PHOTO ENFORCEMENT SERVICES AGREEMENT:
This Photo Enforcement Services Agreement includes the attached Exhibits (“Agreement”) and is made by and between American Traffic Solutions, Inc., doing business as Verra Mobility, (“Verra Mobility”) and the City of Manteca, California (“Customer” or the “City”).
WHEREAS, Customer desires to implement a photo enforcement program to enforce traffic violations pursuant to California Vehicle Code § 21455 (the “Program”); WHEREAS, Verra Mobility has the exclusive possession and ownership of the Back-office System “BOS”, including certain knowledge, equipment, licenses, and the processes for processing Events; WHEREAS, Customer selected Verra Mobility to provide services to implement and carry on the Customer's Program;
WHEREAS, Customer desires to use the Camera Systems together with the BOS to monitor and enforce traffic Violations and to issue Citations for traffic Violations as part of its Program; WHEREAS, the Houston-Galveston Area Council (“H-GAC”), a council of government of which Customer is a member, has created a cooperative purchasing program known as H-GACBuy; WHEREAS, Verra Mobility has entered into a Contract with H-GAC, including General Provisions and Special Provisions, (“H-GAC Agreement”) for the provision of photo enforcement services to the government entities participating in H-GAC;
WHEREAS, Customer finds that entering into this Agreement through H-GACBuy satisfies all of its applicable procurement requirements; and
WHEREAS, Customer has determined that it has the authority to enter into this Agreement in compliance with the laws, regulations, and policies applicable to it, including procurement laws, regulations, and policies.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby admitted and acknowledged, the parties agree as follows:
By signing below, the parties agree to the terms and conditions of this Agreement. Each individual signing below represents that such individual has the requisite authority to execute this Agreement on behalf of the entity which such individual represents and that all the necessary formalities have been met. This Agreement is effective on the date of execution by the last signatory to this cover page (“Effective Date”).
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC. CITY OF MANTECA, CALIFORNIA By: By:
Name:
Title:
Date Name:
Title:
Date
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ATTEST:
By:
Name:
Title:
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I. DEFINITIONS
As used in this Agreement, the following words and terms shall, unless the context otherwise requires, have the respective meanings provided below:
h
“Approach”: One (1) direction of travel on a road including up to four (4) contiguous lanes and, if applicable controlled by up to two (2) signal phases, on which a Camera System may be installed upon the mutual agreement of the parties.
“Back-Office System” or “BOS”: The proprietary back-end system that processes Events and Violations, including the printing and mailing of Citations, the generation of evidence packages, and that provides system generated reports of Violation counts.
“Business Hours”: Eight (8) hours per day, Monday through Friday, excluding weekends and holidays. “Business Rules”: The Business Rules Questionnaire to be completed by Customer and delivered to Verra Mobility setting forth the business rules for the implementation and operation of the Program. “Camera System” or “Camera”: A photo-traffic monitoring device consisting of one (1) rear camera, strobe (if applicable), one (1) front camera, strobe (if applicable), and traffic monitoring device (including the wiring associated with each) capable of accurately detecting a Violation, which records such data with one (1) or more images of such vehicle. “Camera System” may refer to either a Red Light Safety Camera System or a Fixed Speed, Mobile (vehicle), or Transportable Speed Safety Camera System, depending on the context. “Change Order Notice”: Written notice from Customer requesting changes to the work required to be performed or the addition of products or services to those required pursuant to the terms of this Agreement, setting forth in reasonable detail the proposed changes. “Change Order Proposal”: A written statement from Verra Mobility describing the cost of the changes to the work or addition of products or services requested by Customer in a Change Order Notice. “Citation”: A citation, notice of violation, notice of infraction, notice of liability or equivalent instrument issued by a competent state, county or municipal law enforcement agent or agency or by a court of competent jurisdiction relating to a Violation documented or evidenced in the BOS. “Designated Safety Zone”: A designated safety zone in which a Camera System may be installed or deployed. “Event”: A potential Violation captured by the Camera System. “Fees”: The amount payable by Customer to Verra Mobility for equipment, services, and maintenance as set forth in EXHIBIT A.
“Fixed Speed Safety Camera System”: A Camera System that uses radar, or other vehicle detection technology, to capture the speed of a motor vehicle and generates recorded images of a Event and is installed on a mutually agreed upon Approach.
“Laws”: All federal, state, or local, laws, ordinances, regulations, and orders. “Mobile Speed Safety Camera System”: A Camera System, which is capable of capturing speed Events, installed in a Verra Mobility-provided vehicle.
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“Notice to Proceed”: Written confirmation from Customer that Verra Mobility may proceed with the installation or deployment of a given Camera System, a form of which is attached as EXHIBIT C. “Owner”: The owner(s) of a motor vehicle as shown by the motor vehicle registration records of the motor vehicle department or the analogous agency of another state or country, including a lessee of a motor vehicle under a lease of six months or longer.
“Paid Citation”: A situation where the Person cited has paid any portion of the penalty, fine, funds, fees or costs associated with the particular Citation.
“Person” or “Persons”: Any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association, governmental authority or political subdivision thereof or any other form of entity.
“Photo Enforcement Infrastructure”: The poles, foundation, conduit, and other below-grade infrastructure associated with installing Camera Systems.
“Project Time Line”: The initial schedule and timelines required to begin the implementation of Customer’s project, as mutually agreed upon by the parties. The initial project timeline will be prepared assuming the active cooperation and engagement of the Program stakeholders set forth in Section 2.1.1 of EXHIBIT B. “Red Light Safety Camera System”: A Camera System that uses vehicle detection technology to capture a vehicle traversing a red light traffic signal and generates recorded images of an Event and is installed on a mutually agreed upon Approach.
“System”: A Camera System and the related Photo Enforcement Infrastructure. “Transportable Speed Safety Camera System”: A Camera System, which is capable of capturing speed Events, capable of being moved from a Designated Safety Zone to another. “Violation”: A failure to obey an applicable traffic law or regulation related to a failure to obey a traffic signal or related to operating a motor vehicle in excess of the posted speed limit, as determined in Customer’s sole discretion.
II. GENERAL TERMS AND CONDITIONS
Customer is procuring from Verra Mobility the services described in this Agreement through H-GACBuy under the H-GAC Agreement. Customer represents and warrants to Verra Mobility that the services provided under this Agreement are not pursuant a federal award or a federal grant and no federal funds will be used to satisfy Customer’s obligations to Verra Mobility under this Agreement. Customer acknowledges and agrees that the following provisions of the of the H-GAC Agreement are not applicable to this Agreement: General Provisions Articles: 7 (Goal for Contracting with Small and Minority Businesses, Women’s Business Enterprises, and Labor Surplus Area Firms), 33 (Federal Compliance), 40 (Copeland “Anti-Kickback” Act). Special Provisions Articles: 18 (Prohibition on Contracting with Entities Using Certain Telecommunications and Video Surveillance Equipment), 19 (Buy America Act (National School Lunch Program and Breakfast Program)), 20 (Buy America Requirement (Applies only to Federally Funded Highway and Transit Projects)), 21 (Domestic Preference), 23 (Equal Employment Opportunity), 24 (Clean Air and Water Pollution Control Act), 26 (Contract Work Hours and Safety Standards), 27 (Profit as a Separate Element of Price), and 28 (Byrd AntiLobbying Amendment).
1. VERRA MOBILITY AGREES TO PROVIDE:
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The scope of work identified in EXHIBIT B, Section 1.
2. CUSTOMER AGREES TO PROVIDE:
The scope of work identified in EXHIBIT B, Section 2.
3. ADDITIONAL SERVICES: Verra Mobility shall provide the additional services set forth on EXHIBIT B, Sections 3.1. - Automated License Plate Recognition Solutions Services, subject to the additional terms and conditions specified therein.
4. TERM:
This Agreement shall commence upon the Effective Date and shall continue for a term of five (5) years beginning on the first day of the month following the first-issued Citation from the last Camera System that is installed or deployed pursuant to the first Notice to Proceed delivered by Customer to Verra Mobility.
This Agreement may extend for an additional five (5) year term, provided by both Parties provide written notice of their intention to do so more than thirty (30) days prior to the expiration of the initial five (5) year term. However, Customer or Verra Mobility may terminate this Agreement at the expiration of any term by providing written notice of its intent not to extend the Agreement sixty (60) days prior to the expiration of the then-current term.
5. FEES AND PAYMENT:
5.1 Customer shall pay for all equipment, services, and maintenance based on the fee schedule indicated in EXHIBIT A, Service Fee Schedule 1.
5.2 Invoices shall be in standard Verra Mobility format and provided electronically.
5.3 Customer shall pay all Fees due Verra Mobility based upon invoices from the preceding month within thirty (30) days of invoice. Late payments may be subject to interest calculated at 1% per month on open balances, provided, however, the Parties shall meet and confer in good faith to discuss any late payments before they are assessed on the Customer.
5.4 Verra Mobility’s Fees will be fixed for the first twelve (12) months invoiced of the Agreement; thereafter, unit prices will increase annually by the Consumer Price Index (CPI), according to the average change during the prior twelve (12) months in the CPI for All Urban Consumers (CPI-U) for U.S. Consumer average, as published by the Bureau of Labor Statistics, U.S. Department of Labor for the Services category listed under Commodity and Service Group. Prior to an increase in any invoiced amounts, Verra Mobility shall provide the City sixty (60) days’ notice setting out the price increase and the rationale to support such an increase. The City shall have the option to request a meeting to discuss the increase prior to the change taking place.
5.5 During the term of the Agreement, payments by the Customer may be made to Verra Mobility under a Flexible Payment Plan if the total funds collected by the Program are insufficient to cover the Fees due Verra Mobility. Under the Flexible Payment Plan, the Customer may defer certain payments due and owing to Verra Mobility during the term of the Agreement. If at the end of the term sufficient funds have not been collected by the Customer to pay the accrued balance then due to Verra Mobility, Verra Mobility agrees to waive its right to recovery with respect to any balance owing to Verra Mobility at the end of that term.
This Flexible Payment Plan will be applied as follows: Verra Mobility will maintain an accounting of any net balances owed Verra Mobility each month during the term. If the total amount of funds ATTACHMENT 2
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collected from all Camera Systems combined during a month exceeds the amount of the Verra Mobility invoice for the same month, the Customer shall pay Verra Mobility the total amount due on the invoice.
If the total amount of funds collected from all Camera Systems combined during a month is less than the amount of the Verra Mobility invoice for the same month, the Customer shall pay Verra Mobility only the amount collected during the same month and Customer may defer payment of the remaining balance. If opting to use a Flexible Payment Plan, Customer will provide Verra Mobility with sufficient information about payments received directly by the Customer or by the Courts to accurately determine the amount of funds collected. Payments due Verra Mobility will be reconciled by applying funds collected in subsequent months, first to the accrued balance and then to the subsequent monthly invoice. If at any time the Verra Mobility invoices, including any accrued balance are fully repaid, Customer will retain all additional funds collected. Any funds in excess of the total balance due (whether reserved in cash or not by Customer) will be available to offset future Verra Mobility invoices during the term of the Agreement and any renewal term. Customer agrees and understands the Flexible Payment Plan shall be applied in the aggregate across all installed Camera Systems and will not be applied on a per Camera System basis or on a per month basis.
Example: Fee of $4,750 per Camera System per month and four (4) cameras installed. If during Month 1 camera #1 revenue is $5,000, camera #2 revenue is $3,500, camera #3 revenue is $6,000 and camera #4 revenue is $3,000, the total revenue from the Camera System for the month is $17,500. Verra Mobility would invoice Customer for $19,000 ($4,750 x 4 Camera Systems). However, Customer would only be required to pay $17,500 in Month 1 and the $1,500 deficit would carry over to subsequent months. If in Month 2 the combined revenue from the 4 Camera Systems was $25,000, Verra Mobility would invoice the Customer $19,000 ($4,750 X 4 Camera Systems) and the prior month $1,500 deficit would also be due. The Customer is not responsible for any previously deferred balance remaining after termination of the Agreement.
Flexible Payment Plan – Limitations. This provision shall not apply if: (1) Customer elects not to enforce all legally enforceable Violations; (2) Customer elects not to pursue collections on unpaid Violations; (3) Customer directs Verra Mobility to install a camera at a site where violation rates are projected by Verra Mobility to be below the rate required by Verra Mobility for an acceptable installation; (4) Customer waives and/or fails to timely process more than ten percent (10%) of valid Violations forwarded to law enforcement for acceptance according to the Business Rules; or (5) Customer does not provide Verra Mobility with access to an accurate accounting of all payments received other than payments received through Verra Mobility enabled payment channels; or (6) Customer does not cause Verra Mobility to deploy and operate each Red Light Safety Camera each day and for the hours as authorized under the applicable statute.
6. COMMUNICATION OF INFORMATION:
Verra Mobility will comply with reasonable requests from Customer for information obtained by Verra Mobility through operation of the Camera Systems or the BOS. Verra Mobility reserves the right to assess a fee for such services if such information is requested by a third-party or if Customer could retrieve the information from the BOS without the assistance of Verra Mobility, however Verra Mobility shall not charge the Customer for information required in order for the Customer or Verra Mobility to comply with a valid subpoena or court order. Verra Mobility will not be under any obligation to provide information directly to non-Customer requesting parties. For any non-Customer requests for information, Verra Mobility shall work collaboratively with Customer to provide requested information in a timely manner to Customer. Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be applicable.
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7. CONFIDENTIALITY:
No information given by Verra Mobility to Customer will be of a confidential nature, unless specifically designated in writing as proprietary or confidential by Verra Mobility (“Verra Mobility Confidential Information”). If, however, Verra Mobility does designate certain information as proprietary or confidential, Customer shall treat the Verra Mobility Confidential Information with the same degree of care and same restrictions as Customer treats its own proprietary and confidential information, but in no event with less than reasonable care and reasonable restrictions. Customer will use Verra Mobility Confidential Information solely in connection with its rights and obligations under this Agreement, and will not use Verra Mobility Confidential Information for any other purpose, including but not limited to any use to harm or injure Verra Mobility or in any other way detrimental to Verra Mobility. If Customer receives a request or becomes legally obligated or compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, other demand or request by a governmental agency, or the application of statutes, rules or regulations) to disclose any of the Verra Mobility Confidential Information, Customer will promptly provide Verra Mobility with written notice of such request or requirement before any disclosure. If a protective order or other confidential treatment is not obtained or if Verra Mobility waives its rights under this paragraph, Customer agrees to furnish only so much of the Verra Mobility Confidential Information as it is legally required to furnish and to exercise its best efforts to obtain written assurances that confidential treatment will be accorded to the Verra Mobility Confidential Information. Customer will give Verra Mobility an opportunity to review the Verra Mobility Confidential Information prior to its disclosure, and Customer will allow Verra Mobility to participate in any related proceeding, provided, however, nothing herein shall mandate that Customer forego any of its legal obligations in order to have participation from Verra Mobility.
Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws (including the California Public Records Act), insofar as they may be applicable.
8. PROPRIETARY RIGHTS:
8.1 Back Office: Verra Mobility’s proprietary BOS is software-as-a-service. Under all circumstances, Verra Mobility shall retain ownership of the BOS, including any modifications, configurations, improvements, enhancements, upgrades, or further developments of the BOS, even if modified, configured, improved, enhanced, upgraded, or further developed at the request, feedback, or recommendation of the Customer.
Under no circumstance will any modifications, configurations, improvements, enhancements, upgrades, or further developments of the BOS be considered “Work for Hire”. During the term of our Agreement with Customer, Verra Mobility grants Customer a non-exclusive, non-transferable, revocable license to access and use the BOS for the sole purpose of Customer performing its obligations under this Agreement.
8.2 Systems: Under all circumstances, Verra Mobility shall retain ownership of all Camera Systems. On and as of the date of termination of this Agreement, Customer shall be deemed to accept and receive full ownership and control of the Photo Enforcement Infrastructure.
8.3 Public Safety Campaign and Public Awareness: As between the parties, Verra Mobility owns and retains all rights, title and interest in and to the Public Safety Campaign Content, if any, created by Verra Mobility and all intellectual property rights therein, excluding all Customer Content. “Public Safety Campaign Content” means all content, trademarks, service marks, works of authorship, products, software, software code, databases, technology, information, data, specifications, documentation, algorithms, technical and business plans, and other materials of any kind, and all intellectual property rights therein produced by Verra Mobility for a Public Safety Campaign pursuant to EXHIBIT B. Verra Mobility grants to Customer a perpetual, revocable, non-transferable, and non-exclusive license to use, copy, display, and distribute the Public Safety Campaign Content solely to promote Customer’s photo enforcement programs, and to modify the Public Safety Campaign Content as needed for formatting for exercise of the license granted.
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8.4 In order to produce the Public Safety Campaign Content, Customer grants Verra Mobility a nonexclusive, fully paid-up, license to use, reproduce, distribute, perform, practice and display, and to create derivatives of all content, trademarks, service marks, works of authorship, products, software, software code, databases, technology, information, data, specifications, documentation, algorithms, technical and business plans, and other materials of any kind, and all intellectual property rights therein provided to Verra Mobility (“Customer Content”) solely for Verra Mobility to (i) create the Public Safety Campaign Content, and (ii) provide services to Customer. Customer must approve use of any Customer Content in the Public Safety Campaign Content. In order to carry out the purposes of this Agreement, for the term of this Agreement, Verra Mobility grants Customer a non-exclusive, non-transferable, revocable license to use and display Verra Mobility information provided by Verra Mobility on or in marketing, public awareness or education, or other publications or materials relating to the Program, so long as any and all such publications or materials are approved by Verra Mobility in advance of use.
8.5 Data Use: Verra Mobility shall retain the ownership rights to all metadata, business intelligence, or other analytics obtained, gathered, or mined by Verra Mobility from the data captured by the Camera Systems and the BOS. Furthermore, Verra Mobility has a right to use non-personalized and aggregated Program data for its internal business purposes, analytics, statistical analysis, and to perform analyses which would further Customer’s Program.
8.6 Public Disclosure: Verra Mobility Corporation, the ultimate parent company in the corporate family, is a public company registered with the U.S. Securities and Exchange Commission (SEC) with shares of its common stock listed on the NASDAQ. Nothing in this Agreement shall be construed to limit Verra Mobility’s or Verra Mobility Corporation’s ability to comply with our disclosure obligations as interpreted by our attorneys and accountants under applicable, laws, rules, and regulations of the SEC or the NASDAQ.
9. INDEMNIFICATION AND LIABILITY:
9.1 Indemnification by Verra Mobility. Verra Mobility agrees to indemnify Customer and its managers, officers, directors, employees, agents, representatives and successors (individually, a “Customer Party” and collectively, the “Customer Parties”) against all liabilities, obligations, losses, damages, penalties and judgments (collectively, “Losses”) to the fullest extent permitted by law, which may be imposed on or incurred by any Customer Party arising out of or related to the gross negligence of, willful misconduct of, or material breach of this Agreement by Verra Mobility, which results in death or bodily injury to any natural person (including third parties) or any damage to any real or tangible personal property (including the personal property of third parties), except (i) to the extent caused solely by the gross negligence of, willful misconduct of, or material breach of this Agreement by any Customer Party, (ii) to the extent such Loss was caused solely by Customer Party’s access to and use of the ALPR Solution, or (iii) any claim, action or demand (a “Claim”) caused solely by Customer's failure to perform its obligations under this Agreement.
9.2 Indemnification by Customer. Customer hereby agrees to indemnify Verra Mobility and its affiliates, shareholders or other interest holders, managers, officers, directors, employees, agents, representatives and successors, permitted assignees and all Persons acting by, through, under or in concert with them (individually, an “Verra Mobility Party” and collectively, the “Verra Mobility Parties”) against any and all Losses which may be imposed on or incurred by any Verra Mobility Party arising solely out of or related the gross negligence of, willful misconduct of, or material breach of this Agreement by the Customer which results 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 (a) to the extent caused by the gross negligence of, willful misconduct of, or material breach of this Agreement by any Verra Mobility Party or (b) any Claim caused by Verra Mobility's failure to perform its obligations under this Agreement.
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9.3 Indemnification Procedures. In the event of any Claim in respect of which any party hereto seeks indemnification from the other, the party seeking indemnification (the "Indemnified Party") shall give the party from whom indemnification is sought (the "Indemnifying Party") written notice of such Claim promptly after the Indemnified Party first becomes aware thereof; provided, however, that failure to give such notice shall not preclude indemnification with respect to such Claim except to the extent of any additional or increased Losses or other actual prejudice directly caused by such failure. The Indemnifying Party and the Indemnified Party shall cooperate in the defense or settlement of any Claim and no party shall have the right to enter into any settlement agreement that materially affects the other party's material rights or material interests without such party's prior written consent, which consent shall not be unreasonably withheld or delayed.
9.4 Limited Liability. In no event shall Verra Mobility’s liability under this Agreement exceed the greater of $1,000,000 or the prior twelve (12) months of Fees paid by Customer pursuant to this Agreement, unless such liability arises from the Verra Mobility’s gross negligence or willful misconduct. Moreover, 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, or consequential damages, or lost profits, lost fines, or lost data however caused and on any theory of liability, arising out of or relating to this Agreement, unless such liability arises solely from gross negligence or willful misconduct.
10. INSURANCE:
10.1 Verra Mobility shall maintain the following minimum scope and limits of insurance:
Minimum Limits of Insurance: Coverage shall be at least as broad as:
Commercial General Liability
• Commercial General Liability Insurance with $2,000,000 minimum limit for each occurrence and $4,000,000 minimum limit for general aggregate. The insurance limits can be provided by any combination of Verra Mobility’s primary and excess/umbrella policies. • If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. • Commercial General Liability Additional Insured Blanket Endorsement. The Certificate shall name the following as an additional insured on 2001 or earlier issued endorsement forms:
“City of Manteca, its officers, officials, employees, and agents.” Worker’s Compensation
As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
Automobile Liability
If the vehicles are brought onto city facilities, covering any auto, hired, and non-owned autos, • Automobile Liability Insurance with $1,000,000 minimum combined single limit per accident for bodily injury and property damage.
• Automobile Liability Additional Insured Blanket Endorsement. The Certificate of Insurance shall name the following as an additional insured:
“City of Manteca, its officers, officials, employees, and agents”.
