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AG 21-034 - AMERICAN TRAFFIC SOLUTIONS DBA VERRA MOBILITYRETURN TO: Casey Jones EXT: 6713 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEFT./DIV: PD/Traffic 2. ORIGINATING STAFF PERSON: Casey Jones EXT: 6713 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT O 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 J. PROJECT NAME: American Traffic Solutions / Verra Mobility photo enforcement cameras 6. NAME OF CONTRACTOR: American Traffic Solutions dba Verra Mobility ADDRESS: 1150 N. Alma School Road, Mesa, AZ 85201 TELEPHONE 562-201-0807 E-NI A I L: ray.pedrosa@verramobility.com FAX: 480-967-7131 SIGNATURE NAME: Ray Pedrosa ❑irei Qr Tjq'LE Director, Account Management 7. EXI-I I BITS AND ATTACHMENTS: O SCOPE, WORK OR SERVICES A COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES A PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01-01-2021 COMPLETION DATE: 12-31-2026 9. TOTAL COMPENSATION $ 3,135,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: DYES ENO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 10YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY Rl" AINAGE: RETAINAGEAMOUNT:❑RETAINAGEAGREEMENT (SEE CONTRACT) OR ❑RETAINAGEBOND PROVIDED A PURCI-IASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED IF PROJECT MANAGER Casey Jones ❑ DIRECTOR ❑ RISK MANAGEMENT (IFAPPLICABLE) A LAW DK 11-23-2020 (see comments in redline) 11. CO UNCI L APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENTTO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REM INDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INI'll A], IDATE SIGNED ❑ I.A\N/ DEPARTMENT 110 ❑ SIGNA-FORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# COMMENTS: This is for the traffic safety cameras, There is no change in the price of cameras from the prior contact. We pay S4750 per month for each of our 11 cameras = $52250 per month, $52250 x 12 months = $627000 per year. $627000 x 5 year = $3,135,000 total compensation. 2,16-21 - all changes have ben made. mp 2/2017 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement includes the attached Exhibits ("Agreement's and is made by and between American Traffic Solutions, Inc., doing business as Verra Mobility, ("Verna Mobility's and the City of Federal Way, Washington ("Customer'D. WITNESSETH: WHEREAS, Customer desires to maintain a photo enforcement program to enforce traffic violations (the "Program' in accordance with RCW 46.163.170 and FWRC 8.05.090; WHEREAS, public convenience and necessity require the Customer to retain the services of Verra Mobility which has photo enforcement implementation and operations experience and is a leading provider of photo enforcement systems with the Customer and across the country; and WHEREAS, Verra Mobility has the exclusive knowledge, possession and ownership of certain equipment already installed in the Customer, and has licenses, and back -office processes through an automated web -based Citation processing system (collectively referred to as the "AxsisTM System" or "Axsis'� currently used by the Customer for its existing photo enforcement program; and WHEREAS, the Customer finds Verra. Mobility is qualified to perform and is experienced in providing the required services; and WHEREAS, the Customer desires to engage Verra Mobility to provide traffic safety camera services, also known as photo enforcement services; and NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby admitted and acknowledged, the parties agree as follows: By signing below, the parties agree to the terms and conditions of this Agreement. Each individual signing below represents that such individual has the requisite authority to execute this Agreement on behalf of the entity which such individual represents and that all the necessary formalities have been met. AMERICAN TRAFFIC SOLUTIONS, INC. CITY OF FEDERAL WAY, WASHINGTON By: 4J , � By: Name: -"-Garrett Miller Date: F ell, Mayor I Date. Title: Executive Vice President 3/3/2021 ATTEST: BY S phanie Courtney, CMC, a Clerk One: APPROVED AS TO FORM: By:y' 1 C J. Ryan Call, City Attorney Date: This Agreement is effective on January 1, 2021 (the "Effective Date'D. I. I. DEFINITIONS As used in this Agreement, the following words and terms shall, unless the context otherwise requires, have the respective meanings provided below: `Approach One (1) direction of travel on a road or a traffic intersection including up to four (4) contiguous lanes and, if applicable controlled by up to two (2) signal phases, on which a Camera System may be installed upon the mutual agreement of the parties. `Axsis" or `Axsis System" The proprietary back -end system that processes Events and Violations, including the printing and mailing of Citations, the generation of evidence packages, and that provides system generated reports of Violation counts. "Business Hours" Eight (8) hours per day, Monday through Friday, excluding weekends and holidays. "Business Rules': The Business Rules Questionnaire to be completed by Customer and delivered to Verra Mobility setting forth the business rules for the implementation and operation of the Program. "Camera System" or "Camera" A photo -traffic monitoring device consisting of one (1) rear camera, strobe (if applicable), and traffic monitoring device (including the wiring associated with each) capable of accurately detecting a Violation on an Approach with one (1) to four (4) contiguous lanes, depending on the Camera System configuration, which records such data with one (1) or more images of such vehicle. "Camera System", where the context requires, also includes any enclosure or cabinet, wiring, and related appurtenances in which the equipment is stationed. "Camera System" may refer to either a Red Light Safety Camera System, or a Fixed Site School Zone Speed Safety Camera System depending on the context. "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 pursuant to the terms of this Agreement, setting forth in reasonable detail the proposed changes. "Change Order ProposaP: A written statement from Verra Mobility describing the cost of the changes to the work or addition of products or services requested by Customer in a Change Order Notice. "Citation" A citation, notice of violation, notice of infraction, notice of liability 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 in Axsis. "Event": A potential Violation captured by the Camera System. "Fees" The amount payable by Customer to Verra Mobility for equipment, services, and maintenance as set forth in EXHIBIT A. "Fixed Site School Zone Speed Safety Camera System'I A Camera System that uses radar, or other vehicle detection technology, to capture the speed of a motor vehicle in a school zone and generates recorded images of a Violation, and is installed on a mutually agreed upon Approach. `Laws'! all federal, state, or local, laws, ordinances, regulations, and orders. "Notice to Proceed": Written confirmation from Customer that Verra Mobility may proceed with the installation of a given Camera System, a form of which is attached as EXHIBIT C. Page 2 of 22 "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, including a lessee of a motor vehicle under a lease of six months or longer. "Person" or `Persons". Any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association, governmental authority or political subdivision thereof or any other form of legal entity. "Photo Enforcement Infrastructure": the poles, foundation, conduit, and other below -grade infrastructure associated with installing Camera Systems. "Program Revenue": Any penalty, fine, funds, fees or costs paid by a violator for any reason related to any Violation. "Project Time Line": The initial schedule and timelines required to begin the implementation of Customer's project, as mutually agreed upon by the parties. "Red Light Safety Camera System" . A Camera System that uses vehicle detection technology to capture a vehicle violating a red light traffic signal and generates recorded images of a Violation, and is installed on a mutually agreed upon Approach. "System": A Camera System and the related Photo Enforcement Infrastructure. "Violation": A failure to obey an applicable traffic law or regulation, including, without limitation, failure to obey a traffic signal or operating a motor vehicle in excess of the posted speed limit. II. GENERAL TERMS AND CONDITIONS 1. Verra Mobility 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 five (5) years from the Effective Date of this Agreement. This Agreement will automatically extend for a single one-year term if not cancelled by terminated by either party, but will not extend beyond six years without a new agreement being executed.. However, Customer or Verra Mobility 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. FEES AND PAYMENT: 4.1 Customer shall pay for all equipment, services and maintenance based on the fee schedule indicated in EXHIBIT A, Service Fee Schedule 1. 4.2 Invoices shall be in standard Verra Mobility format. Page 3 of 22 4.3 Customer shall pay all Fees due Verra Mobility 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. 4.4 Verra Mobility's Fees will be fixed for the first term of this Agreement and if the Agreement is renewed unit prices may be increased annually, at the sole discretion of Verra Mobility, by the Consumer Price Index (CPI) according to the average change during the prior twelve (12) months in the CPI for All Urban Consumers (CPI-U) for U.S. Customer average, as published by the Bureau of Labor Statistics, U.S. Department of Labor for the Services category listed under Commodity and Service Group. 5. COMMUNICATION OF INFORMATION: Verra Mobility will comply with reasonable requests from Customer for information obtained by Verra Mobility through operation of the Axsis System. Verra Mobility reserves the right to assess a fee for such services if such information is requested by a third -party or if Customer could retrieve the information from the Axsis System without the assistance of Verra Mobility. Verra Mobility will not be under any obligation to provide information directly to non -Customer requesting parties. For any non -Customer requests for information Verra Mobility and Customer shall work collaboratively in a good faith effort to provide requested information in a timely manner, which good faith effort may include, but not be limited to, Customer's review and prior approval of Verra Mobility directly disclosing such information. Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be applicable. 6. CONFIDENTIALITY: No information given by Verra Mobility to Customer will be of a confidential nature, unless specifically designated in writing as proprietary or confidential by Verra Mobility ("Verra Mobility Confidential Information'D. If, however, Verra Mobility does designate certain information as proprietary or confidential, Customer shall treat the Verra Mobility Confidential Information with the same degree of care and same restrictions as Customer treats its own proprietary and confidential information, but in no event with less than reasonable care and reasonable restrictions. Customer will use Verra Mobility Confidential Information solely in connection with its rights and obligations under this Agreement, and will not use Verra Mobility Confidential Information for any other purpose, including but not limited to any use to harm or injure Verra Mobility or in any other way detrimental to Verra Mobility. If Customer receives a request or becomes legally obligated or compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, other demand or request by a governmental agency, or the application of statutes, rules or regulations) to disclose any of the Verra Mobility Confidential Information, Customer will promptly provide Verra Mobility with written notice of such request or requirement before any disclosure, and will cooperate with Verra Mobility's reasonable efforts to obtain confidential treatment of the Verra Mobility Confidential Information. If a protective order or other confidential treatment is not obtained or if Verra Mobility waives its rights under this paragraph, Customer agrees to furnish only so much of the Verra Mobility Confidential Information as it is legally required to furnish and, where appropriate, to exercise its best efforts to obtain written assurances that confidential treatment will be accorded to the Verra Mobility Confidential Information. Customer will give Verra Mobility an opportunity to review the Verra Mobility Confidential Information prior to its disclosure, and Customer will allow Verra Mobility to participate in any related proceeding. Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be applicable. 7. OWNERSHIP OF SYSTEM: Under all circumstances, Verra Mobility shall retain ownership of all Camera Systems and the Axsis System provided for use by the Customer under the terms and conditions of this Agreement. In order to carry out the purposes of this Agreement, for the term of this Agreement, Verra Mobility grants Customer a non - Page 4 of 22 exclusive, non -transferable right to use the Axsis System. On and as of the date of termination of this Agreement, Customer shall be deemed to accept and receive full ownership and control of the Photo Enforcement Infrastructure. Verra Mobility shall retain the ownership rights to all metadata, business intelligence, or other analytics obtained, gathered, or mined by Verra Mobility from the data captured by the Camera Systems and the ALPR Equipment. Furthermore, Verra Mobility has the right to use non -personalized and aggregated Program and ALPR Solution data for its internal business purposes, analytics, statistical analysis, and to perform analyses which would further Customer's Program. 8. INDEMNIFICATION AND LIABILITY: 8.1 Indemnification by Verra Mobility. Verra Mobility agrees to indemnify 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 incurred by any Customer Party arising out of or related to the negligence of, willful misconduct of, or material breach of this Agreement by Verra Mobility, which results 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 negligence of, willful misconduct of, or material breach of this Agreement by any Customer Party or (i) any claim, action or demand (a "Claim") caused by Customer's failure to perform its obligations under this Agreement. 8.2 Indemnification by Customer. Customer hereby agrees to indemnify Verra Mobility 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 "Verra Mobility Party" and collectively, the "Verna Mobility Parties' against any and all Losses which may be imposed on or incurred by any Verra Mobility Party arising out of or related (i) the negligence of, willful misconduct of, or material breach of this Agreement by the Customer which results 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 (a) to the extent caused by the negligence of, willful misconduct of, or material breach of this Agreement by any Verra Mobility Party or (b) any Claim caused by Verra Mobility's failure to perform its obligations under this Agreement. Upon the termination of this Agreement, Customer agrees to indemnify Verra Mobility Parties against any and all Losses which may be imposed on or incurred by any Verra Mobility Party arising out of or related to any Claim related to the Photo Enforcement Infrastructure on the same terms as previously indicated in this paragraph. 8.3 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. 8.4 Limited Liability. In no event shall Verra Mobility's liability under this Agreement exceed the greater of $1,000,000 or the average of the prior twelve (12) months of Fees paid by Customer pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to Page 5 of 22 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. 9. INSURANCE: Verra Mobility shall maintain the following minimum scope and limits of insurance: 9.1 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. 9.2 Workers' Compensation as required by applicable state law, and Employer's Liability Insurance with limits of not less than $500,000 each accident. Verra Mobility 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. 9.3 Comprehensive Business Automobile Liability Insurance for all owned, non -owned and hired automobiles and other vehicles used by Verra Mobility with a minimum $1,000,000 per occurrence combined single limit bodily injury and property damage. 