HomeMy WebLinkAboutContract 35646 CITY SECRETARY
CONTRACT NO.
THE STATE OF TEXAS § Automated Red Light Program Services
Contract and Right of Way Use Agreement
COUNTY OF TARRANT §
This Contract is entered into this day of 007 by and between
American Traffic Solutions, Inc. ("Contractor" or "ATS"), Arizona corporation duly
authorized to do business in Texas with principal place of business at 14861 north
Scottsdale Road, Suite 109, Arizona and the City of Fort Worth, Texas, a municipal
corporation of the State of Texas ("City") acting by and through its City Manager of his
designee, for the provision of services for a digital video and photographic traffic
monitoring system
WITNESSETH:
WHEREAS, City is concerned about intersection red light violations that create
dangerous intersections that are contrary to the health and safety of Fort
Worth citizens; and
WHEREAS, Contractor has knowledge, possession and ownership of certain
equipment, licenses, applications, and notice of violation processes related
to automated digital photo red light enforcement systems; and
WHEREAS, City has an Interlocal Cooperative Purchasing Agreement with the City of
Arlington as permitted by Texas Local Government Code Chapter 271
which authorizes each city to utilize the other's competitively bid
contracts for goods and services; and
WHEREAS, The City desires to engage the services of Contractor through its
competitively bid agreement with the City of Arlington to provide certain
equipment, processes and office services so that the City may monitor,
identify and enforce red light running violations through civil penalties
prescribed under City Ordinances and in accordance with state law as it
may be amended from time to time; and
WHEREAS, it is a mutual objective of Contractor and City to reduce the incidence of
vehicle collisions at intersections; NOW THEREFORE
THAT IN CONSIDERATION of the mutual covenants contained herein, and for
other valuable consideration received, the receipt and sufficiency of which are hereby
acknowledge, the parties agree as follows:
1.
CONTRACTOR
Contractor will perform as an independent contractor all services under this
Contract to the prevailing highest standards consistent with the level of car a S';'"
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CFW&ATS
RED LIGHT ENFORCEMENT
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ordinarily exercised by members of its industry, both public and private, currently
practicing in the same industry under similar conditions, including reasonable, informed
judgments and prompt, timely action. Contractor re-presents that it has special expertise
in digital video and photographic traffic monitoring systems including a comprehensive
digital red light photographic enforcement program systems.
2.
CONTRACT DOCUMENTS
Contractor and City agree and contract that all terms, rights, duties and
obligations in regard to this Contract for the provision of the services and right of way
use shall be in accordance with the City of Arlington Request for Proposal No. 06-0149,
"Request for Proposal for Digital Red Light Photo Enforcement Program" (RFP) along
with any RFP amendments, Contractor's proposal submitted in response to the RFP, and
this Contract. All of these documents shall constitute the "Contract Documents" and are
hereby incorporated herein in their entirety as if written word for word. In the event of
conflict between any documents, resolution of conflict shall be made by ranking the
documents in the following order,highest rank first:
- Applicable Texas statutes, laws, rules, regulations, and Texas Attorney General
Opinions as interpreted and applied by the City Attorney
- The Automated Red Light Enforcement Article of the Motor Vehicles and
Traffic Chapter of the Code of the City of Fort Worth, Texas, and any other
applicable City Ordinances
- This Agreement
- Contractor's response to City of Arlington RFP 06-0149
- City of Arlington RFP 06-0149, as amended
3.
TERM
The term of this Contract shall commence as of the date above after Fort Worth
City Council Approval and shall continue for a period of five (5) years, unless terminated
in accordance with the provisions of this Contract. The Contractor shall have the right to
seek City approval to extend the term of this Agreement for two renewal periods of three
3 ears each subject to the City Manager's sole discretion. Contractor must give notice
to the City Manager of the desire to extend for any three year renewal period by
providing written notice to City not less than six months prior to the last day of the initial
term or the renewal term as the case may be.
4.
DEFNITIONS
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� 1
"Agreement or Contract" means this Contract between ATS and City, including Exhibit
"A" Scope of Services, Exhibit `B" Right of Way Use Conditions, Exhibit "C"
Performance Bond Form, and any written amendments authorized by City.
"Approach" means one direction of travel of up to four contiguous lanes on a road or a
traffic intersection.
"ATS System or Contractor System or System" means, collectively, the digital video and
photograph red light photo enforcement system and all of the other equipment,
applications, support office processes and digital red light traffic enforcement cameras,
sensors, components, products, software and other tangible and intangible property
relating thereto except for any right of way of the City of State.
"Authorized Officer or City Project Manager or Project Manager" means the Traffic
Engineer of the Department of Transportation and Public Works or such other individual
as the City may designate to manage the red light program.
"Contractor Project Manager" means the project manager appointed by ATS, which
project manager shall initially be Justin Dole or such person, as ATS shall designate by
providing written notice thereof to the City. The Contractor Project Manager shall be
responsible for overseeing the construction and installation of the designated intersection
approaches and implementation of the Program, and who shall have the power and
authority to make management decision.
"Electronic Signature" means the method through which the Authorized Officer or his/her
designee indicates his or her approval of the issuance of a notice of violation using the
System.
"Enforcement Documentation" means the necessary and appropriate documentation
related to the automated red light program in accordance with City ordinances and the
City Project Manager, including but not limited to warning letters, notices of violations
(using City specifications), a numbering sequence for use on all violations, instructions to
accompany each issued notice of violation(including in such instructions a description of
basic adjudication procedures, payment options and information regarding the viewing of
images and data collected by the Contractor System), chain of custody records, criteria
regarding operational policies for processing Citations (including coordinating
documentation with the Department of Motor Vehicles), and technical support
documentation for adjudication personnel.
"Equipment" means any and all cameras, sensors, equipment, components, products,
software and other tangible and intangible property relating to the automated red light
program, including but not limited to all camera systems, housing, radar units, severs and
poles.
"Fine or Receipt" means a sum in the form of a civil penalty or other fee in accordance
with City ordinance assessed for each notice of violation.
"Intersection" means the place or area where two or more streets intersect.
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L A
"Operational Time" means the actual time that a system is monitoring traffic.
"Person means a natural individual, company, governmental authority, partnership, firm,
corporation, legal entity, business association or other entity.
"Program" means the automated photograph or digital image and red light photographic
enforcement program established by the Contract documents.
"VIMS Analysis" is a statistical assessment of violation rates at problem Intersections
and Approaches.
"Violation" means failure to obey an applicable traffic law or City ordinance.
"Violation Criteria" means the standards and criteria by which potential violations will be
evaluated by City, which standards and criteria shall include, but are not limited to, the
duration of time that a traffic light must remain red prior to a Violation being deemed to
have occurred, and the location(s) in an intersection which a motor vehicle must pass
during a red light signal prior to being deemed to have committed a violation, all of
which shall be in compliance with all applicable laws,rules and regulations.
5.
COMPENSATION AND CITY COST NEUTRALITY
In consideration of the use of the limited right of way provided by City and
Contractor's services provided to City, Contractor shall cause the processing of notices of
Violations, and collection of civil penalties and related fees or Receipts for Violations as
set by Contract and City ordinance. Commencing on the expiration of the applicable
warning period for the program (not to exceed 30 days from the start of operation of the
first cameras), the City shall pay Contractor a fee not to exceed four thousand seven
hundred and fifty dollars (4,750.00) per month for each Intersection Approach as full
compensation for use of the right of way and Contractor's system including without
limitation, the digital video red light camera equipment, installation, maintenance
violation processing services, state records processing as applicable, mailing of all
notices in color with return envelope, data transmission to the City, processing of
payments (excluding delinquency collections) collection of violation fees, expert witness
as needed, call center support for general program questions and a public awareness
program and other services in this Contract. Contractor will credit City $10 (ten dollars)
per camera per month that the City supplies the power source for said camera(s).
In the event a new approach is operational other than the first day of the month,
then the amount of the Receipts for that month shall be prorated at the rate of$158.33 per
day. In the event a system is non-functional then liquidated damages may be assessed as
stated in this Contract and the Receipts shall be reduced in the amount of$158.33 per day
in addition to the liquidated damages provision in this Contract.
