AG 15-031 I I RETURN TO: EXT:
CITY OF FEDER. WAY LAW DEPARTMEN!OUTING
1. ORIGINATING DEPT./DIV: POLICE DEPARTMENT
2. ORIGINATING STAFF PERSON: LYNETTE ALLEN EXT: 6701 3. DATE REQ.BY: ASAP
4. TYPE OF DOCUMENT(CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
O PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
X PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
O ORDNANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): 15-031 ❑ INTERLOCAL
❑ OTHER
5 PROJECT NAME: REALLOCATION OF RED LIGHT TRAFFIC SAFETY CAMERAS IN SCHOOL ZONE
6. NAME OF CONTRACTOR: AMERICAN TRAFFIc
p SOLUTIONS(ATS)
ADDRESS: v) A rj\ TELEPHONE
E-M tt M �r !` ~� 1 FAX:
SIGNATURE NAME: ELIZABETH CARACCIOLO TITLE SVP/GM GOVERNMENT SOLUTIONS
7. EXHIBITS AND ATTACHMENTS:0 SCOPE,WORK OR SERVICES ❑ COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE 0
ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: COMPLETION DATE: JUNE 30,2017 ' -0 to 1t 17...1)A I H2O
9. TOTAL $7,500 PER CAMERA REMOVAL FEE;AND INSTALLATION COST INCLUDED IN MONTHLY FEE (INCLUDE EXPENSES AND SALES
TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT:
IS SALES TAX OWED ❑YES 0 NO IF YES,$ PAID BY:0 CONTRACTOR 0 CITY
❑ PURCHASING: PLEASE CHARGE TO: Code: 112-2100-112-521-70-410
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR 14,410.--7 sit//L
O RISK MANAGEMENT (IF APPLICABLE)
O LAW
11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
0 ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
IAL/DAT SI NED
AW DEPARTMEN ,JS � mr /
SIGNATORY(MAY `b'R-'DI1tEC- T6�) REINESPIPer`����/6
CITY CLERK ������
ASSIGNED AG# •S
O SIGNED COPY RETURNED D 1 SENT: .- 'I
COMMENTS:
1 1 RETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: POLICE DEPARTMENT
2. ORIGINATING STAFF PERSON: LYNETTE ALLEN
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.
❑ PUBLIC WORKS CONTRACT
X PROFESSIONAL SERVICE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT
❑ REAL ESTATE DOCUMENT
❑ ORDINANCE
❑ CONTRACT AMENDMENT (AG #): 15 -031
❑ OTHER
EXT: 6701 3. DATE REQ. BY: ASAP
G., RFB, RFP, RFQ)
❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ MAINTENANCE AGREEMENT
❑ HUMAN SERVICES / CDBG
❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ RESOLUTION
❑ INTERLOCAL
PROJECT NAME: REALLOCATION OF RED LIGHT TRAFFIC SAFETY CAMERAS IN SCHOOL ZONE
6. NAME OF CONTRACTOR: AMERICAN T FFIR SOLU FIONS (ATS)
ADDRESS: r k �VlcA 1 lr%i11 ,Nj A LEPHONE g-lvticlrf .P4
SIGNATURE NAME: ELIZABETH CARACCIOLO TITLE SVP /GM GOVERNMENT SOLUTIONS
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: COMPLETION DATE: JUNE 30, 2017
9. TOTAL $7,500 PER CAMERA REMOVAL FEE; AND INSTALLATION COST INCLUDED IN MONTHLY FEE (INCLUDE EXPENSES AND SALES
TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT:
IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
❑ PURCHASING: PLEASE CHARGE TO: Code: 112- 2100 - 112 -521- 70-410
10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
11. COUNCIL APPROVAL (IF APPLICABLE)
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR
❑ ATTACH: SIGNATURE AUTHORITY,
AW DEPARTMEN (,�,�I
SIGNATORY (MAY �`R'E`SC t )
CITY CLERK
ASSIGNED AG#
❑ SIGNED COPY RETURNED
COMMENTS:
COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
DATE SENT: DATE REC'D:
INSURANCE CERTIFICATE, LICENSES, EXHIBITS
IAL / DAT SI NED
1, £smintr ii!Y.7
SENT:
FIRST CHANGE ORDER TO
PROFESSIONAL SERVICES AGREEMENT FOR
TRAFFIC SAFETY
This First Change Order ( "Change Order ") is made between the City of Federal Way, a Washington municipal corporation
( "City"), and American Traffic Solutions, Inc., a Kansas corporation ( "Consultant "). The City and Consultant (individually a
"Party" and collectively "Parties "), for valuable consideration and by mutual consent of the Parties, agree to a change as provided
in Section 13 of the Professional Services Agreement ( "Agreement ") last executed by Consultant on December 29, 2014, as
follows:
1. TERM. The Term of the Agreement shall remain in effect with a current expiration date of December 31, 2017. Upon
expiration of the Term, the Agreement will automatically extend for a subsequent three (3) year term expiring on December
31, 2020; provided, however, that either party may terminate this Agreement at the expiration of any term by providing
written notice of its intent not to extend the Agreement one hundred twenty (120) days prior to the expiration of the then -
current term.
2. LOCATIONS & FEE SCHEDULE. The Parties acknowledge and agree that locations FD04 and FD15 will be
removed and certain Fixed Speed Cameras for School Zone Enforcement shall be added, as mutually agreed upon
between the Parties and pursuant to the requirements set forth in the Agreement. Any new equipment installed
pursuant to this Change Order shall be subject to the early termination fee provisions of Section 14.1(iii), which shall be
effective regardless of whether the Agreement terminates without cause or otherwise expires pursuant to Section 3. The
City shall be responsible for the costs associated with removal of housings, poles, foundations, and other infrastructure, as
well as the costs associated with restoration of each site where FD04 and FD15 has been removed; provided, however, that
Customer shall allow ATS to recover its Camera Systems at ATS' sole expense. The Service Fee Schedule as described in
Schedule 1 and as referenced by Exhibit A of the Agreement shall remain in full force and effect without change, addition,
or deletion.
3. GENERAL PROVISIONS. All other terms and provisions of the Agreement 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.