Professional Liability (Errors and Omissions)
Insurance with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate Other Insurance Provisions:
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Where stated, the insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City of Manteca, its officers, officials, employees, and agents are to be covered as additional insureds as respect to: liability arising out of work or operations performed by or on behalf of the Verra Mobility including materials, parts, or equipment furnished in connection with such work operations. General liability coverage can be provided in the form of a blanket endorsement to the Verra Mobility’s insurance at least as broad as CG 20 10 and CG 20 37 if completed operations coverage is required.
2. For any claims related to this contract, the Verra Mobility’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and agents. Any insurance or selfinsurance maintained by the City, its officers, officials, employees, and agents, shall be excess of the Verra Mobility’s insurance and shall not contribute with it.
3. The applicant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after thirty (30) days prior written notice has been given to the City of Manteca.
5. Coverage shall not be suspended, voided, or reduced in coverage or in limits except after thirty (30) days prior written notice has been given to the City of Manteca.
Verification of Coverage
Verra Mobility shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Verra Mobility’s obligation to provide them. The City of Manteca reserves the right to require certificates of insurance, including endorsements required by these specifications, at any time.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Manteca
Waiver of Subrogation
Verra Mobility hereby grants to The City of Manteca a waiver of any right to subrogation which any insurer of said Verra Mobility may acquire against the City by virtue of the payment of any loss under such insurance.
Verra Mobility agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Subcontractors
Verra Mobilty shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Verra Mobility shall ensure that The City of Manteca is an additional insured on insurance required from subcontractors.
SPECIAL RISKS OR CIRCUMSTANCES
The City of Manteca reserves the right to modify these requirements based on the nature of the risk, prior events, insurance coverage, or other special circumstances with written notice to Verra Mobility.
City shall maintain the following minimum scope and limits of insurance:
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Minimum Limits of Insurance: Coverage shall be at least as broad as:
Commercial General Liability insurance including coverage for bodily injury, property damage, premises and operations, products/completed operations, personal and advertising injury, and contractual liability.
Worker’s Compensation coverage as required by applicable state law and Employer’s Liability Insurance.
Upon request, City will provide certificates of insurance sufficient to cover any liability specified above that may arise from the performance of this Agreement and shall provide evidence of such coverage upon request.
11. LIMITED WARRANTY:
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND VERRA MOBILITY’S RESPONSE TO HGACBUY INVITATION TO BID NO. PE05-21, VERRA MOBILITY MAKES NO
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WITH
RESPECT TO THE CAMERA SYSTEMS, THE BOS, OR ANY RELATED EQUIPMENT OR SOFTWARE, OR WITH RESPECT TO THE RESULTS OF THE PROGRAM. THE CUSTOMER
ACKNOWLEDGES THAT AT TIMES SUCH SYSTEMS AND RELATED EQUIPMENT AND SOFTWARE MAY MALFUNCTION OR OTHERWISE NOT OPERATE AS ANTICIPATED. VERRA
MOBILITY SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY SUCH MALFUNCTION IN A TIMELY MANNER.
12. STATE LAW TO APPLY:
This Agreement shall be construed under and in accordance with the laws of the State of California.
13. DISPUTE RESOLUTION:
13.1 All disputes arising out of or in connection with the Agreement shall be attempted to be settled through good-faith efforts between senior management of both parties. Following thirty (30) days of unsuccessful negotiation, the parties shall participate in professionally-assisted mediation, with a mediator acceptable to both parties. The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The mediation will be treated as a settlement discussion and therefore will be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties.
13.2 If the parties are unable to resolve the matter through mediation, either party may commence a legal action to resolve the dispute, with the exclusive jurisdiction and venue for any such legal action being in the state and federal courts located in Sacramento County, California. If such an action or proceeding is filed by or against any party hereto, the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge agreed upon by the parties or designated by the court if there is no such agreement) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to issue a statement of decision, which statement of decision shall constitute the decision of the court and be reviewable in the same manner as if the court had rendered it. The referee shall include in his or her statement of decision an award to the prevailing party in such proceeding of that party’s reasonable attorneys’ fees and costs, including the fees and ATTACHMENT 2
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expenses of the referee. The hearing before the referee shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. Notwithstanding the foregoing, at the option of any party to such proceeding, any issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court. THE
PARTIES UNDERSTAND AND AGREE THAT THE FOREGOING PROVISION FOR JUDICIAL
REFERENCE MEANS THAT THEIR DISPUTE WILL NOT BE DECIDED BY A JURY, BUT
RATHER BY A REFEREE APPOINTED IN ACCORDANCE WITH THIS AGREEMENT AND APPLICABLE PROVISIONS OF CALIFORNIA LAW.
14. CHANGE ORDERS:
Customer may request the addition of any products or services that Verra Mobility provides or other changes to the scope of work to be performed under this Agreement by providing a Change Order Notice to Verra Mobility. Upon Verra Mobility’s receipt of the Change Order Notice, Verra Mobility shall deliver to Customer a Change Order Proposal. Following Customer’s receipt of the Change Order Proposal, the parties shall negotiate in good faith regarding a plan and schedule for implementation of the proposed changes; the time, manner and amount of payment or price and any other matters relating to the proposed changes. Any Change Order Proposal mutually agreed to by the parties in writing shall be incorporated as an addendum to this Agreement. Pursuant to General Provisions, Article 21 (Change Orders and Amendments), copies of all Change Orders must be provided to and acknowledged by H-GAC. Any failure of the parties to reach agreement with respect to any foregoing as a result of any proposed changes will not be deemed to be a breach of this Agreement. The Parties acknowledge that certain change orders may require approval by the City of Manteca City Council.
15. TERMINATION:
15.1 Verra Mobility’s services may be terminated:
(i) By mutual written consent of the parties; or
(ii) For material breach of this Agreement by either party, where the other party fails in any material way to perform its obligations under this Agreement.
a) Where Customer is in breach of this Agreement for non-payment of Fees to Verra Mobility, Verra Mobility may exercise any or all of the following remedies: (1) provide Customer written notice and ten (10) days to cure before suspending performance and turning off the Camera Systems; (2) terminate this Agreement for cause where Customer’s account remains delinquent sixty (60) days after written notice; and (3) in addition to the foregoing, seek any other available remedies at law or equity. b) Termination under this Subsection 15.1(ii) for any reason other than non-payment of Fees by Customer is subject to the condition that the terminating party notifies the other party of its intent to terminate, stating with reasonable specificity the grounds therefore, and the other party fails to cure the default within forty-five (45) days after receiving written notice.
(iii) In the event of termination of this Agreement prior to the end of its term for any reason, except material breach by Verra Mobility, Customer shall pay Verra Mobility an early termination fee based on an amount of $180,000 per Red Light Safety Camera System amortized over sixty (60) months on a straight-line basis or the approximate amount of fees to be collected under this Agreement (whatever is less).
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(iv) Customer recognizes the substantial upfront costs Verra Mobility will incur to procure, provide and install Camera Systems. Customer therefore agrees that any Camera Systems that Customer authorizes through a Notice to Proceed shall remain installed and operational for the duration of the term, unless otherwise mutually agreed. Verra Mobility will bill a restocking or standby fee for any upfront costs associated with the Camera System(s), vehicle(s), or other equipment in the event Customer terminates or suspends a Notice to Proceed.
15.2 Upon termination of this Agreement, including because it has reached the end of its term, the parties recognize that Customer will have to process Events in the “pipeline”. Accordingly, the parties shall take the following actions and shall have the following obligations, which survive termination during the wind-down period:
(i) Customer shall cease using the Camera Systems to capture Events. (ii) Unless it is unlawful to do so, Verra Mobility will, for a period of ninety (90) days, continue to process all Events captured before termination and provide all services associated with processing in accordance with this Agreement and shall be entitled to a monthly Fee per Camera System.
After such ninety (90) day period, Verra Mobility will terminate all use of the BOS for Customer’s Program and upon such termination, the BOS, including Verra Mobility provided website accessible by Owners/violators, and related lockbox shall no longer be capable of accepting payments.
(iii) Except as provided for in Section 15.2(iv) related to the Photo Enforcement Infrastructure, Customer shall return or allow Verra Mobility to recover all provided equipment within a reasonable time not to exceed ninety (90) days.
(iv) Pursuant to Section 8, Customer shall be deemed to accept full ownership and control of the Photo Enforcement Infrastructure. Upon Customer’s request or if otherwise required by Law, regulation, or administrative agency, and subject to the limitations set forth herein, Verra Mobility shall remove the Photo Enforcement Infrastructure Verra Mobility installed in connection with Verra Mobility’s performance of its obligations under this Agreement for the actual cost of the removal (presently estimated at approximately $5,000 per Approach) (the “Removal Fee”). As part of the services performed for the Removal Fee, Verra Mobility shall restore the surface of Customer’s Months 12 mos. 24 mos. 36 mos. 48 mos. 60 mos.
1 $ 177,000 $ 141,000 $ 105,000 $ 69,000 $ 33,000
2 $ 174,000 $ 138,000 $ 102,000 $ 66,000 $ 30,000
3 $ 171,000 $ 135,000 $ 99,000 $ 63,000 $ 27,000
4 $ 168,000 $ 132,000 $ 96,000 $ 60,000 $ 24,000
5 $ 165,000 $ 129,000 $ 93,000 $ 57,000 $ 21,000
6 $ 162,000 $ 126,000 $ 90,000 $ 54,000 $ 18,000
7 $ 159,000 $ 123,000 $ 87,000 $ 51,000 $ 15,000
8 $ 156,000 $ 120,000 $ 84,000 $ 48,000 $ 12,000
9 $ 153,000 $ 117,000 $ 81,000 $ 45,000 $ 9,000
10 $ 150,000 $ 114,000 $ 78,000 $ 42,000 $ 6,000
11 $ 147,000 $ 111,000 $ 75,000 $ 39,000 $ 3,000
12 $ 144,000 $ 108,000 $ 72,000 $ 36,000 $0
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property to substantially the same condition as such property was in immediately prior to this Agreement, except for foundation removal, which shall be left approximately flush with grade with no exposed bolts, or other hazards. Installed underground Photo Enforcement Infrastructure shall not be required to be removed, and Customer shall accept and observe any and all duties, obligations, or liabilities associated with the remaining foundation, conduit, or other below-grade Photo Enforcement Infrastructure.
15.3 In the event of termination by Verra Mobility for non-payment of Fees by Customer, Verra Mobility shall cease processing Events as of the date of termination.
16. LIMITED AGENCY:
Customer hereby grants Verra Mobility the authority to act on its behalf as a limited agent of Customer, and shall cause the applicable law enforcement agency to grant Verra Mobility the authority to act as a limited agent of the law enforcement agency, for the purposes of (i) facilitating establishment of bank accounts and delivering payment/transfer instructions, if applicable; (ii) access to DMV records; and (iii) generating and administratively processing recorded images of Events as described in this Agreement and the Business Rules.
Verra Mobility and its employees, contractors, agents and servants will in no event be considered to be employees, agents (other than in the limited capacity described herein), or servants of Customer. This Agreement does not and shall not be interpreted as creating a general agency relationship between Verra Mobility and Customer.
17. USE OF SUBCONTRACTORS:
From time to time, Verra Mobility may subcontract certain services provided under this Agreement without notice to or consent of Customer, but shall use best and reasonable efforts to inform Customer of such subcontractors prior to retaining such subcontractors, and if not, shall inform Customer of such subcontractors within thirty (30) days after such subcontractor is retained.
