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AG 08-048�TURt�r To: L�-1 i1�� �'I I,P,VI ExT: ?C �-�C� ( CITY OF �EDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: '�D 2. ORIGINATING STAFF PERSON: L"fi - J� rn�.K�IS�Yi EXT: i�I � J 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT � HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. sorm�LnTEVnocuMErrTS� ❑ ORDINANCE n ❑ RESOLUTION 1� CONTRACT AMENDMENT (AG#):��?5 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: I V i/�'� b. NAME OF CONTR.ACTOR: ADDRESS: E-MAIL: SIGNATURE NAME: e+�CaV�J �i�u.� G �tu-1-��ns_ _ C FAX: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ sCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN � REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: l,.Q I�� I �!3 COMPLETION DATE: � ZI 3 � I� �� 9. TOTAL COMPENSATION $ (nvCLUDE ExPENSES AND S.v.ES Tax, g' a,r1Y) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ��s ❑ tvo IF �s, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CTfY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENTlCONTRACT REVIEW ❑ PROJECT MANAGER O DIRECTOR ❑ RISK MANAGEMENT (iF �rLicaBr.E) ❑ LAW 11. COUNCILAPPROVAL (IF APPLIC�LE) INITIAL / DATE REVIEWED INITIAL / DATE APPROVED J V 113 COMMITTEE APPROVAL DATE: � I �,,! COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ' 2 0 SENT TO VENDOR/CONTRACTOR DATE SENT: � I��� 3 DATE REC'D: � � J � 3 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS �LAW DEPARTMENT SIGNATORY MAYOR OR DIRECTOR� �( CITY CLERK ,� ASSIGNED AG# ,� SIGNED COPY RETURNED INITIAL / DATE SIGNED I 5�2z�<3 2 2 • 1� a�# -- 4 DATE SENT: • ZZ ' 11/9 CITY OF CITY HALL ` Fe d e ra I Wa 33325 8th Avenue South Federal Way, WA 98003-6325 �.,►'' (253) 835-7000 www. crtyoffederaM�ay com FOURTH CHANGE ORDER TO PROFESSIONAL SERVICES AGREEMENT FOR TRAFFIC SAFETY This Fourth Change Order ("Change Order") is made between the City of Federal Way, a Washington municipal corporation ("City"), and American Traffic Solutions, Inc., an Arizona corporation ("Consultant"). T'he City and Consultant (together "Parties"), for valuable consideration and by mutual consent of the parties, agree to amend the original Professional Services Ageement ("Agreement") dated effective August 15, 2008, as amended by the first, second and third change orders, as follows: 1. AMENDED TERM. The term of the Ageement, as referenced by Section 3 of the Agreement and any prior change orders thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2014 ("Amended Term"). 2. AMENDED SERVICES. The Services or Work, as described in Exhibit A and as referenced by Section 1 of the Agreement, shall ba amended to include, in addition to work and terms required under the original Agreement and any prior change orders thereto, those additional services described in Exhibit A-1 attached hereto and incorporated by this reference ("Additional Services"). 3. AMENDED FEE SCHEDULE. The Service Fee Schedule as described in Schedule 1 and as referenced by Exhibit A of the Agreement, shall be amended to incorporate the fee schedule as outlined in Schedule 1-1 attached hereto and incorporated by this reference ("Amended Fee Schedule"). 4. AMENDED NOTICE PROVISIONS. The City's Authorized City Representa.tive as referenced on page 1 of the Agreement shall be amended to "Mayor Skip Priest or Designee." The City's project manager as referenced in Section 1.3 of the Agreement shall be amended to "Traffic Lieutenant." The City's contact person for requests for payment as referenced in Section 4.2 of the Agreement shall be amended to "Traffic Lieutenant." Section 26.1 regarding notices to Federal Way shall be amended as follows: Notices to the CiTy of Federal Way shall be sent to the following address: Mayor's Office City of Federal Way 33325 8�' Ave S Federal Way, WA 98003 5. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Change Order, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior change orders thereto, after the previous expiration date and prior to the effective date of this Change Order, is hereby ratified as having been performed under the Agreement, as modified by any prior change orders, as it existed prior to this Change Order. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Change Order, which is binding on the parties of this contract. FOURTH CHANGE ORDER - 1- 1/2010 CITY OF '�._.. Fe d e ra I Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www ciryoffederalway com IN WIT'NESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY l, By: ` Skip Priest, ayor DATE: �' 2, Z ' ZQ (��j AMERICAN TRAFFIC SOLUTIONS, INC. By: � ��,1,� �6� Printed Name: IV �' I lG% �C•� �° ��� Title: COd DATE: -5�7I �� STATE OF � �2 � n-� ) ) ss. COUNTY OF �� � A ATTEST: McNeilly, ,�MC ,3. m�c�ic�er� 136 N-� On this day personally appeared before me � M� A,� to me known to be the ��(� of American Traffic Soluti� Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GNEN my hand and official seal this � day of �'-� , 2013. Notary's signature ��1 �d�- � G`� Notary's printed name W Gt- ✓ Notary Public in and for the State of Washington. � ��p My commission expires I�(OJ 2`'� � 20/ip NoWp Publk - Arizona ,` 4` ,;, _ M�op� CouMy Mv Comm. Expires Nov 29. 2016 � _ _ ��;, _ •sx,��. FOURTH CHANGE ORDER -2- 1/2010 CITY OF �,.., Federal CITY HALL ��� 33325 8th Avenue South Federai Way, WA 98003-6325 (253) 835-7000 www. ciryoffederalway mm EXHIBIT A-1 ADDITIONAL SERVICES The Consultant shall do or provide the following in addition to services as outlined in the Agreement and in any previous Change Orders: PUBLIC AWARENESS SAFETY PROGRAM In an effort to further improve traffic and school zone safety through driver education and awareness, the Consultant agrees to work with the City to produce a public awareness campaign that will emphasize and enhance safety awareness issues, emphasize traffic laws at critical safety locations, increase awareness of locations utilizing red light photo cameras and school zone cameras, highlight the safety improvements and changes in driver behavior that have occurred to date with the Traffic Safety Photo Enforcement program, and increase awareness of work being done to further reduce violations, including the new school zone program enhancements. The public awareness safety campaign will contain the following elements: Enhanced Web presence on city website with specific branded URL and logo to be approved by the City. Possible pages include the following: a. About Traffic safety camera program b. FAQ c. Location of cameras and school zone cameras d. Safety results e. Video (10-20 close calls examples from non-Washington jurisdictions only unless state law is changed , How the system works, PSA videos on traffic safety and school zones) f. Links to paymendviolation page 2. Design and content for a school zone safety flyer to be mailed, or otherwise made available, by the City in the fall and posted to website 3. Email/Social media outreach for fall back-to-school message and spring traffic safety message 4. PSA Video (focused on school zone safety) a. Filmed & produced by professional b. Distribute as PSA c. Post to FWTV, YouTube, Social media PSA Video (focused on intersection safety) a. Filmed & produced by professional b. Distribute as PSA c. Post to FWTV, YouTube, Social media 6. Design and content for a Spring flyer to be mailed, or otherwise made available, by the City with detailed results of program (reduced crashes, violation trends, etc, upgrades made to system) FOURTH CHANGE ORDER - 3- 1/2010 CITY OF CITY HALL .,.,�, Federal Way 253 g����ue South Federal Way. WA 98003-6325 { ) www. atyoflederahvay com SCHEDULE 1-1 AMENDED SERVICE FEE SCHEDULE Monthly Service Fee per Intersection Approach Red Light Camera (RLC) Cost Element Monthly fee Red Light Camera Enforcement Solution $4,750 Axsis RLC-300 Red Light Camera System, Axsis LNE 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 far Police Review, 1 St notice printing in color, postage and mailing, lockbox and E-payment payment processing services, electronic notice file transmission to court system or use of ATS court system module, evidence packages for scheduled hearings. Speed Programs Fixed Site Speed Camera for School Zone Enforcement $4,750 Fee includes a 4-lane site and up to 1,200 issued citations per month per camera $5.00 per citation over 1,200 per month per camera to cover overage service & mailing Optional Services Mobile Speed Camera for School Zone Enforcement (city staffed) $7,500 Fee includes up to 800 issued citations per month per camera Handling court payment, processing and accounting through lock box service with US Bank $1.50 per paid violation Axsis E-payment Portal for Web-based payments — online access convenience fee charged to Charged to User user. SecurID Two-Factor Security Option Implementation Fee $2,000 User fee per user per month includes software licensing, support and SecurID $20 Replacement SecurID Fob $200 FOURTH CHANGE ORDER - 4- 1/2010 � American ` Traffic Solutions�' _..,,��.� �--------- May 8, 2013 V/A FEDERAL EXPRESS Mr. Lieutenant James Nelson Federal Way Police Department 33325 8th Ave. S. Federal Way, WA 98003 RE: Fourth Change Order to Professional Services Agreement for Tra�c Safety Dear Mr. Nelson, Please find enclosed two partially executed originals of the above referenced Agreement. Please have both copies executed and attested. Kindly forward one original back to our office to my attention. The other original is for your records. I have enclosed a Federal Express return envelope for your convenience. If there are any questions, please do not hesitate to contact me at 480-596-4606 or JiII.Thomas@atsol.com Sincerely, American Traffic Solutions, Inc. � J I�.�M/1Cv�.i Jill Thomas Executive Assistant Legal Department Enclosures 1330 W. Southern Ave. • Tempe, Arizona 85282 • TEL: 480.443.7000 www.atsol.com • www.RoadSafetyCameras.com • www.platepass.com • www.atscrossingguard.com DATE 1N: I DATE OUT: � TO: CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP ORIGINATING DEPTJDIV: FEVEUa�. WAy PoLicL Dr;Y.�.u�rM�N�r ORIGINATiNG STAFF PERSON EXT 3. DATE REQ. BY: 4. TY� E OF DOCUMENT REQUESTED (CHECK ONE) P F S T ❑ MAINTENANCE/LABORAGREEMENT ❑ PUBLIC WORKS CONTRACT ❑ SMALL PUBLIC WORKS CONTRACT (L.LSS'IHAN $200,000) ❑ PURCHASE AGREEMENT� (IVIATERIALS, SUPPLIES, EQUIYM�NT) C' REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT �E.C,. AGREEMENT 3r PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) ❑ CONTRACTOR SELECTION DOCUMENT (B. G-, RFB, RFP, RF� � CONTRACT AMENDMENT CDBG ❑ OTHER . . r1r' � . � 5. PROJECT NAME• raffic SafetY Camera Svste American Traffic Sol utions 6. NAME OF CONTRACTOR. ADDRESS: TELEPHONE SIGNATURE NAME: TITLE 7. ATTACH ALL EXHIBITS AND CHECK BOXES ❑ SCOPE OF SE,RVICES ❑ ALLEXHIBITS RE�ERF,NCF,ll IN DOCUMEN'I' � T?�`Si�R.4�1CP.CF.RTIFTCATF. L DOCi'MF.NTAiTTHORIZINGSIG?�ATl�I2E 8. TERM: COMMENCENIENT DATE: AUCVS7' 2, 2010 COMPLETION DATE: JuN�:16, 2013 9. TOTAL COMPENSATION: _(INCLUDE EXPENSES � SALES T.4X, Ir ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATT.ACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLEEXPENSE: ❑YES �NOIFYES,MAXIMUMDOLLARAMOUNT: $ IS SALES TAX OWED 10. CC�NTRAC'f RF,VIEW ❑ YES ❑ NO IF YES, � C PROJECT MANAGER C DIRECTOR � RISK MANAGEMENT ❑ LAW 11. CONTRACT SIGNATURE ROUTING G LAW DEPARTMENT �'i CITY MANAGER (�CITY CLERK I�SIGN COPY BACK TO ORGINATING DEPT �C'ASSIGNEDAG# (}�-rj�-`$(' I� PURCHASING: PLEASE CHA.RGE TO: INITIAL/DATE APPROVED INI IAL/DATE APPROVED � . . �-. �/� h�4 �Y1 '�� l i • l� ���-l\•la PAID BY: ❑ CONTRACTOR � CITY INITIAL/DATE APPRO VED INITIAL/DATE APPROVED COMMENTS: 1 never received a copv of the ori�inal Ronting Sliq, I do not know if one was tvped up or not. 10/09/02 .w THIRD CHANGE ORDER . TO PROFESSIONAL SERVICES AGREEMENT FOR TRAFFIC SAFETY CAMERA SYSTEM This Thir•d Change Order ("Change Order") is dated effective this � n� day of �, 20L� and is entered into by and between the City of Federal Way, a Washington municipal corporation ("City"), and American Traffic Solutions, INC, ("Consultant"). A. The City and Consultant entered into a Professional Services Agreement dated effective March 28th, 2008 whereby Consultant agreed to provide red light photo enforcement services ("Agreement"), as amended by the First Change Order on October 21 2008, and Second Change Order July 20, 2009. B. Section 24 and Section 1 of the Agreement provide that the Agreement may only be amended by written change order. C. The City and the Consultant desire to amend the Agreement to e�end the term of the agreement. NOW, THEREFORE, the parties agree to the following terms and conditions: Term of Contract Section 3 of the Agreement shall be amended to extend the term of the contract until June 16"', 2013. The City, at its sole discretion, may extend the term of the contract for two additional three (3) year terms upon approval by the City Manager/Police Chief or person designated by City Manager/Police Chief. 2. Ratification Any act done by either party consistent with the authority of the Agreement after the previous expiration date and prior to the effective date of this amendment, is hereby ratified as having been performed under the Agreement as it existed prior to this amendment. 3 Amendment to Professional Services Agreement .. Full Force and Effect. All other terms and conditions of the Agreement not modified by this Amendment shall rema.in in full force and effect. DATED the effective date set forth above. ATTEST: City Clerk, Carol Mcl Jeilly, C� CITY OF FEDERAL WAY By: � Brian J. W so City Manager olice Chief 33325 8 Ave S PO BOX 9718 Federal Way, WA 98063-9718 APPROVED AS TO FORM: � City Atto y, Patricia A. Richardson AMERICAN TRAFFIC LUTIONS, INC By: (Signature) � �.�'Yl. E. v �"alrl (Name) Its: � C�O (Title) `�7t�81 � C�rr�2d Sc..ot�5c���.. �1�. a5zc�a (Address) �-80 SQc� �� o � (Phone) 3n Amendment to Professional Services Agreement - 2 - COUNCIL MEETING DATE: July 20` 2010 CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL ITEM #:� Sus.rEC'r: Renewal & Extension of Red-Light Photo Enforcement Professional Services Agreement. POLICY QUESTTON: SHOULD TI� CiTY RENEW THE EXISTING PROFESSIONAL SERVICES AGREEMENT WTI'H `AMERICAN TRAFFIC SOLUI'IONS, FOR TRAFFIC SAFETY CAIvIERA SYSTEMS? CoMMITTEE: Parks Recreation, Human Services and Public Safety Council Comrriittee - (PRHS&PS) CATEGORY: � Consent ❑ Ordinance ❑ City Cou n c il B ❑ Re STAFF REPORT BY: CHRIS NORMAN, COMNIANDER Attachments: 1. PRHS&PS Staff Memo 2. ATS Extension Agreement MEETING DATE July 13`", 2010 ❑ Public Hearing ❑ Other DEPT: Police Department Options Considered: 1. Renew our existing Professional Services Agreement, with `American Traffic Solutions', for Traffic Safety Camera Systems, for three additional years, until June 16` 2013. 2. Renew our existing Professional Services Agreement, with `American Traffic Solutions', for Traffic Safety Camera Systems, for one additional year, until June 16` 2011. STAFF RECOMNIENDATION: Option #1 CITY MANAGER APPROVAL: _d ��/ ����'��` DIRECTOR APPROVAL: �R�i,� Conunittee Council Comm ee PROPOSED CoUNCIL MoTION: "I move that the Ciry renew the existing Professional Services Agreement with 'Arnerican Traffic Solutions', for three additional yeurs and authorize the Ciry Manager/Police Chief Brian Wilson to sign such Ag�°eeme�zt. " (BELOW TO BE CONIPLETED BY CITY CLERIfS OFFICE) COI'NCIL ACTION: � APPRO VED COUIVCIL BILL # ❑ DENIF,D 1 ❑ TABLED/DEFI'sRRED/NO ACTION Enactnient reading � ❑ MOVED T'O STCOND READING (or�diraances only) ORDINANCE # RF,VISF,D — 02/06/2006 � RESOLUTION # . COMMITTEE RECOMMENDATION: PRPS recommends Option _ CITY OF FEDERAL WAY CITY COUNCIL COMMITTEE STAFF REPORT DATE: July 13, 2010 T0: Parks, Recreation, Human Services and Public Safety Council Committee VIA: Brian J. Wilson, City Manager/Police Chief FR4M: Andy Hwang, Assistant Chief of Police SUBJECT: Professional Services Contract Renewal — American Traffic Solutions Background Summarv Traffic safety is a high priority for the Police Department and through Red Light Photo Enforcement, (RLPE); municipalities can use available technology to focus on citizen compliance with traffic control devices at intersections. With the addition of School Zone Enforcement in January 2010 our ability to improve traffic safety in multiple locations around the city has been further enhanced. ln May, 2010, Traffic Lieutenant Mark Bensen conducted a thorough perfoimance review of each camera that shows our existing program is working well. We are confident that the contract with ATS is appropriate and we believe the fees are reasonable. The reported revenues and fees are being closely tracked by our Finance Department. Our current program continues to be 100 percent violator funded. Recommendations: The Professional Services Contract with ATS has provided data which indicates that our RLPE program is achieving the desired voluntary compliance results we anticipated. The City may renew and extend the term of this contract consistent with other Professional Service Agreements entered into by the City. Such renewal requires the approval of the Federal Way City Council. We recommend extending the term of the existing contract with American Traffic Solutions to June 16, 2013. The City, at its sole discretion, may extend the term of this contract for one additional three (3) year term upon approval by the City Manager. Photo enforcement technology does not replace traditional methods of traffic enforcement. Rather, it serves as a supplement to traditional traffic enforcement techniques, in addition to educational and engineering efforts designed to enhance traffic safety. The Police Department will continue to measure and evaluate the effectiveness of the red-light photo enforcement program with regard to safety, traffic flow and citizen compliance with traffic control devices. DD'I"'T Tnl\.T '1"'''. RETURN TO: CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1. ORIGINATING DEPT.IDIV: J?b'--'-c::.:-- ~. - ~ \ C 2. ORIGlNATINGSTAFFPERSON~~~ ~Cc'A-\. \ EXT: /c'7\ S- 3. DATEREQ.BY: ~-\"::Q1. CONTRACT SIGNATURE ROUTING o LAW DEPARTMENT ~ CITY MANAGER ;a CITY CLERK ~ SIGN COPY BACK TO ORGINATING DEPT. ., ASSIGNED AG# O~. 