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HomeMy WebLinkAboutReso 2008-1290 RESOLUTION NO. 2008- 1"2 qn, A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS (A TS) FOR THE INSTALLATION OF RED LIGHT CAMERAS, AT NO COST TO THE CITY, IN SUBSTANTIALLY THE SAME FORM AS THE AGREEMENT ATTACHED HERETO AS EXHIBIT "A", PROVIDING THAT ANY CHANGES ARE APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY THE CITY ATTORNEY; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach desires to see accidents and potential accidents significantly reduced in our City by educating drivers as to the need to observe traffic signals; and WHEREAS, the installation of red light cameras at the intersections on Collins A venue would give continuous video coverage to our Police Department; and WHEREAS, the City wishes to enter into an agreement with American Traffic Solutions (A TS) for the installation of red light cameras at intersections on Collins A venue at no cost to the City, in substantially the same form as the agreement attached hereto as Exhibit "A"; and '.' WHEREAS, the City will share in the revenues generated by the fines. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreement. The Agreement with American Traffic Solutions (A TS) for the installation of red light cameras at intersections on Collins A venue at no cost to the City, in substantially the same form as the agreement attached hereto as Exhibit "A", provided that agreement is approved as to form and legal sufficiency by the City Attorney. Section 2. Authorization of Mavor. The Mayor is hereby authorized to execute said Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate the terms of this resolution. Section 4. Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED this 1 ih day of July 2008. R2008- A TS Agmt to Install Red Light Cameras Page I of2 ATTEST: ~tM~~ Jane A. Hines, C C, CIty Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY .I~^^ ~_AA ~ ~~ Hans Ottinot, City Attorney Vote: 5_0 Mayor Norman S. Edelcup Vice Mayor Thaler Commissioner Brezin Commissioner Goodman Commissioner Scho II R2008- ATS Agmt to Install Red Light Camcras Pagc 2 of2 Moved by: CA)~ 8sR<tZ,1J Seconded by: Y, <t.~ ~(Y es) v(Yes) V(Yes) V(Y es) V (Yes) (No) _(No) (No) (No) (No) AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND.AMERICAN TRAFFIC SOLUTIONS FOR TRAFFIC SAFETY CAMERA PROGRAM This Agreement (this "Agree!p~lt') is 7Aade as of this _ day of July, 2008 by and between American Traffic Solutions, J!eC., a Dela~J~ Corporation, licensed to do business in Florida, with offices at 7681 East Gray Road Scottsdale, Arizona 85260 ("Vendor"), and the City of Sunny Isles Beach, a Florida municipality, with an address at 18070 Collins A venue, Sunny Isles Beach, Florida 33160 (the "City"). RECIT ALS WHEREAS, Vendor has exclusive knowledge, possession and ownership of certain equipment, licenses, applications, and Notice of Infraction processes related to the digital photo red light enforcement systems provided by Vendor pursuant to this Agreement; and WHEREAS, the City Commission adopted Ordinance ~mS-j11 which authorizes the City's Traffic Safety Camera Program (TSCP) and provides for the implementation and operation of such; and, WHEREAS, the City wishes to award the contract to Vendor under Section 62-13 of the City's Code of Ordinances, which authorizes the City to purchase services under a contract of another governmental agency or municipality that was awarded pursuant to competitive bids based on clearly defined specifications, and the instant contract is substantially in the form of the contract issued to the vendor by the City of A ventura, Florida pursuant to a competitive bid, specifically RFQ # 08 11 13 2, based on clearly defined specifications, and NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1.0 Definitions. All definitions set forth in Ordinance are incorporated herein. In addition, the following words and phrases shall have the following meanings in this Agreement: 1.1. "Authorized Employee" means the Traffic Control Infraction Review Officer, whose duties and qualifications are set forth in the City Ordinance. 1.2. "Authorized Infraction" means each Potential Infraction in the Infraction Data for which authorization to issue a Notice of Infraction in the form of an Electronic Signature is given by the Authorized Employee by using the Vendor System. 1.3. "City Ordinance" means Ordinance, as may be amended from time to time. Exhibit "A" 1.4. "Civil Fee" means the fee assessed for violations of the City Ordinance, as set forth in the Ordinance. 1.5. "Confidential or Private Information" means, with respect to any Person, any information, matter or thing of a secret, confidential or private nature, whether or not so labeled, which is connected with such Person's business or methods of operation or concerning any of such Person's suppliers, licensors, licensees, City's or others with whom such Person has a business relationship, and which has current or potential value to such Person or the unauthorized disclosure of which could be detrimental to such Person, including but not limited to: 1.5.1. Matters of a business nature, including but not limited to information relating to development plans, costs, finances, marketing plans, data, procedures, business opportunities, marketing methods, plans and strategies, the costs of construction, installation, materials or components, the prices such Person obtains or has obtained from its clients or City's, or at which such Person sells or has sold its services; and 1.5.2. Matters of a technical nature, including but not limited to product information, trade secrets, know-how, formulae, innovations, inventions, devices, discoveries, techniques, formats, processes, methods, specifications, designs, patterns, schematics, data, access or security codes, compilations of information, test results and research and development projects. For purposes of this Agreement, the term "trade secrets" shall mean the broadest and most inclusive interpretation of trade secrets. 1.5.3. Notwithstanding the foregoing, Confidential Information will not include information that: (i) is a public record, and not otherwise exempt, pursuant to Florida law; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure, (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission by any party hereto in breach of this Agreement, (iv) was subsequently lawfully disclosed to the disclosing party by a person other than a party hereto, (v) was required by a court of competent jurisdiction to be described, or (vi) was required by applicable state law to be described. 1.6. "Designated Intersection" means the Intersections, as that term is defined in the City Ordinance, set forth on Exhibit "A" attached hereto, and such additional Intersections, as Vendor and the City shall mutually agree from time to time through the parties' Project Managers. 1.7. "Electronic Signature" means the method through which the Authorized Employee indicates his or her approval of the issuance of a Notice of Infraction in respect of a potential Infraction using the Vendor System. Page 2 of31 1.8. "Enforcement Documentation" means the necessary and appropriate documentation related to the enforcement of Red Zone Infractions, as defined in the City Ordinance, including but not limited to warning letters, Notices of Infraction (using the specifications of the hearing officer ( also known as code enforcement Special Master) and the City, a numbering sequence for use on all notices (in accordance with applicable state statutes and the City's Ordinance), instructions to accompany each issued Notice of Infraction (including in such instructions a description of basic enforcement procedures, payment options and information regarding the viewing of images and data collected by the Vendor System), chain of custody records, criteria regarding operational policies for processing Notices of Infraction (including with respect to coordinating with the applicable vehicle registry), and technical support documentation for applicable hearing officers. 1.9. "Equipment" means any and all cameras, sensors, equipment, components, products, software and other tangible and intangible property relating to the Vendor Photo Red Light System(s), including but not limited to all camera systems, housings, sensor arrays, severs and poles. 1.10. "Governmental Authority" means any domestic or foreign government, governmental authority, court, tribunal, agency or other regulatory, administrative or judicial agency, commission or organization, and any subdivision, branch or department of any of the foregoing. 1.11. "Infraction" means any Infraction of the City's Ordinance. 1.12. "Infractions Data" means the images and other Infractions data gathered by the Vendor System at the Designated Intersection. 1.13. "Installation Date of the TSCP" means the date on which Vendor completes the construction and installation of at least one (1) Intersection in accordance with the terms of this Agreement so that such Intersection is operational for the purposes of functioning with the TSCP. 1.14. "Intellectual Property" means, with respect to any Person, any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the world, including but not limited to copyrights, moral rights and mask- works, (b) trademark and trade name rights and similar rights, (c) trade secrets rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature), whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing), of such Person, consistent with the definition of such terms in Florida Statutes. 1.15. "Notice of Infraction" shall mean the Notice of an Infraction, which is mailed or otherwise delivered by Vendor to the alleged violator on the appropriate Enforcement Page 3 of31 Documentation in respect of each Authorized Infraction pursuant to the requirements of the City Ordinance. 1.16. "Operational Period" means the period of time during the Term, commencing on the Installation Date, during which the TSCP is functional in order to permit the identification and the issuance of Notices of Infraction for approved Infractions using the Vendor System. 1.17. "Ordinance" shall mean City of Sunny isles beach Ordinance, as may be amended from time to time. 1.18. "Person" means a natural individual, company, Governmental Authority, partnership, firm, corporation, legal entity or other business association. 1.19. "Proiect Manager" means the project manager appointed by the City in accordance with this Agreement, which shall be the City Manager, or his designee and shall be responsible, on behalf of City, for overseeing the installation at the Designated Intersections and the implementation of the TSCP, and which manager shall have the power and authority to make management decisions relating to the City's obligations pursuant to this Agreement, including but not limited to change order authorizations, subject to any limitations set forth in the City's Charter or Ordinance or by the City Commission. 1.20. "Potential Infraction" means, with respect to any motor vehicle passing through a Designated Intersection, the data collected by the Vendor System with respect to such motor vehicle, which data shall be processed by the Vendor System for the purposes of allowing the Authorized Employee to review such data and determine whether a Red Zone Infraction has occurred. 1.21. "Proprietary Property" means, with respect to any Person, any written or tangible property owned or used by such Person in connection with such Person's business, whether or not such property is copyrightable or also qualifies as Confidential Information, including without limitation products, samples, equipment, files, lists, books, notebooks, records, documents, memoranda, reports, patterns, schematics, compilations, designs, drawings, data, test results, contracts, agreements, literature, correspondence, spread sheets, computer programs and software, computer print outs, other written and graphic records and the like, whether originals, copies, duplicates or summaries thereof, affecting or relating to the business of such Person, financial statements, budgets, projections and invoices. 1.22. "Vendor Marks" means all trademarks registered in the name of Vendor or any of its affiliates, such other trademarks as are used by Vendor or any of its affiliates on or in relation to TSCP at any time during the Term this Agreement, service marks, trade names, logos, brands and other marks owned by Vendor, and all modifications or adaptations of any of the foregoing. 1.23. "Vendor Proiect Manager" means the project manager appointed by Vendor in accordance with this Agreement, which project manager shall initially be named by the Page 4 of31 Vendor within 14 days of the execution of this Agreement or such person as Vendor shall designate by providing written notice thereof to the City from time to time, who shall be responsible for overseeing the construction and installation of the Designated Intersections and the implementation the TSCP, who shall have the power and authority to make management decisions relating to Vendor's obligations pursuant to this Agreement, including but not limited to change-order authorizations. 1.24. "Traffic Safety Camera Program" means, collectively, the TSCP provided by Vendor and all of the other equipment, applications, back office processes and digital red light traffic enforcement cameras, sensors, components, products, software and other tangible and intangible property relating thereto. 1.25. "Traffic Safety Camera Program" means the process by which the monitoring, identification and enforcement of Infractions of the Red Zone Infractions is facilitated by the use of certain equipment, applications and back office processes of Vendor, including but not limited to cameras, flashes, central processing units, signal controller interfaces and sensor arrays which, collectively, are capable of identifying Infractions and recording such Infraction data in the form of photographic images of motor vehicles. 1.26. "Photo Red Light Infraction Criteria" means the standards and criteria by which Potential Infractions will be evaluated by Authorized Employees of the City, which standards and criteria shall include, but are not limited to, the definition of a Red Zone Infraction set forth in the City Ordinance, relying upon the duration of time that a traffic light must remain red prior to an Infraction being deemed to have occurred, and the location(s) in an intersection which a motor vehicle must pass during a red light signal prior to being deemed to have committed a Infraction, all of which shall be in compliance with all applicable laws, rules and regulations of Governmental Authorities. 1.27. "Traffic Signal Controller Boxes" means the signal controller interface and detector, including but not limited to the radar or video loop, as the case may be. 1.28. "Warning Period" means the period of ninety (90) days after the effective date of the Ordinance authorizing the City's Traffic Safety Camera Program. 2.0 Term. The term of this Agreement shall commence as of the date hereof and shall continue for a period of five (5) years after the date of the first paid notice from the first installed System (the "Initial Term"). The City shall have the right, but not the obligation, to extend the term of this Agreement for up to two (2) additional, five (5) year periods following the expiration of the Initial Term (each, a "Renewal Term" and collectively with the Initial Term, the "Term"). The City may exercise the right to extend the term of this Agreement for a Renewal Term by providing written notice to Vendor not less than sixty (60) days prior to the last day of the Initial Term or the Renewal Term, as the case may be. 3.0 Services. Vendor shall provide the TSCP to the City, in each case in accordance with the terms and provisions of the Ordinance. Page 5 of31 3.1. Installation. With respect to the construction and installation of the Designated Intersection and the installation of the Vendor System at such Designated Intersection: the City and Vendor shall have the respective rights and obligations set forth on Exhibit "B" attached hereto. 3.2. Maintenance. With respect to the maintenance of the Vendor System at the Designated Intersections, the City and Vendor shall have the respective rights and obligations set forth on Exhibit "C "attached hereto. 3.3. Infraction Processing. During the Operational Period, Infractions shall be processed as set forth on Exhibit" D", attached hereto. 3.4. Prosecution. The City shall prosecute Ordinance violations in respect thereof pursuant to the terms, procedures and requirements of the City Ordinance, subject to City's routine law enforcement discretion. 3.5. Other Rights and Obligations. During the Term, in addition to all of the other rights and obligations set forth in this Agreement, Vendor and the City shall have the respective rights and obligations set forth on Exhibit "E" attached hereto. 3.6. Change Orders. The City may from time to time request changes to the work required to be performed or the addition of products or services to those required pursuant to the terms of this Agreement by providing written notice thereof to Vendor, setting forth in reasonable detail the proposed changes (a "Change Order Notice"). Upon Vendor's receipt of a Change Order Notice, Vendor shall deliver a written statement describing the effect, if any, the proposed changes would have on the terms set forth in Exhibit" E " (the "Change Order Proposal"), which Change Order Proposal shall include (i) a detailed breakdown of the charge and schedule effects, (ii) a description of any resulting changes to the specifications and obligations of the parties, (iii) a schedule for the delivery and other performance obligations, and (iv) any other information relating to the proposed changes reasonably requested by the City. Following the City's receipt of the Change Order Proposal, the parties shall negotiate in good faith and agree to a plan and schedule for implementation of the proposed changes, the time, manner and amount of payment or price increases or decreases, as the case may be, and any other matters relating to the proposed changes. Any failure of the parties to reach agreement with respect to any of the foregoing as a result of any proposed changes shall not be deemed to be a breach of this Agreement, and any disagreement shall be resolved in accordance with Section 16.0. 4.0 License; Reservation of Rights. 4.1. License. Subject to the terms and conditions of this Agreement, Vendor hereby grants the City, and the City hereby accepts from Vendor upon the terms and conditions herein specified, a non-exclusive, non-transferable license during the Term of this Agreement to: (a) solely within the City, access and use the Vendor System for the sole purpose of reviewing Potential Infractions and authorizing the issuance of Notices of Infraction pursuant to the terms of this Agreement, and to print copies of any content posted on the Vendor System in connection therewith, (b) disclose to the public Page 6 of31 (including outside of the City) that Vendor is providing services to the City in connection with TSCP pursuant to the terms of this Agreement, and (c) use and display the Vendor Marks on or in marketing, public awareness or education, or other publications or materials relating to the TSCP, so long as any and all such publications or materials are approved in advance by Vendor. 4.2. Reservation of Rights. The City hereby acknowledges and agrees that: (a) Vendor is the sole and exclusive owner of the Vendor System, the Vendor Marks, all Intellectual Property arising from or relating to the Vendor System, and any and all related Equipment provided under this Agreement, (b) the City neither has nor makes any claim to any right, title or interest in any of the foregoing, except as specifically granted or authorized under this Agreement, and ( c) by reason of the exercise of any such rights or interests of City pursuant to this Agreement, the City shall gain no additional right, title or interest therein. 