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HomeMy WebLinkAboutL-2: Red Light Camera ReportCity of ~Vliami ~ard~ens 1515-200 NW 167t'' Street Miami Gaxdens, Florida 33169 Mayor Shirley Gibson Vice Mayor Barbara Watson Councilman Melvin L. Bratton Councilman Oscar Braynon II Councilman Andre Williams Councilwoman Sharon Pritchett Councilman Aaron Campbell MEMO LlM To: Mayor and City ouncil From: Dr. Danny anager Date: July 18, 2 07 RE: Red Light Camera Program As we have discussed on numerous occasions, one of the most dangerous aspects of living in Miami-Dade County and Miami Gardens is traffic. In particular, speeding and red-light running. This past month, I met with the company that provides red light camera for most of the major cities in the United States about the possibility of using their services in Miami Gardens. Some of the cities they provide camera services for are: Houston, Texas; Phoenix and Tucson, Arizona; Washington, D.C.; New York City; Philadelphia; St. Louis, Missouri; and Orange County and FDOT, Florida to name only 11 of the more than 75 jurisdictions nationwide. Past experience with this program demonstrates a significant ability to modify behavior. In New York City, camera have been active for over 15 years. Over that period, they have realized a 73% reduction in red-light violations resulting in a 41% reduction in collisions and a 35% reduction in fatalities. In Philadelphia over the past year, violations decreased 71%. Aside from the fatalities, the reduction translates into a major decrease in personal injuries that have a lifetime impact on families. In both cases, continuing violations were sufficient to pay for the on-going program. The program offered by American Traffic Solutions involves no city funds in order to implement. All costs from lights to billing are included in the basic per-intersection approach fee. The details of the proposed program are included in the attached material. I have attached a copy of a draft contract, a chart on the New York City experience, An article form The Insurance Institute for Highway Safety, and a copy of the signed Apopka, Florida contract. The City of Pembroke Pines is now in negotiations after the City Commission gave it initial approval in June, 2007. RECOMMENDATION: That City Council authorize staff to proceed to negotiate a contract for Council's consideration in September. L-2) REPORTS RED LIGHT CAMERA PROGRAM American Traffic Solutions, Inc. Page 1 of 1 ___ ~ > Public Safety - - Services _.. _ __.._ _ _. _._ . ,..... __.. . _,. _. _ ( _ ! > Toll Sernces ~ _ _ . (> Public Finance ' ~ ~FOCU~ C7N ~ L ------ --- _ ___ _- . - l ,_~° SAFETY American Traffic Solutions, Inc. is a leading provider of technology and business solutions that supports the growing worldwide requirements for photo tra~c and electronic toll enforcement and management. ATS provides innovative and superior traffic safety and photo enforcement programs that focus on the clienYs needs. The company is headquartered in Scottsdale, Arizona, with regional facilities across the country, including New York City, NY, Philadelphia, PA, Mesa, AZ, St. Louis, MO and Washington, DC. ATS shares the vision and goal to improve public safety with its partnering communities throughout the United States and Canada which have chosen ATS more often than all other competitive systems and providers during the past 12 months. Our mission is to deliver effective technology and services that reduce operating costs or generate revenue that pay for its use Our services and offerings are organized in three lines of business: 1.) Pubiic Safety, 2.) Electronic Toll Systems; and 3.) Public Finance. ~O 2007 American Traffic Solutions, Inc. Home ~ Services ~ News/Events ~ About Us ~ Legal Notices ~ Contact Us http://www.atsol.com/services/services.html 7/19/2007 Home Services NewslEvents About Us Contact Us American Traffic Solutions, Inc. (--- - --- - ------- -- - --- I > Executive Team _ __~ I_ 3 i > Customers _ _ ~ ..~ > Careers ~ - ---- -------------a OO 2007 American Traffic Solutions, Inc. Page 1 of 1 About Us _, _, ., , __., _.. . ,. _. ,.. . ., ,. . _.., . . ,._._.... _ _ .... _. . American Traffic Solutions, Inc. is a leading provider of technology and business solutions that support the growing worldwide requirements for photo traffic and electronic toll enforcement management. The company is headquartered in Scottsdale, Arizona, with regional facilities in New York City, NY, Philadelphia, PA, Mesa, AZ, St. Louis, MO and Washington, DC. ATS maintains a state-of-the-art Software Development and Operations Center in Scottsdale, Arizona. The Scottsdale facility also serves as the Company's Global Network Operations Center which is linked to all active cameras and data collection devices worldwide. Our Customer Service and Transaction Processing operations are distributed across time zones for load balancing and customer convenience. Our Products and Offerings are focused on mobility and traffic safety, and have been specifically developed in response to growing demand for traffic and transportation related systems worldwide. The company has steadily cultivated the right combination of people, processes and enabling technologies required to achieve success. Our unique solutions for automated toll and traffc violation processing, together with the proven business management expertise, provide each of the required elements to ensure successful outcomes for our customers and partners. We operate on a fundamental and proven principal that successful, long-term customer relationships are key to a successful business. These relationships are built upon trust, reliable and complete customer service and a deep knowledge and understanding of customer business needs and goals. Home ~ Services ~ News/Events ~ About Us ~ Legal Notices ~ Contact Us http://www.atsol.com/about/AboutUs.html 7/19/2007 Home Services NewslEvents About Us Contact Us American Traffic Solutions, Inc. Page 1 of 1 > Executive Team About Us > Customers _. _.._. _. _ . . _. _,.. _. _ _,. . _, ., ._.. _ . _. _ _ _ > Customers _ Customers ~ - - _ _. I> Careers l American Traffic Solutions has more than 500 tra~c enforcement cameras under contract in the United ~_ ~ States and supplies photo enforcement systems and services to more than 50 cities, towns and counties across North America. ATS operates the largest and most complex red light camera programs in the nation's largest cities including New York City, Seattle, Houston, Philadelphia, Calgary, St. Louis, Phoenix, and Washington, DC. Our New York City customer is the largest red light camera enforcement program in North America. ATS has supplied and services more than 100 red light cameras in all five Boroughs throughout the City. ATS also supplies and services Canada's largest digital red light camera program in Calgary, Alberta. What our customers say about us: City of Calgary, Alberta Canada ATS is the red light camera technology and service provider for the City of Calgary, Alberta. The Calgary program is the longest running and among the largest red light safety enforcement programs in Canada with 48 intersections equipped with cameras. ATS has supported all of the City's photo enforcement technology needs since 1999. "The analysis shows that each year has shown a constant trend for safer driving in relation to motorist behaviour at red light camera intersections. This attitude has translated into less of a likelihood of sudden stopping by drivers, which can cause rear end collisions."- Sgt. Clive Marsh, Calgary Police Specialized Traffic Enforcement Unit New York City Department of Transportation, New York The program operates more than 100 red light cameras across 150 sites and 200 "dummy" cameras installed in five boroughs in New York City. The program has been operational since 1993. "...(Red Light CamerasJ save people's lives. People get killed crossing the street when people run through red lights. When there are cameras there you catch people and teach them a lesson and they stop running red lights..."- NYC Mayor Michael8loomberg City of Houston, Texas ATS was selected by the City of Houston Police Department after a rigorous and detailed test program and proposal process to install and operate 50 red light photo enforcement systems in the City. Executive Assistant Chief Martha Montalvo, who is overseeing the Houston program, said that a committee which includes a representative from the Houston-Galveston Area Council, evaluated the companies and determined that ATS was the most qualified. 'ATS had the highest score in all of the areas that were looked at,"said Chief Montalvo. "Their system produced the clearest images and they provided us with timely reports." OO 2007 American Traffic Solutions, Inc. Home ~ Services ~ News/Events ~ About Us ~ Legal Notices ~ Contact Us http://www.atsol.com/about/Customers.html 7/19/2007 Home Services News/Events About Us Contact Us With 75 customers and more than 650 camera systems contracted throughout the U.S.- ATS has more major metropolitan municipal clients than any other vendor and has a 56% market share of the top ten U.S. cities by population served. East Midwest West 'New York City, NY •St. Louis, MO 'Houston, TX •Philadelphia, PA ^Arnold, MO ^Arlington, TX 'Washington, DC 'Beverly Hills, MO ^Irving, TX 'Anne Arundel County, MD 'Bellerive, MO ^Lubbock, TX ^Brentwood, MD ^Brenfinrood, MO ^Balcones Heights, TX 'Colmar Manor, MD ^Country Club Hills, MO ^Sugar Land, TX •Edmonston, MD ^Creve Coeur, MO ^Seattle, WA 'Laurel, MD ^Dellwood, MO ^Phoenix, AZ 'Mt. Ranier, MD ^Hazelwood, MO ^Mesa, AZ 'New Carrollton, MD 'St. John, MO ^Scottsdale, AZ 'University Park, MD ^Sugar Creek, MO ^Tucson, AZ SOUth 'Florissant, MO ^Avondale, AZ ^Tupelo, MS 'Webster Groves, MO ^Glendale, AZ 'Southaven, MS 'Washington, MO** ^Cathedral City, CA •Baton Rouge, LA** 'Oak Groves, MO 'Capitola, CA ^New Orleans, LA* 'Clayton, MO* 'Covina, CA 'Gallatin, TN 'Richmond Heights, MO ^Millbrae, CA ^Jackson, TN 'Cahokia, IL ^South San Francisco, CA ^Red Bank, TN 'Granite City, IL ^Greenwood Village, CO ^Ridgetop, TN 'Highland Park, MI ^E-470 Public Highway, CO ^Apopka, FL International 'Harris County Toll Road 'Orange County, FL ^Calgary, Alberta Canada 'Lynnwood, WA 'Pembroke Pines, FL ^ New Zealand National 'Puyallup, WA ^Florida Transportation of Police 'Cedar Hill, TX Department 'Renton, WA ^ H utto, TX * Recommended by Staff and pendin g Council Award 'Humble, TX Cities with populations greater than 300,000 ^Schertz, TX ., ~ , ^Lone Tree, CO _ ~ American ' TiraHic Solutions ~ 39.8 40.0 - - - _ _ _ 35A 72% Reduction __ - _- -_ _- _ - ~ in Violation E 30.~ Rate A ° 30.0 -- ~g q _ - _ . - d _ r 26.4 0 25.0 247 ;, 25.0 -_ . -._ a `o 0 20A - __ . -__ > 77.1 16.8 0 = 14.7 ~ 15.0 _ _ - - -_ - -- ~ 12.2 _ 13.1 - > a 9.8 9.6 10.0 -- _ 8:~~. _9A 5.0 Mar- Apr- May- Jun- Jul- Aug- Sep- Oct- Nov- Dec- Jan- Feb- Mar- Apr- May- Jun- Jul- 05 OS OS 05 05 05 OS 05 05 05 06 O6 06 O6 06 O6 O6 Philadelphia Red Light Camera Progrem Average Violations Per Day Per Active Camera ~"'Hka" . tt.mc Solutlon: All Sites from March T005 through July 2006 --~-^--- ~ ~ Im~f~ ~~~~~ 9~ 80 70 ~ m ~ 60 m a~ ~ 50 U N 0 4~ .