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HomeMy Public PortalAbout14-8793 Amendment to the Professional Service Agreement w/ America Traffic Solutions Sponsored by: City Manager RESOLUTION NO. 14-8793 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, TO AUTHORIZE THE CITY MANAGER TO EXECUTE A SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS, INC (ATS); PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS,on March 27,2009,the City entered into an agreement with American Traffic Solution (ATS) to install digital photo red light enforcement systems; and WHEREAS, certain changes in state law have occurred since the original contract was entered into; and WHEREAS,restructuring the pricing structure is required to ensure that the City covers its administrative costs; and WHEREAS the City Commission of the City of Opa-locka desires to approve an amended contract with American Traffic Solution (ATS), and to authorize the City Manager to execute a second amendment to the professional services agreement with American Traffic Solutions, Inc. NOW,THEREFORE,BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa-locka,Florida,hereby authorizes the City Manager to execute a second amendment to the professional services agreement with American Traffic Solutions, Inc (ATS), in substantially the form attached hereto as Exhibit A. 8838276 vl Resolution No. 14-8793 Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 14th day of May, 2014. Al Aiar M RA ' AYLOR MAYOR Attest to: Approved as to form and legal sufficiency:14e .k %)`-' Ai .4 \c) I,p 4 OAiki Jfanna Flores Jos;-eh S. ! eller ity Clerk G ENS 'OON MARDER, PA C y Attorney Moved by: VICE MAYOR KELLEY Seconded by: COMMISSONER SANTIAGO Commission Vote: 4-1 Commissioner Holmes: YES Commissioner Johnson: NO Commissioner Santiago: YES Vice-Mayor Kelley: YES Mayor Taylor: YES I Oc, •is } 17 CJI4 CH ,V41 AIVAZ' gaviala Memorandum TO: Mayor Myra L. Taylor Vice-Mayor Joseph L. K. ey Commissioner Timothy I es Commissioner Dirothy "o son Commissioner Luis B. .an go FROM: Kelvin Baker, Sr. , City Manag DATE: May 8, 2014 RE: Resolution: ATS Amendment No. 2 Request: A RESOLUTION OF THE CITY OF OPA-LOCKA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXCUTE A SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS, INC (ATS) Description: On March 27, 2009, the City entered into an agreement with ATS to install digital photo red light enforcement systems (red light cameras) throughout the City at designated intersections and mail the notice of violations to the alleged violator. The agreement was amended on August 10, 2010 to incorporate the change in State Law 2010-80 resulting from CS/CS/HB325. Financial Impact: $4,500 per camera,per month. Implementation Timeline: Immediately Legislative History: Ordinance#13-22 and Resolution#09-7435 Recommendation(s): Staff recommends approval. Analysis: We have been working with ATS on the City's red light camera system since 2009. Even though the primary objective of the system is to decrease accidents and increase public safety, the City was also hopeful that the system would increase City revenue. However, the reality was that there were many months, the revenue collected was insufficient to pay the State of Florida the required 53% of revenue collected and the contract fees to ATS. Wage The City also did not account for the administrative fees to the staff involved. Staff at the police department is required to address infractions in a timely basis or else the infractions are waived. Also, there is involvement of the Finance Department, Information Technology, City Manager's Office and others. There was a need to restructure the pricing agreement with ATS to ensure, at a minimum, the City covered its administrative costs. In the draft Amendment No. 2, Section 1.1, the changes to the pricing agreement are described. We are also placing a Most Favored Nations clause in the agreement that would ensure the City will be provided with the best terms and conditions if ATS negotiates better terms with another agency. We believe this amendment to the agreement will provide the revenue need to continue the red light enforcement system in the City of Opa-locka. Attachments: (1)Original agreement (2)Amendment No. 1 (3)Draft Amendment No.2 (4) Ordinance#13-22 and Resolution#09-7435 PREPARED BY: Faye Douglas, Budget Administrator 2IPage PP�OCkp '0 C0 !� 9 p'OHPT „ City of Opa-Locka Agenda Cover Memo Commission Meeting 05-14-2014 Item Type: s Orasame Other Date: X (EnterXin box) Fiscal Impact: Ordinance Reading: lit Resale 2■+IR (Enter X in box) Yes No (Enter X in box) Public Hearing: Yes No Yes No (EnterXin box) Funding Source: (Enter Fund&Dept) Advertising Requirement: Yes , (Enter Acct No.) (EnterXin box) Contract/P.O.Required: Yes No RFP/RFQ/Bid#: (EnterXin box) X N/A Strategic Plan Related Yes No Strategic Plan Priority Area: Strategic Plan Obj./Strategy: (list the (Enter X in box) specific objective/strategy this item will address) Enhance Organizational p Bus.&Economic Dev 0 Public Safety Quality of Education Qual.of Life&City Image 0 Communcation 0 Sponsor Name City Manager Department: City Manager Short Title: A RESOLUTION OF THE CITY OF OPA-LOCKA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXCUTE A SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WIL AMERICAN TRAFFIC SOLUTIONS, INC(ATS) Staff Summary: On March 27, 2009, the City entered into an agreement with ATS to install digital photo red light enforcement systems (red light cameras) throughout the City at designated intersections and mail the notice of violations to the alleged violator. The agreement was amended on August 10, 2010 to incorporate the change in State Law 2010-80 resulting from CS/CS/HB325. We believe this amendment to the agreement will provide the revenue need to continue the red light enforcement system in the City of Opa-locka. _.r_ Proposed Action: Approval achment: (1) Original agreement (2)Amendment No. 1 (3) Draft Amendment No.2 SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT This Second Amendment ("Second Amendment") is entered into between American Traffic Solutions, Inc. ("ATS"), a corporation duly registered under the laws of the State of Kansas with its principal place of business at 1330 West Southern Avenue, Tempe, Arizona 85282 and the City of OpaLocka ("City"), a municipal corporation of the State of Florida. RECITALS WHEREAS, on March 27, 2009, the City and ATS entered into a contract for a Traffic Safety Camera Program (the"Agreement"); WHEREAS, on August 10, 2010, the parties executed an amendment to the Agreement("First Amendment"); WHEREAS, Section 12.0 of the Agreement requires any amendments, modifications, or alterations of the Agreement to be in writing and duly executed by the parties; and WHEREAS, the City and ATS mutually desire to amend, modify or alter certain terms and conditions of the Agreement. TERMS AND CONDITIONS NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Second Amendment, the City and ATS do hereby agree as set forth below: 1. The above recitals are true and correct and are incorporated herein. 2. This Second Amendment shall be retroactive and deemed effective as of September 21, 2013 ("Effective Date"). 3. Section 2.0 is amended to extend the current term of the Agreement for five (5) years, to expire on September 21, 2018. 4. Execution of this Second Amendment serves as the City's Notice to proceed with the installation of new camera systems at the following locations, subject to final approval by City and ATS: Direction Street Cross-street NB Douglas/ Le Jeune Connector NW 135th St/SR 916 NB NW 47/32 Av Connector NW 132 St SB NW 47/32 Av Connector NW 132 St EB SR-9/ NW 145th St NW 22nd Ave Alternative locations may be substituted by mutual agreement of the parties. 55. Section 6.1 is amended to add the following: ATS shall have the right to terminate this Agreement by providing at least sixty (60) days' prior written notice to City. 6. Sections 7.3 and 7.4 are deleted and replaced with the following: ATS shall distribute violation payments to City in accordance with Section 1.0 of Exhibit F. I 67. Section 12 of the First Amendment, which added Flexible Payment Plan language to Section 6 of the Agreement, is hereby deleted in its entirety. 78. Section 1.0 of Exhibit F is hereby deleted in its entirety and replaced with the following: 1.0 Description of Pricing. The program's net revenue from violation payments, calculated in the aggregate across all cameras, ("Net Revenue") shall be distributed in accordance with subsections 1.1 through 1.4 below. For illustrative purposes, see the examples that follow. 1.1 Beginning March 2014, each month,the City shall be entitled to the first$722.00 from Net Revenue for each installed and operational camera program-wide ("City's Initial Distribution"). For example, if there are ten operational cameras, the City will retain the first $7,222 from the program's Net Revenue. If Net Revenue for a given calendarmonth is less than $722.00 per camera program-wide, ATS will distribute the total Net Revenue received from violation payments for thatmonth to the City and ATS will not receive any fees.This provision shall not apply and ATS will be entitled to fees of$4,500 per Camera per month if: (1) the Customer elects not to enforce all legally enforceable red light Violations; (2) the Customer elects not to pursue collections on unpaid Violations when contractually obligated to do so; (3) the Customer directs Contractor to install a camera at a site where violation rates are projected by Contractor to be below the rate required by Contractor for an acceptable installation; or(4) the Customer waives and/or fails to timely process more than ten percent (10%) of valid Violations forwarded to the Police for acceptance according to the business rules defined by the Customer prior to the start of the program. 1.2 To the extent thatthe Net Revenue in a given calendar month exceeds the City's distribution under Section 1.1,ATS will retainthat excess amount from program revenue, up to a maximum of the amount of ATS'monthly fees, which are as follows: Cameras installed prior to the Effective Date $4,500 per Camera per month. Cameras installed after the Effective Date $4,750 per Camera 1.3 To the extent that theNet Revenue in any given calendar month is insufficient for the City to receive City's Initial Distribution and/or ATS to receive its full monthly fees, the deficit will carry over to subsequent calendar months ("Outstanding Balance"). If Net Revenue in a subsequent month is sufficient to cover the distributions under Section 1.1 and 1.2, any excess will then be applied to this Outstanding Balance. If sufficientfunds have not been collected to pay the Outstanding Balanceat the end of the Termof this Agreement, including any renewals, ATS agrees to waive its right to recovery of suchOutstand ing Balance. 1.4 All remaining revenue,in excess of the amounts distributed in accordance with Sections 1.1 through 1.3, shall be payable to the City. Example 1: $60,000 Net Monthly Revenue (10 prior-existing Cameras) City: $7,220 ($722X 10) ATS: $45,000 ($4,500 x 10) City: $7,780 ($60,000-$52,220) 2 Example 2: Month 1 - $40,000 Net Monthly Revenue (10 prior-existingCameras) City: $7,220 ($722 x 10) ATS: $32,780($3,278 per Camera) Outstanding Balance: $12,220 (45,000 -$32,780) Month 2 - $70,000 Net Monthly Revenue (10 prior-existing Cameras) City: $7,220 ($722 X 10) ATS: $45,000 ($4,500 x 10) ATS: $12,220 (Outstanding Balance) City: $5,560 ($70,000 -$64,440) 89. ATS agrees that in the event it enters into a new agreement subsequent to the execution date of this Second Amendment for the same or substantially similar scope of services, including th .esubstantially similarduration and at least as manya substantially similar number ofinstalled cameras in the City, with another local government in Miami-Dade County, Florida which the City determines to be more favorable than this Agreement, ATSwill agree to the terms in the other local government's agreement in its entirety. p10. Except as expressly amended or modified by the terms of this Second Amendment, all terms of the Agreement as amended by the First Amendment shall remain in full force and effect. In the event of a conflict between the terms of this Second Amendment and the Agreement or the First Amendment, the terms of this Second Amendment shall prevail and control. 1-011. The provisions of the Agreement, as amended by the First and Second Amendments, including the recitals, comprise all of the terms, conditions, agreements, and representations of the parties with respect to the subject matter hereof. I 1412. This Second Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same instrument. I 4213. Each party represents and warrants that the representative signing this Second Amendment on its behalf has all right and authority to bind and commit that party to the terms and conditions of this Second Amendment. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment. CITY OF OPA LOCKA, FLORIDA By: Mayor or City Manager Date ATTEST: By: City Clerk Date 3 i - , AMERICAN TRAFFIC SOLUTIONS, INC. By: Adam E. Tuton, Date Executive Vice President APPROVED AS TO FORM By: City Attorney Date 4 1st Reading: June 12, 2013 2nd Reading July 10, 2013 Public Hearing: July 10,2013 Adopted: July 10, 2013 Effective Date: July 11, 2013 Sponsored by: City Manager ORDINANCE NO. 13-22 AN ORDINANCE OF THE CITY OF OPA-LOCKA, FLORIDA DELETING OBSOLETE PROVISIONS AND AMENDING THE CITY CODE BY AMENDING CHAPTER 15, OFFENSES—MISCELLANEOUS, ARTICLE X, SIGNALIZED INTERSECTION SAFETY, TO IMPLEMENT CS/CS/HOUSE BILL 7125 (2013), CHAPTER 2013-_, LAWS OF FLORIDA; PROVIDING FOR LOCAL HEARING OFFICERS CONSISTENT WITH GENERAL LAW; PROVIDING FOR SEVERABILITY; PROVIDING FOR CODIFICATION; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the Florida Legislature passed CS/CS/HB7125 during the 2013 Legislative Session authorizing local hearings for notices of violations connected with the use of red light cameras as traffic infraction detectors to enforce Chapter 316, the State of Florida Uniform Traffic Code; and WHEREAS, the Governor of the State of Florida signed CS/CS/HB7125 into law on June 12, 2013, resulting in the Chapter 2013-_, Laws of Florida, taking effect on July 1, 2013; and WHEREAS, the use of a local hearing officer will allow citizens of the City of Opa- Locka to have a process for contesting notices of violation issued related to red light violations separate from the traffic court process; and WHEREAS,the City Commission wishes to utilize its existing code enforcement system to implement the local hearing process;and ORDINANCE NO. 13-22 WHEREAS, the City wishes to remove obsolete provisions and amend its Code of Ordinances to implement CS/CS/HB7125 (2013), Chapter 2013-_, Laws of Florida. NOW THEREFORE BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA: SECTION 1: Recitals Adopted. The forgoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Ordinance upon adoption hereof. SECTION 2: Deletion of Obsolete Provisions. Sections 134 through 136 of Chapter 15, Article X, of the Code of Ordinances of the City of Opa-Locka, Florida, are hereby deleted. SECTION 3: Updated Intersection Safety Provisions. Chapter 15, Article X of the Code of Ordinances of the City of Opa-Locka,Florida is hereby amended as follows: Sec. 15-134. - Purpose and intent. The purpose of this article is to specifically authorize the use of traffic infraction detectors, as permitted by general law as of the effective date of this ordinance or July 1, 2013, whichever occurs later, within the city's jurisdictional limits. Sec. 15-135 - Use of traffic infraction detectors. The city exercises its option under Sections 316.008 and 316.0083, Florida Statutes, as of the effective date of this ordinance or July 1, 2013,whichever occurs later,to use traffic infraction detectors within its jurisdiction to enforce Sections 316.074(1) or 316.075 (1)(C), Florida Statutes, when a driver fails to stop at a traffic signal on streets and highways in the city's jurisdiction. The city may utilize traffic infraction detectors as a supplemental means of monitoring and assisting law enforcement personnel in the enforcement of compliance with laws related to traffic control signals as permitted and provided for by state law,which are designed to protect and improve the public health, safety, ORDINANCE NO. 13-22 and welfare of the community and thereby reduce accidents, injuries and disruption of traffic associated with such violations. Sec. 15-136. Implementation of General Law and Designation of Local Hearing Officer. In accordance with the provisions of the Mark Wandall Traffic Safety Act as of the effective date of this ordinance or July 1, 2013, whichever occurs later, the city authorizes the implementation within the city of the provisions and requirements of Chapters 2010-80 & 2013- , Laws of Florida. Effective July 1, 2013, the City shall utilize its Code Enforcement Special Magistrate as its Local Hearing Officer, as defined by Chapter 2013- , Laws of Florida (CS/CS/HB7125 (2013)), in accordance with the provisions of the Mark Wandall Traffic Safety Act. SECTION 4: Severability. The provisions of this Ordinance are declared to be severable and if any section, sentence,clause, or phrase of this Ordinance shall for any reason be held to be invalid or unconstitutional such decision shall not affect the validity of the remaining sections, sentences, clauses and phrases of this Ordinance,but they shall remain in effect it being the legislative intent that this Ordinance shall stand notwithstanding the invalidity of any part. SECTION 5: Inclusion in the Code. It is the intention of the City Commission and it is hereby ordained that the provisions of this Ordinance shall become and be made a part of the Code of Ordinances of the City of Opa-Locka, Florida, that the sections of this Ordinance may be renumbered to accomplish such intentions, and that the word Ordinance shall be changed to Section or other appropriate word. SECTION 6: Effective Date. This Ordinance shall be effective on July 1,2013_ PASSED AND ADOPTED this 10th day of July, 2013. Y MAYOR ORDINANCE NO. 13-22 Attest to: J.4. a Flores ty Clerk Approved as to form and legal sufficiency: tr /lt 7 . 'A � �'� L � .I Jo -p `. eller G EN.POON MARDER PA C"y Attorney Moved by: VICE MAYOR KELLEY Seconded by: COMMISSIONER JOHNSON Commission Vote: 4-1 Commissioner Holmes: NO Commissioner Johnson: YES Commissioner Santiago: YES Vice-Mayor Kelley: YES Mayor Taylor: YES 22ND I SUNDAY,JUNE 30,2013 ND MiamiHerald.com I MIAMI HERALD 40 Service is open on Sunday, so you can get to work on Monday. CITY OF OPA-LOCKA,FLORIDA Genuine Honda NOTICE TO THE PUBLIC Oil & Filter 7 NOTICE IS HEREBY GIVEN that the City Commission of the City of Opa-locka,Florida will hold public hearings at its Regular Commission Meeting on Wednesday,July 10, j $2295 pug» 2013 at 7:00 p.m. at the Opa-locka Municipal Complex, 780 Fisherman Street, 2n°Floor,Opa-locka,Florida to consider the following items: ORDINANCES/PUBLIC HEARING: AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, ' Ti re Rotation FLORIDA, AMENDING CITY ORDINANCE 86-8, LAND DEVELOPMENT $1 �95w Q III CODE,ARTICLE 3.1 ESTABLISHMENT OF DISTRICTS TO CREATE A MIXED ' • � USE OVERLAY DISTRICT,FURTHER TO CREATE ARTICLE 6.15 MIXED USE OVERLAY ZONING DISTRICT, PROVIDING DISTRICT PURPOSE, DEVELOPMENT STANDARDS, PERMITTED USES, AND ELIGIBILITY FOR MAJOR TRANSPORTATION CORRIDORS OF THE CITY OF OPA-LOCKA TO Alignment INCLUDE NW 135Th STREET,FROM NW 47Th AVENUE TO NW 27m AVENUE; A II n AU-BABA AVENUE FROM NW 37°AVENUE TO NW 151"STREET;OPA-LOCKA I $5 ,95 IP BOULEVARD FROM AU-BABA AVENUE TO NW 27"AVENUE;NW 27Th AVENUE FROM NW 127Th STREET TO NW 151"STREET; PERMITTED USES SHALL INCLUDE,RETAIL,OFFICE,EDUCATIONAL FACILITIES,PUBLIC FACILITIES, PARKING STANDARDS AND HEIGHT LIMITATIONS; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE Genuine Honda (first reading held on June 12,2013).Sponsored by C.M. Battery tter / A al N ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, �/ FLORIDA, DELETING OBSOLETE PROVISIONS AND AMENDING THE CITY .95 CODE BY AMENDING CHAPTER 15,OFFENSES-MISCELLANEOUS,ARTICLE X, SIGNALIZED INTERSECTION SAFETY, TO IMPLEMENT CS/CS/HOUSE BILL 7125(2013),CHAPTER 2013-_,LAWS OF FLORIDA;PROVIDING FOR Service now open 10am Sunday LOCAL HEARING OFFICERS CONSISTENT WITH GENERAL LAW;PROVIDING FOR SEVERABIUTY; PROVIDING FOR CODIFICATION; PROVIDING FOR AN SO IJ 11I EFFECTIVE DATE(first reading held on June 12,2013).Sponsored by C.M. ( . i) Additional ity Clerk, information on the above items may be olorda. in the Office r ons Q•] ( )City Clerk,780 Fisherman Street,4°i Fkxx,Opa-locks,Florida.All interested persons (J, HONDA are encouraged to attend this meeting and will be heard with respect to the uTEoalzeDseawc CENTER public hearing. PURSUANT TO FS 286.0105:Anyone who desires to appeal any decision made by any board, US-1 & South 161 Street in Miami agency,or commission with respect to any matter considered at such meeting or hearing will need a record of the proceedings,and for that reason,may need to ensure that a verbatim (866) 475-7566 I SouthHonda.corm record of the proceedings is made,which record includes the testimony and evidence upon which the appeal may be based. A ,rla�le`,2`0=',1's,..,:,.:,.s„ea.b In e.f a„�<w ow'S„a 1,,:,e,a,i,.in.y,.n:,.,,:r, e,"a nnr,,.; t he,ra,hirr,rt M„ti1,,resenl niter wfier aerie,is Z,,,r,See,iraler hn,iei.a0;: F xp,rr:s;A)n ayy;u rn ,taleS,xRlr.a'ror, JOANNA ROBES,CMC CITY CLERK American Traffic Solutions AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY OF OPA-LOCKA AND AMERICAN TRAFFIC SOLUTIONS FOR TRAFFIC SAFETY CAMERA PROGRAM This Amendment No. 1 (the "Amendment") to the Agreement Between The City O Opa-Locka And American Traffic Solutions For Traffic Safety Camera Program dated a of March 27, 2009 (the "Agreement") is made and effective as of this IU day of OS , 2010 by and between the City of Opa-Locka, Florida, a municipal oppoaation (the "City") and American Traffic Solutions, Inc., a Kansas corporation ("Vendor"). Recitals WHEREAS, on or about June 25, 2008, the City adopted Ordinance 08-07, codified at Chapter 15, Article X of the City's Code of Ordinances, which established and authorized the City's Traffic Camera Safety Program; and WHEREAS, on or about March 27, 2009, the City and Vendor entered into the Agreement, whereby the City and Vendor agreed to the provision by Vendor of services to the City in connection with the Traffic Camera Safety Program, subject to the terms and conditions stated in the Agreement; and WHEREAS, on or about May 13, 2010, the Governor of the State of Florida signed CS/CS/HB325 into law, resulting in the Law of Florida 2010-80 taking effect on July 1, 2010; and WHEREAS, Law of Florida 2010-80 expressly authorizes municipalities to use traffic infraction detectors to enforce certain provisions of Chapter 316 of the Florida Statutes, subject to certain requirements; and WHEREAS, the City has amended Ordinance 08-07 and Chapter 15, Article X of the City's Code of Ordinances to provide for the operation of its Traffic Camera Safety Program in accord with the provisions of Law of Florida 2010-80; and WHEREAS, the City and Vendor wish to amend and modify the Agreement to align the provision of services by Vendor with the provisions of Law of Florida 2010-80; Terms and Conditions NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vendor and City agree that the Agreement shall be and hereby is amended and modified on the terms provided herein: 1. Recitals. The preceding recitals are true and correct and are incorporated into this Amendment by reference. ?05;East Gray Rcati • Scottsdale.AArzcna 85280 • TEL =30.443 MOO • FAA:;80.596 4507 wr .atse,.cmn • .v.nv-Re.aig).Camera corn • war:Pia ePass corn • 2. Definitions. Section 1.0 of the Agreement is deleted and replaced with the following: 1.0 Definitions. The following words and phrases shall have the following meanings in this Agreement: 3. Definition of "Authorized Employee." Section 1.1 of the Agreement is deleted and replaced with the following: 1.1 "Authorized Employee" means a Traffic Infraction Enforcement Officer, whose duties and qualifications are set forth in Law of Florida 2010-80, as may be amended or recodified from time to time. 4. Definition of"City Ordinance." Section 1.3 of the Agreement is deleted and replaced with the following: 1.3 "City Ordinance" means Chapter 15,Article X of the City's Code of Ordinances, as may be amended or recodified from time to time. 5. Definition of "Civil Fee." Section 1.4 of the Agreement is deleted and replaced with the following: 1.4 "Civil Fee" means the penalty assessed for violations of Florida Statutes §§ 316.074(1) or 316.075(1)(c)1 pursuant to Florida Statutes§316.0083, as may be amended or recodified from time to time. 6. Definition of "Enforcement Documentation." Section 1.8 of the Agreement is deleted and replaced with the following: 1.8 "Enforcement Documentation" means the necessary and appropriate documentation related to the issuance and collection of notices of violation for the enforcement of Infractions including Notices of Violation, instructions for Notices of Violation, form affidavits, instructions for form affidavits, reminder letters, a numbering sequence for Notices of Violation, chain of custody records, and technical support documentation. 7. Definition of "infraction." Section 1.11 of the Agreement is deleted and replaced with the following: 1.11 "Infraction" means any violation of Florida Statutes§§316.074(1) or 316.075(1)(c)1 that may be enforced pursuant to Florida Statutes § 316.0083, as may be amended or recodified from time to time. 8. Definition of "Notice of Violation." Section 1.15 of the Agreement is deleted and replaced as follows: Confidential Page 2 of 16 Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Locka,FL 1.15 "Notice of Violation" shall mean the notice of an Infraction, which is delivered by first class mail by vendor to the owner of a motor vehicle involved in an Infraction based upon the appropriate Enforcement Documentation pursuant to the requirements of Law of Florida 2010-80, as may be amended or recodified from time to time. Any references to the term "Notice of Infraction" in the Agreement are deleted and replaced with the term "Notice of Violation." 9. Definition of"Ordinance." Section 1.17 of the Agreement is deleted and replaced with the following: 1.17 "Ordinance" shall mean Chapter 15, Article X of the City of Opa- Locka's Code of Ordinances, as may be amended or recodified from time to time. 10. Definition of "Potential Infraction". Section 1.20 of the Agreement is deleted and replaced with the following: 1.20 "Potential Infraction" means, with respect to any motor vehicle passing through a Designated Intersection, the data collected by the Vendor System with respect to such motor vehicle, which data shall be processed by the Vendor System for the purposes of allowing the Authorized Employee to review such data and determine whether an Infraction has occurred. 11. Prosecution. Section 3.4 of the Agreement is deleted and replaced with the following:: 3.4 Prosecution. The City shall prosecute Infractions pursuant to the terms, procedures, and requirements of the City Ordinance and general law. 12. Fees and Payment. Section 6 of the Agreement will now include this wording as follows: Flexible Payment Plan. During the term of the contract, payments by the Customer may be made to ATS under a Flexible Payment Plan. Under the Flexible Payment Plan, the Customer may defer certain payments to ATS until the Customer has collected sufficient funds pursuant to the terms of the contract. if, at the end of the term of the contract, sufficient funds have not been collected by the Customer to pay the balance then due to ATS, ATS agrees to waive its right to recovery of any outstanding balance. For purposes of this clause, the term "funds" means the revenue retained by the Customer according to the distribution methods applicable under this contract and applicable state law. Confidential Page 3 of 16 Opa-Locka,FLATS Contract Amendment 2010.06.11 City of Opa-Locka,FL This clause will be applied as follows: ATS will maintain an accounting of any net balances owed to ATS. If the amount collected during a billing period exceeds the amount of ATS invoices during the same period, the Customer shall pay ATS the total amount due. If the amount collected during a billing period is less than the amount of ATS invoices during the same period, the Customer shall pay ATS the amount collected, and may defer payment of the remaining balance. Payments due to ATS shall be reconciled by applying future funds collected, first to the accrued balance, and then to the invoice for the current billing period. At any time that ATS invoices, including any accrued balance, are fully repaid, the Customer will retain all additional funds collected during that billing period. Such additional funds (whether reserved in cash or not by the Customer) will be available to offset future ATS invoices. 13. Termination for Cause. Section 6.1 of the Agreement is deleted and replaced as with the following: 6.1 Termination for Cause: Either party shall have the right to terminate this Agreement immediately by written notice to the other if (i) state or federal statutes are amended so as to prohibit the operation of a TSCP by the City; (ii) a court having jurisdiction over the City rules or declares that Law of Florida 2010-80 is invalid, in whole or material part; (iii) a determination by a court of competent jurisdiction or other applicable dispute resolution forum that Vendor has infringed upon a third party's patent, trademark, trade secret or other intellectual property; (iv) the other party commits a material breach of any of the provisions of this agreement; and (v) Vendor's non-payment of revenues to City as required by this Agreement. In the event of a termination due to this Section, City shall be relieved of any further obligations to Vendor other than as specified herein. Each party shall have the right to remedy the cause for termination within forty-five (45) calendar days (or within such other time period as City and Vendor shall mutually agree, which agreement shall not be unreasonably withheld or delayed) after written notice from the non- causing party setting forth in reasonable detail the events of the cause for termination. The rights to terminate this Agreement given in Section 6.1 shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach of this Agreement. 14. Warning Period. Section 6.2 of the Agreement is deleted. 15. Procedures for Processing Payments. Sections 7.2, 7.3, and 7.4 of the Agreement are deleted and replaced with the following: 7.2 Vendor shall be responsible for processing payments of Civil Fees paid pursuant to Notices of Violation and/or Uniform Traffic Citations. Confidential Page 4 of 16 Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Locka,FL Vendor shall provide payment means through mail, telephone and on-line processes. Vendor shall track all payments and handle all applied payments, unapplied payments, overpayments, refunds, adjustments, dismissals and reversals. Any payments made in person to the City will be taken by the City and applied through Axsis System. 7.3 Vendor's lockbox shall remit to the designated City account all payments received during a week, no later than 5:00 p.m. Eastern Time on Tuesday of the following week. 7.4 Vendor shall invoice the City for all applicable fees for services rendered by Vendor pursuant to this Agreement according to the fee schedule delineated on Exhibit F. Along with the invoice, Vendor shall provide information to the City, in a format acceptable to the City, supporting the invoice amounts forwarded by Vendor to the City. In addition, City shall have access to Vendor's financial records evidencing payments for all paid citations for red zone infractions at City's Designated Intersections upon City's reasonable request. 16. Legal Challenges and Indemnification. Sections 10.4, 10.5, and 10.6 of the Agreement are deleted. 17. Exhibits. Exhibits B, C, D, and F to the Agreement are deleted and replaced with Exhibits B, C, D, and F to this Amendment. 18. Effect of Amendment on Agreement. Except as expressly amended or modified by the terms of this Amendment, all terms of the Agreement shall remain in full force and effect. Unless a different meaning is specified in the Amendment, all capitalized terms used herein shall have the meaning described in the Agreement. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall prevail and control. 19. Entire Agreement. The provisions of this Amendment, including the recitals, comprise all of the terms, conditions, agreements, and representations of the parties with respect to the subject matter hereof. All representations and promises made by any party to another, whether in writing or orally, concerning the subject matter of this Amendment are merged into this Amendment. Except as amended by this Amendment, the terms of the Agreement shall continue in full force and effect. 20. Counterpart Execution. This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same instrument. Each party represents and warrants that the representative signing this Amendment on its behalf has all right and authority to bind and commit that party to the terms and conditions of this Amendment. Confidential Page 5 of 16 Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Locka,FL [Remainder of Page Intentionally Left Blank] Confidential Page 6 of 16 Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Lodca,FL IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. CITY OF OPA-LOCKA, FLORIDA CITY OF ©PA—LOCKA: ApprRved a to form a legal J suff*ien : ( Clarance Patterson Date 1 _j City Manager Jose'r. y 'Geller ATTEST: At orney 1 - 8 0 Deb-a-rah Sheffield D-to City Clerk AMERICAN TRAFFIC SOLUTIONS, INC. By: Adam E. Tuton i Date Chief Operating Officer Confidential Page 7 of 16 Opa-Lodca,FLATS Contract Amendment 2010.06.11 City of Opa-Locka,FL • EXHIBIT"B" Construction and Installation Obligations Timeframe for Installation: Traffic Safety Camera Program Vendor will have each specified intersection installed and activated in phases in accordance with an implementation plan to be mutually agreed to by Vendor and the City. Vendor will use reasonable commercial efforts to install the system in accordance with the schedule set forth in the implementation plan that will be formalized upon project commencement. Vendor will use reasonable commercial efforts to install and activate all specified intersections within forty-five (45) days subsequent to receipt of all permits required by Section 1.4 of this Exhibit B. I. Vendor Obligations. Vendor shall do or cause to be done each of the following (in each case, unless otherwise stated below, at Vendor's sole expense): 1.1 Appoint the Vendor Project Manager and a project implementation team consisting of between one (1) and four (4) people to assist the Vendor Project Manager; 1.2 Request current "as-built" electronic engineering drawings for the Designated Intersections (the "Drawings") from the County traffic engineer; 1.3 Develop and submit to City for approval a report regarding the feasibility of installing the System at the designated Intersections, and construction and installation specifications in reasonable detail for the Designated Intersection, including but not limited to specifications for all sensors, pavement loops, electrical connections, and traffic controller connections, as required; 1.4 Seek approval from the relevant Governmental Authorities having authority or jurisdiction over the construction and installation specifications for the Designated Intersection (collectively, the "Approvals"), which will include compliance with City permit applications; 1.5 Seek rights from private property owners, as necessary for the placement of System Equipment at designated intersections where Governmental Authorities have jurisdiction over the designated intersection and adjacent rights of right of way, and which such Governmental Entity denies authority to Vendor for the installation of its equipment; 1.6 Finalize the acquisition of the Approvals; Confidential Page 8 of 16 Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Locka,FL 1.7 Submit to the City a public awareness strategy for the City's consideration and approval, which strategy shall include media and educational materials for the City's approval or amendment according to the Vendor proposal (the"Awareness Strategy"); 1.8 Develop the Red Light Infraction Criteria in consultation with City; 1.9 Develop the Enforcement Documentation for approval by City, consistent with the requirements of Law of Florida 2010-80, as may be amended or recodified from time to time; 1.10 Complete the installation and testing of all necessary Equipment, including hardware and software, at the Designated Intersections (under the supervision of the City); 1.11 Cause an electrical sub-contractor to complete all reasonably necessary electrical work at the Designated Intersections, including but not limited to the installation of all related Equipment and other detection sensors, poles, cabling, telecommunications equipment and wiring, which work shall be performed in compliance with all applicable local, state and federal laws and regulations; 1.12 Install and test the functionality of the Designated Intersections with the Vendor System and establish fully operational Infraction processing capability with the Vendor System; 1.13 Implement the use of the Vendor System at each of the Designated Intersections; 1.14 Deliver the Materials to the City; 1.15 Upon approval by an Authorized Employee, issue Notices of Violation or Uniform Traffic Citations; 1.16 Obtain access to the records data of the Department of Motor Vehicles in Vendor's capacity as needed for the program; 1.17 Vendor shall provide training for personnel of City, including, but not limited to, the persons who City shall appoint as Authorized Employees and other persons involved in the administration of the TSCP, regarding the operation of the Vendor System and the TSCP. This shall include training with respect to the Vendor System and its operations, strategies for presenting Infractions Data in court and judicial proceedings and a review of the Enforcement Documentation, and; 1.18 Notice of Violation processing and Notice of Violation re-issuance. II. CITY OBLIGATIONS. City shall do or cause to be done each of the following (in each case, unless otherwise stated below, at the City's sole expense): Confidential Page 9 of 16 Opa-Locka,FLATS Contract Amendment 2010.06.11 City of Opa-Lodca,FL 2.1. Appoint the Project Manager; 2.2 Assist Vendor in obtaining the Drawings from the relevant Governmental Authorities; 2.3 Notify Vendor of any specific requirements relating to the construction and installation of any Intersection or the implementation of the TCSP; 2.4 Assist and cooperate fully with Vendor in seeking Approvals, including, but not limited to, executing all such documents as may be necessary or desirable to obtain the Approvals; 2.5 Provide reasonable access to City's properties and facilities in order to permit Vendor to install and test the functionality of the Designated Intersections and the TSCP; 2.6 Provide reasonable access to the personnel of City's and reasonable information about the specific operational requirements of such personnel for the purposes of performing training; 2.7 Seek approval or amendment of Awareness Strategy and provide written notice to Vendor with respect to the quantity of media and program materials (the "Materials") that City will require in order to implement the Awareness Strategy during the period commencing on the date on which Vendor begins the installation of any of the Designated Intersection and ending six (6) months after the Installation Date; 2.8 Assist Vendor in developing the Red Light Infraction Criteria; 2.9 Seek approval of the Enforcement Documentation; 2.10 On a form provided by Vendor, provide verification to the State Department of Motor Vehicles, National Law Enforcement Telecommunications System, or appropriate authority indicating that Vendor is acting as an Agent of the Customer for the purposes of accessing vehicle ownership data pursuant to the list of permissible uses delineated in the Drivers Privacy Protection Act 18 U.S.C. § 2721, Section (b) (1) and as may otherwise be provided or required by any provision of applicable state law; 2.11 If feasible, and only after all necessary approvals have been obtained from utilities and other governmental entities with jurisdiction, City shall allow Vendor to access power from existing power sources at no cost to City and shall allow or facilitate access to traffic signal phase connections to a pull box, pole base, or controller cabinet nearest to each Camera System within the City's jurisdiction; Confidential Page 10 of 16 Opa-Locka,FL_ATS Contract Amendment 2010.06.11 City of Opa-Locka,FL 2.12 City shall provide one or more Authorized Employees for the purpose of reviewing Potential Infractions and approving the issuance of Notices of Violation and Uniform Traffic Citations. 2.13 The Authorized Employees shall process each Potential Infraction in accordance with State Laws and/or City Ordinances and notify Vendor of whether a Notice of Violation shall issue within five (5) days of the appearance of the Potential Infraction in the Police Review Queue, using AxsisTM to determine which Potential Infractions will be issued as Notices of Violation. In the event of a system failure or power outage, the Authorized Employees shall process each Potential Infraction as soon as possible, or with the consent or approval of Vendor for extension; 2.14 Provide access to the Internet for the purpose of processing Potential Infractions; 2.15 Vendor shall, at no additional cost to City, provide Police Department workstation computer monitors for citation review and approval which provide a resolution of 1280 x 1024, which shall be returned to Vendor in the event the Agreement is terminated. 2.16 For optimal data throughput, Police Department / Adjudication workstations should be connected to a high-speed Internet connection with bandwidth of T-1 or greater. Vendor will coordinate directly with the City's Information Technology (IT) Department on installation and implementation of the computerized aspects of the program; 2.17 City shall provide, on forms provided by Vendor, signatures of all Authorized Employees who will review events and approve the issuance of Notices of Violation and Uniform Traffic Citations; 2.18 In the event that remote access to the ATS Axsis VPS System is blocked by City's network security infrastructure, the City's IT Department and the counterparts at ATS shall coordinate to facilitate appropriate communications access while maintaining required security measures; 2.19 City shall provide a computer terminal at a public location where persons receiving Notices of Violation or Uniform Traffic Citations may review the recorded images of the violation. Confidential Page 11 of 16 Opa-Lodca,FL ATS Contract Amendment 2010.06.11 City of Opa-Locka,FL EXHIBIT"C" Maintenance 1. All repair and maintenance of Traffic Safety Camera Program systems and related equipment will be the sole responsibility of Vendor, including but not limited to maintaining the casings of the cameras included in the Vendor System and all other Equipment in reasonably clean and graffiti-free condition. 2. Vendor shall not open the Traffic Signal Controller Boxes without a representative of City. 3. The provision of all necessary communication, broadband and telephone services to the Designated Intersections will be the sole responsibility of the Vendor. 4. The provision of all necessary electrical services to the Designated Intersections will be the sole responsibility of the Vendor. 5. In the event that images of a quality suitable for the Authorized Employee to identify Infractions cannot be reasonably obtained without the use of flash units, Vendor shall provide and install such flash units. 6. The Vendor Project Manager (or a reasonable alternate) shall be available to the City's Project Manager each day. 7. Vendor shall ensure that all equipment that it provides pursuant to this Agreement meets the specifications, if any, adopted by the Florida Department of Transportation pursuant to Florida Statute, Section 316.07456, by July 1, 2011. Confidential Page 12 of 16 Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Locka,FL • EXHIBIT°D" Infraction Processing 1. All Infractions Data shall be stored on the Vendor System. 2. The Vendor System shall process Infractions Data gathered from the Designated Intersections into a format capable of review by the Authorized Employee via the Vendor System. 3. Vendor shall act as City's agent for the limited purpose of making an initial determination of whether the recorded images should be forwarded to an Authorized Employee to determine whether an Infraction has occurred and shall not forward for processing those recorded images that clearly fail to establish the occurrence of an Infraction. 4. The Vendor System shall be accessible by the Authorized Employee through a virtual private network in encrypted format by use of a confidential password on any computer equipped with a high-speed Internet connection and a web browser. 5. Vendor shall provide storage capabilities for the City to store infractions identified for prosecution for a period of time of not less than four (4) years after final disposition of a case or such time as required by general law. 6. Vendor shall provide Authorized Employees with access to the Vendor System for the purposes of reviewing the pre-processed Infractions Data within five (5) days of the gathering of the Infraction Data from the applicable Designated Intersections. 7. Within five (5) days of receipt, the City shall cause the Authorized Employee to review the Infractions Data and to determine whether a Notice of Violation shall be issued with respect to each Potential Infraction captured within such Infraction Data, and transmit each such determination to Vendor using the software or other applications or procedures provided by Vendor on the Vendor System for such purpose. VENDOR HEREBY ACKNOWLEDGES AND AGREES THAT THE DECISION TO ISSUE A NOTICE OF VIOLATION SHALL BE THE SOLE, UNILATERAL AND EXCLUSIVE DECISION OF THE AUTHORIZED EMPLOYEE AND SHALL BE MADE IN SUCH AUTHORIZED EMPLOYEE'S SOLE DISCRETION (A "NOTICE OF VIOLATION DECISION"), AND IN NO EVENT SHALL VENDOR HAVE THE ABILITY OR AUTHORIZATION TO MAKE A NOTICE OF VIOLATION DECISION. 8. With respect to each Authorized Infraction, Vendor shall print and mail by first class mail a Notice of Violation within the statutorily required timeframe. 9. Vendor shall provide a toll-free telephone number, at its sole expense, for the purposes of answering citizen inquiries. 10. Vendor shall permit the Authorized Employee to generate monthly reports using the Vendor Standard Report System. 11. Upon Vendor's receipt of a written request from the City and in addition to the Confidential Page 13 of 16 Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Locka,FL Standard Reports, Vendor shall provide, without cost to the City, reports regarding the processing and issuance of Notices of Violation, the maintenance and downtime records of the Designated Intersections and the functionality of the Vendor System with respect thereto to the City in such format and for such periods as the City may reasonably request, without cost to the City. 12. Upon Vendor's receipt of a written request from the City at least fourteen (14) calendar days in advance of a hearing, Vendor shall provide expert witnesses for use by the City in prosecuting Infractions at no cost to the City. 13. Vendor shall provide such training to City personnel as shall be reasonably necessary in order to allow such personnel to act as expert witnesses on behalf of the City with respect to the Red Light Enforcement Program. However, if a specific case requires testimony on the technical aspects of the equipment, upon City's request Vendor shall provide the City with an expert in the hearing in that case at no cost to the City. 14. Vendor shall provide to City a Notice of Violation form that complies with all requirements of the Ordinance. Vendor shall also provide to City a form of affidavit for use by owners of motor vehicles who claim an exemption under Florida Statutes § 316.083 and shall make that affidavit available to owners through an Internet location or upon telephone request by an owner who has received a Notice of Violation or Uniform Traffic Citation. 15. Vendor agrees that the City shall have the right to review and approve the form Notice of Violation prior to its use, and that in the event City determines additional information should be included in the Notice of Violation, Vendor shall modify the Notice of Violation form, at its sole expense, to comply with those requirements. 16. The City shall provide Vendor with a form of Uniform Traffic Citation that complies with the provisions of Chapter 316 of the Florida Statutes, with the understanding that some modifications may be necessary to enable use with Vendor's Systems. 17. If a motor vehicle owner who receives a Notice of Violation fails to pay the statutory penalty or submit an affidavit that complies with all of the requirements of Florida Statutes § 316.0083(1)(d), as may be amended or recodified from time to time, within the time period provided in Florida Statues § 316.0083(1)(b), as may be amended or recodified from time to time, the issuance of a Uniform Traffic Citation shall automatically occur based upon the prior Authorized Employee approval of the Notice of Violation. 18. The City shall provide a magistrate,judge, hearing officer, or other similar official as may be required, together with adjudication facilities, all for the purpose of scheduling and hearing disputed Uniform Traffic Citations. 19. For any city using ATS lockbox or epayment services, Vendor will establish a demand deposit account bearing the title, "American Traffic Solutions, Inc. as agent for Customer" at U.S. Bank. All funds collected on behalf of the Customer will be deposited in this account and transferred by wire the first business day of each week to the Customer's primary deposit bank. The Confidential Page 14 of 16 Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Lodca,FL Customer will identify the account to receive funds wired from U.S. Bank. if desired, Customer will sign a W-9 and blocked account agreement, to be completed by the Customer, to ensure the Customer's financial interest in said U.S. Bank account is preserved. 20. Vendor is authorized to charge, collect, and retain a convenience fee of $4.00 each for electronic payments provided. Such fee is paid by the violator. Confidential Page 15 of 16 Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Locka,FL EXHIBIT"F° SERVICE FEE SCHEDULE 1.0 Description of Pricing Fee Fees are based on per Camera(approach)and are as follows: Option 1: Flat Fee per Camera per Month,plus certified mail processing $4,750 surcharge of$5 per piece metered(no return receipt): Option 2: Lane based pricing, plus certified mail processing surcharge of$5 per piece metered(no return receipt): • For 1 or 2 lanes $3,750 • For 3 or 4 lanes $4,750 • For 5 or 6 lanes $5,750 Option 3: Base Fee Per Camera Per Month, plus flat fee per service unit for $2,750 individual work elements. • For violation data transmission, first review, second quality review service, supervisory review, Traffic Infraction Enforcement Officer (TIED)access and review portal $6.50 • Data acquisition fee per registered owner match $3.50 • Mail printing, processing, and handling service Includes Notice of Violation (NOV) by first class mail and UTC by certified mail including bad address processing and remailing. $7.50 • Inbound call/customer service $4.50 • Affidavit processing service $4.50 • Payment processing service $1.50 • Data archival service $1.50 Service Fees Include: Fee includes all costs required and associated with camera system installation, maintenance and on-going field and back-office operations. Includes red-light camera equipment for a 4-lane approach(except for Option 2)with up to two(2)signal phases, installation, maintenance,violation processing services, DMV records access, mailing of Notice of Violation in color with return envelope, lockbox and epayment processing services, call center support for general program questions and public awareness program support. Note: Customer will notify ATS which Pricing Fee Option to utilize within 30 days of Amendment being executed by both parties. 2.0 Collection Services: ATS will initiate collection efforts of delinquent notices upon written request by Customer. ATS will be entitled to receive portions of the collected revenue as noted below. The maximum is 30%total for both pre-collection and collection. For those accounts in default that go to collection,this is in addition to our Fees noted above. Pre-Collection Letters 10%of Recovered Revenue Delinquent Collections Services 30%of Recovered Revenue 3.0 Optional Annual Training Conference: ATS provides a comprehensive user training conference for active photo traffic safety and enforcement clients.The conference's main focus is Training of the system. Core elements include training on implementation methods and improvements, operational monitoring and improvements, statistical analysis, public relations and technology assessment.The sessions include participation by industry members, industry speakers and panel discussions. The Annual User Conference will be held in Phoenix Metro area. Customer shall be invoiced$100 per month per attendee and can assign up to three(3) project team members to attend the Conference each year. The $1,200 fee per attendee will cover travel,accommodations and all related Conference fees. Pricing valid through June 30,2010. Confidential Page 16 of 16 Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Locka,FL 1LE:ATS " THE GREAT CITY " 4 LOCk4 0 U mow. Di apaag agMla • •�-T Y, 'jJ�f�j a Clarance Patterson 305-953-2821 City Manager 305-953-2823 Fax:305-953-2870 March 31,2011 Florida Department of Transportation District 6 1000 NW 111th Avenue Miami,FL 33172 RE: City of Opa-locka Intersection Safety Camera Permits To Whom It May Concern: The City of Opa Locka is seeking to install Intersection Safety Cameras within our jurisdiction. To expedite the permit process I am sanctioning American Traffic Solutions to be an authorized agent for the city. American Traffic Solutions is empowered to file permits,for the use of Intersection Safety Cameras on behalf of the City of Opa-locka at the following intersections: NW 27th Ave @ All Baba Ave NW 27th Ave @ NW 135th St NW 27th Ave @ Opa Locka Blvd/136th St SR-9/NW 145th St @ NW 22nd Ave Please feel free to contact me at(305)953-2821 if you have any questions or concerns. Thank you. Sincerely, eil/Left Clarance Patterson -� City Manager STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this 31St day of March, 2011 by e/f arande- •He/She i personally known to me or has produced as identification. �•�'� �: . �c FAYE DOUGLAS � MY COMMISSION#DD962152 N tart'P blic,State of rida IT 4 EXPIRES:February 16,2014 '440F n. \Or Bonded ihcu Budget Notary Services My Commission Expires: CITY HALL•780 FISHERMAN STREET,4TH FLOOR,OPA-LOCKA, FLORIDA 33054 •(305)688-4611 AN EQUAL OPPORTUNITY EMPLOYER AND DOES NOT DISCRIMINATE ON THE BASIS OF HANDICAP " THE GREAT CITY " Citfi dERO 4,4gRA 9 RAT-- •: � Clarence Patterson 305-953-2821 City Manager 305-953-2823 Fax:305-953-2870 rn September 20, 2010 Louis Vega, Account Manager _• -.- American Traffic Solutions, Inc. 7681 East Gray Road - Scottsdale,Arizona 85254 Re: City of Opa-locka Form Letters Red Light Running Camera (RLRC) Permits Mr. Vega: Attached please find two (2) letters signed by the City of Opa-locka Police Department and Office of the City Manager assigning American Traffic Solutions, Inc., as authorized agents on behalf of the City to file for permitting required for Red Light Cameras. If you have any questions contact Chief Cheryl Cason at(305) 681-1033 x224. Sincerely, Ci�r zG2 o�c 2_ Clarance Patterson Z City Manager Cc: Cheryl Cason, Chief DA/`L)//e) Opa-locka Police Department SIGNED: Ifr, t7,..a Attachments NA He i?A( n' X11 �44- l YY7...I I`ur) www.opalockafl.qov CITY HALL• 780 FISHERMAN STREET,4TH FLOOR,OPA-LOCKA, FLORIDA 33054• (305)688-4611 AN EQUAL OPPORTUNITY EMPLOYER AND DOES NOT DISCRIMINATE ON THE BASIS OF HANDICAP " THE GREAT CITY " QpLOCy�' °1*Y' - 417aw-goagnia � �o 305-953-2821 Clarence Patterson 305-953-2821 City Manager Fax:305-953-2870 September 16, 2010 Florida Department of Transportation District 6 1000 Northwest 111th Avenue Room 6202 Miami, FL 33172 SUBLECT: Red Light Running Camera(RLRC) Permits To Whom It May Concern: The City of Opa-locka is seeking to install Red Light Running Cameras within our jurisdiction. To expedite the permit process I am sanctioning American Traffic Solutions to be an authorized agent for the City. American Traffic Solutions is empowered to file permits, for the use of RLRC's, on behalf of the City of Opa-locka at the following intersections: 1. Southbound-SR 9 (NW 27th Ave)at SR 916 (Opa-locka Boulevard/NW 136th Street). 2. Westbound-SR 916 (Opa-locka Boulevard/NW136th Street) at SR 9(NW 27th Avenue). Meanwhile, if you have any questions or require additional information, please contact the City of Opa-locka City Manager, Clarance Patterson at 305-953-2821. Sincerely, „64), C lare-Patter on � `�` � anc City Manager www.opalockafl.gov CITY HALL•780 FISHERMAN STREET,4TH FLOOR, OPA-LOCKA, FLORIDA 33054 •(305)688-4611 AN EQUAL OPPORTUNITY EMPLOYER AND DOES NOT DISCRIMINATE ON THE BASIS OF HANDICAP The City of Opa-locks : aQ�;. °, . rittiel_ POLICE DEPARTMENT �4 i ,,,, "Committed to professionalism and community partnership" ;` ': September 16, 2010 City 780 Fisherman Street Mall - 2495 All Baba Avenue Suite 335 Opa-Locka,FL 33054 Opa-Locka,FL 33054 Voice:305-681-1033 Florida Department of Transportation,District 6 Fax:305-953-3417 1000 Northwest 111th Avenue, Room 6202 305-688-4611 Miami, FL 33172 SUBLECT: Red Light Running Camera (RLRC)Installations To Whom It May Concern: On behalf of the City of Opa-Locka law enforcement, I would like to express our full support for the installation of Red Light Running Cameras in our law enforcement jurisdiction. As you are aware, with limited resources, it is difficult to patrol and physically enforce the traffic laws at every intersection within our jurisdiction. Therefore, the RLRC program will be a great help in expanding our resources to reduce the red light running incidents with the ultimate goal of reducing traffic related injuries and fatalities on our roads. In addition, the proposed sites have exhibited a history of red light running as confirmed through a violation observation study, crash histories, citations issued, and other means. The summary reports documenting the red light running violations are attached. We are requesting the installation of RLRC's at the following selected intersections within our enforcement area: 1. Southbound-SR 9 (NW 27th Ave) at SR 916 (Opa-Locka Boulevard/NW 136th Street). 2. Westbound-SR 916 (Opa-Locka Boulevard/NW136th Street) at SR 9 (NW 27th Avenue). We ask that you expeditiously approve these locations for the installation of the Red Light Running Cameras. Meanwhile, if you have any questions or require additional information,please contact me at 305-681-1033,x224. g,t7 Sincirely, G4eryl Cason Chief of Police CC/cgh "Serving and Protecting YOU!" Sponsored by: City Manager Resolution No. 0 9-7 4 3 5 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA PIGGYBACKING THE AGREEMENT BETWEEN AMERICAN TRAFFIC SOLUTIONS, INC., AND THE -CITY OF HIALEAH, FLORIDA,HERETO ATTACHED AS EXHIBIT"A", FOR A TRAFFIC SAFETY CAMERA PROGRAM AND FURTHER AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS, INC., IN A CONTRACT FORM ACCEPTABLE TO THE CITY ATTORNEY WHEREAS, the City Commission of the City of Opa-locka passed Ordinance 08-07 which amended the City's Code of Ordinances to allow for recorded image monitoring and establish procedures for red light infractions to be heard by the City's Special Magistrate; and WHEREAS, City of Opa-locka desires to piggyback the Request for Proposals and subsequent Agreement between American Traffic Solutions,Inc.,a Kansas corporation,and the City of Hialeah, Florida; and WHEREAS, The City of Hialeah advertised Request for Proposals No. 2007/08-0230-36- 007 for a traffic safety camera program and received four responses, with American Traffic Solutions, Inc. being the most responsive and responsible bidder; and WHEREAS, American Traffic Solutions, Inc. has exclusive knowledge, possession and ownership of certain equipment, licenses, applications and Notice of Violation processes related to digital photo red light enforcement systems provided by vendor pursuant to the RFP and anticipated Agreement; and WHEREAS, it is in the best interest of the health, safety and welfare of the City of Opa- Locka, Florida to establish a red light safety program. Resolution No. 09-7435 NOW,THEREFORE,BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission hereby piggybacks the Request for Proposals and subsequent Agreement between American Traffic Solutions,Inc.and the City of Hialeah,Florida for the Traffic Safety Camera Program and further authorizes the City Manager to execute an Agreement with American Traffic Solutions, Inc. in a contract form acceptable to the City Attorney. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 25 day of FEBRUARY , 2009. 7 . LLEY •YOR Attest: Approved as to form and legal su iciency: Deb rah Sc. Irby ; Burna• -tte Norri eeks Cit AA"Ci• Attorney Moved by: JOHNSON Seconded by: TAYLOR Commission Vote: 4-0 Commissioner Tydus: YES Commissioner Holmes: OUT OF ROOM Commissioner Johnson: YES Vice-Mayor Taylor: YES Mayor Kelley: YES CO(F1Y AGREEMENT BETWEEN THE CITY OF OPA-LOCKA AND AMERICAN TRAFFIC SOLUTIONS FOR TRAFFIC SAFETY CAMERA PROGRAM This Agreement (this "Agreement") is made as of this 2-7 day of Ma rct—► 2009 by and between American Traffic Solutions, Inc., a Kansas corporation with offices at 7681 East Gray Road, Scottsdale, Arizona 85260 ('Vendor"), and the City of Opa-locka, a Florida municipal corporation organized and existing under and by virtue of the laws of the State of Florida, 780 Fisherman Street, Opa-locka, Florida 33054 ("City"). RECITALS WHEREAS, Vendor has exclusive knowledge, possession and ownership of certain equipment, licenses, applications, and Notice of Violation processes related to the digital photo red light enforcement systems provided by Vendor pursuant to this Agreement; and NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1.0 Definitions. All definitions set forth in the Ordinance are incorporated herein. In addition, the following words and phrases shall have the following meanings in this Agreement: 1.1. "Authorized Employee" means the Traffic Control Infraction Review Officer, whose duties and qualifications are set forth in the City Ordinance. 1.2. "Authorized Infraction" means each Potential Infraction in the Infraction Data for which authorization to issue a Notice of Violation in the form of an Electronic Signature is given by the Authorized Employee by using the Vendor System. 1.3. "City Ordinance" means the City Ordinance regarding traffic safety enforcement, as may be amended from time to time. 1.4. "Civil Fee" means the fee assessed for violations of the City Ordinance, as set forth in the Ordinance. 1.5. "Confidential or Private Information" means, with respect to any Person, any information, matter or thing of a secret, confidential or private nature, whether or not so labeled, which is connected with such Person's business or methods of operation or concerning any of such Person's suppliers, licensors, licensees, City's or others with whom such Person has a business relationship, and which has current or potential value to such Person or the unauthorized disclosure of which could be detrimental to such Person, including but not limited to: 1.5.1. Matters of a business nature, including, but not limited to, information relating to development plans, costs, finances, marketing plans, data, procedures, business opportunities, marketing methods, plans and strategies, the costs of construction, installation, materials or components, the prices such Person obtains or has obtained from its clients or City's, or at which such Person sells or has sold its services; and 1.5.2. Matters of a technical nature, including, but not limited to, product information, trade secrets, know-how, formulae, innovations, inventions, devices, discoveries, techniques, formats, processes, methods, specifications, designs, patterns, schematics, data, access or security codes, compilations of information, test results and research and development projects. For purposes of this Agreement, the term "trade secrets" shall mean the broadest and most inclusive interpretation of trade secrets. 1.5.3. Notwithstanding the foregoing, Confidential Information will not include information that: (i) is a public record, and not otherwise exempt, pursuant to Florida law, (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure, (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission by any party hereto in breach of this Agreement, (iv) was subsequently lawfully disclosed to the disclosing party by a person other than a party hereto, (v) was required by a court of competent jurisdiction to be described, or(vi) was required by applicable state law to be described. 1.6. "Designated Intersection" means the Intersections, as that term is defined in the City Ordinance, set forth on Exhibit "A" attached hereto, and such additional Intersections, as Vendor and the City shall mutually agree from time to time through the parties' Project Managers. 1.7. "Electronic Signature" means the method through which the Authorized Employee indicates his or her approval of the issuance of a Notice of Violation in respect of a potential Infraction using the Vendor System. 1.8. "Enforcement Documentation" means the necessary and appropriate documentation related to the enforcement of Red Zone Infractions, as defined in the City Ordinance, including but not limited to warning letters, Notices of Violation (using the specifications of the hearing officer also known as the code enforcement Special Master and the City) a numbering sequence for use on all notices (in accordance with applicable state statutes and the City's 2 Ordinance), instructions to accompany each issued Notice of Violation (including in such instructions a description of basic enforcement procedures, payment options and information regarding the viewing of images and data collected by the Vendor System), chain of custody records, criteria regarding operational policies for processing Notices of Violation (including with respect to coordinating with the applicable vehicle registry), and technical support documentation for applicable hearing officers. 1.9. "Equipment" means any and all cameras, sensors, equipment, components, products, software and other tangible and intangible property relating to the Vendor Photo Red Light System(s), including, but not limited to, all camera systems, housings, sensor arrays, severs and poles. 1.10. "Governmental Authority" means any domestic or foreign government, governmental authority, court, tribunal, agency or other regulatory, administrative or judicial agency, commission, council or organization, and any subdivision, branch or department of any of the foregoing. 1.11. "Infraction" means any Infraction of the City's Ordinance. 1.12. "Infractions Data" means the images and other Infractions data gathered by the Vendor System at the Designated Intersection. 1.13. "Installation Date of the TSCP" means the date on which Vendor completes the construction and installation of at least one Intersection in accordance with the terms of this Agreement so that such Intersection is operational for the purposes of functioning with the TSCP. 1.14. "Intellectual Property" means, with respect to any Person, any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the world, including but not limited to copyrights, moral rights and mask works, (b) trademark and trade name rights and similar rights, (c) trade secrets rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature), whether arising by operation of law, contract, license, or otherwise, and (I) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing), of such Person, consistent with the definition of such terms in Florida Statutes. 1.15. "Notice of Violation" shall mean the Notice of an Infraction, which is mailed or otherwise delivered by Vendor to the alleged violator on the appropriate Enforcement Documentation in respect of each Authorized Infraction pursuant to the requirements of the City Ordinance. 1.16. "Operational Period" means the period of time during the Term, commencing on the Installation Date, during which the TSCP is functional in order to permit the identification and the issuance of Notices of Violation for approved Infractions using the Vendor System. 1.17. "Ordinance" shall mean City of Opa-locka Ordinance regarding traffic safety enforcement, as may be amended from time to time. 3 1.18. "Person" means a natural individual, company, Governmental Authority, partnership, firm, corporation, legal entity or other business association. 1.19. "Project Manager" means the project manager appointed by the City in accordance with this Agreement, which shall be the Mayor, or his designee and shall be responsible, on behalf of City, for overseeing the installation at the Designated Intersections and the implementation of the TSCP, and which Mayor shall have the power and authority to make management decisions relating to the City's obligations pursuant to this Agreement, including, but not limited to, change order authorizations, subject to any limitations set forth in the City's Charter or Ordinance or by the City Commission. 1.20. "Potential Infraction" means, with respect to any motor vehicle passing through a Designated Intersection, the data collected by the Vendor System with respect to such motor vehicle, which data shall be processed by the Vendor System for the purposes of allowing the Authorized Employee to review such data and determine whether a Red Zone Infraction has occurred. 1.21. "Proprietary Property" means, with respect to any Person, any written or tangible property owned or used by such Person in connection with such Person's business, whether or not such property is copyrightable or also qualifies as Confidential Information, including without limitation products, samples, equipment, files, lists, books, notebooks, records, documents, memoranda, reports, patterns, schematics, compilations, designs, drawings, data, test results, contracts, agreements, literature, correspondence, spread sheets, computer programs and software, computer printouts, other written and graphic records and the like, whether originals, copies, duplicates or summaries thereof, affecting or relating to the business of such Person, financial statements, budgets,projections and invoices. 1.22. "Vendor Marks" means all trademarks registered in the name of Vendor or any of its affiliates, such other trademarks as are used by Vendor or any of its affiliates on or in relation to TSCP at any time during the Term of this Agreement, service marks, trade names, logos, brands and other marks owned by Vendor, and all modifications or adaptations of any of the foregoing. 1.23. "Vendor Project Manager" means the project manager appointed by Vendor in accordance with this Agreement, which project manager shall initially be named by the Vendor within 14 days of the execution of this Agreement or such person as Vendor shall designate by providing written notice thereof to the City from time to time, who shall be responsible for overseeing the construction and installation of the Designated Intersections and the implementation the TSCP, and who shall have the power and authority to make management decisions relating to Vendor's obligations pursuant to this Agreement, including, but not limited to, change-order authorizations. 1.24 "Traffic Safety Camera Program (TSCP)" means, collectively, the TSCP provided by Vendor and all of the other equipment, applications,back office processes and digital red light traffic enforcement cameras, sensors, components, products, software and other tangible and intangible property relating thereto. 4 1.25. "TSCP Process" means the process by which the monitoring, identification and enforcement of Infractions of the Red Zone Infractions is facilitated by the use of certain equipment, applications and back office processes of Vendor, including, but not limited to, cameras, flashes, central processing units, signal controller interfaces and sensor arrays which, collectively, are capable of identifying Infractions and recording such Infraction data in the form of photographic images of motor vehicles. 1.26. "Photo Red Light Infraction Criteria" means the standards and criteria by which Potential Infractions will be evaluated by Authorized Employees of the City, which standards and criteria shall include, but are not limited to, the definition of a Red Zone Infraction set forth in the City Ordinance, relying upon the duration of time that a traffic light must remain red prior to a Infraction being deemed to have occurred, and the location(s) in an intersection which a motor vehicle must pass during a red light signal prior to being deemed to have committed a Infraction, all of which shall be in compliance with all applicable laws, rules and regulations of Governmental Authorities. 1.27. "Traffic Signal Controller Boxes" means the signal controller interface and detector, including, but not limited, to the radar or video loop, as the case may be. 1.28. "Warning Period" means the period of ninety (90) days after the Installation Date of the first intersection approach, as set by the Ordinance. The term of this Agreement shall commence as of the date hereof and shall continue for a period of three years after the date of the first paid notice from the first installed System (the "Initial Term"). The City shall have the right, but not the obligation, to extend the term of this Agreement for consecutive two—year periods following the expiration of the Initial Term (a "Renewal Term" and collectively with the Initial Term, the "Term"). The City may exercise the right to extend the term of this Agreement for a Renewal Term by providing written notice to Vendor not less than 60 days prior to the last day of the Initial Term or Renewal Term. 3.0 Services. Vendor shall provide the TSCP to the City, in each case in accordance with the terms and provisions of the Ordinance. 3.1. Installation. With respect to the construction and installation of the Designated Intersection and the installation of the Vendor System at such Designated Intersection, the City and Vendor shall have the respective rights and obligations set forth on Exhibit "B" attached hereto. 3.2. Maintenance. With respect to the maintenance of the Vendor System at the Designated Intersections, the City and Vendor shall have the respective rights and obligations set forth on Exhibit "C "attached hereto. 3.3. Infraction Processing. During the Operational Period, Infractions shall be processed as set forth on Exhibit "D", attached hereto. 3.4. Prosecution. The City shall prosecute Ordinance violations in respect thereof pursuant to the terms, procedures and requirements of the City Ordinance. 5 3.5. Other Rights and Obligations. During the Term, in addition to all of the other rights and obligations set forth in this Agreement, Vendor and the City shall have the respective rights and obligations set forth on Exhibit "E" attached hereto. 3.6. Change Orders. The 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 pursuant to the terms of this Agreement by providing written notice thereof to Vendor, setting forth in reasonable detail the proposed changes (a "Change Order Notice"). Upon Vendor's receipt of a Change Order Notice, Vendor shall deliver a written statement describing the effect, if any, the proposed changes would have on the terms set forth in Exhibit " E " (the "Change Order Proposal"), which Change Order Proposal shall include (i) a detailed breakdown of the charge and schedule effects, (ii) a description of any resulting changes to the specifications and obligations of the parties, (iii) a schedule for the delivery and other performance obligations, and (iv) any other information relating to the proposed changes reasonably requested by the City. Following the 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. 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 16.0. The City may from time to time consider it in its best interest to change, modify or extend term, conditions or covenants of this Agreement or require changes in the scope of the Services to be performed by Vendor, or request Vendor to perform additional services regardless of and without invalidating the process that was used to procure the services enumerated under this Agreement. Such Change Orders shall not invalidate, the procurement process or this Agreement nor relieve or release Vendor or the Customer of any of its obligations under this Agreement unless stated therein 4.0 License;Reservation of Rights. 4.1. License. Subject to the terms and conditions of this Agreement, Vendor hereby grants the City, and the City hereby accepts from Vendor upon the terms and conditions herein specified, a non-exclusive, non-transferable license during the Term of this Agreement to: (a) solely within the City, access and use the Vendor System for the sole purpose of reviewing Potential Infractions and authorizing the issuance of Notices of Infraction pursuant to the terms of this Agreement, and to print copies of any content posted on the Vendor System in connection therewith, (b) disclose to the public (including outside of the City) that Vendor is providing services to the City in connection with TSCP pursuant to the terms of this Agreement, and (c) use and display the Vendor Marks on or in marketing, public awareness or education, or other publications or materials relating to the TSCP, so long as any and all such publications or materials are approved in advance by Vendor. 4.2. Reservation of Rights. The City hereby acknowledges and agrees that: (a) Vendor is the sole and exclusive owner of the Vendor System, the Vendor Marks, all Intellectual Property arising from or relating to the Vendor System, and any and all related Equipment provided 6 under this Agreement, (b) the City neither has nor makes any claim to any right, title or interest in any of the foregoing, except as specifically granted or authorized under this Agreement, and (c) by reason of the exercise of any such rights or interests of City pursuant to this Agreement, the City shall gain no additional right, title or interest therein. 4.3. Restricted Use. The City hereby covenants and agrees that it shall not (a) make any modifications to the Vendor System, including, but not limited to, any Equipment, (b) alter, remove or tamper with any Vendor Marks, (c) use any of the Vendor Marks in any way which might prejudice their distinctiveness, validity or the goodwill of Vendor therein, (d) use any trademarks or other marks other than the Vendor Marks in connection with the City's use of the Vendor System pursuant to the terms of this Agreement without first obtaining the prior consent of Vendor, or (e) disassemble, de-compile or otherwise perform any type of reverse engineering to the Vendor System, the Vendor System, including, but not limited to, any Equipment, or to any, Intellectual Property or Proprietary Property of Vendor, or cause any other Person to do any of the foregoing. 4.4. Protection of Rights. Vendor shall have the right to take whatever action it deems necessary or desirable to remedy or prevent the infringement of any Intellectual Property of Vendor, including, without limitation, the filing of applications to register as trademarks in any jurisdiction any of the Vendor Marks, the filing of patent application for any of the Intellectual Property of Vendor, and making any other applications or filings with appropriate Governmental Authorities. The City shall not take any action to remedy or prevent such protective activities, and shall not in its own name make any registrations or filings with respect to any of the Vendor Marks or the Intellectual Property of Vendor without the prior written consent of Vendor. 4.5. Infringement. The City shall use its reasonable best efforts to give Vendor prompt notice of any activities or threatened activities of any Person of which it becomes aware that infringes or violates the Vendor Marks or any of Vendor's Intellectual Property or that constitute a misappropriation of trade secrets or act of unfair competition that might dilute, damage or destroy any of the Vendor Marks or any other Intellectual Property of Vendor. Vendor shall have the exclusive right, but not the obligation, to take action to enforce such rights and to make settlements with respect thereto. 4.6. Infringing Use. The City shall give Vendor prompt written notice of any action or claim action or claim, whether threatened or pending, against the City alleging that the Vendor Marks, or any other Intellectual Property of Vendor, infringes or violates any patent, trademark, copyright, trade secret or other Intellectual Property of any other Person, and the City shall render to Vendor such reasonable cooperation and assistance as is reasonably requested by Vendor in the defense thereof; provided, that Vendor shall reimburse the City for any reasonable costs, including, without limitation, attorneys fees and court costs, as well as City staff costs, incurred in providing such cooperation and assistance. If such a claim is made and Vendor determines in the exercise of its sole discretion, or a court or administrative proceeding of competent jurisdiction determines, that an infringement may exist, Vendor shall have the right, but not the obligation, to procure for the City the right to keep using the allegedly infringing items, modify them to avoid the alleged infringement or replace them with non-infringing items, all at no cost to the City. In addition, in such event, 7 • the City has the right, but not the obligation, to terminate this Agreement pursuant to paragraph 6.1. 