HomeMy Public PortalAbout2014 Amendment NoTHIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
This Third Amendment (the "Amendment") to the Professional Services Agreement is made by
and between the Village of Key Biscayne, Florida ("Customer") and American Traffic Solutions,LLC, a
Delaware Corporation, with its principal offices at 1330 W. Southem Avenue, Tempe, Arizona 85282
("ATS") (individually, a "Party"; collectively, the "Parties"), and is effective as of the 7th day of November,
2014 (the "Effective Date"). The Professional Services Agreement and any prior amendments and
extensions thereto are collectively referred to as the "Agreement."
RgelTALS
WHEREAS, on October 15, 2014, a panel of the Fourth District Court of Appeals for the State of
Florida rendered an opinion on a motion for rehearing in a case styled City of Hollywood v. Arem, No. 4D12-
1312 (the "Arem Decision"), which concerns a local governments use of a private vendor in connection with
a red light camera program; and
WHEREAS, the Arem Decision states that (1) Florida law does not grant a local government
authority to delegate to a private third -party vendor the ability to issue uniform traffic citations and (2) a local
govemment lacks lawful authority to delegate to a third -party vendor the unfettered discretion to decide
which images of potential red light violations are sent to local law enforcement for review and which are not;
and
WHEREAS, although ATS does not now and never has exercised unfettered discretion in deciding
which images are sent for law enforcement review and which are not, the Parties mutually desire to clarify
that ATS does not exercise that discretion by amending the Agreement to be clear on that point.
TERMS AND CONDITION
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ATS and
Customer agree that the Agreement shall be and hereby is amended and modified on the terms provided
herein:
1. Recitals. The preceding recitals are true and correct and are incorporated into this
Amendment by reference.
2. No Discretionary Selection of Images. Notwithstanding anything in the Agreement to the
contrary, ATS shall not have discretion to select which images of potential red light violations are sent to
Customers law enforcement officials to review for the possible issuance of notices of violation or uniform
traffic citations. ATS shall review images of potential red light violations in accord with the specific
instructions provided to ATS by Customer in the Business Rules Questionnaire ("BRQ") completed by
Customer and such other specific written instructions provided by Customer and agreed to by ATS. ATS
shall forward to Customer's law enforcement officials all images of potential red light violations that satisfy
the specific instructions provided to ATS by Customer.
3. Effect of BRQ. Customer hereby delegates authority to its law enforcement officials to
make administrative, ministerial, and process decisions on behalf of Customer concerning the manner in
which images of potential red light violations and related data are to be reviewed prior to issuance of notices
of violation and/or uniform traffic citations and to cause such decisions to be documented in the BRQ. A
copy of any updates to the BRQ shall be maintained on file in the Customer's Office of Village
Clerk. In the event of any conflict between the Agreement and the BRQ concerning the manner in
which images of potential red light violations and related data are to be reviewed prior to issuance
of notices of violation and/or uniform traffic citations, the BRQ shall control.
4. Effect of Amendment on Agreement. 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.
5. Entire Agreement. The provisions of this Amendment, including the recitals,
comprise all of the terms, conditions, agreements, and representations of the Parties with
respect to the subject matter hereof. All representations and promises made by any Party to
another, whether in writing or orally, concerning the subject matter of this Amendment are
merged into this Amendment. Except as amended by this Amendment, the terms of the
Agreement shall continue in full force and effect.
6. Counterpart Execution. 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 OF THE FOREGOING, the parties have set their hands and seals the
day and year first written above.
Village of Key Biscayne, Florida
ATTEST:
By:
CLERIk-- 7.441 10'e -
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
-1" ` , Village Attorney's Office
tN,Co �S� � e $ o o�c-r.,
American Traffic Solutions, LLC
BY:
Name:
Title: