of the Customer. Such costs will be
supported by actual invoices from contractors providing the relocation
services."
and
"5. NON PRODUCTIVE CAMERAS If the Customer and Redflex
mutually agree that a camera does not provide public value or has not
reached the desired safety goals, a new location will be mutually selected
and the camera will be moved at NO COST to the Customer. If no further
locations are mutually agreed upon the Customer will inform Redflex in
4
writing and the camera will be removed at NO COST to the Customer
within thirty (30) calendar days after the receipt of the written notice. The
billing for the camera will stop immediately upon receipt of the written
notice."
6. Provisions Added to Exhibit "D ". EXHIBIT "D ", entitled "COMPENSATION &
PRICING", is here by amended by adding the language as follows:
"Additionally, Customer shall be obligated to pay to Redflex a fixed fee of
$4,870 per month for each of the Newly Added Approaches. The Cost
Neutrality provisions of Exhibit D apply to fixed fees for the Newly Added
Approaches."
7. Modification to EXHIBIT "A ". Exhibit "A ", entitled "Designated Intersection
Approaches" is hereby amended to include the below quoted language as follows:
"This contract is for the ol2cration of at least thirteen (13) cameras. Selection of
additional enforced intersection approaches will be determined by the City
Manager upon meeting the appropriate benchmarks of violation volume, traffic
volume, and crash data to be provided by the City Manager or his designee and
Redflex."
S. Road Re airs & Construction Projects. The operation of an installed camera shall
be temporarily suspended as a result of any Customer - authorized road repairs, street
improvements or stop work order that interrupts, impedes, obstructs or interferes with the
successful performance of the installed camera for a period of fourteen (14) or more calendar
days.
9. Commercially Reasonable Adjustments. On the third anniversary of the
execution of this Amendment and each subsequent third anniversary thereafter, the Parties agree
to examine in good faith the underlying financial requirements and compensation requirements
of the Agreement and, if necessary, negotiate mutually acceptable and commercially reasonable
adjustments ( "Adjustment(s) ") thereto. Any and all Adjustment(s) shall be enforceable only if in
writing signed by authorized representatives of both Parties.
10. Enforceabili of Non - Amended Terms and Conditions. Except as expressly
amended in writing in this Amendment, the terms and conditions of the Agreement and any and
all amendments, attachments and exhibits attached thereto and incorporated herewith by
reference shall be unchanged and shall remain enforceable and in full force and effect.
11. Relationship Between Redflex and the City. Nothing in this Amendment or the
Agreement shall create, or be deemed to create, a partnership, joint venture and/or the
relationship of principal and agent and/or employer and employee between the Parties. The
relationship between the Parties shall be that of independent contractors, and nothing contained
herein shall permit, authorize, sanction and/or allow, at any time, either Party to incur any debts
and/or liabilities on behalf of the other Party.
5
12. Headings The captions, titles, paragraph headings used in this Amendment are
for convenience only, and are not a part of this Amendment, and shall not be deemed relevant in
construing and /or interpreting this Amendment.
13. Execution And Counterparts. This Amendment may be signed in counterparts,
and each counterpart shall be deemed an original, but all of which shall constitute one and the
same instrument. The Parties agree that such counterpart shall be effective and enforceable on or
about the date of the last required signature.
14. Covenant of Further Assurances All Parties to this Amendment shall take,
undertake, approve, sanction, and perform, in full, any and all acts and activities and execute and
deliver any and all certificates, documents, permits, licenses, agreements, contracts, written
instruments and other papers deemed necessary and appropriate for successful and complete
compliance with each and every term and condition of this Amendment.
15. Authority to Execute The undersigned individuals hereby warrant and represent
that they have full authority to execute this Amendment on behalf of the entities for which they
have signed.
16. Legal Competence The Parties hereto expressly represent and warrant that they
are legally competent to execute this Amendment and that they do so of their own free will and
accord without reliance on any representations of any kind or character not expressly set forth
herein.
