Item #13 Approval for the Placement of Two Additional Red Light Camera Locations and Sixth Amendment to City of Ocoee Services Two Phase Agreement with American Traffic Solutions LLC (ATS) Pertaining to Red-Light Running Camera Enforcement System OC-0(:)
AGENDA ITEM COVER SHEET
Meeting Date: July 17, 2018
Item # /�
Reviewed By:
Contact Name: Lt. Scott Nylander Department Director: Ch'; ar„-; :ro •
Contact Number: X3315 City Manager: Rob Fra-, ��
/1
Subject: Approval for the placement of two additional red light camera locations and Sixth
Amendment To City of Ocoee Services Two Phase Agreement with American Traffic Solutions,
LLC (ATS) Pertaining to Red-light Running Camera Enforcement System
Background Summary:
The City of Ocoee desires to ensure the safety of the citizens who travel the roadways within the City
limits. The disregard of traffic control signals within intersections poses a threat to all citizens who
travel our roadways. The current contract between the City of Ocoee and ATS (dated November 10,
2017) allows for the addition of red light cameras. The City of Ocoee Police Department had ATS
survey several potential locations for the addition of possible red light cameras and obtained traffic
crash data for these locations. After reviewing the traffic crash data and the recommendations made
by ATS as a result of the surveys, The City of Ocoee Police Department recommends placing red light
cameras on north and south bound Clarke Road at Silver Star Road. These locations would provide
the best opportunity to help ensure the safety of all individuals who travel through the City.
The use of Automated License Plate Readers (ALPR) technology helps ensure the safety of
individuals who travel our roadways and live in the City by identifying drivers with no licenses,
suspended licenses, no vehicle insurance or registration information, etc. ALPRs can also help solve
crimes or identify possible suspects who commit crimes, therefore making the City of Ocoee safer for
all who travel and live in the City. In the Sixth Amendment, The City of Ocoee has agreed to install a
total of five additional red light cameras. Two of those camera locations have been listed above. Three
additional cameras will be installed at a later time at previous existing locations. These previous
existing locations are Northbound and Southbound on Maguire road at SR 50 and Northbound on
Blackwood Avenue at SR 50. Since the City has agreed to install five additional red light cameras,
ATS, through its subcontractor Cintel, LLC, has agreed to provide the City ten ALPRs at no additional
monthly cost per camera.
Issue:
Should the Honorable Mayor and Board of City Commissioners approve the addition of two red light
cameras at Northbound and Southbound Clarke Road at Silver Star Road?
Should the Honorable Mayor and Board of City Commissioners approve the Sixth Amendment to the
Agreement with ATS, thus adding ten ALPRs throughout the City of Ocoee?
Recommendations:
Staff recommends the Honorable Mayor and Board of City Commissioners approve the addition of two
red light cameras at Northbound and Southbound Clarke Road at Silver Star Road.
Staff recommends the Honorable Mayor and Board of City Commissioners approve the Sixth
Amendment to the Agreement with ATS, and the Honorable Mayor sign the Sixth Amendment to the
Agreement with ATS, thus adding ten ALPRs throughout the City of Ocoee.
Attachments:
Agreement and the First, Second, Third, Fourth, Fifth and Sixth Amendment.
Financial Impact:
• The addition of two red light locations will cost $4250 per camera, per month, which will be paid
through violator fines. .
The Sixth Amendment to the Agreement provides:
• The Monthly camera operation cost will remain at $4250 per camera. There is no financial
increase with the addition of ten ALPRs.
Type of Item: (please mark with an "x")
Public Hearing Forpleik's Dept Use:
Ordinance First Reading �1/ Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
x Commission Approval
Discussion& Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney Dana Crosby Collier on July 6, 2018 N/A
Reviewed by Finance Dept. i1A(L3 N/A
Reviewed by 0 N/A
r. .
CITY OF OCOEE SERVICES TWO PHASE AGREEMENT WITH
AMERICAN TRAFFIC SOLUTIONS, LLC PERTAINING TO RED LIGHT
RUNNING CAMERA ENFORCEMENT SYSTEM
THIS AGREEMENT made and entered into this day of Did- , 2008 by
and between the:
City of Ocoee, Florida
City Hall
150 N. Lakeshore Dr.
Ocoee, Florida 34761
a municipal corporation of the State of Florida, holding tax exempt status, hereinafter
referred to as the "City," and:
American Traffic Solutions, LLC
7681 E. Gray Road
Scottsdale, Arizona 85260
corporation, authorized to do business in the State of Florida, hereinafter referred to as
the "Contractor".
The City and the Contractor are collectively referred to herein as the "parties".
WITNESSETH:
WHEREAS, the City desires to retain the Contractor for the services identified in
the Palm Coast, FL Request For Proposal (RFP) and description of services outlined in
Exhibit A which outlines two phases of the work (the terms "services" and "work" being
synonymous in this Agreement on occasion); and
WHEREAS, the City desires to employ the Contractor for the performance to
support the public safety activities, programs and projects of the City upon the terms
and conditions hereinafter set forth, and the Contractor is desirous of performing and
providing such services upon said terms and conditions; and
WHEREAS, the Contractor hereby warrants and represents to the City that it is
competent and otherwise able to provide professional and high quality services to the
City; and
WHEREAS, all submissions submitted by the Contractor in the documents
submitted to the City by the Contractor in order to induce or encourage the City to retain
the services of the Contractor are hereby incorporated to the extent not inconsistent
with the terms and conditions as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
Red Light Camera Two Phase Services Agreement
Page No. 1
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed by and between the parties
hereto as follows:
Table Of Contents:
SECTION 1: DEFINITIONS.
SECTION 2: CAPTIONS.
SECTION 3: EXTENT OF AGREEMENT/ INTEGRATION /AMENDMENT
SECTION 4: NO GENERAL CITY OBLIGATION.
SECTION 5: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED.
SECTION 6: GENERAL PROVISIONS.
SECTION 7: CODES AND DESIGN STANDARDS
SECTION 8: SUBCONTRACTORS
SECTION 9: ASSIGNABILITY.
SECTION 10: COMMENCEMENT/IMPLEMENTATION SCHEDULE OF AGREEMENT
SECTION 11: LENGTH OF AGREEMENT
SECTION 12: DESCRIPTION OF SERVICES.
SECTION 13: CONTRACTOR RESPONSIBILITIES
SECTION 14: CITY RIGHTS AND RESPONSIBILITIES.
SECTION 15: WAIVER
SECTION 16: FORCE MAJEURE.
SECTION 17: STANDARDS OF CONDUCT.
SECTION 18: NOTICES.
SECTION 19: DESIGNATED REPRESENTATIVES.
SECTION 20: COMPENSATION
SECTION 21: INVOICE PROCESS
SECTION 22: TERMINATION OF AGREEMENT.
SECTION 23: TERMINATION BY CONTRACTOR FOR CAUSE.
SECTION 24: TERMINATION BY THE CITY WITHOUT CAUSE.
SECTION 25: PAYMENT IN THE EVENT OF TERMINATION.
SECTION 26: ACTION FOLLOWING TERMINATION.
SECTION 27: SUSPENSION.
SECTION 28: ALTERNATIVE DISPUTE RESOLUTION (ADR)
SECTION 29: SEVERABILITY.
SECTION 30: CONTROLLING LAWSNENUE/INTERPRETATION.
SECTION 31: INDEMNITY.
SECTION 32: INSURANCE
SECTION 33: EQUAL OPPORTUNITY EMPLOYMENT/NON-DISCRIMINATION
SECTION 34: ACCESS TO RECORDS/AUDIT/PUBLIC RECORDS.
SECTION 35: COUNTERPARTS.
SECTION 36: EXHIBITS.
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SECTION 1: DEFINITIONS.
Ad valorem- In proportion to the estimated value of the goods taxed.
Agreement — This document between the City and Contractor. Each exhibit, as
identified below, even if not physically attached, shall be treated as if they were part of
this Agreement. The effective date of this Agreement is the date City Commission of
the City approves the selection of the Contractor.
Billing Period —The period of time between project commencement to the close of the
current period, (inclusive); or from the close of the previous billing period, (exclusive), to
the close of the current period, usually concurrent with the month. In no case shall this
period be less than one (1) calendar month except for the final billing period.
Bona Fide - Made or carried out in good faith; sincere.
City — The City of Ocoee, a municipal corporation of the State of Florida holding tax
exempt status.
Contractor - To include all principals of the Contractor including, but not limited to, full
and part time employees, professional or otherwise, and all other agents employed by
or for Contractor to perform its obligations hereunder.
Description of Services - Shall be written in paragraph form resonably describing
those services/work the City can expect the Contractor to provide. The description shall
be written in such a manner that the type of service is clearly provided, but broad
enough that all services reasonably expected of the Contractor, including services
provided by partners, subcontractors, and other supporting professionals, can be
provided to the City.
Designated Representative—A person who administers, reviews, and coordinates the
provision of services. This definition applies equally to the City and to the Contractor.
Exhibit A— Description of Services.
Exhibit B — Pricing and Rate Schedule.
Exhibit C — Certificate of Liability Insurance.
Force Majeure - Force Majeure shall include, but not be limited to, hostility, revolution,
civil commotion, terrorism, strike, epidemic, fire, flood, wind, earthquake, explosion, any
law, proclamation, regulation, or ordinance or other act of government, or any act of
God or any cause whether of the same or different nature, existing or future; provided
that the cause whether or not enumerated in this Agreement is beyond the control and
without the fault or negligence of the party seeking relief under this Agreement.
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1 J
Law - Said phrase shall include statutes, codes, rules, and regulations of whatsoever
type or nature enacted or adopted by a governmental entity of competent jurisdiction.
Pad Materia — Of the same matter; on the same subject. Provisions in pari materia
must be construed with reference to each other/together when related to the same
matter or subject. The provisions of a contract/agreement are to be construed together
with no isolated construction of a particular provision such that it would defeat the
overall intent of the contract/agreement.
Submittals —Any item required by this agreement that the Contractor must provide the
City either for inclusion as part of this agreement or not.
Type of Services — A red light enforcement system using cameras for the benefit of
the public safety and interests said services being provided in accordance with the
controlling provisions of law. The services shall be provided in two (2) phases with the
first phase being an evaluative and analytical phase which is non-compensated and the
second phase, if the evaluation and analysis results in the conclusion that services
should proceed forward, the second phase shall be an operational and compensated
red light enforcement system.
SECTION 2: CAPTIONS.
The Section headings and captions of this Agreement are for convenience and
reference only and in no way define, limit, describe the scope or intent of this
Agreement or any part thereof, or in any way affect this Agreement or construe any
provision of this Agreement.
SECTION 3: EXTENT OF AGREEMENT/INTEGRATION/AMENDMENT.
(a). This Agreement, together with the exhibits, constitute the entire integrated
Agreement between the City and the Contractor and supersedes all prior written or oral
understandings in connection therewith. This Agreement, and all the terms and
provisions contained herein, including without limitation the exhibits attached, constitute
the full and complete agreement between the parties hereto to the date hereof, and
supersedes and controls over any and all prior agreements, understandings,
representations, correspondence, and statements, whether written or oral.
(b). This Agreement may only be amended, supplemented, or modified by a formal
written amendment and the Contractor may not rely upon non-written assignments of
work or services that are not consistent with the provisions of this Agreement.
(c). Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be valid only when expressed in writing and duly signed by the parties.
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(d). The exhibits made part of this Agreement are as follows:
Exhibit A- Description of Services.
Exhibit B - Pricing and Rate Schedule.
Exhibit C - Certificate of Liability Insurance.
(e). This is an Agreement relating to the provision of services to the City, in two (2)
phases, by the Contractor such that the Contractor shall not proceed to the second
compensated phase absent a review and analysis by the City of the results of the first,
non-compensated, phase of services.
SECTION 4: NO GENERAL CITY OBLIGATION.
(a). In no event shall any obligation of the City under this Agreement be or constitute
a general obligation or indebtedness of the City, a pledge of the ad valorem taxing
power of the City or a general obligation or indebtedness of the City within the meaning
of the Constitution of the State of Florida or any other applicable laws, but shall be
payable solely from legally available revenues and funds.
(b). The Contractor shall not have the right to compel the exercise of the ad valorem
taxing power of the City.
SECTION 5: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED.
(a). Execution of this Agreement by the Contractor is a representation that the
Contractor is familiar with local conditions and with the services to be performed. The
Contractor shall make no claim for additional time or money based upon its failure to
comply with this Agreement. The Contractor has informed the City, and hereby
represents to the City, that it has extensive experience in performing and providing the
services described in this Agreement, and that it is well acquainted with the components
that are properly and customarily included within such projects and the requirements of
laws, ordinances, rules, regulations, or orders of any public authority or licensing entity
having jurisdiction over City projects. Execution of this Agreement shall be an
affirmative and irrefutable representation by the Contractor to the City that the
Contractor is fully familiar with any and all requisite work conditions of the provisions of
the services and that no work conditions will be unanticipated.
(b). The recitals herein are true and correct and form and constitute a material part of
this Agreement upon which the parties have relied.
(c). It is agreed that nothing herein contained is intended or should be construed as
in any manner creating or establishing a relationship of co-partners between the parties,
or as constituting the Contractor (including, but not limited to, its officers, employees,
Red Light Camera Two Phase Services Agreement
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and agents) the agent, representative, or employee of the City for any purpose, or in
any manner, whatsoever. The Contractor is to be and shall remain forever an
independent Contractor with respect to all services performed under this Agreement.
(d). Persons employed by the Contractor in the provision and performance of the
services and functions pursuant to this Agreement shall have no claim to pension,
workers' compensation, unemployment compensation, civil service or other employee
rights or privileges granted to the City's officers and employees either by operation of
law or by the City.
SECTION 6: GENERAL PROVISIONS.
(a). Each party hereto represents to the other that it has undertaken all necessary
actions to execute this Agreement, and that it has the legal authority to enter into this
Agreement, and to undertake all obligations imposed on it. The person(s) executing this
Agreement for the Contractor certifies/certify that he/she/they is/are authorized to bind
the Contractor fully to the terms of this Agreement and so execute this Agreement under
penalty of perjury.
(b). This Agreement is for services pertaining to a governmental red light
enforcement system using cameras for the benefit of the public safety and interests said
services being provided in accordance with the controlling provisions of law. The
services shall be provided in two (2) phases with the first phase being an evaluative and
analytical phase which is non-compensated and the second phase, if the evaluation and
analysis results in the conclusion that services should proceed forward, the second
phase shall be an operational and compensated red light enforcement system. Related
services, as needed by the City for the City's operations as set forth herein and as
otherwise directed by the City to include all labor and materials that may be required,
shall be provided by the Contractor to the City in accordance with the hourly rate
schedule set forth herein. At no time will the Contractor have or use governmental law
enforcement or public safety powers and all services provided by the Contractor to the
City shall be in aid of the City in the City's exercise of such powers
(c). The Contractor acknowledges that the City may retain other contractors to
provide the services for City projects. The City reserves the right to select which
contractor shall provide services for City projects.
(d). The Contractor agrees to provide and ensure coordination between service
providers.
(e). Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement. The parties covenant and agree that they shall diligently
and expeditiously pursue their respective obligations set forth in this Agreement. .
Contractor will have each specified approach installed and activated in accordance with
an implementation plan to be mutually agreed to by the Contractor and City. Contractor
will use reasonalbe commerical efforts to install the system in accordance with the
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schedule set forth in the implementation plan that will be formalized upon project
commencement.
(f). Contractor shall maintain an adequate and competent staff or professionally
qualified persons throughout the performance of this Agreement to ensure acceptable
and timely completion of the services. Should the City determine that a particular staff
member or particular staff members cannot adequately provide the services due to the
City or that the use of such Contractor employee(s) is not in the public interest, as
determined by action of the City Manager of the City, the Contractor shall immediately
cause such employee(s) to cease work under this Agreement and such action shall not
be deemed a suspension or termination of this Agreement.
(g). Requirements for signing and sealing plans, reports, and documents prepared by
the Contractor shall be governed by the laws and regulations of Orange County, the
City and Federal and State regulatory agencies.
(h). No claim for services furnished by the Contractor not specifically provided for
herein shall be honored by the City. Should the Contractor proceed to accomplish work
without written authorization by the City, such work shall not be deemed compensable
work. It is the responsibility of the Contractor to ensure that the Contractor takes
direction from the appropriate person, with requisite authority, of the City.
SECTION 7: CODES AND DESIGN STANDARDS.
(a). All the services to be provided or performed by the Contractor shall, at a
minimum, be in conformance with commonly accepted industry and professional codes
and standards, standards of the City, and the laws of any Federal, State, or local
regulatory agencies.
(b). The Contractor shall be responsible for keeping apprised of any changing laws
applicable to the services to be performed under this Agreement.
SECTION 8: SUBCONTRACTORS.
(a). Any Contractor proposed subcontractor shall be submitted to the City for written
approval prior to the Contractor entering into a subcontract. Subcontractor information
shall include, but not be limited to, State registrations, business address, local business
tax proof of payment, and insurance certifications.
(b). The Contractor shall coordinate the provision of services and work product of any
City approved subcontractor and remain fully responsible for such services and work
under the terms of this Agreement. The Contractor is prohibited from executing any
document that would purport to assign the Contractor's duties to the City to a
subcontractor.
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(c). All subcontracts shall be in writing and shall fully incorporate the terms and
conditions of this Agreement and require the subcontractors to assume performance of
the Contractor duties commensurately with the Contractor's duties to the City under this
Agreement, it being understood that nothing herein shall in any way relieve the
Contractor from any of its duties under this Agreement. The Contractor shall provide
the City with executed copies of all subcontracts within one (1) business day of the
execution.
SECTION 9: ASSIGNABILITY.
The Contractor shall not sublet, assign, or transfer any interest in this Agreement, or
claims for the money due or to become due out of this Agreement to a bank, trust
company, or other financial institution without written City approval. When approved by
the City, written notice of such assignment or transfer shall be furnished promptly to the
City and, in such cases, the Contractor's successors and assigns shall be bound to the
City by the terms and conditions of this Agreement.
SECTION 10: COMMENCEMENT / IMPLEMENTATION SCHEDULE OF
AGREEMENT.
(a). The Contractor shall commence the provision of services for the first phase of
services as described in this Agreement immediately upon execution of this Agreement
and the issuance of a written notice to proceed by the City. The Contractor shall, within
five (5) days of receipt of the notice to proceed provide the City with written verification
of the receipt and state a plan of action relative to the commencement of the work.
(b). The Contractor shall commence the provision of services for the second phase of
services as described in this Agreement immediately upon the issuance of a written
notice to proceed by the City. The Contractor shall, within five (5) days of receipt of the
notice to proceed provide the City with written verification of the receipt and state a plan
of action relative to the commencement of the work.
(c). The Contractor and the City agree to make every effort to adhere to the
schedules established by the City. However, if the Contractor is materially and
substantially delayed at any time in the provision of services by any act or omission of
the City, or of any employee of the City, or by any other contractor employed by the
City, or by changes ordered by the City, or by strikes, lock outs, fire, unusual delay in
transportation, unavoidable casualties, or any other causes of force majeure not
resulting from the inactions or actions of the Contractor and beyond the Contractor's
control which would not reasonably be expected to occur in connection with or during
performance or provision of the services, or by delay authorized by the City pending a
decision, or by any cause which the City shall decide to justify the delay, the time of
completion shall be extended for such reasonable time as the City may decide in its
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sole and absolute discretion. It is further expressly understood and agreed that the
Contractor shall not be entitled to any damages or compensation, or be reimbursed for
any losses on account of any delay or delays resulting from any of the aforesaid causes
or any other cause whatsoever.
SECTION 11: LENGTH OF AGREEMENT.
(a). The term of this Agreement is three (3) years commencing on the date of full
execution of this Agreement by the parties.
(b). The Contractor services shall begin upon written notification to proceed by the
City by means of a notice to proceed.
(c). Contractor services shall be provided to the City solely as directed in the two
phases of the provision of services.
(d). Subsequent to the conclusion of the initial term, this Agreement may be renewed
by the parties for maximum total of an additional five (5) years.
(e). The Contractor shall serve as an expert witness, as needed, in judicial
proceedings relating to the services that are the subject of this Agreement at a rate of
compensation as set forth in the Notice To Proceed for the second phase of the
services set forth herein.
(f). All provisions of this Agreement which contain continuing obligations shall
survive the expiration or termination of this Agreement.
SECTION 12: DESCRIPTION OF SERVICES.
(a). The Contractor agrees to perform diverse services relating to the full array of
needs of the City pertaining to a red light enforcement system using cameras to
advance the public interest and public safety in accordance with the controlling
provisions of law. The Description of Services is further and more specifically outlined
in Exhibit A.
(b). The Contractor shall diligently and in a professional and timely manner perform
and provide the services outlined herein. Unless modified in writing by the parties
hereto, the duties of the Contractor shall not be construed to exceed the provision of the
services pertaining to this Agreement.
(c). The City and Contractor agree that there may be certain additional services
required to be performed by the Contractor during the performance of this Agreement
that cannot be defined sufficiently at the time of execution of this Agreement. Such
services shall be authorized in writing by the City. The written authorization of work
may contain addititonal instructions or provide specifications upon certain aspects of
this Agreement pertinent to the work to be undertaken. Such supplemental instructions
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or provisions shall not be construed as a modification of this Agreement.
SECTION 13: CONTRACTOR RESPONSIBILITIES.
(a). The Contractor shall be responsible for the professional quality, accepted
standards, technical accuracy and the coordination of all services furnished by the
Contractor under this Agreement, as well as, the conduct of its staff, personnel,
employees, and agents. The Contractor shall work closely with the City on all aspects
of the provision of the services. With respect to services, the Contractor shall be
responsible for the professional quality, technical accuracy, competence, methodology,
accuracy, and the coordination of all of the following which are listed for illustration
purposes and not as a limitation: documents, analysis, reports, data, plans, plats,
maps, surveys, specifications, and any and all other services of whatever type or nature
furnished by the Contractor under this Agreement. The Contractor shall, without
additional compensation, correct or revise any errors or deficiencies in its plans,
analysis, data, reports, designs, drawings, specifications, and any and all other services
of whatever type or nature.
(b). The Contractor shall furnish a Contractor designated representative to
administer, review, and coordinate the provision of services under this Agreement.
(c). Neither City review, approval, or acceptance of, nor payment for, any of the
services required under this Agreement or failure to insist upon strict compliance by the
Contractor with regard to any provision of this Agreement shall be construed to operate
as a waiver, release, discharge, modification or change of any rights of the City or of
any cause of action arising out of the performance of this Agreement to the benefit of
the City. The Contractor shall be and shall remain liable to the City in accordance with
applicable law for all damages to the City caused by the Contractor's negligent or
improper performance or failure to perform any of the services furnished under this
Agreement.
(d). In the event the Contractor fails to comply with the terms and conditions of this
Agreement, the City shall notify the Contractor's designated representative in writing so
that the Contractor may take remedial action.
(e). Time is of the essence in the performance of all services provided by the
Contractor under the terms of this Agreement.
SECTION 14: CITY RIGHTS AND RESPONSIBILITIES.
(a). The City shall reasonably cooperate with the Contractor in a timely fashion at no
cost to the Contractor as set forth in this Section.
(b). The City shall furnish a City designated representative to administer, review, and
coordinate the provision of services under this Agreement.
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(c). The City shall make City personnel reaonably available where, in the City's
opinion, they are required and necessary to assist the Contractor. The availability and
necessity of said personnel to assist the Contractor shall be determined solely at the
discretion of the City.
(d). Upon the written request of the Contractor, the City shall furnish the Contractor
with existing data, records, maps, plans, specifications, reports, fiscal data, and other
information that is available in the City's files that is necessary or useful to the
Contractor for the performance of the work. All such documents conveyed by the City
shall be, and remain the property of, the City and shall be returned to the City upon
completion of the services to be performed by the Contractor.
(e). The City shall, upon request of the Contractor, reasonably examine all Contractor
reports, sketches, drawing, estimates, proposals, and other documents presented to the
City and indicate the City's approval or disapproval within a reasonable time so as not to
materially delay the provisions of the services of the Contractor; provided, however, that
the City's examination(s) shall not, in any way, relieve the Contractor of its duties and
obligations under the provisions of this Agreement.
(f). The City shall, upon request of the Contractor (unless the procurement
documents otherwise provide), provide access to and make provisions for the
Contractor to enter upon public and private lands as required for the Contractor within a
reasonable time to perform work as necessary to complete services.
(g). The City shall transmit instructions, relevant information, and provide
interpretation and definition of City policies and decisions with respect to any and all
materials and other matters pertinent to the services covered by this Agreement;
provided, however, that the City's examination(s) shall not, in any way, relieve the
Contractor of its duties and obligations under the provisions of this Agreement.
(h). The City shall give written notice to the Contractor whenever the City designated
representative knows of a development that affects the services provided and
performed under this Agreement, timing of the Contractor's provision of services, or a
defect or change necessary in the services of the Contractor.
(i). The rights and remedies of the City provided for under this Agreement are in
addition to any other rights and remedies provided by law; the City may assert its right
of recovery by any appropriate means including, but not limited to, set-off, suit,
withholding, recoupment, or counterclaim, either during or after performance of this
Agreement.
(j). The City shall be entitled to recover any and all legal costs including, but not
limited to, attorney fees and other legal costs that it may incur in any legal actions it may
pursue in the enforcement of the terms and conditions of this Agreement or the
responsibilities of the Contractor in carrying out the duties and responsibilities deriving
from this Agreement.
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(k). The failure of the City to insist in any instance upon the strict performance of any
provision of this Agreement, or to exercise any right or privilege granted to the City
hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
(I). Neither the City's review, approval or acceptance of, nor payment for, any of the
services required shall be construed to operate as a waiver of any rights under this
Agreement nor or any cause of action arising out of the performance of this Agreement
and the Contractor shall be and always remain liable to the City in accordance with
applicable law for any and all damages to the City caused by the Contractor's negligent
or wrongful provision or performance of any of the services furnished under this
Agreement.
(m). All deliverable analysis, reference data, survey data, plans and reports, or any
other form of written instrument or document that may result from the Contractor's
services or have been created during the course of the Contractor's performance under
this Agreement shall become the property of the City after final payment is made to the
Contractor.
(n). In the event the City fails to comply with the terms and conditions of this
Agreement, the Contractor shall notify the City's designated representative in writing in
order that the City may take remedial action.
SECTION 15: WAIVER.
The failure of the City to insist in any instance upon the strict performance of any
provision of this Agreement, or to exercise any right or privilege granted to the City
hereunder, shall not constitute or be construed as a waiver of any such provision or
right and the same shall continue in force.
SECTION 16: FORCE MAJEURE.
Neither party shall be considered in default in performance of its obligations hereunder
to the extent that performance of such obligations, or any of them, is delayed or
prevented by force majeure.
SECTION 17: STANDARDS OF CONDUCT.
(a). The Contractor warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the Contractor, to solicit or
secure this Agreement and that the Contractor has not paid or agreed to pay any
person, company, corporation, individual, or firm other than a bona bide employee
working solely for the Contractor, any fee, commission, percentage, gift, or any other
consideration, contingent upon or resulting from the award of making this Agreement.
Red Light Camera Two Phase Services Agreement
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(b). If the City determines that any employee or representative of the Contractor is
not satisfactorily performing his or her assigned duties or is demonstrating improper
conduct pursuant to any assignment or work performed under this Agreement, the City
shall so notify the Contractor, in writing. The Contractor shall immediately remove such
employee or representative of the Contractor from such assignment.
(c). By execution of this Agreement, the Contractor hereby certifies that no
undisclosed conflict of interest exists with respect to the Agreement, including, but not
limited to, any conflicts that may be due to representation of other clients, customers or
vendees, other contractual relationships of the Contractor, or any interest in property
that the Contractor may have. The Contractor further certifies that any conflict of
interest that arises during the term of this Agreement shall be immediately disclosed in
writing to the City. Violation of this Section shall be considered as justification for
immediate termination of this Agreement.
(d). The Contractor shall not engage in any action that would create a conflict of
interest for any City employee or other person during the course of performance of, or
otherwise related to, this Agreement or which would violate or cause others to violate
the provisions of Part Ill, Chapter 112, Florida Statutes, as amended from time-to-time,
relating to ethics in government.
(e). The City shall not intentionally award publicly-funded contracts to any Contractor
who knowingly employs unauthorized alien workers, constituting a violation of the
employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the
Immigration and Nationality Act (INA) as the INA may be amended from time-to-time.
The City shall consider the employment by the Contractor of unauthorized aliens, a
violation of Section 274A (e) of the INA. Such violation by the Contractor of the
employment provisions contained in Section 274A (e) of the INA is a per se breach of
this Agreement and shall be grounds for immediate termination of this Agreement by the
City.
(f). The Contractor shall comply with and adhere to the equal employment and non-
discrimination provisions of this Agreement.
(g). If the Contractor or an affiliate is placed on a discriminatory vendor list, such
action may result in termination by the City. The Contractor shall certify, upon request
by the City that it is qualified to submit a bid under Section 287.134, Florida Statutes, or
its successor provision(s).
(h). If the Contractor or an affiliate is placed on the convicted vendor list following a
conviction for a public entity crime, such action may result in termination by the City.
The Contractor shall certify, upon request by the City, that is qualified to submit a bid
under Section 287.133, Florida Statutes, or its successor provision(s).
(i). The Contractor shall certify, upon request by the City, that the Contractor
maintains a drug free workplace policy in accordance with Section 287.0878, Florida
Red Light Camera Two Phase Services Agreement
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Statutes, as amended from time-to-time. Failure to submit this certification may result in
termination.
(j). The Contractor agrees to comply with Federal, State, and local environmental,
health, and safety laws and regulations applicable to the services provided to the City.
The Contractor agrees that any program or initiative involving the work that could
adversely affect any personnel involved, citizens, residents, users, neighbors or the
surrounding environment shall ensure compliance with any and all employment safety,
environmental and health laws.
(k). If applicable, in accordance with Section 216.347, Florida Statutes, or its
successor provision(s), the Contractor shall not use funds provided by this Agreement
for the purpose of lobbying the Legislature, the Judicial Branch, or any State Agency.
(I). The Contractor shall not publish any documents or release information regarding
this Agreement to the media without prior approval of the City. The Contractor may not
use its relationship with the City for publicity purposes, in any manner or means, without
the expressed written consent of the City.
(m). The Contractor shall ensure that all services are provided to the City after the
Contractor has obtained, at its sole and exclusive expense, any and all permits,
licenses, permissions, approvals or similar consents.
(n). The Contractor shall ensure that all taxes due from the Contractor are paid in a
timely and complete manner including, but not limited to, the local business tax.
SECTION 18: NOTICES.
(a). Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by registered United States mail, with return receipt requested,
addressed to the party for whom it is intended, at the place last specified, and the place
for giving of notice shall remain such until it shall have been changed by written notice
in compliance with the provisions of this Section.
(b). For the present, the parties designate the following as the representative places
for giving of notice, to-wit:
(1). For the City:
City Manager
City of Ocoee
150 N. Lakeshore Drive
Ocoee, Florida 34761
(2). For the Contractor:
Red Light Camera Two Phase Services Agreement
Page No. 14
Mr. Adam E. Tuton
Manager
American Traffic Solutions, LLC.
7681 E. Gray Road
Scottsdale, Arizona 85260
(c). Written notice requirements of this Agreement shall be strictly construed and
such requirements are a condition precedent to pursuing any rights or remedies
hereunder. The Contractor agrees not to claim any waiver by City of such notice
requirements based upon City having actual knowledge, implied, verbal or constructive
notice, lack of prejudice, or any other grounds as a substitute for the failure of the
Contractor to comply with the express written notice requirements herein. Computer
notification (e-mails and message boards) shall not constitute proper written notice
under the terms of the Agreement.
SECTION 19: DESIGNATED REPRESENTATIVES.
(a). The City Manager, or designated representative, represents the City in all
matters pertaining to and arising from the work and the performance of this Agreement.
(b). The City Manager, or designated representative shall have the following
responsibilities:
(1). Examination of all work and rendering, in writing, decisions indicating the
City's approval or disapproval within a reasonable time so as not to materially delay the
work of the Contractor;
(2). Transmission of instructions, receipt of information, and interpretation and
definition of City's policies and decisions with respect to design, materials, and other
matters pertinent to the work covered by this Agreement;
(3). Giving prompt written notice to the Contractor whenever the City knows of
a defect or change necessary in the project; and
(c). Until further written notice, the City's designated representative for this
Agreement is:
City Manager
City of Ocoee
150 N. Lakeshore Dr.
Ocoee, FL 34761
Red Light Camera Two Phase Services Agreement
Page No. 15
.
(d). Prior to start of any work under this Agreement, the Contractor shall, at the
written request of the City, submit to the City detailed resumes of key professional
personnel that will be involved in performing services described in the work. At any
time hereafter that the Contractor desires to change key professional personnel in an
active assignment, it shall submit the qualifications of the new professional personnel to
the City for prior approval. Key professional personnel shall include the principal-in-
charge, project managers, and others interfacing with City personnel.
(e). Until further written notice, the Contractor's designated representative for this
Agreement is:
Mr. Adam Tuton
American Traffic Solutions, LLC
7681 E. Gray Road
Scottsdale, Arizona 85260
Telephone Number: (480) 443-7000
SECTION 20: COMPENSATION.
(a). There shall be no fee charged to the City for the work accomplished in the first
phase of performance, while the fee to be charged for the second phase of services,
post authorization, shall be as set forth in Exhibit B.
(b). Should the City authorize work under the second phase of the services,
compensation to the Contractor for the services performed shall be as set forth the
notice to proceed and as set forth in Exhibit B.
(c). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals,
etc.
(d). Work performed by the Contractor without written approval by the City's
designated representative shall not be compensated. Any work performed by the
Contractor without approval by the City is performed at the Contractor's own election.
(e). In the event the City fails to provide compensation under the terms and
conditions of this Agreement, the Contractor shall notify the City's designated
representative in order that the City may take remedial action.
SECTION 21: INVOICE PROCESS.
(a). Payments shall be made by the City to the Contractor when requested as work
progresses for services furnished, but not more than once monthly. The Contractor
shall render to the City, at the close of each calendar month, an itemized invoice
Red Light Camera Two Phase Services Agreement
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properly dated, describing all services rendered as Exhibit B, the Project Status Report
Form, the cost of the services, the name and address of the Contractor, Contract
Number and all other information required by this Agreement.
(b). Invoices which are in an acceptable form to the City and without disputable items
will be processed for payment within thirty (30) days of receipt by the City.
(c). The Contractor will be notified of any disputable items contained in invoices
submitted by the Contractor within fifteen (15) days of receipt by the City with an
explanation of the deficiencies.
(d). The City and the Contractor will make every effort to resolve all disputable items
contained in the Contractor's invoices.
(e). The Florida Prompt Payment Act shall apply when applicable.
(f). Invoices shall be forwarded by the Contractor directly to:
City Hall
City of Ocoee
150 N. Lakeshore Dr.
Ocoee, Florida 34761
SECTION 22: TERMINATION OF AGREEMENT.
(a). The City may terminate this Agreement for convenience at any time for one (1) or
more of the reasons as follows:
(1). If, in the City's opinion, adequate progress is not being made by the
Contractor; or
(2). If, in the City's opinion, the quality of the services provided by the
Contractor is/are not in conformance with commonly accepted professional standards,
standards of the City, the requirements of Federal or State regulatory agencies, and the
Contractor has not corrected such deficiencies in a timely manner as reasonably
determined by the City; or
(3). The Contractor or any employee or agent of the Contractor is indicted or
has a direct charge issued against him for any crime arising out of or in conjunction with
any work that has been performed by the Contractor; or
(4). The Contractor becomes involved in either voluntary or involuntary
bankruptcy proceedings, or makes an assignment for the benefit of creditors; or
Red Light Camera Two Phase Services Agreement
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(5). The Contractor violates the standards of conduct provisions herein or any
provision of State or local law or any provision of the City's Code of Conduct which is
available to the Contractor; or
(6). The Contractor otherwise violates the terms and conditions of this
Agreement.
(b). In the event of any of the causes described in this Section, the City's designated
representative may send a certified letter requesting that the Contractor show cause
why the Agreement should not be terminated. If assurance satisfactory to the City of
corrective measures to be made within a reasonable time is not given to the City within
fourteen (14) calendar days of the receipt of the letter, the City may consider the
Contractor to be in default, and may immediately terminate this Agreement.
(c). In the event that this Agreement is terminated for cause and it is later determined
that the cause does not exist, then this Agreement shall be deemed terminated for
convenience by the City and the City shall have the right to so terminate this Agreement
without any recourse by the Contractor.
SECTION 23: TERMINATION BY CONTRACTOR FOR CAUSE.
(a). The Contractor may terminate this Agreement if:
(1). The City substantially and materially fails to meet its obligations and
responsibilities as specifically contained in this Agreement; or
(2). The City fails to pay the Contractor in accordance with this Agreement.
(b). In the event of either of the causes described in Subsection (a), the Contractor
shall send a certified letter requesting that the City show cause why the Agreement
should not be terminated and to otherwise provide the City will a reasonable opportunity
to cure or explain the alleged breach.
(c). If adequate assurances are not given to the Contractor within fourteen (14)
calendar days of the receipt of said show cause notice that there is no breach or, if a
breach exists, it may be reasonably explained or has been cured, the Contractor may
consider the City to be in default, and may immediately terminate this Agreement.
(d). No implied obligations of the City arise from the operation of this Agreement.
SECTION 24: TERMINATION BY THE CITY WITHOUT CAUSE.
(a). Notwithstanding any other provision of this Agreement, the City shall have the
right at any time to terminate this Agreement in its entirely without cause if such
termination is deemed by the City to be in the public interest, provided that thirty (30)
Red Light Camera Two Phase Services Agreement
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calendar days prior written notice is given to the Contractor of the City's intent to
terminate.
(b). In the event that this Agreement is terminated, the City shall identify any specific
work to be continued to completion pursuant to the provisions of this Agreement.
(c). This Agreement will remain in full force and effect as to all authorized work that is
to be continued to completion.
SECTION 25: PAYMENT IN THE EVENT OF TERMINATION.
In the event this Agreement is terminated or canceled prior to final completion payment
for the unpaid portion of the services provided by the Contractor to the date of
termination and any additional services shall be paid to the Contractor
SECTION 26: ACTION FOLLOWING TERMINATION.
(a), Upon receipt of notice of termination, given by either party, the terminated party
shall promptly discontinue the provision of all services, unless the notice provides
otherwise.
(b), The Contractor recognizes its obligation to mitigate damages in the event of
termination by whatever means under whatever circumstances.
SECTION 27: SUSPENSION.
(a). The performance or provision of the Contractor services under this Agreement
may be suspended by the City at any time.
(b). In the event the City suspends the performance or provision of the Contractor's
services hereunder, the City shall so notify the Contractor in writing. Such suspension
becoming effective upon the date stated in the notice. The City shall pay to the
Contractor within thirty (30) days all compensation which has become due to and
payable to the Contractor to the effective date of such suspension. The City shall
thereafter have no further obligation for payment to the Contractor for the suspended
provision of services unless and until the City's designated representative notifies the
Contractor in writing that the provision of the services of the Contractor called for
hereunder are to be resumed by the Contractor.
(c). Upon receipt of written notice from the City that the Contractor's provision of
services hereunder are to be resumed, the Contractor shall continue to provide the
services to the City.
(d). The Contractor recognizes its duties to mitigate damages in the event of the
suspension of services.
Red Light Camera Two Phase Services Agreement
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•
SECTION 28: ALTERNATIVE DISPUTE RESOLUTION (ADR).
(a) In the event of a dispute related to any performance or payment obligation arising
under this Agreement, the parties agree attempt resolution by means of mutual
discussion and, if resolution does not result there from, to exhaust any alternative
dispute resolution procedures reasonably imposed by the City prior to filing suit or
otherwise pursuing legal remedies.
(b) The Contractor agrees that it will file no suit or otherwise pursue legal remedies
based on facts or evidentiary materials that were not presented for consideration to the
City in alternative dispute resolution procedures or which the Contractor had knowledge
and failed to present during the City procedures.
(c). In the event that City procedures are exhausted and a suit is filed or legal
remedies are otherwise pursued, the parties shall exercise best efforts to resolve
disputes through voluntary mediation. Mediator selection and the procedures to be
employed in voluntary mediation shall be mutually acceptable to the parties. Costs of
voluntary mediation shall be shared equally among the parties participating in the
mediation. The Contractor recognizes that mediation may be deemed open by the City
at its discretion subject to any controlling limitations of State law.
SECTION 29: SEVERABILITY.
(a). If any term, provision or condition contained in this Agreement shall, to any
extent, be held invalid or unenforceable, the remainder of this Agreement, or the
application of such term, provision or condition to persons or circumstances other than
those in respect of which it is invalid or unenforceable, shall not be affected thereby,
and each term, provision, and condition of this Agreement shall be valid and
enforceable to the fullest extent permitted by law when consistent with equity and the
public interest.
(b). All provisions of this Agreement shall be read and applied in pari materia with all
other provisions hereof.
(c). Violation of this Agreement by the Contractor is recognized by the parties to
constitute irreparable harm to the City.
SECTION 30: CONTROLLING LAWSNENUE!INTERPRETATION.
(a). This Agreement is to be governed by the laws of the State of Florida.
(b). Venue for any legal proceeding related to this Agreement shall be in Orange
County, FL.
(c). This Agreement is the result of bona fide arms length negotiations between the
City and the Contractor and all parties have contributed substantially and materially to
Red Light Camera Two Phase Services Agreement
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the preparation of the Contract. Accordingly, this Agreement shall not be construed or
interpreted more strictly against any one party than against any other party.
(d). The parties hereby affirmatively waive their right to trial by jury relative to any and
all litigation commenced in relation to this Agreement.
(e). All alternative dispute resolution and similar negotiations sessions shall occur in
Orange County, Florida absent agreement otherwise by the City.
SECTION 31: INDEMNITY.
(a). To the fullest extent permitted by law, the Contractor shall indemnify, hold
harmless, and defend the City, its agents, servants, officers, officials, and employees, or
any of them, from and against any and all claims, damages, losses, and expenses
including, but not limited to, attorneys fees and other legal costs such as those for
paralegal, investigative, and legal support services, and the actual costs incurred for
expert witness testimony arising out of or resulting from the performance or provision of
services required under this Agreement, provided that same is caused in whole or part
by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct,
or misconduct of the Contractor, its agents, servants, officers, officials, employees, or
subcontractors.
(b). In accordance with Section 725.06, Florida Statutes, or its successor and similar
provision(s), adequate consideration has been provided to the Contractor for this
obligation, the receipt and sufficiency of which is hereby specifically acknowledged.
(c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of
the City as set forth in Section 768.28, Florida Statutes, as amended from time-to-time.
