HomeMy WebLinkAboutContract o- ��
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CAG-17-172
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement includes the attached Exhibits ("Agreement") and is made by and
between American Traffic Solutions, Inc. ("ATS"),with its principal place of business at 1150 N.Alma School
Road, Mesa, AZ 85201, and the City of Renton, Washington, a municipal corporation of the state of
Washington ("City"), with principal offices at 1055 South Grady Way, Renton, WA 98057 (ATS and City
individually, a "Party", and collectively, the "Parties"). This Agreement sets forth the terms, conditions and
obligations of the Parties.
WITNESSETH:
WHEREAS, the City desires to implement and operate a traffic safety camera system pursuant to
Washington State Law 46.63.170; and
W HEREAS, public convenience and necessity require the City to obtain the services of ATS which
has photo enforcement implementation and operations experience and is a leading provider of photo
enforcement systems with the City and across the country; and
WHEREAS, ATS has the exclusive knowledge, possession and ownership of certain equipment
already installed in the City, and has licenses, and back-office processes through an automated web-based
Citation processing system (collectively referred to as the "AxsisT"^ System" or"Axsis") currently used by
the City for its existing photo enforcement program; and
WHEREAS, the Ciry finds ATS is qualified to perform and is experienced in providing the required
services; and
WHEREAS, the City desires to engage ATS to provide traffic safety camera services, also known
as photo enforcement services; and
NOW,THEREFORE, the Parties herein do mutually agree as follows:
The attached Exhibits include:
EXHIBIT A..............SERVICE FEE SCHEDULE
EXHIBIT B..............SCOPE OF WORK
EXHIBIT C..............ADDITIONAL CAMERA LOCATIONS
EXHIBIT D..............FORM NOTICE TO PROCEED
EXHIBIT E..............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 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.
[SIGNATURE PAGE ON FOLLOWING PAGE]
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� ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS. INC. CITY OF RENTON,WASHINGTON
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By: �� l� By: �/?�! �� ������111�
Elizabeth Caracciolo Date enis Law, May �� en, (`,/� �� l�
Senior Vice President/General Name/Title _ P ^ FC �r/
.► G .�`...���n�h�� Q �/
Manager, Government Solutions =��_;�,.ys�oA F�,,h,�'p �i�
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ATTEST: ;
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BY� �� �l ��J W A`'��
Megan Gregor �"'
Deputy City Clerk
APPROVED AS TO FORM:
BY� �_�ilv�o �...,� _ . , .-
�han'e Mo ney, ,ity t Date
This Agreement is effective on the date of execution by the last signatory to this cover page ("Effective
Date").
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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PROFESSIONAL SERVICES AGREEMENT........................................................................................... 1
I. DEFINITIONS.................................................................................................................................4
II. GENERAL TERMS AND CONDITIONS..........................................................................................5
1. ATS AGREES TO PROVIDE:...................................................................................................5
2. CITY AGREES TO PROVIDE:..................................................................................................5
3. TERM: .....................................................................................................................................5
4. ASSIGNMENT: ........................................................................................................................5
5. FEES AND PAYMENT:............................................................................................................5
6. SITE SELECTION ANALYSIS:.................................................................................................5
7. COMMUNICATION OF INFORMATION: ..................................................................................6
8. CONFIDENTIAL INFORMATION:.............................................................................................6
9. OWNERSHIP OF SYSTEM:.....................................................................................................6
10. INDEMNIFICATION: ................................................................................................................6
11. INSURANCE:...........................................................................................................................7
12. STATE LAW TO APPLY:..........................................................................................................8
13. DISPUTE RESOLUTION:.........................................................................................................8
14. CHANGE ORDERS:.................................................................................................................9
15. TERMINATION: .......................................................................................................................9
16. AMENDMENTS TO THE AGREEMENT:................................................................................ 10
17. ADDITIONAL SERVICES:......................................................................................................10
18. LEGAL CONSTRUCTION: ..................................................................................................... 10
19. PRIOR AGREEMENT SUSPENDED:.....................................................................................11
20. LIMITED AGENCY:................................................................................................................ 11
21. FORCE MAJEURE:................................................................................................................11
22. TAXES:..................................................................................................................................11
23. NOTICES:..............................................................................................................................11
24. SURVIVAL:............................................................................................................................ 11
25. EXECUTION:......................................................................................................................... 11
EXHIBITA............................................................................................................................................. 13
SERVICEFEE SCHEDULE............................................................................................................... 13
EXHIBITB............................................................................................................................................. 15
SCOPEOF WORK............................................................................................................................ 15
1. ATS SCOPE OF WORK..................................................................................................... 15
2. CITY SCOPE OF WORK.................................................................................................... 17
EXHIBITC............................................................................................................................................21
ADDITIONAL CAMERA LOCATIONS................................................................................................21
EXHIBITD ............................................................................................................................................22
FORM OF NOTICE TO PROCEED...................................................................................................22
EXHIBITE.............................................................................................................................................24
DMV SERVICES SUBSCRIBER AUTHORIZATION..........................................................................24
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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. "Business Rules": The Business Rules Questionnaire to be completed by City and delivered to ATS
setting forth the business rules for the implementation and operation of the Program.
4. "Camera System" or "Camera": A photo-traffic monitoring device consisting of one (1) rear camera,
strobe and, if necessary, one (1)front camera with strobe for driver image, and traffic monitoring device
(including the wiring associated with each)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, wiring, and related
appurtenances in which the equipment is stationed. "Camera System" may refer to either a red light or
fixed site school zone speed safety camera system,depending on the context, and also includes any and
all Camera Systems installed in the City and owned by ATS prior to the effective date of this Agreement.
5. "Change Order Notice": Written notice from the City 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.
6. "Change Order Proposaf': A written statement from ATS describing the cost of the changes to the work
or addition of products or services requested by City in a Change Order Notice.
7. "Citation": A citation, notice of violation, notice of infraction 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.
8. "Designated Safety Zone": A designated safety zone in which a Camera System may be installed or
deployed.
9. "EvenY': An image captured of a potential volation.
10. "Fees": The amount payable by City to ATS for equipment, services, and maintenance as set forth in
EXHIBIT A.
11. "Fixed Site School Zone Speed Safety Camera System": A Camera System installed in a Designated
Safety Zone.
12. "Notice to Proceed": Written confirmation from City that ATS may proceed with the installation of a given
Camera System, a form of which is attached as EXHIBIT C.
13. "Owne�': 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.
14. "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 entity.
15. "Project Time Line": The initial schedule and timelines required to begin the implementation of City's
project, as mutually agreed upon by the Parties.
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16. "Red Light Safety Camera System": A Camera System installed at an intersection Approach.
17. "System": A Camera System and the reiated Infrastructure.
18. "Violation": A failure to obey an applicable traffic law or regulation, including, without limitation, failure
to obey a traffic signal, or operation of a motor vehicle in excess of the posted speed limit.
II. GENERAL TERMS AND CONDITIONS
1. ATS AGREES TO PROVIDE:
The scope of work identified in EXHIBIT B, Section 1.
2. CITY 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
beginning on September 6, 2017. This Agreement will automatically extend for consecutive five(5)year
terms. However, Ciry or ATS 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 or
other corporate reorganizationat purposes, ATS may sell, assign, transfer or convey any interest in this
Agreement in whole or in part without the written consent of City.
5. FEES AND PAYMENT:
City shall pay for all equipment, services and maintenance based on the fee schedule indicated in the
EXHIBIT A, Service Fee Schedule 1.
5.1 City 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°/a per month on open
balances. If City 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 Citation payments to City until City becomes
current on its payments or (ii) exercise any other remedies pursuant to Section 14(iii) of this
Agreement for non-payment of Fees by City.
5.2 Invoices shall be in standard ATS format.
5.3 ATS's Fees will be fixed for the first five(5)year term of the Agreement; thereafter, unit prices will
increase at the beginning of each five (5) year renewal term 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. City average, as published by the Bureau of Labor Statistics, U.S.
Department of Labor for the Services category listed under Commodity and Service Group.
6. SITE SELECTION ANALYSIS:
Prior to installing any System, ATS may conduct a statistical analysis of each road or intersection
Approach being considered for a System or Systems ("Site Selection Analysis") to assist City in
determining which road or Approaches will be the most beneficial to Ciry in pursuit of its traffic safety and
enforcement goals. For any road or Approach recommended by City,ATS may deploy or install a System
if a constructability analysis concludes a deployment or an installation is feasible. ATS makes no
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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 from City for information obtained by ATS through operation
of the AxsisT"^ System. ATS reserves the right to assess a fee for such services. Unless ATS is deemed
a"Custodian of Record", under applicable"Public Records AcY'laws or similar laws,ATS will not be under
any obligation to provide information directly to non-City requesting parties. Should ATS choose to
respond to non-City requesting parties, ATS and City 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, City's review and prior approval of ATS disclosing information.
8. CONFIDENTIAL INFORMATION:
No information given by ATS to City will be of a confidential nature, unless specificaliy designated in
writing as proprietary or confidential by ATS ("ATS Confidential Information"). If, however, ATS does
designate certain information as proprietary or confidential, City shall treat the ATS Confidential
Information with the same degree of care and same restrictions as City treats its own proprietary and
confidential information, but in no event with less than reasonable care and reasonable restrictions. City
will use ATS Confidential Information solely in connection with its rights and obligations under this
Agreement, and wiil not use ATS Confidential Information for any other purpose, including but not limited
to any use to harm or injure ATS or in any other way detrimental to ATS. If City receives a request or
becomes legally obligated or compelled (by deposition, interrogatory, request for documents, subpoena,
civil investigative demand, other demand or request by governmental agency or the application of
statutes, rules and regulations under the federal securities laws or similar process)to disclose any of the
ATS Confidential Information, City will promptly provide ATS with written notice of such request or
requirement before any disclosure, and will cooperate with ATS' reasonable efforts to obtain confidential
treatment of the ATS Confidential Information. If a protective order or other confidential treatment is not
obtained or if ATS waives its rights under this paragraph, City agrees to furnish only so much of the ATS
Confidential Information as it is legally required to fumish and, where appropriate, to exercise its best
efforts to obtain written assurances that confidential treatment will be accorded to the ATS Confidential
Information. City will give ATS an opportunity to review the ATS Confidential Information prior to its
disclosure, and City will allow ATS to participate in any related proceeding. However, nothing in this
paragraph shall be construed contrary to the terms and provisions of any"Public Records AcY' or similar
►aws, insofar as they may be applicable.
9. OWNERSHIP OF SYSTEM:
Under all circumstances, ATS shall retain ownership of all Camera Systems and the AxsisT"" System
provided for use by the City under the terms and conditions of this Agreement. In order to carry out the
purposes of this Agreement, for the term of this Agreement, ATS grants City a non-exclusive, non-
transferable license to use the AxsisT"' System.