~ ~ 30 20 10 0 New York City Red Light Camera Program Historical Violations Per Camera Per Day AmeNean ~ lramc sownon: 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 DRAFT PROFESSIONAL SERVICES AGREEMENT "AGREEMENT" THIS AGREEMENT made this 25th day of July, 2007 befinreen American Traffic Solutions, Inc. (herein "ATS"), a corporation duly registered under the laws of the State of Kansas 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, herein "Customer", a municipal corporation of the State of Florida with principal offices at 1515 N.W. 167th Street, Building 5, Suite 200, Miami Gardens, FL 33169. WITNESSETH: WHEREAS, ATS has the exclusive knowledge, possession and ownership of certain equipment, licenses, and processes, referred to collectively as the "AxsisT"" System" (herein "Axsis ), and WHEREAS, Customer desires to use the AxsisTM System to monitor and enforce red light violations, and may, in the future desire to monitor and enforce traffic speed or other traffic movements and to issue citations for traffic violations. NOW THEREFORE, the parties agree: DEFINITIONS: As used in this Agreement, the following words and terms shall, unless the context otherwise requires, have the respective meanings provided below: "Citation" means a citation issued by a competent state or municipal law enforcement a~ent or agency or by a court of competent jurisdiction relating to a violation documented or evidenced by Axsis "". "Person" or "persons" means any individual, partnership, joint venture, corporation, trust, unincorporated association, governmental authority or political subdivision thereof or any other form of entity. "Camera System" means a photo-traffic monitoring device consisting of one (1) rear camera, strobe, and traffic monitoring device capable of accurately detecting a traffic infraction on up to four lanes controlled by a single signal phase and which records such data with two scene images of such vehicle and a cropped sub image of the license plate from one of the two scene images. "Approach" is defined as one direction of travel of one or more lane on a road or a traffic intersection up to 4 lanes controlled by a single signal phase. "Violation" means failure to obey an applicable traffic law or regulations, including, without limitation, failure to obey a traffic signal, operating a motor vehicle in excess of the posted speed limit, and operating a motor vehicle without displaying a valid license plate. "Operational Time" means the actual time that a Camera System is monitoring traffic. "VIMS Analysis" is a statistical assessment of violations rates at suspected problem intersections and approaches to determine the need for a red light system. "Days" means a calendar day unless otherwise set forth. 2. ATS AGREES TO PROVIDE: The scope of work identified in Exhibit "A, Section 1" 3. CUSTOMER AGREES TO PROVIDE: The scope of work identified in Exhibit "A, Section 2." 4. TERM AND TERMINATION: This contract shall be effective on the signature date above. b. The term of this Agreement shall be for five (5) years beginning on the date of first issued and payable notice of a violation (the "Start Date") and may be automatically be extended for one additional five Confidential Information Photo Enforcement Services Agreement DRAFT (5) year period. However, Customer may terminate this Agreement at the expiration of any term by providing written notice of its intent not to extend the Agreement 120 days prior to the expiration of the current term. c. The Contractor'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 material way to perform its obligations under this Agreement. Termination under this subsection is subject to the condition that the terminating party notifies the other party of its intent to terminate, stating with reasonable specificity the grounds therefor, and the other party fails to cure the default within forty-five (45) days after receiving notice. iii) For convenience as result of adverse state legislation, according to the terms and conditions agreed. d. Upon termination of this Agreement, the parties shall take the following actions, and shall have the following obligations, which survive termination during the wind-down period: The Customer shall cease using the AxsisT"' System, shall return 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 continue to process all images taken by the Customer before termination and provide all services associated with processing in accordance with this Agreement, and shall be entitled to all Fees specified in the Agreement as if the Agreement were still in effect. 5. ASSIGNMENT: Neither party may assign all or any portion of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.. 6. FEES AND PAYMENT: Customer shall pay for all equipment, services and maintenance based on the fee schedule indicated in ExhibitA, Schedule 1, ("Fees"). The Customer shall pay all fees due ATS based upon invoices from the proceeding month within 30 days of submission. Late payments are subject to interest calculated at 1.5% per month on open balances. Each anniversary date of the term, the unit prices will increase by the CPI, according to the average of the U.S. Department of Labor, Consumer Price Indices for the City and the Metro Phoenix MSA. 7. INTERSECTION AND VIOLATION RATE ANALYSIS: Prior to implementing the Axsis System, ATS mav conduct an analysis of each Approach being considered for a Camera System. If ATS deems necessary, ATS will use the AXSISTM VIMS (Violation Incident Monitoring System) or other tool or means to complete the analysis over a 4 to 24 hour period. The Customer will be provided a report on violations recorded at each monitored approach, including the time of day and lanes on which the violations occurred. For any Approach recommended by the Customer, ATS may install a Camera System. However, ATS may elect not to install a Camera System where traffic violation data does not support installation of the Axsis System. 8. COMMUNICATION OF INFORMATION: Any data produced by the Camera System is the property of the Customer. ATS agrees that all information obtained by ATS through operation of the Axsis System shall be made available to the Customer at any time during ATS's normal working hours, excluding trade secrets and other confidential or proprietary information not reasonably necessary for the prosecution of citations or the fulfillment of Customer's obligation under this Agreement. CONFIDENTIAL INFORMATION: Confidential Information Photo Enforcement Services Agreement DRAFT No information given by ATS to Customer will be of a confidential nature, unless specifically designated in writing as proprietary and confidential by ATS. Provided, however, nothing in this paragraph shall be construed contrary to the terms and provisions of any "Open Records AcY' or similar laws, insofar as they may be applicable. ATS shall not use any information acquired by this program with respect to any violations or the Customer's law enforcement activities for any purpose other than the program. 10. OWNERSHIP OF SYSTEM: It is understood by the Customer that the System being installed by ATS is, and shall remain, the sole property of ATS, unless separately procured from ATS through a lease or purchase transaction. The System is being provided to Customer only under the terms and for the term of this Agreement. 11. INDEMNIFICATION AND 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 AxsisT"" equipment which affect this Agreement, and shall indemnify and save harmless the Customer against any claims arising from the violation of any such laws, ordinances and regulations or any claims arising from the violations of the maintenance procedures and manufacturer recommendations for operation 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 Customer. 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 operations, personal and advertising injury, and contractual liability with a combined single limit of $1,000,000 per occurrence. Such insurance shall include the Customer, its officers, directors, employees, and elected officials as additional insured's for liability arising from ATS's operation. (b) Workers Compensation as required by applicable state law, and Employers' Liability insurance with limits of not less than $500,000 each accident; ATS shall at all times maintain worker's compensation insurance coverage in the amounts required by law, but shall not be required to provide such coverage for any actual or statutory employee of Customer. (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 property damage. The Customer and its officers and employees, shall be named as additional insured on the comprehensive general liability policies provided by ATS under this Agreement. ATS shall require any subcontractors doing work under this Agreement to provide and maintain the same insurance, which insurance shall also name the Customer and its officers, employees, and authorized volunteers as additional 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 the date on which this Agreement is made. Such certificates shall show that the Customer shall be notified of all cancellations of such insurance policies. ATS shall 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 its powers, insofar as the same law regulates the objects for which, or manner in which, or the concerns under which, the Customer may enter into this Agreement, shall be controlling and shall be incorporated by reference into this Agreement. The Customer shall be responsible for vehicle insurance coverage on any vehicles driven by Customer employees. Coverage will include liability and collision damage. 12. STATE LAW TO APPLY: This Agreement shall be construed under and in accordance with the laws of the State of Florida. 13. DISPUTE RESOLUTION: All disputes arising out of or in connection with the Agreement shall be attempted to be settled through good- faith negotiation befinreen senior management of both parties, followed if necessary within thirty (30) days by professionally-assisted mediation. Any mediator so designated must be acceptable to each party. The Confidential Information P Photo Enforcement Services Agreement DRAFT mediation will be conducted as specified by the mediator and agreed upon by the parties. The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The mediation will be treated as a settlement discussion and therefore will be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. (a) Failing resolution through negotiation or mediation, any remaining dispute shall be submitted to binding arbitration in accordance with the Arbitration Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association ("AAA Rules") before a single arbitrator. The place of arbitration will be mutually agreed upon within 14 days of a decision to seek arbitration. Limited discovery will be permitted in connection with the arbitration upon agreement of the parties or upon a showing of substantial need by the party seeking discovery: The arbitrator's decision shall follow the plain and natural meaning of the relevant documents, and shall be final and binding. The arbitrator will have no power to award (i) damages inconsistent with the Agreement or (ii) punitive damages or any other damages not measured by the prevailing party's actual damages, and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. All aspects of the arbitration will be confidential. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Each party will promptly pay its share of all arbitration fees and costs, provided that such fees and costs shall be recoverable by the prevailing party as determined by the arbitrator. If a party 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 attorney's fees and costs incurred by the other party in obtaining such decision, which decision may be entered in any court of competent jurisdiction. Except for the failure of a party to pay arbitration fees and costs that requires resort to the arbitrator to order such payment, the parties will bear their own attorneys' fees in any matter or dispute under this Agreement. 14. CHANGE ORDERS OR ADDITIONAL SERVICES: Changes to services or scope and additional systems and services may be added to this agreement by mutual consent of the parties in writing as an addendum to this Agreement. Customer and ATS agree that should legislation or local ordinance be enacted to enable speed enforcement within the City limits, the Customer shall have the option to negotiate services and fees and issue a change order to cover such services. All other terms and conditions shall remain the same. 15. LEGAL CONSTRUCTION: In case any one or more of the provisions contained in this Agreement 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 thereof and this Agreement shall be construed as of such invalid, illegal, or unenforceable provision had not been contained herein. 