HomeMy WebLinkAboutPD13-091 - Original - American Traffic Solutions, Inc. (ATS) - School Zone Traffic Safety Cameras - 05/30/2013 Records emen- a
KENT Document
WASHINOTCH ,
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: American Traffic Solutions
Vendor Number:
]D Edwards Number
Contract Number: lot) 13 - 04
This is assigned by City Clerk's Office
Project Name: School Zone Traffic Safety Cameras
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract
❑ Other:
Contract Effective Date: 5/30/13 Termination Date: 5/29/2018
Contract Renewal Notice (Days): 30 Days
Number of days required notice for termination or renewal or amendment
Contract Manager: Komoto Department: Law/Police
Detail: (i.e. address, location, parcel number, tax id, etc.):
S Public\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08
STANDARD PROFESSIONAL SERVICES AGREEMENT
This Standard Professional Services Agreement which includes the attached Exhibits (herein
"Agreement") is made by and between American Traffic Solutions, Inc (herein "ATS"), with its principal
place of business at 7681 East Gray Road, Scottsdale, Arizona, and the City of Kent (herein "Customer"),
a Washington State municipality (ATS and Customer individually, a "Party", and collectively, the
"Parties") This Agreement sets forth the terms, conditions and obligations of the Parties
WITNESSETH
WHEREAS, ATS has the exclusive knowledge, possession and ownership of certain equipment, licenses,
and the processes(collectively referred to herein as the"AxsisTM System"or"Axsis"), and
WHEREAS, CUSTOMER desires to use the Axsis System to monitor and enforce traffic violations and to
issue citations for said traffic violations,
The attached Exhibits include
Exhibit A..............SERVICE FEE SCHEDULE
Exhibit B..............SCOPE OF WORK
Exhibit C..............DESIGNATED LOCATIONS
Exhibit D..............DMV SERVICES SUBSCRIBER AUTHORIZATION
By signing below, the Parties agree to the terms and conditions of this Agreement together with the
attached Exhibits This Agreement contains the complete and exclusive statement of the agreement
between the Parties relating to the matters referenced herein and replaces any prior oral or written
representations or communications between the Parties Each individual signing below represents that
s/he has the requisite authority to execute this Agreement on behalf of the entity which s/he represents
and that all the necessary formalities have been met
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC CITY OF KENT,WASHINGTON
B i�7 1111. =s"/2�J� B .S d�l3
Y Y ,
B Michael Bolton Date N me itle /� � Date
Chief Operating Officer
EST
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---Rameffitle�Z V I D to
This Agreement is effective on the date of execution by the last signatory to this cover page ("Effective
Date")
STANDARD PROFESSIONAL SERVICES AGREEMENT . ......... . ..... . . . ... ..... .................. . 1
I. DEFINITIONS 3
It. GENERAL TERMS AND CONDITIONS 3
1 ATS AGREES TO PROVIDE 3
2 CUSTOMER AGREES TO PROVIDE 4
3 TERM 4
4 ASSIGNMENT 4
5 FEES AND PAYMENT 4
6 SITE SELECTION ANALYSIS 5
7 COMMUNICATION OF INFORMATION 5
8 CONFIDENTIAL INFORMATION 5
9 OWNERSHIP OF SYSTEM 5
10 INDEMNIFICATION AND INSURANCE .... .. ... . 5
11. STATE LAW TO APPLY- 6
12 DISPUTE RESOLUTION 7
13. CHANGE ORDERS 7
14. TERMINATION 7
15 AMENDMENTS TO THE AGREEMENT 8 Ai
16 LEGAL CONSTRUCTION .8 j
17. PRIOR AGREEMENT SUSPENDED 8
18 NO AGENCY 9
19 FORCE MAJEURE 9
20 TAXES 9
21 NOTICES 9
EXHIBIT A . .. 10
SERVICE FEE SCHEDULE 10
EXHIBIT B 11
SCOPE OF WORK 11
1 ATS SCOPE OF WORK 11
2 CUSTOMER SCOPE OF WORK 13
EXHIBIT D 16
DMV SERVICES SUBSCRIBER AUTHORIZATION 16
1
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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 "Business Hours" Eight(8) hours per day, Monday through Friday, excluding weekends and holidays
2 "Camera System" or "Camera" A photo-traffic monitoring device consisting of one (1) rear camera,
strobe, and traffic monitoring device capable of accurately detecting a traffic infraction on up to four (4)
contiguous lanes which records such data with one (1) or more images of such vehicle "Camera
System' shall, where the context requires, also include any enclosure or cabinet and related
appurtenances in which the equipment is stationed
3 "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 this Agreement,
setting forth in reasonable detail the proposed changes
4 "Change Order Proposal" A written statement from ATS describing the cost of the changes to the
work or addition of products or services requested by Customer in a Change Order Notice
5 "Citation" A citation or notice of 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 by Axsis
6 "Designated Location or Location" One (1) direction of travel on a road or a traffic intersection,
including up to four(4) contiguous lanes
7 "Eligible Cameras" Cameras for which ATS has been billing Customer for a minimum period of twelve
(12) months
8 "Fees" The amount payable by Customer to ATS for equipment, services, and maintenance as set
forth in Exhibit"A"
9 "Notice to Proceed' Written confirmation from Customer that ATS may proceed with the installation of
a given Camera System
10 "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
11 "Person" or "Persons" Any individual, partnership, joint venture, corporation, trust, unincorporated
association, governmental authority or political subdivision thereof or any other form of entity
12 "Project Time Line" The initial schedule and timelines required to begin the implementation of
Customer's project, as mutually agreed upon by the Parties
13 "Start Date" The first day of the month following the date on which the first Citation is issued from the
last camera installed under this Agreement, notwithstanding any Change Order Notices
14 "Violation" A failure to obey an applicable traffic law or regulation, including, without limitation,
operating a motor vehicle in excess of the posted speed limit
II. GENERAL TERMS AND CONDITIONS
1. ATS AGREES TO PROVIDE:
The scope of work identified in Exhibit B Section 1
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2. CUSTOMER AGREES TO PROVIDE:
The scope of work identified in Exhibit"13, Section 2.
3. TERM:
This Agreement shall commence upon the Effective Date and shall continue for a term of five (5) years
beginning on the first day of the month following the first issued Citation from the last installed Camera
System in the first set of approved Camera Systems to be installed ("the Start Date") The City may, at
its option, extend this Agreement for subsequent five (5) year terms by providing written notice of its
intent to renew at least thirty (30) 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
purposes, ATS may sell, assign, transfer or convey any interest in this Agreement in whole or in part
without the written consent of the Customer
5 FEES AND PAYMENT:
Customer shall pay for all equipment, services and maintenance based on the fee schedule indicated In
the Exhibit"A", Service Fee Schedule 1 0
51 Customer shall pay all Fees due ATS based upon invoices from the preceding month within thirty
(30) days of submission Late payments are subject to interest calculated at 1 5% per month on
open balances If Customer is more than sixty (60) days past due on payments to ATS, ATS
may, in its sole discretion, either (i) withhold all transfers/sweeps of violation payments to
Customer until Customer becomes current on its payments or(II) pursuant to section 3 1(II) of this
Agreement, terminate for cause for non-payment of Service Fees by Customer, provided, that
termination shall not occur in the event the Customer is providing ATS with funds collected
pursuant to section 5 2
a
52 Flexible Payment Plan During the term of the Agreement, payments by the Customer may be
made to ATS under a Flexible Payment Plan if the total funds collected by the Program are
insufficient to cover the Fees due ATS Under the Flexible Payment Plan, the Customer may
defer certain payments due and owing to ATS 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 ATS, ATS agrees to waive Its right to recovery with respect to any balance owing to
ATS at the end of that term
This Flexible Payment Plan will be applied as follows ATS will maintain an accounting of any net
balances owed ATS 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 ATS Invoice for the same
month, the Customer shall pay ATS 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
ATS invoice for the same month, the Customer shall pay ATS 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 ATS with sufficient Information about payments
received directly by the Customer or by the Courts to accurately determine the amount of funds
collected Payments due ATS shall be reconciled by applying funds collected In subsequent
months, first to the accrued balance and then to the subsequent monthly invoice If at any time
the ATS Invoices, Including any accrued balance, are fully repaid, the Customer will retain all
additional funds collected Such additional funds (whether reserved In cash or not by the
Customer) will be available to offset future ATS Invoices during the term of the Agreement
Customer agrees and understands the Flexible Payment Plan shall be applied In the aggregate
across all Installed Camera Systems and will not be applied on a per camera basis or on a per
month basis
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Example Fee of$4,750 per Camera System per month and four(4)cameras installed If dunng
Month 1 camera #1 revenue is $5,000, camera #2 revenue is $3,500, camera #3 revenue is
$6,000 and camera #4 revenue is $3,500, the total revenue from the cameras for the month is
$18,000 ATS would invoice Customer for $19,000 ($4,750 x 4 Camera Systems) However,
Customer would only be required to pay $18,000 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, ATS would invoice the Customer $20,000 (1 e , the $1,000 deficit from the prior month
plus the $19,000 monthly fee for the 4 Camera Systems) The Customer is not responsible for
any deficit balance fee at the end of the term of the Agreement
6. SITE SELECTION ANALYSIS:
Prior to performing work to install a camera system at a location or implementing the Axsis System, and
at no cost to the Customer, ATS shall conduct an analysis of each site being considered for a Camera
System For any site recommended by the Customer, and subject to prior approval by the Customer,
ATS may install a Camera System if a constructabdity analysis concludes an installation is feasible ATS
makes no representations or warranties that any violation rate estimates will be predictive of actual future
traffic violation rates If the Customer requests that ATS move a Camera System to a new Approach after
initial installation, the Customer shall pay for the costs to relocate the Camera System
7. COMMUNICATION OF INFORMATION:
ATS will comply with reasonable requests for information obtained by ATS through operation of the
Axsis System ATS reserves the right to assess a fee for such services
8. CONFIDENTIAL INFORMATION:
No information given by ATS to Customer will be of a confidential nature, unless specifically designated
in writing as proprietary and confidential by ATS However, nothing in this paragraph shall be construed
contrary to the terms and provisions of any"Open Records Act" or similar laws, insofar as they may be
applicable
9. OWNERSHIP OF SYSTEM:
It is understood by the Customer that the System being installed by ATS is, and shall remain, the sole
property of ATS, unless separately procured from ATS through a lease or purchase transaction The
System is being provided to Customer only under the terms and for the term of this Agreement
10. INDEMNIFICATION AND INSURANCE:
101 Indemnification by ATS Subject to Section 10 3, ATS agrees to indemnify the Customer and its
managers, 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 ansing out of or related to the gross negligence or willful
misconduct of ATS, its employees or agents which result in death or bodily injury to any natural
person (including third parties) or any damage to any real or tangible personal property (including
the personal property of third parties), except to the extent caused by the gross negligence or
willful misconduct of any Customer Party
102 Indemnification by Customer Subject to Section 10 3, the Customer hereby agrees to indemnify
ATS and its affiliates, shareholders or other interest holders, managers, officers, directors,
employees, agents, representatives and successors, permitted assignees and all Persons acting
by, through, under or in concert with them (individually an "ATS Party" and collectively, the "ATS
Parties") against any and all Losses which may be imposed on or incurred by any ATS Party
arising out of or related to the gross negligence or willful misconduct of 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 (i) to the extent caused by the gross negligence or
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willful misconduct of ATS; (n) any claim, action or demand (a "Claim") caused by ATS' failure to
perform its obligations under this Agreement, (iii) any Claim challenging the Customer's use of
the Axsis System, or any portion thereof, (iv) any Claim challenging the validity of the results of
the Customer's use of the Axsis System, or any portion thereof, or (v) any Claim challenging the
validity of the Citations issued, prosecuted and collected as a result of the Customer's use of the
Axsis System, or any portion thereof
103 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 maternal rights or material interests without
such Party's prior written consent, which consent shall not be unreasonably withheld or delayed
104 Insurance ATS shall maintain the following minimum scope and limits of insurance
104 1 Commercial General Liability Insurance including coverage for bodily injury, property
damage, premises and operations, products/completed operations, personal and
advertising injury, and contractual liability with a combined single limit of$1,000,000 per
occurrence
104.2 Workers' Compensation as required by applicable state law, and Employer's Liability
Insurance with limits of not less than $500,000 each accident ATS shall at all times
maintain Worker's Compensation insurance coverage in the amounts required by law, but
shall not be required to provide such coverage for any actual or statutory employee of
Customer
1043 Comprehensive Business Automobile Liability Insurance for all owned, non-owned and
hired automobiles and other vehicles used by ATS with a minimum $1,000,000 per
occurrence combined single limit bodily injury and property damage
1044 The Customer and its officers and employees, shall be named as additional insured on
the comprehensive general liability policies provided by ATS under this Agreement ATS
shall require any subcontractors doing work under this Agreement to provide and
maintain the same insurance, which insurance shall also name the Customer and its
officers, employees, and authorized volunteers as additional insureds
1045 Certificates showing ATS is carrying the above described insurance, and evidencing the
additional insured status specified above, shall be furnished to the Customer within thirty
(30) calendar days after the Effective Date of this Agreement Such certificates shall
show that the Customer will be notified in accordance with the policy language relating to
cancellations of such insurance policies ATS shall forthwith obtain substitute insurance
in the event of a cancellation
1046 The Customer shall be responsible for vehicle insurance coverage on any vehicles driven
by Customer employees Coverage will include Inability and collision damage
105 Limited Liability 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. STATE LAW TO APPLY:
This Agreement shall be construed under and in accordance with the laws of the State of Washington
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12. DISPUTE RESOLUTION:
All disputes shall be resolved within the jurisdiction of the state of Washington Each Party shall be
solely responsible for its own costs and attorney's fees in resolving disputes Each party waives the
right to a jury trial The Parties may utilize mediation and or arbitration to resolve conflicts by mutual
written agreement
13. CHANGE ORDERS:
The Customer may from time to time request changes to the work required to be performed or the
addition of products or services to those required to the terms of this Agreement by providing a Change
Order Notice" Upon ATS' receipt of a Change Order Notice, ATS shall deliver a written statement
describing the cost, if any (the "Change Order Proposal") Following the Customer's receipt of the
Change Order Proposal, the Parties shall negotiate in good faith and agree to a plan and schedule for
implementation of the proposed changes, the time, manner and amount of payment or price increases
or decreases, as the case may be, and any other matters relating to the proposed changes In the
event that any proposed change involves only the addition of equipment or services to the existing
locations or the addition of new sites to be covered by the terms of this Agreement, to the maximum
extent applicable, the pricing terms set forth in Exhibit A shall govern Any failure of the Parties to
reach agreement with respect to any of the foregoing as a result of any proposed changes shall not be
deemed to be a breach of this Agreement, and any disagreement shall be resolved in accordance with
Section 12 ("Dispute Resolution") of this Agreement Such Change Order shall not invalidate the
procurement process or this Agreement nor relieve or release ATS or the Customer of any of its
obligations under this Agreement unless stated therein
14. TERMINATION:
14 1 ATS' services may be terminated
(i) By mutual written consent of the Parties, or
(u) By the failure of either Party to meet its obligations under this Agreement, provided that the
Party failing to meet its obligations shall have up to 30 calendar days to cure the failure, and
provided further, that in the event ATS fails to meet its obligations under this Agreement, the
Customer shall be relieved of payment for the services of ATS during the time of failure
(iu) For Legal Reasons, by either Party in the event the Customer's use of speed cameras is
rendered unlawful or impractical pursuant to applicable state or federal law and after the
exhaustion of all reasonable legal action by the Customer and ATS seeking to overturn the
court order or state or federal legislation that rendered the use of cameras unlawful or
impractical However, the Customer shall have no obligation to pay ATS a fee for any period
when it is unlawful or impractical to issue Citations, unless a Court places a stay of
implementation on the legal action or new law The term of the Agreement shall be
suspended during any period in which the Customer is not obligated to pay ATS and such
time period shall be added to the term of the Agreement once it becomes lawful or practical
for the Customer to issue Citations In the event of termination pursuant to this subsection
14 1(111), the Parties shall take the following actions set forth in Subsection 14 2 below, which
survive termination during the wind-down period This subsection 14 1(111) shall not apply to
this Agreement or any Camera Systems grandfathered under state or federal legislation For
the purposes of this section, "impractical" includes but is not limited to an instance in which
court or legislative action makes the use of the equipment and services provided in this
Agreement less than cost neutral for the Customer after taking into consideration the total
cost to the Customer of utilizing the equipment and services of ATS
(iv) In the event that ATS is unable to directly file infractions into Washington's Judicial
Information Services (JIS)
(v) In the event of Termination by ATS under this subsection for breach by Customer, Customer
shall reimburse ATS' documented unrecovered costs of installation and equipment
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142 Upon termination of this Agreement, either for cause, except for termination by ATS for non-
payment, or because it has reached the end of Its term, the Parties recognize that the Customer
will have to process Violations in the "pipeline", and that ATS accordingly must assist the
Customer in this regard Accordingly, the Parties shall fake the following actions and shall have
the following obligations, which survive termination during the wind-down period
(i) The Customer shall cease using the Axsis System to capture Violations
(n) Unless it is unlawful to do so, ATS shall, for a period of ninety (90) days, continue to process
all images taken by the Customer before termination and provide all services associated with
processing in accordance with this Agreement and shall be entitled to its monthly fees
(iii) The Customer shall return or allow ATS to recover all provided equipment within a
reasonable time not to exceed ninety(90) days
(iv) If ATS recovers the provided equipment, ATS shall remove any and all equipment or other
materials ATS installed in connection with ATS' performance of its obligations under this
Agreement, at no cost to the Customer, including but not limited to housings, poles and
Camera Systems ATS 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 shall be left approximately flush with grade with no exposed bolts,
or other hazards Installed underground conduit and other equipment shall not be required to
be removed However, if this Agreement is terminated for cause by ATS then Customer shall
pay ATS the costs of removal and Customer shall be responsible for restoring the Camera
System site
14 3 In the event of termination by ATS for non-payment of Service Fees by Customer, ATS shall
cease processing violations as of the date of termination
15. AMENDMENTS TO THE AGREEMENT:
The Parties may from time to time consider it in their best interest to modify or extend terms, conditions
or covenants of this Agreement, require modifications in the Scope of Services to be performed, or
request the performance of additional services regardless of and without invalidating the process that
was used to procure the services enumerated under this Agreement If modifications result in additional
costs to Customer, ATS will provide a written estimate of such Any such addition, deletion, extension
or modification, including any increase or decrease in the amount of ATS' compensation, which are
mutually agreed upon by and between the Customer and ATS shall be incorporated in written
amendments (herein "Amendments") to this Agreement Such Amendments shall not invalidate the
procurement process or this Agreement nor relieve or release ATS or the Customer of any of its
obligations under this Agreement unless stated therein
16. 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
17. PRIOR AGREEMENT SUSPENDED:
This Agreement constitutes the sole and only agreement of the Parties and supersedes any prior
understanding, written or oral, between the Parties respecting the written subject matter
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18. NO AGENCY:
ATS is an Independent contractor providing services to the Customer and the employees, agents and
servants of ATS shall in no event be considered to be the employees, agents or servants of the
Customer This Agreement is not Intended to create an agency relationship between ATS and
Customer
19. 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 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 The Party whose performance is affected agrees to notify
the other promptly of the existence and nature of any delay
20. TAXES:
At the time of execution of this Agreement, it is the understanding of the Parties that ATS' services
provided hereunder are not subject to federal, state or local taxes including but not limited to excise,
sales, use, property or similar taxes or charges The Customer agrees to reimburse ATS for any such
tax or charge if charged against ATS If incurred, such taxes or charges may be invoiced at any time
21. NOTICES:
Any notices or demand which, under the terms of this Agreement or under any statute, must or may be
given or made by ATS or Customer shall be in writing and shall be given or made by personal service,
telegram, first class mail, FedEx, or by certified or registered mail to the Parties at the following
address
City of Kent,Washington American Traffic Solutions, Inc
220 Fourth Avenue S 1330 West Southern Avenue
Kent, Washington 98032 Tempe,Arizona 85282
Attn City Attorney Attn Legal Department
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EXHIBIT A
SERVICE FEE SCHEDULE
1 0 Description of Pricing Fee
Fee is per Camera System per month as follows
Service Fees: Service Fee Includes all costs required and associated with one $4,750
rear-only Camera System Installation, maintenance, and on-going field and back-
office operations Includes speed safety camera equipment for a 4-lane location,
Installation, maintenance, violation processing services, DMV records access, First
Class mailing of notice of violation with return envelope, mailing of second notice
(as needed), lockbox and e-payment processing services, excluding user
convenience fee, IVR call center support for general program questions and public
awareness program support The fee specified herein ($4,750) shall be paid on a
monthly basis as provided in the Agreement, provided, there shall be no fee for the
months of July and August of each year, and the fee shall be reduced by one-third
for the month of December
20 Optional Collection Services:
ATS may initiate collection efforts of delinquent notices upon written request by Customer, so
long as collection of said recovered revenue amounts does not conflict with State Law ATS
will be entitled to receive portions of the collected revenue as noted below The maximum is
30% total for both pre-collection and collection For those accounts in default that go to
collection, this is in addition to our Fees noted above
Pre-Collection Letters 10% of Recovered Revenue
Delinquent Collections Services 30% of Recovered Revenue
In the event that Customer elects to have ATS provide collections services, Customer shall so
notify ATS in writing Customer agrees that, once ATS' collections services are elected,
Customer may not utilize another vendor for these collections services without prior written
consent from ATS through an amendment to this Agreement
30 _Optional Annual Training Conference: ATS provides a comprehensive user training
conference (the "Conference") for active photo traffic safety and enforcement clients The
Conference's main focus is training of the system Core elements include training on
implementation methods and improvements, operational monitoring and improvements,
statistical analysis, public relations and technology assessment The sessions include
participation by industry members, industry speakers and panel discussions The Conference
will be held in the Phoenix Metropolitan area Customer shall be invoiced $100 per month per
attendee and can assign up to three (3) protect team members to attend the Conference each
year The $1,200 fee per attendee will cover travel, accommodations and all related
Conference fees
40 Optional Public Relations Services: ATS may provide additional public relations services
upon written request by Customer These services may include advertising, media relations,
and public relations consultants The fee for such services shall be mutually agreed upon
based on the scope of the public relations services to be provided
5.0 Banking Fees: ATS may provide lockbox, e-payment, or other financial services The fee for
such services shall be mutually agreed upon based on the scope of the services to be
provided
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EXHIBIT B
SCOPE OF WORK
1. ATS SCOPE OF WORK
1.1 ATS IMPLEMENTATION
1 11 ATS will furnish a safety camera system to allow for the enforcement of speeding
violations at various locations The fixed speed camera system shall consist of a single
camera system covering at least four (4) lanes in two (2) directions of travel The
Customer shall be responsible for moving the camera system from one location to
another If the Customer requires the camera system to be installed in a vehicle, the
vehicle must conform to ATS installation requirements and be installed by an ATS
approved installer Customer shall be responsible for providing the vehicle The vehicle
shall be titled and remain the property of the Customer and the camera equipment will
remain the property of ATS The Customer will be responsible for fuel as well as routine
maintenance (such as oil changes, tire replacement, etc) and routine service on the
vehicle itself, provided however that ATS will repair, maintain, service and replace as
necessary all camera equipment on the vehicle The Customer will add the vehicle and
the equipment contained therein to its fleet insurance and general liability policies
1 12 The Customer and ATS will complete the Project Time Line within thirty (30) days of
Agreement execution date, unless mutually agreed to otherwise by the Parties ATS
agrees to make every effort to adhere to the Project Time Line
1 1 3 Client will enforce speed violations using ATS Camera System(s) at a number of
locations to be mutually agreed upon between ATS and the Customer after completion of
Speed Site Selection Analysis, In addition to any initial Locations, the Parties may agree
to add to the quantities and Locations where Camera System(s) are installed and
maintained
114 ATS' in-house Communications Department will assist the Customer with public
information content and outreach campaign strategies Depending upon the mutually
agreed-upon strategy, ATS may provide public relations consultants, advertising, or
media relations for an additional fee as described in Exhibit A, Service Fee Schedule
1 15 ATS agrees to provide a secure website (www violationinfo com) accessible to Owners
who have received Notices of Violation by means of a Notice#and PIN, which will allow
Violation image and video viewing As part of the secure website, ATS will provide a
Frequently Asked Questions (F A Q) page ATS will operate this secure website on a 24-
hour basis, barring downtime for maintenance, normal servicing activities, or other
unforeseen instances (i e , acts of God, etc)
1 16 ATS will provide technician site visits to each Camera System, as needed to perform
preventive maintenance checks consisting of camera enclosure lens cleaning, camera,
strobe and controller enclosure cleaning, inspection of exposed wires, and, general
system inspections and maintenance
1 17 ATS shall take reasonable best efforts to repair a non-functional Camera System within
seventy-two (72) business hours of determination of a malfunction, except for those
causes of Force Maleure as outlined in Section 18 in the General Terms and Conditions
of this Agreement
1 18 For any customer using ATS lockbox or epayment services, ATS will establish a
dedicated demand deposit account If Customer is more than sixty(60) days past due on
payments to ATS, ATS may withhold all transfers/sweeps of violation payments to
Customer until Customer becomes current on its payments One time setup, monthly
merchant account servicing costs and nonsufficient funds fees shall be billed through to
the Customer monthly
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1 1 9 ATS is authorized to charge, collect and retain a convenience fee of $4 00 for each
electronic payment processed Such fee is paid by the violator
1.2 ATS OPERATIONS
1 2 1 If a warning period is required, ATS shall provide the Customer with a one-time warning
period up to thirty (30) days in length following the installation and activation of the first
installed Camera System in a particular school zone Customer shall not be charged a
fee for the warning period, however for any warning period exceeding thirty(30) days the
Customer shall be responsible for the normal monthly Service Fee
1 2 2 ATS shall provide the Customer with an automated web-based Citation processing
system (Axsis) including image processing, first notice printing and mailing of Citation or
notice of violation per chargeable event and a mailing of a text only reminder notice, a
hearing scheduled letter, a hearing denied letter, an insufficient information letter, and a
dismiss letter Each Citation or notice of violation shall be delivered by First Class mail to
the Owner within the statutory period In the case of a transfer of liability by the Owner,
ATS may also mail a Citation or notice of violation to the driver identified in the affidavit of
non-liability or by rental car companies Costs of certified mailings are priced separately
and paid by the Customer for additional compensation to ATS as agreed upon by the
Parties
1 2 3 Subsequent notices, other than those specified in subsection 1 2 2 may be delivered by
First Class or other mail means for additional compensation to ATS as agreed upon by
the Parties
1 2 4 ATS shall apply an electronic signature to the Citation when authorized to do so by an
approving law enforcement officer
1 2 5 ATS shall seek records from out-of-state vehicle registration databases and use such
records to issue Notices of Violation for the Customer according to each pricing option
ATS assumes this responsibility as a named Customer's agent by signing of DMV
Services Subscriber Authorization found in Exhibit D of this Agreement ATS reserves
the right to mail Notices of Violation 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 6 If Customer is unable to or does not desire to integrate ATS data to its adjudication
system, ATS shall provide one on-line adjudication processing module, which will enable
the adjudication function to review cases, related images, up to six (6) correspondences,
and other related information required to adjudicate the disputed Violation 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 ATS data to the adjudication system are
the responsibility of the Customer
1 2 7 The Axsis System shall provide the Customer with the ability to run and print standard
system reports For any reports not readily available from the Axsis System, ATS shall
provide a cost estimate to the Customer for providing such services
1 2 S Upon ATS' receipt of a written request from the Customer at least fourteen (14) calendar
days in advance of a court proceeding, and if required by the Court or prosecutor, ATS
shall provide the Customer with or train a local expert witness to testify in Court on
matters relating to the accuracy, technical operations, and effectiveness of the Axsis
System until judicial notice is taken Customer shall use its best efforts to obtain judicial
notice as soon as possible ATS shall provide the Customer with radar
certifications, if applicable, or other any other required equipment
certifications, in order to establish the admissibility of speed determinations
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prior to the date each radar is operated, and upon the recertification of any
radar equipment
1 2 9 In those Instances where damage to a Camera System (or sensors where approved) is
caused by (i) negligence on the part of ATS or Its authorized agent(s), (il) negligence or
recklessness on the part of a driver or other person (except for City employees), (ili)
vandalism, or (iv) severe weather or acts of God, ATS shall bear the cost of repair For
all other causes of damage, Customer shall reimburse ATS for the cost of repair
1210 ATS shall provide a help-line to assist the Customer with resolving any problems
encountered regarding its Camera System and/or Citation processing The help-line shall
function during normal business hours
1 211 As part of its Camera System, ATS shall provide violators with the ability to view
Violations online This online viewing system shall include a link to the ATS payment
website(s) and may offer the opportunity to download an affidavit of non-liability online
Online obtained affidavits, if approved by the Court, may be directed to and processed by
ATS and communicated to the Court via the Axsis transfer described above
1212 For video retrievals requested by Customer unrelated to enforcement of a Violation,
including but not limited to investigation of a criminal matter, ATS will provide up to 2
video retrievals per month at no cost to Customer For each additional video retrieval,
Customer shall pay a fee, pursuant to Exhibit A ("Video Retrieval Fee")
2. CUSTOMER SCOPE OF WORK
2.1 GENERAL IMPLEMENTATION REQUIREMENTS
21 1 Within seven (7) business days of the Effective Date of this Agreement the Customer
shall provide ATS with the name, title, mailing address, email address and phone number
Of
o a protect 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 City Attorney
o The Finance contact(who gets the invoices and will be in charge of reconciliation)
o The IT person for the police
o The IT person for the courts
o The Public Works and/or Engineering contact responsible for issuing anylall permits
for construction
2 1 2 Within seven (7) business days of the Effective Date of this Agreement, the Customer
shall provide ATS with the name and contact information for a Municipal Court manager
responsible for oversight of all Court-related program requirements.
