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R21-031 1 RESOLUTION NO.R21-031 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 3 FLORIDA,APPROVING AND AUTHORIZING THE MAYOR TO 4 SIGN THE FIFTH AMENDMENT TO THE PROFESSIONAL 5 SERVICES AGREEMENT BETWEEN THE CITY OF BOYNTON 6 BEACH AND AMERICAN TRAFFIC SOLUTIONS DOING 7 BUSINESS AS VERRA MOBILITY ("VERRA") FOR THE RED 8 LIGHT TRAFFIC ENFORCEMENT SYSTEM; AND PROVIDING 9 AN EFFECTIVE DATE. 10 WHEREAS, as a result of the City's desire to increase safety on the City's roadways, 11 on August 3,2009,the City of Boynton Beach and American Traffic Solutions,doing business 12 as Verra Mobility (Verra), entered into a Professional Services Agreement (PSA) to facilitate 13 the implementation of the City's red light camera program; and 14 WHEREAS, since 2009, the City and Verra subsequently renewed the agreement on 15 four occasions; and 16 WHEREAS, the City now seeks to extend the term of the PSA for another five (5) 17 years,which, if approved,the term of the contract will be extended to May 14,2026 ; and 18 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 19 recommendation of staff,deems it to be in the best interests of the City residents to approve and 20 authorize the Mayor to sign the Fifth Amendment to the Professional Services Agreement 21 between the City of Boynton Beach and American Traffic Solutions, Inc., doing business as 22 Verra Mobility for the Red Light Traffic Enforcement system. 23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 24 THE CITY OF BOYNTON BEACH,FLORIDA,THAT: S:\CA\RESO\Agreements\Fifth Amendment To RLC Agreement With Verra-Reso.Docx 25 Section 1. Each Whereas clause set forth above is true and correct and incorporated 26 herein by this reference. 27 Section 2. The City Commission of the City of Boynton Beach,Florida does hereby 28 approve and authorize the Mayor to sign the Fifth Amendment to the Professional Services 29 Agreement between the City of Boynton Beach and American Traffic Solutions, Inc., doing 30 business as Verra Mobility for the Red Light Traffic Enforcement system, a copy of the Fifth 31 Amendment to the Agreement is attached hereto as Exhibit"A". 32 Section 3. That this Resolution shall become effective immediately upon passage. 33 PASSED AND ADOPTED this 16th day of March, 2021. 34 CITY OF BOYNTON BEACH, FLORIDA 35 36 YES NO 37 38 Mayor—Steven B. Grant ✓ 39 40 Vice Mayor—Ty Penserga ✓ 41 42 Commissioner—Justin Katz ✓ 43 44 Commissioner—Woodrow L. Hay 45 46 Commissioner—Christina L. Romelus 47 48 VOTE 49 ATTEST: 50 . 51 1/d).44_1/ AI A 52 Tammy S . ione 53 Deputy C.,y Clerk 54 (. W N �'ttA.w` 56 (Corporate Seal) 11)•'.O psi 4., • I\ S:\CA\RESO\Agreements\Fifth Amendment To RLC Agreement With Verra-Reso.Docx FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT This Fifth Amendment ("Fifth Amendment") is effective as of the last date on the signature page below ("Effective Date') and is entered into between American Traffic Solutions, Inc., doing business as Verra Mobility,a Kansas corporation authorized to transact business in the State of Florida as Verra Mobility ("Vendor"),with its principal place of business at 1150 N.Alma School Road,Mesa,Arizona 85201,and City of Boynton Beach, Florida ("City"), a Florida municipality, (each individually a "Party" and collectively the "Parties"). RECITALS WHEREAS, on August 3, 2009, the City and ATS entered into a Professional Services Agreement, which was subsequently amended on or about September 16, 2010 (First Amendment), on or about January 17,2013 (Second Amendment),on or about September 13,2013(Third Amendment) and on or about August 17,2015,including a letter of understanding dated October 20,2015(Fourth Amendment),which amendments together Professional Services Agreement constitute the"Agreement"referred to herein; WHEREAS,section 12.0 of the Agreement requires any amendments,modifications,or alterations of the Agreement to be in writing and duly executed by the parties; WHEREAS, the City and Vendor mutually desire to amend, modify or alter certain terms and conditions of the Agreement to extend the term of the Agreement and to lower the monthly service fee. TERMS AND CONDITIONS NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Fifth Amendment,the City and Vendor do hereby agree as set forth below: 1. The above recitals are true and correct and are incorporated herein. 2. All capitalized terms in this Fifth Amendment that are not otherwise defined herein shall have the same meaning as defined in the Agreement. 3. All references in the Agreement to "ATS" and "American Traffic Solutions, Inc." shall be deemed as references to"Verra Mobility". 4. The City agrees to exercise its right under the Agreement to extend the term of the Agreement for another five(5)years,with one five (5) year renewal term remaining. The current term will now expire on May 14, 2026. Any Renewal Term shall be exercised as provided for in Section 2.0 of the Agreement. 5. Beginning on the first day of the month immediately following the Effective Date of this Fifth Amendment the monthly per-camera fee the City pays Vendor shall decrease from $4,250 per camera per month to $3,850.00 per camera per month for all installed cameras which are a part of the City's red light camera program as of the Effective Date of this Fifth Amendment and for any mutually agreed to camera system(s) installed subsequent to the Effective Date of this Fifth Amendment,with such mutual agreement for any new camera system(s) to be memorialized in a written notice to proceed signed by the City and Vendor. All other fees in the Agreement shall remain the same and unchanged. 