16. PRIOR AGREEMENT SUSPENDED: This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understanding, written or oral, between the parties respecting the written subject matter. 17. AMENDMENT: No amendments, modifications, or alterations of the terms hereof shall be binding unless he same be in writing, dated subsequent to the date of this Agreement and duly executed by the parties. 18. 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. 19. FORCE MAJEURE: 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, Confidential Information Page 4 Photo Enforcement Services Agreement significant fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, or governmental authorities approval delays which are not caused by any act or omission by ATS. The party whose performance is affected agrees to notify the other promptly of the existence and nature of any delay. 20. TAXES: The Customer is a tax exempt entity and as such, no taxes are due. In the event that the tax exempt status changes in the future, any excise, sales or other taxes are due relating to this service contract, the Customer will be responsible for the payment of such taxes. 21. NOTICES: Any notices or demand which under the terms of this Agreement or under any statute must or may be given or made by ATS or Customer shall be in writing and shall be given or made by personal service, email, first class mail, FedEx, or by certified or registered mail to the parties at the following address: City of Miami Gardens American Traffic Solutions, Inc. 1515 N.W. 167`h St. 14861 N. Scottsdale Rd, Suite 109 Building 5, Ste. 200 Scottsdale, AZ 85254 Miami Gardens, FL 33169 Attn: Chief Operating Officer Attn: City Manager IN WITNESS WHEREOF, the parties have executed this Agreement as of the date on Page 1 AMERICAN TRAFFIC SOLUTIONS, INC. DRAFT Adam E. Tuton, Executive Vice President Mayor ATTEST: City Clerk Confidential Information Page 5 Photo Enforcement Services Agreement DRAFT Exhibit A ATS SCOPE OF WORK 1 AMERICAN TRAFFIC SOLUTIONS (ATS) SCOPE OF WORK 1.2 ATS IMPLEMENTATION 1.2.13 ATS agrees to provide a turnkey solution for Camera Systems to the Customer wherein all reasonably necessary elements required to implement and operate the solution are the responsibility of ATS, except for those items identified in Section 2 titled "Customer Scope of Work". ATS and the Customer understand and agree that new or previously 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 responsibility and cost for such items. In genera~, if work is to be performed by the Customer, unless otherwise specified, the Customer shall not charge ATS for the cost. All other in-scope work, external to the Customer, is the responsibility of ATS. 1.2.14 ATS agrees to make every effort to adhere to the Project Time Line outlined in Schedule 4. 1.2.15 ATS will assist the Customer with video evaluation of candidate sites using the Axsis VIMS system. 1.2.16 ATS will install Camera Systems at a number of intersection or grade crossing approaches to be agreed upon between ATS and the Customer after completion of site analyses to be entered into Schedule 5. In addition to the initial locations, the parties may agree from time to time, by additional Work Order(s), to add to the quantities and locations where Camera Systems are installed and maintained. 1.2.17 ATS will operate each Camera System on a 24-hour basis, barring downtime for maintenance and normal servicing activities. 1.2.18 ATS' in-house marketing department will assist the Customer with public information and outreach campaign strategies. In addition, depending upon the agreed-upon strategy, ATS may pay for agreed upon extra scope expenditures for public relations consultants, advertising, or media relations provided that such extra scope expenditures will be reimbursed to ATS from 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 Notice # and a PIN, which will allow violation image and video viewing. 1.2.20 The Customer and ATS will complete the Project Business Process Work Flow design within 30 calendar days of contract signature; the parties to 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 enclosure lens cleaning; camera, strobe and controller enclosure cleaning; inspection 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 determination 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 internet connections or infrastructure are excluded from this service level. Confidential Information P Photo Enforcement Services Agreement 1.2.24 For any city using ATS lockbox or epayment services, ATS will establish a demand deposit account bearing the title, "American Traffic Solutions, Inc. as agent for Customer" at U.S. Bank. All funds collected on behalf of the Customer will be DRAFT deposited in this account and transferred by wire the first business day of each week to the Customer's primary deposit bank. The Customer will identify the account to receive funds wired from U.S. Bank. Customer shall sign a W-9 and blocked account agreement, to be completed by the Customer, to ensure the Customer's financial interest in said U.S. Bank account is preserved. 1.3 ATS OPERATIONS 1.3.13 ATS shall provide the Customer with an optional one-time violation warning notice 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 violator, ATS shall provide the Customer with an automated web-based citation processing system (AxsisT"' VPS) including image processing, 1S' notice color printing and mailing of at Citation or Notice of Violation per chargeable event. Each citation shall be delivered by First Class mail to the registered owner within the statutory period. Mailings to owners responding to first notices identifying drivers in affidavits of non-liability or by rental car companies are also included according to each pricing option. 1.3.15 Subsequent notices (such as second or pre-collection letters) may be delivered by First Class or other mail means for additional compensation to ATS as agreed by the parties in Schedule 1. 1.3.16 ATS shall apply an electronic signature to the citation when authorized to do so by an approving law enforcement officer. 1.3.17 ATS shall obtain in-state vehicle registration information necessary to issue citations assuming that it is named as the Customer's agent and the State provides the registration data at no cost. 1.3.18 ATS shall seek records from 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 shall provide an on-line court processing module, which will enable the court review cases, related images, correspondence and other related information required to adjudicate the disputed citation. The system will also enable the Court staff to accept and account for payments. Any costs to integrate ATS system to a court computer system shall be borne by the Customer. ATS may agree to cover these up front costs and recover the costs from coflected revenue. 1.3.20 The AxsisT"" VPS system, which provides the Customer with ability to run and print standard system reports. 1.3.21 If required by the court or prosecutor, ATS shall provide the Customer with, or train a local expert witness able to testify in Court on matters relating to the accuracy, technical operations, and effectiveness of the AxsisT"' System until judicial 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 authorized agent(s), ATS will provide an estimate of the cost of repair. Upon authorization to proceed with the repairs or replacement, ATS shall replace or repair any damaged equipment and invoice for the pre-approved repair cost. ATS shall bear the cost to replace or repair equipment damaged in all other circumstances. Confidential Information Photo Enforcement Services Agreement DRAFT 1.3.23 ATS shall provide a help line to help the Customer resolve any problems encountered regarding its Red Light Camera System and/or citation processing. The help line shall function during normal business hours. 2 CUSTOMER SCOPE OF WORK 2.2 GENERAL IMPLEMENTATION REQUIREMENTS 2.2.13 Within 7 business days of contract execution, the Customer shall provide ATS with the name and contact information for a project manager with authority to coordinate Customer responsibilities under the Agreement. 2.2.14 Within 7 business days of contract execution, the Customer shall provide ATS with the name and contact information for a Municipal Court manager responsible for oversight of all Court-related program requirements 2.2.15 The Customer shafl 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, provide verification to the State Department of 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 permissible uses delineated in the Drivers Privacy Protection Act 18 U.S.C. § 2721, Section (b) (1) and as may otherwise be provided or required by any provision of applicable state law. 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 basis for the final workflow design. 2.3 STREETS AND TRAFFIC DEPARTMENT OPERATIONS 2.3.13 If the Customer chooses to move a Camera System to a new approach after initial installation, it shall pay the costs to relocate the System. 2.3.14 Customer will design, fabricate, install and maintain red light camera warning signs. If Customer cannot provide such signage, ATS will do so and charge the costs to the client. 2.3.15 The Customer shall provide access to traffic signal phase connections according to approved design. 2.3.16 Customer shall allow ATS to access power from existing power sources at no cost and shall 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. 2.3.17 The Customer shall require ATS to provide installation drawings stamped by a licensed civil engineer. ATS work product and drawings shall be overseen and approved by and ATS PE and such deliverable shall conform to applicable engineering norms and reflect the details of installation work to be completed. 2.3.18 Unless ATS is deficient in its submission, 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 approval duration shall not exceed 10 business days. Confidential Information Page 8 Photo Enforcement Services Agreement D RAF T 2.3.19 The Customer shall not charge ATS or its subcontractor for building, constructions, street use and/or pole attachment permits. 2.4 POLICE DEPARTMENT OPERATIONS 2.4.13 The Police Department shall process each potential violation in accordance with State Laws and/or City Ordinances within 3 business days of its appearance in the Police Review Queue, using AxsisT"^ to determine which violations will be issued as Citations or Notices of Violation. 2.4.14 Police Department workstation computer monitors for citation review and approval should provide a resolution of 1280 x 1024. 2.4.15 For optimal data throughput, Police Department workstations should be connected to a high-speed internet connection with bandwidth of T-1 or greater. 2.4.16 Police Department shall provide signatures of all authorized police users who will review events and approve citations on forms provided by ATS. 2.5 COURT OPERATIONS 2.5.13 If Customer does not provide check payment processing, Customer use ATS payment processing services. The fees for lockbox and epayment services are presented on Schedule 1. 2.5.14 Court shall provide a judge or hearing officer and court facilities to schedule and hear disputed citations. 2.5.15 Court shall provide the specific text required to be placed on the Citation notice to be issued by ATS within 30 calendar days of contract signature. 2.5.16 The Court shall approve the Citation form within 15 days receipt from ATS. 2.5.17 Municipal Court shall handle inbound 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 shall pursue delinquent collections of unpaid notices with an existing contractor or ATS. 2.5.19 Any potential one time, direct costs to ATS (including ATS' costs) to develop an interface between the Court system will be initially paid by ATS will be reimbursed to ATS from collected revenues from the program once available. 