HomeMy WebLinkAboutPD13-091 - Amendment - #1 - American Traffic Solutions, Inc. (ATS) - School Zone Traffic Safety Cameras - 06/30/2015 Records M A ; a
KENT �3 WABHINOTOH %g f Document
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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:
JD Edwards Number
Contract Number: f1 Oq (110, �
This is assigned by City Clerk's Office
Project Name: School Zone Traffic Safety Cameras
Description: ❑ Interlocal Agreement ❑ Change Order Z Amendment ❑ Contract
❑ Other:
Contract Effective Date: Termination Date: Notice
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: Sheila Knapp Department: Police
Contract Amount:
Approval Authority: (CIRCLE ONE) Department Director Mayor City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
As of: 08/27/14
FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
This First Amendment ("First Amendment") is dated and effective as of the date of final
execution, as evidenced below (the "Effective Date"), and is entered into between American Traffic
Solutions, Inc. ("ATS"), a Kansas corporation with its principal place of business at 1330 West Southern
Ave, Tempe, Arizona 85282, and the City of Kent("City'). a Washington State municipality.
RECITALS
WHEREAS, City and ATS entered into a Professional Services Agreement dated May 30, 2013
("Agreement");
WHEREAS, Section 15 of the Agreement provides that changes to services or scope and
additional systems and services may be added to this agreement by mutual consent of the parties by
written addendum to the Agreement; and
WHEREAS, City and ATS mutually desire to amend the terms and conditions of the
Agreement,
TERMS AND CONDITIONS
NOW, THEREFORE, the parties agree to supplement and amend the Agreement as follows:
1, Section 7 Communication of Information shall be amended as follows:
7. COMMUNICATION OF INFORMATION AND PUBLIC RECORDS ASSISTANCE:
ATS will comply with reasonable requests for information obtained by ATS through operation of
the Axsls system. ATS r s the right to c c fee fGF ,UGh S . ATS recognizes
Customer is subject to the requirements of the Washington Public Records Act(Ch 42,56 RCW)
ATS also recognizes that with the exception of a $ 16 per page fee for paper copies that are
Produced, Customer Is unable to charge a fee to any person who makes a request for records
pursuant to the Public Records Act ATS agrees it shall assist Customer by producina Public
Records in the control of ATS and will not charge Customer a fee of any kind for producing
records in accordance with the Public Records Act, whether such requests for Public records is
received by ATS or Customer.
2. Section 8 Confidential Information shall be amended as follows;
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 of any "Open ReGGFds ^^"' the Public Records Act (Ch.
42.56 RCW)or similar laws, insofar as they may be applicable.
3. Section 10 Indemnification and Insurance shall be amended as follows:
10. INDEMNIFICATION AND INSURANCE:
10.1 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 arising 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. In addition. ATS shall fully indemnify, defend. and hold
harmless Customer and any of its officers or employees In the event of any material breach In the
security of its web-based or other computer based services or theft or Unlawful use of any
information of any Person who is issued a Citation unless such breach is found by a court of
competent jurisdiction to be a result of gross negligence or intentional misconduct on the part of
Customer.
4. Section 14 Termination shall be amended as follows:
14. TERMINATION:
14.1 ATS' services may be terminated:
(i) By mutual written consent of the Parties; or
(ii) 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 and provided further in the
event of termination by ATS under this subsection for breach by Customer
Customer shall reimburse ATS' documented unrecoverable costs of installation
and equipment.
(Ili) 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, or the issuance, processing or
prosecution of citations unlawful or impractical; provided. Customer shall have no
obligation to take action seeking changes to federal or state legislation or rules.
However, the Customer shall have no obligation to pay ATS a fee for any period
when it is unlawful or Impractical to issue, process, or Prosecute 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 aay the 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 in the event, through legal action or legislative
action taken within 365 days of the Passage of the original legislation which
rendered it unlawful or impractical, it becomes lawful or practical for the
Customer to issue process or prosecute Citations. In the event of termination
pursuant to this subsection 14.1(iii), 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(iii) shall not apply to this Agreement or any
Camera Systems to the extent this Agreement or Camera Systems are
grandfathered under state or federal legislation. For the purposes of this section,
"impractical" includes but-is-not-limited--to, the inability of Customer and ATS to
Process citations, the inability of the Customer to process or Prosecute violations,
or 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\ event-0f—Termination by 6TC I RdPF thIR 6111198PG14GI fBF_bra h V. I,
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GustemeF. Gustorne.r shall h ATS' documented unrechl
installatie^ ^T.
