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HomeMy WebLinkAbout162251 REDFLEX TRAFFIC SYSTEMS - CONTRACT - RFP - 7283 TRAFFIC CAMERA SYSTEMSERVICES 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 six (6) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence January 1, 2012, and shall continue in full force and effect until December 31, 2012, 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 CPIU 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. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of Services Agreement 7283 Traffic Camera System Page 1 of 34 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. 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 the camera radar/red light system 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: 1. Make reasonable efforts to prosecute each actionable citation and to defend any challenge to the use of camera radar/red light in any Court of competent jurisdiction. 2. Provide customary Court facilities for adjudication of summonses. 3. Restrict the use of any vehicle provided by Service Provider to speed enforcement Services Agreement 7283 Traffic Camera System Page 10 of 34 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. DSL/Cable 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. Court Management System: 1. Stand-alone "state of the art" Court Management System to handle the administrative side of adjudication of summons. Migration to the Redflex software system currently referred to as CRRL 2.0 (or replacement system thereof) will be done in phases beginning March 1, 2012 until completion of the migration, which is anticipated to be completed not later than June 30, 2013. Statistical Reporting from the CRRL 2.0 (or replacement system thereof) is to include (but not be limited to) the following: a. Speed Van information: i. Number of summons filed with Court. ii. Number of summons dismissed. iii. Number of summons paid. b. Red Light information: i. Number of summons filed with Court. ii. Number of summons dismissed. Services Agreement 7283 Traffic Camera System Page 11 of 34 iii. Number of summons paid. c. Combined summary information of the above. d. Financial Information, with a minimum of the information currently provided to the Court, to include: i. Number and amount of fines paid. ii. Number of payments and all other disposition, by clerk iii. Fully Paid Summons Report. iv. Partially Paid Summons Report. v. Cost Summary Report. vi. Daily Revenue Report. vii. Daily Distribution Report. 3. Occasional, timely assistance on additional statistical reporting, without charge. 4. Document preparation, implementation, and maintenance authorization to Court staff. 5. Access to the Smart Ops system (or replacement system thereof), to view videos/pictures. 6. Training: Reasonable and necessary training for Court personnel on the CRRL 2.0 system (or replacement system thereof) provided at no charge. Custom requests requiring an additional charge to be communicated in advance to designated City representative for approval. 7. Support: Reasonable, timely, accurate, knowledgeable technical support supplied as needed at no charge. Custom requests requiring an additional charge to be communicated in advance to designated City representative for approval. 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 party, or b. Is rightly received from a third party without an obligation of confidentiality Services Agreement 7283 Traffic Camera System Page 12 of 34 The City agrees to make best reasonable efforts to protect the Service Provider's 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 and the Criminal Justice 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. Services Agreement 7283 Traffic Camera System Page 13 of 34 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. Service Provider will notify the City of any cancellation and keep insurance which meets this contract requirement. 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. Services Agreement 7283 Traffic Camera System Page 14 of 34 q� " CERTIFICATE OF LIABILITY INSURANCE ATE DIOD/ 11/16/2011 11/16 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LIC A0726293 1-925-299-1112 NAMEACT Certificate Department Arthur J. Gallagher & Co. PHONE FAX Insurance Brokers of California, Inc. AIC No Ext: 925-299-1112 AC No: 925-953-6270 ADDRESS: eastbayeertsWAJG.COM 3697 Mt. Diablo Boulevard, Suite 300 INSURERS AFFORDING COVERAGE NAIC# Lafayette, CA 94549 INSURER A: WAUSAU UNDERWRITERS INS CO [AMBest:A,XV726042 Robert J. Marron INSURED INSURER B: LIBERTY MOT FIRE INS CO [ANBeet: A, XV] 11748 Redflex Traffic Systems, Inc. INSURER C: ENDURANCE AMER SPECIALTY INS CO [A,XV] 41718 INSURER D: 23751 N. 23rd Avenue, Suite 150 INSURER E: Phoenix, AZ 85085-1854 INSURER F: COVERAGES CERTIFICATE NUMBER: 24112138 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR R I OF INSURANCE ADDLSUBRTYPE BIER WAD POLICY NUMBER EFF MMIDPOLIDYIYYYY MMLDD ICY EXP LIMITS A GENERAL LIABILITY X TBJZ91453980031 03/15/11 04/01/12 EACHOCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR DAMAGE TO RENTED PREMISES IEa occurrence) $ 1, 000, 000 MED EXP(Any one person) $5,000 PERSONAL& ADV INJURY $ 1,000,000 X STOP GAP: WA, OH GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOPAGG $2.000,000 POLICY PRO- X LOG $ A AUTOMOBILE LIABILITY X ASJZ91453980021 1 04/01/12 COMBINED SINGLE LIMIT Ea acudent 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per acciden0 $ PROPERTY DAMAGE Per accitlent $ NON -OWNED HIRED AUTOS AUTOS <- •HAPD Ded $ X COMP/COLL X DED•:$1,000 H X UMBRELLA LIAB X OCCUR TH2Z91453980041 03/15/1 04/01/12 EACHOCCURRENCE S 19,000,000 AGGREGATE $19,000,000 EXCESS LIAB CLAIMS -MADE 1 DED IX RETENTION$ 10, 000 1 $ A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNEWEXECUTIVE❑ WCJZ91453980011 03/15/1 04/01/12 X T RTH- YLIMIT O R EL EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? NIA E.L. DISEASE -EA EMPLOYE $ 1,000,000 (Mandatory in NH) Ify JI soheunder DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT S 1,000,000 C PROFESSIONAL/CYBER LIAB. PPLI0003051000[ClaimsMad ] 03/15/1 04/01/12 $50X.SIR EaClm/Agg 2,000,000 (See attached Suppl. Page...) DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 1D1, Additional Remarks Schedule, If more space is required) RE: Activities performed by or on behalf of the permittee or contractor as required by contract. ADDITIONAL INSURED(S): The City of Fort Collins, CO, its officers, directors, agents, representatives and employees as required by written contract. REVISED - POLICY TERM EXTENDED TO 04/01/2012 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE of Fort Collins THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 300 Laporte Ave. AUTHORIZED REPRESENTATIVE �g/ A,� / ���,, .Zf///^��� A-�-� Fort Collins, CO 80521 O 7 4 I USA . , 00 0)1988-2010 ACORD CORPORATION_ All riahts ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD satyaram Services Agreement . 24112138 7283 Traffic Camera System Page 15 of 34 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIBERTY DirectSolutions for Contractors (with Professional Liability) This endorsement modifies insurance provided wider the following COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance by broadening the insurance provided by CG 00 01. Index of modified items: Item I - REASONABLE FORCE '.Item 2. - NON -OWNED WATERCRAFT EXTENSION ''.. Item 3. - ALIENATED PREMISES Item 4. - PROPERTY IN YOUR CARE, CUSTODY OR CONTROL Item 3. - CONTRACTORS PROFESSIONAL LIABILITY Item 6. - DAMAGE TO PREMISES RENTED TO YOU - EXPANDED COVERAGE Item 7. - BODILY INJURY TO CO -EMPLOYEES Item 8. - HEALTH CARE PROFESSIONALS AS INSUREDS Item 9. - NEWLY FORMED OR ACQUIRED ENTITIES Item 10. - BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION —MANAGERS OR LESSORS OF PREMISES Item 11. - EXPANDED BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION (FOR INSTALLATION EXPOSURES) Item 12. - BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION - PERSON OR ORGANIZATION Item 13. -ADDITIONAL INSURED -ARCHITECTS, ENGINEERS OR SURVEYORS Item 14. - ADDITIONAL INSURED - STATE, MUNICIPALITY OR POLITICAL SUBDIVISION - PERMITS Item 15. - ADDITIONAL INSURED AND WAIVER OF SUBROGATION - LESSOR OF LEASED EQUIPMENT Item 16. - KNOWLEDGE OF OCCURRENCE Item 17. - UNINTENTIONAL ERRORS AND OMISSIONS Item 18. -BODILY INJURY REDEFINITION . Item 19. - MOBILE EQUIPMENT REDEFINITION Item 20. - SUPPLEMENTARY PAYMENTS Item 21. - LIBERALIZATION These changes broaden the policy sections described unless differing language is separately endorsed to the coverage part. Item 1. - REASONABLE FORCE Exclusion a. of Coverage A is replaced by the following: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to 'bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Item 2. - NON -OWNED WATERCRAFT EXTENSION Subparagraph g.(2) of Exclusion g. of Coverage A (Section I - Coverages) is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 55 feet tong; and (b) Not being used for public transportation or as a common carrier. Item 3. -ALIENATED PREMISES Subparagraph j.(2) of Exclusions of Section I - Coverages - Bodily Injury And Property Damage Liability is replaced by the following ISi:il adi P%Weement Page 1 of 8 16 7283 Traffic Camera System Page of 34 (2) Premises you sell, give away, or abandon, if the "property damage' arises out of any part of those premises, and occurs from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. Item 4. - PROPERTY IN YOUR CARE, CUSTODY OR CONTROL 1. Subparagraphs (3) and (4) of exclusion j. of coverage A. do not apply except to (a) borrowed equipment, or (b) "property damage' to property in your care, custody and control while in transit. This insurance does not apply to any portion of a loss for which the insured has available any other valid and collectible insurance, whether primary, excess, contingent, or on any other basis, unless such other insurance was specifically purchased by the insured to apply in excess of this policy. 2. Limits of Insurance Subject to Paragraphs 2., 3., and 5. of Section III — Limits Of Insurance, the most we will pay for insurance provided by paragraph 1., above is: $10,000 Each Occurrence Limit $25,000 Aggregate Limit The Each Occurrence Limit for this coverage applies to all damages as a result of any one "occurrence" regardless of the number of persons or orgamizations who sustain damage because of that `occurrence." The Aggregate Limit is the most we will pay for the sum of all occurrences covered by this provision. Item 5. — CONTRACTORS PROFESSIONAL LIABILITY The following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability and Paragraph 2., Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to 'bodily injury", "property damage' or "personal and advertising injury" arising out of the rendering of or failure to render any professional services by you, but only with respect to your providing engineering, architectural or surveying services in your capacity as an engineer, architect or surveyor. Professional services include: 1. Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and 2. Supervisory or inspection activities performed as part of any related architectural or engineering activities. This exclusion does not apply to your operations in connection with construction work performed by you or on yourbehalf. Item 6. - DAMAGE TO PREMISES RENTED TO YOU - EXPANDED COVERAGE A. Fire, Lightning Or Explosion Damage The last paragraph of 2. Exclusions under Section I — Coverage A is replaced by the following: Exclusions c. through n. do not apply to damage to premises rented to you or temporarily occupied by you with permission of the owner when the damage is caused by fire, lightning, or explosion or subsequent damages resulting from such fire, lightning or explosion, including water damage. A separate limit of insurance applies to this coverage as described in Section III — Limits of Insurance. B. Limits for Damage to Premises Rented to You Paragraph 6. of Section III — Limits of Insurance is replaced by the following. Subject to 5. above, the Damage to Premises Rented to You Limit is the most we will pay under Coverage A for any combination of: LG 32 34 09 07 Services Agreement 7283 Traffic Camera System Page 2 of 8 Page 17 of 34 (a) damage caused by fire, lightning, or explosion or subsequent damages resulting from such fire, lightnuig or explosion, including water damage to premises rented to you, or temporarily occupied by you with permission of the owner; and (b) "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. Item 7. - BODILY INJURY TO CO -EMPLOYEES 1. Subject to the Each Occurrence Limit and the General Aggregate Lunit, Paragraphs 2.a.(I)(a), (b) and (c) of Section II — Who Is An Insured do not apply to your supervisory or management "employees" for "bodily injury" only. 2. Subject to the Each Occurrence Limit and the General Aggregate Limit, Paragraphs 2.a.(I)(a), (b) and (c) of Section I1 —Who Is An Insured do not apply to your "employees" or 'volunteer workers" for "bodily injury" arising out of a Good Samaritan act to a co -"employee" or co -"volunteer worker." A Good Samaritan act means an attempt to rescue or aid a person in imminent or serious peril, provided the attempt is not recklessly made. Damages owed to an injured co -"employee" or `volunteer worker" will be reduced by any amount paid or available to the injured co -"employee" or `volunteer worker" under any other valid and collectible insurance. Item 8. - HEALTH CARE PROFESSIONALS AS INSUREDS Paragraph 2.a. (1) (d) of Section II — Who Is An Insured is deleted unless: (i) You are engaged in the occupation or business of providing or offering medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; or (ii) The "employee" has any other insurance that would also cover claims arising wider this provision, whether the other insurance is primary, excess, contingent or on any other basis. Item 9. - NEWLY FORMED OR ACQUIRED ENTITIES Paragraph 3. of Section II — Who Is An Insured is replaced by the following 3. Any organization, other than a joint venture, you newly acquire or form and over which you maintain majority ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. a. Coverage under this provision is afforded only until i. the 180th day after you acquire or form the organization; or ii. separate coverage is purchased for the organization; or iii. the end of the policy period, whichever is earlier. b. Coverage A does not apply to `bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to `personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any past partnership, current or past joint venture or past limited liability company that is not shown as a Named Insured in the Declarations. Item 10. - BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION —MANAGERS OR LESSORS OF PREMISES A. Section II — Who Is An Insured is amended to include as an insured any manager or lessor of premises leased by you in which the written lease agreement obligates you to procure additional insured coverage, provided that 1. the `bodily injury", "property damage" or `personal and advertising injury" giving rise to liability occurs subsequent to the execution of the agreement, and 2. the written agreement is in effect at the time of the `bodily injury", 'property damage", "personal and advertising injury" for which coverage is sought That person or organization shall be referred to as the additional insured. LG 32 34 09 07 Services Agreement 7283 Traffic Camera System Page 3 of 8 Page 18 of 34 The coverage afforded to the additional insured is limited to habibry in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent acts or omissions of you, your employees, your agents, or your subcontractors. There is no coverage for the additional insured for `bodily injury", "property damage" or "personal and advertising injury' arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured, except as provided below. If the written agreement to indemnify an additional insured requires that you indemnify the additional insured for its sole negligence, then the coverage for the additional insured shall conform to that agreement; provided, however, that the contractual indemnification language of the agreement is valid under the law of the state where the agreement was formed. If the written agreement provides that a particular state's law will apply, then such provision will be honored. B. Waiver Of Subrogation For airy additional insured that obtains insured status on this policy through paragraph A., above, we waive any right of recovery we may have against the additional insured because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. C. Exclusions This insurance does not apply to: 1. Any "occurrence" that takes place after you cease to be a tenant in that premises. 2. Any construction, renovation, demolition or installation operations performed by or on behalf of the Additional Insured. 3. Any premises for which coverage is excluded by endorsement. D. Other Insurance The insurance provided by this endorsement applies only to coverages and limits of insurance required by written agreement, but in no event exceeds either the scope of coverage or the limits of insurance available within this policy. This insurance shah be excess over any other insurance available to the additional insured, whether such insurance is on an excess, contingent or primary basis, unless you are obligated under a written agreement to provide liability insurance for that additional insured on any other basis. In that event, this policy will apply solely on the basis required by such written agreement. To the extent that the additional insured has the right to pursue any other insurance carrier for coverage, including a defense, we shall share that right with the additional insured. Item 11. - EXPANDED BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION (FOR INSTALLATION EXPOSURES) A. Section II - Who Is An Insured is amended to include as an insured any person or organization to whom you are obligated by a written agreement to procure additional insured coverage, provided that: 1. the `bodily injury," "property damage," or "personal and advertising injury" giving rise to liability occurs subsequent to the execution of the written agreement; and 2, the written agreement is in effect at the time of the `bodily injury," "property damage," or "personal and advertising injury" for which coverage is sought. That person or organization shall be referred to as the additional insured. The coverage afforded to the additional insured is limited to liability caused, in whole or in part, by the negligent acts or omissions of you, your employees, your agents, or your subcontractors, in the performance of your ongoing operations. This insurance does not apply to `bodily injury," or "property damage," "personal and advertising injury" arising out of "your work" included in the "products -completed operations hazard" unless you are required to provide such coverage for the additional insured by the written agreement, and then only for the period of time required by the written LG 3364MM Agreement Page 4 of 8 7283 Traffic Camera System Page 19 of 34 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: Copy to: Service Provider: City of Fort Collins City of Fort Collins Redflex Traffic Systems, Inc. Attn: Purchasing Attn: Lt. Hal Dean, Fort Collins 23751 N 23rtl Avenue, Ste. PO Box 580 Police Services 150 Fort Collins, CO 80522 PO Box 580 Phoenix, AZ 85085 Fort Collins, CO 80522 Attn: Edward Tiedje, Account Manager etied'e redflex.com 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. 8. Personal Services. It is understood that the City enters into the Agreement based on Services Agreement 7283 Traffic Camera System Page 2 of 34 agreement and only for liability caused, in whole or in part, by the negligent acts or omissions of you, your employees, your agents, or your subcontractors. There is no coverage for the additional insured for `bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured, except as provided below. If the written agreement to indemnify an additional insured requires that you indemnify the additional insured for its sole negligence, then the coverage for the additional insured shall conform to that agreement; provided, however, that the contractual indemnification language of the agreement is valid under the law of the state where the agreement was formed. If the written agreement provides that a particular state's law will apply, then such provision will be honored. B. Waiver Of Subrogation For any additional insured that obtains insured status on this policy through paragraph A., above, we waive any right of recovery we may have against the additional insured because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. C. Exclusions With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply: 1. to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the 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, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. 2. to "bodily injury" or "property damage" that occurs during the ongoing operations of a project where you have purchased an Owners & Contractors Protective Liability or Railroad protective Liability Policy for the additional insured. 3. when coverage is available under a consolidated (wrap up) insurance program in which you are involved. D. Other Insurance The insurance provided by this endorsement applies only to coverages and limits of insurance required by written agreement, but in no event exceeds either the scope of coverage or the limits of insurance available within this policy. This insurance shall be excess over any other insurance available to the additional insured, whether such insurance is on an excess, contingent or primary basis, unless the written agreement with you requires that the insurance provided for the additional insured be primary concurrent or primary non-contributory, in comparison to the additional insured's own policy or policies. To the extent that the additional insured has the tight to pursue any other insurance carrier for coverage, including a defense, we shall share that right with the additional insured. Item 12. - BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION — PERSON OR ORGANIZATION A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization to whom you are obligated by a written agreement to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with premises owned by you provided that: LG 32 34 09 07 Services Agreement 7283 Traffic Camera System Page 5 of 8 Page 20 of 34 (a) the "bodily injury", "property damage" or "personal and advertising injury" giving rise to liability occurs subsequent to the execution of the agreement; and (b) the written agreement is in effect at the time of the "bodily injury', "property damage", "personal injury" or "advertising injury" for which coverage is sought That person or organization shall be referred to as the additional insured. There is no coverage for the additional insured for "bodily injury", property damage" or "personal and advertising injury" arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured, except as provided below. If the written agreement to indemnify an additional insured requires that you indemnify the additional insured for its sole negligence, then the coverage for the additional insured shall conform to that agreement; provided, however, that the contractual indemnification language of the agreement is valid under the law of the state where the agreement was formed. If the written agreement provides that a particular state's law will apply, then such provision will be honored. B. Waiver Of Subrogation For any additional insured that obtains insured status on this policy through paragraph A., above, we waive any right of recovery we may have against the additional insured because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. C. Exclusions This insurance does not apply to: 1. Any premises or equipment leased to you. 2. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf. D. Other Insurance The insurance provided by this endorsement applies only to coverages and limits of insurance required by written agreement, but in no event exceeds either the scope of coverage or the limits of insurance available within this policy. This insurance shall be excess over any other insurance available to the additional insured, whether such insurance is on an excess, contingent or primary basis, unless you are obligated under a written agreement to provide liability insurance for that additional insured on any other basis. In that event, this policy, will apply solely on the basis required by such written agreement. To the extent that the additional insured has the right to pursue any other insurance carrier for coverage, including a defense, we shall share that right with the additional insured. Item 13. - ADDITIONAL INSURED — ARCHITECTS, ENGINEERS OR SURVEYORS A. Section II — Who Is An Insured is amended to include as an additional insured any architect, engineer, or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or ht part, by your acts or omissions or the acts or omissions of those acting on your behalf 1. In connection with your premises; or 2. In the performance of your ongoing operations. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including. 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. Item 14. - ADDITIONAL INSURED — STATE, MUNICIPALITY OR POLITICAL SUBDIVISION - PERMITS Section II — Who Is An Insured is amended to include as an additional insured any state, municipality or political subdivision with respect to any operations performed by you, or on your behalf, for which the state, municipality or political subdivision has issued a permit However, this insurance does not apply to: LG 32 34 09 07 Services Agreement 7283 Traffic Camera System Page 6 of 8 Page 21 of 34 1. "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state, municipality or political subdivision; or 2. Any "bodily injury" or "property damage" included within the "products -completed operations hazard", except when required by written contract or agreement initiated prior to loss; or 3. `Bodily injury," "property damage" or "personal and advertising injury," unless negligently caused, in whole or in part, by you or those acting on your behalf. Item 15. -ADDITIONAL INSURED AND WAIVER OF SUBROGATION —LESSOR OF LEASED EQUIPMENT A. Section II - Who Is An Insured is amended to include as an additional insured any person or organization from whom you lease equipment when you and such person or organization have agreed in a written agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. There is no coverage for the additional insured for "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured. A person's or organization's status as an additional insured under this endorsement ends when the agreement with you for such leased equipment ends. B. Waiver of Subrogation For any additional insured that obtains insured status on this policy through paragraph A., above, we waive any right of recovery we may have against the additional insured because of payments we make for 'bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. C. Other Insurance This insurance shall be excess over any other insurance available to the additional insured, whether such insurance is on an excess, contingent or primary basis, unless you are obligated under a written agreement to provide liability insurance for that additional insured on any other basis. In that event, this policy will apply solely on the basis required by such written agreement. To the extent that the additional insured has the right to pursue any other insurance carrier for coverage, including a defense, we shall share that right with the additional insured. Item 16. - KNOWLEDGE OF OCCURRENCE Subparagraph 2.a., b. and c. of Condition 2. Section IV — Commercial General Liability Conditions are amended to add the following. As used in this paragraph, the word "you" refers to an "executive officer", partner, member or legal representative, and any other "employee" with insurance or risk management responsibilities. Item 17. - UNINTENTIONAL ERRORS AND OMISSIONS Paragraph 6. of Section IV — Commercial General Liability Conditions is amended to add the following: Any unintentional error or omission in the description of, or failure to completely describe, any premises or operations intended to be covered by this policy will not invalidate or affect coverage for those premises or operations. However, you must report such error or omission to us as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non - renewal. LG 32 34 09 07 Services Agreement 7283 Traffic Camera System Page 7 of 8 Page 22 of 34 Item 18. - BODILY INJURY REDEFINITION The definition of "bodily injury" in Section V - Definitions is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person. It includes death or mental anguish, which results at any time from such physical harm, physical sickness or physical disease. Mental anguish means any type of mental or emotional illness or distress. Item 19. - MOBILE EQUIPMENT REDEFINITION paragraph 12. f.(1) (a), (b) and (c) of Section V — Definitions does not apply to self-propelled vehicles of less than 1000 pounds gross vehicle weight. Item 20. - SUPPLEMENTARY PAYMENTS Section I - Coverages, Supplementary Payments - Coverages A and B, item 1. b. and 1. d., respectively, are replaced with: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit" including substantiated loss of earnings up to $500 a day because of time off from work. Item 21. - LIBERALIZATION Section IV - Commercial General Liability Conditions is amended to add the following 10. Liberalization If we adopt a change in our forms or rule which would broaden your coverage without an extra charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. *'e /W�/tom"""'^ T' SECRE� PRESIDENT Countengned by lwthoozed Reprtentaeve L&3pjgQy0Weement P e 8 of 8 7283 Traffic Camera System Page 2 34 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF -INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART A If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. We will send notice to the email or mailing address listed below at least 10 days, or the number of days listed below, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intendel,as a courtesy only. Our failure to provide such advance notification wIl not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. Name of Other Person(s) I Organ ization(s): As required by written contract LA 99 224 09 10 SCHEDULE Email Address or mailing address: Per schedule on file with company Number Days Notice: 30 days Page 1 of 1 Services Agreement 7283 Traffic Camera System Page 24 of 34 POLICY #: ASJZ91453980021 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: 03/15/2011 Countersigned By: CORY HIGGINS Named Insured: Redflex Traffic Syatema, Inc. (Authorized Representative) SCHEDULE or Organization(s): BL ET PER WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Services Agreement 7283 Traffic Camera System Page 25 of 34 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: WORKERS COMPENSATION AND EMPLOYERS LIABILITY COVERAGE PART A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance email notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. SCHEDULE Name of Other Person(s) / Or anization s : Email Address or mailing address: Number Days Notice: As required by written contract Per schedule on file with company 30-days All other terms and conditions of this policy remain unchanged. WM 90 18 09 10 2010 Liberty Mutual Group of Companies Page 1 of 1 Ed. 09/01/2010 All Rights Reserved Services Agreement 7283 Traffic Camera System Page 26 of 34 AGENCY CUSTOMER ID: LOC #: A 0® ADDITIONAL REMARKS SCHEDULE Page of AGENCY Arthur J. Gallagher s Co. Insurance Brokers of California, Inc. NAMED INSURED Redflex Traffic Systems, Inc. 23751 N. 23rd Avenue, Suite 150 POLICY NUMBER Phoenix, A2 85005-1854 CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: THIRD PARTY FIDELITY COVERAGE Carrier: TRAVELERS CAS 6 SURETY CO OF AMER[A+, XVI NAIC#31194 Policy #: 104861759 1 Effective: 03/15/2011 to 04/01/2012 1 Limit: $500,00 single loss limit for Employee Theft of Client Property I Retention: $10,000 PROPERTY COVERAGE Carrier: LIBERTY MUTUAL FIRE INS CO [AMBest: A, XV) NAIC#23035 Policy #: Y132L91,453980061 I Effective: 03/15/2011 to 04/01/2012 Blanket Personal Property: $20,250,000 1 Installation-PP/PPO: $1,000,000 1 Installation / Transit: "$250,000 ACORD 101 (2008/01) ©2008 ACORD The ACORD name and logo are registered marks of ACORD Services Agreement 7283 Traffic Camera System Page 27 of 34 DATE SUPPLEMENT TO CERTIFICATE OF INSURANCE 11/16/2011 NAME OF INSURED: Redflex Traffic Systems, Inc. Additional Descnotion of Operations/Remarks from Page 1: Additional I nfonn ation: GENERAL LIABILITY: * Separation of Insureds applies per policy form. * Additional Insured if required by written contract per attached form LG3234 0907. • Coverage is Primary & Non -Contributory if required by written contract per form LG3234 0907. AUTOMOBILE LIABILITY: • Designated Insured if required by written contract per attached form CA2048 0299. SUPP (05/04) Services Agreement 7283 Traffic Camera System Page 28 of 34 EXHIBIT C CONTRACT PRICING 1) The City shall pay a monthly operating fee as follows: $10,000 for red-light digital camera installations (Harmony & Timberline, plus any new additional added)* $1,000 for red-light digital camera installations (College & Drake) $7,200 per unit x 2 units = $14,400 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 $31,640/month x 12 months/year = $379,680 annually A) Optional Services, to be added at the option of the City: $10,000 per month for any additional red-light camera installations added in similar configuration to Harmony & Timberline intersection $7,200 per month for any additional digital speed vans added (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, @ $5,000 per month per approach. 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. Services Agreement 7283 Traffic Camera System Page 29 of 34 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 Services Agreement 7283 Traffic Camera System Page 3 of 34 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. Services Agreement 7283 Traffic Camera System Page 30 of 34 EXHIBIT "D" FORM OF ACKNOWLEDGMENT AND CONSENT a This Acknowledgement and Consent Form, date Jd % 2014, is entered into by and between the City of Fort Collins, Colorado (the "City") and Redflex Traffic Systems, Inc., ("Redflex"), with reference to the Agreement between the City of Fort Collins, Co orado and Redflex Traffic Systems, Inc. for a Services Agreement, dated as of j by and between the City and Redflex (the "Agreement"). s 9) 201 Z- Redflex has entered into a Credit Agreement, dated as of June 30, 2009 and as amended on or about August 9, 2011 ("the Credit Agreement"), with the Commonwealth Bank of Australia ("the Creditor") pursuant to which the Creditor has provided certain working capital to Redflex. Such working capital is needed by Redflex to perform its obligations to the City under the Agreement. Pursuant to the Credit Agreement, Redflex granted to the Creditor a security interest in all of Redflex's personal property relevant to and associated with the Agreement with the City as collateral for the payment and performance of Redflex's obligations to the Creditor under the 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. Redflex shall not, by virtue of the Credit Agreement, be relieved of any liability or obligation under the Agreement, and the Creditor has not assumed any liability or obligation of Redflex under the Agreement. The City hereby acknowledges notice of, approves and consents, in full, to Redflex's grant of the aforementioned security interest in favor of the Creditor in all of Redflex's rights and interests under the Agreement pursuant to the Credit Agreement. The City further acknowledges and agrees that this Acknowledgement and Consent Form shall be binding upon the City and shall inure to the benefit of the successors and permitted assigns of the Creditor, and to any replacement lenders, banks and/or financial institutions which refinance Redflex's obligations to the Creditor under the Credit Agreement. [SIGNATURE PAGE TO FOLLOW] 17 Services Agreement 7283 Traffic Camera System Page 31 of 34 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. Approved as to form, content and legality: Redflex: City ort Collins, Colorado REDFLEX TRAFFIC SYSTEMS, INC., a Delaware Corporation By' B Title e q e y0 Name: 4P-T-- r\I (=I N Date: itle: C U) care s e_ GT'Date: I - i to -(Z� (The remainder of this page is left intentionally blank) Services Agreement 7283 Traffic Camera System Page 32 of 34 EXHIBIT E SPECIAL PROVISION PERMITTED MOBILE SPEED VEHICLE ACTIVITIES PERMITTED MOBILE SPEED VEHICLE ACTIVITIES. In connection with mobile speed enforcement products and services provided by Service Provider in accordance with the terms and conditions stated in this Agreement, the City agrees as follows: 1) The City shall use, deploy and operate mobile speed enforcement vehicles only and solely for speed limit traffic photo enforcement purposes as expressly approved and authorized in writing herein by both Service Provider and the City; and 2) The City shall not use, deploy and/or operate mobile speed enforcement vehicles for any purpose unrelated to speed limit traffic photo enforcement including, but not limited to, pursuit, apprehension, capture, detention, emergency or disaster response or relief, surveillance, observation, security, arrest, custody, search and/or seizure, carrier, passenger transportation or chauffer, delivery service, service of process, and other civil and/or criminal law enforcement and/or investigation. Services Agreement 7283 Traffic Camera System Page 33 of 34 I EXHIBIT F SPECIAL PROVISION EQUIPMENT PROVIDED BY REDFLEX Equipment Provided by Redflex. Redflex agrees that the equipment listed in this Exhibit F are provided to the City of Fort Collins, Colorado Municipal Court without cost in order to facilitate the services provided by the City of Fort Collins as described in Exhibit A, Scope of Services. Redflex additionally agrees that it will maintain the equipment listed below in proper working order and reasonably repair or replace the equipment if needed, so that it meets minimum City standards. The City of Fort Collins agrees that it will utilize the equipment listed below solely for CR/RL case processing purposes identified in this "Services Agreement" and for no other purpose. The equipment is as follows: 1. One (1) computer with Summons and Citation processing software and necessary internet connectivity; and 2. One (1) flat panel computer monitor for use by Court employees for CRIRL case processing purposes only; and 3. One (1) flat panel computer monitor for use by citation recipients to view photo enforcement incidents; and 4. One (1) color laser printer 5. One (1) copier. Services Agreement 7283 Traffic Camera System Page 34 of 34 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 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 party shall be liable to the non - defaulting party for the non -defaulting party'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. Services Agreement 7283 Traffic Camera System Page 4 of 34 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. 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 Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., at. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify 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 "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. Services Agreement 7283 Traffic Camera System Page 5 of 34 d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider 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. f. If Service Provider 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, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Soecial Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D", consisting of two (2) pages, Exhibit "E", consisting of one (1) page, and Exhibit "F", consisting of one (1) page attached hereto and incorporated herein by this reference. Services Agreement 7283 Traffic Camera System Page 6 of 34 APPRO�o TO FORM: Assistaoffj Attorney CITY OF FORT COLLINS, COLORADO a municipal corporation` By: K%� V Jams . O'Neill II, CPPO, FNIGP Direcldr of Purchasing and Risk Management Date: 1 Z_ RedFlex Traffic Systems, Inc By: 4LAXZy-1 d(// KAeE-t( rit-3LE PRINT F T If ESIDENT Date: 6 , ! lY /� ATTES (Corporate Seal) C PORATE SECRETARY Services Agreement 7283 Traffic Camera System Page 7 of 34 EXHIBIT A SCOPE OF SERVICES Service Provider agrees to provide the City with the following: Equipment, Camera Units: Two (2) mobile speed camera units (NOTE: Digital technology is the standard. Sports utility/van vehicles are to be replaced with a new vehicle every two model years). 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 150 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. 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 continuing operation of the pre-existing installations at the intersections of College and Drake, and Harmony and Timberline. 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. 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 Records Management System. This will include any costs incurred by the vendor for new computers or computer upgrades necessary to process the citations or citation information. The City will review system effectiveness annually, and submit any requests for necessary system upgrades to be provided by Service Provider through the City's designated Project Manager as part of the contract Renewal Letter process initiated by the City's Purchasing Department. 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. 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. Services Agreement 7283 Traffic Camera System Page 8 of 34 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 summons. 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 and red light camera results within fifteen (15) business days of the end of the calendar month. This report shall be sent to: Lt. Hal Dean Fort Collins Police Services P.O. Box 580 Fort Collins, Colorado 80522-0580 This report will include: Services Agreement 7283 Traffic Camera System Page 9 of 34