4.3. Restricted Use. The City hereby covenants and agrees that it shall not (a) make any modifications to the Vendor System, including but not limited to any Equipment, (b) alter, remove or tamper with any Vendor Marks, (c) use any of the Vendor Marks in any way which might prejudice their distinctiveness, validity or the goodwill of Vendor therein, (d) use any trademarks or other marks other than the Vendor Marks in connection with the City's use of the Vendor System pursuant to the terms of this Agreement without first obtaining the prior consent of Vendor, or (e) disassemble, de-compile or otherwise perform any type of reverse engineering to the Vendor System, the Vendor System, including but not limited to any Equipment, or to any, Intellectual Property or Proprietary Property of Vendor, or cause any other Person to do any of the foregoing. 4.4. Protection of Rights. Vendor shall have the right to take whatever action it deems necessary or desirable to remedy or prevent the infringement of any Intellectual Property of Vendor, including without limitation the filing of applications to register as trademarks in any jurisdiction any of the Vendor Marks, the filing of patent application for any of the Intellectual Property of Vendor, and making any other applications or filings with appropriate Governmental Authorities. The City shall not take any action to remedy or prevent such protective activities, and shall not in its own name make any registrations or filings with respect to any of the Vendor Marks or the Intellectual Property of Vendor without the prior written consent of Vendor. 4.5. Infringement. The City shall use its reasonable best efforts to give Vendor prompt notice of any activities or threatened activities of any Person of which it becomes aware that infringes or violates the Vendor Marks or any of Vendor's Intellectual Property or that constitute a misappropriation of trade secrets or act of unfair competition that might dilute, damage or destroy any of the Vendor Marks or any other Intellectual Property of Vendor. Vendor shall have the exclusive right, but not the obligation, to take action to enforce such rights and to make settlements with respect thereto. 4.6. Infringing Use. The City shall give Vendor prompt written notice of any action or claim whether threatened or pending, against the City alleging that the Vendor Marks, or any other Intellectual Property of Vendor, infringes or violates any patent, trademark, Page 7 of31 copyright, trade secret or other Intellectual Property of any other Person, and the City shall render to Vendor such reasonable cooperation and assistance as is reasonably requested by Vendor in the defense thereof; provided, that Vendor shall reimburse the City for any reasonable costs, including without limitation attorneys fees and court costs, as well as City staff costs, incurred in providing such cooperation and assistance. If such a claim is made and Vendor determines in the exercise of its sole discretion, or a court or administrative proceeding of competent jurisdiction determines, that an infringement may exist, Vendor shall have the right, but not the obligation, to procure for the City the right to keep using the allegedly infringing items, modify them to avoid the alleged infringement or replace them with non-infringing items, all at no cost to the City. In addition, in such event, the City has the right, but not the obligation, to terminate this Agreement pursuant to paragraph 6.1. 5.0 Representations and Warranties. 5.1.Vendor Representations and Warranties. 5.1.1. Authority. Vendor hereby warrants and represents that: 5.1.1.1. it has all right, power and authority to execute and deliver this Agreement and perform its obligations hereunder; and, 5.1.1.2. to the extent legally required, Vendor has all ownership rights, licenses, or other required authority to use the software and hardware it installs to perform the services under this Agreement. 5.1.2. Professional Services. Vendor hereby warrants and represents that any and all services provided by Vendor pursuant to this Agreement shall be performed in a professional and workmanlike manner and, with respect to the installation of the Vendor System, subject to applicable law, in compliance with all specifications provided to Vendor by the City. 5.2. City Representations and Warranties. 5.2.1. Authority. The City hereby warrants and represents that it has all right, power and authority to execute and deliver this Agreement and perform its obligations hereunder; provided that Vendor acknowledges that the initial program is premised on being consistent with the requirements and authority of state law, applicable attorney general opinions, and the City's Ordinance, and City cannot and does not warrant the outcome of any judicial or legislative action that may be taken affecting these authorities subsequent to the execution of this Agreement. 5.3. Professional Services. The City hereby warrants and represents that any and all services provided by the City pursuant to this Agreement shall be performed in a professional and workmanlike manner in City's governmental capacity. Page 8 of31 6.0 Termination. 6.1. Termination for Cause: Either party shall have the right to terminate this Agreement immediately by written notice to the other if (i) state or federal statutes are amended, or regulations or policies are adopted by agencies with jurisdiction, to prohibit or materially change the operation of TSCP so as to make it reasonably impractical to operate the red light enforcement program, including without limitation changes that would prohibit the red light enforcement program, or which would impose restrictions on revenues and uses that are contrary to the terms of this Agreement; (ii) any court having jurisdiction over City rules, or declares, that the City's red light enforcement program is invalid or results from the Vendor System of photo red light enforcement are inadmissible in evidence, or otherwise renders a decision that makes it reasonably impractical to operate the red light enforcement program; (iii) a determination by a court of competent jurisdiction or other applicable dispute resolution forum that Vendor has infringed upon a third party's patent, trademark, copyright, trade secret or other intellectual property; (iv) the other party commits any material breach of any of the provisions of this Agreement; (v) Vendor's non- payment of revenues to City as required by this Agreement. In the event of a termination due to this Section, City shall be relieved of any further obligations to Vendor other than as specified herein. Either party shall have the right to remedy the cause for termination within forty-five (45) calendar days (or within such other time period as the City and Vendor shall mutually agree, which agreement shall not be unreasonably withheld or delayed) after written notice from the non-causing party setting forth in reasonable detail the events of the cause for termination. The rights to terminate this Agreement given in Section 6.1 shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach of this Agreement. 6.2 Warning Period. The Ordinance provides for a one time ninety (90) day Warning Period following the effective date of the Ordinance authorizing the City's Traffic Safety Camera Program, during which time courtesy notices of infractions, with no civil fees, are used. The parties hereto acknowledge that this Warning Period will be used to verify the reliability of the program and the detection of infractions, as well as to monitor anticipated changes in state law on the subject of camera enforcement of red light infractions. The Warning Period shall commence on the date the initial camera and the Infraction Processing procedures become operational, with the exact date to be confirmed in writing by the parties' Project Managers. At any time up to the conclusion of the initial Warning Period, the City, through a motion adopted by the City Commission, may terminate the TSCP, for any or no cause. The City shall not be liable for any costs or expenses incurred by Vendor during this Warning Period. If the City Commission determines to terminate the program pursuant to this paragraph, this Agreement shall be deemed terminated and the parties shall proceed pursuant to Section 6.3 below. In addition to the City's right to terminate during the Warning Period, for a period of thirty (30) calendar days after the expiration of the Warning Period, either party shall have the right to terminate the Agreement. Page 9 of 31 6.3 Procedures Upon Termination. This section 6.3 shall apply to the expiration of this Agreement and to the early termination of the Agreement. The termination of this Agreement shall not relieve either party of any liability that accrued prior to such termination. Except as set forth in this Section 6.3, upon the termination of this Agreement, all of the provisions of this Agreement shall terminate and: 6.3.1 Vendor shall (i) immediately cease to provide services, including but not limited to work in connection with the construction or installation activities and services in connection with the TSCP, (ii) promptly deliver to the City any and all Proprietary Property of the City provided to Vendor pursuant to this Agreement, (iii) promptly deliver to the City a final report to the City regarding the collection of data and the issuance of Notices of Infraction in such format and for such periods as the City may reasonably request, and which final report Vendor shall update or supplement from time to time when and if additional data or information becomes available, (iv) provide City all data pertaining to outstanding Civil Fee payments due and owing to City and potential payments due to Vendor, (v) provide City with its proposed schedule for the removal of the Vendor's equipment, at no cost to the City, from the City and once such schedule is approved by City Vendor shall remove such pursuant to the schedule; and (vi) provide such assistance as the City may reasonably request from time to time in connection with prosecuting and enforcing Notices ofInfraction issued prior to the termination of this Agreement. 