HomeMy WebLinkAboutAmerican Traffic Solutions Two Phase Agreement -2008 10 14CITY OF WINTER SPRINGS SERVICES TWO PHASE AGREEMENT
WITH AMERICAN TRAFFIC SOLUTIONS, LLC PERTAINING TO RED
LIGHT RUNNING CAMERA ENFORCEMENT SYSTEM
THIS AGREEMENT made and entered into this ~~day of ~Z~2008 by
and between the:
City of Winter Springs, Florida
City Hall
1126 E. State Road 434
Winter Springs, Florida 32708
a municipal corporation of the State of Florida, holding tax exempt status, herein after
referred to as the "City," and:
American Traffic Solutions, LLC
7681 E. Gray Road
Scottsdale, Arizona 85260
corporation, authorized to do business in the State of Florida, hereinafter referred to as
the "Contractor".
The City and the Contractor are collectively referred to herein as the "parties".
WITNESSETH:
WHEREAS, the City desires to retain the Contractor for the services identified in
the Winter Springs, FL Request For Proposal (RFP) and description of services outlined
in Exhibit A which outlines two phases of the work (the terms "services" and "work"
being synonymous in this Agreement on occasion); and
WHEREAS, the City desires to employ the Contractor for the performance to
support the public safety activities, programs and projects of the City upon the terms
and conditions hereinafter set forth, and the Contractor is desirous of performing and
providing such services upon said terms and conditions; and
WHEREAS, the Contractor hereby warrants and represents to the City that it is
competent and otherwise able to provide professional and high quality services to the
City; and
WHEREAS, all submissions submitted by the Contractor in the documents
submitted to the City by the Contractor in order to induce or encourage the City to retain
the services of the Contractor are hereby incorporated to the extent not inconsistent
with the terms and conditions as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
Red Light Camera Two Phase Services Agreement
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hereinafter contained
sufficiency of which is
hereto as follows:
Table Of Contents:
and other good and valuable consideration, the receipt and
hereby acknowledged, it is agreed by and between the parties
SECTION 1: DEFINITIONS ..............................................................................................
SECTION 2: CAPTIONS ...................................................................................................
SECTION 3: EXTENT OF AGREEMENT /INTEGRATION /AMENDMENT ....................
SECTION 4: NO GENERAL CITY OBLIGATION .............................................................
SECTION 5: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED ...............
SECTION 6: GENERAL PROVISIONS .............................................................................
SECTION 7: CODES AND DESIGN STANDARDS ..........................................................
SECTION 8: SUBCONTRACTORS ..................................................................................
SECTION 9: ASSIGNABILITY ..........................................................................................
SECTION 10: COMMENCEMENT/IMPLEMENTATION SCHEDULE OF AGREEMENT.
SECTION 11: LENGTH OF AGREEMENT .......................................................................
SECTION 12: DESCRIPTION OF SERVICES .................................................................
SECTION 13: CONTRACTOR RESPONSIBILITIES ........................................................
SECTION 14: CITY RIGHTS AND RESPONSIBILITIES ..................................................
SECTION 15: WAIVER ...................................................................::................................
SECTION 16: FORCE MAJEURE ....................................................................................
SECTION 17: STANDARDS OF CONDUCT ....................................................................
SECTION 18: NOTICES ...................................................................................................
SECTION 19: DESIGNATED REPRESENTATIVES ........................................................
SECTION 20: COMPENSATION ......................................................................................
SECTION 21: INVOICE PROCESS ..................................................................................
SECTION 22: TERMINATION OF AGREEMENT .............................................................
SECTION 23: TERMINATION BY CONTRACTOR FOR CAUSE ....................................
SECTION 24: TERMINATION BY THE CITY WITHOUT CAUSE ....................................
SECTION 25: PAYMENT IN THE EVENT OF TERMINATION ........................................
SECTION 26: ACTION FOLLOWING TERMINATION .....................................................
SECTION 27: SUSPENSION ...........................................................................................
SECTION 28: ALTERNATIVE DISPUTE RESOLUTION (ADR) .......................................
SECTION 29: SEVERABILITY .........................................................................................
SECTION 30: CONTROLLING LAWS/VENUE/INTERPRETATION ................................
SECTION 31: INDEMNITY ...............................................................................................
SECTION 32: INSURANCE ..............................................................................................
SECTION 33: EQUAL OPPORTUNITY EMPLOYMENT/NON-DISCRIMINATION ..........
SECTION 34: ACCESS TO RECORDS/AUDIT/PUBLIC RECORDS ...............................
SECTION 35: COUNTERPARTS .....................................................................................
SECTION 36: EXHIBITS ...................................................................................................
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SECTION 1: DEFINITIONS.
Ad valorem - In proportion to the estimated value of the goods taxed
Agreement -This document between the City and Contractor. Each exhibit, as
identii'ied below, even if not physically attached, shall be treated as if they were part of
this Agreement. The effective date of this Agreement is the date City Commission of
the City approves the selection of the Contractor.
Billing Period -The period of time between project commencement to the close of the
current period, (inclusive); or from the close of the previous billing period, (exclusive), to
the close of the current period, usually concurrent with the month. In no case shall this
period be less than one (1) calendar month except for the final billing period.
Bona Fide -Made or carried out in good faith; sincere.
Citv -The City of Winter Springs, a municipal corporation of the State of Florida holding
tax exempt status.
Contractor - To include afl principals of the Contractor including, but not limited to, full
and part time employees, professional or otherwise, and all other agents employed by
gr for Contractor to perform its obligations hereunder.
Description of Services -Shall be written in paragraph form resonably describing
those services/work the City can expect the Contractor to provide. The description shall
be written in such a manner that the type of service is clearly provided, but broad
enough that all services reasonably expected of the Contractor, including services
provided by partners, subcontractors, and other supporting professionals, can be
provided to the City.
Designated Representative - A person who administers, reviews, and coordinates the
provision of services. This definition applies equally to the City and to the Contractor.
Exhibit A -Description of Services.
Exhibit B -Pricing and Rate Schedule.
Exhibit C -Certificate of Liability Insurance.
Force Maieure -Force Majeure shall include, but not be limited to, hostility, revolution,
civil commotion, terrorism, strike, epidemic, fire, flood, wind, earthquake, explosion, any
law, proclamation, regulation, or ordinance or other act of government, or any act of
God or any cause whether of the same or different nature, existing or future; provided
that the cause whether or not enumerated in this Agreement is beyond the control and
without the fault or negligence of the party seeking relief under this Agreement.
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Law -Said phrase shall include statutes, codes, rules, and regulations of whatsoever
type or nature enacted or adopted by a governmental entity of competent jurisdiction.
Pari Materia - Of the same matter; on the same subject. Provisions in pari materia
must be construed with reference to each other/together when related to the same
matter or subject. The provisions of a contract/agreement are to be construed together
with no isolated construction of a particular provision such that it would defeat the
overall intent of the contract/agreement.
Submittals -Any item required by this agreement that the Contractor must provide the
City either for inclusion as part of this agreement or not.
Type of Services - A red light enforcement system using cameras for the benefit of
the public safety and interests said services being provided in accordance with the
controlling provisions of law. The services shall be provided in two (2} phases with the
first phase being an evaluative and analytical phase which is non-compensated and the
second phase, if the evaluation and analysis results in the conclusion that services
should proceed forward, the second phase shall be an operational and compensated
red light enforcement system.
SECTION 2: CAPTIONS.
The Section headings and captions of this Agreement are for convenience and
reference only and in no way define, limit, describe the scope or intent of this
Agreement or any part thereof, or in any way affect this Agreement or construe any
provision of this Agreement.
SECTION 3: EXTENT OF AGREEMENT/INTEGRATION/AMENDMENT.
(a). This Agreement, together with the exhibits, constitute the entire integrated
Agreement between the City and the Contractor and supersedes all prior written or oral
understandings in connection therewith. This Agreement, and all the terms and
provisions contained herein, including without limitation the exhibits attached, constitute
the full and complete agreement between the parties hereto to the date hereof, and
supersedes and controls over any and all prior agreements, understandings,
representations, correspondence, and statements, whether written or oral.
(b). This Agreement may only be amended, supplemented, or modified by a formal
written amendment and the Contractor may not rely upon non-written assignments of
work or services that are not consistent with the provisions of this Agreement.
(c). Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be valid only when expressed in writing and duly signed by the parties.
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(d). The exhibits made part of this Agreement are as follows:
Exhibit A - Description of Services.
Exhibit B - Pricing and Rate Schedule.
Exhibit C - Certificate of Liability Insurance.
(e). This is an Agreement relating to the provision of services to the City, in two (2)
phases, by the Contractor such that the Contractor shall not proceed to the second
compensated phase absent a review and analysis by the City of the results of the first,
non-compensated, phase of services.
SECTION 4: NO GENERAL CITY OBLIGATION.
(a). In no event shall any obligation of the City under this Agreement be or constitute
a general obligation or indebtedness of the City, a pledge of the ad valorem taxing
power of the City or a general obligation or indebtedness of the City within the meaning
of the Constitution of the State of Florida or any other applicable laws, but shall be
payable solely from legally available revenues and funds.
(b). The Contractor shall not have the right to compel the exercise of the ad valorem
taxing power of the City.
SECTION 5: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED.
(a). Execution of this Agreement by the Contractor is a representation that the
Contractor is familiar with local conditions and with the services to be performed. The
Contractor shall make no claim for additional time or money based upon its failure to
comply with this Agreement. The Contractor has informed the City, and hereby
represents to the City, that it has extensive experience in performing and providing the
services described in this Agreement, and that it is well acquainted with the components
that are properly and customarily included within such projects and the requirements of
laws, ordinances, rules, regulations, or orders of any public authority or licensing entity
having jurisdiction over City projects. Execution of this Agreement shall be an
affirmative and irrefutable representation by the Contractor to the City that the
Contractor is fully familiar with any and all requisite work conditions of the provisions of
the services and that no work conditions will be unanticipated.
(b). The recitals herein are true and correct and form and constitute a material part of
this Agreement upon which the parties have relied.
(c). It is agreed that nothing herein contained is intended or should be construed as
in any manner creating or establishing a relationship of co-partners between the parties,
or as constituting the Contractor (including, but not limited to, its officers, employees,
Red Light Camera Two Phase Services Agreement
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and agents) the agent, representative, or employee of the City for any purpose, or in
any manner, whatsoever. The Contractor is to be and shall remain forever an
independent Contractor with respect to all services performed under this Agreement.
(d). Persons employed by the Contractor in the provision and performance of the
services and functions pursuant to this Agreement shall have no claim to pension,
workers' compensation, unemployment compensation, civil service or other employee
rights or privileges granted to the City's officers and employees either by operation of
law or by the City.
SECTION 6: GENERAL PROVISIONS.
(a). Each party hereto represents to the other that it has undertaken all necessary
actions to execute this Agreement, and that it has the legal authority to enter into this
Agreement, and to undertake all obligations imposed on it. The person(s) executing this
Agreement for the Contractor certifies/certify that he/she/they is/are authorized to bind
the Contractor fully to the terms of this Agreement and so execute this Agreement under
penalty of perjury.
(b). This Agreement is for services pertaining to a governmental red light
enforcement system using cameras for the benefit of the public safety and interests said
services being provided in accordance with the controlling provisions of law. The
services shall be provided in two (2) phases with the first phase being an evaluative and
analytical phase which is non-compensated and the second phase, if the evaluation and
analysis results in the conclusion that services should proceed forward, the second
phase shall be an operational and compensated red light enforcement system. Related
services, as needed by the City for the City's operations as set forth herein and as
otherwise directed by the City to include all labor and materials that may be required,
shall be provided by the Contractor to the City in accordance with the hourly rate
schedule set forth herein. At no time will the Contractor have or use governmental law
enforcement or public safety powers and all services provided by the Contractor to the
City shall be in aid of the City in the City's exercise of such powers
(c). The Contractor acknowledges that the City may retain other contractors to
provide the services for City projects. The City reserves the right to select which
contractor shall provide services for City projects.
(d). The Contractor agrees to provide and ensure coordination between service
providers.
(e). Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement. The parties covenant and agree that they shall diligently
and expeditiously pursue their respective obligations set forth in this Agreement.
Contractor will have each specified approach installed and activated in accordance with
an implementation plan to be mutually agreed to by the Contractor and City. Contractor
will use reasonalbe commerical efforts to install the system in accordance with the
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schedule set forth in the implementation plan that will be formalized upon project
commencement. Vendor will use reasonable commercial efforts to install and activate
all specified approaches with in thirty (30) days subsequent to receipt of permits.
(f). Contractor shall maintain an adequate and competent staff or professionally
qualified persons throughout the performance of this Agreement to ensure acceptable
and timely completion of the services. Should the City determine that a particular staff
member or particular staff members cannot adequately provide the services due to the
City or that the use of such Contractor employee(s) is not in the public interest, as
determined by action of the City Manager of the City, the Contractor shall immediately
cause such employee(s) to cease work under this Agreement and such action shall not
be deemed a suspension or termination of this Agreement.
(g). Requirements for signing and sealing plans, reports, and documents prepared by
the Contractor shall be governed by the laws and regulations of Seminole County, the
City and Federal and State regulatory agencies.
(h). No claim for services furnished by the Contractor not specifically provided for
herein shall be honored by the City. Should the Contractor proceed to accomplish work
without written authorization by the City, such work shall not be deemed compensable
work. It is the responsibility of the Contractor to ensure that the Contractor takes
direction from the appropriate person, with requisite authority, of the City.
SECTION 7: CODES AND DESIGN STANDARDS.
(a). All the services to be provided or performed by the Contractor shall, at a
minimum, be in conformance with commonly accepted industry and professional codes
and standards, standards of the City, and the laws of any Federal, State, or local
regulatory agencies.
(b). The Contractor shall be responsible for keeping apprised of any changing laws
applicable to the services to be performed under this Agreement.
SECTION 8: SUBCONTRACTORS.
(a). Any Contractor proposed subcontractor shall be submitted to the City for written
approval prior to the Contractor entering into a subcontract. Subcontractor information
shall include, but not be limited to, State registrations, business address, local business
tax proof of payment, and insurance certifications.
(b). The Contractor shall coordinate the provision of services and work product of any
City approved subcontractor and remain fully responsible for such services and work
under the terms of this Agreement. The Contractor is prohibited from executing any
document that would purport to assign the Contractor's duties to the City to a
subcontractor.
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(c). All subcontracts shall be in writing and shall fully incorporate the terms and
conditions of this Agreement and require the subcontractors to assume performance of
the Contractor duties commensurately with the Contractor's duties to the City under this
Agreement, it being understood that nothing herein shall in any way relieve the
Contractor from any of its duties under this Agreement. The Contractor shall provide
the City with executed copies of all subcontracts within one (1) business day of the
execution.
SECTION 9: ASSIGNABILITY.
The Contractor shall not sublet, assign, or transfer any interest in this Agreement, or
claims for the money due or to become due out of this Agreement to a bank, trust
company, or other financial institution without written City approval. When approved by
the City, written notice of such assignment or transfer shall be furnished promptly to the
City and, in such cases, the Contractor's successors and assigns shall be bound to the
City by the terms and conditions of this Agreement.
SECTION 10: COMMENCEMENT / IMPLEMENTATION SCHEDULE OF
AGREEMENT.
(a). The Contractor shall commence the provision of services for the first phase of
services as described in this Agreement immediately upon execution of this Agreement
and the issuance of a written notice to proceed by the City. The Contractor shall, within
five (5) days of receipt of the notice to proceed provide the City with written verification
of the receipt and state a plan of action relative to the commencement of the work.