10. INDEMNIFICATION:
10.1 Indemnification by ATS. Subject to Section 10.3, ATS agrees to indemnify City and its managers,
officers, directors, employees, agents, representatives and successors (individually a "City Party"
and collectively, the "City Parties") against all claims, liabilities, obligations, losses, damages,
penalties and judgments(collectively,"Losses"), which may be imposed on or incurred by any City
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 City Party.
10.2 Indemnification by Ciry. Subject to Section 10.3, City hereby agrees to indemnify ATS and its direct
and indirect subsidiaries, managers, officers, directors, employees, agents, representatives and
successors (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 City, its employees, contractors or agents which result in death
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or bodily injury to any natural person (including third parties)or any damage to any reai or tangible
personal property(including the personal property of third parties), except to the extent caused by
the gross negligence or wiliful misconduct of ATS. Upon the termination of this Agreement and
subject to Section 10.3, City agrees to indemnify ATS Parties against any and ali Losses which
may be imposed on or incurred by any ATS Party arising out of or related to (a) any claim, action
or demand (a "Claim") related to the Systems, if City retains the Systems or (b) if City elects for
ATS to remove the Systems pursuant to Section 15.2(iv), any Claim related to the foundation,
conduit, or other below-grade infrastructure.
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 Limited Liability. In no event shall ATS'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 City pursuant to this
Agreement. 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. INSURANCE:
ATS shall maintain the following minimum scope and limits of insurance:
11.1 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,OOO.per occurrence and
$2,000,000 aggregate for the Term of this Agreement. Professional Liability insurance with
minimum policy limits of $1,000,000 for each occurrence, shall also be secured for any
professional services being provided to Renton that are excluded in the commercial general
liability insurance. Umbrella or Excess Liability insurance may be used to reach minimum
required coverage limits.
11.2 Workers' Compensation as required by the Industrial Insurance laws of Washington, 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 City.
11.3 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.
11.4 City and its officers and employees, shall be named as additional insured on the
comprehensive general liability policies provided by ATS under this Agreement on a non-
contributory primary basis. ATS shall require any subcontractors doing work under this
Agreement to provide and maintain the same insurance, which insurance shall also name City
and its officers, employees, and authorized volunteers as additional insureds. The City's
insurance policies shall not be a source for payment of any Contractor liability.
11.5 Certificates showing ATS is carrying the above described insurance, and evidencing the
additional insured status specified above, shall be furnished to City prior to the Effective Date
of this Agreement. Such certificates shall show that City will be notified in accordance with the
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policy language relating to cancellations of such insurance policies. ATS shall forthwith obtain
substitute insurance in the event of a cancellation.
11.6 City shall be responsible for vehicle insurance coverage on any vehicles driven by City
employees. Coverage will include liability and collision damage.
11.7 ATS shall provide the City with written notice of any policy cancellation within two (2)
business days of ATS receiving such notice.
11.8 The City does not represent that the minimum required insurance or insurance limits are
adequate to cover all potential claims or related claim costs.
12. STATE LAW TO APPLY:
This Agreement shall be construed under and in accordance with the laws of the State of Washington.
13. 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, 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.
13.1 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.
13.2 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 Party's actual
damages, and the Parties expressly waive their right to obtain such damages in arbitration or
in any other forum.
13.3 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 may be necessary to comply with legal
or regulatory requirements.
13.4 Each Party wiil 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.
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14. CHANGE ORDERS:
City 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's receipt of a Change Order Notice, ATS shall deliver a Change Order Proposal describing
the cost, if any. Following City'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 oniy the
addition of equipment or services to the existing Designated Intersection (as defined in EXHIBIT B)
Approaches or the addition of Approaches to be covered by the terms of this Agreement,to the maximum
extent applicab�e, 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 13. Such Change Order shall not invalidate the procurement process or this Agreement nor
relieve or release ATS or City of any of its obligations under this Agreement unless stated therein.
15. TERMINATION:
15.1 ATS's 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 perfoRn its
obligations under this Agreement.
a) Where City is in material breach of this Agreement for non-payment of
Fees to ATS, then ATS may exercise any or all of the following
remedies: (1) provide City written notice and ten (10) days to cure
before suspending performance and turning off ATS's cameras; (2)
withhold payments to City, as described in Section 5.1; (3) terminate
this Agreement for cause where City's account remains delinquent
sixty(60)days after written notice; and(4)in addition to the foregoing,
seek any other available remedies at law or equity.
b) Termination under this subsection for any reason other than non-
payment of Fees by City 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. In the event of Termination by ATS under this subsection for
breach by City (including non-payment of Fees), City shall pay ATS
an early termination fee based on a price of $76,660 per Camera
System amortized over sixty(60)months on a straight-line basis. The
amortization schedule for said costs shall be reduced by 1/60t'' for
each month each Camera System is operational. Said another way,
for every month a Camera System is operational, $1,277 will be
subtracted from the total $76,660 early termination fee for each
Camera System.
15.2 Upon termination of this Agreement, including because it has reached the end of its term, the
Parties recognize that City will have to process Events in the"pipeline", and that ATS accordingly
must assist City 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) City shall cease using the AxsisT"' System to capture Events.
(ii) Unless it is unlawful to do so, ATS shall, 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 of $4,750 per Camera
System. After such ninety(90)day period, ATS shall terminate all use of the AxsisT"" System
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for City's Program and upon such termination,the AxsisT"' System, including violationinfo.com
website, and related lockbox shall no longer be capable of accepting payments.
(iii) Except as provided for in Sections 8 and 15.2(iv) related to the Systems, City shall return or
allow ATS to recover all provided equipment within a reasonable time not to exceed ninety(90)
days.
(iv) Upon City's request or if otherwise required by law, regulation, or administrative agency, and
subject to the limitations set forth herein,ATS shall remove any and all Systems ATS installed
in connection with ATS's performance of its obligations under this Agreement for the actual
cost of the removal (presently estimated at approximately $5,000 per System) plus an
additional 20%service fee(the"Removal Fee"). Such removal shall include but not be limited
to housings, poles and Camera Systems. As part of the services performed for the Removal
Fee, ATS shall restore the surface of City's property to substantially the same condition as
such property was in immediately prior to this Agreement,except forfoundation removal,which
shali be left approximately flush with grade with no exposed bolts, or other hazards. Installed
underground conduit, foundations, and other equipment shall not be required to be removed.
City shall accept and observe any and all duties, obligations, or liabilities associated with the
remaining foundation, conduit, or other below-grade Infrastructure.
(v) Within one hundred twenty(120)days of termination of the Agreement,ATS shall provide Ciry
all evidence package data and information for all Volations currently maintained on the AxsisT"^
System on behalf of City.The information shail be delivered in the standard ATS format to City
on removable media. Upon delivery of said evidence package data and information City agrees
that ATS is no longer under any obligation to maintain evidence package data or information
and that any public records request for such information shall be responded to exclusively by
City, as City will be the custodian of records for any and all volations and related evidence
package data and inforrnation.
15.3 In the event of termination by ATS for non-payment of Fees by City, ATS shall cease processing
Events as of the date of termination.
16. 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 Work 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
City,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's compensation, which are mutually agreed
upon by and between City and ATS shall be incorporated in written amendments to this Agreement.Such
amendments shall not invalidate the procurement process or this Agreement nor relieve or release ATS
or City of any of its obligations under this Agreement unless stated therein.
17. ADDITIONAL SERVICES:
During the term of this Agreement,from time-to-time ATS may propose certain new technologies for City
to consider(e.g., school bus, bus lane, pedestrian, railroad, other undeveloped technologies, or Program
enhancements) and, if so desired, City may procure from ATS the new technologies through an
amendment to this Agreement upon terms to be mutually agreed upon.
18. 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
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maximum extent possible so as to give effect to the intent of the Parties and shall be reforrned without
further action by the Parties to the extent necessary to make such provision valid and enforceable herein.
19. PRIOR AGREEMENT SUSPENDED:
This Agreement constitutes the sole and only agreement of the Parties and supersedes any prior
understanding, written or oral, between the Parties respecting the written subject matter.
20. LIMITED AGENCY:
ATS shall act as a limited agent of the City solely for purposes of (i) opening and maintaining bank
accounts; (ii)access to DMV records; (iii)generating and administratively processing recorded images of
Events as described in this Agreement and (iv)the Business Rules. Employees, contractors, agents and
servants of ATS shall in no event be considered to be employees, agents (other than in the limited
capacity described herein), contractors or servants of City. This Agreement does not and shall not be
interpreted as creating a general agency relationship between ATS and City.
21. 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 reasonabie control and without its fault
or negligence(an event of"Force Majeure"). 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. For the avoidance of doubt, road construction
is not an event of Force Majeure. The Party whose performance is affected agrees to notify the other
promptly of the existence and nature of any delay.
22. TAXES:
Where required by law, ATS shall pay for and maintain in current status all taxes assessed against ATS
that are necessary for contract performance. City agrees to pay State of Washington sales or use taxes
on all applicable services and materials and agrees to furnish ATS with an exemption certificate where
appropriate, and City agrees to reimburse ATS for any excise taxes if charged against ATS.
23. 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 City 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 address:
City of Renton American Traffic Solutions, Inc.
1055 South Grady Way 1150 N. Alma School Road
Renton, WA�98057 Mesa, Arizona 85201
Attn: Chad Karlewicz, Commander Attn: Legal Department
24. SURVIVAL:
The following provisions of the General Terms and Conditions shall survive the termination of this
Agreement: Sections 5, 8, 9, 10, 12, 13, 15, and this Section 24.
25. 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
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and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted
by facsimile or".pdf" shail be deemed to be their original signatures for any purpose whatsoever.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
EXHIBITS ON FOLLOWING PAGES]
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ExHiBir a
SERVICE FEE SCHEDULE
1.0 Description of Pricing
Fees are based on per camera per month and are as follows:
Product Description Fee per Camera
per Month
1-2 Lane Red Light Safety Camera System —includes existing Camera Systems and
Camera Systems installed subsequent to the effective date of this Agreement - the $3,500
parties shall mutually agree on the number of units to be installed. Fee is for a single
Camera S stem monitorin a sin le direction of travel.
3-4 Lane Red Light Safety Camera System —includes existing Camera Systems and
Camera Systems installed subsequent to the effective date of this Agreement - the
parties shall mutually agree on the number of units to be installed. Fee is for a single $3,750
Camera System monitoring a single direction of travel.
1-4 Lane Fixed Site School Zone Speed Safety Camera System —includes existing
Camera Systems and Camera Systems installed subsequent to the effective date of this
Agreement-the parties shall mutually agree on the number of units to be installed. Fee $4,750
is for a single Camera System monitoring a single direction of travel.