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC. CITY OF FEDERAL WAY, WASHINGTON
By:
Elizabeth Caracciolo, SVP /GM ' Date
Government Solutions
ATTEST:
Bv:
APPRO AS TO FORM:
By:
Date
I I RETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
I. ORIGINATING DEPT./DIV: POLICE DEPARTMENT
2. ORIGINATING STAFF PERSON: LYNETTE ALLEN/KURT SCHWAN EXT: 6701 3. DATE REQ.BY: ASAP
4. TYPE OF DOCUMENT(CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
X PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: ATS
6. NAME OF CONTRACTOR: ATS
ADDRESS: TELEPHONE
E-MAIL: FAX:
SIGNATURE NAME: 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: JANUARY 1,2015 COMPLETION DATE: DECEMBER 31,2017
9. TOTAL COMPENSATION UNKNOWN (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY
❑ PURCHASING: PLEASE CHARGE TO:
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
INITIAL/DATE S GNED
IGN❑DEPARTMENT 41e 12 cy
IGNATORY(MAYOR OR DIRECTOR)
Eir ITY CLERK ,
rd ASSIGNED AG# AG# •3'
"SIGNED COPY RETURNED DATE SENT: S'" Cc-'. R 9
COMMENTS:
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement which includes the attached Exhibits ("Agreement") is made by
and between American Traffic Solutions, Inc. ("ATS"), with its principal place of business at 1330 West
Southern Avenue, Tempe, Arizona, and the City of Federal Way ("Customer"), a Washington municipal
corporation (ATS and Customer individually, a "Party", and collectively, the "Parties"). This Agreement
sets forth the terms, conditions and obligations of the Parties.
STANDARD PROFESSIONAL SERVICES AGREEMENT 1
I. DEFINITIONS 2
II. GENERAL TERMS AND CONDITIONS 3
1. ATS AGREES TO PROVIDE: 3
2. CUSTOMER AGREES TO PROVIDE. 3
3. TERM- 3
4. ASSIGNMENT: 3
5. FEES AND PAYMENT: 3
6. SITE SELECTION ANALYSIS- 4
7. COMMUNICATION OF INFORMATION: 4
8. CONFIDENTIAL INFORMATION: 4
9. OWNERSHIP OF SYSTEM. 4
10. INDEMNIFICATION AND INSURANCE 4
11. STATE LAW TO APPLY- 6
12. TERMINATION: 9
13. DISPUTE RESOLUTION: 6
14. CHANGE ORDERS: 7
15. AMENDMENTS TO THE AGREEMENT: 7
16. LEGAL CONSTRUCTION: 8
17. PRIOR AGREEMENT SUSPENDED: 9
18. NO AGENCY: 9
19. FORCE MAJEURE: 9
20. TAXES: 9
21. NOTICES: 9
EXHIBIT A 11
SERVICE FEE SCHEDULE 11
EXHIBIT B 12
SCOPE OF WORK 12
1. ATS SCOPE OF WORK 12
2. CUSTOMER SCOPE OF WORK 14
EXHIBIT C 17
DMV SERVICES SUBSCRIBER AUTHORIZATION 17
WHEREAS, ATS has the exclusive knowledge, possession and ownership of certain equipment, licenses,
and the processes(collectively referred to as the"AxsisTM System" or"Axsis"); and
WHEREAS, Customer desires to use the Axsis System to monitor and enforce traffic violations and to
issue citations for said traffic violations.
The parties agree as follows:
I. DEFINITIONS
As used in this Agreement, the following words and terms shall, unless the context otherwise requires,
have the respective meanings provided below:
1. "Approach": One (1) direction of travel on a road or a traffic intersection, including up to four (4)
contiguous lanes controlled by up to two(2)signal phases.
2. "Business Hours": Eight(8) hours per day, Monday through Friday, excluding weekends and holidays.
3. "Camera System" or "Camera": 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 (4)
contiguous lanes which records such data with one (1) or more images of such vehicle. "Camera
System" shall, where the context requires, also include any enclosure or cabinet and related
appurtenances in which the equipment is stationed.
4. "Change Order Notice": Written notice from Customer requesting changes to the work required to be
performed or the addition of products or services to those required to the terms of this Agreement,
setting forth in reasonable detail the proposed changes.
5. "Change Order Proposar: A written statement from ATS describing the cost of the changes to the
work or addition of products or services requested by Customer in a Change Order Notice.
6. "Citation":A citation or notice of violation or equivalent instrument issued by a competent state, county
or municipal law enforcement agent or agency or by a court of competent jurisdiction relating to a
violation documented or evidenced by Axsis.
7. "Eligible Cameras": Cameras for which ATS has been billing Customer for a minimum period of twelve
(12) months.
8. "Fees": The amount payable by Customer to ATS for equipment, services, and maintenance as set
forth in Exhibit"A".
9. "Notice to Proceed': Written confirmation from Customer that ATS may proceed with the installation of
a given Camera System.
10. "Owner": The owner(s) of a motor vehicle as shown by the motor vehicle registration records of the
motor vehicle department or the analogous agency of another state or country.
11. "Person" or "Persons": Any individual, partnership, joint venture, corporation, trust, unincorporated
association, governmental authority or political subdivision thereof or any other form of entity.
12. "Project Time Line": The initial schedule and timelines required to begin the implementation of
Customer's project, as mutually agreed upon by the Parties.
13. "Start Date": The first day of the month following the date on which the first Citation is issued from the
last camera installed under this Agreement, notwithstanding any Change Order Notices.
14. "Violation": A failure to obey an applicable traffic law or regulation, 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 valid insurance.
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1 IA AP)(14 A 1 I.C."1 AAA !`:h,nF Cn.dn.nl 1111n.. 111/nnL.innlnn
II. GENERAL TERMS AND CONDITIONS
1. ATS AGREES TO PROVIDE:
The scope of work identified in Exhibit B, Section 1.
2. Customer AGREES TO PROVIDE:
The scope of work identified in Exhibit B, Section 2.
3. TERM:
This Agreement shall commence upon the Effective Date and shall continue for a term of three (3)
years beginning on January 1, 2015 (the "Start Date") and expiring December 31, 2017. This
Agreement will automatically extend for a subsequent three (3) year term; provided, however, that
either party may terminate this Agreement at the expiration of any term by providing written notice of its
intent not to extend the Agreement one hundred twenty (120) days prior to the expiration of the then-
current term.