(b). The Contractor shall commence the provision of services for the second phase of
services as described in this Agreement immediately upon the issuance of a written
notice to proceed by the City. The Contractor shall, within five (5) days of receipt of the
notice to proceed provide the City with written verification of the receipt and state a plan
of action relative to the commencement of the work.
(c). The Contractor and the City agree to make every effort to adhere to the
schedules established by the City. However, if the Contractor is materially and
substantially delayed at any time in the provision of services by any act or omission of
the City, or of any employee of the City, or by any other contractor employed by the
City, or by changes ordered by the City, or by strikes, lock outs, fire, unusual delay in
transportation, unavoidable casualties, or any other causes of force ma%eure not
resulting from the inactions or actions of the Contractor and beyond the Contractor's
control which would not reasonably be expected to occur in connection with or during
performance or provision of the services, or by delay authorized by the City pending a
decision, or by any cause which the City shall decide to justify the delay, the time of
completion shall be extended for such reasonable time as the City may decide in its
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sole and absolute discretion. It is further expressly understood and agreed that the
Contractor shall not be entitled to any damages or compensation, or be reimbursed for
any losses on account of any delay or delays resulting from any of the aforesaid causes
or any other cause whatsoever.
SECTION 11: LENGTH OF AGREEMENT.
(a). The term of this Agreement is five (5) years commencing on the date of full
execution of this Agreement by the parties.
(b). The Contractor services shall begin upon written notification to proceed by the
City by means of a notice to proceed.
(c). Contractor services shall be provided to the City solely as directed in the two
phases of the provision of services.
(d). Subsequent to the conclusion of the initial term, this Agreement may be renewed
by the parties for maximum total of an additional five (5) years.
(e). The Contractor shall serve as an expert witness, as needed, in judicial
proceedings relating to the services that are the subject of this Agreement at a rate of
compensation as set forth in the Notice To Proceed for the second phase of the
services set forth herein.
(f). All provisions of this Agreement which contain continuing obligations shall
survive the expiration or termination of this Agreement.
SECTION 12: DESCRIPTION OF SERVICES.
(a). The Contractor agrees to perform diverse services relating to the full array of
needs of the City pertaining to a red light enforcement system using cameras to
advance the public interest and public safety in accordance with the controlling
provisions of law. The Description of Services is further and more specifically outlined
in Exhibit A.
(b). The Contractor shall diligently and in a professional and timely manner perform
and provide the services outlined herein. Unless modified in writing by the parties
hereto, the duties of the Contractor shall not be construed to exceed the provision of the
services pertaining to this Agreement.
(c). The City and Contractor agree that there may be certain additional services
required to be performed by the Contractor during the performance of this Agreement
that cannot be defined sufficiently at the time of execution of this Agreement. Such
services shall be authorized in writing by the City. The written authorization of work
may contain addititonal instructions or provide specifications upon certain aspects of
this Agreement pertinent to the work to be undertaken. Such supplemental instructions
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or provisions shall not be construed as a modification of this Agreement.
SECTION 13: CONTRACTOR RESPONSIBILITIES.
(a). The Contractor shall be responsible for the professional quality, accepted
standards, technical accuracy and the coordination of all services fumished by the
Contractor under this Agreement, as well as, the conduct of its staff, personnel,
employees, and agents. The Contractor shall work closely with the City on all aspects
of the provision of the services. With respect to services, the Contractor shall be
responsible for the professional quality, technical accuracy, competence, methodology,
accuracy, and the coordination of all of the following which are listed for illustration
purposes and not as a limitation: documents, analysis, reports, data, plans, plats,
maps, surveys, specifications, and any and all other services of whatever type or nature
furnished by the Contractor under this Agreement. The Contractor shall, without
additional compensation, correct or revise any errors or deficiencies in its plans,
analysis, data, reports, designs, drawings, specifications, and any and all other services
of whatever type or nature.
(b). The Contractor shall furnish a Contractor designated representative to
administer, review, and coordinate the provision of services under this Agreement.
(c). Neither City review, approval, or acceptance of, nor payment for, any of the
services required under this Agreement or failure to insist upon strict compliance by the
Contractor with regard to any provision of this Agreement shall be construed to operate
as a waiver, release, discharge, modification or change of any rights of the City or of
any cause of action arising out of the performance of this Agreement to the benefit of
the City. The Contractor shall be and shall remain liable to the City in accordance with
applicable law for all damages to the City caused by the Contractors negligent or
improper performance or failure to perform any of the services furnished under this
Agreement.
(d). In the event the Contractor fails to comply with the terms and conditions of this
Agreement, the City shall notify the Contractor's designated representative in writing so
that the Contractor may take remedial action.
(e). Time is of the essence in the performance of all services provided by the
Contractor under the terms of this Agreement.
SECTION 14: CITY RIGHTS AND RESPONSIBILITIES.
(a). The City shall reasonably cooperate with the Contractor in a timely fashion at no
cost to the Contractor as set forth in this Section.
(b). The City shall furnish a City designated representative to administer, review, and
coordinate the provision of services under this Agreement.
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(c). The City shall make City personnel reaonably available where, in the City's
opinion, they are required and necessary to assist the Contractor. The availability and
necessity of said personnel to assist the Contractor shall be determined solely at the
discretion of the City.
(d). Upon the written request of the Contractor, the City shall furnish the Contractor
with existing data, records, maps, plans, specifications, reports, fiscal data, and other
information that is available in the City's files that is necessary or useful to the
Contractor for the performance of the work. All such documents conveyed by the City
shall be, and remain the property of, the City and shall be returned to the City upon
completion of the services to be performed by the Contractor.
(e). The City shall, upon request of the Contractor, reasonably examine all Contractor
reports, sketches, drawing, estimates, proposals, and other documents presented to the
City and indicate the City's approval or disapproval within a reasonable time so as not to
materially delay the provisions of the services of the Contractor; provided, however, that
the City's examination(s) shall not, in any way, relieve the Contractor of its duties and
obligations under the provisions of this Agreement.
(f). The City shall, upon request of the Contractor (unless the procurement
documents otherwise provide), provide access to and make provisions for the
Contractor to enter upon public and private lands as required for the Contractor within a
reasonable time to perform work as necessary to complete services.
(g). The City shall transmit instructions, relevant information, and provide
interpretation and definition of City policies and decisions with respect to any and all
materials and other matters pertinent to the services covered by this Agreement;
provided, however, that the City's examination(s) shall not, in any way, relieve the
Contractor of its duties and obligations under the provisions of this Agreement.
(h). The City shall give written notice to the Contractor whenever the City designated
representative knows of a development that affects the services provided and
pertormed under this Agreement, timing of the Contractor's provision of services, or a
defect or change necessary in the services of the Contractor.
(i). The rights and remedies of the City provided for under this Agreement are in
addition to any other rights and remedies provided by law; the City may assert its right
of recovery by any appropriate means including, but not limited to, set-off, suit,
withholding, recoupment, or counterclaim, either during or after performance of this
Agreement.
(j). The City shall be entitled to recover any and all legal costs including, but not
limited to, attorney fees and other legal costs that it may incur in any legal actions it may
pursue in the enforcement of the terms and conditions of this Agreement or the
responsibilities of the Contractor in carrying out the duties and responsibilities deriving
from this Agreement.
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(k). The failure of the City to insist in any instance upon the strict performance of any
provision of this Agreement, or to exercise any right or privilege granted to the City
hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
(I). Neither the City's review, approval or acceptance of, nor payment for, any of the
services required shall be construed to operate as a waiver of any rights under this
Agreement nor or any cause of action arising out of the performance of this Agreement
and the Contractor shall be and always remain liable to the City in accordance with
applicable law for any and all damages to the City caused by the Contractor's negligent
or wrongful provision or performance of any of the services furnished under this
Agreement.
(m). All deliverable analysis, reference data, survey data, plans and reports, or any
other form of written instrument or document that may result from the Contractor's
services or have been created during the course of the Contractor's performance under
this Agreement shall become the property of the City after final payment is made to the
Contractor.
(n). In the event the City fails to comply with the terms and conditions of this
Agreement, the Contractor shall notify the City's designated representative in writing in
order that the City may take remedial action.
SECTION 15: WAIVER.
The failure of the City to insist in any instance upon the strict performance of any
provision of this Agreement, or to exercise any right or privilege granted to the City
hereunder, shall not constitute or be construed as a waiver of any such provision or
right and the same shall continue in force.
SECTION 16: FORCE MAJEURE.
Neither party shall be considered in default in performance of its obligations hereunder
to the extent that performance of such obligations, or any of them, is delayed or
prevented by force majeure.
SECTION 17: STANDARDS OF CONDUCT.
(a). The Contractor warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the Contractor, to solicit or
secure this Agreement and that the Contractor has not paid or agreed to pay any
person, company, corporation, individual, or firm other than a bona bide employee
working solely for the Contractor, any fee, commission, percentage, gift, or any other
consideration, contingent upon or resulting from the award of making this Agreement.
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(b). If the City determines that any employee or representative of the Contractor is
not satisfactorily performing his or her assigned duties or is demonstrating improper
conduct pursuant to any assignment or work performed under this Agreement, the City
shall so notify the Contractor, in writing. The Contractor shall immediately remove such
employee or representative of the Contractor from such assignment.
(c). By execution of this Agreement, the Contractor hereby certifies that no
undisclosed conflict of interest exists with respect to the Agreement, including, but not
limited to, any conflicts that may be due to representation of other clients, customers or
vendees, other contractual relationships of the Contractor, or any interest in property
that the Contractor may have. The Contractor further certifies that any conflict of
interest that arises during the term of this Agreement shall be immediately disclosed in
writing to the City. Violation of this Section shall be considered as justification for
immediate termination of this Agreement.
(d). The Contractor shall not engage in any action that would create a conflict of
interest for any City employee or other person during the course of performance of, or
otherwise related to, this Agreement or which would violate or cause others to violate
the provisions of Part III, Chapter 112, Florida Statutes, as amended from time-to-time,
relating to ethics in government.
(e). The City shall not intentionally award publicly-funded contracts to any Contractor
who knowingly employs unauthorized alien workers, constituting a violation of the
employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the
Immigration and Nationality Act (INA) as the INA may be amended from time-to-time.
The City shall consider the employment by the Contractor of unauthorized aliens, a
violation of Section 274A (e) of the INA. Such violation by the Contractor of the
employment provisions contained in Section 274A (e) of the INA is a per se breach of
this Agreement and shall be grounds for immediate termination of this Agreement by the
City.
(f). The Contractor shall comply with and adhere to the equal employment and non-
discrimination provisions of this Agreement.
(g). If the Contractor or an affiliate is placed on a discriminatory vendor list, such
action may result in termination by the City. The Contractor shall certify, upon request
by the City that it is qualified to submit a bid under Section 287.134, Florida Statutes, or
its successor provision(s).
(h). If the Contractor or an affiliate is placed on the convicted vendor list following a
conviction for a public entity crime, such action may result in termination by the City.
The Contractor shall certify, upon request by the City, that is qualified to submit a bid
under Section 287.133, Florida Statutes, or its successor provision(s).
(i). The Contractor shall certify, upon request by the City, that the Contractor
maintains a drug free workplace policy in accordance with Section 287.0878, Florida
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Statutes, as amended from time-to-time. Failure to submit this certification may result in
termination.
(j). The Contractor agrees to comply with Federal, State, and local environmental,
health, and safety laws and regulations applicable to the services provided to the City.
The Contractor agrees that any program or initiative involving the work that could
adversely affect any personnel involved, citizens, residents, users, neighbors or the
surrounding environment shall ensure compliance with any and all employment safety,
environmental and health laws.
(k). If applicable, in accordance with Section 216.347, Florida Statutes, or its
successor provision(s), the Contractor shall not use funds provided by this Agreement
for the purpose of lobbying the Legislature, the Judicial Branch, or any State Agency.
(I). The Contractor shall not publish any documents or release information regarding
this Agreement to the media without prior approval of the City. The Contractor may not
use its relationship with the City for publicity purposes, in any manner or means, without
the expressed written consent of the City.
(m). The Contractor shall ensure that all services are provided to the City after the
Contractor has obtained, at its sole and exclusive expense, any and all permits,
licenses, permissions, approvals or similar consents.
(n). The Contractor shall ensure that all taxes due from the Contractor are paid in a
timely and complete manner including, but not limited to, the local business tax.
SECTION 18: NOTICES.
(a). Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by registered United States mail, with return receipt requested,
addressed to the party for whom it is intended, at the place last specified, and the place
for giving of notice shall remain such until it shall have been changed by written notice
in compliance with the provisions of this Section.
(b). For the present, the parties designate the following as the representative places
for giving of notice, to-wit:
(1 ). For the City:
Mr. Ronald McLemore
City Manager
City of Winter Springs
1126 E. State Road 434
Winter Springs, Florida 32708
(2). For the Contractor:
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Mr. Adam E. Tuton
Manager
American Traffic Solutions, LLC.
7681 E. Gray Road
Scottsdale, Arizona 85260
(c). Written notice requirements of this Agreement shall be strictly construed and
such requirements are a condition precedent to pursuing any rights or remedies
hereunder. The Contractor agrees not to claim any waiver by City of such notice
requirements based upon City having actual knowledge, implied, verbal or constructive
notice, lack of prejudice, or any other grounds as a substitute for the failure of the
Contractor to comply with the express written notice requirements herein. Computer
notification (e-mails and message boards) shall not constitute proper written notice
under the terms of the Agreement.
SECTION 19: DESIGNATED REPRESENTATIVES.
(a). The City Manager, or designated representative, represents the City in all
matters pertaining to and arising from the work and the performance of this Agreement.
(b). The City Manager, or designated representative shall have the following
responsibilities:
(1 ). Examination of all work and rendering, in writing, decisions indicating the
City's approval or disapproval within a reasonable time so as not to materially delay the
work of the Contractor;
(2). Transmission of instructions, receipt of information, and interpretation and
definition of City's policies and decisions with respect to design, materials, and other
matters pertinent to the work covered by this Agreement;
(3). Giving prompt written notice to the Contractor whenever the City knows of
a defect or change necessary in the project; and
(c). Until further written notice, the City's designated representative for this
Agreement is:
Chief Daniel J. Kerr
Winter Springs Police Department
300 N. Moss Road
Winter Springs, FL 32708
Telephone Number: (407) 327-1000
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(d). Prior to start of any work under this Agreement, the Contractor shall, at the
written request of the City, submit to the City detailed resumes of key professional
personnel that will be involved in performing services described in the work. At any
time hereafter that the Contractor desires to change key professional personnel in an
active assignment, it shall submit the qualifications of the new professional personnel to
the City for prior approval. Key professional personnel shall include the principal-in-
charge, project managers, and others interfacing with City personnel.
(e). Until further written notice, the Contractor's designated representative for this
Agreement is:
Mr. Adam Tuton
American Traffic Solutions, LLC
7681 E. Gray Road
Scottsdale, Arizona 85260
Telephone Number: (480) 443-7000
SECTION 20: COMPENSATION.
(a). There shall be no fee charged to the City for the work accomplished in the first
phase of performance, while the fee to be charged for the second phase of services,
post authorization, shall be as set forth in Exhibit B.
(b). Should the City authorize work under the second phase of the services,
compensation to the Contractor for the services performed shall be as set forth the
notice to proceed and as set forth in Exhibit B.
(c). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals,
etc.
(d). Work performed by the Contractor without written approval by the City's
designated representative shall not be compensated. Any work performed by the
Contractor without approval by the City is performed at the Contractor's own election.
(e). In the event the City fails to provide compensation under the terms and
conditions of this Agreement, the Contractor shall notify the City's designated
representative in order that the City may take remedial action.
SECTION 21: INVOICE PROCESS.
(a). Payments shall be made by the City to the Contractor when requested as work
progresses for services furnished, but not more than once monthly. The Contractor
shall render to the City, at the close of each calendar month, an itemized invoice
Red Light Camera Two Phase Services Agreement
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properly dated, describing all services rendered as Exhibit B, the Project Status Report
Form, the cost of the services, the name and address of the Contractor, Contract
Number and all other information required by this Agreement.
(b). Invoices which are in an acceptable form to the City and without disputable items
will be processed for payment within thirty (30) days of receipt by the City.
(c). The Contractor will be notified of any disputable items contained in invoices
submitted by the Contractor within fifteen (15) days of receipt by the City with an
explanation of the deficiencies.
(d). The City and the Contractor will make every effort to resolve all disputable items
contained in the Contractor's invoices.
(e). The Florida Prompt Payment Act shall apply when applicable.
(f). Invoices shall be forwarded by the Contractor directly to:
City Hall
City of Winter Springs
1126 E. State Highway 434
Winter Springs, Florida 32708
SECTION 22: TERMINATION OF AGREEMENT.
(a). The City may terminate this Agreement for convenience at any time for one (1) or
more of the reasons as follows:
(1 ). If, in the City's opinion, adequate progress is not being made by the
Contractor; or
(2). If, in the City's opinion, the quality of the services provided by the
Contractor is/are not in conformance with commonly accepted professional standards,
standards of the City, the requirements of Federal or State regulatory agencies, and the
Contractor has not corrected such deficiencies in a timely manner as reasonably
determined by the City; or
(3). The Contractor or any employee or agent of the Contractor is indicted or
has a direct charge issued against him for any crime arising out of or in conjunction with
any work that has been performed by the Contractor; or
(4). The Contractor becomes involved in either voluntary or involuntary
bankruptcy proceedings, or makes an assignment for the benefit of creditors; or
Red Light Camera Two Phase Services Agreement
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(5). The Contractor violates the standards of conduct provisions herein or any
provision of State or local law or any provision of the City's Code of Conduct which is
available to the Contractor; or
(6). The Contractor otherwise violates the terms and conditions of this
Agreement.
(b). In the event of any of the causes described in this Section, the City's designated
representative may send a certified letter requesting that the Contractor show cause
why the Agreement should not be terminated. If assurance satisfactory to the City of
corrective measures to be made within a reasonable time is not given to the City within
fourteen (14) calendar days of the receipt of the letter, the City may consider the
Contractor to be in default, and may immediately terminate this Agreement.
SECTION 23: TERMINATION BY CONTRACTOR FOR CAUSE.
(a). The Contractor may terminate this Agreement if:
(1). The City substantially and materially fails to meet its obligations and
responsibilities as specifically contained in this Agreement; or
(2). The City fails to pay the Contractor in accordance with this Agreement.
(b). In the event of either of the causes described in Subsection (a), the Contractor
shall send a certified letter requesting that the City show cause why the Agreement
should not be terminated and to otherwise provide the City will a reasonable opportunity
to cure or explain the alleged breach.
(c). If adequate assurances are not given to the Contractor within fourteen (14)
calendar days of the receipt of said show cause notice that there is no breach or, if a
breach exists, it may be reasonably explained or has been cured, the Contractor may
consider the City to be in default, and may immediately terminate this Agreement.
(d). No implied obligations of the City arise from the operation of this Agreement.
SECTION 25: PAYMENT IN THE EVENT OF TERMINATION.
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In the event this Agreement is terminated or canceled prior to final completion payment
for the unpaid portion of the services provided by the Contractor to the date of
termination and any additional services shall be paid to the Contractor
SECTION 26: ACTION FOLLOWING TERMINATION.
(a), Upon receipt of notice of termination, given by either party, the terminated party
shall promptly discontinue the provision of all services, unless the notice provides
otherwise.
(b), The Contractor recognizes its obligation to mitigate damages in the event of
termination by whatever means under whatever circumstances.
SECTION 27: SUSPENSION.
(a). The performance or provision of the Contractor services under this Agreement
may be suspended by the City at any time.
(b). In the event the City suspends the performance or provision of the Contractor's
services hereunder, the City shall so notify the Contractor in writing. Such suspension
becoming effective upon the date stated in the notice. The City shall pay to the
Contractor within thirty (30) days all compensation which has become due to and
payable to the Contractor to the effective date of such suspension. The City shall
thereafter have no further obligation for payment to the Contractor for the suspended
provision of services unless and until the City's designated representative notifies the
Contractor in writing that the provision of the services of the Contractor called for
hereunder are to be resumed by the Contractor.
(c). Upon receipt of written notice from the City that the Contractor's provision of
services hereunder are to be resumed, the Contractor shall continue to provide the
services to the City.
(d). The Contractor recognizes its duties to mitigate damages in the event of the
suspension of services.
SECTION 28: ALTERNATIVE DISPUTE RESOLUTION (ADR).
(a) In the event of a dispute related to any performance or payment obligation arising
under this Agreement, the parties agree attempt resolution by means of mutual
discussion and, if resolution does not result there from, to exhaust any alternative
dispute resolution procedures reasonably imposed by the City prior to filing suit or
otherwise pursuing legal remedies.
(b) The Contractor agrees that it will file no suit or otherwise pursue legal remedies
based on facts or evidentiary materials that were not presented for consideration to the
Red Light Camera Two Phase Services Agreement
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City in alternative dispute resolution procedures or which the Contractor had knowledge
and failed to present during the City procedures.
(c). In the event that City procedures are exhausted and a suit is filed or legal
remedies are otherwise pursued, the parties shall exercise best efforts to resolve
disputes through voluntary mediation. Mediator selection and the procedures to be
employed in voluntary mediation shall be mutually acceptable to the parties. Costs of
voluntary mediation shall be shared equally among the parties participating in the
mediation. The Contractor recognizes that mediation may be deemed open by the City
at its discretion subject to any controlling limitations of State law.
SECTION 29: SEVERABILITY.
(a). If any term, provision or condition contained in this Agreement shall, to any
extent, be held invalid or unenforceable, the remainder of this Agreement, or the
application of such term, provision or condition to persons or circumstances other than
those in respect of which it is invalid or unenforceable, shall not be affected thereby,
and each term, provision, and condition of this Agreement shall be valid and
enforceable to the fullest extent permitted by law when consistent with equity and the
public interest.
(b). All provisions of this Agreement shall be read and applied in pari materia with all
other provisions hereof.
(c). Violation of this Agreement by the Contractor is recognized by the parties to
constitute irreparable harm to the City.
SECTION 30: CONTROLLING LAWSNENUE/INTERPRETATION.
(a). This Agreement is to be governed by the laws of the State of Florida.
(b). Venue for any legal proceeding related to this Agreement shall be in Seminole
County, FL.
(c). This Agreement is the result of bona fide arms length negotiations between the
City and the Contractor and all parties have contributed substantially and materially to
the preparation of the Contract. Accordingly, this Agreement shall not be construed or
interpreted more strictly against any one party than against any other party.
(d). The parties hereby affirmatively waive their right to trial by jury relative to any and
all litigation commenced in relation to this Agreement.
(e). All alternative dispute resolution and similar negotiations sessions shall occur in
Seminole County, Florida absent agreement otherwise by the City.
SECTION 31: INDEMNITY.
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(a). To the fullest extent permitted by law, the Contractor shall indemnify, hold
harmless, and defend the City, its agents, servants, officers, officials, and employees, or
any of them, from and against any and all claims, damages, losses, and expenses
including, but not limited to, attorneys fees and other legal costs such as those for
paralegal, investigative, and legal support services, and the actual costs incurred for
expert witness testimony arising out of or resulting from the performance or provision of
services required under this Agreement, provided that same is caused in whole or part
by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct,
or misconduct of the Contractor, its agents, servants, officers, officials, employees, or
subcontractors.
