HomeMy Public PortalAboutRoadwatch Management (Red Light Camera)(105)INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CON &ACTOR AGREEMENT (hereinafter "Agreement") is made and
entered into as of the 3 day oft)(1 -g-C-t‘ , 2018 by and between the CITY OF
CRESTVIEW, a Florida municipal corporation, 198 North Wilson Street, Crestview, Florida
32536 (hereinafter "City"), and ROADWATCH MANAGEMENT, INC., a Florida corporation,
308 North Sunset Boulevard, Gulf Breeze, Florida 32561, (hereinafter "Contractor"), who may
hereinafter be individually referred to as a "Party" or collectively as the "Parties."
WITNESSETH:
WHEREAS, Contractor is in the business of providing to or on behalf of local
governmental entities and law enforcement agencies various consulting, administrative, and
management services in connection with numerous areas including but not limited to automated
enforcement of traffic control laws.
WHEREAS, City is desirous of operating within the City an automated system of
enforcing red light violations, and is contemplating the addition of other intersections to the
automated red light enforcement program (hereinafter collectively the "Automated Red Light
Enforcement Program") over time.
WHEREAS, the City desires to retain the services of an independent contractor to
administer the Automated Red Light Enforcement Program, provided that the independent
contractor is qualified and experienced in such work.
WHEREAS, the City also desires to retain the services of an independent contractor to
provide other consulting and administrative services including, but not limited to, consulting with
respect to both law enforcement and non -law enforcement services, and other services as may be
desired by the Police Chief from time to time.
WHEREAS, Contractor is able to furnish unto City individuals who have significant
experience, knowledge, and expertise in consulting, administration, and management of the
aforementioned services desired by the City.
WHEREAS, Contractor, through its employees and representatives who are furnished to
perform the services contemplated herein, agrees to provide the requested services to the City
according to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, covenants, terms and
conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
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1. Description of Work: Contractor shall furnish such qualified, experienced, and
knowledgeable personnel as necessary to administer the Automated Red Light Enforcement
Program, to perform the functions and duties specified in the attached Exhibit "A," and to
perform such other legally permissible and proper duties and functions as the Police Chief may
assign from time to time.
2. Term: This Agreement shall be effective and its term shall commence as of
i 3 date rnetAZL. , (the "Effective Date"), and shall continue in full force and
effect for a period of five (5) years.
This Agreement shall be automatically renewed and extended for successive five (5) year
periods unless, thirty (30) days prior to expiration of the then existing term, a Party provides
written notice to the other Party of its intentions to terminate and/or not renew this Agreement
upon expiration of the then existing term. This contract shall be coterminous with the contract
between the City of Crestview and Sensys America, Inc. for the provision of the automated red
light enforcement system and shall be renewed and maintained so long as the contract with
Sensys America, Inc., remains in effect. Should the contract with Sensys America, Inc. be
terminated at any point in the future, this contract would also be terminated, unless the city should
elect to engage the contractor to perform the same services using another vendor. The foregoing
notwithstanding, this Agreement may be terminated as follows:
(a) With Cause. The City may terminate this Agreement "for cause" (as that term is
defined below) at any time upon the City furnishing written notice to the Contractor of its
intentions to terminate this Agreement for cause; or
(b) Without Cause. Either Party may terminate this Agreement without cause by
providing the following advance written notice to the other Party of its intentions to terminate this
Agreement without cause: if either Party desires to terminate this Agreement, or an extension
hereof, without cause, the Party must provide the other Party six (6) months advance written
notice of its intent to terminate this Agreement without cause and, during such six (6) month
period, the Parties shall continue to adhere to and perform the terms set forth herein. The
foregoing notwithstanding, the right to immediately terminate this Agreement for cause as
contemplated in subparagraph (a), above, shall remain although one Party may have furnished to
the other Party a notice of intent to terminate this Agreement without cause.
For purposes hereof, "for cause" shall mean malfeasance, misconduct, unethical
behavior, or failure to perform the terms of this Agreement by the Contractor (or any of its
employees, representatives, or agents) as reasonably determined by the City. The term, `for
cause', shall also include circumstances where there is a complete or significant reduction in
revenues to the city from its Automated Red Light Enforcement Program if the city reasonably
determines that it is not economically efficient to pay Contractor the compensation contemplated
herein and the Automated Red Light Enforcement Program is terminated by the city.
In addition to the foregoing, in the event that (i) the City for any reason whatsoever
discontinues or suspends its Automated Red Light Enforcement Program, this Agreement shall
automatically be terminated as of the date and time of such discontinuance and/or change in
ownership, notwithstanding the failure of either Party to provide the advance written notice
contemplated in the preceding paragraph.
3. Relationship of the Parties: The Parties intend that an independent contractor -
customer relationship be established by this Agreement. The City is interested only in the results
to be achieved, and the conduct and control of the work will lie solely with Contractor. However,
those individuals furnished by Contractor to perform the services contemplated herein shall
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perform such work in accordance with currently accepted practices and pursuant to the guidelines
applicable to the Automated Red Light Enforcement Program and other services to be provided
by Contractor. Neither Contractor nor any of its employees, agents, or representatives shall in any
manner whatsoever be considered or deemed an employee of City for any purpose, and the
Contractor as well as its employees, agents, and representatives are not entitled to any of the
benefit that the City provides or may provide to its employees. It is understood that the City does
not agree to use the Contractor exclusively and that the City may employ such personnel as it
deems appropriate to provide any of the services contemplated herein.
4. Compensation: The City shall pay Contractor, for its services rendered pursuant
hereto in administering the Automated Red Light Enforcement Program, the sum of Two
Thousand Five Hundred and XX/100 Dollars ($2,500.00) a month, to be paid on or before the last
day of each month during the terms of this Agreement, such compensation to be paid only so long
as this Agreement remains in effect.
In addition to the compensation in the preceding paragraph, the City shall pay Contractor
for its services in administering each camera installation the sum of Two Hundred Fifty and
XX/100 Dollars ($250.00) a month for each camera in the Automated Red Light Enforcement
Program. The City's obligation to pay the additional amounts contemplated in this Paragraph
shall commence as of the first day of the first month following the automated system of enforcing
red light violations becoming fully operational at an intersection and the said additional
compensation shall be paid on or before the last day of each month during the term of this
Agreement, such additional compensation to be paid only so long as this Agreement remains in
effect. Further, the City's obligation to pay the said additional sums contemplated in this
paragraph shall remain in effect only for such periods of time that the automated system of
enforcing red light violations remain operational at each additional intersection.
In addition to the foregoing, provided that such attendance is approved in advance by the
Police Chief, during the term hereof it is anticipated that Contractor will send one of its
employees to attend other meetings, conferences, and the like in relation to performing the
services outlined in this agreement. The City will pay, in accordance with applicable laws and
ordinances and policies of the City, the travel and subsistence expenses incurred or to be incurred
by Contractor's employees in connection therewith.
Other than as expressly provided herein, Contractor shall be solely responsible for all
expenses incurred in connection with its performance of its duties and obligations contemplated
in this Agreement.
Roadwatch Management, Inc. intends, acknowledges, and agrees that under no
circumstance whatsoever shall the City's performance of any of its obligations hereunder or in
connection herewith cause the City to incur more direct expenses than revenues realized by the
City at the start-up of the red light enforcement program. Roadwatch Management, Inc. will not
receive payment for services until such time as there is sufficient revenue realized from the red
light enforcement program to cover the compensation specified in this contract. Any unpaid
period of service at the start-up of the red light camera enforcement program shall be
compensated at such time as there are sufficient revenues from the red light camera enforcement
program to cover the costs of this contract. The costs of this contract shall be considered red light
camera enforcement program operating costs with respect to any other revenue neutrality
provisions of a red light camera enforcement contract the City of Crestview may have and shall
take precedence over the revenue neutrality provisions of any other such contracts.
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5. Taxes: Contractor shall be responsible for paying all taxes, including but not limited to
social security tax (FICA), federal unemployment tax (FUTA), income withholding tax, or any
other tax or charge associated with Contractor's performance hereunder, including all work
performed by Contractor's employees, agents, and representatives. City shall be responsible only
for providing Contractor with an IRS Form 1099 each calendar year.
6. Performance of Work:
(a) Place of Work. Services to be provided by Contractor pursuant to this Agreement
shall be performed at such locations as Contractor deems appropriate, although it is recognized
that files and other appropriate documents shall be primarily maintained at City's principal place
of business.
(b) Time Devoted to Work. In the performance of the services contemplated herein, the
hours Contractor or the personnel it furnishes are to work on any given day will be entirely within
Contractor's control and the City will rely upon Contractor and such personnel to work such
number of hours as is necessary to fulfill the spirit and purpose of this Agreement.
(c) Employment of Personnel. Contractor shall be responsible for providing experienced
and qualified personnel to perform the services contemplated herein, and Contractor shall be
responsible for and in full control of the work performed by such personnel.
(d) Right of Supervision. In the performance of the services contemplated herein,
Contractor is an independent contractor with the authority to control and direct performance of
the details of the work, with the City being interested only in the results obtained. However, the
services contemplated herein must meet the approval of the City and must be subject to the City's
general right of inspection and supervision to assure satisfactory completion thereof. The actual
performance and superintendence of all work and services contemplated herein shall be by
Contractor, but the City may designate a representative who shall at all time have access to
inspect the work performed by Contractor in order to determine whether such work is being
performed in accordance with the provisions hereof. Such representative(s) of the City shall be
empowered to act for the City in all matters relating to the Contractor's performance of the work
contemplated herein. Upon request of the City's representative, Contractor shall make available
and provide to such representative(s) the originals or copies of all records and documents of any
nature relating to Contractor's performance of the services contemplated herein.