4. 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. However, for business financing
purposes, ATS may sell, assign, transfer or convey any interest in this Agreement in whole or in part
without the written consent of the Customer.
5. FEES AND PAYMENT:
Customer shall pay for all equipment, services and maintenance based on the fee schedule indicated in
the Exhibit"A", Service Fee Schedule 1.
5.1 Customer shall pay all Fees due ATS based upon invoices from the preceding month within thirty
(30) days of submission. Late payments are subject to interest calculated at 1.5% per month on
open balances. If Customer is more than sixty (60) days past due on payments to ATS, ATS
may, in its sole discretion, either (i) withhold all transfers/sweeps of violation payments to
Customer until Customer becomes current on its payments or (ii) exercise any other remedies
pursuant to Section 3 of this Agreement for non-payment of Service Fees by Customer.
5.2 ATS' Fees will be fixed for the first two (2) years of the first term; thereafter, unit prices will
increase annually by two percent(2%) per annum.
5.3 Flexible Payment Plan. During the term of the Agreement, payments by the Customer may be
made to ATS under a Flexible Payment Plan if the total funds collected by the Program are
insufficient to cover the Fees due ATS. Under the Flexible Payment Plan, the Customer may
defer certain payments due and owing to ATS during the term of the Agreement. If at the end of
the term sufficient funds have not been collected by the Customer to pay the accrued balance
then due to ATS, ATS agrees to waive its right to recovery with respect to any balance owing to
ATS at the end of that term.
This Flexible Payment Plan will be applied as follows: ATS will maintain an accounting of any net
balances owed ATS each month during the term. If the total amount of funds collected from all
Camera Systems combined during a month exceeds the amount of the ATS invoice for the same
month, the Customer shall pay ATS the total amount due on the invoice. If the total amount of
funds collected from all Camera Systems combined during a month is less than the amount of the
ATS invoice for the same month, the Customer shall pay ATS only the amount collected during
the same month and Customer may defer payment of the remaining balance. If opting to use a
Flexible Payment Plan, Customer will provide ATS with sufficient information about payments
received directly by the Customer or by the Courts to accurately determine the amount of funds
collected. Payments due ATS shall be reconciled by applying funds collected in subsequent
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11/4A/7/11A 11.G'4 ARA /`:1....f C...1.....1{A/.... %A/....L.in/.11...
months, first to the accrued balance and then to the subsequent monthly invoice. If at any time
the ATS invoices, including any accrued balance, are fully repaid, the Customer will retain all
additional funds collected. Any funds in excess of the total balance due (whether reserved in
cash or not by the Customer)will be available to offset future ATS invoices during the term of the
Agreement. Customer agrees and understands the Flexible Payment Plan shall be applied in the
aggregate across all installed Camera Systems and will not be applied on a per camera basis or
on a per month basis.
Example: Fee of$4,750 per Camera System per month and four(4) cameras installed. If during
Month 1 camera #1 revenue is $5,000, camera #2 revenue is $3,500, camera #3 revenue is
$6,000 and camera #4 revenue is $3,500, the total revenue from the cameras for the month is
$18,000. ATS would invoice Customer for $19,000 ($4,750 x 4 Camera Systems). However,
Customer would only be required to pay $18,000 in Month 1 and the $1,000 deficit would carry
over to subsequent months. If in Month 2 the combined revenue from the 4 cameras was
$28,000, ATS would invoice the Customer $20,000 (i.e., the $1,000 deficit from the prior month
plus the $19,000 monthly fee for the 4 Camera Systems). The Customer is not responsible for
any previously deferred balance remaining at the end of the term of the Agreement.
5.4 Flexible Payment Plan — Limitations. This provision shall not apply if: (1) the Customer elects not
to enforce all legally enforceable red light Violations; (2) the Customer elects not to pursue
collections on unpaid Violations when contractually obligated to do so; (3) the Customer directs
ATS to install a camera at a site where violation rates are projected by ATS to be below the rate
required by ATS for an acceptable installation; or (4) the Customer waives and/or fails to timely
process more than ten percent (10%) of valid Violations forwarded to the Police for acceptance
according to the business rules defined by the Customer prior to the start of the program.
6. SITE SELECTION ANALYSIS:
Prior to implementing the Axsis System, ATS may conduct an analysis of each intersection Approach
being considered for a Camera System. For any Approach recommended by the Customer, ATS may
install a Camera System if a constructability analysis concludes an installation is feasible. However,
where traffic violation data does not meet ATS' minimum traffic requirements for an Axsis System,
monthly fees for such Camera System are not eligible for the Flexible Payment plan provisions
specified in section 5.3 of this Agreement. ATS makes no representations or warranties that any
violation rate estimates will be predictive of actual future traffic violation rates.
7. COMMUNICATION OF INFORMATION:
ATS will comply with reasonable requests for information obtained by ATS through operation o f the
Axsis System. ATS reserves the right to assess a fee for such services.
8. CONFIDENTIAL INFORMATION:
No information given by ATS to Customer will be of a confidential nature, unless specifically designated
in writing as proprietary and confidential by ATS. However, nothing in this paragraph shall be construed
contrary to the terms and provisions of any"Open Records Act" or similar laws, insofar as they may be
applicable.
9. 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.
10. INDEMNIFICATION AND INSURANCE:
10.1 Indemnification by ATS. Subject to Section 10.3, ATS agrees to indemnify the Customer and its
managers, officers, directors, employees, agents, representatives and successors (individually a
"Customer Party" and collectively, the "Customer Parties") against all liabilities, obligations,
losses, damages, penalties and judgments (collectively, "Losses"), which may be imposed on or
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41/A1 AI')I14A 11.G') ARC !`:4.•
incurred by any Customer Party arising out of or related to the gross negligence or willful
misconduct of ATS, its employees or agents which result in death or bodily injury to any natural
person (including third parties) or any damage to any real or tangible personal property (including
the personal property of third parties), except to the extent caused by the gross negligence or
willful misconduct of any Customer Party.
