AGENDA REPORT
Meeting Date: June 18, 2024
Item Number:
To: Honorable Mayor & City Council
From: Mark G. Stainbrook, Chief of Police
Renato Moreno, Lieutenant
Subject: AMENDMENT NO. 1 TO THE AGREEMENT
BETWEEN THE CITY OF BEVERLY HILLS AND
MODAXO TRAFFIC MANAGEMENT USA INC.
(FORMERLY CONDUENT STATE & LOCAL
SOLUTIONS, INC.) FOR PHOTO RED LIGHT
ENFORCEMENT PROGRAM SERVICES; AND
APPROVAL OF A PURCHASE ORDER TO MODAXO
TRAFFIC MANAGEMENT USA INC. IN THE NOT TO
EXCEED AMOUNT OF $210,000 FOR FISCAL YEAR
2023-24; AND
APPROVAL OF A PURCHASE ORDER TO MODAXO
TRAFFIC MANAGEMENT USA INC. IN THE NOT TO
EXCEED AMOUNT OF $853,710.62 FOR FISCAL
YEAR 2024-25; AND
REQUEST TO WAIVE THE CITY PERMIT FEES
RELATED TO REMOVAL, INSTALLATION, AND
MAINTENANCE OF PHOTO RED LIGHT
ENFORCEMENT SYSTEM EQUIPMENT FOR THE
TERM OF THE AGREEMENT
Attachments: 1. Amendment No. 1
2. Original Agreement
RECOMMENDATION
Staff recommends that the City Council approve an amendment with Modaxo Traffic Management USA, Inc. (formerly Conduent State and Local Solutions, Inc. or “Conduent”), which assigns the agreement from Conduent to Modaxo Traffic Meeting Date: June 18, 2024
Management USA, Inc. (or “Modaxo”). Staff recommends the approval of a purchase order to Modaxo Traffic Management USA, Inc. in the not to exceed amount of $210,000 for Fiscal Year (“FY”) 2023-24 and approval of a purchase order for FY 2024-25 in the not to exceed amount of $853,710.62. Additionally, staff recommends that the City Council waive the City permit fees related to the removal, installation, and maintenance of photo red light enforcement equipment, consistent with the previous agreement with Conduent State and Local Solutions.
INTRODUCTION
The City of Beverly Hills entered into a contract with Conduent State and Local Solutions, Inc. on June 1, 2022, for a period of five years. The contract is for photo red light enforcement program services by Conduent, and it provides the City Manager or their designee an option to renew the contract for two additional one-year terms after the May 31, 2027, expiration date.
DISCUSSION
The City of Beverly Hills was recently advised by Conduent State and Local Solutions that they sold, as of April 30, 2024, their curbside management and public safety solutions businesses (which include photo red light enforcement management services) to Modaxo Traffic Management USA, Inc., or, specifically, Elovate for public safety services. Modaxo is the parent company of Elovate. According to Conduent, all services and equipment that were being provided to the City of Beverly Hills will remain the same. While Modaxo is mainly a company focused on improving transportation technologies for the public, Police Department staff contacted the Fresno Area Express in the City of Fresno to find out what their experience has been with Modaxo. According to a representative in the Department of Transportation for the City of Fresno (Sandy Cetti), she described Modaxo as a company that built a “strong working relationship” with them and a company they have had a “great experience” with.
An open-source media check and a check with LexisNexis did not show any pending litigation for Modaxo nor were there any adverse judgements against them. Currently, there are no police departments in the United States who use Modaxo for photo red light enforcement program services; however, this is expected to change since the sale of Conduent was completed on April 30, 2024.
For the City of Beverly Hills to continue its photo red light enforcement services without interruption, the City Attorney has drafted an amendment to the original Conduent agreement assigning the agreement from Conduent to Modaxo Traffic Management USA, Inc., reiterating that all terms and conditions in the contract with Conduent will be honored by Modaxo Traffic Management USA, Inc.
FISCAL IMPACT
This report includes a request for a fiscal year 2023-24 change purchase order for $210,000 and funding is available within the respective year’s Police Department budget. Additionally, there is a request for Council to approve a fiscal year 2024-25 purchase order for $853,710.62 and funding is included in the fiscal year 2024-25 proposed budget.
Mark G. Stainbrook,
Chief of Police
Approved By
Attachment 1
B0785-0001\2919024v4.doc
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE
CITY OF BEVERLY HILLS AND MODAXO TRAFFIC
MANAGEMENT USA INC. (FORMERLY CONDUENT STATE &
LOCAL SOLUTIONS, INC.) FOR PHOTO RED LIGHT
ENFORCEMENT PROGRAM SERVICES
NAME OF CONSULTANT: Modaxo Traffic Management USA Inc. (formerly Conduent State & Local Solutions, Inc.)
RESPONSIBLE PRINCIPAL Rod Jones, President
OF CONSULTANT:
CONSULTANT'S ADDRESS: 1209 Orange Street,
Wilmington, DE 19801
CONSULTANT’S E.I.N./TAX I.D. NO.: 35-2832964
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive Beverly Hills, CA 90210
Attention: Mark Stainbrook, Chief of Police
COMMENCEMENT DATE: June 1, 2022
TERMINATION DATE: May 31, 2027, unless extended pursuant to Section 2 of the Agreement
CONSIDERATION: Original Agreement: Not to exceed $4,270,227.19 Amendment No. 1: No additional consideration
Total Not to Exceed: $4,270,227.19
DocuSign Envelope ID: 2F841E74-CC27-497E-9AF9-87FB6A4511F6 -2-
B0785-0001\2919024v4.doc
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE
CITY OF BEVERLY HILLS AND MODAXO TRAFFIC
MANAGEMENT USA INC. (FORMERLY CONDUENT STATE &
LOCAL SOLUTIONS, INC.) FOR PHOTO RED LIGHT
ENFORCEMENT PROGRAM SERVICES
This Amendment No. 1 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Modaxo Traffic Management USA Inc. (formerly Conduent State & Local Solutions, Inc.) (hereinafter called "CONSULTANT"), dated June 21, 2022, and identified as Contract No. 389-22 (the “Agreement”).
RECITALS
A. CITY and Conduent State & Local Solutions, Inc. (or “Conduent”) entered into a written agreement for photo red light enforcement program services for CITY.
B. CITY and CONSULTANT desire to amend the Agreement due to a change of ownership from Conduent to Modaxo Traffic Management USA Inc.
C. Conduent has requested that CITY agree to the assignment of the Agreement to Modaxo Traffic Management USA Inc.
NOW, THEREFORE, the parties agree as follows:
Section 1. Section 6 of the Agreement requires that CITY approve an assignment of the Agreement.
Section 2. CITY hereby consents to the assignment of the Agreement to Modaxo Traffic Management USA Inc.
Section 3. All references to CONSULTANT or Conduent State & Local Solutions, Inc. shall mean Modaxo Traffic Management USA Inc.
DocuSign Envelope ID: 2F841E74-CC27-497E-9AF9-87FB6A4511F6 -3-
B0785-0001\2919024v4.doc
Section 4. Upon execution of Amendment No. 1, and effective April 30, 2024, (a) CITY releases Conduent State & Local Solutions, Inc. from the performance of services under the Agreement, and (b) the services shall be provided by Modaxo Traffic Management USA Inc.
Section 5. CITY and CONSULTANT hereby agree that by CONSULTANT’s assumption of the Agreement and execution of this Amendment No. 1, CONSULTANT shall be liable for all covenants, duties, and obligations of CONSULTANT pursuant to the Agreement provided, however, following April 30, 2024 (i) Conduent State & Local Solutions, Inc. shall remain liable to CITY for the liabilities arising under the Agreement to the extent such liabilities, or the circumstances giving rise to them, arose prior to April 30, 2024, and (ii) CONSULTANT shall be liable to CITY for the liabilities arising on or after April 30, 2024.
Section 6. Except as amended by this Amendment No. 1, the remaining provisions of this Agreement shall remain in full force and effect.
EXECUTED the _____ day of __________________, 20___, at Beverly Hills, California.
CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________
LESTER J. FRIEDMAN
Mayor of the City of Beverly Hills, California
ATTEST:
(SEAL)
HUMA AHMED
City Clerk
[Signatures continue on following page]
DocuSign Envelope ID: 2F841E74-CC27-497E-9AF9-87FB6A4511F6 -4-
B0785-0001\2919024v4.doc
CONSULTANT:
___________________________________
ROD JONES
President
___________________________________
ROB CLAY
Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_________________________________
LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
MARK STAINBROOK
Chief of Police
SHARON L’HEUREUX DRESSEL
Risk Manager
ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: 2F841E74-CC27-497E-9AF9-87FB6A4511F6 Certificate Of Completion
Envelope Id: 2F841E74CC27497E9AF987FB6A4511F6 Status: Sent Subject: Complete with Docusign: CLEAN Amendment No. 1 - MODAXO TRAFFIC MANAGEMENT USA INC. (FORMERLY CO...
Source Envelope:
Document Pages: 4 Signatures: 6 Envelope Originator:
Certificate Pages: 3 Initials: 0 Maria Lara
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.168
Record Tracking
Status: Original
6/10/2024 10:41:24 AM
Holder: Maria Lara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Roderick Jones
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.210.113.217
Sent: 6/10/2024 11:01:52 AM
Resent: 6/10/2024 2:49:39 PM
Viewed: 6/10/2024 3:42:42 PM
Signed: 6/10/2024 3:43:14 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rob Clay
[email protected]
CFO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 86.162.205.172
Sent: 6/10/2024 11:01:53 AM
Resent: 6/10/2024 3:43:15 PM
Resent: 6/10/2024 4:29:50 PM
Viewed: 6/11/2024 2:38:21 AM
Signed: 6/11/2024 2:38:31 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.90.73.20
Signed using mobile
Sent: 6/11/2024 2:38:32 AM
Viewed: 6/11/2024 3:57:55 AM
Signed: 6/11/2024 3:58:22 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/11/2024 3:58:23 AM
Viewed: 6/11/2024 7:05:20 AM
Signed: 6/11/2024 7:05:27 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer Events Signature Timestamp
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 6/11/2024 7:05:29 AM
Viewed: 6/11/2024 7:22:45 AM
Signed: 6/11/2024 7:22:48 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mark G. Stainbrook
[email protected]
Chief
Beverly Hills Police Department
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.168
Sent: 6/11/2024 7:22:50 AM
Resent: 6/11/2024 7:31:32 AM
Resent: 6/11/2024 10:12:53 AM
Viewed: 6/11/2024 11:12:53 AM
Signed: 6/11/2024 11:13:00 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2024 11:13:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
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Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
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Carbon Copy Events Status Timestamp
Mark Paciocco
[email protected]
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(None)
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Viewed: 6/10/2024 2:50:30 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jessika Vasquez
[email protected]
Security Level: Email, Account Authentication
(None)
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Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jackie Galeas
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
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Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
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Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/10/2024 11:01:53 AM
Envelope Updated Security Checked 6/10/2024 2:49:37 PM
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Payment Events Status Timestamps
Attachment 2
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 AGREEMENT NO.
I 389-22 I
AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS
AND CONDUENT STATE & LOCAL SOLUTIONS, INC.
FOR PHOTO RED LIGHT ENFORCEMENT PROGRAM
SERVICES
NAME OF CONTRACTOR: Conduent State & Local Solutions, Inc.
RESPONSIBLE PRINCIPAL OF CONTRACTOR: James Barkman, Vice President, General Manager
CONTRACTOR'S ADDRESS:
CONTRACTOR'S E.l.NfTAX l.D. NO.:
CITY'S ADDRESS:
COMMENCEMENT DATE:
TERMINATION DATE:
CONSIDERATION:
1 80785-0001 \2644988v4.doc
606 S. Olive Street, 23rd Floor
Los Angeles, CA 90014
Attention: James Barkman
13-1996647
City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Mark Stainbrook, Chief of Police
June 1, 2022
May 31, 2027, unless extended pursuant to
Section 2 of this Agreement
Not to exceed $4,270,227 .19
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564
AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
CONDUENT STATE & LOCAL SOLUTIONS, INC. FOR PHOTO
RED LIGHT ENFORCEMENT PROGRAM SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and Conduent State & Local Solutions, Inc. (hereinafter called "CONTRACTOR").
RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the "Scope of Work"), attached hereto and incorporated herein.
B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.
NOW, THEREFORE, the parties agree as follows:
Section 1 . Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work.
Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.
Section 2. Time of Performance. CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.
The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.
Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).
There shall be no claims for additional compensation for reimbursable expenses. 2 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-8820-4CD921271564 (c) Additional Services.
CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.
Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.
Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR's employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.
Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.
Section 7. Responsible Principal(s)
(a) CONTRACTOR's Responsible Principal set forth above shall be principally responsible for CONTRACTOR's obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY's Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.
Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR's Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.
Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.
Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.
Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Commercial General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single 3 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Commercial Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers' compensation insurance as required by the State of California.
(4) A policy or policies of Technical Errors and Omissions and Cyber Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each claim, against any loss or damage resulting from data breaches and/or the wrongful or negligent acts by CONTRACTOR in performing the Scope of Work required by the Agreement. (5) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate.
Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;Vll in the latest edition of Best's Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR's expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with the City Clerk a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with the City Clerk such certificate or certificates. The general liability insurance shall contain an endorsement naming CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
4 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 2514 7FA6-7297-4F27-8820-4CD921271564 (h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY's right to recover against CONTRACTOR and its insurance carriers.
Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney's fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.
Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason orfor no reason upon five calendar days' written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement. CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.
Section 14. CITY's Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR's Scope of Work.
Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.
Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.
CONTRACTOR shall make available all requested data and records at reasonable locations 5 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY's travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of theAgreement.
Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.
Section 18. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.
Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.
Section 20. Exhibits: Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 21. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.
Section 22. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.
Section 23. Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemics, landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with 6 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.
Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.
EXECUTED the 21st day of _____ J...... u...... ne _____ .2022 , at Beverly Hills, California.
l' \J 1, I I • ,' I I I I \ ) ?"
ATIEST:
----10J ........ '*-.....-..a. _....4i_1'1.u...L"""J ..__ ___ ~SEAL)
HUMAAHMED
City Clerk
111
11 APPROVED AS TO FORM:
LAURENCE S. WIENER
City Attorney
80785-0001 \2644988v4.doc
7 CITY OF BEVERLY HILLS
A Municipal Corporation
Mayor of the City of Beverly Hills, California
CONTRACTOR: CONDUENT STATE &
LOCAL SOLUTIONS, INC.
JxZ~N Vice President, General Manager
APPROVED AS TO CONTENT:
GEORGE CHAVEZ eD
City Manager
MARK STAINBROOK
Chief of Police
SHARON L'HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 2514 7FA6-7297-4F27-8820-4CD921271564
EXHIBIT A
SCOPE OF WORK
CONTRACTOR shall perform the following services in connection with CITY's red light camera safety enforcement system (or the "System").
a. Assistance with intersection approach selection based on intersection safety at no additional cost to CITY. Intersection approach selection is subject to the final approval of CITY in writing.
b. Site design, installation of new previously unused equipment, maintenance and operation of red light safety cameras at all selected intersections. c. Processing of data and providing access to clear images and information reflecting possible violations, via a secure website, to CITY's Police Department for review and authorization of citations by electronic signature for those incidents that meet specified criteria as outlined by CITY in writing.
d. Ability to obtain in-state and out-of-state vehicle registration directly from the Department of Motor Vehicle departments or by using National Law Enforcement Telecommunications System (NLETS) or both. CONTRACTOR must be approved by NLETS as a Strategic Partner and must have passed the most recent NLETS audit. CONTRACTOR must have authorized access to a LexisNexis®, Accurint® or similar system acceptable to CITY. e. Initial and subsequent mailing of duly authorized Notices of Violation to registered vehicle owners within mandated timeline of 15 days (per 40518 (a) California Vehicle Code). f. Maintenance of an on line internet viewing capability for use by CITY's Police Department personnel and members of the public who receive violations in the mail. g. Maintenance and monitoring of all camera system installed equipment remotely and onsite as necessary.
h. Provision of expert testimony at contested Court hearings will be provided by CONTRACTOR at no additional cost to CITY for the entire term of the Agreement. i. Assistance with the development of a public information and community outreach campaign and ongoing Public Service Announcements as deemed necessary by CITY. j. Provision of regular statistical reports of System operations. k. Training for CITY staff involved in the implementation of the System including the ability for CITY Police Department officers to conduct periodic maintenance if deemed necessary by CITY at no additional cost to CITY.
8 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 System Specifications
a. CONTRACTOR will provide all related equipment needed to identify and photograph motor vehicles violating the provisions contained in accordance with California law. b. CITY reserves the right, in its sole discretion with adequate prior notice to CONTRACTOR, to increase the number of Designated Intersection Approaches included in the System. These Designated Intersection Approaches will be analyzed in cooperation with CONTRACTOR.
c. A photo red light enforcement camera system or System is defined as the operation of all equipment, hardware, software, and personnel required for violator identification, using owner records from the OMV or appropriate out-of-state agency; mail out a citation as approved by the CITY's Police Department; and send a notice to appear as approved by the Court and Judicial Council to all red light violators at a Designated Intersection Approach. CONTRACTOR shall be authorized by NLETS to identify out-of-state license plates. CONTRACTOR shall have access to LexisNexis® Accurint® or similar system acceptable to CITY. Required hardware shall include, at a minimum, all computer interfaces, software, digital cameras, flash strobes, sensor arrays, wiring, and any necessary appurtenances to support a fully functional System. CITY shall require the proposer to install all hardware including sensory arrays. The System shall include recognition and citations issuance to vehicles with dealer issued paper license plates (temporary issued license plates).
d. The System will utilize high resolution, high speed, color digital camera equipment. A megapixel resolution of at least twenty (20) is preferred. Photo enforcement systems also shall be compatible with the "LED" traffic signals, in order to accurately capture the phasing of the signal lights (NO flickering, fading, or obstructions). e. A secondary high definition video capability video camera shall be used to capture a short video clip of each violation. The video camera shall also provide live viewing of the Designated Intersection Approaches at any time by CITY without interfering with the System; and shall store the full 24-7 data for a minimum of 90 days and be available for recall and review by CITY at actual speed or on a frame by frame basis. f. CONTRACTOR shall provide and install the poles, digital camera housings, sensors, related wiring and any ancillary equipment necessary to make the Systemoperational. g. Malfunction of the System shall not interfere or cause a malfunction in the normal cycling and operation of the existing traffic control system in place at the Designated Intersection Approaches.
h. CONTRACTOR shall install the poles, sensors and digital camera systems in accordance with professional standards. CONTRACTOR will be responsible for submitting any plans as prescribed by CITY's Municipal Code, obtaining all necessary permits, and adhering to all applicable CITY and State rules and regulations, signage, and building and construction standards.
i. Installations must conform to all local, state and federal guidelines and be performed by a qualified licensed contractor.
9 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 j. Identifying and installing radar where there is no underground loop, prior to construction, shall be the responsibility of CONTRACTOR. When the installation occurs in the public right of way they must be located directly by CITY public works and/or transportation departments. The System must be installed above ground and not be installed using underground facilities.
k. CONTRACTOR will provide digital camera systems capable of photographing both the front and rear of vehicles whose drivers commit red light violations. Additionally, the digital camera systems must be capable of clearly photographing and recording the identification of the driver of the vehicle that is reasonably believed to be committing a red light violation. The digital camera systems shall be capable of consistently obtaining an image of the front of those vehicles so as to clearly identify the driver. They must also obtain a clear image of the rear of vehicles so as to clearly identify the license plate, including dealer issued paper license plates. Images shall be clearly discernible and visible to the naked eye and without the use of enhancement equipment to view the photograph of the violator vehicle. Further, the digital camera systems must be capable of consistently obtaining photographs of both reflective and non-reflective license plates, regardless of glare. The cameras shall have the ability to operate effectively during nighttime operation and all weather conditions, including extreme heat and cold and fog and rain.