(e) Public Records. Contractor shall comply with the requirements of Florida's Public
Records law. In accordance with Section 119.0701, Florida Statutes, Contractor shall:
i. Keep and maintain public records required by the public agency to perform the
service.
ii. Upon request from the public agency's custodian of public records, provide
the public agency 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 under Florida's
Public Records Law 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
duration of the contract term and following completion of this contract if Contractor does not
transfer the records to the public agency.
iv. Upon completion of this contract, transfer, at no cost, to the public agency all
public records in possession of the Contractor or keep and maintain public records required by the
public agency to preform the service. If the Contractor transfers all public records to the public
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agency upon completion of the contract, the Contractor shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of this contract, the Contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from public agency's
custodian of public records, in a format that is compatible with the information technology
systems of the public agency.
v. If Contractor has questions regarding the application of
Chapter 119, Florida Statutes, to Contractor's duty to provide public
records relating to this contract, Contractor shall contact the Custodian
of Public Records at:
City Clerk, City of Crestview
198 North Wilson Street
P.O. Box 1209
Crestview, Florida 32536
(850) 682-1560 Extension 250
cityclerk@cityofcrestview.org
vi. In the event the public agency must initiate litigation against Contractor in
order to enforce compliance with Chapter 119, Florida Statutes, or in the event of litigation filed
against the public agency because Contractor failed to provide access to public records responsive
to a public record request, the public agency shall be entitled to recover all costs, including but
not limited to reasonable attorney's fees, costs of suit, witness fees, and expert witness fees
expended as part of said litigation and any subsequent appeals.
7. Fiduciary Obligations: The Parties recognize and acknowledge that by entering into
this Agreement, the City has reposed unto Contractor special confidence and trust that Contractor
will act in the best interests of the City. Contractor agrees, covenants, and commits that with
respect to all actions and conduct of Contractor (including the actions and conduct of all
individuals that Contractor furnishes to perform the services contemplated herein) that could have
an effect upon the City, the Contractor and such individuals will act and conduct themselves in
good faith and in the best interest of the City and its objectives, goals, intentions, and municipal
purposes.
8. Insurance: [s rOuring the term of this Agreement, independent Contractor shall, at
Independent Contractor's sole cost and expense, procure and maintain the following minimum
amounts of insurance:
(a) If required by law, Workers' Compensation Insurance with statutory limits and
Employers' Liability Insurance with a limit of not less than $1,000,000;
(b) Comprehensive General Liability Insurance, including Contractual coverage, Product
and Completed Operations coverage, and Broad Form Vendors coverage with a combined single
limit of not less than $1,000,000, alone or in combination with Excess Umbrella Liability
coverage, with the City of Crestview named as an additional insured;
(c) Automotive Liability insurance with a combined single limit of $1,000,000, alone or
in combination with Excess Umbrella Liability coverage; and Independent Contractor's coverage
will be primary. A certificate of insurance evidencing such coverage shall be provided prior to
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commencement of operations or performance. This certificate shall provide for thirty (30) days
prior written notice in the event of cancellation, non -renewal or material change in coverage.
9. Miscellaneous:
(a) Assignment. This Agreement shall not be assignable under any circumstance, in
part or in whole, without the express prior written consent of both parties.
(b) Amendments. This Agreement may not be amended without the express prior
written consent of the Parties. Any amendment or purported amendment or modification to this
Agreement without the express written consent of both Parties shall be ineffective and shall not
be binding.
(c) Notices. Notices required pursuant to this Agreement shall be given
by deposit in the custody of the United States Postal Service, postage prepaid, address as follows:
City:
Police Chief
City of Crestview
198 North Wilson Street
Crestview, Florida 32536
Contractor: Roadwatch Management, Inc.
308 North Sunset Boulevard
Gulf Breeze, Florida 32561
As an alternative to mailing, notices required pursuant to this Agreement may be hand delivered.
Notices shall be deemed as having been given as of the date of personal service or as of the date
of deposit of such written notice in the course of transmission in the United States Postal Service.
(d) Entire Agreement. This Agreement supersedes all prior agreements, written or
oral, and is intended to be a complete and exclusive statement of the terms of the Agreement
between the Parties.
(e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Parties.
(0 Severability. If any provisions, or portions thereof, contained in this
Agreement are held unconstitutional, invalid or unenforceable, the remainder of this Agreement,
or portions hereof, shall be deemed severable, shall not be affected and shall remain in full force
and effect.
(g) Counterparts. This Agreement may be executed in duplicate original
counterparts, each of which shall be deemed to be an original.
(h) Enforcement. If any legal action or other proceeding is brought to enforce any of
the terms of the Agreement, or because of any alleged dispute, breach, default, or
misrepresentation in connection with any provisions of the Agreement, each party shall be
responsible for paying their own attorney fees and costs.
(i) Jurisdiction and Venue. Each of the parties hereto irrevocably and
unconditionally (i) agree that any suit, action or legal proceeding arising out of or relating to this
Agreement may be brought only in a state court of proper jurisdiction in Okaloosa County,
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IN WITNESS WHEREOF, the Parties have made and entered into this Agreement as of
the date and year first above written.
CITY OF CRESTVIEW, a Florida municipal corporation,
By:
David Cadle
Its: Mayor
ATTEST TO BY:
As its: City Clerk
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By: i/.r►� i v uc.�-� o
. a PTE,2 PA u i l� c„,
?g) Its: President and CEO