17. No Duress The Parties expressly represent and warrant that this Amendment has
been freely and voluntarily entered into and that the Parties did not execute this Amendment
under duress of any kind, from any Party or person, regardless of whether they are a signatory
hereto.
18. Joint Efforts This Amendment has been prepared by the joint efforts of the
respective attorneys for the Parties and each Party acknowledges and agrees that the general rule
of contract construction providing that the provisions of a contract are to be strictly construed
against the drafter of the agreement is hereby waived.
19. No Waiver No waiver of any of the terms of this Amendment shall be binding
unless in writing and signed by all Parties hereto. No waiver of any term of this Amendment
shall be deemed a waiver of any subsequent breach or default of the same or similar nature.
20. Severability The invalidity or unenforceability of any paragraph or provision of
this Amendment shall not affect the validity or enforceability of the remainder of this
Amendment, or the remainder of any paragraph or provision. This Amendment shall be
construed in all respects to the fullest extent permitted by law, and as if any invalid or
unenforceable paragraph or provision was omitted.
21. Understanding The Parties to this Amendment represent that they have received
independent advice of counsel concerning the meaning and legal effect of the terms of this
Amendment. After such counseling, the Parties represent that they fully understand this
Amendment and its terms, and, with this full understanding, voluntarily enter into this
Amendment as evidenced by signing it below. The Parties have read and understand all terms
and conditions of this Amendment.
22. Binding Effect This Amendment and Exhibit B and Exhibit D attached hereto
shall inure to the benefit of and be binding upon the assigns and successors of the respective
Parties.
7
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as set forth below.
THE CITY OF CORPUS CHRISTI:
Date:
Name: IP N A j L. 0(!�
Title: b4 �, rn� r
REDFLEX TRAFFIC SYSTEMS, INC.:
Date: 0
Signature • - C.�- ! 1
Name: /'�
Title: _ LEQ
Apprnwd u to form:
Lisa Aguilar
Assistant Ci ttorney
For City Attorney
TMSTr
ARVPRlNDO CHAPA
J
CITY SECRE An-
012 j D 6-5. AU HUK "
Sy M-UNCIL
8
EXHIBIT "1"
"Intersection Approach 7 Year Amortization Schedule
Number
Number
"Go Live"
of
Months
Sum of
Cap $20K
"Go Live"
of
Months
Sum of
Cap $20K
Date
months
Remaining
Depreciation
- $40K
Date
months
Remaining
Depreciation
- $40K
used
used
xxlxx/20xx
0
84
$476.19
$40,000.00
xx/xx/20xx
43
41
$476.19
$19,523.83
xx/xx/20xx
1
83
$476.19
$39,523.81
xx/xx/20xx
44
40
$476.19
$19,047.64
xx/xx/20xx
1 2
82
$476.19
$39,047.62
xx/xx/20xx
45
39
$476.19
$18,571.45
xx/xx/20xx
3
81
$476.19
$38,571.43
xx/xx/20xx
46
38
