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HomeMy WebLinkAbout162251 REDFLEX TRAFFIC SYSTEMS - CONTRACT - RFP - P1042 TRAFFIC CAMERA SYSTEMSSERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Redflex Traffic Systems, Inc., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of five (5) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence January 1, 2007, and shall continue in full force and effect until December 31, 2007, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPI published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Eat Termination by City/Notice. Notwithstanding the time periods contained herein, SA 09/01 /06 6. The City intends that each mobile speed camera unit be operated for a minimum of one hundred fifty (150) hours per calendar month averaged over three (3) months. Service Provider will assure that the system(s) provided are robust enough to accommodate that level of operation. 7. Stationary cameras will operate on a 24-hour basis. Citation System: 1. An automated citation processing program including image processing, mailing of citations, delinquency notices, printing and mailing costs, and other associated costs and expenses; the program shall be conducted in a timely manner to comply with any applicable court rules or laws for filing of citations. 2. One (1) image with related documentation for each citation issued. Passengers in the imaged vehicle shall be obscured; only the driver shall be recognizable. The State of Colorado and Fort Collins Municipal Court mandate that the driver shall be identified in order to be prosecuted; responsibility for this identification falls on the Service Provider. The image must clearly show the: a. Motor vehicle during the violation b. Driver's face c. Front and rear license plate on the vehicle d. Scene of the location where violation occurred 3. Imprinted on the image must be a data line capable of displaying the following: a. Day, month, and year of violation b. Time of the violation (hh.mm.ss) c. Speed of the vehicle in miles per hour d. Posted speed e. Direction of violating vehicle f. Officer identification code g. Location code h. Frame sequence number 4. Vehicle registration information necessary to issue citations. 5. Service Provider will provide a photograph/image when requested by a violator for a fee when the photograph/image is in addition to the one required by law to be mailed with the first citation. Reporting: 1. The Service Provider must submit to the City a monthly report of speed camera/red light camera results within fifteen (15) business days of the end of the calendar month. This report shall be sent to: Lt. James Szakmeister Fort Collins Police Services P.O. Box 580 Fort Collins, Colorado 80522-0580 This report will include: a. Total number of violation images b. Total number of actionable violation images c. Total number of citations sent d. Deployment statistics by location e. Deployment statistics by officer 2. Provide conviction information, in an acceptable format, to Colorado State Department of Motor Vehicles (DMV). 3. Any such other reports and documents as are mutually agreed upon. Training: 1. Reasonable and necessary training for persons who will be involved in operation of the units, court personnel, and/or any other person(s) designated by the City. Support: 1. Expert witnesses as necessary to establish judicial notice, i.e. the accuracy, technical operations, and effectiveness of speed/red light camera radar for contested citations and as required to establish judicial notice by subsequently appointed court judges involved in the adjudication of photo enforcement citations. 2. The City will make reasonable efforts to prosecute each actionable citation and to defend any challenge to the use of camera radar in any court of competent jurisdiction. 3. The City shall provide customary court facilities for disputed citations. 4. City employees shall use vehicles provided by the vendor. Maintenance: 1. Clean camera equipment. 2. Monitor piezos and loop detectors to make sure they are working properly; notify the City's Traffic Operations unit of any malfunctions when the sensors need to be replaced. 3. Repair any wiring problems in the base of the pole. 4. Service Provider will use its best efforts to cause the stationary red light cameras to operate on a 24-hour basis. 5. All repairs to the vehicle and any equipment furnished by Service Provider, except gasoline, oil changes, and regular maintenance of the vehicle. City of Fort Collins, Colorado agrees to: Make reasonable efforts to prosecute each actionable citation and to defend any challenge to the use of camera radar in any court of competent jurisdiction. 2. Provide customary court facilities for disputed citations. 3. Restrict the use of any vehicle provided by Service Provider to speed enforcement only. 4. Provide the operator of the mobile speed camera radar unit(s). 5. Provide a clerk at the Municipal Court to handle the administration of the citations with the public. 6. Pay Service Provider the costs associated with the process server. 7. Install piezos and loop detectors, maintain the piezos and loop detectors, reseal the piezos as needed, maintain and repair the traffic signals red phase indicator, splice or reconnect the piezo cable with the red light pole, maintain power to the red light poles, and maintain and repair the connection between the red light system and the traffic signals. 8. Provide the basic maintenance to the mobile speed camera unit(s) including oil changes, gasoline, and routine maintenance. 9. Provide and install the Police radio for the mobile speed camera unit(s). 10. Be responsible for the following support services for installations at any red light camera intersections. This shall include: a. Access to existing City conduit and j-boxes. If the conduit capacity is full and will not allow the installation of Redflex conductors, the City will install new conduit for the program use. b. DSUCable high speed communications to the Redflex control cabinet. c. Underground utility location service for Redflex conduits, loops, etc. after final commissioning. d. Attachment of flash enclosure to existing traffic signal poles and mast arms. e. Turnaround of City reviewed Redflex drawings not to exceed ten calendar days from the date of submittal. f. 120 volt electric service. 11. Send conviction information for citations that are 25 mph or more in excess of the posted speed limit to the Colorado State Department of Motor Vehicles (DMV). Both parties agree to the following Confidentiality obligations: The City and the Service Provider acknowledge that in the course of performance of their respective obligations, each party may obtain confidential and/or proprietary information of the other party or its affiliates or customers. "Confidential Information" includes: information relating to development plans, costs, finances, marketing plans, equipment configurations, data, access or security codes or procedures utilized or acquired, business opportunities, names of customers, research and development, the non-public terms and conditions of this contract; any information designated as confidential in writing or identified as Confidential at the time of disclosure if such disclosure is verbal or visual. The parties hereby agree that all confidential information communicated to it by the other party, its affiliates, or customers, whether before or after the Effective Date, shall be and was received in strict confidence, shall be used only for the purposes of this Contract, and shall not be disclosed by such party, its agents or employees without the prior written consent of the other party, except as may be necessary by reason of legal, accounting, or regulatory requirements beyond the reasonable control of the disclosing party, including the provisions of the Colorado Open Records Act. Confidential Information shall not be deemed to include information that is: a. Publicly known or becomes known through no unauthorized act of the recipient parry, or b. Is rightly received from a third party without an obligation of confidentiality The City agrees to make best reasonable efforts to protect the Service Provider proprietary and/or confidential information from disclosure to third parties. In the event of requests for such information by third parties, the City shall notify Service Provider of any such requests or demands prior to the release of such information, and shall provide Service Provider with the reasonable opportunity to defend against such release. The parties acknowledge that nothing in this agreement precludes or relieves the City from meeting its obligations under the Open Records Act, including statutory deadlines for responding to requests for information. Service Provider agrees to observe all applicable legal requirements relating to the protection of privacy issues. EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City., its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. SA 09/01/06 I r ACORD CERTIFICATE OF LIABILITY INSURANCE OPID DATE5/ '5 0Y) REDFL-1 05 25 06 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIO Crist Elliott Machette Ins. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE icense #0817224 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND 1 201 Broadway, Suite 725 ALTER THE COVERAGE AFFORDE' "" -"' "' " ' Oakland CA 94612 Phone: 510-832-8000 Fax: 510-832-5054 INSURERS AFFORDING COVERAGE Red 20ex TraffictSystems, Inc. Scottsdale AZ 85260 INSURER ZURICH, NA INSURER B: A1aRICAS =TEABATIONAL GROUP INSURER C: FIREMAN' S FUND INS. COS INSURER a Llovds of London Insure NAIC # 21873 COVERAGES LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING THE POLICIES OF INSURANCE OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR ANY REQUIREMENT, TERM AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH MAY PERTAIN, THE INSURANCE POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSRO TYPE OF INSURANCE POLICY NUMBER FPECTN P0UCMIDDIYY DATEMN DATE MMID LIMITS EACH OCCURRENCE 21 OOO,OOO A X GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CP0370334101 03/15/06 03/15/07 PRE-MZS-ES (Ey =urenuj S100,000 MEO EKP (Any one Pecan) S 5 , 000 CLAIMS MADE i X J OCCUR PERSONAL 8 ADV INJURY 1 S 1 , 000 , 000 `— X Empl Benefits Lla GENERAL AGGREGATE IS2,000,000 GEHL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGO, S 2 , OOO 000 Ben. 1 000 , 000 PJEC Loc POLICY F-1AUTOMOBILE —El LIABILITY - 03/15/06 03/15/07 COMBINED SINGLE LIMIT (Ee"a0e 4 f 1 , 0 00 , 000 A X ANY AUTO CP0370334101 ALL OWNED AUTOS BODILY INJURY (Per Peron) S SCHEDULED AUTOS BODILY INJURY (Per eccideMS j � HIRED AUTOS NON -OWNED AUTOS PROPERTYDAMAGEAGE $ (Per ecciden>) 1 I GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC ! f ANY AUTO AUTO ONLY: AGG 1 S EXCESWUMBRELLA LIABILITY EACH OCCURRENCE $IOOOOOOO AGGREGATE 161000 C OCCUR F-ICLAIMS MADE UNE534574801 03/15/06 03/15/07 f f DEDUCTIBLE $ 0 RETENTION f X TORY LIMITS ER WORKERS COMPENSATION AND E.L. EACH ACCIDENT 151000000 EMPLOYERS'LIABILITY NC9689300(CA) 05/01/06 05/01/07 B ANY IMBERPEXCLUDEO ECUTIVE OFFICEERIME WC965299 ALL OTHER STATES 05/01/06 05/01/07 E.L. DISEASE -EA EMPLOYEES SOOOOOO E.L. DISEASE -POLICY LIMIT is 1000000 It ytc dewdbe under SPECIAL PROVISIONS below OTHER D ErrorsSOmissionsS SP000320A 05/26/06 03/15/07 Limit/clm 2,000,000 bezliabilit Ded/clm 35,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS (C) SHX00069302131 3/15/06 TO 3/15/07 $9,000,000 xs liability Certificate holder, its officers, directors, agents, representatives and employees are addtional insured as respects work performed on their behalf by the named insured CERTIFICATE HOLDER FTCLLNS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO $O SHALL CITY OF FORT COLLINS IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 300 Laporte Ave • REPRESENTATIVES. Fort Collins CO 80521 e-„ i • ZURICH Policy No. I Eff. Date of PoL I ftp Date of Pal. Eli Date of End. Producer Add'1. Prem Reams Prem. PO370334101 3/15/06 3/15/07 3/15/06 Siva We THLS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part SCHEDULE Name of Person or Organization City of Fort Collins, CO (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) V. A. WHO IS AN INSLTRED,(.S"on II) is amended to include as an insured the person or organization shown in the SCHEDULE above vvhom you are required to add as an additional insured on this policy under a written contract or written agreement. B. The insurance provided to the additional insured applies only to `bodily injury". "property damage" or "personal and advertising injury" covered under Section I, Coverage A, BODILY INJURY AND PROPERTY DAMAGE LIABILITY and Coverage A PERSONAL AND ADVERTISING INJURY LIABILITY, but only if: 1. The "bodily injury" or "property damage" results from your negligence; and 2. The "bodily injury", "property damage" or "personal and advertising injury" results directly from: a. Your ongoing operations: or b. "Your work'• completed as included in the "products -completed operations hazard", performed for the additional insured, which is the subject of the written contract or written agreement C. However, regardless of the provisions of paragraphs A. and R above: 1. We will not extend any insurance coverage to the additional insured person or organization: a. That is not provided to you in this policy, or b. That is any broader coverage than you are required to provide to the additional insured person or organization in the written contract or written agreement, and 2. We will not provide Limits of Insurance to the additional insured person or organization that exceed the lower of: a. The Limits of Insurance provided to you in this policy; orThe Limits of Laurance you are required to provide in the written contract or written agreement D. The insurance provided to the additional insured does not apply to: 1. "Bodily injury", "property damage' or "personal and advertising injury* that results solely from negligence of the additional insured, or 2. `Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, storeys, field orders, change orders or drawings and specifications; and b. Supervisory, inspection, architectural or engineering activities. E. The additional insured must see to it that: 1. We are notified as soon as practicable of an -occurrence" or offense that may result in a claim: 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "snit" will promptly be brought against any policy issued by another insurer under which the additional insured also has rights as an insured or additional insured f - F. The insurance provided by this endorsement is primary insurance and we will not seek contribution from any other insurance available to the person or organization shown in the Schedule unless the other insurance is provided by a . contractor other than you for the some operations and job location Then we will share with that other insurance by the method described in paragraph 4.c. of SECTION IV - COAD&MCIAL GENERAL LIABILITY CONDITIONS. Any provisions in this Coverage Part not changed by the terms and conditions of this endorsement continue to apply as written. • EXHIBIT C CONTRACT PRICING 1) The City shall pay a monthly operating fee as follows: $12,000 for red-light digital camera installations (not pre-existing) $9,000 for existing digital speed van services (includes any needed hardware & software updates) $4,240 for Customer Service Representative and local Fort Collins office $2,000 for Customized court Interface and upgrades as needed $27,240/month x 12 months/year = $326,880 annually A) Optional Services, to be added at the option of the City: $1,000 per month to maintain operation of pre-existing College & Drake red- light camera installation (additional lanes and streaming video can be added upon request at no additional charge) $9,000 per month for any additional digital speed vans (lead time to implement is 30-45 days after receipt of written request from the City) * Cost for red-light installations are for New Approaches capable of 5 lanes with streaming video and in -ground loops. New Approaches under consideration for implementation at the time of contract formation are figured on 2 approaches, five lanes each, @ $6,000 per month per approach. New approaches under consideration at time of contract implementation are College and Harmony; or Harmony and Timberline. Lead time for implementation of new Red Light Digital Camera Installations is 30-45 days after approval received from City engineers. 2) The City agrees to pay Redflex within thirty (30) days after the date on the invoice. A monthly fee of 1.5% is applicable for any payments past -due in excess of sixty (60) days. 3) The City shall reimburse Redflex Traffic Systems Inc. each month for the costs incurred for a process server for the personal service of previously ignored citations. Redflex will invoice the City each month for these direct costs. 4) Redflex agrees to indemnify the City so that each red light digital camera installation and each digital speed van installation that is deployed by the City for a minimum of 130 hours per month shall be cost -neutral in that the monthly fees paid to Service Provider will not exceed revenues generated for the City for each individual installation. The City will periodically audit the cost and notify Service Provider of any need for indemnification. The parties acknowledge that the City has sole discretion in setting fines. 5) Should technological advances occur during the span of this Agreement that can significantly lower the monthly operating fees; Redflex and the City agree to annually review the operating fees schedule during the contract renewal period in order to assure that the technology employed is still current and cost-effective. the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: Lt. James Szakmeister Fort Collins Police Services PO Box 580 Fort Collins, CO 80522 Service Provider: Redflex Traffic Systems, Inc. 15029 N. 74`" St. Scottsdale, AZ 85260 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, per the attached Exhibit "C", consisting of two (2) pages, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. SA 09/01/06 2 Exhibit D FORM OF ACKNOWLEDGMENT AND CONSENT This Acknowledgement and Consent, dated as of Jan 1, 2007, is entered into by and between the City of Fort Collins (the "City") and Redflex Traffic Systems, Inc., a Delaware corporation ("Redflex"), with reference to the Services Agreement for Automated Red Light Photo Enforcement Cameras], dated as of Jan 1, 2007, by and between the City and Redflex (the "Agreement"). 1. Redflex has entered into a Credit Agreement, dated as of August 3, 2004 (the "Harris-Redflex Credit Agreement"), with Harris Trust and Savings Bank (the "Bank"), pursuant to which the Bank has provided certain working capital credit facilities to Redflex. Such credit facilities will provide Redflex the working capital that it needs to perform its obligations to the City under the Agreement. 2. Pursuant to the Harris-Redflex Credit Agreement, Redflex has granted Harris a security interest in all of Redflex's personal property as collateral for the payment and performance of Redflex's obligations to the Bank under the Harris-Redflex Credit Agreement. Such security interest applies to and covers all of Redflex's contract rights, including, without limitation, all of Redflex's rights and interests under the Agreement. 3. Redflex will not, by virtue of the Harris-Redflex Credit Agreement, be relieved of any liability or obligation under the Agreement, and the Bank has not assumed any liability or obligation of Redflex under the Agreement. 4. The City hereby acknowledges notice of, and consents to, Redflex's grant of such security interest in favor of the Bank in all of Redflex's rights and interests under the Agreement pursuant to the Harris-Redflex Credit Agreement. 5. The City further acknowledges and agrees that this Acknowledgement and Consent shall be binding upon the City and shall inure to the benefit of the successors and assigns of the Bank and to any replacement lender which refinances Redflex's obligations to the Bank under the Harris- Redflex Credit Agreement. IN WITNESS WHEREOF, the City and Redflex have caused this Acknowledgement and Consent to be executed by their respective duly authorized and elected officers as of the date first above written. The City: I Redflex: City of •Collins,NaMej a. Title. £c_ 2 �o Title: 8. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 9. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 10. Warranty. (a) Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. (b) Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. (c) Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek SA 09/01 /06 3 damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting parry shall be liable to the non - defaulting party for the non -defaulting parry's reasonable attorney fees and costs incurred because of the default. 13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 15. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. SA 09/01/06 4 16. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Emoloving Illegal Aliens. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: A. As of the date of this Agreement: 1. Contractor does not knowingly employ or contract with an illegal alien; and 2. Contractor has participated or attempted to participate in the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "Basic Pilot Program") in order to verify that Contractor does not employ any illegal aliens. B. Contractor shall not knowingly employ or contract with an illegal alien to perform works under this Agreement or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Contractor shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Contractor is accepted or the, public contract for services has been completed, whichever is earlier. The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued. D. Contractor is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. E. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: Notify such subcontractor and the City within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and SA 09/01/06 such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. F. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. G. If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the City arising out of Contractor's violation of Subsection 8-17.5-102, C.R.S. H. The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D", consisting of one (1) page, attached hereto and incorporated herein by this reference. SA 09/01 /06 C r OF,F�R SEAL ATTES' ATTEST: CORPORA SA 09/01/06 AS TO CITY OF FORT COLLINS, COLORADO a municipal corporation sU- JameNeillII,CDirect0urchasing and Risk Management Date: 46(� R . By: f- / 0 Af ITT NAME / /D� (4L-C PORRATE PRESIDENT OR VICE PRESIDENT : G 100 U (Corporate eal) t�y tl ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney CITY OF FORT COLLINS, COLORADO a municipal corporation By: James B. O'Neill II, CPPO, FNIGP Director of Purchasing and Risk Management Date: 1 Z- 2$- o U By: .k O- Y- e Yam- PRJQ NAME res i AQ_A-V-/G EQ CORPORATE PRESIDENT OR VICE PRESIDENT Date: 12 -L0EG (Corporate Sea]) SA 09/01 /06 7 I r'i EXHIBIT A SCOPE OF SERVICES Service Provider agrees to provide the City with the following: Equipment: One (1) mobile speed camera unit (NOTE: Digital technology is the standard. Sports utilitylvan vehicles are to be replaced with a new vehicle every two model years). The City is considering the possibility of adding additional mobile speed camera vehicles; lead time to implement additional units is 30-45 days after receipt of written request from the City. Additional units shall be provided to the City upon request, provided the existing units are meeting the 130 hour per month minimum usage requirements. A unit is to include a new sports utility vehicle and all camera/radar/laser/video equipment needed to photograph front and rear views of speed law violators. Service Provider shall be responsible for all repairs to the vehicle and other equipment furnished by the vendor, except that which the City shall provide: gasoline, oil changes, and regular maintenance. 2. Two (2) red light camera systems (two (2) approaches that cover five (5) lanes each (NOTE: Digital technology needs to be the standard)). For example, one approach northbound, covering 3 thru lanes and two turn lanes; and one approach southbound, covering the same amount of lanes). A red light camera system shall include all labor and materials for installation and connection with the City's traffic signals. The City will be selecting one intersection for a new installation; and will be deciding whether to continue operation of the pre-existing installation at the intersection of College and Drake. In addition, the City may opt to add additional intersections during the span of this Agreement. Service Provider agrees to install additional high resolution still cameras with a combination full motion video at all new intersection installations. Service Provider also agrees to upgrade the pre- existing installation at College and Drake with new high resolution still cameras in combination with full motion video; in the event that the City decides to continue operation of that red-light camera installation. 3. All supplies required by camera radar systems. 4. All necessary hardware (which will include but is not limited to): stand-alone computer system including a laser printer and software to enter the citation information into the Police Services Records Management System and the Municipal Court's computerized recording system. This will include any costs incurred by the vendor for new computers or computer upgrades necessary to process the citations or citation information. 5. Maintain an office in the City of Fort Collins where the Customer Service Representative will support the program and be available for the Police, Court, and Customers.