HomeMy WebLinkAboutK-18 Resolution: American Traffic Solutions, Inc.City of ~Vliami ~ard~ens
1515-200 NW 167~' Street
Miami Gardens, Florida 33169
Aaenda Cover Paqe
Date: December 12, 2007
Mayor Shirley Gibson
Vice Mayor Barbara Watson
Councilman Melvin L. Bratton
Councilman Aaron Campbell Jr.
Councilwoman Sharon Pritchett
Councilman Oscar Braynon II
Councilman Andr~ Williams
Fiscal Impact: No ^ Yes X Public hearing o Quasi-Judicial ^
(If yes, explain in Staff Summary) Ordinance ^ Resolution X
Funding Source: 1st Reading ^ 2nd Reading ^
ContracUP.O. Requirement: Yes X Noo Advertising requirement: Yes No X
Sponsor Name/Department: RFP/RFQ/Bid # City of Apopka RFP Red Light Camera
Danny Crew, City Manager
Title
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS,
FLORIDA, AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE
AND ATTEST RESPECTIVELY THAT CERTAIN SERVICE AGREEMENT WITH
AMERICAN TRAFFIC SOLUTIONS, INC., ATTACHED HERETO AS EXHIBIT "A,"
FOR THE INSTALLATION AND SERVICING OF RED LIGHT CAMERAS AND
ACCESSORIES, IN CONNECTION WITH THE CITY'S RED LIGHT PROGRAM, BY
RELYING UPON THAT CERTAIN CITY OF APOPKA AWARD OF BID; PROVIDING
FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE
DATE.
Staff Summarv
Red light violations are among the most common factors in fatalities, injuries and motor
vehicle collisions in the United States. The City has adopted an ordinance to enforce
compliance with red lights through a photographic enforcement system. This system
presents a cost effective method of gaining compliance and allows violations to be
enforced more uniformly. This approach would allow Police and other enforcement
manpower to be utilized more effectively where it is most needed.
Analvsis:
The City of Apopka competitively solicited for a company to provide the administration
and servicing of a red light camera program. The system combines vehicle detection
and digital imaging technology with a complete turnkey program for supplying, installing,
and maintaining the cameras, including a back office violation processing service with
the ability to:
a. Review images;
b. Access motor vehicle registration data; K-18) CONSENT AGENDA
c. Perform final quality control; Agreement with American Traffic
Solutions, Inc.
d. Print and mail notices;
e. Monitor disposition of notices;
f. Collect fines; and
g. Provide adjudication support and services.
The system is accessible on the Internet by any user with a personal computer, an
Internet connection, a web browser, and security authorization. American Traffic
Solutions, Inc. located in Arizona was awarded the RFP by the Apopka City Council on
February 7, 2007. City of Apopka's award is attached as Exhibit "A". We propose
executing an agreement with American Traffic Solutions, Inc., based on the terms of the
City of Apoka's RFP. The initial ticket cost to the violator is $125. The fee schedule
includes the vendor receiving $40 per citation, plus 30% of delinquent revenues
collected. The City would keep remaining revenues.
Recommendation:
It is recommended that the City Council approve the attached resolution authorizing the
City Manager to execute an agreement with American Traffic Solutions, Inc. in
accordance with the City of Apopka's RFP for Red Light Camera contract.
RESOLUTION No. 2007-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND CITY
CLERK TO EXECUTE AND ATTEST RESPECTIVELY THAT CERTAIN
SERVICE AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS, INC.,
ATTACHED HERETO AS EXHIBIT "A," FOR THE INSTALLATION AND
SERVICING OF RED LIGHT CAMERAS AND ACCESSORIES, IN
CONNECTION WITH THE CITY'S RED LIGHT PROGRAM, BY RELYING
UPON THAT CERTAIN CITY OF APOPKA AWARD OF BID; PROVIDING
FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN
EFFECTIVE DATE.
1 WHEREAS, the City has adopted an Ordinance to enforce compliance with red
2 lights through a photographic enforcement system ("Red Light Program'), and
3 WHEREAS, the Red Light Program presents a cost effective method of gaining
4 compliance, and permits violations to be enforced more uniformly, and
5 WHEREAS, red light violations are among the most common factors in fatalities,
6 injuries and motor vehicle collisions in the United States, and
7 WHEREAS, the City of Apopka competitively solicited for a company to provide
8 the installation and servicing of a red light camera program, and
9 WHEREAS, American Traffic Solutions, Inc. ("ATS") located in Arizona was
10 awarded the RFP by the Apopka City Council on February 7, 2007, and
11 WHEREAS, the system utilized by ATS combines vehicle detection and digital
12 imaging technology with a complete turnkey program for supplying, installing, and
13 maintaining the cameras, and
14 WHEREAS, the City Manager is recommending that the City Council rely upon
15 that certain City of Apopka award and award a contract to ATS for installation and
16 servicing of Red Light systems at intersections in the City that are determined to be
17 dangerous,
18 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
19 OF MIAMI GARDENS, FLORIDA, AS FOLLOWS:
20 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas
21 paragraphs are hereby ratified and confirmed as being true, and the same are hereby
22 made a specific part of this Resolution.