9.4 Customer shall be named as additional insured on the comprehensive general liability policies provided by Verra Mobility under this Agreement. 9.5 Certificates showing Verra Mobility is carrying the above described insurance, and evidencing the additional insured status specified above, shall be furnished to Customer within thirty (30) calendar days after the Effective Date of this Agreement. 10. LIMITED WARRANTY: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VERRA MOBILITY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WITH RESPECT TO THE CAMERA SYSTEMS, THE COMMUNICATIONS DEVICES, THE AXSIS SYSTEM, OR ANY RELATED EQUIPMENT OR SOFTWARE, OR WITH RESPECT TO THE RESULTS OF THE PROGRAM. VERRA MOBILITY WARRANTS THAT ITS CAMERA SYSTEMS, THE AXSIS SYSTEM AND RELATED EQUIPMENT OR SOFTWARE ARE FREE FROM MATERIAL DEFECTS OR THIRD -PARTY CLAIMS OF PATENT INFRINGEMENT AND SHALL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE SCOPE OF WORK, AS DEFINED IN EXHIBIT B OF THIS AGREEMENT, AND DURING THE LIFE OF THIS AGREEMENT. THE CUSTOMER ACKNOWLEDGES THAT AT TIMES SUCH SYSTEMS AND RELATED EQUIPMENT AND SOFTWARE MAY MALFUNCTION OR OTHERWISE NOT OPERATE AS ANTICIPATED. VERRA MOBILITY SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY SUCH MALFUNCTION IN A COMMERCIALLY REASONABLE AND TIMELY MANNER. 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 Page 6 of 22 negotiation, the parties shall participate in professionally -assisted mediation, with a mediator acceptable to both 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: a) damages inconsistent with the Agreement; or, b) punitive damages or any other damages not measured by the prevailing parry's actual damages, and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. 12.3 All aspects of the arbitration will be confidential to the extent allowed by law. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as may be necessary to comply with legal or regulatory requirements. Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be applicable. 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 attorneys' fees and costs incurred by the other party in obtaining such decision, which decision may be entered in any court of competent jurisdiction. Except for the failure of a party to pay arbitration fees and costs that requires resort to the arbitrator to order such payment, the parties will bear their own attorneys' fees in any matter or dispute under this Agreement. 13. CHANGE ORDERS: Customer may request the addition of any products or services that Verra Mobility provides or other changes to the scope of work to be performed under this Agreement by providing a Change Order Notice to Verra Mobility. Upon Verra Mobility's receipt of the Change Order Notice, Verra Mobility shall deliver to Customer a Change Order Proposal. Following Customer's receipt of the Change Order Proposal, the parties shall negotiate in good faith regarding a plan and schedule for implementation of the proposed changes; the time, manner and amount of payment or price and any other matters relating to the proposed changes. Any Change Order Proposal mutually agreed to by the parties in writing shall be incorporated as an addendum to this Agreement. 14. TERMINATION: 14.1 Verra Mobility's services may be terminated: Page 7 of 22 (i) By mutual written consent of the parties; or (ii) For material breach of this Agreement by either party, where the other party fails in any material way to perform its obligations under this Agreement. a) Where Customer is in breach of this Agreement for non-payment of Fees to Verra Mobility, Verra Mobility may exercise any or all of the following remedies: (1) provide Customer written notice and ten (10) days to cure before suspending performance and turning off the Camera Systems; (2) terminate this Agreement for cause where Customer's account remains delinquent sixty (60) days after written notice; and (3) in addition to the foregoing, seek any other available remedies at law or equity. b) Termination under this Subsection 15.1(h) for any reason other than non-payment of Fees by Customer is subject to the condition that the terminating party notifies the other party of its intent 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. (iii) In the event of termination by Verra Mobility under Subsection 15.1(ii) for breach by Customer (including non-payment of Fees), Customer shall pay Verra Mobility an early termination fee based on a price of $120,000 per Red Light Safety Camera System and $120,000 per Fixed Site School Zone Speed Safety Camera System amortized over sixty (60) months on a straight-line basis from the date the Camera System is first installed and operational. The amortization schedule for said costs shall be reduced proportionally for each month each Camera System is or was installed. (iv) Customer recognizes the substantial upfront costs Verra Mobility will incur to procure, provide and install Camera Systems. Customer therefore agrees that any Camera Systems that Customer authorizes through a Notice to Proceed shall remain installed and operational for the duration of the term, unless otherwise mutually agreed. Verra Mobility will bill a restocking or standby fee for any upfront costs associated with the Camera System(s), vehicle(s), or other equipment in the event Customer terminates or suspends a Notice to Proceed. 14.2 Upon termination of this Agreement, including because it has reached the end of its term, the parties recognize that Customer will have to process Events in the "pipeline". Accordingly, the parties shall take the following actions and shall have the following obligations, which survive termination during the wind -down period: (i) Customer shall cease using the Axsis System to capture Events. (ii) Unless it is unlawful to do so, Verra Mobility will, for a period of ninety (90) days, continue to process all Events captured before termination and provide all services associated with processing in accordance with this Agreement and shall be entitled to a monthly fee per Camera System. After such ninety (90) day period, Verra Mobility will terminate all use of the Axsis System for Customer's Program and upon such termination, the Axsis System, including violationinfo.com website, and related lockbox shall no longer be capable of accepting payments. (iii) Except as provided for in Section 15.2(iv) related to the Infrastructure, Customer shall return or allow Verra Mobility to recover all provided equipment within a reasonable time not to exceed ninety (90) days. (iv) Pursuant to Section 7, Customer shall be deemed to accept full ownership and control of the Infrastructure. Upon Customer's request or if otherwise required by law, regulation, or Page 8 of 22 administrative agency, and subject to the limitations set forth herein, Verra Mobility shall remove the Infrastructure Verra Mobility installed in connection with Verra Mobility's performance of its obligations under this Agreement for the actual cost of the removal (presently estimated at approximately $5,000 per Approach) plus an additional 20% service fee (the "Removal Fee"). As part of the services performed for the Removal Fee, Verra Mobility 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 Infrastructure shall not be required to be removed, and Customer shall accept and observe any and all duties, obligations, or liabilities associated with the remaining foundation, conduit, or other below -grade Infrastructure. 14.3 In the event of termination by Verra Mobility for non-payment of Fees by Customer, Verra Mobility shall cease processing Events as of the date of termination. 