21 3 The Customer and ATS shall complete the Project Time Line within thirty (30) calendar
days of the Effective Date of this Agreement, unless mutually agreed to otherwise by the
Parties The Customer shall make every effort to adhere to the Protect Time Line
2 1 4 The Customer shall direct the Chief of Police or approved alternate to execute the ATS
DMV Services Subscriber Authorization (Exhibit D) to provide verification to the State
Department of Motor Vehicles, National Law Enforcement Telecommunications System,
or appropriate authority indicating that ATS is acting on behalf of the Customer for the
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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
21 5 The Customer is responsible for notifying ATS of any ordinance changes in writing within
forty-eight (48) hours of the first read of the proposed ordinance ATS will not be
responsible for any damages if not notified within the required time
2 1 6 The Customer is responsible for all final jurisdictional issues
21 7 Once a Notice to Proceed is granted to ATS in writing or by email, the Customer shall not
issue a stop work order to suspend activity on the implementation process, unless
Customer reimburses ATS for costs incurred up to the date the stop work order is issued
21 8 Customer will design, fabricate, install and maintain photo enforcement warning signs If
Customer cannot provide such signage, ATS will do so and Customer shall reimburse
ATS for such costs
21 9 If Customer does not provide payment processing services, Customer shall use ATS
payment processing services The fees for lockbox and epayment services are presented
in Exhibit A
21 10 Customer shall provide a judge or hearing officer and court facilities to schedule and hear
disputed Citations
21 11 Customer shall provide the specific text required to be placed on the Citation or notice of
violation to be issued by ATS within thirty (30) days of the Effective Date of this
Agreement
21 12 Customer shall approve the Citation or notice of violation form within fifteen (15) days of
receipt from ATS ATS reserves the right to make non-substantive formatting or
incidental changes to the Citation or notice of violation without approval by Customer
21 13 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 ATS or Axsis
technology and processes to websites and/or toll free telephone numbers provided by
ATS for that purpose
21 14 Within ten (10) days after expiration of a second notice, Customer shall pursue
delinquent collections of unpaid notices with an existing contractor or ATS
2.2 INFORMATION TECHNOLOGY DEPARTMENT OPERATIONS
2 2 1 In the event that remote access to the ATS Axsis System is blocked by Customer
network security infrastructure, the Customer's Department of Information Technology
shall coordinate with ATS to facilitate appropriate communications while maintaining
required security measures
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EXHIBIT C
DESIGNATED LOCATIONS
Implementation and installation at any location is subject to Site Selection Analysis and engineering
results and must be mutually agreed to by the parties Additional locations may be selected in addition to
first phase implementation and may be selected based on Site Selection analysis, collision history, input,
community safety, recommendations from Customer and engineering feasibility assessment Camera
installations will be based on mutual agreement by Customer and ATS Customer will provide ATS with
written notice to proceed on the installation of any Camera System within thirty (30) days of the Effective
Date for all locations designated hereon This program may be implemented at additional locations The
locations will be designated by the Customer, which designation will be based upon Police Department
Staff review and an engineering analysis
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5/14/2013 8 55 PM City of Kent,Washington
EXHIBIT D
DMV SERVICES SUBSCRIBER AUTHORIZATION
Agency ORI
DATE
Niels
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 a Agreement to perform automated enforcement
between and American Traffic Solutions, Inc is or will be enacted
and will be or is in force As a requirement of and in performance of that Agreement between
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 AGENCY ORI for this function
SUBSCRIBER INFORMATION
Subscriber Agency/Name
Nlets Agency ORI
Name/Title of Authorized
Representative
Mailing Address
Telephone Fax
Email
Signature of Authorized
Representative
3
Date Signed
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5/14/2013 8 55 PM City of Kent,Washington
REQUEST FOR MAYOR'S SIGNATURE
KENT Please Fill in All Applicable Boxes
Reviewed by Director
Originator's Name: Kim Komoto De t/Div. Law Extension: 5788
Date Sent: May 23, 2013 Date Required: May 28, 2013
Return to: Kim Komoto CONTRACT TERMINATION DATE: lu
VENDOR: American Traffic DATE OF COUNCIL APPROVA : May 21, 2013
Solutions Inc
ATTACH THE COUNCIL MOTION SHEET FOR THE MAYOR - if applicable
Brief Explanation of Document:
Five year Professional Services Agreement with American Traffic Solutions, Inc., for
implementation of the School Zone Traffic Safety Camera program. The cost is $4,750
for each camera. The cost is inclusive of all installation and maintenance costs, as well
as infraction processing costs. The contract has financial protections for the City,
including a deferral and forgiveness of payment in the event the City's program does
not collect enough infraction proceeds to cover the cost of the contract, and termination
in the event legislation or court ruling makes the program illegal or im r The
contract also allows the City to move the cameras, at City expg �� &' ns if
the desired level of safety is achieved at a particular school o
All Contracts Must Be Routed Through The Law Depz`'&tent
(This area to be completed by the Law Department) C1`' ul
f tie \jlay�
Cffi1Ce
Received: , ? ? f 0
Approval of Law Dept.:
Law Dept. Comments:
i
PT
Date Forwarded to Mayor: 7�Z�t�� ' !�
Shaded Areas To Be Completed By Administration Staff
Received: 5h0}8 RECEIVED
Recommendations and Comments: MAY 3 0 2m
Disposition: C6� s O"OFKW
CITY CLERK
Date Returned: