AUTOMATED TRAFFIC ENFORCEMENT SYSTEM
SERVICES AGREEMENT (GENERAL) BETWEEN
CITY OF NAPA
AND
CONDUENT STATE & LOCAL SOLUTIONS, INC.
City Agreement No. _________________
City Budget Code: __________________
This Services Agreement (General) for an Automated Traffic Enforcement System (“Agreement”) by and between the City of Napa, a California Charter City (“City”), and Conduent State & Local Solutions, Inc., a New York Corporation, (“Consultant”, collectively “Parties”), is effective on the date last signed by the City, which is identified on the signature page as the Effective Date.
RECITALS
The City intends to install and implement an Automated Traffic Enforcement System authorized pursuant to California Vehicle Code section 21455.5 (“ATES”) that includes Automatic License Plate Readers (“ALPR”) and desires to engage a consultant to provide all of the necessary services, equipment, maintenance, installation, materials, software, and management to implement the System more particularly described in this Agreement and in the SOW (defined below) on selected Intersection Approaches identified in Exhibit “C”. The ATES and ALPR are hereinafter collectively referred to as the "System.” Consultant represents that it has the expertise, professional experience, qualifications, capacity, and required licenses and certifications to install and implement the System.
The City desires to engage Consultant to install, operate, maintain and implement the System in reliance on Consultant’s representations pursuant to the terms of this Agreement and as more particularly described in the Scope of Work.
NOW, THEREFORE, the City and Consultant, for the mutual consideration described herein, agree as follows:
SCOPE OF SERVICES.
Services. Consultant will perform the services and provide the Equipment and materials described in the Scope of Work, attached hereto as Exhibit “A” (“SOW”) and incorporated herein by reference (collectively, the “Services”), in accordance with the terms and conditions of this Agreement and to the satisfaction of the City’s authorized representative, City of Napa Police Department Sergeant Aaron Medina, (“City’s Authorized Representative”).
Standard of Care. In performing the Services, Consultant will meet or exceed the applicable standard of care for, and exercise the degree of skill and diligence ordinarily used by reputable service providers within the greater San Francisco Bay Area who provide the same or similar type of services as the Services required under this Agreement. Consultant will require and ensure that all of its employees, subconsultants, or agents performing or contributing to the Services will comply with the requirements of this Agreement.
Independent Contractor. Consultant will control the manner and means for completing and performing the Services acting as an independent contractor and not as an employee of the City. Consultant will not be entitled to any of the benefits that the City provides to its employees, including, but not limited to, health or retirement benefits.
Subcontracting. If Consultant subcontracts with a subconsultant to perform any of the Services in the SOW, the City is deemed an intended beneficiary of that subcontract and the subconsultant will owe a duty of due care to the City. The City reserves the right to approve or reject any proposed subconsultant, based on the subconsultant’s qualifications, relevant experience, or reputation in its reasonable discretion.
Third Party Beneficiaries. Except to the extent expressly stated herein, this Agreement will not be construed to create any rights in third parties.
Time for Performance. Time is of the essence for the performance and completion of all Services and duties under this Agreement. Consultant will commence and complete all Services by the date and within any timeframes set forth in the Schedule of Performance attached hereto as Exhibit “D” and incorporated herein by reference. Services for which times for performance are not specified in this Agreement will be commenced and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction from the City’s Authorized Representative. Consultant will submit all requests for extensions of time to the City in writing no later than ten (10) days after the start of the circumstances or events giving rise to the delay, and no later than the time by which performance is due. The City may grant or deny, with or without conditions, said requests for extensions in its sole discretion. The City’s approval of any extension of time will not operate to waive the City’s rights or remedies with respect to damages caused by Consultant’s delay.
Unsatisfactory Services. Upon written notice from the City that any of the Services are unsatisfactory or fail to comply with the requirements of this Agreement (collectively, “Unsatisfactory Services”), Consultant must promptly correct or cure any such Unsatisfactory Services as specified in the City’s written notice. Consultant will not be entitled to any additional compensation or extension of time to correct or cure the Unsatisfactory Services unless agreed to by the City in writing in its sole discretion. Consultant’s correction or cure of Unsatisfactory Services will not operate to waive the City’s rights or remedies with respect to any damages caused by the Unsatisfactory Services, the cost of which may be recovered by the City as an offset from payment otherwise due or to become due to Consultant.
COMPENSATION.
Payment. The City will pay Consultant for Consultant’s time and authorized expenses necessary to perform the Services at the rates and charges set forth in the Compensation Rates and Charges attached hereto as Exhibit “B” and incorporated herein by reference, as compensation in full for Services satisfactorily performed in compliance with this Agreement. Consultant’s total compensation for performing the Services shall not exceed $4,172,260.00, without prior written authorization from the City. If the City authorizes Consultant to perform services in addition to those described in the SOW, Consultant will be compensated in accordance with the rates and charges in Exhibit “B”. Consultant will not be entitled to any compensation for additional services performed without the City’s prior written consent, or which exceeds the scope of the City’s written consent.
Invoices. Consultant will submit a monthly itemized invoice to the City’s Authorized Representative for the Services provided during the preceding month. At a minimum, the invoice must identify the Services performed, the hours spent performing the Services, the applicable hourly rate(s), and any authorized expenses based on the rates and charges authorized in Exhibit “B”. The City will pay Consultant within thirty (30) days after approval of each invoice, with the exception of any disputed amounts, which amounts shall be withheld until completion of the disputed work to the City’s reasonable satisfaction.
AUTHORIZED REPRESENTATIVE. Consultant hereby assigns Leo Urteaga to serve as Consultant’s authorized representative (“Consultant’s Authorized Representative”), to personally participate in and manage the Services provided under this Agreement, and to serve as the primary point of contact for all matters pertaining to this Agreement.
Substitutions. As a material inducement to entering into this Agreement, the City has relied upon Consultant’s representations regarding Consultant’s qualifications, including the qualifications of Consultant’s Authorized Representative, its personnel, and its subconsultants, if any. Consultant will not replace Consultant’s Authorized Representative, or any of its personnel or its subconsultants, without the City’s prior written consent.
NOTICES. All notices or requests required or contemplated by this Agreement will be in writing and delivered to the other Party’s Authorized Representative by personal delivery, U.S. Mail, nationwide overnight delivery service, email, or as otherwise specified herein. Delivery is deemed effective upon the first to occur of: (a) actual receipt by a Party’s authorized Representative; (b) actual receipt at the address identified below; or (c) three (3) business days following deposit in the U.S. Mail of registered or certified mail sent to the address identified below. A Party’s contact information, below, may be changed by providing written notice of any change to the other Party.
TO CITY: Aaron Medina, Sergeant
City of Napa
P.O. Box 660
Napa, CA 94559-0660
[email protected]
TO CONSULTANT: Frank Harrison
VP, General Manager,
Conduent State & Local Solutions, Inc
12410 Milestone Center Drive, Ste. 500
Germantown, MD 20876
[email protected]
TERM. The term of this Agreement shall commence on the Effective Date, and end upon the fifth (5th) anniversary of the Effective Date, unless terminated earlier as provided herein. The following provisions will survive expiration or termination of this Agreement: Section 7 (Dispute Resolution), Section 8.1 (Confidentiality), Section 8.4 (Records of Performance), Section 12 (Indemnification), Section 15.3 (Taxes), and Section 17 (General Provisions).
TERMINATION.
6.1. City Termination for Cause. The City may terminate this Agreement for cause if Consultant materially breaches any obligations under this Agreement, or the City has reason to believe that Consultant’s ability to perform the Services under this Agreement has been or will be impaired for material matter under this Agreement upon 30 days’ written notice to Consultant and Consultant’s failure to cure or correct to the reasonable satisfaction of the City within said 30 day time period. The City may grant additional time to cure or correct within its sole discretion. The City shall pay Consultant for all Services performed to the reasonable satisfaction of the City up to and including the effective date of the termination, subject to the provisions of Sections 2 and 8.2.