The focus of this Contract, as well as community education campaigns, is to
encourage drivers to reduce red light violations. Accordingly, the City and Contractor
agree that -the compensation is not dependent upon violation rates but is made in
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consideration of total services rendered in support of the Program. No Money has been
funded y the City for this program. The parties agree that this program is intended to be
revenue neutral or "self-funding" and therefore the City's obligations and the total
compensation paid to ATS over the course of this Contract shall not exceed the total
amount of civil penalties received from violators and specifically shall not exceed the
compensation of four thousand seven hundred and fifty dollars ($4,750.00) per month for
each Intersection Approach, excluding fees associated with delinquent collections and
any other additional services which may be requested by the City.
ATS agrees that the City's permission to use right of way and collect Receipts
shall be limited to those Receipts generated by the Program and actually received by the
City up to 120 days following the termination of this Agreement regardless of cause, such
120 day period being used for an accounting "true up" period. Only Receipts generated
prior to any termination date will be processed during any "true up" period. Contractor
acknowledges that City is not making, and will not make, any current or future obligation
of any other funds of the City. In the event that the Program receipts are not sufficient to
make the full monthly intersection Contractor fee, the deficit shall be carried forward to
the next month, and so on, until the limit of the fee is obtained provided, however, that no
deficit shall be due to ATS after the termination of this Agreement and any "true-up"
period defined herein. The City shall be immediately rendered any excess Receipts or
Receipts that inadvertently are received by Contractor or any collection contractor.
Receipt reporting by Contractor will include without limitation, all Receipts per
Intersection Approach per month in a report provided to the City Project Manager on a
monthly basis provided by the fifteenth of each month for the preceding operational
month, the amount due and accompanied by proper supporting documentation. Proper
supporting documentation shall include the number and dollar amount of Receipts
collected, including the late fees. Contractor shall collect and cause Receipts to be
deposited into a blocked account for the benefit of the City as approved by the City
Project Manager. Receipts collected shall be deposited into an account designated by the
City within forty-eight (48) hours of receipt or to a lockbox as determined by City. All
Receipts collected will be deposited and transferred by wire the first business day of each
month to the City's primary account as designated by the City Project Manager.
If the City elects to extend the term of this Agreement, the option year fees paid to
ATS shall increase by the Phoenix Metropolitan Area CPI, adjusted as of the beginning
of the third year of the initial Contract term. Such increases shall apply on an annual
basis at the commencement of each subsequent anniversary of the Contract date.
Contractor may work with a collection agency to pursue any Unpaid Violations
(which are defined as those notices of Violation where no Receipts have been collected
after 60 days) if approved in advance by the Project Manager. Collection fees shall not
exceed twenty three percent (23%) of the Receipts due to the City. The Contractor shall
outline methods to be used for collection of past due payments. These methods shall be
approved by the Project Manager. Contractor's Program shall comply with the Federal
and Texas Fair Debt Collections Acts. All Receipts or accounts receivable shall be
promptly returned to City upon written direction of the City Project Manager.
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6.
TERMINATION
The City's right to terminate this. Agreement for any of the reasons below is
cumulative of all rights and remedies which exist now or in the future.
Termination for Cause. City may terminate this Contract for a breach by
Contractor of any provision of this Contract, provided, however, that the City shall have
first notified the defaulting party in writing of the proposed termination, and shall have
given the Contractor a thirty(30) day period to cure the breach.
Immediate Termination. Immediate Termination shall occur if the Program is
ruled illegal in whole or in part, or the Violations (as a collective whole, and not just in a
particular case, or in a number of particular cases, even if related) are ruled unenforceable
by the ruling of a court of competent jurisdiction; or if the Program is prohibited or
effectively made impractical to perform or rendered economically unacceptable to the
City Manager by an act of the Texas Legislature or other branch or agency of Texas
government.
TERMINATION OF THIS AGREEMENT IS CONTRACTOR'S ONLY
REMEDY FOR THE CITY'S "IMMEDIATE TERMINATION" AS DEFINED
ABOVE WHICH DOES NOT CONSTITUTE A DEFAULT OR BREACH OF
THIS AGREEMENT. CONTRACTOR WAIVES ANY CLAIM IT MAY HAVE
NOW OR IN THE FUTURE FOR FINANCIAL LOSSES OR OTHER DAMAGES
RESULTING FROM THE CITY'S IMMEDIATE TERMINATION.
7.
PROCEDURES UPON TERMINATION
The termination of this Agreement shall not relive Contractor of any liability that
accrued prior to such termination. Upon termination:
ATS shall (i) immediately cease to provide services, including but no limited to
work in connection with the construction of installation activities and services in
connection with the Program, (ii) promptly deliver to the City any property provided to
ATS, (iii) promptly deliver to the City a final report regarding the collection of data and
the issuance of violations in such format and for such periods as the City may reasonably
request, and which final report ATS shall update or supplement from time to time when
and if additional data or information becomes available, (iv) promptly deliver to City a
final detailed retained receipts accounting, and (v) provide such assistance as the City
may reasonably request from time to time in connection with prosecuting and enforcing
violations issued prior to the termination of this Agreement.
Contractor shall remove any and all Equipment or other materials of ATS
installed in connection with ATS's performance of its obligations under this Agreement,
including but not limited to housings, poles and camera systems, and Contractor shall
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restore all Intersection Approaches to substantially the same condition such Intersection
was in immediately prior to this Agreement
8.
SCOPE OF WORK
In consideration of the compensation and right of way use specified in this
Contract, Contractor shall provide all labor, material, and supervision necessary to
provide a complete end-to-end automated red light enforcement Contractor System and
Program, and other services as described in this Agreement and the Exhibits hereto.
Contractor shall not initiate any services under this Contract until it receives a written
notice to proceed for such services from the Authorized Officer. The Contractor shall
assign a Contractor Project Manager to this project. The Contractor Project Manager
shall be the single point of contact responsible for all work undertaken by the Contractor.
At all times, the Contractor Project Manager shall be accessible by telephone and e-mail,
shall successfully address project issues in a timely manner, shall be on site in the City
whenever necessary to ensure the success of the project. The scope of services to be
rendered under this Contract is set fort and shall be in accordance with Exhibit A and the
Contract Documents.
9.
CONTRACTOR WARRANTIES
Contractor warrants that all the concepts, materials produced, the work product
and the information, data, designs, processes, inventions, techniques, devices, and other
such intellectual property furnished, used, or relied upon by the Contractor or the City
will not infringe any upon copyright, patent, trademark or other intellectual property right
of others. Any intellectual property provided to the City pursuant to the terms of this
Contract, shall be wholly original with the Contractor or the Contractor will have secured
all applicable interests, rights, licenses, permits, or other intellectual property rights in
such concepts, materials and work.
The Contractor represents and warrants that the concepts, materials and the City's
use of same and the exercise by the City of the rights granted by this Contract shall not
infringe upon any other work, other than material provided by the City to the Contractor
to be used as a basis for such materials, or violate the rights of publicity or privacy of, or
constitute a libel or slander against, any person, firm or corporation and that the concepts,
materials and works will not infringe upon the copyright, trademark, trade name, literary,
dramatic, statutory, common law or any other rights of any person, firm or corporation or
other entity.
The Contractor warrants that the deliverables under this Contract will operate in
conformance with the terms and conditions of this Contract.
The Contractor warrants that it has full authority to ender into this Contract and
that it has not granted and will not grant any right or interest to any person or entity,
which might derogate, encumber, or interfere with the rights granted to the City.
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E i
The Contractor warrants that all obligations owed to third parties with respect to
the activities contemplated to be undertaken by the Contractor pursuant to this Contract
are or will be fully satisfied by ATS so that the City will not have any obligations with
respect thereto.
The Contractor warrants that it is the owner of or otherwise has the right to use
and distribute the software, the materials owned by the Contractor and any other
materials, and methodologies used in connection with providing the services
contemplated by this Contract.
The Contractor expressly warrants to the standards in the industry all aspects of
the goods and services provided by it or used by the Contractor and the City in
performance of this Contract.
10.
LIQUIDATED DAMAGES
Contractor understands and contracts that the failure to comply with any time,
performance or other requirement or provision in this Contract will result in damage to
the City and that it is and will be impracticable to determine the actual amount of such
damage whether in the event of delay, nonperformance, failure to meet terms or any other
deviation. Therefore, Contractor and City contract that the liquidated damages specified
in this Contract are reasonable. It is expressly understood and agreed that the liquidated
damages amounts are not be considered a penalty, but shall be deemed, taken and treated
as reasonable liquidated damages. It is also expressly understood and agreed that the
remedies of City in the event of Contractor's default or breach of any term of the Contract
are not limited to liquidated damages provisions. All liquidated damage amounts may be
withdrawn from the Receipts or by demand on Contractor's surety if the liquidated
damages are not received by City no later than thirty days after receipt by Contractor of
notice of liquidated damages assessment.