6.3.2 The City shall (i), except for pending enforcement cases, immediately cease using the TSCP> accessing the Vendor System and using any other Intellectual Property of Vendor, and (ii) promptly deliver to Vendor any and all Proprietary Property of Vendor provided to the City pursuant to this Agreement, other than such equipment installed by Vendor along the roadways for the enforcement program. 6.3.3 Unless the City and Vendor have agreed to enter into a new agreement relating to the TSCP or have agreed to extend the Term of this Agreement, Vendor shall remove any and all Equipment or other materials of Vendor installed in connection with Vendor's performance of its obligations under this Agreement, at no cost to City, including but not limited to housings, poles and camera systems, and Vendor shall restore the Designated Intersections to substantially the same condition such Designated Intersections were in immediately prior to this Agreement, except for foundation removal, which shall be left approximately flush with grade and no exposed rebar, steel or other hazards, at no cost to City pursuant to the schedule agreed upon by the parties in section 6.3.1. 6.3.4 After the first three (3) years of this Agreement, City may provide for the early termination of this Agreement for City's convenience in the event that the City Commission determines to discontinue having a TSCP. In such event, the remaining provisions of section 6.3 shall apply. City shall have no further liability for any such early termination. The parties recognize that other provisions of this Agreement serve as consideration for this provision. Page 10 of31 7.0 Fees to be Paid to Vendor and Payment Processing. 7.1. Vendor shall have the right to receive the compensation set forth on, and pursuant to, Exhibit F attached hereto. 7.2. Vendor shall be responsible for processing payments of the Civil Fees. The Vendor shall provide payment means through mail, telephone and on-line processes. Vendor shall track all payments and handle all applied payments, unapplied payments, overpayments, refunds, adjustments, dismissals and reversals. 7.3. Vendor shall pay City all payments received during a calendar month, no later than the ih day of the next following month. 7.4. Vendor shall invoice the City for all applicable fees according to the fee schedule delineated on Exhibit "F". Along with the invoice, Vendor shall provide information to the City, in a format acceptable to the City, supporting the invoice amounts forwarded by Vendor to the City. In addition, City shall have access to the financial reporting functions of Vendor's system upon City's request. 8.0 Survival. Notwithstanding the foregoing, the parties' obligations shall survive the termination of the Agreement to the extent necessary to fulfill the parties' accrued monetary obligations under this Agreement. 9.0 Confidentiality. During the term of this Agreement and for a period of three (3) years thereafter, neither party shall disclose to any third person, or use for itself in any way for pecuniary gain, any Confidential Information learned from the other party during the course of the negotiations for this Agreement or during the Term of this Agreement, subject to the obligations and requirements of Florida's public records laws and public meetings law. Upon termination of this Agreement, each party shall return to the other all tangible Confidential Information of such party. Each party shall retain in confidence and not disclose to any third party any Confidential Information without the other party's express written consent, except (a) to its employees who are reasonably required to have the Confidential Information, (b) to its agents, representatives, attorneys and other professional advisors that have a need to know such Confidential Information, provided that such parties undertake in writing (or are otherwise bound by rules of professional conduct) to keep such information strictly confidential, and (c) pursuant to, and to the extent of, a request or order by any Governmental Authority, including laws relating to public records. 10.0. Indemnification. A TS shall comply with all laws, ordinances and regulations governing the use of photo enforcement systems applicable to this Agreement and shall comply with the maintenance procedures and manufacturer recommendations for operation of the Axsis™ equipment which affect this Agreement, and shall indemnify and save harmless the Customer against claims arising from the violations of the maintenance procedures and manufacturer recommendations for operation of the equipment as a result of the negligence or willful Page 11 of 31 misconduct of A TS, its officers and directors, agents, attorneys, and employees, but excluding any employees or agents of Customer. Indemnification - Negligence. The Vendor agrees to defend, indemnify and hold harmless the City, its trustees, elected and appointed officers, agents, servants and employees, from and against any and all claims, demands, or causes of action of whatsoever kind or nature, and the resulting losses, costs, expenses, reasonable attorneys' fees, liabilities, damages, orders, judgments, or decrees ("Losses"), sustained by the City or any third party arising out of, or by reason of, or resulting from the Vendor's negligent acts, errors, or omissions, except to the extent such Losses arise from the negligence of the City or City's employees, officers or agents. In the event that a court of competent jurisdiction determines that the provisions of Sec. 725.06, F.S., and / or Sec. 725.08 , F.S., apply to this Agreement, then, in such event, Vendor shall defend, indemnify and hold harmless City and City's officers, employees and agents only to the fullest extent authorized by said cited statutes. 10.1 Indemnification - Infringements. The Vendor shall indemnify City for all loss, damage, expense or liability including, without limitation, court costs and attorneys' fees that may result by reason of any infringement or claim of infringement of any patent, trademark, copyright, trade secret or other proprietary right relating to services furnished pursuant to this Agreement. The Vendor will defend and/or settle at its own expense, with legal counsel reasonably acceptable to the City, any action brought against the City to the extent that it is based on a claim that products or services furnished to City by the Vendor pursuant to this Agreement, or if any portion of the services or goods related to the performance of the service becomes unusable as a result of any such infringement or claim. Any infringement or claim that renders any portion of the services to be performed by this agreement to be unusable, or materially affects the Vendor's Red Light System as functionally described herein, shall be grounds for a default of this Agreement. 10.2 The parties recognize that various provisions of this Agreement, including but not necessarily limited to this Section, provide for indemnification to be provided by the Vendor and agree that in the event that the law is construed to require a specific consideration to be given therefore, the parties therefore agree that the sum ofTen Dollars and 00/1 00 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Vendor. Furthermore, the parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the Vendor's responsibility to indemnify for events occurring during the term of this Agreement for a period of not less than five (5) years after expiration or termination of the Agreement. 10.3 In the event that a court of competent jurisdiction or the State of Florida, including any of its agencies, orders or requires the City to return any payments made for infractions of the City Ordinance , Vendor shall, at no additional charge, assist City to perform all relevant portions of any such order, decree, judgment, etc., required to be Page 12 of 31 performed by the City including, but not limited to, assisting the City to locate each violator so that any ordered reimbursement may be made. 10.4 Notice of Claims. If the City or Vendor receives notice of any claim or circumstances which may give rise to an indemnified loss under this Section 10, the receiving party shall give written notice to the other party within ten (10) days of receipt. The notice must include the following: (a) a description of the indemnification event in reasonable detail, (b) the basis on which indemnification may be due, and (c) the anticipated amount of the indemnified loss. This notice does not estop or prevent the City from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. If the City does not provide this notice within the ten (10) day period, it does not waive any right to indemnification except to the extent that Vendor is directly prejudiced, suffers loss, or incurs expense because of the delay. 11.0 Independent Contractor. This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that the Vendor is an independent contractor under this Agreement and not the City's employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law. The Vendor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Vendor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Vendor, which policies of Vendor shall not conflict with City, or United States policies, rules or regulations relating to the use of Vendor's funds provided for herein. The Vendor agrees that it is a separate and independent enterprise from the City, that it has full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Vendor and the City and the City will not be liable for any obligation incurred by Vendor, including but not limited to unpaid minimum wages and/or overtime premiums. 12.0 Assignments; Amendments. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances, by either party, including without limitations purchases of controlling interest in Vendor or merger, without the prior written consent of the other party. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. Page 13 of 31 13.0 No Contingent Fees. Vendor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Vendor to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Vendor any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or Infraction of this provision, the City shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 14.0 Notices. Whenever any party desires to give notice unto any other party, it must be given by written notice, sent by certified United States mail, with return receipt requested, addressed to the party for whom it is intended, at the places last specified, and the places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this section. For the present, the VENDOR and the City designate the following as the respective places for giving of notice: John Szerlag, City Manager City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Phone: Fax: Copies To: Hans Ottinot, City Attorney City of Sunny Isles Beach Sunny Isles Beach, Florida 33160 Phone: Fax: Vendor: American Traffic Solutions, LLC. 7681 East Gray Road Scottsdale, AZ 85260 Attention: Chief Operating Officer 15.0 Audit Rights. Each of parties hereto shall have the right to audit the books and records of the other party hereto (the "Audited Party") solely for the purpose of verifying the payments, if any, payable pursuant to this Agreement. Any such audit shall be conducted upon not less than forty-eight (48) hours prior notice to the Audited Party, at mutually convenient times and during the Audited Party's normal business hours. Except as otherwise provided in this Agreement, the cost of any such audit shall be borne by the non-Audited Party. In the event any such audit establishes any underpayment of any payment payable by the Audited Party to the non-Audited Party pursuant to this Agreement, the Audited Party shall promptly pay the amount of the shortfall, and in the event that any such audit establishes that the Audited Party has underpaid any payment by more than ten percent (10%) of the amount actually owing, the cost of such audit shall be borne by the Audited Party. In the event any such audit establishes any Page 14 of31 SIB I overpayment by the Audited Party of any payment made pursuant to this Agreement, non- Audited Party shall promptly refund to the Audited Party the amount of the excess. 16.0 Dispute Resolution. Upon the occurrence of any dispute or disagreement between the parties hereto arising out of or in connection with any term or provision of this Agreement, the subject matter hereof, or the interpretation or enforcement hereof (the "Dispute"), the parties shall engage in informal, good faith discussions and attempt to resolve the Dispute. In connection therewith, upon written notice of either party, each of the parties will appoint a designated officer whose task it shall be to meet for the purpose of attempting to resolve such Dispute. The designated officers shall meet as often as the parties shall deem to be reasonably necessary. Such officers will discuss the Dispute. If the parties are unable to resolve the Dispute in accordance with this Section 16.0, and in the event that either of the parties concludes in good faith that amicable resolution through continued negotiation with respect to the Dispute is not reasonably likely, then the parties shall submit to arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. 17.0 Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 18.0 Headings. Headings herein are for the convenience of reference only and shall not be considered on any interpretation of this Agreement. 19.0 Exhibits. Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The exhibits shall be treated as part of this Agreement and are incorporated herein by reference. 20.0 Waiver. Failure of either party to insist upon strict performance of any covenant or condition of this Agreement, or to execute any right herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right, but the same shall remain in full force and effect. 21.0 Legal Representation. It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and, accordingly, the rule that a contract shall be interpreted strictly against the party preparing same shall not apply herein due to the joint contributions of both parties. Page 15 of31 SIB 22.0 Severability. If any provision of this Agreement or application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law, except that this provision shall not be deemed to deprive any party of any legal remedy, including termination. 23.0 Insurance. 23.1 Throughout the term of this Agreement, the Vendor agrees to maintain in force at their own expense insurance as follows: 23.1.1 Comprehensive General Liability insurance to cover liability for bodily injury and property damage. Exposures to be covered are premises, operations, products\completed operations, and contractual liability . Coverage must be written on an occurrence basis, with the following limits of liability A. Bodily Injury/Property Damage 1. 2. Each Occurrence $1,000,000 $1,000,000 Annual Aggregate B. Personal Injury 1. Annual Aggregate $1,000,000 23.1.2 Worker's Compensation Insurance shall be maintained during the life of this contract to comply with Florida statutory limits for all employees. The following limits must be maintained: A. B. Worker's Compensation Employer's Liability Statutory $100,000 each accident $500,000 Disease-policy limit $100,000 Disease-employee If Vendor claims to be exempt from this requirement, Vendor shall provide City proof of such exemption along with a written request for City to exempt Vendor, written on Vendor letterhead. 23.1.3 Comprehensive Auto Liability - coverage shall include owned, hired and non-owned vehicles. A. Bodily Injury and Property Damage combined single limit 1. Each Occurrence $1,000,000 Page 16 of31 SIB 2. Annual Aggregate $1,000,000 23.1.4 Professional Liability - $1,000,000. 23.1.5 Vendor shall name the City as an additional insured on each of the policies required herein, with the exception of the Vendor's Worker's Compensation policy and Professional Liability. 23.1.6 Certificates of Insurance, reflecting evidence of the required Insurance, shall be filed with the City's Risk Manager prior to the commencement of this Agreement. These Certificates shall contain a provision that coverage's afforded under these policies will not be canceled or impaired until at least forty five (45) days prior written notice has been given to the City. Policies shall be issued by companies authorized to do business under the laws of the State of Florida. Financial Ratings must not be less than "A- VI." Insurance shall be in force until the obligations required to be fulfilled under the terms of the Contract are satisfied. In the event the insurance certificate provided indicates that the insurance shall terminate and lapse during the period of this contract, then in that event, the Vendor shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage for the balance of the period of the contract and extension thereunder is in effect. 23.1. 7 Any insurance required of Vendor pursuant to this Agreement must also be required by any sub-contractor of Vendor in the same limits and with all requirements as provided herein, including naming the City as an additional insured, if any work is subcontracted unless such subcontractor is covered by the protection afforded by the Vendor and provided proof of such coverage is provided to City. The Vendor and any sub-contractor of Vendor shall maintain such policies during the term of this Agreement. 24.0 Governing Law. This Agreement shall be governed by the laws of the State of Florida with venue lying in Miami-Dade County, Florida. 25.0 Extent of Agreement. This Agreement represents the entire and integrated agreement between the City and the Vendor and supersedes all prior negotiations, representations or agreements, either written or oral. 26.0 Waiver of JUry Trial. In the event of any litigation between the parties which in any way arises out of this Agreement, the parties hereby agree to waive any right to trial by jury. 27.0 RFP. Vendor agrees to comply with any provisions of the RFP which are not in conflict with this Agreement, and to comply with and honor any written representations, clarifications and exceptions made by Vendor during the RFP process. Page 17 of31 SIB 28.0 Compliance with Law. Vendor shall comply with all applicable laws in the performance of its services hereunder, and represents that it possesses all required licenses and certifications to perform the services. 29.0 Most Favored Customer. The Vendor represents that the fees, charges, and/or costs paid to Vendor under this Agreement do not exceed the current fees, charges or costs paid to Vendor by other Florida cities, counties and/or municipalities for the same (or substantially similar) services described in this Agreement. In the event the stated fees, charges and/or costs charged to the City under this Agreement are determined to be higher, then said fees, charges and/or costs shall be reduced accordingly. In such an event, the Vendor agrees to offer the same (or lower) fees, charges and/or costs to the City as those charged to other Florida cities, counties and/or municipalities for the same (or substantially similar) services described in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this document as of the date mentioned above. WITNESSES: (M~~~,-,-J-.;;) ~ fgnat re / ~~6'Gr:.<-c-- -Sf-/Or,,-,<J Print ame ~~C. American Traffic Solutions,~. BY: ~ AVpm "'ur~ I ~II P / ~ WITNESSES: Signature Print Name Page 18 of31 SIB ATTEST: ; rman S. Edelcup, Mayor CITY OF SUNNY ISLES BEACH BY:~. ~ ~ . Jane A. Hines, CMC, City Clerk APPROVED AS TO FORM AND LEGAL S FIC ENCY Page 19 of31 SIB EXHIBIT" A" Designated Intersection Installation of any approach is subject to engineering and video analysis results. Additional approaches will be selected based on collision history, input and recommendations from the City's Police Department, and an engineering feasibility assessment. Vendor shall apply for a permit within sixty (60) days of the approval of this Agreement by the City Commission. Vendor will provide the City with video evaluation of candidate sites using the Axsis VIMS system to assist the City's Police Department in its recommendations. The program may be implemented at additional intersections after the conclusion of the Warning Period. The intersections will be designated by the Police Department, which designation will be based upon Police Department staff review and an engineering analysis. Page 20 of 31 SIB EXHIBIT "B" Construction and Installation Obligations Timeframe for Installation: Traffic Safety Camera Program Vendor will have each specified intersection installed and activated in phases in accordance with an implementation plan to be mutually agreed to by Vendor Traffic Systems and the City Manager. Vendor will use reasonable commercial efforts to install the system in accordance with the schedule set forth in the implementation plan that will be formalized upon project commencement. Vendor will use reasonable commercial efforts to install and activate all specified intersection within forty-five (45) days subsequent to receipt of all permits required by section 1.4 of this Exhibit B. 1. Vendor Obligations. Vendor shall do or cause to be done each of the following (in each case, unless otherwise stated below, at Vendor's sole expense): 1.1. Appoint the Vendor Project Manager and a project implementation team consisting of between one (1) and four (4) people to assist the Vendor Project Manager; 1.2. Request current "as-built" electronic engineering drawings for the Designated Intersections (the "Drawings") from the County traffic engineer; 1.3. Develop and submit to the City for approval construction and installation specifications in reasonable detail for the Designated Intersection, including but not limited to specifications for all radar sensors, pavement loops, electrical connections and traffic controller connections, as required; and 1.4. Seek approval from the relevant Governmental Authorities having authority or jurisdiction over the construction and installation specifications for the Designated Intersection (collectively, the "Approvals"), which will include compliance with City permit applications. 1.5. Seek rights from private property owners, as necessary for the placement of System Equipment at designated intersections where Governmental Authorities have jurisdiction over the designated intersection and adjacent rights of right of way, and such governmental Entity denies authority to Vendor for the installation of its equipment. 1.6. Finalize the acquisition of the Approvals; 1.7. Submit to the City a public awareness strategy for the City's consideration and approval, which strategy shall include media and educational materials for the City's approval or amendment according to the A TS proposal (the "Awareness Strategy"); Page 21 of31 SIB 1.8. Develop the Red Light Infraction Criteria in consultation with the City; 1.9. Develop the Enforcement Documentation for approval by the City, consistent with the requirements of the City Ordinance; 1.10. Install warning signs at designated intersections pnor to commencement of Warning Period in accord with exhibit E. 1.11. Complete the installation and testing of all necessary Equipment, including hardware and software, at the Designated Intersections (under the supervision of the City); 1.12. Cause an electrical sub-contractor to complete all reasonably necessary electrical work at the Designated Intersections, including but not limited to the installation of all related Equipment and other detection sensors, poles, cabling, telecommunications equipment and wiring, which work shall be performed in compliance with all applicable local, state and federal laws and regulations; 1.13. Install and test the functionality of the Designated Intersections with the Vendor System and establish fully operational Infraction processing capability with the Vendor System; 1.14. Implement the use of the Vendor System at each of the Designated Intersections; 1.15. Deliver the Materials to the City; 1.16. Issue Notices of Infraction, and if the civil penalty is unpaid or the alleged violator requests a hearing, issue Notices of Hearing for Authorized Infractions pursuant to City Ordinance; 1.17. Obtain access to the records data of the Department of Motor Vehicles In Vendor's capaCity as needed for the program; and, 1.18. Vendor shall provide training for personnel of the City, including, but not limited to, the persons who City shall appoint as Authorized Employees and other persons involved in the administration of the TSCP, regarding the operation of the Vendor System and the TSCP. This shall include training with respect to the Vendor System and its operations, strategies for presenting Infractions Data in court and judicial proceedings and a review of the Enforcement Documentation; 1.19. Interact with court and judicial personnel, including the City's hearing officer to address issues regarding the implementation of the Vendor System, the development of a subpoena processing timeline that will permit the offering of Infractions Data in hearings and judicial proceedings, and coordination between Vendor, the City and the City's Hearing officer; and 1.20. Provide reasonable public relations resources and media materials to the City in the event that the City elects to conduct a public launch of the TSCP. Page 22 of31 SIB L 1.21. Notice of Infraction processing and Notice of Infraction re-issuance, as well as notice of hearing. 2. CITY OBUGA TIONS. The City shall do or cause to be done each of the following (in each case, unless otherwise stated below, at City's sole expense): 2.1.1. Appoint the Project Manager; 2.1.2. Assist Vendor in obtaining the Drawings from the relevant Governmental Authorities; 2.1.3. Notify Vendor of any specific requirements relating to the construction and installation of any Intersection or the implementation of the TSCP; 2.1.4. Assist Vendor in seeking the Approvals 2.1.5. Provide reasonable access to the City's properties and facilities in order to permit Vendor to install and test the functionality of the Designated Intersections and the TSCP; 2.1.6. Provide reasonable access to the personnel of the City and reasonable information about the specific operational requirements of such personnel for the purposes of performing training; 2.1.7. Seek approval or amendment of Awareness Strategy and provide written notice to Vendor with respect to the quantity of media and program materials (the "Materials") that the City will require in order to implement the Awareness Strategy during the period commencing on the date on which Vendor begins the installation of any of the Designated Intersection and ending six (6) months after the Installation Date; 2.1.8. Assist Vendor in developing the Red Light Infraction Criteria; and 2.1.9. Seek approval of the Enforcement Documentation. 2.1.10. The City shall, on a form provided by Vendor, provide verification to the State Department of Motor Vehicles, National Law enforcement Telecommunications System, or appropriate authority indicating that Vendor is acting as an Agent of the Customer for the purposes of accessing vehicle ownership data pursuant to the list of permissible uses delineated in the Drivers Privacy Protection Act 18 U.S.C. ~ 2721, Section (b) (1) and as may otherwise be provided or required by any provision of applicable state law. 2.1.11. If feasible, and only after all necessary approvals have been obtained from utilities and other governmental entities with jurisdiction, City shall allow Vendor to access power from existing power sources at no cost to City and shall allow or facilitate access to traffic signal phase connections to a pull box, pole base, or controller cabinet nearest to each Camera System within the City's jurisdiction. Page 23 of31 S/8 2.1.12. The Police Department shall process each potential violation in accordance with State Laws and/or City Ordinances within seven (7) business days of its appearance in the Police Review Queue, using Axsis™ to determine which violations will be issued as Citations or Notices of Violation or as soon as reasonably practical in the event of technical difficulties, power outages, or other circumstances beyond the City's control, or with the consent or approval of Vendor for extension. 2.1.13. City shall provide access to the internet for the purpose of processing violations and adjudications. 2.1.14. Vendor shall, at no additional cost to the City , provide Police Department / Adjudication workstation computer monitors for citation review and approval which should provide a resolution of 1280 x 1024, which shall be returned to Vendor in the event the Agreement is terminated. 2.1.15. For optimal data throughput, Police Department / Adjudication workstations should be connected to a high-speed internet connection with bandwidth of T -lor greater. Vendor will coordinate directly with the City's Information Technology (IT) Department on installation and implementation of the computerized aspects of the program. 2.1.16. Police Department shall provide signatures of all authorized police users who will review events and approve citations on forms provided by Vendor. 2.1.17. In the event that remote access to the A TS Axsis VPS System is blocked by City's network security infrastructure, the City's IT Department and the counterparts at A TS shall coordinate to facilitate appropriate communications access while maintaining required security measures. Page 24 of31 SIB EXHIBIT "C" Maintenance 1. All repair and maintenance of Traffic Safety Camera Program systems and related equipment will be the sole responsibility of Vendor, including but not limited to maintaining the casings of the cameras included in the Vendor System and all other Equipment in reasonably clean and graffiti-free condition. 2. Vendor shall not open the Traffic Signal Controller Boxes without a representative of Miami- Dade County Traffic Engineering present. 3. The provision of all necessary communication, broadband and telephone serVIces to the Designated Intersections will be the sole responsibility of the Vendor 4. The provision of all necessary electrical services to the Designated Intersections will be the sole responsibility of the Vendor. 5. In the event that images of a quality suitable for the Authorized Employee to identify Infractions cannot be reasonably obtained without the use of flash units, Vendor shall provide and install such flash units. 6. The Vendor Project Manager (or a reasonable alternate) shall be available to the City's Project Manager each day. Page 25 of31 SIB EXHIBIT "D" Infraction Processing 1. All Infractions Data shall be stored on the Vendor System; 2. The Vendor System shall process Infractions Data gathered from the Designated Intersection into a format capable of review by the Authorized Employee via the Vendor System; 3. The Vendor shall make the initial determination that the image meets the requirements of the Ordinance and this Agreement, and is otherwise sufficient to enable the City to meets its burden of demonstrating a violation of the Ordinance. If the Vendor determines that the standards are not met, the image shall not be processed any further. 4. The Vendor System shall be accessible by the Authorized Employee through a virtual private network in encrypted format by use of a confidential password on any computer equipped with a high-speed internet connection and a web browser; 5. Vendor shall provide storage capabilities for the City to store infractions identified for prosecution for a period of time of not less than four (4) years after final disposition of a case. 6. Vendor shall provide the Authorized Employee with access to the Vendor System for the purposes of reviewing the pre-processed Infractions Data within seven (7) days of the gathering of the Infraction Data from the applicable Designated Intersections. 7. The City shall cause the Authorized Employee to review the Infractions Data and to determine whether a Notice of Infraction shall be issued with respect to each Potential Infraction captured within such Infraction Data, and transmit each such determination to Vendor using the software or other applications or procedures provided by Vendor on the Vendor System for such purpose. VENDOR HEREBY ACKNOWLEDGES AND AGREES THAT THE DECISION TO ISSUE A NOTICE OF INFRACTION SHALL BE THE SOLE, UNILATERAL AND EXCLUSIVE DECISION OF THE AUTHORIZED EMPLOYEE AND SHALL BE MADE IN SUCH AUTHORIZED EMPLOYEE'S SOLE DISCRETION (A "NOTICE OF INFRACTION DECISION"), AND IN NO EVENT SHALL VENDOR HAVE THE ABILITY OR AUTHORIZATION TO MAKE A NOTICE OF INFRACTION DECISION; 8. With respect to each Authorized Infraction, Vendor shall print and mail a Notice of Infraction within seven (7) days after Vendor's receipt of such authorization from the City's Authorized Employee; provided, however, during the Warning Period, warning Infraction notices shall be issued in respect of all Authorized Infractions; 9. Vendor shall provide a toll-free telephone number, at its sole expense, for the purposes of answering citizen inquiries. 10. Vendor shall permit the Authorized Employee to generate monthly reports using the Vendor Standard Report System. Page 26 of31 SIB 11. Upon Vendor's receipt of a written request from the City and in addition to the Standard Reports, Vendor shall provide, without cost to the City, reports regarding the processing and issuance of Notices of Infraction, the maintenance and downtime records of the Designated Intersections and the functionality of the Vendor System with respect thereto to the City in such format and for such periods as the City may reasonably request, without cost to the City; 12. Upon Vendor's receipt ofa written request from the City at least fourteen (14) calendar days in advance of a hearing, Vendor shall provide expert witnesses for use by the City in prosecuting Infractions, before the City's hearing officer, at no cost to the City; 13. Vendor shall provide such training to City personnel as shall be reasonably necessary in order to allow such personnel to act as expert witnesses on behalf of the City with respect to the Red Light Enforcement Program. However, if a specific case requires testimony on the technical aspects of the equipment, upon City's request Vendor shall provide the City with an expert in the hearing in that case at no cost to the City. 14. During the Warning Period, Vendor shall implement a public relations program, in coordination with the City and upon City's approval, at no cost to the City in accordance with the elements included in Vendor's proposal dated November 13,2007. 15. Notice of Infraction Form. Vendor shall prepare and provide to City a Notice of Infraction Form that provides, at a minimum, the following information: a. name and address of the owner of the vehicle involved in the infraction; b. the registration number of the vehicle involved in the infraction; c. a citation to the City's Ordinance violated; d. the location of the intersection where the infraction occurred; e. the date and time of the infraction; f. a copy of the recorded image of the infraction; g. the amount of fee and charges imposed and the date by which the fee and charges must be paid or appealed; h. instructions on all methods of payment for the fee; 1. a clear statement of the time limit to file an appeal and describing the procedure for appealing the infraction; J. a statement that the City's traffic infraction officer has reviewed and observed the recorded images evidencing the violation of the Ordinance and has found reasonable and probable grounds to believe that an infraction has occurred and can identify the license tag number of the violating vehicle; and, Page 27 of31 SIB --l k. a conspicuous statement, printed on larger font than the remaining statements on the Notice of Infraction, and bolded, stating that if the owner of the vehicle fails to pay the civil fee within the time allotted, or fails to timely appeal the infraction, the owner shall be deemed to have waived his or her right to contest the infraction, and has admitted to the infraction reflected in the Notice of Infraction. 16. Vendor agrees that the City shall have the right to review and approve the form Notice of Infraction prior to its use, and that in the event City determines additional information should be included in the Notice of Infraction, Vendor shall modify the Notice of Infraction form, at its sole expense, to comply with those requirements. 17. For any City using A TS lockbox or epayment services, Vendor will establish a demand deposit account bearing the title, "American Traffic Solutions, Inc. as agent for Customer" at U.S. Bank. All funds collected on behalf of the Customer will be deposited in this account and transferred by wire the first business day of each week to the Customer's primary deposit bank. The Customer will identify the account to receive funds wired from U.S. Bank. If desired, Customer will sign a W-9 and blocked account agreement, to be completed by the Customer, to ensure the Customer's financial interest in said U.S. Bank account is preserved. 18. Vendor is authorized to charge, collect and retain a convenience fee of $4.00 each for electronic payments processed. Such fee is paid for by the violator. Page 28 of31 SIB Exhibit "E" Additional Rights and Obligations Vendor and the City shall respectively have the additional rights and obligations set forth below: 1. Vendor shall assist the City in public information and education efforts, including but not limited to the development of artwork for utility bill inserts, press releases and schedules for any public launch of the TSCP, as offered in the Vendor's proposal. 2. Vendor shall be solely responsible for installing such Signage as required by City Ordinance. The Vendor shall be solely responsible for the fabrication of any signage, notices, or other po stings required pursuant to any law, rule, or regulation of any Governmental Authority ("Signage"), including, but not limited to, the City and County Ordinances, State Statutes, and Florida Department of Transportation (FDOT) Regulations and shall assist in determining the placement of such Signage. Vendor shall be responsible for obtaining all necessary approvals from Governmental Authorities. 3. The Vendor Project Manager and the Project Manager shall meet on a weekly basis during the period commencing as of the date of execution hereof and ending on the termination of the Warning Period Date, and on a monthly basis for the remainder of the Term, at such times and places as the Vendor Project Manager and the City Project Manager shall mutually agree. 4. The City shall not access the Vendor System or use the TSCP Program in any manner other than prescribed by law and which restricts or inhibits any other Person from using the Vendor System or the Vendor Photo Enforcement Program with respect to any Intersection constructed or maintained by Vendor for such Person, or which could damage, disable, impair or overburden the Vendor System or the Vendor Photo Enforcement Program, and the City shall not attempt to gain unauthorized access to (i) any account of any other Person, (ii) any computer systems or networks connected to the Vendor System, or (iii) any materials or information not intentionally made available by Vendor to the City by means of hacking, password mining or any other method whatsoever, nor shall the City cause any other Person to do any of the foregoing. 5. The City shall maintain the confidentiality of any username, password or other process or device for accessing the Vendor System or using the TSCP. 6. Each of Vendor and the City shall advise each other in writing with respect to any applicable rules or regulations governing the conduct of the other on or with respect to the property of such other party, including but not limited to rules and regulations relating to the safeguarding of confidential or proprietary information, and when so advised, each of Vendor and the City shall reasonably follow any and all such rules and regulations. 