2.6 INFORMATION TECHNOLOGY DEPARTMENT OPERATIONS 2.6.13 In the event that remote access to the ATS Axsis VPS System is blocked by Customer network security infrastructure, the Customer's Department of Information Technology shall coordinate with ATS to facilitate appropriate communications while maintaining required security measures. 2.6.14 If Customer-owned telecommunications lines or WiFi networks are present at or near the site, and if feasible to share such existing bandwidth, ATS shall be allowed to use such infrastructure for data transmission. ATS shall work with the City's IT department to ensure City security protocols are maintained. Confidential Information Photo Enforcement Services Agreement DRAFT Schedule 1 Service Fee Schedule Cost Element Fee Red Light Camera Enforcement Solution Monthly Fee per Approach Axsis RLC-300 Red Light Camera System, Axsis LIVE $4,750 digital video system for monitoring 1 direction of travel, monitoring rear images up to 4 lanes, image processing, data entry, in and out of state registered owner acquisition, final quality control review, access to web-based Axsis VPS for Police Review, lst notice printing in color, reminder notice, postage and mailing, E-payment processing services electronic notice file transmission to court system or use of ATS court system module, evidence packages for scheduled hearings. Lockbox Payment Processing $1.50 per payment Delinquency Collections Services 30% of Revenue Recovered Confidential Information Page 10 Photo Enforcement Services Agreement DRAFT Schedule 2 and 3 Workflow Diagrams [to be added after consultation with Police and Court] Confidential Information Page 11 Photo Enforcement Services Agreement Schedule 4 DRAFT Project Timeline To be developed upon consultation with police and court. Confidential Information Page 12 Photo Enforcement Services Agreement Schedule 5 Initial Camera Locations DRAFT To be developed upon consultation with police and traffic engineering and after video and engineering analysis by ATS. Confidential Information Page 13 Photo Enforcement Services Agreement Vol. 42, No. 1, Jan. 27, 2007 Go for a Philly cheesesteak? INhile you're out be sure to Whether you live in Philadelphia or visit, indulge in the sandwich that has been identified with the city since the 1930s. But on your way to get your cheesesteak, don't run a red light because Philadelphia is one of a growing number of US cities with camera enforcement. Evaluating the effectiveness of red light cameras at two intersections along Philadelphia's Status Report, ~ol. 42, No. 1, Jan. 27, 2007 busy Roosevelt Boulevard, Institute re- searchers separated camera effects from the effects of e~ending yellow lights to give approaching motorists more warning that signals were about to turn red. Sometimes these two measures have been introduced simultaneously, which has Placement of retl light cameras along Philadelphia's Roosevelt Boulevard is prominent. Signs announce their presence, so motorists know they're not being ambushed. The intersections were ehosen for photo enforcement after being identified as some of the highest crash locations in the United States. The idea of the cameras is to reduce signal violations and, in turn, the number of serious crashes. caused confusion about their relative bene- fits. The new study reveals that both meas- ures reduce signal violations, but it's the cameras that make by far the biggest differ- ence. They all but eliminated the signal via lations that remained after yellow lights were lengthened at the Roosevelt Bou- levard intersections. "Violations virtually disappeared at the six approaches to the two intersections we studied. This decrease in violations is all the more remarkable because the intersec- tions were such high crash locations. In fact, they had been identified as having some of the highest crash rates in the nation," says Richard Retting, the Institute's senior transportation engineer and lead author of the Institute's new red light cam- era study. Researchers tallied signal violation rates at intersections before and after extension of yel- low lights and again after red light camera enforcement had been in effect for about a year. The first step reduced signal violations by 36 percent. The cameras reduced the re- maining violations by 96 percent. At the same time, violations didn't change much at inter- sections without cameras in Atlantic County, New Jersey, about 50 miles away. Status Report, ~ol. 42, No. 1, Jan. 27, 2007 CONSEQUENCES OF BOOSTING FUEL ECONOMY Vehicles can be more fuel efficient without compromising safety. This is the main con- clusion of a new study by injury epidemiol- ogist Leon S. Robertson. Automakers typically comply with US fuel economy standards two ways, both of which have safety downsides. Making vehi- cles smaller means they use less fuel but generally aren't as crashworthy (the small- est vehicles on the road have the highest death rates). Adding small, light, and fuel- efficient vehicles to offset gas guzzlers raises overall fleet fuel efficiency but con- tributes to incompatibilities in crashes be- tween smaller, lighter vehicles and bigger, heavier SWs and pickups (see Status Report, Jan. 28, 2006; on the web at iihs.org). A way to improve fuel economy and maintain vehicle crashworthiness is to use lighter materials that reduce vehicle weight but not size. Automakers traditionally haven't gone this route unless there were federal incentives to do so. Robertson studied death rates in 67 car, van, and SUV models (1999-2002s) during 2000-04. First he looked at the effects of both vehicle weight and size on fuel use, finding that weight had a big impact. Heavy vehicles are the least fuel efficient (see Status Report, Feb. 25, 2006; on the web at iihs.org). Then Robertson studied the relationship between weight and death rates, controlling for other safety factors. Larger vehicles, good frontal offset crash test scores, and greater static rollover resistance were related to lower death rates. Weight increases also were as- sociated with lower risk of death. But considering all fatalities (pedestri- ans, motorcyclists, and people in other vehi- cles involved in crashes), Robertson found that weight increases beyond those associ- ated with increased vehicle size raised the total risk. The protective effects of the increased weight for people in a given vehi- cle were offset by the higher risk to other people in crashes with those vehicles. Robertson notes that weights varied within the same vehicle size groups as meas- ured by turn distance. He concludes that reducing the weights of all vehicles in the study group to those o( vehicles with the lowest weight per size would reduce fatality rates 28 percent and fuel use 16 percent. "[F]uel economy is not incompatible with societal risk if reductions in vehicle ECONOMY AND SAFET weight are accomplished without reducing vehicle size," Robertson says. "More sensi- ble fuel economy regulation that would not be adverse to safety could be achieved by setting a standard for minimum fuel econo- my dependent on vehicle size." The federal government is moving in this direction. Standards issued in March 2006 require automakers to improve the fuel effi- ciency of SUVs, vans, and pickups by the 2011 model year. Fuel economy standards will vary by vehicle size, measured as wheel- base times track width, instead of applying a single fleetwide standard. Downsizing will be discouraged because standards will be more stringent for smaller vehicles. This should have the effect of raising these vehi- cles' fuel economy without compromising their safety. "Robertson's study confirms that the new federal rule for light truck fuel econ- omy is a good approach," says Institute president Adrian Lund. "Indexing these require- ments to vehicle size makes it less likely that auto manufacturers will reduce the weights of their vehicles in ways that degrade occupant protection, and some weight reduction, es- pecially among very heavy vehicles, could improve total safety by lowering the risk to oth- er people on the road." Something else that Robertson's study con- firms is "the impor- tance of choosing a vehicle that has good crash test performance, whatever its size and weight, and a vehicle with good stability and resistance to rollover," Y Lund says. Pointing out a prob- lem with Robertson's research, Lund says it "never addresses why the lower weight vehi- cles in each size group weigh less than others in the same group. In some cases, lower weights are due no doubt to smaller engines, so safety is partly affected by the perform- ance of the vehicles. Weight reductions achieved solely by using materials that weigh less could have smaller benefits, or no net benefits, on societal risk of injuries." "Blood and oil: vehicle characteristics in relation to fatality risk and fuel economy" by L.S. Robertson is in American Journal of Pu6lic Health (Nov. 2006). NEW DATA ABOUT FUE~ Status Report, ~ol. 42, No. ], Jan. 27, 2007 How they work and why they're needed: High red light violation rates have been recorded at busy urban intersections, and the rates increase during peak travel. The result is crashes, including serious ones, Red light run- ning causes about 800 crash deaths per year, and about half of the people who are killed RED LIGHT VIOLAl10NS PER 10,000 VEHICLES AT PHILADELPHIA SI TES WI TH CAMERAS SITE 1 betoro loaper red Ilpht chanqes yellow camens Ilphb operating SITE 4 15 ~ eo ~o ~o 5 ~ . zero 10 Cameras help by deterring violators and, thus, preventing collisions. The cameras, con- nected to signal lights and sensors that moni- tor traffic, automatically photograph vehicles driven into an intersection after the light has turned red - not just as the light changes but a specified amount of time after. SITE 2 SITE 3 pefore loager red changes yellow cametas changes yellaw cameras Ilghh operetlnq Ilghts operating SITE 5 EeMre lonper red Ilght before changes yellow camens ehanges Ilghls operatlnp aren't the signal violators. They're pedestrians and people in vehicles that are struck by motorists committing the violations. Another 165,000 people are estimated to be injured in red light running crashes each year, SITE 6 red IIpM betore longer rod Ilght cametas changes yellow cameras operating Ilghls opewting The 2004 legislation authorizing camera use in Philadelphia requires photos of the rear license plates of vehicles in violation but not images of the motorists. Owners of the identi- fied vehicles are subject to $100 fines. Objecdve is deterrence, not "gotcha:" [n Philadelphia and elsewhere with camera enforcement (see p. 4 for a list of US communi- ties), conspicuous signs warn motorists as they approach camera-equipped intersec- tions. The signs posted along Roosevelt Boulevard include images of traffic signals and the words, "PHOTO ENFORCED." "This policy flies in the face of red light camera critics who claim the cameras are all about catching people, writing lots of tickets, and raising money," Retting points out. "The true purpose of cameras is to reduce crashes by getting mo- torists to stop at red lights, so the most successful programs don't produce any revenue at all." Results of the Philadelphia study also rebut camera opponents who insist that lengthening yellow sig- nal intervals is all that's needed to reduce intersection crashes. It isn't, Appropriate yellow intervals are important, but cameras make a much bigger difference. Violations at the 6 approaches to the 2 Philadelphia intersections ranged from 8 to 251 per 10,000 vehicles before any changes were introduced. After yellow signal timing was lengthened, violation rates declined by 20 to 63 percent, depending on the location. After cameras had been operating for about a year, the rates declined an additional 87 to 100 percent. At the intersection approach with the highest violation rate (251 per 10,000 vehicles), the first step of extending yellow lights pro- duced a decline to 198 violations per 10,000 vehicles. Then with red light cameras, the rate dropped to 