Loading...
19-1537ORDINANCE NO. 19-1537 AN ORDINANCE OF THE CITY Of DI NTON, A TEXAS I IOMr,-IZUI,E MPNIC'IPAL CORPORATION. AUTHORIZING TIME CITY MANAGF,R TO I:.X1-CU"TE A CONTRACT WITH REDFLEX TRAFFIC SYSTEMS INC. FOR T1 -I1; RI MOVAL OF AN ALFFOMATIC TRAFFIC SIGNAL ENFORCEMENT SYSTEM: AND PROVII)ING AN l-FFL-'C'TIVI: 1)AT1 . WHEREAS, on November 15, 2005, the City of Denton adopted Ordinance 2005-345 and entered into a contract with Redflex Traffic Systems Inc. ("Redflex") for the operation of an automated traffic signal enforcement program; and WHEREAS, the City of Denton does not wish to further renew or extend the contract with Redflex for an additional term; and WHEREAS, the City of Denton terminated its contract with Redflex effective ,lune 11, 2019; and WHEREAS, in accordance with termination provisions of the 2005 Agreement, Redflex is obligated to remove their equipment and restore the intersections to their original condition; and WHEREAS, to benefit the public, the City Council wishes to remove Redflex's equipment or other Redflex materials from City property and to restore the intersections to their original or improved condition, NOW, THEREFORE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the City Manager is hereby authorized to execute a written contract with Redflex to provide for the City's removal of Redflex equipment, %-%-hich written contract shall be attached hereto. SECTION 2. ']'his ordinance shall become effective immediately upon its passage. The motion to approve this ordinance was made by �-Fe`LyL 6� and seconded by JC,` )w:;_. , the ordinance was 17,fssed and approved by the following vote [ 7 - _.j; Aye Nay Mayor Chris Watts Gerard Hudspeth, District I Keely Briggs, District 2: ✓ Jesse Davis, District 3: ✓ John Ryan, District 4: Deb Airnintor, At Large Place S: ✓ Paul Meltzer, At Large Place 6: Abstain Absent PASSED AND APPROVED this the day of , 2019, CHRIS W -1-S, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM:h AARON LEAL, CITY ATTORNEY BY:�~ Ftp STATE OF TEXAS KNOW ALL PERSONS BY THESE PRESENTS COUNTY OF DENTON THIS agreement is made and entered into as of the26th day of June, 2019, by and between Redflex Traffic Systems, Inc. ("Redflex") and the City of Denton, Texas ("the City"), a municipal corporation. RECITALS WHEREAS, the City and Redflex have operated under an original agreement ("Original Agreement") executed November 15`x', 2005 until June 12, 2019; and WHEREAS, the City has notified Redflex that the Original Agreement is terminated as of June 12, 2019, in accordance with section 6.1 TERMINATION FOR CAUSE of the Original Agreement due to the amendment of state statutes prohibiting the operation of photo red light enforcement systems; and WHEREAS, under 6.3.3. of the Original Agreement, Redflex is required to "remove any and all Equipment or other materials of Redflex installed" under the Original Agreement; and WHEREAS, in accordance with 6.3.3. of the Original Agreement, Redflex is obligated to restore the "Designated Intersection Approaches to substantially the same condition such Designated Intersection Approaches were in immediately prior to" the Original Agreement; and WHEREAS, to benefit the public, the City Council wishes to remove Redflex's equipment or other Redflex materials from City property and to restore the intersections to their original or improved condition without the Redflex housings, poles, camera systems, or concrete pads to support such poles and equipment; and WHEREAS, Redflex agrees to hold the City harmless for any damage to Redflex's housing, poles, or other equipment described herein. NOW THEREFORE, in consideration of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. TERM. The term of this Agreement shall commence as of the date hereof and shall continue for a period of ninety (90) days, except as otherwise provided herein. 2. SERVICES. 2.1 Removal of ecli.ril»r enl by t ezUle.t. Redflex shall remove all cameras and other electronic equipment owned by Redflex contained in the housing or attached to any pole at each and every intersection within the City of Denton. Such removal shall be completed no later than June 21, 2019. If Redflex has not removed the cameras and electronic equipment owned by Redflex by June 21, 2019, Redflex agrees that City may remove the cameras, electronic equipment, and all other components of the photo red light enforcement system at any time after June 21, 2019, 2.2 Rnnr,_ fil of efly jnnent ba> Clty. After Redflex has notified City that the removal contemplated in 2. 1, above, is complete, City shall remove, at its own cost, all remaining housing, poles, or other equipment constructed to house and support the photographic red light enforcement system and owned by Redflex. Such equipment shall be stored, at its own costs, at a facility owned or operated by the City until retrieved by Redflex or a person or entity authorized by Redflex to take possession of such equipment. The City will complete all removal of Redflex equipment within thirty (30) days from the date of this contract or the removal of the electronic equipment as described in 2. 1, above, whichever is later. Upon removal, City shall inform Redflex of the removal and location where the equipment is stored on City property. For the avoidance of doubt, Redflex shall not be required to pay for or reimburse the City for removing or storing the equipment. 2.3 Retrieiial OLequ pineru by Redflex. Redflex shall have until September 1, 2019, to retrieve any and all housing, poles, or other components from their stored location on City property. Redflex agrees that City may remove any and all Redflex equipment remaining on City property after September 1, 2019, by any manner deemed appropriate by City staff. 3. INDEMNIFICATION AND LIABILITY. 3.1 by Rcdflc.i. Redflex agrees to defend and indemnify the City and its managers officers, directors, employees, agents, representatives and successors, permitted assignees, or any of them (individually a "City Party" and collectively the "City Parties") against, and to protect, save and keep harmless the City Parties from and to pay on behalf of or reimburse the City Parties as and when incurred for any and all liabilities, obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, costs, expenses and disbursements (including reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (collectively, "Losses"), which may be imposed on or incurred by any City Party arising out of or related to (a) any material misrepresentation, inaccuracy, or breach of any covenant, warranty or representation of Redflex contained in this agreement, or (b) negligence and/or omissions or the willful misconduct of Redflex, its employees or agents, subcontractors or contract laborers performing services under the agreement which result in death or bodily injury to any natural person (including third parties) or any damage to any real or tangible personal property (including third parties) or any damage to any real or tangible personal property (including the personal property of third parties), except to the extent caused by willful conduct of any City Party. 3.2 hidenwi rcc u(m by City. To the extent allowed by law and without waiving any rights, defenses, or immunities provided to it by the Texas Tort Claims Act or other applicable law including, without limitation, the defense of governmental or sovereign immunity, the City hereby agrees to defend and indemnify Redflex and its managers, officers, directors, employees, agents, representatives and successors, permitted assignees of any of them (individually "Redflex Party" and collectives, the "Redflex Parties") against, and to protect, save and keep harmless the Redflex Parties from, and to pay on behalf of or reimburse the Redflex Parties as and when incurred for, any and all Losses which may be imposed on or incurred by any Redflex Party arising out of or in any way related to (a) the negligence and/or omissions of the City, its employees, officers or agents which result in the death or bodily injury to any natural person (including third parties) or an damage to any real or tangible personal property (including third parties) or any damage to any real or tangible personal property (including the personal property of third parties), except to the extent caused by the willful misconduct of any Redflex Party, or (b) any claim, action or demand not caused by Redflex's failure to perform its obligations under this Agreement. 4. NOTICES. Any notices to be given hereunder shall be in writing, and shall be deemed to have been given (a) upon delivery, if delivered by hand, (b) three (3) days after being mailed first class, certified mail, return receipt requested, postage and registry fees prepaid, or (c) one Business Day after being delivered to a reputable overnight courier service, excluding the U.S. Postal Service, prepaid, marked for next day delivery, if the courier service obtains a signature acknowledging receipt, in each case addressed or sent to such party as follows: 4.1 Notices to Redflex: Redflex Traffic Systems 5651 West Talavi Boulevard, Suite 200 Glendale AZ 85306 4.2 Notices to the City: City of Denton Attention: City Manager 215 E. McKinney Denton, TX 76201 5. DISPUTE RESOLUTION. Upon the occurrence of any dispute or disagreement between the parties hereto arising out of or in connection with any term or provision of this Agreement, the subject matter hereof, or the interpretation or enforcement hereof (the "Dispute"), the parties shall engage in informal, good faith discussions and attempt to resolve the Dispute. In connection therewith, upon written notice of either party, each of the parties will appoint a designated officer whose task it shall be to meet for the purpose of attempting to resolve such Dispute. The designated officers shall meet as often as the parties shall deem to be reasonably necessary. Such officers will discuss the Dispute. If the parties are unable to resolve the Dispute in accordance with this Section 6, and in the event that either of the parties concludes in good faith that amicable resolution through continued negotiation with respect to the Dispute is not reasonably likely, then the parties may mutually agree to submit to binding or nonbinding arbitration or mediation. 6. TERMINATION OF ORIGINAL AGREEMENT. Redflex and City agree that sections 3.3 VIOLATION PROCESSING, 3.3.5. and 3.4 PROSECUTION AND COLLECTION: COMPENSATION of the Original Agreement have terminated with the termination of the Original Agreement and do not survive the Original Agreement in any form whatsoever. 7. MISCELLANEOUS. 7.1 1 "nrrr ,tilcrrrrrr. Neither party will be liable to the other or be deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include but are not limited to, acts of God or the public enemy, terrorism, significant fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. The party whose performance is affected agrees to notify the other promptly of the existence and nature of any delay. 7.2 Binding effect. This Agreement shall inure to the benefit of and be binding upon all of the parties hereto and their respective executors, administrators, successors and permitted assigns. 7.3 Applicable law. This Agreement shall be governed by and construed in all respects solely in accordance with the laws of the State of Texas, United States, 7.4 Juri.ydirtion anal Venue. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction and venue of the courts located in the County of Denton and both parties specifically agree to be bound by the jurisdiction and venue thereof. 7.5 Entire Agreeinerrt. This Agreement represents the entire Agreement between the parties, and there are no other agreements (other than invoices and purchase orders), whether written or oral, which affect its terms. This Agreement may be amended only by subsequent written agreement signed by both parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. ATTEST: ROSA RIOS, CITY SECRETARY / WWI. APPROVES AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: / & i IX417 CITY OF DENTON, TEXAS Y BY:o L � TODD HILEMAN, CITY MANAGER REDFLEX TRAFFIC SYSTEMS, INC. I � L.' tom" I _4 BY: � Mark Talbot, President