7. The City shall promptly reimburse Vendor for the cost of repairing or replacing any portion of the Vendor System, or any property or equipment related thereto, damaged solely and Page 29 of31 SIL directly by the City, or any of its employees, contractors or agents. In all other instances, such costs shall be solely the Vendor's costs. Page 30 of31 J'/8 EXHIBIT "F" COMPENSATION & PRICING Per Paid Fee There will be no charge to City during the Warning Period, and Vendor shall not receive any compensation for any notices sent during the Warning Period. At the conclusion of the Warning Period, and once Notices of Infractions are issued, Vendor shall be compensated as follows: Per Camera Paid Notices 1 st Tier Fee: First 2 paid notices per day in a month, per camera $47.50 2nd Tier Fee: Next 2 paid notices per day in a month, per camera $27.50 3rd Tier Fee All other paid notices in a month, per camera $17.50 If the average number of paid notices is 2 or fewer per day in a month, per camera the Vendor shall receive all revenues collected for the billing period. Vendor shall have the right of first refusal to provide collections services for this program, the collection methods and compensation for which shall be determined by the parties in an addendum to this Agreement. Page 31 of 31 ~/6> ~ ACORD,.. CERTIFICA TE OF LIABILITY INSURANCE Page I DATE 1 of 2 08/18/2008 PRODUCER 877-945-7378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Willis North America, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 26 Century Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. O. Box 305191 Nashville, TN 372305191 INSURERS AFFORDING COVERAGE NAIC# INSURED American Traffic Solutions, Inc. , INSURER A: National Fire Insurance Company of Hartfo 20478- 076 7681 E Gray Road INSURERB: National Fire Insurance Company of Hartfo 20478-002 Scottsdale, AZ 85260 INSURER C: Illinois Union Ins. Co. 27960-001 INSURER D: I INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ~~~ TYPE OF INSURANCE POLICY NUMBER Pgk+~Y~~~5;QyVf P8~feY'~:'~D'Wr<r LIMITS LTR A X ~NERAL UABILITY 2092249865 11/17/2007 11/17/2008 EACH OCCURRENCE $ l_I_O_QJL.JULL .lL 3MERCIAL GENERAL LIABILITY ~~~~f{,H?E~~~nce\ $ 500,~ - CLAIMS MADE [i] OCCUR MED EXP (Anyone person) $ 15 LOjlO_ - PERSONAL & ADV INJURY $ 1,000,..Q.QL - GENERAL AGGREGATE $ 2, 000 ,JULL ~N'L AGGRE~E LIMIT APAS PER: PRODUCTS - COMP/OP AGG $ 2,. 000 LOJLL PRO. POLICY X JECT LOC B X ~TOMOBILE UABIUTY 2097360568 11/17/2007 11/17/2008 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ~ ANY AUTO f-- ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) f-- ~ HIRED AUTOS BODIL Y INJURY $ ~ NON.OWNED AUTOS (Per accident) f-- PROPERTY DAMAGE $ (Per accidenl) RRAGE UABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONL Y: AGG $ OESS/UMBRELLA LIABIUTY EACH OCCURRENCE $ OCCUR D CLAIMS MADE AGGREGATE $ $ R DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND I T1J~ntJNs I 10TH- EMPLOYERS' UABIUTY ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ C OTHERProfessiona1 Liab G2363272A002 11/17/2007 11/17/2008 Technology & Internet E&O $2,000,000. Each Claim/Aggregate Retention $ 50,000. Each Claim Retro Active Date 11 /17 /2006 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESlEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Contractual Liability is included under General Liability policy. It is agreed that City of Sunny Isles Beach, FL is included as an Additional Insured as respects to General Liability and Automobile Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR City of Sunny Isles Beach, FL 18070 Collins Avenue Sunny Isles Beach, FL 33160 ACORD 25 (2001/08) Coll:2448390 @ ACORD CORPORATION 1988 /' Page 2 of 2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) Coll:2448390 Tpl:805831 Cert:11185943 ACORDr~ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDNY) 08/16/2008 PRODUCER Serial # A24435 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION AON RISK SERVICES, INC. OF FLORIDA ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1001 BRICKELL BAY DRIVE, SUITE #1100 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. MIAMI, FL 33131-4937 COMPANIES AFFORDING COVERAGE PHONE: 800-743-8130 FAX: 800-522-7514 COMPANY A AMERICAN HOME ASSURANCE COMPANY INSURED COMPANY ADP TOTALSOURCE II, INC, B 10200 SUNSET DRIVE MIAMI, FL 33173 COMPANY 'AL TERNATE EMPLOYER: C AMERICAN TRAFFIC SOLUTIONS I A TS COMPANY I 0 COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR POLICY NUMBER DATE (MMIDDIYY) DATE (MMIDDIYY) GENERAL LIABILITY GENERAL AGGREGATE $ - COMMERCIAL GENERAL LIABILITY PRODUCTS-COM~OPAGG $ - ~ CLAIMS MADE D OCCUR PERSONAL & ADV INJURY $ - OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ - FIRE DAMAGE (Anyone fire) $ - MED EXP (Anyone person) $ AUTOMOBILE LIABILITY - COMBINED SINGLE LIMIT $ ANY AUTO - ALL OWNED AUTOS BODILY INJURY $ - SCHEDULED AUTOS (Per person) - HIRED AUTOS BODILY INJURY - $ NON-OWNED AUTOS (Per accident) - - PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ - ANY AUTO OTHER THAN AUTO ONLY: e- EACH ACCIDENT $ 1- AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ R UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM $ 1 we STATU- I fJK- WORKER'S COMPENSATION AND WC 3699947 AZ 07/01/2008 07/01/2009 X TORY LIMITS ER A EMPLOYERS' LIABILITY EL EACH ACCIDENT $ 1,000,000 THE PROPRIETOR! RINCL EL DISEASE - POLICY LIMIT $ 1,000,000 PARTNERSJEXECUT1VE OFFICERS ARE: EXCL EL DISEASE - EA EMPLOYEE $ 1,000,000 OTHER DESCRIPTION OF OPERATlONS/LOCATIONSNEHICLESlSPECIAL ITEMS ALL WORKSITE EMPLOYEES WORKING FOR THE ABOVE NAMED CLIENT COMPANY, PAID UNDER ADP TOTAL SOURCE, INC'S PAYROLL, WILL BE COVERED UNDER THE ABOVE STATED POLICY. 'THE ABOVE NAMED CLIENT IS AN ALTERNATE EMPLOYER UNDER THIS POLICY. WEST CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF SUNNY ISLES BEACH, FL EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 18070 COLLINS AVENUE 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, SUNNY ISLES BEACH, FL 33160 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES, AUTHORIZED REPRESENTATIVE I AON RISK SERVICES, INC. OF FLORIDA ACORD 25-5 (1195) @ACORDCORPORATION 1988 ~ American ......, Traffic Solutions~ 480,443.7000 _ Fax: 480.596.4501 _ www,atsol.com _ 7681 East Gray Road _ Scottsdale, AZ 85260 August 28, 2008 Ms. Priscilla Walker, CMC Deputy City Clerk City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 RE: Traffic Safety Camera Program Agreement between Sunny Isles Beach, Florida and American Traffic Solutions Inc. Dear Ms. Walker: Enclosed are two original partially-executed versions of the above-referenced Agreement signed by Adam Tuton, Executive Vice President, COO on behalf of American Traffic Solutions. Also enclosed are Certificates of Insurance in compliance of Section 23.0 of the Agreement. Please retum our fully- executed original to the following address: Mr. Adam Tuton American Traffic Solutions 7681 East Gray Road Scottsdale, AZ 85260 Please let me know if you have any questions or if I may be of further assistance. Very truly yours, American Traffic Solutions, Inc. .~-;fv~~ Linda Welsch Executive Assistant to Adam Tuton, Executive Vice President, COO Enclosures ~ TO: VIA: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax (305) 792-1 773 Engineering Department (305) 792-1614 Fax City Commission Norman S. Edelcup, Mayor Lewis J. Thaler, Vice Mayor Roslyn Brezin, Commissioner Gerry Goodman, Commissioner George "Bud" Scholl, Commissioner A. John Szerlag, City Manager Hans Ottinot, City Attorney Jane A. Hines, City Clerk MEMORANDUM Honorable Mayor and Commission John Szerlag, City Manager Jorge Vera, Assistant City Manager Rick Conner, Director of Public Works July 17,2008 Approval of Agreement with American Traffic Solutions (A TS) for the Installation of Red Light Cameras RECOMMENDATION It is recommended that the City consider the attached entering into an agreement with A TS, at no cost to the City, for the installation of Red Light Cameras. REASONS There has been concern for some time now about drivers ignoring the traffic signals on Collins A venue and in particular, running the red lights. The staff has been analyzing the available options to see how we could address this concern. We believe the best option is to utilize the company that has been selected by our neighbor cities on the west and on the south. We all agree that this would give continuous video coverage to our police departments, as well as getting a benefit of scale. Under these programs, the company installing the system pays all of the costs and then shares in the revenues generated by the fines. It is our desire to see accidents and potential accidents significantly reduced by educating drivers as to the need to observe traffic signals. ADDITIONAL INFORMATION There is no cost for this project. There will be no annual operation and maintenance costs. The expected time for completion is winter 2008. Funding available: D\A\~ Approval: \(J\M~ City Manager IDE- l-II-Dg: Agenda Item No.: Finance Department Cover Memo A TS Red Light Cameras Agrmt Commission Meeting Date: City Commission NorrnCln S. Edelcup Mayor Lewis J. Thaler Vice Moyor Roslyn Brezin COfl1rl)issioner GerTY Goodman Commissioner George "Bud" Scholl Commissioner A. John Szerlag City Manager Hans Ottinot City Attorney Jane A. Hines City Clerk September 10, 2008 Mr. Adam Tuton Executive Vice President, COO American Traffic Solutions, Inc. 7681 East Gray Road Scottsdale, AZ 85260 Re: Approval of Traffic Safety Camera Program Agreement Dear Mr. Tuton: At its regular meeting of July 17,2008, the City Commission adopted Resolution No. 2008-1290, which approved an agreement with American Traffic Solutions for the installation of red light cameras. at no cost to the City. Enclosed are a fully-executed original Agreement and a copy of the approving resolution for your files. Thank you. ~rul: yours, ~<!.. 00" LO~ Priscilla Walker, CMC Deputy City Clerk Enclosures cc: Rick Conner, Public Works and Engineering Director Office of the City Clerk (305) 792-1703 Phone (305) 949-3113 Fax American Tramc Solutions Red Light Exec ^grmt Ltr