HomeMy WebLinkAboutItem 09 Approval of the Seventh Amendment to the Photo Enforcement Services AgreementMeeting Date: November 7, 2023
Item #: 9
Contact Name: Saima Plasencia Department Director: Saima Plasencia
Contact Number: Ext. 3022 City Manager: Robert Frank
Background Summary:
The Police Department desires to ensure the safety of the citizens traveling the roadways within the City's
limits. The disregard of traffic control signals within intersections and speeding in school zones pose a threat
to all citizens who travel on our roadways. The current contract with American Traffic Solutions (ATS) expires
on December 02, 2023. However, the Police Department and the Contractor desire to extend the term of the
Agreement for an additional five years with renewals contingency to end with written notice 120 prior to the
term's expiration. The Seventh Amendment reduces the cost of each camera system while maintaining
features and provides the opportunity to expand the Traffic Intersection Safety Program, which would also
include the enforcement of speed within the City's School Zones. Prior to considering a contract extension
with ATS, the Ocoee Police Department reviewed vendor services with other cities to ensure Ocoee was
getting the most favorable terms and conditions.
Issue:
Should the Honorable Mayor and City Commissioners approve the Seventh Amendment to the Agreement
with ATS?
Recommendations:
Section 21.5C of the Ocoee Code, allows the City Commission to waive the standards in City Code by a
majority vote for commodities or services in excess of $50,000.00. Therefore, pursuant to the authority stated
in section 21.5C of the Ocoee Code, staff recommends that the Honorable Mayor and City Commissioners
waive the bid requirements of the purchasing code and approve the seventh amendment to the agreement
with ATS. Staff believes this to be in the best interest of the City due to the overall cost of the program and to
prevent the possible downtime of removing the existing cameras and installing new ones. In addition,
continuing with the current vendor eliminates the need for training all employees utilizing a new system. The
staff is confident in this recommendation due to the City's experience with ATS, their overall experience in the
industry, and the customer service they have provided the City of Ocoee since 2008. Furthermore, under the
proposed Seventh Amendment to the Agreement, the terms and conditions extended to the City of Ocoee are
more favorable than our existing agreement with ATS.
Attachments:
1. Services Agreement
City of Ocoee a • Avenue - • t__ Florida 34761
• - 1 91 1i • •-- • •
Page 88 of 241
Financial Impacts:
There will be a decrease in the cost of the monthly camera operation cost. The expansion of the Intersection
Safety Program to include the addition of school speed zone enforcement would be an increased cost.
Type of Item: Consent
City • Ocoee - 1 N. Bluford Avenue - Ocoee, •. 34761
Phone: (407) 905-3100 - www.ocoee.org
Page 89 of 241
SEVENTH AMENDMENT TO CITY OF OCOEE PHOTO ENFORCEMENT SERVICES
AGREEMENT: RED LIGHT SAFETY CAMERAS FIXED SPEED SAFETY CAMERAS AND
TRANSPORTABLE SPEED SAFETY CAMERA SYSTEMS
WITH ENHANCED VIDEO AND ALPR SOLUTION SERVICES
This Photo Enforcement Services Agreement includes the attached Exhibits ("Agreement") and is made by
and between American Traffic Solutions, Inc., doing business as Verra Mobility, ("Verra Mobility") and the
City of Ocoee, Florida ("Customer").
WHEREAS, Customer desires to continue and/or expand photo enforcement program to enforce
traffic violations (the "Program") in accordance with §316.0083 and Chapter 2023-174, Florida Statutes and
ordinance code §§168-10-.14 and ;
WHEREAS, Verra Mobility has the exclusive possession and ownership of the Back -office System
"BOS", including certain knowledge, equipment, licenses, and the processes for processing Events;
WHEREAS, Customer selected Verra Mobility to provide services to implement and carry on the
Customer's Program;
WHEREAS, Customer desires to use the Camera Systems together with the BOS to monitor and
enforce traffic Violations and to issue Citations for traffic Violations as part of its Program; and
WHEREAS, Customer has determined that it has the authority to enter into this Agreement in
compliance with the laws, regulations, and policies applicable to it, including procurement laws, regulations,
and policies.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby
admitted and acknowledged, the parties agree as follows:
By signing below, the parties agree to the terms and conditions of this Agreement. Each individual signing
below represents that such individual has the requisite authority to execute this Agreement on behalf of the
entity which such individual represents and that all the necessary formalities have been met. This Agreement is
effective on the date of execution by the last signatory to this cover page ("Effective Date").
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC. CITY OF OCOEE, FLORIDA
ME
Name: Date Name: Date
Title: Title:
ATTEST:
By:
Name:
Title:
Page 90 of 241
I. DEFINITIONS
As used in this Agreement, the following words and terms shall, unless the context otherwise requires, have
the respective meanings provided below:
"Approach'.- One (1) direction of travel on a road including up to four (4) contiguous lanes and, if applicable
controlled by up to two (2) signal phases, on which a Camera System may be installed or deployed upon the
mutual agreement of the parties.
"Back -Office System" or "BOS". The proprietary back -end system that processes Events and Violations,
including the printing and mailing of Citations, the generation of evidence packages, and that provides system
generated reports of Violation counts.
"Business Hours". Eight (8) hours per day, Monday through Friday, excluding weekends and holidays.
"Business Rules": The Business Rules Questionnaire to be completed by Customer and delivered to Verra
Mobility setting forth the business rules for the implementation and operation of the Program.
"Camera System"or "Camera". A photo -traffic monitoring device consisting of one (1) rear camera, strobe
(if applicable), and traffic monitoring device (including the wiring associated with each) capable of accurately
detecting a Violation, which records such data with one (1) or more images of such vehicle. "Camera System"
may refer to either a Red Ligbt Safety Camera System, a Fixed Speed Safety Camera System, or a Transportable
Speed Safety Camera System, depending on the context.
"Change Order Notice": Written notice from Customer requesting changes to the work required to be
performed or the addition of products or services to those required pursuant to the terms of this Agreement,
setting forth in reasonable detail the proposed changes.
"Change Order Proposal". A written statement from Verra Mobility describing the cost of the changes to
the work or addition of products or services requested by Customer in a Change Order Notice.
"Citation": A citation, notice of violation, notice of infraction, notice of liability or equivalent instrument
issued by a competent state, county or municipal law enforcement agent or agency or by a court of competent
jurisdiction relating to a Violation documented or evidenced in the BOS.
`Designated Safety Zone": A designated safety zone in which a Camera System may be installed or deployed.
"Event": A potential Violation captured by the Camera System.
"Fees": The amount payable by Customer to Verra Mobility for equipment, services, and maintenance as set
forth in EXHIBIT A.
"Fixed Speed Safety Camera System". A Camera System that uses radar, or other vehicle detection
technology, to capture the speed of a motor vehicle and generates recorded images of an Event and is installed
on a mutually agreed upon Approach.
`laws': All federal, state, or local, laws, ordinances, regulations, and orders.
"Notice to Proceed". Written confirmation from Customer that Verra Mobility may proceed with the
installation or deployment of a given Camera System, a form of which is attached as EXHIBIT C.
Page 2 of 35 Page 91 of 241
"Owner": The owner(s) of a motor vehicle as shown by the motor vehicle registration records of the motor
vehicle department or the analogous agency of another state or country, including a lessee of a motor vehicle
under a lease of six months or longer.
"Paid Citation". A situation where the Person cited has paid any portion of the penalty, fine, funds, fees or
costs associated with the particular Citation.
"Person" or "Persons". Any individual, partnership, joint venture, corporation, limited liability company,
trust, unincorporated association, governmental authority or political subdivision thereof or any other form of
entity.
"Photo Enforcement Infrastructure": The poles, foundation, conduit, and other below -grade infrastructure
associated with installing Camera Systems.
"Program Revenue": Any gross penalty, fine, funds, fees or costs paid by a violator for any reason related to
any Violation.
"Project Time Line": The initial schedule and timelines required to begin the implementation of Customer's
project, as mutually agreed upon by the parties. The initial project timeline will be prepared assuming the active
cooperation and engagement of the Program stakeholders set forth in Section 2.1.1 of EXHIBIT B.
"Red Light Safety Camera System": A Camera System that uses vehicle detection technology to capture a
vehicle traversing a red light traffic signal and generates recorded images of an Event and is installed on a
mutually agreed upon Approach.
"System". A Camera System and the related Photo Enforcement Infrastructure.
"Transportable Speed Safety Camera System": A Camera System, which is capable of capturing speed
Events, capable of being moved from a Designated Safety Zone to another.
"Violation": A failure to obey an applicable traffic law or regulation related to a failure to obey a traffic signal
or related to operating a motor vehicle in excess of the posted speed limit, as determined in Customer's sole
discretion.
II. GENERAL TERMS AND CONDITIONS
1. VERRA MOBILITY AGREES TO PROVIDE:
The scope of work identified in EXHIBIT B, Section 1.
2. CUSTOMER AGREES TO PROVIDE:
The scope of work identified in EXHIBIT B, Section 2.
3. (if applicable) ADDITIONAL SERVICES:
Verra Mobility shall provide the additional services set forth on EXHIBIT B, Sections 3.1 - Enhanced
Video Services and 3.2 - Automated License Plate Recognition (ALPR) Solutions, subject to the additional
terms and conditions specified therein.
4. TERM:
Page 3 of 35 Page 92 of 241
This Agreement shall commence upon the Effective Date and shall continue for a term of five (5) years from
the Effective Date, unless new Camera Systems are installed subsequent to the Effective Date, then the term
shall continue for five (5) years from the first day of the month following the first -issued Citation from the last
Camera System that is installed or deployed pursuant to the last Notice to Proceed delivered by Customer to
Verra Mobility. This Agreement will automatically extend for consecutive one (1) year terms. However,
Customer or Verra Mobility may terminate this Agreement at the expiration of any term by providing written
notice of its intent not to extend the Agreement one hundred twenty (120) days prior to the expiration of the
then -current term.
5. FEES AND PAYMENT:
5.1 Customer shall pay for all equipment, services and maintenance based on the fee schedule indicated in
EXHIBIT A, Service Fee Schedule 1. Payments for Fees shall be made via Automated Clearing House
(ACH).
5.2 Invoices shall be in standard Verra Mobility format and provided electronically.
5.3 Customer shall pay all Fees due Verra Mobility based upon invoices from the preceding month within
thirty (30) days of submission. Late payments may be subject to interest calculated at 1.5% per month
on open balances.
5.4 Verra Mobility's Fees will be fixed for the first twelve (12) months the Customer is invoiced under the
Agreement; thereafter, unit prices will increase annually by the Consumer Price Index (CPI), according
to the average change during the prior twelve (12) months in the CPI for All Urban Consumers (CPI-U)
for U.S. Consumer average, as published by the Bureau of Labor Statistics, U.S. Department of Labor
for the Services category listed under Commodity and Service Group.
5.5 Flexible Payment Plan:
During the term of the Agreement, payments by the Customer may be made to Verra Mobility under
a Flexible Payment Plan if the total funds collected by the Program are insufficient to cover the Fees
due Verra Mobility. Under the Flexible Payment Plan, the Customer may defer certain payments due
and owing to Verra Mobility during the term of the Agreement. If at the end of the term sufficient
funds have not been collected by the Customer to pay the accrued balance then due to Verra Mobility,
Verra Mobility agrees to waive its right to recovery with respect to any balance owing to Verra Mobility
at the end of that term.
This Flexible Payment Plan will be applied as follows: Verra Mobility will maintain an accounting of
any net balances owed Verra Mobility each month during the term. If the total amount of funds
collected from all Camera Systems combined during a month exceeds the amount of the Verra Mobility
invoice for the same month, the Customer shall pay Verra Mobility the total amount due on the invoice.
If the total amount of funds collected from all Camera Systems combined during a month is less than
the amount of the Verra Mobility invoice for the same month, the Customer shall pay Verra Mobility
only the amount collected during the same month and Customer may defer payment of the remaining
balance. If opting to use a Flexible Payment Plan, Customer will provide Verra Mobility with sufficient
information about payments received directly by the Customer or by the Courts to accurately determine
the amount of funds collected. Payments due Verra Mobility will be reconciled by applying funds
collected in subsequent months, first to the accrued balance and then to the subsequent monthly
invoice. If at any time the Verra Mobility invoices, including any accrued balance are fully repaid,
Customer will retain all additional funds collected. Any funds in excess of the total balance due
(whether reserved in cash or not by Customer) will be available to offset future Verra Mobility invoices
during the term of the Agreement and any renewal term. Customer agrees and understands the Flexible
Page 4 of 35 Page 93 of 241
Payment Plan shall be applied in the aggregate across all installed Camera Systems and will not be
applied on a per Camera System basis or on a per month basis.
Example: Fee of $4,750 per Camera System per month and four (4) cameras installed. If during Month
1 camera #1 revenue is $5,000, camera #2 revenue is $3,500, camera #3 revenue is $6,000 and camera
#4 revenue is $3,000, the total revenue from the Camera System for the month is $17,500. Verra
Mobility would invoice Customer for $19,000 ($4,750 x 4 Camera Systems). However, Customer would
only be required to pay $17,500 in Month 1 and the $1,500 deficit would carry over to subsequent
months. If in Month 2 the combined revenue from the 4 Camera Systems was $25,000, Verra Mobility
would invoice the Customer $19,000 ($4,750 X 4 Camera Systems) and the prior month $1,500 deficit
would also be due. The Customer is not responsible for any previously deferred balance remaining
after termination of the Agreement.
Flexible Payment Plan — Limitations. This provision shall not apply if: (1) Customer elects not to
enforce all legally enforceable Violations; (2) Customer elects not to pursue collections on unpaid
Violations; (3) Customer directs Verra Mobility to install a camera at a site where violation rates are
projected by Verra Mobility to be below the rate required by Verra Mobility for an acceptable
installation; (4) Customer waives and/or fails to timely process more than ten percent (10%) of valid
Violations forwarded to law enforcement for acceptance according to the Business Rules; or (5)
Customer does not provide Verra Mobility with access to an accurate accounting of all payments
received other than payments received through Verra Mobility enabled payment channels.
6. COMMUNICATION OF INFORMATION:
Verra Mobility will comply with reasonable requests from Customer for information obtained by Verra Mobility
through operation of the Camera Systems or the BOS. Verra Mobility reserves the right to assess a fee for such
services if such information is requested by a third -party or if Customer could retrieve the information from
the BOS without the assistance of Verra Mobility. Verra Mobility will not be under any obligation to provide
information directly to non -Customer requesting parties. For any non -Customer requests for information,
Verra Mobility shall work collaboratively with Customer to provide requested information in a timely manner
to Customer. Nothing in this paragraph shall be construed contrary to the terms and provisions of any public
records laws, insofar as they may be applicable.
Public Records: As required by section 119.0701, Florida Statutes, Verra Mobility hereby specifically agrees to
comply with the public records laws of the State of Florida. Verra Mobility specifically agrees to:
(i) Keep and maintain public records required by the Customer in order to perform the service.
(ii) Upon request from the Customer's custodian of public records, provide the Customer with a copy of
the requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by
law.
(iii) Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the Agreement term
and following completion of the Agreement if Verra Mobility does not transfer the records to the
Customer.
(iv) Upon completion of the Agreement, Verra Mobility shall maintain all public records in accordance
with the Agreement for a period of ISO days and thereafter transfer at no cost to the Customer all of
the public records in possession of Verra Mobility. After transfer of all public records to the Customer,
Verra Mobility shall not maintain any duplicate public records that are exempt or confidential from
Page 5 of 35 Page 94 of 241
public records disclosure requirements. All records stored electronically must be provided to the
Customer upon request from the Customer's records custodian in a format that is compatible with the
information technology systems of the Customer. This Subsection (iv) is not intended to supersede
Section 15 "Termination", however this subsection (iv) governs as it pertains to what is legally required
pursuant to Chapter 119, Florida Statutes.
(v) In the event Verra Mobility fails to comply with a public records request, the Customer shall be
authorized to enforce this contractual provision.
(vi) AS IT RELATES TO THIS AGREEMENT, IN THE EVENT VERRA
MOBILITY HAS QUESTIONS ON ITS DUTY AND APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, VERRA MOBILITY
SHALL CONTACT THE CUSTOMER RECORDS CUSTODIAN AT:
(407) 905-3100 EXTENSION 1022, EMAIL: CCDL@CI.00OEE.FL.US,
WITH AN OFFICE LOCATED AT 1 N. BLUFORD DR., OCOEE,
FLORIDA 34761.
7. CONFIDENTIALITY:
No information given by Verra Mobility to Customer will be of a confidential nature, unless specifically
designated in writing as proprietary or confidential by Verra Mobility ("Verra Mobility Confidential
Information"). If, however, Verra Mobility does designate certain information as proprietary or confidential,
Customer shall treat the Verra Mobility Confidential Information with the same degree of care and same
restrictions as Customer treats its own proprietary and confidential information, but in no event with less
than reasonable care and reasonable restrictions. Customer will use Verra Mobility Confidential Information
solely in connection with its rights and obligations under this .Agreement, and will not use Verra Mobility
Confidential Information for any other purpose, including but not limited to any use to harm or injure Verra
Mobility or in any other way detrimental to Verra Mobility. If Customer receives a request or becomes legally
obligated or compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative
demand, other demand or request by a governmental agency, or the application of statutes, rules or
regulations) to disclose any of the Verra Mobility Confidential Information, Customer will promptly provide
Verra Mobility with written notice of such request or requirement before any disclosure, and will cooperate
with Verra Mobility's reasonable efforts to obtain confidential treatment of the Verra Mobility Confidential
Information. If a protective order or other confidential treatment is not obtained or if Verra Mobility waives
its rights under this paragraph, Customer agrees to furnish only so much of the Verra Mobility Confidential
Information as it is legally required to furnish and to exercise its best efforts to obtain written assurances that
confidential treatment will be accorded to the Verra Mobility Confidential Information. Customer will give
Verra Mobility an opportunity to review the Verra Mobility Confidential Information prior to its disclosure,
and Customer will allow Verra Mobility to participate in any related proceeding. Nothing in this paragraph
shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be
applicable.
8. PROPRIETARY RIGHTS:
8.1 Back -Office System: Verra Mobility's proprietary BOS is software -as -a -service. Under all circumstances,
Verra Mobility shall retain ownership of the BOS and all associated .intellectual property rights, including
any modifications, configurations, improvements, enhancements, upgrades, or further developments of the
BOS, even if modified, configured, improved, enhanced, upgraded, or further developed at the request,
feedback, or recommendation of the Customer. Under no circumstance will any modifications,
Page 6 of 35 Page 95 of 241
configurations, improvements, enhancements, upgrades, or further developments of the BOS be considered
"Work for Hire" for. Customer. Customer agrees not to copy, rent, lease, sell, distribute, or create derivative
works based on the BOS or related documentation in whole or in part, by any means except as expressly
authorized in writing by Verra Mobility. During the term of our Agreement with Customer, Verra Mobility
grants Customer a non-exclusive, non -transferable, revocable license to access and use the BOS for the sole
purpose of Customer performing its obligations under this Agreement.
8.2 Systems: Under all circumstances, Verra Mobility shall retain ownership of all Camera Systems and all
associated .intellectual property nights.. On and as of the date of termination of this .Agreement, Customer
shall be deemed to accept and receive full ownership and control of the Photo Enforcement Infrastructure.
8.3 Public Safety Campaign and Public Awareness: As between the parties, Verra Mobility owns and retains all
rights, title and interest in and to the Public Safety Campaign Content, if any, created by Verra Mobility and
all intellectual property rights therein, excluding all Customer Content. "Public Safety Campaign Content"
means all content, trademarks, service marks, works of authorship, products, software, software code,
databases, technology, information, data, specifications, documentation, algorithms, technical and business
plans, and other materials of any bind, and all intellectual property rights therein produced by Verra Mobility
for a Public Safety Campaign pursuant to EXHIBIT B. Verra Mobility grants to Customer a perpetual,
revocable, non -transferable, and non-exclusive license to use, copy, display, and distribute the Public Safety
Campaign Content solely to promote Customer's photo enforcement programs, and to modify the Public
Safety Campaign Content as needed for formatting for exercise of the license granted.
8.4 In order to produce the Public Safety Campaign Content, Customer grants Verra Mobility a nonexclusive,
fully paid -up, license to use, reproduce, distribute, perform, practice and display, and to create derivatives
of all content, trademarks, service marks, works of authorship, products, software, software code, databases,
technology, information, data, specifications, documentation, algorithms, technical and business plans, and
other materials of any kind, and all intellectual property rights therein provided to Verra Mobility
("Customer Content") solely for Verra Mobility to (i) create the Public Safety Campaign Content, and (ii)
provide services to Customer. Customer has the ability to approve use of any Customer Content in the
Public Safety Campaign Content. In order to carry out the purposes of this Agreement, for the term of
this Agreement, Verra Mobility grants Customer a non-exclusive, non -transferable, revocable license to use
and display Verra Mobility information, including Verra Mobility trademarks, provided by Verra Mobility
on or in marketing, public awareness or education, or other publications or materials relating to the Program,
so long as any and all such publications or materials are approved by Verra Mobility in advance of use.
8.5 Data Use: Verra Mobility shall retain the ownership rights to all metadata, business intelligence, or other
analytics obtained, gathered, or mined by Verra Mobility from the data captured by the Camera Systems and
the BOS, including through the Enhanced Video Services, as defined in EXHIBIT B. Furthermore, Verra
Mobility has a right to use non -personalized and aggregated Program data for its internal business purposes,
analytics, statistical analysis, and to perform analyses which would further Customer's Program.
8.6 Public Disclosure: Verra Mobility Corporation, the ultimate parent company in the corporate family, is a
public company registered with the U.S. Securities and Exchange Commission (SEC) with shares of its
common stock listed on the NASDAQ. Nothing in this Agreement shall be construed to limit Verra
Mobility's or Verra Mobility Corporation's ability to comply with our disclosure obligations as interpreted
by our attorneys and accountants under applicable, laws, rules, and regulations of the SEC or the NASDAQ.
9. INDEMNIFICATION AND LIABILITY:
9.1 Indemnification by Verra Mobility. Verra Mobility agrees to indemnify 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
Page 7 of 35 Page 96 of 241
judgments (collectively, "Losses"), which may be imposed on or incurred by any Customer Party arising
out of or related to the gross negligence of, willful misconduct of, or material breach of this .Agreement by
Verra Mobility, which results in death or bodily injury to any natural person (including third parties) or any
damage to any real or tangible personal property (including the personal property of third parties), except
(i) to the extent caused by the gross negligence of, willful misconduct of, or material breach of this
Agreement by any Customer Party, (ii) to the extent such Loss was caused by Customer Part's access to
and use of the Enhanced Video Services, (iii) to the extent such Loss was caused by Customer Parry's
access to and use of the ALPR Solution, or (iv) any claim or action caused by Customer's failure to perform
its obligations under. this .Agreement.
9.2 Indemnification by Customer. Customer hereby agrees to indemnify Verra Mobility and its affiliates,
shareholders or other interest holders, managers, officers, directors, employees, agents, representatives and
successors, permitted assignees and all Persons acting by, through, under or in concert with them
(individually, an "Verra Mobility Party" and collectively, the "Verra Mobility Parties") against any and all
Losses which may be imposed on or incurred by any Verra Mobility Party arising out of or related the gross
negligence of, willful misconduct of, or material breach of this Agreement by the Customer which results
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 panties), except (a) to the extent caused by the
gross negligence of, willful misconduct of, or material breach of this Agreement by any Verra Mobility
Party or (b) any Claim caused by Verra Mobility's failure to perform its obligations under this Agreement.
Upon the termination of this Agreement, Customer agrees to indemnify Verra Mobility Parties against any
and all Losses which may be imposed on or incurred by any Verra Mobility Party arising out of or related
to any Claim related to the Photo Enforcement Infrastructure.
9.3 Indemnification Procedures. In the event of any Claim in respect of which any party hereto seeks
indemnification from the other, the party seeking indemnification (the "Indemnified Party") shall give the
party from whom indemnification is sought (the "Indemnifying Party") written notice of such Claim
promptly after the Indemnified Party first becomes aware thereof; provided, however, that failure to give
such notice shall not preclude indemnification with respect to such Claim except to the extent of any
additional or increased Losses or other actual prejudice directly caused by such failure. The Indemnifying
Party and the Indemnified Party shall cooperate in the defense or settlement of any Claim and no party
shall have the right to enter into any settlement agreement that materially affects the other party's material
rights or material interests without such party's prior written consent, which consent shall not be
unreasonably withheld or delayed.
9.4 Limited Liability. In no event shall Verra Mobility's liability under this Agreement exceed the greater of
$1,000,000 or the average of the prior twelve (12) months of Fees paid by Customer pursuant to this
Agreement. Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to
the other, by reason of any representation or express or implied warranty, condition or other term or any
duty at common or civil law, for any indirect, incidental, special, or consequential damages, or lost profits,
lost fines, or lost data however caused and on any theory of liability, arising out of or relating to this
Agreement.
10. INSURANCE:
Verra Mobility shall maintain the following minimum scope and limits of insurance:
10.1 Commercial General Liability Insurance including coverage for bodily injury, property damage, premises
and operations, products/completed operations, personal and advertising injury, and contractual liability
with a combined single limit of $1,000,000 per occurrence.
Page 8 of 35 Page 97 of 241
10.2 Workers' Compensation as required by applicable state law, and Employer's Liability Insurance with limits
of not less than $500,000 each accident. Verra Mobility shall at all times maintain Worker's Compensation
insurance coverage in the amounts required by Law, but shall not be required to provide such coverage
for any actual or statutory employee of Customer.
10.3 Commercial Automobile Liability Insurance for all owned, non -owned and hired automobiles and other
vehicles used by Verra Mobility with a minimum $1,000,000 combined single limit bodily injury and
property damage.
10.4 Customer shall be named as additional insured on the comprehensive general liability policies provided
by Verra Mobility under this Agreement.
10.5 Certificates showing Verra Mobility is carrying the above -described insurance shall be furnished to
Customer within thirty (30) calendar days after Customer request.
Customer shall maintain the following minimum scope and limits of insurance:
10.6 Commercial General hiability insurance including coverage for bodily injury, property damage, premises
and operations, products/completed operations, personal and advertising injury, and contractual liability.
10.7 Worker's Compensation coverage as required by applicable state law and Employer's Liability Insurance.
10.8 Business Automobile Liability Insurance coverage for automobiles and all installed equipment, on any
automobiles driven by Customer employees or contractors. Coverage will include liability and collision
damage and shall provide 100% coverage.
10.9 Upon request, Customer will provide certificates of insurance, listing Verra Mobility as an additional
insured on Business Automobile Liability Insurance. If self -insured, the Customer will maintain coverages
sufficient to cover any liability specified above that may arise from the performance of this Agreement
and show evidence of such. If Customer fails to meet the above insurance requirements, Verra Mobility
reserves the right to procure such insurance and bill the Customer.
11. LIMITED WARRANTY:
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VERRA MOBILITY MANS NO
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WITH
RESPECT TO THE CAMERA SYSTEMS, THE BOS, OR ANY RELATED EQUIPMENT OR
SOFTWARE, OR WITH RESPECT TO THE RESULTS OF THE PROGRAM. THE CUSTOMER
ACKNOWLEDGES THAT AT TIMES SUCH SYSTEMS AND RELATED EQUIPMENT AND
SOFTWARE MAY MALFUNCTION OR OTHERWISE NOT OPERATE AS ANTICIPATED. VERRA
MOBILITY SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY SUCH .MALFUNCTION IN A
TIMELY MANNER.
12. STATE LAW TO APPLY:
This Agreement shall be construed under and in accordance with the laws of the State of Florida.
13. DISPUTE RESOLUTION:
13.1 All disputes arising out of or in connection with the Agreement shall be attempted to be settled through
good -faith efforts between senior management of both parties. Following thirty (30) days of
Page 9 of 35 Page 98 of 241
unsuccessful negotiation, the parties shall participate in professionally -assisted mediation, with a
mediator acceptable to both parties. The parties agree to discuss their differences in good faith and to
attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The
mediation will be treated as a settlement discussion and therefore will be confidential. The mediator
may not testify for either party in any later proceeding relating to the dispute. No recording or
transcript shall be made of the mediation proceedings. Each party will bear its own costs in the
mediation. The fees and expenses of the mediator will be shared equally by the parties.
13.2 Failing resolution through negotiation or mediation, any remaining dispute shall be submitted to
binding arbitration in accordance with the Arbitration Rules for Professional Accounting and Related
Services Disputes of the American Arbitration Association ("AAA Rules") before a single arbitrator.
The place of arbitration will be mutually agreed upon within fourteen (14) days of a decision to seek
arbitration. Limited discovery will be permitted in connection with the arbitration upon agreement of
the parties and upon a showing of substantial need by the party seeking discovery.
13.3 The arbitrator's decision shall follow the plain and natural meaning of the .relevant documents and shall
be final and binding. The arbitrator will have no power to award:
a) damages inconsistent with the Agreement; or,
b) punitive damages or any other damages not measured by the prevailing party's actual damages, and
the parties expressly waive their right to obtain such damages in arbitration or in any other forum.
13.4 All aspects of the arbitration will be confidential. Neither the parties nor the arbitrator may disclose
the existence, content or results of the arbitration, except as may be necessary to comply with legal or
regulatory requirements.
13.5 Each party will promptly pay its share of all arbitration fees and costs, provided that such fees and
costs shall be recoverable by the prevailing party as determined by the arbitrator. If a party fails to pay
such share promptly upon demand, the arbitrator shall, upon written request by the other party, enter
a final and binding decision against the nonpaying party for the full amount of such share, together
with an award of attorneys' fees and costs incurred by the other party in obtaining such decision, which
decision may be entered in any court of competent jurisdiction. Except for the failure of a party to
pay arbitration fees and costs that requires the arbitrator to order such payment, the parties will bear
their own attorneys' fees in any matter or dispute under this Agreement.
14. CHANGE ORDERS:
Customer may request the addition of any products or services that Verra Mobility provides or other changes
to the scope of work to be performed under this Agreement by providing a Change Order Notice to Verra
Mobility. Upon Verra Mobility's receipt of the Change Order Notice, Verra Mobility shall deliver to
Customer a Change Order Proposal. Following Customer's receipt of the Change Order Proposal, the parties
shall negotiate in good faith regarding a plan and schedule for implementation of the proposed changes; the
time, manner and amount of payment or price and any other matters relating to the proposed changes. Any
Change Order Proposal mutually agreed to by the parties in writing shall be incorporated as an addendum to
this Agreement. Any failure of the parties to reach agreement with respect to any foregoing as a result of any
proposed changes will not be deemed to be a breach of this Agreement.
15. TERMINATION:
15.1 Verra Mobility's services may be terminated:
Page 10 of 35 Page 99 of 241
(i) By mutual written consent of the parties; or
(ii) For material breach of this Agreement by either party, where the other party fails in any material
way to perform its obligations under this Agreement.
a) Where Customer is in breach of this Agreement for non-payment of Fees to Verra
Mobility, Verra Mobility may exercise any or all of the following remedies: (1) provide
Customer written notice and ten (10) days to cure before suspending performance and
turning off the Camera Systems; (2) terminate this Agreement for cause where Customer's
account remains delinquent sixty (60) days after written notice; and (3) in addition to the
foregoing, seek any other available remedies at law or equity.
b) Termination under this Subsection 15.1(ii) for any reason other than non-payment of Fees
by Customer is subject to the condition that the terminating party notifies the other party
of its intent to terminate, stating with reasonable specificity the grounds therefore, and the
other party fails to cure the default within forty-five (45) days after receiving written
notice.
(iii) In the event of termination of this Agreement prior to the end of its term for any reason, except
material breach by Verra Mobility, for any new Camera System installed after the Effective Date
of this Agreement, Customer shall pay Verra Mobility an early termination fee based on an amount
of $37,000 per Red Light Safety Camera System, $37,000 per Fixed Speed Safety Camera System
and $0 per Transportable Speed Safety Camera, amortized over sixty (60) months on a straight-
line basis for the cost of construction and installation of the Camera System.
(iv) Customer recognizes the substantial upfront costs Verra Mobility will incur to procure, provide
and install Camera Systems. Customer therefore agrees that any Camera Systems that Customer
authorizes through a Notice to Proceed shall remain installed and operational for the duration of
the term, unless otherwise mutually agreed. Verra Mobility will bill a restocking or standby fee for
any upfront costs associated with the Camera System(s), veh.icle(s), or other equipment in the event
Customer terminates or suspends a Notice to Proceed. If a Camera System is removed prior to
the end of the term, Customer shall pay the early termination fee applicable to such Camera System
as set forth in Section (iii) above.
15.2 Upon termination of this Agreement, including because it has reached the end of its term, the parties
recognize that Customer will have to process Events in the "pipeline". Accordingly, the parties shall
take the following actions and shall have the following obligations, which survive termination during
the wind -down period:
(i) Customer shall cease using the Camera Systems to capture Events.
(ii) Unless it is unlawful to do so, Verra Mobility will, for a period of ninety (90) days, continue to
process all Events captured before termination and provide all services associated with processing
in accordance with this Agreement and shall be entitled to a monthly Fee per Camera System.
After such ninety (90) day period, Verra Mobility will terminate all use of the BOS for Customer's
Program and upon such termination, the BOS, including Verra Mobility provided website
accessible by Owners/violators, and related lockbox shall no longer be capable of accepting
payments.
(iii) Except as provided for in Section 15.2(iv) related to the Photo Enforcement Infrastructure,
Customer shall return or allow Verra Mobility to recover all provided equipment within a
reasonable time not to exceed ninety (90) days.
Page 11 of 35 Page 100 of 241
(iv) Pursuant to Section 8, Customer shall be deemed to accept full ownership and control of the Photo
Enforcement Infrastructure. Upon Customer's request or if otherwise required by Law, regulation,
or administrative agency, and subject to the limitations set forth herein, Verra Mobility shall
remove the Photo Enforcement Infrastructure Verra Mobility installed in connection with Verra
Mobility's performance of its obligations under this Agreement for the actual cost of the removal
(presently estimated at approximately $5,000 per Approach) plus an additional 20% service fee
(the "Removal Fee"). As part of the services performed for the Removal Fee, Verra Mobility shall
restore the surface of Customer's property to substantially the same condition as such property
was in immediately prior to this Agreement, except for foundation removal, which shall be left
approximately flush with grade with no exposed bolts, or other hazards. Installed underground
Photo Enforcement Infrastructure shall not be required to be removed, and Customer shall accept
and observe any and all duties, obligations, or liabilities associated with the remaining foundation,
conduit, or other below -grade Photo Enforcement Infrastructure.
15.3 In the event of termination by Verra Mobility for non-payment of Fees by Customer, Verra Mobility
shall cease processing Events as of the date of termination.
16. LIMITED AGENCY:
Customer hereby grants Verra Mobility the authority to act on its behalf as a limited agent of Customer, and.
shall cause the applicable law enforcement agency to grant Verra Mobility the authority to act as a limited
agent of the law enforcement agency, for the purposes of (i) facilitating establishment of bank accounts and
delivering payment/transfer instructions, if applicable; (ii) access to DMV records; and (iii) generating and
administratively processing recorded images of Events as described in this Agreement and the Business Rules.
Verra Mobility and its employees, contractors, agents and servants will in no event be considered to be
employees, agents (other than in the limited capacity described herein), or servants of Customer. This
Agreement does not and shall not be interpreted as creating a general agency relationship between Verra
Mobility and Customer.
17. USE OF SUBCONTRACTORS:
From time to time, Verra Mobility may subcontract certain services provided under this Agreement without
notice to or consent of Customer.
18. DATA RETENTION:
Subject to litigation holds, court orders, changes in Law, or other legal requirements applicable to Verra
Mobility, Verra Mobility shall maintain the categories of data set forth under the heading "Type of Record"
for the periods of time set forth under the heading "Minimum Verra Mobility Retention Period" on
EXHIBIT E during the term of this Agreement. Customer represents and warrants to Verra Mobility that
the data retention schedule provided by Customer complies with the laws applicable to Customer.. Within
one hundred -twenty (120) days of the later of the termination of this Agreement or the termination of any
wind -down period, Verra Mobility shall at its option either (i) place the Violation Images, Non -Violation
Images, Individually Identifiable Violation Records, and Individually Identifiable Non -Violation Records
(each as described on EXHIBIT E), not previously disposed of in accordance with the data retention
schedule at a secured location with SFTP access or (ii) provide Customer with a hard -drive containing the
Violation Images, Non -Violation Images, Individually Identifiable Violation Records, and Individually
Identifiable Non -Violation Records, where Customer shall have ninety (90) days to retrieve and validate the
information. After ninety (90) days, Verra Mobility shall delete all data from the SFTP location (if applicable)
and shall have no further data retention obligations to Customer with respect to such data. Customer
acknowledges that DMV data source providers may require Customer to enter into licensing agreements with
Page 12 of 35 Page 101 of 241
the DMV data source providers in order for Customer to have continued access to certain registered owner
information after the termination of this Agreement.
19. ASSIGNMENT:
Neither party may assign all or any portion of this Agreement without the prior written consent of the other,
which consent shall not be unreasonably withheld or. delayed. However, for business financing purposes or
other corporate reorganizational purposes, Verra Mobility may sell, assign, transfer or convey any interest in
this Agreement in whole or in part without the written consent of Customer.
20. 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, hurricanes, epidemics, pandemics, quarantine restrictions, strikes, freight embargoes,
unusually severe weather, supply -chain disruptions or governmental authorities approval delays which are not
caused by any act or omission by the parties. The party whose performance is affected agrees to notify the other
promptly of the existence and nature of any delay. For the avoidance of doubt, road construction is not an event
of Force Majeure on behalf of the Customer. The term of the Agreement shall be extended by a period equal to
that during which either party's performance is suspended under this Section.
21. NOTICES:
Any notices or demand which, under the terms of this Agreement or under any statute, that must or may be
given or made by Verra Mobility or Customer shall be in writing and shall be given or made by personal.
service, overnight delivery service (e.g. Federal Express), or by certified mail to the parties at the following
addresses:
City of Ocoee, Florida
1 N. Bluford Ave
Ocoee, Florida 34761
Attn: City Manager
22. LEGAL CONSTRUCTION:
American Traffic Solutions, Inc.
1150 North Alma School Road
Mesa, Arizona 85201
Attn: Government Solutions Legal Department
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other
provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had not been contained herein. This Agreement shall be enforced to the maximum extent possible
so as to give effect to the intent of the parties and shall be reformed without further action by the parties to the
extent necessary to make such provision valid and enforceable herein.
23. AMENDMENTS TO THE AGREEMENT:
Any changes, modifications or amendments to this Agreement shall be in writing and signed by both parties.
24. INTEGRATION:
Except as expressly amended or modified by the terms of this Seventh Amendment, all terms of the Agreement
as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth
Amendment, or Sixth Amendment, shall remain in full force and effect. In the event of a conflict between the
terms of this Seventh Amendment and the Agreement, or the First, Second, Third, Fourth, Fifth, Sixth
Amendment thereto, the terms of this Seventh Amendment shall prevail and control. This Agreement
Page 13 of 35 Page 102 of 241
constitutes the sole and only agreement of the parties and supersedes any prior or contemporaneous
understanding, written or oral, between the parties respecting its subject matter.
25. SURVIVAL:
The following provisions of the General Terms and Conditions shall survive the termination of this
Agreement: Sections 5, 7, 8, 9, 11, 12, 13, 15, 16, 18, 20, 21, 22 and this Section 25.
26. ADDITIONAL SERVICES:
During the term of this Agreement, from time -to -time Verra Mobility may propose certain new technologies
for Customer to consider and, if so desired, Customer may procure from Verra Mobility the new technologies
through an amendment to this Agreement upon terms to be mutually agreed upon by the parties.
27. PILOTS:
From time to time, at the mutual agreement of the parties, Verra Mobility may pilot existing Verra Mobility
products and services or products and services that are under development by Verra Mobility or its current or
future subcontractors and vendors (each a "Vendor"). During any pilot pursuant to this Section 27, registered
owner information shall not be used and no Events will be issued as Citations and no mailing of warnings or
Citations will occur. Customer expressly acknowledges that Verra Mobility is under no obligation to retain for
any period of time any data produced by any pilot systems. Verra Mobility may request Customer or its
employees to provide feedback on the use, quality, viability, features, functionality, or desirability of pilot
systems ("Customer Feedback"). All data, drawings, plans, specifications, blueprints, studies, reports,
memoranda, computation sheets, computer files and media or other documents prepared or generated by Verra
Mobility or a Vendor or a pilot system in connection with any pilot shall remain the property of Verra Mobility
(the "Pilot Data"). To the extent that such Pilot Data is provided to Customer, Verra Mobility grants to
Customer a limited, personal, non sublicensable, nonexclusive license to use the Pilot Data, solely for evaluation
and statistical purposes. Actual program performance may vary from pilot performance. Customer
acknowledges and agrees that the terms of this Agreement, except for Sections 7, 10, 11, 12, 13, 17, 20, 21, 22
and this Section 27, shall not apply to any such pilot.
28. EXECUTION:
This .Agreement may be executed in one or more counterparts, each of which will be deemed to be an original
copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the
same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile or ".pdf'
transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be
used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or
".pdf' shall be deemed to be their original signatures for any purpose whatsoever.
29. ADDITIONAL PROVISIONS:
Compliance with Fla. Stat. § 287.133, Public Entity Crime
Verra Mobility represents that it has not been convicted of a public entity crime. "Public entity crime" means
a violation of any state or federal law by a person with respect to and directly related to the transaction of
business with any public entity or with an agency or political subdivision of any other state or with the United
States, .including, but not limited to, any bid, proposal, reply, or contract for goods or services, any lease for real
property, or any contract for the construction or repair of a public building or public work, involving antitrust,
fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. Verra Mobility has
reviewed and shall comply with the provisions of 287.133 of the Florida Statutes, Public entity crime; denial or
revocation of the right to transact business with public entities.
Page 14 of 35 Page 103 of 241
Compliance with Fla. Stat. § 448.095, Employment Eligibility
Verra Mobility is required to register with and use the E-verify system in order to verify the work authorization
status of all newly hired employees. Verra Mobility represents, warrants, and attests that Verra Mobility has
registered for and utilizes the U.S. Department of Homeland Security's E-Verify System to verify the
employment eligibility of:
a) All persons employed by Verra Mobility to perform employment duties within Florida during the term
of the Subcontract; and
b) All persons (including subvendors/ subconsultants /subcontractors) assigned by Verra Mobility to
perform work pursuant to the Agreement. Verra Mobility acknowledges and agrees that registration
and use of the U.S. Department of Homeland Security's E-Verify System during agreement is a
condition of each agreement with a county, municipality, or other governmental entity or agency within
the State of Florida; and
c) Verra Mobility shall comply with the provisions of Section 448.095, Fla. Stat., `Employment
Eligibility," as amended from time to time. This includes, but is not limited to .registration and
utilization of the E-Vcrify System to verify the work authorization status of all newly hired employees.
Verra Mobility shall also require all subvendors/subconsultants/subcontractors to provide an affidavit
attesting that it does not employ, contract with, or subcontract with, an unauthorized alien. Verra
Mobility shall maintain a copy of such affidavit for the duration of the Subcontract.
d) Verra Mobility represents, warrants, and attests that it does not employ, contract with, or subcontract
with, an unauthorized alien. Verra Mobility acknowledges that if Customer has a good faith belief that
Verra Mobility has violated § 448.095 Fla. Star., Customer reserves the right to terminate the
Agreement immediately.
[REMAINDER OPPAGE INTENTIONALLY LEFT BLANK]
Page 15 of 35 Page 104 of 241
EXHIBIT A
SERVICE FEE SCHEDULE
1.0 Description of Pricing
Fees are based on per camera and are as follows:
Product Description
Fee
Red Light Safety Camera System — the parties shall mutually agree on the
$3,950 Fixed Fee per
Month per Camera System
number of Camera Systems to be installed.
Per Camera System fee is
based on the first two (2)
paid Citations per Camera
System per day (based on
Fixed Speed Safety Camera System — the parties shall mutually agree on the
$60.00 per Citation
retained by Customer) on
number of Camera Systems to be installed.
average across all
operational units and then
$6.00 for each additional
aid Citation.**#
Per Camera System fee is
based on the first three (3)
paid Citations per Camera
System per day (based on
Transportable Speed Safety Camera System — the parties shall mutually agree
30 day month and $60.00
per paid Citation retained
on the number of Camera Systems to be installed.
by Customer) on average
Fee includes one relocation per Transportable Speed Safety Camera System per
across all operational units
and then $6.00 for each
month.
additional paid Citation (i.e.
10% of remaining
Customer retained Program
Revenue)**#
Subsequent Notices Mailing Fee — For any additional notices sent by first
class mail required by the Customer or required by Law in excess of the standard
$2.00 per page per notice
set of notices as described in Subsection 1.2.3 of EXHIBIT B, Verra Mobility
will charge the Customer a Subsequent Notices Mailing Fee.
Video Retrieval Fee: Verra Mobility shall retrieve up to one (1) video per week
For all additional video
at no cost to Customer. Note: Customer shall have unlimited ability to self-
retrievals, the fee is $10.00
retrieve video at no cost to Customer through the Enhanced Video Services.
each.
Service Fees: All service Fees per Camera System above includes all costs required and associated with a Camera
System installation, routine maintenance, use of BOS for back -office operations and reporting, Event processing
services, DMV records access, the standard set of notices as described in Subsection 1.2.3 of EXHIBIT B,
lockbox and epayment processing (excluding user convenience fee, which is paid by payor and excluding any
bank account set up or monthly bank account fees), IVR call center support for general Program questions and
public awareness Program support. Any required certified mail, or other special mailing, is not included and the
fee is extra and will be billed per unit as published by the US Postal Service.
Page 16 of 35 Page 105 of 241
*Fee also includes continued provision of existing Rekor/Flock ALPR Cameras on Customer owned Trailers.
Customer may add additional ALPR Cameras for an additional negotiated fee through a Change Order pursuant
to Section 14 of the Agreement. Fee also includes upgrade of mutually agreed to Red Light Safety Camera Systems
currently installed. The upgrades will be agreed to through a Notice to Proceed in the substantially the form
found in Exhibit C.
**Fee Per Paid Citation (Fixed) — Example. Customer has four (4) Fixed Speed Safety Camera Systems installed
during the month of September and camera #1 has 500 Paid Citations, camera #2 has 400 Paid Citations, camera
#3 has 350 Paid Citations and camera #4 has 50 Paid Citations for the month. Verra Mobility would invoice
Customer $20,760 for the month (2 Paid Citations per day averaged across all 4 cameras x 30 days = 240 Paid
Citations x $60 in Program Revenue retained by Customer and available to pay the fee = $14,400 plus the
remaining 1,060 Paid Citations averaged across all 4 cameras x $6 = $6,360 + $14,400 = j2Q 660).
** ,Fee Per Paid Citation (Transportable) — Example. Customer has four (4) Fixed Speed Safety Camera Systems
installed during the month of September and camera # 1 has 500 Paid Citations, camera #2 has 400 Paid Citations,
camera #3 has 350 Paid Citations and camera #4 has 50 Paid Citations for the month. Verra Mobility would
invoice Customer $27,240 for the month (4 Paid Citations per day averaged across all 4 cameras x 30 days = 480
Paid Citations x $60 in Program Revenue retained by Customer and available to pay the fee = $21,600 plus the
remaining 940 Paid Citations averaged across all 4 cameras x $6 = $5,640 + $21,600 = S 27 240).
#Fee Per Paid Citation — Limitations. This pricing option shall not apply if. (1) the Customer elects not to pursue
collections on unpaid Violations; (2) the Customer waives and/or fails to timely process more [than ten percent
(10%) of] valid Events forwarded to the law enforcement agency according to the Business Rules; (3) the
Customer does not institute a registration hold for Owners/violators who are liable and do not pay, if permitted
by Law, (4) at Verra Mobility's option, there is a change in law or a change in the operation of the Program, which
materially reduces the amount of Paid Citations per day, (5) Customer does not operate each Camera System each
day and for the hours as authorized by applicable Law. If this pricing is deemed not to apply, the Fee paid by
Customer to Verra Mobility shall be $5,400 per Camera System per month plus $6.00 per Paid Citation.
Verra Mobility's monthly fee includes postage for the standard set of notices as described in Subsection 1.2.3 of
EXHIBIT B. Certified mail or other mailings is extra and will be billed per unit as published by the US Postal
Service plus a $2.00 per unit per page service charge.
Verra Mobility's Fees anticipate providing the current BOS configuration provided to the Customer for the Fees
noted above, including the current Subsequent Notice Mailing Fee charged to the Customer. For configuration
or Program customization work in excess of the current BOS configuration, Verra Mobility shall provide
Customer with an hours estimate and, upon approval by Customer for the work, shall invoice Customer $200
per hour for such additional configuration or Program customization.
2.0 Optional Collection Services:
In the event that Customer elects to have Verra Mobility engage a collections agency to perform
collections services, Verra Mobility's designated collection's subcontractor may initiate collection efforts
of delinquent notices upon written request by Customer, so long as collection of said recovered .revenue
amounts does not conflict with applicable state law. Verra Mobility will be entitled to receive portions
of the collected revenue as noted below. For those accounts in default that go to collection, this is in
addition to Verra Mobility Fees noted in Section 1.0 above.
Delinquent Collections Services 30% of Recovered Revenue
In the event that Customer elects to have Verra Mobility provide collections services, Customer shall
so notify Verra Mobility in writing. Customer agrees that, once Verra Mobility's collections services are
elected, Customer may not utilize another vendor for these collections services without prior written
consent from Verra Mobility through an amendment to this Agreement.
Page 17 of 35 Page 106 of 241
EXHIBIT B
SCOPE OF WORK
1. VERRA MOBILITY SCOPE OF WORK
1.1 VERRA MOBILITY IMPLEMENTATION
1.1.1 Verra Mobility agrees to provide Camera System(s), use of the BOS and related services to
Customer as outlined in this Agreement, excluding those items identified in Section 2 titled
"Customer Scope of Work". Verra Mobility and Customer understand and agree that new or
previously unforeseen requirements may, from time to time, be identified and that the parties
shall negotiate in good faith to assign the proper party the responsibility and cost for such
items. In general, if work is to be performed by Customer, unless otherwise specified,
Customer shall not charge Verra Mobility for the cost.
1.1.2 Customer and Verra Mobility will complete the Project Time Line within sixty (60) days of
Agreement execution date, unless mutually agreed to otherwise by the parties. Verra Mobility
agrees to make every effort to adhere to the Project Time Line.
1.1.3 Verra Mobility will install or deploy Camera System(s) at a number of Designated Safety Zones
to be mutually agreed upon between Verra Mobility and Customer as reflected in a written
Notice to Proceed. In addition to any initial Designated Safety Zones the parties may mutually
agree to add additional Camera System(s) or Approaches, which shall also be reflected in a
written Notice to Proceed as set forth in EXHIBIT C.
1.1.4 Site installation plans for fixed -site installations shall be prepared under the supervision of,
approved and sealed by a licensed professional engineer licensed to perform engineering
services in the state where the Camera Systems will be installed.
1.1.5 Verra Mobility shall not be responsible for, nor shall it perform, any engineering or traffic
safety studies as may be desired by Customer or required by laws applicable to Customer.
1.1.6 Verra Mobility will operate each Camera System on a 24-hour basis, barring downtime for
maintenance, normal servicing activities, or other unforeseen instances, unless enforcement
times are restricted by law, such as in school zones.
1.1.7 Verra Mobility's Marketing Department will assist Customer with public information content
and outreach campaign strategies (`Public Safety Campaign").
1.1.8 Verra Mobility agrees to provide a secure website accessible to Owners/violators who have
received notices of violation by means of a Notice # and PIN, which will allow Violation
image and video viewing. Verra Mobility shall include a link to the payment website(s) and
may offer the opportunity to download an affidavit of non -liability online. Verra Mobility will.
operate this secure website on a 24-hour basis, barring downtime for maintenance, normal
servicing activities, or other unforeseen instances.
1.1.9 Verra Mobility will provide technician site visits to each Camera System, as needed, to perform
maintenance checks consisting of camera enclosure lens cleaning; camera, strobe and
controller enclosure cleaning; inspection of exposed wires; and, general system inspections
and maintenance.
Page 18 of 35 Page 107 of 241
1.1.10 Verra Mobility shall take commercially reasonable best efforts to repair a non-functional
System within seventy-two (72) hours (excluding weekends and holidays) of determination of
a malfunction.
1.1.11 If Customer is using Verra Mobility enabled lockbox or epayment services, Customer shall
provide Verra Mobility and the applicable payment processor with the items set forth in
Section 2.1.4 below.
1.1.12 Verra Mobility is authorized to charge, collect and retain a service/convenience fee of up to
the greater of $5.00 or to 5% of the total payment, for each payment processed through the
web, call center, IVR, or other electronic means. Such fee is paid by the payor and retained
by Verra Mobility.
1.2 VERRA MOBILITY OPERATIONS
1.2.1 Verra Mobility shall implement and operate the Program in accordance with the provisions of
this Agreement and the Customer's Business Rules.
1.2.2 If a warning period is required, Verra Mobility shall provide Customer with a one-time warning
period up to thirty (30) days in length following the installation and activation of the first
installed Camera System. Customer shall not be charged a fee for the warning period; however
for any warning period exceeding thirty (30) days, Customer shall be responsible for the
normal monthly Fee.
1.2.3 Verra Mobility shall provide Customer with access to the BOS, including .image processing, f
and printing and mailing of up to six (6) letters/ notices in support of Citation issuance and
escalation.. In the case of a transfer of liability by the Owner, the BOS shall be setup to mail
a Citation to the driver identified in the affidavit of non -liability or identified by a rental car
company. Costs of certified mailings are priced separately and paid by Customer to Verra
Mobility as indicated in EXHIBIT A.
1.2.4 Subsequent notices, other than those specified in Subsection 1.2.3 may be delivered by first
class or other mail means for additional compensation to Verra Mobility as agreed upon by
the parties.
1.2.5 Verra Mobility shall apply an electronic signature, name, or badge number to the Citation as
authorized in the Customer's Business Rules.
1.2.6 Verra Mobility may make non -substantive formatting or incidental changes to the Citation
form without approval by Customer.
1.2.7 Verra Mobility shall seek records from vehicle registration databases reasonably accessible to
Verra Mobility through its limited agent relationship with Customer and use such records to
assist Customer in processing Citations. Verra Mobility may mail Citations to the address of
the Owner obtained through the DMV, obtained through the National Change of Address
(NCOA) database provided by the United States Postal Service, or obtained through other
means including but not limited to ship tracing. Verra Mobility reserves the right to pass -
through to Customer any cost increases imposed on Verra Mobility by DMV data sources.
1.2.8 The BOS shall provide Customer with the ability to run and print standard system reports.
Verra Mobility provides a suite of standard program reporting at no charge to clients with
active Programs. Upon notice to Customer, Verra Mobility reserves the right to modify the
Page 19 of 35 Page 108 of 241
suite of standard program reporting available to Customer, so long as such change applies
generally to customers with similar programs. Customized reporting services are available
upon written request. The fee for such services shall be mutually agreed upon.
1.2.9 During the twelve (12) month period following the installation or deployment of the first
Camera System, upon Verra Mobility's receipt of a written request from Customer at least
fourteen (14) calendar days in advance of a court proceeding, and if required by the court or
prosecutor, Vcrra Mobility shall provide Customer with or train a Customer provided local
expert witness to testify in court on matters relating to the accuracy, technical operations, and
effectiveness of the Camera System or the BOS until judicial notice is taken. Customer shall
use its best efforts to obtain judicial notice as soon as possible. If a Verra Mobility expert
witness is required more than two (2) times during the twelve (12) month period, Customer
shall reimburse Verra Mobility for any reasonable time and travel costs incurred for the
additional dates.
1.2.10 In those instances where damage to a System (or sensors where applicable) is caused by (i)
negligence on the part of Verra Mobility or its authorized agent(s), Vcrra Mobility shall bear
the cost of repair or (ii) negligence or recklessness on the part of a driver or severe weather or
other Force Majeure events, Verra Mobility and Customer shall bear the cost of repair equally
with Customer reimbursing Verra Mobility for its portion of the cost of repair. For all other
causes of damage, including road construction, Customer negligence, etc. Customer shall
reimburse Verra Mobility for the cost of repair.
1.2.11 Verra Mobility shall provide a help -line to assist Customer with resolving any problems
encountered regarding its Camera System and/or the BOS. The help -line shall function during
Business Hours.
2. CUSTOMER SCOPE OF WORK
2.1 GENERAL. IMPLEMENTATION REQUIREMENTS
2.1.1 Within seven (7) business days of the Effective Date of this Agreement, Customer shall
provide Verra Mobility with the name, title, mailing address, email address and phone
number of all Customer stakeholders, including:
o A project manager with authority to coordinate Customer responsibilities under this
Agreement;
o Court manager responsible for oversight of all Court -related program requirements;
o The police contact;
o The court contact;
o The person responsible for overseeing payments by violators (might be court);
o The prosecuting attorney;
o The Customer attorney;
o The finance contact (who receives the invoices and will be in charge of reconciliation);
o The IT person for the police;
o The IT person for the courts;
o The public works and/or engineering contact responsible for issuing any/all permits for
construction; and
o Court manager .responsible for oversight of all Court -related program .requirements.
Page 20 of 35 Page 109 of 241
2.1.2 Customer and Verra Mobility shall complete the Project Time Line within sixty (60) calendar
days of the Effective Date of this Agreement, unless mutually agreed to otherwise by the
parties. Customer shall make every effort to adhere to the Project Time Line.
2.1.3 As requested from time to time by Customer, Verra Mobility will provide Customer with a
mock-up of the Citation and other notices within fifteen (15) days of a completed Business
Rules Questionnaire. Customer shall review the Citation and other notices to ensure
conformity with the Laws applicable to Customer. Except as outlined in Section 1.2.6, Verra
Mobility shall not .implement changes to the Citation or other notices without Customer's
prior review and sign -off. Customer is responsible for the content of its Program notices,
including but not limited to Citations.
2.1.4 Customer intends to utilize Verra Mobility enabled payment processing channels. Customer
shall designate a Customer account for deposit / settlement of funds paid by payors. Within
seven (7) business days of receipt by Customer, Customer shall provide Verra Mobility
completed banking forms and payment processing agreements, which may include among
others a Participant Agreement and Submerchant .Agreement with the payment processor as
well as a bank verification letter prepared by the Customer's settlement account's bank,
application for payment processing, and a Form W-9, Request for Taxpayer Identification
Number and Certification. A copy of the Participant Agreement, the Submerchant
Agreement, and a form application for payment processing are each attached here to as
EXHIBIT F.
2.1.5 Customer shall direct the law enforcement agency to execute the Verra Mobility DMV Services
Subscriber Authorization (substantially in the form attached as EXHIBIT D) to provide
verification to the National Law Enforcement Telecommunications System (NLETS)
indicating that Verra Mobility is acting on behalf of the Customer for the purposes of accessing
vehicle ownership data pursuant to the list of permissible uses delineated in the Drivers Privacy
Protection Act 18 U.S.C. 2721, Section (b)(1). Access to registered owner information
through National Law Enforcement Telecommunications System (NLETS) requires
Customer to provide Verra Mobility with a unique Customer ORI. In order to access certain
state departments of motor vehicles records directly (not through NLETS), agreements or
applications directly between customer and the state DMV may be required by Customer,
including agreements requiring Customer to comply with certain permissible use, privacy, and
security requirements of the applicable state department of motor vehicle. If required,
Customer shall execute such agreements or applications with, participate in audits by, or
provide certifications to state department of motor vehicles. If Customer requires Verra
Mobility to access registered owner information from sources other than NLETS or direct
through a state DMV, accessible to Verra Mobility at no cost, additional fees will apply.
2.1.6 Customer shall prepare, execute, update, and maintain the Business Rules for implementation
and operation of the Program. Customer's failure to timely prepare the Business Rules may
impact the Project Time Line or compliance of Customer's Program with applicable laws.
Verra Mobility shall not be liable for Customer's failure to update and maintain the Business
Rules. To the extent that there is a conflict between the Business Rules and Agreement, the
Agreement shall govern.
2.1.7 Customer is responsible for notifying Verra Mobility of any local legislative and/or ordinance
changes in writing within forty-eight (48) hours of the first read of the proposed legislation.
Verra Mobility will not be responsible for complying with any change in applicable local law,
until such time as Verra Mobility has been notified by Customer in writing of the change in
Law and, if applicable, Customer's Business Rules have been updated by Customer. In the
Page 21 of 35 Page 110 of 241
event of a change in or adoption of a new Law, excluding a change in Customer's local law,
which would increase the cost of Verra Mobility's provision of the Services, Verra Mobility
may propose a Fee increase to Customer. If the parties cannot mutually agree on the Fee
change, Verra Mobility may terminate this Agreement. In the event of a change in or adoption
of a local law of Customer, which would increase the cost of Verra Mobility's provision of the
Services, Verra Mobility shall provide Customer with a Fee increase consistent with Verra
Mobility's increased operating cost, and Customer shall be obligated to pay such increased
Dees.
2.1.5 Customer is responsible for all final jurisdictional issues, including but not limited to as they
pertain to issuance of Citations, adjudication of Violations, and intergovernmental authorities.
2.1.9 Once a Notice to Proceed is granted to Verra Mobility in writing, Customer shall not issue a
stop work order to suspend activity on the implementation process, unless Customer
reimburses Verra Mobility for costs incurred up to the date the stop work order is issued.
2.1.10 Customer will comply with all applicable Laws relating to its conduct with respect to the
Program. Customer shall not use the Camera Systems, the BOS, or the data captured by the
Camera Systems or provided by NLETs or DMV data source providers for any purpose not
permitted by Law.
2.1.11 Once a Camera System is installed and certified by Verra Mobility as operational, it shall be
immediately put into service at the next available enforcement period or as otherwise mutually
agreed to by the Parties.
2.1.12 Customer shall process each Event in accordance with state law and/or municipality
ordinances within three (3) business days of its appearance in the law enforcement review
queue, using the BOS to determine which Events constitute Violations that will be issued as
Citations. In the event that Customer fails to process Events within this timeframe, Verra
Mobility shall not be liable for failure of the BOS to allow Customer to issue a notice or
Citation within statutory timeframes.
2.1.13 In the event that remote access to the BOS is blocked by Customer network security
infrastructure, Customer's Department of Information Technology shall coordinate with
Verra Mobility to facilitate appropriate communications while maintaining required security
measures.
2.1.14 Customer shall be responsible for any reporting obligations that it has to any state or other
regulatory body with respect to its operation of the Program or the payment of Citations.
2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS
2.2.1 All Fixed Camera Systems are intended to remain installed for the duration of the Agreement.
If Customer requests that Verra Mobility move a Fixed Camera System after initial installation,
Customer shall pay for the total cost to relocate the System.
2.2.2 If a construction or improvement project requires an installed Camera System to be
deactivated or requires a Camera System, including imbedded sensors, to be moved or
removed, Customer shall pay a .reduced monthly fee of $2,500 per month for the deactivated
Camera System during the time the Camera System is deactivated and pay any costs incurred
by Verra Mobility for removing, and if applicable reinstalling, the System. If the System shall
be reinstalled after project is completed, in lieu of paying the reduced monthly Fee while
Page 22 of 35 Page 111 of 241
Camera System is deactivated Customer may instead elect through a Change Order, or other
written modification to the Agreement, to extend the current term of the Agreement for the
time period the Camera System was deactivated.
2.2.3 Prior to the installation of any System, Customer shall provide Verra Mobility information
regarding any and all road construction or improvement projects scheduled during the term
of this Agreement for any Approach designated for System installation. In addition, within
thirty (30) days of becoming aware of anticipated construction that may result in the
deactivation or removal of a System or otherwise impact an Approach during the term of this
Agreement, Customer shall notify Verra Mobility of any such construction.
2.2.4 Customer will design, fabricate, install and maintain camera warning signs required by Law for
purposes of operating the Program. If Customer cannot provide such signage, Verra Mobility
will do so, and Customer shall reimburse Verra Mobility for such costs. Even if Verra Mobility
provides such signage, Customer shall remain responsible for maintaining such signage in
compliance with applicable Laws. Customer is responsible for determining the
placement/location of signs in compliance with applicable Laws.
2.2.5 Customer understands that proper operation of the Red Light Camera Systems requires access
to traffic signal phase connections. Customer, therefore, shall provide access to traffic signal
phase connections according to approved design. When traffic signal phase connections are
not under the jurisdiction of Customer, it shall be Customer's responsibility to negotiate
agreements with the owner or maintaining agency of the traffic signal controller and
infrastructure in order to provide the required access to said phase connections and
infrastructure and any costs associated with needed agreements shall be funded by Customer.
2.2.6 Customer understands that proper operation of the Red Light Camera System sometimes
requires attachment of certain items of detection equipment to existing signal masts, mast arms
and/or other street furniture. Customer, therefore, shall provide access to Verra Mobility to
attach certain items of detection equipment to existing signal masts, mast arms and / or other
street furniture if required for the proper operation of the System.
2.2.7 Customer shall allow Verra Mobility to access power from existing power sources at no cost
and, if applicable, shall allow or facilitate access to traffic signal phase connections to a pull
box, pole base, or controller cabinet nearest to each System within Customer's jurisdiction. If
these items are not made available, the costs of any additional conduit or power infrastructure
needed to support installation of the Camera System shall be funded by Customer. Verra
Mobility may agree to cover these upfront costs and separately bill Customer through the
monthly invoice over a period not to exceed one year. If existing power sources are not
immediately available, Customer will allow Verra Mobility to use temporary power until the
existing power is established. In situations where it is not possible to obtain electrical power
from a pre-existing source, Customer shall bear the costs (or reimburse Verra Mobility) for
obtaining/routing power. When access to power facilities is not under the jurisdiction of
Customer, it shall be Customer's responsibility to negotiate any necessary agreements with the
owner or maintaining agency of the power facility and infrastructure in order to provide
required access to said power facilities and infrastructure. Any costs associated with the
needed agreements shall be funded by Customer.
2.2.8 Customer shall approve or reject site plans submitted Verra Mobility within seven (7) business
days of receipt. Customer shall use best efforts to ensure that the total duration between
submittal and finalization does not exceed ten (10) days for plan approvals when plans are
being reviewed and permitted by any state, county, and/or local agencies.
Page 23 of 35 Page 112 of 241
2.2.9 Customer, or any department of Customer., shall not charge Verra Mobility or its
subcontractor(s) for building, construction, electrical, street use and/or pole attachment
permits, including any fee for traffic control services and permits during installation or
maintenance of a System. Customer shall also apply for, when in Customer's name, or
coordinate the application for, when in the name of a Customer agency, school, or school
district, and fund any and all needed state, local, and/or county permits, including any traffic
control permits.
2.2.10 Customer shall issue all needed permits to Verra Mobility and its subcontractor(s) within three
(3) business days of plan approval. Customer shall provide its best efforts to aid in achieving
these timeframes for permit issuance when permitted by any state, local, and/or county
agency.
2.2.11 If required by the submitted design plan for proper operation, Customer shall allow Verra
Mobility to install vehicle detection sensors in the pavement of .roadways within Customer's
jurisdiction. Customer shall provide its best efforts to aid in acquiring any and all required
permission and permits when the roadway is under the jurisdiction of the state or county.
2.2.12 Customer shall allow Verra Mobility to build Infrastructure into any existing Customer -owned
easement.
2.2.13 If use of private property right-of-way is needed, Customer shall assist Verra Mobility in
acquiring permission to build in existing utility easements as necessary. Any costs for private
property right-of-way .lease/rental costs shall be borne by Customer as it is expressly excluded
from the base fee structure identified in the fee schedule.
2.2.14 Customer shall be responsible for the performance of any engineering or traffic safety studies
as may be desired by Customer or required by laws applicable to Customer.
2.3 COURTS OPERATIONS
2.3.1 Customer is responsible for the prosecution and adjudication of Citations in accordance with
all applicable Laws.
2.3.2 Customer shall provide a judge or hearing officer and court facilities to schedule and hear
disputed Citations.
2.3.3 Customer shall handle inbound and outbound phone calls and correspondence from
defendants who have questions about disputes and other issues relating to Citation
adjudication.
2.2.1 Verra Mobility shall provide Customer with access to its online BOS adjudication processing
module which will enable the adjudication function to review cases, related images, and other
related information required to adjudicate disputed Citations. If instead of using the online
adjudication processing module in the BOS, Customer desires to integrate Verra Mobility data
into its adjudication system, subject to feasibility, Verra Mobility shall provide a court interface.
Verra Mobility shall provide a price proposal to Customer for the development of any such
court interface.
Page 24 of 35 Page 113 of 241
2.2.2 Customer is responsible for entering all final dispositions of Citations including all payments
of Citations into the BOS, either directly through the online adjudication processing module
or through the court interface.
3. ADDITIONAL SERVICES
3.2 ENHANCED VIDEO SERVICES
3.2.1 Verra Mobility shall provide video enhancements that permit Customer to perform remote
video retrieval, at each fixed Approach ("Enhanced Video Services"), known as Verra
Mobility LiveTM. Customer is responsible for and will pay for any of its data storage costs
or other usage -based costs that it may incur in connection with its use of the Enhanced
Video Services. Customer agrees to comply with all Laws with respect to its access to and
use of the Enhanced Video Services, including without limitation any Laws relating to data
privacy or photo enforcement.
3.2.2 Customer expressly acknowledges that Verra Mobility is under no obligation to retain for
any period of time any data produced by the Enhanced Video Services. Customer
acknowledges that once it obtains a requested video file, it is responsible for any
preservation, and associated storage requirements that may be required by Law for the video
file. Customer agrees that since the requested video file is not required by Verra Mobility
to continue to perform the services under the Agreement, the video file and any resulting
public records shall be transferred to the Customer prior to the termination of the
Agreement and the Customer shall serve as the records custodian for any public records
created. Customer agrees to assume responsibility to respond to, and if appropriate defend,
at its sole expense, any requests for data or information obtained through the Enhanced
Video Services, whether by formal public records request or otherwise. Verra Mobility shall
not be responsible for any storage, storage costs or public records requests pertaining to the
historical video obtained through the Enhanced Video Services or the provision of access
to the Enhanced Video Services to anyone other than Customer.
3.2.3 Customer hereby agrees to indemnify and defend Verra Mobility Parties to the fullest extent
permitted by applicable Law against any and all Losses which may be imposed on or incurred
by any Verra Mobility Party arising out of or related to: (a) Customer's use of the Enhanced
Video Services; (b) Customer's misuse of or failure to maintain the security of the data access
through the Enhanced Video Services; (c) Customer's violation of any Laws; and (d) any
breach of this Agreement by Customer related to Customer's use of the Enhanced Video
Services.
3.2.4 Customer agrees the Enhanced Video Services shall be subject to the following: (i) historical
video is stored at the Camera site for a time period of approximately 30 days; (ii) requested
video files pursuant to the Enhanced Video Services will be available for Customer
download within 1 business day of request and will be available for retrieval for
approximately 30 days; (iii) video file requests from historical video are limited to 30 minutes;
if additional footage is required, additional requests may be made by Customer.
Page 25 of 35 Page 114 of 241
3.3 AUTOMATIC LICENSE PLATE RECOGNITION SOLUTION
3.3.1 DEFINITIONS.
"ALPR". automatic license plate recognition.
"ALPR Camera". a camera with automatic license plate recognition technology and required
processors.
"ALPR Data" Data captured and processed by ALPR Equipment, which may include but is not
limited to video data, image data, and metadata.
"ALPR Equipment". All equipment for the provision of the ALPR Solution provided by Verra
Mobility, which may include ALPR Cameras, related processors, and communication devices that
transfer .ALPR Data, and if applicable, a server to operate and/or store the .ALPR Data on the
Customer's site (the pricing for any such server is not included on EXHIBIT A and shall be separately
provided to Customer upon request).
"ALPR Solution" The subscription products and services that Verra Mobility is providing to
Customer as indicated on EXHIBIT A. These include: (i) the ALPR Equipment, delivery, and setup;
(ii) use of the back -office software pursuant to the EULA, which includes unlimited user licenses, cloud
hosting, hotlist integration and alerts, 30-day storage, ongoing software updates, and (ii.i) technical.
support, training, and maintenance. The ALPR Solution also includes, if allowed by Law, in
cooperation with the Customer's current ALPR back -office provider., the configuration of the Fixed
Speed Safety Camera System to interface with the Customer's current ALPR back -office ("ALPR
Interface Solution"),
"Customer Data": The data captured by, processed in, and /or housed in the ALPR Solution,
including but not limited to ALPR Data, white -lists, hotlists, data sharing alerts, and customer user
information.
"EULA" The end user license agreement between Customer and OpenAL.PR Software Solutions,
LLC, ("Rekor") the provider of the ALPR back -office solution, available at
openall2r.com/licenseltnal.
"Trailer": trailer that can be towed from one location to another. For this Agreement, Customer
has, or agrees to take, ownership of any and all Trailers used by the Customer for the ALPR
Solution, and Verra Mobility is not responsible in any way for the Trailers used by Customer for the
ALPR Solution.
3.3.2 Verra Mobility, including through the engagement of subcontractors, agrees to continue to
provide Customer the ALPR Trailers the Customer is currently using and, if authorized by
Law, in cooperation with the Customer's current ALPR back -office provider, Verra Mobility
will configure the Fixed Speed Safety Camera System to interface with the Customer's current
ALPR back -office ("ALPR Interface Solution"), subject to the Customer providing Verra
Mobility a signed Notice to Proceed, as provided in EXHIBIT C-1 of this Agreement and
the payment of the Fees set forth on EXHIBIT A.
3.3.3 If authorized by Law, in cooperation with the Customer's current ALPR provider, Verra
Mobility will configure the Fixed Speed Safety Camera System and the Transportable Speed
Safety Camera System to interface with the Customer's ALPR provider's back -office solution
(referred to herein as "ALPR Interface Solution").
Page 26 of 35 Page 115 of 241
3.3.4 Customer agrees, at all times during the term of this Agreement, to comply with and be bound
by the terms and conditions of the EULA. Customer agrees that Verra Mobility is a third
party beneficiary of the EULA and may enforce the rights of its subcontractor under the
EULA.
3.3.5 Customer will comply with all applicable Laws, including without limitation to the extent
applicable Criminal Justice Information Services (CJIS) requirements, any Laws relating to data
privacy, or any Laws applicable its conduct with respect to the Program.
3.3.6 Customer acknowledges that the ALPR Solution, include intellectual property owned by Verra
Mobility and no ownership rights to the intellectual property are transferred to Customer by
this Agreement. Customer shall not: (a) decompile, disassemble, or otherwise reverse engineer
the ALPR Solution or attempt to reconstruct or discover any source code, underlying
algorithms, file formats or programming interfaces of the ALPR Solution by any means
whatsoever (except and only to the extent that applicable Law prohibits or restricts reverse
engineering restrictions); (b) remove any product identification, proprietary, copyright or other
notices contained in the ALPR Solution; or (c) modify any part of the ALPR Solution, create
a derivative work of any part of the .ALPR Solution, or incorporate any part of the ALPR
Solution into or with other software, except to the extent expressly authorized in writing by
Verra Mobility, including through other agreements between the parties.
3.3.7 Customer shall provide Verra Mobility with copies of any Customer policies pertaining to its
use of the ALPR Solution, which are applicable to Verra Mobility. Verra Mobility shall be
afforded a reasonable opportunity to review such policies and will notify Customer if there are
any additional Fees associated with compliance to the policies.
3.3.8 Verra Mobility will collaborate with Customer on a mutually agreeable project schedule
outlining all of the milestones required to implement the ALPR Solution.
3.3.9 Within 90 days after a permit is obtained, or .if no permit .is required, within 120 days of the
date the Customer provides Verra Mobility a Notice to Proceed, Verra Mobility shall provide
and, if required, install the ALPR Cameras at locations mutually agreed to by the Customer
and Verra Mobility. Installation may occur on Verra Mobility Photo Enforcement
Infrastructure (subject to a suitability analysis) or on non-Verra Mobility infrastructure (subject
to a suitability analysis and provided all required permits are obtained by the Customer and
Customer pays for construction or other infrastructure related costs, if applicable).
3.3.10 If installation is not performed on Verra Mobility Photo Enforcement Infrastructure,
Customer may use preexisting Customer infrastructure or may contract with Verra Mobility
(or its subcontractor) for the construction, supply, and installation of new infrastructure. Any
new infrastructure not supplied by Verra Mobility shall be at the sole cost, and the sole
property and responsibility, of the Customer.
3.3.11 Verra Mobility shall assist Customer with obtaining any permits required for the installation
and use of the ALPR Solution to be installed on Verra Mobility Photo Enforcement
Infrastructure.
3.3.12 For ALPR Cameras to be installed on Customer infrastructure, Customer is responsible for
applying for and obtaining and funding any and all needed state, .local, and/or county permits,
including any traffic control permits. Customer shall secure written permission for the
installation of ALPR Equipment on any third -party infrastructure, and Customer is
Page 27 of 35 Page 116 of 241
responsible for securing any interagency agreements or authorizations needed to install ALPR
Equipment.
3.3.13 For locations where Verra Mobility Photo Enforcement Infrastructure is not available for
installation of the ALPR Camera, the Customer shall be responsible for providing the pole,
power and any other infrastructure necessary for the installation and operation of the ALPR
Camera other than the communications services required to operate the ALPR Equipment,
which shall be provided by Verra Mobility. Verra Mobility will install the ALPR Camera and
provide necessary communications services once the infrastructure and power is made
available by the Customer..
3.3.14 For ALPR Cameras installed on Verra Mobility Photo Enforcement Infrastructure, Verra
Mobility shall use power sources available to operate the ALPR Camera and Customer shall
be responsible for the cost of such power (for ALPR Cameras on all non-Verra Mobility
infrastructure, the Customer shall be responsible for providing power.
3.3.15 For all installed ALPR Cameras, Verra Mobility shall provide the communications hardware
and communications service (if required), provided that Verra Mobility shall not provide
communications services on any non-Verra Mobility infrastructure to any non-ALPR
Equipment (for example, if other Customer devices that share the infrastructure also require
communications services). Verra Mobility shall determine the method of communication
services required for the operation of the ALPR Equipment. Customer shall be responsible
for the cost of any new power source.
3.3.16 Customer shall be directly responsible for all costs and liabilities associated with construction,
installation, and any ongoing repair and maintenance of any non-Verra Mobility infrastructure
used for the ALPR Equipment, and the cost of all data hosting, data retrieval or data storage
or for any other usage -based or storage based costs other than as provided for as part of the
ALPR Solution and included in the Fee for. the ALPR Solution.
3.4 Accounts for power or other utilities will be established in the name of Customer, and
Customer shall be directly responsible for paying the costs and maintaining those accounts in
good standing with the applicable power company or other utility company. Verra Mobility
shall determine the method of power and communication services required for the operation
of the ALPR Equipment.
3.5 Verra Mobility will provide a training plan and training resources to Customer end -users
including designated Customer staff on the use and operation of the .ALPR Solution and
accessing post implementation support. Customer agrees to attend training and notify Verra
Mobility if new end -users and staff require training or additional training.
3.6 Customer agrees to follow the safety, operation, and maintenance instructions included from
Trailer manufacturer's owner's manual and is responsible for all damage to the Trailer during
the term of the Agreement
3.6.1 Notwithstanding anything else to the contrary in this Agreement, Customer agrees that
Customer is solely responsible for the housing and security of the Customer Data to the extent
that such data does not reside in the ALPR Solution, and to the extent that such Customer
Data does reside within the ALPR Solution, the terms and conditions pertaining to the housing
and security shall be set forth in the EULA with Verra Mobility's subcontractor and Verra
Mobility shall have no liability with respect to the housing or security of data in the ALPR
Solution. Customer expressly acknowledges that Verra Mobility is under no obligation to
Page 28 of 35 Page 117 of 241
retain for any period of time any data produced by the ALPR Solution. Customer
acknowledges that for the Customer Data, it is responsible for any preservation, and associated
storage requirements that may be required by Law. Customer agrees to assume responsibility
to respond to, and if appropriate defend, at its sole expense, any requests for Customer Data
obtained through the ALPR Solution, whether by formal public records request or otherwise.
3.6.2 The Customer will provide the necessary IT staff and resources necessary to assist Verra
Mobility, and Verra Mobility's subcontractors when necessary, with the implementation of the
ALPR Solution.
3.6.3 Any additional hardware, software, licensing, resources, installation, support and maintenance
required to make the provided ALPR Solution compatible and compliant with Customer IT,
security, privacy, compliance, or other requirements are the responsibility of Customer.
3.6.4 Customer is responsible for the repair or replacement costs of any ALPR Equipment which
is not the responsibility of Verra Mobility, as described below.
3.6.5 Verra Mobility shall repair or replace all ALPR Equipment (including components), except to
the extent such damage was caused by the (a) improper handling or installation and repairs
made by unauthorized Persons, including the Customer; (b) misuse, neglect, accident on behalf
of the Customer (or Persons acting on its behalf other than a party authorized by Verra
Mobility); (c) Customer's violation of any term of this Agreement or the EULA; or (d)
Customer's intentional or negligent acts. For the avoidance of doubt, road construction is
considered an intentional act.
3.6.6 Repair and replacement of infrastructure (including poles) will be the responsibility of Verra
Mobility for Verra Mobility Photo Enforcement Infrastructure and the Customer for all non
Verra Mobility -owned infrastructure.
3.6.7 Customer shall notify Verra Mobility within twenty-four (24) hours of detecting any
performance .issues with any .ALPR Equipment.
3.6.8 Customer shall secure any Trailers in a secure location each night to ensure protection of the
ALPR Cameras.
3.6.9 Any replacement of ALPR Equipment resulting from a knockdown, shall be at the option of
Verra Mobility.
3.6.10 Upon the termination of the Agreement between Verra Mobility and the Customer, Verra
Mobility shall have no further obligations to Customer regarding the ALPR Solution, and
Verra Mobility (or its designated subcontractor) may uninstall and/or retrieve all ALPR
Equipment from Customer, unless such ALPR Equipment shall be separately procured by
Customer.
3.6.11 Under all circumstances, Verra Mobility (or its subcontractor) shall retain ownership of all
ALPR Equipment provided for use by Customer under the terms and conditions of this
Agreement. The right to access and use the ALPR back -office shall be governed by the EULA.
Verra Mobility shall retain the ownership rights to all metadata, business intelligence, or other
analytics obtained, gathered, or mined by Verra Mobility from the data captured by the ALPR.
Equipment. Furthermore, Verra Mobility has the right to use non -personalized and
aggregated ALPR Solution data for. its .internal business purposes, analytics, statistical analysis,
and to perform analyses which would further Customer's program.
Page 29 of 35 Page 118 of 241
3.6.12 Customer hereby agrees to indemnify and defend Verra Mobility Parties to the fullest extent
permitted by applicable Law against any and all Losses which may be imposed on or incurred
by any Verra Mobility Party arising out of or related to: (a) Customer's use of the ALPR
Solution, (b) Customer's misuse of or failure to maintain the security of Customer Data in its
possession; (c) Customer's violation of any Laws; (d) Customer's misuse or misappropriation
of a Verra Mobility subcontractor's products or services, (e) any representation by Customer
about a Verra Mobility subcontractor's products or services not authorized by such.
subcontractor; (0 any breach of this Agreement by Customer related to Customer's use of the
ALPR Solution, or Customer. Data; and (g) any breach of the EUL.A by Customer.
EXCEPT AS PROVVIDED IN THIS AGREEMENT, THE PARTIES ACI-NOWLEDGE THAT THE
ALPR SOLUTION AND RELATED SERVICES ARE PROVIDED BY VERRA MOBILITY "AS IS"
AND WITHOUT WARRANTY OF ANY KIND, AND VERRA MOBILITY EXPRESSLY DISCLAIMS
ALL OTHER WARRANTIES RELATING TO THE ALPR SOLUTION, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF
THIRD -PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Page 30 of 35 Page 119 of 241
EXHIBIT C
FORM OF NOTICE TO PROCEED
Reference is made to the Professional Services Agreement by and between American Traffic Solutions, Inc.,
doing business as Verra Mobility ("Verra Mobility") and ("Customer"), dated as of [date]
(the "Agreement"). Capitalized terms used in this Notice to Proceed shall have the meaning given to such term
in the Agreement.
Customer hereby designates this implementation of Systems at the Approaches listed below. Verra Mobility
shall make its best efforts to install a System within sixty (60) days of permits being granted and power delivered
for each agreed -upon Approach, providing that Customer has received permission for all implementations in
writing from any third -party sources.
Below is a list of Approaches provided by Customer, which have been analyzed based on traffic volumes, road
geometry, and existing infrastructure and are believed to be locations at which a System would increase public
safety.
Execution of this Notice to Proceed by Customer shall serve as authorization for the installation of Systems
for all Approaches designated as follows:
Approach (Direction and Roadway)
Type of
Enforcement
Camera System Solution. (# of
Cameras per Approach)
Customer understands that implementation and installation of any Approach is subject to Site Selection
Analysis and engineering results.
Customer recognizes the substantial upfront costs Verra Mobility will incur to construct and install the Systems
for the above listed Approaches. Customer agrees that the Systems authorized by this Notice to Proceed for
the above -listed Approaches shall remain installed and operational for the duration of the current term of the
Agreement. Verra Mobility reserves the right to bill Customer for any upfront costs associated with the
Approaches listed above in the event Customer elects to cancel or suspend the installation.
IN WITNESS WHEREOF, Customer has executed this Notice to Proceed as of the date written below.
[CUSTOMER]
M
Name: Date
Title:
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC.
Name: Date
Title:
Page 120 of 241
EXHIBIT D
DMV SERVICES SUBSCRIBER AUTHORIZATION
DATE:
Frank L. Mince, Executive Director/CEO
National Law Enforcement Telecommunications System, Inc. (NLETS)
1918 W. Whispering Wind Drive
Phoenix, AZ 85085
Dear Mr. Mince:
Re: Authorization for ORI Code:
The Ocoee Police Department authorizes the City Ocoee, Florida to use the Ocoee Police Department ORI
for the limited purpose of obtaining vehicle registration information through NLETS.
This letter acknowledges that a contract to perform automated enforcement between the City of Ocoee,
Florida and American Traffic Solutions, Inc., is in force. As a requirement of and in performance of that
contract between the City of Ocoee, Florida and American Traffic Solutions, Inc., it will be necessary for
American Traffic Solutions, Inc. to access Nlets for motor vehicle data on our agency's behalf.
® This program will operate within the
environment under partner ORI
Please accept this letter as authorization from the Ocoee Police Department for American Traffic Solutions,
Inc. to run motor vehicle inquires for this purpose. This authorization will automatically expire upon the
termination of the contract between the City of Ocoee, Florida and American Traffic Solutions, Inc. and
such authorization is limited to violations detected by the automated enforcement camera systems.
By completing the information below and signing this letter, I am stating that I am a member of and have
the authority to extend this authorization on behalf of the Ocoee Police Department..
► 1 1101 IT, F-AN •►
Subscriber Agency/Name
Nlets Agency ORI
Name/Title of Authorized
Representative
Mailing Address
Telephone
Email
Signature of Authorized Representative
Date Signed
Fax
Page 32 of 35 Page 121 of 241
EXHIBIT E
RETENTION SCHEDULE***
Violation Images* (including video clips and related
_ months from payment or final adjudication
metadata)
Non -Violation Images (including video clips and
_ days from Event capture date
related metadata)**
Warning Notice Images (including video clips and
from issuance date
related metadata)
Individually Identifiable Violation Records*
_ months from payment or final adjudication
Individually Identifiable Non -Violation Records**
_ days from Event capture date
Audio recording from contact center
90 days from call
Written correspondence with citizens regarding
1 year from date of correspondence
Violations
Camera System Calibration/Certification Records
_ months from payment or final adjudication of an
applicable Violation
Maintenance Records
_ months from payment or final adjudication of an
applicable Violation
Other Program Records
_ years from termination of the Agree
Violation Image: an image of a Violation issued as a Citation.
Individually Identifiable Violation Records: a record containing individually identifiable information
pertaining to a Violation issued as a Citation.
** Non -Violation Image: an image of an Event not issued as a Citation.
Individually Identifiable Non -Violation Records: a record containing individually identifiable
information pertaining to an Event not issued as a Citation.
*** Retention period is not applicable upon termination of the Agreement and the data is provided to
Customer pursuant to Section 15 of the Agreement.
This records retention schedule does not apply to any Event data captured by the Camera System,
but not uploaded into BOS. For the avoidance of doubt, this records retention schedule does not
apply to any records related to any Pilot Data.
Page 34 of 35 Page 123 of 241
EXHIBIT F
FORM PARTICIPANT AGREEMENT SUBMERCHANT AGREEMENT AND PAYMENT
PROCESSING APPLICATION
Page 35 of 35 Page 124 of 241