6.2. City Termination Without Cause. The City may terminate this Agreement without cause by providing 30 days’ written notice of termination to Consultant effective upon the date stated in the notice. Upon receipt of the notice of termination, Consultant shall immediately take action not to incur any additional obligations, costs, or expenses except to the extent necessary to terminate Services under this Agreement. Upon termination, the City shall provide payment to Consultant for all Services performed to the satisfaction of the City up to and including the effective date of the termination, subject to Sections 2 and 8.2 of this Agreement, plus work in process and termination costs, which include wind-down expenses and unamortized costs to include construction and subcontractor costs, engineering, labor, and other direct costs not to exceed $62,000 per Intersection Approach (as defined in Exhibit “A”).
6.3. Consultant Termination for Cause. Consultant may terminate this Agreement for cause if the City materially breaches any obligations under this Agreement upon 30 days’ written notice to the City and the City’s failure to cure or correct such material breach within said 30 day time period.
6.4 No Waiver. No payment, partial payment, acceptance, or partial acceptance by the City shall operate as a waiver on the part of the City of any rights under this Agreement unless made pursuant to Section 17.7 of this Agreement.
6.5 Return of Confidential Information. Upon termination of this Agreement, each Party shall return to the other, all tangible Confidential Information. Notwithstanding this Section, the City shall retain Confidential Information and Confidential ATES Information as required under applicable laws.
DISPUTE RESOLUTION.
Dispute Resolution. If any dispute arises between the Parties in relation to this Agreement, the Authorized Representatives for each Party will meet, in person or via a remote meeting platform, as soon as practicable, to engage in a good faith effort to resolve the dispute informally. If the Parties are unable to resolve the dispute, in whole or in part, through informal discussions, the Parties agree to participate in mediation. Notwithstanding the existence of a dispute, Consultant will continue providing the Services during the course of any dispute, unless otherwise directed by the City.
Either Party may give written notice to the other Party of a request to submit a dispute to mediation, and a mediation session must take place within 60 days of the date that such notice is given, or sooner if reasonably practicable. The Parties will jointly appoint a mutually acceptable mediator. The Parties will share equally the costs of the mediator; however, each Party will pay its own costs of preparing for and participating in the mediation, including any legal costs.
Good faith participation in mediation pursuant to this Section is a condition precedent to either Party commencing litigation in relation to the dispute. In addition, any claims by Consultant arising from or related to this Agreement are subject to the claim presentment requirements in the Government Claims Act (Government Code section 900 et seq.).
INFORMATION AND RECORDS.
Confidentiality.
Consultant shall not disclose Confidential Information (as defined in Exhibit “A”) to any party other than an authorized City employee, unless and only to the extent that the City provides Consultant with prior written authorization to make such disclosure. Consultant will notify the City’s Authorized Representative of any request for disclosure of Confidential Information, or any actual or potential disclosure of Confidential Information.
Consultant shall maintain reasonable administrative, technical, and physical safeguards to ensure the security of Confidential Information and Confidential ATES Information.
Consultant may disclose Confidential Information and/or Confidential ATES Information to a third party only to the extent required by an order of a court of competent jurisdiction, provided that Consultant shall immediately notify the City of such order upon receipt and prior to disclosure, so that the City may, at its sole expense, take measures to prevent or limit the disclosure.
Consultant will immediately notify the City of any breach in its security systems and/or unauthorized disclosure of, or access to, Confidential Information and/or Confidential ATES Information.
Upon termination or expiration of this Agreement, Consultant shall comply with any request from the City to return and/or destroy copies of all Confidential Information and Confidential ATES Information.
The City is required to comply with the California Public Records Act (Government Code section 7920 et seq. “Public Records Act”). The City may disclose Consultant’s Confidential Information without the prior written consent of Consultant if required to do so pursuant to the Public Records Act. In the event the City receives a request for disclosure under the Public Records Act, the City shall timely notify Consultant so that Consultant may, at its sole expense, take measures to prevent or limit disclosure. Nothing in this Section shall be construed to prevent the City from complying with the Public Records Act, including applicable time limits. In the event the City receives a court order to disclose Consultant’s Confidential Information, the City shall timely notify Consultant prior to disclosure so that Consultant may, at its sole expense, take measures to prevent or limit disclosure. Consultant agrees to indemnity, defend with counsel selected by the City in its sole discretion, and hold harmless the City from any and all Liability (as defined in Section 12) arising out of any and all efforts to limit or prevent disclosure of Consultant’s Confidential Information.
Pursuant to Vehicle Code section 21455.5(f), notwithstanding Government Code section 6253, Confidential ATES Information (as defined in Exhibit “A”) shall be confidential and only made available to Authorized Officers (as defined in Exhibit “A”) for the purposes of operating the ATES system.
Title to Records, Intellectual Property and System Equipment. (a) All original documents or records (“work product”), whether paper or electronic, required by this Agreement to be prepared by Consultant (including its employees and subconsultants) solely for the City (and not including Consultant’s proprietary intellectual property), whether complete or in progress, are the property of the City. Consultant will promptly deliver all work product to the City at the completion of the Services, or upon termination or expiration of this Agreement, or upon demand by the City. (b) Consultant shall retain sole ownership of all Equipment (as defined in Exhibit “A”) installed by Consultant pursuant to this Agreement and of Consultant’s proprietary intellectual property in connection with the System.
Contract Cost Disclosure. For any document or report prepared in whole or in part by Consultant pursuant to this Agreement, Consultant will include the numbers and dollar amounts of related contracts or subcontracts as further specified by Government Code section 7550.
Records of Performance. Consultant will maintain adequate records of performance under this Agreement (including Services provided, invoices for payment, and payments received) and make these records available to the City for inspection, audit, and copying, during the term of this Agreement and until four (4) years after the Agreement has expired or been terminated.
Electronic Communications. Consultant will use reasonably good faith efforts to avoid transmitting electronic viruses or other damaging coding, and will promptly advise the City if Consultant discovers that an electronic virus or similar destructive coding may have been transmitted to the City.
Copyrights/Patents. In performing the Services under this Agreement, Consultant will not unlawfully infringe on any copyrighted or patented work. Consultant is solely responsible for the cost of any authorizations necessary to use any copyrighted or patented work.
LICENSE. Consultant grants to the City a license to install, operate, and utilize Consultant’s proprietary intellectual property related to the System. The license granted herein shall be non-exclusive, non-transferrable, and shall terminate automatically upon the termination or expiration of this Agreement. The City acknowledges that it does not own, or acquire any additional rights, in Consultant’s proprietary intellectual property.
OWNERSHIP OF EQUIPMENT. Consultant shall be the sole owner of all tangible Equipment provided by the Consultant for the installation, operation and maintenance of the System including, but not limited to, cameras, poles, flash strobes, sensor arrays, wiring and any other necessary appurtenances to support the System.
ACCIDENT REPORT. If any death, personal injury, or property damage occurs in connection with the performance of the Services, Consultant will promptly submit to the City Clerk’s Office a written notice of the incident of damage with the following information:
A description of the damage including date, time, and location, and whether any City property was involved; Name and contact information of any witness;
Name and address of the injured or deceased person(s); and Name and address of Consultant’s insurance company.
INDEMNIFICATION AND LIMITATION OF LIABILITY.
To the full extent permitted by law, Consultant will indemnify, hold harmless, release, and defend the City with counsel selected by the City in its sole discretion (including its officers, elected or appointed officials, employees, volunteers, and agents) from and against any and all liability or claims (including actions, demands, damages, injuries, settlements, losses, or costs [including legal costs and attorney's fees]) (collectively, “Liability”) of any nature, arising out of, pertaining to, or relating to Consultant’s willful misconduct or negligence under this Agreement. Consistent with Civil Code section 2782, Consultant will not be obligated to indemnify City for the proportionate share of the Liability caused by the City’s active negligence, sole negligence, or willful misconduct. Consultant’s indemnification obligations under this agreement that are not limited by any limitations of any insurance held by Consultant, including, but not limited to, workers’ compensation insurance.
Neither Party shall be liable for indirect, consequential, exemplary or punitive damages, regardless of the form of action, whether in contract, tort or otherwise, and even if it has been advised of the possibility of such damages.
Notwithstanding any other term, Consultant’s aggregate liability for any and all claims brought under this Agreement, including indemnity, shall not exceed $2,400,000.
INSURANCE. Without limiting Consultant’s indemnification obligations in Section 12, Consultant will procure and maintain throughout the period of this Agreement the following policies of insurance and endorsements from insurers (if other than the State Compensation Fund) with a current A.M. Best rating of no less than A:VII or its equivalent against injury/death to persons or damage to property which may arise from or in connection with the activities hereunder of Consultant, its agents, employees or subcontractors.
General Liability Policy. Commercial General Liability Insurance (CGL) at least as broad as CG 00 01, covering premises and operations and including, but not limited to, product and completed operations, personal and advertising injury and contractual liability coverage with a minimum per occurrence limit of $2,000,000 covering bodily injury and property damage; General Aggregate limit of $4,000,000; Products and Completed Operations Aggregate limit of $2,000,000 and Personal & Advertising Injury limit of $4,000,000, written on an occurrence form. If the Services involve explosive, underground or collapse risks, XCU will be included. If a general aggregate limit is used, either the general aggregate limit will apply separately to this Agreement or the general aggregate will be twice the required occurrence limit.
Automobile Liability Policy. Automobile liability insurance with coverage at least as broad as ISO Form numbers CA 0001 06 92, Code 1 (any auto),covering use of all owned, non-owned, and hired automobiles and all vehicles used in the performance of this Agreement with minimum coverage of not less than $1,000,000 per accident, combined single limit for bodily injury and property damage liability.
Workers’ Compensation. Workers’ Compensation insurance meeting statutory limits of the Labor Code, and; Employer’s Liability insurance on an “occurrence” basis with a limit of not less than $1,000,000. The Workers’ Compensation policy will contain or be endorsed to contain a waiver of subrogation against the City, its officials, officers, agents, and employees.
Endorsements. The CGL and automobile liability policies will contain or be endorsed with the following provisions:
The City, its officers, elected or appointed officials, employees, volunteers, and agents, are covered as additional insureds for liability arising out of the operations performed by or on behalf of Consultant. The coverage will contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, volunteers, and agents.
Consultant’s insurance is primary and non-contributory with respect to all obligations assumed by Consultant pursuant to this Agreement or any other services provided. Any insurance carried by City shall not contribute to, or be excess of insurance maintained by Consultant, nor in any way provide benefit to Consultant, its affiliates, officers, directors, employees, subsidiaries, parent company, if any, or agents.
The inclusion of more than one insured will not operate to impair or limit the rights of one insured against another, and the coverage will apply as though separate policies have been issued to each insured.
All Policies.
For all insurance policies required under this Agreement, prior to City’s execution of this Agreement, Consultant will furnish the City with certificates and original endorsements effecting the required coverage. Each certificate of insurance will state that the coverage afforded by the policy or policies will not be reduced, cancelled, or allowed to expire without at least 30 days written notice to City, unless due to non-payment of premiums, in which case at least 10 days written notice is required. Notice required under this subsection will be sent by certified mail. Each required policy will include an endorsement providing that the insurer agrees to waive any right of subrogation it may have against the City. The endorsements will be on forms provided by City or as approved by City’s Risk Manager.
Any deductible or self-insured retention of $100,000 or more will be disclosed to the City prior to City’s execution of this Agreement and is subject to approval by the City.
If Consultant does not keep all required insurance policies in full force and effect, the City may, in addition to other remedies under this Agreement, terminate or suspend this Agreement.
The coverage types and limits required pursuant to this Agreement shall in no way limit the liability of Consultant.
CONFLICTS OF INTEREST. Consultant warrants that as of the Effective Date of this Agreement it has no interest and will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the Services. Consultant further warrants that in the performance of the Services, Consultant will not employ or enter into a subcontract with any person or entity having any such conflict of interest.
Financial Interest. Consultant will not make or participate in making or in any way attempt to use Consultant’s position to influence a City decision in which Consultant knows, or has reason to know, Consultant has a financial interest other than the compensation promised by this Agreement. Consultant represents that it has diligently conducted a search and inventory of its financial interests, as defined in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant’s knowledge, have a financial interest that would conflict with Consultant’s duties under this Agreement. Consultant will immediately notify the City in writing if Consultant learns of a financial interest that may conflict with Consultant’s obligations under this Agreement.
Covenant Against Contingent Fees. Consultant warrants that it has not employed, retained, or entered into a contract with any person or entity, other than a bona fide employee working for Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any person or entity, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the making of this Agreement. For breach or violation of this warranty, the City may void this Agreement without liability or any further obligation to Consultant, or, alternatively, may elect to deduct from payments due or to become due to Consultant, the full amount of such fee, commission, percentage, brokerage fee, gift, or other consideration.
Statement of Economic Interest. If the City determines Consultant (or any of its employees or subconsultants) is subject to disclosure requirements under the Political Reform Act (Government Code section 87100 et seq.), Consultant (including any required employees or subconsultants) will complete and file a “Statement of Economic Interest” (Form 700) with the City Clerk’s Office disclosing Consultant’s financial interests.
COMPLIANCE WITH LAW.
Legal and Licensing Compliance. Consultant will comply with all applicable Federal, State and local laws, rules, and regulations related to the Services under this Agreement. including Civil Code, Division 3, Part 4, Title 1.81.23 “Collection of License Plate Information” (§§ 1798.90.5-1798.90.55) and Vehicle Code section 21455.5. Consultant represents and warrants to the City that Consultant has and will keep in effect during the term of this Agreement all licenses (including, but not limited to, the City of Napa business license), permits, qualifications, and approvals of whatsoever nature which are legally required for Consultant to practice Consultant's profession or perform the Services.
Nondiscrimination. At all times during the term of this Agreement, Consultant will comply with all applicable Federal, State, and local laws, rules, and regulations prohibiting discrimination based on race, ethnicity, color, national origin, religion, marital status, age, sex, sexual orientation, gender identity, disability (including any physical or mental impairment that substantially limits a major life activity), medical condition, or any protected class.
Taxes. Consultant will file tax returns as required by law and pay all applicable taxes on amounts paid pursuant to this Agreement. Consultant will be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, State and Federal income and FICA taxes.
Provisions Deemed Inserted. Every provision of law required to be inserted or referenced in this Agreement will be deemed to be inserted or referenced.
Compliance with City Police Department Policies. Consultant shall comply with all applicable requirements set forth in the City Police Department ALPR Policy and ATES Policy, as may be adopted and/or amended from time to time.
PREVAILING WAGES.
The City hereby determines that the SOW or a portion thereof to be performed by Consultant are “public works,” as defined by “Prevailing Wage Laws” (as set forth in the California Labor Code, including section 1720 et seq.), and this Agreement is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, and all related regulations, including requirements pertaining to wages, working hours, and workers’ compensation insurance, and the following provisions. Subcontractors performing “public works” under this Agreement are subject to all of the requirements of this Section.
Prevailing Wages. Consultant must comply with the prevailing wage requirements applicable in Napa County for each craft, classification, or type of worker needed to perform the Services, including employer payments for health and welfare, pension, vacation, and apprenticeship. The prevailing wage rates are on file with the City Engineer’s office and are also available online at http://www.dir.ca.gov/DLSR. Pursuant to Labor Code section 1775. Consultant will forfeit to City as a penalty up to $200 for each calendar day, or portion of a day, for each worker paid less than the applicable prevailing wage rate, in addition to paying each such worker the difference between the applicable prevailing wage rate and the amount actual paid to the worker.
Working Hours. Pursuant to Labor Code section 1810, eight (8) hours of labor constitutes a legal day’s work. Pursuant to Labor Code section 1813, Consultant will forfeit to City as a penalty, the sum of $25 for each day during which a worker employed by Consultant is required or permitted to work more than eight (8) hours during any one calendar day, or more than forty (40) hours per calendar week, unless such worker is paid overtime wages pursuant to Labor Code section 1815. All Services must be performed during City’s regular business days and hours, except as otherwise specified in this Agreement or subject to City’s prior written authorization Payroll Records. Consultant must maintain certified payroll records in compliance with Labor Code sections 1776 and 1812, and any implementing regulations promulgated by the Department of Industrial Relations (“DIR”). For each payroll record, Consultant must certify under penalty of perjury that the information in the payroll is true and correct and complies with the requirements of Labor Code sections 1771, 1861, and 1815. Consultant must electronically submit certified payroll records as required by Labor Code section 1771.4(a).
Apprentices. If the total compensation payable under this Agreement is $30,000 or more, Consultant must comply with the apprenticeship requirements in Labor Code section 1777.5.
Compliance. The Agreement is subject to compliance monitoring and enforcement by the DIR. Pursuant to Labor Code section 1725.5, Consultant must be registered with the DIR to perform public works projects, subject to any applicable exceptions, if any. Consultant must post all job site notices required by laws or regulations pursuant to Labor Code section 1771.4. Pursuant to Labor Code section 1861, by executing this Agreement, Consultant certifies as follows: “I am aware of the provisions of Labor Code 3700 which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing performance of the work on this contract.” GENERAL PROVISIONS.
Headings. The heading titles for each section of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement.
Severability. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement will be construed as not containing that term, and the remainder of this Agreement will remain in full force and effect; provided, however, this Section will not be applied to the extent that it would result in a frustration of the Parties’ intent under this Agreement.
Governing Law, Jurisdiction, and Venue. The interpretation, validity, and enforcement of this Agreement will be governed and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement will be filed and heard in a court of competent jurisdiction in the County of Napa.
Attorneys’ Fees. If any litigation is commenced to enforce or interpret this Agreement, the prevailing Party is entitled to reasonable attorneys’ fees, costs, and expenses incurred.
Assignment and Delegation. This Agreement will not be assigned or transferred in whole or in part, nor will any of Consultant’s duties be delegated without the City’s prior written consent. Any attempt to assign, transfer, or delegate this Agreement, in whole or any part, without the City’s prior written consent will be void and of no force or effect. Any consent by the City to one assignment, transfer, or delegation will not be deemed to be consent to any subsequent assignment, transfer, or delegation.
Modifications. This Agreement may not be amended or modified orally. No amendment or modification of this Agreement is binding unless it is in a writing signed by both Parties.
Waivers. No waiver of a breach, default, or duty under this Agreement will be effective unless it is in writing and signed by the Party waiving the breach, default, or duty. Waiver of a breach, default, or duty under this Agreement will not constitute a continuing waiver or a waiver of any subsequent breach, default, or duty under this Agreement.
Entire Agreement. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the Parties concerning the Services. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all. If any provision in any document attached or incorporated into this Agreement conflicts or is inconsistent with a provision in the body of this Agreement, the provisions in the body of this Agreement will control over any such conflicting or inconsistent provisions.
Interpretation. Each Party to this Agreement has had an opportunity to review the Agreement, and to consult with its respective legal counsel regarding the meaning of the Agreement. Accordingly, Civil Code section 1654 will not apply to interpret any uncertainty in the meaning of the Agreement.
Force Majeure. Neither Party shall be responsible for delays or failures in performance under this Agreement as a result of force majeure events, including, but not limited to Acts of God, fire, flood, earthquake, hurricane, tornado, weather, and similar events of nature, war, terrorism, civil disturbance, labor disruptions or strikes, Federal, State or local emergency health orders, embargoes, loss of power supply, unusual physical or electrical stress, limitations or problems inherent in the use of Internet and/or electronic communications, acts of other governmental organizations, or causes beyond the reasonable control of a Party (“Force Majeure Event”). The Party claiming an impact from a Force Majeure Event shall promptly notify the other Party of the circumstances affecting performance and the actual and anticipated effects of the Force Majeure Event on that Party’s performance. The Party claiming an impact from a Force Majeure Event shall take reasonable steps to remedy the problem affecting performance and Consultant shall continue to perform the Services to the extent reasonably possible. If the impact of a Force Majeure Event continues to cause delays or failures in performance by a Party for more than sixty (60) consecutive calendar days, the other Party shall be entitled to immediately terminate this Agreement without liability to the other Party. [Signature page follows.]
SIGNATURES.
Counterparts. This Agreement may be executed in counterparts, each one of which is deemed an original, but all of which together constitute a single instrument.
Signatures; Electronic Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of Consultant and the City. The Parties agree that this Agreement may be executed and transmitted electronically and that electronic signatures shall have the same force and effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq.; the California Uniform Electronic Transactions Act, Civil Code section 1633.1 et seq. and Government Code section 16.5.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be effective on the Effective Date set forth below.
CITY: CONSULTANT:
CITY OF NAPA, a California Charter City CONDUENT STATE & LOCAL SOLUTIONS, INC., a New York corporation By: By:
Jennifer Gonzalez, Police Chief Frank Harrison
VP, General Manager
By:
Raj Venkaty
CFO, Transportation
Date:
(“Effective Date”)
COUNTERSIGNED:
Joy Riesenberg, City Auditor
APPROVED AS TO FORM:
Michael W. Barrett, City Attorney
EXHIBIT “A”
SCOPE OF WORK
Consultant shall perform the work detailed in this Exhibit “A”, “Scope of Work” in accordance with the terms of this Agreement.
A. Definitions. The terms of this Scope of Work and the Agreement are defined as follows:
"ALPR” means the Automated License Plate Reader system consisting of Consultant’s proprietary Automated License Plate Reader and Conduent’s LPR Manager. "ATES” means the Automated Traffic Enforcement System consisting of Consultant’s proprietary Drive Safe Red Light Camera System and all of the other Equipment, applications, back office processes and digital red light traffic enforcement cameras, sensors, components, products, hardware, software and other tangible and intangible property relating thereto. “Authorized Officer” means a City of Napa Police Officer as designated by the City’s Authorized Representative who is authorized to review potential Violations and issue Citations. “Citation” means a notice to appear in Court for Violations recorded by the ATES to the registered owner of the vehicle as approved by the City to be mailed by Consultant to the registered owner of the vehicle. “Confidential ATES Information” means data gathered by the ATES system as set forth in Vehicle Code section 21455.5(f) and includes: photographic images stored by the ATES system and confidential information obtained from the Department of Motor Vehicles in the operation of the ATES system. “Confidential Information” means any information that is discussed by either Party to the other Party verbally, electronically, visually, or in written or other tangible form that is either identified, or should be reasonably understood, to be confidential or proprietary including, but not limited to: trade secrets, computer programs, software, documentation, formulas, data, techniques, forecasts, City lists, employee information, and/or financial information. “Court” means the Napa County Superior Court, Traffic Division. “Equipment” means any and all cameras, camera systems, camera housings, poles, related wiring, sensors, software, and other tangible and intangible property necessary for a fully functioning System. “Installation Date” means for each Intersection Approach, the date Consultant completes the construction and installation of the System at that Intersection Approach pursuant to the terms of this Agreement and the ATES at that Intersection Approach is fully operational and capable of detecting and recording Violations. “Intersection Approaches” means those intersections listed in Exhibit “C” attached hereto and incorporated herein by reference designated for the installation, operation and maintenance of the System, as may be amended in accordance with the terms of this Agreement. “System” means collectively the ALPR, ATES and Equipment. “Violation” means a violation of Vehicle Code Section 21453 recorded by the ATES. “Violation Data” means the images, video, and other Violations information gathered by the ATES at an Intersection Approach. “Warning Period” means the period of thirty (30) days after the Installation Date of each Intersection Approach within which only warnings are issued for Violations in accordance with Vehicle Code section 21455.5(b).