18. DATA RETENTION:
Subject to litigation holds, court orders, changes in Law, or other legal requirements applicable to Verra Mobility, Verra Mobility shall maintain the categories of data set forth under the heading “Type of Record” for the periods of time set forth under the heading “Minimum Verra Mobility Retention Period” on EXHIBIT E during the term of this Agreement. Customer represents and warrants to Verra Mobility that the data retention schedule provided by Customer complies with the laws applicable to Customer. Within one hundred-twenty (120) days of the later of the termination of this Agreement or the termination of any wind-down period, Verra Mobility shall at its option either (i) place the Violation Images, Non-Violation Images, Individually Identifiable Violation Records, and Individually Identifiable Non-Violation Records (each as described on EXHIBIT E), not previously disposed of in accordance with the data retention schedule at a secured location with SFTP access or (ii) provide Customer with a hard-drive containing the Violation Images, Non-Violation Images, Individually Identifiable Violation Records, and Individually Identifiable Non-Violation Records, where Customer shall have ninety (90) days to retrieve and validate the information. After ninety (90) days, Verra Mobility shall delete all data from the SFTP location (if applicable) and shall have no further data retention obligations to Customer with respect to such data. Customer acknowledges that DMV data source providers may require Customer to enter into licensing agreements with the DMV data source providers in order for Customer to have continued access to certain registered owner information after the termination of this Agreement.
19. ASSIGNMENT:
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Neither party may assign all or any portion of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. However, for business financing purposes or other corporate reorganizational purposes, Verra Mobility may sell, assign, transfer or convey any interest in this Agreement in whole or in part with the written consent of Customer, and such written consent shall not be unreasonably withheld.
20. FORCE MAJEURE:
Neither party will be liable to the other or be deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence.
Such causes may include but are not limited to, acts of God or the public enemy, terrorism, significant fires, floods, earthquakes, hurricanes, epidemics, pandemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, supply-chain disruptions or governmental authorities approval delays which are not caused by any act or omission by the parties. The party whose performance is affected agrees to notify the other promptly of the existence and nature of any delay. For the avoidance of doubt, road construction is not an event of Force Majeure on behalf of the Customer. The term of the Agreement shall be extended by a period equal to that during which either party’s performance is suspended under this section.
21. NOTICES:
Any notices or demand which, under the terms of this Agreement or under any statute, that must or may be given or made by Verra Mobility or Customer shall be in writing and shall be given or made by personal service, overnight delivery service (e.g. Federal Express), or by certified mail to the parties at the following addresses:
City of Manteca American Traffic Solutions, Inc.
Attn: City Manager’s Office and
Chief of Police 1150 North Alma School Road
1001 W. Center Street Mesa, Arizona 85201
Manteca, CA 95337 Attn: Government Solutions Legal Department
22. LEGAL CONSTRUCTION:
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein. This Agreement shall be enforced to the maximum extent possible so as to give effect to the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable herein.
23. AMENDMENTS TO THE AGREEMENT:
Any changes, modifications or amendments to this Agreement shall be in writing and signed by both parties.
24. INTEGRATION:
This Agreement constitutes the sole and only agreement of the parties and supersedes any prior or contemporaneous understanding, written or oral, between the parties respecting its subject matter.
25. SURVIVAL:
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The following provisions of the General Terms and Conditions shall survive the termination of this Agreement: Sections 5, 7, 8, 9, 11, 12, 13, 15, 16, 18, 20, 21, 22 and this Section 25.
26. ADDITIONAL SERVICES:
During the term of this Agreement, from time-to-time Verra Mobility may propose certain new technologies for Customer to consider and, if so desired, Customer may procure from Verra Mobility the new technologies through an amendment to this Agreement upon terms to be mutually agreed upon by the parties.
27. PILOTS:
From time to time, at the mutual, written agreement of the parties, Verra Mobility may pilot existing Verra Mobility products and services or products and services that are under development by Verra Mobility or its current or future subcontractors and vendors (each a “Vendor”). During any pilot pursuant to this Section 27, registered owner information shall not be used and no Events will be issued as Citations and no mailing of warnings or Citations will occur. Customer expressly acknowledges that Verra Mobility is under no obligation to retain for any period of time any data produced by any pilot systems. Verra Mobility may request Customer or its employees to provide feedback on the use, quality, viability, features, functionality, or desirability of pilot systems (“Customer Feedback”). All data, drawings, plans, specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or other documents prepared or generated by Verra Mobility or a Vendor or a pilot system in connection with any pilot shall remain the property of Verra Mobility (the “Pilot Data”). To the extent that such Pilot Data is provided to Customer, Verra Mobility grants to Customer a limited, personal, non sublicensable, nonexclusive license to use the Pilot Data, solely for evaluation and statistical purposes. Actual program performance may vary from pilot performance. Customer acknowledges and agrees that the terms of this Agreement, except for Sections 7, 10, 11, 12, 13, 17, 20, 21, 22 and this Section 27, shall not apply to any such pilot.
28. EXECUTION:
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile or “.pdf” transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or “.pdf” shall be deemed to be their original signatures for any purpose whatsoever. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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EXHIBIT A
SERVICE FEE SCHEDULE
1.0 Description of Pricing
Fees are based on per camera and are as follows:
Product Description Fee*
Red Light Safety Camera System – the parties shall mutually agree on the number of Camera Systems to be installed.
$5,250 Fixed Fee per
Month per Camera System
Subsequent Notices Mailing Fee – For any additional notices sent by first class mail required by the Customer or required by Law in excess of the standard set of notices as described in Subsection 1.2.3 of EXHIBIT B, Verra Mobility will charge the Customer a Subsequent Notices Mailing Fee. $2.00 per page per notice
Video Retrieval Fee: Verra Mobility shall retrieve up to one (1) video per week at no cost to Customer.
For all additional video
retrievals, the fee is $10.00
each.
Service Fees: All service Fees per Camera System above includes all fees payable to H-GACBuy, all costs required and associated with a Camera System installation, routine maintenance, use of BOS for back-office operations and reporting, Event processing services, DMV records access, the standard set of notices as described in Subsection 1.2.3 of EXHIBIT B, lockbox and e-payment processing (excluding user convenience fee, which is paid by payor and excluding any bank account set up or monthly bank account fees), IVR call center support for general Program questions and public awareness Program support. Any required certified mail, or other special mailing, is not included and the fee is extra and will be billed per unit as published by the US Postal Service.
Verra Mobility’s monthly fee includes postage for the standard set of notices as described in Subsection 1.2.3 of EXHIBIT B. Certified mail or other mailings is extra and will be billed per unit as published by the US Postal Service plus a $2.00 per unit per page service charge.
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Product Description Fee*
Automatic License Plate Recognition – one
(1) ALPR Camera that monitors up to (4) lanes
and, if all required permits are granted, installed
on existing Photo Enforcement Infrastructure or
installed on existing Customer infrastructure
with power provided by Customer. Customer is
responsible for the provision of power, however
Customer may elect to use a solar power
solution for an additional $99 per ALPR Camera
per month.
$350 per ALPR Camera per month
* ALPR fees shall be paid each month independent of the monthly revenue from the Camera Systems.
Invoicing for the ALPR Fee shall begin upon the first to occur of installation or delivery of the ALPR Camera to the Customer. The Fees exclude permitting, pole, other infrastructure, hardware, electrical conduit, electrician services, shipping insurance, applicable taxes, construction services, and professional installation services other than for standard installations, which will be separately invoiced to the Customer.
Early termination fee – if this Agreement is terminated absent material breach by Verra Mobility prior to the expiration of the applicable term, the Customer shall pay Verra Mobility the applicable monthly ALPR fee above for each month remaining in the applicable term of this Agreement. If this Agreement is terminated as a result of Verra Mobility’s material breach, Verra Mobility shall cease the provision of ALPR.
Continued Use - If the Agreement is terminated, subject to the mutual agreement of the parties, including the ALPR provider, Customer may continue the use of the ALPR Solution provided subject to the terms and conditions contained herein and the EULA for the same fees provided above.
2.0 Optional Collection Services:
In the event that Customer elects to have Verra Mobility engage a collections agency to perform collections services, Verra Mobility’s designated collection’s subcontractor may initiate collection efforts of delinquent notices upon written request by Customer, so long as collection of said recovered revenue amounts does not conflict with applicable state law or local law. Verra Mobility will be entitled to receive portions of the collected revenue as noted below. For those accounts in default that go to collection, this is in addition to Verra Mobility Fees noted in Section 1.0 above.
Delinquent Collections Services 30% of Recovered Revenue In the event that Customer elects to have Verra Mobility provide collections services, Customer shall so notify Verra Mobility in writing. Customer agrees that, once Verra Mobility’s collections services are elected, Customer may not utilize another vendor for these collections services without prior written consent from Verra Mobility through an amendment to this Agreement.
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EXHIBIT B
SCOPE OF WORK
1. VERRA MOBILITY SCOPE OF WORK
1.1 VERRA MOBILITY IMPLEMENTATION
1.1.1 Verra Mobility agrees to provide Camera System(s), use of the BOS and related services to Customer as outlined in this Agreement, excluding those items identified in Section 2 titled “Customer Scope of Work”. Verra Mobility and Customer understand and agree that new or previously unforeseen requirements may, from time to time, be identified and that the parties shall negotiate in good faith to assign the proper party the responsibility and cost for such items. In general, if work is to be performed by Customer, unless otherwise specified, Customer shall not charge Verra Mobility for the cost.
1.1.2 Customer and Verra Mobility will complete the Project Time Line within sixty (60) days of Agreement execution date, unless mutually agreed to otherwise by the parties. Verra Mobility agrees to make every effort to adhere to the Project Time Line.
1.1.3 Verra Mobility will install or deploy Camera System(s) at a number of Designated Safety Zones to be mutually agreed upon between Verra Mobility and Customer as reflected in a written Notice to Proceed. In addition to any initial Designated Safety Zones the parties may mutually agree to add additional Camera System(s) or Approaches, which shall also be reflected in a written Notice to Proceed as set forth in EXHIBIT C.
1.1.4 Site installation plans for fixed-site installations shall be prepared under the supervision of, approved and sealed by a licensed professional engineer licensed to perform engineering services in the state where the Camera Systems will be installed.
1.1.5 Verra Mobility shall not be responsible for, nor shall it perform, any engineering or traffic safety studies as may be desired by Customer or required by laws applicable to Customer.
1.1.6 Verra Mobility will operate each Camera System on a 24-hour basis, barring downtime for maintenance, normal servicing activities, or other unforeseen instances, unless enforcement times are restricted by law, such as in school zones.
1.1.7 Verra Mobility’s Marketing Department will assist Customer with public information content and outreach campaign strategies (“Public Safety Campaign”).
1.1.8 Verra Mobility agrees to provide a secure website accessible to Owners/violators who have received notices of violation by means of a Notice # and PIN, which will allow Violation image and video viewing. Verra Mobility shall include a link to the payment website(s) and may offer the opportunity to download an affidavit of non-liability online. Verra Mobility will operate this secure website on a 24-hour basis, barring downtime for maintenance, normal servicing activities, or other unforeseen instances.
1.1.9 Verra Mobility will provide technician site visits to each Camera System, as needed, to perform maintenance checks consisting of camera enclosure lens cleaning; camera, strobe and controller enclosure cleaning; inspection of exposed wires; and, general system inspections and maintenance.
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1.1.10 Verra Mobility shall take commercially reasonable best efforts to repair a non-functional System within seventy-two (72) hours (excluding weekends and holidays) of determination of a malfunction.
1.1.11 If Customer is using Verra Mobility enabled lockbox or e-payment services, Customer shall provide Verra Mobility and the applicable payment processor with the items set forth in Section 2.1.4 below.
1.2 VERRA MOBILITY OPERATIONS
1.2.1 Verra Mobility shall implement and operate the Program in accordance with the provisions of this Agreement and the Customer’s Business Rules.
1.2.2 If a warning period is required, Verra Mobility shall provide Customer with a one-time warning period up to thirty (30) days in length following the installation and activation of each installed Camera System. Customer shall not be charged a fee for the warning period; however for any warning period exceeding thirty (30) days per Camera System, Customer shall be responsible for the normal monthly Fee.
1.2.3 Verra Mobility shall provide Customer with access to the BOS, including image processing, and printing and mailing of up to six (6) letters/ notices in support of Citation issuance and escalation. In the case of a transfer of liability by the Owner, the BOS shall be setup to mail a Citation to the driver identified in the affidavit of non-liability or identified by a rental car company. Costs of certified mailings are priced separately and paid by Customer to Verra Mobility as indicated in EXHIBIT A.
1.2.4 Subsequent notices, other than those specified in Subsection 1.2.3 may be delivered by first class or other mail means for additional compensation to Verra Mobility as agreed upon by the parties.
1.2.5 Verra Mobility shall apply an electronic signature, name, or badge number to the Citation as authorized in the Customer’s Business Rules.
1.2.6 Verra Mobility may make non-substantive formatting or incidental changes to the Citation form without approval by Customer.
1.2.7 Verra Mobility shall seek records from vehicle registration databases reasonably accessible to Verra Mobility through its limited agent relationship with Customer and use such records to assist Customer in processing Citations. Verra Mobility may mail Citations to the address of the Owner obtained through the DMV, obtained through the National Change of Address (NCOA) database provided by the United States Postal Service, if allowed by law, or obtained through other means including but not limited to skip tracing, if allowed by law. Verra Mobility reserves the right to pass-through to Customer any cost increases imposed on Verra Mobility by DMV data sources.
1.2.8 The BOS shall provide Customer with the ability to run and print standard system reports.
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generally to customers with similar programs. Customized reporting services are available upon written request. The fee for such services shall be mutually agreed upon.
1.2.9 During the twelve (12) month period following the installation or deployment of the first Camera System, upon Verra Mobility’s receipt of a written request from Customer at least fourteen (14) calendar days in advance of a court proceeding, and if required by the court or prosecutor, Verra Mobility shall provide Customer with or train a Customer provided local expert witness to testify in court on matters relating to the accuracy, technical operations, and effectiveness of the Camera System or the BOS until judicial notice is taken. Customer shall use its best efforts to obtain judicial notice as soon as possible. If a Verra Mobility expert witness is required more than two (2) times during the twelve (12) month period, Customer shall reimburse Verra Mobility for any reasonable time and travel costs incurred for the additional dates, provided, however, the parties may agree to have the expert testify remotely if permitted by a court.
1.2.10 In those instances where damage to a System (or sensors where applicable) is caused by (i) negligence on the part of Verra Mobility or its authorized agent(s), Verra Mobility shall bear the full cost of repair; or (ii) negligence or recklessness on the part of a driver or severe weather or other Force Majeure events, Verra Mobility and Customer shall bear the cost of repair equally with Customer reimbursing Verra Mobility for its portion of the cost of repair, unless such cost of repair was foreseeable prior to the event/incident taking place, at which point Verra Mobility shall bear the full cost of repair. For all other causes of damage, including road construction, Customer negligence, etc. Customer shall reimburse Verra Mobility for the cost of repair.
1.2.11 Verra Mobility shall provide a help-line to assist Customer with resolving any problems encountered regarding its Camera System and/or the BOS. The help-line shall function during Business Hours.
2. CUSTOMER SCOPE OF WORK
2.1 GENERAL IMPLEMENTATION REQUIREMENTS
2.1.1 Within seven (7) business days of the Effective Date of this Agreement, Customer shall provide Verra Mobility with the name, title, mailing address, email address and phone number of all Customer stakeholders, including:
o A project manager with authority to coordinate Customer responsibilities under this Agreement;
o Court manager responsible for oversight of all Court-related program requirements; o The police contact;
o The court contact;
o The person responsible for overseeing payments by violators (might be court); o The prosecuting attorney;
o The Customer attorney;
o The finance contact (who receives the invoices and will be in charge of reconciliation); o The IT person for the police;
o The IT person for the courts;
o The public works and/or engineering contact responsible for issuing any/all permits for construction; and
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o Court manager responsible for oversight of all Court-related program requirements.
2.1.2 Customer and Verra Mobility shall complete the Project Time Line within sixty (60) calendar days of the Effective Date of this Agreement, unless mutually agreed to otherwise by the parties. Customer shall make every effort to adhere to the Project Time Line.
2.1.3 As requested by Customer, Verra Mobility will provide Customer with a mock-up of the Citation and other notices within fifteen (15) days of a completed Business Rules Questionnaire. Customer shall review the Citation and other notices to ensure conformity with the Laws applicable to Customer. Except as outlined in Section 1.2.6, Verra Mobility shall not implement changes to the Citation or other notices without Customer’s prior review and signoff. Customer is responsible for the content of its Program notices, including but not limited to Citations.
2.1.4 Customer intends to utilize its own payment processing channels for the processing of Violation payments. Verra Mobility will not be involved in the payment process. On Customer's Business Rules, Customer will elect Tier 1 Payment Processing, indicating that Verra Mobility will not be involved in the payment process. If Customer would like to utilize the BOS to track payments, Customer will be required to manually enter payments into the BOS.
2.1.5 Customer shall direct the law enforcement agency to execute the Verra Mobility DMV Services Subscriber Authorization (substantially in the form attached as EXHIBIT D) to provide verification to the National Law Enforcement Telecommunications System (NLETS) indicating that Verra Mobility is acting on behalf of the Customer for the purposes of accessing vehicle ownership data pursuant to the list of permissible uses delineated in the Drivers Privacy Protection Act 18 U.S.C. 2721, Section (b)(1). Access to registered owner information through National Law Enforcement Telecommunications System (NLETS) requires Customer to provide Verra Mobility with a unique Customer ORI. In order to access certain state departments of motor vehicles records directly (not through NLETS), agreements or applications directly between customer and the state DMV may be required by Customer, including agreements requiring Customer to comply with certain permissible use, privacy, and security requirements of the applicable state department of motor vehicle. If required, Customer shall execute such agreements or applications with, participate in audits by, or provide certifications to state department of motor vehicles. If Customer requires Verra Mobility to access registered owner information from sources other than NLETS or direct through a state DMV, accessible to Verra Mobility at no cost, additional fees will apply.
2.1.6 Customer shall prepare, execute, update, and maintain the Business Rules for implementation and operation of the Program. Customer’s failure to timely prepare the Business Rules may impact the Project Time Line or compliance of Customer’s Program with applicable laws, but shall not excuse Verra Mobility’s obligations under this Agreement. Verra Mobility shall not be liable for Customer’s failure to update and maintain the Business Rules. To the extent that there is a conflict between the Business Rules and Agreement, the Agreement shall govern.
2.1.7 Customer is responsible for notifying Verra Mobility of any local legislative and/or ordinance changes in writing within forty-eight (48) hours after the first read of the proposed legislation.
2.1.8 Customer is responsible for all final jurisdictional issues, including but not limited to as they pertain to issuance of Citations, adjudication of Violations, and intergovernmental authorities.
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2.1.9 Once a Notice to Proceed is granted to Verra Mobility in writing, Customer shall not issue a stop work order to suspend activity on the implementation process, unless Customer reimburses Verra Mobility for costs incurred up to the date the stop work order is issued.
2.1.10 Customer will comply with all applicable Laws relating to its conduct with respect to the Program. Customer shall not use the Camera Systems, the BOS, or the data captured by the Camera Systems or provided by NLETs or DMV data source providers for any purpose not permitted by Law.
2.1.11 Once a Camera System is installed and certified by Verra Mobility as operational, it shall be immediately put into service at the next available enforcement period or as otherwise mutually agreed to by the Parties.
2.1.12 Customer shall process each Event in accordance with state law and/or municipality ordinances within three (3) business days of its appearance in the law enforcement review queue, using the BOS to determine which Events constitute Violations that will be issued as Citations. In the event that Customer fails to process Events within this timeframe, Verra Mobility shall not be liable for failure of the BOS to allow Customer to issue a notice or Citation within statutory timeframes.
2.1.13 In the event that remote access to the BOS is blocked by Customer network security infrastructure, Customer’s Department of Information Technology shall coordinate with Verra Mobility to facilitate appropriate communications while maintaining required security measures.
2.1.14 Customer shall be responsible for any reporting obligations that it has to any state or other regulatory body with respect to its operation of the Program or the payment of Citations.
2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS
2.2.1 All Fixed Camera Systems are intended to remain installed for the duration of the Agreement.
If Customer requests that Verra Mobility move a Fixed Camera System after initial installation, Customer shall pay for the total, actual cost to relocate the System.
2.2.2 If a construction or improvement project requires an installed Camera System to be deactivated or requires a Camera System, including imbedded sensors, to be moved or removed, Customer shall pay a reduced monthly fee of $2,500 per month for the deactivated Camera System during the time the Camera System is deactivated and pay any costs incurred by Verra Mobility for removing, and if applicable reinstalling, the System. If the System shall be reinstalled after project is completed, in lieu of paying the reduced monthly Fee while Camera System is deactivated Customer may instead elect through a Change Order, or other written modification to the Agreement, to extend the current term of the Agreement for the time period the Camera System was deactivated.
2.2.3 Prior to the installation of any System, Customer shall use reasonable, best efforts to provide Verra Mobility information regarding any and all road construction or improvement projects scheduled during the term of this Agreement for any Approach designated for System installation. In addition, within thirty (30) days of becoming aware of anticipated construction that may result in the deactivation or removal of a System or otherwise impact an Approach during the term of this Agreement, Customer shall notify Verra Mobility of any such construction.
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2.2.4 Customer will design, fabricate, install, and maintain camera warning signs required by Law for purposes of operating the Program. If Customer cannot provide such signage, Verra Mobility will do so, and Customer shall reimburse Verra Mobility for such costs. Even if Verra Mobility provides such signage, Customer shall remain responsible for maintaining such signage in compliance with applicable Laws. Customer is responsible for determining the placement/location of signs in compliance with applicable Laws.
2.2.5 Customer understands that proper operation of the Red Light Camera Systems requires access to traffic signal phase connections. Customer, therefore, shall provide access to traffic signal phase connections according to approved design. When traffic signal phase connections are not under the jurisdiction of Customer, it shall be Customer’s responsibility to negotiate agreements with the owner or maintaining agency of the traffic signal controller and infrastructure in order to provide the required access to said phase connections and infrastructure and any costs associated with needed agreements shall be funded by Customer.
2.2.6 Customer understands that proper operation of the Red Light Camera System sometimes requires attachment of certain items of detection equipment to existing signal masts, mast arms and/or other street furniture. Customer, therefore, shall provide access to Verra Mobility to attach certain items of detection equipment to existing signal masts, mast arms and / or other street furniture if required for the proper operation of the System.
2.2.7 Customer shall allow Verra Mobility to access power from existing power sources at no cost and, if applicable, shall allow or facilitate access to traffic signal phase connections to a pull box, pole base, or controller cabinet nearest to each System within Customer’s jurisdiction. If these items are not made available, the costs of any additional conduit or power infrastructure needed to support installation of the Camera System shall be funded by Customer. Verra Mobility may agree to cover these upfront costs and separately bill Customer through the monthly invoice over a period not to exceed one year. If existing power sources are not immediately available, Customer will allow Verra Mobility to use temporary power until the existing power is established. In situations where it is not possible to obtain electrical power from a pre-existing source, Customer shall bear the costs (or reimburse Verra Mobility) for obtaining/routing power. When access to power facilities is not under the jurisdiction of Customer, it shall be Customer’s responsibility to negotiate any necessary agreements with the owner or maintaining agency of the power facility and infrastructure in order to provide required access to said power facilities and infrastructure. Any costs associated with the needed agreements shall be funded by Customer.
2.2.8 Customer shall approve or reject site plans submitted Verra Mobility within seven (7) business days of receipt. Customer shall use best efforts to ensure that the total duration between submittal and finalization does not exceed ten (10) days for plan approvals when plans are being reviewed and permitted by any state, county, and/or local agencies.
2.2.9 Customer, or any department of Customer, shall not charge Verra Mobility or its subcontractor(s) for building, construction, electrical, street use and/or pole attachment permits, including any fee for traffic control services and permits during installation or maintenance of a System. Customer shall also apply for, when in Customer’s name, or coordinate the application for, when in the name of a Customer agency, school, or school district, and fund any and all needed state, local, and/or county permits, including any traffic control permits.
2.2.10 Customer shall issue all needed permits to Verra Mobility and its subcontractor(s) within three (3) business days of plan approval. Customer shall provide its best efforts to aid in achieving ATTACHMENT 2
____________________________________________________________________________________ Page 25 of 36
these timeframes for permit issuance when permitted by any state, local, and/or county agency.
2.2.11 If required by the submitted design plan for proper operation, Customer shall allow Verra Mobility to install vehicle detection sensors in the pavement of roadways within Customer’s jurisdiction. Customer shall provide its best efforts to aid in acquiring any and all required permission and permits when the roadway is under the jurisdiction of the state or county.
2.2.12 To the extent permitted by law and approved by the Customer in writing, Customer shall permit Verra Mobility to build all necessary Infrastructure into any existing Customer-owned easement in order to successfully facilitate the terms of the Agreement.
2.2.13 If use of private property right-of-way is needed, Customer shall assist Verra Mobility in acquiring permission to build in existing utility easements as necessary. Any costs for private property right-of-way lease/rental costs shall be borne by Customer as it is expressly excluded from the base fee structure identified in the fee schedule.
2.2.14 Customer shall be responsible for the performance of any engineering or traffic safety studies as may be desired by Customer or required by laws applicable to Customer.
2.3 COURTS OPERATIONS
2.3.1 Customer is responsible for the prosecution and adjudication of Citations in accordance with all applicable Laws.
2.3.2 Customer shall handle inbound and outbound phone calls and correspondence from defendants who have questions about disputes and other issues relating to Citation adjudication.
2.2.1 Verra Mobility shall provide Customer with access to its online BOS adjudication processing module which will enable the adjudication function to review cases, related images, and other related information required to adjudicate disputed Citations. If instead of using the online adjudication processing module in the BOS, Customer desires to integrate Verra Mobility data into its adjudication system, subject to feasibility, Verra Mobility shall provide a court interface.
Verra Mobility shall provide a price proposal to Customer for the development of any such court interface.
2.2.2 Customer is responsible for entering all final dispositions of Citations including all payments of Citations into the BOS, either directly through the online adjudication processing module or through the court interface.
3. ADDITIONAL SERVICES
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
ATTACHMENT 2
3.1 AUTOMATIC LICENSE PLATE RECOGNITION SOLUTION
3.1.1 Definitions.
“ALPR”: automatic license plate recognition.
“ALPR Camera”: a solar-powered camera with automatic license plate recognition technology and required processors and, if requested, installation of a pole to mount the ALPR Camera. “ALPR Data”: Data captured and processed by ALPR Equipment, which may include but is not limited to video data, image data, and metadata.
“ALPR Equipment”: A solar-powered ALPR Camera and related processor, excluding communication devices (e.g., SIM card) which are the responsibility of the Customer, and a pole provided by Flock.
“Customer Data”: The data captured by the ALPR Camera and, processed in, and /or housed in the Customer’s existing Flock back-end system, including but not limited to ALPR Data, white-lists, hotlists, data sharing alerts, and customer user information. “EULA” The existing end user license agreement between Customer and Flock Group, Inc., the provider of the ALPR back-office solution attached hereto as EXHIBIT B-1.
3.1.2 Verra Mobility, including through the engagement of Flock, agrees to provide the Customer with an ALPR Camera, subject to the Customer providing Verra Mobility a signed Notice to Proceed, as provided in EXHIBIT C-1 of this Agreement and the payment of the Fees set forth on EXHIBIT A.
3.1.3 Customer agrees, at all times during the term of this Agreement, to comply with and be bound by the terms and conditions of the EULA attached as EXHIBIT B-1. Customer agrees that Verra Mobility is a third party beneficiary of this EULA and may enforce the rights of its subcontractor under this EULA.
3.1.4 The parties will comply with all applicable Laws, including without limitation to the extent applicable Criminal Justice Information Services (CJIS) requirements, any Laws relating to data privacy, the laws of the State of California, or any Laws applicable its conduct with respect to the Program.
3.1.5 Customer shall not: (a) decompile, disassemble, or otherwise reverse engineer the ALPR Camera or the Flock back-end system or attempt to reconstruct or discover any source code, underlying algorithms, file formats or programming interfaces of the ALPR Camera or the Flock back-end system by any means whatsoever (except and only to the extent that applicable Law prohibits or restricts reverse engineering restrictions); (b) remove any product identification, proprietary, copyright or other notices contained in the ALPR Camera or the Flock back-end system; or (c) modify any part of the ALPR Camera or the Flock back-end system, create a derivative work of any part of the ALPR Solution, or incorporate any part of the ALPR Camera or the Flock back-end system into or with other software, except to the ATTACHMENT 2
____________________________________________________________________________________ Page 27 of 36
extent expressly authorized in writing by Verra Mobility, including through other agreements between the parties.
3.1.6 Customer shall provide Verra Mobility with copies of any Customer policies pertaining to its use of the ALPR Camera or the Flock back-end system, which are applicable to Verra Mobility.
3.1.7 Verra Mobility will collaborate with Customer on a mutually agreeable project schedule outlining all of the milestones required to implement the procurement and installation of the ALPR Cameras.
3.1.8 Within 90 days after a permit is obtained, or if no permit is required, within 120 days of the date the Customer provides Verra Mobility a Notice to Proceed, Verra Mobility shall provide and, if required, install the ALPR Cameras at locations mutually agreed to by the Customer and Verra Mobility. Installation may occur on Verra Mobility Photo Enforcement Infrastructure (subject to a suitability analysis) or on non-Verra Mobility infrastructure (subject to a suitability analysis and provided all required permits are obtained by the Customer and Customer pays for construction or other infrastructure related costs, if applicable).
3.1.9 If installation is not performed on Flock provided pole, Customer may use preexisting Customer infrastructure. Any new infrastructure constructed, other than installation of the Flock provided pole shall be at the sole cost, and the sole property and responsibility, of the Customer.
3.1.10 Customer is responsible at its own cost for obtaining any permits required for the installation and use of the ALPR Cameras on a Flock provided pole .
3.1.11 For ALPR Cameras to be installed on Customer infrastructure, Customer is responsible for applying for and obtaining and funding any and all needed state, local, and/or county permits, including any traffic control permits. Customer shall secure written permission for the installation of ALPR Equipment on any third-party infrastructure, and Customer is responsible for securing any interagency agreements or authorizations needed to install ALPR Equipment.
3.1.12 Customer shall be directly responsible for all costs and liabilities associated with construction, installation, except for the one-time installation of a pole provided by Flock, and any ongoing repair and maintenance of any used for the ALPR Equipment, and the cost of all data hosting, data retrieval or data storage or for any other usage-based or storage based costs.
3.1.13 Notwithstanding anything else to the contrary in this Agreement, Customer agrees that Customer is solely responsible for the housing and security of the Customer Data , Verra Mobility shall have no liability with respect to the housing or security of data in the Flock back-end system and all rights and obligations regarding the City Data shall be solely between the City and Flock as provided in the EULA. Customer expressly acknowledges that Verra Mobility is under no obligation to retain for any period of time any data produced by the ALPR Cameras. Customer acknowledges that for the Customer Data, it is responsible for any preservation, and associated storage requirements that may be required by Law. As it only relates to data/records maintained and/or controlled by the Customer, Customer agrees to assume responsibility to respond to, and if appropriate defend, at its sole expense, any requests for Customer Data obtained through the ALPR Cameras, whether by formal public records request or otherwise.
ATTACHMENT 2
____________________________________________________________________________________ Page 28 of 36
3.1.14 Upon sufficient notice provided to the Customer in accordance with the requirements under this Agreement, the Customer will provide the necessary IT staff and resources necessary to assist Verra Mobility, and Verra Mobility’s subcontractors when necessary, with the implementation of the ALPR Camera.
3.1.15 Any additional hardware, software, licensing, resources, installation, support and maintenance required to make the provided ALPR Camera compatible and compliant with Customer IT, security, privacy, compliance, or other requirements are the responsibility of Customer.
3.1.16 Customer is responsible for the repair or replacement costs of any ALPR Equipment which is not the responsibility of Verra Mobility, as described below.
3.1.17 Verra Mobility shall repair or replace all ALPR Cameras pursuant to the Flock warranty), except to the extent such damage was caused by the (a) improper handling or installation and repairs made by unauthorized Persons, including the Customer; (b) misuse, neglect, accident on behalf of the Customer (or Persons acting on its behalf other than a party authorized by Verra Mobility); (c) Customer’s violation of any term of this Agreement or the EULA; or (d) Customer’s intentional or negligent acts. For the avoidance of doubt, road construction is considered an intentional act.
3.1.18 Repair and replacement of infrastructure (including poles) will be the responsibility of the Customer.
3.1.19 Customer shall notify Verra Mobility, in writing within twenty-four (24) hours of detecting any performance issues with any ALPR Cameras.
3.1.20 Any replacement of ALPR Equipment resulting from a knockdown, shall be at the option of Verra Mobility.
3.1.21 Upon the termination of the Agreement between Verra Mobility and the Customer, Verra Mobility shall have no further obligations to Customer regarding the ALPR Camera, and Verra Mobility (or its designated subcontractor) may uninstall and/or retrieve all ALPR Equipment from Customer, unless such ALPR Equipment shall be separately procured by Customer.
3.1.22 Under all circumstances, Verra Mobility (or Flock) shall retain ownership of all ALPR Equipment provided for use by Customer under the terms and conditions of this Agreement.
The right to access and use the Flock back-office shall be governed by the EULA. Verra Mobility shall retain the ownership rights to all metadata, business intelligence, or other analytics obtained, gathered, or mined by Verra Mobility from the data captured by the ALPR Cameras. Furthermore, Verra Mobility has the right to use non-personalized and aggregated ALPR Camera data for its internal business purposes, analytics, statistical analysis, and to perform analyses which would further Customer’s program.
3.1.23 Customer hereby agrees to indemnify and defend Verra Mobility Parties to the fullest extent permitted by applicable Law against any and all Losses which may be imposed on or incurred by Verra Mobility arising solely out of or related to: (a) Customer’s misuse of or failure to maintain the security of Customer Data in its possession; (b) Customer’s violation of any Laws; (c) Customer's misuse or misappropriation of a Verra Mobility subcontractor’s products or services, (d) any representation by Customer about a Verra Mobility subcontractor’s products or services not authorized by such subcontractor; (e) any breach of this Agreement by Customer related to Customer’s use of the ALPR Cameras, or Customer Data; and (f) any related breach of the EULA by Customer.
ATTACHMENT 2
____________________________________________________________________________________ Page 29 of 36
3.1.24 EXCEPT AS PROVIDED IN THIS AGREEMENT AND VERRA MOBILITY’S RESPONSE TO HGACBUY INVITATION TO BID NO. PE05-21, THE PARTIES
ACKNOWLEDGE THAT THE ALPR CAMERAS AND RELATED SERVICES ARE PROVIDED BY VERRA MOBILITY “AS IS” AND WITHOUT WARRANTY OF ANY
KIND, AND VERRA MOBILITY EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES RELATING TO THE ALPR CAMERAS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
ATTACHMENT 2
____________________________________________________________________________________ Page 30 of 36
[EXHIBIT B-1]
[RESERVED FOR FLOCK EULA DATES ]
ATTACHMENT 2
EXHIBIT C
FORM OF NOTICE TO PROCEED
Reference is made to the Professional Services Agreement by and between American Traffic Solutions, Inc., doing business as Verra Mobility (“Verra Mobility”) and City of Manteca (“Customer”), dated as of [date] (the “Agreement”). Capitalized terms used in this Notice to Proceed shall have the meaning given to such term in the Agreement.
Customer hereby designates this implementation of Systems at the Approaches listed below. Verra Mobility shall make its best efforts to install a System within sixty (60) days of permits being granted and power delivered for each agreed-upon Approach, providing that Customer has received permission for all implementations in writing from any third-party sources.
Below is a list of Approaches provided by Customer, which have been analyzed based on traffic volumes, road geometry, and existing infrastructure and are believed to be locations at which a System would increase public safety.
Execution of this Notice to Proceed by Customer shall serve as authorization for the installation of Systems for all Approaches designated as follows:
Approach (Direction and Roadway) Type of
Enforcement
Camera System Solution (# of
Cameras per Approach)
N/B S. Airport Way @ Daniels Street Red Light (1) One
S/B S. Airport Way @ Daniels Street Red Light (1) One
E/B Daniels Street @ S. Airport Way Red Light (1) One
W/B Daniels Street @ S. Airport Way Red Light (1) One
N/B Commerce Way @ E. Yosemite Avenue Red Light (1) One S/B Northwoods Avenue @ E. Yosemite Avenue Red Light (1) One E/B E. Yosemite Avenue @ Commerce Way Red Light (1) One W/B E. Yosemite Avenue @ Northwoods Avenue Red Light (1) One N/B N. Main Street @ Northgate Drive Red Light (1) One
S/B N. Main Street @ Northgate Drive Red Light (1) One
E/B Northgate Drive @ N. Main Street Red Light (1) One
W/B Northgate Drive @ N. Main Street Red Light (1) One
N/B S. Union Road @ W. Yosemite Avenue Red Light (1) One S/B N. Union Road @ W. Yosemite Avenue Red Light (1) One E/B W. Yosemite Avenue @ S. Union Road Red Light (1) One W/B W. Yosemite Avenue @ N. Union Road Red Light (1) One N/B N. Main Street @ E. Louise Avenue Red Light (1) One S/B N. Main Street @ E. Louise Avenue Red Light (1) One E/B E. Louise Avenue @ N. Main Street Red Light (1) One W/B E. Louise Avenue @ N. Main Street Red Light (1) One Customer understands that implementation and installation of any Approach is subject to Site Selection Analysis and engineering results.
Customer recognizes the substantial upfront costs Verra Mobility will incur to construct and install the Systems for the above listed Approaches. Customer agrees that the Systems authorized by this Notice to Proceed for the above-listed Approaches shall remain installed and operational for the duration of the current term of the ATTACHMENT 2
____________________________________________________________________________________ Page 32 of 36
Agreement. Verra Mobility reserves the right to bill Customer for any upfront costs associated with the Approaches listed above in the event Customer elects to cancel or suspend the installation.
IN WITNESS WHEREOF, Customer has executed this Notice to Proceed as of the date written below.
CITY OF MANTECA
By:
Name:
Title:
Date
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC.
By:
Name:
Title:
Date
ATTACHMENT 2
____________________________________________________________________________________ Page 33 of 36
EXHIBIT C-1
FORM OF NOTICE TO PROCEED ALPR SOLUTION
Reference is made to the Agreement for Automated License Plate Recognition Solution Services by and between American Traffic Solutions, Inc., doing business as Verra Mobility (“Verra Mobility”) and City of Manteca (“Customer”), dated as of ___/___/2024 (the “Agreement”). Capitalized terms used in this Notice to Proceed shall have the meaning given to such term in the Agreement.
Customer hereby designates the procurement and deployment or installation of ALPR cameras at the following designated locations.
Execution of this Notice to Proceed by Customer shall serve as authorization for the deployment or installation of the ALPR cameras for all designated locations as follows:
Location (Direction &
Street)
Infrastructure (Photo Enforcement
Infrastructure / customer owned
infrastructure)
ALPR
Camera
Back-Office
[Execution of this Notice to Proceed by Customer shall serve as authorization for the provision to Customer of FLOCK ALPR cameras to be deployed at locations designated by Customer.] Customer understands that implementation and installation of any location is subject to a feasibility of installation analysis, and if necessary, engineering results conducted by Verra Mobility and/or its subcontractor.
Costs of deployment or installation of the ALPR cameras shall be pursuant to the terms and conditions of the Agreement.
IN WITNESS WHEREOF, Customer has executed this Notice to Proceed as of the date written below.
CITY OF MANTECA
By:
Name:
Title:
Date
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC.
By:
Name:
Title:
Date
ATTACHMENT 2
EXHIBIT D
DMV SERVICES SUBSCRIBER AUTHORIZATION
Date:
Frank L. Minice, Executive Director/CEO
National Law Enforcement Telecommunications System, Inc. (NLETS) 1918 W. Whispering Wind Drive
Phoenix, AZ 85085
Dear Mr. Minice:
Re: Authorization for ORI Code: CA0390300
The Manteca Police Ddepartment authorizes American Traffic Solutions, Inc. dba. Verra Mobility to use the Manteca Police Department ORI CA0390300 for the limited purpose of obtaining vehicle registration information through NLETS.
This letter acknowledges that a contract to perform automated enforcement between the Manteca Police Department and American Traffic Solutions, Inc., doing business as Verra Mobility (“Verra Mobility”) is in force. As a requirement of and in performance of that contract between the Manteca Police Department and Verra Mobility, it will be necessary for Verra Mobility to access Nlets for motor vehicle data on our agency’s behalf.
This program will operate within the Axsis environment under partner ORI AZNlets97.
Please accept this letter as authorization from the Manteca Police Department for Verra Mobility to run motor vehicle inquires for this purpose. This authorization will automatically expire upon the termination of the contract between Manteca Police Department and Verra Mobility; and,such authorization is limited to violations detected by the automated enforcement camera systems.
By completing the information below and signing this letter, I am stating that I am a member of and have the authority to extend this authorization on behalf of the Manteca Police Department.
SUBSCRIBER INFORMATION
Subscriber Agency/Name
Nlets Agency ORI
Name/Title of Authorized
Representative
Mailing Address
Telephone Fax
Email
Signature of Authorized Representative
Date Signed
ATTACHMENT 2
____________________________________________________________________________________ Page 35 of 36
EXHIBIT E
RETENTION SCHEDULE***
[This schedule to be completed by Customer in conformity with their applicable state and local law prior to execution of the Agreement.]
Type of Record Minimum Verra Mobility Retention Period
Violation Images* (including video clips and related
metadata)
6 months from payment or final adjudication
Non-Violation Images (including video clips and
related metadata)**
90 days from Event capture date
Warning Notice Images (including video clips and
related metadata)
90 from issuance date
Individually Identifiable Violation Records* 6 months from payment or final adjudication Individually Identifiable Non-Violation Records** 90 days from Event capture date Audio recording from contact center 90 days from call
Written correspondence with citizens regarding
Violations
1 year from date of correspondence
Camera System Calibration/Certification Records 6 months from payment or final adjudication of an applicable Violation
Maintenance Records 6 months from payment or final adjudication of an applicable Violation
Other Program Records 1 year from termination of the Agreement * Violation Image: an image of a Violation issued as a Citation.
Individually Identifiable Violation Records: a record containing individually identifiable information pertaining to a Violation issued as a Citation.
** Non-Violation Image: an image of an Event not issued as a Citation.
Individually Identifiable Non-Violation Records: a record containing individually identifiable information pertaining to an Event not issued as a Citation. *** Retention period is not applicable upon termination of the Agreement and the data is provided to Customer pursuant to Section 15 of the Agreement.
This records retention schedule does not apply to any Event data captured by the Camera System, but not uploaded into BOS. For the avoidance of doubt, this records retention schedule does not apply to any records related to any Pilot Data, nor does this records retention schedule apply to any ALPR images, metadata, or other ALPR related data.
ATTACHMENT 2
____________________________________________________________________________________ Page 36 of 36
EXHIBIT F
MASTER ENCROACHMENT AGREEMENT
Attached
ATTACHMENT 2
1 MASTER ENCROACHMENT AGREEMENT
THIS MASTER ENCROACHMENT AGREEMENT is entered into , 2023, by and between American Traffic Solutions, Inc., doing business as Verra Mobility., a Kansas Corporation, (“Verra”) with its principal place of business at 1150 N. Alma School Road, Mesa, Arizona 85201 and City of Manteca, a municipal corporation, with its principal place of business located at 1001 W. Center Street, Manteca, CA 95337 ("City").
RECITALS:
A. City occupies extensive and various easements and fee-owned lands for right of way, utilities, and infrastructure. The City’s easements, whether of record or prescriptive, and fee- owned lands are referred to as “City Property.” All City, streets, sidewalks, pipelines, appurtenances, or other structures upon City Property are referred to collectively as "City Facilities."
B. The parties desire by this Agreement to facilitate the installation of Verra facilities to be shown on the plans prepared by Verra and approved by City as described below ("Verra Facilities"), and to ensure that the Verra Facilities are properly licensed and permitted without undue delay.
C. City is willing to permit the encroachment of the Verra Facilities on City Property subject to the terms provided below.
NOW, THEREFORE, it is agreed as follows:
AGREEMENT
1. Nature of Right Conferred. City hereby assents only to: (a) an encroachment upon a City easement or easements, whether the easements are of record or prescriptive, or (b) to confer a license to Verra to encroach upon City fee-owned property, all subject to the terms hereof.
Nothing in this Agreement constitutes a grant in fee or other disposition of any land or interest in land, which is owned, conveyed, dedicated or otherwise occupied by the City.
Verra acknowledges that the consent contained in this Agreement relates only to the rights of the City by virtue of an easement or easements or upon property, owned in fee, conveyed, dedicated, or otherwise occupied by the City. It is understood that nothing in this Agreement shall be considered as a representation by the City of the authority to grant any interest in land over, across, or under any property owned or controlled by any person other than the City, and Verra shall obtain any further grants or consents from all others owning interests in land subject to a City easement.
It is further agreed that any right granted to Verra hereunder shall be inferior and subordinate to the rights of the City. Except as herein expressly permitted, Verra shall not place or permit to be placed on, in, across, or through said right of way any building, structure, explosive, guy wire, or any other obstruction, nor do or permit to be done, anything which may interfere with the City’s Facilities or with Verra’s full use and enjoyment of City Property. Verra shall not authorize or permit encroachment by anyone other than its representatives or agents, or utilize the Encroachment Area in any manner, which may endanger or interfere with the proper use and operation of any City works or property without first obtaining the City’s written consent.
2. Assignments and Sublicenses. Verra may not assign or otherwise transfer any right created by this Agreement without the City’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that Verra may assign the rights granted hereunder to ATTACHMENT 2
2 a parent, corporate successor, subsidiary, joint venture partner, limited liability company member, or other affiliate of Verra, now or hereinafter existing, by written notice to the City of such assignment and written acknowledgement of the assignee consenting to the assignment. Verra shall not authorize or permit others to utilize any facilities or structures or right of way areas, which are the subject matter of this Agreement in any way not expressly authorized by this Agreement.
3. Indemnity and Release. As a major inducement and consideration for the license and permission herein, Verra shall indemnify and hold harmless the City, its officers, employees, elected officials, appointed officials and agents, to the fullest extent permitted by law, against and from any and all loss, damage, claims, demands, actions, causes of actions, penalties except criminal fines or punitive damages, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which are incurred or result from injury to or death of persons, including, but not by way of limitation, officers, agents and employees of the City and of Verra, or from damages to or loss or destruction of property, including, but not by way of limitation, damages to appurtenant facilities, equipment or other City property or property of Verra, when such injury, death, loss, destruction or damage arises from or is contributed to by:
(a) The installation, construction, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Verra Facilities; (b) The prosecution of any work by Verra contemplated by this Agreement; or (c) The presence, operation or use of the Verra Facilities.
Provided, however, that this indemnity shall not extend to that portion of any such injury, death, loss, destruction or damage that is attributable to the sole negligence of the City, its officers, agents or employees, nor shall it extend to claims for damages arising out of the death of, or personal injury to, employees of the City to the extent that such claims are within the coverage or Worker's Compensation insurance carried by the City.
Verra does hereby release the City, its officers, agents and employees (but not its independent contractors), from all liability for damages to or loss or destruction of the Facilities from any cause whatsoever unless the negligence of the City, its officers, agents and employees is the sole cause of such liability.
4. Corrective Actions. Verra agrees that any City Facilities encroached upon by Verra will be left in as good or better condition than before the encroachment was made. In the event the City Engineer, in his sole discretion, reasonably determines that the City Facilities are not left in as good or better condition, Verra agrees to take such corrective action as the City Engineer deems necessary, at the sole expense of Verra and at no expense to the City. Verra agrees in the event that it fails to make corrections requested by the City Engineer the City may make such corrections at Verra’s expense, and that Verra agrees to pay the costs of such corrections in full upon demand by the City.
5. Plans and Specifications; Construction.
A. Verra is solely responsible for ensuring all Verra Facilities are designed, erected, constructed, installed, and operated in such a manner so as not to interfere with the construction, operation and maintenance of City Facilities, or the access and full use of City Property. City will not approve the plans and specifications of any proposed Verra Facility determined likely to interfere with a City Facility or with the present or future use of City Property.
B. No Verra Facility shall be constructed, erected, installed, substantially modified or relocated upon City Property, or removed therefrom, until Verra has submitted to City ATTACHMENT 2
3 and City has approved, plans and specifications for the specific work relating to Verra Facilities within specifically identified City Property. City shall promptly review the plans, and if review cannot be completed within fourteen (14) days, shall notify Verra and diligently complete its review as soon as is practical. At the time of submission of the plans and specifications, Verra shall specify whether its own employees or a contractor, agent, independent contractor’s employees will perform the work, and if a contractor, the name, address, license number and contact information for the contractor. Verra is responsible for the performance of all obligations under this Agreement, regardless of whether work is performed by Verra or its contractor.
VerraVerraVerra
C. Verra’s construction activities shall incorporate all requirements noted on plans approved by the City, including all of City’s requirements. Final construction, including appurtenances and the layout and construction of same, shall be in accordance with the City- approved plans and specifications and upon the locations approved in advance by City and shall not be changed or altered without the express written consent of City. City and Verra shall provide each other with the name and contact information for the individual responsible for overseeing the work, including mobile and landline telephone numbers, e-mail address, and street and mailing addresses. Contact information shall be updated as necessary, but no less than annually. The parties shall require that its contact persons are familiar with the provisions of this Agreement.
D. Any work performed under this Agreement, either by Verra and/or its contractor(s) or agents, shall comply with all requirements of applicable law, including, but not limited to, the Clean Air Act, as amended (U.S.C. 1857, et seq., as amended by Public Law 91- 604); the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq., as amended by Public Law 92-500); and the California Environmental Quality Act ("CEQA,") and other federal, state, and local laws, regulations and guidelines. Further, Verra and/or its contractors shall comply with applicable requirements of OSHA, Cal OSHA, State of California Department of Industrial Safety and Health Orders, CalTrans, and California Health and Welfare laws, regulations and guidelines issued thereunder, where applicable.
6. Ordinary Maintenance, Repair or Replacement. Verra shall maintain its Facilities in good condition and operating repair at all times. The City may require the removal of any Verra Facilities from City Property if any time after reasonable notice, the Facilities remain in a condition of disrepair or disuse.
7. Maintenance, Repair, Relocation, or Installation of City Facilities Requiring the Removal, Repair or Reinstallation of Verra Facilities.
A. Should the maintenance, repair, relocation or installation of City Facilities, either as they currently exist or shall exist in the future, require the temporary removal or relocation of Verra Facilities, Verra shall, within 30 days of City’s written request or within such longer period of time as City may specify in the notice, remove or relocate the Verra Facilities at no cost to City. Further, the removal, relocation, replacement, or reinstallation of Verra Facilities shall be performed by Verra at its sole expense. The foregoing provisions pertain to all work on City Property and City Facilities, whether the work is performed by the City or by others on behalf of the City, including work performed at the time of development of any tract of land of which the City Property is a part.
B. In the event the City is required to perform emergency or urgent work upon City Property that necessitates the removal or relocation of Verra Facilities, the City will endeavor to provide Verra as much advance notice as is practical under the circumstances. Notification may be either written or oral. The failure of the City to give Verra notice in any case shall not subject the City to any liability whatsoever.
ATTACHMENT 2
4 8. Increased Operation and Maintenance Expenses. It is understood that the location of Verra Facilities on City Property may give rise to extraordinary expenses for the maintenance of City Facilities, which would not otherwise have occurred but for the presence of Verra Facilities. "Extraordinary maintenance" means repair, maintenance or replacement activities outside or in excess of the ordinary scope of such activities normally undertaken by the City and which result in increased costs or staff time to the City. Verra agrees to compensate the City for the direct costs of such extraordinary maintenance reasonably required as a result of the installation of Verra’s Facilities upon City Property, and based upon statements prepared and submitted to Verra setting forth in reasonable detail, the nature and extent of each item of extraordinary maintenance performed.
9. Administrative Fees. Should the implementation or enforcement of the provisions of this Agreement require the dedication of City staff time and resources beyond that typically required for Master Encroachment Agreements generally, Verra at City’s request, shall reimburse City for the costs thereof in accordance with the City’s then-current Policies and Fees.
10. Notice. All notices required or permitted under the terms of this Agreement, except as otherwise provided, shall be in writing. Contact information for purpose of giving notice are as follows:
ORGANIZATION
CONTACT PERSON
STREET ADDRESS CITY, STATE ZIP CODE TELEPHONE
EMAIL ADDRESS
FACSIMILE
City of Manteca
Kevin Jorgensen, City Engineer
1001 W. Center Street
Manteca, CA 95337
Phone: 209-456-8460
Email: [email protected]
Facsimile: 209.923.8960
(with a courtesy copy via email to the City Manager’s Office [email protected])
Any such notice or communication shall be deemed to have been given on: (i) the day such notice or communication is personally delivered; (ii) three (3) days after such notice or communication is mailed by First Class, prepaid certified, or registered U.S. mail; (iii) one (1) working day after such notice or communication is sent by overnight courier; or (iv) one (1) working day after such notice or communication is faxed or sent electronically, except when such communications are sent after 4:30 p.m. or on a non business day, they shall be deemed to be sent the next business day.
For the purposes of this Section, "business day" means any day except Friday, Saturday, Sunday, or State or any other day the City is closed for business as noted on the City Council Calendar.
A party may, for purposes of this Agreement, change his, her or its address, fax number, email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other party pursuant to this Section 10.
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5 11. Legal Action. In the event either party commences a legal action to enforce any of the terms and conditions of this Agreement, each party shall bear its own costs. This Agreement shall be governed by and interpreted in accordance with California state law. Venue for any cause of action arising under this Agreement shall be the Superior Court of the County of San Joaquin.
12. Expiration. This Agreement shall terminate at 11:59, December 31, 2031 unless mutually extended beyond such date. Either party may cancel this Agreement by providing at least 90 days' notice to the other party.
13. Survival. Verra’s covenants in Section 3 shall survive the expiration or other termination of the Agreement. Except as otherwise set forth in the Agreement, the permission granted to Verra in this Agreement for location of its Facilities on City Property, and the obligations of Verra attaching thereto, shall survive any expiration or other termination of the Agreement for so long as Verra shall own, maintain, and repair the Facilities.
14. Conditions Precedent. Verra acknowledges that all of the foregoing constitute conditions precedent to the City granting the Agreement herein requested and understands that the Agreement would not have been granted in the absence of said conditions.
15. No Property Interest. No permission granted by City to Verra under this Agreement shall in any way be considered a compensable real or personal property interest.
16. Modification. The terms and conditions of this Agreement shall not be modified except by written consent of both parties. However, in the event of a subsequent change in federal, state, or local law or regulation to which either party is subject that necessitates modification of one or more terms of this Agreement, modification of this Agreement may be made strictly to comply with said law or regulation and the other party shall not withhold its consent to such modification.
NOW THEREFORE, in consideration of the rights, obligations, terms and conditions set forth above, City and Verra enter into this Agreement effective on the later of the dates of execution of this Agreement, below.
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ATTACHMENT 2
6 CITY OF MANTECA: AMERICAN TRAFFIC SOLUTIONS, INC.,
dba Verra Mobility
______________________________ By:__________________________________________ Toni Lundgren, City Manager , President
______________________________
Kevin Jorgensen II, City Engineer
ATTEST:
By:
Cassandra Candini-Tilton, City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
L. David Nefouse, City Attorney
By: By: ____________________________________________ Daniella G. Green, Assistant City Attorney
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