I. The ability of the digital camera systems to accurately detect red light violators 24 hours per day is mandatory.
m. The digital cameras shall have the capability of operating effectively under all weather conditions, including extreme heat and cold.
n. Systems that do not use flood lights and/or more than one high speed strobe light for each camera are preferred.
o. Each digital camera system shall be capable of accurately and clearly monitoring up to four traffic lanes for red light violations occurring concurrently; and shall be capable of separately identifying concurrent violations.
p. Systems that use a single camera to document the red light violation from the rear and a single camera from the front to capture the drivers face are preferred. q. CONTRACTOR will be responsible for all maintenance and repairs of the digital camera systems.
r. CONTRACTOR shall provide a secure Internet site through which the Police Department can review, and accept or reject citations and view live feeds. Other information gathered by the camera systems should be available on the secure Internet site. s. CITY prefers a system that also allows for live viewing of intersection video over a secure internet connection.
t. 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 NEMA standards and must demonstrate thatthe 10 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 system cannot record an erroneous violation (e.g. when the traffic signal is not in the red phase).
u. 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 from the traffic signal system when, in the opinion of CITY, it is in 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. CITY will notify CONTRACTOR when the photo red light system is disconnected by CITY.
v. The system should provide remote diagnostics to identify any system failures and electronically notify CONTRACTOR of such failures and system shut down.
CONTRACTOR to maintain maintenance logs and provide methods for calibration, including self-calibration of the equipment.
w. CITY prefers a red light enforcement system that can be moved from non-performing intersections to performing intersections at CITY's discretion. The relocation of equipment to a new location from an existing location (if needed) will be a negotiated item between CITY and CONTRACTOR.
x. CONTRACTOR's digital camera system shall monitor status of the traffic signal via 120 VAC field terminals.
y. Systems that use less than 8 amp of power are preferred. z. From point of data capture, all camera photos and accompanying video sequences must be capable of secure storage and transmission and capable of maintaining a secure chain of custody of evidence, including data and images collected. aa. Maintenance response times shall be within 24 hours of CITY's written notification to CONTRACTOR of CITY's need for maintenance.
Customer Service Requirements
a. Provide a secure Internet site for customer support to address citizen concerns and to allow viewing of violation photographs by the person named in the complaint, the admitted driver, or the responsible party in the case of a business or a government-owned vehicle.
The secure Internet site shall provide the images and video clip of the violation for viewing by the violator (both MAC & PC users). The secure Internet site shall be available 24 hours a day, 7 days a week (except reasonable downtime for scheduled maintenance).
CONTRACTOR shall also provide a local or toll free telephone number for the public, staffed during normal business hours (9 AM to 5 PM, PST, Monday thru Friday) with minimal wait time, to answer questions concerning either the System or a specific complaint.
b. CONTRACTOR shall have at least one bilingual (English/Spanish) employee on-staff to respond to inquiries by telephone. CONTRACTOR shall also provide additional bilingual services as required by CITY. CONTRACTOR shall provide trained staff with experience in a customer service environment to handle calls from the public. 11 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 Citation Generation and Processing
a. For the purposes of this Agreement, the terms "citation," "complaint," and "charge" are synonymous and interchangeable. The term "Court" is the Superior Court of CaliforniaLos Angeles County West Branch Traffic Division. All citation processing shall be accomplished in a manner approved in advance by CITY.
b. All processing procedures shall be conducted in a timely manner and in accordance with applicable court rules, state and local laws.
c. In and out of state vehicle registration information is required to issue citations.
CONTRACTOR shall demonstrate the ability to obtain and maintain access to the California OMV computer system to provide the required registered owner information and driver's license information. Citations should be separately issued from a unique complaint number series and filed separately with the Court.
d. Citations must be approved and issued by the CITY's Police Department before mailing by CONTRACTOR. The citation must meet Court requirements before it is mailed. e. CONTRACTOR shall bear the costs for the printing and mailing of citations, as well as other associated costs and expenses required to manage a professional processing center.
f. CONTRACTOR shall be responsible for processing all images and recording of all data related to individual citations.
g. CONTRACTOR must operate, maintain, and run its own processing and mailing center to protect the chain of evidence, and shall ensure there is a clear unobstructed image for each citation sent out.
h. The driver should be visible and recognizable. Visual blockage of other vehicle occupants will be a business decision made by the CITY's Police Department. i. All images produced by CONTRACTOR shall be used solely for prosecution of red light violations, except as otherwise permitted or required under applicable law. j. All images, which result in the issuing of a citation, shall clearly show the following:
• A motor vehicle committing a suspected violation
• A driver's face
• An unobstructed rear license plate
• The color of the traffic signal
• A physical location where the suspected violation occurred k. All images shall include a data line with the following information imprinted upon the image, but not obstructing the violation images:
• Day, month, and year of the suspected violation
• Time of the suspected violation (hours: minutes: seconds) • Traffic signal phase
12 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 • Direction of the vehicle photographed
• Location code
• Elapsed time from beginning of the red indication
• Duration of the preceding yellow indication
• Posted Speed Limit
I. In addition to the information listed above, the data line on the second image should also include the elapsed time from the first image.
m. The images created must show the driver's face clearly enough to permit positive identification. Vehicle registration information should match the make and model of the vehicle in the photograph. The CITY's Police Department issues all of the citations and establishes regulations as to how processing of the citations will occur. n. CONTRACTOR shall require a second review of all suspected violation images to ensure no misread registration plates will result in faulty citations o. CONTRACTOR shall provide a method for the examination, retrieval and/or reproduction of images for any photographed vehicle, as requested or authorized by the CITY's Police Department.
p. CONTRACTOR shall provide photographs with the citation for viewing by the citizen in receipt of the complaint. Optional customer-violator access to photographs and video clips, over a secure Internet site, is preferred.
q. CONTRACTOR must destroy all approved violation images produced by digital camera systems within 180 days from the date of the violation disposition, unless otherwise authorized by the CITY's Police Department, in accordance with State law and Departmental policy.
r. CONTRACTOR shall maintain a proper evidence chain of custody, in accordance with established law, that meets CITY requirements.
Reporting
a. CONTRACTOR shall have available on-line, through the designated Police Administrator, a monthly report of photo red light enforcement results. b. Reports shall be current and available at all times on-line. The monthly report shall include a minimum of the following information:
• Total number of violations captured by red light camera systems • Total number of actionable violation images by red light camera systems • Total number of un-actionable violation images by red light camera systems, itemized by reason for non-issuance
• Total number of citations filed with the Court for red light violations • Total citations paid
• Total revenue collected
13 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 c. CONTRACTOR shall provide any other such report(s) and document(s) as are reasonably necessary to assure compliance with CITY's guidelines, applicable law or is otherwise helpful to further the mission of CITY's red light enforcement program.
Training
a. CONTRACTOR shall provide reasonable and necessary on-site training in the operation of the System for CITY designated staff. This training shall provide CITY's traffic signal staff with an understanding of how the the System operates and a detailed understanding of how the System interfaces with CITY's traffic signal equipment. Training in periodic maintenance shall be provided by CONTRACTOR if deemed necessary by CITY.
Inspection by CITY staff of CONTRACTOR's facilities shall be provided as part of training.
CITY shall be entitled to inspect CONTRACTOR's facilities at any time, with or without notice.
b. CONTRACTOR shall provide training on any proposed use of CONTRACTOR's computer system, and internet-based access, to authorized CITY staff. c. CONTRACTOR shall submit an overview of the training of its employees and any expert witnesses CITY, the Court, or CONTRACTOR will require to further the efforts of CITY's red light photo enforcement program.
Court Testimony
a. CONTRACTOR shall provide court testimony including documentation as necessary to describe the maintenance, repair records, technical operation of the System and related equipment for contested citations.
b. If the court requires an expert witness or percipient witness regarding the authentication and/or foundation for the admission of evidence, testimony by witnesses will be provided by CONTRACTOR at no additional cost to CITY.
Community Awareness
a. CONTRACTOR shall assist with the design of an on-going media campaign and on-line instructional video, to be implemented by CITY's Police Department, to provide awareness to the citizens and visitors of CITY. In addition, CONTRACTOR may be required to attend public meetings and assist CITY's Police Department and any other appropriate CITY staff in demonstrating the equipment used for the System.
b. Prior to issuing citations to violators, a thirty (30) day courtesy warning period will occur (which only applies to new Designated Intersection Approaches not previously enforced by System cameras and any Designated Intersection Approach that is newly monitored by a CONTRACTOR). During this time, CONTRACTOR will send a letter, subject to the prior written approval of CITY's Police Department, to violators notifying them of their offense. CONTRACTOR will be compensated during the thirty (30) day courtesy warning period.
c. CONTRACTOR shall provide advanced warning signs for all approaches of an enforced intersection in accordance with the Manual on Uniform Traffic Control Devices and the 14 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 California Vehicle Code. CONTRACTOR shall also provide to CITY a monthly report on a form approved by CITY for posting on CITY's website.
d. News releases pertaining to this procurement or any part of the subject shall not be made without prior written approval of the Police Administrator.
Conflict of Interest
CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the work contemplated by the Agreement with CITY. No person having any such interest shall be employed by or be associated with CONTRACTOR.
INFECTIOUS PISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONTRACTOR to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively "CONTRACTOR employees") assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.
B. CONTRACTOR shall notify CITY immediately in writing if CONTRACTOR or CONTRACTOR employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONTRACTOR employees shall immediately cease performing services under the Agreement.
C. CONTRACTOR shall monitor CONTRACTOR employees' signs and symptoms with written logs. CONTRACTOR shall maintain a daily recording of the following:
1. Require CONTRACTOR employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).
2. If CONTRACTOR employees have a fever (100°F or higher), are coughing, have trouble breathing or other symptoms of COVID-19, the common cold, or influenza:
(a) Do not have CONTRACTOR employees report to work.
(b) Contact your CITY Responsible Principal.
(c) Direct CONTRACTOR employees to:
i.
ii.
iii.
iv.
or sneezing.
Not go out in public.
Avoid contact with others.
Not travel while sick.
Cover mouth and nose with a tissue or sleeve (not hands), whilecoughing v. Wash hands often with soap and water for at least 20 seconds to avoid spreading illnesses such as the common cold, influenza or COVID-19 to others. 15 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 vi. If soap and water are not readily available, use an alcohol-based hand sanitizer, which contains 60%-95% alcohol or solutions available for use at thefacility. vii. Wear face coverings at all times unless alone in a vehicle, personal office or cubical,
3. CONTRACTOR shall disinfect all areas that CONTRACTOR's employees come in contact with while performing services under the Agreement before and after usage.
4. CONTRACTOR employees shall not return to any CITY facility until they meet the guidance* of the Los Angeles County Department of Public Health. *CONTRACTOR acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance for managers.
D. CONTRACTOR shall also maintain daily monitoring and record keeping in connection with CITY projects where CONTRACTOR employees come on site for the following information:
1. Projects are adhering to Social Distancing and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.
2. CONTRACTOR employees are not working while sick.
3. CONTRACTOR shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.
4. CONTRACTOR shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.
E. CONTRACTOR shall provide employees with handwashing and sanitizing equipment.
These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.
CONTRACTOR shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacountv.gov/media/Coronavirus/reopening-la.htm#orders.
For the latest CITY updates and COVID-19 related FAQs please visit http://www. beverlyh ills. org/novelcoronavi rus
CITY reserves the right to review CONTRACTOR's daily logs to ensure compliance with this Agreement. CITY has the right to send CONTRACTOR employees home who do not comply with these requirements. CONTRACTOR shall maintain the recordings and logs in accordance with the Agreement.
For questions, please contact CITY's Responsible Principal or Risk Management at 310- 285-1073.
16 80785-0001 \2644988v4.doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564
EXHIBIT B
SCHEDULE OF PAYMENT AND RATES
CITY agrees to compensate CONTRACTOR for the satisfactory work described in Exhibit A, in an amount not to exceed Four Million Two Hundred Seventy Thousand Two Hundred TwentySeven Dollars and Nineteen Cents ($4,270,227.19) at the rates set forth in this Exhibit and in Attachment 1 to this Exhibit B, including all labor, taxes, and expenses.
1. For the existing ten Designated Intersection Approaches that CONTRACTOR requires new installations, CITY shall be obligated to pay CONTRACTOR a fixed fee of Four Thousand Four Hundred Thirty Dollars ($4,330.00) per month per Designated Intersection Approach commencing on the installation of each Designated Intersection Approach to be installed under this Agreement.
2. For the existing six Designated Intersection Approaches that CONTRACTOR will retrofit, CITY shall be obligated to pay CONTRACTOR a fixed fee of Four Thousand One Hundred Eighty Dollars ($4, 180.00) per month per Designated Intersection Approach commencing on the installation of each Designated Intersection Approach.
3. CITY shall not be obligated to pay, and will not be billed for each calendar day that a particular Designated Intersection Approach is not functioning for a period of 48 hours due to equipment related malfunction, including if the Designated Intersection Approach is knocked down and has not been replaced. The monthly statement for the relevant period will show a credit for a fraction of the Fixed Fee based on the number of calendar days in that month.
4. CONTRACTOR shall provide CITY with a monthly statement of the fees for the previous month. Such statement shall be provided on a form approved by CITY.
5. Upon receipt of such monthly statement, CITY shall pay CONTRACTOR for services satisfactorily performed by CONTRACTOR, within thirty (30) business days after the undisputed monthly statement is received by CITY.
6. Each year (based on the execution date of the Agreement) CONTRACTOR may increase the pricing by a Two Percent (2%) Cost of Living Adjustment ("COLA") upon thirty (30) days written notice to CITY.
7. CITY will waive all CITY-imposed planning application, environmental review, and plan check fees necessary for Photo Enforcement System installation under this Agreement.
CONTRACTOR shall obtain air permits required for the installation and implementation of the Red Light Enforcement System.
17 80785-0001 \2644988v4. doc
DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564 No. Of Intersections
New Intersection Installations 10
Retrofit Intersections 6
Monthly Fee
Annual Fee
Notes:
I New Gen3 cameras installed for both new and retroffited intersections
2. Fees above billed upon contract commencement
3 2% COLA Added to Per Carner Fee on Annual Basis
80785-0001 \2644988v4.doc
ATTACHMENT 1 TO EXHIBIT B
Per
Camera Per Camera Per Camera Per Camera
Fee YRl Fee YR2 Fee YR3 Fee YR4 Per Camera Fee YRS
$4,330.00 $4,416.60 $4,504.93 $4,595.03 $4,686.93
$4,180.00 $4,263.60 $4,348.87 $4,435.85 $4,524.57
$68,380.00 $69,747.60 $71, 142.55 $72,565.40 $74,016.71 $820,560.00 $836,971.20 $853,710.62 $870,784.84 $888,200.53 18 DocuSign Envelope ID: 25147FA6-7297-4F27-882D-4CD921271564
EXHIBITC
CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:
NAMED INSURED COMPANIES AFFORDING COVERAGE
A.
B.
ADDRESS C.
COMPANY POLICY EXPIRATION B.I. LIMITS
(A. B. C.) COVERAGE NUMBER DATE P.D.
0 AUTOMOBILE LIABILITY
0 GENERAL LIABILITY
D PRODUCTS/COMPLETED
OPERATIONS
0 BLANKET CONTRACTUAL
0 CONTRACTOR'S PROTECTIVE
D PERSONAL INJURY
0 EXCESS LIABILITY
0 WORKERS' COMPENSATION
D
AGGREGATE
It is hereby understood and agreed that CITY, its City Council and each member thereof and every officer and employee of CITY shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:
It is further agreed that the following indemnity agreement between CITY and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend CITY, its City Council and each member thereof and every officer and employee of CITY from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against CITY, its City Council and each member thereof and any officer or employee of CITY which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.
It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to CITY.
In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.
Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, tem1, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.
DATE: BY:
Authorized Insurance Representative
TITLE:
AGENCY: ADDRESS:
RM02 DOC REVISED 10/14/96.
19 80785-0001 \2644988v4.doc
Certificate Of Completion
Envelope Id: 25147FA672974F27882D4CD921271564
Subject: Please DocuSign Conduent -Photo Red Light Agreement Source Envelope:
Document Pages: 19
Certificate Pages: 3
AutoNav: Enabled
Envelopeld Stamping: Enabled
Signatures: 7
Initials: 1
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
6/6/2022 9:42:57 AM
Signer Events
James Brakman
[email protected]
VP,GM
Conduent
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mark Stainbrook
[email protected]
Chief
Holder: Maria Lara
[email protected]
Signature
Signature Adoption: Drawn on Device
Signed by link sent to
James. [email protected]
Using IP Address: 166.205.147.14
Signed using mobile
Status: Completed
Envelope Originator:
Maria Lara
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.168
Location: DocuSign
Timestamp
DocuSign·
Sent: 6/6/2022 9:54:34 AM
Viewed: 6/6/2022 10:25:21 AM
Signed: 6/6/2022 10:25:32 AM
Sent: 6/6/2022 10:25:34 AM
Resent: 617/2022 10:46:48 AM
Resent: 6/7 /2022 1:44:16 PM
Security Level: Email, Account Authentication Viewed: 6/7/2022 2:33:43 PM (None) Signature Adoption: Pre-selected Style Signed: 61712022 2:
33:
52 PM
Signed by link sent to [email protected]
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Using IP Address: 198.245.189.168
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 174.195.139.191
Signed using mobile
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 23.243.217.91
Signed using mobile
Sent: 617/2022 2:33:54 PM
Viewed: 6/7/2022 4:10:11 PM
Signed: 6/7/2022 4:10:25 PM
Sent: 6/7/2022 4:10:27 PM
Viewed: 6/7/2022 4:33:39 PM
Signed: 6/7/2022 4:33:57 PM
Signer Events
Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
George Chavez
[email protected]
City Manager
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Signature
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 76.95.192.176
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 137.25.47.57
Signed using mobile
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 107.185.139.203
Signed using mobile
Signature
Status
Status
Status
Status
Status
Timestamp
Sent: 6/7/2022 4:33:58 PM
Viewed: 6/24/2022 8:41 :30 AM
Signed: 6/24/2022 8:41 :42 AM
Sent: 6/24/2022 8:41 :43 AM
Viewed: 6/24/2022 11 :06:02 AM
Signed: 6/24/2022 11 :06:14 AM
Sent: 6/24/2022 11:06:16 AM
Resent: 6/25/2022 10:24:58 AM
Viewed: 6/25/2022 4:44:38 PM
Signed: 6/25/2022 4:44:48 PM
Sent: 6/25/2022 4:44:52 PM
Viewed: 6/25/2022 7:23:39 PM
Signed: 6/25/2022 7:26:11 PM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Carbon Copy Events Status Timestamp
Dorina Mohan COPIED Sent: 6/25/2022 4:44:50 PM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Adrianne Tarazon COPIED Sent: 6/25/2022 4:44:51 PM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jackie Perez COPIED Sent: 6/25/2022 7:26:12 PM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lourdes Sy-Rodriguez COPIED Sent: 6/25/2022 7:26:14 PM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/6/2022 9:54:34 AM
Certified Delivered Security Checked 6/25/2022 7:23:39 PM Signing Complete Security Checked 6/25/2022 7:26:11 PM
Completed Security Checked 6/25/2022 7:26:14 PM
Payment Events Status Timestamps