Fee includes u to 800 issued infractions er camera er month.
Service Fees: All Service Fees per Camera System above includes all costs required and associated with
a Camera System installation for monitoring up to 4 lanes and two signal phases, routine maintenance, and
use of A�csis System for back-office operations. Includes camera equipment for monitoring up to 4-lanes
and up to two(2)signal phases, installation, maintenance, Event processing services, DMV records access,
First Class mailing of notice of infraction with return envelope, lockbox and epayment processing services
(excluding per item process fee and user convenience fee), IVR call center support for general Program
questions and public awareness Program support This pricing applies to all Cameras installed within the first
twelve(12)months of the term of this Agreement. Service fees for Cameras installed after the first 12 months
of teRn of this Agreement shall be subject to a negotiated fee or extension of the term of this Agreement.
Monthly service fee includes postage for the first class mailing of the 1 S'and 2"d notices. Any required certified
mail is not included and the fee is extra and will be billed per unit as published by the US Postal Service
(http://www.usqs.com/prices/extra-services-prices.htm).
ATS's monthly fee includes postage for the first class mailing of standard offering. Certified mail is extra and
will be billed per unit as published by the US Postal Service plus a$2.00 per unit service charge.
Fee for Optional Services
1. Issuance of 2"d Notice with return envelope(fee per unit) $1.50
2. Lockbox payment processing service including processing of checks, money orders, $1.50
cashier checks and case as well as initial program setup and ongoing monthly account
fees. fee er processed item
3. Affidavit/Transfer of Liability and New Address processing service — (fee per processed $2.00
item
4. Inbound and outbound call support related to hearing scheduling, payments, disputes, etc. $3.00
fee per call processed
5. Fee per 15�notice of infraction issued above the first 800 per camera per month $5.00
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6. Collections services if allowed by law—includes collections activity on all in-state and out
of state delinquent payments remaining after second notice. Service inciudes noticing, 25% of
phone contact, and credit reporting. ATS will add the collections fee to the outstanding collections
notice balance such that Cit net equals$124.
7. Skip Tracing (per good address located) $3.50
2.0 Ootional Collection Services:
ATS may initiate collection efforts of delinquent notices upon written request by City, so long as
collection of said recovered revenue amounts does not conflict with applicable 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 services. 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 Ciry elects to have ATS provide collections services, City shall so notify ATS in
writing. City agrees that, once ATS's collections services are elected,City may not utilize another
vendor for these collections services without prior written consent from ATS through an
amendment to this Agreement.
3.0 Optional Annual Traininq Conference: ATS may provide a comprehensive user training
conference (the "Conference") for active photo traffic safety and enforcement clients. The
Conference's main focus is training of the AxsisT"^ 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. City shall be
invoiced $100 per month per attendee and can assign up to three (3) project team members to
attend the Conference. The $1,200 fee per attendee will cover travel, accommodations and all
related Conference fees. Any excess funds that are not required for attendance at the
Conference will be refunded to the City.
4.0 Oqtional Public Relations Services: ATS may provide additional public relations services
upon written request by City. 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.
5 0 Video Retrieval Fee: ATS shall retrieve up to one(1)video per week at no cost to City. For all
additional video retrievals, the fee is$10.00 each.
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EXHIBIT B
SCOPE OF WORK
Photo Enforcement(Red Light and Speed Enforcement)
1. ATS SCOPE OF WORK
1.1 ATS IMPLEMENTATION
1.1.1 ATS agrees to provide Camera System(s), use of the AxsisT"'System and related services
to City as outlined in this Agreement, excluding those items identified in Section 2 titled
"City Scope of Work". ATS and City understand and agree that new or previously
unforeseen requirements may, from time to time, be identified and that the Parties shail
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 City, unless otherwise specified, City shall not
charge ATS for the cost.
1.1.2 City and ATS will complete the Project Time Line within thirty (30) days of Agreement
execution date, unless mutually agreed to otherwise by the Parties. ATS agrees to make
every effort to adhere to the Project Time Line.
1.1.3 ATS will conduct a Site Selection Analysis of candidate sites. ATS will assist City in
determining which Approaches wili be the most beneficial to City in pursuit of its traffic
safety and enforcement goals. Considerations may include coliision history, community
safety, police department staff review and engineering feasibility assessment. Camera
System installations will be based on mutual agreement by City and ATS.
1.1.4 ATS will install or deploy Camera System(s) at a number of intersections or Designated
Safety Zones to be mutually agreed upon between ATS and City after completion of Site
Selection Analysis. In addition to any initial Designated Intersections or , the Parties may
mutually agree to add additional Camera System(s) or Approaches, which shall be
reflected in a written Notice to Proceed as set forth in EXHIBIT C.
1.1.5 ATS will operate each Camera System on a 24-hour basis, barring downtime for
maintenance, norrnal servicing activities, or other unforeseen instances (e.g., Force
Majeure event, etc.).
1.1.6 ATS's Communications Department will assist City 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.
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, a space will be provided
for a Frequently Asked Questions (F.A.Q.) page approved by City. ATS will operate this
secure website on a 24-hour basis, barring downtime for maintenance, normal servicing
activities, or other unforeseen instances(e.g., Force Majeure event, etc.).