0 4~ .:b COMMENTS ~~\~~~~L~~~~\:>~~, ~Lo ~~~~. ~~41 _ ~NS\~,,'b~ - ~ 4. 5. 6. 7. 8. 9. 10. 11. 07/05 TYPE OF DOCUMENT REQUESTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT o SECURITY DOCUMENT (E.G. AGREEMENT & PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) )t..CONTRACT AMENDMENT o CDBG o OTHER AG#: b<g~ D4- ~ ,-,~ 7~O"T. NAME OF CONTRACTOR: ADDRESS: 1 SIGNATURE NAME: c) ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE TERM: COMMENCEMENT DATE: COMPLETIONDATE:j Q\ tLO\ aotD \. \ . \. '~~~c.r- TOTAL COMPENSATION $ ~ ~ t""~() . (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - -t\TTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY o PURCHASING: PLEASE CHARGE TO: CONTRACT REVIEW o PROJECT MANAGER o DIRECTOR o RISK MANAGEMENT (IF APPLICABLE) 1 LAW INITIAL/DATE APPROVED INITIAL/DATE APPROVED ~ '" 9i)' #IS t ~'''',ed INITIAL/DATE APPROVED Ad~ '/ '~l'~ ./J t.J1 (V\. 7 ::;// ;;t>>C; INITIAL/DATE APPROVED f SECOND CHANGE ORDER TO PROFESSIONAL SERVICES AGREEMENT FOR TRAFFIC SAFETY CAMERA SYSTEM This Second Change Order ("Change Order") is dated effective this lOfh day of ~, 20D9, and is entered into by and between the City of Federal Way, a Washington municipal corporation ("City"), and American Traffic Solutions, INC, ("Consultant"). A The City and Consultant entered into a Professional Services Agreement dated effective March 28th, 2008 whereby Consultant agreed to provide red light photo enforcement services ("Agreement"), as amended by the First Change Order on October 21 S\ 2008. B. Section 24 and Section 1 of the Agreement provide that the Agreement may only be amended by written change order. C. The City and the Consultant desire to amend the Agreement to extend the term of the agreement. . NOW, THEREFORE, the parties agree to the following terms and conditions: 1. Term of Contract Section 3 of the Agreement shall be amended to extend the term of the contract until June 16th, 2010. The City, at its sole discretion, may extend the term of the contract for two additional three (3) year terms upon approval by the City Manager., 2. Ratification. Any act done by either party consistent with the authority of the Agreement after the previous expiration date and prior to the effective date of this amendment, is hereby ratified as having been performed under the Agreement as it existed prior to this amendment. 2nd Amendment to Professional Services Agreement - 1 - :'~-r~ 3. Full Force and Effect. All other terms and conditions of the Agreement not modified by this Amendment shall remain in full force and effect. DATED the effective date set forth above. CITY OF FEDERAL WAY ~ 7p,j~ ~~lan 1. Wil~ ~ Interim City Manager 33325 8th Ave S PO BOX 9718 Federal Way, WA 98063-9718 ATTEST: APPROVED AS TO FORM: (1 FOiZ , Patricia A. Richardson AMERICAN T7LUTIONS, INC By: (Signature) ~~~lDV\ (N ame) Its: ~ B\I f (Title) ;~~'~~ (Address) Lt~O - t.\-a.t?/ -7 CW ( Phone) 2nd Amendment to Professional Services Agreement - 2 - 1. 2. 4. 5. n nrrrr Tn.... T ""r'\._ RETURN TO: CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP ORIGINATING DEPT.IDIV: J?b'--'-c::.:-- J.~' ORIGINATING STAFF PERSON~~~ ~Cc' A- \. \ -~\C EXT: Ie '7 \ S- 3. DATE REQ. BY: ~ - \"::Q1. TYPE OF DOCUMENT REQUESTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT PROJECT NAME: ~'::> L'~ 7~O"T. o SECURITY DOCUMENT (E.G. AGREEMENT & PERF/MAIN BOND; ASSIGNMENTOF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP. RFQ) )t..CONTRACT AMENDMENT o CDBG o OTHER AG#: b<g~ D4- ~ 6. NAME OF CONTRACTOR: ADDRESS: 1 c) SIGNATURE NAME: 7. ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE CONTRACT SIGNATURE ROUTING o LAW DEPARTMENT (t5 CITY MANAGER , CITY CLERK ~ SIGN COPY BACK TO ORGINATING DEPT ~ASSIGNEDAG# CJ<6 .oq~ ~ :OMMENTS ~ ~\~~_C!.b~~~~~\:>~~, ~.~I~Lo\.~ ~ .~~~~~~- ~"'<141 ,~NS\~"'b~ - ~ 8. 9. 10. 11. 7/05 TERM: COMMENCEMENT DATE: COMPLETION DATE: \. ,~~~c.r- TOTALCOMPENSATION$~~t""~(). . (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - -t\TTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY o PURCHASING: PLEASE CHARGE TO: CONTRACT REVIEW o PROJECT MANAGER o DIRECTOR o RISK MANAGEMENT (rF APPLICABLE) 1 LAW INITIAL/DATE APPROVED INITIAL/DATE APPROVED ~ '" 9i )' #IS t ~'''',ed INITIAL/DATE APPROVED A'JP '/. ~' .~ ./JiJ.jeV\. 7 '/1/ ;;t>>C; INITlAL/DATE APPROVED s.. . r FIRST CHANGE OlIDER TO PROFESSIONAL SERVICES AGREEMENT FOR TRAFFIC SAFETY CAMERA SYSTEM TIns First Cpange Order ("Change Order") is dated effective this ~ day of ~Pe){ . 2(Jf2j and is entered into by and between the City of Federal Way, a Washington mUnIcipal corporation ("City"), and American Traffic Solutions, LLC, ("Consultant"). A. The City and Consultant entered into a Professional Services Agreement dated effective March 28th, 2008 whereby Consultant agreed to provide red light photo enforcement services ("Agreementlt). B. Section 24 and Section 1 of the Agreement provided that the Agreement may only be amended by written change order. C. The City and the Consultant desire to amend the Agreement to expand the scope of work to be performed by the Consultant and to increase the compensation paid to the Consultant. NOW, THEREFORE, the parties agree to the following terms and conditions: 1. Scope of Work. Section 1 of the Agreement and the Scope of Work attached as Exhibit "A" to the Agreement shall be amended to include those additional services more particularly described in Exhibit "A-I" attached hereto and incorporated by this reference ("Additional Services"). 2. Compensation. In consideration of Consultant providing the Services described in Section 1 of the Agreement, including the additional services, Section 2.2.1 shall be amended to increase the compensation paid to the Consultant by an additional amount not to exceed Nine Thousand One Hundred Fifty Two and 901100 Dollars ($9,152.90). 3. Ratification. Any act done by either party consistent with the authority of the Agreement after the previolls expiration date and prior to the effective date of this amendment, is hereby ratified as having been perfomled under the Agreement as it existed prior to tIns amendment. Amendment to Professional Services Agreement - 1 - r 4. Full Force and Effect. All other terms and conditions of the Agreement not modified by tins Amendment shall remain in full force and effect. DATED the effective date set forth above. CITY OF FEDERAL WAY ~/J~ By: bfA'l ,J, iJJIWJ~ y;b14Y} C?f ~ GaP,,' M. RoG, P. H. AssiitiRt City Maflager/ClHef Operating Ofiiser Emergency Manager 33325 Slit Ave S PO BOX 971S Federal Way, W A 98063-9718 ATTEST: APPROVED AS TO FORM: AMElUCAN TRAF. FFII~COLUTIONS, LLC By: ~ (Signature) AtAr;.ro \Vl-1JY\ (Name) Its: <'X\~ ~~t-tV (Title) ~\ B.&VCL~~ ~~(A\e/ If!- ~S~bO (Address) ~w. " #0 -'1000 ( Phone) Amendment to Professional Services Agreement - 2 - ~ I EXHIBIT A.l TO PROFESSIONAL SERWCES AGREEMENT FOR Traffic Safety Camera System Where red light cameras have been installed within sidewalks, Consultant shall modify sidewalk in accordance with City Standard Detail 3-30A. Sidewalk cross section, surface finish and expansion joints shall be per City development standards. No street trees shall be installed. Cut..or fill slopes at the back of walk shall be no steeper than 3h:lv. Surface restoration at the back of walk shall m.atch surrounding surface treatment, consisting of 2 inches of asphalt concrete pavement, sod lawn or 3 inches of bark mulch, as appropriate. Surface treatment shall match sidewalk surface eJevationat the back of walk. ... 'Q "l :] \I <:J <C o M I ti1 U' :i:() Q2 of- ::J o >- o ~ of- ..c 0> :J -' I~-I N-' "q 'Q '" \I \I II q <l 'Q \10 of- Q) OJ l.- .-+- en ~ Q) OJ l.- I- ~ Q) Q) l.