HomeMy Public PortalAbout18-9537 Extending the Red Light Camera Program Sponsored by: City Manager
RESOLUTION NO. 18-9537
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY
MANAGER TO EXTEND THE RED LIGHT CAMERA
PROGRAM CONTRACT WITH AMERICAN TRAFFIC
SOLUTIONS (ATS); PROVIDING FOR INCORPORATION OF
RECITALS; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Opa-locka ("City") currently administers a Red Light
Camera Program pursuant to Florida Statute 316.0083, The Mark Wandall Traffic Safety
Program, in conjunction with ATS; and
WHEREAS, the City has eight (8) Red Light Cameras that purportedly reduce
injuries from vehicular traffic crashes, reduce the costs associated with the handling of
accidents and assist in identifying vehicles involved in criminal activity; and
WHEREAS, the City's current agreement with ATS is set to expire September 21,
2018; and
WHEREAS, the City Commission finds that it is in the best interest of the City to
extend the City's Red Light Camera Program contract with ATS for a 5-year period; and
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF OPA-LOCKA, FLORIDA:
Section 1. RECITALS ADOPTED.
The recitals to the preamble herein are incorporated by reference.
Section 2. AUTHORIZATION
The City Commission hereby authorizes the City Manager to extend the City's Red
Light Camera Program contract with ATS for a 5-year period.
Section 3. SCRIVENER'S ERRORS.
Sections of this Resolution may be renumbered or re-lettered and corrections of
typographical errors which do not affect the intent may be authorized by the City
Manager, or the City Manager's designee, without need of public hearing, by filing a
corrected copy of same with the City Clerk.
Section 4. EFFECTIVE DATE.
Resolution No. 18-9537
This Resolution shall take effect immediately upon adoption and is subject to the
approval of the Governor or his designee.
PASSED AND ADOPTED this 12th day of Septembe , 2018.
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Y�y' Y
Mayor
Attest to: Approved as to form and legal sufficiency:
Jo. na Flores THE BROWN LAW GROUP, LLC
Cit Clerk City Attorney
Moved by: VICE MAYOR KELLEY
Seconded by: COMMISSIONER PIGATT
Commissioner Vote: 3-2
Commissioner Holmes: NO
Commissioner Riley: NO
Commissioner Pigatt: YES
Vice Mayor Kelley: YES
Mayor Taylor: YES
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City of Opa-Locka
Agenda Cover Memo
Department Department
Director: Director Signature: ,
Finance Bryan Hamilton FD Signature:
Director: Department
City Manager: Newall J. Daughtrey ACM Signature: I /
Commission 09.12.18 Item Type:
Meeting Date: X
(EnterXin box)
Fiscal Impact: Ordinance Reading:
(EnterXin box) (EnterX in box)
Public Hearing:
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Funding (Enter Fund& Advertising Requirement:
Source: Dept) (Enter X in box) x
Account#:
Ex:
Contract/P.O. RFP/RFQ/Bid#:
Required: x
(Enter X in box)
Strategic Plan Strategic Plan Priority Area: Strategic Plan Obj./Strategy:
Related Enhance Organizational El (list the specific objective/strategy this
(EnterXin box) X Bus.&Economic Dev 0 item will address)
Public Safety J
Quality of Education El
Qual.of Life&City Image CI
Communication 0
Sponsor Name City Manager Department: City Manager
A Resolution of the City of Opa-locka, Florida authorizing the City Manager to execute a third amendment to
the Professional Services Agreement with American Traffic Solutions, Inc. (ATS).
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Staff recommends approval primarily because of the safety component that is being added to this agreement
and the revenue generated from the program can be used to repay past due debt to the State of Florida which
is approximately$2.9 Million Dollars.
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Att.
Original Agreement
Amendment 1
Amendment 2
Draft Amendment 3
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Newall J.Daughtrey Telephone:(305)953-2821
Acting City Manager r'` Email:ndaughtrev @opalockafl.gov
To: Honorable Mayor/City Commission
From: Newall J.Daughtrey,Acting City Manager 1 I -•
Date: June 27,2018
Re: Red Light Camera Contract
Please be advised that I am in support of the Red Light Camera program primarily because of the Safety
component which will identify criminal activities in the City.In addition,the revenue generated from
the program can be used to repay past due debt to the State of Florida which is approximately$2.9
Million Dollars. The program can benefit the City by assisting with Public Safety.The City had a tragic
incident that occurred on NW 27th Avenue and Ali-Baba and due to the Red Light Camera Program,
detectives were able to retrieve the video to assist with their case.
The Crime Prevention component that is being introduced at no cost to the City will allow the Police
Department to take advantage of the Automated License Plate Readers as well as live video feeds
directly to the Police Department.
The City of Opa-locka Police Department along with the vendor will conduct educational forums in an
effort to educate the residents and business owners about the program.
***END***
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MEMORANDUM
To: Newall Daughtrey
Acting City Manager
From: Bryan Hamilton
Finance Director
Date: June 26,2018
Re: Red Light Camera Contract
The City of Opa-locka has been in a contractual relationship with American Traffic Solutions
(ATS), the red light camera company. ATS has been in place with varying numbers of cameras
since 2010 and currently is the exclusive red light camera operator in the City.ATS currently has
eight (8) red light cameras in the City and has generated average net revenues of $66,225 per
month to the city over the last 5 months:
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Feb 133,723.00 67,230.00 66,493.00
Mar 141,256.11 71,712.00 69,544.11
Apr 125,117.00 64,740.00 60,377.00
May 154,817.00 79,680.00 75,137.00
Jun to date 120,248.00 60,673.00 59,575.00
Grand Total
Average $ 135,032.22 $68,807.00 $66,225.22
In the three prior full years the ATS contract has generated over$500,000 per year to the General
Fund,net of State of Florida tax and ATS costs.
It is my understanding that ATS has offered a discount in their billing of$500 x 8 camera or$4,000
per month/$48,000 per annum as a show of their willingness to work with the City to reduce the
costs to operate this program.
It is anticipated that if this rate of remittances continues ATS will generate in excess of$700,000
to the General Fund for fiscal year 2018.
Thank you.
MEMORANDUM ;q
'G T^� CITY OF OPA-LOCKA POLICE DEPARTMENT
TO: Newall Daughtrey,Acting City Manager DATE: June 26,2018
FROM: James Dobson,Chief of Police adjr.-----
SUBJECT:Right Light Program
Mr. Daughtrey,
I am in support of the renewal of the Red Light Camera program for the following purposes
• The reduction of traffic crashes which results in person injuries,property damages and pedestrian safety.
Overall this program reduces the time police officers are investigating traffic crashes verses patrolling the
city to deter other crimes.
• With the new technology being offered it will provide the Police Department another tool to deter and
investigate crime. .
• Live HD video feeds to the Police Department from Red Light cameras for investigations or live monitoring
of incidents needing Police action
• Allows the Police Department to pull down investigative video directly and as needed without waiting for
vendor to provide.
• This technology at no additional cost to the city.
• Police Department to add Automated License Plate Readers(ALPR)to improve crime prevention efforts
and community safety and would be paid through violator fees from the program,no additional dollars
needed from City. This system will be used to locate stolen vehicle,suspect vehicles,wanted subjects,
sexual predators near schools and countless other crimes.This system will also work in conjunctions with
other cities that have the same system.
THIRD AMENDMENT TO THE AGREEMENT BETWEEN
THE CITY OF OPA-LOCKA AND AMERICAN TRAFFIC SOLUTIONS
This Third Amendment (the 'Third Amendment") to the Agreement, as amended, is made between
American Traffic Solution Inc. ("ATS), a corporation duly registered under the laws of the State of Kansas
and with its principal place of business at 1150 N. Alma School Rd, Mesa, Arizona 85201 and the City of
Opa-Locka, Florida ("Customer"), 780 Fisherman Street, Opa-Locka, Florida 33054, a municipal
corporation of the State of Florida and is effective upon the last signature date below ("Effective Date").
ATS and Customer are each individually a"Party'or collectively the"Parties". Capitalized terms used in this
Third Amendment shall have the meaning given to such term in the Agreement.
RECITALS
WHEREAS, on March 27, 2009, the Customer and ATS entered into a contract for a Traffic Safety
Camera program, which was amended on August 10, 2010 ("First Amendment") and on July 28, 2014
("Second Amendment"),together herein the, "Agreement"; and
WHEREAS, Section 12.0 of the Agreement requires any amendments, modifications, or alterations to
the terms and conditions 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 Third
Amendment,the Customer and ATS do hereby agree as set forth below:
1. The above recitals are true and correct and are incorporated herein.
2. Term. The term as provided for in Section 2.0 of the Agreement shall be modified to extend the term of
the Agreement for five (5) years from the Effective Date of this Third Amendment. The Agreement shall
automatically extend for consecutive five (5) year terms unless one of the Parties elects to terminate this
Agreement at the expiration of any term by providing written notice of its intent not to extend the
Agreement one hundred twenty(120) days prior to the expiration of the then-current term.
3. Description of Pricing. Section 1.0 of the Agreement is hereby modified to reduce the ATS fee from
$4,500 per Camera System per month to $4,000 per Camera System per month, if the Customer elects
not to require ATS to provide the ALPR Solution as specified in Section 6. of this Third Amendment. The
ATS fee shall be reduced from $4,500 to $4,250 if the Customer elects to require ATS to provide an
ALPR Solution pursuant to the terms and conditions in Section 6. of this Third Amendment. The pricing as
modified by this Section 3. of the Third Amendment shall apply to both currently installed Camera
Systems and any additional Camera Systems the Parties may mutually agree to install during the term of
this Agreement. The remainder of Section 1.0 of the Agreement shall remain the same and unchanged,
including the certified mailing surcharge.
4. Enhanced Video Services.The Agreement is hereby amended to include the following:
Enhanced Video Services.
For all locations where a Camera System is currently installed and a FDOT permit was not required for
the installation and operation of the red light Camera System, and the Camera System technology exists
to do so, ATS agrees to make available to Customer such video system enhancements that permit
Customer to perform remote video retrieval and video streaming for the Camera Systems should
Customer provide ATS with written notice of its desire to implement such enhancements. For those
locations where an FDOT permit was required for the installation of a red light Cameras, ATS will provide
the Enhanced Video Services when the Customer obtains an FDOT permit for the use of such services.
ATS agrees to provide the Enhanced Video Services at no cost to the Customer.
a. The Parties agree that the Enhanced Video Services shall be subject to the following provisions:
i. Historical video is stored at the Camera site for a time period of at least 30 days pursuant to
the Customer's direction to retain the video for the period specified in the State of Florida
General Records Schedule GS1-SL, Section 302, after which time the video is overwritten.
ii. Requested video files pursuant to the Enhanced Video Services will be available for
Customer download within 1 business day of request and will be available for retrieval for 30
days, consistent with State of Florida General Records Schedule GS1-SL, Section 302.
iii. Customer acknowledges that once it obtains a requested video file, it is responsible for any
preservation, and associated storage requirements that may be required by law for said video
file. Consistent with Section 4. of this Third Amendment below, Customer agrees that since
the requested video file is not required by ATS to continue to perform the service outlined in
this Agreement, the video file and any resulting public records shall be transferred to
Customer prior to the termination of the Agreement and Customer shall serve as the records
custodian for any said public records created. Customer agrees to assume responsibility to
respond to, and if appropriate defend, any requests for data or information obtained through
the Enhanced Video Service, whether by formal public records request or otherwise. ATS
shall not be responsible for any storage, storage costs or public records requests pertaining
to the historical video beyond maintaining public records consistent with the records retention
schedule specified by the Customer in the Agreement and consistent with the process
outlined in Section 4. of this Third Amendment below.
iv. Video file requests from historical video are limited to 30 minutes. If additional footage is
required, additional requests may be made by Customer.
v. Customer agrees that if for any reason it is determined that Customer has improperly used
video gathered through any video enhancement described herein, such that Customer's
permits for its red light camera detection system are compromised or revoked, Customer
agrees that it will remain responsible for the monthly service fees set forth in Section 1.0, of
Exhibit F, Service Fee Schedule, of the Agreement, and such revocation shall not be grounds
for terminating Customer's contractual obligations to ATS.
vi. Streaming video is limited to 10-minute sessions. After 10 minutes, users will be prompted to
reconnect.
vii. Customer understands they are solely responsible for the proper use of video gathered
through any video enhancement.
5. Public Records.The Agreement is hereby amended to include the following:
Public Records.
ATS shall comply with all applicable requirements contained in the Florida Public Records Law
(Chapter 119, Florida Statutes), including but not limited to any applicable provisions in Section
119.0701, Florida Statutes. To the extent that ATS and this Agreement are subject to the
requirements in Section 119.0701, Florida Statutes, ATS shall:
(a) Keep and maintain public records required by the City to perform the services
provided hereunder.
(b) Upon request from the City's custodian of public records, provide the City with a copy
of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in Chapter 119,
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Florida Statutes, or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed, except as authorized by law for
the duration of the term of this Agreement and following completion of this Agreement
if the Contractor does not transfer the records to the City.
(d) Upon completion of the Agreement, transfer, at no cost, to the City all public records
in the possession of ATS or keep and maintain public records required by the City to
perform the service. If ATS transfers all public records to the City upon completion of
the Agreement, ATS shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the Agreement,
ATS shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
If ATS fails to comply with the requirements in this Section 8.1, the City may enforce these
provisions in accordance with the terms of this Agreement. If ATS fails to provide the public
records to the City within a reasonable time, it may be subject to penalties under Section 119.10,
Florida Statutes.
IF ATS HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO ATS' DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
ATS SHOULD CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS: THE CITY CLERK, BY TELEPHONE
( / ), E-MAIL ( ) OR MAIL (CITY OF
OPA-LOCKA, OFFICE OF THE CITY CLERK,
).,,
6. ALPR Solution. The Agreement is hereby amended to include the following:
ALPR Solution.
ATS, through its subcontractor Cintel, LLC, agrees to provide the Customer with an ALPR Solution as
defined herein, however if the Customer does not provide ATS an executed copy of the End User
License Agreement (EULA), as provided in Exhibit 1 of this Agreement, and a signed Notice to Proceed
(NTP), as provided in Exhibit 2 of this Agreement, within thirty(30) days of the Effective Date of this Third
Amendment, ATS shall not be required to provide any ALPR Solution to the Customer. If the Customer
provides ATS an executed EULA and signed NTP within thirty (30) days of the Effective Date of this
Third Amendment, ATS will provide one ALPR Camera for each currently installed and operational red
light Camera System provided by ATS to the Customer. Each ALPR Camera will cover 1 to 2 lanes
depending on the angle of the installation or deployment. Prior to the procurement and installation or
deployment of ALPR Cameras, Customer shall execute the EULA with Cintel, LLC, which is attached as
Exhibit 1 to this Third Amendment. Currently no ALPR Cameras may be installed or otherwise deployed
on FDOT rights of way (FDOT ROW), therefore any installation or deployment shall be limited to non-
FDOT ROW until FDOT begins to issue permits for installation or deployment of ALPR Cameras on
FDOT ROW. The Customer shall be responsible for any costs related to the installation or deployment of
the ALPR Cameras, except when the installation is on an existing ATS pole currently installed within the
City, in which case ATS shall be responsible for the installation costs.
Upon the termination of the Agreement between ATS and the Customer, ATS and Cintel shall have no
further obligations to Customer regarding the ALPR Solution, and ATS (or its designated subcontractor)
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may uninstall and/or retrieve all ALPR Equipment from Customer. However, Customer may negotiate
directly with Cintel for the continued use of the ALPR Solution and with ATS for the continued use of any
ALPR Equipment(as defined herein) installed on ATS infrastructure.
a. Services.
The ALPR Solution consists of ALPR surveillance cameras and related processors, communications
devices that transfer the captured and processed data (the "ALPR Data") to a server that is
maintained on the Customer's premises, back-end software ("CLARITYTM") that facilitates the
retrieval, processing and use of the ALPR Data with other databases maintained or utilized by the
Customer, including ALPR capture data, white-lists, hotlists, data sharing alerts and investigative
capability (which, along with the ALPR Data, constitutes "Customer Data"). As more fully set forth in
Subsection b. below, the ALPR Solution includes installation of the camera(s) and processor on
infrastructure, power and communication commissioning (as applicable), repair and replacement of
equipment(as applicable), technical support, training, and related services.
b. ATS' Responsibilities.
ATS has the following responsibilities (some or all of which may be carried out by its subcontractor
Cintel):
i. Provide Customer with ALPR fixed or mobile surveillance cameras (monitors 1 to 2 lanes
depending on angle of installation or deployment) and required processors ("ALPR Camera"),
associated ALPR hardware, a server to operate and/or store the ALPR Data on the Customer's
site (if requested by Customer) and use of CLARITYTM software (herein together the "ALPR
Solution"), provided Customer executes and complies with the End User Licensing Agreement
(the "EULA") with Cintel, which shall be incorporated into this Agreement as Exhibit 1. All ALPR
hardware shall be referred to collectively as "ALPR Equipment".
ii. Within 90 days after a permit is obtained, or if no permit is required, within 120 days of the date
the Customer provides ATS a Notice to Proceed as indicated in Exhibit 2 of this Agreement,
provide and, if required, install the ALPR Cameras at locations mutually agreed to by the
Customer and ATS. Installation may occur on existing permitted ATS infrastructure in the City,
or on non-ATS infrastructure (provided all required permits are obtained by the Customer and
Customer pays for construction costs, if applicable). If installation is not performed on existing
ATS infrastructure, Customer may use preexisting Customer infrastructure or may contract with
ATS (or its subcontractor) for the construction and installation of new infrastructure. Any new
infrastructure constructed or non-ATS infrastructure shall be at the sole cost, and the sole
property and responsibility, of the Customer.
iii. Assist the Customer with obtaining any permits required for the installation and use of the ALPR
Solution.
iv. For ALPR Cameras installed on existing ATS infrastructure, ATS shall use preexisting power
sources to operate the ALPR Camera(for ALPR Cameras on all non-ATS infrastructure, the City
shall be responsible for providing power). For all installed ALPR Cameras, ATS shall provide
the communications hardware and communications service (if required), provided that ATS shall
not provide communications services on any non-ATS Infrastructure to any non-ALPR
Equipment (for example, if other City devices that share the infrastructure also require
communications services). ATS shall determine the method of communication services required
for the operation of the ALPR Equipment. Customer shall be responsible for the cost of any new
power source or communication services that is required.
v. Provide training and post-installation support as set forth in Exhibit 3 of this Agreement.
vi. No Customer Data is or shall be hosted, stored, accessed or available to ATS (other than with
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respect to Cintel, who shall have limited access in accordance with the terms of the EULA as
may be required for maintenance and upgrades).
vii. ATS shall repair and replace all ALPR Equipment as set forth in Exhibit 3, and shall be
responsible for Cintel's provision of updates to ALPR software as set forth in the EULA.
viii. Provide the ALPR Solution to the Customer at no cost, except for costs as described in
Subsection c. below, which are the sole responsibility of Customer.
c. Customer's Responsibilities.
Customer has the following responsibilities:
i. Provide feedback to ATS when requested during the first 6 months of the term of this
Agreement on the usability and viability of the ALPR Solution provided by ATS to Customer
and then once per year thereafter, if requested. Such feedback should not include the sharing
of any Customer Data.
ii. Allow ATS to (i) use Customer as a reference for future potential customers considering the
ALPR Solution, and (ii) identify Customer as a current user of the ALPR Solution.
iii. Customer expressly acknowledges that ATS will not have access to any Customer Data.
iv. For locations where ATS infrastructure is not available for installation of the ALPR Camera, the
Customer shall be responsible for providing the pole, power and any other infrastructure
necessary for the installation and operation of the ALPR Camera other than the
communications services required to operate the ALPR Equipment, which shall be provided by
ATS. ATS or Cintel will install the ALPR Camera and provide necessary communications
services once the infrastructure and power is made available by the Customer.
v. Customer shall execute and at all times comply with the EULA.
vi. Customer shall be directly responsible for all costs and liabilities associated with construction,
installation, and any ongoing repair and maintenance of any non-ATS infrastructure used for
the ALPR Equipment, and the cost of all data hosting, data retrieval or data storage or for any
other usage-based or storage based costs other than the cost of the ALPR Solution.
vii. Customer is responsible for the repair or replacement costs of any ALPR Equipment which is
not the responsibility of ATS or Cintel, as set forth on Exhibit 3.
d. Ownership of ALPR Results; Use of ALPR Data.
i. Notwithstanding anything else to the contrary in the Agreement, Customer agrees it is solely
responsible for the housing and security of the Customer Data, and all such data is the
property of the Customer, and ATS may not use the data for any purpose without the express
written consent of the Customer and only as permitted by law.
ii. Nothing in this Subsection d. of shall be construed as to replace or conflict with Section 5.
"Data Management"of the EULA.
e. Warranty Disclaimer, Indemnification and Liability.
i. Warranty Disclaimer. The Parties acknowledge that the ALPR Solution and related services are
provided by ATS "AS IS" and without warranty of any kind. ATS EXPRESSLY DISCLAIMS
ALL WARRANTIES RELATING TO THE ALPR SOLUTION, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF
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THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
ii. Indemnification. Subject to the provisions herein, Customer hereby agrees to hold harmless,
indemnify, and defend ATS and Cintel and its affiliates, shareholders or other interest holders,
managers, officers, directors, employees, agents, representatives and successors, permitted
assignees and all persons acting by, through, under or in concert with them (individually an
"ATS Party and "Cintel Party" and collectively, the "ATS Parties" and "Cintel Parties") to the
fullest extent then contemplated by the governing and applicable law, as defined herein,
against any and all liabilities, obligations, losses, damages, penalties and judgments including
attorneys' fees and related defense costs and expenses, (collectively, "Losses") which may be
imposed on or incurred by any ATS or Cintel Party arising out of or related to: (a) the willful or
negligent misconduct of the Customer, its employees, contractors or agents which result in
death or bodily injury to any natural person (including third parties) or any damage to any real
or tangible personal property (including the personal property of third parties), except to the
extent caused by the negligence or willful misconduct of ATS or Cintel; (b) Customer's misuse
of or failure to maintain the security of Customer Data; (c) Customer's breach of this
Agreement or violation of any laws; (d) Customer's misuse or misappropriation of Cintel's
products or services, (e) any representation by Customer about the Cintel products or services
not authorized by Cintel; (f) any breach of this Agreement by Customer related to Customer's
receipt and use of the Customer Data or the EULA.
iii. Limited Liability. EXCEPT FOR THE LOSSES, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER, BY REASON OF ANY REPRESENTATION OR EXPRESS OR IMPLIED
WARRANTY, CONDITION OR OTHER TERM OR ANY DUTY AT COMMON OR CIVIL LAW,
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, LOST PROFITS OR CONSEQUENTIAL
DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF
OR RELATING TO THIS AGREEMENT. ATS' ENTIRE LIABILITY TO CUSTOMER UNDER
THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS
BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR MISREPRESENTATION
OR BREACH OF STATUTORY DUTY OR ANY DUTY UNDER GENERAL LAW OR ANY
OTHER LEGAL THEORY, WILL NOT EXCEED ANY PAYMENT THAT THE CUSTOMER
MAKES TO ATS UNDER THIS AGREEMENT, NOT TO EXCEED THE SUM OF TEN
THOUSAND DOLLARS.
f. Confidentiality.
i. Proprietary Information. Customer acknowledges that, during the term of this Agreement, it
may obtain or have access to information relating to the ALPR Solution or ATS and/or Cintel
business ("Proprietary Information"). Such Proprietary Information shall belong solely to ATS
and/or Cintel, and includes, but shall not be limited to the following: the ALPR Solution
features, software, and modes of operation, and any trade secrets, know-how, inventions
(whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics,
testing procedures, internal documentation, design and function specifications, product
requirements, problem reports, analysis and performance information and other technical,
business, product, marketing and financial information, plans and data.
ii. Exclusions. Proprietary Information shall exclude any Customer Data (excluding, for the
avoidance of doubt, any licensed software or proprietary components of the ALPR Equipment)
and any information that is or becomes part of the public domain through no act or failure to act
on the part of the Customer or which has been independently developed by Customer (as
shown by Customer's written records) without reference to or use of, in whole or in part, any
Proprietary Information. If disclosure of the Proprietary Information is required by any court
order or similar order to which Customer must comply, Customer shall take precautions to
protect the confidentiality of the Proprietary Information to be disclosed and promptly notify
ATS in time to allow ATS or Cintel to object to the disclosure and to take additional
confidentiality precautions with respect to the Proprietary Information subject to such order. In
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any dispute between the Parties with respect to the exclusions in this section, the burden of
proof shall be on Customer and such proof shall be by clear and convincing evidence.
iii. Restrictions. Customer shall not use Proprietary Information except as authorized under this
Agreement and shall not disclose Proprietary Information, directly or indirectly, to any third
party without the express written consent of ATS and/or Cintel, as applicable. All Proprietary
Information shall remain the sole property of ATS and/or Cintel. Upon request, the Customer
shall promptly return to ATS all items and material in Customer's possession or control which
contain any Proprietary Information. Any copies of such items or material shall also be
returned. Customer understands and agrees that this Agreement does not protect any
information provided to ATS by Customer related to the ALPR Solution and ATS shall be free
to use or disclose information provided by Customer about or related to the ALPR Solutions in
the course of their discussions, including any feedback provided to ATS pursuant to Subsection
c.i. of this Third Amendment. Customer represents and warrants to ATS that Customer's
discussions will not breach any third party obligations or restrictions binding on Customer and
Customer agrees not to disclose or provide to ATS any third party confidential information.
iv. Nothing in this Subsection f. shall be construed as to replace or conflict with Section 3.
"Confidential Information and Content"of the EULA.
g. Compliance with Laws.
Customer will comply with all federal, state, and local laws, ordinances, regulations and orders
(collectively, "Laws"), including without limitation Criminal Justice Information Services (CJIS)
requirements, Florida Department of Law Enforcement requirements, and any Laws relating to data
privacy or the use of ALPR with respect to its access to and use of the ALPR Solution, and data
captured and produced by the ALPR Solution.
7. Notices. Section 22. "Notices" of the Agreement is hereby deleted in its entirety and replaced as follows:
"22. Notices.
In order for a notice to a Party to be effective under this Agreement, notice must be sent via U.S.
certified mail, overnight delivery, or hand delivery to the addresses listed below, and shall be effective
upon mailing if sent by certified mail or overnight delivery and effective upon receipt if hand delivered.
The addresses for notice shall remain as set forth herein unless and until changed by providing notice
of such change in accordance with the provisions of this Section.
If to Contractor, to: American Traffic Solutions, Inc.
1150 N. Alma School Road
Mesa, AZ 85201
Attn: Legal Department
If to City,to: City of Opa-Locka, Florida
780 Fisherman Street
Opa-Locka, Florida 33054
Attn: City Manager
8. Notwithstanding any provision in the Agreement to the contrary, ATS retains the right to use all meta-
data, business intelligence, or other analytics obtained, gathered, or mined by ATS through the use of its
systems.
9. Except as expressly amended or modified by the terms of this Third Amendment, all terms of the
Agreement, as amended by the First and Second Amendments, shall remain in full force and effect. In
the event of a conflict between the terms of this Third Amendment and the Agreement, as amended by
the First and Second Amendments,the terms of this Third Amendment shall prevail and control.
7
10. The provisions of the Agreement, as amended by the First, Second and Third, including the recitals,
comprise all of the terms, conditions, agreements, and representations of the parties with respect to the
subject matter hereof.
11. This Third 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.
12. Each party represents and warrants that the representative signing this Third Amendment on its behalf
has all right and authority to bind and commit that party to the terms and conditions of this Third
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment.
CITY OF OPA-LOCKA
By:
City Manager Date
ATTEST:
By:
City Clerk Date
AMERICAN TRAFFIC SOLUTIONS, INC.
By:
Elizabeth Caracciolo Date
EVP/GM Government Solutions
APPROVED AS TO FORM
By:
City Attorney Date
8
EXHIBIT 1
CLARITY SOFTWARE END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT ("EULA") is made on the date
("Effective Date") by and between Cintel, LLC "(Company"), with offices located at 420 Dividend Drive, Suite
B, Peachtree City, GA and the City of Opa-Locka, Florida ("Customer"), a municipal corporation of the State
of Florida located at 780 Fisherman Street, Opa-Locka, Florida 33054.
WHEREAS, Cintel is a premier license plate recognition ("LPR") technology solutions provider and
offers LPR hardware and commercial LPR software products and services; and
WHEREAS, Customer entered into an Agreement for Automated License Plate Recognition Solution
Services with American Traffic Solutions, Inc. ("ATS")on or around (the"Agreement"), pursuant to which
Cintel is an authorized subcontractor of ATS to provide certain services described therein; and
WHEREAS, in connection with the Agreement, Customer desires to use certain Cintel developed or
distributed software as defined herein; and
WHEREAS, Company desires to grant Customer a limited, non-exclusive, non-transferable license to
use such software under the terms of the Agreement and this EULA.
NOW THEREFORE, in consideration of the covenants by and between the parties hereto, the parties,
intending to be bound, hereby agree as follows:
1. DEFINITIONS:
"Content" means: (i) information obtained or developed by Company related to the Service and provided to
Customer, including all Products specified and agreed upon pursuant to this EULA; (ii)the Documentation, as
defined within this EULA; and (iii) Updates. Content does not include the video footage captured by LPR
cameras or the license plate data recovered therefrom.
"Customer Data means any data, information or material provided or submitted by Customer or Users to the
Service in the course of using the Service.
"Documentation" means, collectively, technical information and materials, in written or electronics form,
delivered with the Service by Company to Customer and that are intended for Use in connection with the
Service.
""Delivered" or "Delivery" shall mean the software and service as transmitted by Company to Customer
electronically and in accordance with security measures agreed upon by both parties as described in the
Specifications.
"Content" means: i) information obtained or developed by Company related to the Service and provided to
Customer, including all products specified and agreed upon pursuant to this EULA; (ii) the Documentation, as
defined within this EULA; and (iii) Updates.
"Products" shall mean any Software, code, data, graphics or other materials or resources transmitted to
Customer in order to provide any of the Services under this EULA.
"Services" shall mean the provision of Software, Updates, Documentation and Products provided by
Company to Customer under this EULA and in accordance with the requirements of the Agreement.
"Software" shall mean the Cintel software to be provided by Company (as a subcontractor to ATS) to
Customer under the Agreement.
9
"Source Code"shall mean the readable forms together with make and build files.
"Updates" means all upgrades, modified versions, updates, additions to the products and Service, whether
provided to the Customer by Company through maintenance and support services or otherwise at any time.
"Use" means to directly or indirectly load, execute, access, employ, utilize, store, or display the Service.
"User(s)" means Customer employees who are authorized to Use the Service and have been supplied user
identifications and passwords by Customer(or by Company at Customer's request).
2. TERMS AND CONDITIONS.
2.1 Term. Customer agrees to a contractual term of service ("Term") in accordance with the Agreement
between ATS and the Customer. The term of this contract will run concurrently with the term (including any
renewal terms) set forth in the Agreement. In the event Customer desires, and the Company agrees, to
continue providing Services following the Term (as provided for in Section 4.b of the Agreement), the parties
shall enter into a new EULA.
2.2 Limited Use of License. Subject to the terms and conditions of this EULA, Company hereby grants
Customer a non-exclusive, non-transferable, worldwide right to use the Software (including the right to
download, install and access the Software), solely for Customer's internal business purposes, subject to the
terms and conditions of this EULA and the Agreement. All rights not expressly granted to Customer are
reserved by Company and its licensors. Under this EULA, Customer shall not be granted any rights or license
to the Software beyond that which is specifically and expressly provided for herein. Customer acknowledges
that it is granted access to the Software only through the Agreement and this EULA. Customer further
acknowledges that at no time shall it be entitled to download, distribute, install, transfer, reverse engineer,
redistribute, or otherwise manipulate the Software in any form or manner not explicitly authorized or covered
by this EULA. At no time will Customer hold title to or ownership of any of product, service, documentation,
data (excluding Customer Data) or the Products, Software, Services, Documentation, or Source Code
provided to Customer pursuant to this EULA.
2.3 Acknowledgement. Customer acknowledges that the Service and Software, including its
structure, organization and Source Code, constitute valuable trade secrets of Company and/or its licensor(s).
Accordingly, Customer agrees, subject to and so long as not contrary to Client duties and obligations under
public record laws:
(a) Not to modify, adapt, alter, translate, or create derivative works from the Software or Service (except as
expressly permitted by the Documentation);
(b) Other than as specified herein, neither the Software nor any tools licensed with or included in the Service
may be copied, in whole or in part, without the express written consent of Company.
(c) Not to merge the Software with other services or software; or sublicense, lease, rent, loan, or otherwise
transfer the Software or the Service to any third party;
(d)To not reverse engineer, decompile, disassemble, decode, decompose or otherwise attempt to derive the
Source Code for the Software or any other Company program, code, or technology installed or Delivered to
Customer;
(e) Not to provide services to third parties using the Software or Service (e.g. business process outsourcing,
Service Bureau applications or third party training) or otherwise Use or copy the Service for third parties;
(f) To notify Company immediately of any unauthorized Use of any password or account or any other known
or suspected breach of security or unauthorized use of the Software or Services;
(g) To report to Company immediately and use reasonable efforts to stop immediately any copying or
distribution of Content that is not expressly authorized by Company and that is known or suspected by
Customer or Customer's Users;
(h) To not remove, alter, or obscure any proprietary notices (including copyright notices) of Company and/or
its licensors incorporated into or with the Service; and
(i) Not provide false identity information to gain access to or Use the Service.
10
2.4 Restrictions. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or
otherwise commercially exploit or make available the Services to any third party in any way; or (ii) "frame" or
"mirror" any Content on any other server or wireless or Internet-based device; or (iii) reverse engineer or
access the Service in order to:
(a) build a competitive product or service;
(b) build a product using similar ideas, features, functions or graphics of the Service; or
(c)copy any ideas, features,functions or graphics of the Service.
Customer understands that this EULA and access to the Service immediately terminates and ends when one
of the following events takes place:
(i) Customer or its payee(ATS)fails to make a subscription payment;
(ii) Customer's Use of the Service violates Section 2.2;
(iii) Customer's material breach of this Agreement;
(iv) Customer's violation, or threatened, or apparent/intended, violation of law; or
(v) This EULA terminates pursuant to Section 6.
2.5 Software/Service Customization. Customer acknowledges that Products and Services are provided
"as is" and "as delivered" and cannot be construed as being able to be customized or modified in any way.
Customer assumes all responsibility to review all features included prior to signing this EULA.
2.6 Software/Service Support. All support for the Products and Services shall be provided pursuant to the
terms of the Agreement.
The Customer will provide Company with access to the its database or server (including backup databases)
on which the Software is utilized for service support from time to time in accordance with any applicable laws
or compliance standards, or as may be necessary for Company to provide service or maintenance to any
Company provided hardware to the extent required by the Agreement.
3. CONFIDENTIAL INFORMATION AND CONTENT
3.1 Confidential Information. During the term of this EULA, each party (the "Receiving Party") may
be provided with or otherwise learn confidential and/or proprietary information of the other party (the
"Disclosing Party") that is of substantial value to the Disclosing Party, which is identified as confidential at
the time of disclosure or which ought in good faith to be considered confidential ("Confidential Information").
This information shall include, but is not limited to Product and Services information, materials, software,
code, or any other materials transmitted to Customer under this EULA. All Confidential Information remains
the property of the Disclosing Party. The Receiving Party may disclose the Confidential Information of the
Disclosing Party only to its employees and contractors who need to know the Confidential Information for
purposes permitted under this EULA and who are bound by written confidentiality agreements with terms at
least as restrictive as those provided in this EULA. The Receiving Party will not use the Confidential
Information without the Disclosing Party's prior written consent except in performance under the Agreement
and this EULA. The Receiving Party will take measures to maintain the confidentiality of the Confidential
Information similar to those measures the Receiving Party uses to maintain the confidentiality of its own
confidential information of like importance but in no event less than reasonable measures. The Receiving
Party will give immediate notice to the Disclosing Party of any unauthorized use or disclosure of the
Confidential Information and agrees to assist the Disclosing Party in remedying such unauthorized use or
disclosure. The confidentiality obligations do not extend to Confidential Information which (a) becomes
publicly available without the fault of the Receiving Party; (b) is rightfully obtained by the Receiving Party from
a third party with the right to transfer such information without obligation of confidentiality; (c) is independently
developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential
Information; (d) was lawfully in the possession of the Receiving Party at the time of disclosure, without
restriction on disclosure; or (e) is not exempt from public record laws. The obligations set forth in this
Confidential Information section will be effective from the Effective Date until 3 years from the termination or
expiration of this EULA.
11
3.2 Customer Content. Company does not exercise any control whatsoever regarding the Customer Data,
which passes through or utilizes the Company's Software, hardware, network, email or web site.
4. WARRANTIES AND DISCLAIMERS
4.1 Company Representations. Company represents and warrants that:
(a) it has title to the Service or has acquired the right to license portions of the Service from third parties and
Company has full power and authority to grant to Customer the rights granted hereunder;
(b) it has not placed, nor is Company aware of, any disabling code or any viruses in the Service which would
alter, destroy, or inhibit the Service, or its Use by Customer;
(c) to its knowledge, the Service does not infringe upon any US copyright, registered patent, trademark,
software mark or trade name owned by a US third party;
(d) Company personnel will exercise due care in the provision of the Services; and
(e) neither this EULA nor the performance of or exercise of rights under this EULA will violate, conflict with, or
result in the breach of any term, condition, or provision of any agreement or legal obligation (whether or not
existing at the effective date)to which Company is a party or by which it may be bound, or constitute a default
thereunder.
4.2 Customer Representations. Customer represents, warrants and covenants to Company as follows:
(a) Customer exists under the laws of its own jurisdiction and is not under any contractual obligation that
would preclude it from entering into this EULA or would interfere with its use of the Customer Data provided
under this EULA;
(b) Customer owns (or has the legal right to obtain and use) or has properly licensed all rights in the
Customer Data at all times during the Term;
(c)the Customer Data is not, nor will be, in violation of any laws or third party intellectual property rights;
(d) Customer's Use of the Service does and will comply with all applicable laws, including applicable privacy
laws; and
(e) neither this EULA nor the performance of or exercise of rights under this EULA will violate, conflict with, or
result in the breach of any term, condition, or provision of any agreement or legal obligation (whether or not
existing at the effective date)to which Customer is a party or by which it may be bound, or constitute a default
thereunder.
4.3 THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION ARE
LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY COMPANY WITH RESPECT TO
THE SERVICE AND ANY PART THEREOF. COMPANY MAKES NO OTHER REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY DISCLAIMS ALL
OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT
THE SERVICE WILL OPERATE CONTINUOUSLY OR WILL BE UNINTERRUPTED OR ERROR-FREE, OR
THAT ANY ERRORS WILL BE CORRECTED.
4.4 The representations and warranties set forth in the EULA hereto shall not apply: (i) if the Service is not
used in accordance with the Documentation or the Agreement; or (ii) if Customer or a third party acting on
behalf of Customer is granted administrative access to the Service; or (iii) if Customer's internal system does
not employ industry standard latency levels; or (iv) to the extent that a defect is caused by or is contributed to
12
by Customer or a Customer third party; or (v) if the defect is caused by a third party database or other third
party software malfunction.
4.5 The parties expressly acknowledge that there are no intended or incidental third party beneficiaries to
this EULA other than ATS.
5. DATA MANAGEMENT
5.1 Company alone (and its licensors, where applicable) shall own all right, title and interest, including all
related intellectual property rights, in and to the Service (specifically excluding all Customer Data) and any
suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by
Customer or any other party relating to the Service provided to Company. This EULA is not a sale and does
not convey to Customer any rights of ownership in or related to the Service or the intellectual property rights
owned by Company. The Company name, logo, and product names associated with the Service are
trademarks of Company or third parties, and no right or license is granted to use them.
5.2 Company, in its sole discretion, reserves the right to supply new application Source Code for the Service
and all copies thereof in Customer's possession or control whenever a future Update provides for like
functionality in an object code format.
5.3 Customer Data Backups. For purposes of a local onsite server database solution, the Customer is
responsible for maintaining a backup of Customer Data, and for all security requirements related to the
storing, accessing and use of the Customer Data. For purposes of an offsite, cloud-based or hosted database
solution, the Company is responsible for maintaining a backup of Customer Data and for an orderly and timely
recovery of such data in the event that the use of the Service may be interrupted. Unless otherwise agreed
between the parties in writing, Company shall maintain daily backups of all Customer Data that can be
recovered within twenty- four (24) hours. Additionally, Company shall use commercially reasonable efforts to
maintain the security of Customer Data.
5.4 Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that
compromises or is suspected to compromise the security, confidentiality, or integrity of Customer Data or the
physical, technical, administrative, or organizational safeguards put in place by Company that relate to the
protection of the security, confidentiality, or integrity of Customer Data ("Data Breach"), Company shall, as
applicable: (a) notify Customer as soon as practicable but no later than twenty-four (24) hours of becoming
aware of such occurrence; and (b) reasonably cooperate with Customer in investigating the occurrence,
including making available all relevant records, logs, files, data reporting, and other materials required to
comply with applicable law or as otherwise required by Customer; (c) perform or take any other actions
reasonably required to comply with applicable law as a result of the occurrence; (d), indemnify, defend, and
hold harmless Customer for any and all losses which may be suffered by, accrued against, charged to, or
recoverable from Customer in connection with the occurrence of a Data Breach that is caused directly and
exclusively by Company; (e) use commercially reasonable efforts to be responsible for recreating lost
Customer Data in the manner and on the schedule set by Customer without charge to Customer; and, (f)
provide to Customer a detailed plan within ten (10) calendar days of the occurrence describing the measures
Company will undertake to prevent a future occurrence.
5.5 Access, Use, & Legal Compulsion. Unless it receives Customer's prior written consent, Company: (i)
will not access or use Customer Data other than as necessary to facilitate the Service; and (ii) will not give
any third party access to Customer Data. Notwithstanding the foregoing, and only to the extent Company has
custody or control of any Customer Data, Company may disclose Customer Data as required by applicable
law or by proper legal or governmental authority. Company will give Customer prompt notice of any such legal
or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or
otherwise to contest such required disclosure, at Customer's expense.
The Customer will be responsible for compliance with all applicable local, state, and federal laws governing
the security, management, retention, access &control of Customer Data.
13
5.6 Customer's Rights. Customer possesses and retains all right, title, and interest in and to Customer
Data, and Company's access thereto is solely as Customer's agent and is expressly limited as set forth
herein.
5.7 Retention, Deletion, & Request for Data. Customer is responsible to make internal backups of all data
used by or hosted on any software/service-based server. Upon termination of this EULA, Customer is
responsible for retaining all Customer Data and shall permanently remove all such Customer Data from any
Company provided hardware or servers that are required to be returned to the Company at the termination of
the Agreement.
6. TERMINATION
6.1 This EULA shall terminate on the earlier of:
(a) the expiration of the Term as defined in Section 2.1;
(b) upon the mutual agreement of the parties; or
(c) e, upon written notice by either party, if the other party materially breaches any term of this EULA
and fails to cure such breach within thirty(30) days after receipt by the breaching party of written notice from
the non-breaching party describing such breach.
6.2 Upon termination or expiration of this EULA, (a) all use, rights and licenses granted to Customer
hereunder will immediately cease and forever terminate; and (b) each party will promptly return the other
party's Confidential Information.
6.4 Except as specifically provided herein or in the Agreement, if either party is entitled under local law or
otherwise for any special payment or termination indemnity as a consequence of termination or expiration of
this EULA, such party hereby waives and disclaims to the fullest extent permitted by law, any right to such
payment or indemnity.
7. LIABILITY
7.1 Liability. Except as set forth in the Agreement and for the indemnification obligations set forth in this
EULA, and/or actions involving or related to either party's gross negligence,.neither party shall be liable to the
other for any incidental, consequential, special, or punitive damages or lost or imputed profits or royalties
arising out of this EULA or its termination, whether for breach of warranty or any obligation arising there from
or otherwise, whether liability is asserted in contract or tort (including negligence and strict product liability)
and irrespective of whether a party has advised or has been advised of the possibility of any such loss or
damage. Each party hereby waives any claims that these exclusions deprive it of an adequate remedy.
7.2 Indemnification. Customer agrees to hold harmless, indemnify and defend Company, to the fullest
extent then contemplated by the governing and applicable law for any administrative, legal or quasi-judicial
action, threatened or realized ("action"), including, but not limited to allegations, claims, judgments, awards,
costs, expenses, damages and liabilities of whatsoever kind and nature, including attorneys' fees and related
defense costs and expenses, which may be asserted, granted, or imposed against Company directly or
indirectly arising from or in connection with Customer's misuse or misappropriation of Company's Products or
Services or unauthorized representation of the Products or Service or any breach of this EULA by Customer
related to Customer's receipt and use of the Software.
7.3 COMPANY'S ENTIRE LIABILITY TO CUSTOMER UNDER THIS EULA, REGARDLESS OF
WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT OR TORT (INCLUDING
NEGLIGENCE) OR MISREPRESENTATION OR BREACH OF STATUTORY DUTY OR ANY DUTY UNDER
GENERAL LAW OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE TOTAL FEES PAID TO
COMPANY BY CUSTOMER IN CONNECTION WITH SCHEDULE 1 "SERVICE FEE SCHEDULE" OF THE
AGREEMENT.
7.4 Company will not be responsible under this EULA for: (i) any alteration of the Service made by
14
Customer to fit a particular requirement of Customer not intended by Company; or (ii) the correction of any
defects resulting from Customer modifications; or (iii) the results of misuse of the Service by Customer or its
affiliates; or (iv) preparation or conversion of data into the form required for Use with the Service. COMPANY
AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM
INHERENTLY DANGEROUS USE OF THE SERVICE, CUSTOMER'S USE OF THE SERVICE IN
VIOLATION OF APPLICABLE LAW, AND/OR ANY THIRD-PARTY SERVICE LICENSED HEREUNDER.
8. GENERAL PROVISIONS:
8.1 Notices. Any notice to be given hereunder by either party to the other may be effected by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the respective party at the address appearing in the introductory paragraph of
this EULA. Notices delivered personally shall be deemed communicated at the time of actual receipt; mailed
notices shall be deemed communicated as of the third day following deposit in the United States mail.
8.2 Entire Agreement. This EULA, inclusive of the Agreement to which this is expressly incorporated
therein by reference, contains the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof, and supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the subject matter hereof. Any modification of this EULA will be
effective only if such modification is in writing signed by the party against whom enforcement of such
modification is sought.
8.3 Severability. If any provision of this EULA is invalid, illegal or unenforceable under any applicable
statute or applicable law, it is to that extent to be deemed omitted. The remainder of the EULA shall be valid
and enforceable to the maximum extent possible.
8.4 Governing Law. The laws of the State of Florida shall govern all questions relative to the
interpretation, construction, and enforcement of this EULA, without giving effect to the principles of conflict of
laws thereof. The parties agree that any relief commenced and deemed necessary in furtherance of the
protections afforded within this EULA, including any injunctive relief, shall be instituted in Palm Beach County,
Florida and the United States District Court for the Southern District of Florida.
8.5 Assignment. This EULA shall not be assignable or transferable by Customer without the prior written
consent of Company. Company reserves the right to assign this EULA to a successor or affiliate in its sole
discretion. The rights and obligations of Company under this EULA shall inure to the benefit of and shall be
binding upon the successors and assigns of Company.
8.6 Force Maieure. Neither party shall be responsible for delays or failure of performance resulting from
acts beyond the reasonable control of such party. Such acts shall include, but not be limited to, acts of God,
strikes, walkouts, riots, acts of war, terrorism, epidemics, failure of suppliers to perform, governmental
regulations, power failure, earthquake, or other disasters. If the anticipated or actual delay or non-
performance exceeds thirty (30) calendar days, the other party may immediately terminate the EULA by
giving notice of termination and such termination will be in addition to the other rights and remedies of the
terminating party under the EULA, at law or in equity.
8.7 Waiver. The waiver by either party of a breach of any provisions of this EULA by the other party shall
not operate or be construed as a waiver of any subsequent breach by such party.
8.8 Compliance with Laws. By accessing the Service, Customer confirms that this EULA and the
performance of any rights and obligations hereof:
(a) are not restricted by or contrary to any law or regulation applicable to the Customer;
(b) do not require registration or approval under the applicable laws governing Customer; and
(c)will not require termination payments or compulsory licensing under the applicable laws of Customer.
15
8.9 Counterparts. This EULA may be executed in counterparts, each of which may be original or
electronic and shall together constitute one and the same binding instrument.
9. All parties represent and warrant that, on the date first written above, they are authorized to enter into this
EULA in its entirety and duly bind their respective principals by their signatures below.
EXECUTED as of the Effective Date:
CINTEL, LLC CITY OF OPA-LOCKA, FL
By: By:
Name: Alan J. Farash Name:
Title: Chief Executive Officer Title:
16
EXHIBIT 2
FORM OF NOTICE TO PROCEED
Reference is made to the Agreement for Automated License Plate Recognition Solution Services by and
between American Traffic Solutions, Inc. ("ATS") and the City of Opa-Locka, Florida("Customer"), dated as of
(the "Agreement"). Capitalized terms used in this Notice to Proceed shall have the meaning
given to such term in the Agreement.
Customer hereby designates the procurement and deployment or installation of ALPR cameras at the
following designated locations.
Execution of this Notice to Proceed by Customer shall serve as authorization for the procurement and
deployment or installation of the ALPR cameras for all designated locations as follows:
1)
2)
3)
4)
5)
Customer understands that implementation and installation of any location is subject to a feasibility of
installation analysis, and if necessary, engineering results conducted by ATS and/or its subcontractor Cintel.
Costs of deployment or installation of the ALPR cameras shall be pursuant to the terms and conditions of the
Agreement.
IN WITNESS WHEREOF, Customer has executed this Notice to Proceed as of the date written below.
CITY OF OPA-LOCKA, FLORIDA
By:
Name: Date
Title:
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC.
By:
Elizabeth Caracciolo Date
EVP/GM, Government Solutions
17
EXHIBIT 3
ALPR SOLUTION SCOPE OF SERVICES
Requirement Response
Email Support Response 24 hours (within technical telephone help desk
operating periods)
Technical Telephone Help Desk 08.00— 16.30 Monday through Friday Note:
Eastern Standard Time
Response to reported faults 24 hours (within technical telephone help desk
(Performance of remote diagnostic tests operating periods)
and determination of remedy)
On-site support(Inspection, Service and All repairs must be completed within three (3)
Repair of ALPR Equipment) Business Days after fault reported to Cintel.
Installation Completion 90 days from time of permit issuance
120 days from PO if no permit required
ATS (or its designated subcontractor) shall repair or replace all ALPR Equipment (including components),
which may be done with replacement parts, unless such damaged component has been the subject of (a)
improper handling or installation and repairs made by unauthorized persons, including the City; (b) misuse,
neglect, accident on behalf of the City(or persons acting on its behalf other than a party authorized by ATS or
Cintel); or(c)the City's violation of any term of this Agreement or the EULA.
Repair and replacement of poles and infrastructure shall be the responsibility of ATS for ATS owned
infrastructure, and the City for all non ATS-owned infrastructure.
18
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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. 148793
Section 3. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 14`h day of May, 2014.
it a
• AYLOR
MAYOR
Attest to: Approved as to form and legal sufficiency
/
4 Or t A
e • %)•----
a Flores Jo eh S. ' Her
ity Clerk G' S • • •N MARDER, PA
C. 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
City (1 1
QameeTtlIcia
gamyikze
Memorandum
TO: Mayor Myra L. Tay or
Vice-Mayor Joseph L. ey
Commissioner T' othy : i es
Commissioner D�rothy o i 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.
1 Page
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
City of Opa-Locka
Agenda Cover Memo
Commission Meeting 05-14-2014 Item Type:
Date: X
(EnterX in box)
Fiscal Impact: Ordinance Reading:
(Enter X in box) (Enter
Public Hearing
(Enter X in box)
Funding Source: (Enter Fund&Dept) Advertising Requirement:
(Enter Acct No.) (EnterXin box)
Contract/P.O.Required: RFP/RFQ/R1d#:
(EnterXin box) X N/A
Strategic Plan Related Strategic Plan Priority Area: Strategic» `'S ategy: (list the
(Enter X in box) specific objecting/street *liken will address)
Enhance O :tional 0
Bus.&Economic Der 0
Public Shy 0
Quality of Education 0
QuaL of Life&Oty Image 0
Communcagon 0
Sponsor Name City Manager Department: City Manager
A RESOLUTION OF THE CITY OF OPA-LOCKA,`FL® ' ® AUTHORIZING THE CITY MANAGER TOMrEX "...,
AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WIL AMERICAN TRAFFIC SOLUTIONS,INC(ATS)
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.
Approval
(1)Ongiria 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,Sean 12.0 of the Agreement requires any amendments, modifications,or alterations of
the Agreement to be in wiling 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 COQ
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 bel vr.
1. The above recitals are true and - and are i 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.
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 progra '.a ('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 g calendaa�rmonth
is less than $722.00 per camera program-wide, ATS will distribute the total Net Revenue
received from violation payments for thatmnonth to the City and ATS wilt it receiive_any
fees.This provision shall not apply and ATS will be entitled to fees of 44:, d_ H :Mere
ere
per mooth if: (1) the Customer elects not to enforce all Ieaaly 4 s 6crht
Vi : (2) the Customer elects not to oursue:ins
:._ obligated-ta do so: (3)the Customer:di ects Contractor ContradtOrte " at
a s a violation r are orojectedisf Contractor to be bel -a'by
Con rater for an awe in „ar the Customer waive
proati s than ten percent (1 0% -a Violations forwarded for
aodistin' 0. ® m a to'the-business a defined`by'the Customer ,nor to
. ;o�®� •R _nt
1.2 To the extent-thatthe Net Revenue in a given calendar month exceeds the City's
distribution under Section 1.1,ATS will rem excess amount from revenue,
up to a maximum of the amount of ATS'mort-feees,which are as follows:
,500 per
Camera per month.
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
suchOutstandingBalance.
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: $5,580($70,000-$64,440)
�$. ATS agrees that in the event it enters into a new agreement subsequent to the execution dabs df this
Second Amendment for the same or substantially similar scope of , including
h ' a oration and at-1east-als-4asalat substantially similar nor ermstalled cameras in t =n with
asether>local government in Miamktbeiff County, Florida which the t4y determines to be more favorat than
this Agreement,ATSwiII agree b►the terms in the other local government's agreement in its entirety.
011. Except as expressly mad Of modified by the terms of this Second Amendment, all terms of the
Agreement as amended by the First Ameindment shall remain in full fares and effect In the event of a coned
between the terms of this Second Ameradiatint and the Agreement or the First Amendment, the terms of this
Second Amendment shall prevail and central.
40.11. The provisions of the Agrseme t, as amended by the First and Second Amendments, including the
recitals, comprise all of the terms, centhirens, agreements, and representations of the parties with respect to
the subject matter hereof.
I 4412. This Second Amendment may be executed in one or more counterparts, each of which shall
constitute an original, but all of which taken der shall constitute one and the same instrument..
I 42n. 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
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.
YRA LOR
MAYOR
ORDINANCE NO. 13-22
Attest to:
J• : Flores
qty Clerk
Approved as to form and legal sufficiency:
tit Oig
+ � I
Jo `. -Her
G', EN.POON MARDER PA
C. 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
2210 I SUNDAY,JUNE 30,2013 ND MiamiHerald corn 11NANI HERALD
-rvice is open on Sunday,
•• you can get to work on Monday.
CITY OF OPA-LOCKA,FLORIDA Genuine Honda
NOTICE TO THE PUB"C Oil & Filter Na?
NOTICE IS INVIBY GIVEN that the City Commission of the sty of Opa-locka,Florida ;
will hold public hearings at Its Regular Co mission Meeting on Wednesday,July 10, $2z950--
2013 at 7:00 p.m. at the Ope-bdca Municipal Complex, 780 Rsherman Street,
Floor,Opa-locks,Florida to consider the following items:
ONDSIANCESN IMUC
AN CI DF THE CITY t MN CIF THE CITY DF DP�LDIK Tire Rotation .o.
FLORIDA, AMENDING CITY ORDINANCE 86-6, LAND DEVELOPMENT $12.95p,„...
CODE,ARTICLE 3.1 ERTANUSIMIENT OF DETECTS TO CREATE A MIXED '�•
USE OVERLAY DISTRICT,FURTHER TO CREATE ARTICLE 6.15 MIXED
USE OVERLAY ZONING DISTRICT, PROVIDING DISTRICT PURPOSE,
DEVE OPNWIT STANDARDS, PERMITTED USES, AM) EUMI NJTY FOR
MAJOR TMIMPORTATION CORRIDORS OF TIE CITY OF OPA-LOCKA TO A•i nment
INCLUDE NW 135"1 STREET,FROM NW 47"AVENUE TO NW 27"AVENUE;
AU-BABA MIME RIM NW 37' MIME TO NW 151"STREET;OPA-LOCKA I .95p,s tor
BOULEVARD FROM AU-BABA AVENUE TO WI 2r,AVENUE;NW 27"AVENUE
FROM NW 127"STREET TO NW 151°STREET;PERMITTED USES NMI
INCLUDE,RETAIL,OFI R3:,EDUCATIONAL MUTES,PRICK FACN.RES,
PARKING STANDARDS AND HEIGHT UMITATIONS; PROVIDING FOR Genuine Honda
INCORPORATION OF RECITALS;PROVIDING FOR AN EFFECTIVE DATE
(first reading held on Juno 12,2113).Sponsored by C.M. Bade
AN ORDINANCE OF TIE CITY COMMISSION OF TIE CITY OF OPA-LOCKA, �p,ad,r
RO
RONDA, DELETING OBSOLETE PROVISIONS AND AMENDING TIE CRY
CODE BY A1EI n,o CIAPTER 15, AInCLE X,
SIGNAUZED INTERSECTION SAFETY, TO IMPLEMENT CS/CS/HOUSE
MU.7125(2013),1 2013-,LAWS OF ROmA; FOR + -rvice now open 10am Sunday
LOCAL NEARING OFRCEIIS COMBTBIT WITH GENERAL LAM;PROVIDING
FOR SEVBIABLRY;PROVIDING FOR CODIFICATION PROVIDING FOR AN OUTH
BRuTNE DATE(lost reading held en Jun 12,2113).Sponsored by C.M. �
A
U.)
dditional information on the above items may be obtained in the Office of the
C)TC)R s
City Cleric,780 Rehe men Street,P Floor,Opa-1"eka,Ronda.M interested persons HONDA
are encouraged to attend this meeting and will be heard with respect to the tuT�rxanD sH+vicE CENTER
public hearing.
nfaSUN r T➢Fs null&Aeyane ntw dedies b appeal any ded&an made by any board US-1 & South 161 Street in Miami
neerxa!a ant of the had!din94 respect and any taus considered"bred et d such or hewing 866) 475-7566 I SouthHonda.corn
need a recant o/ere procbedWhgr,etM/ar that reason,may need to ensue that a verbatim
record of the prroceed*ps is made,"Rich record includes the testimony and evidence upon
'Mich the appeal may be wed Av:xlank:r.Sor..ruy Svici:,Sn,R:Mrnor.:IMntl:, ew�c;:,a„i::nn,,.,M1y,•,,,,x:, ii,., nn:x..
n m r.:Ann,,n Mi;ti',rlxxnn;nPHc whir cr0,,,0 Wn1lnn S!!r dn,Ir,f;x n!`ITO:. F„}er IW d ry:;ll:.r
eogxt:a.r,
JOANNA FLORES,CMC
CITY CLERK
—" American
Waffle 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
• 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 10 ay of
.05 , 2010 by and between the City of Opa-Locica, Florida, a municipal
•rporation (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.
?661 East Gray Read • Scottsdale.A.zcna 85260 • TEL'A80.4431000 • FAX:480.546.4501
WWW acct ccm • •.wnv-Re^LigntCamera corn • varnrPiatePass.c0m
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(1Xc)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:
Co
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Opa-Locke,FL ATS Contract Amendment 2010.06.11 City of Opa-Locke,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,FL ATS 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.
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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 shah 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
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Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Lodca,FL
[Remainder of Page Intentionally Left Blank]
Conlidential
Page 6 of 16
Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Locke,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 OPA—LOCRA: '
ApprAved = to form a • legal
Buff ien ► : By (itt,ia ...j 01(01 t0
Clarance Patterson Date
1` City Manager
Jose Geller ATTEST:
City/At orney
By: g (Oto
Deborah Sheffield to
City Clerk
AMERICAN TRAFF , SOLUTIONS, INC.
r '
L '
By: c f ; 7 / 1 (-)
Adam E. Tuton bate
Chief Operating Officer
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Opa-Locka,FLATS Contract Amendment 2010.06.11 City of Opa-Locka,FL
EXHIBIT"B"
• Construction and Installation Obligations
Tuneframe 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;
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Page 8 of 16
Opa-Locka,FL ATS Contract Amendment 201 0.06.11 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
recodifted from time to time;
1.10 Complete the installation and testing of all necessary Equipment, induding
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):
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Page 9of16
Opa-Lodca,FLATS Contract Amendment 2010.06.11 Cky 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
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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.
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Opa-Locka,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.
s. 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
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Opa-Locka,FL ATS Contract Amendment 2010.06.11 City of Opa-Locka,FL
EXHIBIT'V
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 intemet 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 18
Opa-Lanka,FL ATS Contract Amendment 2010.06.11 CRy of Opa-Locke.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
Opa4_acka,FL ATS Contract Amendment 2010.06.11 City of Opa-Locka,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 Customers 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-Lodca,FL ATS Contract Amendment 2010.06.11 My of Opa-Lodca,FL
EXHIBIT'7'
SERVICE FEE SCHEDULE
1.0 Description of Pricing Fee
Fees are based on per Camera(approach)and are as follows:
O io : 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 8 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 dass mail and UTC by certified mail inducing
bad address processing and remelting. $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 mined 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, lock 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-Lodca,FL ATS Contract Amendment 2010.06.11 City of Opa.Lodca,FL
lillE=ATS
" THE GREAT CITY "
17= lagitYCHA
ggimidai
Clarence 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 1 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:
NW27t Ave @Ali Baba Ave
NW 27*Ave 0 NW 135th St
NW 27a'Ave @ Opa Locka Blvd/1361k St
SR-9/NW145tSt @NW22"Ave
Please feel free to contact me at(305)953-2821 if you have any questions or concerns.
Thank you.
Sin erely,
ClarancPa�t so� �--
City Manager
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this 3.2_,day of March,
011 by, cfata't PalierS. '.He/She i personally k no�to me or has
produced as identification.
4141,1,t, FAYE DOUGLAS
MY CONMSSION#DO 962152
N tary lic,State of rida * 7• * EXPIRES:Rimy 16,2014
4)440r ' Banded Thu Batt NdeySete
My Commission Expires:
CITY HALL•780 FISHERMAN STREET,4TH FLOOR,OPA-LOCKA,FLORIDA 33054 •(305)688-4611
eel s=ni iei naanari'wry EMPLOYER AND DOES NOT DISCRIMINATE ON THE BASIS OF HANDICAP
" THE GREAT CITY "
CIO'?
4P? S ,QCci't a
Clarance Patterson 305-953-2821
City Manager 305-953-2823
Faoc 305-953-2870
CZ 0 '
�I1 rn
September 20, 2010
_
Louis Vega, Account Manager ,
American Traffic Solutions, Inc.
7681 East Gray Road `'F'
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,
Clarance P Patterson
City Manager /
Cc: Cheryl Cason, Chief b.,#
Opa-locka Police Department
SIGNED: ,
Attachments
Nim ; o 0; P
(Pik r)
www.opalockafl.gov
CITY HALL•780 FISHERMAN STREET,4TH FLOOR,OPA-LOCKA, FLORIDA 33054• (305)688-4611
______.._.._._.,... ....rr, Afton r, ■CQ N T nicrtRIMINATE ON THE BASIS OF HANDICAP
" THE GREAT CITY "
Cc?'
[7414,4CK A
wiliweitte
clara+oe Patterson 305-953-2821
City 305-953-2823 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 27t'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,
. t..2 gat ern €'-L
�nce
City Manager
www.opalockafl.gov
CITY HALL•780 FISHERMAN STREET,4TH FLOOR,OPA-LOCKA,FLORIDA 33054•(305)688-4611
___.__ ____r ...._.. akin nnec winT nlcrPIUAINATF AN THE BASIS OF HANDICAP
�. f The City of Opa-locka -_t.
4
F_ .
POLICE DEPARTMENT _ }
3= °,„; "Committed to professionalism and community partnership"
'r' September 16, 2010
city Maff
2495 All Baba Avenue 780 Fisherman Street
Opa-Locka,FL 33054 Suite 335
Voice:305-887-1033 Florida Department of Transportation,District 6 Opa-1-ocka,FL 33054
Fax:305-953-3417 1000 Northwest 111th Avenue, Room 6202 X11
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 RLRCs at the following selected
intersections within our enforcement area:
1. Southbound-SR 9 (NW 27th Ave) at SR 916 (Opa-Lodra 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.
Sinc rely,
eryl Cason
hief 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 T'HE
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. 0 9-74 3 5
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 Aytorney.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 25 day of FR1 PTTARY , 2009.
AIR
- ——A
"' : . A LLEY
YOR
Attest: Approved as to form and legal '.ciency:
r 4/
Deb rah S. Irby ! Buma• a Norri eeks
City 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
COPY'
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 2i day of March 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 (f) 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
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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,
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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 mariner 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
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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.
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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: Bumadette Norris-Weeks, City Attorney
City of Opa-locka- Office of the City Attorney
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780 Fisherman Street, 4th 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 All 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
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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
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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.
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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
Cit 'lerk . e
C;,ry ILA r ,-.G 2-
(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.,
•-%.■_
i -r4r -1111\ rz
C V TT�E0e_ 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 Rnforcement 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 determine 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 username,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
AIMSAmerican
Traffic Solutions
DMV Services Subscriber Agreiemert
ATS requires that your agency certify the intended use of the information 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 disseminafon 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§2721 that apply:
El (t). For use by any government agency, inducing 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, administrative, 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.
❑ (1g) 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 purposes)specified above; and(II)request such information only for
the Subscriber's exclusive use in the ordinary course of Subscribers business and not for
resale.
I certify that I am authorized to execut. the Subscriber Use Certification on behalf of the
Subscriber listed below. On behalf of such Subscriber, l certify that the above statements are
true and correct. Subscriber acknowledges and agrees that ATS may from time to time audit
Subscribers 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 agreement shall be for year(s) commencing 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 Agencya'Narne
NLETS Agency ORI
Name of Authorized Representative
Title of Authorited Representative
MMAaing Address: i
City State: ZIP Code:
Telephone: l; ) - Fax ( ) - Email
Signature of Authorized Representative:
Date Signed
OPA-LOCKA,FL
RAW DATA FOR TRENDING MID
ANALYSIS ONLY,NOT FINAL OR FOR
DISTRIBUTION
Total ESTIMATED Potential Client
IJTC
Month-Year Cash receipts from DOR Payment Revenue Rom County
violator payments by City to State Courts Opa-
Iocica%
i___ Jan-2014 $0.00 $92,254.00 .__. $48,410.01 $8,039.18 $51,883.17 56% $40,370.83
Feb-2014 $0.00 $58,139.00 $30,461.00 $14,142.18 $41,820.18 72% 16,318.82
Mar-2014 $49,693.99 $39,153.00 $20,347.09 $12,551.07 ($18,337.01) -47% 7,796.02
Apr-2014 $0.00 $38,080.00 $20,003.00 $8,055.00 $26,132.00 69% 11,948.00
May-2014 $0.00 $55,717.00 $29,216.00 $5,734.23 $32,235.23 58% 23,481.77
Jun-2014 $0.00 645,397.00' $23,821.00 $4,693.79 $26,269.79 58% 19,12721
Jul-2014 $0.00 $48,489.00 $25,345.4 $5,417.62 $28,561.15 59% 19,927.85
Aug-2014 $167,413.78 $46,921.00 $24,485.00 $6,206.16 ($138,771.62) -296% 18,278.84
-•2014 15 133.99 ....:.00 ,r 473.00 712.31 14 403.32 28% 22,760.69
$
$26,063.31 26,063.31 $57,090.00 $29,963.H $7,681.07 $8,664.76 15% 22,361.93
Nov-2014 $20,599.69 $44,885.00 $23,489.00 $3,903.84 $4,700.15 10% 19,585.16
Dec-2014 $30,803.84 $68,781.00 $36,105.00 $5,016.78 $6,888.94 10% 31,088.22
Jan-2015 $27,516.78 $59,401.00 $31,125.00 $0.00 $759.22 1% 31,125.00
Feb-2015 $39,464.48 $80,717.00 $42,321.60 $11,835.96 $10,766.88 13% 30,485.84
Mar-2015 $55,525.96 $103,748.00 $54,282.00 $9,407.12 $3,347.16 3% 44,874.88
Apr-2015 $44,950.12 $79,209.00 $41,500.00 $8,605.00 $1,363.88 2% 32,896.00
May-2015 $41,252.00 $79,367.00 $41,666." $7,664.61 $4,113.61 5% 34,001.39
Jun-2015 $45,135.61 $89,586.00 $47,061." $8,875.76 $6,265.15 7% 38,18624
3ul-2015 $31,500.00 $78,686.00 $1,334.00 $8,709.41 $14,561.41 19% 32,824.59
Aug-2015 $31,500.00 $98,300.50 $51,548.25 $6,912.;' $22,164.34 23% 44,636.16
-• 2015 s ''.00 '' S 00 7f• .05 .61 ♦ III • 27% 34,537.44
Oct-2015 $31,500.00 $103,058.00 $53,957.77 $10,185.04 $27,785.27 27% 43,772.73
■
Nov-2015 $36,000.1 r $93,795.00 $49,313. ' $8,461.72 $16,943.23 18% 40,851.77
Dec-2015 $36,158.00 $105,784.00 $55,426.66 $5,314.70 $19,514.04 18% 50,111.96
Jan-2016 $36,134.00 $98,408.'. $51,590.28 $7,619.46 $18,303.18 19% 43,970.82
Feb-2016 $36,422.00 $124,289." $65,054.66 $24,269.01 $47,081.35 38% 40,785.66
Mar-2016 $36,606.00 $113,120.00 $59,345.00 $23,590.28 $40,759.28 36% 36,754.72
Apr-2016 $36,186.00 $114,960.00 $60,310.53 $14,323.30 $32,786.77 29% 45,98723
May-2016 $36,286.00 $153,230.00 $79,706.26 $12,679.40 $49,917.14 33% 67,026.86
Jun-2016 $36,478.'1 $150,447.25 $78,129.27 $12,760.17 $48,600.15 32% 65,369.10
Jul-2016 $36,320.00 $172,981.00 $88,942.90 $14,266.23 $61,984.33 36% 74,676.67
Aug-2016 $36,344.00 $206,436.00 $106,893.49 $16,846.54 $80,045.05 39% 90,046.95
•2016 1..'416.00 1': .00 1 410.99 18 •• .3 77•7 39% 84,146.66
Oct-2016 $36,252.11 $170,276.00 $87,425.27 $16,064.. $62,663 37% 71,380.66
Nov-2016 $36,338." $131,581.01 $67,728." $11,187.1: $38,702.19 29% 56,540.82
Dec-2016 $36 ... 11 $149,880.11 $77522.11 $12,877.05 $48,937.' 33% 64,644.95
Jan-201 $36,294.00 $164,' : " $84245 11 $19,617.56 $64,026 • 39% 64,827.44
Feb-2017 $36,248.00 $133,044.-1 $67,972. : $28,145.67 656,969.39 43% 39,827.11
Mar-2017 s• r I I 127:.1.00 •., •" s .. :r .._. 49% 29,240.77
:i •"7I $91,14. 1 n $46,095.46 $20,692.15 $29,470.69 32% 26,403.31
May-2017 $36,234.11 $111,643.00 $56,458. • $17,503.92 $36,454.5 33% 38,964.47
Jun-2017 $36,240.'' $114,667.00 $57519.11 $14,069.17 $34,977.1 31% 43,449.83
3uI.2017 $36,230.00 $110,948.17 $55,006. $15,041.85 $34,753.63 31% 39,984.64
Aug-2017 $36,298.00 $140,737.69 $71,161.9 616,193.11 $49,470.00 36% 64,988.97
•2017 128.H 06 "I ,.."971.85 139311, 3 506 0" 41% 39,04085
- rte+..� a^�7 : Y.�"tT, '£' ' .,:,, T' - a° _n
Total Due State of 107.65 $550,172.14
Florida(2014-2017)
$1,826,935.51
4606 10096 524 10•I• 129
Classification:INTERNAL
Florida Revenue Analysis Report VERSION 1.2
Budget
2018
Amended
001-GENERAL FUND
Expenditures
CITY MAN.GEN.GOV.
519994 OBLIGATION TO DOR 208,250
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Monday,September 10, 2018 Page 1 of 1