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HomeMy WebLinkAboutPre-LegislationCrystal Report Viewer City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID: 10-00999 Enactment #: R-10-0387 Version: 3 Type: Resolution Introduced: 8/19/10 Status: Passed Enactment Date: 9/16/10 Controlling Body: Office of the City Clerk A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS, INC. ("ATS"), IN SUBSTANTIALLY THE ATTACHED FORM, TO FURNISH, INSTALL, OPERATE AND MAINTAIN A TRAFFIC INFRACTION DETECTOR PROGRAM FOR THE CITY OF MIAMI; THE GOAL OF THE PROGRAM IS TO REDUCE THE NUMBER OF FATALITIES AND INJURIES THAT RESULT FROM TRAFFIC ACCIDENTS AT CRITICAL INTERSECTIONS THROUGHOUT THE CITY, AND TO IMPROVE MOTORIST AND PEDESTRIAN SAFETY; THE PROGRAM IS ANTICIPATED TO GENERATE REVENUE FOR THE CITY, HOWEVER, AT A MINIMUM, THE PROGRAM WILL BE COST NEUTRAL TO THE CITY. WHEREAS;1lie City ofMiami ("City") has identified nineteen (19) traffic intersections where data has shown a high level of violations and/or a frequency' ofright-angle collisions likely caused by running of red traffic signals; and WHEREAS, Capital Iniprovemeins Program ("CIP") issued a Request for Proposals ("RFP") No. 09-10-026 on June 11, 2010 to procure a qualified and experienced company to furnish, install, operate and maintain a Traffic Infraction Detector Program for the City of Miami ("City"); and WHEREAS, on July 16, 2010, two (2) Proposals were received in response to the RFP: American Traffic Solutions, Inc. ("ATS") and ACS State & Local Solutions, Inc. ("ACS"); and WHEREAS, both firms were deemed responsive as part of CIP's due diligence effort; and WHEREAS, the Evaluation Committee ("Committee") convened on Monday, August 9, 2010 to evaluate the responses to the solicitation and establish the ranking gibe firms based on its review of the Proposals; and WHEREAS, the RFP required each Proposal to include a Technical portion, a Price Proposal and a binder of Photos and Attachments requested; and WHEREAS, the Price Proposal submitted in a separate sealed envelope was evaluated after the review and evaluation of the Technical portion; and WHEREAS, based on the results of the Committee's evaluation, ATS was determined to be the top -ranked firm; and WHEREAS, the Program is anticipated to generate revenue for the City, however, at a minimum; the Program will be cost neutral to the City; and http://egov.ci.miami.fl.us/LegistarWeb/temp/rep2AEF.html[7/11/2011 11:43:59 AM] Crystal Report Viewer WHEREAS, the Governor of the State of Florida signed CS/CS/HB325 into law on May 13, 2010, resulting in the creation of Chapter 2010-80, Laws of Florida (2010) (the "Mark Wandall Traffic Safety Act" or "Act") taking effect July I, 2010; and WHEREAS, the Act authorizes the Department of Highway Safety and Motor Vehicles, a county, or a municipality to use a Traffic Infraction Detector to identify a motor vehicle that fails to stop at a traffic control signal steady red light; and WHEREAS, the Act further establishes the rules, procedures and.regulations for Traffic Infraction Detector Programs in the State of Florida and also mandates that a vendor may not receive a commission or per -ticket fee from any revenues collected by jurisdictions from violations detected through the use of a Traffic Infraction Detector System; and WHEREAS, the City Manager requests authorization to execute an Agreement with ATS to furnish, install, operate and maintain a Traffic Infraction Detector Program for the City; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized {1) to execute an Agreement, in substantially the attached form, with American Traffic Solutions, Inc. to furnish, install, operate and maintain a Traffic Infraction Detector Program for the City of Miami. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor {2). http://egov.ci.miami.fl.us/LegistarWeb/temp/rep2AEF.html[7/11/2011 11:43:59 AM] Contract By and Between The City Of Miami And American Traffic Solutions, Inc. To Furnish, Install, Operate, and Maintain a Traffic Infraction Detector Program Capital Improvements Program 444 SW 2"d Avenue, 8th Floor Miami, Florida 33130 TABLE OF CONTENTS Contents 1. Definitions 4 2. Overview/Recitals 6 3. Intention of City 6 4. Scope of Work 7 5. Contract Term 7 6. Notices 8 7. Contract Term 8 8. Time is of the Essence 9 9. Contract Documents 9 10. Program Representation 9 11. Contractor's Responsibility 9 12. Proposal Bond/Guaranty 10 13. Indemnification 10 14. Insurance 11 15. Construction Key Personnel and Staffing 13 16. Subcontractors 13 17. Installation of Traffic Infraction Detector Systems 14 18. Primary Contact 15 19. Ownership of the Equipment and Data! 15 20. Continuing the Work 16 21. Discretion of Director 16 22. Authority of the City's Project Manager 16 23. Reference Standards 16 24. Changes in the Work or Terms of Contract Documents 17 25. Extension of Time 17 26. Safety Precautions 17 27. Priority of Provisions 17 28. Payments 18 29. Payments Related to Guaranteed Obligations 19 30. Default/ Events of Default 19 31. Notice of Default -Opportunity to Cure 20 32. Remedies for Contractor's Default 20 33. Termination for Convenience 21 34. Termination Due To Undisclosed Lobbyist Or Agent 21 35. Materiality and Waiver of Breach 22 36. Force Majeure 22 37. Resolution of Contract Disputes 22 38. Mediation - Waiver of Jury Trial . 23 39. Applicable Law and Venue Of Litigation; Waiver of Jury Trial and Permissive Counterclaims 24 40. City May Avail Itself of All Remedies 24 Traffic Infraction Detector Program Page 2 41. Public Entity Crimes 24 42. Audit Rights 24 43. Nondiscrimination, Equal Employment Opportunity, and Americans with Disabilities Act 25 44. Independent Contractor 25 45. Successors And Assigns 26 46. Third Party Beneficiaries 26 47. Contingency Clause 27 48. Performance Evaluation 27 49. Joint Preparation- Interpretation 27 50. Confidentiality 27 51. Contract Limiting Time in Which to Bring Action Against the City 27 52. Defense of Claims 28 53. Amendments 28 54. Severability 28 55. Survival 28 56. Entire Contract 28 57. First Source Hiring Agreements 28 58. Performance Standards 29 59. Substitutions, Upgrades or Replacements 31 60. Change Orders 31 61. Maintenance 32 62. Training 32 63. Removal of Equipment 32 64. Confidential Information, Trade Secrets, Intellechial or Proprietary Property, Trademarks or Patents 32 65. Most Favored Nation 33 66. Licensing Agreement 33 Traffic Infraction Detector Program Page 3 THIS CONTRACT, made and entered into this 1 day of 54' 1>7 V', 2010 by and between the City of Miami, Florida, a municipal corporation, hereinafter called the City, and American Traffic Solutions, Inc.., .a Kansas. Corporation authorized to transact business in Florida, (hereinafter called Contractor). WITNESSETH: WHEREAS, on June 11, 2010, the City issued a Request for Proposal (RFP) to Furnish, Install, Operate and Maintain a Traffic Infraction Detector Program for the City; and WHEREAS, the Contractor submitted a Response to the RFP ("Response") that was deemed the most qualified for the performance of the Traffic Infraction Detector Program ("Program") described in the RFP, and WHEREAS, the Contractor's Response, as further negotiated and agreed to by the City and the Contractor, and the RFP are all incorporated into and made a part of this Contract; and WHEREAS, Contractor represents that it possesses the requisite expertise and desires to enter into a contract to provide the Program as set forth herein; and WHEREAS, the City Commission has authorized the City Manager to execute and enter into this Contract by Resolution No. R-10-0387 adopted September 16, 2010; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and compensation set forth herein the City and Contractor agree as follows: 1. Definitions Active Traffic Infraction Detector System means a Traffic Infraction Detector System that has been approved by the Project Manager for use in the Program. Approach means one (1) direction of travel or one (1) or more lanes on a road or a traffic intersection up to five (5) contiguous lanes. Attachments or Exhibit means any Attachments or Exhibits to this Contract which are expressly incorporated by reference and made a part of this Contract as if set forth in full. Change Order means a written document ordering a change in the Contract. A change order must comply with the Contract Documents. City means the City of Miami, Florida, a Florida municipal corporation. In all respects hereunder, City's performance is pursuant to the City's capacity as Owner. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Contract. For the purposes of this Contract, "City" without modification shall mean the City Manager or 'Director, as applicable. City Commission means the legislative body of the City of Miami. Traffic Infraction Detector Program Page 4 City Manager means the duly appointed chief administrative officer of the City of Miami. Contract means this document, together with all documents Incorporated herein by reference and the Contract Documents. Contract Documents means the documents described in Article 10 of this Contract. Contractor means American Traffic Solutions, Inc., who will be responsible for the Program in accordance with the Contract Documents. Court means the Miami -Dade County court system which is responsible for the processing, disposition, and adjudication of all citations issued under the Contract. Cure means the action taken by the Contractor promptly after receipt of written notice from the City of a breach of the Contract Documents which shall be performed at no cost to the City, to repair, replace, correct, or remedy all material, equipment, or other elements of the Work or the Contract Documents affected by such breach, or to otherwise make good and eliminate such breach, including, without limitation, repairing, replacing or correcting any portion of the Work or the Project(s) site(s) disturbed in performing such cure. Cure Period means the period of time in which the Contractor is required to remedy deficiencies in the Work or compliance with the Contract Documents after receipt of written Notice to Cure from the City identifying the deficiencies and the time to Cure Director means the Chief of Police or his authorized designee, who has the authority and responsibility for managing the Project(s) under this Contract. FDOT means the Florida Department of Transportation, any successor agency or authorized public agency designee. Force Majeure means those certain failures to perform due to a condition of force majeure as defined in Article 37 of this Contract. Notice of Award means the written letter to the Contractor notify the Contractor that they have been awarded the Contract. Notice To Proceed means a written letter or directive issued by the Director or designee acknowledging that all conditions precedent have been met and directing that the Contractor may begin Work on the Program or the installation of Traffic Infraction Detector System(s) additional intersections, as applicable.. Plans and/or Drawings means the official graphic representations design and construction requirements of a Traffic Infraction Detector System to be installed at an intersection. Program means the furnishing, installation, operation, and maintenance of the Traffic Infraction Detector program In accordance with the Contract Documents, HB325/Chapter 2010-80 Laws of Florida and the rules and procedures promulgated by the Court. Program Manager means the person designated by Contractor as its lead representative to the City. The ,contractor's Program Manager shall have the authority to obligate and bind Contractor and to act on all matters on behalf of Contractor except for revisions to the Contract Documents and Change Orders. Program Manager's 'responsibilities include creating. clear and attainable project objectives, building the project requirements, and managing cost, time, and scope. Traffic Infraction Detector Program Page 5 Project Manager means the individual assigned by the Director to manage the Program. Request for Proposals or RFP means the solicitation issue by the City for the purposes of entering into a Contract for the Program, which is incorporated into a made a part of the Contract Documents. Response means the documents submitted by the Contractor in response to the RFP. Risk Administrator means the City's Risk Management Administrator, or designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. Scope of Work or Work means a comprehensive description of the activities, tasks, objectives, deliverables and milestones required for the Program. Subcontractor means a person, firm or corporation having a direct contract with Contractor who furnishes any portion of the Work, including materials and supplies, required by the Contract Documents. Successful Proposer means the firm that was selected by the City to enter into a contract to provide the Program. System means the database system, including all hardware and software utilized by the Contractor to operate and manage the Program. Traffic Infraction Detector System means the cameras, poles, cabinets, and any and all related operation equipment located at an intersection. Uncontrollable Factor means all uncontrollable factors found in the Location Performance Detail Report, including but not limited to plate or DMV record missing, plate obstructed, atypical weather related exceptions (beyond normal South Florida weather conditions known to include severe thunderstorms and heavy rain, etc.), vehicle stopped, valid right turn violations not enforced by the City, and various other factors that are not related to image or system quality performance or reliability which Contractor would need to document to the reasonable satisfaction of the City. Violation Processing System (VPS) means the back -office support system provided to the City through access to the AxsisTM System. 2. Overview/Recitals This Contract sets forth the teens and conditions pursuant to which Contractor will provide all the Work as required by and detailed in the Contract Documents for the Traffic Infraction Detector Program. The Recitals are incorporated into and made a part of this Contract. 3. Intention of City It is the intent of City to describe in the Contract Documents the Program to be provided in accordance with the Contract Documents and in accordance HB325/Chapter 2010-080 Laws of Florida, the Florida Statutes, and with all laws, rules and regulations governing the Program. All work, materials, supplies, and equipment that are specifically stated or that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be furnished by Contractor whether or not specifically stated. Traffic Infraction Detector Program Page 6 By executing this Contract the Contractor expressly warrants and agrees that the. Active Traffic Infraction Detector System, -the Program, and its Scope of Work will be In full compliance with HB 325, Chapter 2010-80 Laws of Florida, as amended, and with all rules, procedures and regulations adopted In furtherance of HB 325, Chapter 2010-80 Laws of Florida. These rules, procedures and regulations will include, but not be limited to, the Florida Department of Transportation's ("FDOT's") development and publishing of specifications for the placement and installation of the Traffic Infraction Detectors by June 30, 2010, as amended; the development and publishing of the specifications for equipment and testing by December 31, 2010, as amended; and any rule, regulation and procedure required by the Court having jurisdiction over the citations, violations or offenses arising under applicable state laws, or other state agency having Jurisdiction over the Program. Where words, which have a well-known technical or trade meaning, are used to describe work, materials or equipment, such words shall be interpreted in accordance with that meaning. Reference to standard specifications, manuals, or codes of any technical society, organization or association, or to the laws or regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code or laws or regulations in effect at the time of execution of the Contract and as may be implemented, amended, or become effective during the term of the Contract and the Contractor shall comply therewith. City shall have no duties other than those duties and obligations expressly set forth within the Contract Documents. 4. Scope of Work The Work specified in this Contract consists of furnishing all labor, material, equipment, vehicles, supplies, services, photographic, film, digital, computer equipment, software, hardware, and management necessary to furnish, install, operate, and maintain the Traffic Infraction Detector Program as required by this Contract and by the applicable laws of the State of Florida in a manner that will ensure an efficient and effective Program. The specific requirements of the Program are specified in the Contract Documents. 5. Contract Term The Contract shall commence upon issuance of the Notice of Award, which shall be issued subsequent to the execution of the Contract by the City. The Contract shall be for an initial period of five (5) years. Option to Renew/Extension of Term The City Manager shall at the sole discretion of the City, have the option to renew the Contract for up to two, two (2) year additional terms by furnishing a written notice of renewal by the City, Issued by the City Manager, to the Contractor thirty (30) or more calendar days prior to the expiration of the original term providing the Contractor is not in debt or default of any obligation to the City. . . In addition, the City Manager may extend the term of the Contract for a period of up to ninety (90) days should the City decide not to exercise an option to renew or at the expiration of the option to renew terms. Such extension shall be for the sole purpose of closing out the Contract' In accordance with the -requirements of the Contract. Traffic Infraction Detector Program Page 7 6. Notices Whenever notice Is desired or required under this Contract, the notice shall be given in writing, by mail, email, facsimile or via courier/delivery service, must be addressed to the party for whom it Is intended and delivered at the place last specified ("Notice"); and the place for giving of notice shall remain such until it shall have been changed by Notice given in compliance with this provision. Notice shall be deemed given on the date received or within 3 days of mailing, if mailed through the United States Postal Service. If given via email or facsimile, Notice shall be deemed given on the date sent. If given via courier/delivery service, Notice shall be deemed given upon the initial delivery date by the courier/delivery service. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Carlos A. Migoya City Manager Office of the City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 Miguel Exposito Chief of Police Police Department- Central Headquarters City of Miami 400 N.W. 2nd Ave. Miami, Florida 33128 Julie O. Bru City Attorney City Attorney's Office City of Miami 444 SW 2nd Avenue, 9H, Floor Miami, Florida 33130 For Contractor: Adam Tuton Chief Operating Officer American Traffic Solutions, Inc. 7681 East Gray Road Scottsdale, AZ 85260 During the Work, the Contractor and Program Manager shall maintain continuing communications with the Project Manager. The Contractor and Program Manager shall keep the City fully informed as to the status of the Program at all times throughout the term of the Contract. 7. Contract Term The Contract shall commence upon issuance of the Notice of Award, which shall be issued subsequent to the execution of the Contract by the City. The Contract shall terminate upon notice by the City that the Contract has been closed -out after final completion or otherwise terminated by the City pursuant to the terms and conditions herein set forth. Traffic Infraction Detector Program Page 8 8. Time is of the Essence Time is of the essence of this Contract and the Contractor will promptly perform its duties -under the Contract Documents and' will give the Work as much •priority as is necessary to cause the Work to be performed in accordance with the Contract Documents. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain compliance with the requirements and deadlines established in the Contract Documents. All dates and periods of time set forth in the Contract Documents, including those established by HB325/Chapter 2010-80 Laws of Florida, as amended, FDOT, and the Court have been included because of their importance to the City. Except and only to the extent provided otherwise by this Contract, the Contractor agrees to the assessment of liquidated damages as provided In Article 58 of the Contract. The Contractor acknowledges that the City is purchasing the right to have the Contractor's Program Manager, or a designee, available 100% of the time to this Program during the term of the Contract, Contractor will provide 24/7 support for the Program. 9. Contract Documents The Contract Documents are complementary and are inclusive of all items necessary for the execution and performance of the Work by the Contractor. Contractor shall perform all Work indicated in or reasonably inferable from and consistent with the Contract Documents for the proper operation of the Program. The Contract Documents shall consist of this Contract, the RFP, the RFP Response, any negotiated revisions to the RFP Response agreed to in writing by both parties to the Contract, any Change Orders issued thereto, duly issued and agreed upon in writing after execution of the Contract. Any modification to this Contract shall only be effective if it is reduced to writing, and duly executed by both parties. The Contract Documents are to be inclusive of all items necessary for the proper operation of the Program by the Contractor, The Contract Documents represent the entire and integrated agreement between Contractor and City hereto and supersedes all prior negotiations, representations or agreements, either written or oral. The Contract Documents shall not be construed • to create a contractual relationship of any kind between the City and any Subcontractor, Subcontractor, Suppliers, Material Persons, Third Party Vendors, or similar persons or entities not a party to this Contract, 10. Program Representation The Contractor acknowledges that it has satisfied itself as to all of the requirements of the Program, and any failure by the Contractor to acquaint itself with any and all aspects of the Program shall not relieve Contractor from responsibility for complying with all of the requirements of the Contract Documents. 11. Contractor's Responsibility Contractor accepts the relationship of trust and confidence established between Contractor and City by this Contract. Contractor recognizes the necessity of a close working relationship with City and agrees to furnish the skill and judgment of its organization in the performance of this Contract and to cooperate in furthering the interests=of City. Contractor shall provide Contractor's knowledge, Ideas, experience, Traffic Infraction Detector Program Page 9 and abilities relating to all aspects of the Program; furnish efficient business administration and superintendence; and use Its best efforts to arrange for all personnel, materials, equipment, vehicles, supplies, and other services and things to manage the Program In the best and soundest way and in the most efficient and effective manner consistent with the interests and objectives of City and the Contract Documents. Contractor agrees to advise and make written recommendations to the City as specified in the Contract. Contractor shall provide administrative, management and related services as required to coordinate, supervise and manage the performance of the Program in accordance with the Contract Documents. Contractor shall be responsible to the City for the acts and omissions of Contractor's employees, Subcontractors and their agents and employees, and any other persons performing any of the Work under a contract with Contractor, or claiming by, through or under Contractor, for all damages, losses, costs and expenses resulting from such acts or omissions. 12. Proposal Bond/Guaranty The execution of this Contract is precedent upon the Contractor providing a Proposal Bond in accordance with the requirements of the RFP. The RFP must be accompanied by an original bond by a Surety or by cash, money order, certified check, cashier's check, or Unconditional/Irrevocable Letter of Credit in the amount of $25,000. The return of the Bond or Guarantee is conditioned upon the Successful Proposer executing a Contract with the City, unless the City in its sole discretion determines not to enter into a Contract. The form of the Proposal Bond shall be in a form acceptable to the City. A PERSONAL CHECK OR A COMPANY CHECK OR OTHER SUBSTITUTE SECURITY NOT LISTED IN THIS SECTION SHALL NOT BE DEEMED A VALID GUARANTY. The City Manager may accept a cashier's (bank), an irrevocable, unconditional letter of credit drawn on a local bank, or cash (US) if the Manager finds the City's interests would be protected by such acceptance. The Guaranty or Bond shall be forfeited to the City as Liquidated Damages, not as a penalty, for the cost and expense incurred should the Successful Proposer fail to execute the Contract. 13. Indemnification Contractor shall indemnify and hold harmless City, its officers, agents, departments, instrumentalities directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract, and/or any civil action alleging. the Contract was awarded in violation of any applicable law or ordinance, and/or that the Contractor Is not performing this Contract In accordance with applicable laws including without limitation HB 325, Chapter 2010-80, Laws of Florida, as amended, and with rules, procedures, and ; regulations adopted In furtherance of HB 325/Chapter .20't0••80. Performance of this Contract Includes any civil action alleging that signage, tIck+ts,.notizes of violations, and similar documents within the control of Contractor -evidencing •the offense do not comply or are otherwise In conflict with applicable laws. These indemnifications shall survive the term of thls Contract and any termination or expiration of this Contract. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written Traffic Infraction Detector Program Page 10 notice from City, resist, Investigate and defend such action or proceeding by counsel satisfactory to City Attorney. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, departments, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Contractor to defend at its own expense to and through trial, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against City whether performed by Contractor, or persons employed or utilized by Contractor. This indemnity will survive the cancellation or expiration of the Contract. This indemnity will be interpreted under the laws of the State of Florida, Including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Fla. Statutes, if determined to be applicable by a court. Contractor shall require all Subcontractor agreements to include a provision that they will indemnify the City. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City in no way assumes or shares any responsibility or liability of the Contractor or Subcontractor, under this Contract. Ten ($10.00) dollars payable by the City to the Contractor constitutes separate and distinct consideration for this indemnity and hold harmless provision, the sufficiency of which is hereby acknowledged by the Contractor. 14. Insurance Without limiting any of the other obligations or liabilities of the Contractor, Contractor shall provide,. pay for, and maintain in force until expiration of the Contract, the insurance coverage's set forth herein 14.1. Workers' Compensation insurance to apply for all employees in compliance with the Statutory "Workers' Compensation Law" of the State of Florida and all applicable federal laws. In addition, the policy (ies) must include: • Waiver of subrogation • Statutory State of Florida • Limits of Liability 14.22,. Employers' Liability with a limit of One Million Dollars ($1,000,000.00) each bodily injury caused by an accident, each accident. One Million Dollars ($1,000,000.00) each bodily injury caused by disease, each employee. One Million • Dollars ($1,000,000.00) each bodily injury caused by disease, policy limit, 14.3. Commercial General Liability ,(CGL) with minimum limits of One Million Dollars ($1,000,000.00) per occurrence, for Bodily injury Liability and Property Damage Liability, with a general aggregate Limit of Two Million Dollars ($2,000,000.00): Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability policy Traffic Infraction Detector Program Page 11 form, without restrictive endorsements, as filed by the Insurance Services Office, and must include: • Products and Completed Operations with a limit of One Million Dollars ($1,000,000.00) per project. Contractor shall maintain this coverage in force for three years after completion of all Work required under the Contract. Personal and Advertising Injury with a limit of One Million Dollars ($1,000,000). ® CGL Required Endorsements o Employees included as insured o Contingent Liability ( Independent Contractor Coverage) 0 Contractual Liability o Waver of Subrogation o Premises and/or Operations o Explosion, Collapse and Underground hazard (If applicable) o Loading and Unloading o Mobile Equipment (Contractor's) whether owned, leased, borrowed or rented by Contractor or employees of the Contractor, 14.4. Business Automobile Liability with minimum limits of One °Million Dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the insurance Services Office, and must include • Owned Vehicles. • Hired and Non -Owned Vehicles. ■ City of Miami as Additional Insured 14. 5. Umbrella Policy (Excess Follow Form) ■ Bodily injury and property damage liability with lirnits of Two Million Dollars ($2,000,000) each occurrence and an aggregate limit of Two Million Dollars ($2,000,000). Excess coverage over the policies as follows: • Commercial General Liability • Business Automobile Liability ■ Employer's Liability (VV/C) City shall be listed as an additional Insured. Notice of Cancellation and/or material changes --The policy (ies) must be endorsed to provide City with notice of cancellation and/or material changes in accordance to policy provisions. Contractor shall furnish• to the 'Project Manager the Certificates of Insurance or endorsements evidencing the insurance coverage specified above within fifteen (15) calendar days after notification by the City and prior to award of the Contract. AWard if the Contract is contingent upon providing proof of the required insurance. The required Certificates of Insurance shall name the types of policies provided, refer Traffic Infraction Detector Program -Page 12 • specifically to this Contract, and state that such insurance is as required by this Contract. The official title to be shown for the Owner is the City of Miami, Florida. This official title shall be used in all insurance documentation. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. The Risk Administrator or his/her authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) day written notice to the Contractor in accordance with Article 7, Notices. Contractor shall comply with such requests unless the insurance coverage Is not then readily available in the national market. An additive or deductive change order will be issued to adjust the Contract Fee as necessary. 15. Construction Key Personnel and Staffing Contractor shall assign to this Project all of the Key Personnel identified in its RFP Response. Such personnel shall remain assigned to the Project through the duration of this Project and shall not be reassigned without the prior written approval of the City's Project Manager, unless the individual has left the employment of the Contractor. Program Manager shall be authorized to act on behalf of the Contractor to coordinate all aspects of the Program. The Program Manager or designee is expected to be available '100°/0 of his/her time full-time as assigned to the Program. Contractor will provide 24/7 support for the Program. The employee(s) of the Contractor and Subcontractors shall be considered to he at all times employee(s) of the Contractor or the Subcontractors, as applicable, and not an employee(s) or agent(s) of the City or any of its departments. The Contractor agrees that the Contractor and Its Subcontractors shall at all times employ, maintain and assign to the Program a sufficient number of competent and qualified personnel to meet the requirements of the Program. The Contractor and Subcontractors agree toadjust staffing levels or to replace any staff personnel to ensure that the Program is managed and operated in an efficient and effective manner and in accordance with the requirements of the Contract. 16. Subcontractors A Subcontractor is any person or entity that is performing, furnishing, supplying or providing any portion of the Work pursuant to a contract with Contractor. Contractor. shall be solely responsible for and have control over the Subcontractors. All subcontracts shall: require each Subcontractor to be bound to the Contractor to the same extent Contractor is bound to the City by the terms of the Contract Documents, as those terms may apply to the portion of the Work to be performed by the Subcontractor; ,Traffic Infraction Detector Program Page 13 • Require the Subcontractor to indemnify and hold harmless the City, its officers, agents,. directors, and employees, and instrumentalities- as provided in this Contract. • provide that the City will be an additional indemnified party of the subcontract; • a provision requiring Subcontractor to maintain Insurance in accordance with the Contract Documents or as may be required by the Risk Administrator; • provide that the City will be an additional insured on all Insurance policies required to be provided by the Subcontractor except worker's' compensation; Contractor shall require all Subcontractor agreements to Include a provision that they will indemnify and hold harmless the City, its officers, agents, directors, and employees, and instrumentalities as herein provided. 17. Installation of Traffic Infraction Detector Systems Contractor shall be solely responsible for the installation of, and all cost associated therewith for all Traffic Infraction Detector Systems. Contractor shall be responsible for all property access requirements (easement agreements), design, approvals, permitting, construction, including Work performed by Subcontractors, required for the performance of the Work necessary for the installation of the Traffic Infraction Detector Systems, including but not limited to: • Contractor shall only install Traffic Infraction Detector Systems at intersection approved in writing by the Project Manager. The City may add additional intersections to the initial nineteen (19), up to an unlimited amount, during the term of the Contract. Such additions will be added through the issuance of a Change Order and Work on new installations shall not commence until the Project Manager issues a written Notice to Proceed. • Obtaining any required easement agreements necessary for the installation of the Detector Systems. It is the sole responsibility of the Contractor to obtain any easements required for the Traffic Infraction Detector System(s) to be installed at an approved intersection. Where the City owns the property the City will provide access to the property for the purpose of the installation and maintenance of the Traffic Infraction Detector Syster(s)_ • Contractor is solely responsible for the design and installation, including any associated construction work that may be required to install the Traffic Infraction Detector System(s) at approved intersections. Contractor is responsible for obtaining any and all permits, at its sole cost required for installation. The City will waive any City of Miami construction master or trade permits required by the City. Permit fees require by other public entities will not be waived. • Any traffic infraction detector installed by the Contractor will meet specifications established by the FDOT, and must be tested at regular intervals according to specifications prescribed by the FDOT. • Contractor shall submit all design plans to the Project Manager for review and approval prior t to the design plans being submitted for permitting. • Contractor is required to obtain all permit inspections and provide the Project Manager copies of all permit approvals. • Contractor shall be responsible for coordinating any Installation work with utilities companies, FDOT, Mlami-Dade County or any other individual or business, which may be affected by the installation of the Traffic Infraction Detector System. Contractor shall be solely liable .and responsible for all cost for the Traffic Infraction Detector Program Page 14 repair of any damage to any property, public or private, which results from the _ Contractor's Work. • Project Manager shall inspect the installation of each Traffic Infraction Detector System installed at an intersection and issue a written acceptance of said installation. Project Manager shall have the authority to accept or reject the installation Work, or require modification of the Work. • Any new Traffic Infraction Detector System installed at an Intersection shall not become an Active Traffic Infraction Detector System under the Program until the Contractor has tested the Traffic Infraction Detector System and demonstrated to the satisfaction of the Project Manager that the Traffic Infraction Detector System(s) is working in accordance with the requirements of the Contract Documents. Project Manager shall issue written acceptance and designate the Traffic Infraction Detector System(s) .as an. Active. Traffic Infraction Detector System(s) at which time the Active Traffic Infraction Detector System shall become operational under the Program. 18. Primary Contact Contractor shall coordinate all correspondence, submittals, applications for payment, requests for information, change orders, claims and any other requests or documents through the Project Manager. 19. Ownership of the Equipment and Data Contractor shall retain sole ownership of all equipment, including but not limited to the Traffic Infraction Detector System and the System, which shall be maintained free and clear of any liens, encumbrances, pledges, security interests, or guaranties, not including company lender security interests. The Contractor shall maintain direct ownership of the equipment during its use under the Program. Where the City determines that the Contractor does not possess sole ownership of said equipment the City may, at its sole discretion, required the replacement of the equipment at the sole cost of the Contractor, with equipment owned by the Contractor. Should the Contractor fail to replace said equipment the City may assess liquidated damages, as stipulate in Article 58 of the Contract or find the Contractor in default of the Contract. At the expiration of the Contract the City may, at its sole discretion, negotiate to purchase some or all of the equipment. All data and documents collected or generated under this Contract which would routinely be kept and maintained by the City in its usual course of business are the property of .the City and as such shall be considered public records, to be disposed of in accordance with state law, except for any data or documents that the Contractor has designated as confidential, in accordance with applicable Florida Statutes. Contractor shall be required to provide such documentation as may be necessary to respond to public records requests received by the City. Court records of courts of competent jurisdiction of the State of Florida which are part of the State Court System, which are not in the possession of the Contractor or the City are not public records of the City of Miami. At the completion of the Contract the Contractor shall turn over all data to the City in an electronic format acceptable to the City that allows for its use in a database system owned by the City. Final Payment shall not be made to the Contractor until the City has received all of the data. Traffic Infraction Detector Program Page 15 20. Continuing the Work Contractor shall carry on the Program and adhere : to the requirements of the Contract Documents during all disputes or disagreements with City. The Work shall not be delayed, postponed pending resolution of any disputes or disagreements. All disputes shall be resolved in accordance with the provisions of the Contract Documents. 21. Discretion of Director Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 22. Authority of the City's Project Manager The Director hereby authorizes the' Project Manager designated by the Director, without limitation, to be the City's point of contact for the management of the Program. All Work shall be coordinated through the Project Manager, including day to day operations, answering all questions of any nature whatsoever arising out of, under or in connection with, or in any way relating to or on account of the Work under the Program, and the interpretation of the Work to be performed the Contract Documents. The Contractor shall be bound by all determinations or orders of the Project Manager and shall promptly respond to requests of the Project Manager. Where requests are made orally, the Project Manager will follow up in writing, as soon thereafter as is practicable. The Project Manager shall have authority to act on behalf of the City to the extent provided by the Contract Documents, unless otherwise modified in writing by the City. All instructions to the Contractor shall be issued in writing. All instructions to the Contractor shall be issued through the Director, or the Project Manager. The City's Project Manager and other representatives of the City, as authorized by the Director, shall have access to the Contractor's operations facility during normal work hours. The Project Manager shall endeavor to provide a minimum of twenty- four hours advance notice to the Contractor. All interpretations and recommendations of the Project Manager and Director shall he consistent with the intent of the Contract Documents. The Project Manager will not he responsible for the acts, errors, or omissions of the Contractor, or anyone employed or contracted directly or Indirectly by the Contractor, including any Subcontractor, or any of their agents or employees, or any other persons performing any of the Work. Project Manager will not be responsible for ensuring that the Active Traffic Infraction Detector System, the Program and the Scope of Work as are all referenced herein will be in compliance with applicable laws, rules and regulations, -this shall be the sole responsibility of the Contractor. 23. Reference Standards Reference to the standards of any technical society, organization or body shall be construed to mean the latest standard adopted and published at the date of RFP or as subsequently amended or revised, even though reference may have teen. made to an earlier standard, unless otherwise stipulated in the Contract Documents. Such reference is hereby made a part.of the Contract Documents,,the same as if herein Traffic infraction Detector Program Page 16 repeated in full and in the event of any conflict between any of these standards and those specified, the most stringent shall govern unless otherwise stated. 24. Changes in the Work or Terms of Contract Documents Without invalidating the Contract, City reserves and shall have the right, from time to time to make such increases, decreases or other changes in the character or quantity of the Work as may be considered necessary or desirable, including but not limited to the addition or deletion of traffic intersections from Program. Any extra or additional Work within the scope of the Program must be accomplished by means of a Change Orders issued in accordance with this Contract. Any changes to the terms of the Contract Documents must he contained in a written document, executed by the parties hereto; This Article shall not prohibit the Issuance of Change Orders executed only by City as hereinafter provided. 25. Extension of Time The Contract Documents contain specific timeframes for performance of certain specific aspects of the Work under the Program. Contractor is solely responsible for meeting the timeframes established in the Contract Documents. Where the Contractor may be delayed in meeting the established timeframes due to a force majeure, or other intervening event outside the control of the Contractor, the Contractor shall submit a written request for delay to the Project Manager, within five (5) calendar days of the intervening event. Such a request must clearly substantiate the reason and time impact for the delay. The Project Manager, at his/her sole discretion may approve or reject the request for delay, or request that additional information be provided prior to making a determination. Failure to submit written notice to the Project Manager within five (5) calendar days shall result in the City not considering any request for delay due to the intervening event. 26. Safety Precautions Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs required to maintain safe work environment(s), inclusive of all Work performed in the office or in the field. Contractor and its Subcontractors shall take all necessary precautions for the safety of its employees sand the public, and shall provide the necessary protection to prevent damage, injury or Toss to: • All employees and other persons who may be affected where Work is being performed; • All equipment and materials used in or to be incorporated into the Program, whether in an office environment, in the field, or at an intersection; and • Other property at an intersection where a Traffic Infraction Detector System is being installed, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities. The Contractor warrants that It will comply with all OSHA requirements as well as all safety precautions as required by federal, state or local laws, rules, regulations and ordinances. 27. Priority of Provisions If there is a conflict or inconsistency between any term, statement requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Contract by reference and a term, statement, Traffic Infraction Detector Program Page 17 requirement, or provision of this Contract, then the provision that imposes the quality, quantity, duty orobligation most consistent with the intent of the Contract Documents, as reasonably determined by the City, shall govern. Should any conflict or inconsistency continue to exist, the following order of precedence shall apply: In the event of conflicts in the Contract Documents, the priorities stated below shall govern; • Change Orders to the Contract Documents shall govern over the Contract Documents. • Contract Documents shall govern over the RFP Response. • Final Negotiated changes to RFP Response shall govern Response. • Contract shall govern over.the.RFP Response. • Addendum to the RFP shall govern over the RFP. In the event of omissions in the Contract Documents which are not complete as to any incidental details or requirements of the Program, such details or requirements shall be deemed to be an implied requirement of the Contract Documents. 28. Payments No fee shall be required during the initial public awareness campaign which shall be no fewer than forty-five (45) days. The public awareness campaign plan shall be subject to the approval of the City Manager. Payments shall be made on a monthly basis for the Work performed in the previous month based on a monthly fee per camera as detailed below, for each intersection with an Active Traffic Infraction Detector System. Cameras per intersection Monthly Fee One Carnera $ 4,750 Two Cameras $ 4,500 Three Cameras $4,350 Four Cameras $ 4,250 over the RFP Where an Active Traffic Infraction Detector System is in operation for less than the full month being invoiced, the Contractor shall invoice on a pro rata basis for the month. Payment of an approved Application for Payment shall be made within forty-five (45) days after receipt of Contractor's invoice by the City, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. City and Contractor shall agree on a standard format for all invoices prior to the submission of the first invoice, The monthly per camera fee shall consist of the total compensation for furnishing installing, operating and maintaining the Program Inclusive of any/all direct and indirect expenses (including cost of regular and certified mail associated with issuance of warnings, citations and/or violations). Should the City monthly revenue Traffic Infraction Detector Program .Page 18 for a particular camera fall short of the cost of the fee for that camera, the Contractor will absorb the difference In cost for that camera that month. The City will not pay any fee per camera that exceeds the revenue per that camera received by the City. 29. Payments Related to Guaranteed Obligations The City may withhold from any payments to be made such sums as may reasonably be necessary to ensure payment to a Subcontractor or supplier who has notified the City in writing that it has not been paid in accordance with the State of Florida Local Government Prompt Payment Act§ 218.70-218.79, Fla. Statutes,. The Project Manager, prior to withholding or deducting any monies hereunder, shall give the Contractor prior written notice providing the basis for the withholding or deduction. Upon the Project 'Manager's determination that the Contractor has fulfilled its obligations, the City will pay the Contractor any monies owed. 30. Default! Events of Default An event of default shall mean a breach of the Contract by the Contractor ("Event of Default"). Without limiting the generality of the foregoing, and in addition to those instances referred to herein as a breach, an Event of Default shall include but is not limited to, the following: • The Contractor has not managed or operated the Program, including the performance standards set forth in the Contract Documents, in accordance with the requirements of the Contract Documents. • The Contractor has not installed or maintained Traffic Infraction Detector Systems in a timely manner; • The Contractor has failed to make prompt payment to Subcontractors or suppliers for any services. materials or equipment they have provided; • The Contractor has become insolvent or has assigned the proceeds received for the benefit of the Contractor's creditors, or the Contractor has taken advantage • of any insolvency statute or debtor/creditor law or if the Contractor's affairs have been put in the hands of a receiver; • The Contractor has failed to obtain the approval of the City, FDOT, Miami -Dade County, or the Court where required by the Contract Documents; • Contractor fails to obtain or maintain the insurance herein required. • Contractor fails to comply with any of its duties under this Contract, with any terms or conditions set forth in this Contract beyond the specified period allowed to cure such default. • Contractor fails to commence the VVork within the timeframes provided or contemplated herein, or fails to complete the Work in a timely manner as required by the Contract Documents. • When, in the opinion of the City, reasonable grounds for uncertainty exist with respect to the Contractor's ability to continue to perform the Work required by the Program, the City shall notify the Contractor in writing that it must, within the time frame set forth in the City's request, provide adequate assurances and an action plan to the City, in writing, of the Contractor's ability to perform In accordance with the terms of the Contract Documents. In the event that the Contractor fails to provide to the City the requested assurances within the prescribed time frame or subsequently fails to meet the requirements of the action plan, such failure shall be deemed an Event of Default. In the event the Traffic Infraction Detector Program Page 19 City may, at its sole discretion terminate the Contract for default, the City or its designated representatives shall have ,Tight .toimmediately possession of all applicable documentation and data. • Where the City erroneously terminates the Contract for default, the terminations shall be converted to a Termination for Convenience, and the Contractor shall have no further recourse of any nature for wrongful termination. 31. Notice of Default -Opportunity to Cure In the event that the City determines that an Event of Default has occurred, the City may, at its sole discretion, notify the Contractor, specifying the basis for such default, and advising the Contractor that such default must be cured within Cure Period determined by the City. The City is under no obligation to issue such notification. The City may grant an extension to the Cure Period if the City deems it appropriate and in the hest interest of the City, without waiver of any of the City's rights hereunder. The City, at its sole discretion, may have a default corrected by its own forces or another contractor and any such costs incurred will be deducted from any sums due the Contractor under this Contract or any other contract between Contractor and the City. 32. Remedies for Contractor's Default If an Event of Default occurs that Is not cured within the applicable Cure Period, if any, then in addition to all remedies available to It by law, the City may (I) have the default corrected by its own forces or another contractor, and any such costs incurred will be deducted from any sums due the Contractor under this Contract or any other contract between Contractor and the City, (ii) suspend any payment or part thereof or order a Work stoppage until such time as the issues concerning compliance are resolved, or (iii) immediately, upon written notice to Contractor, terminate this Contract whereupon all payments, advances, or other compensation paid by the City to Contractor while Contractor was in default shall be immediately returned to the City. Its the event the City exercises it right to terminate due to a default, the City shall be entitled to possession of all data generated. by the Program, which is owned by the /City. In such event Contractor fails to furnish to the City said data, the City shall retain any payment due the Contractor until said data is provided to the City. The City may also take any necessary and appropriate action available under this Contract or under the law. Additionally, Contractor shall be liable for all costs and expenses incurred by the City in the re -procurement of the Work under