1.1.8 ATS will provide technician site visits to each Camera System, as needed, to perform
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 actively maintain the System located at each Approach to ensure minimum
standards as set forth in applicable law, or regulation, or ATS service level agreements,
are met or exceeded. ATS shall take reasonable best efforts to repair a non-functional
System within seventy-two(72)hours(excluding weekends and holidays)of determination
of a malfunction, except for causes of Force Majeure.
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1.1.10 If Ciry is using ATS lockbox or epayment services, ATS will establish a dedicated demand
deposit account. If City is more than sixty (60) days past due on payments to ATS, ATS
may withhold all transfers/sweeps of Volation payments to City until City becomes current
on its payments.
1.1.11 ATS is authorized to charge,collect and retain a service/convenience fee of$5.00 or up to
5%of the total payment,for each electronic payment processed,whichever is higher. Such
fee is paid by the violator and retained by ATS to cover the administration of providing this
service.
1.2 ATS OPERATIONS
1.2.1 ATS shall implement and operate the Program in accordance with the provisions of this
Agreement and the City's Business Rules.
1.2.2 If a warning period is required,ATS shall provide City with a one-time warning period up to
thirty(30)days in length following the installation and activation of the first installed Camera
System. City shall not be charged a fee for the warning period; however for any warning
period exceeding thirty(30)days City shall be responsible for the normal monthly Service
Fee.
1.2.3 ATS shall provide City with access to the AxsisT"'System,including image processing,first
notice printing and mailing of Citation 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. The AxsisT"" System shall ensure each Citation or
notice of infraction is delivered by First Class mail to the Owner within the statutory period.
In the case of a transfer of liability by the Owner, the AxsisT"" System shall be setup to mail
a Citation or notice of infraction to the driver identified in the affidavit of non-liability or by a
rental car company. Costs of certified mailings are priced separately and paid by City for
additional compensation to ATS as indicated in EXHIBIT A.
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 ATS as agreed upon by the
Parties.
1.2.5 The AxsisT"" System shall allow the law enforcement o�cer to apply the officer's electronic
signature to the Citation when authorized to do so by an approving law enforcement officer.
1.2.6 ATS shall seek records from out-of-state vehicle registration databases and use such
records to assist City in processing Citations. In its capacity as limited agent pursuant to
the DMV Services Subscriber Authorization found in EXHIBIT D, ATS may seek records
from out-of-state vehicle registration databases. ATS reserves the right to 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 If City is unable to or does not desire to integrate Axsis data to its adjudication system,ATS
shall provide Axsis as an adjudication processing module to allow City to review cases,
related images, and other related information required to adjudicate the disputed Violation.
The AxsisT"' 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 Axsis data to the
adjudication system are the responsibility of City.
1.2.8 The AxsisT"" System shall provide City with the ability to run and print standard system
reports. ATS provides a robust suite of standard program reporting at no charge to clients
with active Programs. Upon notice to City, ATS reserves the right to modify the suite of
standard program reporting available to Ciry, so long as such change applies generally to
Cities with similar programs. Customized reporting services are available upon written
request. The fee for such services shall be mutually agreed upon based on the substance
and form of the report to be provided.
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1.2.9 During the twelve (12) month period following the installation of the first camera, upon
ATS's receipt of a written request from City at least fourteen(14)calendar days in advance
of a court proceeding, and if required by the court or prosecutor, ATS shall provide City
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 AxsisT"" System until
judicial notice is taken. City shali use its best efforts to obtain judicial notice as soon as
possibie. If an ATS expert witness is required more than two (2) times during the twelve
(12) month period, City shall reimburse ATS for any reasonable time and travel costs
incurred for the additional dates.
1.2.10 In those instances where damage to a System (or sensors where applicable)is caused by
(i)negligence on the part of ATS or its authorized agent(s),ATS shall bear the cost of repair
or(ii)negligence or recklessness on the part of a driver or severe weather or other Force
Majeure events, ATS and City shall bear the cost of repair equally with City reimbursing
ATS for its portion of the cost of repair. For all other causes of damage, including road
construction, City negligence, etc. City shall reimburse ATS for the cost of repair.
1.2.11 ATS shall provide a help-line to assist City with resoiving any problems encountered
regarding its Camera System and/or the AxsisT"" System. The help-line shall function
during Business Hours.
1.2.12 As part of the AxsisT"' 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 ATS 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 ATS processors and communicated to the court via the Axsis transfer
described above.
1.2.13 For video retrievals requested by City 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 City. For each additional video retrieval, City shall pay a
fee, pursuant to EXHIBIT A("Video Retrieval Fee").
2. CITY SCOPE OF WORK
2.1 GENERAL IMPLEMENTATION REQUIREMENTS
2.1.1 Within seven (7) business days of the Effective Date of this Agreement, City shall provide
ATS with the name, title, mailing address, email address and phone number of:
o A project manager with authority to coordinate City responsibilities under this
Agreement;
o Municipal 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 City 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;
o The public works and/or engineering contact responsible for issuing any/all permits
for construction; and
o Municipal Court manager responsible for oversight of ali Court-related program
requirements.
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2.1.2 City and ATS 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. City
shall make every effort to adhere to the Project Time Line.
2.1.3 In cooperation with ATS, City shall prepare the Business Rules for impiementation and
operation of the Program.
