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