(b). In accordance with Section 725.06, Florida Statutes, or its successor and similar
provision(s), adequate consideration has been provided to the Contractor for this
obligation, the receipt and sufficiency of which is hereby specifically acknowledged.
(c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of
the City as set forth in Section 768.28, Florida Statutes, as amended from time-to-time.
(d). In claims against any person or entity indemnified under this Section by an
employee of the Contractor or its agents or subcontractors, anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, the indemnification
obligation under this Section shall not be limited by a limitation on amount or type of
damages, compensation, or benefits payable by or for the Contractor or its agents or
subcontractors, under workers compensation acts, disability benefits acts, or other
employee benefit acts.
(e). The execution of this Agreement by the Contractor shall obligate the Contractor
to comply with the indemnification provision in this Agreement; however, the Contractor
must also comply with the provisions of this Agreement relating to insurance coverages.
SECTION 32: INSURANCE.
(a). The Contractor shall obtain or possess and continuously maintain the following
insurance coverages, from a company or from companies, with a Best Rating of A- or
better, or such other qualifications as may be acceptable to the City, in its sole and
absolute discrection, which insuranace company(ies) must be authorized to do business
in the State of Florida and which policies must be in a form acceptable to the City and
with only such terms and conditions as may be acceptable to the City:
Red Light Camera Two Phase Services Agreement
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(1 ). Workers Compensation/Employer Liability: The Contractor shall provide
workers compensation insurance for all employees engaged in the work under this
Agreement in accordance with the laws of the State of Florida. Employers' liability
Insurance shall be provided by the Contractor at limits not less than the following:
$100,000.00 Each Accident
$100,000.00 Disease Each Employee
$500,000.00 Disease Aggregate
(2). Comprehensive General Liability: The Contractor shall provide coverage
for all operations including, but not limited to, contractual, independent contractor,
products and complete operations and personal injury with limits not less than the
following:
$1,000,000.00 Bodily injury and property damage -each occurrence.
$1,000,000.00 Personal and advertising injury -each occurrence.
$2,000,000.00 General aggregate.
$2,000,000.00 Products/completed operations aggregates limit.
$ 5,000.00 Medical payments.
(3). Comprehensive Business Automobile Liability: The Contractor shall
provide complete coverage with a combined single limit of not less than $1,000,000.00
bodily injury and property damage coverage in accordance with the laws of the State of
Florida, as to the ownership, maintenance, and use of all owned, non-owned, leased or
hired vehicles.
(4). Professional Liability: The Contractor shall provide professional liability
insurance as well as errors and omission insurance in a minimum amount of
$1,000,000.00 combine single limit, or its equivalent, with a combined single limit of not
less than $1,000,000.00, protecting the Contractor against claims of the City for
negligence, errors, mistakes, or omissions in the performance of services to be
performed and furnished by the Contractor.
(5) Other Required Insurance Coverage: Where unusual operations are
necessary to complete the work, such as longshoremen and harbor workers' exposures,
use of aircraft or watercraft, use of explosives, and any high risk circumstances. No
aircraft, watercraft or explosives shall be used without the express advance written
approval of the City which may, thereupon, required additional insurance coverages.
(b}. All insurance coverages shall be kept in full force and effect by the Contractor
throughout the duration of this Agreement and for one (1) year after the termination of
this Agreement. All insurance coverages shall be occurrence basis coverage policies.
All insurance other than workers compensation and professional liability that must be
maintained by the Contractor shall specifically include the City as an additional insured.
All insurance minimum coverages extend to any subcontractor, and the Contractor shall
be responsible for all subcontractors.
Red Light Camera Two Phase Services Agreement
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(c). The Contractor shall provide certificates of insurance to the City evidencing that
all such insurance is in effect prior to performance of work under this Agreement.
These certificates of insurance shall affirmatively show that the City is a named insured
under the policies set forth therein and shall become part of this Agreement. Neither
approval by the City nor failure to disapprove the insurance furnished by a Contractor
shall relieve the Contractor of the Contractor's full responsibility for performance of any
obligation including the Contractor's indemnification of the City under this Agreement.
If, during the period which an insurance company is providing the insurance coverage
required by this Agreement, an insurance company shall: (1) lose its certificate of
authority or right to issue insurance in the State of Florida, or (2) no longer complies
with State law, or (3) fails to maintain the requisite Best's rating and financial size
category, the Contractor shall, as soon as the Contractor has knowledge of any such
circumstance, immediately notify the City and immediately replace the insurance
coverage provided by the insurance company with a different insurance company
meeting the requirements of this Agreement. Until such time as the Contractor has
replaced the unacceptable insurer with an insurer acceptable to the City, the Contractor
shall be deemed to be in default of this Agreement.
(d). The insurance coverage shall contain a provision that requires that prior to any
changes in the coverage, except increases in aggregate coverage, thirty (30) days prior
notice will be given to the City by submission of a new certificate of insurance.
(e). The Contractor shall provide certificates of insurance directly to the City's
designated representative. The certificates shall clearly indicate that the Contractor has
obtained insurance of the type, amount, and classification required by this Agreement.
(f). Nothing in this Agreement or any action relating to this Agreement shall be
construed as the City's waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes, as amended from time-to-time.
(g). The City shall not be obligated or liable under the terms of this Agreement to any
party other than the Contractor. There are no third party beneficiaries to this
Agreement. The Contractor hereby relases and discharges the City of and from all
liability to the Contractor, and to anyone claiming by, through or under the Contractor,
by subrogation, or otherwise, on account of any loss or damage to the City.
(h). The Contractor is an independent Contractor and not an agent, representative, or
employee of the City. The City shall have no liability except as specifically provided in
this Agreement.
(i). All insurance shall be primary to, and not contribute with, any insurance or self-
insurance maintained by the City.
Red Light Camera Two Phase Services Agreement
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SECTION 33: EQUAL OPPORTUNITY EMPLOYMENTINON-DISCRIMINATION.
The Contractor agrees that it will not discriminate against any person, employee or
applicant for employment for work under this Agreement because of race, color,
religion, sex, age, national origin, or disability and shall take affirmative steps to ensure
that applicants are employed and employees are treated during employment without
regard to race, color, religion, sex, age, national origin, or disability. This provision shall
include, but not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment advertising; layoff or termination; rates of pay or their forms or
compensation; and selection for training, including apprenticeship. The Contractor,
moreover, shall comply with all the requirements as imposed by the Americans with
Disability Act, the rules and regulations of the Federal government issued thereunder,
and any and all requirements of Federal or State law related thereto and any and all
related Federal or State laws which prohibits discrimination by public and private entities
on the basis of disability and shall not otherwise discriminate on the grounds of race,
color, religion, sex, or national origin in the performance of work under this Agreement
or violate any laws pertaining to civil rights, equal protection, or discrimination.
SECTION 34: ACCESS TO RECORDS/AUDITIPUBLIC RECORDS.
(a). The Contractor shall maintain books, records, documents, time and costs
accounts, and other evidence directly related to its provision or performance of services
under this Agreement. All time records and cost data shall be maintained in accordance
with generally accepted accounting principles.
(b). The City reserves the right to unilaterally terminate this Agreement if the
Contractor refuses to allow public access to all documents, papers, letters, or other
materials subject to provisions of Chapter 779, Florida Statutes, Article I, Section 24 of
the Constitution of the State of Florida, and other applicable law, as amended from time-
to-time, that would, in any way be considered to be a public record in its broadest
definition, and made or received by the Contractor in conjunction, in any way, with this
Agreement. Without in any way limiting any provision of this Agreement, included in the
records that are the subject of this Agreement are field memos, computer code,
computer text, shop drawings, and similar documents and data.
(c). The City may perform, or cause to have performed, an audit of the records of the
Contractor before or after final payment to support final payment issued hereunder.