1. Actionable Image Rate Performance Level and Effective Date:
ATS's designated performance level percentage shall be 85 percent of Violations
(actionable image rate) net of the exceptions identified in paragraph b below for
the entire system. The actionable image rate performance level of 85 percent
shall become effective 90 days after each camera becomes operational.
Liquidated damages shall be assessed for any month in which less than the 85
percent actionable image rate is obtained. Liquidated damages shall be in the
amount of the percentage less than 85 percent multiplied by the total Receipts that
would yield an 85 percent actionable image rate performance level.
a. Calculation Formula for Actionable Image Rate Performance Level:
The calculation formula shall be all events captured (less events not
considered violations, events outside ATS's control, and City exclusions of
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valid events) divided by contractor errors or exceptions, as shown in the
example below.
Example Performance Percentage Calculation
Total Events 100
Less Deductible Exceptions
Uncontrollable Exceptions 10
Police/City Saivers 5
Adjusted Total Events (Denominator) 85
Less
Contractor Controllable Exceptions 13
Issued Citations (Numerator) 72
Performance Percentage 85%
b. The following exceptions shall be deducted from the count of total events per
camera to calculate performance.
• No license plate or plate obstructed by the vehicle, another vehicle, a ball
hitch or other uncontrollable obstruction.
• No ownership record available or returned (either in or out of state).
• Temporary/dealer plate (paper plate)
• Marred, faded or bent and unreadable plate
• No address or undeliverable address information returned from MVD
• Bad or severe weather affecting visibility
• EMT, Police, Fire,unmarked or other government vehicle not enforced
• Vehicle waived through red light by police or flag man
• Vehicle stopped after detection and did not complete violation
• Funeral procession
• Yielding to emergency vehicle
• Faulty signal equipment
• Signal showing simultaneous yellow and red signal
• Second photo on green/ vehicle clearing an intersection
• Non car(bicycle, etc.)
• Valid violation waived by City
• Violation line not visible or faded
• Vehicle changing lanes from lanes on red signal to lanes on green signal
• Any new requirement emanating from policy or legislative action after
Start Date.
c. Except as otherwise provided in paragraphs 1, a and b above, ATS expressly
aggress that if ATS fails to achieve a actionable image rate of eighty five
percent (85%) during any month of this Agreement, liquidated damages shall
be assessed that will reduce the compensation for those violations lost to
contractor error, assuming a rolling 3-month average collection rate. This will
be enforced on a retrospective basis by looking at a rolling 3-month average.
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1 '
For example, if the contractor attains 84% in one month and then 86% in the
next month, and 85% in a third month, no actionable image rate liquidated
damages shall be assessed.
2. Payment and Collections Performance Level and Ramp up Period:
ATS's designated performance level for paid notices of violations shall be 70
percent of system issued notices of violations. The performance measure shall
become effective 180 days after each camera becomes operational to account for
the full cycle of notice issuance and collection activity. ATS expressly agrees that
if ATS fails to achieve a payment and collections performance level of seventy
percent (70%) during any month on a 180-day retrospective basis, liquidated
damages shall be assessed against system compensation in an amount equivalent
to a pro-rata percentage of the camera fee until the percentage meets or exceed
70%. For example, if the actual rate achieved is 65%, the system compensation
would be reduced by the difference between 70% and 65%, or 5%.
3. Malfunctions
Contractor shall repair a non-operational Intersection Approach or non-functional
Equipment within 3 business days of notice of a malfunction. Any defective
Equipment that is not replaced or repaired and made operational within 72 hours
after notification by the City shall result in liquidated damages assessed at a rate
equal to 100% of the average daily collections (averaged over the past 90 day
period) for the Intersection Approach until the malfunction has been corrected and
the camera Approach has been made operational.
This clause shall not apply to events that cause malfunctions outside Contractors'
control, such as acts of God, or pole knockdowns by vehicles. Applicable
liquidated damages shall be deducted from ATS invoices or outstanding accounts
payable.
4. Audit
After any audit by City, if Receipts are not correct and deviate by 20%, then the
monetary sum equivalent to the 20% figure, whether positive or negative, shall be
assessed as liquidated damages by City in addition to any underpayment of
Receipts.
5. Reports
Time reports about violations and receipts are essential to the City. Liquidated
damages will be assessed at the rate of$250 for each day that any report required
in this Contract is not accessible to or received by the City after the 17th business
day of the month following the month that the report pertains.
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11.
PERFORMANCE BOND
Contractor shall provide insurance, a performance bond and indemnification as
set out herein. A performance bond are required in the amount of not less that $100,000
and conditioned upon the faithful performance of the Contract. A form bond is included
in Exhibit C. The performance bond may be exercised by the City in the event that the
Contractor fails to fulfill its duties per the Contract and is terminated for cause. In the
event that the Contract is terminated due to adverse legislation, the performance bond
will only apply if ATS fails to wind down its business and remove its Equipment.
As a substitute form of security to a surety provided performance bond, after
approval by the City Manager and City Attorney, Contractor may provide the City with
cash collateral to be held by the City or an irrevocable letter of credit from a bank that
can be claimed by the City based upon the same conditions as noted for performance
bonds.
Upon the second anniversary of the Contract, ATS may submit to the Project
Manager a request to release the bonds (and/or alternative form of security noted above).
In assessing the request and possible approval of release of bonds, the Project Manager
shall review, contract financial performance, past service level performance, risk and
Contractor conduct during the Contract. Release of bonds shall not be unreasonably
withheld if the contract performance is meeting or exceeding contracted service levels
and the risk is acceptable to the City risk manager.
The performance bond shall be executed by a surety company acceptable to and
approved by the City.
In order to ensure that the subcontractors working for the Contractor during the
installation of the red light camera systems are paid, the City will reserve the right to
withhold compensation due to Contractor in the event that a subcontractor is not paid by
Contractor or the City has reasonable grounds for believing that ATS will be unable to
perform this Contract fully and satisfactorily within the time fixed for performance, or
that a claim exists or will exist against ATS. The City reserves the right to request proof
of payment (such as a release letter from the subcontractor on their letterhead) from the
Contractor before releasing payment to the Contractor at the onset of the program or as
new Approaches are installed. Once the Contractor has provided proof of payment,
compensation due the Contractor will be released.
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12.
INDEMNIFICATION
CONTRACTOR DOES HEREBY CONTRACT TO WAIVE ALL CLAIMS,
RELEASE, INDEMNIFY AND BOTH HOLD HARMLESS THE CITY, ITS
OFFICIALS, AGENTS AND EMPLOYEES, IN BOTH THEIR PUBLIC AND
PRIVATE CAPACITIES, FROM AND AGAISNT ANY AND ALL LIABILITY,
CLAIMS, LOSSES, DAMAGES, SUITS, DEMANDS OR CAUSES OF ACTION,
INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT,
COURT COSTS AND ATTORNEY FEES, WHICH MAY ARISE BY REASON
OF DEATH OR INJURY TO PERSONS OR LOSS OF, DAMAGE TO, OR LOSS
OF USE OF ANY PROPERTY OCCASIONED BY ANY ERROR, OMISSION, OR
NEGLIGENT ACT OF THE CONTRACTOR, ITS OFFICERS, AGENTS,
EMPLOYEES, SUB-VENDORS, INVITEES, OR OTHER PERSONS FOR
WHOM THE CONTRACTOR IS LEGALLY LIABLE, ARISING OUT OF OR IN
CONNECTION WITH THE PERFORMANCE OF THIS CONTRACT, AND
CONTRACTOR WILL AT ITS OWN COST AND EXPENSE DEFEND AND
PROTECT THE CITY AGAINST ANY AND ALL SUCH CLAIMS AND
DEMANDS.
CONTRACTOR DOES HEREBY CONTRACT TO WAIVE ALL CLAIMS
RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY AND
ALL OF ITS OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES FROM
AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, SUITS,
DEMANDS OR CAUSES OF ACTION, AND LIABILITY OF EVERY KIND
INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMENT,
COURT COSTS AND ATTORNEY FEES FOR INJURY OR DEATH OF ANY
PERSON OR FOR LOSS OF, DAMANGES TO, OR LOSS OF USE OF ANY
PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE
PERFORMANCE OF THIS CONTRACT. SUCH INDEMNITY SHALL APPLY
WHETHER THE CLAIMS, LOSSES, DAMAGES, SUITS, DEMANDS OR
CAUSES OF ACTIONS ARISE IN WHOLE OR IN PART FROM THE
NEGLIGENCE OF THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, OR
EMPLOYEES. IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO
THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS
INDEMNITY BY THE VENDOR TO INDEMNIFY AND PROTECT THE CITY
FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE WHETHER
THAT NEGLIGENCE IS A SOLE OR CONCURRING CAUSE OF THE INJURY,
DEATH OR DAMAGE.
13.
INSURANCE REQUIREMENTS
The vendor shall obtain and maintain in effect during the term of the contract,
insurance coverage as set forth below and shall furnish certificates of insurance showing
the city as an additional insured, in duplicate form,prior to the beginning of the Contract.
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1. General Policy Requirements
• The City of Fort Worth, its' Officers, Employees and Volunteers shall be
named as an Additional Insured. Exception... the additional insured
requirement does not apply to Workers' Compensation policies
• Thirty days (30) notice of cancellation or non-renewal.
Example: "This insurance shall not be canceled, limited in scope or
coverage, cancelled or non-renewed, until after thirty(30)days prior
written notice has been given to the City of Fort Worth.
• Waiver of rights of recovery (subrogation) in favor of the City of Fort
Worth.
• The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. Except for workers' compensation, all
insurers must have a minimum rating of A: VII in the current A. M. Best
Key Rating Guide or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below
that required, written approval of Risk Management is required.
• If insurance policies are not written for specified coverage limits, an
Umbrella or Excess Liability insurance for any differences is required.
Excess Liability shall follow form of the primary coverage.
• "Unless otherwise stated, all required insurance shall be written on the
"occurrence basis". If coverage is underwritten on a claims-made basis,
the retroactive date shall be coincident with or prior to the date of the
contractual agreement and the certificate of insurance shall state that the
coverage is claims-made and the retroactive date. The insurance coverage
shall be maintained for the duration of the contractual agreement and for
five (5) years following completion of the service provided under the
contractual agreement or for the warranty period, whichever is longer. An
annual certificate of insurance submitted to the City shall evidence such
insurance coverage.
• Policies shall have no exclusions by endorsements which nullify the
required lines of coverage, nor decrease the limits of said coverage unless
such endorsements are approved by the City. In the event a contract has
been bid or executed and the exclusions are determined to be unacceptable
or the City desires additional insurance coverage, and the City desires the
contractor/engineer to obtain such coverage, the contract price shall be
adjusted by the cost of the premium for such additional coverage plus
10%.
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• Any self-insured retention (SIR), in excess of $25,000.00, affecting
required insurance coverage shall be acceptable to and approved by the
Risk Management Division of the City of Fort Worth in regards to asset
value and stockholders' equity. In lieu of traditional insurance, alternative
coverage maintained through insurance pools or risk retention groups,
must also be approved by Risk Management.
• Any deductible in excess of $5,000.00, for any policy that does not
provide coverage on a first-dollar basis, must be acceptable to and
approved by the City's Risk Management Division
• The City, at its sole discretion, reserves the right to review the insurance
requirements and to make reasonable adjustments to insurance coverages
and their limits when deemed necessary and prudent by the City based
upon changes in statutory law, court decision or the claims history of the
industry as well as of the contracting party to the City of Fort Worth. The
City shall be required to provide prior notice of ninety (days).
• The City shall be entitled, upon request and without expense, to receive
copies of policies and endorsements thereto and may make any reasonable
requests for deletion or revision or modifications of particular policy
terms, conditions, limitations, or exclusions except where policy
provisions are established by law or regulations binding upon either of
party or the underwriter on any such policies.
2. Basic Lines and Limits of Insurance (most contracts &/or agreements)
Commercial General Liability (CGL)
$1,000,000 each occurrence
$2,000,000 aggregate limit
Coverage shall include but not be limited to the following: premises/operations,
independent contractors, products/completed operations, personal injury, and
contractual liability. Insurance shall be provided on an occurrence basis, and as
comprehensive as the current Insurance Services Office (ISO)policy.
Workers' Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease- each employee
$500,000 Disease- policy limit
Automobile Liability
$1,000,000 each accident- combined single limit
Page 14 of 33
A commercial business policy shall provide coverage on "Any Auto", defined as
autos owned, hired and non-owned.
Employee Dishonesty Policy AKA Blanket Crime Policy
$300,000 each occurrence
$300,000 Aggregate limit
Technology Errors & Omissions
Technology Liability(E&O)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Coverage shall include but not be limited to the following:
➢ Failure to prevent unauthorized access
➢ Unauthorized disclosure of information
➢ Implantation of malicious code or computer virus
➢ Fraud, Dishonest or Intentional Acts with final adjudication
language
Technology coverage may be provided through an endorsement to the
Commercial General Liability(CGL)policy, or a separate policy specific to
Technology E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided.
14.
SURVIVAL
Contractor shall remain obligated to the City under all clauses of this Agreement
that expressly or by their nature extend beyond the expiration or termination of the
Agreement, including but not limited to, the indemnity provisions for 45 days after final
termination of the Contract unless a cause of action arises under the insurance provisions
of this Contract or a cause of action arises from an action that is not reasonably noticeable
by the City during the term of the Contract.
15.
NOTICES
Any notices to be given hereunder shall be in writing, and shall be deemed to
have been given (i) upon delivery, if delivered by hand, (ii) three (3) days after being
mailed first class, certified mail, return receipt requested, postage and registry fees
prepaid, or (iii) one Business Day after being delivered to a reputable overnight courier
service, excluding the U. S. Postal Service, prepaid, marked for next day delivery, if the
courier service obtains a signature acknowledging receipt, in each case addressed or sent
to such part as follows:
r J'y�W Mao X�
Page 15of33
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ATS:
American Traffic Solutions, Inc.
Attn: Adam E. Tuton, Executive Vice President/
Chief Operating Officer
14861 N. Scottsdale Rd, Suite 109
Scottsdale, AZ 85254
City:
City of Fort Worth
Transportation and Public Works
Attn: Randy Burkett, City Traffic Engineer
311 1 Ot'Street
Fort Worth, Texas 76102
Copy to:
City of Fort Worth
Attn: Robert Goode, PE, Director
Transportation and Public Works
1000 Throckmorton Street
Fort Worth, Texas 76102
16.
TAXES
The City is exempt from excise, sales, and other taxes. In the event that any
excise, sales or other taxes are due relating to this Contract, Contractor shall be
responsible for the payment of such taxes.
17.
APPLICABLE LAW
This Contract is entered into subject to the Charter and Ordinances of the City of
Fort Worth, as they may be amended from time to time, and is subject to and is to be
construed, governed, and enforced under all applicable State of Texas and federal laws.
The parties to this Contract agree and covenant that for all purposes, including
performance and execution that this Contract will be enforceable in Fort Worth, Texas;
and that if legal action is necessary to enforce this Contract, exclusive venue will lie in
Tarrant County, Texas.
18.
INDEPENDENT CONTRACTOR
Contractor shall operate hereunder as an independent contractor and not as an
officer, agent, servant or employee of City. Contractor shall have exclusive control of,
Page 16 of 33
and the exclusive right to control, the details of its operations hereunder, and all persons
performing same, and shall be solely responsible for the acts and omissions of its officers,
agents, employees, vendors, sub-vendors and consultants. The law of respondeat
superior shall not apply to this Contract.
19.
ASSIGNMENT
The Contractor shall not sell, assign, transfer or convey any interest in this
Contract in whole or in part without the prior written consent of the City of Fort Worth.
No assignment, transfer or conveyance under this Contract will be effective without the
prior written consent of the City.
20.
CONFLICT OF INTEREST
The Contractor covenants and agrees that Contractor and its officers, employees,
and agents will have no interest, including personal financial interest, and will acquire no
interest, either directly or indirectly, which will conflict in any manner with the
performance of the services called for under this Contract.
21.
SEVERABILITY
In case any one or more of the provisions contained in this Contract 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 of this Contract, and this
Contract shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
22.
MODIFICATION
The Contract can be modified only by written agreement of the parties.
23.
REMEDIES
No right or remedy granted herein or reserved to the parties is exclusive of any
right or remedy herein by law or equity provided or permitted; but each shall be
cumulative of every right or remedy given hereunder. No covenant or condition of this
Contract may be waived without consent of the parties. Forbearance or indulgence by
any party shall not constitute a waiver of any covenant or condition to be performed
pursuant to this Contract.
Page 17 of 33
4
24.
M/WBE
Contractor commits to 10% certified M/WBE participation as defined by City
Ordinance No. 15530.
25.
FUNDING
There is no City funding for this Contract. However in the event City resources
are inadvertently expended, Contractor recognizes that the continuation of any contract
after the close of any given fiscal year of the City of Fort Worth, which fiscal year ends
on September 30 of each year, shall be subject to Council approval of the City of Fort
Worth providing for or covering such contract item as an expenditure therein. The City
does not represent that said budget item will actually be adopted as this determination is
within the sole discretion of the City Council. Should funding not be approved by the
City Council for any given budget year during the contract term, the contract will
terminate and become null and void.
26.
RIGHT TO AUDIT
Contractor agrees that the City shall, until the expiration of three (3) years after
final Receipts under this Contract, have access to and the right to examine any directly
pertinent books, documents, papers and records of the Contractor involving transactions
relating to this Contract. Contractor agrees that the City shall have access, during normal
working hours, to all necessary Contractor offices, facilities, systems or Equipment, and
shall be provided adequate and appropriate workspace, in order to conduct audits in
compliance with the provisions of this section. The City shall give Contractor reasonable
Advance notice of intended audits.
27.
NON-DISCRIMINATION
Contractor shall not discriminate against any employee or applicant for
employment because of race, age, color, religion, sex, sexual orientation, national origin,
ancestry, disability, or place of birth. Contractor shall take action to ensure that all
persons are employed and/or treated without regard to their race, age, color, religion, sex,
sexual orientation, national origin, ancestry, disability, or place of birth. This action shall
include, but not be limited to the following: employment, promotion, demotion, transfer,
working conditions, recruitment, layoff, termination, rates of pay or other forms of
compensation, and training opportunities.
28.
DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990
(ADA), Contractor warrants that it and any and all of its sub-vendors will not unlawfully
Page 18 of 33
discriminate on the basis of disability in the provision of services to general public, nor in
the availability, terms and/or conditions of employment for applicants for employment
with, or employees of Contractor or any of its sub-vendors. Contractor warrants it will
fully comply with ADA's provisions and any other applicable federal, state and local
laws concerning disability and will defend, indemnify and hold City harmless
against any claims or allegations asserted by third parties or sub-vendors against
City arising out of Contractor's and or its sub-contractor's alleged failure to comply
with the above-referenced laws concerning disability discrimination in the
performance of this Contract.
29.
NO THIRD-PARTY BENEFICIARY
For purposes of this Contract, including its intended operation and effect, the
parties to this Contract specifically agree and contract that: (1) the Agreement only
affects matters/disputes between the parties to this Contract, and is in no way intended by
the parties to benefit or otherwise affect any third person or entity, notwithstanding the
fact that such third person or entity may be in a contractual relationship with City or
Contractor or both; and (2) the terms of this Contract are not intended to release, either by
contract or operation of law, any third person or entity from obligations owing by them to
either City or Contractor.
30.
ENTIRE AGREEMENT
The Contract Documents embody the complete agreement of the parties hereto
superseding all oral or written previous and contemporary agreements between the parties
relating to matters herein and, except as otherwise provided herein, cannot be modified
without written agreement of the parties.
31.
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.
32.
NON WAIVER
If either party fails to require the other to perform a term of this Contract, that
failure does not prevent the party from later enforcing that term and all other terms. If
Page 19 of 33
1 � .
either party waives the other's breach of a term, that waiver does not waive a later breach
of this Contract. An approval by the City Project Manager, or by any other employee or
agent of the City, of any part of Contractor's performance does not waive compliance
with this Contract or establish a standard or performance other than that required by this
Contact and by law.
33.
CONSTRUCTION
Except as expressly otherwise provided in this Agreement, this Contract shall be
construed as having been fully and completely negotiated and neither the Agreement nor
any provision thereof shall be construed more strictly against the drafter.
34.
HEADINGS
The headings of the sections contained in this Agreement are included herein for
reference purposes only, solely for the convenience of the parties hereto, and shall not in
any way be deemed to affect the meaning, interpretation or applicability of this
Agreement or any term, condition or provision hereof.
35.
REMEDIES CUMULATIVE
Each and all of the several rights and remedies provided for in this Agreement
shall be construed as being cumulative and no one of them shall be deemed to be
exclusive of the others or of any right or remedy allowed by law or equity, or a waiver of
any other remedy.
36.
MOST FAVORED NATION CLAUSE
If during the term of this Contract, Contractor should enter into any agreement
with another municipality within Texas for a Program or system with a similar scope of
work with a fixed rate price per approach more favorable than those granted to City, ATS
agrees to modify this Contract to include such more favorable terms if so requested by
City.
(Remainder of Page Intentionally Left Blank)
Page 20 of 33
IN WITNESS THEREOF, the parties hereto have made and executed this Agreement in
multiple originals the day and year first above written, in Fort Worth, Tarrant County,
Texas.
CITY OF FORT WORTH M,1ERICAN TRAFFIC SOLUTIONS, INC.
Marc A. Ott F Adam Tuton
Assistant City Manager Executive Vice President/Chief Operating
Officer
APPROVAL RECOMMENDED:
Robert Goo/de, PE,Director
Transportation &Public Works
APPROVED AS TO FORM
& LEGALITY:
Amy J. R ey
Assistant 7ity Attorney
ATTEST:
arty Hendrix -
City Secretary
l�u�
Date
Contract Authorization:
M&C C-22277, August 9, 2007
Page21 of33 CITY �ECXHAQV
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EXHIBIT "A"
SCOPE OF WORK
ATS Scope of Work and Obligations
1. ATS Implementation
a. ATS agrees to provide a turnkey solution for a red light photo enforcement
program to the City wherein all reasonably necessary elements required to
implement and operate the solution are the responsibility of ATS. In general,
if work is to be performed by the City, unless otherwise specified, the City
shall not charge ATS for the cost. All other in-scope work, external to the
City, is the responsibility of ATS.
b. ATS agrees to make every effort to adhere to the Project Time Line.
c. ATS will assist the City with video evaluation of candidate sites using the
Axsis VIMS system.
d. ATS will use reasonable commercial efforts to install and activate the first
four specified intersections within the first ninety (90) days subsequent to
formal project kick-off and assuming permits are received within forty-five
(45) days after kickoff. Any additional intersections will be added within
thirty (30) days of receipt of a notice to proceed, which shall not precede a
permit issued by the relevant authority to install a system. The City agrees
that the estimated timeframe for installations and activation are subject to
conditions beyond the control of ATS and are not guaranteed. In order to
provide the client with timely completion of the photo enforcement project
American Traffic Solutions requires that the City assist with providing timely
approval of City permit requests. The City acknowledges the importance of
the safety program and undertakes that in order to keep the project on
schedule the City is to provide city engineers review of ATS permit requests
and all documentation within two business days. ATS will also review and
correct if necessary any redlines within two business days. Permits need to be
received within five business days of first submittal in order to implement the
program in a timely manner.
e. ATS shall provide the expertise, planning and monitoring of the system. This
shall include ATS's assistance in the preparation and maintenance of project
work plans with implementation timelines for all activities.
• Interface with City Project Manager to define project and schedule.
• Submit detailed site plans and specifications to City.
• Upon approval, obtain all necessary construction permits
• Verify underground history and dangers.
Page 22 of 33
a 1
• Establish Critical Path- convey schedule to all proper authorities.
• Mobilize personnel,materials, and equipment
• Secure proper traffic management to provide maximum safety and
minimum impact to existing traffic patterns.
• Perform any necessary construction work
• Display proper permit and warnings signs
• Test and review site construction and camera calibration and adjust
equipment as needed
• Create and provide as-built drawings for City
f. Contractor shall submit drawings to the City, with added Equipment, in paper
and/or electronic format for review and approval. These plans shall become
the property of the City and shall be prepared by an appropriately registered
engineer in the State of Texas. Before final activation, each installation and its
operation must be approved by the City Project Manager and the City's Public
Works and Transportation Department.
g. Contractor shall employ the most effective means of vehicle detection given
the requirements of each site. Contractor shall install its Equipment on
existing traffic poles or on newly installed poles. The System shall in no way
interfere with the cycling, timing or sequencing of the City's traffic signals.