23 Section 2. The City Manager and City Clerk are hereby authorized and
24 directed to execute and attest, respectively, that Service Agreement between the City of
25 Miami Gardens and American Traffic Solutions, Inc., for the installation and servicing of
26 red-light cameras and accessories, in conjunction with the City's Red Light Program, a
27 copy of which is attached hereto as Exhibit A.
28 Section 3. INSTRUCTIONS TO THE CITY CLERK: The City Clerk is hereby
29 authorized to obtain three (3) fully executed copies of the subject Agreement, with one
30 to be maintained by the City; with one to be delivered to American Traffic Solutions, Inc.
31 Section 4. EFFECTIVE DATE: This Resolution shall take effect immediately
32 upon its final passage.
33 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
34 GARDENS AT ITS REGULAR MEETING HELD ON NOVEMBER 28, 2007.
35
36
37
38
39
40
41
42
43
44
45
46
ATTEST:
RONETTA TAYLOR, CMC, CITY CLERK
SHIRLEY GIBSON, MAYOR
47
48 PREPARED BY: SONJA KNIGHTON DICKENS, ESQ.
49 City Attorney
50
51 SPONSORED BY: DANNY CREW, CITY MANAGER
52
53 MOVED BY:
54
55 VOTE:
56
57 Mayor Shirley Gibson (Yes) (No)
58 Vice Mayor Barbara Watson (Yes) (No)
59 Councilman Melvin L. Bratton (Yes) (No)
60 Councilman Oscar Braynon, II (Yes) (No)
61 Councilman Aaron Campbell (Yes) (No)
62 Councilwoman Sharon Pritchett (Yes) (No)
63 Councilman Andre Williams (Yes) (No)
64
65 SKD/yt
269854_1
66
PROFESSIONAL SERVICES AGREEMENT
"AGREEMENT"
THIS AGREEMENT made this day of , 2007, between American
Traffic Solutions, Inc. (herein "ATS"), a corporation duly registered under the laws of the
State of Delaware with its principal place of business at 14861 North Scottsdale Road,
Suite 109, Arizona, County of Maricopa, State of Arizona, and the City of Miami
Gardens, Florida, herein "customer", a municipal corporation of the State of Florida with
principal offices at 1515 Northwest 167th Street, Building 5, Suite 200, Miami Gardens,
Florida 33169.
WITNESSETH:
WHEREAS, ATS has the exclusive knowtedge, possession and ownership of
certain equipment, licenses, and processes, referred to collectively as the "AXSISTM
System" (herein "Axsis"), and
WHEREAS, Customer desires to use the AxsisT"" System to monitor and enforce
red light violations, and may, in the future, desire to monitor and enforce traffic speed or
other tra~c movements and to issue citations for traffic violations,
NOW THEREFORE, the parties hereby agree to that certain Professional
Services Agreement attached hereto as Exhibit "A" plus all Exhibits, except that the
following provisions shall be amended.
1. The term "Customer" shall refer to the "City of Miami Gardens" throughout the
document.
2. The term "Police Department" shall be replaced with "Code Enforcement
DepartmenY' throughout.
3. The term "Court" shall be deleted throughout.
4. Paragraph 23 shall be added to the Agreement as follows:
23. OWNERSHIP OF DOCUMENTS:
The City shall retain ownership of any and all documents, reports,
photographs, works in progress and all data or developed in connection
with this Agreement.
5. Section 14, Dispute Resolution, shall be deleted and the following shall be
inserted in its place.
14. CONTROLLING LAW:
This Agreement shall be governed by and interpreted under the laws of
the State of Florida. All legal disputes arising from this Agreement shall
be adjudicated in the Circuit Court of Miami-Dade County Florida or the
Federal District Court for the Southern District of Florida. The parties
hereto specifically waive any objections to personal jurisdictions of such
courts in these matters.
6. Paragraph 12, Indemnification, shall be amended to add the following
language:
Nothing contained herein shall be deemed a waiver of sovereign immunity
by the City.
7. The following paragraph shall be added:
24. ATTORNEYS' FEES:
In the event either party breaches any terms or the conditions of this
Agreement and it is necessary to institute court proceedings, then the
prevailing party shall be awarded its Attorneys' fees and costs up through
any appeal.
8. The following paragraph shall be added:
25. ATS confirms that it is authorized to do business in Miami-Dade
County, Florida, and that it has obtained all required licenses.
9. The following paragraph shall be added:
26. EXECUTION OF COUNTERPARTS:
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same Agreement.
10. Paragraph 2.5 of the Scope of Work shall be deleted and the following
shall be inserted in its place:
Enforcement: All citations/violations shall be processed in accordance
with the City's Ordinance Establishing a Red Light Program and the City's
Code Enforcement Ordinance.
11. Schedule 1 of the Agreement shall be amended as follows:
Service Fee Schedule
ATS shall be paid a fee of $40.00 per citation actually paid and shall recover 30%
of all delinquent revenue recovered, minus the City's expenses.
The City shall not be responsible for any installation or any equipment cost.
2
IN WITNESS WHEREOF the undersigned parties have executed this Agreement
on the date indicated above.
WITNESSES:
~~~
' natu
~~A--~- ~y ~'~t SfLo ~' `S
Print Name:
AMERICAN TRAFFIC SOLUTIONS,
INC
By:
Signatur.~ •
~
Print Name:
ATTEST:
Ronetta Taylor, CMC
City Clerk
APPROVED AS TO FORM:
Sonja K. Dickens, City Attorney
SKD/teh
269310_1.DOC
Title: ~~'~ / ~.~ta~aG-~
CITY OF MIAMI GARDENS
By:
Danny Crew
City Manager
Date:
3
PROFESS[ONAL SERVICES AGREEMENT
"AGREEMENT"
THIS AGREEMENT made this 7"' day of March, 2007 between American Traffic Solutions, Inc.
{herein "ATS"), a corporation duly registered under the laws of #he State of Kansas with its principal place of
business at 14861 Narth Scottsdale Road, Suite 909, Arizona, County of Maricapa, State of Arizona, and the
City of Apopka, Florida, herein "Customer", a municipal corporation of the State of Flarida with principal offices
at 112 E. 6th Street, Apopka, FL 32703.
WITNESSETH:
WHEREAS, ATS has the exclusivs knowledge, possession and ownership af certain equipment,
licenses, and processes, referred to collectively as the °AxsisTM System" (herein "Axsis ), and
WHEREAS, Customer desiras to use the AxsisTM System to monitor and enforce red light violations,
and may, in the future desire to monitor and enforce traffic speed ar other fraffic movements and to issue
citations for traffiC violations.
NOW 7HEREFORE, the parties agree:
1. DEF[NITIONS:
As used in this Agreement, ttie follawing words and terms shall, unless the context otherwise
requires, I~ave fhe respective meanings provided below:
"Citation" means a citation issued by a competent state or municipal law enforcement a~ent ar
agency or by a caurt of competent jurisdiction relating to a violation documented or evidenced by Axsis .
"Person" ar "persons" means any individual, partnership, joint venture, corporation, trust,
'"~'~ " unincflrporated association, govemmental authority or poiitical subdivision thereof or any other form of entiry.
"Camera System" means a photatraffic monitoring device consisting of one (9 ) rear camera, strot~e,
and traffic monitoring device capable of accurately detecting a traffic infraction on up to four lanes contro{1ed
by a signaE phase and which records such data with one or more images af such vehicle. "Camera System"
shall also, where the sense requires, include any enclosure or cabinet and related appurtenances in which the
Axsis'~` is stationed.
"Approach" is defined as one direction of travel of one or more lane on a road or a traffic intersection
up to 4 lanes controfled by a single signal phase.
'~olation" means failure to obey an applicable traffic law or regulations, including, without limitation,
faifure to obey a traffic signal, operating a motor vehicle in excess of the posted speed limit, and operating a
motor vehicle without displaying a vafid license plate.
"~perational Time" means the actual time that a Camera System is monitorfng traffic.
"VIMS Anatysis" is a statistical assessment of violations rates at suspected problem intersections
and approaches to determine the need for a red light system.
2. ATS AGREES TO PROVIDE:
The scope af wor{c iden6fied in Exhibit "A, Secciion 1"
3. CUSTOMER AGREES TO PROVIDE:
The scope of work identified in Exhibi# "A, Section 2.°
4. TERM AND TERMINATION:
a. This cflntract shall be effeciive on the signature date above.
b. The terrn of this Agreement shall be for five (5) years beginning on tiie date of first issued and
payable no6ce of a violafion (the "Start Date") and may be automatically be extended far one additional five (5)
Confdentia{ fnfo~rnation Page 9
Phato Enforcement Services Agrearrie€~t
(5) year period. However, Customer may terminate this Agreement at fhe expiration af any terrn by prnviding
written notice of its intent not to extend Ehe Agreement 120 days prior to the expiraaon of tf~e current terrn.
c. The Cantractor's services may be terminated:
i) By mutual written consent of the parties;
ii) For cause, by either party where the other party fails in any materia! way ~o perform its o619gations
under this Agreement Terminatian under this subsection is subject to the condition that the
terrninating party notifies the oiher party of its intent to terminate, stating with reasanable
specificity the grounds therefor, and the other pariy fails to cure the defauit within forly-five (45)
days after receiving notice.
iii) For convenience as result of adverse state legislatian, according to the terms and conditions
agreed.
d. Upon #ermination of this Agreement, the parties shalf take the following actions, and shall have the
following obligations, which survive termination during the wind-dawn period: The Customer shall cease using
#he AxsisT"' System, shall retum or allow ATS to recover all provided equipment within a reasonable time not
to exceed 60 days, and shall not generate further images to be processed. Unless directed by the Customer
not to do so, ATS shall condnue to process all images taken by the Customer before termina6on and provide
all services associated with processing in accordance with this Agreement, and shalf be entiUed fo all Fees
specified in the Agreement as if the Agreement were still in effect.
S. ASSIGNMENT:
Neifher party may assign a!I ar any portion of this Agreement withot~t the prior writtan consent of the other,
which consent shall nat be unreasonably withheld or delayed; provided, however, the Custamer hereby
acknowledges and agrees that the execution (as outlined in ScheduEe 6), delivery and perfarmanee of ATS's
rights pursuant to this Agreement shalE require a significant invesiment by ATS, and that, in order to finance
such invesdnent, ATS may be required to enter into certain agreements or arrangements ("Financing
~~
Transactions ) with equipment lessors, banks, finane~al institutians or other similar persons or entlties (each, a
"Financial Institution" and collectively; "Financiaf Insstitutions"). The Customer hereby agrees that ATS shail
have the right to assign, pledge, hypothecate or otherwise transfer ("Transfer') its rights, or any of them, under
this Agreement to any Fnancial institution in connection with any Financing Transaction belween ATS and
any such Financial lnstifution subject to the Customer's prior written approval, which approval shall not be
unreasonably withheld or delayed. The Custamer further acknowledges and agrees Sha# in the event that ATS
provides written notice to the Customer that it intends to Transfer all or any of ATS's rights pursuant to this
Agreement, and in the event that the Custamer fails to provide such approval o~ fails to object to such
Transfer witFlin forty five (45) business days after its receipt of such notice from ATS, A'FS shafl be free to
efFect said Transfer.
6. FEES ANR PAYMENT:
Custamer shall pay for all equipment, services and maintenance based on the fee schedule indicated in
Exhibit A, Scfiedule 1, {"Fees").
7he Custamer shall pay all fees due ATS based upon invoices from the proceeding month w'tth9n 30 days of
submission. Late payments are subject to interest calculated at 9.5% per month on open balanoes.
Each anniversary date of the term, the unit prices will increase by the CPI, according to tF~e average of the
U.S. Departmant of Labor, Cflnsumer Price Indices for the Ciry and Fhe Metro Phoenix M5A
7. INTERSECTION AND VI~LATION RATE ANALYSIS:
Prior to impfementing the Axsis System, ATS ~ conduct an analysis of each Approach being considered for
a Camera System. If ATS deems necessary, ATS w+ll use the AxsisTM' VIMS ~olation incident Monitoring
System) or other tool or means to complete the analysis over a 4 to 24 hour period. The Customer wilf be
provided a report on violatrons recflrded at each monitored approacli, Encluding the time af day and lanes on
Go¢~fidential Information Pa~e 2
Photo Enforcemenf Services Agreement
which the violations occurred. For any Approach recommended by the Customer, ATS may insta[I a Camera
System. However, ATS may elect not to instali a Camera System where traffic violation data does not support
installation of fhe Axsis System.
8. COMMUFlICATION OF INFORMA7tON:
ATS agrees that all infarmation obtained by ATS through operation of the Axsis SysEem shall be made
available to the Customer at any time during ATS's normal working hours, excluding trade secrets and ather
confidential or proprietary information not reasonabfy necessary for the prosecution of citafions or the
fu[fiilment af Customer's obiigation under this Agreement.
9. CONFIDENTIAL INFORMAT[ON:
No infarmation given by ATS to Customer wi11 be of a confidential nature, unless specifically designated in
writing as proprietary and confidential by ATS. Provided, however, nothing in this paragraph shall 6e
construed contrary to the terms and provisions of any "Open Records Acr or similar laws, insofar as they may
be applicable. ATS shall not use any informa6on acquired by this program with respect to any violations or
the Custome~'s (aw enforcement acdvities for any purpase other than the program.
90. OWNERSHIP OF SYS7EM:
It is understood by the Customer that the System being instalied by A7S is, and shall ~emain, the sole
property of ATS, unless separately procured from ATS through a lease or purchase transactian. The System
is being pravided to Customer only under tf-e terms and for the tenn of this Agreement.
i 1. INSURANCE:
ATS shall at all times comply with all federal, state and local laws, ordinances and regulations and shall
comply with the maintenance procedures and manufacturer recommendations for operation of the AxsisTM'
equipment which affect this Agreement, and shall indemnify and save harmless the Cus#omer against any
claims arising ftom the viofation of any such laws, ordinances and regulations or any claims arising from the
vio(ations of the maintenance procedures and manufacturer recommendations for aperation of the equipment
as a result of the negligence of willful misconduct of ATS, its officers and directors, agents, attorneys, and
employees, but excluding any employees or agents of Custamer.
ATS shall maintain the following minimum scope and limits of insurance:
(a) Commercial General Liability Insurance including coverage for bodily injury, property damage,
premises and operations, products/completed operafions, personai and advertising injury, and
contractual liabiliry with a cambined single limit of $7,000,000 per occurrence. Such insurance sha(1
inctude the Customer, Ets afficers, directors, employees, and elected offtcials as additional insured's
for liabiliry arising from ATS's operafion.
(b) WorEcers Compensation as required by applicable state iaw, and Employers' Liability insurance with
limifs of not less than $500,Q00 each ac~iden~ ATS shall at all times maintain worker's compensation
insurance coverage in the amounts required by ]aw, but shall not be required to provide such
caverage far any actual ar statutory employee af Custorner.
(c} Comprehensive Business Automobile Liability Insurance for all owned, non-owned and hired
automobiles and other vehicles used by ATS with a minimum $1,000,000 per occurrence combined
single limit bodily injury and properly damage.
The Customer and its officers and employees, shail be named as additional insured on the comprehensive
general liabiliiy policies provided by A7S under this Agreement. ATS shall require any subcontractors doing
wor[c under this Agreement to ~rovide and maintain the same insurance, which insurance shal[ also name ti~e
Customer and its officers, employees, and authorized vofunteers as add~ional insureds.