This audit, shall be performed at a time mutually agreeable to the Contractor and the
City subsequent to the close of the final fiscal period in which services are provided or
performed. Total compensation to the Contractor may be determined subsequent to an
audit as provided for in this Section, and the total compensation so determined shall be
used to calculate final payment to the Contractor. Conduct of this audit shall not delay
final payment as required by this Section.
Red Light Camera Two Phase Services Agreement
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(d). In addition to the above, if Federal, State, County, or other entity funds are used
for any services under this Agreement, the Comptroller General of the United States or
the Chief Financial Officer of the State of Florida, Seminole County, or any
representative, shall have access to any books, documents, papers, and records of the
Contractor which are directly pertinent to services provided or performed under this
Agreement for purposes of making audit, examination, excerpts, and transcriptions.
(e). In the event of any auditor inspection conducted reveals any overpayment by the
City under the terms of the Agreement, the Contractor shall refund such overpayment to
the City within thirty (30) days of notice by the City of the request for the refund.
(f). The Contractor agrees that if any litigation, claim, or audit is started before the
expiration of the record retention period established above, the records shall be retained
until all litigation, claims, or audit findings involving the records have been resolved and
final action taken.
(g). The City shall own all documents prepared by the Contractor pursuant to the
provisions of this Agreement.
(h). The Contractor may not rely upon any general or generic confidentiality provision
of any contract to which it may be a party such as, by way of example only, computer
licenses and similar documents.
(i). The Contractor shall maintain and allow access to the records required under this
Section for a minimum period of five (5) years after the completion of the provision or
performance services under this Agreement and date of final payment for said services,
or date of termination of this Agreement.
SECTION 35: COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which, taken together, shall constitute the singular and the
same document.
SECTION 36: EXHIBITS.
Each exhibit referred to and attached to this Agreement is an essential part of this
Agreement. The exhibits and any amendments or revisions thereto, even if not
physically attached hereto, shall be treated as if they are part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the respective dates under each signature: the City through its City
Commission
Red Light Camera Two Phase Services Agreement
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taking action on the 14`h day of)uly, 2008 and the Contractor signing by and through its duly
authorized corporate officer having the full and complete authority to execute same.
ATTEST:
AMERICAN TRAFFIC SOLUTIONS, LLC.
~/~
~~~
~~
By: p
~~•~ ~'~'~~' Authorized Cor rate Officer
ATTEST:
„X a~« e~~
~~q<y ~i,
Approved by (Initials and Date):
Date: ~~~hP~ Z~ i ~a v
CITY OF WINTER SPRINGS
Date: /D - /~ D~
Ron McLemore, City anager
/ /_ Responsible Department Director
/ /_ City Finance
/ /_ Purchasing and Contracts Management Division
t'~ /~/~ City Attorney
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Page No, 26
EXHIBIT A
DESCRIPTION/SCOPE OF SERVICES
I. FIRST PHASE OF SERVICES (Uncom_ p_ensated
The Contractor shall provide for a comprehensive and fully integrated red light traffic
safety management services. The successful Contractor will deploy traffic safety
camera equipment at designated arterial intersections, covering one to three (3)
approaches at each intersection. At the selected approaches, up to four (4) lanes will
require traffic safety camera enforcement, including any turn lanes. The Contractor's
services shall include all hardware, software, installation, maintenance, operation, and
all back-ofilce processing of violations.
All systems must be non-intrusive to roadway or transportation signal cabinetry.
II. SECOND PHASE OF SERVICES (Compensated):
Red Liaht Camera System
The Contractor shall provide and install all equipment including, but not limited to, poles,
cabinets and related operational equipment at the selected intersection(s). All systems
must be non-intrusive to roadway or transportation si_anal cabinetry.
The Contractor shall disclose whether the system, at any time, photographs an image
the driver of the vehicle.
The Contractor shall use a high quality digital camera system with an output in excess
of 3000 x 2000 pixels per image is required. The Contractor shall detail the image
quality specifications and provide real sets of violation image examples captured in
daytime, nighttime, during inclement weather, and during times where sunlight is
pointing in the direction of the camera.
The Contractor shall provide equipment that is capable of gathering traffic data for
statistical analysis. The Contractor shall provide copies of sample reports.
The Contractor shall provide equipment capable of deployment in a wide range of
operating conditions; e.g., heavy traffic volumes, adverse weather conditions, road
surface configurations, etc., and across five (5) moving lanes of traffic.
The Contractor shall provide equipment shall provide a reliable non-intrusive, non-
physical connection to the red phase signal.
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The Contractor shall provide a system which must provide at least three (3)
digital color still images of each violating event. The images shall be taken to ensure
that the rear of the vehicle and license plate are captured. The first image shall capture
the vehicle before the front wheels strike the legal violation limit line. The second image
shall capture the vehicle after the rear axle has crossed the crosswalk or legal limit line.
The third image shall depict a close up of the license plate. The contractor will use a
video system that will capture a short duration video of the violation.
The Contractor shall provide a camera system which shall record data pertinent to each
violation at the time of capture.
The Contractor shall provide data which shall be recorded in a flexibly configured data
bar that is embedded with each scene, license plate and stop bar detection images that
may be used to prove the violation. The data bar shall include, at a minimum, the
following information for each violation:
a) Unique violation identifier incorporating the City;
b) Location of violation;
c) Date (MM/DD/YYYY);
d) Time of the violation in 24 hour clock including hours,
minutes and seconds;
e) Elapsed time between images;
f) Direction of travel;
g) Traffic signal phase;
h) Time into the red phase displayed in thousandths of a
second;
g) Duration of the prior amber phase;
h) Vehicle lane of travel;
i) Camera ID; and
j) Frame sequence number.
The Contractor shall explain how the image and violation data is secured and
transmitted to the processing center.
The Contractor shall explain how the proposed system can compensate for the effects
of license plate covers.
The Contractor shall explain how the proposed system can compensate for the effects
of reflective material on license plates.
The Contractor shall provide a system which includes an ancillary video system as
supporting information to the violation provided by the still images. The video must be
full motion at the rate of thirty (30) frames per second or greater and allow aperture
adjustment.
The Contractor shall ensure that each imaging unit's operation shall be microprocessor
Red Light Camera Two Phase Services Agreement
Page No. 28
controlled and fully automatic.
The Contractor shall include a camera system that shall be capable of on-site or remote
activation and maintenance support.
The Contractor shall include a camera system that shall perform aself-test on set-up;
simulate a violation being recorded for testing; communicate error messages; record
date and time of system shutdown in the event of a malfunction.
The Contractor shall include a camera system that allows a malfunction to be easily
identified and debugged on-line.
The Contractor shall include a camera system that records event-specific evidence to
substantiate multiple, simultaneous and/or concurrent violations occurring during any
red signal phase.
The Contractor shall provide a system which shall provide 24 hours aday/7 days a
week "live" intersection monitoring and viewing capabilities.
The Contractor shall include a camera system that which includes component
operations which are synchronized to a single, standard, independent, external and
verifiable time and date source.
The Contractor must use more than one (1) vehicle detection method (in-ground loops
will not be considered). The Contractor must explain the vehicle detection methods
which can be used by the system including, but not limited to, the benefits and
limitations of each (if more than one (1) is offered).
Red light camera enclosures must be tamper proof and vandal proof.
Red light camera enclosures must be designed in such a fashion that maintenance, and
other operations can be accomplished easily and quickly without creating a public safety
hazard. The Contractor shall explain typical maintenance procedures.
The Contractor shall state installation and construction times for a generic intersection.
The system shall be able to simultaneously monitor traffic in up to five (5) lanes.
The Contractor shall monitor straight-through violations. The system shall be capable
of detecting and recording evidence of left and right turn violations, regardless of vehicle
speed (please reference program). The Contractor must explain how the system
captures illegal right-turn-on-red movements.
Red Light Camera Two Phase Services Agreement
Page No. 29
Violation Processin
There shall be no requirement to install Contractor processing software on City owned
or maintained information technology or computing systems.
The violation processing system shall allow the City a detailed view into all of the
information related to the program.
All access to the violation processing system for the purpose of preprocessing
evidence, police authorization, notice printing, payments tracking, and generation of
court evidence packages shall be Internet enabled and shall be available 24 hours a
day/7 days a week for authorized users.
The violation processing system shall provide the following functions:
a) Web-enabled access and operation;
b) Secure user log-in and access;
c) Automatic presentation of images and data captured
by the camera system onto review PC's;
d) Easy review of violation evidence against regulations;
e) Ability to both "play' full motion video and view
multiple scene and plate images;
f) Ability to view each image as a full screen enlargement with a
single click;
g) Ability to view all original images;
h) Ability to "crop" a license plate image area from the optimal license
plate image in the multiple-image license plate set to establish
vehicle ID, and subsequently print the cropped plate area image to
the notice;
i) Ability to "accept" or "reject" violation sets and record rejection
reasons;
j) Ability to generate printed warning letters (during the first 30 days of
the program at the City's discretion);
k) Ability to automatically generate printed violation notices;
I) Ability to store and archive all processed violation
evidence into a secured database;
m) 24 hours aday/7 days a week ability to access any stored violation
image from the system's database subject to agreed archive rules;
n) 24 hours aday/7 days a week ability to request and immediately
view Court Evidence Package image sequences displayed as
video or as individual high resolution still shots, or send images to
print locally;
o) 24 hours aday/ 7 days week ability to immediately request, view
and print both standard and user-defined reports;
p) Secured Access Control and automatically generated electronic
Red Light Camera Two Phase Services Agreement
Page No. 30
audit trails;
q) Encryption and decryption management;
r) The system shall be capable of preparing and mailing one notice
letter for all chargeable violations to vehicle owners, issuing and
mailing a second notice for any violations that remain unpaid as
their due date. All violations for which registered owner data is
available shall be issued within seven (7) business days after police
review of the incident.
Statistical Analysis and Reporting Systems
The processing system
operations will be preferr~
a)
b)
c)
d)
shall produce statistical analysis of camera location and
~d; including, at minimum:
Hours of use per camera by operational site;
Results achieved by each camera by site;
Offenses recorded by site; and
Traffic counts by lane, date and hour.
The processing system shall be capable of immediately generating operations reports
24 hours aday/7 days a week including:
a) Number of violations recorded;
b) Count of violations where notices not prepared;
c) Notices prepared and mailed; and
d) Status of notices issued (outstanding,
canceled, reissued and so forth).
The processing system shall also supply reports of:
a) Camera equipment hours of service and hours lost; and
b) Number and description of camera or other equipment
malfunctions.
The processing system shall provide violation and traffic statistics as follows:
a) Real-time traffic volume and vehicle counts; and
b) Real-time violation graphs and chart by:
I) individual lane;
II) time of day; and
III) day of week.
The contractor shall provide a monthly report that includes the following:
a) The number of events detected, notices/violations issued and
prosecutable image rate by location and in total;
b) The total number of violations that occurred and percentage of total
vehicle traffic by lane; and the total number of percentage of rejected
images by reason.
Red Light Camera Two Phase Services Agreement
Page No. 31
Imaae Transmission Security and Data Storaae
The system shall provide for image and data security that shall prevent unauthorized
persons from accessing the camera images and databases and tampering with images.
The Contractor shall store all enforceable images produced by cameras for no less than
one hundred and eighty (180) days after final disposition.
The Contractor shall provide an evidence package for any contested violations. The
package shall consist of:
a) All issued and disputed notices to the party;
b) A violation history report;
c) A correspondence file; and
d) A payment history.
The Contractor shall maintain a proper chain of evidence that meets the needs of City
and court functions.
The Contractor shall provide a qualified expert witness who is knowledgeable on the
theory, operation and functional capabilities of the red light camera unit.
Maintenance, Support and Training
All maintenance of camera, video, sensors, computer and related equipment shall be
the responsibility of the Contractor.
The Contractor shall repair or replace any inoperable equipment within seventy-two (72)
hours of detection by the Contractor or notification by the City.
The Contractor shall describe the proposed standard process for how often the cameras
systems will be visited for maintenance and inspection and shall explain what occurs
during a maintenance and inspection visit.
The Contractor shall provide ongoing training support as needed by the City.
The Contractor shall provide hands-on training as necessary to personnel as required
by the City.
The Contractor shall provide training materials.
Red Light Camera Two Phase Services Agreement
Page No. 32
Operations and Public Awareness
The Contractor shall describe the Project Management Approach and how it will ensure
a successful project for the City.
The Contractor shall provide assistance with the content and design of a public
education program and associated materials to be funded by the City.
The Contractor shall support the City by training staff on how to present the Contractor's
systems at public seminars or presentations. The Contractor will provide staff for public
forums as necessary.
Contractor shall provide a project manager for the project as the single point of contact
to the City.
Contractor shall provide intersection design and installation plans for review and
approval by the City Traffic Engineering Department and Permitting Department.
Contractor shall install and maintain installed cameras.
Contractor shall be responsible for loading, optimizing, and license plate data entry
processing of images for review (final review to be processed by authorized City
personnel)
Contractor will prepare one notice letter for all chargeable violations and will mail notice
letters to vehicle owners. The Contractor shall include a retum envelope for payments.
Contractor will prepare a second and a final notice will be issued for any violations that
remain unpaid after their due date. The Contractor shall include a return envelope for
payments.
Violations for which registered owner data is available shall be issued within the legally
required number of days of the violation event date.
Contractor may be asked to provide all required notice processing supplies including,
paper, envelopes, postage, toner, and any and all notice printing supplies.
Notices shall include one set of images and a license plate image.
Contractor shall provide a means for the fines to be paid on-line by credit or debit card.
Contractor shall provide a means for the fines to be paid by phone using a credit or
debit card.
Red Light Camera Two Phase Services Agreement
Page No. 33
Contractor shall provide for a third party collection service for the collection of
delinquent accounts.
Red Light Camera Two Phase Services Agreement
Page No. 34
EXHIBIT B
PRICING AND RATE SCHEDULE
I. FIRST PHASE OF SERVICES (Uncompensated):
No compensation is due from the City to the Contractor.
II. SECOND PHASE OF SERVICES (Compensated):
Fees and Scope of Work for Pricing - Fee Per Paid Citation $40.00
Delinauent Collections - 30% of collected revenue
Red Light Camera Two Phase Services Agreement
Page No. 35
EXHIBIT C
CERTIFCATE OF LIABILITY INSURANCE
Red Light Camera Two Phase Services Agreement
Page No. 36
American 'traffic Solutions
---- -- --- - ---- - - -
- - -- ----- ---- --- ------------ -- -------
480.443.7000 ^ Fax: 480.586.4601 ^ www.etsoLcom ^ 7681 East Gray Road ^ Scottsdale, A2 8b280
RECEI'`V'E®
O C T 2 3 2000
CITY OF WINTER SPRINGS
OFFICE OF THE CITY CLERK
October 8, 2008
VIA FEDERAL EXPRESS
Ms. Joan L. Brown
Deputy City Clerk
City of Winter Springs, Fbrida
1126 E. State Road 434
Winter Springs, FL 32708
RE: Services Two Phase Agreement Pertaining to Red Light Running Camera
Enforcement System betwleen City of Winter Springs, Florida and America
Traffic Solutions, Inc. dated October 21, 2008
Dear Ms. Brown:
Encbsed for your records are two original versions of the fully-executed above-referenced
Agreement signed by Adam Tuton, Chief Operating Officer on behalf of ATS.
Please let me know if you have any questions or if I may be of further assistance.
Very truly yours,
American Traffic Solutions, Inc.
Linda Welsch
Executive/LegalAssistant to
Adam Tuton, Executive Vice President, COO
Enclosure