2012-91 PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement which includes the attached Exhibits ("this Agreement") is
between American Traffic Solutions, Inc. (herein "ATS"), with its principal place of business at 1330 West
Southern Avenue, Tempe, Arizona, and the City of Clermont, Florida (herein "Customer"), with principal
offices at 685 W. Montrose Street, Clermont, Florida. This Agreement sets forth the terms and conditions
under which ATS will furnish the Services described herein to Customer.
WITNESSETH:
WHEREAS, ATS has the exclusive knowledge, possession and ownership of certain equipment,
licenses, and processes for the enforcement of red-light violations through the use of traffic infraction
detectors, as defined in Section 316.003(86) of the Florida Statutes, referred to collectively as the "Axsis
System" (herein the "Axsis System"); and
WHEREAS, CUSTOMER desires to use the Axsis System to monitor and enforce traffic
violations and to issue citations for said traffic violations; and
WHEREAS, CUSTOMER awarded this Agreement to ATS pursuant to the CUSTOMER'S
purchasing procedures, which permit the CUSTOMER 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 this Agreement is substantially in the form of the contract, as amended, issued
to ATS by the City of Davie, Florida pursuant to a competitive bid, RFP No. B-10-125, based on clearly
defined specifications.
The attached Exhibits include:
Exhibit A SERVICE FEE SCHEDULE
Exhibit B SCOPE OF WORK
Exhibit C INITIAL CAMERA LOCATIONS
Exhibit D DMV SUBSCRIBER AGREEMENT
By signing below, each of us agrees to the terms and conditions of this Agreement, which includes the
attached Exhibits. This Agreement contains the complete and exclusive statement of the agreement
between us relating to the matters referenced herein and replaces any prior oral or written
representations or communications between us. Each individual signing below represents that (s)he has
the requisite authority to execute this Agreement on behalf of the organization which (s)he represents and
that all the necessary formalities have been met. If the individual is not so authorized then (s)he assumes
personal liability for compliance under this Agreement.
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFF£.O Ti CITY OF CLERMONT, FLORIDA ir
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This Agreement is effective upon the last date as shown on this cover page(the "Effective Date").
I: DEFINITIONS
i
As used in this Agreement, the following words and terms shall, unless the context otherwise
requires, have the respective meanings provided below:
1. °Approach": One (1) direction of travel on a road or a traffic intersection, including up to four(4)
contiguous lanes controlled by up to two(2)signal phases.
2. "Business Hours". Eight (8) hours per day, Monday through Friday, excluding weekends and
holidays.
3 "Camera System" or °Camera": A photo-traffic monitoring device consisting of one (1) rear
camera, strobe, and traffic monitoring device capable of accurately detecting a traffic infraction on
up to four (4) contiguous lanes which records such data with one (1) or more images of such
vehicle. "Camera System"shall, where the context requires, also include any enclosure or cabinet
and related appurtenances in which the equipment is stationed.
4. "Change Order Notice": Written notice from Customer'requesting changes to the work required
to be performed or the addition of products or services to those required to the terms of this
Agreement, setting forth in reasonable detail the proposed changes.
5. °Change Order Proposal': A written statement from ATS describing the cost of the changes to
the work or addition of products or services requested by Customer in a Change Order Notice.
6. °Citation": A citation or notice of violation or equivalent instrument issued by a competent state,
county or municipal law enforcement agent or agency or by a court of competent jurisdiction
relating to a violation documented or evidenced by Axsis.
7. °Eligible Cameras": Cameras for which ATS has been billing Customer for a minimum period of
twelve(12)months.
•
8. "Fees": The amount payable by Customer to ATS for equipment, services, and maintenance as
set forth in Exhibit"A".
9. "Notice to Proceed': Written confirmation from Customer that ATS may proceed with the
installation of a given Camera System.
10. °Owner"• The owner(s) of a motor vehicle as shown by the motor vehicle registration records of
the motor vehicle department or the analogous agency of another state or country
11. "Person" or "Persons": Any individual, partnership, joint venture, corporation, trust,
unincorporated association, governmental authority or political subdivision thereof or any other
form of entity.
12. "Project Time Line": The initial schedule and timelines required to begin the implementation of
Customer's project, as mutually agreed upon by the Parties
13. "Start Date": The first day of the month following the date on which the first Citation is issued
from the last camera installed under this Agreement, notwithstanding any Change Order Notices.
14. °Violation"• A failure to obey an applicable traffic law or regulation, including, without limitation,
failure to obey a traffic signal, operating a motor vehicle in excess of the posted speed limit, or
operating a motor vehicle without valid insurance.
II. GENERAL TERMS AND CONDITIONS
1. ATS AGREES TO PROVIDE: The scope of work identified in Exhibit B, Section 1.
2. CUSTOMER AGREES TO PROVIDE: The scope of work identified in Exhibit B, Section 2.
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Professional Services Agreement Page 2 of 19
1
3 TERM AND TERMINATION:
3.1 The term of this Agreement shall be for three (3) years beginning on the date of first
issued Notice of Violation from the last installed Camera System in the first authorized
phase of Camera Systems (the "Start Date"). This Agreement will automatically extend
for consecutive two(2) year terms. However, Customer may terminate this Agreement at
the expiration of any term by providing written notice of its intent not to extend the
Agreement sixty(60)days prior to the expiration of the current term.
3.2 ATS'services may be terminated
(i) By mutual written consent of the Parties,
(ii) For Cause, by either Party where the other Party fails in any material way to perform
its obligations under this Agreement. Termination under this subsection is subject to
the condition that the terminating Party notifies the other Party of its intent to
terminate, stating with reasonable specificity the grounds therefore, and the other
Party fails to cure the default within forty-five (45) days after receiving written notice
In the event of Termination by ATS under this subsection for breach by Customer,
Customer shall pay ATS an early termination fee based on a price of $120,000 per
Camera System amortized over sixty (60) months on a straight-line basis The
amortization schedule for said costs shall be reduced by 1160th for each month each
Camera System is installed. Said another way, for every month a camera is installed,
$2,000 will be subtracted from the total $120,000 early termination fee for each
Camera System. Example. Customer signs Agreement in March of year 1 and
installs one(1)Camera System that same month. ATS terminates the Agreement for
breach by Customer in January of year 5 Fifty-eight (58) of the sixty (60) months
having been depreciated, Customer would owe ATS$4,000($2,000 x 2)for the early
termination fee
(iii) For Legal Reasons, the use of the camera system contemplated herein is rendered
unlawful or unenforceable by any court of flaw or pursuant to applicable state or
federal law. Provided, however, that termination shall not be effective until, with
regard to an order entered in a proceeding in which Customer has been included as
a named party, and after the exhaustion of all legal action by the Customer and ATS
seeking to overturn the court order that rendered the use of red light safety cameras
unlawful. The Customer shall have no obligation to pay ATS a fee for any period
when it is unlawful to issue Citations. The term of the Agreement shall be suspended
during any period in which the Customer is not obligated to pay ATS and such time
period shall be added to the term of the Agreement once it becomes lawful for the
Customer to issue Citations. In the event of termination pursuant to this Subsection
3.2(iii), the Parties shall take the following actions set forth in Subsection 3 3 below,
which survive termination during the wind-down period. This Subsection 3.2(iii) shall
not apply to this Agreement or any Camera Systems grandfathered under state or
federal legislation. In any termination for legal reasons, ATS shall retain its fees paid
up to the date of termination, but the Customer shall in no event be responsible for
the payment of any of ATS'fees or costs in excess of program revenue.
3 3 Upon termination of this Agreement for any reason, the Parties recognize that Customer
will have to process traffic law violations in the "pipeline", and that ATS accordingly must
assist Customer in this regard. Accordingly, the Parties shall take the following actions,
and shall have the following obligations, which survive termination during the wind-down
period: Customer shall cease using the Axsis System, shall return or allow ATS to
recover all provided equipment within a reasonable time not to exceed ninety(90) days,
and shall not generate further images to be processed. Unless it is unlawful to do so,
ATS shall, for a period of ninety (90) days, continue to process all images taken by the
Customer before termination and provide all services associated with processing in
accordance with this Agreement and shall be entitled to a monthly fee of $2,750 per
camera.
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Professional Services Agreement Page 3 of 19
4 ASSIGNMENT:
Neither Party may assign all or any portion of this Agreement without the prior written consent of
the other, which consent shall not be unreasonably withheld or delayed However, for business
financing purposes, ATS may sell, assign, transfer or convey any interest in this Agreement in
whole or in part without the written consent of the Customer.
5 FEES AND PAYMENT:
5.1 Customer shall pay for all equipment, services and maintenance based on the fee
schedule indicated in the Exhibit A, Schedule 1 ("Fees").
5.2 Customer shall pay all Fees due ATS based upon invoices from the preceding month
within thirty(30) days of submission. Late payments are subject to interest calculated at
1 5% per month on open balances If Customer is more than sixty(60)days past due on
payments to ATS, ATS may, in its sole discretion, either(i) withhold all transfers/sweeps
of violation payments to Customer until Customer becomes current on its payments or(ii)
exercise any other remedies pursuant to Section 3 of this Agreement for non-payment of
Service Fees by Customer
5.3 ATS' Fees will be fixed for the first two (2) years of the first term; thereafter, unit prices
will increase annually by two percent(2%)per annum.
5.4 Flexible Payment Plan. During the term of the contract, payments by the Customer may
be made to ATS under a Flexible Payment Plan if the total funds collected by the
Program are insufficient to cover the Fees due ATS Under the Flexible Payment Plan,
the Customer may defer certain payments to ATS until the Customer 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 Customer to pay the balance
then due to ATS, ATS 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
Customer according to the distribution methods applicable under this contract and
applicable state law
This clause will be applied as follows.
ATS will maintain an accounting of any net balances owed to ATS. If the total amount of
funds collected from all Camera Systems combined during a month exceeds the amount
of ATS invoices during the same period, the Customer shall pay ATS the total amount
due. If the total amount of funds collected from all Camera Systems combined during a
billing period is less than the amount of ATS invoices during the same period, the
Customer shall pay ATS the amount collected, and may defer payment of the remaining
balance. Payments due to ATS shall be reconciled by applying future funds collected,
first to the accrued balance, and then to the invoice for the current billing period. At any
time that ATS invoices, including any accrued balance, are fully repaid, the Customer will
retain all additional funds collected during that billing period. Such additional funds
(whether reserved in cash or not by the Customer) will be available to offset future ATS
invoices.
Flexible Payment Plan — Limitations. This provision shall not apply if: (1) the City elects
not to enforce all legally enforceable red light Violations subject to the following good
practices• a notice of violation issued for failure to stop at a red light before making a right
turn shall be issued by an officer after considering the following factors that would
indicate the turn was not made in careful or prudent manner: (A) the operator of the
motor vehicle failed to yield to a pedestrian or bicyclist, (B) the operator of the motor
vehicle put a pedestrian or bicyclist in danger of injury as a result of the right turn, (C)the
operator of the motor vehicle failed to yield to another vehicle or on-coming traffic; or(D)
the operator of the motor vehicle did not substantially reduce the speed of the motor
vehicle prior to making the right turn; (2)the Customer elects not to pursue collections on
unpaid Violations when contractually obligated to do so; (3)the Customer directs ATS to
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Professional Services Agreement Page 4 of 19
install a camera at a site where violation rates are projected by ATS to be below the rate
required by ATS for an acceptable installation; (4) the Customer waives and/or fails to
timely process, on an annualized basis, more than ten percent (10%) of valid Violations
forwarded to the Police for acceptance according to the business rules defined by the
Customer prior to the start of the program; or(5) if Customer does not provide ATS with
access to an accurate accounting of monthly Uniform Traffic Citation(UTC)payments.
6 SITE SELECTION ANALYSIS:
Prior to implementing the Axsis System, ATS may conduct an analysis of each intersection
Approach being considered for a Camera System For any Approach recommended by the
Customer, ATS may install a Camera System if a constructability analysis concludes an
installation is feasible. However, where traffic violation data does not meet ATS' minimum traffic
requirements for an Axsis System, monthly fees for such Camera System are not eligible for the
Flexible Payment plan provisions specified in section 5.4 of this Agreement. ATS makes no
representations or warranties that any violation rate estimates will be predictive of actual future
traffic violation rates.
7. COMMUNICATION OF INFORMATION:
ATS will comply with reasonable requests for information obtained by ATS through operation of
the Axsis System. ATS reserves the right to assess a fee for such services
8 CONFIDENTIAL INFORMATION: ,
No information given by ATS to Customer will be of confidential nature, unless specifically
designated in writing as proprietary and confidential by ATS or deemed confidential by operation
of law Provided, however, nothing in this paragraph shall be construed contrary to the terms and
provisions of any "Open Records Act" or similar laws, insofar as they may be applicable ATS
shall not use any information acquired by this program with respect to any violations or
Customer's law enforcement activities for any purpose other than the program.
9. OWNERSHIP OF SYSTEM:
It is understood by Customer that the System being installed by ATS is, and shall remain, the sole
property of ATS, unless separately procured from ATS through a lease or purchase transaction.
The System is being provided to Customer only under the terms and for the term of this
Agreement
10. INDEMNIFICATION AND INSURANCE:
10.1 Indemnification by ATS. Subject to Section 10.3, ATS agrees to indemnify the Customer
and its managers, officers, directors, employees, agents, representatives and successors
(individually a "Customer Party" and collectively, the "Customer Parties") against all
liabilities, obligations, losses, damages, penalties and judgments (collectively, "Losses"),
which may be imposed on or incurred by any Customer Party arising out of or related to the
gross negligence or willful misconduct of ATS, its employees or agents which result in
death or bodily injury to any natural person (including third parties) or any damage to any
real or tangible personal property(including the personal property of third parties), except
to the extent caused by the gross negligence or willful misconduct of any Customer Party.
10 2 Indemnification by Customer. Subject to Section 10.3, to the extent permitted by law, the
Customer hereby agrees to indemnify ATS and its affiliates, shareholders or other interest
holders, managers, officers, directors, employees, agents, representatives and successors,
permitted assignees and all Persons acting by, through, under or in concert with them
(individually an "ATS Party" and collectively, the "ATS Parties") against any and all Losses
which may be imposed on or incurred by any ATS Party arising out of or related to the
gross negligence or willful misconduct of the Customer, its employees, contractors or
agents which result in death or bodily injury to any natural person(including third parties)or
any damage to any real or tangible personal property (including the personal property of
third parties), except (i) to the extent caused by the gross negligence or willful misconduct
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Professional Services Agreement Page 5 of 19
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of ATS; (ii) any claim, action or demand (a "Claim") not caused by ATS' failure to perform
its obligations under this Agreement, (iii) any Claim, not related to a defect in the operation
of the Axsis System, challenging the Customer's use of the Axsis System, or any portion
thereof; (iv) any Claim, not related to a defect in the operation of the Axsis System,
challenging the validity of the results of the Customer's use of the Axsis System, or any
portion thereof; or (v) any Claim, not related to a defect in the operation of the Axsis
System challenging the validity of the Citations issued, prosecuted and collected as a result
of the Customer's use of the Axsis System, or any portion thereof The foregoing
indemnification provisions, shall not in any manner, be construed or be deemed a waiver of
any sovereign immunity right that Customer may enjoy at law, the full extent of which is
expressly reserved.
10.3 Indemnification Procedures. In the event of any Claim in respect of which any Party hereto
seeks indemnification from the other, the Party seeking indemnification (the "Indemnified
Party") shall give the Party from whom indemnification is sought (the "Indemnifying Party")
written notice of such Claim promptly after the Indemnified Party first becomes aware
thereof; provided, however, that failure to give such notice shall not preclude
indemnification with respect to such Claim except to the extent of any additional or
increased Losses or other actual prejudice directly caused by such failure. The
Indemnifying Party and the Indemnified Party shall cooperate in the defense or settlement
of any Claim; and no Party shall have the right to enter into any settlement agreement, or
make any admissions of liability, without first: (a) notifying the other Party; (b) obtaining its
written consent concerning any statements or conduct; and (c) permitting that Party's
participation in settlement negotiations to ensure that said settlement agreement does not
materially affect the other Party's ability to assert any claims or defenses against the
involved third-party (or third-parties) to such settlement, or bind the other Party without its
consent Each Party acknowledges that their respective insurance providers may have the
right to participate in such settlement negotiations.
10.4 Insurance. ATS shall maintain the following minimum scope and limits of insurance'
10.4 1 Commercial General Liability Insurance,'including coverage for bodily injury,
property damage, premises and operations, products/completed operations,
personal and advertising injury, and contractual liability with a combined single limit
of$1,000,000 per occurrence.
10.4.2 Workers' Compensation as required by applicable state law and Employer's
Liability Insurance with limits of not less than $500,000 each accident ATS shall at
all times maintain Worker's Compensation insurance coverage in the amounts
required by law, but shall not be required to provide such coverage for any actual
or statutory employee of Customer.
10.4.3 Comprehensive Business Automobile Liability Insurance for all owned, non-owned
and hired automobiles and other vehicles used by ATS with a minimum $1,000,000
per occurrence combined single limit bodily injury and property damage.
10 4.4 The Customer and its officers and employees, shall be named as additional
insured on the comprehensive general liability policies provided by ATS under this
Agreement. ATS shall require any subcontractors doing work under this Agreement
to provide and maintain the same insurance, which insurance shall also name the
Customer and its officers, employees, and authorized volunteers as additional
insureds.
10.4.5 Certificates showing ATS is carrying the above described insurance, and
evidencing the additional insured status specified above, shall be furnished to the
Customer within thirty (30) calendar days after the Effective Date of this
Agreement. Such certificates shall show that the Customer will be notified in
accordance with the policy language relating to cancellations of such insurance
policies. ATS shall forthwith obtain substitute insurance in the event of a
cancellation.
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Professional Services Agreement Page 6 of 19
10 4 6 The Customer shall be responsible for vehicle insurance coverage on any vehicles
driven by Customer employees. Coverage will include liability and collision
damage
10 5 Limited Liability. Notwithstanding anything to the contrary in this Agreement, neither Party
shall be liable to the other, by reason of any representation or express or implied warranty,
condition or other term or any duty at common or civil law, for any indirect, incidental,
special, lost profits or consequential damages, however caused and on any theory of
liability, arising out of or relating to this Agreement.
11 STATE LAW TO APPLY/VENUE:
This Agreement shall be construed under and in accordance with the laws of the State of Florida
Venue for any action to enforce either party's rights hereunder, shall be exclusively in Lake
County Circuit Court or the Middle District of the United States District Court.
12 DISPUTE RESOLUTION:
All disputes arising out of or in connection with the Agreement shall be attempted to be settled
through good-faith efforts between senior management of both Parties, followed if necessary
within thirty(30) days by professionally-assisted mediation. Any mediator so designated must be
acceptable to each Party. The mediation will be conducted as specified by the mediator and
agreed upon by the Parties. The Parties agree to discuss their differences in good faith and to
attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute The
mediation will be treated as a settlement discussion and therefore will be confidential. The
mediator may not testify for either Party in any later proceeding relating to the dispute.
Recordings and/or transcripts of the mediation proceedings shall be made in accordance with
Florida State Law. Each Party will bear its own costs in the mediation. The fees and expenses of
the mediator will be shared equally by the Parties.
12.1 Failing resolution through negotiation or mediation, any remaining dispute shall be
submitted to binding arbitration in accordance with the Arbitration Rules for Professional
Accounting and Related Services Disputes of the American Arbitration Association ("AAA
Rules") before a single arbitrator. The place of arbitration will be mutually agreed upon
within 14 days of a decision to seek arbitration. Limited discovery will be permitted in
connection with the arbitration upon agreement of the Parties upon a showing of
substantial need by the Party seeking discovery.
12.2 The arbitrator's decision shall follow the plain and natural meaning of the relevant
documents, and shall be final and binding The arbitrator will have no power to award.
(i) damages inconsistent with the Agreement;or,
(ii) punitive damages or any other damages not measured by the prevailing Party's
actual damages, and the Parties expressly waive their right to obtain such damages
in arbitration or in any other forum
12.3 All aspects of the arbitration will be confidential. Neither the Parties nor the arbitrator may
disclose the existence, content or results of the arbitration, except as necessary to
comply with legal or regulatory requirements.
12 4 Each Party will promptly pay its share of all arbitration fees and costs, provided that such
fees and costs shall be recoverable by the prevailing Party as determined by the
arbitrator If a Party fails to pay such share promptly upon demand, the arbitrator shall,
upon written request by the other Party, enter a final and binding decision against the
nonpaying Party for the full amount of such share, together with an award of attorney's
fees and costs incurred by the other Party in obtaining such decision, which decision may
be entered in any court of competent Jurisdiction. Except for the failure of a Party to pay
arbitration fees and costs that requires resort to the arbitrator to order such payment, the
Parties will bear their own attorneys'fees in any matter or dispute under this Agreement.
13. CHANGE ORDERS:
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Professional Services Agreement Page 7 of 19
The Customer may from time to time request changes to the work required to be performed or the
addition of products or services to those required to the terms of this Agreement by providing a
Change Order Notice". Upon ATS' receipt of a Change Order Notice, ATS shall deliver a written
statement describing the cost, if any(the "Change Order Proposal") Following the Customer'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. In the event that any proposed change involves only the addition of
equipment or services to the existing Designated Intersection Approaches or the addition of
Intersection Approaches to be covered by the terms of this Agreement, to the maximum extent
applicable, the pricing terms set forth in Exhibit A shall govern 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 12("Dispute Resolution")of this Agreement. Such Change Order shall not invalidate
the procurement process or this Agreement nor relieve or release ATS or the Customer of any of
its obligations under this Agreement unless stated therein.
14 AMENDMENTS TO THE AGREEMENT:
The Parties may from time to time consider it in its best interest to modify or extend the terms,
conditions or covenants of this Agreement or require changes in the scope of services to be
performed by ATS, or request ATS to perform additional services regardless of and without
invalidating the process that was used to procure the services;enumerated under this Agreement.
Any such change, addition, deletion, extension or modification, including any increase or
decrease in the amount of ATS' compensation, must be agreed upon by and between Customer
and ATS incorporated in written amendments (herein "Amendments") to this Agreement. Such
Amendments shall not invalidate the procurement process or this Agreement nor relieve or
release ATS or Customer of any of its obligations under this Agreement unless stated therein
15. LEGAL CONSTRUCTION:
In case any one or more of the provisions contained in this Agreement shall for any reason be
held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and this Agreement shall be construed
as if such invalid, illegal, or unenforceable provision had not been contained herein. This
Agreement shall be enforced to the maximum extent possible so as to give effect to the intent of
the Parties and shall be reformed without further action by the Parties to the extent necessary to
make such provision valid and enforceable herein.
16. PRIOR AGREEMENT SUSPENDED:
This Agreement constitutes the sole and only agreement of the Parties and supersedes any prior
understanding, written or oral, between the Parties respecting the written subject matter
17. NO AGENCY:
ATS is an independent contractor providing services to Customer, and the employees, agents
and servants of ATS shall in no event be considered to be the employees, agents or servants of
Customer. This Agreement is not intended to create an agency relationship between ATS and
Customer.
18. FORCE MAJEURE:
Neither Party will be liable to the other or be deemed to be in breach of this Agreement for any
failure or delay in rendering performance arising out of causes beyond its reasonable control and
without its fault or negligence. Such causes may include but are not limited to, acts of God or the
public enemy, terrorism, significant fires, floods, earthquakes, epidemics, quarantine restrictions,
strikes, freight embargoes, unusually severe weather, or governmental authorities approval
delays which are not caused by any act or omission by ATS. The Party whose performance is
affected agrees to notify the other promptly of the existence and nature of any delay
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Professional Services Agreement Page 8 of 19
19. TAXES:
In the event that any excise, sales or other taxes are due relating to this Agreement, Customer
will be responsible for the payment of such taxes
20. NOTICES:
Any notices or demand which, under the terms of this Agreement or under any statute, must or
may be given or made by ATS or Customer shall be in writing and shall be given or made by
personal service, telegram, first class mail, FedEx, or by certified or registered mail to the Parties
at the following address:
TO THE CUSTOMER: TO ATS:
City of Clermont, Florida American Traffic Solutions, Inc.
685 W Montrose Street 7681 East Gray Road
Clermont, Florida 34711 Scottsdale, Arizona 85260
Attention: Attention: Chief Operating Officer
[REMAINDER OF PAGE INTENTIONALLY t3LANK]
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Professional Services Agreement Page 9 of 19
EXHIBIT A
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 $4,750
(Plus certified mail processing surcharge of$4 per piece metered for mailing
Uniform Traffic Citations, no return receipt)
Option 2: Lane based pricing
(Plus certified mail processing surcharge of$4 per piece metered for mailing
Uniform Traffic Citations no return receipt)
• For 1 or 2 lanes $3,750
• For 3 or 4 lanes $4,750
• For 5 or 6 lanes $5,750
Service Fees Include: Service Fees: Service Fee includes all costs required and associated
with one rear-only Camera System installation, maintenance, and on-going field and back-
office operations. 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,
First Class mailing of notice of violation with return envelope, mailing of second notice (as
needed), lockbox and epayment processing services, excluding user convenience fee, IVR call
center support for general program questions and public awareness program support. This
pricing applies to all cameras installed within the first twelve (12) months of the term of this
Agreement
Note. Customer will notify ATS which Pricing Fee Option to utilize within 30 days of Agreement
being executed by both Parties.
2.0 Optional Collection Services: ATS may initiate collection efforts of delinquent notices upon
written request by Customer, so long as collection of said recovered revenue amounts does
not conflict with State Law. ATS will be entitled to receive portions of the collected revenue as
noted below. The maximum is 30% total for both pre-collection and collection. For those
accounts in default that go to collection, this is in addition to our Fees noted above
Pre-Collection Letters 10%of Recovered Revenue
Delinquent Collections Services 30%of Recovered Revenue
3 0 Optional Annual Traininsa Conference: ATS provides a comprehensive user training
conference (the "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 Conference
will be held in the Phoenix Metropolitan area. 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.
4.0 Optional Public Relations Services: ATS may provide additional public relations services
upon written request by Customer. These services may include advertising, media relations,
and public relations consultants. The fee for such services shall be mutually agreed upon
based on the scope of the public relations services to be provided.
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Professional Services Agreement Page 10 of 19
EXHIBIT B
SCOPE OF WORK
I. ATS SCOPE OF WORK
1.1 ATS IMPLEMENTATION
1 1 1 ATS agrees to provide Camera System(s) and services to the Customer as outlined in
this Agreement, except for those items identified in Section 2 titled "Customer Scope of
Work" ATS and Customer understand and agree that new or previously unforeseen
requirements may,from time to time, be identified and that the Parties shall negotiate in
good faith to assign to the proper Party the responsibility and cost for such items In
general, if work is to be performed by the Customer, unless otherwise specified,
Customer shall not charge ATS for the cost.
1 1.2 ATS agrees to make every effort to adhere to the Project Time Line agreed upon
between the Parties
1.1 3 ATS will assist Customer with Site Selection Analysis candidate sites.
1.1.4 ATS will install Camera System(s)at a number of intersections or other locations to be
mutually agreed upon between ATS and Customer after completion of Site Selection
Analysis, unless already identified in Exhibit C ("Designated Intersections") of this
Agreement. In addition to any initial locations, the Parties may agree to add to the
quantities and locations where Camera System(s)are installed and maintained.
1 1 5 ATS will operate each Camera System on a 24-hour basis, barring downtime for
maintenance, normal servicing activities, or other unforeseen instances (i.e., acts of
God, etc)
1.16 ATS' in-house Communications Department will assist Customer with public
information content and outreach campaign strategies. Depending upon the mutually
agreed-upon strategy, ATS may provide public relations consultants, advertising, or
media relations for an additional fee as described in Exhibit A, Service Fee Schedule.
1.1.7 ATS agrees to provide a secure website (www.violationinfo.com)accessible to Owners
who have received Notices of Violation or Uniform Traffic Citations by means of a
Notice # and PIN, which will allow Violation image and video viewing. As part of the
secure website, ATS will provide a Frequently Asked Questions(F.A.Q)page.ATS will
operate this secure website on a 24-hour basis, barring downtime for maintenance,
normal servicing activities, or other unforeseen instances (i.e., acts of God, etc.).
1.1.8 ATS will provide technician site visits to each Camera System, as needed to perform
preventive maintenance checks consisting of camera enclosure lens cleaning; camera,
strobe and controller enclosure cleaning; inspection of exposed wires; and, general
system inspections and maintenance.
1.1.9 ATS shall take reasonable best efforts to repair a non-functional Camera System within
seventy-two (72) business hours of determination of a malfunction, except for those
causes of Force Majeure as outlined in Section 18 0 General Terms and Conditions of
this Agreement.
1 1 10 For any Customer using ATS lockbox or epayment services, ATS will establish a
dedicated demand deposit account. If Customer is more than sixty (60) days past due
on payments to ATS, ATS may withhold all transfers/sweeps of violation payments to
Customer until Customer becomes current on its payments. One time setup, monthly
merchant account servicing costs and nonsufficient funds fees shall be billed through to
the Customer monthly.
1 1.11 ATS is authorized to charge, collect and retain a convenience fee of $4 00 for each
electronic payment processed Such fee is paid by the violator.
City of Clermont
Professional Services Agreement Page 11 of 19
1
1.2 ATS OPERATIONS
1.2 1 If a warning period is required, ATS shall provide the Customer with a one-time warning
period up to thirty(30) days in length following the installation and activation of the first
installed Camera System Customer shall not be charged a fee for the warning period,
however for any warning period exceeding thirty (30) days the Customer shall be
responsible for the normal monthly Service Fee.
1.2 2 ATS shall provide Customer with an automated web-based Citation processing system
(Axsis) including image processing, first notice printing and mailing of Citation or notice
of violation per chargeable event and a mailing of a text only reminder notice, a hearing
scheduled letter, a hearing denied letter, an insufficient information letter, and a dismiss
letter. Each Citation or notice of violation shall be delivered by First Class mail to the
Owner within the statutory period. In the case of a transfer of liability by the Owner,
ATS may also mail a Citation or notice of violation to the driver identified in the affidavit
of non-liability or by rental car companies. Costs of certified' mailings are priced
separately and paid by the Customer for additional compensation to ATS as indicated
in Exhibit A.
1 2.3 Subsequent notices, other than those specified in subsection 1 2 2 may be delivered by
First Class or other mail means for additional compensation to ATS as agreed upon by
the Parties.
1.2 4 Upon expiration of the due date of the Notice of Violation, Axsis VPS shall issue a
Uniform Traffic Citation, which shall be delivered by certified mail to the Owner within
the statutory period. The issuance of the Uniform Traffic Citation shall be based on the
Traffic Infraction Enforcement Officer's approval, as provided in Section 2 3 of this
Exhibit A, of the Notice of Violation
1.2.5 ATS shall make available a form of affidavit, approved by Customer, to b
Y be used by an
Owner who wishes to establish the existence of an exemption to a Notice of Violation
or Uniform Traffic Citation as provided in Section 316.0083(1)(d)1 of the Florida
Statutes.
1.2.6 Axsis VPS shall apply an electronic signature to a Notice of Violation or Uniform Traffic
Citation, when authorized to do so by an approving Traffic Infraction Enforcement
Officer
1.2.7 ATS shall obtain in-state vehicle registration information necessary to issue Citations
assuming that it is named as Customer's agent for these purposes.
1.2 8 ATS shall seek records from out-of-state vehicle registration databases and use such
records to issue Notices of Violation for the Customer according to each pricing option.
ATS assumes this responsibility as a named Customer's agent by signing of DMV
Services Subscriber Authorization found in Exhibit D of this Agreement. ATS reserves
the right to mail Notices of Violation to the address of the Owner obtained through the
DMV, obtained through the National Change of Address (NCOA)database provided by
the United States Postal Service, or obtained through other means including but not
limited to skip tracing.
1 2.9 If Customer is unable to or does not desire to integrate ATS data into its adjudication
system, ATS shall provide an on-line adjudication processing module, which will enable
the adjudication function to review cases, related images, up to six (6)
correspondences, and other related information required to adjudicate the disputed
Uniform Traffic Citation. The system will also enable the Court staff to accept and
account for payments. Any costs charged by a third party vendor related to the
provision of ATS data to the adjudication system are the responsibility of Customer.
City of Clermont
Professional Services Agreement Page 12 of 19
1.2 10 Customer shall be able to use the Axsis System to run and print standard system
reports For any reports not readily available from the Axsis System, ATS shall provide
a cost estimate to the Customer for providing such services
1 2 11 Throughout the Term of this Agreement, upon ATS' receipt of a written request from
the Customer at least fourteen (14) calendar days in advance of a court proceeding,
and if required by the Court or prosecutor, ATS shall provide Customer with, or train a
local expert witness able to testify in Court on matters relating to the accuracy,
technical operations, and effectiveness of the Axsis System until judicial notice is taken.
Customer shall use its best efforts to obtain judicial notice as soon as possible.
1 2 12 In those instances where damage to a Camera System (or sensors where approved) is
caused by(i)negligence on the part of ATS or its authorized agent(s), (ii)negligence or
recklessness on the part of a driver, or (iii) severe weather or acts of God, ATS shall
bear the cost of repair. For all other causes of damage, Customer shall reimburse ATS
for the cost of repair.
1.2.13 ATS shall provide a help-line to assist the Customer with resolving any problems
encountered regarding its Camera System and/or Citation processing. The help-line
shall function during normal business hours.
1.2.14 As part of its Camera System, ATS shall provide Owners with the ability to view
Recorded Images of Violations involving their motor yehicles online.This online viewing
system shall include a link to the ATS payment website(s) and may offer the
opportunity to download an affidavit of non-liability online to establish an exemption
under Section 316.0083(1)(d) of the Florida Statutes. Online-obtained affidavits
submitted in response to a Notice of Violation or Uniform Traffic Citations, if approved
by the Court, may be directed to and processed by ATS and communicated to the
Court via the Axsis System
II. CUSTOMER SCOPE OF WORK
2.1 GENERAL IMPLEMENTATION REQUIREMENTS
2 1 1 Within seven (7) business days of the Effective Date, Customer shall provide ATS with
the name, title, mailing address,email address and phone number of:
o a project manager with authority to coordinate Customer responsibilities under this
Agreement
o Municipal Court manager responsible for oversight of all Court-related program
requirements
o The Police contact
o The Court contact
o The person responsible for overseeing payments by violators(might be court)
o The Prosecuting Attorney
o The City Attorney
o The Finance contact(who gets the invoices and will be in charge of reconciliation)
o The IT person for the police
o The IT person for the courts
The Public Works and/or Engineering contact responsible for issuing any/all permits for
construction
2 1.2 Within seven (7) business days of the Effective Date of this Agreement, the Customer
shall provide ATS with the name and contact information for a Uniform Traffic Citation
manager responsible for oversight of all Uniform Traffic Citation-related program
requirements.
2 1 3 Customer shall establish a method by which an Owner who has received a Notice of
Violation or a Uniform Traffic Citation may review the images and video evidencing the
City of Clermont
Professional Services Agreement Page 13 of 19
Violation at www violationinfo corn free of charge. This may be at a publicly available
terminal at a Customer facility or by appointment with the Uniform Traffic Citation
manager.
2.1.4 Customer shall make every effort to adhere to the Project Implementation Timeline to
be agreed upon between both Parties.
2.1.5 Customer shall direct the Chief of Police or approved alternate to execute the ATS
DMV Subscriber Services Agreement (Exhibit F) to provide verification to the State
Department of Motor Vehicles, National Law Enforcement Telecommunications
System, or appropriate authority indicating that ATS is acting as an Agent of 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(b)(1) and as may
otherwise be provided or required by any provision of applicable state law.
2.1.6 Customer is responsible for notifying ATS of any legislative,and/or ordinance changes
in writing within forty-eight (48) hours of the first read or proposed legislation. ATS will
not be responsible for any damages if not notified within the required time.
2.1.7 Customer is responsible for all final jurisdictional issues
2 1.8 Once a camera system is installed and certified by ATS as operational, it shall be
immediately put into service. If a Camera is inactive for more than seven (7) days for
any reason not caused by ATS, other than Force Majeure as provided in Section 18,
the Customer shall pay a reduced fee of two thousand five hundred dollars ($2,500.00)
per camera per month.
2.1.9 Customer shall provide ATS all available intersection and speed-related accident
reports and any applicable red light or speed violation reports for the three (3) years
immediately prior to the installation of the first Camera System and on a quarterly basis
going forward.
2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS
2 2.1 If Customer chooses to move a Camera System to a new approach after initial
installation, it shall pay the costs to relocate the System
2.2.2 If a construction or improvement project requires an installed Camera System to be
deactivated or requires a Camera System, including imbedded sensors, to be moved or
removed, Customer shall reimburse ATS for its lost revenue and any costs for moving
or removing the Camera System. Customer may elect to reimburse ATS directly or
ATS may recover its costs from program funds in addition to its normal fee.
2.2.3 Prior to the installation of any Camera System, Customer shall provide ATS information
regarding any and all road construction or improvement projects scheduled during the
term of this Agreement for any intersection Approach designated for Camera System
installation.
2.2.4 Customer will design, fabricate, install and maintain red light camera warning signs
required by law to be posted in connection with the use of a Camera System. If
Customer cannot provide such signage, ATS will do so and charge the costs to
Customer.
2 2.5 Customer understands that proper operation of the system requires access to traffic
signal phase connections Customer, therefore, shall provide free access to traffic
signal phase connections according to approved design. When traffic signal phase
connections are not under the jurisdiction of the Customer, it shall be the Customer's
responsibility to negotiate agreements with the owner or maintaining agency of the
traffic signal controller and infrastructure in order to provide the required access to said
phase connections and infrastructure and any costs associated with needed
agreements shall be funded by the Customer.
City of Clermont
Professional Services Agreement Page 14 of 19
s
2 2.6 Customer understands that proper operation of the system sometimes requires
attachment of certain items of detection equipment to existing signal masts, mast arms
and/or other street furniture. Customer, therefore, shall provide free access to ATS to
attach of certain items of detection equipment to existing signal masts, mast arms and/
or other street furniture for the proper operation of the system.
2.2.7 Customer shall allow ATS to access power from existing power sources at no cost 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 Customer's
jurisdiction. If these items are not made available, the costs of any additional conduit or
power infrastructure needed to support installation of the Camera System shall be
funded by Customer ATS may agree to cover these upfront costs and recover the
costs from the collected revenue in addition to its normal fees. If existing power
sources are not immediately available, Customer will allow ATS to use temporary
power until the existing power is established. In situations where it is not possible to
obtain electrical power from a pre-existing source, Customer shall bear the costs (or
reimburse ATS) for obtaining/routing power. When access to power facilities is not
under the jurisdiction of the Customer, it shall be the Customer's responsibility to
negotiate any necessary agreements with the owner or maintaining agency of the
power facility and infrastructure in order to provide required access to said power
facilities and infrastructure Any costs associated with the needed agreements shall be
funded by the Customer.
2.2 8 Customer shall not require ATS to provide installation drawings stamped by a licensed
civil engineer. However, ATS work product and drawings shall be overseen and
approved by an ATS PE and such deliverables shall conform to applicable engineering
norms and reflect the details of installation work to be completed
2 2.9 Customer shall approve or reject ATS submitted plans within seven (7) business days
of receipt and shall limit iterations to a total of one revision beyond the initially
submitted plans. Total plan approval duration shall not exceed ten (10) business days.
The Customer shall provide its best efforts in providing aid in achieving these
timeframes for plan approvals when plans are being reviewed and permitted by any
State and/or County agencies.
2.2.10 Customer, or any department of Customer, shall not charge ATS or its subcontractor(s)
for building, construction, electrical, street use and/or pole attachment permits,
including any fee for traffic control services during installation or maintenance of a
Camera System. Customer shall also fund any and all needed State and/or County
permits.
2.2.11 Customer understands and agrees that time is of the essence and that public safety is
at issue and shall issue all needed permits to ATS and its subcontractor(s)within three
(3)business days of plan approval. The Customer shall provide its best efforts to aid in
achieving these timeframes for permit issuance when permitted by any State and/or
County agency.
2.2.12 Customer shall allow ATS to install vehicle detection sensors in the pavement of
roadways within Customer's jurisdiction, as permitted.
2 213 Customer shall allow ATS to build needed infrastructure into any existing Customer
owned easement, as permitted. The Customer shall provide its best efforts to aid in
acquiring any and all required permission and permits when the roadway is under the
jurisdiction of the State or County.
2.214 Customer shall allow ATS to build needed infrastructure into any existing Customer-
owned easement.
2 2.15 If use of private property right of way is needed, Customer shall assist ATS in acquiring
permission to build in existing utility easements as necessary. Any costs for private
City of Clermont
Professional Services Agreement Page 15 of 19
property right of way lease/rental costs shall be borne by Customer as it is expressly
excluded from the base fee structure identified in the fee schedule.
2.3 LAW ENFORCEMENT DEPARTMENT OPERATIONS
2.3.1 Customer's Traffic Infraction Enforcement Officer(s) shall process each potential
violation in accordance with State Law and/or Municipality Ordinances within three (3)
business days of its appearance in the Law Enforcement Review Queue, using Axsis to
determine which violations will be issued as Citations or Notices of Violation.
2 3.2 Within seven (7) days of last contract execution, ATS shall provide customer with a
form of Uniform Traffic Citation that complies with the provisions of Chapter 316 of the
Florida Statutes, with the understanding that the Customer must approve the form and
content of the Uniform Traffic Citation The Parties further understand some
modifications to the Uniform Traffic Citation may be necessary to ensure compatibility
with ATS'processes.
2.3.3 If an 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 Officer approval
of the Notice of Violation.
2 3 4 Customer shall provide ATS with instructions or specifications for the treatment of
affidavits, with the understanding that some modifications may be necessary to ensure
compatibility with ATS'processes.
2.3.5 For optimal utilization, Customer workstation computer monitors for citation review and
approval should provide a resolution of 1280 x 1024.
2.3.6 For optimal data throughput, Customer workstations should be connected to a high-
speed internet connection with bandwidth of T=1 or greater.
2.3 7 Customer shall provide signatures of all authorized Law Enforcement users who will
review events and approve citations on forms provided by ATS.
2.4 ADJUDICATION OPERATIONS
2.4.1 If Customer does not provide payment processing services, Customer shall use ATS
payment processing services. The fees for lockbox and epayment services are
presented in Exhibit A.
2 4.2 Customer shall provide a magistrate, judge or hearing officer and adjudication facilities
to schedule and hear disputed Uniform Traffic Citations.
2.4.3 Customer shall provide the specific text required to be placed on the Citation or notice
of violation to be issued by ATS within thirty (30) days of the Effective Date of this
Agreement.
2.4.4 Customer shall approve the Uniform Traffic Citation or Notice of Violation form within
fifteen (15) days of receipt from ATS. ATS reserves the right to make non-substantive
formatting or incidental changes to the Citation or notice of violation without approval by
Customer.
2.4.5 Customer shall handle inbound and outbound phone calls and correspondence from
defendants who have questions about disputes, and other issues relating to citation
adjudication. Customer may refer citizens with questions regarding ATS or Axsis
technology and processes to websites and/or toll free telephone numbers provided by
ATS for that purpose.
City of Clermont
4 Professional Services Agreement Page 16 of 19
2 4.6 Any potential, one time, direct costs to ATS to develop an interface between a court
system will be initially paid by ATS and any such cost will be reimbursed to ATS from
collected revenues in addition to its normal fees in Exhibit A.
2 4 7 Customer shall provide a monthly report within ten days of the end of the prior month to
ATS showing Uniform Traffic Citation payments and the total revenue collected from
those payments received during that period.
2.5 INFORMATION TECHNOLOGY DEPARTMENT OPERATIONS
2 5 1 In the event that remote access to the ATS Axsis VPS System is blocked by Customer
network security infrastructure, Customer's Department of Information Technology shall
coordinate with ATS to facilitate appropriate communications while maintaining
required security measures.
City of Clermont
Professional Services Agreement Page 17 of 19
EXHIBIT C
DESIGNATED INTERSECTIONS
Customer will designate first phase implementation of cameras at designated intersection approach or
approaches ATS shall make its best efforts to install a camera system within thirty (30) days of permits
being granted and power delivered for each agreed upon approach, providing that ATS has received
permission for all implementations in writing from any third-party sources
Implementation and installation of any approach is subject to site selection and/or video analysis and, law
enforcement and engineering results Additional approaches may be selected in addition to first phase
implementation and may be selected based on traffic crash data, traffic citation data, law enforcement
officer observations and/or vide survey of violations of Customer's designated intersection(s) ATS will
provide Customer with evaluation of candidate approach sites using the AXSIS VIMS system or some
other means to assist Customer in its recommendations
The proposed intersections to be analyzed to include, but are not limited to the following
1)
2)
3)
4)
5)
6)
7)
8)
9)
10)
Implementation and installation of any Approach is subject to Site Selection Analysis and engineering
results and must be mutually agreed to by the Parties Additional Approaches may be selected in addition
to first phase implementation and may be selected based on Site Selection analysis, collision history,
input, community safety, recommendations from Customer and engineering feasibility assessment
Camera installations will be based on mutual agreement by Customer and ATS Customer will provide
ATS with written notice to proceed on the installation of any Camera System within ninety (90) days of the
Effective Date for all intersections designated hereon This program may be implemented at additional
intersections The intersections will be designated by the Customer, which designation will be based
upon Police Department Staff review and an engineering analysis
[REMAINDER OF PAGE INTENTIONALLY BLANK]
EXHIBIT D
DMV SERVICES SUBSCRIBER AUTHORIZATION
Agency ORI.
DATE
Nlets
1918 W.Whispering Wind Dr.
Phoenix, AZ 85085
Attn: Steven E. Correll, Executive Director
Re: Authorization for American Traffic Solutions, Inc. to Perform MVD Inquiry
Dear Mr. Correll:
Please accept this letter of acknowledgement that a Agreement to perform automated enforcement
between the City of Clermont, Florida and American Traffic Solutions, Inc. is or will be enacted and will be
or is in force. As a requirement of and in performance of that Agreement between the City of Clermont,
Florida and American Traffic Solutions, Inc , it will be necessary for American Traffic Solutions, Inc. to
access Nlets motor vehicle data.
Please accept this letter as authorization from the City of Clermont, Florida for American Traffic Solutions,
Inc to run motor vehicle inquines. This authorization is and will be in effect for the term of our Agreement
with Nlets and any subsequent renewals
This authorization will automatically expire upon the termination of the Agreement between the City of
Clermont, Florida and American Traffic Solutions, Inc., and, such authorization is limited to violations
detected by the automated enforcement camera systems. By completing the information below and
signing this letter, I am stating that I am a member of the Clermont Police Department and have the
authority to empower American Traffic Solutions, Inc. to use ORI AGENCY ORI for this function
SUBSCRIBER INFORMATION
Subscriber Agency/Name
Nlets Agency ORI
Name/Title of Authorized
Representative
Mailing Address
Telephone Fax
Email
Signature of Authorized
Representative
Date Signed
City of Clermont
Professional Services Agreement Page 19 of 19
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