6. Within ninety(90)days of the Effective Date of this Fifth Amendment Vendor will upgrade at no additional cost to the City all the City's red light cameras with HD video cameras and related firmware that currently do not have HD video cameras and related firmware. (00430952.1 306-0806020) 1 i 7. Within ninety (90) days of the Effective Date of this Fifth Amendment Vendor shall provide video enhancements that permit the City to perform remote video retrieval and live video viewing from each red light camera system ("Enhanced Video Services") for any installed red light camera system that does not currently have the Enhanced Video Services capabilities and for any new camera system installed. The City is responsible for and will pay for any of its data storage costs or other usage-based costs that it may incur in connection with its use of the Enhanced Video Services on all red light camera systems. The City expressly acknowledges that Vendor is under no obligation to retain for any period of time any data produced by the Enhanced Video Services. The City acknowledges that once it retrieves a requested video file,it is responsible for any preservation,and associated storage requirements that may be required by law for the video file. The City agrees a requested video file is not required by Vendor to continue to perform the services under the Agreement and the City is the records custodian for any public records created through a requested video file. The City agrees to assume responsibility to respond to,and if appropriate defend,at its sole expense,any requests for data or information retrieved by the City through the Enhanced Video Services,whether by formal public records request or otherwise. Vendor shall not be responsible for any storage,storage costs or public records requests pertaining to the historical video retrieved through the Enhanced Video Services or the provision of access to the Enhanced Video Services to anyone other than the City. The City agrees the Enhanced Video Services shall be subject to the following. (i) historical video is stored at the Camera site for a time period of approximately 30 days; (u) requested video files pursuant to the Enhanced Video Services will be available for the City to download typically from within 30 minutes up to 48 hours, depending on length of video and system availability, of request and will be available for retrieval for approximately 30 days; (iii)video file requests from historical video are limited to 30 minutes;if additional footage is required,additional requests may be made by the City;and(iv) to avoid unintended data usage charges,live video viewing is limited to 10-minute sessions.After 10 minutes,users will be prompted to reconnect. 8. The following is added as section 29.0 of the Agreement and the referenced Exhibit "G"in this section 29.0 is provided as an Attachment to this Fifth Amendment below: "29.0 Data Retention. Subject to litigation holds,court orders,changes in law,or other legal requirements applicable to Vendor,Vendor shall maintain the categories of data set forth under the heading"Type of Record" for the periods of time set forth under the heading "Minimum Vendor Retention Period" on Exhibit"G"during the term of this Agreement. Within one hundred-twenty(120)days of the later of the termination of this Agreement or the termination of any wind-down period, Vendor shall at its option either (i) place the Violation Images,Non-Violation Images, Individually Identifiable Violation Records, and Individually Identifiable Non-Violation Records (each as described on Exhibit "G), not previously disposed of in accordance with the data retention schedule at a secured location with SFTP access or (U) provide City with a hard-drive containing the Violation Images, Non-Violation Images, Individually Identifiable Violation Records,and Individually Identifiable Non-Violation Records,where City shall have ninety(90)days to retrieve and validate the information.After ninety(90)days,Vendor shall delete all data from the SITP location (if applicable) and shall have no further data retention obligations to City with respect to such data." 9. The following is added as section 30.0 of the Agreement: "30.0 Public Records. Keep and maintain public records required by the City to perform the service; Upon request from the City's custodian of public records,provide the City 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 in chapter 119,Fla.Stat.or as otherwise provided by law; Inno,fo<,.3„C„eKt,,P, 7 Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Vendor shall destroy all copies of such confidential and exempt records remaining in its possession once the Vendor transfers the records in its possession to the City;and Upon completion of the contract,Vendor shall transfer to the City,at no cost to the City,all public records in Vendor's possession All records stored electronically by Vendor must be provided to the City,upon request from the City's custodian of public records,in a format that is compatible with the information technology systems of the City. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (CITY CLERK) 100 EAST OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435. 561-742-6061. CITYCLERK@BBFL.US 10. The following is added as section 31.0 of the Agreement "31.0 Scrutinized Companies. By execution of this Agreement, in accordance with the requirements of F.S. 287-135 and F.S. 215.473, Vendor certifies that Vendor is not participating in a boycott of Israel.Vendor further certifies that Vendor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List,and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Vendor been engaged in business operations in Syria. Subject to limited exceptions provided in state law,the City will not contract for the provision of goods or services with any scrutinized company referred to above.Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Vendor of the City's determination concerning the false certification.Vendor shall have five(5)days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term,Vendor shall have ninety(90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Vendor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135,Florida Statutes,as amended from time to time." 11. The following is added as section 32.0 of the Agreement: "32.0 E-Verify. IIIRATAOCI ,K„onc,,,M "Subcontractor"means a person or entity that provides labor, supplies,or services to or for a contractor or another subcontractor in exchange for salary,wages,or other remuneration. "E-Verify rystem"means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. Effective January 1, 2021,Vendor was required to register with and use the E-verify system in order to verify the work authorization status of all newly hired employees. Vendor has registered for and utilized the U.S.Department of Homeland Security's E-Verify System to verify the employment eligibility of: a) All persons employed by Vendor to perform employment duties within Florida during the term of the contract;and b) All persons (including subvendors/subconsuhants/subcontractors) assigned by Vendor to perform work pursuant to the contract with the City of Boynton Beach.Vendor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach;and c) Vendor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time.This includes,but is not limited to registration and utilization of the E- Verify System to verify the work authorization status of all newly hired employees.Vendor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Vendor shall maintain a copy of such affidavit for the duration of the contract. Contract Termination a)If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s.448.095(1) Fla.Stat.,the contract shall be terminated. b) If the City has a good faith belief that a subcontractor knowingly violated s. 448.095 (2), but the Vendor otherwise complied with s. 448.095 (2) Fla. Stat., City shall promptly notify the Vendor and order Vendor to immediately terminate the contract with the subcontractor. c) A contract terminated under subparagraph a) or b) is not a breach of contract and may not be considered as such. d)Any challenge to termination under this provision must be filed in the Circuit Court of Palm Beach County no later than 20 calendar days after the date of termination. e) If the contract is terminated for a violation of the statute by the Vendor, the Vendor may not be awarded a public contract by the City for a period of 1 year after the date of termination. 12. Except as expressly amended or modified by the terms of this Fifth Amendment, all terms of the Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Fifth Amendment and the Agreement,the terms of this Fifth Amendment shall prevail and control.This Fifth Amendment should not be construed as a failure to exercise,or a delay in exercising,any right or remedy provided under the Agreement and shall not constitute a waiver of that or any other right or remedy,nor shall it preclude or restrict any further exercise of that or any other right or remedy. 13. The provisions of the Agreement as amended by the Fifth Amendment,including the recitals,comprise all of the terms,conditions,agreements,and representations of the parties with respect to the subject matter hereof. 14. This Fifth 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. .,,C f...C„N. d 15. In case any one or more of the provisions contained in this Fifth Amendment shall for any reason be held to be invalid,illegal,or unenforceable in any respect,such invalidity,illegality,or unenforceability shall not affect any other provision herein and this Fifth Amendment shall be construed as if such invalid,illegal,or unenforceable provision had not been contained herein.The Agreement,as amended,shall be enforced to the maximum extent possible so as to give effect to the intent of the Parties and shall be reformed without further action by the Parties to the extent necessary to make it valid and enforceable. 16. Each Party represents and warrants that the representative signing this Fifth Amendment on its behalf has all right and authority to bind and commit that Party to the terms and conditions of this Fifth Amendment. IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first written above. CITY OF BOYNTON BEACH By; , , .57?z to Z/ Mayor Date •w E30114 APPROVED AS T• ORM: ATTEST: By: 3 22 Z� By: 4aa►.•..11141Z4SA City Attorn:7' Date C�City Clerk Date AMERICAN TRAFFIC SOLUTIONS,INC.D/B/A VERRA MOBILITY By: 3/17/2021 Garrett er,Executive Vice President Date ATTACHMENT EXHIBIT"G" RETENTION SCHEDULE Type of Record Minimum Vendor Retention Period Violation Images*(including video dips and related 5 years from payment or final adjudication metadata) Non-Violation Images (including video clips and 30 days from Event capture date related metadata)** Individually Identifiable Violation Records* 5 years from payment or final adjudication Individually Identifiable Non-Violation Records** 30 days from Event capture date Audio recording from contact center 90 days from call Written correspondence with citizens regarding 1 year from date of correspondence Violations Maintenance Records 5 years from payment or final adjudication of an applicable Violation Other Program Records 5 years from termination of the Agreement * Violation Image:an image of a Violation issued as a Citation. Individually Identifiable Violation Records:a record containing individually identifiable information pertaining to a Violation issued as a Citation. Non-Violation Image:an image of an Event not issued as a Citation. Individually Identifiable Non-Violation Records:a record containing individually identifiable information pertaining to an Event not issued as a Citation. This records retention schedule does not apply to any data captured by the Camera System,but not uploaded into Axsis.