B. General Scope of Work. Consultant shall provide all Equipment, hardware, software, personnel, labor, materials, and services necessary for the design, installation, operation, maintenance, and enforcement of the System pursuant to the terms of this Agreement, including the following:
Consultant shall design, install, own, engineer, and furnish all Equipment necessary for the System at the Intersection Approaches, and provide supporting software and staffing necessary for the installation, implementation, operation, maintenance and enforcement of the System.
The City reserves the right, in its sole discretion with adequate reasonable prior notice to Consultant, to request the installation of Equipment at additional Intersection Approaches at locations mutually agreed to by the Parties, and Consultant shall thereafter install the additional Equipment within a reasonable time.
Consultant shall maintain and operate the System during the term of the Agreement and any extensions thereto.
Consultant shall install, operate, and maintain the System in accordance with all applicable laws, including Vehicle Code section 21455.5.
Consultant shall timely coordinate the System installation details and schedules with the City to ensure adherence to the Schedule of Performance in Exhibit “D” of the Agreement, attached hereto and incorporated herein by reference.
Consultant shall support the System with engineering, administration, maintenance, repair, and operational documentation as specified herein.
C. System Specifications.
The System shall:
a. Accurately and clearly monitor multiple lanes of traffic for Violations occurring concurrently, and shall separately identify concurrent Violations. b. Record event-specific evidence to substantiate multiple, simultaneous and/or concurrent Violations occurring during any red signal phase. c. Count the number of Violations per Intersection Approach per day. d. Record digital scene images showing the vehicle's approach to and travel in the Intersection Approach, and showing clear, unobstructed views along the length of the Intersection Approach stop bar to provide visual records of vehicle movement before and across the Intersection Approach stop bar with time into red phase recorded and displayed. e. Have digital camera equipment that provides high quality, digital images with superior resolution allowing the easy identification of the driver and vehicle license plates. The digital camera equipment shall be capable of photographing both the front and rear of vehicles. The digital camera equipment must be capable of consistently and clearly photographing and recording the identification of the driver of the vehicle that is reasonably believed to be committing a Violation. They must also obtain a clear image of the rear of vehicles so as to clearly identify the license plate, including dealer issued paper license plates. Images shall be clearly discernible and visible to the naked eye and without the use of enhancement equipment to view the photograph of the vehicle. The digital camera equipment must be capable of consistently obtaining photographs of both reflective and non-reflective license plates, regardless of glare. The digital camera equipment shall also capture plate reads of all passing cars, as legislatively allowed for law enforcement purposes, and manage and transfer data back to the City. f. Have the ability to operate effectively during nighttime operation and in all weather conditions, including extreme heat and cold, and fog and rain. g. Communicate error messages.
h. Record data pertinent to each Violation that is embedded onto, and associated with, recorded Violation images, including the following information for each Violation:
i. Unique Violation identifier
ii. Location identifier (text) and preferably GPS co-ordinates iii. Date (MM/DD/YYYY) or (DD/MM/YYYY)
iv. Time (12 or 24-hour clock)
v. Direction of travel
vi. Traffic signal phase
vii. Time into the “red” phase
viii. Duration of the prior “amber” phase
i. Accurately detect Violations 24 hours per day.
j. Provide the minimum flashes required for proper illumination to produce acceptable image quality. k. Monitor status of the traffic signal via 120 VAC field terminals or via video. l. Use less than 8 amps of power.
m. From point of data capture, all camera photos and accompanying video sequences must be capable of secure storage and transmission, and capable of maintaining a secure chain of custody of evidence, including data and images collected. n. Provide the City with the ability to obtain in-state and out-of-state vehicle registration directly from the Department of Motor Vehicle departments or by using National Law Enforcement Telecommunications System (NLETS) or both. Consultant must be approved by NLETS as a Strategic Partner and must have passed the most recent NLETS audit. Consultant must have authorized access to a LexisNexis®, Accurint® or similar system acceptable to the City. o. Read license plate information with a minimum read accuracy of 98% for plates from all fifty (50) States and the District of Columbia. p. Allow City officials to key in plate numbers from “hot lists” (lists of vehicles of interest to law enforcement agencies) to identify vehicles of interest including stolen vehicles, wanted vehicles, and other lists provided by the California Department of Motor Vehicles, the City’s Police Department and/or the City’s Parking Department. q. Allow authorized City personnel to add license plates to a “hot list” in real time. r. Alert the Napa Police Department Central Dispatch and/or patrol officers of “hot list” hits in real time. s. Allow City staff to export reads to other systems (such as the Northern California Regional Information Center) via Consultant provided API. t. Utilize high resolution, high speed, color digital camera equipment and shall be compatible with the “LED” traffic signals, in order to accurately capture the phasing of the signal lights. u. Utilize a three camera system, which contains three cameras in one housing. v. Include a secondary high definition video camera that captures a short video clip of each Violation. The video camera shall provide live viewing of the Intersection Approaches over a secure internet connection at any time by the City without interfering with the System and shall store the data pursuant to the requirements of this Agreement. Data shall be available for recall and review by the City at actual speed or on a frame by frame basis.
Consultant shall at all times ensure that malfunction of the System does not interfere or cause a malfunction in the normal cycling and operation of the existing traffic control system in place at the Intersection Approaches.
For each Intersection Approach, Consultant shall provide the warning signs required by the Vehicle Code for installation by the City.
Consultant shall cause a qualified licensed contractor to install the System equipment at each Intersection Approach in accordance with plans approved by the City in writing, the requirements of this Agreement, and all applicable local, State and Federal laws, regulations, ordinances, licenses, permits, and guidelines.
Consultant shall use isolation relays or equivalent to protect traffic signal equipment from noise, transient voltage, and any related remote interconnect or interference problems in accordance with the NEMA standards and must demonstrate that the System cannot record an erroneous Violation (e.g. when the traffic signal is not in the red phase).
The System shall include a convenient means of disconnection from the traffic signal system. The City has the right to disconnect the System from the traffic signal in the City’s sole discretion when, in the opinion of City, it is in City’s best interest to do so for purposes including, but not limited to, maintenance, repair, troubleshooting, or other reason related to the proper operation of the traffic signal system. The City will notify Consultant when the System is disconnected by the City.
The System shall provide remote diagnostics to identify any System failures and electronically notify Consultant of such failure(s). Consultant shall promptly notify the City of any such failure(s). Consultant shall maintain maintenance logs and provide methods for calibration, including self-calibration of the System Equipment.
D. Data Retention.
ALPR Data. Consultant shall store data gathered by the ALPR system for a period of thirty (30) days after its collection, at which time said data shall be purged, consistent with the requirements of Government Code sections 34090.6-34090.7. Within such thirty (30) – day period, City may view, save and or download to the City’s servers the ALPR data from the ALPR system. In the event legal requirements regarding the retention of ALPR data are modified by State law, Consultant shall comply with said State law requirements, as may be amended from time to time.
ATES Data. Pursuant to Vehicle Code section 21455.5(f), except for court records as defined in Government Code section 68152, Consultant shall store Confidential ATES Information for a period of up to six (6) months from the date the data was first obtained, or until the final disposition of a Citation, whichever date is later, after which time said data shall be destroyed in a manner that will preserve the confidentiality of any person included in the data.
Consultant shall store ALPR Data and/or ATES Data (including Confidential ATES Information) beyond the time limits indicated in this Section if so requested by the City’s Authorized Representative if said data has become, or is reasonably believed to become, evidence in a police investigation or is the subject of a discovery request or other legal action where it is necessary to produce such data.
E. Installation. Consultant shall install all Equipment necessary for the System at each Intersection Approach pursuant to the terms of this Agreement and the requirements set forth below:
Consultant shall install all Equipment necessary for the proper operation, maintenance and enforcement of the System at the Intersection Approaches. This shall include electrical connection to commercial and emergency power supplies (where specified), physical installation, connection to existing termination blocks, and connection to telephone lines. Consultant shall provide and install all required hardware for the System including all computer interfaces, software, digital cameras, flash strobes, sensor arrays, wiring, and any other necessary appurtenances to support a fully functional System. Consultant shall install all Equipment in accordance with professional standards of care.
Prior to commencement of installation of the Equipment, Consultant shall review the Intersection Approaches selected by the City to determine the technical feasibility to deploy the System and install and construct Equipment at each Intersection Approach. If the City, after consultation with Consultant, determines that it is technically infeasible to install the Equipment at an Intersection Approach, the Parties shall mutually agree in writing on an alternative Intersection Approach based on the criteria selected by the City.
Consultant shall identify detection technology (radar, LiDAR, etc.), prior to installation and construction of Equipment. When installation occurs in the public right-of-way, it must be located directly by the City Public Works Department and/or Caltrans.
Detection technology must be installed above ground and may not be installed using underground facilities. Notwithstanding this Section, necessary improvements such as electrical conduit or other items necessary for the functioning of the System, may be installed underground subject to the written approval of the City.
Consultant shall install the Equipment in accordance with the Schedule of Performance, as set forth more specifically in Exhibit “D” attached hereto and incorporated herein.
Prior to installation and construction of the Equipment, Consultant shall submit written plans to the City’s Public Works Director for the City’s written approval that includes details of the installation and construction of Equipment at the Intersection Approaches, which plans shall include, but are not limited to: Equipment details; product data; foundation design and anchorage calculations and plans; underground utility plans; specifications for pavement loops; electrical connections and traffic controller connections, and all other information as may be requested by the Public Works Director. All calculations will be prepared and signed by a professional engineer registered in the State of California.
Prior to the installation of the Equipment, Consultant shall obtain all necessary permits for the installation of the Equipment, and adhere to all applicable City and State rules and regulations, signage, including compliance with all building code and fire code requirements.
Consultant shall coordinate and work with utility agencies (including, but not limited to, Pacific Gas and Electric and Comcast) as necessary for installation and construction of the Equipment.
Consultant shall complete installation of the Equipment at Intersection Approaches located in a City right-of-way as follows:
a. Consultant shall obtain all necessary encroachment permits prior to construction and installation from the City, which shall not be unreasonably withheld. b. An application for a City of Napa encroachment permit may include, but is not limited to, plans for proposed work, traffic control plans, evidence of a City of Napa business license, evidence of accepted insurance, and evidence of required public outreach and a deposit for Construction inspection by City staff. d. The encroachment permit shall remain open for the duration of this Agreement. Upon termination of the Agreement, the encroachment permit will automatically terminate. d. All work performed by Consultant on City right-of-way will be performed in accordance with the terms of the encroachment permit.
Consultant shall complete the installation of the Equipment at Intersection Approaches located in a California Department of Transportation (Caltrans) right-of-way as follows:
a. Prior to installation of the Equipment, Consultant shall obtain an encroachment permit and any other required approvals from Caltrans at Consultant’s sole cost. b. If after using best efforts, Caltrans denies an encroachment permit and/or other necessary approvals to install the Equipment at an Intersection Approach over which Caltrans has jurisdiction, the City and Consultant shall mutually agree in writing on an alternative location for the affected Intersection Approach based on the criteria selected by the City. c. If an alternative location for an Intersection Approach is required, Consultant and the City shall use best efforts to mutually agree on an acceptable alternative location. Criteria for evaluating an alternative location include, but are not limited to: feasibility of installation and construction of Equipment at the site; need for traffic Violation enforcement; and proximity to other Intersection Approaches. If the Parties cannot agree on an alternative location, then the City reserves the right to select a location in its discretion.
Consultant shall repair all damages resulting from the installation and construction of Equipment, and any other activities under this Agreement, including, but not limited to damages to City equipment and fixtures such as traffic signal equipment, damages to asphalt and concrete, and any other damages to property, equipment, or improvements, to the City standards in effect at the time of said damage and as approved by the City.
F. Services.
Consultant shall assign a Project Manager to work with the City’s Authorized Representative to do the following:
a. Coordinate between Consultant’s staff and the City’s staff, act as Consultant’s point of contact for the City regarding System matters, and promptly respond to inquiries from the City’s Authorized Representative. b. Coordinate the deployment of Consultant’s resources and work with the City’s Authorized Representative to plan all System activities and tasks. c. Meet on-site with the City’s Authorized Representative as frequently as deemed necessary by the City, at no additional cost to the City, to report on the System’s status, and resolve outstanding issues. d. Attend and facilitate monthly meetings with City staff and other meetings as requested by the City. e. Prepare reports pursuant to Section 10 of this Scope of Work. f. Ensure tasks identified in the Schedule of Performance are performed in accordance with the Schedule of Performance. g. Ensure the City’s Authorized Representative or designee receives necessary System information through regular and called meetings, written documentation, and formal and informal communications. h. Ensure only competent, qualified experts from Consultant and subconsultant’s are utilized. i. Respond in writing to any written request from the City within five (5) business days from the date of the request.
Consultant shall assist the City with implementation and operation of the System including coordination with Napa Superior Court, and various City Departments as requested by the City. Specific tasks include:
a. Attend kick-off and monthly progress meetings with personnel from the City Public Works Department, City Police Department, and the Napa Superior Court. b. Prepare meeting agendas, meeting minutes, including action items. c. Work with the Court Administrator for the Court and/or the Court IT group to determine an effective way to submit information for approved Citations into the Court’s system. d. Develop a Court packet for review and approval by the City’s Authorized Representative that will be provided by Consultant for each Citation challenged in court for use by City personnel. The Court packet shall include all information required for the successful prosecution of a Violation contested in Court, and all other information requested by the City’s Authorized Representative.
Provide training to City personnel and Court staff involved in the implementation of the System including:
a. Provide in-person training to all City and Court personnel in a classroom setting at City facilities or as otherwise directed by the City, unless restricted by Federal, State, or local emergency requirements, in which case remote training shall be given. b. Provide periodic training to City Police Department personnel as requested by the City. Training shall be in-person at a location selected by the City, unless restricted by Federal, State, or local emergency requirements, in which case remote training shall be given. c. Provide all materials and specify requirements for said training delivery and training program assets to be provided. d. The training shall include, but not be limited to, the following:
i. Camera equipment orientation
ii. Academic and in-field training
iii. Familiarization with the software program used for Citation processing. iv. Strategies for presenting ATES Citations in court
v. Review of the documentation required in court
At the City’s request, Consultant shall provide a representative(s) to attend and speak at public hearings on the System G. Violation Processing, Citations, and Support.
Violation processing.
Consultant shall obtain and maintain access to the California Department of Motor Vehicles computer system to provide the required registered owner information and driver’s license information.
Consultant shall process Violation Data gathered from each Intersection Approach into a format capable of review by Authorized Officers.
Consultant shall provide software or a secure online web portal to allow Authorized Officers to review Violation Data to determine if a Citation will be issued.
Consultant shall provide access to Authorized Officers of Violation Data within six (6) days of gathering said Violation Data from the applicable Intersection Approach.
Consultant shall cause all suspected Violation images to be reviewed by no fewer than two individuals employed by Consultant prior to transmitting such images to an Authorized Officer to ensure that no misread registration plates will result in faulty Citations.
The decision to issue a Citation shall be made solely by an Authorized Officer. Consultant shall not issue a Citation unless an Authorized Officer has approved the issuance of the Citation in the ATES.
Citations.
Consultant shall ensure that all Citations comply with all California Judicial Council and City of Napa Police Department specifications, including a unique numbering sequence to enable Court personnel to distinguish them in the Court database.
Consultant shall provide an instruction sheet that will accompany each issued Citation, which shall include basic Court procedures, payment process, and photographic/video viewing information.
The software shall allow the City to authorize Citations by electronic signatures.
Consultant shall provide and maintain secure online viewing capability for the examination, retrieval, and/or reproduction of Citations and images for any photographed vehicle, as requested or authorized by the City.
Consultant shall provide initial and subsequent mailing of duly authorized Citations to registered vehicle owners within the fifteen (15) days required by Vehicle Code section 40518(a), and generate a certificate of mailing for each mailed Citation.
Consultant shall bear the costs for the printing and mailing of Citations, as well as other associated costs and expenses required to manage a professional processing center.
Consultant shall be responsible for processing all images and recording of all data related to individual Citations.
All images that result in the issuing of a Citation shall clearly show the following:
i. A motor vehicle committing a suspected Violation
ii. A driver’s face clearly enough to permit positive identification iii. An unobstructed rear license plate
iv. The color of the traffic signal
v. A physical location where the suspected Violation occurred All images shall include a data line with the following information imprinted upon the image, but not obstructing the Violation images:
i. Day, month, and year of the suspected Violation
ii. Time of the suspected Violation (hours: minutes: seconds) iii. Traffic signal phase
iv. Direction of the vehicle photographed
v. Location code
vi. Elapsed time from beginning of the red indication
vii. Duration of the preceding yellow indication
viii. Posted Speed Limit
ix. Speed of the violator
x. The data line on a second image shall include the elapsed time from the first image j. Vehicle registration information shall match the make and model of the vehicle in the photograph.
Consultant Responsibilities Related to Court Activities.
Consultant shall provide, at its own expense, an expert witness(s) to provide testimony and documentation for all legal proceedings regarding the System including but not limited to, technical operations, maintenance, and repair records, for contested Citations.
Consultant shall provide, at its own expense, a percipient witness(s) and/or expert witness(s) for all legal proceedings to provide the authentication and/or foundation for the admission of evidence, regarding the System.
Consultant shall provide Court staff and judicial officers software or a secure online web portal for viewing of evidence of issued Citations in Court.
Consultant must operate, maintain, and run its own processing and mailing center for Citations to protect the chain of evidence consistent with all legal requirements.
H. Customer Service Requirements.
Consultant shall provide a secure Internet site for customer support to address public concerns and to allow viewing of Violation photographs by the person named in the Citation, the admitted driver, or the responsible party in the case of a business or a government-owned vehicle. The secure Internet site shall provide the images and video clip of the Violation for viewing by the violator (for both MAC & PC users). The secure Internet site shall be available 24 hours a day, 7 days a week, excepting reasonable downtime for scheduled maintenance. The secure Internet site shall also include information regarding how to schedule an appointment to view applicable evidence at the Napa Police Station. The Police Department staff shall be responsible for scheduling viewings.
Consultant shall provide a toll free telephone number for the public, staffed during normal business hours (9 AM to 5 PM, PST, Monday through Friday) with minimal wait time, to answer questions concerning either the System or a specific complaint. Consultant shall have at least one bilingual (English/Spanish) employee on staff to respond to inquiries by telephone. Consultant shall provide trained staff with experience customer service to handle calls from the public.
Consultant shall also provide additional bilingual services as required by City for customer service purposes.
I. Public Awareness and Community Outreach.
Consultant shall design, with assistance from the City, a public awareness/community education campaign on the System to be implemented by the City of Napa Police Department, including press releases, brochures, public service announcements, and assistance with website content.
Prior to issuing Citations for any Intersection Approach, Consultant shall implement a thirty (30) day courtesy Warning Period for such Intersection Approach. During the Warning Period Consultant will send a letter, subject to the prior written approval of City’s Police Department, to violators notifying them of their offense.
Consultant shall provide advanced warning signs for all Intersection Approaches in compliance with the Manual on Uniform Traffic Control Devices and the Vehicle Code.
Consultant shall not release any press or media release, social media post, report, or similar information pertaining to this Agreement or any part thereof without prior written approval of the City’s Authorized Representative.
J. Reporting.
Consultant shall provide a monthly report to the City’s Authorized Representative by the 10th day of each month during the term of this Agreement (“Monthly Report”), which shall include the following minimum information for each Intersection Approach:
Total number of Violations captured
Total number and percentage of rejected images by reason Total Citations paid
Total revenue collected
Hours of use per camera by Intersection Approach and Violations recorded by each camera Total vehicle count for each Intersection Approach
Downtime of each camera (if any) and maintenance activity per Intersection Approach Outstanding issues that may impact schedule and/or budget, and status of budget After twelve (12) months of operation of the System, and every twelve (12) months thereafter Consultant shall provide a report to the City’s Authorized Representative (“Annual Report”), which shall include the following minimum information for the preceding year as required by Vehicle Code section 21455.5(i):
The indices of Violations for the Intersection Approaches for the purpose of evaluating the effectiveness of the System at each intersections.
Number of alleged Violations captured by the ATES.
Number of Citations issued based upon information collected by the ATES.
Of the Citations issued, the total number of Violations that involved traveling straight through the intersection, turning right, and turning left.
Number and percentage of Citations dismissed by the Court.
Number of traffic collisions at each Intersection Approach that occurred prior to, and after the installation of the ATES.
At the City’s request, Consultant shall provide any other such report(s) and document(s) as are reasonably necessary to demonstrate and further the effectiveness and objectives of the System.
K. Monitoring, Maintenance, and Removal.
Consultant is solely responsible for the repair and maintenance of the System, including, but not limited to, all Equipment. The City is responsible for the provision of electrical power service to the Equipment at the Intersection Approaches.
Consultant shall prepare and provide a maintenance plan to the City’s Authorized Representative for review and approval for the maintenance of the System. Consultant shall perform regular, ongoing maintenance and repair of the System in accordance with the approved maintenance plan.
Consultant shall inspect the Equipment at each Intersection Approach and the functionality of the System no less than once every month. Consultant shall conduct remote inspections weekly and shall conduct automated camera checks on each business day. Consultant shall immediately report any evidence of System malfunction to the City’s Authorized Representative.
Consultant shall respond to a notice of malfunction of the System from the City within twenty-four (24) hours of receipt.
In the event any portion of the System, including, but not limited to any Equipment, suffers damage or malfunctions (as either identified by Consultant or the City), Consultant shall use best efforts to repair said damage or correct said malfunction within forty-eight (48) hours of knowledge of the damage or malfunction. All repairs and corrections shall be to the satisfaction of the City.
In the event damage or malfunction of the System, including, but not limited to any Equipment, is not substantially repaired or remediated within forty-eight (48) hours, Consultant shall credit the City the monthly invoice in the amount of 1/30th of the fixed monthly amount for each day the System is down, including the two initial days. The System shall be considered down for purposes of this Section if the System is incapable of processing Violations. The System shall not be considered down for purposes of this Section if the malfunction is due to power outages or other factors outside Consultant’s control.
The City shall maintain the right to remove or secure any tangible Equipment to the extent necessary to respond to a threat to public health and safety, until such time as Consultant can repair or remediate.
Every twelve (12) months, Consultant shall cause the Equipment at each Intersection Approach to be tested and calibrated by a qualified independent laboratory approved by the City, and shall provide the City a certificate of calibration that can be provided as part of the evidence package submitted in a court of lawful jurisdiction.
Consultant shall promptly make available to the City, and install, any and all upgrades and technology modifications to the System, including but not limited to, software, hardware, camera systems, violation detection systems at no cost to the City within thirty (30) days of the date such upgrades or technology modifications become available.
In the event a camera is knocked down, the City will secure the camera by removing it and storing it in a secure location. Consultant shall reimburse the City for the removal of the camera when required after regular working hours.
Upon the expiration or termination of this Agreement, at no cost to the City, Consultant shall remove all Equipment installed by Consultant in connection with the System from each Intersection Approach, including but not limited to, housing, poles, and camera systems, and restore all Intersection Approaches in compliance with all applicable City and State standards in place at the time of restoration, including, but not limited to, pavement stripes, concrete flatwork, and curb, gutter and sidewalk refurbishment. Consultant shall complete the removal and restoration to the satisfaction of the City within ninety (90) days of the termination or expiration of this Agreement.
EXHIBIT “B”
COMPENSATION RATES AND CHARGES
Notwithstanding the requirements of Section 2.2 of the Agreement, Consultant is not required to identify hourly rates for services performed under this Agreement. Rather, as full compensation for all of the Services performed by Consultant pursuant to this Agreement, the City will pay Consultant the flat monthly fees set forth below within 30 days after approval of each invoice, subject to the not-to-exceed limit in Section 2.1 of the Agreement. The flat monthly fees for each Intersection Approach shall not begin to accrue until the first day of the Warning Period as defined in Exhibit “A.” If the first day of the Warning Period is on a day other than the first day of the month, the flat monthly fee shall be prorated for the first month.
Description
Flat Monthly Fee
DriveSafe® Red Light Camera System. Includes all licenses for photo enforcement systems and services and Citeweb™ Violation Processing software and Conduent Business Intelligence. $4,560.00 per Intersection Approach
Automated License Plate Reader + Conduent LPR Manager (CALPRM). Includes hardware, software and licensing required to capture plate reads, manage and transfer data to the City, and data storage pursuant to the terms of the SOW, Section D “Data Retention”. $35.00 per Intersection Approach
EXHIBIT “C”
INTERSECTION APPROACHES
Direction
Location Description
Additional Face Camera
NB
Soscal Ave at W. Imola Ave
No
SB
Soscol Ave at W. Imola Ave
No
EB
W Imola Ave at Soscol Ave
No
WB
W Imola Ave at Soscol Ave
No
NB
SR 29 at Trower Ave
Yes
SB
SR 29 at Trower Ave
No
WB
Trower Ave at SR 29
No
EB
Trower Ave at SR 29
No
NB
Soscol Ave at Lincoln Ave
No
SB
Soscol Ave at Lincoln Ave
No
EB
Lincoln Ave at Soscol Ave
No
WB
Lincoln Ave at Soscol Ave
No
NB
Solano Ave at Redwood Rd
No
SB
Solano Ave at Redwood Rd
No
EB
Redwood Rd at Solano Ave
No
WB
Redwood Rd at Solano Ave
No
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
A. As used in this exhibit:
1. “Business Day” means a day which is Monday through Friday but excluding Federal, State or City holidays and any day in which the City offices are officially closed.
2. “CALTRANS” means the California Department of Transportation.
3. “City” means the City of Napa, a California charter city.
4. “Conduent” means Conduent State & Local Solutions, Inc.
B. CONDUENT ASSUMPTIONS
1. In creating this Schedule of Performance, Conduent relied on certain assumptions detailed within this Exhibit “D.” This Schedule of Performance is subject to change when impacted by issues outside Conduent’s control, such as delays in plan check review delays, permit delays, weather delays, and supply chain delays.
2. Conduent made the following specific assumptions:
a. The first Intersection (“Intersection 1”) and second intersection (“Intersection 2”) to be completed are on City owned right-of-way (CITY ROW) and the third intersection (“Intersection 3”) and fourth intersection (“Intersection 4”) to be completed are on Caltrans owned right-of-way (CALTRANS ROW). b. All CALTRANS reviews will be completed according to the project schedule. Any delay by CALTRANS will result in a day-for-day slip in the Conduent schedule. c. All City reviews will be completed according to the project schedule. Any delay by the City will result in a day-for-day slip in the Conduent schedule.
C. SCHEDULE
1. CITY ROW plan check reviews: Conduent assumes two plan checks. The City shall use best efforts to complete the first plan check review in not more than five (5) business days, and the second and last review in not more than three (3) business days. Any additional plan checks will result in a day-for-day slip in the Conduent schedule.
2. CITY ROW permits: The City will use best efforts to issue permits not more than five (5) business days after final plan approval.
3. CITY ROW power and use of existing city infrastructure: The City will provide a power source at the intersection for Conduent to tap. The City may allow using existing conduits, pull boxes, and poles.
4. CALTRANS ROW: Conduent assumes two (2) plan checks by Caltrans. It is anticipated that the two (2) Caltrans reviews will take twenty (20) business days each. Conduent shall use best efforts to obtain all necessary plan checks from Caltrans in a timely manner. Any additional plan checks, or any delay in plan checks despite Conduent’s best efforts, will result in a day-for-day slip in the Conduent schedule.
5. CALTRANS ROW permits: It is anticipated that Caltrans will issue permits not more than ten (10) business days after final plan approval. Consultant shall use best efforts to secure required permits from Caltrans in a timely manner. Any delay in permit issuance, despite Conduent’s best efforts, will result in a day-for-day slip in the Conduent schedule.
CALTRANS ROW power use of existing city infrastructure: The City may provide a power source at the Caltrans intersection for Conduent to tap. The City will allow using existing conduits, pull boxes, and poles.
D. INTERSECTIONS
1. Intersection 1
a. Milestone 1.1 – Conduent will submit plans for the first intersection to the City for review thirty (30) business days after the Effective Date of this Agreement.
Milestone 1.2 – Conduent will start construction subcontractor mobilization, pre-construction meeting, and construction within five (5) business days of receiving the permit.
Milestone 1.3 – The Intersection “Go-Live” into a warning period twenty (20) business days after construction starts.
2. Intersection 2
Milestone 2.1 – Conduent will submit plans for the second intersection to the City for review forty (40) business days after the Effective Date of this Agreement.
Milestone 2.2 – Conduent will start construction subcontractor mobilization, pre-construction meeting, and construction start within five (5) business days of receiving the permit.
Milestone 2.3 – The Intersection “Go-Live” into a warning period twenty (20) business days after construction starts.
3. Intersection 3
Milestone 3.1 – Conduent will submit plans for the third intersection to the City for review fifty (50) business days after the Effective Date of this Agreement.
Milestone 3.2 – Conduent will start construction subcontractor mobilization, pre-construction meeting, and construction start within five (5) business days of receiving the permit.
Milestone 3.3 – The Intersection “Go-Live” into a warning period twenty (20) business days after construction starts.
4. Intersection 4
Milestone 4.1 – Conduent will submit plans for the fourth intersection to the City for review sixty (60) business days after the Effective Date of this Agreement.
Milestone 4.2 – Conduent will start construction subcontractor mobilization, pre-construction meeting, and construction start within five (5) business days of receiving the permit.
Milestone 4.3 – The Intersection “Go-Live” into a warning period twenty (20) business days after construction starts.
Services Agreement (General) Page 1 of 24 Form 2.1.1 (2022-09-01) Automated Traffic Enforcement System
ATTACHMENT 2