1.8 per 10,000. Signal violation rates at 4 of the 6 intersection approach- es plummeted to fewer than 2 per 10,000. Before this research, the most widely citetl evaluation of cameras in a US community was in Oxnard, California, where red light viola- tions went down after the cameras were Status Report, ~ol. 42, No. 1, Jan. 27, 2007 introduced. [njury crashes also were reduced (see Status Report, Apri128, 2001; on the web at iihs.org). A review of international studies con- cluded that cameras generally reduce red light violations by about 40 to 50 percent (see Status Report, May 4, 2002; on the web at iihs.org), What's different about the Philadelphia study is that researchers looked at camera effects after they already had quantified the effects of lengthening the yellow signal lights. So effective was this two-step approach at the WHERE THEY'RE OPERATING Ten years ago, red lipht cameras were operadnp in ony two US cities, New York and San Frandsco. Now 200+ US communities have camera enforcement: AflIZONA Avondale Chandler Mes2 Paradise VaUey Phoenix Prescott Val~ey Scottsdale Tempe CALIFOflNIA Bakersfleld Baldwin Park Berkeley Beverty Hilis Capitola Cerritos Compton Costa Mesa Covina Culver Ciry Cupertino Davis Del Mar EI Cajon EI Monte Emeryville Encinitas Escondido Fairfield Fremont Fresno FuHerton Garden Grove Gardena Hawthorne IndiamWells Inglewood Laguna Woods Lancaster loma Linda Los alamitos las Angeles City Los Angeles County Lynwood Marysvflie Maywood Menb Park Mi~brae Modesto Montciafr Montebello Murrieta Newark Oceanside Oxnard Pasadena Poway Rancho Cucamonga Redwood City Ridgecrest Riverside Rocklin Roseville Sacramento City SacrameMO County San Bernardino San Diego San Francisco San Juan Capistrano San Leandro San Mateo Santa Ana Santa Ctarita Sar~ta fe Springs Santa Maria Solana Beach South Gate Stockton ventura Union City Upland Vista Walnut West Hollywood Whittier Yuba Ciry Yucaipa COLORADO Morrow Aurora Mouttrie Boulder Rome Denver RosevAle Fort Collins Savannah Greenwood VNlage SneUviNe Northglenn Suwanee ThomasvNle DELAWAHE Tifton Dover Elsmere ILLINOIS Newark Beliwood Seaford Calumet City Wilmington Chicago Oak lawn DISTRiCT OF COLUMBIA IOWA Clive FLORIDA Coundl Bluffs Gulf Breeze Davenport Sioux City fiEORGIA Alpharetta MARYLAND Athens-Clarke County Annapolis Atlanta Baltlmore Ctty Brunswick Battlmore County Decatur Bel Air Duluth Bladensburg Fufton CouMy Bowfe 6eorgetown Charlss Counry 6riffin Chevery Gwinnett County Cotlege Park Hapeville Cottage City Lilburn Forest Heights Marietta Frederick experimental intersections on Roosevelt Bou- levard that city officials are expanding the camera program, beginning with more sites on the same road. For a copy of "Reducing red light running through longer yellow signal timing and red light camera enforcement: results of a field investigation" by R.A. Retting et al., write: Publications, Insurance Institute for Highway Safety, 1005 North Glebe Road, Arlington, VA 22201, or email publications@iihs.org. Greenbeft PENNSYLVANIA Howard County P~Ae1phN~- ~* _ - Hyattsville ;- . -~ r *~,,, `"" Laurel ,..a"""`w ta Landover Hi~s Montqomery Counry ~ ~, ; MornG-pside ~"'~ Prince 6eorpes Cou~y HHODE ISLAND Riverdale Park Providence RockviNe SOUTH DAKOTA MASSACNUSETTS SiOUx F811s Town of Saugus TENNESSEE MISSOURI Gapatln Arnold Germantown NorissaM Jadcson Gladstone Kinpsport Sprinpfield KnoxWNe St. Peters Red 8ank NEW MEXICO TD(AS Albuquerque 8alcones Heiqhts CoppeN NEW YORK DaMes New York City Dalworthinqton Gardens Denton NORTH Duncanvilie CAROLINA EI Paso Cary Farmers Branch Knightdale Frisco Raleigh Garland Rocky Mour~ 6rand Prairie Wfimington HarNngen Houston OHIO Longview Cleveland Luflcin Columbus North Richland HiBs Dayton Plano Middletown Richardson Northwood Richland Hilis SprinpfieM Rowlett Sylvania Township Universiry Park Toledo TrOtwood WASHIN6TON Auburn OREtiON Bonney lake Beaverton Lakawood Medford Mosas Lake Newberg SeaTac Portland Searile Status Report, ~ol. 42, No. ], Jan. 27, 2007 AND THE NEXT THING SHE KNEW, A MAILBOX WAS LOOMING STRAIGHT AHEAD New Institute study looks at how and why beginning drivers get into crashes Teenagers with brand new licenses get into far more crashes than older people - more even than older teens. This has been known for years, and new Institute research addresses why crash rates are so high during the first months of licensure. Based on a study of crashes involving 16 year-olds, the researchers found that simply not paying enough attention or tak- ing enough notice of the surroundings is a big reason. Here's what one teen reported: "I guess I wasn't really thinking what I was doing and, um, as 1 was driving I sneezed. And um, like, my eyes closed and everything, and then at the same moment my cellphone went off, and i forgot to put it on vibrate like I usually do, which sur- prised me. I went down to look at it, and when I looked up I was off the road and went to swerve and hit a mailbox." This crash description is part of a study conducted in Connecticut. Researchers in- terviewed 16 year-olds who had been in non- fatal crashes and examined police reports of the crashes, finding that most of them in- volved multiple vehicles. The beginners were at fault in 68 percent of the crashes - 95 percent of those involving a single vehicle. Thirty-nine percent of the beginning driv- ers' crashes involved running off the road. Another 31 percent involved hitting the backs of other vehicles. Major reasons for the at-fault collisions included speeding, skidding and/or losing control, having prob- lems on slippery roads, and especially failing to see another vehicle or a traffic signal. Why didn't the beginners see the other vehicles or signals? Mostly because they didn't look thoroughly. Some were day- dreaming. Others became distracted by things inside and outside their vehicles including radios and CD players, friends by the side of the road, etc. Some teens report- ed opening a window to throw out trash or swiping at a bug while driving. Male drivers were much more likely than females to have been speeding or to have lost control of their vehicles. The males also were more likely to run off the road, while the females got into more rear-end collisions. "Teenagers will be teenagers, and this study points to some of their behavior that leads to crashes," says Anne McCartt, Insti- tute senior vice president for research and an author of the study. "Now that we know the mistakes, we can better address how to reduce them. Driver education hasn't been shown to help, but maybe some of the new electronic technologies in vehicles can monitor behavior like speeding and help beginners learn some important driving les- sons sooner than they otherwise would." For a copy of "Crashes of novice teenage drivers: characteristics and contributing fac- tors" by K.A. Braitman et al., write: Publica- tions, Insurance Institute for Highway Safety, 1005 North Glebe Road, Arlington, VA 22201, or email publicationsQiihs.org. Status Report, ~ol. 42, No. ], Jan. 27, 2007 CONSEQUENCES OF BOOSTING FUEL ECONOMY Vehicles can be more fuel efficient without compromising safety. This is the main con- clusion of a new study by injury epidemiol- ogist Leon S. Robertson. Automakers typically comply with US fuel economy standards two ways, both of which have safety downsides. Making vehi- cles smaller means they use less fuel but generally aren't as crashworthy (the small- est vehicles on the road have the highest death rates). Adding small, light, and fuel- efficient vehicles to offset gas guzzlers raises overall fleet fuel efficiency but con- tributes to incompatibilities in crashes be- tween smaller, lighter vehicles and bigger, heavier SUVs and pickups (see Status Report, Jan. 28, 2006; on the web at iihs.org). A way to improve fuel economy and maintain vehicle crashworthiness is to use lighter materials that reduce vehicle weight but not size. Automakers traditionally haven't gone this route unless there were federal incentives to do so. Robertson studied death rates in 67 car, van, and SUV models (1999-2002s) during 2000-04. First he looked at the effects of both vehicle weight and size on fuel use, finding that weight had a big impact. Heavy vehicles are the least fuel efficient (see Status Report, Feb. 25, 2006; on the web at iihs.org). Then Robertson studied the relationship between weight and death rates, controlling for other safety factors. Larger vehicles, good frontal offset crash test scores, and greater static rollover resistance were related to lower death rates. Weight increases also were as- sociated with lower risk of death. But considering all fatalities (pedestri- ans, motorcyclists, and people in other vehi- cles involved in crashes), Robertson found that weight increases beyond those associ- ated with increased vehicle size raised the total risk. The protective effects of the increased weight for people in a given vehi- cle were offset by the higher risk to other people in crashes with those vehicles. Robertson notes that weights varied within the same vehicle size groups as meas- ured by turn distance. He concludes that reducing the weights of all vehicles in the study group to those of vehicles with the lowest weight per size would reduce fatality rates 28 percent and fuel use 16 percent. "[F]uel economy is not incompatibfe with societal risk if reductions in vehicle ECONOMY AND SAFET weight are accomplished without reducing vehicle size," Robertson says. "More sensi- ble fuel economy regulation that would not be adverse to safety could be achieved by setting a standard for minimum fuel econo- my dependent on vehicle size." The federal government is moving in this direction. Standards issued in March 2006 require automakers to improve the fuel effi- ciency of SUVs, vans, and pickups by the 2011 model year. Fuel economy standards will vary by vehicle size, measured as wheel- base times track width, instead of applying a single fleetwide standard. Downsizing will be discouraged because standards will be more stringent for smaller vehicles. This should have the effect of raising these vehi- cles' fuel economy without compromising their safety. "Robertson's study confirms that the new federal rule for light truck fuel econ- omy is a good approach," says Institute president Adrian Lund. "Indexing these require- ments to vehicle size makes it less likely that auto manufacturers will reduce the weights of their vehicles in ways that degrade occupant protection, and some weight reduction, es- pecially among very heavy vehicles, could improve total safety by lowering the risk to oth- er people on the road." Something else that Robertson's study con- firms is "the impor- tance of choosing a vehicle that has good crash test performance, whatever its size and weight, and a vehicle with good stability and Y Pointing out a prob- resistance to rollover," Lund says. lem with Robertson's research, Lund says it "never addresses why the lower weight vehi- cles in each size group weigh less than others in the same group. In some cases, lower weights are due no doubt to smaller engines, so safety is partly affected by the perform- ance of the vehicles. Weight reductions achieved solely by using materials that weigh less could have smaller benefits, or no net benefits, on societal risk of injuries." "Blood and oil: vehicle characteristics in relation to fatality risk and fuel economy" by L.S. Robertson is in American Journal of Public Health (Nov. 2006). NEW DATA ABOUT FUEL INSU CE~ ~ 1tLl 1005 N. Glebe Rd,, Arlington, VA 22201 Phone 703/247-1500 F~ 247-1588 Internet: www.iihs.org Vol. 42, No. l, January 27, 2007 ON THE INSIDE REO LIGHT CAMERAS in Philadel- phia all but eliminate violations .....p. l CAMERAS in US communities ......p.4 WHY BEGINNERS CRASH and the kinds of crashes they get into ........p.5 VEHICLE SIZE in relation to safety and fuel economy .............................p.6 AIRBAGS: What you might not know (or don't remember) .......................p.7 NEW HLDI PUBLICATIONS .........p.7 Contents may be republished with attribution. This publication is printed on recycled paper. 1 001&988X The Insurance Institute for Highway Safety is a nonprofit scientific and educalional organization dedicated to reducing deaths, injuries, and property damage - irom crashes on the nation's highways. The Institute is wholly supported by auto insurers: 21st Centurylnsurance AAA Mid-Atlanticlnsurance Group Affirmative Insurance AIG Agency Auto AIG Direct Alfalnsurance Nfa-Virginia Mutual Insurance Company Allstate Insurance Group American Family Mutual Insurance American National Property and Casualty Ameriprise Auto & Home Amerisure Insurance Amica Mutual Insuraoce Company Auto Club Group Auto Club South Insurance Company Bituminous Iosurance Companies Bristol West Insurance California State Automobile Association Capitallnsurance Group Chubb Croup of Insurance Companies Concord Group Insurance Companies Cotton States Insurance COUNTRY Insurance & Financial Services Countrywidelnsurance Group Erielasurance Group Esurance Farm Bureau Financial Services Fazm Bureau Mutual Insurance Company of Idaho Farmers Insurance Group of Companies Farmers Mutual of Nebraska Frankenmuth Insurance The GEICO Group General Casualty Insurance Compaoies GMAC Insurance Grangelnsurance Hanoverlnsurance Group The Hartford High Pointlnsurance Group Indiana Farm Bureau Insurance Kentucky Farm Bureaulnsurance Liberty Mutual The Main Street America Group Markel Corporation Mercurylnsurance Group MetLife Auto & Home Michigan Insurance Company Middle0ak Mutual of Enumclaw Insurance Company Nationwidelnsurance N.C. Farm Bureau Mutual Insurance Company Nodak Mutuallnsurance Norfolk & Dedham Group NON-PROFIT ORG. U.S. POSTAGE PAID PERMIT NO. 252 ARLINGTON, UA Occidental Fire & Casualty o[ North Carolina Oklahoma Farm Bureau Mutual Insurance Company Oregon Mutuallnsurance Palisadeslnsurance Pekin Insurance PEMCO Insurance The Progressive Corporation Responselnsurance Rxkingham Group Safecolnsurance Samsung Fire & Marine Insurance Company S.C. Farm Bureau Mutual Insurance Company SECURA Insurance Shelterlnsurance Sompo Japan Insurance Company of America State Auto Insurance Companies State Farm Insurance St. Paul Travelers Tennessee Farmers Mutual Insurance Company Tokio Marine Nichido USAA Virginia Farm Bureau Mutuallosurance West Bend Mutual Insurance Company Zurich North America FUNDING ASSOCIATIONS American Insurance Association National Association of Mutual Insurance Companies Property Casualty Insurers Association of America ~ ~ ~ ~~~ ~~ ~ ~t~ .~~ PRQFESSI~NAL SERVICES AGREEMENT "AGREEMENT" 7NlS AGREEMENT made this 7'~' day of March, 2007 6etween American ~"raffc Solutions, Inc. (herein "ATS"), a corporstian duly registered under the Isws of the State of Kansas with its principal place of business at 14861 North Swttsdale Road, Suite 1U9, Arizona, County of Maricopa, State of Arizona, and the City of Apopka, Florida, herein "Customer", a municlpal corporation of khe State of Fbrida with principal offices at 112 E. 6th Street, Apopka, FL`3ZT~~6. '~Z„'~~3`~ W ITNESSETH: WHEREAS, A7S has the exclusive knowledge, possession and ownership of certain equipment, licenses, and processes, referred to collectively as khe "Axsis'" System" (herein "Axsis ), and WHEREAS, Customer desires to use the Axsis" System to monitor and enforce red iighE violations, and may, in the future desire to monitor and enforce trafTic speed or other trafr'ic movements and tn issue citations far traffic violations. NOW THEREFORE, the parties agree: DEFINITIONS: As used in this Agreement, the follQwing wards and temis shall, unless the oontext otherwise requires, have the respective meanings provided below: "Citation" means a atation issued hy a competent state or municipal law enforcement a~ent or agency or by a court of competent jurisdiction relating to a violation documented ar evidenced by Axsis . "Person" or "persons" means any individual, partnership, joint venture, corporation, trust, unincorporated assaciation, governmental authority or political subdivision thereof or any other Torm of entity. "Camera System" means a photo-traffic monitoring device consisiing of one ('!) resr camera, strobe, and traffic monitoring device capable of accurately detecting a traffic iniraction on up to four lanes cantrafled by a signaf phase and which records such data with one or more images of such vehicle. "Camera System" shall also, where the sense requires, include any endosure or cabinet and related appurtenances in which the AxsisTM is stationed. "Appraach" is defined as one direclion of travei of one or more lane an a road or a traffic intersection up to 4 lanes oontralled by a single signal phase. "Vlalatfon" means failure to obey an applicable traffic law or regulations, including, without limitation, failure to obey a traffic signal, operating a motor vehicle in excess of the posted speed limit, anc! opera6ng a motor vehicle wiihout displaying a valid license plate. "Operatianal Time" means the actual time that a Camera System is monitoring traffic. "VIMS Malysis" is a statistical assessment of violatfons rates at suspected problem intersections and approaches to determine the need for a red light system. 2. ATS AGREES TO PROVIDE: The scope of work identlfled In Exhlblt "A, Section i" 3. CUSTC?MER AGREES TO PROVIDE: The scope of work identified in Exhibit "A, Section 2." 4. TERM AND TERMINATION: a. This cantract shall be ei#ective on the signature date above. b. The term of this Agreement shall 6e for five (5) years aeginning on the date of first issued and payable notice of a vialation (the "Start Date"} and may be a~tomatically be extended for one additional five Confldentlal Infomiatfon Page 1 Photo Enforc~ment Services Agreement (5) year period. However, Customer may terminate this Agresment at ihe expiration of any term by providing written notice of its intent not to extend the Agreement 120 days prior to ihe expiration of the current term. ~, The ContraCtor's services may he terminated: i) By mutual written oonsent af the parties; ii) For cause, by either party where the other party fails in any material way to per€orm its obligations under this Agreement. Termination under this subsedion is subject to the r~ndition that the terminating party notfies the other party of its intent to terminate, stating with reasonable specifiary the grounds therefor, and the other party fails to cure the defauft within forty-five (45) days after receiving notice. iii} For convenience as result of adverse state fegislation, aooording to the terms and oonditions agreed. d. Upon termination of this Agreement, the parties sha~l take the following actions, and shall have the following obtigations, which survive termination during the wind-down period: The Custamer shall cease using the AxsisTM System, shall return or allow ATS to recover alE provided equipment within a reasonable tims not to exceed 60 days, and shell not generate furlher images to be processed. Unlsss directed by the Customer not to do so, ATS shall continue to process all images taken by the Customer before terminatian and provide all services associated with processing in accordance with tt~is Agreement, and shall be entit{ed to ail. Fees speCifled in the Agreement as if the Agreement were still in effect. 5. ASSIGNMENT: Neither party may assign all or any portion of this Agreement without tt~e prior written consent of the other, which consent shall not be unreasona6ly withheld or delayed; provided, hawever, the Customer hereby acknowledges and agrees that the execution (as outlined in 5chedule B), delivery and perFomiance af ATS's rights pursuant to this Agreement shall require a significant investment by ATS, and that, in order to finance such investment, ATS may be required to enter into cer~in agreements or arrangements ("Financing Transactions") with equipment lessots, banks, financial institutions or other similar persons or entities (each, a "Financial Institution" and collectively; "Financial Institulions"y. The Customer hereby agrees fhat ATS shall heve the right to assign, pledge, hypothecate or otherwise transfer ("Transfer") its rights, or any of them, under thls Agreement to any Financial Institution in ~nnection with any Financing ~ransaction between ATS and any such Financial Institution subject to the Customer's p~ior written app~oval, whlch approval shall not be unreasonably withheld or delayed. The Customer further acknowledges and agrees that in the e~ent that ATS pravides written notice to the Customer that it intends to Transfer all or any of AT5's rights pursuant to this Ag~eement, and in the event that the Customer falls to provlde such approval or falls to abJect to such Transfef within forty-five (45) business days after its receipt of such not(ce irom A75, ATS shall be free to effect said Transfer. 6. FEES AND PAYMENT: Customer shall pay for a!I equipment, services and maintenance based on the #ee schedule indicated in Exh ibit A, Schedule 1, ("Fees";. The Customer shall pay all fees due ATS based upan invoices from the proceeding month within 30 days of submission. Late payments are subject to interest calculated at 1.5°~ per month on open 6alances. Each anniversary date oF the term, the unit prices will increase by the CPI, accarding to the average of the U.S. Department of Labor, Consumer Price Indices for the Ciiy and the Metro Phoenix MSA INTERSECTION A13D VIOLATION RATE ANALYSIS; Frior to implementirx,~ the Axsis System, ATS mav conduct an analysis of each Approach being considered for a Camera Sysiem. If ATS deems necessary, ATS will use the AxsisTM' VIMS ~olation Incident Moniloring System) or other tool ar means to complete the analysis over a 4 to 24 hour period. The Customer will be provided a report on violations recorded at each monitored approach, including the time of day and lanes on Confidential Informatian Page 2 Photo Enforcement Services Agreement which the violations occurred. For any Approach recommended by the Customer, ATS may instali a Camera System. However, ATS msy elect nof to ins#ali a Camera System where traffic viokation data does not suppoR installatian of the Axsis Systerrt. $. COMMUNICATION OF INFORMATION: ATS agress that a!I information obtained by AT5 lhrough opera#ion of the Axsis System shall be made available to the Customer at any time cluring ATS's nortnal working hours, excluding trade secrets and other confidenbal or proprietary information not reasonably necessary for the prosecution of citations or the fulfillment of Customers obligatian under this Agreement. 9. CONFIDENTIAL INFORMATION: No information given by ATS to Custorr~er will be of a confidentia[ nature, unless spec~cally designatecE in writing as proprietary and confldenUal by ATS. Provided, however, nothing in this paragraph shall be consirued contrary to the terms and provisions of any "Open Records Act" or similar laws, insofar as they may be applicable. ATS shall no# use any information acquired by this program with resped to any ~iolations or the Custamer's law enforcement activities for any purpose other than the program. 94. OWNERSHIP OF SYSTEM: it is understood by the Customer that the System being installed by ATS is, and shall remain, the sole propeRy of ATS, unless separately procured from ATS through a lease or purchase transaction. The System is being provided to Customer only under the terms and for the term af this Agreement. 