HomeMy WebLinkAboutResolution - 2007-R0124 - Agreement - American Traffic Solutions - Red Light Photo Enforcement Program - 03/22/2007Resolution No. 2007-RO124
March 22, 2007
Item No. 6.10
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the City Council of the City of Lubbock hereby authorizes and directs the
Mayor of the City of Lubbock to execute an Agreement by and between the City of
Lubbock and the American Traffic Solutions of Scottsdale, Arizona, for the development
and installation of a red light photo enforcement program and services within the City of
Lubbock per ITB #07 -027 -RW, which Agreement and any associated documents are
attached hereto and made a part of this Resolution for all intents and purposes.
Passed by the City Council this 22nd day of March '2007.
M'mm Woom, I I I I �"i miAJIA�W' mo'- � 01
17TWAN 1� Mf'
ATTEST:
Rebecca Garza, City Secreta -
APPROVED AS TO CONTENT:
12\
Je . HaA Jr. PE, City Traf Engineer
APPROVED AS `T`P FORM:
andiver, Attorney of Counsel
DDres/AmTra1So Butions07Conkcs
March 20, 2007
Resolution No. 2007—RO124
AGREEMENT FOR RED LIGHT
PHOTO ENFORCEMENT PROGRAM
This agreement (this "Agreement") is made as of this 22°d day of March 2007 by and between American Traffic
Solutions, Inc. with offices at 14861 N. Scottsdale Road, Suite 109, Scottsdale, Arizona 85254 ("CONTRACTOR"),
and the City of Lubbock, a municipal corporation, with offices at 1625 13th Street, Lubbock, Texas 79457 ("the
CITY").
RECITALS
WHEREAS, the CITY desires to engage the services to provide certain equipment, processes and back office
services so that sworn police officers of the CITY are able to monitor, identify and enforce red light running
violations as prescribed under Ordinance No. 2006-00131, providing for Automated Traffic Signal Enforcement
(herein referred as the Photo Enforcement Program); and
WHEREAS, there shall be no quota of violations issued and there shall be no altering of the yellow light timing by
CONTRACTOR; and
WHEREAS, all data, photo images, and video resulting from the Agreement shall become property of the CITY, and
no data or images or video shall ever be sold or used for any purpose than the CITY purposes; and
WHEREAS, it is the objective of the CITY to reduce the incidence of vehicle collisions at the traffic intersections
and city streets that will be monitored pursuant to the terms of this Agreement.
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. DEFINITIONS. In this Agreement, the words and phrases below shall have the following meanings:
1.1 "Authorized Officer" means the individual(s) as the CITY shall designate to review Potential
Violations and to authorize the Issuance of Notice of Violations in respect thereto, and in any
event, a sworn police officer of Lubbock, Texas, appointed by the Chief of Police.
1.2 "Authorized Violation" means each Potential Violation in the Violation Data for which
authorization to issue a Notice of Violation in the form of an Electronic Signature is given by the
Authorized Officer by using the Photo Enforcement System. Authorization of Violations is an
exclusive right and duty of an Authorized Officer of the City of Lubbock.
1.3 "Notice of Violation" means the notice of a Violation, which is mailed or otherwise delivered by
CONTRACTOR to the violator on the appropriate Enforcement Documentation in respect to each
Authorized Violation.
1.4 "Confidential or Private Information" means, with respect to any Person, any information, matter
or thing of a secret, confidential or private nature, when so labeled, which is connected with such
Person's business or methods of operation or concerning any of such Person's suppliers, licensors,
licensees, customers 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:
1.4.1 Matters of a business nature, including but not limited to information relating to
development pians, 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 customers, or at which such Person sells or has sold its services; and
1.4.2 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.
1.4.3 Notwithstanding the foregoing, Confidential Information will not include information
that: (i) was generally available to the public or otherwise part of the public domain at the
time of its disclosure, (ii) 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, (iii) was subsequently lawfully disclosed to the
disclosing party by a person other than a party hereto, (iv) was required by a court of
competent jurisdiction to be described, or (v) was required by applicable state law to be
described.
1.5 "Designated Equipment Locations" means the Intersection Approaches set forth on Exhibit A
attached hereto, and such additional Intersection Approaches as the CITY and CONTRACTOR
shall mutually agree from time to time.
1.6 "Electronic Signature" means the method through which the Authorized Officer indicates his or
her approval of the issuance of a Notice of Violation in respect of a Potential Violation using the
Photo Enforcement System.
1.7 "Enforcement Documentation" means the necessary and appropriate documentation related to the
Red Light Photo Enforcement Programs, including but not limited to warning letters, violation
notices (using City specifications), a numbering sequence for use on all Notice of Violation,
instructions to accompany each issued Notice of Violation (including in such instructions a
description of basic adjudication procedures, payment options and information regarding the
viewing of images and data collected by the Photo Enforcement System), chain of custody records,
criteria regarding operational policies for processing Notices of Violation (including with respect
to coordinating with the motor vehicle registry), and technical support documentation for
adjudication personnel .
1.8 "Equipment" means any and all cameras, sensors, equipment, components, products, software and
other tangible and intangible property relating to the Photo Enforcement System(s), including but
not limited to all camera systems, detectors, housings and poles.
1.9 "`Fine" means a monetary sum in the form of a civil penalty assessed for each Notice of Violation.
1.10 "Governmental Authori ' 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 "Installation Date of the Red Light Photo Enforcement Program" means the date on which
CONTRACTOR completes the construction and installation of the 6`h Designated Equipment
Location in accordance with the terms of this Agreement so that such Designated Equipment
Location is operational for the purposes of functioning with the Red Light Photo Enforcement
Program.
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1.12 "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 seerets rights, (d) patents, designs, algorithms and other
industrial property rights, (e) all other intellectual and industrial property rights (of every kind and
nature throughout the universe and however designated), 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.
1.13 "Intersection Approach" means a conduit of travel with up to four (4) or more contiguous lanes
from the curb (e.g., northbound, southbound, eastbound or westbound) on which at least one (1)
system has been installed by CONTRACTOR for the purposes of facilitating Red Light Photo
Enforcement by the CITY.
1.14 "Operational Period" means the period of time during the Term, commencing on the Installation
Date, during which the Red Light Photo Enforcement Program is functional in order to permit the
identification and prosecution of Violations at the Designated Equipment Locations by a sworn
police officer of the CITY and the issuance of Notices of Violation for such approved Violations
using the Photo Enforcement System.
1.15 "Person" means a natural individual, company, Governmental Authority, partnership„ firm,
corporation, legal entity or other business association.
1.16 "City Project Manager' means the project manager appointed by the CITY in accordance with this
Agreement, who shall be responsible for overseeing the installation of the Designated Equipment
Locations and the implementation of the Red Light Photo Enforcement Program, 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 other organizational documents of the
CITY or by the City of Lubbock Council or other governing body of the CITY.
1.17 "Potential Violation" means, with respect to any motor vehicle passing through a Designated
Equipment Location, the data collected by the Photo Enforcement System with respect to such
motor vehicle, which data shall be processed by the Photo Enforcement System for the purposes of
allowing the Authorized Officer to review such data and determine whether a Violation has
occurred.
1.18 "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.
1.19 "Project Manager" means the project manager appointed by CONTRACTOR in accordance with
this Agreement, who shall be responsible for overseeing the construction and installation of the
Designated Equipment Location and the implementation the Red Light Photo Enforcement
Program, and who shall have the power and authority to make management decisions relating to
CONTRACTOR's obligations pursuant to this Agreement, including but not limited to change-
order authorizations.
1.20 "Photo Enforcement System" means, collectively, the red light photo equipment, the Red light
Photo Enforcement Program, 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.
1.21 "Red Light Photo Enforcement Program" means the process by which the monitoring,
identification and enforcement of Violations is facilitated by the use of certain equipment,
applications and back office processes of CONTRACTOR, including but not limited to cameras,
flashes, central processing units, signal controller interfaces and sensor arrays which, collectively,
are capable of measuring Violations and recording such Violation data in the form of photographic
images of motor vehicles.
1.22 "Violation Criteria" means the standards and criteria by which Potential Violations will be
evaluated by sworn police officers of the CITY, which standards and criteria shall include, but are
not limited to, the duration of time that a traffic light must remain red prior to a Violation being
deemed to have occurred, and the location(s) in an intersection which a motor vehicle must pass
during a red light signal prior to being deemed to have committed a Violation, all of which shall be
in compliance with all applicable laws, rules and regulations of Governmental Authorities.
1.23 "Photo Enforcement System" means the digital red light photo enforcement system of
CONTRACTOR relating to the Red Light Photo Enforcement Program.
1.24 "Citation Processing System" means the back-office processes of CONTRACTOR relating to the
Red Light Photo Enforcement Program.
1.25 "Live Video System" means the digital video camera unit, hardware and software required for
providing supplemental violation data.
1.26 "Traffic Signal,Controller Boxes" means the signal controller interface and detector, as the case
may be.
1.27 "Violation" means any traffic violation contrary to the terms of the Texas Transportation Code or
any applicable rule, regulation or law of any other Governmental Authority, including but not
limited to operating a motor vehicle contrary to traffic signals, and operating a motor vehicle
without displaying a valid license plate or registration.
1.28 "Violations Data" means the images and other Violations data gathered by CONTRACTOR`s
Photo Enforcement System at the Designated Equipment Location for which a registered owner
has been found.
1.24 "Warnini Period" means a one-time period that only warning notices and not Notices of Violation
shall be sent during the first 15 day period commencing with the first installation of the Red Light
Photo Enforcement Program.
1.30 "Police Review Queue" means the queue within CONTRACTOR's Photo Enforcement System for
the purposes of reviewing the pre-processed Violations Data.
2. 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 Installation Date (the "Initial Term"). The CITY shall have the right, but not the
obligation, to extend the term of this Agreement for an additional consecutive term of five (5) years 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 CONTRACTOR not less than thirty (30) days prior to the last day of the Initial Term or the Renewal
Term, as the case may be.
3. SERVICES. CONTRACTOR shall provide the Red Light Photo Enforcement Program to the CITY, in each
case in accordance with the terms and provisions set forth in this Agreement, including all Exhibits.
3.1 General
The CITY is seeking qualified fines interested in providing a high-resolution digital system for
still photographic images of red light violators at various intersections controlled by red lights
within the CITY. The goal of the program is to reduce collisions and injuries related to red light
running.
The CITY currently operates approximately 190 traffic signals citywide. The CITY plans to
strategically place and uniformly distribute cameras throughout the City of Lubbock to reduce red
light related crashes (accidents) and change driver behavior citywide. The CITY could also
include up to six (6) installations of "dummy" equipment sites.
Annually the CITY will review crashes (accidents) and violation rates at sites with and without red
light cameras to statistically determine the effectiveness of the system. After the analysis is
completed, the CITY may or may not decide to add cameras to the system.
Camera locations will be determined annually by City staff, in consultation with CONTRACTOR,
based on crash (accident) trends, history of high violation rates, and balanced geographic
distribution to maximize driver awareness and behavior changes citywide. The CITY will not
consider installing cameras at locations planned for construction.
Staff has used police crash (accident) reports to develop a data base for 2004-2006 to identify
locations with right-angle crash (accident) trends where running red lights was listed as a
contributing factor. Staff will also work with police to identify locations with high violation rates.
The CITY will review a list of candidate sites with CONTRACTOR to determine any potential
issues related to visibility, equipment location conflicts or violation issues.
The system must meet the requirements set forth herein and shall include, but not be limited to,
providing all necessary equipment, engineering, installation, labor, maintenance, citation
processing, issuance of letters of notice to vehicle owners, court appearances and any other
necessary support for a complete turnkey program (the "System"). Also included should be an
implementation schedule, complete system installation, documentation and training, service and
maintenance and a detailed cost of the services. CONTRACTOR shall warrant and maintain all
equipment provided to the CITY throughout the duration of the Agreement.
CONTRACTOR is to provide a system for use with civil enforcement that issues citations and
enforces ordinances approved by the City of Lubbock City Council.
3.2 System Requirements
Each System must be capable of the following:
3.2.1 The System must be capable of simultaneously monitoring up to four (4) lanes of traffic
(including dual turn lanes) traveling in the same direction.
3.2.2 The cameras shall provide digital images of the rear license plates (at least two
photographs) of the violating vehicle and at least ten seconds of recorded video of the
violation. CONTRACTOR must also provide a sufficient number of cameras to capture
all necessary information to prosecute violators. The System shall be capable of recording
the length of time between photographs or in the alternative time stamp each photograph.
The System shall also record the date, time of day, time the light has been red, and the
length of time elapsed between the takings of the photographs. The System shall also be
capable of recording violations at all times of day or night and during varying weather
conditions.
3.2.3 The system shall be capable of recording red light violations with City -specified
minimum speed and time delay requirements, either of which may be zero.
3.2.4 The system shall provide at least ten (10) seconds of full -motion video imaging of each
violation. At least two (2) frames of color images shall be printed on the citation,
including one showing the vehicle prior to entering the intersection (with the signal red
from the driver's view) and another showing the vehicle in the intersection with the signal
light still red.
3.2.5 The system shall maintain a secure and complete log of all system events, including every
change of status and user intervention of any type or security level. The host log file for
each violation cannot be edited or erased. Security access levels are to be user specified
and multi-level. All failed attempts to log in will be recorded. Events are to be time -
stamped to the nearest millisecond and CONTRACTOR must include a description of
how the system obtains date and time and maintains time accurately throughout the day as
part of the Business Plan.
3.2.6 Under normal operation, images are to be transmitted electronically, on a daily basis.
Once transmitted and verified, the violation recorded is automatically removed from the
roadside and sent to a central processing facility where violation records are received.
CONTRACTOR must be able to provide software that will enable reviewing officers to
verify, select, compose and approve the citation.
3.2.7 CONTRACTOR must permit on-site inspections of property, personnel, financial and
other records and reports as may be required by the CITY. Complete violation and
citation records shall also be available for police and court review. The records should
also be exported for display.
3.2.8 Supplemental roadway lighting, when required (such as at night), will be provided by the
CITY, but the CITY must be notified during the intersection and Violation Rate Analysis
stage so that an alternate site can be considered.
3.3 With respect to the implementation and operation of the Designated Equipment Locations, the
CITY and CONTRACTOR shall have the respective rights and obligations set forth on Exhibit B
attached hereto.
3.4 INSTALLATION AND MAIN'T'ENANCE. With respect to the installation and maintenance of
CONTRACTOR's Photo Enforcement System at the Designated Intersection Approaches the City
and CONTRACTOR shall have the respective rights and obligations set forth on Exhibit "D"
attached hereto.
3.5 INTERSECTION AND VIOLATION RATE ANALYSIS prior to implementing the Photo
Enforcement System, CONTRACTOR shall conduct an analysis of each Approach being
considered for a Camera 'System over a 4 to 24 hour period. The CITY will be provided a report
on violations recorded at each monitored approach, including the time of day and lanes on which
the violations occurred. CONTRACTOR shall install a Camera System at mutually agreed upon
locations between the CITY and CONTRACTOR where traffic violation data and crash (accident)
data supports installation of the Photo Enforcement System.
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 CONTRACTOR, setting forth in reasonable
detail the proposed changes (a "Change Order Notice'). Upon CONTRACTOR's `receipt of a
Change Order Notice, CONTRACTOR shall deliver a written statement describing the effect, if
any, the proposed changes would have on the pricing terms set forth in Exhibit C (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;rop vided, however, in the event that any proposed
change involves only the addition of equipment or services to the existing Designated Equipment
Locations or the addition of Designated Equipment Locations to be covered by the terms of this
Agreement, to the maximum extent applicable, the pricing terms set forth in Exhibit C 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 10.
3.7 PROSECUTION AND COLLECTION, COMPENSATION. The CITY shall diligently prosecute
all contested Notices of Violation before the hearing officer and any appeal to City of Lubbock
Municipal Court. CONTRACTOR shall diligently prosecute the collection of all Fines, contested
or uncontested. All payments will be collected and deposited into a City of Lubbock specified
account and will be in direct accordance with the CITY's guidelines. CONTRACTOR shall
employ a collection service to collect delinquent payments with a requirement of achieving a 70%
or higher collection rate (see Exhibit F "Collection Warranty"). CONTRACTOR shall have the
right to receive, and the CITY shall be obligated to pay, the compensation set forth on Exhibit "C"
attached hereto.
4. LICENSE, RESERVATION OF RIGHTS
4.1 LICENSE. Subject to the terms and conditions of this Agreement, CONTRACTOR hereby grants
the CITY, and the CITY hereby accepts from CONTRACTOR 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 of Lubbock, access and use CONTRACTOR's Photo Enforcement
System for the sole purpose of reviewing Potential Violations and authorizing the issuance of
Notice of Violations pursuant to the terms of this Agreement, and to print copies of any content
posted on CONTRACTOR's Photo Enforcement System in connection therewith, (b) disclose to
the public (including outside of the City of Lubbock that CONTRACTOR is providing services to
the CITY in connection with Red Light Photo Enforcement Program pursuant to the terms of this
Agreement, and (c) use and display CONTRACTOR Marks on or in marketing, public awareness
or education, or other publications or materials relating to the Red Light Photo Enforcement
Program, so long as any and all such publications or materials are approved in advance by
CONTRACTOR.
4.2 RESERVATION OF RIGHTS. The CITY hereby acknowledges and agrees that: (a)
CONTRACTOR represents that it is the sole and exclusive owner of CONTRACTOR's Photo
Enforcement System, CONTRACTOR Marks, all Intellectual Property arising from or relating to
CONTRACTOR's Photo Enforcement System, and any and all related Equipment, (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.
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4.3 RESTRICTED USE. The CITY hereby covenants and agrees that it shall not (a) make any
modifications to CONTRACTOR System, including but not limited to any Equipment, (b) alter,
remove or tamper with any CONTRACTOR Marrs, (c) use any of CONTRACTOR Marks in any
way which might prejudice their distinctiveness, validity or the goodwill of CONTRACTOR
therein, (d) use any trademarks or other marks other than CONTRACTOR Marks in connection
with the CITY's use of CONTRACTOR's Photo Enforcement System pursuant to the terms of this
Agreement without first obtaining the prior consent of CONTRACTOR, or (e) disassemble, de -
compile or otherwise perform any type of reverse engineering to CONTRACTOR's Photo
Enforcement System, CONTRACTOR's Photo Enforcement System, including but not limited to
any Equipment, or to any, Intellectual Property or Proprietary Property of CONTRACTOR, or
cause any other Person to do any of the foregoing.
4.4 PROTECTION OF RIGHTS. CONTRACTOR shall have the right to take whatever action it
deems necessary or desirable to remedy or prevent the infringement of any Intellectual Property of
CONTRACTOR, including without limitation the filing of applications to register as trademarks in
any jurisdiction any of CONTRACTOR Marks, the filing of patent application for any of the
Intellectual Property of CONTRACTOR, and making any other applications or filings with
appropriate Governmental Authorities. The CITY shall not take any action to remedy or prevent
such infringing activities, and shall not in its own name make any registrations or filings with
respect to any of CONTRACTOR Marks or the Intellectual Property of CONTRACTOR without
the prior written consent of CONTRACTOR.
4.5 INFRINGEMENT. The CITY shall use its reasonable best efforts to give CONTRACTOR
prompt notice of any activities or threatened activities of any Person of which it becomes aware
that infringes or violates CONTRACTOR Marks or any of CONTRACTOR's Intellectual Property
or that constitute a misappropriation of trade secrets or act of unfair competition that might dilute,
damage or destroy any of CONTRACTOR Marks or any other Intellectual Property of
CONTRACTOR. CONTRACTOR shall have the exclusive right, but not the obligation, to take
action to enforce such rights and to make settlements with respect thereto. In the event that
CONTRACTOR commences any enforcement action under this Section 4.5, then the CITY shall
render to CONTRACTOR such reasonable cooperation and assistance as is reasonably requested
by CONTRACTOR, and CONTRACTOR shall be entitled to any damages or other monetary
amount that might be awarded after deduction of actual costs; provided, that CONTRACTOR shall
reimburse the CITY for any reasonable costs incurred in providing such cooperation and
assistance.
4.6 INFRINGING USE. The CITY shall give CONTRACTOR prompt written notice of any action or
claim action or claim, whether threatened or pending, against the CITY alleging that
CONTRACTOR Marks, or any other Intellectual Property of CONTRACTOR, infringes or
violates any patent, trademark, copyright, trade secret or other Intellectual Property of any other
Person, and the CITY shall render to CONTRACTOR such reasonable cooperation and assistance
as is reasonably requested by CONTRACTOR in the defense thereof;rop vided, that
CONTRACTOR shall reimburse the CITY for any reasonable costs incurred in providing such
cooperation and assistance. If such a claim is made and CONTRACTOR determines, in the
exercise of its sole discretion, that an infiingement may exist, CONTRACTOR 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.
5. REPRESENTATIONS AND WARRANTIES.
5.1 CONTRACTOR REPRESENTATIONS AND WARRANTIES.
5.1.1 Authori1y. CONTRACTOR hereby warrants and represents that it has all right, power
and authority to execute and deliver this Agreement and perform its obligations
hereunder.
5.1.2 Professional Services. CONTRACTOR hereby warrants and represents that any and all
services provided by CONTRACTOR pursuant to this Agreement shall be performed in a
professional and workmanlike manner and, with respect to the installation of
CONTRACTOR System, subject to applicable law, in compliance with all specifications
provided to CONTRACTOR by the CITY.
5.2 CITY OF LUBBOCK 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.
5.2.2 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.
5.3 LIMITED WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,
CONTRACTOR MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
OTHER THAN THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WITH RESPECT TO CONTRACTOR'S PHOTO ENFORCEMENT
SYSTEM OR ANY RELATED EQUIPMENT OR WITH RESPECT TO THE RESULTS OF THE
CITY OF LUBBOCK'S USE OF ANY OF THE FOREGOING. NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH HEREIN, CONTRACTOR DOES NOT
WARRANT THAT ANY OF THE DESIGNATED INTERSECTION APPROACHES OR
CONTRACTOR'S PHOTO ENFORCEMENT SYSTEM WILL OPERATE IN THE WAY THE
CITY OF LUBBOCK SELECTS FOR USE, OR THAT THE OPERATION OR USE THEREOF
WILL BE UNINTERRUPTED. THE CITY OF LU13BOCK HEREBY ACKNOWLEDGES
THAT CONTRACTOR'S PHOTO ENFORCEMENT SYSTEM MAY MALFUNCTION FROM
TIME TO TIME, AND SUBJECT TO THE TERMS OF THIS AGREEMENT, CONTRACTOR
SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY SUCH MALFUNCTION IN A
TIMELY MANNER.
6. TERMINATION
6.1 TERMINATION FOR CONVENIENCE: Either party shall have the right to terminate this
Agreement immediately by written notice to the other if (i) state or local statutes are amended to
prohibit or substantially change the operation of photo red light enforcement systems; (ii) any court
having jurisdiction over City of Lubbock rules, or state or federal statute or judicial decision
declares, that results from CONTRACTOR's Photo Enforcement System of photo red light
enforcement are inadmissible in evidence.
6.2 TERMINATION FOR CAUSE: Either party shall have the right to terminate this Agreement by
written notice to the other if the other party commits any material breach of any of the provisions
of this Agreement. In the event of a termination due to Section 6.1(i) or 6.1(ii) above, City of
Lubbock shall be relieved of any further obligations for payment to CONTRACTOR other than as
specified in Exhibit "C". Either party shall have the right to remedy the cause for termination (Sec
6.1) within forty-five (45) calendar days (or within such other time period as the CITY and
CONTRACTOR 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.
6.3 The rights to terminate this Agreement given in this 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.
6.4 PROCEDURES UPON TERMINATION. The termination of this Agreement shall not relieve
either party of any liability that accrued prior to such termination. Except as set forth in Section
6.3, upon the termination of this Agreement, all of the provisions of this Agreement shall terminate
and:
6.4.1 CONTRACTOR 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 Red Light Photo Enforcement Program, (ii) promptly deliver to the
CITY any and all Proprietary Property of the CITY provided to CONTRACTOR 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 Notice of Violations in such format and for such
periods as the CITY may reasonably request, and which final report CONTRACTOR
shall update or supplement from time to time when and if additional data or information
becomes available, (iv) promptly deliver to City a final invoice stating all fees and
charges properly owed by City to CONTRACTOR for work performed and Notice of
Violations issued by CONTRACTOR prior to the termination, and (v) provide such
assistance as the CITY may reasonably request from time to time in connection with
prosecuting and enforcing Notice of Violations issued prior to the termination of this
Agreement.
6.4.2 The City shall (i) immediately cease using the Red Light Photo Enforcement Program,
accessing CONTRACTOR System and using any other Intellectual Property of
CONTRACTOR, (ii) promptly deliver to CONTRACTOR any and all Proprietary
Property of CONTRACTOR provided to the CITY pursuant to this Agreement, and (iii)
promptly pay any and all fees, charges and amounts properly owed by the CITY to
CONTRACTOR for work performed and Notice of Violations issued by CONTRACTOR
prior to the termination.
6.4.3 Unless the CITY and CONTRACTOR have agreed to enter into a new agreement relating
to the Red Light Photo Enforcement Program or have agreed to extend the Term of this
Agreement, CONTRACTOR shall remove any and all Equipment or other materials of
CONTRACTOR installed in connection with CONTRACTOR's performance of its
obligations under this Agreement, including but not limited to housings, poles and camera
systems, and CONTRACTOR shall restore the Designated Equipment Locations to
substantially the same condition such Designated Equipment Locations were in
immediately prior to this Agreement without costs to the CITY.
6.5 SURVIVAL. Notwithstanding the foregoing, the definitions and each of the following shall
survive the termination of this Agreement: (x) Sections 4.2 (Reservation of Rights), 5.1
(CONTRACTOR Representations and Warranties), 5.2 (City of Lubbock Representations and
Warranties), 5.3 (Limited Warranty), 7 (Confidentiality), 8 (Indemnification and Liability), 9
(Notices), 10 (Dispute Resolution), 11.1 (Assignment), 11.17 (Applicable Law), 11.16 (Injunctive
Relief, Specific Performance) and 11.18 (Jurisdiction and Venue), and (y) those provisions, and
the rights and obligations therein, set forth in this Agreement which either by their terms state, or
evidence the intent of the parties, that the provisions survive the expiration or termination of the
Agreement, or must survive to give effect to the provisions of this Agreement.
7. CONFIDENTIALITY
10
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. 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.
8. INDEMNIFICATION AND LIABILITY
8.1 INDEMNIFICATION BY CONTRACTOR. Subject to Section 8.3, CONTRACTOR hereby agrees
to defend and indemnify the CITY and its officials, managers, officers, employees, agents,
representatives and successors, permitted assignees and each of their affiliates, and all persons
acting by, through, under or in concert with them, or any of them (individually a "City of Lubbock
Party" and collectively, the "City of Lubbock Parties") against, and to protect, save and keep
harmless the City Parties from, and to pay on behalf of or reimburse the City Parties as and when
incurred for, any and all liabilities, obligations, losses, damages, penalties, demands, claims,
actions, suits, judgments, settlements, costs, expenses and disbursements (including reasonable
attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (collectively,
"Losses"), which may be imposed on or incurred by any City of Lubbock Party arising out of or
related to (a) any material misrepresentation, inaccuracy or breach of any covenant, warranty or
representation of CONTRACTOR contained in this Agreement, or (b) the negligence or willful
misconduct of CONTRACTOR, 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 willful
misconduct of any City of Lubbock Party.
8.2 INDEMNIFICATION BY CITY OF LUBBOCK. Subject to Section 8.3, the CITY, to the extent
allowed by law and without waiving any rights, defenses or immunities provided to it by the Texas
Tort Claims Act, hereby agrees to defend and indemnify CONTRACTOR 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, or any of them (individually a "CONTRACTOR Party" and collectively,
"CONTRACTOR Parties') against, and to protect, save and keep harmless CONTRACTOR
Parties from, and to pay on behalf of or reimburse CONTRACTOR Parties as and when incurred
for, any and all Losses which may be imposed on or incurred by any CONTRACTOR Party arising
out of or in any way related to (a) any material misrepresentation, inaccuracy or breach of any
covenant, warranty or representation of the CITY contained in this Agreement, or (b) the willful
misconduct of the CITY, 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 to the extent caused by the
willful misconduct of any CONTRACTOR Party.
8.3 INDEMNIFICATION PROCEDURES. In the event any claim, action or demand (a "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 so 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
shall have the right to choose counsel to defend such Claim (subject to the approval of such
11
counsel by the Indemnified Party, which approval shall not be unreasonably withheld, conditioned
or delayed), and to control, compromise and settle such Claim, and the Indemnified Party shall
have the right to participate in the defense at its sole expense; provided, however, the Indemnified
Party shall have the right to take over the control of the defense or settlement of such Claim at any
time if the Indemnified Party irrevocably waives all rights to indemnification from and by the
Indemnifying Party. The Indemnifying Party and the Indemnified Party shall cooperate in the
defense or settlement of any Claim, and no party shall have the right enter into any settlement
agreement that materially affects the other party's material rights or material interests without such
party's prior written consent, which consent will not be unreasonably withheld or delayed.
8.4 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, except as provided in Exhibit E.
9. NOTICES. Any notices to be given hereunder shall be in writing, and shall be deemed to have been given (a)
upon delivery, if delivered by hand, (b) three (3) days after being mailed first class, certified mail, return receipt
requested, postage and registry fees prepaid, or (c) one Business Day after being delivered to a reputable
overnight courier service, excluding the U.S. Postal Service, prepaid, marked for next day delivery, if the
courier service obtains a signature acknowledging receipt, in each case addressed or sent to such party as
follows:
Notices to CONTRACTOR:
American Traffic Solutions, Inc.
14861 N. Scottsdale Road, Suite 109
Scottsdale, AZ 85254
Attention: James D. Tuton
Tel: 888-776-8475
Fax: 480-607-0901
Notices to the City of Lubbock:
City of Lubbock
P.O. Box 2000
915 Ave J, Rm. 212
Lubbock, TX 79457
Attention: Jeryl (Jere) D. Hart, Jr.,P.E., City Trade Engineer
Tel: 806-775-2132
Fax: 806-775-2152
10. 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 10, 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 Iikely, then the parties may mutually agree to
submit to binding or nonbinding arbitration or mediation. In the event that the parties do not agree to mediate a
dispute, or in the event that mediation does not result in a settlement of the dispute, the parties may pursue their
claims in any court of competent jurisdiction in accordance with Sections 11.19 and 11.20 of this Agreement.
12
11. MISCELLANEOUS.
11.1 ASSIGNMENT. Neither party may assign all or any portion of this Agreement without the prior
written consent of the other. However, the CITY hereby acknowledges and agrees that the
execution (as outlined in Exhibit 1, to be attached if needed), delivery and performance of
CONTRACTOR's rights pursuant to this Agreement shall require a significant investment by
CONTRACTOR, and that in order to finance such investment, CONTRACTOR may be required
to enter into certain agreements or arrangements ("Financing Transactions") with equipment
lessors, banks, financial institutions or other similar persons or entities (each, a "Financial
Institution" and collectively, "Financial Institutions"). The City hereby agrees that
CONTRACTOR shall have the right to assign, pledge, hypothecate or otherwise transfer
{`'Transfer") its rights, or any of them, under this Agreement to any Financial Institution in
connection with any Financing Transaction between CONTRACTOR and any such Financial
Institution, subject to the CITY's prior written approval, which approval shall not be unreasonably
withheld or delayed. The City further acknowledges and agrees that in the event that
CONTRACTOR provides written notice to the CITY that it intends to Transfer all or any of
CONTRACTOR's rights pursuant to this Agreement, and in the event that the CITY fails to
provide such approval or fails to object to such Transfer within forty-five (45) business days after
its receipt of such notice from CONTRACTOR, for the purposes of this Agreement, the CITY
shall be deemed to have consented to and approved such Transfer by CONTRACTOR.
Notwithstanding the above, this Agreement shall inure to the benefit of, and be binding upon, the
parties hereto, and their respective successors or assigns.
11.2 "SPEED ENFORCEMENT" The City and CONTRACTOR agree that should legislation or
local ordinance be enacted to enable the photo enforcement of speed within the CITY's corporate
city limits, and the CITY requires this capability for public safety then the city will have the option
to extend this Agreement to include additional terms for photo enforcement of speed within the
city.
11.3 "STANDARDS OF PERFORMANCE" CONTRACTOR shall meet the Standards of Performance
in the installation and operation of CONTRACTOR System as shown in Exhibit G, Acceptance
Test Plan.
11.3.1 After a 917 day ramp up period after the installation of the 6h and of each following
System, each System at each approach shall perform according to the 80% citation
issuance rate as defined in the Acceptance Test Plan.
11.3.2 Should a camera system fail to produce at least an 80% capture rate of Total Possible
Violations as detailed in the Acceptance Test Plan set forth in Exhibit G upon receipt of
written notice from the CITY, CONTRACTOR shall have thirty (30) days to bring the
camera systems into compliance with this Standard of Performance.
11.4 RELP,TIONSHIP BETWEEN CONTRACTOR AND THE CITY OF LUBBOCK. Nothing in this
Agreement shall create, or be deemed to create, a partnership, joint venture or the relationship of
principal and agent or employer and employee between the parties. The relationship between the
parties shall be that of independent contractors, and nothing contained in this Agreement shall create
the relationship of principal and agent or otherwise permit either party to incur any debts or liabilities
or obligations on behalf of the other party (except as specifically provided herein).
11.5 AUDIT RIGHTS. Each of parties hereto shall have the right to audit 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
13
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 twenty five percent (25%) of the amount of actually owing, the cost of such
audit shall be borne by the Audited Party. In the event any such audit establishes any 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.
11.6 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 fines, floods, earthquakes, epidemics,
,quarantine restrictions, strikes, freight embargoes, any changes in State or Federal law that requires
remittance of any and/or all of the Revenue that the CITY is required to pay to CONTRACTOR,
or Governmental Authorities approval delays which are not caused by any act or omission by
CONTRACTOR, and unusually severe weather. The party whose performance is affected agrees
to notify the other promptly of the existence and nature of any delay.
11.7 ENTIRE AGREEMENT. This Agreement, including Exhibits A through H, represents the entire
Agreement between the parties, and there are no other agreements (other than invoices and
purchase orders), whether written or oral, which affect its terms. This Agreement may be amended
only by a subsequent written agreement signed by both parties.
11.8 SEVERABILITY. If any provision of this Agreement is held by any court or other competent
authority to be void or unenforceable in whole or part, this Agreement shall continue to be valid as
to the other provisions thereof and the remainder of the affected provision.
11.3 TIME. It is hereby expressly agreed and understood that time is of the essence for the
performance of the Agreement, and failure by CONTRACTOR to meet the time specifications of
the Agreement will cause CONTRACTOR to be in default of the Agreement.
11.10 WAIVER. Any waiver by either party of a breach of any provision of this Agreement shall not be
considered as a waiver of any subsequent breach of the same or any other provision thereof.
11.11 CONSTRUCTION. Except as expressly otherwise provided in this Agreement, this Agreement
shall be construed as having been fully and completely negotiated and neither the Agreement nor
any provision thereof shall be construed more strictly against either party.
11.12 HEADINGS. The headings of the sections contained in this Agreement are included herein for
reference purposes only, solely for the convenience of the parties hereto, and shall not in any way
be deemed to affect the meaning, interpretation or applicability of this Agreement or any term,
condition or provision hereof.
11.13 EXECUTION AND COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an original, and such
counterparts together shall constitute only one instrument. Any one of such counterparts shall be
sufficient for the purpose of proving the existence and terms of this Agreement and no party shall
be required to produce an original or all of such counterparts in making such proof.
11.14 COVENANT OF FURTHER ASSURANCES. All parties to this Agreement shall, upon request,
perform any and all acts and execute and deliver any and all certificates, instruments and other
documents that may be necessary or appropriate to carry out any of the terms, conditions and
provisions hereof or to carry out the intent of this Agreement.
14
11.15 REMEDIES CUMULATIVE. Each and all of the several rights and remedies provided for in this
Agreement shall be construed as being cumulative and no one of them shall be deemed to be
exclusive of the others or of any right or remedy allowed by law or equity, and pursuit of any one
remedy shall not be deemed to be an election of such remedy, or a waiver of any other remedy.
11.16 BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon all of the
parties hereto and their respective executors, administrators, successors and permitted assigns.
11.17 COMPLIANCE WITH LAWS. Nothing contained in this Agreement shall be construed to require
the commission of any act contrary to law, and whenever there is a conflict between any term,
condition or provision of this Agreement and any present or future statute, law, ordinance or
regulation contrary to which the parties have no legal right to contract, the latter shall prevail, but
in such event the term, condition or provision of this Agreement affected shall be curtailed and
limited only to the extent necessary to bring it within the requirement of the law, provided that
such construction is consistent with the intent of the Parties as expressed in this Agreement.
11.18 NO THIRD PARTY BENEFIT. Nothing contained in this Agreement shall be deemed to confer
any right or benefit on any Person who is not a party to this Agreement.
11.19 INJUNCTIVE RELIEF; SPECIFIC PERFORMANCE. The parties hereby agree and
acknowledge that a breach of Sections 4.1 (License), 4.3 (Restricted Use) or 7 (Confidentiality) of
this Agreement would result in severe and irreparable injury to the other party, which injury could
not be adequately compensated by an award of money damages, and the parties therefore agree and
acknowledge that they shall be entitled to injunctive relief in the event of any breach of any
material term, condition or provision of this Agreement, or to enjoin or prevent such a breach,
including without limitation an action for specific performance hereof.
11.20 APPLICABLE LAW. This Agreement shall be governed by and construed in all respects solely in
accordance with the laws of the State of Texas and the United States.
11.21 JURISDICTION AND VENUE. Any dispute arising out of or in connection with this Agreement
shall be submitted to the exclusive jurisdiction and venue of the courts located in the County of
Lubbock, Texas, and both parties specifically agrees to be bound by the jurisdiction and venue
thereof
11.22 MOST FAVORED NATION CLAUSE. If during the term of this Agreement CONTRACTOR
should enter into any agreement for the exact same services with another municipality within the
state of Texas for photo red light enforcement upon terms and conditions more favorable than
those granted to the CITY, CONTRACTOR agrees to notify the CITY and to modify this
Agreement to include such favorable terms if so requested by City.
11.23 INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and
performance provided by the CITY in its advertisement for bids and any other document provided
by CONTRACTOR as part of his bid, is intended by the parties as a final expression of their
agreement and is intended also as a complete and exclusive statement of the terms of their
agreement. Whenever a term defined by the Uniform Commercial Code is used in the Agreement,
the definition contained in the Code is to control.
11.24 OPERATION OF SECURITY INTEREST. CONTRACTOR agrees to obtain written agreement
not to execute its security interest on CONTRACTOR property located in Public Right-of-way
without giving the City Traffic Engineer 10 days notice and agreement to conduct such removal
only under the supervision of City Traffic Engineering Department personnel. CONTRACTOR
further agrees to provide the CITY with a copy of such written agreement prior to installation of
CONTRACTOR's equipment.
15
11.25 NO QUOTAS. There shall be on quota of violations issued and there shall be no altering of the
yellow light timing by CONTRACTOR or any of its subcontractors.
11.26 OWNERSHIP OF DATA, IMAGES AND VIDEO. All data, photo images, and video resulting
from the Agreement shall become the property of the CITY, and no data, images nor video shall
ever be sold or used for any purpose than the CITY purpose. All data, photo images and video
shall be maintained and disposed of in accordance with policies and procedures pursuant to Texas
Local Government Code, Chapter 203. CONTRACTOR shall not retain any copies of such data,
photos or video beyond what time as needed for performance of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth
above.
"CITY"
CITY OF LUBBO T XAS
DAVID A. MILLER, MAYOR
ATTEST:
Rebecca Garz , City Secretary
ROVED AS TO CONTENT:
y
Je art r., P.E. City Traffic E gine
r
APPROVED AS TO FO
By:
Dona Vandi er,
Attorney of Counsel
16
"CONTRACTOR„
5
By:
Name: Adam E. Tuton
Title: Executive Vice President / COO
Resolution No. 2007-80124
EXHIBIT "A"
DESIGNATED EQUIPMENT LOCATIONS
The Agreement is for the implementation of up to 24 locations as are warranted, with 12 locations being
implemented within the fust year. Identification of enforcement locations will be based on mutual agreement
between CONTRACTOR and the CITY as warranted by community safety and traffic needs, and as recommended
by the Citizens Traffic Commission of the City of Lubbock. The following table shows the first fourteen ( 14)
locations to be designated, and are subject to revision based on the mutual agreement between CONTRACTOR and
the CITY:
17
TxDOT
Top crash approach
Approach
Approach #
Location
in order
require
Agreement
with TxDOT
9
Avenue Q I Broa!L2X
NB, SB, WB
NB SB
1
Univers Avenue 182nd Street
+`fS6 WB, N B
I H 271 Avenue A South drive I Slaton Hwy
NB south side (2),
N B north side 3
both
10**
SB north side (1),
Avenue Q South Drive I IH 27 (Southbound)
SB south side 4
both
WB, (SB TfU
14*
Indiana Avenue 119th Street
SB, WB
campus)
2
University Avenue f 50th Street
**'WB EB, NB, SB
3
Indiana Avenue 150th Street
&-Wo, N B, EB I SB
1H 27 Southbound /66th Street
SB
SB
8**
I H 27 Northbound 166th Street
N B
N B
4
Frankford Avenue 182nd Street
* -NB, S B
5
Slide Road 150th Street
`"NB, EB, SB
7
University Avenue 119th Street
5,0, EB, WB I N B
EB, WB
11
Zenith Avenue 1 Parkwa Drive
EB, N B 1 SB I WB
EB WB
12
Frankford Avenue 14th Street
EB, WB
All directions
13*
Slide Road 179th Street.
SB
SB
6
Milwaukee Avenue 119th Street
*AVB
EB WB
...............
Above list shows which approaches for study, with priority of intersection
and direction shown (see Section 3.5)
Notes
" Included in study„
**TxDCY owned signals;
'"First T approaches on city ROW if violation rate justifies
approach in additional to crashes
17
Resolution No. 2007-80124
EXHIBIT "B"
CONTRACTOR SCOPE OF WORK AND OBLIGATIONS
1.1 CONTRACTOR IWLEMENTATION
1.1.1 CONTRACTOR agrees to provide a turnkey solution for Camera Systems to the CITY
wherein all reasonably necessary elements required to implement and operate the solution
are the responsibility of CONTRACTOR, except for those items identified in Section 2
titled "City of Lubbock Scope of Work'. CONTRACTOR and the CITY 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 CITY,
unless otherwise specified, the CITY shall not charge CONTRACTOR for the cost. All
other in -scope work, external to the CITY, is the responsibility of CONTRACTOR.
1.1.2 CONTRACTOR agrees to make every effort to adhere to the Project Time Line outlined
in this Exhibit B (to be supplied by CONTRACTOR).
1.1.3 CONTRACTOR shall assist the CITY with video evaluation of candidate sites using a
video system.
1.1.4 CONTRACTOR shall use reasonable commercial efforts to install and activate the first
six specified intersection within the first seventy-five (75) days subsequent to formal
project kick-off and assuming permits are receive within 45 days of kickoff. Any
additional intersections will be added within thirty (30) days of receipt of a notice to
proceed, which shall not precede a permit issued by the relevant authority to install a
system. The City agrees that the estimated timeframe for installation and activation are
subject to conditions beyond the control of CONTRACTOR and are not guaranteed. The
City acknowledges the importance of the safety program and undertakes that in order to
keep the project on schedule the CITY is to provide city engineer's review of
CONTRACTOR permit requests and all documentation within two business days.
CONTRACTOR shall also review and correct if necessary any redlines within two
business days. Permits need to be received within five business days of first submittal in
order to implement the program in a timely manner.
1.1.5 CONTRACTOR shall install Camera Systems at a number of intersection approaches to
be agreed upon between CONTRACTOR and the CITY after completion of site analyses.
In addition to the initial locations, the parties may agree from time to time, by additional
Work Order(s), to add to the quantities and locations where Camera Systems are installed
and maintained. Upon mutual agreement between the CITY and CONTRACTOR,
equipment at approaches that are no longer a safety problem may be relocated to
intersection approaches that are still experiencing safety problems at no additional costs
to the CITY.
1.1.6 CONTRACTOR shall operate each Camera System on a 24-hour basis, barring downtime
for maintenance and normal servicing activities.
1.1.7 CONTRACTOR' in-house marketing department and/or subCONTRACTOR shall assist
the CITY with public information and outreach campaign strategies as described below:
(actual media placement, print and production costs are the sole responsibility of the City
of Lubbock, except for Exhibit B, Section 1.1.7.4.6 200 Media Kits).
1.1.7.1 Planning activities, including:
18
1.1.7.1.1 Developing timelines for public meetings and surveys, program
implementation, evaluation and follow-up.
1.1.7.1.2 Developing community implementation strategies, objectives and
timeline
1.1.7.1.3 Identifyiung and engaging community activities and events
1.1.7.1.4 Creating a community partners' coalition from and with existing
community groups and stakeholders.
1.1.7.1.5 Securing endorsements from credible and convincing sources
1.1.7.1.6 Enlisting support of other local and national complementary
organizations (public and private) and interested parties to build
broad-based support
1.1.7.2 Implementation:
1.1.7.2.1 Generating community awareness
1.1.7.2.2 Educating and engaging the news media
1.1.7.2.3 Incorporating multicultural community outreach
1.1.7.2.4 Launching official campaign
1.1.7.2.5 Ongoing information flow, education, community dialogue and
media relations
1.1.7.3 Evaluation:
1.1.7.3.1 Monitoring public opinion to measure public support for the
program and the effectiveness of the campaign elements
1.1.7.3.2 Analysis of implemented program and direct feedback
1.1.7.3.3 Summary report and recommendations of stakeholders
1.1.7.4 Deliverables:
1.1.7.4.1 One public opinion research study of up to 400 registered voters
with up to 10 questions.
1.1.7.4.2 Five 10 -second radio spots and one 30 -second television spot in
English and Spanish. Media to be provided to the CITY for airing
as desired.
1.1.7.4.3 Educational and engaging website page content to be provided to
the CITY's webmaster.
1.1.7.4.4 Design and content of one graphically appealing and informative
public education pamphlet in English and Spanish languages (8 ''/z"
by I P) (materials to be printed and distributed by the CITY)
19
1.1.7.4.5 Power Point slide show for use by the Mayor, City Council
Members, the Police Chief, and other City personnel for
presentations and speaking engagements.
1.1.7.4.6 200 Media kits including:
+ Press Releases
+ Media Advisories
+ Backgrounder on City's photo enforcement program
+ Project fact sheet
+ Research summary confirming effectiveness of program in
other markets
• Graphics (How a Red Light Camera Works, Sample Traffic
Citation)
1.1.7.4,7 Assistance with media kick-off event, press conference and media
briefing
1.1.7.5 Proactive ongoing media relations activities (i.e. pitching story ideas, bookings
and appearances up to 8 hours of PR consultant time per month for 12 months
and 4 hours per month thereafter on a maintenance basis.
1.1.8 CONTRACTOR agrees to provide a secure web site accessible to citation recipients
(defendants) by means of a Notice Number and a PIN, which will allow violation image
and video viewing.
1.19 The CITY and CONTRACTOR shall complete a detailed Project Business Process Work
Flow design within 30 calendar days of Agreement signature. The flowchart shall detail
which agency (CONTRACTOR, City, Bank or Municipal Court) is responsible for the
task and reference a time frame to complete each task. CONTRACTOR shall detail
which agency is responsible for updating the database to track the status of the violation.
1.1.10 CONTRACTOR normally shall provide technician site visits to each Camera System
once per month to perform preventive maintenance checks consisting of camera enclosure
lens cleaning; camera, strobe and controller enclosure cleaning; inspection of wires and
cables, and general system inspection and maintenance.
1.1.11 CONTRACTOR shall repair a non-functional Camera System within. 72 business hours of
determination of a malfunction (see Exhibit D Section 2.4).
1.1.12 CONTRACTOR shall repair the citation processing system within 1 business day from
the time of the outage. Outages of City of Lubbock Internet connections or infrastructure
are excluded from this service level.
1.1.13 Prior to the installation date of the Photo Enforcement System, CONTRACTOR shall
open and maintain a fulltime (normal business hours Monday -Friday), local customer
office for the walk-in payment of fines and a local mailing address in the Lubbock
metropolitan area to accept payment by mail.
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1.2 CONTRACTOR OPERATIONS
1.2.1 Citation Approval Process
The City will provide staff, computer workstations and internet connections to review and
approve photo recorded violations and prepared notices. A City Enforcement Officer will
approve violations.
CONTRACTOR's software shall work with a standard internet browser. Notice of
Violations shall be available for on-line review and approval at locations to be designated
by the City Traffic Engineer or Police Chief.
Citations are to be made available for viewing by registered vehicle owner issued notices
of violation via a secure web site maintained by CONTRACTOR. Online viewing shall
be available on the same day that notices are mailed.
1.2.2 Citation Disbursement
As directed by the CITY, CONTRACTOR shall prepare notice letters for all chargeable
violations and shall mail a notice of violation to vehicle owners. Notices of violation are
considered civil penalties and not moving violations. Therefore, no driver's license or
insurance points are assessed for a citation.
Violations, for which registered owner data is available, shall be issued within seven (7)
business days of the violation event date. Any notices returned to sender for invalid
address CONTRACTOR is to utilize a secondary source (other than DMV) to obtain a
valid address of the violator.
Violations shall be sent every weekday and allow city staff ample time to review and
approve citations. The city ordinance requires the CITY to mail the notice of violation 30
days from the date of violation.
If the registered owner is in the business of renting or leasing the vehicle named in the
violation, the registered owner may transfer liability to the leasee under contract at the
time of the violation. To transfer liability, the registered owner must provide the name,
address, driver's license number and evidence of a contract agreement on the CITY
affidavit form on or before the preset adjudication date. Information shall be mailed to
CONTRACTOR and forwarded to the City Hearing Officer. If the information meets the
transfer of liability requirements, the City Hearing Officer shall notify CONTRACTOR to
issue a notice of violation to the person named as the Leasee within 30 days and place the
original notice on the dismissal list.
If the vehicle owner does not respond on or before the preset hearing, CONTRACTOR
shall prepare and mail the I' (first) default letter for any violations that remain unpaid
along with an additional late payment fee of $25.00. After 30 days, CONTRACTOR shall
send a god default letter for any violation that remains unpaid along with the additional
$25.00 late fee. The tad default letter indicating that the CITY will pursue collections on
unpaid notices by establishing a relationship with a collection agency. After 45 days,
CONTRACTOR shall require the collection agency to send correspondence indicating
that they are under contract to pursuing collections.
CONTRACTOR is to provide a monthly aged listing of unpaid violations to Contract
Administrator and the Hearing Officer.
21
The CITY shall approve the content and format of all correspondence to vehicle owners.
CONTRACTOR shall include an example of all proposed correspondence form letters
including but not limited to:
+ Notice of Violation
I' Default Letter stating failure to respond, $75 fine and $25 late fee
2°d Default Letter stating failure to respond, $75 fine, $25 late fee and warning that
failure to pay will result in collection agency actions
• 3`d Default Letter from a collection agency under contract with CONTRACTOR
• Correspondence related to adjudication by mail
• Notice of rescheduled hearing date
CONTRACTOR must ensure that websites, data links, and data are protected from
unwanted intrusion and manipulation by unauthorized persons
CONTRACTOR must provide a detailed summary of how the various websites used as
part of this project will be protected from unwanted intrusions or corruption of data by
unauthorized persons. Further, CONTRACTOR must outline in the Business Plan, the
steps it will undertake to recover from such an attack, in terms of restoring daily
operations; restoring customer confidence, especially if given wrong information; and
ensuring validity of evidence for hearings.
1.2.3 Collections
The City Council has enacted an ordinance pertaining to red light photo -enforcement. The
ordinance established a minimum civil penalty fine for running a red light. The fine is
$75.00. The fines for a third or subsequent violation within a 12 month period will be at
a higher rate of $150.00. CONTRACTOR shall be required to track and verify multiple
violations in a 12 month period and indicate the appropriate fine on the notice.
CONTRACTOR shall collect payments from citizens on civil citations. Payment options
must include payment by cash, check, money order or credit card, via telephone or
Internet. CONTRACTOR shall establish a location to collect payments from "Walk-ins".
Each paid violation shall have a receipt (electronic or hard copy) provided to the payer
that references the citation number and the amount paid. In addition, CONTRACTOR
shall handle affidavits of transfer of liability, and bill the newly identified violator within
30 days.
A Barcode system will be used on the notice of violation forms.
CONTRACTOR shall handle all initial phone inquiries from citizens. The City's central
operator will also assist citizens with inquiries about violations. CONTRACTOR shall
assist in the preparation of scripts for the operator.
CONTRACTOR shall deposit all monies collected into a City account daily. Ledgers are
to be maintained which show vehicle license plate, violations, fees paid, outstanding
violations and deposits. Fine collection procedures will be developed. CONTRACTOR
shall also capture payment method data (i.e. paid by mail, walk-in, city facility, internet,
etc.)
22
Records will be kept in accordance with generally accepted accounting practices.
CONTRACTOR may establish a relationship with a collection agency to pursue any
unpaid citations. CONTRACTOR is to outline methods to be used for collection of past
due payments. These methods are to be approved by the CITY as part of the Business
Process Plan.
1.2.4 Adjudication Process
The registered owner has the option to contest a citation. City Hearings will be conducted
by a City Hearing Officer. Hearing Officers and hearing rooms will be provided by the
CITY.
The notice of violation shall automatically generate a preset hearing date 16 days from the
date of violation; accounting for weekday business hours. The notice of violation shall
refer requests to reschedule hearing dates to the office of the City Hearing Officer.
Instantor hearings will not be allowed. If the registered owner requests an alternate
hearing date, the CITY will be responsible for scheduling such date. CONTRACTOR
shall allow the hearing officer to update the system to prevent a default letter from being
automatically generated.
The City will allow registered owners to adjudicate by mail. The City must receive the
information relating to defenses by mail on or before the preset hearing date.
CONTRACTOR shall be responsible for receiving all mail, scanning all correspondence
received, and forwarding the information to the City Hearing Officer. The City is
required to resolve all adjudications by mail within 90 days of the date of violation.
A resolution by an adjudication officer that results in dismissal will be communicated by
the Hearing Officer or the Contract Administrator to CONTRACTOR for records update
and citation clearance.
A resolution by an adjudication officer that upholds a citation and is accepted by a citizen
may have revenues collected by Municipal Court Administration. Municipal Court
Administration will deposit any collected revenues and send updates of the account to
CONTRACTOR. CONTRACTOR shall then update CONTRACTOR's records.
Payments are due immediately following a hearing unless the hearing officer chooses to
set an alternate date for collection. CONTRACTOR shall provide methods to track
payment dates set by the hearing officer.
Any citation that is unresolved after a hearing officer's review may be appealed to a
Municipal Court Judge sitting as an administrative appeals officer. A review will be
scheduled by Municipal Court Administration and a decision issued.
Municipal Court Administration will inform CONTRACTOR of adjustments to the
citation account in accordance with the Administrative Judge's decision, collect monies as
appropriate and forward the information to CONTRACTOR. CONTRACTOR shall then
make the appropriate adjustments. CONTRACTOR shall detail how this process will be
tracked and communicated between CONTRACTOR and municipal courts system.
CONTRACTOR shall provide internet access to adjudication officers and judges for
viewing of violations. The City will provide the equipment for this access and viewing
1.2.5 CONTRACTOR shall provide the CITY with a one-time warning period up to 15 days in
length at the outset of the program.
23
1.2.6 As the party responsible for initial contact with the violator, CONTRACTOR shall
provide the CITY with authorization to access its automated web -based citation
processing system including image processing, 1' notice color printing, 2nd notice black
and white printing and mailing of a Citation or Notice of Violation per chargeable event
and collections services. Each citation shall be delivered by First Class mail to the
registered owner within the statutory period. Subsequent mailings to drivers identified in
affidavits of non -liability or by rental car companies are also included.
1.2.7 CONTRACTOR shall apply an electronic signature to the citation when authorized to do
so by an approving law enforcement officer.
1.2.8 CONTRACTOR shall obtain in-state vehicle registration information necessary to issue
citations assuming that it is named as the CITY's agent and the State provides the
registration data.
1.2.9 CONTRACTOR shall seek records from out-of-state vehicle registration databases and
apply records found to issue citations for the CITY.
1.2.10 Unless the CITY desires to integrate CONTRACTOR data to its court system,
CONTRACTOR shall provide an on-line court processing module, which will enable the
court review cases, related images, correspondence and other related information required
to adjudicate the disputed citation. The system will also enable the Court staff to accept
and account for payments.
1.2.11 The citation processing system shall provide the CITY with ability to run and print
CONTRACTOR standard reports.
1.2.12 I£ required by the court or prosecutor, CONTRACTOR shall provide the CITY with, or
train a local expert witness able to testify in Court on matters relating to the accuracy,
technical operations, and effectiveness of the citation processing System until judicial
notice is taken.
1.2.13 In those instances where damage to a Camera System or sensors is caused by the CITY or
its agents, CONTRACTOR shall provide an estimate of the cost of repair. Upon
authorization to proceed with the repairs or replacement, CONTRACTOR shall replace or
repair any damaged equipment and invoice for the pre -approved repair cost.
CONTRACTOR shall bear the cost to replace or repair equipment damaged in all other
circumstances.
1.2.14 CONTRACTOR shall provide a help line to help the CITY resolve any problems
encountered regarding its. Red Light Camera System and/or citation processing. The help
line shall function during normal business hours on Central Standard Time.
1.2.15 CONTRACTOR shall provide training (i) for up to fifteen (15) personnel of the CITY,
including but not limited to the persons who the CITY shall appoint as Authorized
Officers and other persons involved in the administration of the Red Light Photo
Enforcement Program, (ii) for at least sixteen (16) hours in the aggregate, (iii) regarding
the operation of CONTRACTOR System and the Red Light Photo Enforcement Program,
which training shall include training with respect to CONTRACTOR System and its
operations, and strategies for presenting Violations Data in administrative adjudication
hearing proceedings and a review of the Enforcement Documentation,
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1.2.16 Monthly Reporting
CONTRACTOR shall provide monthly reports to the CITY detailing automated
enforcement operation, including but not limited to:
1.2.17.1 Operations
• Violation Records for each camera
• Citations Issued for each camera
• Detailed Phone Customer Assistance
• Appointments Scheduled/Held
• Citation Status/Dispositions
• Equipment Hours of Operation for each camera
• System Reliability/Operations
• Performance Data
1.2.17.2 CONTRACTOR shall provide monthly reports that give the following
information in a format convenient to CONTRACTOR and acceptable to the
CITY:
1.2.18.1.1 The total number of events detected, citations issued, and
prosecutable image rate by location and in total.
1.2.18.1.2 The total number of violations that occurred and percentages of
total vehicle traffic per lane.
1.2.18.1.3 The total number and percentage of rejected images by reason.
These shall be broken down into controllable and uncontrollable
reasons. The sum of all events shall include the exceptions listed
below including controllable and uncontrollable events:
1.2.18.1.3.1 CONTRACTOR Controllable Exceptions such as
but not limited to):
• False camera triggers
• Dark or improperly illuminated images
• Washed out license plates / reflective sheeting
• License plates with plate blockers
• Out of focus / unreadable license plate images
• Vehicles out of position in the first or second images
25
• Images with unmatched violation event data
• Improper red time delay
• Green light in second image
• Too old to issue notice (legal time expired)
• Wrong license plate entered
• Red light not visible in frame
1.2.18.1.3.2 Uncontrollable Rejections !outside _ of
CONTRACTOR's control!:
• Missing license plate
• Obstructed license plate
• Temporary / Paper / Dealer Plate
• Unenforceable license plate — (Law enforcement /
diplomat / emergency vehicle)
• Funeral procession or other wave through
• No DMV record found
2, CITY OF LUBBOCK SCOPE OF WORK AND OBLIGATIONS
2.1 GENERAL IMPLEMENTATION REQUIREMENTS
2.1.1 The CITY's project manager, with authority to coordinate CITY responsibilities under
the Agreement, is listed in 9.2 of the agreement.
2.1.2 Within 7 business days of Agreement execution, the CITY shall provide CONTRACTOR
with the name and contact information for a Municipal Court manager responsible for
oversight of all Court -related program requirements.
2.1.3 The CITY shall make every effort to adhere to the Project Time Line proposed by
CONTRACTOR.
2.1.4 The CITY shall, on a form provided by CONTRACTOR, provide verification to the State
Department of Motor Vehicles, National Law enforcement Telecommunications System,
or appropriate authority indicating that CONTRACTOR is acting as an Agent of the
CITY for the purposes of accessing vehicle ownership data pursuant to the list of
permissible uses delineated in the Drivers Privacy Protection Act 18 U.S.C. § 2721,
Section (b) (1) and as may otherwise be provided or required by any provision of
applicable state law.
2.1.5 The CITY and CONTRACTOR shall complete the Project Business Process Work Flow
design within 30 calendar days of Agreement signature.
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2.1.6 The CITY shall diligently prosecute all contested Notices of Violation before the hearing
officer and any appeal to City of Lubbock Municipal Court. CONTRACTOR shall
diligently prosecute the collection of all Fines, contested or uncontested.
"CONTRACTOR shall establish a demand deposit account bearing the title,
"CONTRACTOR as agent for Lubbock" at a U.S. Bank. All funds collected on behalf of
the CITY will be deposited in this account and transferred by wire daily to the CITY's
primary deposit bank. The CITY will identify the account to receive funds wired from
the Bank. A W-9 and blocked account agreement, to be completed by the CITY, is
provided to ensure the city's financial interest in said Bank account is preserved."
2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS
2.2.1 The CITY will design, fabricate, install and maintain red light camera warning signs.
2.2.2 The CITY 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. On CITY owned signals, CONTRACTOR shall be allowed to access
existing signal conduits if space is available. CONTRACTOR may mount video
detection equipment on CITY existing signal equipment upon approval from City Traffic
Engineer. On TxDOT owned intersections (Exhibit A), CONTRACTOR shall not have
access to conduits or signal equipment without TxDOT approval.
2.2.3 CONTRACTOR shall provide installation drawings according, to applicable standards.
2.2.4 The CITY shall not charge CONTRACTOR or its subcontractor for building,
construction, street use and/or pole attachment permits.
2.3 POLICE DEPARTMENT OPERATIONS
2.3.1 The Police Department shall process each potential violation in accordance with State
Laws and/or City Ordinances within 3 business days of its appearance in the Police
Review Queue, using CONTRACTOR's system to determine which violations will be
issued as Citations or Notices of Violation.
2.3.2 Police Department workstation computers and monitors for citation review and approval
must provide a resolution of 1280 x 1024.
2.3.3 For optimal data throughput, Police Department workstations must be connected to a
high-speed internet connection with bandwidth of T-1 or greater.
2.3.4 Police Department shall provide signatures of all authorized police users who will review
events and approve citations on forms provided by CONTRACTOR.
2.4 COURT OPERATIONS
2.4.1 The CITY shall use CONTRACTOR payment processing services.
2.4.2 Court shall provide a judge or hearing officer and court facilities to schedule and hear
disputed citations.
2.4.3 Court shall provide the specific text required to be placed on the Citation notice to be
issued by CONTRACTOR within 30 calendar days of contract signature.
2.4.4 The Court shall approve the Citation form within 15 days receipt from CONTRACTOR.
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2.4.5 Court shall handle inbound and outbound phone calls and correspondence from
defendants who have questions about disputes, and other issues relating to citation
adjudication. Court may refer citizens with questions regarding payments, about
CONTRACTOR or photo enforcement technology and related processes to websites
and/or toll-free telephone numbers provided by CONTRACTOR for that purpose.
2.4.6 Any potential one time, direct costs to CONTRACTOR (including CONTRACTOR'
costs) to develop an interface between the Court system will be initially paid by
CONTRACTOR shall be reimbursed to CONTRACTOR from collected revenues from
the program once available.
2.5 INFORMATION TECHNOLOGY DEPARTMENT OPERATIONS
2.5.1 In the event that remote access to CONTRACTOR citation processing System is blocked
by City of Lubbock network security infrastructure, the CITY'S Department of
Information Technology shall coordinate with CONTRACTOR to facilitate appropriate
communications while maintaining required security measures.
2.6 MAINTENANCE
2.6.1 Unless otherwise stipulated in this agreement, all repairs and maintenance of Red Light
Photo Enforcement systems and related equipment will be the sole responsibility of
CONTRACTOR, including but not limited to maintaining the casing of the cameras
included in CONTRACTOR System and all other equipment in reasonably clean and
graffiti -free condition.
2.6.2 CONTRACTOR shall not open the Traffic Signal Controller Boxes without a
representative of city Traffic Engineering present nor shall CONTRACTOR or any of its
subcontractors ever make any signal timing modifications.
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EXHIBIT C
COMPENSATION & PRICING
1. PRICING
Resolution No. 2007—RO124
1.1 Fees, as shown in the Bid Form, are to be for a complete turnkey service operation in which
CONTRACTOR retains ownership of all equipment and provides all program services (hardware
and software, installation and maintenance, citation processing, public education, telephone hotline
support) under a 5 -year Agreement.
1.2 Delinquent Collections Services will be provided by CONTRACTOR for a fee of 25% per
collection payable to CONTRACTOR. This fee is exclusive of the base fee indicated in the Bid
Form.
1.3 CONTRACTOR shall bear all costs for additional sites, if requested by the CITY.
CONTRACTOR and the CITY will agree on all site locations and the scheduling of new
installations.
1.4 CONTRACTOR shall commit to Exhibit F which outlines the plan for a Collections Program
based on a collection percentage (%) guarantee and penalties for poor performance of collections
and processing for collection of accounts past due beyond 90 days. The percentage guarantee will
be equal to 70% or higher, as defined in Exhibit F.
1.5 Fees applied and paid by violators to cover costs of checks returned NSF are for the account of
CONTRACTOR and do not contribute to gross receipt tiers stated above. The focus of the
Program is to encourage drivers to reduce red light violations. Accordingly, the parties agree that
the compensation to be paid to CONTRACTOR is not dependent upon violation rates but is made
in consideration of total services rendered in support of the Program. The parties agree that this
Program is intended to be cost neutral or "self -funding" and therefore the CITY's obligation for
payment and total compensation paid to CONTRACTOR over the course of this Agreement shall
not exceed the total amount of civil penalties received from violators.
2. BUSINESS ASSUMPTIONS FOR ALL PRICING OPTIONS:
2.1 CONTRACTOR construction will be able to utilize existing City owned conduit, signal poles and
pull boxes for installation where space is available upon approval by City Traffic Engineer.
2.2 The CITY agrees to pay CONTRACTOR within thirty (30) days after the invoice is received. A
monthly late fee of 1.5% is payable for amounts remaining unpaid 60 days from date of invoice.
3. COST NEUTRALITY
3.1 Cost neutrality is assured to the CITY. The maximum compensation that the CITY shall be
obligated to pay to CONTRACTOR each month is the Fixed Fee. Each month, the CITY and
CONTRACTOR shall compare the aggregate revenue received from all Notice of Violations
("Revenue") to the total amount invoiced by CONTRACTOR for the Fixed Fee ("Amount
Invoiced") during the previous month ("Cost Neutrality Review"). If the Amount Invoiced
exceeds the Revenue, then City shall only be obligated to pay the Revenue to CONTRACTOR and
the difference between the Revenue and the Amount Invoiced for that month will carry over to the
next month as a deficit ("Deficit Amount"). If, in the next following month, the Revenue exceeds
the Amount Invoiced, the CITY shall pay the Amount Invoiced plus all or any portion of the
accumulated Deficit Amount to the extent that there is sufficient Revenue to pay all or any portion
of the Deficit Amount. Upon contract expiration or termination, if an invoiced balance is still owed
to CONTRACTOR, all subsequent receipts from automated red light violations for a period of 12
months from date of termination will be applied to such balance and paid to CONTRACTOR.
3.2 CONTRACTOR agrees that the CITY's obligation to pay the monthly Fixed Fee shall be limited
to those revenues generated by the Program, collected by CONTRACTOR, and received by the
CITY. CONTRACTOR acknowledges that the CITY is not making, and will not make, any
current or future obligation of any other revenues of the CITY other than program Revenues.
4. CONTRACTOR PAYMENT PROCESS
4.1 CONTRACTOR agrees to contract for Lockbox Services with a banking institution of its choice
and that any interest earnings within the account will be revenue to the CITY and will not be
included as revenue for the purposes of this Agreement. CONTRACTOR shall transfer cleared
funds from the account to a city specified account on a daily basis, and may not retain cleared
funds for any reason. CONTRACTOR shall not hold any City funds including cash receipts nor
shall they net any portion of their payment out of City funds.
4.2 On or before the fifteenth day of each month, CONTRACTOR shall prepare a statement to be sent
to the CITY which includes (a) the amount of fines collected in the lockbox for the preceding
month plus the amount of fines collected via court proceedings during the month ("Monthly
Collections"), (b) the amount of the all Fees for the installed and operating Designated Intersection
Approaches, (c) the amount by which all Fees exceed or fall short of fines collected for the
preceding month, (d) the cumulative balance of the shortfall or overage in fees since the
Commencement Date (e) an aging report of citations issued, and (f) a detailed list, by offender, of
citations issued.
4.3 CONTRACTOR shall remit an invoice to the CITY on or before the 15* of each month and an
analysis that will reflect the cumulative deficit, fines collected, and outstanding fines.
4.4 CONTRACTOR shall offer the following payment methods;
4.4.1 By Mail: When paying a Citation by mail, the individual will be asked to enclose the
Citation and personal check, money order or casher's check for the fine amount and court
costs indicated on the front of the Citation. Checks will be made payable as directed by
the CITY and will be mailed to a City of Lubbock address for deposit in the lockbox
account.
4.4.2 By Phone: Credit card payments will be accepted over the telephone by calling
CONTRACTOR local customer service office. CONTRACTOR shall direct the third
party processor processing said payments initiated via telephone to deposit the fiords
directly to the lockbox account. A convenience fee of not more than $4 of the fine
amount may be charged to the violator at no cost to the city for handling such
transactions.
4.4.3 Pay -by -Web: Credit card payments will be accepted by CONTRACTOR via the internet.
CONTRACTOR shall direct the third party processor processing said payments initiated
via internet to deposit the funds directly to the lockbox account. A convenience fee of not
more than $4 in addition to the fine amount may be charged to the violator at no cost to
the city for handling such transactions.
4.4.4 Walk-in: CONTRACTOR shall establish a local office location to collect payments from
"Walk-ins". CONTRACTOR shall collect payments from citizens on civil citations.
Payment options must include payment by cash, check, money order or credit card. Each
paid violation shall have a receipt (electronic or hard copy) provided to the payer that
30
Resolution No. 2007-80124
BID FORM
Red Light Camera Enforcement Systems and Services
CITY OF LUBBOCK, TEXAS
ITB #07 -027 -RW
In compliance with the Invitation to Bid #07 -027 -RW, the undersigned Bidder having examined the Invitation to
Bid, Specifications, and Agreement and being familiar with the conditions to be met, hereby submits the following
Bid for furnishing the material, equipment, labor and everything necessary for providing the items listed below and
agrees to deliver said items at the locations and for the prices set forth on this form. The Invitation to Bid 07 -027 -
RW is by reference incorporated in the Agreement. The Bid Form must be completed in blue or black ink or by
typewriter.
Item
Description
Per Month
P
1.
First 12 approaches
$4,750
Discount during first 12 months of operation
$500
Each additional approach after the first 12
$4,750
2.
Discount during the first 12 months of operation
$500
3.
Each approach with Dummy Camera(s)
e:
Active-Rotatabl$1,250
Inactive -Placebo: $250
PAYMENT TERMS AND DISCOUNTS - Bidder offers a prompt payment discount of 0%, net N/A calendar
days. Discounts will not be considered in determining low bid. Unless otherwise indicated on the Bid Form,
payment terms will he NET THIRTY DAYS. The City will pay the successful bidder within thirty days after the
receipt of a correct invoice or after the date of acceptance, whichever event occurs later. Discounts for prompt
payment requiring payment by the City within a stipulated number of days will be interpreted as applying within the
stipulated number of calendar days after the date of receipt by the City of a correct invoice or after the date of
acceptance that meets contract requirements, whichever event occurs later. Discounts for payment in less than ten
days will not be considered.
INTERLOCAL PURCHASING (optional): The City desires to make available to other local governmental entities
of the State of Texas, by mutual agreement with the successful bidder, and properly authorized interlocal purchasing
agreements as provided for by the Interlocal Cooperation Act (Chapter 791, Government Code), the right to
purchase the same services, at the prices quoted, for the period of this Agreement. Each bidder shall indicate on the
Bid Form in the space provided below if he/she will honor Political Subdivision orders in addition to orders from the
City of Lubbock. Should these other governmental entities decide to participate in thiscontract, would you (the
bidder) agree that all terms, conditions, specifications, and pricing would apply?
Other governmental entities that might have interests in this Agreement are Frenship Independent School
District, Lubbock Housing Authority, Lubbock County, Lubbock County Hospital District, Lubbock
Independent School District, South Plains Association of Governments, City of Texarkana, Texas Tech
University, West Texas Municipal Power Agency, Lynn County, and City of Wolfforth.
YES X NO
• If you (the bidder) checked YES, the following will apply:
30- A
• Governmental entities utilizing Interlocal Agreements for Cooperative Purchasing with the City of Lubbock
will be eligible, but not obligated, to purchase materials/services under the contract(s) awarded as a result of
this solicitation. All purchases by governmental entities other than the City of Lubbock will be billed
directly to that governmental entity and paid by that governmental entity. City of Lubbock will not be
responsible for another governmental entity's debts. Each governmental entity will order their own
materials/services as needed.
THIS BID IS SUBMITTED BY American Traffic Solutions. Inc. a corporation organized under the laws of
the State of Kansas , or a partnership consisting of
or an individual trading as of the City of
Firm: American Traffic Solutions Inc.
Address: 14861 N. Scottsdale Rd., Ste. 109
City: Scottsdale State AZ Zi 85254
M/WBE Woman Black American Native American
Firm:
Hispanic American Asian Pacific Other (Specify)
American
a
Authorized Representative - must sign by hand
Officer Name and Title: James D. Tuton. President/CEO
Please Print
Business Telephone Number {480) 443-7000 __ FAX: (480) 607-0901
FOR CITY USE ONLY
Bid Form Item Number(s) Awarded to Above Named Firm/Individual:
Date of Award by City Council (for bids over $25,000): Date P.O./Contract Issued:-
RIM
ssued:
Resolution No. 2007-80124
references the citation number and the amount paid. The funds shall be transferred to a
lockbox account. In addition, CONTRACTOR shall handle affidavits of transfer of
liability, and bill the newly identified violator within 30 days.
EXHIBIT D
INSTALLATION & MAINTENANCE
CONTRACTOR must comply with the following installation and maintenance requirements:
INSTALLATION
1.1 Equipment installation shall be non-invasive (above ground only). A vehicle detection system
using digital video without a minimum speed for detection is preferred. Installation will be
accomplished without interfering with existing roadway surfaces, with the exception of necessary
conduit installation.
1.2 CONTRACTOR shall install the System at sites chosen by the CITY. Although the CITY will be
responsible for site selection, it will seek CONTRACTOR's assistance for site analysis
recommendations and assistance in the final selection.
1.3 CONTRACTOR shall install the System on existing traffic control poles or on newly installed
poles. The System shall in no way interfere with the cycling, timing or sequencing of traffic
signals. Power for the system is to be provided independently of the traffic signal metered service.
Power will not be provided from the traffic signal cabinet. CONTRACTOR shall be responsible
for obtaining power from the appropriate utility, and be solely responsible for utility costs to power
the system.
1.4 The City Traffic Engineer shall approve all sensor placements and timing sequences.
CONTRACTOR shall install the poles, sensors and camera systems under the supervision of the
CITY's Traffic Engineering Department and in accordance with all current standards.
CONTRACTOR shall be responsible for submitting any plans, as prescribed by City Code,
obtaining all necessary permits and adhering to all applicable City of Lubbock rules and
regulations, signage, building construction standards, state and federal guidelines. System will
also provide 60 -day motion video surveillance storage for each installed approach.
1.5 Locating of underground facilities, prior to construction, shalt be the responsibility of
CONTRACTOR. Any damage to existing utilities will also be the responsibility of
CONTRACTOR.
1.6 CONTRACTOR shall give the Traffic Operations Manager at 806-775-2174 or 806-549-1119
prior notice, 24 hours in advance, that work will be performed prior to visiting any of the installed
locations. CONTRACTOR shall notify the Traffic Operations Manager at the time work crews
arrive at the intersection to begin work and also contact the Traffic Operations Manager at the time
the crews leave the intersection. This includes work performed outside of the traffic signal
controller cabinet.
1.7 All imaging equipment, computer equipment and other associated equipment shall be new and
state-of-the-art. The City reserves the right to reject equipment that does not meet current market
standards.
1.8 CONTRACTOR's equipment shall be compatible with the CITY's 170 -model traffic controller
cabinets.
31
1.9 CONTRACTOR shall use isolation relays or equivalent to protect traffic signal equipment from
noise, transient voltage, and any related remote interconnect or interference problems in
accordance with the National Electric Manufacturer's Association (NEMA) standard.
1.10 CONTRACTOR's system shall provide a convenient means of disconnecting it from the traffic
signal system. City shall retain the right to disconnect CONTRACTOR's system form the traffic
signal system when, in the opinion of the CITY, it is in the CITY's best interest to do so for
purposes of maintenance, repair, troubleshooting or other reason related to the proper operation of
the traffic signal system.
1.11 CONTRACTOR's camera system shall monitor status of the traffic signal via field terminals (120
VAC).
1.12 Video streams and intersection data shall be transmitted securely from the intersection to the
processing facility in near real time, without human intervention. In the event of transmission or
communications failure, the intersection equipment shall be capable of storing at least a full day's
complete violation records; in such case, the data shall be manually retrieved daily in the field.
1.13 CONTRACTOR must be able to install and remove upon request "Dummy" systems that exhibit
all the actions of an operational System but that do not issue violation notices. All time and costs
associated with "Dummy" systems must be detailed in the Bid Form. The number and locations of
"Dummy" systems (if any) shall be determined by the CITY.
1.14 CONTRACTOR shall obtain all required permits, licenses, and insurance required for the
completion of the installation of the System. CONTRACTOR shall also meet any and all federal,
state, and local laws and policies for the installation of the System.
1.15 If "as built" drawings of the intersection traffic signal hardware place are available, the CITY will
provide copies to CONTRACTOR. Drawings are not to scale and shall not be used to locate
signal conduit or other utility locations.
1.16 CONTRACTOR shall be required to have an approved Acceptance Testing Plan that meets or
exceeds Exhibit G.
1.17 CONTRACTOR may employ subcontractors to perform certain of its responsibilities. However,
CONTRACTOR shall not subcontract any portion of its installation responsibilities without first
obtaining express written permission from the CITY. If the CITY consents to such subcontract(s),.
CONTRACTOR shall be fully responsible to the CITY for all acts and omissions of the
subcontractor(s).
1.18 CONTRACTOR shall prepare detailed plans for installation, along with a "footprint" of equipment
installed, of the System that will be approved by the CITY, at a minimum, the Transportation and
Public Works Division, prior to installation. These plans shall become the property of the CITY
and shall be prepared by an appropriately licensed professional engineer in the State of Texas.
Before the final activation, each installation and its operation must be approved for activation by
the Transportation and Public Works Division through the City Traffic Engineer, Assistant City
Engineer or the City Engineer.
2. MAINTENANCE
2.1 Each camera system must be capable of performing internal calibration checks for accuracy and
functionality. Evidence of such testing must be imprinted on the digital camera image. Test
failures must prevent further operation of the incapacitated unit. The internal test should provide a
visual and/or auditory signal that clearly indicates the digital camera system's operational accuracy
32
or lack thereof CONTRACTOR shall notify the CITY of any malfunctions in any of the installed
systems immediately upon their discovery.
2.2 All operating, maintenance and repair costs will be the responsibility of CONTRACTOR. This
includes any damages to equipment in the field due to severe weather, vehicle collisions, or
vandalism.
2.3 The system shall be capable of continuous remote monitoring to determine proper operation.
CONTRACTOR shall perform remote status checks and camera monitoring at least twice daily.
The System must automatically notify appropriate personnel of any System failure or other
problem that would cause the System to be inoperable. CONTRACTOR shall then be required to
respond and repair any report of a malfunctioning system within 24 -hours of receiving notice. No
existing traffic signal systems telemetry shall be used for conveyance of any system information,
reports, or failure notification.
2.4 Any defective equipment that is not replaced or repaired (made operational) within 72 hours of
notification by the CITY shall result in liquidated damages of $100.00 per day up to five (5) days
payable to the CITY by CONTRACTOR. Liquidated damages of $500.00 per day will be
assessed after the initial five days and $1,000.00 per day for each day past the tenth (10's) day after
notification by the CITY. The City and CONTRACTOR agree that there are circumstances
beyond either party's control (such as a pole knockdown) that may result in significant down time.
These issues are not subject to these damages until after the fifteenth (15`s) business day following
the occurrence.
2.5 CONTRACTOR shall perform scheduled maintenance on the System not less than once each
month, and CONTRACTOR's staff will certify all System testing. All reports detailing such
testing, maintenance and repair must be maintained by CONTRACTOR and made available to the
CITY upon request.
33
Resolution No. 2007—RO124
EXHIBrr E
INSURANCE
During the Term, CONTRACTOR shall procure and maintain and CONTRACTOR's sole cost and expense the
following insurance coverage with respect to claims for injuries to persons or damages to property which may arise
from or in connection with the performance of work or services pursuant to this Agreement by CONTRACTOR, and
each of CONTRACTOR's subcontractors, agents, representatives and employees:
COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial General Liability Insurance with
coverage of not less than One Million Dollars ($1,000,000) combined single limit per occurrence for bodily
injury and property damage, including, but not limited to, contractual liability;
2. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. Commercial Automobile Liability
Insurance with coverage of not less than One Million Dollars ($1,000,000) combined single limit per
occurrence for bodily injury or property damage, including but not limited to coverage for all automobiles
owned by CONTRACTOR, hired by CONTRACTOR, and owned by third parties;
3. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE. Contractor shall
elect to obtain workers' compensation coverage pursuant to Section 406.002 of the Texas Labor Code.
Further, Contractor shall maintain said coverage throughout the term of this Lease and shall comply with all
provision of Title 5 of the Texas Labor Code to ensure that CONTRACTOR maintains said coverage. Any
termination of workers' compensation insurance coverage by Contractor or any cancellation or non -renewal
of workers' compensation insurance coverage for CONTRACTOR shall be a material breach of this
Agreement. CONTRACTOR may maintain Occupational Accident and Disability Insurance in lieu of
Workers' Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in
favor of the CITY.
Employer's Liability with limits of at least $500,000 each accident, $500,000 by disease policy limit, and
$500,000 by disease each employee shall also be obtained and maintained throughout the term of this
Lease.
4. Other Insurance Requirements:
Contractor's general liability and auto liability insurance policies through policy endorsement must include
wording, which states that the policy shall be primary and non-contributory with respect to any insurance
carried by the CITY. The certificate of insurance described below must reflect that the above wording is
included in evidenced policies. All policies must be endorsed to include a waiver of subrogation in favor of
the CITY.
With respect to the insurance described in the foregoing Section of this Exhibit E, any deductibles or self-
insured retentions must be declared to and approved by the CITY and any changes to such deductibles or
self-insured retentions during the Term must be approved in advance in writing by the CITY.
6. With respect to the Commercial General Liability Insurance the following additional provisions shall apply:
6.1 The City of Lubbock Parties shall be covered as additional insured with respect to any liability
arising from any act or omission of any CONTRACTOR Parties on the premises upon which any
such CONTRACTOR Parties may perform services pursuant to this Agreement, and such coverage
shall contain no special limitations on the scope of protection afforded to such additional insured.
6.2 The insurance coverage procured by CONTRACTOR and described above shall be the primary
insurance with respect to the City of Lubbock Parties in connection with this Agreement, and any
insurance or self-insurance maintained by any of the (insert name) shall be in excess, and not in
contribution to, such insurance.
6.3 Any failure to comply with the reporting provisions of the various insurance policies described
above shall not affect the coverage provided to the (insert names), and such insurance policies
34
shall state the such insurance coverage shall apply separately with respect to each additional
insured against whom any claim is made or suit is brought, except with respect to the limits set
forth in such insurance policies.
With respect to the insurance described in the foregoing Section of this Exhibit E, each such insurance
policy shall be endorsed to state that the coverage provided thereby shall not be cancelled except after thirty
(30) calendar days' prior written notice to the CITY. If any of CONTRACTOR Parties are notified by any
insurer that any insurance coverage will be cancelled, CONTRACTOR shall immediately provide written
notice thereof to the CITY and shall take all necessary actions to correct such cancellation in coverage
limits, and shall provide written notice to the CITY of the date and nature of such correction.
8. CONTRACTOR shall provide certificates of insurance evidencing the insurance required pursuant to the
terms of this Agreement, which certificates shall be executed by an authorized representative of the
applicable insurer, and which certificates shall be delivered to the CITY prior to CONTRACTOR
commencing any work pursuant to the terms of this Agreement.
9. A TxDOT insurance form will be required for all TxDOT approaches. The form is found in Exhibit H or
on TxDOT's website at:
http://www.dot.state.tx.us/formsltxdotforms,htm
35
Resolution No. 2007-80124
EXHMIT F
SERVICE LEVEL AGREEMENTS
I. COLLECTIONS WARRANTY
CONTRACTOR warrants that it shall achieve a 70% minimum collection rate for all tickets issued,
assuming that (1) CONTRACTOR is able to use the same collections enforcement tools as are available
with parking ticket management, (2) CONTRACTOR has mailed all notices in the delinquent ticket
disbursement per this Agreement, and (3) dismissed tickets are not included in the calculation. The City and
CONTRACTOR shall calculate overall collection percentage on the Agreement anniversary date each year
for all tickets that meet the aforementioned criteria. This guarantee also assumes that only accounts with
good addresses are used in our calculation; however, CONTRACTOR shall continue to search for
bad/missing address information throughout the Agreement life. In the event that CONTRACTOR fails to
achieve a 70% collection rate on accounts that have satisfied the aforementioned criteria, CONTRACTOR
shall provide an invoice credit to the CITY for the lost revenue calculated as follows;
Goal Collection Rate 70% x # of Applicable Citations exam le 100 citations = # of Guaranteed
Paid (70 paid citations)
Actual Collection Rate (example 65%) x # of Applicable Citations (example 100 citations) = # of
Actual Paid (65 paid citations)
70 Goal Paid citations — 65 Actual paid citations = 5 paid citations lost
CONTRACTOR pays City 5 paid citations lost x value of tickets (assuming $75) = $375 to City
36
Resolution No. 2007—RO124
EXHIBIT G
ACCEPTANCE TEST PLAN
1. INTRODUCTION............................................................................................................................................ 38
2. TESTING MANAGEMENT........................................................................................................................... 38
2.1 Management Responsibility for Testing................................................................................................ 38
3. SITE ACTIVATION TESTING..................................................................................................................... 38
3.1 Site Activation Test............................................................................................................................... 39
4. SYSTEM ACCEPTANCE TESTING............................................................................................................ 39
4.1
Live Traffic Data Collection.................................................................................................................
39
4.1.1
Data Analysis....................................................................................................................................
39
4.2
Required Performance..........................................................................................................................
40
4.2.1
Image and Video Capturing.............................................................................................................
40
4.2.2
Issuance Rate.................................................................................................................... a...............
41
4.2.3
Image Transfer.................................................................................................................................
42
4.2.4
Citation Generation and Disbursement............................................................................................
43
5.
OPERATIONAL, ACCEPTANCE TESTING METHODOLOGY.............................................................
43
5.1
PURPOSE...............................................................................................•••..................................................43
5.2
PRE-TEST SETUP........................................................................................................................................
43
5.2.1
PASS/FAIL Criteria..........................................................................................................................
44
5.2.2
Pass..................................................................................................................................................
44
5.2.3
Pass With Comments........................................................................................................................
44
5.2.4
Failed — Relevant..............................................................................................................................
45
5.2.5
Failed — Non -Relevant to Trigger Re-test........................................................................................
45
5.3
Re-Testing.............................................................................................................................................45
5.4
Recording & Resolving Test Deficiencies.............................................................................................
46
5.4.1
Post Test Procedures........................................................................................................................
46
37
INTRODUCTION
The purpose of this document is to address the methodology and outline the resources and performance
requirements that will be needed to successfully perform Site Activation Testing on all installed sites, and System
Acceptance Testing on the first two cameras located at 1) one site with side -mounted equipment and 2) one site
with overhead equipment) approaches installed in the CITY. In the event that CONTRACTOR and the CITY agree
to the installation of new camera technology during the life of the Agreement, System Acceptance Testing will also
be required for one site having such technology. This document will specify the need to effectively demonstrate a
successful working Red Light Camera system for the CITY. The document is divided into two main sections.
Section One will address the test schedule. Section Two details Final System Acceptance Testing procedures, test
criteria, and acceptance criteria to be conducted at each of the enforcement sites.
The Site Activation Testing will be conducted on each installed site prior to the start of operations for that
approach. System Acceptance Testing will be conducted only on the initial "block" of two sites installed and
tested as described within.
TESTING MANAGEMENT
CONTRACTOR Testing Program is designed to demonstrate that the integrated City of Lubbock Red Light Photo
Enforcement system is in full compliance with all performance requirements. Acceptance testing will commence
one day after the official "Go -Live" and will continue for thirty calendar days. If the system does not meet the
acceptance criteria documented within, the test will be extended until agreed test levels are met for 30 days. The
testing methodologies employed assure that all components of the system are of the highest quality and perform
reliably. The Acceptance Test will not be considered complete until this performance has been verified and
approved by the CITY.
2.1 MANAGEMENT RESPONSIBILITY FOR TESTING
All correspondence related to the Acceptance Testing shall be directed to CONTRACTOR
Implementation Manager and the City of Lubbock Red Light Program Manager. The test program
encompasses individual components, all sub -systems, and the fully integrated system. The System
Engineer (SE) or Quality Assurance Engineer (QAE) verifies component and system test results by
witnessing the respective tests as they are conducted to assure overall system compliance with City of
Lubbock requirements. The SE and QA stag reviews all documentation for approval prior to its release to
the CITY. During the preliminary and final design stages of the project, the SEIQAE and the Program
Manager will ensure the following activities are performed:
All test personnel have clearly defined responsibilities;
Test procedures are identified for all applicable software, hardware, and integration test requirements;
An established process for documentation and resolution of noted discrepancies is in place; and
An audit process for follow-up and verification is identified and established, ensuring the successful
resolution of test deficiencies.
The QA personnel reviews all test documentation and witnesses' tests conducted to ensure testing are
accomplished in accordance with the QA program. The QA Program starts with the hand off of the site
and concludes after Field Checkout Testing.
SITE ACTIVATION TESTING
Site Activation Testing will be conducted on each new installation of the Red Light Enforcement program prior to
the approach being placed into full production. The Site Activation Testing will be conducted on each installed
site prior to the start of operations for that approach. Site Activation Testing will not commence until the CITY
approves the hardware installation. All work performed shall be in accordance with the applicable sections of the
National Electrical Code, local ordinances and regulations, the latest edition of the City of Lubbock Standard
38
Specifications for Public Works Construction All workmanship shall be first class, and finished work shall be neat
and uncluttered in appearance. The Installer shall schedule his work so as to cause the minimum interference with
traffic and the operation of the existing signal system.
3.1 SITE ACTIVATION TEST
Upon completion of the construction and installation of an approach, CONTRACTOR shall verify the
installation by conducting Site Activation Test (SAT) procedures. These procedures are designed to
confirm that the installation of the camera system is in accordance with the manufacturer specifications
and is operating within the specifications. The SAT procedures will verify proper communications at all
levels including the inter -camera communications, LAN and WAN communications. The SAT
procedures will verify that the system is able to do the following, in accordance with program
requirements:
Monitor up to four (4) lanes simultaneously traveling in the same direction, including turn lanes
Capture two (2) color digital images per violating vehicle,
Image 1 showing the vehicle prior to entering the intersection with the Red Traffic signal clearly visible;
and
Image 2 showing the vehicle in the intersection with the Red Traffic signal clearly visible
Capture at least Ten (10) seconds of recorded video for each violation
Include in each image a data bar that depicts the following violation data:
Date and Time of the violation;
Length of time between Image 1 and Image 2 of a violating vehicle; and
Duration of Red light Phase
Demonstrate ability to record, store, and retrieve 24 hour full motion video for each camera site for a 60
day period. The video archiving component will be demonstrated 120 days after contract execution,
although it may not contain 60 days worth of video
Demonstrate remote access to live full motion video from a city office computer station
Upon successful completion of the SAT procedures, the site/approach will be deemed commissioned by
CONTRACTOR and the CITY will commence full violation operations. CONTRACTOR shall provide
the test results of each SAT performed to the CITY within two (2) business days of completing the test.
4. SYSTEM ACCEPTANCE TESTING
4.1 LIVE TRAFFIC DATA COLLECTION
Upon successful completion of the Site Activation Test of the initial two camera sites, as described above,
System Acceptance Testing will use violation data, images, and video from each of the camera systems
and will be analyzed over a period not to exceed 30 calendar days. System Acceptance Testing will be
conducted only on the initial two camera sites installed.
4.1.1 Data Analysis
CONTRACTOR' camera systems will provide three violation images, a violation video clip, and
violation data for each violation event for up to four (4) lanes of traffic. The first violation image
will depict the overall violation environment clearly showing the offending vehicle behind the
stop bar when the light is red. The second environmental image will show the vehicle continuing
through the intersection. The third image will be a close-up of the offender's license plate. The
violation video clip will show the vehicle enter the intersection after the light turned red and
continue through the intersection.
During the test period, violation event images, video, and data will be transmitted to
CONTRACTOR Data Center at least once per day. CONTRACTOR staff will review and
process violation events within two business days of the violation date. During and following the
test period, City staff shall be allowed to participate in the review of all raw data and initial
39
violation data processing completed by CONTRACTOR staff offices. Online reports will be
made available to the CITY to evaluate the performance of each system. The City shall be able
to access this report at all times. Online system access will allow City of Lubbock officials to
view deployments by date and view violation images, data, and video.
4.2 REQUIRED PERFORMANCE
4.2.1 Image and Video Capturing
The Acceptance Test shall demonstrate that the installed system captured the color
digital images and the live video clips required for each violating vehicle. The test procedures
will verify that the system is able to do the following, in accordance with program requirements,
for each violating vehicle for the duration of the Acceptance Test period:
• Monitor up to four (4) lanes simultaneously traveling in the same direction, including turn
lanes
• Demonstrate ability to capture 18 wheeler trucks if the site is designated with high truck
traffic percentages
• Capture Mo (2) color digital images per violating vehicle under various speed thresholds
between (5 and 15 MPH):
• Image 1 showing the vehicle prior to entering the intersection with the red traffic signal
clearly visible; and
• Image 2 showing the vehicle in the intersection with the red traffic signal clearly visible
• Capture twelve (12) seconds of recorded video for each violation and demonstrate the ability
to change and capture the minimum and maximum programmable ranges (6 — 15) for
recorded video
• Include in each image a data bar that depicts the following violation data:
• Date and Time of the violation;
• Length of time between Image 1 and Image 2 of a violating vehicle; and
• Duration of Red light Phase
• Capture one clear and legible image of the vehicle license plate
• Record, store, and retrieve full motion video throughout test period
• Provide remote access to a 60 day of live full motion video from a City of Lubbock office or
laptop. The demonstration will start 90 days after the Agreement is executed.
Anomalies found while conducting these procedures will be deemed either relevant or non -
relevant failures as described in later sections. Only relevant failures shall be considered in
determining overall accuracy. Successful fulfillment of this requirement shall demonstrate that
no more than 20% of all possible violations shall be rejected due to camera system deficiencies
or malfunctions (as defined below).
40
4.2.2 Issuance Rate
City of Lubbock Acceptance test will demonstrate an overall Issuance Rate of 80% of
the total possible/controllable violations through CONTRACTOR' initial review process for a
minimum of 15 calendar days of the entire test period. The online report to be used for
acceptance testing evaluation is included at the end of this test document. The following
categories will be used by CONTRACTOR during the acceptance testing period:
Total Events - all events that triggered the camera system to record a potential
violation.
Non Citables — count of all recorded events that do not meet City's violation criteria —
these events include:
• No violation (vehicle stops before entering intersection demarcation point)
• Emergency vehicles
• Funeral procession
• Motorists under direction of police officer
• Green light in second photo
• Lawful Right turn on red
• Lawful Left -burn on red from one-way street to another one-way street
• Vehicle completed a left -tum after having enter the intersection before red
• Traffic signal head turned or damaged
• Traffic signal malfunction (bulb outage, power outage, head -turned)
• Technician Testing
• Test Shot (Middle of Deployment) Note: Please explain.
Total Possible Violations — This total number represents the sum of Total Events less
Non Citable violations.
Initial Rejects — this count represents the number of possible violations rejected due to
controllable and uncontrollable reasons.
Controllable Rejects — The following are factors considered controllable and shall not
exceed 20% of the total number of possible violations:
• dark or improperly illuminate images
• out of focus / illegible license plate images
• vehicles out of position in the first or second images:
• framing of car
• framing of red light
41
• framing of plate
• images with unmatched violation event data
• improper red time delay
• data entry errors (i.e. wrong license plate entered)
• CONTRACTOR equipment malfunction
Uncontrollable Rejects — The following factors will be considered uncontrollable:
• Missing license plate
• Obstructed or glare on license plate
• Car obstruction
• Dealer plates
• Illegal plates
• Paper plates
• Unenforcable plates
• No DMV record found
• Citation issued manually by police
• Address Match Failure
• extended vehicle
Total Issued = Total Possible Violations less Initial Rejects
Total Issued as Percent of Controllable Possible Violations = Total Issued divided
by (Total Possible Violations less Uncontrollable Rejects)
The test will not be considered complete until CONTRACTOR has supplied the CITY
with test data and reports described within and until a final test report has been submitted and
approved by the CITY. CONTRACTOR shall correct any open system discrepancies identified
and mutually agreed to in the course of the review, and completed within the timeframe mutually
agreed to by both parties.
4.2,3 Image Transfer
The Acceptance Test will demonstrate that the violation images, video and data are captured and
transferred daily, and that all images, video, and data have been received by CONTRACTOR
and subsequently removed from the approach camera.
The Acceptance Test procedures for this requirement will verify that
Violation images, video, and data captured within a day are successfully transferred throughout
the day or at the end of the day; and
42
Violations images, video, and data are removed after the successful transfer.
Anomalies or errors found while conducting these procedures will be deemed as relevant or non -
relevant failures as described in later sections. Only relevant failures are considered as part of
the overall error rate. Successful completion of this requirement will demonstrate that no
images, video, or data resides on an approach camera for more then 24 hours after the violation
event, unless directed otherwise by the CITY.
4.2.4 Citation Generation and Disbursement
The Acceptance Test will demonstrate CONTRACTOR'S ability to generate accurate citations
and distribute violation citations within the contractual timeframe of seven (7) days.
The Acceptance Test procedures for this requirement will verify that
a citation was generated for every violation issued by the Police or other designated City of
Lubbock personnel;
• The citation includes all required data, including one set of images and a license plate
image;
• All images have date and time stamps of the violation; and
• All issued citations are mailed within seven (7) days of the violation event date.
These procedures will be performed on each of the initial block of sites for the duration of the
sample period. This assumes that the police review and approve violation within 24 hours of
receipt.
Anomalies found while conducting these procedures will be deemed either relevant or non -
relevant failures as described in later sections. Only relevant failures shall be considered in
determining overall accuracy. Successful fulfillment of this requirement will demonstrate an
error rate of no more then 2% i.e. 98%n of all approved violations shall possess the required
image sets and shall have been mailed within the required seven-day time period.
Recording, Archiving, and Retrieval of Real Time Streaming Video
This test will start 90 days after the execution of the Agreement. 60 days after the test begins,
The CITY will request retrieval of random video events. During the 60 day period the CITY will
stage recordable events at random times. The retrieval request will specify those random times
for video retrieval.
5. OPERATIONAL ACCEPTANCE TESTING METHODOLOGY
5.1 PURPOSE
The purpose of this section is to provide greater detail and descriptions into the methods,
algorithms and tests to be conducted as part of Client testing. The accuracy requirement specified as part
of this plan is used in determining the overall requirement that 80% of the possible and controllable
violations provide a sufficient basis on which to issue a traffic citation.
5.2 PRE-TEST SETUP
Prior to the start of acceptance testing, the test team will verify that the camera, communications
and backend systems are functioning properly. In the event that any subsystem has failed or is not
functioning properly, the subsystem will be restarted and its proper operation re -verified. The test team
will document all pertinent information related to the failed or malfunctioning subsystem, including the
43
symptoms, date and time, and resolution of the malfunction. For the purpose of this test, these failures
will not be classified as relevant failures unless the failure conforms to the definition of material failures
as described below. A non -material failure will not trigger a restart of the Final Acceptance Test.
Non -Material failures include:
Failures caused by force majeure, or acts of God;
Failures resulting from external power failures and surges; and
Failures that are not recurring and are not indicative of an inferior product or a product not suited
to the application, with appropriate documentation of these conditions. Non-recurring failures are failures
that occur only once during the test period to an equipment component.
Material failures are all failures other then those noted above, including:
Repeated failures resulting from the failure of a single system component or its replacement
component; and
Failures that are due to stress, traffic volume and environmental and operating conditions that are
within the normal expected operating conditions in the City of Lubbock red light environment.
In addition to the red light camera subsystems, the test team will perform routine checks on the
video recording equipment, and supporting computers to verify proper operation. CONTRACTOR shall
provide the CITY will a copy of all equipment operations manuals. As with the camera subsystems, if a
failure or malfunction is uncovered the test team will take the necessary actions to reset or restart the
failed device. If a resolution is not readily available the test team will notify the Project Manager
immediately.
5.2.1 PASS/FAIL Criteria
It should be noted that the primary purpose of the test procedures is to verify the proper
functionality of the subsystems and the integrated solution.
The results of each test will be presented at the end of each test and each test step. The final
disposition of the test, pass or fail, will be determined using the criteria described below. A
complete formal report will be provided to the CITY within two (2) business days of the
completion of all test scripts, and any retesting required.
The result of each test step will be categorized by an agreement of CONTRACTOR and
the CITY as "Pass," "Pass with Comments," "Failed -- Relevant," or "Failed --*Non-Relevant."
Note: The "Failed -- Non -Relevant" disposition is recorded for historical purposes only.
All non -relevant failures are retested.
5.2.2 Pass
The test step will indicate a "Pass" status if the documented expected results have been received.
Test steps with this indication will not require any formal retesting. The steps may be retested
for observations only after the formal testing is completed.
5.2.3 Pass With Comments
Test steps will indicate a "Pass with Comments" if the documented expected results has been
received, but additional observations have been made, such as
44
Additional data were provided that were not part of expected results; or
The parties began with different expectations, but both accept the results. Test steps with this
indication will not require any formal retesting. These steps may be retested for observations
only after the formal test is completed.
5.2.4 Failed — Relevant
Test steps that result in a material failure in which expected results were not achieved, and no
obvious non -relevant failures (see below) have been identified, shall be deemed "Failed --
Relevant." Relevant failures will require formal retesting. Only the test steps that have failed
and any setup steps will be retested. If the relevant failure requires an application software
modification, a subset of test scripts, derived from the master set of Factory Test Scripts, will be
used as regression test scripts. These tests will be conducted to verify proper operations prior to
the retesting. Upon completing the initial analysis of the failed test step, the remaining test steps
and scripts will be performed.
5.2.5 Failed — Non -Relevant to Trigger Re -test
Test steps that result in failure due to external influences as indicated below, and arc not related
to material failures indicated above, shall be deemed "Failed — Non -Relevant."
Non -relevant failures include:
• Installation damage by others (non -CONTRACTOR employees or subcontractors)
• Vehicle crash (accident), severe weather, or power failure
• Mishandling by others (non -CONTRACTOR employees or subcontractors)
• Error in test procedures
• Improper or error in execution of test procedures
• Operator errors
• Failure of test facility
• Equipment failures or malfunctions
• *Normal operating adjustments
*Note: Normal operating adjustments will be limited to those adjustments that are required due
to external influences, such as weather, and do not change the pre-test conditions of the site and
site application.
Non -relevant failures will be retested immediately after the appropriate corrections are made, and
the remaining test steps will be performed. Upon successful completion of the retest the final
disposition of the step will be "Pass" or "Failed --Relevant".
5.3 RE -TESTING
The results of all formal tests conducted in accordance with City of Lubbock -approved written procedures
will be provided to the CITY within two (2) business days following test completion. CONTRACTOR
recognizes that the CITY retains the right to require a retest or additional tests when the test results are not
acceptable to the CITY.
45
For formal testing, CONTRACTOR shall only conduct re -testing as directed by the CITY and in
accordance with City of Lubbock -approved written test procedures.
5.4 RECORDING & RESOLVING TEST DEFICIENCIES
CONTRACTOR QA Team will develop an Acceptance Checklist on which to record all
transactions during testing and all test results. The test failures that result in system discrepancies will be
logged and recorded using CONTRACTOR discrepancy tracking tool. The tracking tool will be used to
track, monitor, resolve, and prevent recurrence of failures or non-conformance detected during testing.
QA is responsible for maintaining and updating all failure summary reports and distributing these reports
to CONTRACTOR team and City of Lubbock personnel the following morning of the test, resolve any
deficiencies, and re -test within (2) business days.
5.4.1 Post Test Procedures
All violation images, data, video, and associated performance reports will be available online to
the CITY 24 hours a day, seven days a week for review during the Acceptance Testing period
and throughout the life of the Agreement.
Following the completion of each sample period, the test team will place the site in a production
state, store the video, capture and store all logs, capture and store all violation images, run a Site
Analysis report, and start the analysis. Upon completion of the data analysis, the Acceptance
Checklist will be updated to reflect the current status of performance against the requirements
documented within. Upon completion, the checklist will be delivered to the CITY for their
review. In the event performance status discrepancy is identified, the CITY will notify
CONTRACTOR within 24 hours of receiving the checklist.
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EXHIBIT H
TXDOT INSURANCE FORM
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Resolution No. 2007-RO124
EXHIBIT.{
FORM OF ACKNOWLEDGMENT AND CONSENT
This Acknowledgement and Consent, dated as of March 22, 2007, is entered
into by and between the City of Lubbock, Texas (the "City") and ATS Traffic Systems, Inc.,
("ATS"), with reference to the [Agreement for Automated Photo Enforcement Cameras],
dated as of March 22, 2007, by and between the City and ATS (the "Agreement").
1. ATS has entered into a Credit Agreement, dated as of September 22, 2005 (the
"Harris -ATS Credit Agreement"), with Harris Bank, NA (the "Bank"), pursuant to which the
Bank has provided certain working capital credit facilities to ATS. Such credit facilities will
provide ATS the working capital that it needs to perform its obligations to the City under the
Agreement.
2. Pursuant to the Harris -ATS Credit Agreement, ATS has granted Harris a
security interest in all of ATS's personal property as collateral for the payment and
performance of ATS's obligations to the Bank under the Harris -ATS Credit Agreement. Such
security interest applies to and covers all of ATS's contract rights, including, without
limitation, all of ATS's rights and interests under the Agreement.
3. ATS will not, by virtue of the Harris -ATS Credit Agreement, be relieved of any
liability or obligation under the Agreement, and the Bank has not assumed any liability or
obligation of ATS under the Agreement.
4. Due to potential impact on public safety, the Bank agrees not to enforce such
security interest without prior notification of 10 days to the Traffic Engineer of the City of
Lubbock and further such property shall only be removed under supervision of the City
Traffic Engineering Department's personnel.
5. The City hereby acknowledges notice of, and consents to, ATS's grant of such
security interest in favor of the Bank in all of ATS's rights and interests under the Agreement
pursuant to the Harris -ATS Credit Agreement.
6. The City further acknowledges and agrees that this Acknowledgement and
Consent shall be binding upon the City and shall inure to the benefit of the successors and
assigns of the Bank and to any replacement lender which refinances ATS's obligations to the
Bank under the Harris -ATS Credit Agreement.
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IN WITNESS WHEREOF, the City and ATS have caused this
Acknowledgement and Consent to be executed by their respective duly authorized and
elected officers as of the date first above written.
The City:
City of Lubbock, Texas
CITY OF LUBBOCK E? S
DAVID A. MLLER, MAYOR
ATTEST:
Rebecca Garza, City Secretary
APPROVED AS TO CONTE T:
Jeryl r
Hart P.E. City Traffic &Jineelr
APPROVED AS
By:
Attorney of Counsel
F.1% &3
American Tra utions, Inc.
By:
Name: Adam E. Tuton
Title: Executive Vice President/COO
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