Certificates showing ATS is carrying the above described insurance, and evidencing the additional insured
status specified above, shall be furnished to the Customer within thirty calendar days after #~e date on which
this Agreement is made. Such certificates shall show that the Cusfomer shall be notified of all cancellations of
such insurance policies. ATS shali forthwith obtain substitute insurance in the event of a cancellation.
Inasmuch as the Customer is a body politic and corporate, the laws from which Customer derives i#s powers,
Confidential Information Page 3
Photo Enforcement Sen+ices Ag~eer~ent
insofar as the same law regulates the objects for which, or manner in which, or the concems under which, the
Customer may enter into this Agreement, shall be contro[ling and shall be incorporated by reference into this
Agreement. The Customer shafi be responsible for vehicle insurance coverage on any vehicles driven by
Customer employees. Coverage will include ~iabi[ity and collision damage.
12. INQEMNIFICATION
ATS wilf defend, ~r at its option settle, at its expense, any suit brought against City to the extent it is
based on a daim that the products and services supplied by ATS infringe any valid patent (an
"Infingement Claim"}, and ATS will indemnify City for those costs and damages finally awarded
against Cily for an Infrirtgement Claim. ATS's duties to defend and indemnify are conditioned upon:
Customer promptly notifying ATS in writing of the Inftingement Claim and giving ATS all informafion
known to City relating thereto; Ciry's giving ATS sole control of the defense and/or settlement; and
City's providing to ATS cooperatian and, if requested by ATS, reasonable assistance in the defense
of the Infringement C[aim.
If all or any part of the ATS produck is, or in the opinion of ATS may become, the subject of any
Infringement Claim, or in the event of any adjudication that the ATS product or any part thereof does
infringe, or if City's use of the ATS product or any part thereof is enjoined, ATS, at its expense, may
either:
(1) procure for Ciiy the right fo use the ATS product or the affected part thereof;
(2} replace ifie ATS product or affected part; ar
(3} modify the ATS product or affected part to make it non-infringing.
If none af the foregoing rerrEedies are commercially feasible to ATS, City agrees to discontinue use of
fhe ATS product
ATS shall have no obligation to the extenf an Infringement Cfaim is based upon:
(A) use of any version of the Al"S p~oduct other than a current, unalfered version, if infringement
would have been avoided by a current, unaltered version; or
(B} combination, operation ar use of the ATS product with software and/or hardware not delivered by
ATS if such infingement could have been avoided by not combining, operating or using tf~e ATS
product with such sofiware and/ar hardware.
7he above states the entire liability of ATS, and Ci4y's exclusive remedy, with respect to any
infringement or alleged infringement by the AT5 products or any part thereof.
13. STATE LAW T~ APPLY:
This Agreement shall be construed under and in accordance with the laws of the State of Flarida.
14. Dt5PUTE RESOLUTION:
All disputes arising out of or in cannection with the Agreement shafi be attempted to be settled through good-
fai#h negotiatian beiween senior management of both parties, followed if necessary within thirty (30) days by
professiona!!y-assisted mecliatian. Any mediator sa designated must be acceptabEe to each party. The
mediafion wifl be conducted as specified by the mediafor and agreed upon by the parties. The parties agree
to discuss their differences in good faith and #o attempt, with the assistance of the mediator, #o reach an
amicabEe resolution of ihe dispute. The mediation will be treated as a settlement discussion and therefore wifl
be confidential. The mediator may not testify far either party in any fater proceeding relating to the dispute.
fVo recording or 7anscript shall be made of the mediation proceedings. Each party will bear its own costs in
the mediafion. The fees and expenses of the mediator will be shared equalfy by the parties.
(a) Failing resolution through negotiation or mediafion, any remaining dispute shaEl be submiited to
Con~dential Information Page 4
Photo Enfotlcement Sen~ices Agreemea~t
binding arbitration in accardance with the Arbitration Rules for Professional Accaunt~ng and ReEated
Services Disputes of the American Arbitration Association ("AAA Rules") be#ore a single arbitrator.
The place of arbitra~on will be mutualfy agreed upon within 14 days of a decision to seek arbitration.
Limited discovery will be permi~ed in connec6on wifh the arbitration upon agreement af the parties or
upon a showing of substantial need by the party seeking discovery. The arfsitrator's decision shall
fallow the plain and natural meaning of the relevant documents, and shall be final and binding. The
arbitrator will have no power to awarcl (i) damages incflnsistent wifh the Agreement or {ii) punitive
damages or any other damages not measured by the prevailing party's aciual damages, and the
parties expressly waive iheir right to obtain such damages in arbitration or in any other forum. All
aspects of the arbitration will be confidenfial. Neitt-er the parties nor the arbitrator may disclose the
epstence, content or results of the arbitration, except as necessary to comply with legal or regulatory
requirements. Each party will promptly pay its share of a!I arbitration fees and casts, provided that
such fees and costs shall be recoverable by the prevailing party as determined by the arbitrator. lf a
parly fails to pay such share promptly upon demand, the arbitrator shall, upon written request by the
other party, enter a final and binding decision against the nonpaying party for the full amount of such
share, together with an award of at#omey's fees and costs incurred by the other party in obtaining
such deasion, which decisian may be entered in any court of competent jurisdic6an. Except for the
failure of a par[y to pay arbitration fees and costs that requires resort to the arbitrator to order such
paymenf, the partiss will bear their own a~tomeys' fees in any matter or dispute under this Agreement.
15. CHANGE ORDERS OR ADDITIONAL SERVICES:
Changes to senrices or scope and addi~onal systems and services may be added to this agreement by
mutual consent of the parties in writing as an addendum to this Agreement Custamer and ATS agree that
should legisla6on or focal ordi~ance be snacted ta enable speed enforcemeniwithin tt~e City limits, the
Customer shall have the aptian to negotiate services and fees and issue a change order to cover such
services. All ather terms and condifions shall remain the same.
16. LEGAL CONSTRUCTION:
In case any one or mare of the provisions con#ained in this Agreement s~ap for any reasan be held to be
invalid, illega{, or unerrforceable in any respect, such invalidity, illega[ity, or unenforceability shall not affect any
other provision thereof and this Agreement shalf be construed as of such invalid, illegal, or unenfarceable
pravision had not been containecf herein.
97. PRIOR AGREEMENT SUSPENDED:
This Agreement constiiutes the safe and only agreement of the parties and supersedes any prior
understanding, written or oral, between the parties respecdng the written subject matter.
98. AMENDMENT:
No amendments, modifications, or alteratians of ttie terms hereof shall be binding unless he same be in
writing, dated subsequent to the date of tF~is Agreemenf and duly executed by fhe parties.
19. NO AGENCY:
ATS is an independent contractor providing services to the Customer and the employees, agents and
servants of ATS shall in no event be considered to be the employees, agents, or servants of the Customer.
This contract is not intended to create an agency relationship between ATS and the Customer.
20. FORCE MAJEURE:
lVeither par[y wil( be liable to the other ar 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
negfigence. 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, unusuaUy
sevete weather, or govemmentaE authorities approval delays which are not caused by any sct ar omiss9on by
ATS. The party whose perFormance is affecfed agrees to ~otify the other promptly of the existence and nature
of any delay.
21. TAXES:
In the event that any excise, sales or other taxes are due relating to this service contract, the Customer wiil be
Confiden#iat Information Page 5
Photo Eriforcement Services Agreerne~t
respar~sihle for the payrnent of such iaxes.
z~. NaTECes:
Arty notices cr demand which under ihe terms of this Agreernerrt or under any statute must or may be given
or made by ATS ar Customer si~all be in writing and shall be given or made by persanal se~vice, telegram,
firsl cfass mail, FedEx, or by certifiecf or registered mail to the parties at the folfowing address:
City of Apo~ka
112 East 6 Street
Apopka, FL 32776
Attn: Chief af Palice
Arnerican Tra~c Sofufiorts, inc.
14861 N. ScoEtsdale Rd, Sutte 109
Scottsdals, AZ 85254
Attn: Chief Operating Officer
IN WITNESS WHEREOF, the parties have execc~ted this Agreement as af the date on Page 1.
AMERICAN TRAF~IC I. s, INC.
Ada uto , ulive ~ce President
City Manager
ATCEST:
~
ecorder
Confde~tial lnformation Page 6
Photo Enforcemeni Services Agreement
Exhibit A
ATS SCOPE OF WORK
1 AMERICAN TRAFFIC SOLUTIONS (ATS) SCOPE OF WORK
1.2 ATS IMPLEMENTATiON
1.2.13 A7S agrees to provide a tumkey salution far Camera Systems to the Customer wherein
alE reasonably necessary elements required to implement and operate the solu~ion are
the responsibility of ATS, except for those items identified in Section 2 iitled "Customer
Scope of Workp. ATS and the Customer understand and agree that new or previousty
unforeseen requirements may, from time to time, be identified and that the parties shall
negotiate in good faith to assign to the proper party the responsi~iliry and cast #or such
items. In general, if work is to be perEormed by the Customer, unless atFserwise
specified, the Customer shal! not charge ATS for the cost. All other in-scope work,
external to the Customer, is the responsibility of ATS.
9.2,14 ATS agrees to make every effort to adhere to the Project Time Line outlined in
Schedule 4.
1.2.15 ATS wiN assist the Customer with video evaluation of candidate sites using the Axsis
VIMS system.
12.16 ATS will install Camera Systems at a number of intersectian or grade crossing
approaches ta be agreed upon befinreen ATS and the Customer after compietion of site
analyses to be entered info Schedule 5. {n addition to the initial locations, the parties
may agree from time to time, by additional Wor1c Order{s), to add to the quarttities and
locations where Camera Systems are installed and maintained.
9.2.17 ATS will operate each Camera System on a 24hour basis, barring downt~me for
maintenance and normal servicing activi6es.
12.18 ATS' in-house marketing department wifl assist the Customer with public information
and outreach campaign strategies. ln addition, depending upon the agreecf-upon
strategy, ATS may pay for agreed upon extra scape expenditures for public ~efations
consuftants, advertising, or media relations pravided that such extra scope
expenditures will be reimbursed to ATS ftom collected revenues.
1.2.19 ATS agrees to provide a secure web site (www.violationinfo.com) accessible to citation
recipients {defendants) by means of a~Iotice # and a PIN, which will allaw violation
image and video viewing.
1.220 The Customer and ATS will complete the Projec# Business Pracess Work Flow design
within 30 calendar days of contract signature; the parties ta this agreement will use the
drafts included on Schedules 2 and 3 as the basis for the final workflow design.
1.2.21 ATS normally shall provide technician site visits to each Camera System once per
month to perform preventive maintenance checks consisting of camera ertclasure lens
cleaning; camera, strobe and coniroller enclosure cleaning; inspec~on of exposed
wires; and general system inspection and maintenance.
1.2.22 ATS shall repair a non-functional Camera System within 72 business hours of
deteRnination of a malfunction.
1.2.23 ATS shall repair the Axsis VPS system within 1 business day from the time of the
outage. Outages of Customer intemet connections or infrastructure are excluded from
this service level.
Confidentia[ ln{ormation Page 7
Photo Enforcement Serviees Rgreement
12.24 For any ci#y using ATS lockbox or epaymenf services, ATS will establish a demand
deposit account bearing the title, "American Traffic Solutions, lnc. as agent for
Custome~' at U.S. Bank. All funds collected on behalf of fhe Customer will be
deposited in this account and transferred by wire the first business day of each week fo
the Customer's primary deposit bank. The Cus#omer will identify the account to receive
funds wired from U,S. Bank. Customer shail sign a W-9 and blxked account
agreement, to be completed by the Customer, to ensure the Customer's financial
interes# in said U.S. Bank account is preserved.
1.3 ATS OPERATIONS
'1 _3.13 ATS shall p~ovide the Customer wi#h an optional one-dme warning period up to 30 days
in length at the outset of the program.
1.3.14 As the party responsible for initial contact with the red light violatar, ATS shall provide
the Customer with an automated web-based citation processing system (AxsisT'~ VPS)
including image processing, 1~ notice color printing and mailing of at Citation or Notice
of Volation per chargeable event. Each citation shall be delivered by First Class mail
#o the registered owner within the statutory period. Mailings to owners rasponding to
first notices iden~fying drivers in affidavits of non-[iability or by renta( car companies are
afso included according to each pricing option.
1.3.15 Subsequent notices (such as second or pre-collection letters} may be defivered by First
Class or other mail means for additional compensatian to ATS as agreed by the parties
in Schedule 1.
1.3.16 ATS shall apply an electronic signature ta the citation when authorized to da so by an
approving law enforcement officer.
1.3.97 ATS shall obtain in-state vehicle registration information necessary to issue citations
assuming tFiat it is named as the Customer's agent and the State provides the
registratian data a# no cost.
1.3.98 ATS shall seek records fram out-of-state vehicle registration databases and apply
records found to Axsis to issue citations for the Customer according to each pricing
option.
1.3.19 If Customer is unable to or does not desire to integrate ATS data to its court system,
ATS shal! provide an on-line court processing module, which will enable fhe court
review cases, related images, correspondence and ather related infarmation required
to adjudicate the disputed citation. Ths system will also enable the Court staff to
accept and account for paymenfs. Any costs to integrate ATS system to a court
computer system shall be borne by the Customer. ATS may agree to caver #hese up
frant costs and recover the costs from colfected revenue_
1.3.20 The AxsisTM VPS system, which provides the Customer with ability to run and print
standarcl system reports.
1.3.21 If required by the court or prosecutor, ATS shall provide the Customer with, or train a
tocal expert witRess able to testify in Court on matters relating to the accuracy,
technical operations, and efiFectiveness of the AxsisTM' System until judiciaf notice is
taken. ~
1.3.22 In those instances where damage to a Camera System or sensors is caused by
negligence on the part of the Customer or its autharized agent(s), ATS will provide an
estimate of the cost of repair. Upon authorizatian to proceed with the reparrs or
replacement, ATS sha[[ replace or repair any damaged equipment and invoice for the
pre-approved repair cost. AT5 shail bear the cost to replace or repair equipment
damaged in all other c+rcumstances.
Confidential Information Page 8
Photo Enforcement Services Agreement
1.3.23 ATS shall provide a help line to help the Customer resolve any problems encauntered
regarding its Red Light Camera System and/or citation processing. The help line shall
function during norrnal business hours.
2 CUSTOMER SCOPE ~F WORK
2.2 GENERAL IMPLEMENTATION REQUIREMENTS
2.2.9 3 Within 7 business days of contract execution, the Customer shall provide ATS wi#h the
name and contact informa#ion for a praject manager with authority to coordinate
Customer responsibilities under the Agreement.
2.2.14 Within 7 business days of contract execufion, the Customer shall provide ATS with the
name and contact information for a Municipal Court manager responsibfe for oversight
of al{ Court-related program requirements
2.2.15 The Customer shall make every effort to adhere to the Project Time Line outlined in
Schedule 4.
2.2.16 The Customer shall, on a form provided by ATS, pratide verificaHon to the State
Department af Motor Vehicles, National Law enforcement Telecommunications
System, or appropriate authority indicating that ATS is acting as an Agent of the
Customer for the purposes of accessing vehicle ownership data pursuant to the list of
permissi6le uses delineated in the Dri~ers Privacy Protection Act 1$ U.S.C. § 2721,
Section (b) {1) and as may otherwise be provided or required by any provision of
applicable state faw.
2.2.17 The Customer and ATS shall complete the Project Business Process Work Flow
design within 30 calendar days of contract signature, using the drafts included on
Schedules 2 and 3 as the bas9s far the final workflow design.
2.3 STREETS AND TRAFFIC DEPARTMENT OPERATIONS
2.3.'[3 Customer shalf execute a right of way agreement or amendment to aElow {nstallation of
red light cameras on state roads with Florida Department of Transportation within 30
days of contract execution.
2.3.14 kf the Customer chooses to move a Camera System to a new approach after initial
instal{ation, it shall pay the costs to ~elocate the System.
2.3.15 Customer will design, fabricate, install and maintain red fight camera warning signs. If
Customer cannot provide such signage, ATS wifi do so and charge the costs to the
client.
2.3.16 The Customer shall provide access to traffic signal phase connections according to
approved design.
2.3.17 Cusfomer shall allow ATS ta access power from existing power sources at no cost and
shafi allow or facilitate access to traffic signal phase connections to a pull box, pole
base, or controller cabinet nearest to each Camera System within the Customer's
jurisdiction. The costs of any additional conduit or power infrastructure needed to
support installation of the Camera shall funded by ATS and ATS and shall recover such
added costs out of collected revenue in addition to its normal fees.
2.3.98 The Customer shall not require ATS to provide insta{lation drawings stamped by a
licensed civil engineer. However, ATS work product and drawings shall be overseen
ahd approved by and ATS PE and such deliverable shal! conform to applicable
engineering norms and reflect the details of installation work to be campleted.
Confidential Information Page 9
Phota Enforcement Services Rgreerr~ent
2.3.19 The Customer shall approve or reject ATS submitted plans within 7 business days of
receipt and shall limit iterations to a total of one revision beyond the initially submitted
plans. Total plan appravat duration shall not exceed 10 business days.
2.3.20 The Custorner shall nat charge ATS or its subcontractar for builcfing, constructions,
street use and/or pole attachment permits.
2.4 POL.ICE DEPARTMENT OPERATlONS
2.4.13 The Police Department shall process each potential violation in accordance with State
Laws and/or Ciry Ordinances within 3 business days of its appearance in the Police
Review Queue, using A~csisTM ta determine which vioEations wifl be issued as Citations
or Nofices of Violation.
2.4.14 Palice Department workstation cflmputer manifors for citation review and approval
should provide a resolution of 1280 x 1024.
2.4.15 For optimal data throughput, Palice Department workstations should be connected to a
high-speed internet connection wifh bandwidth of T-1 or greater.
2.4.'I6 Police Department shalf provide signatures of a[l authorized poEice users who will
review events and approve citafions on forms provided by ATS.
2.5 COURT OPERATIONS
2.5.13 [f Ctastomer does not provide check payment processing, Customer use ATS payment
processing services. The fees for lockbax and epayment services are presented on
Schedule 1.
2.5.i4 Court shall provide a judge or hearing o~cer and court facilities to schedule and hear
disputed citatians.
2.5.15 Court shall provide the specific text required to be placed on the Citation notice to be
issued by ATS within 34 calendar days of contract sigRature.
2.5.16 The Court shali approve the Citatian farm within 15 days receipt from ATS.
2.5.17 Municipal Court shall handle inbaund and outbound phone calls and correspondence
from defendants who have questions about disputes, and other issues relating to
citation adjudication. Court may refer citizens with questions regarding ATS or Axsis
technology and processes to websites and/or toll-free telephone numbers provided by
ATS for that purpose.
2.5.18 Within 10 days after expiration of a second notice, Municipal court sha[I pursue
delinquent collections of unpaid notices with an existing coniractor or ATS.
2.5.19 Any potential one time, direct casts to ATS (including ATS' costs) to develop an
interface befinreen the Court system will be initiafly paid by ATS will be reimbursed to
ATS from collected revenues from the program once avai[able.
2.6 INFORMATION T~ChfNOLOGY I7EPARTMENT OPERATIONS
2.6.13 In the event that remote access to the ATS Axsis VPS System is blocked by Customer
ne#work security infrastructure, the Customer's Department of Information Technalogy
shall caordinate with AT5 to facilitate apprapriate communications while mainfaining
required security measures.
2.6.14 If Customer-owned te~ecommunications lines or WUiFi networks are present at or near
the site, and if feasible ta share such existing bandwidth, ATS shall be aflowed to use
Confidential lnformation Page 1Q
Phato Enforcement Sen~ices P,greement
such infrastructure for data transmission. ATS shalf work with the City's IT department
to ensure City securiry protocais are maintained.
Con~dentia! Information Page 11
Photo Enforcemenf Serviees Agreement
Schedule 7
Service Fee Schedule
Fee per paid citation $40A0
Delinquency collectians fees: 34% of recovered revenue
Gonfidential Information Page 12
Photo Enforceman# Services Agreement
Schedule 2 and 3
Workftow ~iagrams
[to be added after consultation with Police and Cou~F]
Confidential In#Qrmation Page 13
Photo Enforcement Services Agreernent
Schedule 4
Project Timeline
To be developed upon consultation with police and court.
Confideniial information Page t4
Photo Enforcement Services Agreament
Schedule 5
Initia( Camera Locations
To be developed upon consultation with police and traffic engineering and after videa and
engineering analysis by ATS.
Confidential Enformation Page 15
Photo Enforcement Services Agreemer~t