On City right-of-way, Contractor may attach to an existing City source of
power. Contractor shall provide for its own metered service pedestal for each
site where applicable in TXDOT right-of-way. Contractor shall then attach a
meter pedestal at the agreed upon location at the Intersection and pay all
monthly power fees directly to the provider of the power.
h. Contractor will design, fabricate install, and maintain red light camera
warning signs at no cost to the City.
i. ATS will operate each red light camera system on a 24-hour basis, barring
downtime for maintenance and normal servicing activities.
j. City may instruct ATS to relocate any System installation during the term of
the Agreement. ATS and City shall share the expense equally. However,
before City may request a System installation be relocated, such System
installation shall have been in place a minimum of twelve (12) months, unless
otherwise agreed to by the ATS and City.
k. ATS' in-house marketing department will assist the City with public
information and outreach campaign strategies. ATS shall assist the City in
public information and education efforts, including but not limited to the
development of artwork for utility bill inserts, press releases and schedules for
Page 23 of 33
any public launch of the Red Light Photo Enforcement Program, including
bilingual media. Media placement and print costs are the responsibility of the
City.
1. Contractor shall post warning signs, to be approved by City at each
Intersection Approach. This signage shall be installed and maintained by
Contractor and shall meet current and future Texas Manual of Uniform Traffic
Control Devices (TxMUTCD) to insure proper notification to drivers of the
System in advance of the Intersection. Sign installations shall not violate
TxMUTCD or the Americans with Disabilities Act("ADA").
m. ATS agrees to provide a secure website (www.violationinfo.com) accessible
to citation recipients (defendants)by means of Notice# and a PIN, which will
allow violation image and video viewing.
n. The City and ATS will complete the Project Business Process Work Flow
design within 30 calendar days of contract signature.
o. ATS shall provide technician site visits to each red light camera system once
per month to perform preventive maintenance checks consisting of camera
enclosure lens cleaning, camera, strobe and controller enclosure cleaning,
inspection of wires and cables, and general system inspection and
maintenance.
p. ATS shall repair the Axsis VPS system within one business day from the time
of the outage. Outages of City internet connections or infrastructure are
excluded from this service level.
q. ATS shall provide a comprehensive training program for up to thirty(30) City
staff necessary to understand, implement and utilize ATS' services
effectively. The training shall include equipment orientation, software
training for violation processing, City service and payment operations, court
scheduling, and report creation and management.
2. ATS Operations
a. ATS shall provide the City with an optional one-time warning period up to
thirty(30) days in length at the outset of the program.
b. As the party responsible for initial contact with the violator, ATS shall
provide the City with authorization to access its automated web-based
violation processing system (AxsisTM VPS) including image processing, I"
notice color printing, 2nd notice black and white printing and mailing of
Notice of Violation per chargeable event. Each violation shall be delivered by
First Class mail to the registered owner within the statutory period.
Subsequent mailings to drivers identified in affidavits of non-liability or by
rental car companies are also included. The City shall approve content and
format of all correspondence to vehicle owners.
Page 24 of 33
4
c. Subsequent notices, above what is required by state law, city ordinance or this
agreement, may be delivered by First Class or other mail means for additional
compensation to ATS as agreed by the parties.
d. ATS shall apply an electronic signature to the citation when authorized to do
SO.
e. ATS shall obtain in-state vehicle registration information necessary to issue
citations assuming that it is named as the City's agent and the State provides
the registration data at no cost.
f. ATS shall seek records from out-of-state vehicle registration databases and
apply records found to Axsis to issue violations for the City at no cost to the
City.
g. ATS shall provide or make available a monthly aged listing of unpaid
violations to the City.
h. ATS shall maintain violation records by individual violation to include license
plate, date of violation, name of violator, address of violation, and amount
billed. A separate listing shall be accessible of violations in which an affidavit
was accepted and the person responsible for the violation updated.
i. ATS shall provide a 1-800 number for City phone assistance during normal
business hours and a scheduling application for appeal hearings, recorded
violations sustained or dismissed by an authorized City agent.
j. ATS shall provide an on-line processing module, which will enable the City
to review cases, related images, correspondence and other related information
required to adjudicate the disputed violation. The system will also enable the
City staff to accept and account for payments. Any costs to integrate ATS
system to a City computer system shall be borne by ATS. ATS may agree to
cover these up front costs and shall be entitled to recover the costs from
collected revenue
k. Maintain a chain of custody for all documents relating to the operation of
the system. This will include secure record keeping and evidence storage
procedures. ATS will ensure that websites, data links, and data are protected
from unwanted intrusion-and manipulation by unauthorized persons.
I. Maintain electronic images of all correspondence received related to
adjudication by mail and these images must be available to the City.
m. Provide an audit trail of all unusable or defective images with
documentation regarding why the image was unusable and/or why a violation
Page 25 of 33
r •
was not generated; rejected images are not required as part of the
documentation.
n. Store all electronic data associated with paid, dismissed or otherwise closed
violations for a period of one year or a time agreed upon with the Project or
Program Manager. Store all electronic data associated with unpaid, or
otherwise open violations for a period of three years.
o. In those instances where damage to a camera system or sensors is caused by
City or its agents, ATS will provide an estimate of the cost of repair. Upon
authorization to proceed with the repairs or replacement, ATS shall replace or
repair any damaged equipment and invoice for the pre-approved repair cost.
ATS shall bear the cost to replace or repair equipment damaged in all other
circumstances.
p. ATS shall provide the City with, or train a local expert witness able to
testify in Court on matters relating to the accuracy, technical operations, and
effectiveness of the Axsis TM System until judicial notice is taken.
q. ATS will work with Municipal Courts Administration and other City
personnel to provide hearing information. The information provided will
include:
All issued and disputed notices addressed to the party
A violation history report
A statement certifying the reliability and accuracy of the equipment.
r. Violations are to be made available for viewing by the vehicle owner via a
secure web site maintained by the Contractor. Online viewing shall be
available on the same day that notices are mailed.
S. As directed by City, ATS shall prepare Notices of Violation for all
chargeable violations and shall mail a notice of violation to vehicle owners.
Notices of violation are considered civil penalties and not moving violations.
t. Violations, for which registered owner data is available, shall be issued
within three (3) business days after approval of the violation by the
appropriate City employee. For any notices returned to sender for invalid
address, ATS shall utilize a secondary source for attempted identification.
U. Until superseded by a definitive set of requirements approved by the City, it
is agreed that if the vehicle owner does not respond with payment or by
requesting an administrative adjudicative hearing by the due date (not earlier
than 30 days from the date the notice is mailed) on the Notice of Violation,
ATS shall prepare and mail a default letter along with an additional late
payment fee of$25.00. After 15 days, the ATS shall issue send a 2nd default
letter. After 15 additional days, ATS shall utilize a collection agency to send
correspondence indicating that they are under contract to pursue collections.
Page 26 of 33
r
ATS shall be entitled to pursue collections no later than 60 days after issuance
of the first notice.
V. Have each specified intersection installed and activated in phases in
accordance with an implementation plan to be mutually agreed to by ATS and
City but in no event shall the first intersection installation be installed later
than 60 days from the date of the first permit.
W. Obtain approval from the relevant governmental authorities having authority
or jurisdiction over the construction and installation specifications for the
Intersections which will include compliance with all City permit processes.
X. All repair and maintenance of photo red light enforcement systems and
related equipment will be the sole responsibility of ATS including maintaining
the casings of the cameras included in the system and all other Equipment in
reasonably clean and graffiti-free condition.
y. ATS shall not open the traffic signal controller boxes without a City
representative present. The provision of all necessary communication,
broadband and telephone services to the Intersection shall be the sole
responsibility of Contractor.
Z. ATS shall provide one live video camera per active approach. Each video
camera is an IP addressable device capable of monitoring traffic 24 hours per
day. The video camera system will include a "recall" feature that enables
recovery of recorded video and sound for a minimum of fourteen (14) days.
The date and time ranges are entered into the system and the video segment
can be viewed and downloaded by authorized ATS staff.
aa. Payment options should include payment by check or credit card, via
telephone with a local or 800 phone number or internet. Any credit card
billing disputes or credit card processing discrepancies will be addressed and
resolved by ATS. Any convenience fee charged for paying violations via the
internet shall not exceed $5.00 per violation. Each violation paid on-line via
the internet shall have a receipt (electronic or hard copy)provided to the payer
that references the violation number and the amount paid. Changes to
convenience fees will be subject to notice and approval by the City.
bb. Deposit all monies collected into a City account weekly. Ledgers are to be
maintained which show: Notice of Violation number, violator number,
violation fines and fees, payments for fines and fees, and adjustments. ATS
will also capture payment method data(i.e. paid by mail, walk-in, city facility,
internet, etc.) Records will be kept in accordance with generally accepted
accounting practices.
3. Collections and Reports
a. ATS shall provide monthly reports and/or access to the following information:
Page 27 of 33
A i y
• The total number of events detected, violations issued, and prosecutable
image rate by location and in total.
• The total number of violations that occurred and percentages of total
vehicle traffic per lane(preferred).
• The total number and percentage of rejected images by reason.
• Monthly and Calendar YTD revenue collections
• Payment Statistics Report which shall detail for each month and calendar
YTD, number of Notices issued, number paid by due date, number paid
after I't default letter, number paid after 2"d default letter, number paid
after initiation of collections.
• Lists of credits and adjustments by account, summary reports by type of
adjustments and the value of the adjustments.
• Monthly billing information of violations indicating original billing
information, rebilling information to new violator, adjusted billings, and
collection notices.
• Monthly and YTD collections information regarding past due accounts.
4. City Scope of Work and Obligations- General Requirements
a. Within seven (7) business days of contract execution, the City shall provide ATS
with the name and contact information for a project manager with authority to
coordinate City responsibilities under the Agreement.
b. The City shall make every effort to adhere to the Project Time Line.
c. The City shall, on a format provided by ATS, provide verification to the State
Department of Motor Vehicles, National Law Enforcement Telecommunication
System, or appropriate authority indicating that ATS is acting as an Agent of the
City for the purposes of accessing vehicle ownership data pursuant to the list of
permissible uses delineated in the Drivers Privacy Protection Act 18 U.S.C. 2721,
Section (b) (1) and as may otherwise be provided or required by any provision of
applicable state law.
d. The City and ATS shall complete the Project Business Process Work Flow design
within 30 calendar days of contract signature.
e. The City shall diligently prosecute all contested Notices of Violation before the
hearing officer and any appeal to City's municipal court. ATS shall diligently
prosecute the collection of all fines, contested or uncontested. ATS shall establish a
demand deposit account bearing the title, "American Traffic Solutions, Inc. as agent
for the City" at U.S. Bank. All funds collected on behalf of the City will be
deposited in this account and transferred by the wire on the first business day of
each week to the City's primary deposit bank. The City will identify the account to
receive funds wired from U.S. Bank. A W-9 and blocked account agreement, to be
completed by the City, is provided to ensure the City's financial interest in said U.S.
Bank account is preserved.
Page 28 of 33
f. The City shall provide sufficient personal computers, printers and internet
connection (of a suitable configuration to support the Axsis application) to all staff
as necessary in the operation of the Program.
5. City Scope of Work and Obligations- Street and Traffic Operations
a. The City shall provide access to traffic signal phase connections according to
approved design.
b. The City shall provide appropriate power connections at the City's costs for all City
owned right-of-way. ATS shall provide its own metered service pedestal and pay all
monthly power fees directly to the provider of the power at all state owned locations.
c. The City shall allow ATS or facilitate access to traffic signal phase connections to a
pull box, pole base, or controller cabinet nearest to each camera system within the
City's jurisdiction. The costs to support installation shall be funded by ATS.
d. The City shall credit ATS or its subcontractors for permit fees associated with
building, constructions, street use and/or pole attachment permits.
e. The City shall not charge ATS or its subcontractors for inspections of camera system
installations.
f. City will maintain red light camera warning signs which were provided and installed
by Contractor.
6. City Scope of Work and Obligations
a. The City shall process each potential violation in accordance with State Laws and/or
City Ordinances within 3 business days of its appearance in the review queue, using
Axsis TM to determine which violations will be issued as Notices of Violation.. City
shall provide signatures of all authorized users who will review events and approve
violations on forms provided by ATS.
b. City shall provide a hearing officer and meeting space to schedule and hear disputed
violations.
c. City shall provide the specific text required to be placed on the Violation notice to be
issued by ATS within 30 calendar days of contract signature.
d. City shall coordinate to facilitate appropriate information technology insuring
communications are established and will work with the City's IT department to
ensure security protocols are maintained.
Page 29 of 33
4 �
EXHIBIT "B"
RIGHT OF WAY USE CONDITIONS
1. All facilities of Contractor shall be in accordance with the City Code of
Ordinances and the requirements for construction and shall also comply with all
other applicable standards, regulations and requirements for construction. The
Contractor shall submit to the City Traffic Engineer three (3) sets of detailed
construction plans, specifications, drawings and maps showing the location and
proposed routing of all facilities to be installed not less than thirty (30) days prior
to the commencement of construction. The construction drawings will include,
without limitation: (i) the full limits of the proposed work will be identified; and
(ii) detailed specifications will be provided. The minimum plan size shall be 11
inch (I ") X 17 inch (17") and the minimum scale will be 1 inch (I") = 1 foot
(F). The City Traffic Engineer or their designees shall review the plans and may
require reasonable modifications in order to protect existing or anticipated public
improvements, public property or utilities and to minimize interruption. The
Contractor shall then cause the appropriate public records to be modified so as to
notify other property owners or engineers of any improvements within the
Property. Contractor may not begin construction until the location and proposed
routing of the new construction or reconstruction and all required plans and
drawings have been approved in writing by the City.
2. The location of the Equipment shall be subject to the lawful, reasonable and
proper control and direction of City.
3. In the event construction or maintenance requires the temporary closing of a
traffic lane or lanes, the Contractor shall obtain "Street Use Permit" from the City
Traffic Engineer not less than ten (10) days prior to the construction or
maintenance and provide two (2) sets of traffic control plans ten (10) days prior to
construction. The City Traffic Engineer may require the submittal of a traffic
control plan and may also require that all lanes be open and available to traffic
during peak traffic hours.
4. Contractor shall conduct all traffic control in accordance with the latest version of
the Texas Manual on Uniform Traffic Control Devices as it may be amended
from time to time.
5. Contractor shall notify the City Traffic Engineer no later than (30) days prior to
commencing any construction, reconstruction or maintenance.
6. Upon reasonable notice, as determined by the circumstances, at the request of the
City and at Contractor's cost, the LICENSEE shall remove and abate any portion
of the system that is dangerous to life or property or as required for public
construction projects, as determined by the City. If Contractor, after reasonable
written notice, fails or refuses to act, the City may remove or abate the same, at
the sole cost and expense of Contractor. Contractor shall promptly restore the
public streets, alleys, and rights-of-way to as good a condition as before
commencement of the work, to the reasonable satisfaction of the City Traffic
Engineer.
7. Contractor is subject to the police powers of the City, other governmental powers
and the City's rights as a custodian of public property under State and Federal
laws. The Contractor is subject to City ordinances and requirements and Federal
Page 30 of 33
r � �
and State laws and regulations in connection with the construction, expansion,
reconstruction, maintenance or repair of the Pipeline that is in, on or over the
Property or public rights-of-way.
8. At the City's written request, Contractor shall furnish to City within fifteen (15)
days of such request accurate and complete information relating to the
construction, reconstruction, removal, maintenance, operation and repair of the
system in the public rights-of-way.
9. Within 120 days of completion of each new Intersection Approach, Contractor
shall supply the City with a complete set of "as built" drawings in a format
prescribed by the City. The current required format shall be Auto CAD version
(14), ArcView Version(3.1) or drawing exchange format (DXF).
10. The City shall require bonding requirements of the Contractor including having
the City as bond obligee, as are required of other entities that place facilities in the
public rights-of-way whether public or private. Bonding shall be a minimum of
those stated in the Contract.
11. If the City gives written notice, Contractor shall, at City's expense, temporarily or
permanently remove, relocate, change or alter any position of the system that is in
the public right-of-way within 120 days. For projects expected to last beyond 120
days, the City will confer before determining the alterations to be required and
the timing thereof. The City shall give notice whenever the City has determined
that removal, relocation, change or alteration is reasonably necessary for the
construction, operation, repair, maintenance or installation of City or other
governmental public improvements in the right-of-way.
12. This Contract is subject to any existing utilities or communication facilities,
including drainage, presently located within the License area, owned and/or
operated by the City or any utility or communications company, public or private,
and to any rights presently owned by any utility or communications company,
public or private, for the use of the Licensed area for facilities presently located
within the boundaries of the License area.
13. At such time as this Contract is terminated or canceled, as described herein,
Contractor shall remove the system, improvements and appurtenances, and shall
restore the premises to their former condition, in accordance with the reasonable
requirements of the City Traffic Engineer at the sole cost of Contractor. In the
event, upon termination of this Contract, Contractor fails to remove the system
and equipment and its installations, improvements and appurtenances and to
restore the property in compliance with orders issued by the City, or such work is
not done to the reasonable satisfaction of the City Traffic Engineer, then in either
event the City shall have the right to do all work necessary to restore said area to
its former condition, or cause such work to be done and to assess the cost of all
such work against Contractor.
Page 31 of 33
EXHIBIT C
PERFORMANCE BOND
THE STATE OF TEXAS §
PERFORMANCE BOND
COUNTY OF TARRANT §
KNOW ALL MEN BY THESE PRESENTS:
THAT WE, American Traffic Solutions, Inc., of the City of Scottsdale, County of
Maricopa, State of Arizona, hereinafter called Principal, and
, a corporate surety/sureties, duly authorized to do
business in the State of Texas, hereinafter called surety (whether one or more), are held
and firmly bound unto the City of Fort Worth, a municipal corporation, in the amount of
one hundred thousand dollars ($ 100,000.00), for the payment whereof we do hereby bind
ourselves, our heirs, administrators, executors, successors, assigns, jointly and severally,
firmly by these presents.
WHEREAS, the Principal has entered into a certain written Contract with the City of
Fort Worth, dated the day of , 2007, to furnish all services,
materials, equipment, labor, supervision and other accessories necessary for the
construction of certain improvements and services, to wit: the equipment, cameras,
sensors, components, products, software, camera systems, housings, radar units, servers
and poles and other tangible and intangible property for the digital red light traffic
enforcement system and Program specifically described in the Contract, in the City of
Fort Worth, Texas and as more particularly described and designated in said contract
which is hereby referred to and made a part hereof as fully and to the same extent as if
copied at length herein:
NOW THEREFORE, the condition of this obligation is such that if the said Principal
shall faithfully perform said Contract and shall in all respects fully and faithfully observe
and perform all and singular the covenants, conditions, and agreements in and by said
contract, agreed and covenanted by the Principal to be observed and performed, and
according to the true intent and meaning of said contract and the plans and specifications
therein referred to, and as well during any period of extension of said contract that may
be granted on the part of the City of Fort Worth, Texas, as during the original terms of
same, then this obligation shall be and become null and void, otherwise to remain in full
force and effect.
PROVIDED FURTHER, that if any legal action be filed on this Bond, venue shall lie in
Tarrant County, Texas.
AND, that said surety, for value received, hereby stipulates and agrees that no change,
extension of time, alteration or addition to the terms of the contract or to the work
performed thereunder, or the plans, specifications, drawings, etc. accompanying same
shall in any way affect its obligation on this Bond; and it does hereby waive notice of any
such change, extension of time, alteration or addition to the terms of the contract or to the
work to be performed thereunder.
IN WITNESS WHEREOF the Principal and the surety have signed this instrument by
duly authorized agents and officers and affixed corporate seals hereto at the City of
, County of , State of
on this the day of , 20
**DATE OF BOND MUST NOT BE EARLIER THAN DATE OF CONTRACT**
ATTEST:
Principal
Secretary By
Surety
By
(2)
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/9/2007 - Ord. No. 17692-08-2007
CONTINUED FROM A PREVIOUS WEEK
DATE: Tuesday, July 31, 2007
LOG NAME: 20REDLIGHTRUN REFERENCE NO.: C-22277
SUBJECT:
Authorize Execution of a Contract with American Traffic Solutions, Inc., for an Automated Red Light
Enforcement Program through an Interlocal Cooperative Purchasing Agreement with the City of
Arlington and Adopt Appropriation Ordinance
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached supplemental appropriation ordinance increasing appropriations in the General Fund
in the amount of$570,000 and decreasing unaudited, unreserved, undesignated fund balance by the same
amount;
2. Authorize the City Manager to execute a contract with American Traffic Solutions, Inc., for an automated
red light enforcement program through an Interlocal Cooperative Purchasing Agreement with the City of
Arlington; and
3. Authorize the initial five-year contract term to begin August 10, 2007, with two three-year renewal
options.
DISCUSSION:
The goal of this program is to improve public safety by reducing collisions and injuries related to red light
running through a combination of law enforcement and improvements to the way traffic signals work
throughout the city.
The passage of Senate Bill 1119 creates additional program requirements for red light photo enforcement
contracts executed on or after September 1, 2007. These program requirements will make the
implementation of Fort Worth's program much more cumbersome and problematic. Therefore, to ensure
that Fort Worth has a contract executed before this deadline, staff has initiated a fast track process to award
a contract for a red light photo enforcement program for the City of Fort Worth. Cities in Texas have the
ability to use an interlocal cooperative purchasing option to essentially "piggy back" off another local
government entity's contract. Using this option fits the "fast track" schedule and will thus allow the City to
meet the September 1 st deadline.
By "piggy backing" off another local government entity's contract, we are essentially using their selection
process as our own. With that in mind, staff evaluated the red light photo enforcement procurement
process used by several of our sister cities to verify that their procedures were solid, objective, and would
have been similar to a City of Fort Worth process. We found that the City of Arlington's evaluation of their
contractors fit very closely to a "typical" Fort Worth procurement process. In fact, Arlington staff went the
extra mile, literally, to visit the operations of their short listed vendors to evaluate each firm's day to day
operations. Arlington's process was very deliberate and staff feels that their approach was well thought out
and produced an outstanding evaluative procurement process. Other entities are seeing this as well. For
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example, the City of Irving has used Arlington's process to acquire their red light photo enforcement
contractor. In anticipation of this action, Council authorized execution of an interlocal cooperative
purchasing agreement with the City of Arlington on July 24, 2007.
In addition to evaluating the process that our sister cities have used to choose their contractors, staff also
evaluated the actual contracts that the cities have executed. The City of Arlington's contract meets Fort
Worth's needs. It calls for an initial five-year contract term with two three-year renewal options.
Lastly, although staff was very impressed with the City of Arlington's process, we also performed a limited
evaluation of the vendors that our sister cities have chosen. Our research showed that each vendor has
strengths and each can provide references where their operation is providing a good service to their client
cities. Therefore, based primarily on the City of Arlington's extensive research, but also on our own
evaluation, staff is confident that Arlington's contractor, American Traffic Solutions, Inc., (ATS), will meet
Fort Worth's needs for our automated red light enforcement program.
In summary, staff found that: 1) the City of Arlington's procurement process was solid and objective; 2)
Arlington's contract with ATS meets Fort Worth's needs; and 3) the contractor, ATS, will be able to provide
everything Fort Worth needs for our automated red light enforcement program.
After execution of the contract, automated red light enforcement cameras will be placed at 10 intersections
beginning in November, 2007. Staff is developing a list of potential intersections and will communicate
these alternative locations to Council as soon as possible. Cost of installation, operation, and maintenance
of the cameras will be the responsibility of ATS. The City's cost will be about $4,750 per camera per
month.
An exception package will be required to staff the City's portion (administration, citation review and appeal,
etc.) of the program. The program's revenue should be sufficient to fund these positions. This package will
be submitted for Council's review during the upcoming budget sessions.
The Automated Red Light Enforcement Program will be self-sustaining. The $570,000, required for
expenditures before receipt of civil penalties, will be reimbursed to the General Fund from revenue
generated by citation fees.
American Traffic Solutions, Inc. has committed to 10 percent certified MWBE participation.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that upon approval of the above recommendations and adoption of the
attached supplemental appropriation ordinance, funds will be available in the current operating budget, as
appropriated, of the General Fund. Upon approval the unaudited, unreserved, undesignated fund balance
of the General Fund will be $4,365,474, which is the amount available above the minimum reserve fund
balance of $46,845,951 required by the City's Financial Management Policy Statements (i.e., 10 percent of
the current-year adopted budget expenditures less the annual transfer from the General Fund to the Debt
Service Fund.
TO Fund/Account/Centers FROM F u nd/Accou nt/C enters
GG01 539120 0202504 $570,000.00 GG01 539120 0202504 $570,000.00
Submitted for City Manager's Office by- Marc Ott (8476)
Originating Department Head: Robert Goode (7804)
Additional Information Contact: Randy Burkett (8774)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 8/15/2007