$476.19
$18,095.26
xx/xx/20xx
4
80
$476.19
$38,095.24
xxlxx/20xx
47
37
$476.19
$17,619.07
xx/xx/20xx
5
79
$476.19
$37,619.05
xx/xx/20xx
48
36
$476.19
$17,142.88
xx/xx/20xx
6
78
$476.19
$37,142.86
xx/xx/20xx
49
35
$476.19
$16,666.69
xx/xxl20xx
7
77
$476.19
$36,666.67
xx/xx/20xx
50
34
$476.19
$16,190.50
xx/xx/20xx
8
76
$476.19
$36,190.48
xx/xx/20xx
51
33
$476.19
$15,714.31
xx/xx/20xx
9
75
$476.19
$35,714.29
xx/xx/20xx
52
32
$476.19
$15,238.12
xx/xx/20xx
10
74
$476.19
$35,238.10
xx/xx/20xx
53
31
$476.19
$14,761.93
xx/xx/20xx
11
73
$476.19
$34,761.91
xx/xx/20xx
54
30
$476.19
$14,285.74
xx/xx/20xx
12
72
$476.19
$34,285.72
xx/xx/20xx
55
29
$476.19
$13,809.55
xx/xx/20xx
1 13
71
$476.19
$33,809.53
xx/xx/20xx
56
28
$476.19
$13,333.36
xx/xx/20xx
14
70
$476.19
$33,333.34
xxlxx/20xx
57
27
$476.19
$12,857.17
xx/xx/20xx
15
69
$476.19
$32,857.15
xx/xx/20xx
58
26
$476.19
$12,380.98
xx/xx/20xx
16
68
$476.19
$32,380.96
xx/xx/20xx
59
25
$476.19
$11,904.79
xx/xx/20xx
17
67
$476.19
$31,904.77
xx/xx/20xx
60
24
$476.19
$11,428.60
xx/xx/20xx
18
66
$476.19
$31,428.58
xx/xx/20xx
61
23
$476.19
$10,952.41
xxlxx/20xx
19
65
$476.19
$30,952.39
xx/xx/20xx
62
22
$476.19
$10,476.22
xx/xx/20xx
20
64
$476.19
$30,476.20
xxlxx/20xx
63
21
$476.19
$10,000.03
xx/xx/20xx
21
63
$476.19
$30,000.01
xx/xx/20xx
64
20
$476.19
$9,523.84
xx/xx/20xx
22
62
$476.19
$29,523.82
xx/xx/20xx
65
19
$476.19
$9,047.65
xx/xx/20xx
23
61
$476.19
$29,047.63
xx/xx/20xx
66
18
$476.19
$8,571.46
xx/xx/20xx
24
60
$476.19
$28,571.44
xx/xx/20xx
67
17
$476.19
$8,095.27
xx/xx/20xx
25
59
$476.19
$28,095.25
xx/xx/20xx
68
16
$476.19
$7,619,08
xx/xx/20xx
26
58
$476.19
$27,619.06
xx/xx/20xx
69
15
$476.19
$7,142.89
xx/xx/20xx
27
57
$476.19
$27,142.87
xx/xx/20xx
70
14
$476.19
$6,666.70
xx/xx/20xx
28
56
$476.19
$26,666.68
xx/xx/20xx
71
13
$476.19
$6,190.51
xx/xx/20xx
29
55
$476.19
$26,190.49
xx/xx/20xx
72
12
$476.19
$5,714.32
xx/xx/20xx
30
54
$476.19
$25,714.30
xx/xx/20xx
73
11
$476.19
$5,238.13
xx/xx/20xx
31
53
$476.I9
$25,238.11
xx/xx/20xx
74
10
$476.19
$4,761.94
xx/xx/20xx
32
52
$476.19
$24,761.92
xx/xx/20xx
75
9
$476.19
$4,285.75
xx/xx/20xx
33
51
$476.19
$24,285.73
xx/xx/20xx
76
8
$476.19
$3,809.56
xx/xx/20xx
34
50
$476.19
$23,809.54
xx/xx/20xx
77
7
$476.19
$3,333.37
xx/xx/20xx
35
49
$476.19
$23,333.35
xx/xx/20xx
78
6
$476.19
$2,857.18
xx/xx/20xx
36
48
$476.19
$22,857.16
xx/xx/20xx
79
5
$476.19
$2,380.99
xx/xx/20xx
37
47
$476.19
$22,380.97
xx/xx/20xx
80
4
$476.19
$1,904.80
xx/xx/20xx
38
46
$476.19
$21,904.78
xx/xx/20xx
81
3
$476.19
$1,428.61
xx/xx/20xx
39
45
$476.19
$21,428.59
xx/xx/20xx
82
2
$476.19
$952.42
xx/xx/20xx
40
44
$476.19
$20,952.40
xx/xx/20xx
83
1
$476.19
$476.23
xx/xx/20xx
41
43
$476.19
$20,476.21
xx/xx/20xx
84
0
$476.19
$0.04
xx/xx/20xx
42
42
$476.19
$20,000.02
End of Document
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