- -+- en . I- en :r: I- a N 1'0 (f) UVl :Jll<: mil:: ~~ N w >-l woe( wU ...J- Ulo... >- 21- o I- <( <-' iiC a:: Signal Electric, Inc. P.O. sox 6209 KENT, WASHINGTON 98064-6209 (253) 872-71n FAX(253) 395-0556 CONTRACTORS LICENSE NO. SfGNAE'S21K7 QUOTATION: AdditibnaJ Concrete PROJECT NAME: Federal Way Phase 1 BID DATE: 8/13/2008 ITEM # DESCRIPTION QTY UNIT$ TOTAL 1 Additional Concrete Side Walk 2 1 37.5' X 8' 20' x8' LS LS $ Mark Up 15% $ 2 Traffic Control X 5' $48.00HR $ 3 Landscape LS Total 15% OF SIGNAL ELECTRIC'S LABOR IS AN APPRENTICESHIP PROGRAM CERTIFIED BY L&l 6,446.00 966.90 240.00 $1,500.00 $9,152.90 Exclusions: Wages For Federal Way Police officers SURVEY BY OTHERS ~ \k':\ Ar bie Feagan- PLEASE NOTE: ALL QUOTATIONS ARE SUBJECT TO CHANGE 30 DAYS FROM DATE OF BID OPENING. IF NOT ACCEPTED WE ARE AN EQUAL OPPORTUNITY EMPLOYER 10. CONTRACT REVIEW INITIAL/DATE APPROVED o PROJECT MANAGER o DIRECTOR , o RISK MANAGEME"'NT (IF APPLICABLE) ~LAW tl(7 1. 2. 4. 5. 6. 7. 8. 9. RETURN TO: CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATIONIDOcUMENT REVIEW/SIGNATURE ROUTING SLIP ORIGINATINGDEPT.IDIV: /Jh/e.E ZJE~T - //?/7//-7L!- ORIGINATING STAFF PERSON:!/: ~/V/V/E t>>/4"/"AXT: t, 7.2 t 3. DATE REQ. BY: TYPE OF DOCUMENT REQUESTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT o SECURITY DOCUMENT (E.G. AGREEMENT & PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN UEU OF BOND) o CONTRACTOR SELECTION DOCUMENT AG#:06!' {)L/t (E.G., RFB, RFP, RFQ) o CONTRACT AMENDMENT o CDBG o OTHER (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE TERM: COMMENCEMENT DATE: ,??)),r.Jo7 COMPLETION DATE: ?I( ;&/09 I'M^r-~ TOTAL COMPENSATION $ fllff::. - ~~ I ~ (INCLUDE EXPENSES AND SALES T:.t ANY) '-'iF" ~~ (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ - PAID BY: 0 CONTRACTOR 0 CITY \~(PURCHASING: PLEASE CHARGE TO: ~ /iiF}-7'J?n . INITIALIDATE APPROVED cl;/9 /'/ L- e-J ~ /'7/#. L(jt.!t /I/J:?)~7 L" INITIALIDATE APPROVED 11. CONTRACT SIGNATURE ROUTING ~LAWDEPARTMENT '}\14ll)~ o CITY MANAGER Clr o CITY CLERK o SIGN COPY BACK TO ORGINATING DEPT. ..1" ,/. 7 P o ASSIGNED AG# /'~-.;; . ;") :)' 07/05 5GA77~L~ ';;:;/r~A</~~4~ CITY OF FEDERAL WAY PROFESSIONAL SERVICES AGREEMENT Contract Title: Traffic Safety Camera System Contract #: THIS AGREEMENT made and entered into on this $ day of~ ?Vb9, by and between the City of Federal Way, a Washington Municipal Corporation (the "City"), and American Traffic Solutions, lJJt;., the Consultant (the "Consultant"). Consultant Business: American Traffic Solutions,~. Consultant Address: 14861 N. Scottsdale Road, Ste 109, Scottsdale, AZ 85254 Consultant Phone: 480-368-0900 Consultant Fax: 480-607-0901 Contact Name Adam E. Tuton or Chief Operating Officer Consultant e-mail: adam. tutonai>.atsol.com Federal Employee ID No.: 48-1114931 Authorized City Representative for this contract: Assistant City Manager Cary Roe WHEREAS, the City desires to implement and operate a turnkey traffic safety camera system pursuant to Washington State Law 46.63.170; and WHEREAS, public convenience and necessity require the City to obtain the services of a Consultant with photo enforcement implementation and operations experience; and WHEREAS, the City of Seattle awarded a contract to American Traffic Solutions, Inc. for a traffic safety camera system as a result of a competitive solicitation; and WHEREAS, American Traffic Solutions, Inc., extends the City of Seattle contract to the City of Federal Way and such agreement is the basis for this contract; and WHEREAS, the City finds that Consultant is qualified to perform and is experienced in performing the required services; and WHEREAS, the City desires to engage the Consultant to provide traffic safety camera services, also known as photo enforcement services; NOW, THEREFORE, the parties herein do mutually agree as follows: 1. Employment of Consultant. 1.1 The City retains the Consultant to provide the services described in "Exhibit A - Scope of Work" (the "Work"). Any inconsistency between this Agreement and the Scope of Work shall be resolved in favor of this Agreement. The Consultant shall perform the Work according to the terms and conditions of this Agreement. 1.2 The City may revise the Work and the compensation only by a written Change Order signed by the authorized City representative that shall become a part of this Agreement. 1.3 The project manager(s) of the Work shall be Lieutenant Mark Bensen and Ray Pedrosa. The project manager(s) shall not be replaced without the prior written consent of the City. 1 1.4 Work shall commence when the City issues a notice to proceed and it shall be completed no later than 90 days after receipt of the last installation permit, unless the completion date is extended in writing by the City. 2. Payment Terms. 2.1 Com oensation 2.1.1 The total compensation to be paid to Consultant, including all services and expenses, shall not exceed the fees indicated on each Work Order Exhibit, which shall be full compensation for the Work. 2.1.2 The Consultant shall be paid in such amounts and in such manner as described in each Work Order Exhibit. 2.1.3 Pricing shall be fixed and firm through the pilot project and for a total of five years, assuming the City elects to continue the project, 2.1.4 For service charge adjustment beyond the initial 5 years, the basis for adjustment shall: (a) Be County or other pricing index appropriate to the particular product herein; (b) Not produce a higher profit margin than that on the original contract; (c) Clearly identify the items impacted by the increase; (d) Be accompanied by documentation acceptable to the City sufficientto warrant the price increase request and shall be no greater than the total of changes to the CPllndex for King County; and (e) Remain firm for a minimum of 365 days. 2.1.5 This contract includes no reimbursable expenses. 2.2 Cost Neutralitv Clause: After a 3-month ramp up period and during the remaining term of the contract, City shall not be required to pay ATS more than City (or ATS on City's behalf) has collected/received in fines payments through the use of the Axsis System cumulatively throughout the term of the contract. For the purposes of this clause, the term "fines" applies to that portion of fines actually retained by the City according to the distribution method applicable under Washington State law. 2.2.1 This clause will be applied as follows: (a) If collections for the program during any month are less than the full amount of ATS invoices, A TS shall be entitled the full amount of fines actually collected. A TS will maintain an accounting of any net balances owed to A TS and shall apply future collections first to the accrued balance and then to the current months invoice. At any time that A TS fees and any accrued balances are fully repaid, additional collections will be retained by the City. Any positive revenue balances generated from this program (whether reserved in cash or not by the City) will be used to offset future ATS invoices in the event of monthly deficits. (b) Example: If during Year 1 of the program, revenues minus ATS fees yield a net surplus of $100,000, this amount would be available to pay ATS invoices for any future periods in the event that lesser or no revenue were to be generated in future periods. However, at the point where the (actual or paper) surplus is exhausted, then no additional payments would be due until additional collected fines were available to cover the cumulative deficit. For the purposes of this clause, the accrued surplus is a calculated figure determined by subtracting ATS fees from program fines collected. The obligation to pay is not subject to the existence of cash reserves from the program, for example, if the City chooses to use or has used these surplus funds for any other uses. 2.2.2 This provision shall not apply should the City elect not to enforce illegal right turn on red violations or if City elects not to pursue collections on unpaid violations, or if City directs A TS to install a 2 , camera at a site with an initial starting violation rate of fewer than 10 violations per day, or if City or Police waives more than 10 percent of valid violations forwarded to the Police for acceptance according to business rules. 3. Term of Contract. 3.1 The term of this contract shall commence on the date this agreement is made effective and shall expire one (1) years from that date. 3.2 The City, at its sole discretion, may extend the term of the contract for an additional five (5) years for a total of six (6) years. Such renewal requires the approval of Federal Way City Council. 4. Request for Payment. 4.1 Not more than once every thirty days the Consultant shall file its request for payment, accompanied by evidence satisfactory to the City justifying the request for payment, including a report of Work accomplished and tasks completed, and an itemization of Eligible Expenses with copies of receipts . and invoices. Invoices must show a breakdown of services provided and price for each. 4.2 All requests for payment should be sent to Lieutenant Mark Bensen City of Federal Way Police Department 33325 8th Ave. S. Federal Way, WA 98003 5. Work Order Methodology for Approved Work under this Contract: 5.1 Work Order Procedure ATS shall provide the City the Camera Systems as specified in work orders issued under this Agreement. Each work order shall be a written document having its own specific Scope of Work ("Work Order Scope of Work") identifying the services to be performed and the associated deliverables to be provided and payment terms. Each work order shall be subject to the terms and conditions of this Agreement and shall be incorporated into this Agreement by this reference. A TS shall furnish the City with an integrated turnkey solution; that is, services identified in the work orders shall be provided as a single, complete transaction and not as separate items. 5.2 Work Order #1 Work Order #1 consists of the documents listed in the Scope of Work, Exhibit A to this Contract. Except for items listed as City responsibilities in Work Order #1, A TS shall furnish all services, labor, materials, documentation, equipment, and software to install and test the Camera System, and to provide the specified training, warranties, and maintenance for the System. 5.3 Notice to Proceed on Tasks Identified in Work Orders The execution of this Agreement shall constitute the City's notice to A TS to proceed with Work Order #1. For each subsequent work order under this Agreement, ATS shall commence work upon issuance of a written notice to proceed from the City. 5.4 Additional Work Orders 5.4.1 Additional work orders issued under this Agreement may be generated by the City for the following purposes: (a) Upgrade(s) of equipment, software, or change(s) of any deliverable provided hereunder; and (b) Any other items related to red light traffic safety system for which the City places an order. 5.4.2 For any work order(s) requested by either party subsequent to Work Order #1, ATS shall submit to the City for its review and approval a detailed proposal for the scope, implementation plan, 3 milestones, test and acceptance procedures, as well as the cost consistent with previous work orders, the RFP and RFP response. Once this proposal is received and approved by the City, a new work order will be issued for the change or additional work. Upon the City's written approval and notice to proceed, ATS shall implement the change or additional work and invoice for the changed or additional work consistent with the City's approval notice and the terms and conditions of this Agreement. 6. Termination of Contract. 6.1 For Cause: The City may terminate this Contract if the Consultant is in material breach of any terms of this Contract, and such breach has not been corrected according to established standards and agreed upon designs indicated in a valid Work Order within thirty (30) days from notice of breach. For purposes of this subsection, a material breach is defined as a failure to perform any work identified in Paragraph 1 of the Scope of Work (Exhibit A) or a failure to comply with the duties contained in the paragraphs of this contract. 6.2 For City's Convenience: The City may terminate this Contract in whole or in part, without cause and for any reason including The City's convenience, upon written notice to the Consultant after the conclusion of the first 12 months from activation of the Camera Systems in Work Order #1. 6.3 Acts of Insolvencv: The City may terminate this Contract by written notice to Consultant if the Consultant becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or is wound up or liquidated, voluntarily or otherwise. 6.4 Notice: The City is not required to provide advance notice of termination. Notwithstanding, the City may issue a termination notice with an effective date later than the termination notice itself. In such case, the Consultant shall continue to provide products and services as required by the City until the effective date provided in the termination notice. 6.5 Removal of equipment: In the event of termination of the Contract, Consultant agrees to leave City property undamaged after removal of any Consultant equipment. 7. Assignment of Contract - Subconsultants. Consultant shall not assign this contract or sub-contract or assign any of the Work without the prior written consent of the City. 8. Indemnification. 8.1 To the extent provided by law and irrespective of any insurance required of the Consultant, the Consultant shall defend and indemnify the City from any and all Claims arising out of or in any way relating to this Agreement; provided, however, the requirements of this paragraph shall not apply to that portion of such Claim that reflects the percentage of negligence of the City compared to the total negligence of all persons, firms or corporations that resulted in the Claim. 8.2 Consultant agrees that the provisions of this paragraph 8 apply to any claim of injury or damage to the persons or property of consultant's employees. As to such claims and with respect to the City only, consultant waives any right of immunity, which it may have under industrial insurance (Title 51 RCW and any amendment thereof or substitution therefore). THIS WAIVER IS SPECIFICALLY NEGOTIATED BY THE PARTIES AND IS SOLELY FOR THE BENEFIT OF THE CITY AND CONSULTANT. 8.3 As used in this paragraph: (1) "City" includes the City's officers, employees, agents, and representatives; (2) "Consultant" includes employees, agents, representatives sub-consultants; and (3) "Claims" include, but is not limited to, any and all losses, claims, causes of action, demands, expenses, attorney's fees and litigation expenses, suits, judgments, or damage arising from injury to persons or property. 8.4 Consultant shall ensure that each sub-consultant shall agree to defend and indemnify the City to the extent and on the same terms and conditions as the Consultant pursuant to this paragraph. 9.1 Consultant shall comply with the following conditions and procure and keep in force at all times during the term of this Agreement, at Consultant's expense, the following policies of insurance with companies authorized to do business in the State of Washington. The Consultant's insurance shall be rated by A. M. Best Company at least "A" or better with a numerical rating of no less than seven (7) and otherwise acceptable to the City. 9.2 Workers' Compensation Insurance as required by Washington law and Employer's Liability Insurance with limits not less than $1,000,000 per occurrence. If the City authorizes sublet work, the Consultant shall require each sub - consultant to provide Workers' Compensation Insurance for its employees, unless the Consultant covers such employees. 9.3 Commercial General Liability Insurance on an occurrence basis in an amount not less than $1,000,000 per occurrence and at least $2,000,000 in the annual aggregate, including but not limited to: premises /operations (including off -site operations), blanket contractual liability and broad form property damage. 9.4 Business Automobile Liability Insurance in an amount not less than $1,000,000 per occurrence, extending to any automobile. A statement certifying that no vehicle will be used in accomplishing this Agreement may be substituted for this insurance requirement. 9.5 Each policy shall contain a provision that the policy shall not be canceled or materially changed without 45 days prior written notice to the City. 9.6 Upon written request to the City, the insurer will furnish, before or during performance of any Work, a copy of any policy cited above, certified to be a true and complete copy of the original. 9.7 Before the Consultant performs any Work, Consultant shall provide the City with a Certificate of Insurance acceptable to the City Attorney evidencing the above - required insurance and naming the City of Federal Way, its officers, employees and agents as Additional Insureds on the Commercial General Liability Insurance policy and the Business Automobile Liability Insurance policy with respect to the operations performed and services provided under this Agreement and that such insurance shall apply as primary insurance on behalf of such Additional Insureds. Receipt by the City of any certificate showing less coverage than required is not a waiver of the Consultant's obligations to fulfill the requirements. 9.8 Consultant shall comply with the provisions of Title 51 of the Revised Code of Washington before commencing the performance of the Work. Consultant shall provide the City with evidence of Workers' Compensation Insurance (or evidence of qualified self- insurance) before any Work is commenced. 9.9 In case of the breach of any provision of this section, the City may provide and maintain at the expense of Consultant insurance in the name of the Consultant and deduct the cost of providing and maintaining such insurance from any sums due to Consultant under this Agreement, or the City -may demand Consultant to promptly reimburse the City for such cost. 10. Independent Contractor. The Consultant is an independent Contractor responsible for complying with all obligations of an employer imposed under federal or state law. Personnel employed by Consultant shall not acquire any rights or status regarding the City. 11. Employment. The Consultant warrants that it did not employ or retain any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement or pay or agree to pay any such company or person any consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right either to terminate this Agreement without liability or to deduct from the Agreement price or consideration or to otherwise recover, the full amount of such consideration. 12. Audits and Inspections. The Consultant shall make available to the City during normal business hours and as the City deems necessary for audit and copying all of the Consultant's records and documents with respect to all matters covered by this Agreement. 13. City of Federal Way Business License. Consultant shall obtain a City of Federal Way business license before performing any Work. 14. Taxes, Fees, and Licenses. 14.1 Taxes: Where required by state statute, ordinance or regulation, Consultant shall pay for and maintain in current status all taxes that are necessary for contract performance. Unless otherwise indicated, Federal Way agrees to pay State of Washington sales or use taxes on all applicable consumer services and materials purchased. No charge by the Consultant shall be made for federal excise taxes and Federal Way agrees to furnish Consultant with an exemption certificate where appropriate. 14.2 Fees and Licenses: Consultant shall pay for and maintain in a current status, any license fees, assessments, permit charges, etc., which are necessary for contract performance. It is the Consultant's sole responsibility to monitor and determine any changes or the enactment of any subsequent requirements for said fees, assessments, or charges and to immediately comply with said changes during the entire term of this Contract. Consultant must pay all custom duties, brokerage or import fees where applicable as part of the contract price. Consultant shall take all necessary actions to ensure that materials or equipment purchased are expedited through customs. 15. Representations and Warranties. 15.1 Consultant represents and warrants that it has the requisite training, skill and experience necessary to provide Work and is appropriately accredited and licensed by all applicable agencies and governmental entities. 15.2 Consultant warrants that all materials, equipment, and/or services provided under this Contract shall be fit for the purpose(s) for which intended, for merchantability, and shall conform to the requirements and specifications herein. Acceptance of any service and inspection incidental thereto by Federal Way shall not alter or affect the obligations of the Consultant or the rights of Federal Way. 16. Inspection. Work shall be subject, at all times, to inspection by and with approval of Federal Way, but the making (or failure or delay in making) such inspection or approval shall not relieve Consultant of responsibility for performance of the Work in accordance with this Contract, notwithstanding Federal Way's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. Consultant shall provide sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities. 17. Confidential Information: 17.1 If Federal Way notifies the Consultant of a public disclosure request, and the Consultant believes records are exempt from disclosure, it is the Consultant's responsibility to make determination and pursue a lawsuit under RCW 42.56.540 to enjoin disclosure. The Consultant must obtain the injunction and serve it on the City before the close of business on the tenth business day after the City sent notification to the Consultant. It is the Consultant's discretionary decision whether to file the lawsuit. 17.2 If the Consultant does not timely obtain and serve an injunction, the Consultant is deemed to have authorized releasing the record. If the City has notified the Consultant of a public disclosure request, and the Consultant has not obtained an injunction and served the City with that injunction by the close of business on the tenth business day after the City sent notice, the City will then disclose the record. 17.3 Notwithstanding the above, the Consultant must not take any action that would affect (a) the City's ability to use goods and services provided under this Agreement or (b) the Consultant obligations under this Agreement. 17.4 The Consultant will fully cooperate with the City in identifying and assembling records in case of any public disclosure request. 18. Disputes. 18.1 Any dispute or misunderstanding that may arise under this Contract concerning Consultant's performance shall first be resolved, if mutually agreed to be appropriate, through negotiations between the Consultant's Project Manager and Federal Way's Project Manager, or if mutually agreed, referred to the City's named representative and the Consultant's senior executive(s). Either party may decline or discontinue such discussions and may then pursue other means to resolve such disputes, or may by 6 mutual agreement pursue other dispute alternatives such as alternate dispute resolution processes. Nothing in this dispute process shall in any way mitigate the rights, if any, of either party to terminate the contract in accordance with the termination provisions herein. 18.2 Notwithstanding above, if Federal Way believes in good faith that some portion of Work has not been completed satisfactorily, Federal Way may require Consultant to correct such work prior to Federal Way paynient. In such event, Federal Way must clearly and reasonably provide to Consultant an explanation of the concern and the remedy that Federal Way expects. Federal Way may withhold from any payment that is otherwise due, an amount that Federal Way in good faith finds to be under dispute, or if the Consultant does not provide a sufficient remedy, Federal Way may retain the amount equal to the cost to Federal Way for otherwise correcting or remedying the work not properly completed. 19. Conflict of Interest: Consultant confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Consultant's selection, negotiation, drafting, signing, administration, or evaluating the Consultant's performance. 20. Compliance with Federal, State and Local Laws. Consultant, at its sole cost and expense, shall comply with and obey all federal, state and local laws, regulations, and ordinances applicable to the operation of its business and to its performance of the Work. 21. Non-Waiver of Remedies. Any waiver by the Consultant or the City of the breach of any provision of this Agreement by the other party will not operate, or be construed, as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provisions. Remedies under this Contract are cumulative; the use of one remedy shall not be taken to exclude or waive the right to use another. 22. Liens, Claims and Encumbrances: All materials, equipment, or services shall be free of all liens, claims or encumbrances of any kind and if Federal Way requests a formal release of same it shall be delivered to Federal Way within 5 days of such request. 23. Complete Agreement. This Agreement, including Exhibit A, contains the complete and integrated understanding and agreement between the parties and supersedes any understanding, agreement or negotiation whether oral or written not set forth herein. . 24. Modification of Agreement. This Agreement may be modified by a Change Order as provided in 111, or by a writing that is signed by authorized representatives of the City and the Consultant. 25. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void, insofar as it is in conflict with said laws, the remainder of the Agreement shall remain in full force and effect. 26. Notices. 19.1 Notices to the City of Federal Way shall be sent to the following address: Assistant City Manager Cary Roe City of Federal Way 33325 8th Ave. S. Federal Way, WA 98003 19.2 Notices to the Consultant shall be sent to the following address: American Traffic Solutions, Inc. Chief Operating Officer 14861 N. Scottsdale Road, Ste 109, Scottsdale, AZ 85254 27. Jurisdiction and Venue. This Agreement shall be governed by the law of the State of Washington and venue for any lawsuit arising out of this Agreement shall be in King County. //I 7 III IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date first above written. CITY OF FEDERAL WAY WASHINGTON ~~~:::~~ Corporation American Traffic Solutions, By: Adam E. Tuton Its Executive Vice President I COO /1 Date By: City I Date APPROVED AS TO FORM: By:~~~ City orney p~ 'c.,'~ It. chtldWtL. ~ l.Y:\ O~ Date 8 Exhibit A SCOPE OF WORK Work Order One 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 agent or agency or by a court of competent jurisdiction relating to a violation documented or evidenced by the (Axsis TM j System. "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 camera(s) (both the Axsis RLC- 300 and the Axsis Live Video System (if required) and a traffic monitoring device capable of accurately detecting a traffic infraction on up to four lanes at one approach and which records such data on an image of such vehicle. "Camera System" shall, where the sense requires, also include any enclosure or cabinet in which the AxsisTM System is stationed. As used below, the term "Red Light Stationary Camera System" is used interchangeably with the Camera System term defined here. "Approach" is defined as one direction of travel of one or more lanes on a road or a traffic intersection. "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, or operating a motor vehicle without displaying a valid license plate. "Operational Time" means the actual time that a Camera System is monitoring traffic. 1. AMERICAN TRAFFIC SOLUTIONS (A TS) SCOPE OF WORK 1.1. A TS IMPLEMENTATION 1.1.1.A TS agrees to provide a turnkey solution for Red Light Stationary Camera Systems to the City of Federal Way (hereinafter "the City") wherein all reasonably necessary elements required to implement and operate the solution are the responsibility of A TS, except for those items identified in Section 2 titled "City Scope of Work". A TS and the City 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 general, if work is to be performed by the City, unless otherwise specified, the City shall not charge ATS for the cost. All other in scope work, external to the City, is the responsibility of A TS. 1.1.2.A TS agrees to make every effort to adhere to the Project Time Line outlined in Schedule 4. 1.1.3.A TS agrees to provide the City with Axsis ™ RLC-300 Red Light Stationary Camera Systems as follows: 1.1.4.ATS will assist the City with video evaluation of candidate sites using the Axsis VIMS system. 1.1.5.ATS will install Camera Systems a number of approaches, to be agreed upon between ATS and the City after completion of site analysis. 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. 1.1.6.ATS will operate each Camera System on a 24-hour basis, barring downtime for maintenance and normal servicing activities. 9 1.1.7.ATS agrees to commence the installation of the Systems within 14 days after all approvals and required permits have been approved (the date all permits are approved shall hereinafter be referred to as the "Approval Date"). The Approval Date shall be marked by the issuance of a signed letter from ATS to the City, stating that permits from a particular site or set of sites have been approved. 1.1.8.ATS agrees to have all agreed-upon installation work completed and have the Systems fully operational according to the Project Schedule. 1.1.9.ATS agrees to provide necessary training for persons designated by the City and to assist the City with development of a public information and outreach campaign as specified in its response to the City's Request for Proposals. 1.1.10. A TS 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 review and entry of affidavits attesting to the non-liability of the registered owner for the violation. 1.1.11. The City and A TS 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. 1.1.12. A TS normally shall provide technician site visits to each Stationary 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. No A TS technician shall enter a traffic signal cabinet without the presence of a City Traffic Signal Technician. 1.1.13. A TS shall repair a non-functional Stationary Camera System within 72 hours of determination of a malfunction. 1.1.14. A TS shall repair the Axsis VPS system within 1 business day from the time of the outage. Outages of City internet connections or infrastructure are excluded from this service level. 1.2. A TSOPERA TIONS 1.2.1.A TS shall provide the City with an optional one-time warning period up to 30 days in length at the outset of the program. 1.2.2.As the party responsible for initial contact with the red light violator, ATS shall provide the City with an automated web-based citation processing system (Axsis ™ VPS) including image processing, color printing, and mailing of at least one 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. Subsequent mailings to drivers identified in affidavits of non-liability or by rental car companies are also included. For mail not delivered due to address problems, A TS will mail the citation again if the City provides it with better information. 1.2.3.ATS shall apply an electronic signature to the citation when authorized to do so by an approving law enforcement officer. 1.2.4.ATS shall obtain in-state vehicle registration information necessary to iss!-,e citations assuming that it is named as the City's agent and the State provides the registration data at no cost. 1.2.5.Where obtainable, ATS shall provide out-of-state vehicle registration necessary to issue citations at no cost to the City. 1.2.6.ATS will designate rental car companies as registered owners. Notices of Violation (not citations) shall initially be issued to rental car companies. Citations may be issued to rental car companies or designated drivers if the rental car company identifies the driver. 10 1.2.7.0n a daily basis (or as otherwise agreed), ATS shall transmit to the Federal Way Municipal Court (FWMC) a text file containing all citation and Notice of Violation information issued, for uploading into the FWMC computer system. 1.2.8.0n a daily basis (or as otherwise agreed), ATS shall receive from FWMC an automatic update from the FWMC computer system containing the status of citations based on the latest disposition information, indicating payments received or cases otherwise closed, dismissed, resolved, or sent to collections. Also, ATS shall receive car rental disposition data and process it as agreed. 1.2.9.The Axsis™ VPS system, which provides the City with ability to run and print a report, shall include the following: . Program Statistics Report . Location Performance Summary Report . Location Performance Detail Report . Violation Reject Report . Document Aging Report 1.2.10. A TS shall provide the City with, or train a local expert witness able to testify in Court on matters relating to the accuracy, technical operations, and effectiveness of the Axsis TM System. 1.2.11. In those instances where damage to a Camera System or sensors is caused by negligence on the part of the City 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 the City for the pre-approved repair cost. A TS shall bear the cost to replace or repair equipment damaged in all other circumstances. 1.2.12. A TS shall provide a website and help line to help the City resolve any problems encountered regarding its Red Light Camera System and/or citation processing. The help line shall function during normal business hours. 1.2.13. As part of its turnkey system, ATS shall provide violators with the ability to view violations online. This online viewing system shall include a link to the City's payment website(s) and an opportunity to complete an affidavit online. Online affidavits shall be directed to and processed by ATS/Axsis and communicated to the Court via the Axsis VPS transfer described at 1.2.8, above. 1.3. OPTIONAL COURT SERVICES 1.3.1. The following services are available by contract change order. Fees for these optional services are identified on Schedule 1. 1.3.2.lssuance of second notice upon expiration of unpaid first notice. ATS shall issue a second notice including a payment coupon and return payment envelope within 5 days of determination that no payment on a first notice was received. The second notice shall be due within 14 days of issuance and shall contain language advising the violator that collections action will ensue immediately unless payment is received. 1 .3.3.Affidavit / Transfer of Liability Processing - A TS shall process all inbound transfer of liability forms, rental car driver identification forms, and new or change of address items and reissue a new notice to the identified party.. 1.3.4.Lockbox payment processing services. ATS shall operate a lockbox payment processing service for the program and shall process all checks, money orders and cashiers checks on behalf of the City. All payments will be deposited into a blocked account in the name of the City and shall be swept on a periodic basis to another city designated account. 1.3.5.Electronic online payments - ATS shall operate an electronic payment portal for the purposes of accepting debit card, electronic check (ACH) and Visa and Mastercard credit 11 card payments over the internet. The fees for these transactions are paid by the user through the application of a convenience fee. 1.3.6.Collections services - upon expiration of the second notice, ATS will commence collections action on any unpaid notices. Fees for these services are listed on Schedule 1. 2. CITY SCOPE OF WORK 2.1. GENERAL IMPLEMENTATION REQUIREMENTS 2.1.1.Within 7 business days of contract execution, the City shall provide ATS with the name and contact information for a project manager with authority to coordinate City responsibilities under the Agreement. 2.1.2.Within 7 business days of contract execution, the City shall provide ATS with the name and contact information for a Federal Way Municipal Court manager responsible for oversight of all Court-related program requirements 2.1.3. The City shall make every effort to adhere to the Project Time Line outlined in Schedule 4. 2.1.4. The City will process each Citation according to its own established rules and guidelines. 2.1.5. The City shall provide a letter to the Washington Department of Motor Vehicles on behalf of A TS indicating that A TS is acting as an Agent of the City 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. ATS shall provide the City with draft content for its letter. 2.1.6. The City and A TS 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. 2.2. STREETS AND TRAFFIC DEPARTMENT OPERATIONS 2.2.1.City will design, fabricate, install and maintain red light camera warning signs. 2.2.2. The City shall provide access to traffic signal phase connections according to approved design. Only City Traffic Signal Technicians will perform wiring connections within the traffic signal cabinet to accomplish the red light camera installation. 2.2.3.The City may allow ATS to use existing street furniture, poles, and available conduit for the purposes of installing and operating its Camera Systems, according to approved design. A City Traffic Signal Technician must be present during installation for the camera systems on existing street furniture, poles, and conduit at the intersections. 2.2.4. ATS must provide installation drawings stamped by a licensed civil engineer according to state law. However, the City will work with ATS to facilitate that ATS's work product and drawings conform to professional norms and reflect the details of installation work to be completed. 2.2.5.The City shall approve or reject ATS's submitted plans within 7-30 business days of receipt. If after 30 business days, the City has not rejected A TS's plans, they will be deemed accepted. 2.2.6.The City shall process street use and pole attachment permit requests prepared by ATS in accordance with City established criteria. 2.3. POLICE DEPARTMENT OPERATIONS 2.3.1.The Federal Way Police Department (FWPD shall process each potential violation in accordance with Washington State Laws and City Ordinances within 3 business days of its appearance in the Police Review Queue, using Axsis ™ to determine which violations will be 12 issued as Citations or Notices of Violation. The City and Consultant shall mutually agree on rejection criteria. 2.3.2.FWPD workstation computer monitors for citation review and approval should provide a resolution of 1280 x 1024. 2.3.3.For optimal data throughput, FWPD workstations should be connected to a high-speed internet connection with bandwidth of T-1 or greater. 2.3.4.FWPD shall provide signatures of all authorized police users who will review events and approve citations on forms provided by A TS. 2.4. MUNICIPAL COURT OPERATIONS 2.4.1.Federal Way Municipal Court (FWMC) shall receive electronic text files of citation information and load the citation information into its Citation database. 2.4.2.FWMC shall provide citation fine collection services for all final dispositions. Additionally, FWMC agrees to pursue collections, registration suspensions, or other legal and customary means necessary to compel payment of outstanding citations. 2.4.3.FWMC shall provide a judge or hearing officer and Court facilities to schedule and hear disputed citations. 2.4.4.0n a daily basis (or as otherwise agreed), FWMC shall transmit an electronic file to ATS Axsis TM with daily updates of all citation disposition or transaction information indicating payments received or cases otherwise closed, dismissed or resolved. 2.4.5.0n a daily basis (or as otherwise agreed), FWMC shall receive and process an electronic file of undeliverable citations from Axsis™; it may then transmit ATS Axsis™ better addresses, if available. If better addresses are not-available, FWMC may ask ATS to provide Skip Tracing Services for the optional unit fees indicated in Schedule 1. 2.4.6.FWMC 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. The Washington Administrative Office of the Courts (AOC) must approve this notice. The Court shall make reasonable efforts to expedite the approval process but cannot guarantee that AOC will communicate approval within 30 days of contract signature. 2.4.7.Consultant shall provide at least one PC to be used by defendants to view their violations online at the Court. 2.4.8.FWMC shall receive and review written affidavits and written responses from rental car companies; shall enter new driver information into AxsisTM or otherwise designate that the rental car company or other party previously identified as the responsible party is not the responsible party. Such information shall be communicated to Axsis VPS by the daily transmission described at 1.2.8, above. 2.4.9.FWMC shall handle inbound and outbound phone calls and correspondence from defendants who have questions about payments, disputes, and other issues relating to citation adjudication. The Court may refer citizens with questions regarding A TS or Axsis technology and processes to websites and/or toll-free telephone numbers provided by ATS for that purpose. 2.5. INFORMATION TECHNOLOGY DEPARTMENT OPERATIONS' 2.5.1.ln the event that remote access to the ATS Axsis VPS System is blocked by City network security infrastructure, the Federal Way Information Services Division shall coordinate with ATS to facilitate appropriate communications while maintaining required security measures. 2.5.2.During the installation the City intends to provide the police department a work station for handling violations evaluations, a work station for customer use in the court, and three large flat screens in the court for violation viewing. 13 2.6. ACCEPTANCE 2.6.1. Upon completion of all installation, A TS shall perform an end-to-end test for each of the contracted approaches. 2.6.2.Upon completion of installation and testing of all contracted approaches, ATS shall notify the City that the system is ready for acceptance. 2.6.3.City shall conduct an acceptance test in accordance with the RFP specifications. 2.6.4.Upon successful completion of the acceptance test, the City shall issue certificate of acceptance. 2.7. PAYMENT SCHEDULE 2. 7.1.Upon certification of acceptance, the City shall commence monthly payments. END OF DOCUMENT 14 1 Schedule 1 - Fixed fee option 2 Service Fee Schedule 3 The Customer agrees to pay ATS the Fee(s) as itemized below: 4 Monthly Service Fee per Intersection Approach RLC Cost Element Monthly fee Red Light Camera Enforcement Solution $4,750 Axsis RLC-300 Red Light Camera System, Axsis LIVE 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, 1 st notice printing in color, postage and mailing, lockbox and E-payment payment processing services electronic notice file transmission to court system or use of A TS court system module, evidence packages for scheduled hearings. Optional Services Handling court payment, processing and accounting through lock box service with US $1.50 per paid Bank violation Axsis E-Payment Portal for Web-based payments - online access convenience fee $0 charged to user. SecurlD Two-Factor Security Option Implementation Fee $2,000 User fee per user per month includes software licensing, support and $20 SecurlD $200 Replacement SecurlD Fob Speed programs Fixed Site Speed Camera for School Zone Enforcement Fee includes a 4-lane site and up to 800 issued citations per month $4,750 per camera $5.00 per citation over 800 per month to cover overage service & mailing Mobile Speed Camera for School Zone Enforcement (city staffed) Fee includes up to 800 issued citations per month per camera $7,500 5 6 7 15