10.2 Indemnification by Customer. Subject to Section 10.3, the Customer hereby agrees to indemnify
ATS and its affiliates, shareholders or other interest holders, managers, officers, directors,
employees, agents, representatives and successors, permitted assignees and all Persons acting
by, through, under or in concert with them (individually an "ATS Party" and collectively, the "ATS
Parties") against any and all Losses which may be imposed on or incurred by any ATS Party
arising out of or related to the gross negligence or willful misconduct of the Customer, its
employees, contractors or agents which result in death or bodily injury to any natural person
(including third parties) or any damage to any real or tangible personal property (including the
personal property of third parties), except (i) to the extent caused by the gross negligence or
willful misconduct of ATS; (ii) any claim, action or demand (a "Claim") not caused by ATS' failure
to perform its obligations under this Agreement; (iii) any Claim challenging the Customer's use of
the Axsis System, or any portion thereof; (iv) any Claim challenging the validity of the results of
the Customer's use of the Axsis System, or any portion thereof; or (v) any Claim challenging the
validity of the Citations issued, prosecuted and collected as a result of the Customer's use of the
Axsis System, or any portion thereof.
10.3 Indemnification Procedures. In the event of any Claim in respect of which any Party hereto seeks
indemnification from the other, the Party seeking indemnification (the "Indemnified Party") shall
give the Party from whom indemnification is sought (the "Indemnifying Party") written notice of
such Claim promptly after the Indemnified Party first becomes aware thereof; provided, however,
that failure to give such notice shall not preclude indemnification with respect to such Claim
except to the extent of any additional or increased Losses or other actual prejudice directly
caused by such failure. The Indemnifying Party and the Indemnified Party shall cooperate in the
defense or settlement of any Claim and no Party shall have the right to enter into any settlement
agreement that materially affects the other Party's material rights or material interests without
such Party's prior written consent, which consent shall not be unreasonably withheld or delayed.
10.4 Insurance. ATS shall maintain the following minimum scope and limits of insurance:
10.4.1 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 and $5,000,000 aggregate.
10.4.2 Workers' Compensation as required by applicable state law and Employer's 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.
10.4.3 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.
10.4.4 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.
10.4.5 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
(30) calendar days after the Effective Date of this Agreement. Such certificates shall
show that the Customer will be notified in accordance with the policy language relating to
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1411 AP)!\1 A 11.G7 AR
cancellations of such insurance policies. ATS shall forthwith obtain substitute insurance
in the event of a cancellation.
10.4.6 The Customer shall be responsible for vehicle insurance coverage on any vehicles driven
by Customer employees. Coverage will include liability and collision damage.
10.5 Limited Liability. Notwithstanding anything to the contrary in this Agreement, neither Party shall
be liable to the other, by reason of any representation or express or implied warranty, condition or
other term or any duty at common or civil law, for any indirect, incidental, special, lost profits or
consequential damages, however caused and on any theory of liability, arising out of or relating to
this Agreement.
11. STATE LAW TO APPLY:
This Agreement shall be construed under and in accordance with the laws of the State of Washington.
12. DISPUTE RESOLUTION:
All disputes arising out of or in connection with the Agreement shall be attempted to be settled through
good-faith efforts between senior management of both Parties. Following thirty (30) days of
unsuccessful negotiation, a dispute may be submitted to professionally-assisted mediation. Before a
demand for mediation may be filed by either Party, the management of both Parties shall have met at
least two times in face-to-face meetings in an effort to resolve any dispute or controversy through
normal business management practices. Unless otherwise agreed to in writing, a minimum of one
meeting shall take place at each Party's home office location. Any mediator so designated must be
acceptable to each Party. The 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.
12.1 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 fourteen (14) days of a
decision to seek arbitration. Limited discovery will be permitted in connection with the arbitration
upon agreement of the Parties and upon a showing of substantial need by the Party seeking
discovery.
12.2 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
their right obtain such damages and the Parties expressly waive thel ht es in arbitration or
to g t g
in any other forum.
12.3 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.
12.4 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.
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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.
13. CHANGE ORDERS:
The Customer may from time to time request changes to the work required to be performed or the
addition of products or services to those required to the terms of this Agreement by providing a Change
Order Notice". Upon ATS' receipt of a Change Order Notice, ATS shall deliver a written statement
describing the cost, if any (the "Change Order Proposal"). Following the Customer's receipt of the
Change Order Proposal, the Parties shall negotiate in good faith and agree to a plan and schedule for
implementation of the proposed changes; the time, manner and amount of payment or price increases
or decreases, as the case may be; and any other matters relating to the proposed changes. In the
event that any proposed change involves only the addition of equipment or services to the existing
Designated Intersection Approaches or the addition of Intersection Approaches to be covered by the
terms of this Agreement, to the maximum extent applicable, the pricing terms set forth in Exhibit A shall
govern. Any failure of the Parties to reach agreement with respect to any of the foregoing as a result of
any proposed changes shall not be deemed to be a breach of this Agreement, and any disagreement
shall be resolved in accordance with Section 12 ("Dispute Resolution") of this Agreement. Such
Change Order shall not invalidate the procurement process or this Agreement nor relieve or release
ATS or the Customer of any of its obligations under this Agreement unless stated therein.
14. TERMINATION:
14.1 ATS' services may be terminated:
(i) By mutual written consent of the Parties; or
(ii) For Cause, by either Party where the other Party fails in any material way to perform its
obligations under this Agreement. Where Customer is in material breach of this Agreement
for non-payment of Service Fees to ATS, then ATS may exercise any or all of the following
remedies: (a) provide Customer written notice and ten (10) days to cure before suspending
performance and turning off ATS' cameras; (b)withhold payments to Customer, as described
in Section 5.1 below; (c) terminate this Agreement for cause where Customer's account
remains delinquent sixty (60) days after written notice; and (d) in addition to the foregoing,
seek any other available remedies at law or equity. In the event of termination by ATS under
this subsection for breach by Customer, Customer shall pay ATS an early termination fee
based on a price of $120,000 per Camera System amortized over sixty (60) months on a
straight-line basis. The amortization schedule for said costs shall be reduced by 1/60th for
each month each Camera System is installed. Said another way, for every month a camera is
installed, $2,000 will be subtracted from the total $120,000 early termination fee for each
Camera System. Example: Customer signs Agreement in March of year 1 and installs one
(1) Camera System that same month. ATS terminates the Agreement for breach by
Customer in January of year 5. Fifty-eight (58) of the sixty (60) months having been
depreciated, Customer would owe ATS$4,000 ($2,000 x 2)for the early termination fee.
(iii) Without Cause, by either party upon ninety (90) days written notice. If Customer elects to
terminate this Agreement without cause, Customer shall pay ATS an early termination fee
based on a price of$120,000 per Camera System for each Camera System installed after the
Effective Date of this Agreement, amortized over sixty (60) months on a straight-line basis.
The amortization schedule for said costs shall be reduced by 1/60th for each month each
Camera System is installed: Said another way, for every month a camera is installed, $2,000
will be subtracted from the total $120,000 early termination fee for each Camera System.
Example: Customer signs Agreement in March of year 1 and installs one (1) Camera System
that same month. Customer terminates the Agreement without cause in January of year 5.
Fifty-eight (58) of the sixty (60) months having been depreciated, the Customer would owe
ATS$4,000 ($2,000 x 2)for the early termination fee.
14.2 Termination under this subsection for any reason other than non-payment of Service Fees by
Customer is subject to the condition that the terminating Party notifies the other Party of its intent
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•
to terminate, stating with reasonable specificity the grounds therefore, and the other Party fails to
cure the default within forty-five(45)days after receiving written notice.
14.3 If this Agreement is terminated by ATS for non-payment of Service Fees by Customer, ATS shall
cease processing violations as of the date of such termination.
14.4 Upon termination of this Agreement, either for cause (except for termination by ATS for non-
payment) or because it has reached the end of its term, the Parties recognize that the Customer
will have to process Violations in the "pipeline", and that ATS accordingly must assist the
Customer in this regard. Accordingly, the Parties shall take the following actions and shall have
the following obligations, which survive termination during the wind-down period:
(i) The Customer shall cease using the Axsis System to capture Violations.
(ii) Unless it is unlawful to do so, ATS shall, for a period of ninety (90) days, 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 its monthly fees.
(iii) The Customer shall allow ATS to recover all provided equipment within a reasonable time not
to exceed ninety(90)days.
(iv) ATS shall remove any and all equipment or other materials ATS installed in connection with
ATS' performance of its obligations under this Agreement, at no cost to the Customer,
including but not limited to housings, poles and Camera Systems; provided, however, if this
Agreement is terminated for cause by ATS or without cause by Customer, then Customer
shall pay ATS the costs of removal.
(v) ATS shall restore the surface of Customer's property to substantially the same condition as
such property was in immediately prior to this Agreement, except for foundation removal,
which shall be left approximately flush with grade with no exposed bolts, or other hazards.
Installed underground conduit and other equipment shall not be required to be removed;
provided, however, if this Agreement is terminated for cause by ATS or without cause by
Customer, then Customer shall be responsible for restoring the site.
15. AMENDMENTS TO THE AGREEMENT:
The Parties may from time to time consider it in their best interest to modify or extend terms, conditions
or covenants of this Agreement; require modifications in the Scope of Services to be performed; or
request the performance of additional services regardless of and without invalidating the process that
was used to procure the services enumerated under this Agreement. If modifications result in additional
costs to Customer, ATS will provide a written estimate of such. Any such addition, deletion, extension
or modification, including any increase or decrease in the amount of ATS' compensation, which are
mutually agreed upon by and between the Customer and ATS shall be incorporated in written
amendments (herein "Amendments") to this Agreement. Such Amendments shall not invalidate the
procurement process or this Agreement nor relieve or release ATS or the Customer of any of its
obligations under this Agreement unless stated therein.
16. 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 if such invalid, illegal, or
unenforceable provision had not been contained herein. This Agreement shall be enforced to the
maximum extent possible so as to give effect to the intent of the Parties and shall be reformed without
further action by the Parties to the extent necessary to make such provision valid and enforceable
herein.
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17. PRIOR AGREEMENT SUSPENDED:
With the exception of the previous Memorandum of Understanding between the Federal Way Municipal
Court and ATS, dated October 1, 2008, which remains in full force and effect, 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.
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 Agreement is not intended to create an agency relationship between ATS and
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, significant fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight
embargoes, or unusually severe weather. The Party whose performance is affected agrees to notify
the other promptly of the existence and nature of any delay.
20. TAXES:
At the time of execution of this Agreement, it is the understanding of the Parties that ATS' services
provided hereunder are not subject to federal, state or local taxes including but not limited to excise,
sales, use, property or similar taxes or charges. The Customer agrees to reimburse ATS for any such
tax or charge if charged against ATS. If incurred, such taxes or charges may be invoiced at any time.
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,
telegram, first class mail, FedEx, or by certified or registered mail to the Parties at the following
address:
City of Federal Way American Traffic Solutions, Inc.
33325 8th Ave. S. 1330 West Southern Avenue
Federal Way,WA 98003 Tempe, Arizona 85282
Attn:Assistant City Manager Attn: Legal
22. EXECUTION:
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an
original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute
one and the same Agreement. The exchange of copies of this Agreement and of signature pages by
facsimile or u.pdf transmission shall constitute effective execution and delivery of this Agreement as to
the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the
Parties transmitted by facsimile or".pdf shall be deemed to be their original signatures for any purpose
whatsoever.
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23. EXHIBITS:
The attached Exhibits are incorporated herein and include:
Exhibit A SERVICE FEE SCHEDULE
Exhibit B SCOPE OF WORK
Exhibit C .DMV SERVICES SUBSCRIBER AUTHORIZATION
By signing below, the Parties agree to the terms and conditions of this Agreement together with the
attached Exhibits. This Agreement contains the complete and exclusive statement of the agreement
between the Parties relating to the matters referenced herein and replaces any prior oral or written
representations or communications between the Parties. Each individual signing below represents that
s/he has the requisite authority to execute this Agreement on behalf of the entity which s/he represents
and that all the necessary formalities have been met. This Agreement is effective on the date of execution
by the last signatory to this cover page("Effective Date").
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC. CITY OF FEDERAL WAY, WASHINGTON
/i /, I
By: i A. . ..�1.`. , 44, i By pr, /2//e)//Y
•avi• Roberts, Executive VP II ate iam- itle ate
"iel-) 0/-A--
ATTEST:
/7- i By: L f C .Iw41L..d IZ b I4-
Ci l ( lerk gi Date
APPROVED AS TO FORM:
By: dl/2 W 1244 l K
City Attorney Date
Ptyrm I. R031 let
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EXHIBIT A
SERVICE FEE SCHEDULE
1.0 Description of Pricing
Fees are based on per camera and are as follows:
Red Light Camera Fee: $4,750 per camera/per month
Fee includes all costs required and associated with one rear-only Camera System installation,
maintenance, and on-going field and back-office operations. Includes red-light camera
equipment for a 4-lane approach with up to two (2) signal phases, installation, maintenance,
violation processing services, DMV records access, First Class mailing of notice of violation
with return envelope, mailing of second notice (as needed), lockbox and epayment processing
services, excluding user convenience fee, IVR call center support for general program
questions and public awareness program support. ATS' monthly fee includes postage for the
first class mailing of the 1st notice. Certified mail is extra and will be billed per unit as
published by the US Postal Service at http://www.usps.com/prices/extra-services-prices.htm.
2.0 Fixed Speed Camera for School Zone Enforcement Fee: $4,750 per
camera/per month
Fee includes a 4-lane site and up to 1,200 issued citations per month per camera. $5.00 per
citation for each citation over 1,200 per month per camera.
3.0 Optional Collection Services:
ATS may initiate collection efforts of delinquent notices upon written request by Customer, so
long as collection of said recovered revenue amounts does not conflict with State Law. ATS
will be entitled to receive portions of the collected revenue as noted below. The maximum is
30% total for both pre-collection and collection. For those accounts in default that go to
collection, this is in addition to our Fees noted above.
Pre-Collection Letters 10% of Recovered Revenue
Delinquent Collections Services 30% of Recovered Revenue
In the event that Customer elects to have ATS provide collections services, Customer shall so
notify ATS in writing. Customer agrees that, once ATS' collections services are elected,
Customer may not utilize another vendor for these collections services without prior written
consent from ATS through an amendment to this Agreement.
4.0 Optional Annual Training Conference: ATS provides a comprehensive user training
conference (the "Conference") for active photo traffic safety and enforcement clients. The
Conference's main focus is training of the system. Core elements include training on
implementation methods and improvements, operational monitoring and improvements,
statistical analysis, public relations and technology assessment. The sessions include
participation by industry members, industry speakers and panel discussions. The Conference
will be held in the Phoenix Metropolitan area. Customer shall be invoiced $100 per month per
attendee and can assign up to three (3) project team members to attend the Conference each
year. The $1,200 fee per attendee will cover travel, accommodations and all related
Conference fees.
5.0 Optional Public Relations Services: ATS may provide additional public relations services
upon written request by Customer. These services may include advertising, media relations,
and public relations consultants. The fee for such services shall be mutually agreed upon
based on the scope of the public relations services to be provided.
6.0 Video Retrieval Fee: ATS shall retrieve up to one (1) video per week at no cost to Customer.
For all additional video retrievals, the fee is$10.00 each.
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EXHIBIT B
SCOPE OF WORK
1. ATS SCOPE OF WORK
1.1 ATS IMPLEMENTATION
1.1.1 ATS agrees to provide Camera System(s) and services to the Customer as outlined in
this Agreement, excluding 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 the proper Party the responsibility and cost for such items. In
general, if work is to be performed by the Customer, unless otherwise specified, the
Customer shall not charge ATS for the cost.
1.1.2 ATS will continue to operate Camera Systems installed prior to the Effective Date of this
Agreement.
1.1.3 ATS will assist the Customer with Site Selection Analysis of candidate sites for any new
sites to be installed following the Effective Date of this Agreement.
1.1.4 ATS will install any Camera System(s) at a number of intersections or other locations as
mutually agreed upon between ATS and the Customer after completion of Site Selection
Analysis.
1.1.5 ATS will operate each Camera System on a 24-hour basis, barring downtime for
maintenance, normal servicing activities, or other unforeseen instances (i.e., acts of God,
etc.).
1.1.6 ATS' in-house Communications Department will assist the Customer with public
information content and outreach campaign strategies. Depending upon the mutually
agreed-upon strategy, ATS may provide public relations consultants, advertising, or
media relations for an additional fee as described in Exhibit A, Service Fee Schedule.
1.1.7 ATS agrees to provide a secure website (www.violationinfo.com) accessible to Owners
who have received Notices of Violation by means of a Notice#and PIN, which will allow
Violation image and video viewing. As part of the secure website, ATS will provide a
Frequently Asked Questions (F.A.Q.) page. ATS will operate this secure website on a 24-
hour basis, barring downtime for maintenance, normal servicing activities, or other
unforeseen instances (i.e., acts of God, etc.).
1.1.8 ATS will provide technician site visits to each Camera System, as needed to perform
preventive maintenance checks consisting of camera enclosure lens cleaning; camera,
strobe and controller enclosure cleaning; inspection of exposed wires; and, general
system inspections and maintenance.
1.1.9 ATS shall take reasonable best efforts to repair a non-functional Camera System stem within
seventy-two (72) business hours of determination of a malfunction, except for those
causes of Force Majeure as outlined in Section 18 in the General Terms and Conditions
of this Agreement.
1.1.10 For any customer using ATS lockbox or epayment services, ATS will establish a
dedicated demand deposit account. If Customer is more than sixty (60) days past due on
payments to ATS, ATS may withhold all transfers/sweeps of violation payments to
Customer until Customer becomes current on its payments. One time setup, monthly
merchant account servicing costs and nonsufficient funds fees shall be billed through to
the Customer monthly.
1.1.11 ATS is authorized to charge, collect and retain a convenience fee of up to 5% for each
electronic payment processed. Such fee is paid by the violator.
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1.2 ATS OPERATIONS
1.2.1 If a warning period is required, ATS shall provide the Customer with a one-time warning
period up to thirty (30) days in length following the installation and activation of the first
installed Camera System. Customer shall not be charged a fee for the warning period;
however for any warning period exceeding thirty (30) days the Customer shall be
responsible for the normal monthly Service Fee.
1.2.2 ATS shall provide the Customer with an automated web-based Citation processing
system (Axsis) including image processing, first notice printing and mailing of Citation or
notice of violation per chargeable event and a mailing of a text only reminder notice, a
hearing scheduled letter, a hearing denied letter, an insufficient information letter, and a
dismiss letter. Each Citation or notice of violation shall be delivered by First Class mail to
the Owner within the statutory period. In the case of a transfer of liability by the Owner,
ATS may also mail a Citation or notice of violation to the driver identified in the affidavit of
non-liability or by rental car companies. Costs of certified mailings are priced separately
and paid by the Customer for additional compensation to ATS as indicated in Exhibit A.
1.2.3 Subsequent notices, other than those specified in subsection 1.2.2 may be delivered by
First Class or other mail means for additional compensation to ATS as agreed upon by
the Parties.
1.2.4 ATS shall apply an electronic signature to the Citation when authorized to do so by an
approving law enforcement officer.
1.2.5 ATS shall seek records from out-of-state vehicle registration databases and use such
records to issue Notices of Violation for the Customer according to each pricing option.
ATS assumes this responsibility as a named Customer's agent by signing of DMV
Services Subscriber Authorization found in Exhibit C of this Agreement. ATS reserves
the right to mail Notices of Violation to the address of the Owner obtained through the
DMV, obtained through the National Change of Address (NCOA) database provided by
the United States Postal Service, or obtained through other means including but not
limited to skip tracing.
1.2.6 If Customer is unable to or does not desire to integrate ATS data to its adjudication
system, ATS shall provide one on-line adjudication processing module, which will enable
the adjudication function to review cases, related images, up to six (6) correspondences,
and other related information required to adjudicate the disputed Violation. The system
will also enable the Court staff to accept and account for payments. Any costs charged
by a third party vendor related to the provision of ATS data to the adjudication system are
the responsibility of the Customer.
1.2.7 The Axsis System shall provide the Customer with the ability to run and print standard
system reports. For any reports not readily available from the Axsis System, ATS shall
provide a cost estimate to the Customer for providing such services.
1.2.8 In those instances where damage to a Camera System (or sensors where approved) is
caused by (i) negligence on the part of ATS or its authorized agent(s), (ii) negligence or
recklessness on the part of a driver, or(iii) severe weather or acts of God, ATS shall bear
the cost of repair. For all other causes of damage, Customer shall reimburse ATS for the
cost of repair.
1.2.9 ATS shall provide a help-line to assist the Customer with resolving any problems
encountered regarding its Camera System and/or Citation processing. The help-line shall
function during normal business hours.
1.2.10 As part of its Camera System, ATS shall provide violators with the ability to view
Violations online. This online viewing system shall include a link to the ATS payment
website(s) and may offer the opportunity to download an affidavit of non-liability online.
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Online obtained affidavits, if approved by the Court, may be directed to and processed by
ATS and communicated to the Court via the Axsis transfer described above.
1.2.11 For video retrievals requested by Customer unrelated to enforcement of a Violation,
including but not limited to investigation of a criminal matter, ATS will provide up to one
(1) video retrieval per week at no cost to Customer. For each additional video retrieval,
Customer shall pay a fee, pursuant to Exhibit A("Video Retrieval Fee").
2. CUSTOMER SCOPE OF WORK
2.1 GENERAL IMPLEMENTATION REQUIREMENTS
2.1.1 The Customer shall direct the Chief of Police or approved alternate to execute the ATS
DMV Services Subscriber Authorization (Exhibit C) to provide verification to the State
Department of Motor Vehicles, National Law Enforcement Telecommunications System,
or appropriate authority indicating that ATS is acting on behalf 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.
2.1.2 The Customer is responsible for notifying ATS of any legislative and/or ordinance
changes in writing within forty-eight(48) hours of the first read of the proposed legislation.
ATS will not be responsible for any damages if not notified within the required time.
2.1.3 The Customer is responsible for all final jurisdictional issues.
2.1.4 Once a Notice to Proceed is granted to ATS in writing or by email, the Customer shall not
issue a stop work order to suspend activity on the implementation process, unless
Customer reimburses ATS for costs incurred up to the date the stop work order is issued.
2.1.5 Once a camera system is installed and certified by ATS as operational, it shall be
immediately put into service. If a Camera is inactive for more than seven (7) days for
any reason not caused by ATS, other than Force Majeure as provided in Section 18, the
Customer shall pay a reduced fee of two thousand five hundred dollars ($2,500.00) per
camera per month.
2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS
2.2.1 If the Customer requests that ATS move a Camera System to a new Approach after initial
installation, the Customer shall pay for the costs to relocate the Camera System.
2.2.2 If a construction or improvement project requires an installed Camera System to be
deactivated or requires a Camera System, including imbedded sensors, to be moved or
removed, Customer shall reimburse ATS for its lost revenue and any costs for moving or
removing the Camera System. Customer may elect to reimburse ATS directly or ATS
may recover its costs from program funds in addition to its normal fee.
2.2.3 Prior to the installation of any Camera System, Customer shall provide ATS information
regarding any and all road construction or improvement projects scheduled during the
term of this Agreement for any intersection Approach designated for Camera System
installation.
2.2.4 Customer will design, fabricate, install and maintain any necessary traffic warning signs.
If Customer cannot provide such signage, ATS will do so and Customer shall reimburse
ATS for such costs.
2.2.5 Customer understands that proper operation of the Red Light Camera system requires
access to traffic signal phase connections. Customer, therefore, shall provide free access
to traffic signal phase connections according to approved design. When traffic signal
phase connections are not under the jurisdiction of the Customer, it shall be the
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Customer's responsibility to negotiate agreements with the owner or maintaining agency
of the traffic signal controller and infrastructure in order to provide the required access to
said phase connections and infrastructure and any costs associated with needed
agreements shall be funded by the Customer.
2.2.6 Customer understands that proper operation of the system sometimes requires
attachment of certain items of detection equipment to existing signal masts, mast arms
and / or other street furniture. Customer, therefore, shall provide free access to ATS to
attach of certain items of detection equipment to existing signal masts, mast arms and /
or other street furniture for the proper operation of the system.
2.2.7 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. If
these items are not made available, the costs of any additional conduit or power
infrastructure needed to support installation of the Camera System shall be funded by
Customer. ATS may agree to cover these upfront costs and recover the costs from the
collected revenue in addition to its normal fees. If existing power sources are not
immediately available, Customer will allow ATS to use temporary power until the existing
power is established. In situations where it is not possible to obtain electrical power from
a pre-existing source, Customer shall bear the costs (or reimburse ATS) for
obtaining/routing power. When access to power facilities is not under the jurisdiction of
the Customer, it shall be the Customer's responsibility to negotiate any necessary
agreements with the owner or maintaining agency of the power facility and infrastructure
in order to provide required access to said power facilities and infrastructure. Any costs
associated with the needed agreements shall be funded by the Customer
2.2.8 Customer shall not require ATS to provide installation drawings stamped by a licensed
civil engineer. However,ATS work product and drawings shall be overseen and approved
by an ATS PE and such deliverables shall conform to applicable engineering norms and
reflect the details of installation work to be completed.
2.2.9 Customer shall approve or reject ATS submitted plans within seven (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 ten (10) business days. The
Customer shall provide its best efforts in providing aid in achieving these timeframes for
plan approvals when plans are being reviewed and permitted by any State and/or County
agencies.
2.2.10 Customer, or any department of Customer, shall not charge ATS or its subcontractor(s)
for building, construction, electrical, street use and/or pole attachment permits, including
any fee for traffic control services during installation or maintenance of a Camera System.
Customer shall also fund any and all needed State and/or County permits.
2.2.11 Customer understands and agrees that time is of the essence and that public safety is at
issue and shall issue all needed permits to ATS and its subcontractor(s) within three (3)
business days of plan approval. The Customer shall provide its best efforts to aid in
achieving these timeframes for permit issuance when permitted by any State and/or
County agency.
2.2.12 If required by the submitted design for proper operation, Customer shall allow ATS to
install vehicle detection sensors •in the pavement of roadways within the Customer's
jurisdiction, as permitted. The Customer shall provide its best efforts to aid in acquiring
any and all required permission and permits when the roadway is under the jurisdiction of
the State or County.
2.2.13 Customer shall allow ATS to build needed infrastructure into any existing Customer-
owned easement.
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2.2.14 If use of private property right-of-way is needed, Customer shall assist ATS in acquiring
permission to build in existing utility easements as necessary. Any costs for private
property right-of-way lease/rental costs shall be borne by the Customer as it is expressly
excluded from the base fee structure identified in the fee schedule.
2.3 LAW ENFORCEMENT DEPARTMENT OPERATIONS
2.3.1 Customer shall process each potential Violation in accordance with State Law and/or
Municipality Ordinances within three (3) business days of its appearance in the Law
Enforcement Review Queue, using Axsis to determine which Violations will be issued as
Citations or notices of violation. In the event that Customer fails to process potential
Violations within this timeframe, ATS shall not be liable for failure to issue a notice or
citation within statutory timeframes.
2.3.2 For optimal utilization, Customer workstation computer monitors for Violation review and
approval should provide a resolution of 1280 x 1024.
2.3.3 For optimal data throughput, the Customer workstations should be connected to a high-
speed internet connection with bandwidth of T-1 or greater.
2.3.4 Customer shall provide signatures of all authorized Law Enforcement users who will
review events and approve Citations on forms provided by ATS.
2.4 COURTS OPERATIONS
2.4.1 If Customer does not provide payment processing services, Customer shall use ATS
payment processing services. The fees for lockbox and epayment services are presented
in Exhibit A.
2.4.2 Customer shall provide a judge and court facilities to schedule and hear disputed
Citations.
2.4.3 Customer shall provide the specific text required to be placed on the Citation or notice of
violation to be issued by ATS within thirty (30) days of the Effective Date of this
Agreement.
2.4.4 Customer shall approve the Citation or notice of violation form within fifteen (15) days of
receipt from ATS. ATS reserves the right to make non-substantive formatting or
incidental changes to the Citation or notice of violation without approval by Customer.
2.4.5 ATS shall handle inbound and outbound phone calls and correspondence from
defendants who have questions about court dates, scheduling, payments and other
services provided by the ATS. The 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. The Court shall handle all inbound and outbound
phone calls and correspondence from defendants regarding final citation adjudication by
the judge.
2.4.6 Any potential, one time, direct costs to ATS to develop an interface between the Court
system will be initially paid by ATS and any such cost will be reimbursed to ATS from
collected revenues in addition to the Fees in Exhibit A, Service Fee Schedule 1.
2.5 INFORMATION TECHNOLOGY DEPARTMENT OPERATIONS
2.5.1 In the event that remote access to the ATS Axsis 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.
Confidential
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s
EXHIBIT C
DMV SERVICES SUBSCRIBER AUTHORIZATION
Agency ORI: La St 0 ki 2 1 oo
DATE
Nlets
1918 W.Whispering Wind Dr.
Phoenix, AZ 85085
Attn: Steven E. Correll, Executive Director
Re: Authorization for American Traffic Solutions, Inc. to Perform MVD Inquiry
Dear Mr. Correll:
Please accept this letter of acknowledgement that a Agreement to perform automated enforcement
between c.-; .( et,Se r e, and American Traffic Solutions, Inc. is or will be enacted
and will be or is in force. As a require(nent of and in performance of that Agreement between
G1ty A LJc._ American Traffic Solutions, Inc., it will be necessary for
American Traffic Solutions, Inc. td access Nlets motor vehicle data.
Please accept this letter as authorization from ►I= otc r eoQ C cwt 1/4.0c....4 for American Traffic
Solutions, Inc. to run motor vehicle inquiries. This authorization is and will be in effect for the term of our
Agreement with Nlets and any subsequent renewals.
This authorization will automatically expire upon the termination of the Agreement between
G►;�-( oX ►-a.42. ,cc1X by' and American Traffic Solutions, Inc., and, such authorization is
limited to violations detected by the automated enforcement camera systems. By completing the
information below and signing this letter, I am stating that I am a member of the
CA1ay 04 feo,e,cv..J.. sac„``{{ and have the authority to empower American Traffic Solutions,
Inc. to use ORI l JSl o IIn Lo63 for this function.
:BSC RIBER INFORMATION
Subscriber Agency/Name C, ww y e.ca.l t,7ay 1�v(:e,e,
Nlets Agency ORI tc ott3 40d
Name/Title of Authorized
Representative �'��,� r tc c
Mailing Address 33 (.1.5 8't1.� S�ac,"..u►.e � \..
Fe.A.e,fCA-k wy LDS 9,$'bo3-6-3ds-
Telephone a53- Fax a,53 S•b)5.-a 4„ci
Email
Signature of Authorized '
Representative J/��
i
Date Signed /
Confidential
Page 17 of 17
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