HomeMy Public PortalAbout19-9601 American Traffic Solutions (ATS) Sponsored by: Commissioner Bass
RESOLUTION NO. 19-9601
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY
MANAGER TO NEGOTIATE A PROFESSIONAL SERVICES
CONTRACT WITH AMERICAN TRAFFIC SOLUTIONS (ATS),
DOING BUSINESS AS VERRA MOBILITY, IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY; PROVIDING FOR
INCORPORATION OF RECITALS; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City of Opa-locka ("City") administered a Red Light Camera
Program pursuant to Florida Statute 316.0083, The Mark Wandall Traffic Safety Program, in
conjunction with ATS until September 21, 2018 when the agreement with ATS expired; 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, pursuant to Section 2-319 (3) of the Opa-locka Code of Ordinances,
"[c]ommodities available only from a single source may be excepted from the bid
requirements upon the filing by the city manager of a certification of conditions and
circumstances with the city commission, if subsequent thereto, the city commission
authorizes the exception by majority vote of the commission"; and
WHEREAS, with a new Agreement, the City will be able to obtain automated
license plate recognition (ALPR) cameras from Verra Mobility to use for public safety
purposes; and
WHEREAS, a new agreement will be for a period of five (5) years enabling the City
to pay any outstanding debt owed to the State of Florida resulting from the Red Light Camera
Program; and
WHEREAS, the City Commission finds that it is in the best interest of the City to
authorize the City Manager to negotiate a new agreement with ATS doing business as Verra
Mobility.
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.
Resolution No. 19-9601
Section 2. AUTHORIZATION
The City Commission hereby authorizes the City Manager to negotiate and a new
agreement with ATS doing business as Verra Mobility.
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.
This Resolution shall take effect immediately upon adoption and is subject to the
approval of the Governor or his designee.
PASSED AND ADOPTED this 23`d day of January, 2019.
Mayor Matthew A. Pigatt
Attest to: Approved as to form and legal sufficiency:
-k`■1
Jo.111 a Flores THE BROWN LAW GROUP, LLC
Cit` Clerk City Attorney
Moved by: COMMISSIONER BURKE
Seconded by: VICE MAYOR DAVIS
Commissioner Vote: 5-0
Commissioner Burke: YES
Commissioner Kelley: YES
Commissioner Bass: YES
Vice-Mayor Davis: YES
Mayor Pigatt: YES
ockq
City of Opa-Locka
Agenda Cover Memo
Department Department
Director: Director Signature:
Finance Bryan Hamilton FD Signature:
Director: Department
1,4)14.-
City Manager: Newall J. Daughtrey ACM Signature:
Commission 01.23.19 Item Type: Resolution dins ! Oth
Meeting Date: X
(EnterXin box)
Fiscal Impact: Ordinance Reading: 1st Reading 2"Reading
(Enter X in box) Yes No (Enter X in box)
Public Hearing: Yes No Yes No
(EnterXin box)
Funding (Enter Fund& Advertising Requirement: Yes No
Source:
Dept) (EnterXin box) X
Account#:
Ex:
Contract/P.O. Yes No RFP/RFQ/Bid#:
Required:
(Enter X in box)
Strategic Plan Yes No Strategic Plan Priority Area: Strategic Plan Obj./Strategy:
Related Enhance Organizational El (list the specific objective/strategy this
(EnterXin box) X Bus.&Economic Dev (] item will address)
Public Safety
Quality of Education El
Qual.of Life&City Image El
Communication El
Sponsor Name City Manager Department: City Manager
Short Title:
A Resolution of the City of Opa-locka,Florida authorizing the City Manager to negotiate a Professional Services
Contract with American Traffic Solutions (ATS).
Staff Summary:
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.
Proposed Action:
Attachment:
Original Agreement
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement includes the attached Exhibits ("Agreement") and is made by and
between American Traffic Solutions, Inc., doing business as Verra Mobility, ("Verra Mobility") and the City of
Opa-Locka, Florida, a municipal corporation of the state of Florida ("Customer"), with Verra Mobility and City
individually, a "Party", and collectively, the"Parties".
WITNESSETH:
WHEREAS, the City desires to implement and operate a traffic safety camera system pursuant to
Florida Statute 316.0083 (the"Program"); and
WHEREAS, public convenience and necessity require the City to obtain the services of Verra Mobility
which has photo enforcement implementation and operations experience and is a leading provider of photo
enforcement systems with the City and across the country; and
WHEREAS, Verra Mobility has the exclusive knowledge, possession and ownership of certain
equipment already installed in the City, and has licenses, and back-office processes through an automated
web-based Citation processing system (collectively referred to as the "AxsisTM System" or"Axsis") currently
used by the City for its existing photo enforcement program; and
WHEREAS, the City desires to obtain automated license plate recognition (ALPR) cameras from
Verra Mobility to use for public safety purposes; and
WHEREAS, the City finds Verra Mobility is qualified to perform and is experienced in providing the
required services; and
WHEREAS, the City desires to engage Verra Mobility to provide traffic safety camera services, also
known as photo enforcement services; and
NOW,THEREFORE, for and in consideration of the mutual covenants contained herein, and for other
good and valuable consideration, the receipt of which each Party hereby acknowledges, the Parties agree as
follows:
The attached Exhibits include:
EXHIBIT A SERVICE FEE SCHEDULE
EXHIBIT B SCOPE OF WORK
EXHIBIT C FORM NOTICE TO PROCEED
EXHIBIT D DMV SERVICES SUBSCRIBER AUTHORIZATION
EXHIBIT E CINTEL END USER LICENSE AGREEMENT (EULA)
EXHIBIT F ALPR FORM NOTICE TO PROCEED
EXHIBIT G ALPR SOLUTION SCOPE OF SERVICES
By signing below, the Parties agree to the terms and conditions of this Agreement. Each individual signing
below represents that such individual has the requisite authority to execute this Agreement on behalf of the
entity which such individual represents and that all the necessary formalities have been met.
[SIGNATURE PAGE FOLLOWS]
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC. CITY OF OPA-LOCKA, FLORIDA
By:
Elizabeth Caracciolo Date Mayor Date
EVP, Government Solutions
ATTEST:
By:
City Clerk Date
APPROVED AS TO FORA:
By:
City Attorney Date
This Agreement is effective on the date of execution by the last signatory to this signature page ("Effective
Date").
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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I. DEFINITIONS
As used in this Agreement,the following words and terms shall, unless the context otherwise requires, have
the respective meanings provided below:
1. "Approach": One(1)direction of travel on a road or a traffic intersection, including up to four(4)contiguous
lanes controlled by up to two (2) signal phases.
2. "Business Hours": Eight(8) hours per day, Monday through Friday, excluding weekends and holidays.
3. "Business Rules": The Business Rules Questionnaire to be completed by Customer and delivered to
Verra Mobility setting forth the business rules for the implementation and operation of the Program.
4. "Camera System"or"Camera": A photo-traffic monitoring devicensisting of one(1)rear camera, strobe,
and traffic monitoring device (including the wiring associatedwh) capable of accurately detecting a
Violation on up to four(4) contiguous lanes which recordsfi dattth one (1) or more images of such
vehicle. "Camera System", where the context requires:, also includes any enclosure or cabinet, wiring, and
related appurtenances in which the equipment is stationed. "Camera System" includes any and all Camera
Systems installed in the City and owned by Verra Mobility prior to the effectidate of this Agreement.
5. "Change Order Notice": Written notice from Customer requesting changes to the work required to be
performed or the addition of products or services to those required to the terms of is Agreement, setting
forth in reasonable detail the proposed changes.
6. "Change Order Proposal": A written statement from Verra MoblIty describing the cost of the changes to
the work or addition of products or services requested by Customer in a Change Order Notice.
7. "Citation": A citation or noticeof violation or equivalent instrument issued by a competent state, county or
municipal law enforcement agent or agency or by a court of competent jurisdiction relating to a Violation
documented or evidenced in Axsis.
8. "Designated Safety Zone" A designated safety zone in which a Camera System may be installed or
deployed.
9. "Event': A potential lion captured by the Camera System.
10. "Fees": The amount payable by Customer to Verra Mobility for equipment, services, and maintenance as
set forth in EXHIBIT A.
11. "Notice to Proceed': Written confirmation from Customer that Verra Mobility may proceed with the
installation of a given Camera Sysn, a form of which is attached as EXHIBIT C.
12. "Owner": The owner(s)of a motor vehicle as shown by the motor vehicle registration records of the motor
vehicle department or the analogous agency of another state or country, including a lessee of a motor
vehicle under a lease of six months or longer.
13. Paid Citation": A situation where the Person cited has paid any portion of the fine and applicable court
costs associated with the particular Citation.
14. "Person" or "Persons": Any individual, partnership, joint venture, corporation, limited liability company,
trust, unincorporated association, governmental authority or political subdivision thereof or any other form
of entity.
15. "Project Time Line": The initial schedule and timelines required to begin the implementation of Customer's
project, as mutually agreed upon by the Parties.
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16. "Red Light Safety Camera System": A Camera System installed at an intersection Approach.
17. "System": A Camera System and the related Infrastructure.
18. "Violation": A failure to obey an applicable traffic law or regulation, including, without limitation, failure to
obey a traffic signal.
II. GENERAL TERMS AND CONDITIONS
1. VERRA MOBILITY AGREES TO PROVIDE:
The scope of work identified in EXHIBIT B, Section 1.
2. CUSTOMER AGREES TO PROVIDE:
The scope of work identified in EXHIBIT B, Section 2.
3. TERM:
This Agreement shall commence upon the Effective Date and shall continue for a term of five(5)years from
the Effective Date or from the first day of the month following the first-issued Citation from the last Camera
System that is installed or deployed pursuant to a Notice to Proceed delivered by Customer to Verra
Mobility, whichever date is later. This Agreement will automatically extend for consecutive five (5) year
terms. However, Customer or Verra Mobility may terminate this Agreement at the expiration of any term
by providing written notice of its intent not to extend the Agreement one hundred twenty (120) days prior to
the expiration of the then-current term.
4. ASSIGNMENT:
Neither Party may assign all or any portion of this Agreement without the prior written consent of the other,
which consent shall not be unreasonably withheld or delayed. However, for business financing or other
corporate reorganizational purposes, Verra Mobility may sell, assign, transfer or convey any interest in this
Agreement in whole or in part without the written consent of Customer.
5. FEES AND PAYMENT:
Customer shall pay for all equipment, services and maintenance based on the fee schedule indicated in
EXHIBIT A, Service Fee Schedule 1.
5.1 Customer shall pay all Fees due Verra Mobility based upon invoices from the preceding month within
thirty (30) days of submission. Late payments are subject to interest calculated at 1.5% per month
on open balances. If Customer is more than sixty (60) days past due on payments to Verra Mobility,
Verra Mobility may, in its sole discretion, exercise any remedies pursuant to Section 16 of this
Agreement for non-payment of Fees by Customer.
5.2 Invoices shall be in standard Verra Mobility format.
5.3 Verra Mobility's Fees will be fixed for the first five (5) year term; thereafter, unit prices will increase
annually by the Consumer Price Index(CPI), according to the average change during the prior twelve
(12) months in the CPI for All Urban Consumers (CPI-U) for U.S. Customer average, as published
by the Bureau of Labor Statistics, U.S. Department of Labor for the Services category listed under
Commodity and Service Group.
5.4 Flexible Payment Plan. During the term of the Agreement, payments by the Customer may be made
to Verra Mobility under a Flexible Payment Plan if the total funds collected by the Program are
insufficient to cover the Fees due Verra Mobility. Under the Flexible Payment Plan, the Customer
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may defer certain payments due and owing to Verra Mobility during the term of the Agreement. If at
the end of the term sufficient funds have not been collected by the Customer to pay the accrued
balance then due to Verra Mobility, Verra Mobility agrees to waive its right to recovery with respect
to any balance owing to Verra Mobility at the end of that term.
This Flexible Payment Plan will be applied as follows: Verra Mobility will maintain an accounting of
any net balances owed Verra Mobility each month during the term. If the total amount of funds
collected from all Camera Systems combined during a month exceeds the amount of the Verra
Mobility invoice for the same month, the Customer shall pay Verra Mobility the total amount due on
the invoice. If the total amount of funds collected from all Camera Systems combined during a month
is less than the amount of the Verra Mobility invoice for the same month, the Customer shall pay
Verra Mobility only the amount collected during the same month and Customer may defer payment
of the remaining balance. If opting to use a Flexible Payment Plan, Customer will provide Verra
Mobility with sufficient information about payments receiveectly by the Customer or by the Courts
to accurately determine the amount of funds collet Payments due Verra Mobility will be
reconciled by applying funds collected in subsequent Months,Est to the accrued balance and then
to the subsequent monthly invoice. If at any time the Verra Mobility invoices, including any accrued
balance are fully repaid, Customer will retain all additional funds collected. Any funds in excess of
the total balance due(whether reserved in cash or not by Customer)willbe available to offset future
Verra Mobility invoices during the term of the Agreement. Customer agrees and understands the
Flexible Payment Plan shall be applied in the aggregate across all instate Camera Systems and
will not be applied on a per camera basis or on a per month basis.
Example: Fee of $4,000 per Camera System per month and four (4) cameras installed. If during
Month 1 camera #1 revenue is $4,000,camera #2 revenue is $3,500 camera #3 revenue is $5,000
and camera #4 revenue is $2,500, the total revenue from the cameras for the month is $15,000.
Verra Mobility would invoice Customer for $'t6,000 ($4,000 x 4 Camera Systems). However,
Customer would only be required to pay$15,000 in Month 1 and the$1,000 deficit would carry over
to subsequent months. If in Month 2 the combined revenue from the 4 cameras was$28,000, Verra
Mobility would invoice the e; .mer $17,(00 (i.e., the $1,000 deficit from the prior month plus the
$16,000 monthly fee for the 4 Camera Systems) and the Customer would retain the remaining
$11,000. The Customer is not responsible for any previously deferred balance remaining at the end
of the term of the Agreement.
6. SITE SELECTION ANALYSIS:
Prior to installing or deploying a Camera System, Verra Mobility may conduct a statistical analysis of each
road or intersection Approach being considered for a Camera System or Camera Systems ("Site Selection
Analysis") to assist Customer in determining which road or Approaches will be the most beneficial to
Customer in pursuit of its traffic safety and enforcement goals. For any road or Approach recommended
by Customer, Verra Mobility may install a System if a constructability analysis concludes installation is
feasible. Verra Mom makes no representations or warranties that any Violation rate estimates will be
predictive of actual future traffic Violation rates.
7. COMMUNICATION OF INFORMATION:
Verra Mobility will comply with reasonable requests from Customer for information obtained by Verra
Mobility through operation of the Axsis System. Verra Mobility reserves the right to assess a fee for such
services. Unless Verra Mobility is deemed a "Custodian of Record", under applicable"Open Records Act"
laws or similar laws, Verra Mobility will not be under any obligation to provide information directly to non-
Customer requesting parties. Should Verra Mobility choose to respond to non-Customer requesting parties.
Verra Mobility and Customer shall work collaboratively in a good faith effort to provide requested information
in a timely manner, which good faith effort may include, but not be limited to, Customer's review and prior
approval of Verra Mobility disclosing information.
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8. CONFIDENTIAL INFORMATION:
No information given by Verra Mobility to Customer will be of a confidential nature, unless specifically
designated in writing as proprietary or confidential by Verra Mobility ("Verra Mobility Confidential
Information"). If, however, Verra Mobility does designate certain information as proprietary or confidential,
Customer shall treat the Verra Mobility Confidential Information with the same degree of care and same
restrictions as Customer treats its own proprietary and confidential information, but in no event with less
than reasonable care and reasonable restrictions. Customer will use Verra Mobility Confidential Information
solely in connection with its rights and obligations under this Agreement, and will not use Verra Mobility
Confidential Information for any other purpose, including but not limited to any use to harm or injure Verra
Mobility or in any other way detrimental to Verra Mobility. If Customer receives a request or becomes legally
obligated or compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative
demand, other demand or request by a governmental agency,fire application of statutes, rules or
regulations) to disclose any of the Verra Mobility Confidential ation, Customer will promptly provide
Verra Mobility with written notice of such request or requirerore any disclosure, and will cooperate
with Verra Mobility's reasonable efforts to obtain confider' treatt of the Verra Mobility Confidential
Information. If a protective order or other confidential treatment is notobtained or if Verra Mobility waives
its rights under this paragraph, Customer agrees to furnish only so mucnof the Verra Mobility Confidential
Information as it is legally required to furnish and, where appropriate, to exercise its best efforts to obtain
written assurances that confidential treatment will be accorded to the Veers Mobility Confidential
Information. Customer will give Verra Mobility an opportunity to review the Verra Mobility Confidential
Information prior to its disclosure, and Customer will allow Verra Mobility to participate in any related
proceeding. However, nothing in this paragraph shall be construed contrary to the terms and provisions of
any"Open Records Act" or similar laws,mar as they maybe applicable.
9. OWNERSHIP OF SYSTEM:
Under all circumstances,Verra Mobility shall retain ownership of all Camera Systems and the Axsis System
provided for use by the Customer under the terms and conditions of this Agreement. In order to carry out
the purposes of this Agreement, for the term of this Agreement, Verra Mobility grants Customer a non-
exclusive, non-transferable license touse the Axsis System. Verra Mobility shall retain the ownership rights
to all meta-data, business intelligence, or other analytics obtained, gathered, or mined by Verra Mobility
from the program data. On and as of the date of termination, Customer shall be deemed to accept and
receive full ownership and control of the'Infrastructure (as defined below).
10. INDEAICATION:
10.1 Indemnification by Verra Mobility. Verra Mobility agrees to indemnify Customer and its officers,
directors, employees, agents, representatives and successors (individually a "Customer Party" and
collectively,the"Customer Parties")against all liabilities, obligations, losses, damages, penalties and
judgments (collectively, "Losses"), which may be imposed on or incurred by any Customer Party
arising out of or related to thegross negligence or willful misconduct of Verra Mobility, its employees
or agents which result in death or bodily injury to any natural person (including third parties) or any
damage to any real or tangible personal property (including the personal property of third parties),
except to the extent caused by the gross negligence or willful misconduct of any Customer Party.
10.2 Indemnification by Customer. Customer hereby agrees to indemnify Verra Mobility and its direct and
indirect subsidiaries, officers, directors, employees, agents, representatives and successors
(individually an "Verra Mobility Party" and collectively, the "Verra Mobility Parties") against any and
all Losses which may be imposed on or incurred by any Verra Mobility Party arising out of or related
to the gross negligence or willful misconduct of 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 gross negligence or willful misconduct of Verra Mobility. Upon the termination
of this Agreement, Customer agrees to indemnify Verra Mobility Parties against any and all Losses
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which may be imposed on or incurred by any Verra Mobility Party arising out of or related to any
Claim related to the poles, foundation, conduit, or other below-grade infrastructure ("Infrastructure").
10.3 Indemnification Procedures. In the event of any Claim in respect of which any Party hereto seeks
indemnification from the other, the Party seeking indemnification (the "Indemnified Party") shall give
the Party from whom indemnification is sought(the"Indemnifying Party")written notice of such Claim
promptly after the Indemnified Party first becomes aware thereof; provided, however, that failure to
give such notice shall not preclude indemnification with respect to such Claim except to the extent of
any additional or increased Losses or other actual prejudice directly caused by such failure. The
Indemnifying Party and the Indemnified Party shall cooperate in the defense or settlement of any
Claim and no Party shall have the right to enter into any settlement agreement that materially affects
the other Party's material rights or material interests without such Party's prior written consent, which
consent shall not be unreasonably withheld or delayed.
10.4 Limited Liability. In no event shall Verra Mobility's liability tinder this Agreement exceed the greater
of$1,000,000 or the average of the prior twelve (14thsFees paid by Customer pursuant to
this Agreement. Notwithstanding anything to the contrary in thIs Agreement, neither Party shall be
liable to the other, by reason of any representation or express or implied warranty, condition or other
term or any duty at common or civil law, for any indirect, incidental, special, lost profits or
consequential damages, however caused and on any theory of liability,arising out of or relating to
this Agreement.
11. LIMITED WARRANTY:
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VERRA MOBILITY MAKES NO
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCHING, BUT NOT LIMITED TO, THE
WARRANTIES OF MERCHANTABILITY AI43 FITNESS OR PARTICULAR PURPOSE, WITH RESPECT
TO THE CAMERA SYSTEMS, THE COMMUNICATIONS DEVICES, THE AXSIS SYSTEM, OR ANY
RELATED EQUIPMENT OR SOFT ARE, OR WITH RESPECT TO THE RESULTS OF THE PROGRAM.
THE CUSTOMER ACKNOWLEDGES THAT AT TIMES SUCH SYSTEMS AND RELATED EQUIPMENT
AND SOFTWARE MAY MALFUNCTION OR OTHERWISE NOT OPERATE AS ANTICIPATED. VERRA
MOBILITY SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY SUCH MALFUNCTION IN A TIMELY
MANNER.
12. INS t E:
Verra Mobility shall maintain the following minimum scope and limits of insurance:
12.1 Commercial General Liabitity Insurance including coverage for bodily injury, property damage,
premises and operations, products/completed operations, personal and advertising injury, and
contractuaf#fability with a combined single limit of$1,000,000 per occurrence.
12.2 Workers' Compensation, as required by applicable state law and Employer's Liability Insurance with
limits of not less than$500,000 each accident. Verra Mobility shall at all times maintain Worker's
Compensation insurance coverage in the amounts required by law, but shall not be required to
provide such coverage for any actual or statutory employee of Customer.
12.3 Comprehensive Business Automobile Liability Insurance for all owned, non-owned and hired
automobiles and other vehicles used by Verra Mobility with a minimum $1,000,000 per occurrence
combined single limit bodily injury and property damage.
12.4 Customer shall be named as additional insured on the comprehensive general liability policies
provided by Verra Mobility under this Agreement. Verra Mobility shall require any subcontractors
doing work under this Agreement to provide and maintain the same insurance.
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12.5 Certificates showing Verra Mobility is carrying the above described insurance, and evidencing the
additional insured status specified above, shall be furnished to Customer within thirty (30) calendar
days after the Effective Date of this Agreement.
12.6 Customer shall be responsible for vehicle insurance coverage for the vehicle and all installed
equipment on any vehicles driven by Customer employees or contractors other than Verra Mobility.
Coverage will include liability and collision.
13. STATE LAW TO APPLY:
This Agreement shall be construed under and in accordance with the laws of the State of Florida.
14. DISPUTE RESOLUTION:
All disputes arising out of or in connection with the Agreement shall be attempted to be settled through
good-faith efforts between senior management of both Parties. thirty (30) days of unsuccessful
negotiation, the Parties shall participate in professionally-assisted mediation, with a mediator acceptable to
both Parties. The Parties agree to discuss their differences in good faith and to attempt, with the assistance
of the mediator,to reach an amicable resolution of thedispute. The mediationwcill be treated as a settlement
discussion and therefore will be confidential. The mediator may not testify for either Party in any later
proceeding relating to the dispute. No recording ortranscript shall be made of the mediation proceedings.
Each Party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared
equally by the Parties.
14.1 Failing resolution through negotiation or mediation, any remaining dispute shall be submitted to
binding arbitration in accordance with the Arbitration Rules for Professional Accounting and Related
Services Disputes of the American Arbitration Association ( AAA Rules") before a single arbitrator.
The place of arbitration will be mutually agreed upon within fourteen (14) days of a decision to seek
arbitration. Limited discovery will be permitted in connection with the arbitration upon agreement of
the Parties and upon a showing of substantial need by the Party seeking discovery.
14.2 The arbitrator's decision shall foilow the plain and natural meaning of the relevant documents and
shall be final and binding. The arbitrator will have no power to award:
a) damages inconsistent with the Agreement; or,
b) punitive damages or any otherdamages not measured by the prevailing Party's actual damages,
and the Parties expressly waive their right to obtain such damages in arbitration or in any other
forum.
14.3 All aspects of the arbitration will be confidential. Neither the Parties nor the arbitrator may disclose
the existence, content or rests of the arbitration, except as may be necessary to comply with legal
or regulatory requirements.
14.4 Each Party will promptly pay its share of all arbitration fees and costs, provided that such fees and
costs shall be recoverable by the prevailing Party as determined by the arbitrator. If a Party fails to
pay such share promptly upon demand, the arbitrator shall, upon written request by the other Party,
enter a final and binding decision against the nonpaying Party for the full amount of such share,
together with an award of attorneys' fees and costs incurred by the other Party in obtaining such
decision, which decision may be entered in any court of competent jurisdiction. Except for the failure
of a Party to pay arbitration fees and costs that requires resort to the arbitrator to order such payment,
the Parties will bear their own attorneys' fees in any matter or dispute under this Agreement.
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15. CHANGE ORDERS:
Customer may request the addition of any products or services that Verra Mobility provides or other
changes to the scope of work to be performed under this Agreement by providing a Change Order Notice
to Verra Mobility. Upon Verra Mobility's receipt of the Change Order Notice, Verra Mobility shall deliver to
Customer a Change Order Proposal. Following Customer's receipt of the Change Order Proposal, the
Parties shall negotiate in good faith regarding a plan and schedule for implementation of the proposed
changes; the time, manner and amount of payment or price and any other matters relating to the proposed
changes. Any Change Order Proposal mutually agreed to by the Parties in writing shall be incorporated as
an addendum to this Agreement.
16. TERMINATION:
16.1 Verra Mobility's services may be terminated:
(i) By mutual written consent of the Parties; or
(ii) For material breach of this Agreement by either Party, where tether Party fails in any material
way to perform its obligations under this Ageement.
a) Where Customer is in breach of this Agreement for non-payment of Fees to Verra
Mobility, Verra Mobility may exercise any or ail of the following remedies: (1) provide
Customer written notice and ten (10) days to cure before suspencringcerformance and
turning off Verra Mks cameras; (2) terminate this Agreement for cause where
Customer's account remains delinquent sixty(60) days after written notice; and (3) in
addition to the foregoing,seek any other available remedies at law or equity.
b) Termination under this Subsection 16.1 0) for any reason other than non-payment of
Fees byeustorner is subject to the condition that the terminating Party notifies the other
Party of its intent to terminate,stating with rule specificity the grounds therefore,
and The other Party fails to cure the default within forty-five (45) days after receiving
written notice.
(iii) in the event of termination by Verra Mobility under Subsection 16.1(ii) for breach by Customer
(including for non-payment of Fees or termination without cause prior to the expiration of the
term)Customer shall pay Terra Mobility anearly termination fee based on a price of(a)$120,000
per Camera System amortized over sixty (60) months on a straight-line basis. The amortization
schedule for said costs shall be reduced by proportionally for each month each Camera System
is iristaJled.
(iv) Customer recognizes the substantial upfront costs Verra Mobility will incur to install Camera
Systems. Customer therefore agrees that any Camera Systems that Customer authorizes
through a Notice to Proceed shall remain installed and operational for the duration of the term,
unless otherwise mutually agreed. Verra Mobility will bill a restocking or standby fee for any
upfront costs associated with the Camera System(s), vehicle(s), or other equipment in the event
Customer terminates or suspends a Notice to Proceed.
16.2 Upon termination of this Agreement, including because it has reached the end of its term, the Parties
recognize that Customer will have to process Events in the"pipeline". Accordingly, the Parties shall
take the following actions and shall have the following obligations, which survive termination during
the wind-down period:
(i) Customer shall cease using the Axsis System to capture Events.
(ii) Unless it is unlawful to do so, Verra Mobility shall, for a period of ninety (90) days, continue to
process all Events captured before termination and provide all services associated with
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processing in accordance with this Agreement and shall be entitled to a monthly fee per Camera
System. After such ninety (90) day period, Verra Mobility shall terminate all use of the Axsis
System for Customer's Program and upon such termination, the Axsis System, including
violationinfo.com website, and related lockbox shall no longer be capable of accepting payments.
(iii) Except as provided for in Section 16.2(iv) related to the Infrastructure, Customer shall return or
allow Verra Mobility to recover all provided equipment within a reasonable time not to exceed
ninety (90) days.
(iv) Pursuant to Section 9, Customer shall be deemed to accept full ownership and control of the
Infrastructure. Upon Customer's request or if otherwise required by law, regulation, or
administrative agency, and subject to the limitations set forth herein, Verra Mobility shall remove
the Infrastructure Verra Mobility installed in connectionwilh Verra Mobility's performance of its
obligations under this Agreement for the actual coot the removal (presently estimated at
approximately$5,000 per Approach) plus an additionalWA service fee(the"Removal Fee"). As
part of the services performed for the Removal Fee, Verra,Mobility shall restore the surface of
Customer's property to substantially the same condition as such property was in immediately
prior to this Agreement, except for foundation removal, which :all be left approximately flush
with grade with no exposed bolts, or othethazards. Installed underground Infrastructure shall not
be required to be removed, and Curer shall accept and observe any and all duties,
obligations, or liabilities associated with the remaining foundation, condom,or other below-grade
Infrastructure.
16.3 In the event of termination by Via Mobility for non-payment of Fees by Customer, Verra Mobility
shall cease processing Events as of the date of terminate.
17. AMENDMENTS TO THE AGREEMENT:
Any changes, modifications or amendments to this Agrees shall be in writing and signed by both Parties.
18. 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 o€**red fit Camera System, and the Camera System technology
exists to duo so,Verratilobility agrees to make available to Customer such video system enhancements
that permit Customertorform remote video regal and video streaming for the Camera Systems
shout('Customer provide}terra Mori 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,Verra Mobility will provide the Enhanced Video Services when the Customer obtains an
FDOT permit for the use of such services. Verra Mobility 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 21. of this Agreement below, Customer agrees that since the
requested video file is not required by Verra Mobility to continue to perform the service
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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. Verra Mobility 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 21. of this Agreement 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 enhancerner4 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 Verra l itity.
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.
19. ALPR SERVICES:
Upon the mutual agreement of the Parties, Verra Mobility, through its subcontractor Cintel, LLC, agrees
to provide the Customer with an ALPR Solution as defined herein. 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 End User Licensing Agreement (EULA)
with Cintel, LLC, which is attached as Exhibit E to this Agreement. Currently no ALPR Cameras may be
installed or otherwise deployed on an FOOT rights of way (FDOT ROW), therefore any installation or
deployment shaft be limited to nom:-FDOT ROW until FOOT begins to issue permits for installation or
deployment of ALPR Cameras on FOOT 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
Verra Mobil pole currently installed within the City, in which case Verra Mobility shall be responsible for
the installation costs. Verra Mobility, or its subcontractor, will install ALPR Camera(s) in a Customer
provided vehicle. Customer agrees to pay Verra Mobility a monthly fee per ALPR camera as indicated in
Exhibit A to this Agreement.
Upon the termination of the Agreement between Verra Mobility and the Customer, Verra Mobility and
Cintel shall have no further dons to Customer regarding the ALPR Solution, and Verra Mobility (or
its designated subcontractorlmay 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 Verra
Mobility for the continued use of any ALPR Equipment (as defined herein) installed on Verra Mobility
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
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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. Verra Mobility' Responsibilities.
Verra Mobility has the following responsibilities (some or all of which may be carried out by its
subcontractor Cintel):
i. Upon mutual agreement of the Parties, 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 Cdr which shall be incorporated into this
Agreement as Exhibit E. 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 Verra Mobility a Notice to Proceed as indicated in Exhibit F of this
Agreement, provide and, if required, install the ALPR Cameras at locations mutually agreed to
by the Customer and Verra Mobility. Installation may occur on existing permitted Verra Mobility
infrastructure in the City, or on non-Verra Mohr 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 Verra Mobility infrastructure, Customer may use
preexisting Customer infrastructure or may contract with Verra Mobility(or its subcontractor)for
the construction and installation of new infrastructure. Any new infrastructure constructed or
non-Verra Mobility 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 Verra Mobility infrastructure, Verra Mobility shall use
preexisting power sources to operate the ALPR Camera and for ALPR Cameras on all non-
Verra Mobility infrastructure, the Customer shall be responsible for providing power. For all
installed ALPR Cameras, Verra Mobility shall provide the communications hardware and
communications service (if required), provided that Verra Mobility shall not provide
communications services on any non-Verra Mobility Infrastructure to any non-ALPR Equipment
(for example, if other Customer devices that share the infrastructure also require
communications services). Verra Mobility 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 G.
vi. No Customer Data is or shall be hosted, stored, accessed or available to Verra Mobility (other
than with 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. Verra Mobility shall repair and replace all ALPR Equipment as set forth in Exhibit G, 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.
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c. Customer's Responsibilities.
Customer has the following responsibilities:
i. Provide feedback to Verra Mobility when requested during the first 6 months of the term of this
Agreement on the usability and viability of the ALPR Solution provided by Verra Mobility to
Customer and then once per year thereafter, if requested. Such feedback should not include
the sharing of any Customer Data.
ii. Allow Verra Mobility 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 Verra Mobility Will not have access to any Customer
Data.
iv. For locations where Verra Mobility infrastructure is not avable for installation of the ALPR
Camera, the Customer shall be response for providing the pole, power and any other
infrastructure necessary for the installationand operation of the APR Camera other than the
communications services required to operate the ALPR Equipment, which shall be provided
by Verra Mobility. Verra Mobility or Cintetwii install the ALPR Cameraand provide necessary
communications services once the infrastructure and power is made available by the
Customer.
v. Customer shall execute and at Ohms comply with the EULA.
vi. Customer shall be directly responsible for all costs and liabilities associated with construction,
installation, and any ongoing reps rand maintenance of any non-Verra Mobility infrastructure
used for the AL Eminent, and the costa-aft 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 Verra Mobility or Cintel, as set forth in Exhibit G below.
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 t Customer, and'`ferra Mobility 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 Verra Mobility "AS IS" and without warranty of any kind. Verra Mobility
EXPRESSLY DISCLAIMS ALL WARRANTIES RELATING TO THE ALPR SOLUTION,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,ANY WARRANTIES AGAINST
INFRINGEMENT OF 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 Verra Mobility and Cintel and its affiliates, shareholders or other interest
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holders, managers, officers, directors, employees, agents, representatives and successors,
permitted assignees and all persons acting by, through, under or in concert with them
(individually an "Verra Mobility Party" and "Cintel Party" and collectively, the "Verra Mobility
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 Verra Mobility 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 Verra Mobility or Cintel; (b) Customer's misuse of or failure to maintain the
security of Customer Data; (c) Customer's breach of tbsreement or violation of any laws;
(d) Customer's misuse or misappropriation of Oates products or services, (e) any
representation by Customer about the Cintel productsor services not authorized by Cintel; (f)
any breach of this Agreement by Customer rued 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. VERRA MOBILITY'S' ENTIRE LIABILITY TO
CUSTOMER UNDER THIS AGREE .ENT, REGARDLESS OF WHETHER THE CLAIM FOR
SUCH DAMAGES IS BASED y 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 VERRA MOBILITY UNDER THIS AGREEMENT, NOT
TO EXCEED THE SUMOF TEN THOUSAND DOLLARS.
f. Confidentiality.
i. Proprietary Informaficgt. Customer acknowledges that, during the term of this Agreement, it
may obtain or have access to inform relag to the ALPR Solution or VERRA MOBILITY
and/or Cintef business (Proprietary Information"). Such Proprietary Information shall belong
solely to Verra Mobility andtor 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, prct, 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
Verra Mobility in time to allow Verra Mobility or Cintel to object to the disclosure and to take
additional confidentiality precautions with respect to the Proprietary Information subject to such
order. In 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.
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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 Verra Mobility and/or Cintel, as applicable. All
Proprietary Information shall remain the sole property of Verra Mobility and/or Cintel. Upon
request, the Customer shall promptly return to Verra Mobility 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 Verra Mobility by Customer related to
the ALPR Solution and Verra Mobility 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 Verra Mobility. Customer represents and warrants to Verra Mobility
that Customer's discussions will not breach any third ;,;'%obligations or restrictions binding
on Customer and Customer agrees not to disclose Bide to Verra Mobility any third party
confidential information.
iv. Nothing in this Subsection f. shall be construed as to mace 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 Crirninal Justice Information Services (CJIS)
requirements, Florida Departmentof Law Enforcemeuequirements, and any Laws relating to data
privacy or the use of ALPR with respect to its access to use of the ALPR Solution, and data
captured and produced by the ALPR Solution
20. ADDITIONAL SERVICES:
During the term of thisement, m time-to-tae Mobley may propose certain additional or new
technologies for Customer to consider (e.g., fixed school zone speed safety cameras, handheld speed
safety cameras, school bus stop arm safety cameras, bus lane, pedestrian, railroad, other undeveloped
technologies, or Program ecemeand, if so desired, Customer may procure from Verra Mobility the
new technologies through an to this Agreement upon terms to be mutually agreed upon.
21. PUBLIC RECORDS:
Verra Moldy 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 Verra Mobility and this Agreement are subject to the requirements in
Section 119.0701,Florida Statutes,Verra Mobility 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, 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.
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d. Upon completion of the Agreement, transfer, at no cost, to the City all public records in the
possession of Verra Mobility or keep and maintain public records required by the City to
perform the service. If Verra Mobility transfers all public records to the City upon completion
of the Agreement, Verra Mobility 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, Verra Mobility 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 VERRA MOBILITY HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
VERRA MOBILITY'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT,VERRA MOBILITY SHOULD
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS:
THE CITY CLERK, BY TELEPHONE
(_I ), E-MAIL( )OR MAIL (CITY
OF OPA-LOCKA, OFFICE OF THE CITY CLERK,
22. LEGAL CONSTRUCTION:
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect
any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had not been contained herein. This Agreement shall be enforced to the maximum
extent possible so as to give effect to the intent of the Parties and shall be reformed without further action
by the Parties to the extent necessary to make such provision valid and enforceable herein.
23. INTEGRATION:
This Agreement constitutes the sole and only agreement of the Parties and supersedes any prior
understanding, written or oral, between the Parties respecting the written subject matter.
24. LIMITED AGENCY:
Customer hereby grants Verra Mobility the authority to act on its behalf as a limited agent of Customer
solely for purposes of(i)opening and maintaining bank accounts; (ii)access to DMV records; (iii)generating
and administratively processing recorded images of Events as described in this Agreement and the
Business Rules. Verra Mobility and its Employees, contractors, agents and servants will in no event be
considered to be employees, agents (other than in the limited capacity described herein), contractors or
servants of Customer. This Agreement does not and shall not be interpreted as creating a general agency
relationship between Verra Mobility and Customer.
25. FORCE MAJEURE:
Neither Party will be liable to the other or be deemed to be in breach of this Agreement for any failure or
delay in rendering performance arising out of causes beyond its reasonable control and without its fault or
negligence (an event of"Force Majeure"). Such causes may include but are not limited to, acts of God or
the public enemy, terrorism, significant fires, floods, earthquakes, epidemics, quarantine restrictions,
strikes, freight embargoes, or unusually severe weather. For the avoidance of doubt, road construction is
not an event of Force Majeure. The Party whose performance is affected agrees to notify the other promptly
of the existence and nature of any delay.
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26. TAXES:
At the time of execution of this Agreement, it is the understanding of the Parties that Verra Mobility's
services provided hereunder may be subject to federal, state or local taxes including but not limited to
excise, sales, or similar taxes or charges. Customer agrees to reimburse Verra Mobility for any such tax
or charge if charged against Verra Mobility. If incurred, such taxes or charges may be invoiced at any time.
27. NOTICES:
Any notices or demand which, under the terms of this Agreement of under any statute, that must or may
be given or made by Verra Mobility or Customer shall be in writing and°shall be given or made by personal
service, first class mail, Federal Express, or by certified mail to the Parties at the following address:
City of Opa-Locka American Traffic Solutions, Inc.
780 Fisherman Street t150 N. Alma School Road
Opa-Locka, Florida 33054 Mesa, Arizona 851
Attn: City Manager Attn: Legal Department
28. SURVIVAL:
The following provisions of the General Terms and Conditions shy survive the termination of this
Agreement: Sections 5, 8, 9, 10, 13, 14, 16, 18, 19, 21, 22, 24 and this Section 28.
29. EXECUTION:
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an
original copy of this Agreement and all of which,when tam together, shall be deemed to constitute one
and the same Agreement The exchange of copies of this Agreement and of signature pages by facsimile
or".pd?' transmission shall constitute effective execution and delivery of this Agreement as to the Parties
and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted
by facsimile or".pdf' shall be deemed to be their original signatures for any purpose whatsoever.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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EXHIBIT A
SERVICE FEE SCHEDULE
1.0 Description of Pricing
Fees are based on per camera and are as follows:
Product Description Fee per Camera per
Month
Red Light Safety Camera System (1-4 Lane and two signal aces) — includes $4,000
current and new Camera Systems installed per the mutual� of e the Parties.
ALPR Camera— includes an ALPR camera provided by Verra Mobility to the $250
Customer per the mutual agreement of the Parties.
Verra Mobility's monthly fee includes postage for the first class maig of standard $2 per notice
offering. Any additional mailings outside the standard offering will be wed per unit
as published by the US Postal PostatService plus a $2.00 per unit service charge.
Service Fees: The Service Fee per Camera System above includes all camera
equipment for monitoring up to 4- lams, routine maintenance, and use of Axsis
System for back-office operations, Event processing services, DMV records access,
court integrant,First Class mailing of notice of violation with return envelope and
Uniform Traffic Citation {if needed), IVR call center support for general Program
questions,and public awareness. Maly service fee includes postage for the first
class marling of the standard offering in the state of Florida.
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EXHIBIT B
SCOPE OF WORK
Photo Enforcement
1. VERRA MOBILITY SCOPE OF WORK
1.1 VERRA MOBILITY IMPLEMENTATION
1.1.1 Verra Mobility agrees to provide Camera System(s), use of the Axsis System and related
services to Customer as outlined in this Agreement, excluding those items identified in
Section 2 titled "Customer Scope of Work". Verra Mobility and Customer understand and
agree that new or previously unforeseen requireme ' 1ay, from time to time, be identified
and that the Parties shall negotiate in good faith to assign the proper Party the responsibility
and cost for such items. In general, if work is toeeormed by Customer, unless otherwise
specified, Customer shall not charge Verra Mobility frf'the cost.
1.1.2 Customer and Verra Mobility will comma the Project Time Line within thirty (30) days of
Agreement execution date, unless mutually agreed to otherwiseby the Parties.Verra Mobility
agrees to make every effort to adhere to the Project Time Line.
1.1.3 Verra Mobility will conduct a Site Selecn Analysis of candidate sites. Verra Mobility will
assist Customer in determining which Approacheswill be the most beneficial to Customer in
pursuit of its traffic safety and enforcement mss. Considerations may include collision
history, community safes, pace department staff review and engineering feasibility
assessment. Camera System installations will be based on mutual agreement by Customer
and Verra Mobility.
1.1.4 Verra Mobility mil install or deploy Camera System(s) at a number of intersections or
Designated Safety Zones to be mlall= agceed upon between Verra Mobility and Customer
after coition of Site Selection his and reflected in a written Notice to Proceed. In
addition to any initial Designated Intersections the Parties may mutually agree to add
additional Camera System(s) or Approaches, which shall be reflected in a written Notice to
Proceed.
1.1.5 Verra Mobility will operate each Camera System on a 24-hour basis, barring downtime for
maintenance, normal servicing activities, or other unforeseen instances.
1.1.6 Verra Mobility's Communications Department will assist Customer with public information
content and outreach campaign strategies. Depending upon the mutually agreed-upon
strategy,
1.1.7 Verra Mity agrees to provide a secure website (www.violationinfo.com) accessible to
Owners who have received notices of violation by means of a Notice# and PIN, which will
allow Violation image and video viewing. As part of the secure website, a space will be
provided for a Frequently Asked Questions (F.A.Q.) page approved by Customer. Verra
Mobility will operate this secure website on a 24-hour basis, barring downtime for
maintenance, normal servicing activities, or other unforeseen instances.
1.1.8 Verra Mobility will provide technician site visits to each Camera System, as needed, to
perform maintenance checks consisting of camera enclosure lens cleaning; camera, strobe
and controller enclosure cleaning; inspection of exposed wires; and, general system
inspections and maintenance.
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1.1.9 Verra Mobility shall take commercially reasonable best efforts to repair a non-functional
System within seventy-two (72) hours (excluding weekends and holidays) of determination
of a malfunction, except for causes of Force Majeure.
1.1.10 If Customer is using Verra Mobility lockbox or epayment services,Verra Mobility will establish
a dedicated demand deposit account.
1.1.11 Verra Mobility is authorized to charge, collect and retain a service/convenience fee of$5.00
or up to 5%of the total payment, for each electronic payment processed, whichever is higher.
Such fee is paid by the violator and retained by Verra Mobility.
1.2 VERRA MOBILITY OPERATIONS
1.2.1 Verra Mobility shall implement and administer the-Program in accordance with the provisions
of this Agreement and the Customer's Business loves_
1.2.2 If a warning period is required, Verra Mobility shall provideCustomer with a one-time warning
period up to thirty (30) days in length following the instion and activation of the first
installed Camera System. Customer shaft not be charged a ftor the warning period.
1.2.3 Verra Mobility shall provide Customer with access to the Axsis System, including image
processing, first notice printing and mailing of Citation per Violation and a mailing of a text
only reminder notice, a hearing scheduled letter, a hearing denied der, an insufficient
information letter, and a dismiss letter. In the case of a transfer of liability by the Owner, the
Axsis System shall be setup to mail a Citation to the driver identified in the affidavit of non-
liability or by a rental car company.
1.2.4 Subsequent notices, other than those specified in Subsection 1.2.3 may be delivered by First
Class or other means for additional compensation to Verra Mobility as agreed upon by
the Parties.
1.2.5 Verra Mobility shall apply an electronic signature, name, or badge number to the Citation as
authorized in the Customer's Business Rules.
1.2.6 Verra Mobility shaft seek records from out-of-state vehicle registration databases and use
such records to assist Customer in processing Citations. In its capacity as limited agent
pursuant to the DMV Services Subscriber Authorization found in EXHIBIT D, Verra Mobility
may seek records from out-of-state vehicle registration databases. Verra Mobility may mail
Citations to the address of the Owner obtained through the DMV, obtained through the
National Change of Address(NCOA)database provided by the United States Postal Service,
or obtained through other means including but not limited to skip tracing.
1.2.7 The Axsis System shall provide Customer with the ability to run and print standard system
reports. Verra Mobility provides a suite of standard program reporting at no charge to clients
with active Programs. Upon notice to Customer, Verra Mobility reserves the right to modify
the suite of standard program reporting available to Customer, so long as such change
applies generally to customers with similar programs. Customized reporting services are
available upon written request. The fee for such services shall be mutually agreed upon.
1.2.8 During the twelve (12) month period following the installation or deployment of the first
Camera System, upon Verra Mobility's receipt of a written request from Customer at least
fourteen (14)calendar days in advance of a court proceeding, and if required by the court or
prosecutor, Verra Mobility shall provide Customer with or train a local expert witness to testify
in court on matters relating to the accuracy, technical operations, and effectiveness of the
Camera System or the Axsis System until judicial notice is taken. Customer shall use its best
efforts to obtain judicial notice as soon as possible.
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1.2.9 In those instances where damage to a System (or sensors where applicable) is caused by
(i) negligence on the part of Verra Mobility or its authorized agent(s),Verra Mobility shall bear
the cost of repair or(ii) negligence or recklessness on the part of a driver or severe weather
or other Force Majeure events, Verra Mobility and Customer shall bear the cost of repair
equally with Customer reimbursing Verra Mobility for its portion of the cost of repair. For all
other causes of damage, including road construction, Customer negligence, etc. Customer
shall reimburse Verra Mobility for the cost of repair.
1.2.10 Verra Mobility shall provide a help-line to assist Customer with resolving any problems
encountered regarding its Camera System and/or the Axsis System. The help-line shall
function during Business Hours.
1.2.11 As part of the Axsis System, a website will be made available to allow alleged violators the
ability to view their Citations online. This online -viewing system shall include a link to the
Verra Mobility payment website(s) or a court website and may offer the opportunity to
download an affidavit of non-liability online. Online obtained affidavits, if approved by the
court, may be directed to and processed by Verra Mobility processors and communicated to
the court via the Axsis transfer described above.
2. CUSTOMER SCOPE OF WORK
2.1 GENERAL IMPLEMENTATION REQUIREMENTS
2.1.1 Within seven (7) business days of the Effective Date of this Agreement, Customer shall
provide Verra Mobility with the name,title, mailing address, email address and phone
number of:
o A project manager with authority to coordinate Customer responsibilities under this
Agreement;
o Municipal Court manager responsible for oversight of all Court-related program
requirements;
o The police contact
o The court contact
o The person responsible for overseeing payments by violators (might be court);
o The Prosecuting Attorney;
o The Customer Attorney;
o The finance contact(who receives the invoices and will be in charge of reconciliation);
o The IT person for the poke;
o The IT person for the courts;
o The public works and/or engineering contact responsible for issuing any/all permits for
construction; and
o Municipal Court manager responsible for oversight of all Court-related program
requirements.
2.1.2 Customer and Verra Mobility shall complete the Project Time Line within thirty (30) calendar
days of the Effective Date of this Agreement, unless mutually agreed to otherwise by the
Parties. Customer shall make every effort to adhere to the Project Time Line.
2.1.3 Verra Mobility to provide Customer with a mock-up of the Citation within fifteen (15) days of
the Effective Date of this Agreement. Customer shall provide a revised draft of the Citation
in accordance with Customer's local law and state law within fifteen (15) days of receipt of
the mock-ups from Verra Mobility.
2.1.4 Within seven(7)business days of receipt by Customer, Customer shall provide Verra Mobility
completed banking forms, if required.
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2.1.5 Customer grants Verra Mobility the right to make non-substantive formatting or incidental
changes to the Citation form without approval by Customer.
2.1.6 Customer shall direct the law enforcement agency to execute the Verra Mobility DMV
Services Subscriber Authorization (substantially in the form attached as EXHIBIT D) to
provide verification to the National Law Enforcement Telecommunications System (NLETS),
State Department of Motor Vehicles, or appropriate authority indicating that Verra Mobility is
acting on behalf of the Customer for the purposes of accessing vehicle ownership data
pursuant to the list of permissible uses delineated in the Drivers Privacy Protection Act 18
U.S.C. 2721, Section (b)(1) and as may otherwise be provided or required by any provision
of applicable state law.
2.1.7 Customer shall prepare the Business Rules for implementation and operation of the Program.
2.1.8 Customer is responsible for notifying Verra Motes of any local legislative and/or ordinance
changes in writing within forty-eight (48) hours of the first read of the proposed legislation.
Verra Mobility will not be responsible for complying with any change in applicable local law,
until such time as Verra Mobility has been notified by Customer in writing of the change in
law.
2.1.9 Customer is responsible for all final jurisdictional issues.
2.1.10 Once a Notice to Proceed is granted to Verra Mobility in writing, Customer shall not issue a
stop work order to suspend activity on the implementation process, unless Customer
reimburses Verra Mobility for costs incurred up to the date the stop work order is issued.
2.1.11 Once a Camera System is installed and certified by Verra Mobility as operational, it shall be
immediately put into service.
2.1.12 Customer shall not use the Camera Systems or Axsis for any purpose not permitted by law.
2.1.13 Customer shall process each Event in accordance with state law and/or municipality
ordinances within three (3) business days of its appearance in the law enforcement review
queue, using Axsis to determine which Events constitute Violations that will be issued as
Citations. In the event that Customer fails to process Events within this timeframe, Verra
Mobility shaft not be liable for failure of the Axsis System to allow Customer to issue a notice
or Citation within statutory timeframes.
2.1.14 in the event that remote access to the Axsis System is blocked by Customer network security
infrastructure, Customer's Department of Information Technology shall coordinate with Verra
Mobility to facilitate appropriate communications while maintaining required security
measures.
2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS
2.2.1 If Customer requests that Verra Mobility move a System to a new Approach after initial
installation, Customer shall pay for the costs to relocate the System. Customer may not
request the relocation of a site within the first year after installation.
2.2.2 If a construction or improvement project requires an installed Camera System to be
deactivated or requires a Camera System, including imbedded sensors, to be moved or
removed, Customer shall continue to pay the Service Fee and any costs for moving or
removing the System.
2.2.3 Prior to the installation of any System, Customer shall provide Verra Mobility information
regarding any and all road construction or improvement projects scheduled during the term
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of this Agreement for any intersection Approach designated for System installation. In
addition, within thirty(30)days of becoming aware of anticipated construction that may result
in the removal of a System or otherwise impact an Approach during the term of this
Agreement, Customer shall notify Verra Mobility of any such construction.
2.2.4 Customer will design, fabricate, install and maintain camera warning signs required by law
for purposes of operating the Program. If Customer cannot provide such signage, Verra
Mobility will do so and Customer shall reimburse Verra Mobility for such costs.
2.2.5 Where possible, Customer shall allow Verra Mobility to access power from existing power
sources at no cost and shall allow or facilitate access to traffic signal phase connections to a
pull box, pole base, or controller cabinet nearest to each System within Customer's
jurisdiction. If existing power sources are not immediately available, Customer will allow
Verra Mobility to use temporary power until the.eing power is established. If obtaining
power is cost-prohibitive for a particular locatiParties agree to work together to find
and alternative location.
2.2.6 Customer shall not require Verra Mobility to provide installation drawings stamped by a
licensed civil engineer. However, to**extent applicable, Verra Mobility work product and
drawings shall be overseen and approved by a licensed professional engineer and such
deliverables shall conform to applicable engineering norms and reflect the details of
installation work to be completed.
2.2.7 Customer shall approve or reject Verra Mobs submitted plans within seven (7) business
days of receipt and shall It iterations to a totatofone revision beyond the initially submitted
plans. Total plan approval dtionsll not exceed fen (10) business days. Customer shall
provide its best efforts in providing aid in whieving these timeframes for plan approvals when
plans are being reviewed and permitted by any state, local,and/or county agencies.
2.2.8 Customer, or any department of Comer, shall not charge Verra Mobility or its
subcontractor(s) for building, construction, electrical, street use and/or pole attachment
permits, including any fee for traffic control services and permits during installation or
maintenance of a System. Customer shall also apply for, when in Customer's name, and
fund any and all needed state, local, and/or county permits, including any traffic control
permits.
2.2.9 Customer understands and agrees that time is of the essence and that public safety is at
issue and shall issue all needed permits to Verra Mobility and its subcontractor(s)within three
(3)business days ofplan approval. Customer shall provide its best efforts to aid in achieving
these timeframes for permit issuance when permitted by any state, local, and/or county
agency.
2.2.10 If required by the submitted design for proper operation, Customer shall allow Verra Mobility
to install vehicle detection sensors in the pavement of roadways within Customer's
jurisdiction, as permitted. Customer shall provide its best efforts to aid in acquiring any and
all required permission and permits when the roadway is under the jurisdiction of the state or
county.
2.2.11 Customer shall allow Verra Mobility to build needed infrastructure into any existing Customer-
owned easement.
2.2.12 If use of private property right-of-way is needed, Customer shall assist Verra Mobility in
acquiring permission to build in existing utility easements as necessary. Any costs for private
property right-of-way lease/rental costs shall be borne by Customer as it is expressly
excluded from the base fee structure identified in the fee schedule.
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2.3 COURTS OPERATIONS
2.3.1 Customer shall provide a judge or hearing officer and court facilities to schedule and hear
disputed Citations.
2.3.2 Customer shall handle inbound and outbound phone calls and correspondence from
defendants who have questions about disputes and other issues relating to Citation
adjudication. Customer may refer citizens with questions regarding the Camera System
technology and processes to websites and/or toll free telephone numbers provided by Verra
Mobility for that purpose.
2.3.3 Verra Mobility shall provide one (1)online adjudication,processing module, which will enable
the adjudication function to review cases, related des, and other related information
required to adjudicate the disputed Violation. If instead of online adjudication processing,
Customer desires to integrate Verra Mobility tiftte irsto its adjudication system, subject to
feasibility, Verra Mobility shall provide a court interfade, Customer shall be responsible for
any Customer or third-party cost of development of any such interface. The system will also
enable the court staff to accept and account for payments,, Any costs charged by a third
party vendor related to the provision of Verra Mobility data to the adjudication system are the
responsibility of the Customer.
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EXHIBIT C
FORM OF NOTICE TO PROCEED
Reference is made to the Standard Professional Services Agreement by and between American Traffic
Solutions, Inc., doing business as Verra Mobility ("Verra Mobility") and ("Customer"),
dated as of [date] (the "Agreement"). Capitalized terms used in this Notice to Proceed shall have the
meaning given to such term in the Agreement.
Customer hereby designates this implementation of cameras at designated intersections. Verra Mobility
shall make its best efforts to install a Camera System within thirty (30) days of permits being granted and
power delivered for each agreed-upon Approach, providing that Customer has received permission for all
implementations in writing from any third-party sources.
Below is a list of intersection approaches or roads provided by Customer, which have been analyzed based
on traffic volumes, road geometry, and existing infrastructure and are believed to be locations at which a
Camera System would increase public safety.
Execution of this Notice to Proceed by Customer shall serve as authorization for the installation of Camera
Systems for all intersection Approaches designated as follows:
1)
2)
Customer understands that implementation and installation of any Approach is subject to Site Selection
Analysis and engineering results.
Customer recognizes the substantial upfront costs Verra Mobility will incur to construct and install the
Systems for the above listed intersection approaches. Customer agrees that the Systems authorized by
this Notice to Proceed for the above-listed Approaches shall remain installed and operational for the
duration of the current term of the Agreement. Verra Mobility reserves the right to bill Customer for any
upfront costs associated with the intersection approaches listed above in the event Customer elects to
cancel or suspend the installation.
IN WITNESS WHEREOF, Customer has executed this Notice to Proceed as of the date written below.
CITY OF OPA-LOCKA, FLORIDA
By:
Name: Date
Title:
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC.
By:
Elizabeth Caracciolo Date
EVP, Government Solutions
EXHIBIT D
DMV SERVICES SUBSCRIBER AUTHORIZATION
Agency ORI:
DATE
NLETS
1918 W. Whispering Wind Dr.
Phoenix, AZ 85085
Attn: Steven E. Correll, Executive Director
Re: Authorization for American Traffic Solutions, Inc. to Perform MVD Inquiry
Dear Mr. Correll:
Please accept this letter of acknowledgement that an Agreement to perform automated enforcement
between and American Traffic Solutions, Inc. is or will be entered
into and will be or is in force. As a requirement of and in performance of that Agreement between
and American Traffic Solutions, Inc., it will be necessary for
American Traffic Solutions, Inc. to access NLETS motor vehicle data.
Please accept this letter as authorization from for American Traffic
Solutions, Inc. to run motor vehicle inquiries. This authorization is and will be in effect for the term of our
Agreement with NLETS and any subsequent renewals.
This authorization will automatically expire upon the termination of the Agreement between
and American Traffic Solutions, Inc., and, such authorization is
limited to violations detected by the automated enforcement camera systems. By completing the information
below and signing this letter, I am stating that I am a member of the
and have the authority to empower American Traffic Solutions,
Inc. to use ORI for this function.
SUBSCRIBER INFORMATION
Subscriber Agency/Name
NLETS Agency ORI
Name/TiNe of Authorized
Representative
Mailing Address
Telephone Fax
Email
Signature of Authorized
Representative
Date Signed
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EXHIBIT E
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, 4th Floor, Opa-Locka, FL 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 with American Traffic Solutions, Inc., doing
business as Verra Mobility ("Verra Mobility") on or around (the "Agreement"), pursuant to
which Cintel is an authorized subcontractor of Verra Mobility 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 Customera limited, non-exclusive, non-transferable license
to use such software under the terms of the Agreementd 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" meansany data, information or materiat provided or submitted by Customer or Users to
the Service in the course of using the Service.
"Documentation" means, collectivek,tecnnidal information and materials, in written or electronics form,
delivered withftieService by Company-to homer and that are intended for Use in connection with the
Service.
—Delivered"or"Delivery" shall mean to software and service as transmitted by Company to Customer
electronica 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 at 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 Verra
Mobility) to Customer under the Agreement.
"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.
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"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 Verra Mobility 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 2.0 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 Agri. All rights not expressly granted to
Customer are reserved by Company and its licensors. Under this ELt.A, Customer shall not be granted
any rights or license to the Software beyond that which is specifically anclexpressly 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 toot.ownership of any of
product, service, documentation, data (excluding Customer Data)orthe Products, Software, Services,
Documentation, or Source Code provided to Customer pursuar :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 recordiaws:
(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, natter the Software nor any tools licensed with or included in the
Service maybe copied, in whole or in p ,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
transom 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
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(i) Not provide false identity information to gain access to or Use the Service.
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 (Verra Mobility) fails to rye 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, viotan of law; or
(v) This EULA terminates pursuant to Sectx6.
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 raw all features included prior to signing this EULA.
2.6 Software/Service Support All support for the Products and Services stall be provided pursuant to the
terms of the Agreement. The Customer will provide Comfy with access to 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 `% ;*RMATION AND CONTENT
3,/Confidential Information. During the term of this EULA, each party(the"Receiving Party") may
be provided with or otherwise earn confidential and/or proprietary information of the other party (the
"Disclosing Party")that is of substantial valto 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 s( i 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 owe Disclosing Party. The Receiving Party may disclose the Confidential
Information of the Disclosing my 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
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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.
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 U fight, 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 legai obligation (whether or
not existing at the effective date) to which Company is warty or bywhich 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 theta ws of its own jurisdiction and is not under any contractual obligation that
would preclude it from enterincsintotnis EULA or would irterferewith its use of the Customer Data
provided under this EU
(b) Customer owns (or haste legal rim to obtain and use) or has properly licensed all rights in the
Customer Data at all times cfuring the rm;
(c) the Customer Data is not, nor wi be, in viola of any laws or third party intellectual property rights;
(d) Customer's Use of the Service does arid will comply with all applicable laws, including applicable
privacy laws;and
(e) neither this EtRA nor the performance of or exercise of rights under this EULA will violate, conflict with,
or result in the brew of any term,condition, or provision of any agreement or legal obligation (whether or
not existing at the effete date)towtlich 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
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contributed to 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 Verra Mobility.
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 supplypplication Source Code for the Service
and all copies thereof in Customer's possession or contraWhenew a future Update provides for like
functionality in an object code format.
5.3 Customer Data Backups. For purposes of a 11 onsite server database solution, the Customer is
responsible for maintaining a backup of Custometa, and for all security requirements related to the
storing, accessing and use of the Customer Data' purposes of an offsite, mud-based or hosted
database solution, the Company is responsible for ma ining e €ckup of Cus 9n Data and for an
orderly and timely recovery of such data in the event that theusernthe Service may be interrupted. Unless
otherwise agreed between the parties in Wig, Company shaft-maintain daily backups of all Customer
Data that can be recovered within twenty-four 4) hours. Acf4Snally, Company shall use commercially
reasonable efforts to maintain the security of Customer Data.
5.4 Loss of Data. In the ev,,j of any act, error or ocean, negliige ace, misconduct, or breach that
compromises or is suspe ,r¢m,,promise thesecunty ,con eentiality, ix integrity of Customer Data or
the physical, technical,,ainnistratr ,or organizan = eguardst in place by Company that relate to
the protection of the sect y, confidenWty, or integrity'Of Customer Data ("Data Breach"), Company shall,
as applicable: (a) notifymer as soon as practicable but no later than twenty-four (24) hours of
becoming aware of such oc, errenc - ) reasonably cooperate with Customer in investigating the
occurrence, `at xzaking aff°retevant records, logs, files, data reporting, and other materials
required tenernOyizArithapplicableiai or as other required by Customer; (c) perform or take any other
actions reasonably requir to com$with applicebtelaw as a result of the occurrence; (d), indemnify,
defend, and hold harmless C omer i any and all losses which may be suffered by accrued against,
charged to l recoverable frorrft''`P s tomerinconnection 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)` ride to Custer a detailed plan within ten (10) calendar days of the occurrence
describing the measuCompanyI undertake to prevent a future occurrence.
5.5 Access, Use & LeqatCoMpulsion. Unless it receives Customer's prior written consent, Company:
(i) will not access or use Cuser 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.
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.
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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) upon written notice by either party, if the other party materially breathes 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 aconsequence of termination or expiration
of this EULA, such party hereby waives and disclaims to the Rest 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 actionsinvolving or related to either pate=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 liabiy 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.
(a) COMPANY AGREES TO AND SHALL RELEASE AND DEFEND, INDEMNIFY, AND HOLD
HARMLESS THE CUSTOMER, ITS AGENTS, EMPLOYEES, OFFICERS, AND LEGAL
REPRESENTATIVES (COLLECTIVELY THE "CITY") FROM ALL CLAIMS OR CAUSES OF ACTION
BROUGHT AGAINST THE CITY BY ANY THIRD PARTY, INCLUDING CONTRACTOR, ALLEGING
THAT THE CITY'S USE OF ANY EQUIPMENT, SOFTWARE, PROCESS, OR DOCUMENTS
CONTRACTOR FURNISHES DURING THE TERM OF THIS AGREEMENT INFRINGES ON A
PATENT, COPYRIGHT, OR TRADEMARK, OR MISAPPROPRIATES A TRADE SECRET OF SUCH
THIRD PARTY. CONTRACTOR SHALL PAY ALL COSTS (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES, COURT COSTS, AND ALL OTHER DEFENSE COSTS, AND INTEREST) AND
DAMAGES AWARDED. CONTRACTOR SHALL NOT SETTLE ANY CLAIM ON TERMS WHICH
PREVENT THE CITY FROM USING THE EQUIPMENT, SOFTWARE, PROCESS, AND
DOCUMENTS WITHOUT THE CITY'S PRIOR WRITTEN CONSENT. WITHIN 60 DAYS AFTER
BEING NOTIFIED OF THE CLAIM OR IMMEDIATELY AFTER ANY INJUNCTION OR OTHER
RULING IS ISSUED PROHIBITING, PREVENTING, OR OTHERWISE LIMITING THE CITY'S USE OF
THE EQUIPMENT, SOFTWARE, PROCESS, OR DOCUMENTS, CONTRACTOR SHALL, AT ITS
OWN EXPENSE, EITHER (1) OBTAIN FOR THE CITY THE RIGHT TO CONTINUE USING THE
EQUIPMENT, SOFTWARE, PROCESS, AND DOCUMENTS OR, (2) IF BOTH PARTIES AGREE,
REPLACE OR MODIFY THEM WITH COMPATIBLE AND FUNCTIONALLY EQUIVALENT
PRODUCTS. IF NONE OF THESE ALTERNATIVES IS REASONABLY AVAILABLE, THE CITY MAY
Confidential
Page 32 of 36
RETURN THE EQUIPMENT, SOFTWARE, OR DOCUMENTS, OR DISCONTINUE THE PROCESS,
AND CONTRACTOR SHALL REFUND THE ENTIRE PURCHASE PRICE.
THE FOREGOING SHALL NOT APPLY TO THE EXTENT THAT ANY ALLEGED INFRINGEMENT
DERIVES FROM: (I) ANY USE OF EQUIPMENT OR SOFTWARE SUPPLIED BY CONTRACTOR
DURING THE TERM OF THIS AGREEMENT THAT IS NOT APPROVED, RECOMMENDED OR
AUTHORIZED BY CONTRACTOR; (II)ANY COMBINATION OF EQUIPMENT OR SOFTWARE THAT
IS NOT SUPPLIED, RECOMMENDED OR AUTHORIZED BY CONTRACTOR; (III) ANY
MODIFICATION OR CUSTOMIZATION OF EQUIPMENT OR SOFTWARE SUPPLIED BY
CONTRACTOR DURING THE TERM OF THIS AGREEMENT THAT IT NOT APPROVED,
RECOMMENDED OR AUTHORIZED BY CONTRACTOR; OR, (IV) THE CITY'S FAILURE TO
PROMPTLY INSTALL OR FOLLOW ANY INSTRUCTIONS, UPDATES OR UPGRADES TO ANY
EQUIPMENT OR SOFTWARE SUPPLIED BY CONTRACTOR DURING THE TERM OF THIS
AGREEMENT.
(b) CUSTOMER AGREES TO HOLD HARMLESS, INDEMNIFY AND DEFEND COMPANY, TO THE
FULLEST EXTENT THEN CONTEMPLATED BY THE c*' ING AND APPLICABLE LAW FOR
ANY ADMINISTRATIVE, LEGAL OR QUASI-JUDICK ACTION, THREATENED OR REALIZED
("ACTION"), INCLUDING, BUT NOT LIMITED TO AkGATIONS,CLAIMS, JUDGMENTS,AWARDS,
COSTS, EXPENSES, DAMAGES AND LIABIS OF WHATSOEVER KIND AND NATURE,
INCLUDING ATTORNEYS' FEES AND RELATFENSE COSTS AEXPENSES,WHICH MAY
BE ASSERTED, GRANTED, OR IMPOSED AGAINST COMPANY DIRECTLY OR INDIRECTLY
ARISING FROM OR IN CONNECTION WITH CU QMER'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 SENTATIONN OR BREACH OF STATUTORY DUTY OR ANY DUTY
UNDER GENERAL LAW OR ANY OTHER LEGAL THEY, 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
Customer to fit aparticular requirement of Customer not mended by Company; or(ii) the correction of any
defects resulting from Customer modifications; of 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 WALL 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 tope 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
Confidential
Page 33 of 36
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 Majeure. Neither party shall be responsible for delaysorfailure of performance resulting from
acts beyond the reasonable control of such party. Such acts shalade, but not be limited to, acts of God,
strikes, walkouts, riots, acts of war, terrorism, epidemics, fame 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 bein addition to the ewer 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 breath 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 underthe applicable laws governing Customer; and
(c) will not require termination payments or compulsory licensing under the applicable laws of Customer.
8.9 Counterparts. This ESA may be executed in counterparts, each of which may be original or
electronic and Etta tither constitute one andttie same binding instrument.
9. All parties represent and warrant that, on the date first written above, they are authorized to enter into
this Et ILA in its entirety and duly bindtheir respective principals by their signatures below.
EXECUTED as of the Effective Date:
CINTEL, LLC OPA-LOCKA, FL
By: By:
Name: Alan J. Farash Name:
Title: Chief Executive Officer Title:
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Page 34 of 36
EXHIBIT F
ALPR FORM OF NOTICE TO PROCEED
Reference is made to the Agreement, as amended, between American Traffic Solutions, Inc., doing
business as Verra Mobility ("Verra Mobility") 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 subjecttoa feasibility of
installation analysis, and if necessary, engineering results conducted by Verra Mobility and/or its
subcontractor Cintel.
IN WITNESS WHEREOF, Customer has executed the Notice to Proceed as of the date written below.
CITY OF OPA-LOCKA,FLORIDA
By:
Narr Date
Tim:
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC.
By: ,..
Elizabeth Caracciolo
Executive Vice President
Government Solutions
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Page 35 of 36
EXHIBIT G
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 operatg periods)
and determination of remedy)
On-site support(Inspection, Service and All repair must be completed within three (3)
Repair of ALPR Equipment) Business DaySafter fault reported to Lintel.
Installation Completion BOdays from tirneof permit issuance
120 days from PO" permit required
Verra Mobility (or its designated subcontractor) slit repair or replace all ALPR Equipment (including
components), which may begone witlueplacement pests, unless such damaged component has been the
subject of (a) improper haneg or installation and rears made by unauthorized persons, including the
City; (b) misuse,neglect, accident behalf-of-the City(or persons acting on its behalf other than a party
authorizedbyVerraMoblity or Cif; or(c)theCity's vi on of any term of this Agreement or the EULA.
Repair and replacement of poles and infrastructure shall be the responsibility of Verra Mobility for Verra
Mobility owned infrastructure, and the City for all non Verra Mobility-owned infrastructure.
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Page 36 of 36
Misinformation from Last meeting and some facts/clarifications
• ATS is prepared to negotiate further and add or enhance a renewal as was requested at the
last meeting.
o This is a violator funded program that will continue to protect residents from red light
runners, and the City with current State obligations, whatever they might be.
o City Solutions at NO COST TO THE CITY,VIOLATOR FUNDED.
• WHO GETS VIOLATIONS: Only 9% of Opa-Locka residents have received a violation from Opa-
Locka (can be improved with our help)
o REALITY:91%of violations issued by PD to non-residents dangerously driving
through Opa-Locka
• WHO ISSUES VIOATIONS: Police department is the one that reviews and determines a
violation based on training, the law, expertise
• RIGHT HAND TURNS: Florida Statute(2013) states a driver can make a RHT in a careful and
prudent manner, but must make a complete stop at some point before making the turn, not
roll it
o Your PD only issues the most dangerous RHT's turns, at more than 15 MPH
o many RHT violations are dismissed
o RHT enforcement helps protect pedestrians and cyclists who are at highest risk
• CHANGE OF BEHAVIOR:Since the program started, there has been a 60% reduction in
issuance of violations for the program
• CHANGE OF BEHAVIOR: Less than 10%of violators that receive a violation from Opa-Locka get
a 2nd violations
• PROGRAM COSTS: This is a violator funded program, not tax payer dollars
o Renewal will include a price reduction to further reduce any program costs and allow
for more violator fees to the City($48k/per year)
o Through 11 months of the current fiscal year, NET violator fees to the City are over
$578,000, (After payment to ATS/State DOR which is estimated)
o Over$578,000 available to City for other City financial obligation or needs($565,000
in 2016/2017)
o When the violator requests a local hearing in front of the City Magistrate,the cost of
that process is also paid by the violator, NOT THE CITY, as was mistakenly stated
o ATS is committed to help the City financially as evidenced in past contract
negotiations where ATS wrote off over$700,000 owed to ATS as part of new
agreements to help the City provide this safety program and solution
• LAWFUL SAFETY PROGRAMS: May 2018, Florida Supreme Court ruled that it is lawful for
Cities to use camera technology to enforce red light running
o Miami-Dade County Chief Judge also confirmed that Opa-Locka specifically was
operating a lawful red light safety camera program
• VIOLATIONS/FINES: Per Florida Statute,fine is$158.00
o $83 dollars of the $158 goes to Department of Revenue(State DOR)
o Of the $83, $10 goes to Local Trauma centers, $3 goes to Miami project for paralysis
o $75 of the $158, is kept by the City to pay for the program including ATS and PD
operations
• VALUE BEYOND RED LIGHT SAFETY: Crime and Safety tools for Police at no additional costs
o Video from the program has been requested over 100 times by Opa-Locka Police for
investigations of accidents, crimes and murders
o Force Multiplier for Police allowing 24/7 safety enforcement through technology and
allowing officers to work other City needs
o Under a new agreement,Automated License Plate Readers(ALPR),
o Under the new agreement HD quality video paid by ATS, NO COST TO CITY
o Insurance Institute for Highway Safety noted in their April 2017 report that when
programs shutdown,there an over 30%increase in red light running accidents and
fatalities
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