15. LIMITED AGENCY: Customer hereby grants Verra Mobility the authority to act on its behalf as a limited agent of Customer, and shall cause the applicable law enforcement agency to grant Verra Mobility the authority to act as a limited agent of the law enforcement agency, for the purposes of (i) facilitating establishment and maintaining bank accounts and delivering payment/transfer instructions, if applicable; (ii) access to Department of Licensing records or access to analogous departments for out-of-state DMV records; and (iii) generating and administratively processing recorded images of Events as described in this Agreement and the Business Rules. Verra Mobility and its employees, contractors, agents and servants will in no event be considered to be employees, agents (other than in the limited capacity described herein), or servants of Customer. This Agreement does not and shall not be interpreted as creating a general agency relationship between Verra Mobility and Customer. 16. USE OF SUBCONTRACTORS: From time to time, Verra Mobility may subcontract certain services provided under this Agreement without notice to or consent of Customer. All subcontractors will act in a way consistent with Verra Mobility's obligations under this Agreement. 17. DATA RETENTION: Subject to litigation holds, court orders, changes in law, or other legal requirements applicable to Verra Mobility, Verra Mobility shall maintain the categories of data set forth under the heading "Type of Record" for the periods of time set forth under the heading "Minimum Verra Mobility Retention Period" on EXHIBIT E during the term of this Agreement. Within one hundred -twenty (120) days of the later of the termination of this Agreement or the termination of any wind -down period, Verra Mobility shall at its option either (i) place the Violation Images, Non -Violation Images, Individually Identifiable Violation Records, and Individually Identifiable Non -Violation Records (each as described on EXHIBIT E), not previously disposed of in accordance with the data retention schedule at a secured location with SFTP access or (ii) provide Customer with a hard -drive containing the Violation Images, Non -Violation Images, Individually Identifiable Violation Records, and Individually Identifiable Non -Violation Records, where Customer shall have ninety (90) days to retrieve and validate the information. After ninety (90) days, Verra Mobility shall delete all data from the SFTP location (if applicable) and shall have no further data retention obligations to Customer with respect to such data. 18. 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 or Page 9 of 22 other corporate reorganizational purposes, Verra Mobility may sell, assign, transfer or convey any interest in this Agreement in whole or in part without the written consent of 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, hurricanes, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, or governmental authorities approval delays which are not caused by any act or omission by the parties. The party whose performance is affected agrees to notify the other promptly of the existence and nature of any delay. For the avoidance of doubt, road construction within the control of the Customer is not an event of Force Majeure. The term of the Agreement shall be extended by a period equal to that during which either party's performance is suspended under this section, but in no event past six years from the start date. 20. TAXES: At the time of execution of this Agreement, it is the understanding of the parties that Verra Mobility's services provided hereunder may be subject to federal, state or local taxes including but not limited to excise, sales, use, property or similar taxes or charges. Customer agrees to reimburse Verra Mobility for any such tax or charge if charged against Verra Mobility, and such reimbursement may be paid from Program Revenue retained by the Customer after payment of Verra Mobility fees as set forth in Exhibit A. Such taxes or charges will be invoiced at any time once incurred. 21. NOTICES: Any notices or demand which, under the terms of this Agreement or under any statute, that must or may be given or made by Verra Mobility or Customer shall be in writing and shall be given or made by personal service, first class mail, Federal Express, or by certified mail to the parties at the following addresses: City of Federal Way American Traffic Solutions, Inc. 33325 8t', Ave. S. 1150 North Alma School Road Federal Way, WA 98003 Mesa, Arizona 85201 Attn: Andy J. Hwang, Chief of Police Attn: Legal Department 22. 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 of this Agreement, 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. 23. AMENDMENTS TO THE AGREEMENT: Any changes, modifications or amendments to this Agreement shall be in writing and signed by both parties. 24. INTEGRATION: This Agreement constitutes the sole and only agreement of the parties and supersedes any prior or contemporaneous understanding, written or oral, between the parties respecting its subject matter. Page 10 of 22 25. SURVIVAL: The following provisions of the General Terms and Conditions shall survive the termination of this Agreement: Sections 4, 6, 7, 8, 10, 11, 12, 14, 15, 17, 19, 20 and this Section 25. 26. ADDITIONAL PRODUCTS AND SERVICES: During the term of this Agreement, Customer may desire to add existing products and services offered by Verra Mobility or time -to -time Verra Mobility may propose certain new technologies for Customer to consider and, if so desired, Customer may procure from Verra Mobility the existing products and services, or new technologies, through an amendment to this Agreement upon terms to be mutually agreed upon. 27. PILOTS: From time to time, at the mutual agreement of the parties, Verra Mobility may pilot existing Verra Mobility products and services or products and services that are under development by Verra Mobility or its current or future subcontractors and vendors (each a "Vendor"). During any pilot pursuant to this Section 28, registered owner information shall not be used and no Events will be issued as Citations and no mailing of warnings or Citations will occur. Customer expressly acknowledges that Verra Mobility is under no obligation to retain for any period of time any data produced by any pilot systems. Verra Mobility may request Customer or its employees to provide feedback on the use, quality, viability, features, functionality, or desirability of pilot systems ("Customer Feedback'. All data, drawings, plans, specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or other documents prepared or generated by Verra Mobility or a Vendor or a pilot systems in connection with any pilot shall remain the property of Verra Mobility (the "Pilot Data"). To the extent that such Pilot Data is provided to Customer, Verra Mobility grants to Customer a limited, personal, nonsublicensable, nonexclusive license to use the Pilot Data, solely for evaluation and statistical purposes. Actual program performance may vary from pilot performance. Customer acknowledges and agrees that the terms of this Agreement, except for Sections 6, 8, 9, 11, 12, 16, 19, 21 and this Section 27, shall not apply to any such pilot. Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be applicable. 28. 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 ".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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; EXHIBITS ON FOLLOWING PAGES] Page 11 of 22 EXHIBIT A SERVICE FEE SCHEDULE 1.0 Description of Pricing Fees are based on per camera and are as follows: Product Description Fee* 1-4 Lane Red Light Safety Camera System — the parties shall mutually agree on the $4,750 Fixed Fee per Month per Camera number of Camera Systems to be installed. System, $4,750 Fixed Fee per 1-4 Lane Fixed Site School Zone Speed Safety Camera System — the Parties shall Month per Camera mutually agree on the number of Cameras Systems installed. System Subsequent Notices Mailing Fee — For any additional notices sent by first class $2.00 per page per mail required by the Customer or required by law in excess of the standard set of notices as described in Subsection 1.2.3 of EXHIBIT B, Verra Mobility will charge notice the Customer a Subsequent Notices Mailing Fee. Video Retrieval Fee: Verra Mobility shall retrieve up to one (1) video per week at For all additional video retrievals, the no cost to Customer. fee is $10.00 each. Service Fees: All service Fees per Camera System above includes all costs required and associated with a Camera System installation, routine maintenance, use of Axsis System for back -office operations and reporting, Event processing services, DMV records access, first class mailing of Citations with return envelope, first class mailing of second notice (as needed), lockbox and epayment processing (excluding user convenience fee, which is paid by payor), IVR call center support for general Program questions and public awareness Program support. Any required certified mail, or other special mailing, is not included and the fee is extra and will be billed per unit as published by the US Postal Service. 2.0 Optional Collection Services. Verra Mobility's designated collection's subcontractor 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 applicable state law. Verra Mobility will be entitled to receive portions of the collected revenue as noted below. For those accounts in default that go to collection, this is in addition to Verra Mobility Fees noted in Section 1.0 above. Delinquent Collections Services 30% of Recovered Revenue In the event that Customer elects to have Verra Mobility provide collections services, Customer shall so notify Verra Mobility in writing. Customer agrees that, once Verra Mobility's collections services are elected, Customer may not utilize another vendor for these collections services without prior written consent from Verra Mobility through an amendment to this Agreement. Page 12 of 22 EXHIBIT B SCOPE OF WORK 1. VERRA MOBILITY SCOPE OF WORK 1.1 VERRA MOBILITY IMPLEMENTATION 1.1.1 Verra Mobility agrees to provide Camera System(s), use of the Axsis System and related services to Customer as outlined in this Agreement, excluding those items identified in Section 2 titled "Customer Scope of Work". Verra Mobility and 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 Customer, unless otherwise specified, Customer shall not charge Verra Mobility for the cost. 1.1.2 Customer and Verra Mobility will complete the Project Time Line within thirty (30) days of Agreement execution date, unless mutually agreed to otherwise by the parties. Verra Mobility agrees to make every effort to adhere to the Project Time Line. 1.1.3 Prior to installing a Camera System, Verra Mobility may conduct a statistical analysis of each Approach being considered for a Camera System or Camera Systems ("Site Selection Analysis' to assist Customer in determining which Approaches will be the most beneficial to Customer in pursuit of its traffic safety and enforcement goals. Considerations may include collision history, community safety, police department staff review and engineering and construction feasibility assessment. Camera System installations will be based on mutual agreement by Customer and Verra Mobility. Verra Mobility makes no representations or warranties that any Violation rate estimates will be predictive of actual future traffic Violation rates. 1.1.4 Verra Mobility will install Camera System(s) at a number of Approaches to be mutually agreed upon between Verra Mobility and Customer after completion of Site Selection Analysis and as reflected in a written Notice to Proceed. In addition to any initial installation of Camera Systems the parties may mutually agree to add additional Camera System(s) or Approaches, which shall also be reflected in a written Notice to Proceed as set forth in EXHIBIT C. 1.1.5 Verra Mobility will operate each Camera System on a 24-hour basis, barring downtime for maintenance, normal servicing activities, or other unforeseen instances, unless enforcement times are restricted by law, such as in school zones. 1.1.6 Verra Mobility's Communications Department will assist Customer with public information content and outreach campaign strategies. 1.1.7 Verra Mobility agrees to provide a secure website (www.violarioninfo.com) accessible to Owners/violators 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, a space will be provided for a Frequently Asked Questions (F.A.Q.) page approved by Customer. Verra Mobility will operate this secure website on a 24-hour basis, barring downtime for maintenance, normal servicing activities, or other unforeseen instances. 1.1.8 Verra Mobility will provide technician site visits to each Camera System, as needed, to perform maintenance checks consisting of camera enclosure lens cleaning; camera, strobe and Page 13 of 22 controller enclosure cleaning; inspection of exposed wires; and, general system inspections and maintenance. 1.1.9 Verra Mobility shall take commercially reasonable best efforts to repair a non-functional System within seventy-two (72) hours (excluding weekends and holidays) of determination of a malfunction. 1.1.10 If Customer is using Verra Mobility facilitated lockbox or epayment services, Customer shall provide Verra Mobility and the applicable payment processor with the items set forth in Section 2.1.6 below. 1.1.11 Verra Mobilityis authorized to charge, collect and retain a service/convenience fee of up to the greater of $5.00 or to 5% of the total payment, for each payment processed through the web, call center, IVR, or other electronic means. Such fee is paid by the payor and retained by Verra Mobility. 1.2 VERRA MOBILITY OPERATIONS 1.2.1 Verra Mobility shall implement and operate the Program in accordance with the provisions of this Agreement and the Customer's Business Rules. 1.2.2 If a warning period is required, Verra Mobility shall provide 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 Customer shall be responsible for the normal monthly Fee. 1.2.3 Verra Mobility shall provide Customer with access to the Axsis System, including image processing, first and second notice printing and mailing per Violation, a hearing scheduled letter, a hearing denied letter, an insufficient information letter, and a dismiss letter. In the case of a transfer of liability by the Owner, the Axsis System shall be setup to mail a Citation to the driver identified in the affidavit of non -liability or identified by a rental car company. All mailings of notices are by first class mail. 1.2.4 Subsequent notices, other than those specified in Subsection 1.2.3 may be delivered by first class or other mail means for additional compensation to Verra Mobility as agreed upon by the parties. 1.2.5 Verra Mobility shall apply an electronic signature, name, or badge number to the Citation as authorized in the Customer's Business Rules. 1.2.6 Verra Mobility shall seek records from vehicle registration databases accessible to Verra Mobility through its limited agent relationship with Customer and use such records to assist Customer in processing Citations. Verra Mobility may mail Citations 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. 1.2.7 The Axsis System shall provide Customer with the ability to run and print standard system reports. Verra Mobility provides a suite of standard program reporting at no charge to clients with active Programs. Upon notice to Customer, Verra Mobility reserves the right to modify the suite of standard program reporting available to Customer, so long as such change applies Page 14 of 22 generally to customers with similar programs. Customized reporting services are available upon written request. The fee for such services shall be mutually agreed upon. 1.2.8 During the twelve (12) month period following the installation of the first Camera System, upon Verra Mobility's receipt of a written request from Customer at least fourteen (14) calendar days in advance of a court proceeding, and if required by the court or prosecutor, Verra Mobility shall provide Customer with or train a local expert witness to testify in court on matters relating to the accuracy, technical operations, and effectiveness of the Camera System or the Axsis System until judicial notice is taken. Customer shall use its best efforts to obtain judicial notice as soon as possible. If a Verra Mobility expert witness is required more than two (2) times during the twelve (12) month period, Customer shall reimburse Verra Mobility for any reasonable time and travel costs incurred for the additional dates. 1.2.9 In those instances where damage to a System (or sensors where applicable) is caused by (i) negligence on the part of Verra Mobility or its authorized agent(s), Verra Mobility shall bear the cost of repair or (h) negligence or recklessness on the part of a driver or severe weather or other Force Majeure events, Verra Mobility and Customer shall bear the cost of repair equally with Customer reimbursing Verra Mobility for its portion of the cost of repair. For all other causes of damage, including road construction, Customer negligence, etc. Customer shall reimburse Verra Mobility for the cost of repair. 1.2.10 Verra Mobility shall provide a help -line to assist Customer with resolving any problems encountered regarding its Camera System and/or the Axsis System. The help -line shall function during Business Hours. 1.2.11 As part of the Axsis System, a website will be made available to allow alleged violators the ability to view their Citations online. This online viewing system shall include a link to the Verra Mobility payment website(s) and may offer the opportunity to download an affidavit of non -liability online. Online obtained affidavits, if approved by the court, may be directed to and processed by Verra Mobility processors and communicated to the court via the Axsis transfer described above. 2. CUSTOMER SCOPE OF WORK 2.1 GENERAL IMPLEMENTATION REQUIREMENTS 2.1.1 Unless already provided based on the parties' existing relationship, within seven () business days of the Effective Date of this Agreement, Customer shall provide Verra Mobility with the name, title, mailing address, email address and phone number of: o A project manager with authority to coordinate Customer responsibilities under this Agreement; o Court manager responsible for oversight of all Court -related program requirements; o The police contact; o The court contact; o The person responsible for overseeing payments by violators (might be court); o The Prosecuting Attorney; o The Customer Attorney; o The finance contact (who receives the invoices and will be in charge of reconciliation); o The IT person for the police; o The IT person for the courts; Page 15 of 22 o The public works and/or engineering contact responsible for issuing any/all permits for construction; and o Court manager responsible for oversight of all Court -related program requirements. 2.1.2 Customer and Verra Mobility shall complete the Project Time Line within thirty (30) calendar days of the Effective Date of this Agreement, unless mutually agreed to otherwise by the parties. Customer shall make every effort to adhere to the Project Time Line. 2.1.3 Verra Mobility to provide Customer with a mock-up of the Citation and other notices within fifteen (15) days of the Effective Date of this Agreement. Customer shall provide a revised draft of the Citation and other notices in accordance with the Laws applicable to Customer within fifteen (15) days of receipt of the mock-ups from Verra Mobility. 2.1.4 Customer shall designate a Customer account for deposit / settlement of funds paid by violators. Within seven (7) business days of receipt by Customer, Customer shall provide Verra Mobility completed banking forms, which may include among others a participation agreement and submerchant agreement with the payment processor as well as a bank verification letter prepared by the Customer's settlement account's bank, and a Form W-9, Request for Taxpayer Identification Number and Certification. 2.1.5 Customer grants Verra Mobility the right to make non -substantive formatting or incidental changes to the Citation form without approval by Customer. 2.1.6 Customer shall direct the law enforcement agency to execute the Verra Mobility DMV Services Subscriber Authorization (substantially in the form attached as EXHIBIT D) to provide verification to the National Law Enforcement Telecommunications System (NLETS), State Department of Licensing, or appropriate authority indicating that Verra Mobility 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. 2.1.7 Customer shall prepare the Business Rules for implementation and operation of the Program. 2.1.8 Customer is responsible for notifying Verra Mobility of any local legislative and/or ordinance changes in writing within forty-eight (48) hours of the first read of the proposed legislation. Verra Mobility will not be responsible for complying with any change in applicable local law, until such time as Verra Mobility has been notified by Customer in writing of the change in law. 2.1.9 Customer is responsible for all final jurisdictional issues, including but not limited to as they pertain to issuance of Citations, adjudication of Violations, and intergovernmental authorities. 2.1.10 Once a Notice to Proceed is granted to Verra Mobility in writing, Customer shall not issue a stop work order to suspend activity on the implementation process, unless Customer reimburses Verra Mobility for costs incurred up to the date the stop work order is issued. 2.1.11 Customer shall not use the Camera Systems or Axsis for any purpose not permitted by Law. 2.1.12 Customer shall process each Event 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 Events constitute Violations that will be issued as Page 16 of 22 Citations. In the event that Customer fails to process Events within this timeframe, Verra Mobility shall not be liable for failure of the Axsis System to allow Customer to issue a notice or Citation within statutory timeframes. 2.1.13 In the event that remote access to the Axsis System is blocked by Customer network security infrastructure, Customer's Department of Information Technology shall coordinate with Verra Mobility to facilitate appropriate communications while maintaining required security measures. 2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS 2.2.1 All Camera Systems are intended to remain installed for the duration of the Agreement. If Customer requests that Verra Mobility move a System to a new Approach after initial installation, Customer shall pay for the total cost to relocate the System; provided however, Verra Mobility will relocate the Transportable Safety Camera Systems up to one time per month at no cost to Customer. 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 pay a reduced monthly fee of $2,500 per month for the deactivated Camera System during the time the Camera System is deactivated and pay any costs incurred by Verra Mobility for removing, and if applicable reinstalling, the System. If System may be reinstalled after project is completed, in lieu of paying the reduced monthly Fee while Camera System is deactivated Customer may instead elect through a Change Order, or other written modification to the Agreement, to extend the current term of the Agreement for the time period the Camera System was deactivated. 2.2.3 Prior to the installation of any new System, Customer shall provide Verra Mobility information regarding any and all road construction or improvement projects scheduled during the term of this Agreement for any Approach designated for System installation. In addition, within thirty (30) days of becoming aware of anticipated construction that may result in the deactivation of a System or otherwise impact an Approach during the term of this Agreement, Customer shall notify Verra Mobility of any such construction. 2.2.4 Customer will design, fabricate, install and maintain camera warning signs required by law for purposes of operating the Program. If Customer cannot provide such signage, Verra Mobility will do so, and Customer shall reimburse Verra Mobility for such costs. 2.2.5 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 Verra Mobility to attach certain items of detection equipment to existing signal masts, mast arms and/or other street furniture if required for the proper operation of the System. 2.2.6 Customer shall allow Verra Mobility to access power from existing power sources at no cost and, if applicable, shall allow or facilitate access to traffic signal phase connections to a pull box, pole base, or controller cabinet nearest to each System within 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 System shall be funded by Customer, which funding may come from Program Revenue retained by the Customer after payment of Verra Mobility fees as provided in Exhibit A. Verra Mobility may agree to cover these upfront costs and separately bill Customer through the monthly invoice. If existing power sources are not immediately Page 17 of 22 available, Customer will allow Verra Mobility 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 Verra Mobility) for obtaining/routing power. When access to power facilities is not under the jurisdiction of Customer, it shall be 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 Customer. 