(d). In claims against any person or entity indemnified under this Section by an
employee of the Contractor or its agents or subcontractors, anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, the indemnification
obligation under this Section shall not be limited by a limitation on amount or type of
damages, compensation, or benefits payable by or for the Contractor or its agents or
subcontractors, under workers compensation acts, disability benefits acts, or other
employee benefit acts.
(e). The execution of this Agreement by the Contractor shall obligate the Contractor
to comply with the indemnification provision in this Agreement; however, the Contractor
must also comply with the provisions of this Agreement relating to insurance coverages.
SECTION 32: INSURANCE.
(a). The Contractor shall obtain or possess and continuously maintain the following
insurance coverages, from a company or from companies, with a Best Rating of A- or
better, or such other qualifications as may be acceptable to the City, in its sole and
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gAgreement
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absolute discrection, which insuranace company(ies) must be authorized to do business
in the State of Florida and which policies must be in a form acceptable to the City and
with only such terms and conditions as may be acceptable to the City:
(1). Workers Compensation/Employer Liability: The Contractor shall provide
workers compensation insurance for all employees engaged in the work under this
Agreement in accordance with the laws of the State of Florida. Employers' liability
Insurance shall be provided by the Contractor at limits not less than the following:
$100,000.00 Each Accident
$100,000.00 Disease Each Employee
$500,000.00 Disease Aggregate
(2). Comprehensive General Liability: The Contractor shall provide coverage
for all operations including, but not limited to, contractual, independent contractor,
products and complete operations and personal injury with limits not less than the
following:
$1,000,000.00 Bodily injury and property damage - each occurrence.
$1,000,000.00 Personal and advertising injury - each occurrence.
$2,000,000.00 General aggregate.
$2,000,000.00 Products/completed operations aggregates limit.
$ 5,000.00 Medical payments.
(3). Comprehensive Business Automobile Liability: The Contractor shall
provide complete coverage with a combined single limit of not less than $1,000,000.00
bodily injury and property damage coverage in accordance with the laws of the State of
Florida, as to the ownership, maintenance, and use of all owned, non-owned, leased or
hired vehicles.
(4). Professional Liability: The Contractor shall provide professional liability
insurance as well as errors and omission insurance in a minimum amount of
$1,000,000.00 combine single limit, or its equivalent, with a combined single limit of not
less than $1,000,000.00, protecting the Contractor against claims of the City for
negligence, errors, mistakes, or omissions in the performance of services to be
performed and furnished by the Contractor.
(5) Other Required Insurance Coverage: Where unusual operations are
necessary to complete the work, such as longshoremen and harbor workers' exposures,
use of aircraft or watercraft, use of explosives, and any high risk circumstances. No
Red Light Camera Two Phase Services Agreement
Page No. 22
aircraft, watercraft or explosives shall be used without the express advance written
approval of the City which may, thereupon, required additional insurance coverages.
(b). All insurance coverages shall be kept in full force and effect by the Contractor
throughout the duration of this Agreement and for one (1) year after the termination of
this Agreement. All insurance coverages shall be occurrence basis coverage policies.
All insurance other than workers compensation and professional liability that must be
maintained by the Contractor shall specifically include the City as an additional insured.
All insurance minimum coverages extend to any subcontractor, and the Contractor shall
be responsible for all subcontractors.
(c). The Contractor shall provide certificates of insurance to the City evidencing that
all such insurance is in effect prior to performance of work under this Agreement.
These certificates of insurance shall affirmatively show that the City is a named insured
under the policies set forth therein and shall become part of this Agreement. Neither
approval by the City nor failure to disapprove the insurance furnished by a Contractor
shall relieve the Contractor of the Contractor's full responsibility for performance of any
obligation including the Contractor's indemnification of the City under this Agreement.
If, during the period which an insurance company is providing the insurance coverage
required by this Agreement, an insurance company shall: (1) lose its certificate of
authority or right to issue insurance in the State of Florida, or (2) no longer complies
with State law, or (3) fails to maintain the requisite Best's rating and financial size
category, the Contractor shall, as soon as the Contractor has knowledge of any such
circumstance, immediately notify the City and immediately replace the insurance
coverage provided by the insurance company with a different insurance company
meeting the requirements of this Agreement. Until such time as the Contractor has
replaced the unacceptable insurer with an insurer acceptable to the City, the Contractor
shall be deemed to be in default of this Agreement.
(d). The insurance coverage shall contain a provision that requires that prior to any
changes in the coverage, except increases in aggregate coverage, thirty (30) days prior
notice will be given to the City by submission of a new certificate of insurance.
(e). The Contractor shall provide certificates of insurance directly to the City's
designated representative. The certificates shall clearly indicate that the Contractor has
obtained insurance of the type, amount, and classification required by this Agreement.
(f). Nothing in this Agreement or any action relating to this Agreement shall be
construed as the City's waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes, as amended from time-to-time.
(g). The City shall not be obligated or liable under the terms of this Agreement to any
party other than the Contractor. There are no third party beneficiaries to this
Agreement. The Contractor hereby relases and discharges the City of and from all
liability to the Contractor, and to anyone claiming by, through or under the Contractor,
by subrogation, or otherwise, on account of any loss or damage to the City.
Red Light Camera Two Phase Services Agreement
Page No. 23
(h). The Contractor is an independent Contractor and not an agent, representative, or
employee of the City. The City shall have no liability except as specifically provided in
this Agreement.
(i). All insurance shall be primary to, and not contribute with, any insurance or self-
insurance maintained by the City.
SECTION 33: EQUAL OPPORTUNITY EMPLOYMENT/NON-DISCRIMINATION.
The Contractor agrees that it will not discriminate against any person, employee or
applicant for employment for work under this Agreement because of race, color,
religion, sex, age, national origin, or disability and shall take affirmative steps to ensure
that applicants are employed and employees are treated during employment without
regard to race, color, religion, sex, age, national origin, or disability. This provision shall
include, but not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment advertising; layoff or termination; rates of pay or their forms or
compensation; and selection for training, including apprenticeship. The Contractor,
moreover, shall comply with all the requirements as imposed by the Americans with
Disability Act, the rules and regulations of the Federal government issued thereunder,
and any and all requirements of Federal or State law related thereto and any and all
related Federal or State laws which prohibits discrimination by public and private entities
on the basis of disability and shall not otherwise discriminate on the grounds of race,
color, religion, sex, or national origin in the performance of work under this Agreement
or violate any laws pertaining to civil rights, equal protection, or discrimination.
SECTION 34: ACCESS TO RECORDS/AUDIT/PUBLIC RECORDS.
(a). The Contractor shall maintain books, records, documents, time and costs
accounts, and other evidence directly related to its provision or performance of services
under this Agreement. All time records and cost data shall be maintained in accordance
with generally accepted accounting principles.
(b). The City reserves the right to unilaterally terminate this Agreement if the
Contractor refuses to allow public access to all documents, papers, letters, or other
materials subject to provisions of Chapter 119, Florida Statutes, Article I, Section 24 of
the Constitution of the State of Florida, and other applicable law, as amended from time-
to-time, that would, in any way be considered to be a public record in its broadest
definition, and made or received by the Contractor in conjunction, in any way, with this
Agreement. Without in any way limiting any provision of this Agreement, included in the
records that are the subject of this Agreement are field memos, computer code,
computer text, shop drawings, and similar documents and data.
Red Light Camera Two Phase Services Agreement
Page No. 24
(c). The City may perform, or cause to have performed, an audit of the records of the
Contractor before or after final payment to support final payment issued hereunder.
This audit, shall be performed at a time mutually agreeable to the Contractor and the
City subsequent to the close of the final fiscal period in which services are provided or
performed. Total compensation to the Contractor may be determined subsequent to an
audit as provided for in this Section, and the total compensation so determined shall be
used to calculate final payment to the Contractor. Conduct of this audit shall not delay
final payment as required by this Section.
(d). In addition to the above, if Federal, State, County, or other entity funds are used
for any services under this Agreement, the Comptroller General of the United States or
the Chief Financial Officer of the State of Florida, Flagler County, or any representative,
shall have access to any books, documents, papers, and records of the Contractor
which are directly pertinent to services provided or performed under this Agreement for
purposes of making audit, examination, excerpts, and transcriptions.
(e). In the event of any audit or inspection conducted reveals any overpayment by the
City under the terms of the Agreement, the Contractor shall refund such overpayment to
the City within thirty (30) days of notice by the City of the request for the refund.
(f). The Contractor agrees that if any litigation, claim, or audit is started before the
expiration of the record retention period established above, the records shall be retained
until all litigation, claims, or audit findings involving the records have been resolved and
final action taken.
(g). The City shall own all documents prepared by the Contractor pursuant to the
provisions of this Agreement.
(h). The Contractor may not rely upon any general or generic confidentiality provision
of any contract to which it may be a party such as, by way of example only, computer
licenses and similar documents.
(i). The Contractor shall maintain and allow access to the records required under this
Section for a minimum period of five (5) years after the completion of the provision or
performance services under this Agreement and date of final payment for said services,
or date of termination of this Agreement.
SECTION 35: COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which, taken together, shall constitute the singular and the
same document.
SECTION 36: EXHIBITS.
Red Light Camera Two Phase Services Agreement
Page No. 25
Each exhibit referred to and attached to this Agreement is an essential part of this
Agreement. The exhibits and any amendments or revisions thereto, even if not
physically attached hereto, shall be treated as if they are part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the respective dates under each signature: the City through its City
Commission
lesP Ica 8
taking action on the .& day of No.v.e.rni?err 2001 and the Contractor signing by and
through its duly authorized corporate officer having the full and complete authority to
execute same.
: AMERICAN TRAFFIC SOLUTIONS,
1 N4CJS
By: Trm)
Authorized Corporate Officer Authorize Co orate Officer
Date: 1 "I 09
ATTEST: CITY OF C EE
\414441(41/rn Adkati By: .4_2 01'
O��Jp�,� r1cf11� City Manager
"". �`v�,��� '� Date:
Approved by (Initials and date):
/ /_ Responsible Department Director
_ / / City Finance
/_/T Purchasing and Contracts Management Division
/ /_ City Attorney
Red Light Camera Two Phase Services Agreement
Page No. 26
APPROVED:
ATTEST: CITY OF OCOEE,FLORIDA
IIS
(se.„5,ii
cenbeherk ott Vandergrift,Mayor'
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE,FLORIDA; COMMISSION AT A MEETING HELD
APPROVED AS T�FO ON �2 ,2008.
this j . day of , 2008 UNDER AGENDA ITEM NO. {j
FOLEY& LARDNER,LLP
By: cgletik,
City Attorney
EXHIBIT A
DESCRIPTION/SCOPE OF SERVICES
I. FIRST PHASE OF SERVICES (Uncompensated):
The Contractor shall provide for a comprehensive and fully integrated red light traffic
safety management services. The successful Contractor will deploy traffic safety
camera equipment at designated arterial intersections, covering one to three (3)
approaches at each intersection. At the selected approaches, up to four (4) lanes will
require traffic safety camera enforcement, including any turn lanes. The Contractor's
services shall include all hardware, software, installation, maintenance, operation, and
all back-office processing of violations.
All systems must be non-intrusive to roadway or transportation signal cabinetry.
II. SECOND PHASE OF SERVICES (Compensated):
Red Light Camera System
The Contractor shall provide and install all equipment including, but not limited to, poles,
cabinets and related operational equipment at the selected intersection(s). All systems
must be non-intrusive to roadway or transportation signal cabinetry.
The Contractor shall disclose whether the system, at any time, photographs an image
the driver of the vehicle.
The Contractor shall use a high quality digital camera system with an output in excess
of 3000 x 2000 pixels per image is required. The Contractor shall detail the image
quality specifications and provide real sets of violation image examples captured in
daytime, nighttime, during inclement weather, and during times where sunlight is
pointing in the direction of the camera.
The Contractor shall provide equipment that is capable of gathering traffic data for
statistical analysis. The Contractor shall provide copies of sample reports.
The Contractor shall provide equipment capable of deployment in a wide range of
operating conditions; e.g., heavy traffic volumes, adverse weather conditions, road
surface configurations, etc., and across five (5) moving lanes of traffic.
The Contractor shall provide equipment shall provide a reliable non-intrusive, non-
physical connection to the red phase signal.
Red Light Camera Two Phase Services Agreement
Page No. 27
The Contractor shall provide a system which must provide at least three (3) digital color
still images of each violating event. The images shall be taken to ensure that the rear of
the vehicle and license plate are captured. The first image shall capture the vehicle
before the front wheels strike the legal violation limit line. The second image shall
capture the vehicle after the rear axle has crossed the crosswalk or legal limit line. The
third image shall depict a close up of the license plate. The contractor will use a video
system that will capture a short duration video of the violation.
The Contractor shall provide a camera system which shall record data pertinent to each
violation at the time of capture.
The Contractor shall provide data which shall be recorded in a flexibly configured data
bar that is embedded with each scene, license plate and stop bar detection images that
may be used to prove the violation. The data bar shall include, at a minimum, the
following information for each violation:
a) Unique violation identifier incorporating the City;
b) Location of violation;
c) Date (MM/DD/YYYY);
d) Time of the violation in 24 hour clock including hours,
minutes and seconds;
e) Elapsed time between images;
f) Direction of travel;
g) Traffic signal phase;
h) Time into the red phase displayed in thousandths of a
second;
g) Duration of the prior amber phase;
h) Vehicle lane of travel;
i) Camera ID; and
j) Frame sequence number.
The Contractor shall explain how the image and violation data is secured and
transmitted to the processing center.
The Contractor shall explain how the proposed system can compensate for the effects
of license plate covers.
The Contractor shall explain how the proposed system can compensate for the effects
of reflective material on license plates.
The Contractor shall provide a system which includes an ancillary video system as
supporting information to the violation provided by the still images. The video must be
full motion at the rate of thirty (30) frames per second or greater and allow aperture
adjustment.
The Contractor shall ensure that each imaging unit's operation shall be microprocessor
Red Light Camera Two Phase Services Agreement
Page No. 28
controlled and fully automatic.
The Contractor shall include a camera system that shall be capable of on-site or remote
activation and maintenance support.
The Contractor shall include a camera system that shall perform a self-test on set-up;
simulate a violation being recorded for testing; communicate error messages; record
date and time of system shutdown in the event of a malfunction.
The Contractor shall include a camera system that allows a malfunction to be easily
identified and debugged on-line.
The Contractor shall include a camera system that records event-specific evidence to
substantiate multiple, simultaneous and/or concurrent violations occurring during any
red signal phase.
The Contractor shall provide a system which shall provide 24 hours a day/7 days a
week "live" intersection monitoring and viewing capabilities.
The Contractor shall include a camera system which includes component operations
which are synchronized to a single, standard, independent, external and verifiable time
and date source.
The Contractor must use more than one (1) vehicle detection method (in-ground loops
will not be considered). The Contractor must explain the vehicle detection methods
which can be used by the system including, but not limited to, the benefits and
limitations of each (if more than one (1) is offered).
Red light camera enclosures must be tamper proof and vandal proof.
Red light camera enclosures must be designed in such a fashion that maintenance, and
other operations can be accomplished easily and quickly without creating a public safety
hazard. The Contractor shall explain typical maintenance procedures.
The Contractor shall state installation and construction times for a generic intersection.
The system shall be able to simultaneously monitor traffic in up to five (5) lanes.
The Contractor shall monitor straight-through violations. The system shall be capable
of detecting and recording evidence of left and right turn violations, regardless of vehicle
speed (please reference program). The Contractor must explain how the system
captures illegal right-turn-on-red movements.
Violation Processing
There shall be no requirement to install Contractor processing software on City owned
Red Light Camera Two Phase Services Agreement
Page No. 29
or maintained information technology or computing systems.
The violation processing system shall allow the City a detailed view into all of the
information related to the program.
All access to the violation processing system for the purpose of preprocessing
evidence, police authorization, notice printing, payments tracking, and generation of
court evidence packages shall be Internet enabled and shall be available 24 hours a
day/7 days a week for authorized users.
The violation processing system shall provide the following functions:
a) Web-enabled access and operation;
b) Secure user log-in and access;
c) Automatic presentation of images and data captured
by the camera system onto review PC's;
d) Easy review of violation evidence against regulations;
e) Ability to both "play" full motion video and view
multiple scene and plate images;
f) Ability to view each image as a full screen enlargement with a
single click;
g) Ability to view all original images;
h) Ability to "crop" a license plate image area from the optimal license
plate image in the multiple-image license plate set to establish
vehicle ID, and subsequently print the cropped plate area image to
the notice;
i) Ability to "accept" or "reject" violation sets and record rejection
reasons;
j) Abiiity to generate printed warning letters (during the first 30 days of
the program at the City's discretion);
k) Ability to automatically generate printed violation notices;
I) Ability to store and archive all processed violation
evidence into a secured database;
m) 24 hours a day/7 days a week ability to access any stored violation
image from the system's database subject to agreed archive rules;
n) 24 hours a day/7 days a week ability to request and immediately
view Court Evidence Package image sequences displayed as
video or as individual high resolution still shots, or send images to
print locally;
o) 24 hours a day/ 7 days week ability to immediately request, view
and print both standard and user-defined reports;
p) Secured Access Control and automatically generated electronic
audit trails;
q) Encryption and decryption management;
r) The system shall be capable of preparing and mailing one notice
letter for all chargeable violations to vehicle owners, issuing and
Red Light Camera Two Phase Services Agreement
Page No. 30
mailing a second notice for any violations that remain unpaid as
their due date. All violations for which registered owner data is
available shall be issued within seven (7) business days after police
review of the incident.
Statistical Analysis and Reporting Systems
The processing system shall produce statistical analysis of camera location and
operations will be preferred; including, at minimum:
a) Hours of use per camera by operational site;
b) Results achieved by each camera by site;
c) Offenses recorded by site; and
d) Traffic counts by lane, date and hour.
The processing system shall be capable of immediately generating operations reports
24 hours a day/7 days a week including:
a) Number of violations recorded;
b) Count of violations where notices not prepared;
c) Notices prepared and mailed; and
d) Status of notices issued (outstanding,
canceled, reissued and so forth).
The processing system shall also supply reports of:
a) Camera equipment hours of service and hours lost; and
b) Number and description of camera or other equipment
malfunctions.
The processing system shall provide violation and traffic statistics as follows:
a) Real-time traffic volume and vehicle counts; and
b) Real-time violation graphs and chart by:
I) individual lane;
II) time of day; and
Ill) day of week.
The contractor shall provide a monthly report that includes the following:
a) The number of events detected, notices/violations issued and
prosecutable image rate by location and in total;
b) The total number of violations that occurred and percentage of total
vehicle traffic by lane; and the total number of percentage of rejected
images by reason.
Image Transmission Security and Data Storage
The system shall provide for image and data security that shall prevent unauthorized
persons from accessing the camera images and databases and tampering with images.
Red Light Camera Two Phase Services Agreement
Page No. 31
•
The Contractor shall store all enforceable images produced by cameras for no less than
one hundred and eighty (180) days after final disposition.
The Contractor shall provide an evidence package for any contested violations. The
package shall consist of:
a) All issued and disputed notices to the party;
b) A violation history report;
c) A correspondence file; and
d) A payment history.
The Contractor shall maintain a proper chain of evidence that meets the needs of City
and court functions.
The Contractor shall provide a qualified expert witness who is knowledgeable on the
theory, operation and functional capabilities of the red light camera unit.
Maintenance, Support and Training
All maintenance of camera, video, sensors, computer and related equipment shall be
the responsibility of the Contractor.
The Contractor shall repair or replace any inoperable equipment within seventy-two (72)
hours of detection by the Contractor or notification by the City.
The Contractor shall describe the proposed standard process for how often the cameras
systems will be visited for maintenance and inspection and shall explain what occurs
during a maintenance and inspection visit.
The Contractor shall provide ongoing training support as needed by the City.
The Contractor shall provide hands-on training as necessary to personnel as required
by the City.
The Contractor shall provide training materials.
Operations and Public Awareness
The Contractor shall describe the Project Management Approach and how it will ensure
a successful project for the City.
Red Light Camera Two Phase Services Agreement
Page No. 32
The Contractor shall provide assistance with the content and design of a public
education program and associated materials to be funded by the City.
The Contractor shall support the City by training staff on how to present the Contractor's
systems at public seminars or presentations. The Contractor will provide staff for public
forums as necessary.
Contractor shall provide a project manager for the project as the single point of contact
to the City.
Contractor shall provide intersection design and installation plans for review and
approval by the City Traffic Engineering Department and Permitting Department.
Contractor shall install and maintain installed cameras.
Contractor shall be responsible for loading, optimizing, and license plate data entry
processing of images for review (final review to be processed by authorized City
personnel)
Contractor will prepare one notice letter for all chargeable violations and will mail notice
letters to vehicle owners. The Contractor shall include a return envelope for payments.
Contractor will prepare a second and a final notice will be issued for any violations that
remain unpaid after their due date. The Contractor shall include a return envelope for
payments.
Violations for which registered owner data is available shall be issued within the legally
required number of days of the violation event date.
Contractor may be asked to provide all required notice processing supplies including,
paper, envelopes, postage, toner, and any and all notice printing supplies.
Notices shall include one set of images and a license plate image.
Contractor shall provide a means for the fines to be paid on-line by credit or debit card.
Contractor shall provide a means for the fines to be paid by phone using a credit or
debit card.
Contractor shall provide for a third party collection service for the collection of
delinquent accounts.
Red Light Camera Two Phase Services Agreement
Page No. 33
EXHIBIT B
PRICING AND RATE SCHEDULE
I. FIRST PHASE OF SERVICES (Uncompensated):
No compensation is due from the City to the Contractor.
II. SECOND PHASE OF SERVICES (Compensated):
Fees and Scope of Work for Pricing — Fee Per Paid Citation $40.00
Red Light Camera Two Phase Services Agreement
Page No. 34
e
EXHIBIT C
CERTIFCATE OF LIABILITY INSURANCE
Red Light Camera Two Phase Services Agreement
Page No. 35
American
-k4 * ltaffic Solutions
AMENDMENT NO. 1 TO THE CITY OF OCOEE SERVICES TWO PHASE
AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS, LLC PERTAINING TO RED
LIGHT RUNNING CAMERA ENFORCEMENT SYSTEM
This Amendment No. 1 (the "Amendment") to The City Of Ocoee Services Two
Phase Agreement With American Traffic Solutions, LLC, Pertaining To Red Light
Running Camera Enforcement System plated as of December 2, 2008 (the
"Agreement") is made this 3 day of ` U I y , 2010 by and between the City
of Ocoee, Florida, a municipal corporation (the "City") and American Traffic Solutions,
LLC, a Delaware limited liability company ("ATS" or "Contractor").
Recitals
WHEREAS, on or about December 12, 2008, the City adopted Ordinance 2008-
022, codified at Chapter 168, Vehicles and Traffic, Article Ill, Traffic Light Safety, of the
City's Code of Ordinances, which provides for the enforcement of red light violations
using traffic infraction detectors (the "Ordinance"); and
WHEREAS, on or about December 2, 2008, the City and Contractor entered into
the Agreement, whereby the City and Contractor agreed to the provision by Contractor
of services to the City in connection with the enforcement of the Ordinance; and
WHEREAS, on or about May 13, 2010, the Governor of the State of Florida
signed CS/CS/HB325 into law, resulting in the Law of Florida 2010-80 taking effect on
July 1, 2010; and
WHEREAS, Law of Florida 2010-80 expressly authorizes municipalities to use
traffic infraction detectors to enforce certain provisions of Chapter 316 of the Florida
Statutes, subject to certain requirements; and
WHEREAS, the City has adopted a Resolution to provide for the use of traffic
infraction detectors in accord with the provisions of Law of Florida 2010-80; and
WHEREAS, the City and Contractor wish to amend and modify the Agreement to
align the provision of services by Contractor with the provisions of Law of Florida 2010-
80;
Terms and Conditions
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Contractor and City agree that the Agreement shall be and
hereby is amended and modified on the terms provided herein:
1. Recitals. The preceding recitals are true and correct and are
incorporated into this Amendment by reference.
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' 2. Definitions. Except as otherwise specified herein, all capitalized terms
used in this Amendment shall have the meanings given to them in the Agreement. The
following definitions are added to the Agreement:
Notice of Violation —A written notice of a Violation that is issued by or on
behalf of City relating to a Violation pursuant to Section 316.0083 of the
Florida Statutes, as may be amended from time to time.
Traffic Infraction Enforcement Officer — An employee of City's police
department who meets the qualifications of Section 316.640(5)(a) of the
Florida Statutes, as may be amended or recodified from time to time.
Violation — A violation of Section 316.074(1) or 316.075(1)(c)1 of the
Florida Statutes, as may be amended from time to time.
Uniform Traffic Citation — A uniform traffic citation as described in
Section 316.650 of the Florida Statutes, as may be amended from time to
time.
3. Independent Contractor. Section 5(c) of the Agreement is deleted and
replaced as follows:
Except as specifically provided otherwise herein, it is agreed that nothing
herein contained is intended or should be construed as in any manner
creating or establishing a relationship of co-partners between the parties,
or as constituting the Contractor (including, but not limited to, its officers,
employees, and agents) the agent, representative, or employee of the City
for any purpose, or in any manner, whatsoever. Except as specifically
provided otherwise herein, the Contractor is to be and shall remain forever
an independent contractor with respect to all services performed under
this Agreement.
Section 32(h) of the Agreement is deleted and replaced as follows:
Except as specifically provided otherwise herein, the Contractor is an
independent contractor and not an agent, representative, or employee of
the City. The City shall have no liability except as specifically provided in
this Agreement.
4. City Rights and Responsibilities. Section 14(a) of the Agreement is
amended as follows:
(a) City shall perform those obligations assigned to City on Exhibits A
and B to this Agreement. City shall also reasonably cooperate with
Contractor in a timely fashion at no cost to Contractor as set forth in this
section.
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Page 2 of 15
Ocoee,FLATS Contract Amendment_2010.07.20 City of Ocoee,FL
,
5. Scope of Work. Exhibit A to the Agreement is deleted and replaced with
Exhibit A to this Amendment.
6. Pricing and Rate Schedule. Exhibit B to the Agreement is deleted and
replaced with Exhibit B to this Amendment.
7. Addition of Exhibit D. Exhibit D attached hereto is hereby incorporated
into the Agreement.
8. Effective Date and Pipeline Violations_ This Amendment shall be
effective beginning on July 1, 2010, which is the effective date of Law of Florida 2010-
80. The parties understand that there may be violations issued under the City's
Ordinance prior to July 1, 2010 that have not been paid or adjudicated prior to July 1,
2010 ("Pipeline Violations"). Pipeline Violations shall be processed and enforced under
the Ordinance and pursuant to the Agreement as it existed prior to this Amendment,
and Contractor shall be paid for services rendered in connection with Pipeline Violations
pursuant to the Agreement as it existed prior to this Amendment.
9. Effect of Amendment on Agreement. Except as expressly amended or
modified by the terms of this Amendment, all terms of the Agreement shall remain in full
force and effect. In the event of a conflict between the terms of this Amendment and
the Agreement, the terms of this Amendment shall prevail and control.
10. Entire Agreement. The provisions of this Amendment, including the
recitals, comprise all of the terms, conditions, agreements, and representations of the
parties with respect to the subject matter hereof. All representations and promises
made by any party to another, whether in writing or orally, concerning the subject matter
of this Amendment are merged into this Amendment. Except as amended by this
Amendment, the terms of the Agreement shall continue in full force and effect.
11. Counterpart Execution. This Amendment may be executed in one or
more counterparts, each of which shall constitute an original, but all of which taken
together shall constitute one and the same instrument. Each party represents and
warrants that the representative signing this Amendment on its behalf has all right and
authority to bind and commit that party to the terms and conditions of this Amendment.
[This space intentionally left blank.]
Confidential
Page 3 of 15
Ocoee,FLATS Contract Amendment_2010.07.20 City of Ocoee,FL
' IN WITNESS OF THE FOREGOING, the parties have set their hands and seals
the day and year first written above.
CITY:
CITY OF OCOEE, FLORIDA
By: �,..`
S. Scott Vandergrift, Mayo-1
ATTEST:
!�•'' '40 I 10 ,
Beth Eikenberry, City Cler4
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING
APPROVED AS TO FORM AND HELD ON JUNE 15, 2010
LEGALITY this S3 day of July, 2010. UNDER AGENDA ITEM NO. I 1 lalo
FOLEYLARDNER LLP
By: J41.4P 5,-iiedt,
Paul E. Rosenthal, City Attorney
AMERICAN TRAFFIC SOLUTIONS, INC.
WITNESS:
.1111P:
:IZL:12,1" 1-,015-ID By: 7--9.0-1D
Date Adam E. Tuton Date
Chief Operating Officer
GW/ka- 41, -0(''S asVb
Date
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Page 4 of 15
Ocoee,FL_ATS Contract Amendment_2010.07.20 City of Ocoee,FL
EXHIBIT A
DESCRIPTION/SCOPE OF SERVICES
I. FIRST PHASE OF SERVICES (Uncompensated):
This phase is now complete.
II. SECOND PHASE OF SERVICES (Compensated):
Red Light Camera System
The Contractor shall provide and install all equipment including, but not limited to, poles,
cabinets and related operational equipment at the selected intersection(s). All systems
must be non-intrusive to roadway or transportation signal cabinetry.
The Contractor shall disclose whether the system, at any time, photographs an image of
the driver of the vehicle.
The Contractor shall use a high quality digital camera system with an output in excess
of 3000 x 2000 pixels per image is required. The Contractor shall detail the image
quality specifications and provide real sets of violation image examples captured in
daytime, nighttime, during inclement weather, and during times where sunlight is
pointing in the direction of the camera.
The Contractor shall provide equipment that is capable of gathering traffic data for
statistical analysis. The Contractor shall provide copies of sample reports.
The Contractor shall provide equipment capable of deployment in a wide range of
operating conditions; e.g., heavy traffic volumes, adverse weather conditions, road
surface configurations, etc., and across five (5) moving lanes of traffic.
The Contractor shall provide equipment that provides a reliable non-intrusive, non-
physical connection to the red phase signal.
The Contractor shall provide a system which must provide at least three (3) digital color
still images of each violating event. The images shall be taken to ensure that the rear of
the vehicle and license plate are captured. The first image shall capture the vehicle
before the front wheels strike the legal violation limit line. The second image shall
capture the vehicle after the rear axle has crossed the crosswalk or legal limit line. The
third image shall depict a close up of the license plate. The contractor will use a video
system that will capture a short duration video of the violation.
The Contractor shall provide a camera system which shall record data pertinent to each
violation at the time of capture.
The Contractor shall provide data which shall be recorded in a flexibly configured data
bar that is embedded with each scene, license plate and stop bar detection images that
Confidential
Page 5 of 15
Ocoee,FLATS Contract Amendment_2010.07.20 City of Ocoee,FL
may be used to prove the violation. The data bar shall include, at a minimum, the
following information for each violation:
a) Unique violation identifier incorporating the
City;
b) Location of violation;
c) Date (MM/DD/YYYY);
d) Time of the violation in 24 hour clock including
hours, minutes and seconds;
e) Elapsed time between images;
f) Direction of travel;
g) Traffic signal phase;
h) Time into the red phase displayed in
thousandths of a second;
g) Duration of the prior amber phase;
h) Vehicle lane of travel;
i) Camera ID; and
j) Frame sequence number.
The Contractor shall explain how the image and violation data is secured and
transmitted to the processing center.
The Contractor shall explain how the proposed system can compensate for the effects
of license plate covers.
The Contractor shall explain how the proposed system can compensate for the effects
of reflective material on license plates.
The Contractor shall provide a system which includes an ancillary video system as
supporting information to the violation provided by the still images. The video must be
full motion at the rate of thirty (30) frames per second or greater and allow aperture
adjustment.
The Contractor shall ensure that each imaging unit's operation shall be microprocessor
controlled and fully automatic.
The Contractor shall include a camera system that shall be capable of on-site or remote
activation and maintenance support.
The Contractor shall include a camera system that shall perform a self-test on set-up;
simulate a violation being recorded for testing; communicate error messages; record
date and time of system shutdown in the event of a malfunction.
The Contractor shall include a camera system that allows a malfunction to be easily
identified and debugged on-line.
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Ocoee,FL_ATS Contract Amendment_2010.07.20 City of Ocoee,FL
•
The Contractor shall include a camera system that records event-specific evidence to
substantiate multiple, simultaneous and/or concurrent violations occurring during any
red signal phase.
The Contractor shall provide a system which shall provide 24 hours a day/7 days a
week "live" intersection monitoring and viewing capabilities.
The Contractor shall include a camera system which includes component operations
which are synchronized to a single, standard, independent, external and verifiable time
and date source.
The Contractor must use more than one (1) vehicle detection method (in-ground loops
will not be considered). The Contractor must explain the vehicle detection methods
which can be used by the system including, but not limited to, the benefits and
limitations of each (if more than one (1) is offered).
Red light camera enclosures must be tamper proof and vandal proof.
Red light camera enclosures must be designed in such a fashion that maintenance, and
other operations can be accomplished easily and quickly without creating a public safety
hazard. The Contractor shall explain typical maintenance procedures.
The Contractor shall state installation and construction times for a generic intersection.
The system shall be able to simultaneously monitor traffic in up to five (5) lanes.
The Contractor shall monitor straight-through violations. The system shall be capable of
detecting and recording evidence of left and right turn violations, regardless of vehicle
speed (please reference program). The Contractor must explain how the system
captures illegal right-turn-on-red movements.
City Administration and Police Department, and ATS, will periodically review installed
equipment at selected approaches. The Customer may request the relocation of a
camera, at Vendor's cost, based upon this review; provided, however, that if the
Customer requests the relocation of a camera fewer than twelve (12) months after the
installation of that camera, the Customer shall bear the cost of such relocation, and if
the parties cannot agree on a suitable alternative location the installed equipment may
be removed. If installed equipment is removed, beginning on the date of removal,
Customer shall not be liable to Contractor for that portion of the service fee attributable
to the removed equipment (i.e., the flat fee or base fee attributable to a removed
camera).
Violation Processing
There shall be no requirement to install Contractor processing software on City owned
or maintained information technology or computing systems.
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Ocoee,FL_ATS Contract Amendment_2010.07.20 City of Ocoee,FL
The violation processing system shall allow the City a detailed view into all of the
information related to the program.
All access to the violation processing system for the purpose of preprocessing
evidence, police authorization, notice printing, payments tracking, and generation of
court evidence packages shall be Internet enabled and shall be Internet enabled and
shall be available 24 hours a day/7 days a week for authorized users.
The violation processing system shall provide the following functions:
a) Web-enabled access and operation;
b) Secure user log-in and access;
c) Automatic presentation of images and data captured by the camera
system onto review PC's;
d) Easy review of violation evidence against regulations;
e) Ability to both "play" full motion video and view multiple scene and
plate images;
f) Ability to view each image as a full screen enlargement with a
single click;
g) Ability to view all original images;
h) Ability to "crop" a license plate image area from the optimal license
plate image in the multiple-image license plate set to establish
vehicle ID, and subsequently print the cropped plate area image to
the notice;
i) Ability to "accept" or "reject" violation sets and record rejection
reasons;
j) Ability to generate printed warning letters (during the first 30 days of
the program at the City's discretion);
k) Ability to automatically generate printed violation notices;
I) Ability to store and archive all processed violation evidence into a
secured database;
m) 24 hours a day/7 days a week ability to access any stored violation
image from the system's database subject to agreed archive rules;
n) 24 hours a day/7 days a week ability to request and immediately
view Court Evidence Package image sequences displayed as video
or as individual high resolution still shots, or send images to print
locally;
o) 24 hours a day/ 7 days week ability to immediately request, view
and print both standard and user-defined reports;
p) Secured Access Control and automatically generated electronic
audit trails;
q) Encryption and decryption management;
r) The system shall be capable of preparing and mailing one notice
letter for all chargeable violations to vehicle owners, issuing and
mailing a Uniform Traffic Citation by certified mail for any violations
that remain unpaid as their due date. All violations for which
registered owner data is available shall be issued as notices of
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Ocoee,FL_ATS Contract Amendment_2010.07.20 City of Ocoee,FL
violation within three (3) business days after police review of the
incident.
Within seven (7) business days of execution of Amendment No. 1 to the Agreement,
City shall provide Contractor with the names, contact information, and electronic
signatures of all Traffic Infraction Enforcement Officers authorized by City's police or
sheriff's department to approve and issue Notices of Violation and Uniform Traffic
Citations.
Within seven (7) business days of execution of Amendment No. 1 to the Agreement,
City shall provide Contractor with the name and contact information for a Uniform Traffic
Citation manager responsible for oversight of all Uniform Traffic Citation-related
program requirements.
Within seven (7) business days of execution of Amendment No. 1 to the Agreement,
City shall provide Contractor with a form of Uniform Traffic Citation that complies with
the provisions of Chapter 316 of the Florida Statutes, with the understanding that some
modifications may be necessary to enable use with Contractor's systems.
Contractor shall act as Customer's agent for the limited purpose of making an initial
determination of whether recorded images of potential violations should be forward to
City's Traffic Infraction Enforcement Officers to determine whether a Violation has
occurred and shall not forward for processing those recorded images that clearly fail to
establish the occurrence of a Violation.
City's Traffic Infraction Enforcement Officers shall process each potential violation in
accordance with State Law within five (5) business days of its appearance in the Law
Enforcement Review Queue, using the violation reporting system to determine which
potential violations will be issued as Notices of Violation and to approve their issuance.
If a motor vehicle owner who receives a Notice of Violation fails to pay the statutory
penalty or submit an affidavit that complies with all requirements provided in Section
316.0083(1)(d) of the Florida Statutes within the time period provided in Section
316.0083(1)(b) of the Florida Statutes, the issuance of a Uniform Traffic Citation will
automatically occur based on the prior Traffic Infraction Enforcement Office approval of
the Notice of Violation. City and Contractor will develop the Notice of Violation and
Uniform Traffic Citation issuance standards as part of the business process work flow
requirements. A Uniform Traffic Citation will not be issued if payment on the notice of
violation has been received.
If the City elects to have Contractor set up a lockbox on behalf of the City, Contractor
agrees to make a good faith effort to work with the lockbox provider to ensure the
lockbox will not accept payment on behalf of the City of the penalty due pursuant to a
Notice of Violation if a Uniform Traffic Citation has been issued. Any such payment
received by mail after the issuance of a Uniform Traffic Citation will be returned
uncashed to the owner by first class mail. ATS will handle the process of returning
uncashed checks on Notices of Violation to the violator and Customer shall be
responsible for the costs of this service as indicated below in Exhibit B, Service Fee
Confidential
Page 9 of 15
Ocoee,FL_ATS Contract Amendment_2010.07.20 City of Ocoee,FL
Schedule. Because the process is automated the City understands there may be
occasions when payments may be made and deposited after the UTC is issued and in
such a case the City agrees to process any required refund in accord with City
procedures and policies.
City shall provide Contractor with instructions or specifications for the treatment of
affidavits, with the understanding that some modifications may be necessary to ensure
compatibility with Contractor's processes.
City shall establish a method by which a motor vehicle owner who has received a Notice
of Violation or a Uniform Traffic Citation may review the images and video evidencing
the Violation at www.violationinfo.com free of charge. This may be at a publicly
available terminal at a City facility or by appointment with the Uniform Traffic Citation
manager.
Contractor shall not be responsible for scheduling or managing hearings on disputed
Uniform Traffic Citations and shall not be responsible for handling inquiries regarding
Uniform Traffic Citations.
Statistical Analysis and Reporting Systems
The processing system shall produce statistical analysis of camera location and
operations will be preferred; including, at minimum:
a) Hours of use per camera by operational site;
b) Results achieved by each camera by site;
c) Offenses recorded by site; and
d) Traffic counts by lane, date and hour.
The processing system shall be capable of immediately generating operations reports
24 hours a day/7 days a week including:
a) Number of violations recorded;
b) Count of violations where notices not prepared;
c) Notices prepared and mailed; and
d) Status of notices issued (outstanding, canceled, reissued and so
forth).
The processing system shall also supply reports of:
a) Camera equipment hours of service and hours lost; and
b) Number and description of camera or other equipment
malfunctions.
The processing system shall provide violation and traffic statistics as follows:
a) Real-time traffic volume and vehicle counts; and
b) Real-time violation graphs and chart by:
Confidential
Page 10 of 15
Ocoee,FL_ATS Contract Amendment_2010.07.20 City of Ocoee,FL
I) individual lane;
II) time of day; and
Ill) day of week.
The Contractor shall provide a monthly report that includes the following:
a) The number of events detected, notices/violations issued and
prosecutable image rate by location and in total;
b) The total number of violations that occurred and percentage of total
vehicle traffic by lane; and the total number of percentage of
rejected images by reason.
Image Transmission Security and Data Storage
The system shall provide for image and data security that shall prevent unauthorized
persons from accessing the camera images and databases and tampering with images.
The Contractor shall store all enforceable images produced by cameras for no less than
one hundred and eighty (180) days after final disposition.
The Contractor shall provide an evidence package for any contested violations. The
package shall consist of:
a) All issued and disputed notices to the party;
b) A violation history report;
c) A correspondence file; and
d) A payment history.
The Contractor shall maintain a proper chain of evidence that meets the needs of City
and court functions.
The Contractor shall provide a qualified expert witness who is knowledgeable on the
theory, operation and functional capabilities of the red light camera unit. The cost of this
service is included in Options 1 and 2 of Exhibit B hereto.
Maintenance, Support and Training
All maintenance of camera, video, sensors, computer and related equipment shall be
the responsibility of the Contractor.
The Contractor shall repair or replace any inoperable equipment within seventy-two (72)
hours of detection by the Contractor or notification by the City.
The Contractor shall describe the proposed standard process for how often the cameras
systems will be visited for maintenance and inspection and shall explain what occurs
during a maintenance and inspection visit.
The Contractor shall provide ongoing training support as needed by the City.
Confidential
Page 11 of 15
Ocoee,FL_ATS Contract Amendment_2010.07.20 City of Ocoee,FL
The Contractor shall provide hands-on training as necessary to personnel as required
by the City.
The Contractor shall provide training materials.
Operations and Public Awareness
The Contractor shall describe the Project Management Approach and how it will ensure
a successful project for the City.
The Contractor shall provide assistance with the content and design of a public
education program and associated materials to be funded by the City.
The Contractor shall support the City by training staff on how to present the Contractor's
systems at public seminars or presentations. The Contractor will provide staff for public
forums as necessary.
Contractor shall provide a project manager for the project as the single point of contact
to the City.
Contractor shall provide intersection design and installation plans for review and
approval by the City Traffic Engineering Department and Permitting Department.
Contractor shall install and maintain installed cameras.
Contractor shall be responsible for loading, optimizing, and license plate data entry
processing of images for review (final review to be processed by authorized City
personnel)
Contractor will prepare one notice letter for all chargeable violations and will mail notice
letters via first class mail to vehicle owners. The Contractor shall include a return
envelope for payments.
Violations for which registered owner data is available shall be issued within three (3)
business days of the Traffic Infraction Enforcement Officer's approval of the Notice of
Violation, but in no event later than the end of the statutory period for issuance. All
Notices of Violation must be mailed via first class mail on or before the date of issuance.
Contractor may be asked to provide all required notice processing supplies including,
paper, envelopes, postage, toner, and any and all notice printing supplies.
Notices shall include recorded images required by Florida Statute § 316.0083, as may
be amended or recodified from time to time.
Contractor shall provide a means for the fines to be paid on-line by credit or debit card.
Contractor shall provide a means for the fines to be paid by phone using a credit or
debit card.
Confidential
Page 12 of 15
Ocoee,FL_ATS Contract Amendment_2010.07.20 City of Ocoee,FL
Motor Vehicle Records
City shall direct the Chief of Police or approved alternate to execute the ATS DMV
Subscriber Services Agreement attached hereto as Exhibit D to provide verification to
the State Department of Motor Vehicles, National Law Enforcement
Telecommunications System, or appropriate authority indicating that Contractor is
acting as an Agent of Customer for purposes of accessing vehicle ownership data
pursuant to the list of permissible uses delineated in the Drivers Privacy Protection Act,
18 U.S.C. § 2721, Section (b)(1) and as may otherwise be provided or required by any
provision of applicable state law. As required by the City's Red-Light Camera
Operations Supplement to Criminal Justice User Agreement, City shall forward an
executed copy of the ATS DMV Subscriber Services Agreement to Florida Department
of Law Enforcement ("FDLE").
Contractor acknowledges that information is obtained by Contractor via Nlets and the
FCIC II Message Switch on behalf of the City. The Contractor agrees to comply with
access and dissemination policies for any information obtained by Contractor via a
query processed through the FCIC II Message Switch.
All Contractor personnel reviewing the vehicle registration information provided as
authorized in the City's Red-Light Camera Operations Supplement to Criminal Justice
User Agreement are current in CJIS Online certification, as prescribed by FDLE.
City shall not share any state or national Hot File Information to which it has access with
Contractor. Contractor shall not view or store any Hot File information on behalf of the
User.
Confidential
Page 13 of 15
Ocoee,FL_ATS Contract Amendment_2010.07.20 City of Ocoee,FL
EXHIBIT B
SERVICE FEE SCHEDULE
1.0 Description of Pricing Fee
Fees are based on per Camera and are as follows:
Option 1: Flat Fee per Camera per Month. In addition to the fee, Customer $4,750
shall pay(1)a surcharge of$4 per piece of certified mail (no return receipt)for
mailing Uniform Traffic Citations and (2)a surcharge of$1.65 per returned,
uncashed check mailed by ATS to a person receiving a Notice of Violation,
subject to adjustment based on ATS's actual costs of such service.
Option 2: Lane based pricing. In addition, Customer shall pay(1) a
surcharge of$4.00 per piece of certified mail (no return receipt)for mailing
Uniform Traffic Citations and (2) a surcharge of$1.65 per returned, uncashed $3,750
check mailed by ATS to a person receiving a Notice of Violation, subject to $4,750
adjustment based on ATS's actual cost of such service $5,750
• For 1 or 2 lanes
• For 3 or 4 lanes
• For 5 or 6 lanes
Option 3: Base Fee Per Camera Per Month, plus flat fee per service unit for $2,750
individual work elements.
• For violation data transmission, first review, second quality review
service, supervisory review, Traffic Infraction Enforcement Officer
(TIED) access and review portal $6.50
• Data acquisition fee per registered owner match $3.50
• Mail printing, processing, and handling service includes Notice of
Violation (NOV) by first class mail and UTC by certified mail including
bad address processing and remailing. $7.50
• Inbound call/customer service $4.50
• Affidavit processing service $4.50
• Payment processing service $1.50
• Data archival service $1.50
• Return of uncashed check to violator $1.65
Service Fees Include: Fee includes all costs required and associated with camera system
installation, maintenance and on-going field and back-office operations. Includes red-light
camera equipment for a 4-lane approach (except for Option 2)with up to two (2)signal phases,
installation, maintenance, violation processing services, DMV records access, mailing of Notice
of Violation in color with return envelope, lockbox and epayment processing services, call
center support for general program questions and public awareness program support.
Note: Customer will notify ATS which Pricing Fee Option to utilize within 30 days of
Amendment being executed by both parties.
2.0 Flexible Payment Plan: During the term of the contract, payments by the City may be made to
Contractor under a Flexible Payment Plan. Under the Flexible Payment Plan, the City may
defer certain payments to Contractor until the City has collected sufficient funds pursuant to the
terms of the contract. If, at the end of the term of the contract, sufficient funds have not been
collected by the City to pay the balance then due to Contractor, Contractor agrees to waive its
right to recovery of any outstanding balance. For purposes of this clause, the term "funds"
means the revenue retained by the City from the operation of the Red Light Camera System
according to the distribution methods applicable under this contract and applicable state law.
This Flexible Payment Plan will be applied as follows: Contractor will maintain an accounting of
any net balances owed to Contractor. If the funds collected by the City during a billing period
exceed the amount of Contractor invoices during the same period,the City shall pay Contractor
the total amount due. If the funds collected by the City during a billing period are less than the
Confidential
Page 14 of 15
Ocoee,FL_ATS Contract Amendment_2010.07.20 City of Ocoee,FL
amount of Contractor invoices during the same period, the City shall pay Contractor the
amount collected, and may defer payment of the remaining balance. Payments due to
Contractor shall be reconciled by applying future funds collected by the City, first to the
accrued balance, and then to the invoice for the current billing period. At any time that
Contractor invoices, including any accrued balance, are fully repaid, City will retain all
additional funds collected during that billing period. Such additional funds (whether reserved in
cash or not by City)will be available to offset future Contractor invoices.
3.0 Optional Annual Training Conference: ATS provides a comprehensive user training
conference for active photo traffic safety and enforcement clients. The conference's main focus
is Training of the system. Core elements include training on implementation methods and
improvements, operational monitoring and improvements, statistical analysis, public relations
and technology assessment. The sessions include participation by industry members, industry
speakers and panel discussions. The Annual User Conference will be held in Phoenix Metro
area. If Customer elects this option, Customer shall be invoiced $100 per month per attendee
and can assign up to three (3) project team members to attend the Conference each year. The
$1,200 fee per attendee will cover travel, accommodations and all related Conference fees.
Pricing valid through July 30,2010.
Confidential
Page 15 of 15
Ocoee,FLATS Contract Amendment_2010.07.20 City of Ocoee,FL
A
AMENDMENT NO. 2 TO CITY OF OCOEE SERVICES TWO PHASE AGREEMENT
WITH AMERICAN TRAFFIC SOLUTIONS,LLC PERTAINING TO RED LIGHT
RUNNING CAMERA ENFORCEMENT SYSTEM
THIS SECOND AMENDMENT TO CITY OF OCOEE SERVICES TWO PHASE
AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS, LLC PERTAINING TO RED
LIGHT RUNNING CRA ENFORCEMENT SYSTEM (this "Amendment") is made and
entered as of the Icv.day of /tt>vfrtba 2011 by and between the CITY OF OCOEE, a
Florida municipal corporation (hereinafter referred to as the "City") and AMERICAN
TRAFFIC SOLUTIONS, LLC, a Delaware limited liability company(hereinafter referred to as
the "ATS"or"Contractor").
PREMISES:
WHEREAS, the City and Contractor have entered into that certain City of Ocoee
Services Two Phase Agreement with ATS Pertaining to Red Light Running Camera Enforcement
System dated December 2, 2008, as amended by First Amendment thereto dated July 23, 2010
(the"Agreement"); and
WHEREAS, the term of the Agreement is scheduled to expire on December 2, 2011; and
WHEREAS, Section 11(d) of the Agreement provides that the Agreement may be
renewed by the parties for a maximum total of an additional five (5) years; and
WHEREAS, the City and Contractor desire to extend the term of the Agreement and to
make other changes to the Agreement as set forth herein.
WITNESSETH:
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, City and Contractor hereby agree as follows:
1. The above recitals are true and correct and are incorporated herein by reference.
2. All capitalized terms used herein shall be as defined in the Agreement unless
otherwise indicated or defined in this Amendment.
3. The term of the Agreement is hereby extended for an additional three (3) years,
with the option of the City, in its sole discretion, to further extend the term of the Agreement for
an additional two (2)years. Accordingly, following execution of this Amendment the term of the
Agreement shall expire and terminate on December 2, 2014, subject to a further extension as
herein provided.
4. Section 24(A)of the Agreement is hereby amended to ready as follows:
(Revised 1/26/2010)
4823-3176-6029.1
0
"(a)Notwithstanding any other provision of this Agreement, the City shall have
the right at any time to terminate this Agreement in its entirety without cause; provided
that ninety(90)calendar days prior written notice is given to the Contractor of the City's
intent to terminate."
5. The parties acknowledge that the City has previously selected the Flat Fee per
camera per month under "Option 1" under Section 1.0 of Exhibit B to the First Amendment.
Option 1 provides for certain adjustments based on ATS's actual cost of service.
Notwithstanding any provision contained in the Agreement to the contrary, ATS agrees that any
adjustment based on ATS's actual cost of service as provided in Option 1 shall not become
effective until after ATS has provided the City with one hundred eighty (180) days prior written
notice of the such adjustment.
6. Except as amended hereby, the Agreement remains unchanged and in full force
and effect, and each of the parties hereto hereby ratifies and confirms the terms and conditions of
the Agreement. All references herein to the Agreement shall refer to the Agreement as amended
by this Amendment unless the text or context indicates otherwise. In the event of any conflict
between the Agreement and this Amendment it is agreed that this Amendment shall control.
7. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original instrument, but all such counterparts shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have set their hands and seal as of the day and
year first above written.
Signed, sealed and delivered CITY OF OCOEE
in the presence of:
B � r/
S. Scott Vander ft Mayor
LV
1L11.YY1� �
Obje.,&_> /-- ' ' -
L Attes : �r_:+i f
:Z e N ikenberry, City Clerk ,
For use and reliance only by the
City of Ocoee,Florida Approved to form
and legality this I & day of )-ei15 2 , APPROVED BY THE OCOEE CITY
2011 COMMISSION AT A MEETING HELD ON
NOVernbcr 15 IO► 1 UNDER
Foley Lardner LLP AGENDA ITEM NO. tO
By: Ni(,v� `"2� -1
City Attorney
4823-3176-6029.1
-2-
CONTRACTOR:
Signed, sealed and delivered
in the presence of: AMERICAN TRAFFIC SOLUTIONS,
LLC, a Delaware limited liability company
By: 4 411/4/1
Name: h<< .i
Title: Co C'
(SEAL)
4823-3176-6029.1
-3-
r
EXHIBIT B
SERVICE FEE SCHEDULE
1.0 Description of Pricing Fee
Fees are based on per Camera and are as follows:
Option 1: Flat Fee per Camera per Month. In addition to the fee, Customer $4,750
shall pay(1)a surcharge of$4 per piece of certfied mail(no return receipt)for
mailing Uniform Traffic Citations and(2)a surcharge of$1.65 per returned,
uncashed check mailed by ATS to a person receiving a Notice of Violation,
subject to adjustment based on ATS's actual costs of such service.
Option 2: Lane based pricing. In addition,Customer shall pay(1)a
surcharge of$4.00 per piece of certified mail(no return receipt)for mailing
Uniform Traffic Citations and(2)a surcharge of$1.65 per returned, uncashed $3,750
check mailed by ATS to a person receiving a Notice of Violation,subject to $4,750
adjustment based on ATS's actual cost of such service $5,750
• For 1 or 2 lanes
• For 3 or 4 lanes
• For 5 or 6 lanes
Option 3: Base Fee Per Camera Per Month, plus flat fee per service unit for $2,750
individual work elements.
• For violation data transmission, first review, second quality review
service, supervisory review, Traffic Infraction Enforcement Officer
(TIED)access and review portal $6.50
• Data acquisition fee per registered owner match $3.50
• Mail printing, processing, and handling service includes Notice of
Violation (NOV) by first class mail and UTC by certified mail including
bad address processing and remailing. $7.50
• inbound call/customer service $4.50
• Affidavit processing service $4.50
• Payment processing service $1.50
• Data archival service $1.50
• Return of uncashed check to violator $1.65
Service Fees Include: Fee includes all costs required and associated with camera system
installation, maintenance and on-going field and back-office operations. Includes red-light
camera equipment for a 4-lane approach(except for Option 2)with up to two(2)signal phases,
installation,maintenance,violation processing services, DMV records access,mailing of Notice
of Violation in color with return envelope, lockbox and epayment processing services, call
center support for general program questions and public awareness program support.
Note: Customer will notify ATS which Pricing Fee Option to utilize within 30 days of
Amendment being executed by both parties.
2.0 Flexible Payment Plan: During the term of the contract, payments by the City may be made to
Contractor under a Flexible Payment Plan. Under the Flexible Payment Plan, the City may
defer certain payments to Contractor until the City has collected sufficient funds pursuant to the
terms of the contract. If, at the end of the term of the contract, sufficient funds have not been
collected by the City to pay the balance then due to Contractor, Contractoragrees to waive its
right to recovery of any outstanding balance. For purposes of this clausb, the term "funds"
means the revenue retained by the City from the operation of the Red Liciht Camera System
according to the distribution methods applicable under this contract and applicable state law.
This Flexible Payment Plan will be applied as follows:Contractor will maintain an accounting of
any net balances owed to Contractor. If the funds collected by the City during a billing period
exceed the amount of Contractor invoices during the same period,the City shall pay Contractor
the total amount due. If the funds collected by the City during a billing period are less than the
Confidential
Page 14 of 15
Ocoee,FLATS Contract Amendment_2010.07.20 City of Ocoee,FL
AMENDMENT NO.3 TO CITY OF OCOEE SERVICES TWO PHASE AGREEMENT WITH
AMERICAN TRAFFIC SOLUTIONS, LLC PERTAINING TO RED LIGHT RUNNING CAMERA
ENFORCEMENT SYSTEM
THIS THIRD AMENDMENT to the CITY OF OCOEE SERVICES TWO PHASE AGREEMENT
WITH AMERICAN TRAFFIC SOLUTIONS, LLC PERTAINING TO RED LIGHT RUNNING CAMERA
ENFORCEMENT SYSTEM (this "Third Amendment ") is made and entered into by and between the
City of Ocoee, Florida, a Florida municipal corporation ("City") and American Traffic Solutions, LLC.,
a Delaware limited liability company, ("ATS" or"Contractor").
RECITALS
WHEREAS, City and ATS entered into that certain City of Ocoee Services Two Phase
Agreement with American Traffic Solutions, LLC pertaining to Red Light Running Camera Enforcement
System dated December 2, 2008, as amended by Amendment No. 1 dated July 23, 2010 and as
amended by Amendment No. 2 dated November 15, 2011 (the"Agreement"); and
WHEREAS, the Florida Legislature passed and the Governor of the State of Florida signed into
law CS/CS/HB7125, now known as Chapter 2013-160 Laws of Florida, authorizing local hearings for
notices of violations and amending notice requirements connected with the use of red light cameras
as traffic infraction detectors to enforce the provisions of Chapter 316, the State of Florida Uniform
Traffic Code and taking effect on July 1, 2013; and
WHEREAS, City and ATS mutually desire to amend certain terms and conditions of the
Agreement to align the provision of services by ATS with the provisions and requirements of Chapter
2013-160 Laws of Florida.
NOW THEREFORE,City and ATS hereby agree as set forth below:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein by
reference. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Agreement.
2. Exhibit A, Violation Processing. Exhibit A of the Agreement is hereby amended
to add the following to the paragraph titled "Violation Processing":
"City shall provide, either for itself or through an inter-
local agreement with another jurisdiction, a local hearing
officer, clerk, and hearing facilities to schedule and hear
disputed Notices of Violation."
and
"ATS is authorized to charge, collect and retain a
convenience fee of up to 5% of the total amount of each
electronic payment processed. Such convenience fees are
paid by the violator. ATS acknowledges that the
Convenience fee is a pass-thru fee paid by ATS to a credit
card company or bank for processing electronic payments.
ATS hereby agrees that the Convenience fee shall not
exceed the actual amount ATS is charged for said electronic
payment processing."
WITNESS our hand and seal this/ylday of , 20 13 .
AMERICAN TR FIC SOLUTIONS C.
Signature: t •
Print Name:(yE1P 1-i "TTI(. 4.
Title: ( RAC Gc
ATTEST: CITY OF OCOEE,FLORIDA
//kJ' lik)4(2.F c.--- / ' (1)'=-•---tf9 .
-�e7may, City Clerk piChn S. Scott Van erg rift, Mayo
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE,FLORIDA COMMISSION AT A MEETING 3
3-6,‘‘/ Ko
APPROVED AS TO FORM AND HELD ON ��( ,
LEGALITY this NM day of UNDER AGENDA ITEM NO. (,
Jt./UI , 20 13
Shuffield Lowman&Wilson P.A.
By: ...�
City ' orne
FOURTH AMENDMENT
TO CITY OF OCOEE SERVICES TWO PHASE AGREEMENT WITH
AMERICAN TRAFFIC SOLUSIONS, LLC, PERTAINING TO
RED LIGHT RUNNING CAMERA ENFORCEMENT SYSTEM
`T,,�is.,,Fourth Amendment ("Fourth Amendment") is dated effective this '1 day of
k)roe. `�4 2016 and is entered into between American Traffic Solutions, LLC. ("ATS"), a
corporation duly registered under the laws of the State of Kansas with its principal place of business
at 1150 N. Alma School Road, Mesa, Arizona 85201 and the City of Ocoee ("City"), a municipal
corporation of the State of Florida.
RECITALS
WHEREAS, on January 1, 2009, the City and ATS entered into a Professional Services
Agreement for the City's use of the AxsisTm System to enforce traffic violations (the "Agreement");
and
WHEREAS, on July 23, 2010, the City and ATS amended the Agreement (the "First
Amendment"); and
WHEREAS, on November 15, 2011, the City and ATS amended the Agreement(the"Second
Amendment"); and
WHEREAS, on July 14, 2013, the City and ATS amended the Agreement (the "Third
Amendment"); and
WHEREAS, section 3(b) of the Agreement requires any amendments, modifications, or
alterations of the Agreement to be in writing and duly executed by the parties; and
WHEREAS, the City and ATS mutually desire to amend, modify or alter certain terms and
conditions of the Agreement.
TERMS AND CONDITIONS
NOW THEREFORE, in consideration of the mutual covenants and promises contained in this
Fourth Amendment, the City and ATS do hereby agree as set forth below:
1. Recitals. The above recitals are true and correct and are incorporated herein.
2. Term. Section 3 of Amendment No. 2 is hereby amended as follows:
Thp_teut1_4f this Agreement ja hereby xtgrVecI for one (1), year, to expire on
December 2. 2017.
3. Public Records. The Agreement shall be modified to include the following provision:
"a. Public Records: As required by Section 119.0701, Florida Statutes, ATS hereby
specifically agrees to comply with the public records laws of the State of Florida. ATS
specifically agrees to:
Keep and maintain public records that ordinarily and necessarily would be required by
City in order to perform the project scope of services.
l
ii. Upon request from City's custodian of public records, provide City 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 ATS does
not transfer the records to City.
iv. Upon completion of the Agreement, transfer, at no cost, to City all public records in
possession of ATS or keep and maintain public records required by City to perform
the project scope of services. If ATS transfers all public records to City upon
completion of the Agreement,ATS shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.If ATS
keeps and maintains public records upon completion of the Agreement, ATS shall
meet all applicable requirements for maintaining public records. All records stored
electronically must be provided to City upon request from City's custodian of public
records in a format that is compatible with the information technology systems of City.
v. In the event ATS fails to comply with a public records request, City shall be authorized
to enforce this contractual provision.
vi. IF ATS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO ATS'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT 407-905-3100 EXTENSION 1022, email: CCDL ci.ocoee.fl.us,
WITH AN OFFICE LOCATED AT 150 N. LAKESHORE DR., OCOEE, FLORIDA
34761
4. The parties acknowledge that the City has previously selected the Flat Fee per camera per
month under"Option 1"of Section 1.0 of Exhibit B to the First Amendment, as amended. The parties
further agree that, effective June 17, 2015, payment by the City of the fees described in said Exhibit
B is applicable only to the cameras depicted on the red light camera and intersection information table
attached as Exhibit B-1 attached hereto.Any modification to Exhibit B-1 must be agreed to in writing
by the parties.
5. Except as expressly amended or modified by the terms of this Fourth Amendment, all terms
of the Agreement as amended by the First Amendment, Second Amendment, and Third Amendment
shall remain in full force and effect. In the event of a conflict between the terms of this Fourth
Amendment and the Agreement or the First, Second, or Third Amendments, the terms of this Fourth
Amendment shall prevail and control.
6. The provisions of the Agreement, as amended by the First, Second, Third, and Fourth
Amendments, including the recitals, comprise all of the terms, conditions, agreements, and
representations of the parties with respect to the subject matter hereof.
7. This Fourth Amendment may be executed in one or more counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and the same instrument.
2
8. Each party represents and warrants that the representative signing this Fourth Amendment
on its behalf has all right and authority to bind and commit that party to the terms and conditions of
this Fourth Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment.
AMERICAN TRAFFIC SOLUTIONS
Z5 /6
Elizabeth Caracciolo Date
SVP/GM State&Local Government Solutions
ATTEST: CITY OF OCOEE, FLORIDA
Melanie Sibbitt, City Clerk Rusty John o M or
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING
APPROVED AS TO FORM AND HELD ON NAParnber / a0//,
LEGA ITY this 1'day of UNDER AGENDA ITEM NO. a
t-\cI , 2016 .
By: _0
City omey
3
i
EXHIBIT B-1
Red Light Camera & Intersection Information Table
Jurisdiction: City of Ocoee
Camera {n#orrnatian Intersection Location 111"formation -
Camera# Date {ofOperaltion:, StreetsM Ihi.,.,.:Intersection ' i
P t GP.588 dmat
Turrl on Date w Turn off Date Street s r..
% Cro3s Street „' l�tlLtJ2z r ;Longitde
OE01 7 8/2009 6/17/2015 Maguire Road-SR 439 Colonial Drive-SR50 -2-5, 51588 -81.542105
0E02 7/8/2009, 6/17/2015 Maguire Road-SR 439 Colonial Drive-SR50 25.551588 81.542105
0E03 1/7/2010 6/17/2015 Blackwood Ave Colonial Drive-SR50 28.551722 81.529713
0E04 12/21/2009 Present Clarke Road A.D.Mims Road✓ 25.58721 81.513856
0E05 12/22/2009 Present Clarke Road White Road 28.562732 81.517379
OE10 8/4/2013 Present E.Silver Star Road SR 438 Clarke Road ✓ 28.573743 81.517314
0E12 8/4/2013 present E.Silver Star Road SR 438 Clarke Road✓ 28.573743 -81.517314
0E13 12/30/2013 Present Ocoee Apopka Road-SR 437 Silver Star Road-SR438✓ 28.573565 81.550705
0E14 12/30/2013 Present E.Silver Star Road SR 438 Clarke Road 28.573743 81.517314
0E15 12/31/2013 Present E.Silver Star Road SR 438 Clarke Road 28.573767 -81.517022
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FIFTH AMENDMENT TO CITY OF OCOEE SERVICES TWO PHASE
AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS, LLC (ATS) PERTAINING TO
RED LIGHT RUNNING CAMERA ENFORCEMENT SYSTEM
This Fifth Amendment ("Fifth Amendment") is dated effective this �,day of NOKAA, ,
2017 and is entered into between American Traffic Solutions, LLC. ("ATS"), a corporation duly
registered under the laws of the State of Kansas with its principal place of business at 1150 N.
Alma School Road, Mesa, Arizona 85201 and the City of Ocoee ("City" or "Customer"), a
municipal corporation of the State of Florida.
RECITALS
WHEREAS, on or about December 2, 2008, the City and ATS entered into a Services Two
Phase Agreement pertaining to red light running camera enforcement system and for the City's use
of the AxsisTM System to enforce traffic violations, which was amended by the that certain First
Amendment on July 23, 2010, that certain Second Amendment on November 15, 2011, that certain
Third Amendment on July 16, 2013 and that certain Fourth Amendment on November 30, 2016 (the
Agreement and all amendments thereto are collectively referred to in this Fifth Amendment as the
"Agreement"); and
WHEREAS, the initial procurement of this vendor was completed by a competitive process
and the parties now desire to extend the agreement under the more favorable terms and conditions,
including cost, to the City; and
WHEREAS, Section 21.5C of the Ocoee Code allows the City Commission to waive the bid
requirements in City Code by a majority vote for commodities or services in excess of$50,000; and
WHEREAS, staff recommends and the Honorable Mayor and Board of City Commissioners
have agreed to waive the requirements of the purchasing code and approve this Fifth Amendment
to the Agreement with ATS; and
WHEREAS, Section 3(b) of the Agreement requires any amendments, modifications, or
alterations of the Agreement to be in writing and duly executed by the parties; and
WHEREAS, the City and ATS mutually desire to amend, modify or alter certain terms and
conditions of the Agreement.
TERMS AND CONDITIONS
NOW THEREFORE, in consideration of the mutual covenants and promises contained in
this Fifth Amendment, the City and ATS do hereby agree as set forth below:
1. Recitals. The above recitals are true and correct and are incorporated herein.
2. Term. Section 11 of the Agreement is hereby amended as follows:
"For those cameras installed and operational as of the effective date of this Fifth
Amendment and any cameras installed before December 2, 2019, the term of this
Agreement is extended until December 2, 2022. The City, at its sole discretion shall
have the option to extend the term of the Agreement for two (2) additional one (1) year
terms by providing ATS sixty (60) days written notice of the City's intent to renew the
Agreement for an additional term.
3. Fees. Option 1 of Exhibit B of the Agreement is hereby deleted in its entirety and replaced
with the following:
"The Flat Fee per Camera per Month shall be $4,250. This fee includes red-light
camera equipment for a 4-lane approach with up to two (2) signal phases, installation,
maintenance, violation processing services, DMV records access, mailing of Notice of
Violation with return envelope, lockbox and epayment processing services (fee
excludes convenience fee which is paid by the violator), call center support for general
program questions and public awareness program support. In addition to the fee,
Customer shall pay a surcharge of$4.00 per piece for certified mail, no return receipt,
for mailing of Uniform Traffic Citation and $2.00 per first class mailing of any
subsequent notices, subject to adjustment based on ATS's actual cost of service and
any adjustment based on ATS's actual cost of service shall not become effective until
ATS has provided the City with one hundred eighty (180) days prior written notice of
such adjustment.
The parties agree that if the Customer installs at least five (5) additional Camera
Systems resulting in ten (10) or more Camera Systems installed and operational
during the initial term following the execution date of this Fifth Amendment, the Flat
Fee per Camera per Month under this Fifth Amendment shall be discounted by $350
per Camera System per month, with the discounted fee beginning on the first day of
the month after the tenth Camera System becomes operational and is used for the
issuance of Notices of Violations.
The parties agree that the City has previously selected the Flat Fee per camera month
under Option 1 of Section 1.0 of Exhibit B to the First Amendment.
4. Sections 22, 23, 24, 26 and 27 of the Agreement are hereby deleted in their entirety and
are replaced with the following:
"22. TERMINATION.
Termination by Mutual Agreement: Mutual written agreement of the
parties;
ii. Termination for Cause: Either party may terminate for cause if: (a) the
other party has breached its obligations under this Agreement; (b)
applicable state or federal law is amended to prohibit or substantially
restrict the cost neutral operation of automated traffic law enforcement
systems, including the system offered by ATS; or (c) any court of
competent jurisdiction rules that the system, or similar system, violates
applicable state or federal law or cannot otherwise be used to enforce
notices of violation or citations issued hereunder. The non-offending
party must provide thirty (30) days advance written notice of a material
breach to the breaching party. The breaching party has thirty (30) days to
correct the breach after notification has been sent. A party providing
notice of a material breach pursuant to the terms of this sub-section must
state the details of the claimed breach with reasonable specificity. By
mutual agreement of the parties, the program may be suspended until the
breach is corrected or deemed uncorrectable. The program will be
suspended prior to termination if either party files a timely challenge in
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all lb.
court of the changed law or court ruling that otherwise would provide the
right to terminate under subsections (b) or (c) of this subsection.
iii. Termination by City for Convenience: With regard to those cameras
installed and operational on December 2, 2017, after December 2, 2018,
the City may terminate this Agreement at any time at its convenience
upon thirty (30) days written notice to ATS without any penalty, fee,
charge, liability or further compensation or payment to ATS of any kind. If
any additional Camera Systems are installed or reinstalled after
December 2, 2017, after a three (3) year term from the first citation issued
on the last Camera System installed, the City may terminate this
Agreement at any time at its convenience upon thirty (30) days written
notice without penalty, fee, charge, liability, or further compensation or
payment to ATS of any kind. Applicable monthly Camera System Fees for
equipment and services charged by ATS shall be pro-rated to the date of
termination and reflected on ATS' final invoice to the City. Except for the
City's obligation to pay ATS' applicable monthly Camera System Fee to
the date of termination as set forth above, ATS shall not be entitled to any
other payment or fee as a result of the City's election to terminate
hereunder or to recover any other costs or charges ATS previously
incurred or may incur as a result of termination hereunder, including but
not limited to engineering costs, installation costs, lost profits, equipment
removal costs and restocking charges.
23. On the effective date of termination or expiration, image capture activities shall cease
immediately; however, both ATS and the Customer accept that all photo-enforcement
violations still in process or captured prior to the effective date of termination shall be
concluded to their final state, in the same manner and under the same conditions of
compensation
24. Upon termination of this Agreement, ATS shall restore the surface of the City's
property to substantially the same condition as such property was in prior to installation.
Notwithstanding the foregoing, ATS will not remove any camera pole foundation, which
shall be left approximately flush with grade with no exposed bolts or other hazards.
Installed underground conduit and other equipment shall not be required to be removed.
ATS shall use commercially reasonable efforts such that removal and restoration activities
occur within sixty (60) days after the Effective Date of Termination and do not
unreasonably interfere with or adversely affect traffic flow.
26. [RESERVED]
27. [RESERVED]"
5. Option For Enhanced Video Services. Upon FDOT, County or City (depending on owner of
the rights-of-way where system is installed), granting permits for, or otherwise approving the use of,
enhanced video services, ATS agrees to make available to Customer within ninety (90) days of the
effective date of this Fifth Amendment such video system enhancements that permit Customer to
perform remote video retrieval and video streaming for any Camera Systems installed as of the
effective date of this Fifth Amendment—should Customer provide ATS with written notice of its
desire to implement such enhancements. In such event fees shall be as indicated below and these
fees are not included in the flat monthly service fee set forth in Section 1.0 of Exhibit B of the
Agreement as modified in Section 3. of this Fifth Amendment.
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i. ATS shall make the system enhancements to allow for ATS Live to be available
to Customer at ATS' expense, except that Customer shall be responsible for
Data Plan Use fees. Customer understands the standard fee for ATS Live
AutoPatrol Add-On System of $1,650 per camera will be waived. ATS Live
includes 30 minutes per camera per month at no charge. Each Camera System's
allotted amount of minutes can be shared across all systems. For instance, if five
(5) Camera Systems are to be equipped with ATS Live, the first 150 minutes to
be shared across those five (5) Camera Systems every month will be free of
charge to the Customer. If more than 150 minutes is used per month then each
additional block of 30 minutes to be shared across all Camera Systems will cost
the Customer$30 per block
6. Enhanced Video Services Requirements. The parties agree that the Enhanced Video
Services shall be subject to the following provisions:
i. Historical video is stored at the Camera site for a time period of approximately 30
days, after which time the video is overwritten.
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. 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 said video file. Customer agrees that since the requested
video file is not required by ATS to continue to perform the service outlined in this
Agreement, the video file and any resulting public records shall be transferred to
Customer prior to the termination of the Agreement and Customer shall serve as
the records custodian for any said 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 Service, whether by formal public records request or otherwise. ATS shall
not be responsible for any storage, storage costs or public records requests
pertaining to the historical video beyond maintaining public records consistent
with the records retention schedule specified by the Customer in this Agreement.
iv. Video file requests from historical video are limited to 30 minutes. If additional
footage is required, additional requests may be made by Customer.
v. To avoid unintended data usage charges, streaming video is limited to 10-minute
sessions. After 10 minutes, users will be prompted to reconnect.
vi. Customer understands they are solely responsible for the proper use of video
gathered through any video enhancement.
7. City Access to Poles: The parties agree that the City shall have the ability to place
additional equipment onto any poll provided by ATS. Said equipment may interface with ATS
equipment; however, the City shall not alter, delete or edit any data being collected by the traffic
enforcement cameras. The City's equipment will also be permitted to gain electricity from the poll
erected for ATS equipment at no cost to the City. ATS has sole discretion on approval of placing
additional equipment on to any pole provided by ATS if there is a structural or program integrity,
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concern of safety, or not allowed by law. The City agrees to indemnify and hold ATS harmless
should ATS suffer any loss as a result of the installation of the City equipment on the Camera
System polls.
8. Customer Letter Design and Delivery. The following language is added to Exhibit A of the
Agreement: "Customer shall deliver to ATS any form letters containing communications to violators
that Customer is directing ATS to include with the transmittal of Notices of Violation or Uniform
Traffic Citations. Customer acknowledges that it is exclusively responsible for the design and
content of such communications and the decision to include such communications with the mailings
referenced above. Customer further agrees that ATS has had no involvement in the decision to
include such communications or the development of the content in them, and is instead simply
following the directives of Customer concerning this matter. ATS agrees that the fee for the printing
and mailing associated with the transmittal of two, 8.5 x 11 inch pages, with text only, printed in
black and white, double-sided letter as contemplated in this section is included in the flat monthly
service fee set forth in Section 3. of this Fifth Amendment. Additionally, ATS agrees to mark
envelopes with additional wording provided by the Customer indicating that the mailing is from the
Police Department at no extra cost to the Customer. If, however, the Customer desires to include
additional pages, multiple-page inserts, or pages with color, graphics or other media, Customer
agrees to pay for the costs of same, which ATS shall charge to Customer as a pass-through cost.
ATS agrees to follow all reasonable instructions of how the City wishes to proceed with mailings
within ninety (90) days of the request.
9. Limited Agency Clarification. A new paragraph is added to Section 5 of the Agreement to
read as follows:
"(e) At various times, red light violators in the state of Florida have alleged that ATS is
engaged in the review and determination of violations based on the information captured
by cameras used in red light traffic safety systems throughout the state. The parties
hereby clarify that at no time has ATS engaged in efforts to review and determine
violations of Florida law as part of its review of the information captured by cameras
used in Customer's program. Instead, with respect to these efforts, ATS has been
engaged as the direct agent of the Customer for the limited purpose of sorting camera
information pursuant to the Customer's express written directives concerning such
efforts. Customer, through its designated Traffic Infraction Enforcement Officer or other
designated law enforcement officer, has at all times retained the unilateral power to
decide which violators are cited for a violation of Florida law. ATS has had no say in
such matters in the past and will not have a say in such matters going forward.
Except for the limited direct agency relationship set forth above, or as otherwise
provided in the Agreement (such as the specific agency designation to pull data
pursuant to the Driver Privacy Protection Act), ATS is an independent contractor
providing services to the Customer and the employees, agents, and servants of ATS
shall in no event be considered to be the employees, agents, or servants of the
Customer. Moreover, except for the limited direct agency relationship set forth above, or
as otherwise provided in the Agreement, the Agreement does not create an agency
relationship between ATS and the Customer.
10. Except as expressly amended or modified by the terms of this Fifth Amendment, all terms of
the Agreement as amended by the First Amendment, Second Amendment, Third Amendment and
Fourth Amendment shall remain in full force and effect. In the event of a conflict between the terms
of this Fifth Amendment and the Agreement or the First, Second, Third Amendments, or Fourth
Amendment thereto, the terms of this Fifth Amendment shall prevail and control.
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11. The provisions of the Agreement, as amended by the First, Second, Third, Fourth and Fifth
Amendments, including the recitals, comprise all of the terms, conditions, agreements, and
representations of the parties with respect to the subject matter hereof.
12. This Fifth Amendment may be executed in one or more counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and the same instrument.
13. Each party represents and warrants that the representative signing this Fifth Amendment on
its behalf has all right and authority to bind and commit that party to the terms and conditions of this
Fifth Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment.
AMERICAN TRAFFIC SOLUTIONS
////O/(
Elizabeth Caracciolo Date
SVP/GM State & Local Government Solutions
ATTEST: CITY OF OCOEE, FLORIDA
jjA,IL
Melanie Sibbitt, City Clerk Rus y Johns.,Iv-yor
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING
APPROVED AS TO FORM AND HELD ON itioYrry)b,Gr
LEGALITY this 71'4 day of UNDER AGENDA ITEM NO. 9
0.01. , 2017
By:
City A . ne
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SIXTH AMENDMENT TO CITY OF OCOEE SERVICES TWO PHASE
AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS, LLC (ATS) PERTAINING TO
RED LIGHT RUNNING CAMERA ENFORCEMENT SYSTEM
This Sixth Amendment ("Sixth Amendment") is dated effective this _ day of , 2018
(the "Effective Date") and is entered into between American Traffic Solutions, LLC. ("ATS"), a corporation
duly registered under the laws of the State of Kansas with its principal place of business at 1150 N. Alma
School Road, Mesa, Arizona 85201 and the City of Ocoee ("City" or"Customer"), a municipal corporation of
the State of Florida.
RECITALS
WHEREAS, on or about December 2, 2008, the City and ATS entered into a Services Two Phase
Agreement pertaining to red light running camera enforcement system and for the City's use of the AxsisTM
System to enforce traffic violations, which was amended by the that certain First Amendment on July 23,
2010, that certain Second Amendment on November 15, 2011, that certain Third Amendment on July 16,
2013, that certain Fourth Amendment on November 30, 2016, and that certain Fifth Agreement on November
10, 2017 (the Agreement and all amendments thereto are collectively referred to in this Sixth Amendment as
the"Agreement"); and
WHEREAS, the initial procurement of this vendor was completed by a competitive process and the
parties now desire to extend the agreement under the more favorable terms and conditions, including cost, to
the City; and
WHEREAS, Section 21.5C of the Ocoee Code allows the City Commission to waive the bid
requirements in City Code by a majority vote for commodities or services in excess of$50,000; and
WHEREAS, staff recommends and the Honorable Mayor and Board of City Commissioners have
agreed to waive the requirements of the purchasing code and approve this Sixth Amendment to the
Agreement with ATS; and
WHEREAS, Section 3(b) of the Agreement requires any amendments, modifications, or alterations of
the Agreement to be in writing and duly executed by the parties; and
WHEREAS, the City and ATS mutually desire to amend, modify or alter certain terms and conditions
of the Agreement.
TERMS AND CONDITIONS
NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Sixth
Amendment, the City and ATS do hereby agree as set forth below:
1. Recitals. The above recitals are true and correct and are incorporated herein.
2. Fees. Option 1 of Exhibit B of the Agreement is hereby deleted in its entirety and replaced with the
following:
"The Flat Fee per Camera per Month shall be $4,250. This fee includes red-light camera
equipment for a 4-lane approach with up to two (2) signal phases, installation, maintenance,
violation processing services, DMV records access, mailing of Notice of Violation with return
envelope, lockbox and epayment processing services (fee excludes convenience fee which is
paid by the violator), call center support for general program questions and public awareness
program support. In addition to the fee, Customer shall pay a surcharge of$4.00 per piece for
certified mail, no return receipt, for mailing of Uniform Traffic Citation and $2.00 per first class
mailing of any subsequent notices, subject to adjustment based on ATS's actual cost of service
and any adjustment based on ATS's actual cost of service shall not become effective until ATS
has provided the City with one hundred eighty (180) days prior written notice of such
adjustment.
The parties agree that because the Customer has committed to installing at least five (5)
additional Camera Systems resulting in ten (10) or more Camera Systems installed and
operational during the term of this Agreement, ATS agrees to provide the City ten (10)
Automated License Plate Recognition (ALPR) cameras at no cost to the City as further
described in this Sixth Amendment.
The parties further agree that the City has previously selected the Flat Fee per Camera per
month under Option 1 of Section 1.0 of Exhibit B to the First Amendment."
3. ALPR Solution. ATS, through its subcontractor Cintel, LLC, agrees to provide the Customer with
an ALPR Solution as defined herein. As part of the ALPR Solution, ATS will provide City ten (10) ALPR
Cameras. Each ALPR Camera will cover 1 to 2 lanes depending on the angle of the installation or
deployment. Prior to the procurement and installation or deployment of ALPR Cameras, Customer shall
execute the End User Licensing Agreement (EULA) with Cintel, LLC, which is attached as Exhibit 1 to this
Sixth Amendment. Currently no ALPR Cameras may be installed or otherwise deployed on an FDOT rights
of way (FDOT ROW), therefore any installation or deployment shall be limited to non-FDOT ROW until
FDOT begins to issue permits for installation or deployment of ALPR Cameras on FDOT ROW. The
Customer shall be responsible for any costs related to the installation or deployment of the ALPR Cameras,
except when the installation is on an existing ATS pole currently installed within the City, in which case ATS
shall be responsible for the installation costs.
Upon the termination of the Agreement between ATS and the Customer, ATS and Cintel shall have no
further obligations to Customer regarding the ALPR Solution, and ATS (or its designated subcontractor)
may uninstall and/or retrieve all ALPR Equipment from Customer. However, Customer may negotiate
directly with Cintel for the continued use of the ALPR Solution and with ATS for the continued use of any
ALPR Equipment(as defined herein) installed on ATS infrastructure.
a. Services.
The ALPR Solution consists of ALPR surveillance cameras and related processors, communications
devices that transfer the captured and processed data (the "ALPR Data") to a server that is
maintained on the Customer's premises, back-end software ("CLARITYTM") that facilitates the
retrieval, processing and use of the ALPR Data with other databases maintained or utilized by the
Customer, including ALPR capture data, white-lists, hotlists, data sharing alerts and investigative
capability (which, along with the ALPR Data, constitutes "Customer Data"). As more fully set forth in
Subsection b. below, the ALPR Solution includes installation of the camera(s) and processor on
infrastructure, power and communication commissioning (as applicable), repair and replacement of
equipment(as applicable), technical support, training, and related services.
b. ATS' Responsibilities.
ATS has the following responsibilities (some or all of which may be carried out by its subcontractor
Cintel):
i. Provide Customer with ALPR fixed or mobile surveillance cameras (monitors 1 to 2 lanes
depending on angle of installation or deployment) and required processors ("ALPR Camera"),
associated ALPR hardware, a server to operate and/or store the ALPR Data on the Customer's
site (if requested by Customer) and use of CLARITYTM software (herein together the "ALPR
Solution"), provided Customer executes and complies with the End User Licensing Agreement
(the "EULA") with Cintel, which shall be incorporated into this Agreement as Exhibit 1. All ALPR
hardware shall be referred to collectively as"ALPR Equipment".
ii. Within 90 days after a permit is obtained, or if no permit is required, within 120 days of the date
the Customer provides ATS a Notice to Proceed as indicated in Exhibit 2 of this Agreement,
provide and, if required, install the ALPR Cameras at locations mutually agreed to by the
Customer and ATS. Installation may occur on existing permitted ATS infrastructure in the City,
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or on non-ATS infrastructure (provided all required permits are obtained by the Customer and
Customer pays for construction costs, if applicable). If installation is not performed on existing
ATS infrastructure, Customer may use preexisting Customer infrastructure or may contract with
ATS (or its subcontractor) for the construction and installation of new infrastructure. Any new
infrastructure constructed or non-ATS infrastructure shall be at the sole cost, and the sole
property and responsibility, of the Customer.
iii. Assist the Customer with obtaining any permits required for the installation and use of the ALPR
Solution.
iv. For ALPR Cameras installed on existing ATS infrastructure, ATS shall use preexisting power
sources to operate the ALPR Camera (for ALPR Cameras on all non-ATS infrastructure, the City
shall be responsible for providing power). For all installed ALPR Cameras, ATS shall provide
the communications hardware and communications service (if required), provided that ATS shall
not provide communications services on any non-ATS Infrastructure to any non-ALPR
Equipment (for example, if other City devices that share the infrastructure also require
communications services). ATS 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 or communication services that is required.
v. Provide training and post-installation support as set forth in Exhibit 3.
vi. No Customer Data is or shall be hosted, stored, accessed or available to ATS (other than with
respect to Cintel, who shall have limited access in accordance with the terms of the EULA as
may be required for maintenance and upgrades).
vii. ATS shall repair and replace all ALPR Equipment as set forth in Exhibit 3, and shall be
responsible for Cintel's provision of updates to ALPR software as set forth in the EULA.
viii. Provide the ALPR Solution to the Customer at no cost, except for costs as described in
Subsection c. below, which are the sole responsibility of Customer.
c. Customer's Responsibilities.
Customer has the following responsibilities:
i. Provide feedback to ATS when requested during the first 6 months of the term of this
Agreement on the usability and viability of the ALPR Solution provided by ATS to Customer
and then once per year thereafter, if requested. Such feedback should not include the sharing
of any Customer Data.
ii. Allow ATS to (i) use Customer as a reference for future potential customers considering the
ALPR Solution, and (ii) identify Customer as a current user of the ALPR Solution.
iii. Customer expressly acknowledges that ATS will not have access to any Customer Data.
iv. For locations where ATS 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
ATS. ATS or Cintel will install the ALPR Camera and provide necessary communications
services once the infrastructure and power is made available by the Customer.
v. Customer shall execute and at all times comply with the EULA.
vi. Customer shall be directly responsible for all costs and liabilities associated with construction,
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installation, and any ongoing repair and maintenance of any non-ATS 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 the cost of the ALPR Solution.
vii. Customer is responsible for the repair or replacement costs of any ALPR Equipment which is
not the responsibility of ATS or Cintel, as set forth on Exhibit 3.
d. Ownership of ALPR Results; Use of ALPR Data.
i. Notwithstanding anything else to the contrary in the Agreement, Customer agrees it is solely
responsible for the housing and security of the Customer Data, and all such data is the property
of the Customer, and ATS may not use the data for any purpose without the express written
consent of the Customer and only as permitted by law.
ii. Nothing in this Subsection d. of shall be construed as to replace or conflict with Section 5. "Data
Management" of the EULA.
e. Warranty Disclaimer, Indemnification and Liability.
i. Warranty Disclaimer. The Parties acknowledge that the ALPR Solution and related services are
provided by ATS "AS IS" and without warranty of any kind. ATS EXPRESSLY DISCLAIMS ALL
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.
ii. Indemnification. This Subsection ii. shall only apply to the provision of ALPR Solution services
and does not amend or replace the indemnity clause in Section 9. of the Agreement. Customer
will give ATS prompt written notice of actions or claims, whether threatened or pending, against
Customer, its officers, directors, employees agents and representatives ("Customer Indemnified
Parties") alleging the patents, trademarks, copyrights, trade secrets or other intellectual property
("Intellectual Property") provided by ATS, including its suppliers, pursuant to this Agreement,
infringes or violates the Intellectual Property of other persons. If such a claim is made and ATS,
in the exercise of its sole discretion, determined that infringement may exist, ATS shall procure
for Customer the right to keep using the allegedly infringing items, modify them to avoid the
alleged infringement, or replace them with non-infringing items. ATS will indemnify and defend
the Customer Indemnified Parties against any third-party actions or claims against the Customer
Indemnified Parties alleging the ATS Intellectual Property, infringes or violates the Intellectual
Property of such other persons.
Subject to the provisions herein, CUSTOMER AGREES TO HOLD HARMLESS, INDEMNIFY
AND DEFEND ATS, TO THE FULLEST EXTENT THEN CONTEMPLATED BY THE
GOVERNING AND APPLICABLE LAW FOR ANY ADMINISTRATIVE, LEGAL OR QUASI-
JUDICIAL ACTION, THREATENED OR REALIZED ("ACTION"), INCLUDING, BUT NOT
LIMITED TO ALLEGATIONS, CLAIMS, JUDGMENTS, AWARDS, COSTS, EXPENSES,
DAMAGES AND LIABILITIES OF WHATSOEVER KIND AND NATURE, INCLUDING
ATTORNEYS' FEES AND RELATED DEFENSE COSTS AND EXPENSES, WHICH MAY BE
ASSERTED, GRANTED, OR IMPOSED AGAINST COMPANY DIRECTLY OR INDIRECTLY
ARISING FROM OR IN CONNECTION WITH CUSTOMER'S MISUSE OR
MISAPPROPRIATION OF CINTEL PRODUCTS OR SERVICES OR UNAUTHORIZED
REPRESENTATION OF THE PRODUCTS OR SERVICE OR ANY BREACH OF THE EULA BY
CUSTOMER RELATED TO CUSTOMER'S RECEIPT AND USE OF THE SOFTWARE.
NOTHING HEREIN IS INTENDED TO BE OR SHALL BE CONSTRUED TO BE A WAIVER OF
THE CUSTOMER'S RIGHT TO SOVEREIGN IMMUNITY UNDER THE LAW.
iii. Limited Liability. EXCEPT FOR THE LOSSES, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER, BY REASON OF ANY REPRESENTATION OR EXPRESS OR IMPLIED WARRANTY,
CONDITION OR OTHER TERM OR ANY DUTY AT COMMON OR CIVIL LAW, FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, LOST PROFITS OR CONSEQUENTIAL DAMAGES,
4
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR RELATING
TO THIS AGREEMENT. ATS' ENTIRE LIABILITY TO CUSTOMER UNDER THIS
AGREEMENT, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED
IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR MISREPRESENTATION OR
BREACH OF STATUTORY DUTY OR ANY DUTY UNDER GENERAL LAW OR ANY OTHER
LEGAL THEORY, WILL NOT EXCEED ANY PAYMENT THAT THE CUSTOMER MAKES TO
ATS UNDER THIS AGREEMENT, NOT TO EXCEED THE SUM OF TEN THOUSAND
DOLLARS.
f. Confidentiality.
i. Proprietary Information. Customer is a City and, as such, is a municipal corporation established
under the laws of the State of Florida. ATS acknowledges that the City and its vendors are
subject to Florida's broad public records laws, which require release of information unless that
information is confidential or exempt from Florida's public records laws. ATS agrees to comply
with the requirements of section 119.0701, Florida Statutes, relating to public records. Customer
acknowledges that, during the term of this Agreement, it may obtain or have access to
information relating to the ALPR Solution or ATS and/or Cintel business ("Proprietary
Information"). Such Proprietary Information shall belong solely to ATS and/or Cintel, and
includes, but shall not be limited to the following: the ALPR Solution features, software, and
modes of operation, and any trade secrets, know-how, inventions (whether or not patentable),
techniques, processes, programs, ideas, algorithms, schematics, testing procedures, internal
documentation, design and function specifications, product requirements, problem reports,
analysis and performance information and other technical, business, product, marketing and
financial information, plans and data.
ii. Exclusions. Proprietary Information shall exclude any Customer Data (excluding, for the
avoidance of doubt, any licensed software or proprietary components of the ALPR Equipment)
and any information that is or becomes part of the public domain through no act or failure to act
on the part of the Customer or which has been independently developed by Customer(as shown
by Customer's written records) without reference to or use of, in whole or in part, any Proprietary
Information. If disclosure of the Proprietary Information is required pursuant to Florida law, or by
any court order or similar order to which Customer must comply, Customer shall take precautions
to protect the confidentiality of the Proprietary Information to be disclosed and promptly notify
ATS in time to allow ATS or Cintel to object to the disclosure and to take additional confidentiality
precautions with respect to the Proprietary Information subject to such order. In any dispute
between the Parties with respect to the exclusions in this section, the burden of proof shall be on
Customer and such proof shall be by clear and convincing evidence.
iii. Restrictions. Customer shall not use Proprietary Information except as authorized under this
Agreement and shall not disclose Proprietary Information, directly or indirectly, to any third party
without the express written consent of ATS and/or Cintel, as applicable. All Proprietary
Information shall remain the sole property of ATS and/or Cintel. Upon request, the Customer
shall promptly return to ATS all items and material in Customer's possession or control which
contain any Proprietary Information. Any copies of such items or material shall also be returned.
Customer understands and agrees that this Agreement does not protect any information provided
to ATS by Customer related to the ALPR Solution and ATS shall be free to use or disclose
information provided by Customer about or related to the ALPR Solutions in the course of their
discussions, including any feedback provided to ATS pursuant to Subsection c.i. of this Sixth
Amendment. Customer represents and warrants to ATS that Customer's discussions will not
breach any third party obligations or restrictions binding on Customer and Customer agrees not
to disclose or provide to ATS any third party confidential information.
iv. Nothing in this Subsection f. shall be construed as to replace or conflict with Section 3.
"Confidential Information and Content" of the EULA.
g. Compliance with Laws.
5
Customer will comply with all federal, state, and local laws, ordinances, regulations and orders
(collectively, "Laws"), including without limitation Criminal Justice Information Services (CJIS)
requirements, Florida Department of Law Enforcement requirements, and any Laws relating to data
privacy or the use of ALPR with respect to its access to and use of the ALPR Solution, and data
captured and produced by the ALPR Solution.
4. Notices. Section 18. "Notices" of the Agreement is hereby deleted in its entirety and replaced as
follows:
"18. Notices.
In order for a notice to a Party to be effective under this Agreement, notice must be sent via U.S.
certified mail, overnight delivery, or hand delivery to the addresses listed below, and shall be effective
upon mailing if sent by certified mail or overnight delivery and effective upon receipt if hand delivered.
The addresses for notice shall remain as set forth herein unless and until changed by providing notice
of such change in accordance with the provisions of this Section.
If to Contractor, to: American Traffic Solutions, Inc.
1150 N. Alma School Road
Mesa, AZ 85201
Attn: Legal Department
If to City, to: City of Ocoee, Florida
150 N. Lakeshore Drive
Ocoee, FL 34761
Attn: City Manager
5. Use of Certain Non-personal Data. Notwithstanding any provision in the Agreement to the contrary,
ATS retains the right to use all meta-data, business intelligence, or other analytics obtained, gathered, or
mined by ATS through the use of its systems.
6. Except as expressly amended or modified by the terms of this Sixth Amendment, all terms of the
Agreement as amended by the First Amendment, Second Amendment, Third Amendment, Fourth
Amendment and Fifth Amendment shall remain in full force and effect. In the event of a conflict between the
terms of this Sixth Amendment and the Agreement, or the First, Second, Third, Fourth or Fifth Amendment
thereto, the terms of this Sixth Amendment shall prevail and control.
7. The provisions of the Agreement, as amended by the First, Second, Third, Fourth, Fifth and Sixth
Amendments, including the recitals, comprise all of the terms, conditions, agreements, and representations of
the parties with respect to the subject matter hereof.
8. This Sixth Amendment may be executed in one or more counterparts, each of which shall constitute
an original, but all of which taken together shall constitute one and the same instrument.
9. Each party represents and warrants that the representative signing this Sixth Amendment on its
behalf has all right and authority to bind and commit that party to the terms and conditions of this Sixth
Amendment.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment.
AMERICAN TRAFFIC SOLUTIONS
Elizabeth Caracciolo Date
EVP/GM Government Solutions
ATTEST: CITY OF OCOEE, FLORIDA
Melanie Sibbitt, City Clerk Date Rusty Johnson, Mayor Date
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING
APPROVED AS TO FORM AND HELD ON
LEGALITY this day of UNDER AGENDA ITEM NO.
, 2018
By:
City Attorney
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EXHIBIT 1
CLARITY SOFTWARE END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT ("EULA") is made on this _ day of , 2018
("Effective Date") by and between Cintel, LLC "(Company"), with offices located at 420 Dividend Drive, Suite
B, Peachtree City, GA and the City of Ocoee, Florida ("Customer"), a municipal corporation of the State of
Florida located at 150. N. Lakeshore Drive, Ocoee, FL 34761.
WHEREAS, Cintel is a premier license plate recognition ("LPR") technology solutions provider and
offers LPR hardware and commercial LPR software products and services; and
WHEREAS, Customer entered into an Agreement for Automated License Plate Recognition Solution
Services with American Traffic Solutions, Inc. ("ATS") on or around December 2, 2008 (the "Agreement"),
pursuant to which Cintel is an authorized subcontractor of ATS to provide certain services described therein;
and
WHEREAS, in connection with the Agreement, Customer desires to use certain Cintel developed or
distributed software as defined herein; and
WHEREAS, Company desires to grant Customer a limited, non-exclusive, non-transferable license to
use such software under the terms of the Agreement and this EULA.
NOW THEREFORE, in consideration of the covenants by and between the parties hereto, the parties,
intending to be bound, hereby agree as follows:
1. DEFINITIONS:
"Content" means: (i) information obtained or developed by Company related to the Service and provided to
Customer, including all Products specified and agreed upon pursuant to this EULA; (ii) the Documentation, as
defined within this EULA; and (iii) Updates. Content does not include the video footage captured by LPR
cameras or the license plate data recovered therefrom.
"Customer Data" means any data, information or material provided or submitted by Customer or Users to the
Service in the course of using the Service.
"Documentation" means, collectively, technical information and materials, in written or electronics form,
delivered with the Service by Company to Customer and that are intended for Use in connection with the
Service.
""Delivered" or "Delivery" shall mean the software and service as transmitted by Company to Customer
electronically and in accordance with security measures agreed upon by both parties as described in the
Specifications.
"Content" means: i) information obtained or developed by Company related to the Service and provided to
Customer, including all products specified and agreed upon pursuant to this EULA; (ii) the Documentation, as
defined within this EULA; and (iii) Updates.
"Products" shall mean any Software, code, data, graphics or other materials or resources transmitted to
Customer in order to provide any of the Services under this EULA.
"Services" shall mean the provision of Software, Updates, Documentation and Products provided by
Company to Customer under this EULA and in accordance with the requirements of the Agreement.
"Software" shall mean the Cintel software to be provided by Company (as a subcontractor to ATS) to
Customer under the Agreement.
8
"Source Code" shall mean the readable forms together with make and build files.
"Updates" means all upgrades, modified versions, updates, additions to the products and Service, whether
provided to the Customer by Company through maintenance and support services or otherwise at any time.
"Use" means to directly or indirectly load, execute, access, employ, utilize, store, or display the Service.
"User(s)" means Customer employees who are authorized to Use the Service and have been supplied user
identifications and passwords by Customer(or by Company at Customer's request).
2. TERMS AND CONDITIONS.
2.1 Term. Customer agrees to a contractual term of service ("Term") in accordance with the Agreement
between ATS and the Customer. The term of this contract will run concurrently with the term (including any
renewal terms) set forth in the Agreement. In the event Customer desires, and the Company agrees, to
continue providing Services following the termination of the Agreement between ATS and the Customer, the
parties shall enter into a new EULA.
2.2 Limited Use of License. Subject to the terms and conditions of this EULA, Company hereby grants
Customer a non-exclusive, non-transferable, worldwide right to use the Software (including the right to
download, install and access the Software), solely for Customer's internal business purposes, subject to the
terms and conditions of this EULA and the Agreement. All rights not expressly granted to Customer are
reserved by Company and its licensors. Under this EULA, Customer shall not be granted any rights or license
to the Software beyond that which is specifically and expressly provided for herein. Customer acknowledges
that it is granted access to the Software only through the Agreement and this EULA. Customer further
acknowledges that at no time shall it be entitled to download, distribute, install, transfer, reverse engineer,
redistribute, or otherwise manipulate the Software in any form or manner not explicitly authorized or covered
by this EULA. At no time will Customer hold title to or ownership of any of product, service, documentation,
data (excluding Customer Data) or the Products, Software, Services, Documentation, or Source Code
provided to Customer pursuant to this EULA.
2.3 Acknowledgement. Customer acknowledges that the Service and Software, including its
structure, organization and Source Code, constitute valuable trade secrets of Company and/or its licensor(s).
Accordingly, Customer agrees, subject to and so long as not contrary to Client duties and obligations under
public record laws:
(a) Not to modify, adapt, alter, translate, or create derivative works from the Software or Service (except as
expressly permitted by the Documentation);
(b) Other than as specified herein, neither the Software nor any tools licensed with or included in the Service
may be copied, in whole or in part, without the express written consent of Company.
(c) Not to merge the Software with other services or software; or sublicense, lease, rent, loan, or otherwise
transfer the Software or the Service to any third party;
(d)To not reverse engineer, decompile, disassemble, decode, decompose or otherwise attempt to derive the
Source Code for the Software or any other Company program, code, or technology installed or Delivered to
Customer;
(e) Not to provide services to third parties using the Software or Service (e.g. business process outsourcing,
Service Bureau applications or third party training) or otherwise Use or copy the Service for third parties;
(f) To notify Company immediately of any unauthorized Use of any password or account or any other known
or suspected breach of security or unauthorized use of the Software or Services;
(g) To report to Company immediately and use reasonable efforts to stop immediately any copying or
distribution of Content that is not expressly authorized by Company and that is known or suspected by
Customer or Customer's Users;
(h) To not remove, alter, or obscure any proprietary notices (including copyright notices) of Company and/or
its licensors incorporated into or with the Service; and
(i) Not provide false identity information to gain access to or Use the Service.
9
2.4 Restrictions. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or
otherwise commercially exploit or make available the Services to any third party in any way; or (ii) "frame" or
"mirror" any Content on any other server or wireless or Internet-based device; or (iii) reverse engineer or
access the Service in order to:
(a) build a competitive product or service;
(b) build a product using similar ideas, features, functions or graphics of the Service; or
(c) copy any ideas, features, functions or graphics of the Service.
Customer understands that this EULA and access to the Service immediately terminates and ends when one
of the following events takes place:
(i) Customer or its payee (ATS)fails to make a subscription payment;
(ii) Customer's Use of the Service violates Section 2.2;
(iii) Customer's material breach of this Agreement;
(iv) Customer's violation, or threatened, or apparent/intended, violation of law; or
(v) This EULA terminates pursuant to Section 6.
2.5 Software/Service Customization. Customer acknowledges that Products and Services are provided
"as is" and "as delivered" and cannot be construed as being able to be customized or modified in any way.
Customer assumes all responsibility to review all features included prior to signing this EULA.
2.6 Software/Service Support. All support for the Products and Services shall be provided pursuant to the
terms of the Agreement.
The Customer will provide Company with access to the its database or server (including backup databases)
on which the Software is utilized for service support from time to time in accordance with any applicable laws
or compliance standards, or as may be necessary for Company to provide service or maintenance to any
Company provided hardware to the extent required by the Agreement.
3. CONFIDENTIAL INFORMATION AND CONTENT
3.1 Confidential Information. Customer is a City and, as such, is a municipal corporation established
under the laws of the State of Florida. Company acknowledges that the City and its vendors are subject to
Florida's broad public records laws, which require release of information unless that information is confidential
or exempt from Florida's public records laws. Company agrees to comply with the requirements of section
119.0701, Florida Statutes, relating to public records. During the term of this EULA, each party (the
"Receiving Party") may be provided with or otherwise learn confidential and/or proprietary information of the
other party (the "Disclosing Party") that is of substantial value to the Disclosing Party, which is identified as
confidential at the time of disclosure or which ought in good faith to be considered confidential ("Confidential
Information"). This information shall include, but is not limited to Product and Services information, materials,
software, code, or any other materials transmitted to Customer under this EULA. All Confidential Information
remains the property of the Disclosing Party. The Receiving Party may disclose the Confidential Information
of the Disclosing Party only to its employees and contractors who need to know the Confidential Information
for purposes permitted under this EULA and who are bound by written confidentiality agreements with terms
at least as restrictive as those provided in this EULA. The Receiving Party will not use the Confidential
Information without the Disclosing Party's prior written consent except in performance under the Agreement
and this EULA. The Receiving Party will take measures to maintain the confidentiality of the Confidential
Information similar to those measures the Receiving Party uses to maintain the confidentiality of its own
confidential information of like importance but in no event less than reasonable measures. The Receiving
Party will give immediate notice to the Disclosing Party of any unauthorized use or disclosure of the
Confidential Information and agrees to assist the Disclosing Party in remedying such unauthorized use or
disclosure. The confidentiality obligations do not extend to Confidential Information which (a) becomes
publicly available without the fault of the Receiving Party; (b) is rightfully obtained by the Receiving Party from
a third party with the right to transfer such information without obligation of confidentiality; (c) is independently
developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential
Information; (d) was lawfully in the possession of the Receiving Party at the time of disclosure, without
restriction on disclosure; or (e) is not exempt from public record laws. The obligations set forth in this
10
Confidential Information section will be effective from the Effective Date until 3 years from the termination or
expiration of this EULA.
3.2 Customer Content. Company does not exercise any control whatsoever regarding the Customer
Data, which passes through or utilizes the Company's Software, hardware, network, email or web site.
3.3 Public Records. As required by Section 119.0701, Florida Statutes, Cintel hereby specifically agrees
to comply with the public records laws of the State of Florida. Cintel specifically agrees to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by Customer in order
to perform the project scope of services.
(b) Upon request from Customer's custodian of public records, provide 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.
(c) 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 Cintel does not transfer the records to Customer.
(d) Upon completion of the Agreement, transfer, at no cost, to Customer all public records in possession of
Cintel or keep and maintain public records required by Customer to perform the project scope of services. If
Cintel transfers all public records to Customer upon completion of the Agreement, Cintel shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If Cintel keeps and maintains public records upon completion of the Agreement, Cintel shall
meet all applicable requirements for maintaining public records. All records stored electronically must be
provided to Customer upon request from Customer's custodian of public records in a format that is
compatible with the information technology systems of Customer.
(e) In the event Cintel fails to comply with a public records request, Customer shall be authorized to enforce
this contractual provision.
IF CINTEL HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO CINETL'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 905-3100 EXTENSION 1022, EMAIL:
CCDL(a ci.ocoee.fl.us, WITH AN OFFICE LOCATED AT 150 N. LAKESHORE DR., OCOEE, FLORIDA
34761.
4. WARRANTIES AND DISCLAIMERS
4.1 Company Representations. Company represents and warrants that:
(a) it has title to the Service or has acquired the right to license portions of the Service from third parties and
Company has full power and authority to grant to Customer the rights granted hereunder;
(b) it has not placed, nor is Company aware of, any disabling code or any viruses in the Service which would
alter, destroy, or inhibit the Service, or its Use by Customer;
(c) to its knowledge, the Service does not infringe upon any US copyright, registered patent, trademark,
software mark or trade name owned by a US third party;
(d) Company personnel will exercise due care in the provision of the Services; and
(e) neither this EULA nor the performance of or exercise of rights under this EULA will violate, conflict with, or
result in the breach of any term, condition, or provision of any agreement or legal obligation (whether or not
11
existing at the Effective Date) to which Company is a party or by which it may be bound, or constitute a
default thereunder.
4.2 Customer Representations. Customer represents, warrants and covenants to Company as follows:
(a) Customer exists under the laws of its own jurisdiction and is not under any contractual obligation that
would preclude it from entering into this EULA or would interfere with its use of the Customer Data provided
under this EULA;
(b) Customer owns (or has the legal right to obtain and use) or has properly licensed all rights in the
Customer Data at all times during the Term;
(c) the Customer Data is not, nor will be, in violation of any laws or third party intellectual property rights;
(d) Customer's Use of the Service does and will comply with all applicable laws, including applicable privacy
laws; and
(e) neither this EULA nor the performance of or exercise of rights under this EULA will violate, conflict with, or
result in the breach of any term, condition, or provision of any agreement or legal obligation (whether or not
existing at the Effective Date) to which Customer is a party or by which it may be bound, or constitute a
default thereunder.
4.3 THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION ARE
LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY COMPANY WITH RESPECT TO
THE SERVICE AND ANY PART THEREOF. COMPANY MAKES NO OTHER REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY DISCLAIMS ALL
OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT
THE SERVICE WILL OPERATE CONTINUOUSLY OR WILL BE UNINTERRUPTED OR ERROR-FREE, OR
THAT ANY ERRORS WILL BE CORRECTED.
4.4 The representations and warranties set forth in the EULA hereto shall not apply: (i) if the Service is not
used in accordance with the Documentation or the Agreement; or (ii) if Customer or a third party acting on
behalf of Customer is granted administrative access to the Service; or (iii) if Customer's internal system does
not employ industry standard latency levels; or (iv) to the extent that a defect is caused by or is contributed to
by Customer or a Customer third party; or (v) if the defect is caused by a third party database or other third
party software malfunction.
4.5 The parties expressly acknowledge that there are no intended or incidental third party beneficiaries to
this EULA other than ATS.
5. DATA MANAGEMENT
5.1 Company alone (and its licensors, where applicable) shall own all right, title and interest, including all
related intellectual property rights, in and to the Service (specifically excluding all Customer Data) and any
suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by
Customer or any other party relating to the Service provided to Company. This EULA is not a sale and does
not convey to Customer any rights of ownership in or related to the Service or the intellectual property rights
owned by Company. The Company name, logo, and product names associated with the Service are
trademarks of Company or third parties, and no right or license is granted to use them.
5.2 Company, in its sole discretion, reserves the right to supply new application Source Code for the Service
and all copies thereof in Customer's possession or control whenever a future Update provides for like
functionality in an object code format.
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5.3 Customer Data Backups. For purposes of a local onsite server database solution, the Customer is
responsible for maintaining a backup of Customer Data, and for all security requirements related to the
storing, accessing and use of the Customer Data. For purposes of an offsite, cloud-based or hosted database
solution, the Company is responsible for maintaining a backup of Customer Data and for an orderly and timely
recovery of such data in the event that the use of the Service may be interrupted. Unless otherwise agreed
between the parties in writing, Company shall maintain daily backups of all Customer Data that can be
recovered within twenty- four (24) hours. Additionally, Company shall use commercially reasonable efforts to
maintain the security of Customer Data.
5.4 Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that
compromises or is suspected to compromise the security, confidentiality, or integrity of Customer Data or the
physical, technical, administrative, or organizational safeguards put in place by Company that relate to the
protection of the security, confidentiality, or integrity of Customer Data ("Data Breach"), Company shall, as
applicable: (a) notify Customer as soon as practicable but no later than twenty-four (24) hours of becoming
aware of such occurrence; and (b) reasonably cooperate with Customer in investigating the occurrence,
including making available all relevant records, logs, files, data reporting, and other materials required to
comply with applicable law or as otherwise required by Customer; (c) perform or take any other actions
reasonably required to comply with applicable law as a result of the occurrence; (d), indemnify, defend, and
hold harmless Customer for any and all losses which may be suffered by, accrued against, charged to, or
recoverable from Customer in connection with the occurrence of a Data Breach that is caused directly and
exclusively by Company; (e) use commercially reasonable efforts to be responsible for recreating lost
Customer Data in the manner and on the schedule set by Customer without charge to Customer; and, (f)
provide to Customer a detailed plan within ten (10) calendar days of the occurrence describing the measures
Company will undertake to prevent a future occurrence.
5.5 Access, Use, & Legal Compulsion. Unless it receives Customer's prior written consent, Company: (i)
will not access or use Customer Data other than as necessary to facilitate the Service; and (ii) will not give
any third party access to Customer Data. Notwithstanding the foregoing, and only to the extent Company has
custody or control of any Customer Data, Company may disclose Customer Data as required by applicable
law or by proper legal or governmental authority. Company will give Customer prompt notice of any such legal
or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or
otherwise to contest such required disclosure, at Customer's expense.
The Customer will be responsible for compliance with all applicable local, state, and federal laws governing
the security, management, retention, access & control of Customer Data.
5.6 Customer's Rights. Customer possesses and retains all right, title, and interest in and to Customer
Data, and Company's access thereto is solely as Customer's agent and is expressly limited as set forth
herein.
5.7 Retention, Deletion, & Request for Data. Customer is responsible to make internal backups of all data
used by or hosted on any software/service-based server. Upon termination of this EULA, Customer is
responsible for retaining all Customer Data and shall permanently remove all such Customer Data from any
Company provided hardware or servers that are required to be returned to the Company at the termination of
the Agreement.
6. TERMINATION
6.1 This EULA shall terminate on the earlier of:
(a) the expiration of the Term as defined in Section 2.1;
(b) upon the mutual agreement of the parties; or
(c) e, upon written notice by either party, if the other party materially breaches any term of this EULA
and fails to cure such breach within thirty (30) days after receipt by the breaching party of written notice from
the non-breaching party describing such breach.
6.2 Upon termination or expiration of this EULA, (a) all use, rights and licenses granted to Customer
13
hereunder will immediately cease and forever terminate; and (b) each party will promptly return the other
party's Confidential Information.
6.4 Except as specifically provided herein or in the Agreement, if either party is entitled under local law or
otherwise for any special payment or termination indemnity as a consequence of termination or expiration of
this EULA, such party hereby waives and disclaims to the fullest extent permitted by law, any right to such
payment or indemnity.
7. LIABILITY
7.1 LIABILITY. EXCEPT AS SET FORTH IN THE AGREEMENT AND FOR THE INDEMNIFICATION
OBLIGATIONS SET FORTH IN THIS EULA, AND/OR ACTIONS INVOLVING OR RELATED TO EITHER
PARTY'S GROSS NEGLIGENCE NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS
OR ROYALTIES ARISING OUT OF THIS EULA OR ITS TERMINATION, WHETHER FOR BREACH OF
WARRANTY OR ANY OBLIGATION ARISING THERE FROM OR OTHERWISE, WHETHER LIABILITY IS
ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY)
AND IRRESPECTIVE OF WHETHER A PARTY HAS ADVISED OR HAS BEEN ADVISED OF THE
POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH PARTY HEREBY WAIVES ANY CLAIMS THAT
THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY.
7.2 INDEMNIFICATION. COMPANY AGREES TO AND SHALL RELEASE AND DEFEND, INDEMNIFY,
AND HOLD HARMLESS THE CUSTOMER, ITS AGENTS, EMPLOYEES, OFFICERS, AND LEGAL
REPRESENTATIVES (COLLECTIVELY THE "CITY") FROM ALL CLAIMS OR CAUSES OF ACTION
BROUGHT AGAINST THE CITY BY ANY THIRD PARTY, INCLUDING CONTRACTOR, ALLEGING THAT
THE CITY'S USE OF ANY EQUIPMENT, SOFTWARE, PROCESS, OR DOCUMENTS CONTRACTOR
FURNISHES DURING THE TERM OF THIS AGREEMENT INFRINGES ON A PATENT, COPYRIGHT, OR
TRADEMARK, OR MISAPPROPRIATES A TRADE SECRET OF SUCH THIRD PARTY. CONTRACTOR
SHALL PAY ALL COSTS (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, COURT COSTS,
AND ALL OTHER DEFENSE COSTS, AND INTEREST) AND DAMAGES AWARDED. CONTRACTOR
SHALL NOT SETTLE ANY CLAIM ON TERMS WHICH PREVENT THE CITY FROM USING THE
EQUIPMENT, SOFTWARE, PROCESS, AND DOCUMENTS WITHOUT THE CITY'S PRIOR WRITTEN
CONSENT. WITHIN 60 DAYS AFTER BEING NOTIFIED OF THE CLAIM OR IMMEDIATELY AFTER ANY
INJUNCTION OR OTHER RULING IS ISSUED PROHIBITING, PREVENTING, OR OTHERWISE LIMITING
THE CITY'S USE OF THE EQUIPMENT, SOFTWARE, PROCESS, OR DOCUMENTS, CONTRACTOR
SHALL, AT ITS OWN EXPENSE, EITHER (1) OBTAIN FOR THE CITY THE RIGHT TO CONTINUE USING
THE EQUIPMENT, SOFTWARE, PROCESS, AND DOCUMENTS OR, (2) IF BOTH PARTIES AGREE,
REPLACE OR MODIFY THEM WITH COMPATIBLE AND FUNCTIONALLY EQUIVALENT PRODUCTS. IF
NONE OF THESE ALTERNATIVES IS REASONABLY AVAILABLE, THE CITY MAY RETURN THE
EQUIPMENT, SOFTWARE, OR DOCUMENTS, OR DISCONTINUE THE PROCESS, AND CONTRACTOR
SHALL REFUND THE ENTIRE PURCHASE PRICE.
THE FOREGOING SHALL NOT APPLY TO THE EXTENT THAT ANY ALLEGED INFRINGEMENT DERIVES
FROM: (I) ANY USE OF EQUIPMENT OR SOFTWARE SUPPLIED BY CONTRACTOR DURING THE TERM
OF THIS AGREEMENT THAT IS NOT APPROVED, RECOMMENDED OR AUTHORIZED BY
CONTRACTOR; (II) ANY COMBINATION OF EQUIPMENT OR SOFTWARE THAT IS NOT SUPPLIED,
RECOMMENDED OR AUTHORIZED BY CONTRACTOR; (Ill) ANY MODIFICATION OR CUSTOMIZATION
OF EQUIPMENT OR SOFTWARE SUPPLIED BY CONTRACTOR DURING THE TERM OF THIS
AGREEMENT THAT IT NOT APPROVED, RECOMMENDED OR AUTHORIZED BY CONTRACTOR; OR,
(IV) THE CITY'S FAILURE TO PROMPTLY INSTALL OR FOLLOW ANY INSTRUCTIONS, UPDATES OR
UPGRADES TO ANY EQUIPMENT OR SOFTWARE SUPPLIED BY CONTRACTOR DURING THE TERM
OF THIS AGREEMENT
CUSTOMER AGREES TO HOLD HARMLESS, INDEMNIFY AND DEFEND COMPANY, TO THE FULLEST
EXTENT THEN CONTEMPLATED BY THE GOVERNING AND APPLICABLE LAW FOR ANY
ADMINISTRATIVE, LEGAL OR QUASI-JUDICIAL ACTION, THREATENED OR REALIZED ("ACTION"),
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INCLUDING, BUT NOT LIMITED TO ALLEGATIONS, CLAIMS, JUDGMENTS, AWARDS, COSTS,
EXPENSES, DAMAGES AND LIABILITIES OF WHATSOEVER KIND AND NATURE, INCLUDING
ATTORNEYS' FEES AND RELATED DEFENSE COSTS AND EXPENSES, WHICH MAY BE ASSERTED,
GRANTED, OR IMPOSED AGAINST COMPANY DIRECTLY OR INDIRECTLY ARISING FROM OR IN
CONNECTION WITH CUSTOMER'S MISUSE OR MISAPPROPRIATION OF COMPANY'S PRODUCTS OR
SERVICES OR UNAUTHORIZED REPRESENTATION OF THE PRODUCTS OR SERVICE OR ANY
BREACH OF THIS EULA BY CUSTOMER RELATED TO CUSTOMER'S RECEIPT AND USE OF THE
SOFTWARE.
7.3 COMPANY'S ENTIRE LIABILITY TO CUSTOMER UNDER THIS EULA, REGARDLESS OF
WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT OR TORT (INCLUDING
NEGLIGENCE) OR MISREPRESENTATION OR BREACH OF STATUTORY DUTY OR ANY DUTY UNDER
GENERAL LAW OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE TOTAL FEES PAID TO
COMPANY BY CUSTOMER IN CONNECTION WITH SCHEDULE 1 "SERVICE FEE SCHEDULE" OF THE
AGREEMENT.
7.4 COMPANY WILL NOT BE RESPONSIBLE UNDER THIS EULA FOR: (I) ANY ALTERATION OF
THE SERVICE MADE BY CUSTOMER TO FIT A PARTICULAR REQUIREMENT OF CUSTOMER NOT
INTENDED BY COMPANY; OR (II) THE CORRECTION OF ANY DEFECTS RESULTING FROM
CUSTOMER MODIFICATIONS; OR (III) THE RESULTS OF MISUSE OF THE SERVICE BY CUSTOMER
OR ITS AFFILIATES; OR (IV) PREPARATION OR CONVERSION OF DATA INTO THE FORM REQUIRED
FOR USE WITH THE SERVICE. COMPANY AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY
CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE SERVICE,
CUSTOMER'S USE OF THE SERVICE IN VIOLATION OF APPLICABLE LAW, AND/OR ANY THIRD-
PARTY SERVICE LICENSED HEREUNDER.
7.5 NOTHING IN THIS SECTION 7 IS INTENDED TO BE OR SHALL BE CONSTRUED TO BE A
WAIVER OF THE RIGHT TO SOVEREIGN IMMUNITY UNDER THE LAW.
8. GENERAL PROVISIONS:
8.1 Notices. Any notice to be given hereunder by either party to the other may be effected by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the respective party at the address appearing in the introductory paragraph of
this EULA. Notices delivered personally shall be deemed communicated at the time of actual receipt; mailed
notices shall be deemed communicated as of the third day following deposit in the United States mail.
8.2 Entire Agreement. This EULA, inclusive of the Agreement to which this is expressly incorporated
therein by reference, contains the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof, and supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the subject matter hereof. Any modification of this EULA will be
effective only if such modification is in writing signed by the party against whom enforcement of such
modification is sought.
8.3 Severability. If any provision of this EULA is invalid, illegal or unenforceable under any applicable
statute or applicable law, it is to that extent to be deemed omitted. The remainder of the EULA shall be valid
and enforceable to the maximum extent possible.
8.4 Governing Law. The laws of the State of Florida shall govern all questions relative to the
interpretation, construction, and enforcement of this EULA, without giving effect to the principles of conflict of
laws thereof. The parties agree that any relief commenced and deemed necessary in furtherance of the
protections afforded within this EULA, including any injunctive relief, shall be instituted in Orange County,
Florida and the United States District Court for the Middle District of Florida.
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8.5 Assignment. This EULA shall not be assignable or transferable by Customer without the prior written
consent of Company. Company reserves the right to assign this EULA to a successor or affiliate in its sole
discretion. The rights and obligations of Company under this EULA shall inure to the benefit of and shall be
binding upon the successors and assigns of Company.
8.6 Force Majeure. Neither party shall be responsible for delays or failure of performance resulting from
acts beyond the reasonable control of such party. Such acts shall include, but not be limited to, acts of God,
strikes, walkouts, riots, acts of war, terrorism, epidemics, failure of suppliers to perform, governmental
regulations, power failure, earthquake, or other disasters. If the anticipated or actual delay or non-
performance exceeds thirty (30) calendar days, the other party may immediately terminate the EULA by
giving notice of termination and such termination will be in addition to the other rights and remedies of the
terminating party under the EULA, at law or in equity.
8.7 Waiver. The waiver by either party of a breach of any provisions of this EULA by the other party shall
not operate or be construed as a waiver of any subsequent breach by such party.
8.8 Compliance with Laws. By accessing the Service, Customer confirms that this EULA and the
performance of any rights and obligations hereof:
(a) are not restricted by or contrary to any law or regulation applicable to the Customer;
(b) do not require registration or approval under the applicable laws governing Customer; and
(c)will not require termination payments or compulsory licensing under the applicable laws of Customer.
8.9 Counterparts. This EULA may be executed in counterparts, each of which may be original or
electronic and shall together constitute one and the same binding instrument.
9. All parties represent and warrant that, on the date first written above, they are authorized to enter into
this EULA in its entirety and duly bind their respective principals by their signatures below.
EXECUTED as of the Effective Date:
CINTEL, LLC CITY OF OCOEE, FL
By: By:
Name: Alan J. Farash Name:
Title: Chief Executive Officer Title:
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EXHIBIT 2
FORM OF NOTICE TO PROCEED
Reference is made to the Agreement for Automated License Plate Recognition Solution Services by and
between American Traffic Solutions, Inc. ("ATS") and the City of Ocoee, Florida ("Customer"), dated as of
(the "Agreement"). Capitalized terms used in this Notice to Proceed shall have the meaning
given to such term in the Agreement.
Customer hereby designates the procurement and deployment or installation of ALPR cameras at the
following designated locations.
Execution of this Notice to Proceed by Customer shall serve as authorization for the procurement and
deployment or installation of the ALPR cameras for all designated locations as follows:
1)
2)
3)
4)
5)
Customer understands that implementation and installation of any location is subject to a feasibility of
installation analysis, and if necessary, engineering results conducted by ATS and/or its subcontractor Cintel.
IN WITNESS WHEREOF, Customer has executed this Notice to Proceed as of the date written below.
CITY OF OCOEE, FLORIDA
By:
Name: Date
Title:
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC.
By:
Elizabeth Caracciolo Date
EVP/GM Government Solutions
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EXHIBIT 3
ALPR SOLUTION SCOPE OF SERVICES
Requirement Response
Email Support Response 24 hours (within technical telephone help desk
operating periods)
Technical Telephone Help Desk 08.00— 16.30 Monday through Friday Note:
Eastern Standard Time
Response to reported faults 24 hours (within technical telephone help desk
(Performance of remote diagnostic tests operating periods)
and determination of remedy)
On-site support(Inspection, Service and All repairs must be completed within three (3)
Repair of ALPR Equipment) Business Days after fault reported to Cintel.
Installation Completion 90 days from time of permit issuance
120 days from PO if no permit required
ATS (or its designated subcontractor) shall repair or replace all ALPR Equipment (including components),
which may be done with replacement parts, unless such damaged component has been the subject of (a)
improper handling or installation and repairs made by unauthorized persons, including the City; (b) misuse,
neglect, accident on behalf of the City (or persons acting on its behalf other than a party authorized by ATS or
Cintel); or(c) the City's violation of any term of this Agreement or the EULA.
Repair and replacement of poles and infrastructure shall be the responsibility of ATS for ATS owned
infrastructure, and the City for all non ATS-owned infrastructure.
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