5.0 Representations and Warranties. 5.1. Vendor Representations and Warranties. 5.1.1. Authority. Vendor hereby warrants and represents that: 5.1.1.1. it has all right, power and authority to execute and deliver this Agreement and perform its obligations hereunder; and, 5.1.1.2. to the extent legally required, Vendor has all ownership rights, licenses, or other required authority to use the software and hardware it installs to perform the services under this Agreement. 5.1.2. Professional Services. Vendor hereby warrants and represents that any and all services provided by Vendor pursuant to this Agreement shall be performed in a professional and workmanlike manner and, with respect to the installation of the Vendor System, subject to applicable law, in compliance with all specifications provided to Vendor by the City. 5.2. City Representations and Warranties. 5.2.1. Authority. The City hereby warrants and represents that it has all right, power and authority to execute and deliver this Agreement and perform its obligations hereunder; provided that Vendor acknowledges that the initial program is premised on being consistent with the requirements and authority of state law, applicable attorney general opinions, and the City's Ordinance, and City cannot and does not warrant the outcome of any judicial or legislative action that may be taken affecting these authorities subsequent to the execution of this Agreement. 5.3. Professional Services. The City hereby warrants and represents that any and all services provided by the City pursuant to this Agreement shall be performed in a professional and workmanlike manner. 6.0 Termination. 6.1. Termination for Cause: Either party shall have the right to terminate this Agreement immediately by written notice to the other if (i) state or federal statutes are amended, or regulations or policies are adopted by agencies with jurisdiction, to prohibit or materially change the operation of TSCP so as to make it reasonably impractical to operate the red light enforcement program, including, without limitation, changes that would prohibit the red light enforcement program, or which would impose restrictions on revenues and uses that are contrary to the terms of this Agreement, (ii) any court having jurisdiction over City 8 rules, or declares, that the City's red light enforcement program is invalid or results from the Vendor System of photo red light enforcement are inadmissible in evidence, or otherwise renders a decision that makes it reasonably impractical to operate the red light enforcement program, (iii) a determination by a court of competent jurisdiction or other applicable dispute resolution forum that Vendor has infringed upon a third party's patent, trademark, copyright, trade secret or other intellectual property, (iv) the other party commits any material breach of any of the provisions of this Agreement, (v) Vendor's non-payment of revenues to City as required by this Agreement. In the event of a termination due to this Section, City shall be relieved of any further obligations to Vendor other than as specified herein. Either party shall have the right to remedy the cause for termination within 45 calendar days (or within such other time period as the City and Vendor shall mutually agree, which agreement shall not be unreasonably withheld or delayed) after written notice from the non-causing party setting forth in reasonable detail the events of the cause for termination. The rights to terminate this Agreement given in Section 6.1 shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach of this Agreement. 6.2. Warning Period. The Ordinance provides for a Warning Period, during which time courtesy notices of infractions, with no civil fees, are used. The parties hereto acknowledge that this Warning Period will be used to verify the reliability of the program and the detection of infractions, as well as to monitor anticipated changes in state law on the subject of camera enforcement of red light infractions. The Warning Period shall commence on the date the initial camera and the Infraction Processing procedures become operational, with the exact date to be confirmed in writing by the parties' Project Managers. At any time up to the conclusion of the initial Warning Period, the City, through a motion adopted by the City Commission, may terminate the TSCP, for any or no cause. The City shall not be liable for any costs or expenses incurred by Vendor during this Warning Period. If the City Commission determines to terminate the program pursuant to this paragraph, this Agreement shall be deemed terminated and the parties shall proceed pursuant to Section 6.3 below. In addition to the City's right to terminate during the Warning Period, for a period of 90 calendar days after the expiration of the Warning Period, either party shall have the right to terminate the Agreement. 6.3. Procedures Upon Termination. The termination of this Agreement shall not relieve either party of any liability that accrued prior to such termination. Except as set forth in this Section 6.3, upon the termination of this Agreement, all of the provisions of this Agreement shall terminate, and: 6.3.1. Vendor shall (i) immediately cease to provide services, including, but not limited to, work in connection with the construction or installation activities and services in connection with the TSCP, (ii) promptly deliver to the City any and all Proprietary Property of the City provided to Vendor pursuant to this Agreement, (iii) promptly deliver to the City a final report to the City regarding the collection of data and the issuance of Notices of Infraction in such format and for such periods as the City may reasonably request, and which final report Vendor shall update or supplement from time to time when and if additional data or information 9 becomes available, (iv) provide City all data pertaining to outstanding Civil Fee payments due and owing to City and potential payments due to Vendor, (v) provide City with its proposed schedule for the removal of the Vendor's equipment, at no cost to the City, from the City and once such schedule is approved by City Vendor shall remove such pursuant to the schedule; and (vi) provide such assistance as the City may reasonably request from time to time in connection with prosecuting and enforcing Notices of Infraction issued prior to the termination of this Agreement; 6.3.2. The City shall (i), except for pending enforcement cases, immediately cease using the TSCP, accessing the Vendor System and using any other Intellectual Property of Vendor, and (ii) promptly deliver to Vendor any and all Proprietary Property of Vendor provided to the City pursuant to this Agreement, other than such equipment installed by Vendor along the roadways for the enforcement program; and 6.3.3. Unless the City and Vendor have agreed to enter into a new agreement relating to the TSCP or have agreed to extend the Term of this Agreement, Vendor shall remove any and all Equipment or other materials of Vendor installed in connection with Vendor's performance of its obligations under this Agreement, at no cost to City, including, but not limited to, housings, poles and camera systems, and Vendor shall restore the Designated Intersections to substantially the same condition such Designated Intersections were in immediately prior to this Agreement, except for foundation removal, which shall be left approximately flush with grade and no exposed rebar, steel or other hazards, at no cost to City pursuant to the schedule agreed upon by the parties in section 6.3.1. 7.0 Fees to be Paid to Vendor and Payment Processing. 7.1. Vendor shall have the right to receive the compensation set forth on, and pursuant to, Exhibit F attached hereto. 7.2. Vendor shall be responsible for processing payments of the Civil Fees. The Vendor shall provide payment means through mail, telephone and on-line processes. Vendor shall track all payments and handle all applied payments, unapplied payments, overpayments,refunds, adjustments, dismissals and reversals. 7.3. Vendor shall pay City all payments received during a calendar month, no later than the 7th day of the next following month. 7.4. Vendor shall invoice the City for all applicable fees according to the fee schedule delineated on Exhibit "F". Along with the invoice, Vendor shall provide information to the City, in a format acceptable to the City, supporting the invoice amounts forwarded by Vendor to the City. In addition, City shall have access to the financial reporting functions of Vendor's system upon City's request. 8.0 Survival. Notwithstanding the foregoing, the parties' obligations shall survive the termination of the Agreement to the extent necessary to fulfill the parties' accrued monetary obligations under this Agreement. 10 9.0 Confidentiality. During the term of this Agreement and for a period of 3 years thereafter, neither party shall disclose to any third person, or use for itself in any way for pecuniary gain, any Confidential Information learned from the other party during the course of the negotiations for this Agreement or during the Term of this Agreement, subject to the obligations and requirements of Florida's public records laws and public meetings law. Upon termination of this Agreement, each party shall return to the other all tangible Confidential Information of such party. Each party shall retain in confidence and not disclose to any third party any Confidential Information without the other party's express written consent, except (a) to its employees who are reasonably required to have the Confidential Information, (b) to its agents, representatives, attorneys and other professional advisors that have a need to know such Confidential Information, provided that such parties undertake in writing (or are otherwise bound by rules of professional conduct) to keep such information strictly confidential, and (c) pursuant to, and to the extent of a request or order by any Governmental Authority, including laws relating to public records. 10.0 Indemnification and Liability. 10.1. Indemnification - Negligence. The Vendor agrees to defend, indemnify and hold harmless the City, its trustees, elected and appointed officers, agents, servants and employees, from and against any and all claims, demands, or causes of action of whatsoever kind or nature, and the resulting losses, costs, expenses, reasonable attorneys' fees, liabilities, damages, orders,judgments, or decrees ("Losses"), sustained by the City or any third party arising out of, or by reason of, or resulting from the Vendor's negligent acts, errors, or omissions, except to the extent such Losses arise from the negligence of the City or City's employees, officers or agents. 10.2. Indemnification - Infringements. The Vendor shall indemnify City for all loss, damage, expense or liability including, without limitation, court costs and attorneys' fees that may result by reason of any infringement or claim of infringement of any patent, trademark, copyright, trade secret or other proprietary right relating to services furnished pursuant to this Agreement. The Vendor will defend and/or settle at its own expense, with legal counsel reasonably acceptable to the City, any action brought against the City to the extent that it is based on a claim that products or services furnished to City by the Vendor pursuant to this Agreement, or if any portion of the services or goods related to the performance of the service becomes unusable as a result of any such infringement or claim. Any infringement or claim that renders any portion of the services to be performed by this agreement to be unusable, or materially affects the Vendor's Red Light System as functionally described herein, shall be grounds for a default of this Agreement. 10.3. The parties recognize that various provisions of this Agreement, including but not necessarily limited to this Section, provide for indemnification to be provided by the Vendor and agree that in the event that the law is construed to require a specific consideration to be given therefore, the parties therefore agree that the sum of$10.00, receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Vendor. Furthermore, the parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this 11 Agreement and continue in full force and effect as to the Vendor's responsibility to indemnify for events occurring during the term of this Agreement for a period of not less than 5 years after expiration or termination of the Agreement. 10.4. Legal Challenges. The parties recognize and acknowledge that the TSCP contemplated herein may be subject to legal challenge and/or judicial review as a new or innovative program. It is understood and acknowledged that various aspects of the program may be challenged. In the event of a legal challenge to the Program, Vendor and City shall share the cost of the defense on a pro-rata basis. 10.5. In the event that a court of competent jurisdiction or the State of Florida, including any of its agencies, orders or requires the City to return any payments made for infractions of the City Ordinance, Vendor shall, at no additional charge, assist City to perform all relevant portions of any such order, decree, judgment, etc., required to be performed by the City including, but not limited to, assisting the City to locate each violator so that any ordered reimbursement may be made. 10.6. Change in State Law. If State Uniform Traffic Laws are enacted to establish statewide standards for Red Light Camera usage, sections 10.4 and 10.5 shall automatically become void. 10.7. Notice of Claims. If the City or Vendor receives notice of any claim or circumstances which may give rise to an indemnified loss under this Section 10, the receiving party shall give written notice to the other party within 10 working days of receipt. The notice must include the following: (a) a description of the indemnification event in reasonable detail, (b) the basis on which indemnification may be due, and (c) the anticipated amount of the indemnified loss. This notice does not estop or prevent the City from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. If the City does not provide this notice within the 10 day period, it does not waive any right to indemnification except to the extent that Vendor is directly prejudiced, suffers loss, or incurs expense because of the delay. 11.0 Independent Contractor. This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that the Vendor is an independent contractor under this Agreement and not the City's employee for all purposes, including, but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law. The Vendor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Vendor's activities and responsibilities hereunder provided, further that administrative procedures 12 applicable to services rendered under this Agreement shall be those of Vendor, which policies of Vendor shall not conflict with City, or United States policies,rules or regulations relating to the use of Vendor's funds provided for herein. The Vendor agrees that it is a separate and independent enterprise from the City, that it has full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Vendor and the City and the City will not be liable for any obligation incurred by Vendor, including, but not limited to, unpaid minimum wages and/or overtime premiums. 12.0 Assignments; Amendments. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances, by either party, including, without limitation, purchases of controlling interest in Vendor or merger, without the prior written consent of the other party. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 13.0 No Contingent Fees. Vendor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Vendor to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Vendor any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or Infraction of this provision, the City shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 14.0 Notices. Whenever any party desires to give notice unto any other party, said notice shall be delivered by any mailing or delivery service that provides verification of delivery addressed to the party for whom it is intended, at the places last specified, and the places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this section. For the present, the VENDOR and the CITY designate the following as the respective places for giving of notice: City: Mayor Joseph Kelley City of Opa-locka 780 Fisherman Street, 4th floor Opa-locka, Florida 33054 Tele: (305) 688-4611 Fax: (305) 953-2834 Copies To: Burnadette Norris-Weeks, City Attorney City of Opa-locka- Office of the City Attorney 13 780 Fisherman Street, 4`h Floor Opa-locka, Florida 33054 Tele: (305) 953-2830 Fax: (305) 769-6107 Rodney Ballantyne, Acting Chief of Police City of Opa-locka Police Department 2495 Ali Baba Avenue Opa-locka, Florida 33054 Tele: (305) 681-1033 Fax: (305) 953-2820 Vendor: American Traffic Solutions, Inc. 7681 E Gray Road Scottsdale,AZ 85260 Attention: General Counsel Tele: (480) 596-4704 Fax: (480) 596-4501 15.0 Audit Rights. Each of parties hereto shall have the right to audit the books and records of the other party hereto (the "Audited Party") solely for the purpose of verifying the payments, if any, payable pursuant to this Agreement. Any such audit shall be conducted upon not less than 48 hours prior notice to the Audited Party, at mutually convenient times and during the Audited Party's normal business hours. Except as otherwise provided in this Agreement, the cost of any such audit shall be borne by the non-Audited Party. In the event any such audit establishes any underpayment of any payment payable by the Audited Party to the non-Audited Party pursuant to this Agreement, the Audited Party shall promptly pay the amount of the shortfall, and in the event that any such audit establishes that the Audited Party has underpaid any payment by more than ten percent (10%) of the amount actually owing, the cost of such audit shall be borne by the Audited Party. In the event any such audit establishes any overpayment by the Audited Party of any payment made pursuant to this Agreement, non-Audited Party shall promptly refund to the Audited Party the amount of the excess. 16.0 Dispute Resolution Upon the occurrence of any dispute or disagreement between the parties hereto arising out of or in connection with any term or provision of this Agreement, the subject matter hereof, or the interpretation or enforcement hereof(the "Dispute"), the parties shall engage in informal, good faith discussions and attempt to resolve the Dispute. The designated officers shall meet as often as the parties shall deem to be reasonably necessary. Such officers will discuss the Dispute. If the parties are unable to resolve the Dispute in accordance with this Section 16.0, and in the event that either of the parties concludes in good faith that amicable resolution through continued negotiation with respect to the Dispute is not reasonably likely, then the parties may mutually agree to submit to binding or nonbinding arbitration or mediation. 17.0 Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf 14 of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 18.0 Headings. Headings herein are for the convenience of reference only and shall not be considered on any interpretation of this Agreement. 19.0 Exhibits. Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The exhibits shall be treated as part of this Agreement and are incorporated herein by reference. 20.0 Waiver. Failure of either party to insist upon strict performance of any covenant or condition of this Agreement, or to execute any right herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right, but the same shall remain in full force and effect. 21.0 Legal Representation. It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and, accordingly, the rule that a contract shall be interpreted strictly against the party preparing same shall not apply herein due to the joint contributions of both parties. 22.0 Severability. If any provision of this Agreement or application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law, except that this provision shall not be deemed to deprive any party of any legal remedy, including termination. 23.0 Insurance. 23.1. Throughout the term of this Agreement, the Vendor agrees to maintain in force at their own expense insurance as follows: 23.1.1. Comprehensive General Liability insurance to cover liability for bodily injury and property damage. Exposures to be covered are premises, operations, products\completed operations, and contractual liability. Coverage must be written on an occurrence basis, with the following limits of liability. A.Bodily Injury/Property Damage 1. Each Occurrence $1,000,000.00 2. Annual Aggregate $1,000,000.00 B. Personal Injury 1. Annual Aggregate $1,000,000.00 23.1.2.Worker's Compensation Insurance shall be maintained during the life of this contract to comply with Florida statutory limits for all employees. The following limits must 15 be maintained: A. Worker's Compensation Statutory B. Employer's Liability $100,000.00 each accident $500,000.00 Disease-policy limit $100,000.00 Disease-employee If Vendor claims to be exempt from this requirement, Vendor shall provide City proof of such exemption along with a written request for City to exempt Vendor, written on Vendor letterhead. 23.1.3. Comprehensive Auto Liability - coverage shall include owned, hired and non-owned vehicles A. Bodily Injury and Property Damage combined single limit 1. Each Occurrence $1,000,000.00 2. Annual Aggregate $1,000,000.00 23.1.4. Professional Liability - $1,000,000.00. 23.1.5. Vendor shall name the City as an additional insured on each of the policies required herein, with the exception of the Vendor's Worker's Compensation policy and Professional Liability, and shall hold the City harmless on account of claims for damages to persons, property or premises arising out of the services provided hereunder, except to the extent such damages are incurred as a result of the City's negligence or willful misconduct. 23.1.6. Certificates of Insurance, reflecting evidence of the required insurance, shall be filed with the City's Risk Manager prior to the commencement of this Agreement. These Certificates shall contain a provision that coverage's afforded under these policies will not be canceled or impaired until at least 45 days prior written notice has been given to the City. Policies shall be issued by companies authorized to do business under the laws of the State of Florida. Financial Ratings must not be less than "A-VI." Insurance shall be in force until the obligations required to be fulfilled under the terms of the Contract are satisfied. In the event the insurance certificate provided indicates that the insurance shall terminate and lapse during the period of this contract, than in that event, the Vendor shall furnish, at least 30 days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage for the balance of the period of the contract and extension thereunder is in effect. 23.1.7. Any insurance required of Vendor pursuant to this Agreement must also be required by any sub-contractor of Vendor in the same limits and with all requirements as provided herein, including naming the City as an additional insured, if any work is subcontracted unless such subcontractor is covered by the protection afforded by the Vendor and provided proof of such coverage is provided to City. The Vendor and any sub-contractor of Vendor shall maintain such policies during the term of this Agreement. 16 24.0 Governing Law. This Agreement shall be governed by the laws of the State of Florida with venue lying in Miami-Dade County, Florida. 25.0 Extent of Agreement. This Agreement represents the entire and integrated agreement between the City and the Vendor and supersedes all prior negotiations, representations or agreements, either written or oral. 26.0 Waiver of Jury Trial. In the event of any litigation between the parties which in any way arises out of this Agreement, the parties hereby agree to waive any right to trial by jury. 27.0 RFP. Vendor agrees to comply with any provisions of the RFP which are not in conflict with this Agreement, and to comply with and honor any written representations, clarifications and exceptions made by Vendor during the RFP process. 28.0 Compliance with Law. Vendor shall comply with all applicable laws in the performance of its services hereunder, and represents that it possesses all required licenses and certifications to perform the services. (THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK) IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed 17 • COPY IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this the day and year first above written. City of Opa-locka, Florida 780 Fisherman Street Opa-locka, Florida 33054 Attest: Authorized signature on behalf of City of Opa-locka Z Cit Jerk . e C --y ILA rz- (SEAL) Approved as to legal sufficiency and as to form: City Attorney American Traffic Solutions, Inc. 7681 E. Gray Road Scottsdale, Arizona 85260 Authorized signature of the firm Attest.• Alb z. ..q 6 ' ' Adam E. Tuton Date General Counsel EVP/COO 18 EXHIBIT "A" • Designated Intersection The parties shall mutually agree on the designated intersections. Installation of any approach is subject to engineering and video analysis results. Additional approaches will be selected based on collision history, input and recommendations from the City's Police Department, and an engineering feasibility assessment. Vendor shall make best efforts to apply for a permit within 60 days of the approval of this Agreement by the City Commission. Vendor will provide the City with video evaluation of candidate sites using the Axsis VIMS system to assist the City's Police Department in its recommendations. The program may be implemented at additional intersections after the conclusion of the Warning Period. The intersections will be designated by the Police Department, which designation will be based upon Police Department staff review and an engineering analysis. 19 EXHIBIT "B" Construction and Installation Obligations Timeframe for Installation: Traffic Safety Camera Program Vendor will have each specified intersection installed and activated in phases in accordance with an implementation plan to be mutually agreed to by Vendor Traffic Systems and the City. Vendor will use reasonable commercial efforts to install the system in accordance with the schedule set forth in the implementation plan that will be formalized upon project commencement. Vendor will use reasonable commercial efforts to install and activate all specified intersection within 45 days subsequent to receipt of all permits required by section 1.4 of this Exhibit B. 1. Vendor Obligations. Vendor shall do or cause to be done each of the following (in each case, unless otherwise stated below, at Vendor's sole expense): 1.1. Appoint the Vendor Project Manager and a project implementation team consisting of between one and four people to assist the Vendor Project Manager; 1.2. Request current "as-built" electronic engineering drawings for the Designated Intersections (the "Drawings") from the County traffic engineer; 1.3. Develop and submit to the City for approval construction and installation specifications in reasonable detail for the Designated Intersection, including but not limited to specifications for all radar sensors, pavement loops, electrical connections and traffic controller connections, as required; 1.4. Seek approval from the relevant Governmental Authorities having authority or jurisdiction over the construction and installation specifications for the Designated Intersection (collectively, the "Approvals"), which will include compliance with City permit applications; 1.5. Seek rights from private property owners, as necessary for the placement of System Equipment at designated intersections where Governmental Authorities have jurisdiction over the designated intersection and adjacent rights of right of way, and such governmental Entity denies authority to Vendor for the installation of its equipment; 1.6. Finalize the acquisition of the Approvals; 1.7. Submit to the City a public awareness strategy for the City's consideration and approval, which strategy shall include media and educational materials for the City's approval or amendment according to the Vendor proposal (the "Awareness Strategy"); 20 1.8. Develop the Red Light Infraction Criteria in consultation with the City; 1.9. Develop the Enforcement Documentation for approval by the City, consistent with the requirements of the City Ordinance; 1.10. Complete the installation and testing of all necessary Equipment, including hardware and software, at the Designated Intersections (under the supervision of the City); 1.11. Cause an electrical sub-contractor to complete all reasonably necessary electrical work at the Designated Intersections, including but not limited to the installation of all related Equipment and other detection sensors, poles, cabling, telecommunications equipment and wiring, which work shall be performed in compliance with all applicable local, state and federal laws and regulations; 1.12. Install and test the functionality of the Designated Intersections with the Vendor System and establish fully operational Infraction processing capability with the Vendor System; 1.13. Implement the use of the Vendor System at each of the Designated Intersections; 1.14. Deliver the Materials to the City; 1.15. Issue Notices of Infraction, and if the civil penalty is unpaid or the alleged violator requests a hearing, issue Notices of Hearing for Authorized Infractions pursuant to City Ordinance; 1.16. Obtain access to the records data of the Department of Motor Vehicles in Vendor's capacity as needed for the program; 1.17. Vendor shall provide training for personnel of the City, including, but not limited to, the persons who City shall appoint as Authorized Employees and other persons involved in the administration of the TSCP, regarding the operation of the Vendor System and the TSCP. This shall include training with respect to the Vendor System and its operations, strategies for presenting Infractions Data in court and judicial proceedings and a review of the Enforcement Documentation; 1.18. Interact with court and judicial personnel, including the City's hearing officer to address issues regarding the implementation of the Vendor System, the development of a subpoena processing timeline that will permit the offering of Infractions Data in hearings and judicial proceedings, and coordination between Vendor, the City and the City's Hearing officer; 1.19. Provide reasonable public relations resources and media materials to the City in the event that the City elects to conduct a public launch of the TSCP; and 1.20. Notice of Violation processing and Notice of Violation re-issuance, as well as notice of hearing. 21 2. CITY OBLIGATIONS. The City shall do or cause to be done each of the following (in each case, unless otherwise stated below, at City's sole expense): 2.1.1. Appoint the Project Manager; 2.1.2. Assist Vendor in obtaining the Drawings from the relevant Governmental Authorities; 2.1.3. Notify Vendor of any specific requirements relating to the construction and installation of any Intersection or the implementation of the TSCP; 2.1.4. Assist Vendor in seeking the Approvals; 2.1.5. Provide reasonable access to the City's properties and facilities in order to permit Vendor to install and test the functionality of the Designated Intersections and the TSCP; 2.1.6. Provide reasonable access to the personnel of the City and reasonable information about the specific operational requirements of such personnel for the purposes of performing training; 2.1.7. Seek approval or amendment of Awareness Strategy and provide written notice to Vendor with respect to the quantity of media and program materials (the "Materials") that the City will require in order to implement the Awareness Strategy during the period commencing on the date on which Vendor begins the installation of any of the Designated Intersection and ending 6 months after the Installation Date; 2.1.8. Assist Vendor in developing the Red Light Infraction Criteria; and, 2.1.9. Seek approval of the Enforcement Documentation. 2.1.10. The City shall, on a form (attached as Exhibit G) provided by Vendor, provide verification to the State Department of Motor Vehicles, National Law Enforcement Telecommunications System, or appropriate authority indicating that Vendor is acting as an Agent of the Customer for the purposes of accessing vehicle ownership data pursuant to the list of permissible uses delineated in the Drivers Privacy Protection Act 18 U.S.C. § 2721, Section (b)(1) and as may otherwise be provided or required by any provision of applicable state law. 2.1.11. If feasible, and only after all necessary approvals have been obtained from utilities and other governmental entities with jurisdiction, City shall allow Vendor to access power from existing power sources at no cost to City and shall allow or facilitate access to traffic signal phase connections to a pull box, pole base, or controller cabinet nearest to each Camera System within the City's jurisdiction. 22 2.1.12. The Police Department shall process each potential violation in accordance with State Laws and/or City Ordinances within 7 business days of its appearance in the Police Review Queue, using Axsis to deteimine which violations will be issued as Citations or Notices of Violation or as soon as reasonably practical in the event of technical difficulties, power outages, or other circumstances beyond the City's control, or with the consent or approval of Vendor for extension. 2.1.13. City shall provide access to the Internet for the purpose of processing violations and adjudications. 2.1.14. Vendor shall, at no additional cost to the City, provide Police Department / Adjudication workstation computer monitors for citation review and approval which should provide a resolution of 1280 x 1024, which shall be returned to Vendor in the event the Agreement is terminated. 2.1.15.For optimal data throughput, Police Department I Adjudication workstations should be connected to a high-speed Internet connection with bandwidth of T-1 or greater. Vendor will coordinate directly with the City's Information Technology (IT) Department on installation and implementation of the computerized aspects of the program. 2.1.16. Police Department shall provide signatures of all authorized police users who will review events and approve citations on forms provided by Vendor. 2.1.17. In the event that remote access to the ATS Axsis VPS System is blocked by City's network security infrastructure, the City's IT Department and the counterparts at ATS shall coordinate to facilitate appropriate communications access while maintaining required security measures. 23 EXHIBIT "C" Maintenance 1. All repair and maintenance of Traffic Safety Camera Program systems and related equipment will be the sole responsibility of Vendor, including but not limited to maintaining the casings of the cameras included in the Vendor System and all other Equipment in reasonably clean and graffiti-free condition. 2. Vendor shall not open the Traffic Signal Controller Boxes without a representative of Miami- Dade County Traffic Engineering present. 3. The provision of all necessary communication, broadband and telephone services to the Designated Intersections will be the sole responsibility of the Vendor. 4. The provision of all necessary electrical services to the Designated Intersections will be the sole responsibility of the Vendor. 5. In the event that images of a quality suitable for the Authorized Employee to identify Infractions cannot be reasonably obtained without the use of flash units, Vendor shall provide and install such flash units. 6. The Vendor Project Manager (or a reasonable alternate) shall be available to the City's Project Manager each day. 24 EXHIBIT "D" Infraction Processing 1. All Infractions Data shall be stored on the Vendor System. 2. The Vendor System shall process Infractions Data gathered from the Designated Intersection into a format capable of review by the Authorized Employee via the Vendor System. 3. The Vendor shall make the initial determination that the image meets the requirements of the Ordinance and this Agreement, and is otherwise sufficient to enable the City to meets its burden of demonstrating a violation of the Ordinance. If the Vendor determines that the standards are not met, the image shall not be processed any further. 4. The Vendor System shall be accessible by the Authorized Employee through a virtual private network in encrypted format by use of a confidential password on any computer equipped with a high-speed Internet connection and a web browser. 5. Vendor shall provide storage capabilities for the City to store infractions identified for prosecution for a period of time of not less than 4 years after final disposition of a case. 6. Vendor shall provide the Authorized Employee with access to the Vendor System for the purposes of reviewing the pre-processed Infractions Data within 7 days of the gathering of the Infraction Data from the applicable Designated Intersections. 7. The City shall cause the Authorized Employee to review the Infractions Data and to determine whether a Notice of Violation shall be issued with respect to each Potential Infraction captured within such Infraction Data, and transmit each such determination to Vendor using the software or other applications or procedures provided by Vendor on the Vendor System for such purpose. VENDOR HEREBY ACKNOWLEDGES AND AGREES THAT THE DECISION TO ISSUE A NOTICE OF VIOLATION SHALL BE THE SOLE, UNILATERAL AND EXCLUSIVE DECISION OF THE AUTHORIZED EMPLOYEE AND SHALL BE MADE IN SUCH AUTHORIZED EMPLOYEE'S SOLE DISCRETION (A "NOTICE OF VIOLATION DECISION"), AND IN NO EVENT SHALL VENDOR HAVE THE ABILITY OR AUTHORIZATION TO MAKE A NOTICE OF VIOLATION DECISION. 8. With respect to each Authorized Infraction, Vendor shall print and mail a Notice of Violation within 7 days after Vendor's receipt of such authorization from the City's Authorized Employee; provided, however, during the Warning Period, warning Infraction notices shall be issued in respect of all Authorized Infractions. 9. Vendor shall provide a toll-free telephone number, at its sole expense, for the purposes of answering citizen inquiries. 10. Vendor shall permit the Authorized Employee to generate monthly reports using the Vendor Standard Report System. 11. Upon Vendor's receipt of a written request from the City and in addition to the Standard Reports, Vendor shall provide, without cost to the City, reports regarding the processing and 25 issuance of Notices of Infraction, the maintenance and downtime records of the Designated Intersections and the functionality of the Vendor System with respect thereto to the City in such format and for such periods as the City may reasonably request, without cost to the City. 12. Upon Vendor's receipt of a written request from the City at least 14 calendar days in advance of a hearing, Vendor shall provide expert witnesses for use by the City in prosecuting Infractions, before the City's hearing officer, at no cost to the City. 13. Vendor shall provide such training to City personnel as shall be reasonably necessary in order to allow such personnel to act as expert witnesses on behalf of the City with respect to the Red Light Enforcement Program. However, if a specific case requires testimony on the technical aspects of the equipment, upon City's request Vendor shall provide the City with an expert in the hearing in that case at no cost to the City. 14. During the Warning Period, Vendor shall implement a public relations program, in coordination with the City and upon City's approval, at no cost to the City in accordance with the elements included in Vendor's proposal. 15. Notice of Violation Form. Vendor shall prepare and provide to City a Notice of Violation Form that provides, at a minimum, the following information: a. name and address of the owner of the vehicle involved in the infraction; b. the registration number of the vehicle involved in the infraction; c. a citation to the City's Ordinance violated; d. the location of the intersection where the infraction occurred; e. the date and time of the infraction; f. a copy of the recorded image of the infraction; g. the amount of fee and charges imposed and the date by which the fee and charges must be paid or appealed; h. instructions on all methods of payment for the fee; i. a clear statement of the time limit to file an appeal and describing the procedure for appealing the infraction; j. a statement that the City's traffic infraction officer has reviewed and observed the recorded images evidencing the violation of the Ordinance and has found reasonable and probable grounds to believe that an infraction has occurred and can identify the license tag number of the violating vehicle; and, 26 k. a conspicuous statement, printed on larger font than the remaining statements on the Notice of Violation, and bolded, stating that if the owner of the vehicle fails to pay the civil fee within the time allotted, or fails to timely appeal the infraction, the owner shall be deemed to have waived his or her right to contest the infraction, and has admitted to the infraction reflected in the Notice of Violation. 16. Vendor agrees that the City shall have the right to review and approve the form Notice of Violation prior to its use, and that in the event City determines additional information should be included in the Notice of Violation, Vendor shall modify the Notice of Violation form, at its sole expense, to comply with those requirements. 17. For any city using ATS lockbox or e-payment services, Vendor will establish a demand deposit account bearing the title, "American Traffic Solutions, Inc. as agent for Customer" at U.S. Bank All funds collected on behalf of the Customer will be deposited in this account and transferred by wire the first business day of each week to the Customer's primary deposit bank. The Customer will identify the account to receive funds wired from U.S. Bank. If desired, Customer will sign a W-9 and blocked account agreement, to be completed by the Customer, to ensure the Customer's financial interest in said U.S. Bank account is preserved. 27 EXHIBIT "E" Additional Rights and Obligations Vendor and the City shall respectively have the additional rights and obligations set forth below: 1. Vendor shall assist the City in public information and education efforts, including but not limited to the development of artwork for utility bill inserts, press releases and schedules for any public launch of the TSCP, as offered in the Vendor's proposal. 2. Vendor shall be solely responsible for installing such Signage as required by City Ordinance. The Vendor shall be solely responsible for the fabrication of any signage, notices, or other postings required pursuant to any law, rule, or regulation of any Governmental Authority ("Signage"), including, but not limited to, the City and County Ordinances, State Statutes, and Florida Department of Transportation (FDOT) Regulations and shall assist in determining the placement of such Signage. Vendor shall be responsible for obtaining all necessary approvals from Governmental Authorities. 3. The Vendor Project Manager and the Project Manager shall meet on a weekly basis during the period commencing as of the date of execution hereof and ending on the termination of the Warning Period Date, and on a monthly basis for the remainder of the Term, at such times and places as the Vendor Project Manager and the City Project Manager shall mutually agree. 4. The City shall not access the Vendor System or use the TSCP Program in any manner other than prescribed by law and which restricts or inhibits any other Person from using the Vendor System or the Vendor Photo Enforcement Program with respect to any Intersection constructed or maintained by Vendor for such Person, or which could damage, disable, impair or overburden the Vendor System or the Vendor Photo Enforcement Program, and the City shall not attempt to gain unauthorized access to (i) any account of any other Person, (ii) any computer systems or networks connected to the Vendor System, or (iii) any materials or information not intentionally made available by Vendor to the City by means of hacking, password mining or any other method whatsoever, nor shall the City cause any other Person to do any of the foregoing. 5. The City shall maintain the confidentiality of any usemame, password or other process or device for accessing the Vendor System or using the TSCP. 6. The Vendor and the City shall advise each other in writing with respect to any applicable rules or regulations governing the conduct of the other on or with respect to the property of such other party, including but not limited to rules and regulations relating to the safeguarding of confidential or proprietary information, and when so advised, the Vendor and the City shall reasonably follow any and all such rules and regulations. 7. The City shall promptly reimburse Vendor for the cost of repairing or replacing any portion of the Vendor System, or any property or equipment related thereto, damaged solely and 28 EXHIBIT "F" Compensation &Pricing Per Paid Fee There will be no charge to City during the Warning Period, and Vendor shall not receive any compensation for any notices sent during the Warning Period. At the conclusion of the Warning Period, and once Notices of Infractions are issued, Vendor shall be compensated as follows: Per Camera Paid Notices 1st Tier Fee: First 2 paid notices per day in a month, per camera (i.e. first 60 paid per month) $47.50 2nd Tier Fee: Next 2 paid notices per day in a month, per camera (i.e. 61-120 paid per month) $27.50 3rd Tier Fee All other paid notices in a month, per camera(i.e. 121+paid per month) $17.50 If the average number of paid notices is 2 or fewer per day in a month, per camera, the Vendor shall receive all revenues collected for the billing period. Most Favored Customer: The Vendor represents that the fees, charges, and/or costs paid to Vendor under this Agreement do not exceed the current fees, charges or costs paid to Vendor by other Florida cities, counties and/or municipalities for the same (or subastantially similar) services described in this Agreement. In the event the stated fees, charges and/or costs charged to the City under this Agreement are determined to be higher, then said fees, charges and/or costs shall be reduced accordingly. In such an event, the Vendor agrees to offer the same (or lower) fees, charges and/or costs to the City as those charged to other similarly sized Florida cities, counties and/or municipalities for the same (or substantially similar) scope of services described in this Agreement. Billings will be averaged across all operational cameras for each billing period. 30 EXHIBIT "G" DMV Subscriber Agreement AICSAmes., Titific saloro,: DMA Services Subscriber Agreement ert r the the requires that your agency c..r�ify th., intended use of��e informatio.n made available to your agency through our services- and that such uses- are in compliance with the Federal Driver's Privacy Protection Act Title XXXI and other applicable laws governing dissemination of public records. Based on your agency's intended use of such information, ATS will either grant permission to use the service or deny the application_ Please specify any of the following permissible uses under§27:11 that apply: ❑ 01?. For use by any government agency, including any court of law enforcement agency, in carrying out its functions, or any private person or entity acting on behalf of a Federal, State or local agency in carrying out its functions ❑ (4) For use in connection With any Civil, criminal, administatve, or arbitral proceeding in any Federal, State., or local court or agency or before any self- regulatory body, including the service of process; investigation in anticipation of litigation, and the execution or enforcement of judgments and orders,or pursuant to an order of a Federal..State,or local court. ❑ (7) For use in providing notice to the owners of towed or impounded vehicles. ❑ (10) For use in connection with the operation of private toll transportation facilities. In consideration of ATS making its Services available, Subscriber agrees to (I) utilize ATS provided data only for the purpose(s)specified above; and(ii))request such information only for the Subscriber's exclusive use in the ordinary course of Subscriber's business and not for resale. I certify that l am authorized to execute the Subscriber Use Certification on behalf of the Subscriber listed below. On behalf of such Subscriber, i certify that the above- statements are true and correct. Subscriber acknowledges and agrees that ATS may from time to time audit Subscriber's use of ATS's Services to ensure that such use is consistent with the intended uses set forth above and with all applicable laws. This ac-ireement shall be for year(s) co mZencing on the date below and shall automatically renew annually. This agreement may be terminated within 30 days notice of the anniversary date, annually. SUBSCRIBER INFORMATION Subscriber Agenc_yfNanie NLETS Agency OR! Name of Authorized Representative Title of Authorized Representative making Address: City s State: a ZIP Ood:e: Telephone.: . ( } Fax ( - Email Pate f Authorized uthorized Representath'e: