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Res 07-53 Authorizing an Agreement with TraffipaxTOWN OF WESTLAKE RESOLUTION NO. 07-53 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING AN AGREEMENT WITH TRAFFIPAX FOR THE PROVISION OF EQUIPMENT, PROCESSING, AND RELATED SERVICES TO ENABLE THE TOWN OF WESTLAKE TO USE RED LIGHT CAMERA SYSTEMS AND SPEED ENFORCEMENT SYSTEMS TO ENFORCE THE TOWN OF WESTLAKE TRAFFIC LAWS WHERE PERMISSIBLE. WHEREAS, the Town of Westlake desires to maintain a safe environment for motorists and pedestrians utilizing Westlake streets and thoroughfares; and WHEREAS, the Board of Aldermen have adopted Section 90-53 of the Code of Ordinances to itemize all approved traffic control signals used on town intersections; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. All matters stated in the Recitals above are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2. The Board of Aldermen of the Town of Westlake, Texas, hereby approves the contract with Traffipax, attached as Exhibit "A", for equipment, processing, and related services to enable the use of red light camera systems and speed enforcement systems; and further authorizes the Town Manager to execute the agreement on behalf of the Town of Westlake, Texas. PASSED AND APPROVED ON THIS 27TH DAY OF AUGUST 2007. ATTEST: Scott Bradley, Mayor Sutter TRMC, Town Secretary APPROVED AS TO FORM: MW Trent O. Petty, To ager frc� nuF len sysreras o 'bot I VISUAL SYSTEMS Traffipax Agreement with Town of Westlake, TX for Photo Enforcement Services THIS AGREEMENT ("Agreement") made and entered into this 2 day of 46w� IM17 is by and between the Town of Westlake, Texas(hereinafter "CITY"), a municipal Corporation located in Tarrant County and Traffpax, Inc. (hereinafter "CONTRACTOR") a corporation organized under the laws of the State of Maryland and authorized to do business in Texas. WITNESSETH Whereas, the CITY desires to contract for the provision of equipment, processing, and other services to enable it to use red light camera systems and speed enforcement systems (hereinafter collectively "System") to enforce its traffic laws where permissible; Whereas, the Police Department and City Commissioners find that the use of an automated traffic enforcement system will benefit the public's health, safety, and welfare; Whereas, the CONTRACTOR holds itself out to the CITY as having the expertise and experience to furnish, install, operate, and maintain automated red light enforcement systems (hereinafter "Red Light System) and photo speed enforcement systems (hereinafter "Speed System") and related services; and Now therefore, for and in consideration of mutual promises and covenants contained herein, the sufficiency of which is mutually acknowledged, the parties hereto agree as follows: ARTICLE 1: ACCEPTANCE OF CONTRACT This Agreement, including all Exhibits attached hereto, contains the entire understanding of the parties. Accordingly, the Agreement supersedes any prior commitments, promises, and/or negotiations between the parties unless otherwise provided herein, and it may be amended only in writing, as agreed by theparties. ARTICLE 2: SCOPE OF WORK In accordance with the terms of this Agreement, the CONTRACTOR shall furnish and install all units, labor, materials, equipment, and maintenance related to the installation and ongoing operation of the System, whether it be a Red Light System, a Speed System, or both, and its associated services in the CITY. CONTRACTOR will collect payments from the public on the civil citations, including having the option to pursue civil suits for non-payment of citations. The exact materials, equipment, and services to be provided by the CONTRACTOR to the CITY under this Agreement are described in greater detail in the document attached hereto as Exhibit A. ARTICLE 3: EQUIPMENT 3.1 CONTRACTOR will install Red Light Systems on mutually agreed upon approaches. The parties may agree from time to time to add, subtract, or modify locations where the Red Light System shall be installed and maintained. The addition, subtraction, or modification of sites will be reduced to writing and be considered an amendment to this contract. A Red Light System installed at a new location shall be in operation for a minimum of five years at that location, unless the parties agree otherwise in writing. trf� auc I TMRK� Y srsrs r 'bot o VISUAL SYSTEMS 3.2 Each Red Light System operated by CONTRACTOR shall provide the CITY with rear license plate photos, and a wide-angle intersection view capable of showing the violator vehicle both before and after entering the intersection. All installation, maintenance, services, and repairs on the Red Light Systems are included in the established fee for the Systems. 3.3 CONTRACTOR will provide, operate, and maintain Speed Systems to be installed or operated at mutually agreed upon locations. Speed Systems will only be deployed and operated by CONTRACTOR if the CITY has concluded that current statutes and/or legislation allows for such. 3.4 All equipment, including equipment lent to City personnel to affect the photo enforcement process, shall remain the property of the CONTRACTOR. ARTICLE 4: CHANGE OF LOCATION If the CONTRACTOR deems that traffic violations at a particular chosen location fall to a level that does not warrant the System, upon agreement between the parties, the equipment, at the expense of CONTRACTOR, may be moved to a new location. In the event that the CITY and the CONTRACTOR cannot agree on an alternate plan, which allows profitable operation of the system, the CONTRACTOR reserves the right to suspend installation of additional equipment and/or discontinue the program and remove the hardware, forfeiting the termination fee outlined below in ARTICLE 10. ARTICLE 5: SIGNAGE The CITY shall provide all required automated enforcement signage prior to each enforced intersection as required byState law. ARTICLE 6: EQUIPMENT AND SERVICE FEE The CITY agrees to pay CONTRACTOR a fee for the operation and maintenance of the System, for the supply of notice processing services and related services, all in accordance with the fee schedule attached hereto as Exhibit B. This fee may be adjusted in anextension ofthis agreement from time to_tune_ f_mutually_agreed_upon_in_wTi -to ...__... account for increases in labor and operating costs or changes in legislation. ARTICLE 7: VIOLATION DETERMINATION CONTRACTOR will be responsible for preparing civil citations to be reviewed and approved by the CITY to enforce regulations relating to traffic violations. ARTICLE 8: REVENUES and INVOICES 8.1 Revenues are to be accounted for in accordance with generally accepted accounting principles. CONTRACTOR will provide a monthly report to the CITY in a form reasonably agreed upon with the CITY Finance Department. 8.2 All revenue from citations will be deposited in an account designated by the CITY. All payments will be sent to the CONTRACTOR or to a bank lock -box set up by the CONTRACTOR, who will record the payments and then deposit the funds in a CITY - specified account on a daily basis. The CONTRACTOR will then invoice the CITY on a monthly basis for the amount owed to the CONTRACTOR for these violations. The CITY shall pay the Contractor within thirty days of receipt of a correct invoice. ARTICLE 9: TERM, RENEWAL AND TERMINATION trotTAAFFK SAFETY SYSTEMS 9.1 i rI VISUAL SYSTEMS vv `�� 077 The term of this Agreement shall be for a period of 5 years, beginning TE and shall be renewable on an annual basis for up to four additional, one year terms. 9.2 The annual renewal option of this Agreement shall be considered executed when both parties sign an addendum as shown in Exhibit C. 9.3 Should the CITY elect to add additional Systems, they shall be included within the current term and shall be subject to the same terms. 9.4 Notwithstanding anything contained in this Agreement to the contrary, if for any reason either red light enforcement systems or automated speed enforcement systems are no longer legally enforceable by State law, or if legislation or court decisions makes it reasonably impossible to operate these systems as originally contemplated by the parties, the Agreement may be terminated by the CITY upon providing CONTRACTOR with 90 days written notice of termination. In such case, CONTRACTOR agrees to terminate this Agreement and retains the right to remove the entire System within 90 days of the receipt of any such notice ARTICLE 10: WARRANTY CONTRACTOR warrants that the goods and services supplied hereunder will be of good workmanship and of proper materials, free from defects and in accordance with the manufacturer's specifications. CONTRACTOR shall perform its services with care, skill, and diligence, in accordance with the applicable professional standards currently recognized by such profession, and.shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all services furnished under the Agreement. CONTRACTOR shall comply with all applicable federal, state, and local laws, ordinances, codes, and regulations in performing its services. If CONTRACTOR fails to meet applicable professional standards, CONTRACTOR shall without additional compensation, correct or revise any errors or deficiencies. ARTICLE 11: COMPLIANCE WITH LAWS CONTRACTOR shall comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes (including procurement or required permits or certificates) in CONTRACTOR's performance under this Agreement, irrespective of whether a specification is famished. This includes any applicable state or local law, rule or regulation affecting safety and health. CONTRACTOR agrees to defend, indemnify, and hold harmless the CITY, its officials, officers, agents, and employees, for any loss, damage, penalty, fine, or liability sustained because of a CONTRACTOR noncompliance with this Agreement or provisions under the law. ARTICLE 12: INSURANCE 12.1 CONTRACTOR shall procure and maintain throughout the duration of the agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with products, materials, Systems, and services supplied to the CITY. 12.2 A reputable insurance company qualified to conduct business in the United States, shall provide the above insurance. The insurance shall be maintained in full force and effect during the term of this Agreement and shall protect CONTRACTOR and its employees trf dip , �� S 'bot I VISUAL SYSTEMS from claims for damages for personal injury and wrongful death and for damages to property arising in any manner from negligent acts or omissions of CONTRACTOR or its employees in the performance of the services covered herein. ARTICLE 13: INDEMNIFICATION CONTRACTOR agrees to indemnify, defend, save, and hold harmless the CITY, its agents, assigns, employees, officers, and officials from and against all claims, demands, liabilities, suits, judgments, decrees, losses, costs, and expenses of any kind or nature whatsoever (including attorneys fees and costs), which may be incurred on account of injuries to or death of any person or persons or damage to any property occurring directly or indirectly from, or which may in any way be related to, negligent or willful misconduct of CONTRACOTR or any of its employees, agents, servants, associates, or subcontractors however such injuries or death or damage to property may be caused. ARTICLE 14: REMEDIES CONTRACTOR and the CITY agree that both parties have all the Uniform Commercial Code rights, duties, and remedies available as well as all remedies allowed by law and the Agreement. ARTICLE 15: EQUAL EMPLOYMENT OPPORTUNITY CONTRACTOR agrees that on the selection of any subcontractor or the use of workmen or employees that he will not in any way discriminate against any person, company, or corporation due to race, nationality, or origin. ARTICLE 16: NOTICES Any and all notices required by this Agreement shall be forwarded by facsimile and certified mail to the following address and facsimile number. Traffipax Town of Westlake - CITY 514 Progress Drive 3 Village Circle, Suite 202 Suite D=E . _ Westlake, TX 7,62,62 . Linthicum, Md. 21090 Fax: 817-430-1812 Fax: 443-367-0012 ARTICLE 17: GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of Maryland. ARTICLE 18: WINDING DOWN Upon termination of this Agreement, the parties recognize that the CITY will have to deal with traffic law violations in the "pipeline," and that CONTRACTOR must accordingly assist the CITY in this regard. Accordingly, the parties shall take the following actions, and shall have the following obligations, which survive termination during the wind -down period: o CITY shall not generate further images to be processed o Unless directed by the CITY not to do so, CONTRACTOR shall continue to process all images taken on behalf of the CITY before termination and provide all services associated with processing in accordance with this Agreement and tr�f��p TMF l SAFETY SYSTEMS 'bot I VISUAL SYSTEMS shall be due the fee specified in the Agreement as if the Agreement were still in effect. o At termination, CONTRACTOR shall forward to the CITY all images and shall continue to do so during the wind -down period. ARTICLE 19: ASSIGNMENT OF AGREEMENT Notwithstanding anything to the contrary in this agreement, the CONTRACTOR shall have the right to make, without the CITY's consent, any assignment of this Agreement to: (a) a parent, subsidiary, affiliate, or division of the CONTRACTOR; (b) any entity with which or into which the CONTRACTOR may consolidate or merge; or (c) any entity acquiring all or substantially all of the assets of the CONTRACTOR. The CONTRACTOR shall notify the City within 60 calendar days of any assignment of the Agreement. ARTICLE 20: CONFIRMATION AND AUTHORITY 20.1 The CITY and CONTRACTOR for themselves and their successors, executors, administrators, and assigns agree to the full performance of this Agreement 20.2 The person signing below on behalf of CONTRACTOR certifies that she or he is an agent of CONTRACTOR possessed of authority to bind CONTRACTOR to this Agreement. TOWN of WESTLAKE, TEXAS Approved: Town� ?Or7 Date Traffipax Inc Al en Shu , President Date t� ' �i�p I Ta4RiiC to ' SYSTG r6bot I VISUAL SYSTEMS Traffipax Agreement with The Town of Westlake, Texas for Photo Enforcement Services EXIHBIT A Fees: Traffipax compensation for services is calculated based on a fee per activity for each incident. An incident is defined as when a vehicle passes the white line at an intersection after a red signal has activated on the traffic light. The calculation for determining the monthly fee is shown in Table A below and is based on the total number of incidents processed in the month along with the related activities for each incident. Each activity carries a fee of $6.00. The maximum Traffipax fee per citation amounts to $30.00. The activity based fees are inclusive of all Traffipax fees for the program including provision, installation and maintenance of all equipment. Table A: Fee structure Activity Fee Incident capture and initial review $6.00 Registration retrieval $6.00 Police review of citations $6.00 Citation mailing $6.00 Payment processing and customer service $6.00 Activity descriptions Incident capture and initial review: Traffipax will provide digital camera systems capable of reliably capturing crystal clear, color photographs of the rear of vehicles whose drivers commit red light violations. A processor will review each incident and make a determination as to whether there was, an actual violation or an exception. An exception is an incident which does not meet City established criteria for a violation. Exceptions are categorized into controllable exceptions and uncontrollable exceptions. Controllable exceptions include all issues that are equipment related and therefore the fault of Traffipax (see controllable exceptions list below). Traffipax will process all actual violations using web -based software. Included in each citation will be: • DATE • LOCATION CODE • AMBER TIME • RED TIME (time into the red phase) • IMAGE NUMBER/UNIQUE IDENTIFIER •LANE - DIRECTION OF TRAVEL • CAMERA ID Traffipax Inc. 514 Progress Drive, Suite D -E Linthicum, MD. 21090 T- 443-367-0007 F-443-367-0012 tr' ffip TAAFFJC SAFETY SYSTEMS 'bot o I VISUAL SYSTEMS Registration retrieval: For each processed incident, Traffipax will retrieve registered owner information from the Department of Motor Vehicles (DMV). Police review of processed incidents: Police Department personnel will access the web - based Traffipax software to review each incident which has been processed by Traffipax personnel and staged as a pending violation record for review. Police personnel will either accept or spoil each pending violation record. Citation Mailing: Upon police approval, each pending violation record becomes an actual violation and a citation prints with the police approvers signature electronically appended. The citations will be mailed (and will include a return payment envelope). Each citation shall include, among other items, a minimum of three (3) images showing the vehicle entering the intersection with the controlling traffic signal red, the vehicle in the intersection with the controlling traffic signal red, and a close-up view of the rear of the vehicle with license plate. All citations will be mailed within a City -specified timeframe. Traffipax will mail a second and third notice for those citations which are not paid or responded to within the City -specified time period. Process payments and customer service: Traffipax will collect all payments whether by check or electronic payment and deposit them into a City owned bank account. Traffipax will provide response to all public inquiries regarding the program, and will provide a toil -free 800 number for citizens to call with questions about their citations. Traffipax ensures that all inquiries are handled quickly and professionally. After the third payment notice, Traffipax may commence collections in accordance with guidelines agreed upon by the City. (Collection activities will be determined at a later date. There will be additional fees for collection activities beyond the mailing of the two payment reminder notices. Actual fees for additional collection activities will be determined at a later date upon completing scope clarification with the City). Traffipax will schedule and coordinate administrative hearings for those citizens who wish to challenge their citation. This will include providing the hearing officer with an evidence packet containing all background materials pertinent to the appeal prior to the scheduled hearing date. Late Fees Traffipax recommends charging late fees to encourage prompt payment for those citations which are unpaid after 30 days. Traffipax will engage in collection activities approved by the City in order to ensure the maximum number of citation payments are collected. Traffipax will receive 60% of the late fees as compensation for collection activities. Court costs are the sole possession of the City and are NOT shared. Traffipax Inc. 514 Progress Drive, Suite D -E Linthicum, MD. 21090 T- 443-367-0007 F- 443-367-0012 v I �Tlp► TRAFFIC SAFETY SYSTEMS i robot I VISUAL SYSTMAS Cost Neutrality Guarantee Traffipax will be responsible for all up -front costs of the program. Payments to Traffipax for services provided will begin 2 months after cameras start issuing citations so that the City can accrue funds to pay Traffipax for its services. If any given month, the payment to Traffipax exceeds the gross monthly revenue collected by the City in that month, Traffipax will reduce its monthly fee to the amount collected by the City. The City will repay the shortage in following months as monthly revenue allows. 90 Day Clause TPX will allow the Town of Westlake 90 days to cancel this contract from the signature date. TPX will not charge the Town of Westlake any monies or cancellation fees to do so as long as TPX has not spent any funds in program initialization. TPX further guarantees to inform Westlake before spending any TPX funds in writing prior to program inception. Payment of Invoices Traffipax will submit an invoice for the previous month's activity to the designated City contact by the 7t' business day of each month. Traffipax requests payment within 30 days following the submission of an invoice. If payments are not made within 30 days, Traffipax charges a late fee of 1% per month of the outstanding total balance overdue. Maintenance Traffipax will maintain all installed photo enforcement systems and associated equipment in good working order. Traffipax will respond to any notification of equipment failure within 24 hours and return to service the affected equipment within an additional 48 hours or advise the City of the reason for delay in returning the equipment to service. Failure of equipment due to knockdown, vandalism or other damage beyond the control of Traffipax shall not be subject to the above requirements, however, Traffipax will make best efforts to return equipment to service based on the extent of damage. Reporting Traffipax will keep true and accurate records of revenue and expenses along with associated program statistics. Traffipax will provide access to our web -based reporting module so that all aspects of the program can be tracked on a daily basis from performance through finance. City personnel can access this report module over the Internet anytime through our intranet site with a secure log -on. Traffipax will also provide the City with traditional hard copy reports on a monthly and quarterly basis as well as a comprehensive annual report. Traffipax Inc. 514 Progress Drive, Suite D -E Linthicum, MD. 21090 T- 443-367-0007 F-443-367-0012