2.2.7 Verra Mobility installation plans, where required by Law, shall be approved by a licensed professional engineer and such deliverables shall conform to applicable engineering norms and reflect the details of installation work to be completed. 2.2.8 Customer shall approve or reject Verra Mobility submitted plans within seven (7) business days of receipt. Customer shall use best efforts to ensure that the total duration between submittal and finalization does not exceed ten (10) days for plan approvals when plans are being reviewed and permitted by any state, county, and/or local agencies. 2.2.9 Customer, or any department of Customer, shall not charge Verra Mobility or its subcontractor(s) for building, construction, electrical, street use and/or pole attachment permits, including any fee for traffic control services and permits during installation or maintenance of a System. Customer shall also apply for, when in Customer's name, or coordinate the application for, when in the name of a Customer agency, school, or school district, and fund any and all needed state, local, and/or county permits, including any traffic control permits. 2.2.10 Customer understands and agrees that time is of the essence and that public safety is at issue and shall issue all needed permits to Verra Mobility and its subcontractor(s) within three (3) business days of plan approval. Customer shall provide its best efforts to aid in achieving these timeframes for permit issuance when permitted by any state, county, and/or local agency. 2.2.11 If required by the submitted design plan for proper operation, Customer shall allow Verra Mobility to install vehicle detection sensors in the pavement of roadways within Customer's jurisdiction, as permitted. 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. 2.2.12 Customer shall allow Verra Mobility to build needed infrastructure into any existing Customer - owned easement. 2.2.13 If use of private property right-of-way is needed, Customer shall assist Verra Mobility 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 Customer as it is expressly excluded from the base fee structure identified in the fee schedule. 2.3 COURTS OPERATIONS 2.3.1 Customer shall provide a judge or hearing officer and court facilities to schedule and hear disputed Citations. Page 18 of 22 2.3.2 Customer shall handle inbound and outbound phone calls and correspondence from defendants who have questions about disputes and other issues relating to Citation adjudication. Customer may refer citizens with questions regarding the Camera System technology and processes to websites and/or toll free telephone numbers provided by Verra Mobility for that purpose. 2.2.1 Verra Mobility shall provide one (1) online adjudication processing module in Axsis for use by the Customer which will enable the adjudication function to review cases, related images, and other related information required to adjudicate disputed Citations. If instead of using the online adjudication processing module in Axsis Customer desires to integrate Verra Mobility data into its adjudication system, subject to feasibility, Verra Mobility shall provide a court interface. Customer is responsible for the cost of development of any such court interface, including any costs charged by a third -party vendor. Customer is responsible for entering all final dispositions of Citations including all payments of Citations into the Axsis System, either directly through the online adjudication processing module or through the court interface. Page 19 of 22 EXHIBIT C FORM OF NOTICE TO PROCEED Reference is made to the Standard Professional Services Agreement by and between American Traffic Solutions, Inc., doing business as Verra Mobility ("Verra Mobility's and ("Customer's, dated as of [date] (the "Agreement'. Capitalized terms used in this Notice to Proceed shall have the meaning given to such term in the Agreement. Customer hereby designates this implementation of Systems at the Approaches listed below. Verra Mobility shall make its best efforts to install a System within sixty (60) days of permits being granted and power delivered for each agreed -upon Approach, providing that Customer has received permission for all implementations in writing from any third -party sources. Below is a list of Approaches provided by Customer, which have been analyzed based on traffic volumes, road geometry, and existing infrastructure and are believed to be locations at which a System would increase public safety. Execution of this Notice to Proceed by Customer shall serve as authorization for the installation of Systems for all Approaches designated as follows: Approach Type of Enforcement Camera System Solution Customer understands that implementation and installation of any Approach is subject to Site Selection Analysis and engineering results. Customer recognizes the substantial upfront costs Verra Mobility will incur to construct and install the Systems for the above listed Approaches. Customer agrees that the Systems authorized by this Notice to -Proceed for the above -listed Approaches shall remain installed and operational for the duration of the current term of the Agreement. Verra Mobility reserves the right to bill Customer for any upfront costs associated with the intersection approaches listed above in the event Customer elects to cancel or suspend the installation. IN WITNESS WHEREOF, Customer has executed this Notice to Proceed as of the date written below. [CUSTOMER] By: Name: Date Title: ACKNOWLEDGED AND AGREED TO BY: AMERICAN TRAFFIC SOLUTIONS, INC. Page 20 of 22 By: Name: Garrett Miller Date Title: Executive Vice President 3/3/2021 EXHIBIT D DMV SERVICES SUBSCRIBER AUTHORIZATION Agency ORI: [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 DMV Inquiry Dear Mr. Correll: Please accept this letter of acknowledgement that an agreement to perform automated enforcement between the Federal Way Police Department on behalf of the City of Federal Way, Washington and American Traffic Solutions, Inc., doing business as Verra Mobility, is or will be entered into and will be or is in force. As a requirement of and in performance of that Agreement between the City of Federal Way, Washington and Verra Mobility it will be necessary for Verra Mobility to access NLETS motor vehicle data. Please accept this letter as authorization from the Federal Way Police Department for Verra Mobility 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 the City of Federal Way, Washington and Verra Mobility, 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 Federal Way Police Department and have the authority to empower Verra Mobility to use ORI for this function. SUBSCRIBER INFORMATION Subscriber Agency/Name NLETS Agency ORI Name/Title of Authorized Representative Mailing Address Telephone Fax Page 21 of 22 Email Signature of Authorized Representative Date Signed EXHIBIT E RETENTION SCHEDULE Tyl2e of Record Minimum VERRA MOBILITY Retention Period Violation Images LE2010-052 Retain until exhaustion of appeal process -then destroy. Non -Violation Images LE2010-053- Retain until verification that no violation was captured, and then destroy. Individually Identifiable Violation Records LE2010-052-Retain until exhaustion of appeal process -then destroy. Individually Identifiable Non -Violation Records LE2010-053-Retain until verification that no violation was captured, and then destroy. Annual Camera System Calibration/Certification GS50-06B-22-System specifications/certification of Records camera system should be kept for 6 years after the system/equipment is replaced/disposed of. Maintenance Records GS2012-040- Kept for 6years AFTER asset no longer in use/owned a en . Other Program Records TA Analysis Reports GS50-18-34-Kept for 6years after analysis or report is completed, and then ftew,frred to Customer for qppraisaZ Type of Record Minimum VERRA MOBILITY Retention Period. Violation Images LE2010-052 Retain until exhaustion of appeal process -then destroy. * Violation Image: an image of a Violation issued as a Citation. Individually Identifiable Violation Records: a record containing individually identifiable information pertaining to a Violation issued as a Citation. ** Non -Violation Image: an image of an Event not issued as a Citation. Individually Identifiable Non -Violation Records: a record containing individually identifiable information pertaining to an Event not issued as a Citation. This records retention schedule does not apply to any Event data captured by the Camera System, but not uploaded into Axsis. Page 22 of 22 COUNCIL MEETING DATE: January 19, 2021 ITEM #:. . . ........................ 51 CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: ATS VERRAMOBILITY TRAFFIC SAFETY CAMERAS POLICY QUESTION: Should the City enter into another Professional Services Agreement with ATS VerraMobility for traffic safety cameras? COMMITTEE: Parks, Recreation, Human Services and Public Safety MEETING DATE: Jan. 12, 2021 Council Committee - (PRHS&PS) CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Commander Case Jones DEPT: PD _y._ Attachments: 1. Staff Report 2. Proposed agreement Options Considered: 1. Approve the proposed agreement. 2. Do not approve the proposed agreement and provide direction to staff. MAYOR'S RECOMMENDATION: Option #1 MAYOR APPROVAL: DIRECTOR APPROVAL: LOP Initial/Date Inival(Datc COMMITTEE RECOMMENDATION: "I move to forward the proposed Agreement to the January 19, 2020 consent agenda, for approval. " V••-- Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the proposed Agreement, and authorize the Mayor to execute said agreement. " (BELOW TO BE COMPLETED BY CITY CLERK'S OFFICE [IUNICII. ACTR APPROVE Uoil P Ce�o COUNCIL BILL # ❑ DENIED First reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED — 11/2019 RESOLUTION # CITY OF FEDERAL WAY MEMORANDUM DATE: January 12, 2021 TO: City Council Members VIA: Jim Ferrell, Mayor FROM: Andy J. Hwang, Chief of Police SUBJECT: American Traffic Solutions/Verra Mobility Professional Service Agreement Photo Enforcement Program Financial Impacts: Our existing program with American Traffic Solutions (ATS) is working well. We are confident that the contract with ATS is appropriate and the fees are reasonable. The reported revenues and fees are closely tracked by our Finance Department. With eleven cameras currently installed, the program continues to be 100 percent violator funded. Background Information: Traffic safety is a high priority for the Police Department and through our Red -Light Photo Enforcement (RLPE) program, we have been using traffic cameras with traffic control devices at intersections and school zones. Through statistical data review, this technology has shown the ability to improve and further enhance traffic safety in multiple locations around the city. The photo -enforced intersections and school zones were chosen by the Police Department as the locations of the highest incidents of red-light running and school zone speeding. As shown by the reduction of the number of traffic infractions over the life of the program, the inference can be made that the photo enforcement program is having the desired effect — drivers are slowing down in school zones and stopping at red lights at monitored intersections. Good driving behavior, evidenced by motorists obeying traffic laws, is much more prevalent with the onset of our photo enforcement program. The Federal Highway Administration (FHWA) and the National Highway Traffic Safety Administration (NHTSA) maintains that "A comprehensive approach to intersection safety incorporates engineering, education, and enforcement countermeasures to prevent red- light running and improve intersection safety. Red-light camera systems can be a very effective countermeasure to prevent red-light running." (Red -Light Camera Systems Operational Guidelines, FHWA, January 2005.) 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 Rev. 7/18 evaluate the effectiveness of the red-light photo enforcement program with regard to safety, traffic flow, and motorist compliance with traffic control devices. Paul Our current Professional Services Agreement with ATS expires December 31, 2020. We recommend council approval to enter into a new five-year contract with American Traffic Solutions for a term that starts on 01-01-2021 and runs through 12-31-2025. This Agreement would automatically extend for a subsequent one-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, making the contract persist until 12-31-2026. Our RLPE program is achieving the desired voluntary compliance results we anticipated. Below is an excerpt from 2019 traffic report. The statistics show that the number of collisions has decreased when compared to years before the installation of cameras and when compared to the first years of cameras in 2008 and 2009. "The following data compares the number of collisions occurring in all RLPE intersections prior to and after the implementation of the program. RLPE Intersections Year S 348th/Enchanted Pkwy S 2005 41 2006 44 2007 1 38 2008* 33 —Total Collisions S 3201h/Pacific Hwy S I S 312th/Pacific Hwy S 54 18 58 26 = 35 19 48 32 2009* 49 52 23 2010 2011 20 33 18 26 22 20 2012 26 22 1 11 24 2013 21 22 2014 18 12 23 2015 14 8 19 2016 10 11 23 2017 16 15 12 2018 26 16 33 2019 29 27 26 M Because 2008 and 2009 were inception/expansion years for the program, the most accurate comparison is reflected during the "fully operational" years of 2010 and later. # Collision statistics starting in 2014 are now complied solely using the SECTOR (Statewide Electric Collision & Ticket Online Records) database" Rev. 7/18 3/16/2021 Washington State Department of Revenue Washington State Department of Revenue < Business Lookup License Information: Entity name: AMERICAN TRAFFIC SOLUTIONS, INC. Business VERRA MOBILITY name: Entity type: Profit Corporation UBI #: 602-548-774 Business ID: 001 Location ID: 0001 Location: Active Location address: 1150 N ALMA SCHOOL RD MESA AZ 85201-3000 Mailing address: 1150 N ALMA SCHOOL RD MESA AZ 85201-3000 Excise tax and reseller permit status: Click here Secretary of State status: Click here Endorsements Endorsements held License # Count Details v M. New search Back to results Filter Status Expiratio First issu; https://secure.dor.wa.gov/gteunauth/_/#7 1 /4 3/16/2021 Washington State Department of Revenue Endorsements held License # Count Details Status Expiratio First issu; Burien General 11451 Active Oct-31-2 Jun-04-2 Business - Non - Resident Federal Way 08-102700-00 Active Oct-31-2 Jun-06-2 General Business - Non -Resident Issaquah General Active Oct-31-2 May-21-, Business - Non - Resident Kirkland General Active Oct-31-2 May-29-, Business - Non - Resident i Lynnwood 013799-07-20 Active Oct-31-2 Jan-03-2i General Business - Non -Resident Marysville 4535CON101 , Active Oct-31-2 Jun-29-2 General Business - Non -Resident Mercer Island 160759 Active Oct-31-2 Oct-09-2 General Business - Non -Resident Puyallup General 2007249 Active Oct-31-2 Jun-23-2 Business - Non - Resident Spokane General T12053338BU Active Oct-31-2 Oct-15-2 Business - Non - Resident https://secure.dor.wa.gov/gteunauth/_/#7 2/4 3/16/2021 Endorsements held License # Washington State Department of Revenue Count Details Status Expiratio First issu; Wenatchee 100292 General Business - Non -Resident Active Oct-31-2 Oct-16-2 Governing People May include governing people not registered with Secretary of State Governing people CHIODO, PATRICIA COLLINS, REBECCA KAVATHAS, MICHAEL MILLER, GARRETT ROBERTS, DAVID YOUNG, KRISTEN Registered Trade Names Registered trade names Status AMERICAN TRAFFIC Active SOLUTIONS, INC. VERRA MOBILITY Active First issued Oct-17-2005 Jun-20-2018 The Business Lookup information is updated nightly. Search date and time: 3/16/2021 9:51:54 AM https://secure.dor.wa.gov/gteunauth/_/#7 3/4 3/16/2021 Washington State Department of Revenue Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.gov/gteunauth/_/#7 4/4