2.1.4 City shall direct the Chief of Police or approved alternate to execute the DMV Services
Subscriber Authorization, attached as EXHIBIT D, to provide verification to the State
Department of Motor Vehicles, Nationai Law Enforcement Telecommunications System,or
appropriate authority indicating that ATS is acting on behalf of City for the purposes of
accessing vehicle ownership data pursuant to the list of permissible uses delineated in the
Drivers Privacy Protection Act 18 U.S.C. 2721, Section (b} (1) and as may otherwise be
provided or required by any provision of applicable state law.
2.1.5 City is responsible for notifying ATS of any local 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 compiying with any change in applicable local law, until such time as
ATS has been notified by City in writing of the change in law.
2.1.6 City is responsible for all final jurisdictional issues.
2.1.7 Once a Notice to Proceed is granted to ATS in writing, City shall not issue a stop work
order to suspend activity on the implementation process, unless City reimburses ATS for
costs incurred up to the date the stop work order is issued.
2.1.8 Once a Camera System is installed and certified by ATS as operational, it shall be
immediately put into service.
2.1.9 Pursuant to RCW �46.63.170(1)(a), City shall post an annual report of the number of traffic
accidents that occurred at each location where an automated traffic safety camera is
located as well as the number of notices of infraction issued for each camera and any other
relevant information about the automated traffic safety cameras that the City deems
appropriate on the City's web site.
2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS
2.2.1 If City requests that ATS move a System to a new Approach after initial installation, City
shall pay for the costs to relocate the System, which may be up to $120,000 per System.
City may not request the relocation of a site within the first year after installation.
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, City shall continue to pay the Service Fee and any costs for moving or removing
the System, which may be up to $120,000 per System. City 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 System, City 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 System installation.
2.2.4 City will design,fabricate,install and maintain camera warning signs. If City cannot provide
such signage, ATS will do so and City shall reimburse ATS for such costs.
2.2.5 City understands that proper operation of the System requires access to traffic signal phase
connections. City, therefore, shall provide free access to traffic signai phase connections
according to approved design. When traffic signal phase connections are not under the
jurisdiction of City, it shall be City's responsibility to negotiate agreements with the owner
or maintaining agency of the traffic signal controller and infrastructure in order to provide
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the required access to said phase connections and infrastructure and any costs associated
with needed agreements shall be funded by City.
2.2.6 City 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. City, therefore, shall provide free access to ATS to attach 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 If available, City shall allow ATS to access power from existing City 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 System within City's jurisdiction. If these
items are not made available, ATS may agree to cover these costs. If existing power
sources are not immediately available, City wili 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, ATS may bear the costs for obtaining/routing power. When
access to power facilities is not under the jurisdiction of City, the City shall assist ATS in
negotiating 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. If power costs or running of conduit is cost-prohibitive at a certain location,
as determined by ATS, the parties agree to work on finding another mutually agreeable
location.
2.2.8 City 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 City shall approve or reject ATS submitted plans in a timely manner and shall make best
efforts to as few as possible revisions beyond the initially submitted plans. City shall
provide its best efforts in providing aid in achieving expeditious plan approvals when plans
are being reviewed and permitted by any state and/or county agencies.
2.2.10 City, or any department of City, shall not charge ATS or its subcontractor(s)for building or
construction permits. The City may charge ATS for electrical permits, based on the value
of the work, and right of way use permits, as determined by the City's Community &
Economic Development Department.
2.2.11 City understands and agrees that time is of the essence and that public safety is at issue
and shalf issue all needed permits to ATS and its subcontractor(s) as soon as practical
after plan approval. City shall provide its best efforts to aid in achieving expeditious permit
issuance when permitted by any state and/or county agency.
2.2.12 If required by the submitted design for proper operation, City shall allow ATS to install
vehicle detection sensors in the pavement of roadways within City's jurisdiction, as
permitted. City 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 ATS may build needed infrastructure into any existing City-owned easement, conditioned
upon approval from the City.
2.2.14 If use of private property right-of-way is needed, City shall assist ATS in acquiring
permission to build in existing utility easements as necessary. If any fees are required in
securing a private property right-of-way lease/rental the parties shall negotiate in good faith
how the fees shall be paid or the parties may look for a different location.
2.2.15 City shall comply in all aspects with RCW �46.63.170(1)(b).
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2.3 LAW ENFORCEMENT DEPARTMENT OPERATIONS
2.3.1 City 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 Citations.
In the event that City fails to process Events within this timeframe, ATS shall not be liable
for failure of the AxsisT"^ System to allow City to issue a notice or Citation within statutory
timeframes.
2.3.2 For optimal utilization, City workstation computer monitors for Event review and approval
should provide a resolution of 1280 x 1024.
2.3.3 For optimal data throughput, City workstations should be connected to a high-speed
internet connection with bandwidth of T-1 or greater.
2.3.4 City shall provide signatures of all authorized law enforcement users who will review events
and issue Citations on forms provided by ATS for setup of the AxsisT"' System to allow said
users to apply their electronic signatures to a Citation.
2.4 COURTS OPERATIONS
2.4.1 If City does not provide payment processing services, City shall use the AxsisT"^ System
for payment processing services. The fees for lockbox and epayment services are
presented in EXHIBIT A.
2.4.2 City shall provide a judge or hearing o�cer and court facilities to schedule and hear
disputed Citations.
2.4.3 City shall provide the specific text required to be placed on the Citation or notice of
infraction to be issued by City using the AxsisT"" System within thirty (30) days of the
Effective Date of this Agreement.
2.4.4 City shall approve the Citation form within fifteen (15)days of receipt from ATS. ATS may
make non-substantive formatting or incidental changes to the Citation without approval by
City.
2.4.5 City shall handle inbound and outbound phone calls and correspondence from defendants
who have questions about disputes and other issues relating to Citation adjudication. City
may refer citizens with questions regarding the Camera System technology and processes
to websites and/or toll free telephone numbers provided by ATS for that purpose.
2.4.6 Within ten (10) days after expiration of a second notice, City shall pursue delinquent
collections of unpaid notices with an existing contractor or ATS.
2.4.7 Any potential, one-time, direct costs to ATS to develop an interface with 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 AxsisT"^ System is blocked by City network security
infrastructure, City's Department of Information Technology shall coordinate with ATS to
facilitate appropriate communications while maintaining required security measures.
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EXHIBIT C
ADDITIONAL CAMERA LOCATIONS
ATS shall make its best efforts to install additional Camera Systems within thirty(30)days of permits being
granted and power delivered for each agreed-upon location,providing that City has received permission for
all implementations in writing from any third-party sources.
Execution of this Agreement shall serve as written Notice to Proceed by City for the installation of Camera
Systems for all locations designated as follows:
Red Light Safety Camera Locations:
NBParkAveN &Lo anAveN
WB Park Ave N &Lo an Ave N
NB Talbot Road S&S Grad Wa /SR515
SB Talbot Road S&S Grad Wa /SR515
WB S Grad Wa /SR515&Talbot Road S
WB S Pu et Dr/S 15'h St&Talbot Road S/Benson Dr S/SR515
Fixed Site School Zone Speed Safety Camera Locations:
NB 144t''Ave SE
SB 144t''Ave SE Jericho Ave
Implementation and installation of any Approach or location is subject to Site Selection Analysis and
constructability analysis results and must be mutually agreed to by the parties.
Additional Approaches and locations may be selected in addition to the Approaches and locations listed
above and may be selected based on Site Selection analysis, collision history, input, community safety,
recommendations from City and a construction feasibility assessment. The Approaches and locations wiil
be designated by the City, which designation will be based upon City Staff review. Camera installations
will be based on mutual agreement by City and ATS and shall only be installed upon a written Notice to
Proceed (see Exhibit D).
Pursuant to RCW � 46.63.170(1)(a), prior to installation the City shall perform and prepare an analysis of
all the additional Approaches or locations within the jurisdiction where Camera Systems are proposed to
be located.
EXHIBIT D
FORM OF NOTICE TO PROCEED
Reference is made to the Standard Professional Services Agreement by and between American Traffic
Solutions, Inc. ("ATS") and ("City"), dated as of [date] (the "AgreemenY'). Capitalized
terms used in this Notice to Proceed shall have the meaning given to such term in the Agreement.
City hereby designates this[first] phase implementation of cameras at designated intersections. ATS shall
make its best efforts to install a Camera System within thirty(30)days of permits being granted and power
delivered for each agreed-upon Approach, providing that City has received permission for all
implementations in writing from any third-party sources.
Below is a list of locations provided by City, which have been analyzed based on traffic volumes, road
geometry, and existing infrastructure and are believed to be locations at which a Camera System would
increase public safety.
Execution of this Notice to Proceed by City shall serve as authorization for the installation of Camera
Systems for all intersections designated as follows:
Red Light Safety Camera Locations:
NB Park Ave N & Lo an Ave N
WB Park Ave N &Lo an Ave N
NB Talbot Road S &S Grad Wa /SR515
SB Talbot Road S&S Grad Wa /SR515
WB S Grad Wa /SR515 &Talbot Road S
WB S Pu et Dr/S 15t'' St&Talbot Road S/Benson Dr S/SR515
Fixed Site School Zone Speed Safety Camera Locations:
NB 144'"Ave SE
SB 144�h Ave SE Jericho Ave
City understands that implementation and installation of any Approach or location is subject to Site
Selection Analysis and constructability results.
City recognizes the substantial upfront costs ATS will incur to construct and install the Systems for the
above listed intersection approaches or locations. City agrees that the Systems authorized by this Notice
to Proceed for the above-listed Approaches or locations shall remain installed and operational for the
duration of the current term of the Agreement. ATS reserves the right to bill City for any upfront costs
associated with the intersection approaches or locations listed above in the event City elects to cancel or
suspend the installation.
[SIGNATURE PAGE ON FOLLOWING PAGE]
Confidential
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IN WITNESS WHEREOF, City has executed this Notice to Proceed as of the date written below.
CITY OF RENTON,WASHINGTON
By:
Name: Date
Title:
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC.
By:
Elizabeth Caracciolo Date
Senior Vice President/General
Manager, Government Solutions
Confidential
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EXHIBIT E
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 MVD Inquiry
Dear Mr. Correll:
Please accept this �etter of acknowledgement that an Agreement to perForm automated enforcement
between and American Traffic Solutions, Inc. is or will be entered
into and will be or is in force. As a requirement of and in performance of that Agreement between
and American Traffic Solutions, Inc., it will be necessary for
American Traffic Solutions, Inc. to access NLETS motor vehicle data.
Please accept this letter as authorization from 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
and American Traffic So�utions, Inc., and, such authorization is
limited toviolations 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
and have the authority to empower American Traffic Solutions,
Inc. to use ORI for this function.
SUBSCRIBER INFORMATION
Subscriber Agency/Name
NLETS Agency ORI
Name/Title of Authorized
Representative
Mailing Address
Telephone Fax
Email
Signature of Authorized
Representative
Date Signed
Confidential
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