fvLYCustomer for reasons other than those stated in Subsections (1) —(iv) with
90 days advanced written notice to ATSk provided in the event of termination by
Customer Pursuant to this subsection (v) Customer shall pays ATS an early
termination fee based on a price of$120 000 per Camera System amortized over
sixty (60) months on a straight-line basis The amortization schedule for said
costs shall be reduced by 1/60th for each month each Camera System has been
operational Said another way, for every month a camera has been operational
$2,000 will be subtracted from the total $120 000 early termination fee for each
Camera System Example: Customer signs Agreement in March of year 1 and
installs one (1) Camera System that same month Customer terminates the
Agreement Pursuant to this subsection in January of year 5 Fifty-eight (58) of
the six v (60) months having been depreciated, and Customer would owe ATS
000($2.000 x 2)as an early termination fee
5. Exhibit"B"—Scope of Work, Section 1.1.7 shall be amended as follows:
1.1.7 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 Majeure as outlined in Section 18 19 in the General Terms and Conditions of this
Agreement, For each 24'hour period in excess of 72 hours that a Camera System remains non-
functional ATS will credit Customer 1/30 of the monthly fee chargeable to that
System Customer shall not be obligated to Pay ATS for any period in which web access is non-
functional and the non-functionality of the web access is the responsibility of ATS.
6. Exhibit "B" — Scope of Work, Section 1.2 ATS Operations shall be amended, but only as
follows:
1.2.4 ATS shall apply an electronic signature to the Citation when authorized to do so by an
approving law enforcement officer. The Citation or notice of infraction shall be deemed issued by
the citing officer upon the citing officer affixing his or her signature by electronically approving the,
Citation Affixing the signature by electronically approving the Citation shall be deemed an order
by the signing officer for ATS to take administrative steps to file the Infraction with the court and
serve the Citation on the registered owner, Once the officer efflxes his or hersianature by
electronically approving the Citation/notice of infraction ATS shall have no discretion in film the
Citation/notice of infraction with the Court and serving the Citation on the registered owner as
directed.
1.2.5 ATS shall seek records from out-of-state vehicle registration databases and use such
records to issue send Notices of Violation for the at the Customer's direction 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. It shall remain
the sole responsibility of the officer issuing the Citation to confirm who the registered owner of the
vehicle is prior to the issuance of the Citation. Such confirmation shall occur prior to the issuance
of the Citation and confirmation shall be deemed performed by the issuance of the Citation
7, Pursuant to the provisions set forth under Exhibit "C — Designated Locations, additional
cameras shall be installed at the following locations (each, an "Additional Camera' and
collectively, the"Additional Cameras"):
Meridian Elementary, 25621 140th Ave SE
• EB on SE 256"St
• WB on SE 2561h St
Millennium Elementary, 11919 SE 270th St
• NB on 1241h Ave SE
• SB on 1241h Ave SE
The Service Fees for the Additional Cameras shall be as set forth under Section 5 of the
Agreement, and shall begin on the first day of the month following the first issued Citation from
each Additional Camera.
8. All other terms and conditions of the Agreement not expressly modified by this First
Amendment shall remain in full force and effect. In the event of a conflict between the terms of
this First Amendment and the Agreement, the terms of this First Amendment shall prevail. All
representations and promises made by any party to another, whether in writing or orally,
concerning the subject matter of this First Amendment are merged into this First Amendment.
9. This First Amendment may be executed in one or more counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and the same
instrument. City and ATS each represents and warrants that the representative signing this
First Amendment on its behalf has all right and authority to bind and commit that party to the
terms and conditions of this First Amendment.
IN WITNESS WHEREOF, the parties have executed this First Amendment as of the Effective
Date,
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC. CITY OF KENT.WASHINGTON
By: ! /
-OWIM Robert Date Nam /Title Date
President& Chief Operating Officer j M[
1
ATTEST:
Name(T' D
REQUEST FOR MAYOR'S SIGNATURE
Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
Approved by Director
Originator: Kim Komoto Phone (Originator): 57B8
Date Sent:E130/15 Date Required:ASAP
Return Signed Document to: Kim Komoto Contract Termination Date: Notice
VENDOR NAME: Date Finance Notified:
(Only required on contracts 4/21/15
10 000 and over or on an Grant
DATE OF COUNCIL APPROVAL: Date Risk Manager Notified:4/21/15
April 21,2015 (Required on Non-City Standard Contracts/A reements
Has this Document been Specifically Account Number: 16402256
Authorized in the Budget? � YES � NO
Brief Explanation of Document:
First Amendment to Professional Services Agreement for the addition of school zone traffic safety
cameras to two additional elementary schools
All Contracts Must Be Routed Through The Law Department
(This area to be completed by the Law Department)
Received:
Approval of Law Dept.: l ,
F {
Law De t. Comments x "fi{
Date Forwarded to Mayor:
Shaded Areas To Be Completed By Administration Staff
Received:
.Recommendations and Comments; �� •; ; �
_ F
9
Disposition:
Date Returned:
a: t
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