HomeMy WebLinkAbout4572 Resolution - Verra Mobility PSA for Red Light Safety CamerasResolution – PSA - Red Light Safety Cameras - 1
RESOLUTION NO. 4572
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE A
PROFESSIONAL SERVICES AGREEMENT WITH VERRA MOBILITY FOR
RED LIGHT SAFETY CAMERAS WITH ENHANCED VIDEO SERVICES.
WHEREAS, the City of Pasco (City) Washington, and Verra Mobility, entered into an
exclusive agreement for a photo enforcement traffic program on November 20, 2018; and
WHEREAS, the City and Verra Mobility, entered into a First Amendment to the exclusive
agreement for photo enforcement allowing for a month-to-month term on April 15, 2024; and
WHEREAS, the City completed a red light camera study to evaluate the effectiveness of
automated enforcement and the effect to traffic safety; and
WHEREAS, the City desires to continue a photo enforcement program to enforce traffic
violations in accordance with Washington Rev. Code §46.61.050, , §46.61.055, §46.63.210, et
seq., and local ordinance Chapter 10.31.
WHEREAS, the City Council of the City of Pasco, Washington, has after due
consideration, determined that it is in the best interest of the City of Pasco to enter into a
Professional Services Agreement with Verra Mobility for Red Light Safety Cameras with
Enhanced Video Services.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PASCO, WASHINGTON:
That the City Council of the City of Pasco approves the terms and conditions of the
Professional Services Agreement between the City of Pasco and Verra Mobility as attached hereto
and incorporated herein as Exhibit A.
Be It Further Resolved, that the Interim City Manager of the City of Pasco, Washington,
is hereby authorized, empowered, and directed to execute said Professional Services Agreement
on behalf of the City of Pasco; and to make minor substantive changes as necessary to execute said
Agreement.
Be It Further Resolved, that this Resolution shall take effect immediately.
Resolution – PSA - Red Light Safety Cameras - 2
PASSED by the City Council of the City of Pasco, Washington, on this 3rd day of March,
2025.
_____________________________
Pete Serrano
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Debra Barham, MMC Kerr Ferguson Law, PLLC
City Clerk City Attorneys
PROFESSIONAL SERVICES AGREEMENT: RED LIGHT SAFETY CAMERAS WITH
ENHANCED VIDEO SERVICES:
This Photo Enforcement Services Agreement includes the attached Exhibits (“Agreement”) and is made by
and between American Traffic Solutions, Inc., doing business as Verra Mobility, (“Verra Mobility”) and the
City of Pasco, Washinton, a municipal corporation (“Customer”).
WHEREAS, Customer desires to implement a photo enforcement program to enforce traffic
violations (the “Program”) in accordance with Washington Rev. Code §46.61.050, §46.61.050 and 46.61.055
and local ordinance Chapter 10.31.
WHEREAS, Verra Mobility has the exclusive possession and ownership of the Back-office System
“BOS”, including certain knowledge, equipment, licenses, and the processes for processing Events;
WHEREAS, Customer selected Verra Mobility to provide services to implement and carry on the
Customer's Program;
WHEREAS, Customer desires to use the Camera Systems together with the BOS to monitor and
enforce traffic Violations and to issue Citations for traffic Violations as part of its Program;
WHEREAS, Customer has determined that it has the authority to enter into this Agreement in
compliance with the laws, regulations, and policies applicable to it, including procurement laws, regulations,
and policies.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby
admitted and acknowledged, the parties agree as follows:
By signing below, the parties agree to the terms and conditions of this Agreement. Each individual signing
below represents that such individual has the requisite authority to execute this Agreement on behalf of the
entity which such individual represents and that all the necessary formalities have been met. This Agreement is
effective on the date of execution by the last signatory to this cover page (“Effective Date”).
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC. CITY OF PASCO, WASHINGTON
By:
By:
Name: Jon Baldwin
Title: Executive Vice President
Date Name:
Title:
Date
ATTEST:
By:
Name:
Title:
I. DEFINITIONS
As used in this Agreement, the following words and terms shall, unless the context otherwise requires, have
the respective meanings provided below:
h
“Approach”: One (1) direction of travel on a road including up to four (4) contiguous lanes and, if applicable
controlled by up to two (2) signal phases, on which a Camera System may be installed upon the mutual
agreement of the parties.
“Back -Office System” or “BOS”: The proprietary back-end system that processes Events and Violations,
including the printing and mailing of Citations, the generation of evidence packages, and that provides system
generated reports of Violation counts.
“Business Hours”: Eight (8) hours per day, Monday through Friday, excluding weekends and holidays.
“Business Rules”: The Business Rules Questionnaire to be completed by Customer and delivered to Verra
Mobility setting forth the business rules for the implementation and operation of the Program.
“Camera System” or “Camera”: A photo-traffic monitoring device consisting of one (1) rear camera, strobe
(if applicable), and traffic monitoring device (including the wiring associated with each) capable of accurately
detecting a Violation, which records such data with one (1) or more images of such vehicle. “Camera System”
may refer to either a Red Light Safety Camera System or a Fixed Speed, Mobile (vehicle), or Transportable
Speed Safety Camera System, depending on the context.
“Change Order Notice”: Written notice from Customer requesting changes to the work required to be
performed or the addition of products or services to those required pursuant to the terms of this Agreement,
setting forth in reasonable detail the proposed changes.
“Change Order Proposal”: A written statement from Verra Mobility describing the cost of the changes to
the work or addition of products or services requested by Customer in a Change Order Notice.
“Citation”: A citation, notice of violation, notice of infraction, notice of liability or equivalent instrument
issued by a competent state, county or municipal law enforcement agent or agency or by a court of competent
jurisdiction relating to a Violation documented or evidenced in the BOS.
“Designated Safety Zone”: A designated safety zone in which a Camera System may be installed or deployed.
“Event”: A potential Violation captured by the Camera System.
“Fees”: The amount payable by Customer to Verra Mobility for equipment, services, and maintenance as set
forth in EXHIBIT A.
“Fixed Speed Safety Camera System”: A Camera System that uses radar, or other vehicle detection
technology, to capture the speed of a motor vehicle and generates recorded images of a Event and is installed
on a mutually agreed upon Approach.
“Laws”: All federal, state, or local, laws, ordinances, regulations, and orders.
“Mobile Speed Safety Camera System”: A Camera System, which is capable of capturing speed Events,
installed in a Verra Mobility-provided vehicle.
“Notice to Proceed”: Written confirmation from Customer that Verra Mobility may proceed with the
installation or deployment of a given Camera System, a form of which is attached as EXHIBIT C.
“Owner”: The owner(s) of a motor vehicle as shown by the motor vehicle registration records of the motor
vehicle department or the analogous agency of another state or country, including a lessee of a motor vehicle
under a lease of six months or longer.
“Paid Citation”: A situation where the Person cited has paid any portion of the penalty, fine, funds, fees or
costs associated with the particular Citation.
“Person” or “Persons”: Any individual, partnership, joint venture, corporation, limited liability company,
trust, unincorporated association, governmental authority or political subdivision thereof or any other form of
entity.
“Photo Enforcement Infrastructure”: The poles, foundation, conduit, and other below-grade infrastructure
associated with installing Camera Systems.
“Project Time Line”: The initial schedule and timelines required to begin the implementation of Customer’s
project, as mutually agreed upon by the parties. The initial project timeline will be prepared assuming the active
cooperation and engagement of the Program stakeholders set forth in Section 2.1.1 of EXHIBIT B.
“Red Light Safety Camera System”: A Camera System that uses vehicle detection technology to capture a
vehicle traversing a red light traffic signal and generates recorded images of an Event and is installed on a
mutually agreed upon Approach.
“System”: A Camera System and the related Photo Enforcement Infrastructure.
“Transportable Speed Safety Camera System”: A Camera System, which is capable of capturing speed
Events, capable of being moved from a Designated Safety Zone to another.
“Violation”: A failure to obey an applicable traffic law or regulation related to a failure to obey a traffic signal
or related to operating a motor vehicle in excess of the posted speed limit, as determined in Customer’s sole
discretion.
II. GENERAL TERMS AND CONDITIONS
1. VERRA MOBILITY AGREES TO PROVIDE:
The scope of work identified in EXHIBIT B, Section 1.
2. CUSTOMER AGREES TO PROVIDE:
The scope of work identified in EXHIBIT B, Section 2.
3. TERM:
This Agreement shall commence upon the Effective Date and shall continue for a term of five (5) years from
the Effective Date. This Agreement will automatically extend for up to two consecutive two (2) year terms.
However, Customer or Verra Mobility may terminate this Agreement at the expiration of any term by
providing written notice of its intent not to extend the Agreement one hundred twenty (120) days prior to
the expiration of the then-current term.
4. FEES AND PAYMENT:
4.1 Customer shall pay for all equipment, services and maintenance based on the fee schedule indicated in
EXHIBIT A, Service Fee Schedule 1.
4.2 Invoices shall be in standard Verra Mobility format and provided electronically.
4.3 Customer shall pay all Fees due Verra Mobility based upon invoices from the preceding month within
thirty (30) days of submission. Late payments may be subject to interest calculated at 1.5% per month
on open balances.
4.4 Verra Mobility’s Fees will be fixed for the first twelve (12) months invoiced of the Agreement;
thereafter, unit prices will increase annually by the Consumer Price Index (CPI), according to the
average change during the prior twelve (12) months in the CPI for All Urban Consumers (CPI-U) for
U.S. Consumer average, as published by the Bureau of Labor Statistics, U.S. Department of Labor for
the Services category listed under Commodity and Service Group.
5. COMMUNICATION OF INFORMATION:
Verra Mobility will comply with reasonable requests from Customer for information obtained by Verra
Mobility through operation of the Camera Systems or the BOS. Verra Mobility reserves the right to assess a
fee for such services if such information is requested by a third-party or if Customer could retrieve the
information from the BOS without the assistance of Verra Mobility. Verra Mobility will not be under any
obligation to provide information directly to non-Customer requesting parties. For any non-Customer
requests for information, Verra Mobility shall work collaboratively with Customer to provide requested
information in a timely manner to Customer. Nothing in this paragraph shall be construed contrary to the
terms and provisions of any public records laws, insofar as they may be applicable.
6. CONFIDENTIALITY:
No information given by Verra Mobility to Customer will be of a confidential nature, unless specifically
designated in writing as proprietary or confidential by Verra Mobility (“Verra Mobility Confidential
Information”). If, however, Verra Mobility does designate certain information as proprietary or confidential,
Customer shall treat the Verra Mobility Confidential Information with the same degree of care and same
restrictions as Customer treats its own proprietary and confidential information, but in no event with less
than reasonable care and reasonable restrictions. Customer will use Verra Mobility Confidential Information
solely in connection with its rights and obligations under this Agreement, and will not use Verra Mobility
Confidential Information for any other purpose, including but not limited to any use to harm or injure Verra
Mobility or in any other way detrimental to Verra Mobility. If Customer receives a request or becomes legally
obligated or compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative
demand, other demand or request by a governmental agency, or the application of statutes, rules or
regulations) to disclose any of the Verra Mobility Confidential Information, Customer will promptly provide
Verra Mobility with written notice of such request or requirement before any disclosure, and will cooperate
with Verra Mobility’s reasonable efforts to obtain confidential treatment of the Verra Mobility Confidential
Information. If a protective order or other confidential treatment is not obtained or if Verra Mobility waives
its rights under this paragraph, Customer agrees to furnish only so much of the Verra Mobility Confidential
Information as it is legally required to furnish and to exercise its best efforts to obtain written assurances that
confidential treatment will be accorded to the Verra Mobility Confidential Information. Customer will give
Verra Mobility an opportunity to review the Verra Mobility Confidential Information prior to its disclosure,
and Customer will allow Verra Mobility to participate in any related proceeding. Nothing in this paragraph
shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be
applicable.
7. PROPRIETARY RIGHTS:
7.1 Back Office: Verra Mobility’s proprietary BOS is software-as-a-service. Under all circumstances, Verra
Mobility shall retain ownership of the BOS, including any modifications, configurations, improvements,
enhancements, upgrades, or further developments of the BOS, even if modified, configured, improved,
enhanced, upgraded, or further developed at the request, feedback, or recommendation of the Customer.
Under no circumstance will any modifications, configurations, improvements, enhancements, upgrades, or
further developments of the BOS be considered “Work for Hire”. During the term of our Agreement with
Customer, Verra Mobility grants Customer a non-exclusive, non-transferable, revocable license to access
and use the BOS for the sole purpose of Customer performing its obligations under this Agreement.
7.2 Systems: Under all circumstances, Verra Mobility shall retain ownership of all Camera Systems. On and as
of the date of termination of this Agreement, Customer shall be deemed to accept and receive full ownership
and control of the Photo Enforcement Infrastructure.
7.3 Public Safety Campaign and Public Awareness: As between the parties, Verra Mobility owns and retains all
rights, title and interest in and to the Public Safety Campaign Content, if any, created by Verra Mobility and
all intellectual property rights therein, excluding all Customer Content. “Public Safety Campaign Content”
means all content, trademarks, service marks, works of authorship, products, software, software code,
databases, technology, information, data, specifications, documentation, algorithms, technical and business
plans, and other materials of any kind, and all intellectual property rights therein produced by Verra Mobility
for a Public Safety Campaign pursuant to EXHIBIT B. Verra Mobility grants to Customer a perpetual,
revocable, non-transferable, and non-exclusive license to use, copy, display, and distribute the Public Safety
Campaign Content solely to promote Customer’s photo enforcement programs, and to modify the Public
Safety Campaign Content as needed for formatting for exercise of the license granted.
7.4 In order to produce the Public Safety Campaign Content, Customer grants Verra Mobility a nonexclusive,
fully paid-up, license to use, reproduce, distribute, perform, practice and display, and to create derivatives
of all content, trademarks, service marks, works of authorship, products, software, software code, databases,
technology, information, data, specifications, documentation, algorithms, technical and business plans, and
other materials of any kind, and all intellectual property rights therein provided to Verra Mobility
(“Customer Content”) solely for Verra Mobility to (i) create the Public Safety Campaign Content, and (ii)
provide services to Customer. Customer has the ability to approve use of any Customer Content in the
Public Safety Campaign Content. In order to carry out the purposes of this Agreement, for the term of this
Agreement, Verra Mobility grants Customer a non-exclusive, non-transferable, revocable license to use and
display Verra Mobility information provided by Verra Mobility on or in marketing, public awareness or
education, or other publications or materials relating to the Program, so long as any and all such publications
or materials are approved by Verra Mobility in advance of use.
7.5 Data Use: Verra Mobility shall retain the ownership rights to all metadata, business intelligence, or other
analytics obtained, gathered, or mined by Verra Mobility from the data captured by the Camera Systems and
the BOS, [including through the Enhanced Video Services if applicable, as defined in EXHIBIT B].
Furthermore, Verra Mobility has a right to use non-personalized and aggregated Program data for its internal
business purposes, analytics, statistical analysis, and to perform analyses which would further Customer’s
Program.
7.6 Public Disclosure: Verra Mobility Corporation, the ultimate parent company in the corporate family, is a
public company registered with the U.S. Securities and Exchange Commission (SEC) with shares of its
common stock listed on the NASDAQ. Nothing in this Agreement shall be construed to limit Verra
Mobility’s or Verra Mobility Corporation’s ability to comply with our disclosure obligations as interpreted
by our attorneys and accountants under applicable, laws, rules, and regulations of the SEC or the NASDAQ.
8. INDEMNIFICATION AND LIABILITY:
8.1 Indemnification by Verra Mobility. Verra Mobility agrees to indemnify Customer and its managers, officers,
directors, employees, agents, representatives and successors (individually, a “Customer Party” and
collectively, the “Customer Parties”) against all liabilities, obligations, losses, damages, penalties and
judgments (collectively, “Losses”), which may be imposed on or incurred by any Customer Party arising out
of or related to the gross negligence of, willful misconduct of, or material breach of this Agreement by Verra
Mobility, which results in death or bodily injury to any natural person (including third parties) or any damage
to any real or tangible personal property (including the personal property of third parties), except to the
extent caused by the gross negligence of, willful misconduct of, or material breach of this Agreement by any
Customer Partyany claim, action or demand (a “Claim”) caused by Customer's failure to perform its
obligations under this Agreement.
8.2 Indemnification by Customer. Customer hereby agrees to indemnify Verra Mobility and its affiliates,
shareholders or other interest holders, managers, officers, directors, employees, agents, representatives and
successors, permitted assignees and all Persons acting by, through, under or in concert with them
(individually, an “Verra Mobility Party” and collectively, the “Verra Mobility Parties”) against all claims,
losses, damages, suits and expenses, including reasonable attorneys’ fees and costs, to the extent the claims
arise out of, or result from, the performance of this Agreement by the Customer which results in death or
bodily injury to any natural person (including third parties) or any damage to any real or tangible personal
property (including the personal property of third parties), except (a) to the extent caused by the gross
negligence of, willful misconduct of, or material breach of this Agreement by any Verra Mobility Party or (b)
any Claim caused by Verra Mobility's failure to perform its obligations under this Agreement.
8.3 Indemnification Procedures. In the event of any Claim in respect of which any party hereto seeks
indemnification from the other, the party seeking indemnification (the "Indemnified Party") shall give the
party from whom indemnification is sought (the "Indemnifying Party") written notice of such Claim
promptly after the Indemnified Party first becomes aware thereof; provided, however, that failure to give
such notice shall not preclude indemnification with respect to such Claim except to the extent of any
additional or increased Losses or other actual prejudice directly caused by such failure. The Indemnifying
Party and the Indemnified Party shall cooperate in the defense or settlement of any Claim and no party shall
have the right to enter into any settlement agreement that materially affects the other party's material rights
or material interests without such party's prior written consent, which consent shall not be unreasonably
withheld or delayed.
8.4 Limited Liability. In no event shall Verra Mobility’s liability under this Agreement exceed the greater of
$1,000,000 or the average of the prior twelve (12) months of Fees paid by Customer pursuant to this
Agreement. Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the
other, by reason of any representation or express or implied warranty, condition or other term or any duty
at common or civil law, for any indirect, incidental, special, or consequential damages, or lost profits, lost
fines, or lost data however caused and on any theory of liability, arising out of or relating to this Agreement.
9. INSURANCE:
Verra Mobility shall maintain the following minimum scope and limits of insurance:
9.1 Commercial General Liability Insurance including coverage for bodily injury, property damage, premises
and operations, products/completed operations, personal and advertising injury, and contractual liability
with a combined single limit of $1,000,000 per occurrence.
9.2 Workers’ Compensation as required by applicable state law, and Employer’s Liability Insurance with limits
of not less than $500,000 each accident. Verra Mobility shall at all times maintain Worker’s Compensation
insurance coverage in the amounts required by Law, but shall not be required to provide such coverage
for any actual or statutory employee of Customer.
9.3 Commercial Automobile Liability Insurance for all owned, non-owned and hired automobiles and other
vehicles used by Verra Mobility with a minimum $1,000,000 per occurrence combined single limit bodily
injury and property damage.
9.4 Customer shall be named as additional insured on the comprehensive general liability policies provided
by Verra Mobility under this Agreement.
9.5 Certificates showing Verra Mobility is carrying the above-described insurance shall be furnished to
Customer within thirty (30) calendar days after Customer request.
Customer shall maintain the following minimum scope and limits of insurance:
9.6 Commercial General Liability insurance including coverage for bodily injury, property damage, premises
and operations, products/completed operations, personal and advertising injury, and contractual
liability.
9.7 Worker’s Compensation coverage as required by applicable state law and Employer’s Liability Insurance.
9.8 Business Automobile Liability Insurance coverage for automobiles and all installed equipment, on any
automobiles driven by Customer employees or contractors, including the Mobile Speed Safety Camera
Systems. Coverage will include liability and collision damage and shall provide 100% coverage.
9.9 Customer will provide certificates of insurance, listing Verra Mobility as an additional insured on Business
Automobile Liability Insurance. If self-insured, the Customer will maintain coverages sufficient to cover
any liability specified above that may arise from the performance of this Agreement and show evidence
of such. If Customer fails to meet the above insurance requirements, Verra Mobility reserves the right to
procure such insurance and bill the Customer.
10. LIMITED WARRANTY:
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT VERRA MOBILITY MAKES NO
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE,
WITH RESPECT TO THE CAMERA SYSTEMS, THE BOS, OR ANY RELATED EQUIPMENT OR
SOFTWARE, OR WITH RESPECT TO THE RESULTS OF THE PROGRAM. THE CUSTOMER
ACKNOWLEDGES THAT AT TIMES SUCH SYSTEMS AND RELATED EQUIPMENT AND
SOFTWARE MAY MALFUNCTION OR OTHERWISE NOT OPERATE AS ANTICIPATED. VERRA
MOBILITY SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY SUCH MALFUNCTION IN A
TIMELY MANNER.
11. STATE LAW TO APPLY:
This Agreement shall be construed under and in accordance with the laws of the State of Washington.
12. DISPUTE RESOLUTION:
12.1 All disputes arising out of or in connection with the Agreement shall be attempted to be settled through
good-faith efforts between senior management of both parties. Following thirty (30) days of
unsuccessful negotiation, the parties shall participate in professionally-assisted mediation, with a
mediator acceptable to both parties. The parties agree to discuss their differences in good faith and to
attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The
mediation will be treated as a settlement discussion and therefore will be confidential. The mediator
may not testify for either party in any later proceeding relating to the dispute. No recording or
transcript shall be made of the mediation proceedings. Each party will bear its own costs in the
mediation. The fees and expenses of the mediator will be shared equally by the parties.
12.2 Failing resolution through negotiation or mediation, any remaining dispute shall be submitted to
binding arbitration in accordance with the Arbitration Rules for Professional Accounting and Related
Services Disputes of the American Arbitration Association (“AAA Rules”) before a single arbitrator.
The place of arbitration will be mutually agreed upon within fourteen (14) days of a decision to seek
arbitration. Limited discovery will be permitted in connection with the arbitration upon agreement of
the parties and upon a showing of substantial need by the party seeking discovery.
12.3 The arbitrator’s decision shall follow the plain and natural meaning of the relevant documents and shall
be final and binding. The arbitrator will have no power to award:
a) damages inconsistent with the Agreement; or,
b) punitive damages or any other damages not measured by the prevailing party’s actual damages, and
the parties expressly waive their right to obtain such damages in arbitration or in any other forum.
12.4 All aspects of the arbitration will be confidential. Neither the parties nor the arbitrator may disclose
the existence, content or results of the arbitration, except as may be necessary to comply with legal or
regulatory requirements.
12.5 Each party will promptly pay its share of all arbitration fees and costs, provided that such fees and
costs shall be recoverable by the prevailing party as determined by the arbitrator. If a party fails to pay
such share promptly upon demand, the arbitrator shall, upon written request by the other party, enter
a final and binding decision against the nonpaying party for the full amount of such share, together
with an award of attorneys’ fees and costs incurred by the other party in obtaining such decision, which
decision may be entered in any court of competent jurisdiction. Except for the failure of a party to pay
arbitration fees and costs that requires the arbitrator to order such payment, the parties will bear their
own attorneys’ fees in any matter or dispute under this Agreement.
13. CHANGE ORDERS:
Customer may request the addition of any products or services that Verra Mobility provides or other changes
to the scope of work to be performed under this Agreement by providing a Change Order Notice to Verra
Mobility. Upon Verra Mobility’s receipt of the Change Order Notice, Verra Mobility shall deliver to
Customer a Change Order Proposal. Following Customer’s receipt of the Change Order Proposal, the parties
shall negotiate in good faith regarding a plan and schedule for implementation of the proposed changes; the
time, manner and amount of payment or price and any other matters relating to the proposed changes. Any
Change Order Proposal mutually agreed to by the parties in writing shall be incorporated as an addendum to
this Agreement. Pursuant to General Provisions, Article 21 (Change Orders and Amendments). Any failure
of the parties to reach agreement with respect to any foregoing as a result of any proposed changes will not
be deemed to be a breach of this Agreement.
14. TERMINATION:
14.1 Verra Mobility’s services may be terminated:
(i) By mutual written consent of the parties; or
(ii) For material breach of this Agreement by either party, where the other party fails in any material
way to perform its obligations under this Agreement.
a) Where Customer is in breach of this Agreement for non-payment of Fees to Verra
Mobility, Verra Mobility may exercise any or all of the following remedies: (1) provide
Customer written notice and ten (10) days to cure before suspending performance and
turning off the Camera Systems; (2) terminate this Agreement for cause where Customer’s
account remains delinquent sixty (60) days after written notice; and (3) in addition to the
foregoing, seek any other available remedies at law or equity.
b) Termination under this Subsection 14.1(ii) for any reason other than non-payment of Fees
by Customer is subject to the condition that the terminating party notifies the other party
of its intent to terminate, stating with reasonable specificity the grounds therefore, and the
other party fails to cure the default within forty-five (45) days after receiving written notice.
(iii) In the event of termination of this Agreement prior to the end of its term for any reason, except
material breach by Verra Mobility, Customer shall pay Verra Mobility an early termination fee
based on an amount of $90,000 per Red Light Safety Camera System, $90,000 per Fixed Speed
Safety Camera System, $45,000 per Transportable Speed Safety Camera System and $115,000 per
Mobile Speed Safety Camera System amortized over sixty (60) months on a straight-line basis.
(iv) Customer recognizes the substantial upfront costs Verra Mobility will incur to procure, provide
and install Camera Systems. Customer therefore agrees that any Camera Systems that Customer
authorizes through a Notice to Proceed shall remain installed and operational for the duration of
the term, unless otherwise mutually agreed. Verra Mobility will bill a restocking or standby fee for
any upfront costs associated with the Camera System(s), vehicle(s), or other equipment in the event
Customer terminates or suspends a Notice to Proceed.
14.2 Upon termination of this Agreement, including because it has reached the end of its term, the parties
recognize that Customer will have to process Events in the “pipeline”. Accordingly, the parties shall
take the following actions and shall have the following obligations, which survive termination during
the wind-down period:
(i) Customer shall cease using the Camera Systems to capture Events.
(ii) Unless it is unlawful to do so, Verra Mobility will, for a period of ninety (90) days, continue to
process all Events captured before termination and provide all services associated with processing
in accordance with this Agreement and shall be entitled to a monthly Fee per Camera System.
After such ninety (90) day period, Verra Mobility will terminate all use of the BOS for Customer’s
Program and upon such termination, the BOS, including Verra Mobility provided website
accessible by Owners/violators, and related lockbox shall no longer be capable of accepting
payments.
(iii) Except as provided for in Section 14.2(iv) related to the Photo Enforcement Infrastructure,
Customer shall return or allow Verra Mobility to recover all provided equipment within a
reasonable time not to exceed ninety (90) days.
(iv) Pursuant to Section 7, Customer shall be deemed to accept full ownership and control of the Photo
Enforcement Infrastructure. Upon Customer’s request or if otherwise required by Law, regulation,
or administrative agency, and subject to the limitations set forth herein, Verra Mobility shall
remove the Photo Enforcement Infrastructure Verra Mobility installed in connection with Verra
Mobility’s performance of its obligations under this Agreement for the actual cost of the removal
(presently estimated at approximately $5,000 per Approach) plus an additional 20% service fee (the
“Removal Fee”). As part of the services performed for the Removal Fee, Verra Mobility shall
restore the surface of Customer’s property to substantially the same condition as such property
was in immediately prior to this Agreement, except for foundation removal, which shall be left
approximately flush with grade with no exposed bolts, or other hazards. Installed underground
Photo Enforcement Infrastructure shall not be required to be removed, and Customer shall accept
and observe any and all duties, obligations, or liabilities associated with the remaining foundation,
conduit, or other below-grade Photo Enforcement Infrastructure.
14.3 In the event of termination by Verra Mobility for non-payment of Fees by Customer, Verra Mobility
shall cease processing Events as of the date of termination.
15. LIMITED AGENCY:
Customer hereby grants Verra Mobility the authority to act on its behalf as a limited agent of Customer, and
shall cause the applicable law enforcement agency to grant Verra Mobility the authority to act as a limited
agent of the law enforcement agency, for the purposes of (i) facilitating establishment of bank accounts and
delivering payment/transfer instructions, if applicable; (ii) access to DMV records; and (iii) generating and
administratively processing recorded images of Events as described in this Agreement and the Business Rules.
Verra Mobility and its employees, contractors, agents and servants will in no event be considered to be
employees, agents (other than in the limited capacity described herein), or servants of Customer. This
Agreement does not and shall not be interpreted as creating a general agency relationship between Verra
Mobility and Customer.
16. USE OF SUBCONTRACTORS:
From time to time, Verra Mobility may subcontract certain services provided under this Agreement without
notice to or consent of Customer.
17. DATA RETENTION:
Subject to litigation holds, court orders, changes in Law, or other legal requirements applicable to Verra
Mobility, Verra Mobility shall maintain the categories of data set forth under the heading “Type of Record”
for the periods of time set forth under the heading “Minimum Verra Mobility Retention Period” on
EXHIBIT E during the term of this Agreement. Customer represents and warrants to Verra Mobility that
the data retention schedule provided by Customer complies with the laws applicable to Customer. Within
one hundred-twenty (120) days of the later of the termination of this Agreement or the termination of any
wind-down period, or the transition from the Legacy BOS to the New BOS pursuant to Exhibit A, Verra
Mobility shall at its option either (i) place the Violation Images, Non-Violation Images, Individually
Identifiable Violation Records, and Individually Identifiable Non-Violation Records (each as described on
EXHIBIT E), not previously disposed of in accordance with the data retention schedule at a secured
location with SFTP access or (ii) provide Customer with a hard-drive containing the Violation Images, Non-
Violation Images, Individually Identifiable Violation Records, and Individually Identifiable Non-Violation
Records, where Customer shall have ninety (90) days to retrieve and validate the information. After ninety
(90) days, Verra Mobility shall delete all data from the SFTP location (if applicable) and shall have no further
data retention obligations to Customer with respect to such data. Customer acknowledges that DMV data
source providers may require Customer to enter into licensing agreements with the DMV data source
providers in order for Customer to have continued access to certain registered owner information after the
termination of this Agreement.
18. ASSIGNMENT:
Neither party may assign all or any portion of this Agreement without the prior written consent of the other,
which consent shall not be unreasonably withheld or delayed. However, for business financing purposes or
other corporate reorganizational purposes, Verra Mobility may sell, assign, transfer or convey any interest in
this Agreement in whole or in part without the written consent of Customer.
19. FORCE MAJEURE:
Neither party will be liable to the other or be deemed to be in breach of this Agreement for any failure or delay
in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence.
Such causes may include but are not limited to, acts of God or the public enemy, terrorism, significant fires,
floods, earthquakes, hurricanes, epidemics, pandemics, quarantine restrictions, strikes, freight embargoes,
unusually severe weather, supply-chain disruptions or governmental authorities approval delays which are not
caused by any act or omission by the parties. The party whose performance is affected agrees to notify the other
promptly of the existence and nature of any delay. For the avoidance of doubt, road construction is not an event
of Force Majeure on behalf of the Customer. The term of the Agreement shall be extended by a period equal
to that during which either party’s performance is suspended under this section.
20. NOTICES:
Any notices or demand which, under the terms of this Agreement or under any statute, that must or may be
given or made by Verra Mobility or Customer shall be in writing and shall be given or made by personal
service, overnight delivery service (e.g. Federal Express), or by certified mail to the parties at the following
addresses:
American Traffic Solutions, Inc.
1150 North Alma School Road
Mesa, Arizona 85201
Attn: Government Solutions Legal Department
21. LEGAL CONSTRUCTION:
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other
provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had not been contained herein. This Agreement shall be enforced to the maximum extent possible
so as to give effect to the intent of the parties and shall be reformed without further action by the parties to
the extent necessary to make such provision valid and enforceable herein.
22. AMENDMENTS TO THE AGREEMENT:
Any changes, modifications or amendments to this Agreement shall be in writing and signed by both parties.
23. INTEGRATION:
This Agreement constitutes the sole and only agreement of the parties and supersedes any prior or
contemporaneous understanding, written or oral, between the parties respecting its subject matter.
24. SURVIVAL:
The following provisions of the General Terms and Conditions shall survive the termination of this
Agreement: Sections 4, 6, 7, 8, 10, 11, 12, 14, 15, 17, 19, 20, 22, 25 and this Section 24.
25. ADDITIONAL SERVICES:
During the term of this Agreement, from time-to-time Verra Mobility may propose certain new technologies
for Customer to consider and, if so desired, Customer may procure from Verra Mobility the new technologies
through an amendment to this Agreement upon terms to be mutually agreed upon by the parties.
26. PILOTS:
From time to time, at the mutual agreement of the parties, Verra Mobility may pilot existing Verra Mobility
products and services or products and services that are under development by Verra Mobility or its current
or future subcontractors and vendors (each a “Vendor”). During any pilot pursuant to this Section 26,
registered owner information shall not be used and no Events will be issued as Citations and no mailing of
warnings or Citations will occur. Customer expressly acknowledges that Verra Mobility is under no obligation
to retain for any period of time any data produced by any pilot systems. Verra Mobility may request Customer
or its employees to provide feedback on the use, quality, viability, features, functionality, or desirability of
pilot systems (“Customer Feedback”). All data, drawings, plans, specifications, blueprints, studies, reports,
memoranda, computation sheets, computer files and media or other documents prepared or generated by Verra
Mobility or a Vendor or a pilot system in connection with any pilot shall remain the property of Verra Mobility
(the “Pilot Data”). To the extent that such Pilot Data is provided to Customer, Verra Mobility grants to
Customer a limited, personal, non sublicensable, nonexclusive license to use the Pilot Data, solely for evaluation
and statistical purposes. Actual program performance may vary from pilot performance. Customer
acknowledges and agrees that the terms of this Agreement, except for Sections 6, 9, 10, 11, 12, 16, 19, 20, 21
and this Section 26, shall not apply to any such pilot.
27. EXECUTION:
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original
copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the
same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile or “.pdf”
transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be
used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or
“.pdf” shall be deemed to be their original signatures for any purpose whatsoever.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
EXHIBIT A
SERVICE FEE SCHEDULE
1.0 Description of Pricing
Fees are based on per camera and are as follows:
Product Description
Fee*
Red Light Safety Camera System – the parties shall mutually agree on
the number of Camera Systems to be installed. $5,113.50 Fixed Fee per Month
per Camera System
Subsequent Notices Mailing Fee – For any additional notices sent by
first class mail required by the Customer or required by Law in excess of
the standard set of notices as described in Subsection 1.2.3 of EXHIBIT
B, Verra Mobility will charge the Customer a Subsequent Notices Mailing
Fee.
$2.00 per page per notice
Video Retrieval Fee: Verra Mobility shall retrieve up to one (1) video per
week at no cost to Customer.
For all additional video
retrievals, the fee is $10.00 each.
Service Fees: All service Fees per Camera System above includes all costs required and associated with a Camera
System installation, routine maintenance, use of BOS for back-office operations and reporting, Event processing
services, DMV records access, the standard set of notices as described in Subsection 1.2.3 of EXHIBIT B,
lockbox and epayment processing (excluding user convenience fee, which is paid by payor and excluding any
bank account set up or monthly bank account fees), IVR call center support for general Program questions and
public awareness Program support. Any required certified mail, or other special mailing, is not included and the
fee is extra and will be billed per unit as published by the US Postal Service.
Verra Mobility’s monthly fee includes postage for the standard set of notices as described in Subsection 1.2.3 of
EXHIBIT B. Certified mail or other mailings is extra and will be billed per unit as published by the US Postal
Service plus a $2.00 per unit per page service charge.
Verra Mobility’s Fee anticipate a standard Washington BOS configuration and a standard suite of notices as
described in Subsection 1.2.3 of EXHIBIT B. For configuration or Program customization work in excess of the
standard Washington BOS, Verra Mobility shall provide Customer with an hours estimate and, upon approval
by Customer for the work, shall invoice Customer $200
per hour for such additional configuration or Program customization.
Customer and Verra Mobility recognize the Legacy BOS provided, or to be provided, by Verra Mobility to
Customer may need to be changed during the term of the Agreement, at Verra Mobility’s sole-discretion, due to
end-of-life technology, and if such change is necessary Verra Mobility shall provide the New BOS to Customer at
no additional charge, unless additional configurations or Program customization are requested by Customer then
the fee for additional configuration or Program customization will apply. Customer access to Data and Verra
Mobility's obligations under this EXHIBIT A shall be in accordance with Article 17 of this Agreement.
2.0 Optional Collection Services:
In the event that Customer elects to have Verra Mobility engage a collections agency to perform
collections services, Verra Mobility’s designated collection’s subcontractor may initiate collection
efforts of delinquent notices upon written request by Customer, so long as collection of said recovered
revenue amounts does not conflict with applicable state law. Verra Mobility will be entitled to receive
portions of the collected revenue as noted below. For those accounts in default that go to collection,
this is in addition to Verra Mobility Fees noted in Section 1.0 above.
Delinquent Collections Services 30% of Recovered Revenue
In the event that Customer elects to have Verra Mobility provide collections services, Customer shall
so notify Verra Mobility in writing. Customer agrees that, once Verra Mobility’s collections services
are elected, Customer may not utilize another vendor for these collections services without prior
written consent from Verra Mobility through an amendment to this Agreement.
EXHIBIT B
SCOPE OF WORK
1. VERRA MOBILITY SCOPE OF WORK
1.1 VERRA MOBILITY IMPLEMENTATION
1.1.1 Verra Mobility agrees to provide Camera System(s), use of the BOS and related services to
Customer as outlined in this Agreement, excluding those items identified in Section 2 titled
“Customer Scope of Work”. Verra Mobility and Customer understand and agree that new or
previously unforeseen requirements may, from time to time, be identified and that the parties
shall negotiate in good faith to assign the proper party the responsibility and cost for such
items. In general, if work is to be performed by Customer, unless otherwise specified,
Customer shall not charge Verra Mobility for the cost.
1.1.2 Customer and Verra Mobility will complete the Project Time Line within sixty (60) days of
Agreement execution date, unless mutually agreed to otherwise by the parties. Verra Mobility
agrees to make every effort to adhere to the Project Time Line.
1.1.3 Verra Mobility will install or deploy Camera System(s) at a number of Designated Safety Zones
to be mutually agreed upon between Verra Mobility and Customer as reflected in a written
Notice to Proceed. In addition to any initial Designated Safety Zones the parties may mutually
agree to add additional Camera System(s) or Approaches, which shall also be reflected in a
written Notice to Proceed as set forth in EXHIBIT C.
1.1.4 Site installation plans for fixed-site installations shall be prepared under the supervision of,
approved and sealed by a licensed professional engineer licensed to perform engineering
services in the state where the Camera Systems will be installed.
1.1.5 Verra Mobility shall not be responsible for, nor shall it perform, any engineering or traffic
safety studies as may be desired by Customer or required by laws applicable to Customer.
1.1.6 Verra Mobility will operate each Camera System on a 24-hour basis, barring downtime for
maintenance, normal servicing activities, or other unforeseen instances, unless enforcement
times are restricted by law, such as in school zones.
1.1.7 Verra Mobility’s Marketing Department will assist Customer with public information content
and outreach campaign strategies (“Public Safety Campaign”).
1.1.8 Verra Mobility agrees to provide a secure website accessible to Owners/violators who have
received notices of violation by means of a Notice # and PIN, which will allow Violation
image and video viewing. Verra Mobility shall include a link to the payment website(s) and
may offer the opportunity to download an affidavit of non-liability online. Verra Mobility will
operate this secure website on a 24-hour basis, barring downtime for maintenance, normal
servicing activities, or other unforeseen instances.
1.1.9 Verra Mobility will provide technician site visits to each Camera System, as needed, to perform
maintenance checks consisting of camera enclosure lens cleaning; camera, strobe and
controller enclosure cleaning; inspection of exposed wires; and, general system inspections
and maintenance.
1.1.10 Verra Mobility shall take commercially reasonable best efforts to repair a non-functional
System within seventy-two (72) hours (excluding weekends and holidays) of determination of
a malfunction.
1.1.11 If Customer is using Verra Mobility enabled lockbox or epayment services, Customer shall
provide Verra Mobility and the applicable payment processor with the items set forth in
Section 2.1.4 below.
1.2 VERRA MOBILITY OPERATIONS
1.2.1 Verra Mobility shall implement and operate the Program in accordance with the provisions of
this Agreement and the Customer’s Business Rules.
1.2.2 If a warning period is required, Verra Mobility shall provide Customer with a one-time warning
period up to thirty (30) days in length following the installation and activation of the first
installed Camera System. Customer shall not be charged a fee for the warning period; however
for any warning period exceeding thirty (30) days, Customer shall be responsible for the
normal monthly Fee.
1.2.3 Verra Mobility shall provide Customer with access to the BOS, including image processing,
and printing and mailing of up to six (6) letters/ notices in support of Citation issuance and
escalation. In the case of a transfer of liability by the Owner, the BOS shall be setup to mail a
Citation to the driver identified in the affidavit of non-liability or identified by a rental car
company. Costs of certified mailings are priced separately and paid by Customer to Verra
Mobility as indicated in EXHIBIT A.
1.2.4 Subsequent notices, other than those specified in Subsection 1.2.3 may be delivered by first
class or other mail means for additional compensation to Verra Mobility as agreed upon by
the parties.
1.2.5 Verra Mobility shall apply an electronic signature, name, or badge number to the Citation as
authorized in the Customer’s Business Rules.
1.2.6 Verra Mobility may make non-substantive formatting or incidental changes to the Citation
form without approval by Customer.
1.2.7 Verra Mobility shall seek records from vehicle registration databases reasonably accessible to
Verra Mobility through its limited agent relationship with Customer and use such records to
assist Customer in processing Citations. Verra Mobility reserves the right to pass-through to
Customer any cost increases imposed on Verra Mobility by DMV data sources.
1.2.8 The BOS shall provide Customer with the ability to run and print standard system reports.
Verra Mobility provides a suite of standard program reporting at no charge to clients with
active Programs. Upon notice to Customer, Verra Mobility reserves the right to modify the
suite of standard program reporting available to Customer, so long as such change applies
generally to customers with similar programs. Customized reporting services are available
upon written request. The fee for such services shall be mutually agreed upon.
1.2.9 During the twelve (12) month period following the installation or deployment of the first
Camera System, upon Verra Mobility’s receipt of a written request from Customer at least
fourteen (14) calendar days in advance of a court proceeding, and if required by the court or
prosecutor, Verra Mobility shall provide Customer with or train a Customer provided local
expert witness to testify in court on matters relating to the accuracy, technical operations, and
effectiveness of the Camera System or the BOS until judicial notice is taken. Customer shall
use its best efforts to obtain judicial notice as soon as possible. If a Verra Mobility expert
witness is required more than two (2) times during the twelve (12) month period, Customer
shall reimburse Verra Mobility for any reasonable time and travel costs incurred for the
additional dates.
1.2.10 In those instances where damage to a System (or sensors where applicable) is caused by (i)
negligence on the part of Verra Mobility or its authorized agent(s), Verra Mobility shall bear
the cost of repair or (ii) negligence or recklessness on the part of a driver or severe weather or
other Force Majeure events, Verra Mobility and Customer shall bear the cost of repair equally
with Customer reimbursing Verra Mobility for its portion of the cost of repair. For all other
causes of damage, including road construction, Customer negligence, etc. Customer shall
reimburse Verra Mobility for the cost of repair.
1.2.11 Verra Mobility shall provide a help-line to assist Customer with resolving any problems
encountered regarding its Camera System and/or the BOS. The help-line shall function during
Business Hours.
2. CUSTOMER SCOPE OF WORK
2.1 GENERAL IMPLEMENTATION REQUIREMENTS
2.1.1 Within seven (7) business days of the Effective Date of this Agreement, Customer shall
provide Verra Mobility with the name, title, mailing address, email address and phone
number of all Customer stakeholders, including:
o A project manager with authority to coordinate Customer responsibilities under this
Agreement;
o Court manager responsible for oversight of all Court-related program requirements;
o The police contact;
o The court contact;
o The person responsible for overseeing payments by violators (might be court);
o The prosecuting attorney;
o The Customer attorney;
o The finance contact (who receives the invoices and will be in charge of reconciliation);
o The IT person for the police;
o The IT person for the courts;
o The public works and/or engineering contact responsible for issuing any/all permits for
construction; and
o Court manager responsible for oversight of all Court-related program requirements.
2.1.2 Customer and Verra Mobility shall complete the Project Time Line within sixty (60) calendar
days of the Effective Date of this Agreement, unless mutually agreed to otherwise by the
parties. Customer shall make every effort to adhere to the Project Time Line.
2.1.3 As requested from time to time by Customer, Verra Mobility will provide Customer with a
mock-up of the Citation and other notices within fifteen (15) days of a completed Business
Rules Questionnaire. Customer shall review the Citation and other notices to ensure
conformity with the Laws applicable to Customer. Except as outlined in Section 1.2.6, Verra
Mobility shall not implement changes to the Citation or other notices without Customer’s
prior review and sign-off. Customer is responsible for the content of its Program notices,
including but not limited to Citations.
2.1.4 Customer intends to utilize Verra Mobility enabled payment processing channels. Customer
shall designate a Customer account for deposit / settlement of funds paid by payors. Within
seven (7) business days of receipt by Customer, Customer shall provide Verra Mobility
completed banking forms and payment processing agreements, which may include among
others a Participant Agreement and Submerchant Agreement with the payment processor as
well as a bank verification letter prepared by the Customer’s settlement account’s bank, and a
Form W-9, Request for Taxpayer Identification Number and Certification. A copy of the
Participant Agreement and the Submerchant Agreement are each attached here to as
EXHIBIT F.
2.1.5 Customer shall direct the law enforcement agency to execute the Verra Mobility DMV Services
Subscriber Authorization (substantially in the form attached as EXHIBIT D) to provide
verification to the National Law Enforcement Telecommunications System (NLETS)
indicating that Verra Mobility is acting on behalf of the Customer for the purposes of accessing
vehicle ownership data pursuant to the list of permissible uses delineated in the Drivers Privacy
Protection Act 18 U.S.C. 2721, Section (b)(1). Access to registered owner information
through National Law Enforcement Telecommunications System (NLETS) requires
Customer to provide Verra Mobility with a unique Customer ORI. In order to access certain
state departments of motor vehicles records directly (not through NLETS), agreements or
applications directly between customer and the state DMV may be required by Customer,
including agreements requiring Customer to comply with certain permissible use, privacy, and
security requirements of the applicable state department of motor vehicle. If required,
Customer shall execute such agreements or applications with, participate in audits by, or
provide certifications to state department of motor vehicles. If Customer requires Verra
Mobility to access registered owner information from sources other than NLETS or direct
through a state DMV, accessible to Verra Mobility at no cost, additional fees will apply.
2.1.6 Customer shall prepare, execute, update, and maintain the Business Rules for implementation
and operation of the Program. Customer’s failure to timely prepare the Business Rules may
impact the Project Time Line or compliance of Customer’s Program with applicable laws.
Verra Mobility shall not be liable for Customer’s failure to update and maintain the Business
Rules. To the extent that there is a conflict between the Business Rules and Agreement, the
Agreement shall govern.
2.1.7 Customer is responsible for notifying Verra Mobility of any local legislative and/or ordinance
changes in writing within forty-eight (48) hours of the first read of the proposed legislation.
Verra Mobility will not be responsible for complying with any change in applicable local law,
until such time as Verra Mobility has been notified by Customer in writing of the change in
Law and, if applicable, Customer’s Business Rules have been updated by Customer. In the
event of a change in Law, excluding a change in Customer’s local law, which would increase
the cost of Verra Mobility’s provision of the Services, Verra Mobility may propose a Fee
increase to Customer. If the parties cannot mutually agree on the Fee change, Verra Mobility
may terminate this Agreement. In the event of a change in or adoption of a local law of
Customer, which would increase the cost of Verra Mobility’s provision of the Services, Verra
Mobility shall provide Customer with a Fee increase consistent with Verra Mobility’s increased
operating cost, and Customer shall be obligated to pay such increased Fees.
2.1.8 Customer is responsible for all final jurisdictional issues, including but not limited to as they
pertain to issuance of Citations, adjudication of Violations, and intergovernmental authorities.
2.1.9 Once a Notice to Proceed is granted to Verra Mobility in writing, Customer shall not issue a
stop work order to suspend activity on the implementation process, unless Customer
reimburses Verra Mobility for costs incurred up to the date the stop work order is issued.
2.1.10 Customer will comply with all applicable Laws relating to its conduct with respect to the
Program. Customer shall not use the Camera Systems, the BOS, or the data captured by the
Camera Systems or provided by NLETs or DMV data source providers for any purpose not
permitted by Law.
2.1.11 Once a Camera System is installed and certified by Verra Mobility as operational, it shall be
immediately put into service at the next available enforcement period or as otherwise mutually
agreed to by the Parties.
2.1.12 Customer shall process each Event in accordance with state law and/or municipality
ordinances within three (3) business days of its appearance in the law enforcement review
queue, using the BOS to determine which Events constitute Violations that will be issued as
Citations. In the event that Customer fails to process Events within this timeframe, Verra
Mobility shall not be liable for failure of the BOS to allow Customer to issue a notice or
Citation within statutory timeframes.
2.1.13 In the event that remote access to the BOS is blocked by Customer network security
infrastructure, Customer’s Department of Information Technology shall coordinate with
Verra Mobility to facilitate appropriate communications while maintaining required security
measures.
2.1.14 Customer shall be responsible for any reporting obligations that it has to any state or other
regulatory body with respect to its operation of the Program or the payment of Citations.
2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS
2.2.1 All Fixed Camera Systems are intended to remain installed for the duration of the Agreement.
If Customer requests that Verra Mobility move a Fixed Camera System after initial installation,
Customer shall pay for the total cost to relocate the System.
2.2.2 If a construction or improvement project requires an installed Camera System to be
deactivated or requires a Camera System, including imbedded sensors, to be moved or
removed, Customer shall pay a reduced monthly fee of $2,500 per month for the deactivated
Camera System during the time the Camera System is deactivated and pay any costs incurred
by Verra Mobility for removing, and if applicable reinstalling, the System. If the System shall
be reinstalled after project is completed, in lieu of paying the reduced monthly Fee while
Camera System is deactivated Customer may instead elect through a Change Order, or other
written modification to the Agreement, to extend the current term of the Agreement for the
time period the Camera System was deactivated.
2.2.3 Prior to the installation of any System, Customer shall provide Verra Mobility information
regarding any and all road construction or improvement projects scheduled during the term
of this Agreement for any Approach designated for System installation. In addition, within
thirty (30) days of becoming aware of anticipated construction that may result in the
deactivation or removal of a System or otherwise impact an Approach during the term of this
Agreement, Customer shall notify Verra Mobility of any such construction.
2.2.4 Customer will design, fabricate, install and maintain camera warning signs required by Law for
purposes of operating the Program. If Customer cannot provide such signage, Verra Mobility
will do so, and Customer shall reimburse Verra Mobility for such costs. Even if Verra Mobility
provides such signage, Customer shall remain responsible for maintaining such signage in
compliance with applicable Laws. Customer is responsible for determining the
placement/location of signs in compliance with applicable Laws.
2.2.5 Customer understands that proper operation of the Red Light Camera Systems requires access
to traffic signal phase connections. Customer, therefore, shall provide access to traffic signal
phase connections according to approved design. When traffic signal phase connections are
not under the jurisdiction of Customer, it shall be Customer’s responsibility to negotiate
agreements with the owner or maintaining agency of the traffic signal controller and
infrastructure in order to provide the required access to said phase connections and
infrastructure and any costs associated with needed agreements shall be funded by Customer.
2.2.6 Customer understands that proper operation of the Red Light Camera System sometimes
requires attachment of certain items of detection equipment to existing signal masts, mast arms
and/or other street furniture. Customer, therefore, shall provide access to Verra Mobility to
attach certain items of detection equipment to existing signal masts, mast arms and / or other
street furniture if required for the proper operation of the System.
2.2.7 Customer shall allow Verra Mobility to access power from existing power sources at no cost
and, if applicable, shall allow or facilitate access to traffic signal phase connections to a pull
box, pole base, or controller cabinet nearest to each System within Customer’s jurisdiction. If
these items are not made available, the costs of any additional conduit or power infrastructure
needed to support installation of the Camera System shall be funded by Customer. Verra
Mobility may agree to cover these upfront costs and separately bill Customer through the
monthly invoice over a period not to exceed one year. If existing power sources are not
immediately available, Customer will allow Verra Mobility to use temporary power until the
existing power is established. In situations where it is not possible to obtain electrical power
from a pre-existing source, Customer shall bear the costs (or reimburse Verra Mobility) for
obtaining/routing power. When access to power facilities is not under the jurisdiction of
Customer, it shall be Customer’s responsibility to negotiate any necessary agreements with the
owner or maintaining agency of the power facility and infrastructure in order to provide
required access to said power facilities and infrastructure. Any costs associated with the
needed agreements shall be funded by Customer.
2.2.8 Customer shall approve or reject site plans submitted Verra Mobility within seven (7) business
days of receipt. Customer shall use best efforts to ensure that the total duration between
submittal and finalization does not exceed ten (10) days for plan approvals when plans are
being reviewed and permitted by any state, county, and/or local agencies.
2.2.9 Customer, or any department of Customer, shall not charge Verra Mobility or its
subcontractor(s) for building, construction, electrical, street use and/or pole attachment
permits, including any fee for traffic control services and permits during installation or
maintenance of a System. Customer shall also apply for, when in Customer’s name, or
coordinate the application for, when in the name of a Customer agency, school, or school
district, and fund any and all needed state, local, and/or county permits, including any traffic
control permits.
2.2.10 Customer shall issue all needed permits to Verra Mobility and its subcontractor(s) within three
(3) business days of plan approval. Customer shall provide its best efforts to aid in achieving
these timeframes for permit issuance when permitted by any state, local, and/or county agency.
2.2.11 If required by the submitted design plan for proper operation, Customer shall allow Verra
Mobility to install vehicle detection sensors in the pavement of roadways within Customer’s
jurisdiction. Customer shall provide its best efforts to aid in acquiring any and all required
permission and permits when the roadway is under the jurisdiction of the state or county.
2.2.12 Customer shall allow Verra Mobility to build Infrastructure into any existing Customer-owned
easement.
2.2.13 If use of private property right-of-way is needed, Customer shall assist Verra Mobility in
acquiring permission to build in existing utility easements as necessary. Any costs for private
property right-of-way lease/rental costs shall be borne by Customer as it is expressly excluded
from the base fee structure identified in the fee schedule.
2.2.14 Customer shall be responsible for the performance of any engineering or traffic safety studies
as may be desired by Customer or required by laws applicable to Customer.
2.3 COURTS OPERATIONS
2.3.1 Customer is responsible for the prosecution and adjudication of Citations in accordance with
all applicable Laws.
2.3.2 Customer shall provide a judge or hearing officer and court facilities to schedule and hear
disputed Citations.
2.3.3 Customer shall handle inbound and outbound phone calls and correspondence from
defendants who have questions about disputes and other issues relating to Citation
adjudication.
2.3.4 Verra Mobility shall provide Customer with access to its online BOS adjudication processing
module which will enable the adjudication function to review cases, related images, and other
related information required to adjudicate disputed Citations. If instead of using the online
adjudication processing module in the BOS, Customer desires to integrate Verra Mobility data
into its adjudication system, subject to feasibility, Verra Mobility shall provide a court interface.
Verra Mobility shall provide a price proposal to Customer for the development of any such
court interface.
2.3.5 Customer is responsible for entering all final dispositions of Citations including all payments
of Citations into the BOS, either directly through the online adjudication processing module
or through the court interface.
EXHIBIT C
FORM OF NOTICE TO PROCEED
Reference is made to the Professional Services Agreement by and between American Traffic Solutions, Inc.,
doing business as Verra Mobility (“Verra Mobility”) and City of Pasco, Washinton, a municipal corporation
(“Customer”), dated as of [date] (the “Agreement”). Capitalized terms used in this Notice to Proceed shall have
the meaning given to such term in the Agreement.
Customer hereby designates this implementation of Systems at the Approaches listed below. Verra Mobility
shall make its best efforts to install a System within sixty (60) days of permits being granted and power delivered
for each agreed-upon Approach, providing that Customer has received permission for all implementations in
writing from any third-party sources.
Below is a list of Approaches provided by Customer, which have been analyzed based on traffic volumes, road
geometry, and existing infrastructure and are believed to be locations at which a System would increase public
safety.
Execution of this Notice to Proceed by Customer shall serve as authorization for the installation of Systems
for all Approaches designated as follows:
Approach (Direction and Roadway) Type of
Enforcement
Camera System Solution (# of
Cameras per Approach)
Customer understands that implementation and installation of any Approach is subject to Site Selection
Analysis and engineering results.
Customer recognizes the substantial upfront costs Verra Mobility will incur to construct and install the Systems
for the above listed Approaches. Customer agrees that the Systems authorized by this Notice to Proceed for
the above-listed Approaches shall remain installed and operational for the duration of the current term of the
Agreement. Verra Mobility reserves the right to bill Customer for any upfront costs associated with the
Approaches listed above in the event Customer elects to cancel or suspend the installation.
IN WITNESS WHEREOF, Customer has executed this Notice to Proceed as of the date written below.
CITY OF PASCO, WASHINGTON
By:
Name:
Title:
Date
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC.
By:
Name:
Title:
Date
EXHIBIT D
DMV SERVICES SUBSCRIBER AUTHORIZATION
February 20, 2024
Frank L. Minice, Executive Director/CEO
National Law Enforcement Telecommunications System, Inc. (NLETS)
1918 W. Whispering Wind Drive
Phoenix, AZ 85085
Dear Mr. Minice:
Re: Authorization for ORI Code:
The authorizes to use the
ORI for the limited purpose of obtaining
vehicle registration through Nlets.
This letter acknowledgements that a contract to perform automated enforcement between
and American Traffic Solutions, Inc., doing
business as Verra Mobility (“Verra Mobility”), is in force. As a requirement of and in performance
of that contract between , and Verra Mobility, it will
be necessary for Verra Mobility to access motor vehicle data on our agency’s behalf.
This program will operate within the Axsis environment under partner ORI AZNlets97.
Please accept this letter as authorization from the for Verra
Mobility to run motor vehicle inquiries for this purpose. This authorization will automatically expire
upon the termination of the contract between , and Verra
Mobility; and such authorization is limited to violations detected by the automated enforcement
camera systems.
By completing the information below and signing this letter, I am stating that I am a member of,
and have the authority to extend this authorization on behalf of, the
.
SUBSCRIBER INFORMATION
Subscriber Agency/Name
Nlets Agency ORI
Name of Authorized Representative
Title of Authorized Representative
Mailing Address
Telephone Fax
Email
Signature of Authorized
Representative
Date Signed
EXHIBIT E
RETENTION SCHEDULE***
[This schedule to be completed by Customer in conformity with their applicable state and local law prior to execution of the
Agreement.]
Type of Record Minimum Verra Mobility Retention Period
Violation Images* (including video clips and related
metadata)
3 years from payment or final adjudication
Non-Violation Images (including video clips and
related metadata)**
60 days from Event capture date
Warning Notice Images (including video clips and
related metadata)
60 days from issuance date
Individually Identifiable Violation Records* months from payment or final adjudication
Individually Identifiable Non-Violation Records** days from Event capture date
Audio recording from contact center 90 days from call
Written correspondence with citizens regarding
Violations
1 year from date of correspondence
Camera System Calibration/Certification Records months from payment or final adjudication of an
applicable Violation
Maintenance Records months from payment or final adjudication of an
applicable Violation
Other Program Records years from termination of the Agreement
* Violation Image: an image of a Violation issued as a Citation.
Individually Identifiable Violation Records: a record containing individually identifiable information
pertaining to a Violation issued as a Citation.
** Non-Violation Image: an image of an Event not issued as a Citation.
Individually Identifiable Non-Violation Records: a record containing individually identifiable
information pertaining to an Event not issued as a Citation.
*** Retention period is not applicable upon termination of the Agreement and the data is provided to
Customer pursuant to Section 14 of the Agreement.
This records retention schedule does not apply to any Event data captured by the Camera System,
but not uploaded into BOS. For the avoidance of doubt, this records retention schedule does not
apply to any records related to any Pilot Data[,nor does this records retention schedule apply to any
ALPR images, metadata, or other ALPR related data].
EXHIBIT F
FORM PARTICIPANT AGREEMENT AND THE SUBMERCHANT AGREEMENT