11. INSURANC~: ATS shall at all times comply with all federal, state and local laws, ordinanoes and regulations and shall comply with the maintenance procedures and manufacturer recommendations for aperation of the AxsisT'" equipmenE which affect thEs Agreement, and shall indemnify and save harmless the Customer against any claims arising from the violation of any such laws, ordinances and regulalions or any claims arising from the vialations of the maintenance procedures and manufacturer recommendations for operation of the equipment as a result af the negligence of wilffu! misconduct of ATS, its offioers and directors, agents, aitorneys, and employees, but excluding any employees or agents of Customer. ATS shall maintain the following minimum scope and limits af insurance: {a) Commercial General Liability Insurance inGuding coverage for bodily injury, properly damage, premises and operations, productsJcompleted operations, personal and advertising injury, and contractual liabiliry with a oombined single limit of $1,OOD,000 pe~ occurrenCe. SuCh insurance shall inGude the Customer, iis officers, directors, employees, and elected officials as additional insured's fo- liabiliry arising from ATS's operatan. (b} Worlcers Campensation as required by applicable state law, and Employers' l.iabiliry insurance with limits of not less than $SOO,DDD each accident; ATS shall at all times maintain worker's compensation insurance coverage in the amounts reguired by law, but shall not be requireci to provide such coverage for any aatual or statutory emplayee of Customer. (C) Comprehensive Business Automobile Liabilily InsuranCe for 811 owned, non-owned and hired automobiles ancf other vehicles used by ATS with a minimum $1,000,0~0 per accurrence combined single limit 6odily injury and property damage. The Custamer and its officers 2nd employeas, shall he named as additional insured on the oomprehensive general liability policies provided by ATS under this Agreement ATS shall require any subcontractors doing work under this Agreement to provide and maintain the same insurance, which insurance shall also name the Customer and its offiicers, empioyees, and authorized volunteers as additional insureds, Certificates showing ATS is carrying the ahove described insurance, and evidencing the additional insured status specifled above, shall be fumished to the Customer within thirty calendar days after the date on which this Agreement is made. Such certificates shall show that the Customer shall be notified of all cancellatians of such insurarrce policies. ATS shall forthwith obtain substitute insurance in the event of a cancellaiian. Inasmuch as the Customer is a body politic and corporate, the laws from which Custamer derives its prnvers, Confidential Information Page 3 Photo Enforcement Services Agreement insofar as the same law regula#es the objects for which, or manner in which, or the concerns under which, the Customer may enter into this Agreement, shall be controlling and shail be incorporated hy reference into this Agreement, The Customer shall be responsibie fnr vehicle insurance coverage on any vehicles driven by Customer employees. Coverage will include liability and collision damage. 12. INDEMNIFICATION ATS will defend, or at its option settle, at its expense, any suit brought against City to the extent it is based on a claim that the products and services supplied by ATS infringe any valid patent (an "lnfringemsnt Claim"), and ATS will indemniiy Ciiy for those costs and damages finally awarcled against City far an lnfringement Claim. ATS's duties to defend and indemni(y are conditioned upon~ Custom~ promptly notifying ATS in writing of the Infringement Clalm and giving ATS all information known to City relating thereto; City's giving ATS sole control of the defense and/or settlement; and City's providing to ATS caoperation and, if requested by ATS, reasonable assistance in the defense of the Infingement Claim. If all or any psrt of ihe ATS p-oduct is, or in the opinion of ATS may become, the subject of any Infringement Claim, or in the event of any adjudication that the Al"5 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 City the right to use the ATS product or the affected part thereofi (2} replace the ATS product or affected part; or (3) modify the ATS product or affected part to make it norrinfringing. If none of the foregoing remedies are oommercially feasible to ATS, City agrees to disconfinue use of the ATS product. ATS shall have no obligalion to the extent an Infringement Claim is based upon: (A} use aF any version af the ATS product other than a current, unaltered version, if iniringement would have been avoided by a current, unaltered version; ar (B) combinstion, operation or 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 the ATS product with such software and/or hardware. The above states the entire liabiliiy of ATS, and Ci1y's exclusive remedy, with resped to any infringement or alleged infrirtgement by the ATS products or any part thereof. 13. STATE LAW TO APPLY: This Agreement shall be construed under and in acoordance with the laws of the State of Florida. 14. DISPUTE RESOLl1TlON: Aq disputes arising out of or in connection with ttte Agresment shall be attempted to he settled through good- falth negotiation belween senior management of both parties, followed if necessary within thirty (30) days by professianally-assisted mediation. Any mediator so deslgnated must be accepta6le to each party. The mediation wiN be canducted as specified by the mediator and agreed upon by the parties. The parties agree ta discuss their dlfferences in good faith and to aitempt, with the assistance of the mediator, to reach an amicable resol~tion of the dispute. The mediation will be treated as a settlement discussion and therefore will be cflnfidential. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or lranscript shall be made of the mediation proceedings. Each parly will bear its own costs in the mediation. The fees and expenses of the mediatorwill be shared equally by the parties. (a) Faiking resalution through negotiation or mediation, any remaining dispute shell be submitted to Confidential Information Page 4 Photo Enforcement Services Agreement binding arbitratfon (n acoordance with the Arbitration Rules for Professianal Accounting and Related Services Disputes of the American Arbitra~ion Association ("AAA Rules") 6efore a single arbitrator. The place of arbitration will be mutually agreed upon within 14 days of a decision to seek arbitration. Limited dlscovery will be permitted in connectlan wlth the arbltratlon upon agreement of the partles or upOn a showing of substantial need by the party seeking discovery. The arbih'ator's decision shall follow the plain and natural meaning of ihe relevant documents, and shall he final and binding. The ar6itratar will have no power to award (i) damages Inconsistent with the Agreement or (II} punitlve damages or any other damages not measured by the prevailing party's actual damages, and the parties expressly weive their right to obtain such damages in atbitratbn or in any olher forum. All aspects of the arbitration wili be confidential. Neikher the parties nor tMe art~itrator may disdose the exislence, content or results of the arbitration, except as necessary to comply with legal or ragulatory requirements. Each party will promptly pay its share of all arbitration fees and costs, provided that such fees and costs shall be re~verable by the prevailing party as determined by the arbitrator. !f a party fails ta pay such share promptly upon demand, the arbitrator shall, upon written request by the other party, enter e final and binding decision against lhe nonpaying party ior the full amount of such share, together with an award of attorney's fees and costs incurred by the other party in o6haining such decisian, which decision may be entered in arry caurk of competent jurisdiction. Except for the failure of a party to pay arbitration fees and costs that requires resort to lhe arbitrator to order suct~ payment, the parties wil! bear their own attorneys' fees in any matter or dispute under this Agreement 15. CHANGE ORDERS OR ADDITIONAL SERVICES: Changes to services or scope and additional systems and senrices may be added to this agreement by mutual consent of the parties in writing as an addendum to this Agreement. Customer and ATS agree that should legislatian ar local ordinance be enacted to enable speed enforcemeniwithin the City limits, the Customer shall have the option ta negotiate services and fees and issue a change order to cover such services. All other terms and conditians shall remain the same. 16. LEGAL CONSTRUCTION: In case any one or more of the provisions contained in this Agreement shall #or any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegaliry, ar unenforceabillry shall not affect any other provision ther~eof and this Agreement shail be construed as of such invalid, illegal, or unenforceable provision had not been contained herein. 17. PRfOR AGREEMENT &USPENDED: This Agreement oonstitutes the sole and oniy agreement of the parties and supersedes any prlor understanding, written or oral, belween ihe paRies respecting the written subject matter. 1 S. AMENDMENT; No emendments, modiftcations, or alterations of the terms hereof shall be binding unless he same be in writing, dated subsequent io the dale of this Agreement and duly executed hy the parties. 19. NO AGENCY: ATS is an independent contractor providing services to the Customer and the emplayees, agents and senrants of ATS shall in no event be considered to be the employees, agents, or servants of the Customer. This contrad is nat intended to create an agency relationship between ATS and the Customer. 20. FORCE MAJEURE: Neither party will be liable to the oihe~ o~ 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, sign~cant fires, fbods, aarthquakes, epidemics, quarantine restricGons, strikes, freight embargoes, unusually severe weather, or governmental authorities approval delays which are not caused by any a~ or omission by ATS. The parry whase performance is affected agrees to noti~jr the other prompfly of the existence and nature of any delay. 21. TAXES: In the event that any excise, safes or other taxes are due relating ta this service contract, the Customer will be ConfidenGal Iniormation Page 5 Photo Enforcement Services Agreement responsible for the payment af such taxes. 22. NOT{CES: Any notices or dem8nd which under the terms of thia Agreement or under any statute must or may be given or made by ATS or Customer shall be in writing and shall be given ar made by persanal service, telegram, first class mail, FedEx, or by certified or registered mail to the partles at the fo{lowing address: City of Apo~aka 112 East 6 Streel Apopka, FL 32776 Attn: Chief of Police Amencan Traffic Solutions, Inc. 14861 N. Scottsdale Rd, Suite 109 Scottsdale, AZ 65254 Attn: Chief Operating Officer IN WITNESS WHEREOF, the parties have executed this Agreement as of the date on Page 1. AMERICAN TRAFFIC I S, INC, Adam uto , x utive ~ce President Ciry Manager ATTEST: ecorder Confidential Information Page 6 Photo Enforcement Services Agreement Exhibit A ATS SCOPE OF WORK 1 AMEFttCAN TRAFFIC SOLUTIONS {ATS) SCOPE OF WORK 1.2 ATS IMPIEMENTATION 1.2.'!3 ATS agrees to provide a turnkey solution for Camera Systems to the Customer wherein all reasonably necessary elements required to implement and operate the solution are the responsibility o~ ATS, except for those items identified in Section 2 titled °Customer Scope of Work". ATS and the Customer understand and agree that new or pre~iously unforeseen requirements may, from time to time, be identi~ed and that the parties shall negotiate in good faith to assign to the prope~ party the responsibility and cost for 5uch items. In general, if work is to ~e performed by the Customer, unless othervvise specified, the Custortter shall noi charge AFS for the cost. All other in-soope work, external to the Customer, is the responsibility of ATS. 1.2.14 ATS agrees to make every effort to adhere to the Project ~ime Line outlined in Schedule 4. 1.2.15 ATS wilt assist the Customer with video evaluation of Candidate sites using the Axsis VIMS system. 1,2.16 ATS will instalf Camera Systems et a number of intersection or grade crassing approaches to be agreed upon between ATS and the Custamer after campletion af site analyses to be entered into Schedule 5. En addition to the initial locations, the parlies may agree irom time to time, by additional Work arder(s), to ac~d to the quantities and locations where Camera Systems are instelled and maintained. 1.2.17 ATS wil! operate each Camera System on a 24-haur basis, bamng downtime for meintenance and normal servicing activities. 1.2.18 ATS' in-house marketing department will assist the Customer with public information and outreach campaign strategies. In addition, depending upon ths agreed-upon strategy, ATS may pay far agreed upon extra scope expenditures for public relations consuEtants, advertising, or media relations provided that such extra scope expenditures wili be reimbursed ta ATS from colleCted revenues. 1.2.19 ATS agrees to provide a secure web site (www.violationlnfo.com) accessible to citation recipients (defendants} by means of a Natice # and a PIN, which will allow violation image and vidso viewing. 1.2.20 The Customer and ATS will complete the Project Business Process Work Flow design within 30 calandar days of contract signature; the parties to this agreement will use the drafts included on Schedules 2 artd 3 as the basis for the final warkflow design. 1.2.21 ATS normally shell provide technician site visits to each Camera System once per month to perfarm preventive maintenance checks consisting of camera endosure lens cleaning; camera, strobe and controller enclosure cleaning; inspection Qf exposed wires; and general system inspection and maintenance. 1.2.22 ATS shall repair a non-functional Camera System within 72 business hours of determination 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 internet connections or infrastructure are excluded from this service level. Confidential Information Page 7 Photo EnforcemenE Services Agreament 1_2.24 For any city using ATS lockbax or epayment services, ATS will establish a demand deposit accounl bearing the title, "American Traific Sokutions, Inc, as agent for Customer" at U.S. Bank. All funds collected on behalf of the Customer will be deposited in this account and transferred by wire the first 6usiness day of each week to the Customer's primary deposit bank. The Customer will identify the account to receive funds wired from U.S. Bank. Customer shall sign a W-9 and blocked acoount agreement, to be completed by the Customer, to ensure the Customer's financial interest in said U.S. 8ank account is preserved. 1.3 ATS OPERATIONS 1.3.13 ATS shall provide the Customer with an optional one-time warning period up to 30 days in length at the outset of the program: 1,3.14 As the party responslble for initial contact with the red light violator, ATS shal! pro~ide the Customer with an automsted web-based cilation processing system (AxsisTM' VPS} induding image processing, 1" notice color printing and mailing of at Citation or Notice of Violation per chargeable e~er~t. Each citation shall be delivered by First Class mail to the registered owner within the statutory period. Mailings to owners responding to first notices identifying drivers in affidavits of non-liabifity or by renta! car companies are also inGuded accarding to each pricing option. 1.3.15 Subsequent notices (such as second or pre-collection letters) mgy be delivered by First Class or other maiE means for additional compensation to ATS as agreed by the parties in Schedule 1. 1.3.16 AT5 shall apply an electronic signature to the citation when authorized to do so by an approving law enfarcement officer, 1.3.17 ATS shall obtain in-state vehicle registratinn information necessary to issue citations assuming that it is named as the Custamer's agent and the State provides the registration data at no cost. 1.3.18 ATS shslf seek records from out-of-state vehicle regishation databases and apply records found to Axsis to issue citations for the Customer according to each pricing optian. 1.3.19 If Customer is unable to or does not desire to integrate ATS data to its court system, ATS shall provide an on-line court pracessing module, which will enable the court review cases, related images, ooRespondence and other related information required to adjudicate the disputed citation. 7he system will also enable the Court staff to accept and account for paymenis. Any costs to integrate ATS system to a oourt computer system shall be borne by the Customer. A1"S may agree to cover these up front costs and recover the costs from collected revenue. 1.3.20 The AxsisTM' VPS system, which provi~es the Customer with ability to run and print standard system reports. 1.3.21 If required ~y the court or prosecutor, ATS shall provide the Customer with, or train a local expert witness a61e to testffy in Court on matters relating to the accuracy, technical operations, and effectiveness of the Axsis'"° System until judicial notice is taken. 1.3.22 ln those instances where damage Eo a Camera System or sensors is caused by negligence on the part af the Customer ar its authorized agent(s), ATS will provide an estimate of the cost of repair. Upon authorization to proceed with the repairs or replacement, ATS shall replace or repair any damaged equipment and invoice for ihe pre-approved repair cost. ATS shall bear the cost to replace or repair equipment damaged in all other circumstances. Confidential Information Page 8 Photo Enforcement Services Agreement 1.3.23 ATS shall provide a help line to help the Customer resolve any problems enoountered regarding its Red Light Camera System and/or citation processing. The help line shall function during normal business hours. 2 CUSTOMER SCOPE OF WORK 2.2 GENERAL IMPLEMENTATION REQUIREMENTS 2.2.13 Within 7 business days of contract execution, tf~e Customer shall provide ATS with the name and oontact informatlon for a project manager with authority to caordinate Customer responsibilities under the Agreement. 2,2.14 Within 7 business days of contract execution, the Customer shall provide ATS with the nams and coniact information for a Municipal Court manager responsible for oversight of ail Court-related pragram requirements 2.2.15 The Customer shall maks 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, p~o~ide ve~ifiCation to the State DepartmenE of Motor Vehicles, Nationak Law enforoement Telecommunicatians System, or appropriate authority indicating that AT5 is acting as an Agent of the Customer for the purposes of accessing vehicfe ownership cfata pursuant to the list of permissible uses delineated in the Drivers Privacy Protection Act 18 U.S.C. § 2721, Section (b) (1) and as may otherwise be provided or required by any provision of applicable state law. 2.2.1T The Customer and ATS shall oompfete the Project Business Process Work Flow design within 30 calendar days of contract signature, using the drafts i~cluded on Schedu{es 2 and 3 as the basis for the final wo-kflow design. 2.3 STREETS AND TRAFFIC DEPARTMENT OPERAl'IONS 2.3.13 Customer shall execute a right of way agreement or amendment to allow installation of red light cameras on state roads wlth Texas Department of Transpartation within 30 days of contract execution. 2.3.14 If the Customer chooses ta move a Camera 5ystem to a new approach after Initial installation, it shali pay Ehe costs to relocate the System. 2.3.15 Customer will design, fabricate, insiall and maintain red light camera warning signs. If Gustomer cannot provide such signage, ATS will do so and charge the costs to the Client. 2.3.16 7he Customer shall provide access to traffic signal phase connections according to approved design. ~ 2.3.17 Custom~ shall allow ATS to access power from exisling power sources at no cost and shall allow or facilitate ~CCess 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 o# any addilional canduit or power infrastructure needed io support installatian of the Camera shall funded by ATS and ATS and shall recover such added costs out of collected revenue in addition to its normel fees. 2.3.18 The Customer shall not require ATS to pro~ide installation drawings stamped by a Ilcensed civil engineer. However, ATS work product and drawings shall be overseen and approved by and ATS PE and such deliverable shall conform to applicable engineering norms and reflect the details of installation work to be completed. Confidential Info~mation ~a9e 9 Photo Enforcement Senrices Agreement 2.3.19 The Customer shall approve o~ reject AT5 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 approval duration shall not exceed 10 6usiness days. 2.3.20 The Customer shall not charge ATS or its subcontractor for building, canstructions, street use and/or pole attachment permits. 2_4 POLICE DEPARTMENT ~PERATI~NS 2.4,13 The Police DepaRment shall process each potential violation in accordance with State Laws andlar City Ordinances within 3 business days of its appearance in the Police Review Queue, using Axsis'"' to determine which violations will be issued as Citations or Notices of Violation. 2.4.14 Polica Department workstation computer monitors for citation ~eview and approval should provide a resolution af 1280 x 1024. 2.4.15 For optimal data throughput, Police Department workstations should be connected to a high-speed intemet connection with bandwidth of T-1 or greater. 2,4.16 Police Department shall provide signatures of alt authorized police users who will ~eview events and approve citations on forms provided by ATS. 2.5 COllRT QPERATIONS 2.5.13 if Customer does not provide check payment processing, Customer use ATS payment pracessing services. 7he fees for lockbox and epayment services are presented on Schedule 1. 2.5.14 Court shall provide a judge or hearing officer and court facilities to schedule and hear disputed citations. 2.5.15 Court shall provide the specific text required to be placed on the Citation notice io be issued by ATS within 30 calendar days of contract signature. 2.5.'t8 The Court sha11 approve the Citation farm within 15 days receipt from ATS. 2.5.17 Municipal CouR shall handle inbound and outbound phone calls and correspondence from defendants who have questions ahout disputes, and other issues relating to citation adjudicat9on. Court may refer citizens with questions regarding ATS or Axsls technology and processes to websites and/or toll-iree telephone numbers provided by ATS for that purpose_ 2.5.18 Within 10 days after expiration of a second notice, Municipal court shall pursue delinquent collectlons of unpaid notices with an existing contractor or ATS. 2.5.19 Any potential one time, direct costs io A7S (including ATS' costs) ta develop an intertace between the Cou~t system will be initiaEly pald by ATS wlfl be reimbursed to ATS from collected revenues from the program once available. 2,6 INFORMATION TECHNOLOGY DEPARTMENT OPERAT{ONS 2.6.13 In the event that remote access to the ATS Axsis VPS System is blocked by Customer network security infrastructure, the Custamer's Departrrrent of Information Technology shall coordinate wiih ATS to facilitate appropriete communications while maintaining required security measures. 2.6.14 If Customer-owned telecommunicalions lines or WiFi neiworks are present at or near the site, and if feasible to share such existing bandwidth, ATS shall be aAowed to use Confidential InFormation Page 10 Photo Enforcement 5ervices Agreement sucf~ i~fraslructure for data transmission. ATS shall work with the Ciry's 1T department to ensure City security protocals are maintained. Confidential lnformation Page 11 Photo Enforcement Services Agreement Schedule 1 Service Fee Schedule Fee per paid citation $40.00 Delinguency collections fees: 30°/a of recovered revenue Confidential Information ~a9E 1z Photo Enforcement Services Agreement Schedule 2 and 3 Workflow Dfagrams [to be acfded after consultation wikh Police and Court] Confiden6al Information Page 13 Pho1o Enforcement Services Agreemeni Schedule 4 Project Timeline To k~e developed upon consultation with poltce and court. Confidential Infortnation Page 14 Photo Enforcement Services Agreement Schedule S Initial Camera Locations To be developed upon cansultation with police and traffic ongineering and after video and engineering analysis by ATS. Confidenfial Information Page 15 photo Enforcement Services Agreement