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Home My WebLink AboutRESOLUTION - 17-09 - 3/24/2009 - REDSPEED/SECOND AMENDMENT TO AGREEMENTRESOLUTION NO. 17-09 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A SECOND AMENDMENT TO THE AGREEMENT BETWEEN REDSPEED ILLINOIS, LLC AND THE VILLAGE OF ELK GROVE VILLAGE PREVIOUSLY ADOPTED BY RESOLUTION NO. 50-07 AND. AMENDED BY RESOLUTION NO. 22-08 FOR A TRAFFIC LAW ENFORCEMENT SYSTEM NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached document marked: SECOND AMENDMENT TO AGREEMENT BETWEEN REDSPEED ILLINOIS, LLC AND THE ELK GROVE VILLAGE FOR THE INSTALLATION AND OPERATION OF AN AUTOMATED TRAFFIC LAW ENFORCEMENT SYSTEM a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said document upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 24th day of March 2009. APPROVED this 24th day of March 2009. APPROVED: Mavor Craig B. Johnson Village of Elk Grove Village ATTEST: Ann I. Walsh, Village Clerk ResAgreeREDSPEED2ndamend men t. SECOND AMENDMENT TO AGREEMENT BETWEEN REDSPEED ILLINOIS, LLC AND THE ELK GROVE VILLAGE FOR THE INSTALLATION AND OPERATION OF AN AUTOMATED TRAFFIC LAW ENFORCEMENT SYSTEM This Amendment to Agreement between RedSpeed Illinois, LLC and Elk Grove Village for the Installation and Operation of an Automated Traffic Law Enforcement System (the "Amendment") made this 24th day of March , 2009 (the "Effective Date") by and between REDSPEED ILLINOIS, LLC, an Illinois limited liability company ("RedSpeed") and, Elk Grove Village an Illinois municipal corporation ("Municipality"); WITNESSETH: WHEREAS, the Municipality has requested RedSpeed to perform additional services to upgrade the existing red light running ("RLR") camera systems at the Designated Intersections with light emitting diode ("LED") upgrades (the "LED Upgrade") required by the Illinois Department of Transportation ("IDOT") for the Designated Intersections that are under the exclusive jurisdiction of IDOT pursuant to IDOT Safety Policy Memorandum of Safety (February 2007) effective March 1, 2007 and revised January 1, 2008; and WHEREAS, RedSpeed and Municipality have agreed to amend the Agreement to cover the additional services required for the LED Upgrade. NOW, THEREFORE, the Agreement is amended as of the date hereof as follows: 1. All capitalized terms used herein shall have the same meaning as is ascribed to them in the Agreement, unless otherwise defined herein. 2. This Amendment may be executed in counterparts and all so executed shall constitute one and the same Amendment. The parties intend to sign and deliver this Amendment by facsimile transmission. Each party agrees that the delivery of the Amendment by facsimile shall have the same force and effect as delivery of original signatures and that each party may use such facsimile signatures as evidence of the execution and delivery of the Amendment by all parties to the same extent that an original signature could be used. 3. Except for the amendments reflected in the hereinafter paragraph 4, RedSpeed and Municipality confirm the Agreement as being valid and binding on RedSpeed and Municipality subject to the terms of this Amendment. 4. The Agreement is amended in the following particulars: (i) RedSpeed and Municipality agree that the additional services for the LED Upgrade shall be installed and paid for fifty percent (50%) each by. RedSpeed and Municipality as follows: The agreed total cost of the LED Upgrade is $64,141.40 for the following Designated Intersections_that.are under the exclusive jurisdiction of IDOT: 1 Designated Intersection Agreed Total Cost Oakton and Busse $33,224.70 Illinois 53 and Biesterfield $15,111.50 Total Agreed Cost: $48,336.20 The Municipality's fifty percent (50%) share of the total cost of the LED Upgrade shall be paid by Municipality only from the cameras at the. above described Designated Intersections that are "live." As used herein live means installed and fully operational for the purposes of functioning with the Automated Traffic Law Enforcement System Program. Municipality shall pay its share of the total cost of the LED Upgrade on live cameras by virtue of RedSpeed deducting on a monthly basis the revenue derived by the Municipality with respect to said cameras, for a period of seven (7) months until the Municipality's fifty percent (50%) share of the total amount needed for the LED Upgrade has been collected for each camera at the above Designated Intersections. In the event the revenue generated by the live cameras is not sufficient after seven (7) month period identified above, then the time for Municipality to pay its share shall be automated extended on a monthly basis until such time as the Municipality's share is paid in full. In the event the actual cost of the LED Upgrade exceeds the Total Agreed Cost, then the Parties agree that any costs over and above the Total Agreed Cost shall be paid by RedSpeed without any contribution by Municipality or deduction from Municipality's citation revenue. The LED Upgrade shall be installed by RedSpeed within nine (9) months of the first camera going live at the first Designated Intersection. If a Designated Intersection does not receive a permit to operate a camera or cameras within nine (9) months of the date of this Agreement and Municipality has already paid the cost of an LED Upgrade for that intersection, then Red.Speed shall reimburse Municipality for the total amount of said payment. (ii) Based upon RedSpeed agreeing to pay for fifty percent (50%) of the LED Upgrade as set forth in paragraph 4(i) above, Municipality agrees with RedSpeed as follows: a. Paragraph 5.a of. the Agreement is amended and in lieu thereof shall be substituted the following: "Either Party shall have the right to terminate this Agreement, without cause as herein defined, with Sixty (60) days written notice to the other Party. Provided, however, notwithstanding the foregoing, to the contrary, if Municipality terminates this Agreement, without cause, prior to eighteen (18) months from the cameras becoming live 2 at the above Designated Intersections and the LED upgrade has been fully installed, then the Municipality shall reimburse RedSpeed for its fifty percent (50%) share of the Total Agreed Cost actually paid by RedSpeed amortized over the period of eighteen (18) months from the date that the camera went live through the date of termination. "Cause" as used at Paragraph 5.a. of this Agreement shall mean: The material breach by RedSpeed or Municipality, their employees or agents, of any of the provisions hereof on RedSpeed or Municipality's part to be kept, maintained or performed." (iii) The Cost Neutrality paragraph of Exhibit B should be amended to read as follows: "Cost Neutrality. Notwithstanding any other provision of this Agreement to the contrary, if any invoice for compensation owed to RedSpeed from Municipality is higher than the amount collected, the balance owed to RedSpeed will be carried over and paid by the Municipality in the following month. Payment will only be made by Municipality up to the amount of cash received by Municipality through the collection of Red Light Citations up to the amount currently due. Cost neutrality is assured to Municipality as the Municipality shall never have to pay RedSpeed more than the actual cash received. The provisions of paragraph 5.a. supersede the cost neutrality paragraph and Municipality shall be responsible to RedSpeed for any Costs due from Municipality to RedSpeed under such paragraph irrespective of a Cash receipts deficiency." Signature page to follow. IN WITNESS WHEREOF, RedSpeed and Municipality have executed this Amendment on the date first above written. ATTEST: By: Ann I. Walsh Name: Ann I. Walsh Its: Village Clerk F11 W REDSPEED: REDSPEED ILLINOIS, LLC By: Name: obert Liberman Its: Manager MUNICIPALITY: ELK GROVE VILLAGE By: Craig B. Johnson Name: Craig B. Johnson T.fs: -Mayor