this Contract. The Contractor shall stop Work as of the date of notification of the termination. At the City's option, the City may order the Contractor to immediately remove all Traffic Infraction Detector Systems from the Work Site. The City assumes no liability for the Contractor's failure to remove the Traffic Infraction Detector Systems as required. Contractor shall promptly return all City owned property to a location(s) designated by the Project Manager. No payments will be made to the Contractor for any sum owed the Contractor until all material and data are turned over to the City. Contractor shall also be required to restore the Intersections where Traffic Infraction Detector Systems are removed to their pre-existing condition. Contractor understands and agrees that termination of this Contract under this Article shall not release Contractor from its obligations under this. Contract and the Contract Documents. Traffic Infraction Detector Program Page 20 As an alternative to termination, the City may bring suit or proceedings for specific performance or for an injunction. Where it has been determined by a court of competent jurisdiction that the Contractor has been erroneously terminated, such termination shall be deemed to have occurred under Article 33, as a Termination for Convenience. 33. Termination for Convenience in addition to any other rights the City may have by law or under this Contract with respect to cancellation or termination, the City may at any time, after the first year following the initial installation of the cameras, In its sole discretion, with or without cause, terminate the Contract, in whole or in part, by written notice to the Contractor. Such Written Notice shall state the date upon which Contractor shall cease all Work under the Contract and remove the Traffic Infraction Detector Systems. The Contractor shall, upon receipt of such notice, unless otherwise directed by the City: • Stop all Work on the Program on the date specified in the notice ("the Effective Date"); • Take no action that shall increase the amounts payable by the City under the Contract Documents; and • Take reasonable measures to mitigate the City's liability under the Contract Documents. • All Work Product, including but not limited to data, reports and other documents, including electronic documents,, related to Program, must be turned over to the City. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by Contractor until all documentation is delivered to the City. In the event that the City exercises its right to terminate this Contract, the City will pay the Contractor the monthly fee(s) due, through the Termination for Convenience termination date, based on the Active Traffic Infraction Detector Systems. All payments pursuant to this Article shall be accepted by the Contractor in full satisfaction of all claims against the City arising out of the termination. Further, the 'City may deduct or set off against any sums due and payable under this Article any 'claims it may have against the Contractor. Contractor shall promptly return all City owned property to a location(s) designated by the Project Manager. No payments will be made to the Contractor for any sum owed the Contractor until all material and data are turned over to the City. Contractor shall also be required to restore the intersections where Traffic Infraction Detector Systems are removed to their pre-existing condition. Contractor shall not be entitled to lost profits, overhead or consequential damages as a result of a Termination for Convenience and all payments made under the Contract are subject to audit by the City. 34. Termination Due To Undisclosed Lobbyist Or Agent Contractor warrants that it has not employed or retained any company or person to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual or firm any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Contract. Traffic Infraction Detector Program Page 21 For the breach or violation of thls provision, the City shall have the right to terminate the Contract without liability. 35. Materiality and Waiver of Breach City and Contractor agree that each requirement, duty, and obligation set forth in these Contract Documents is substantial and important to the formation of this Contract and, therefore, is a material term hereof. City's failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver or any failure on the part of the City to act on any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Contract. 36. Force Majeure Should any failure to perform on the part of Contractor be due to a condition of force majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. If the Contractor is delayed in performing any obligation under this Contract due to a force majeure condition, the Contractor shall request a time extension from the City within two (2) working days of said force majeure occurrence. Any time extension shall be subject to mutual agreement and shall not be cause for any claim by the Contractor for extra compensation unless additional services are required. Force Majeure shall not include Inclement weather, except as permitted by Florida law, and shall not include the acts or omissions of Subcontractors or suppliers. 37. Resolution of Contract Disputes Contractor understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Contract by the City shall be submitted for resolution in the following manner. The initial step shall be for the Contractor to notify the City's Project Manager in writing of the claim or dispute and submit a copy to the City of Miami personnel identified in Article 6, Notices. Should the Contractor and the .Project Manager fail to resolve the dispute, the Contractor shall submit the dispute in writing, with all supporting documentation, to the Capital Improvements Program Assistant Director, as identified in Article 7, Notices. Upon receipt of said notification, the Assistant Director shall review the issues relative to the claim or dispute and issue a written finding. Should the Contractor and the Assistant Director fail to resolve the dispute within fourteen (14) calendar days, or such other timeframe agreed to by both parties in writing, the Contractor shall submit the dispute In writing, within five (5) calendar. days of the issuance of the written finding, to the Director. Failure to submit such appeal of the written findieig within five (5) calendar days shall constitute acoeptance of the finding by the Contractor. Upon receipt of said notification, the Director shall review the issues relative to the claim or dispute and issue a written finding within fourteen (14) calendar .days, or such other timeframe agreed to :by both parties in writing. Contractor must submit any further appeal in writing within five (5) calendar days of the issuance of the written finding or failure by the Director to issue a written finding, Traffic Infraction Detector Program Page 22 to the City Manager. Failure to submit such appeal of the written finding within five (5) calendar days shallconstitute acceptance of the finding by the Contractor. Appeal to the City Manager for his/her resolution, is required prior to Contractor being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $100,000, the City Manager's decision shall be approved or disapproved by the City Commission. Contractor shall not be entitled to seek judicial relief unless it has complied with all of the requirements of this Article, and: • it has first received City Manager's written decision, approved by the City Commission, if applicable, or • a period of thirty (30) days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) days has expired where City Manager's decision is subject to City Commission for approval; or • City has waived compliance with the procedure set forth in this Article by written instrument(s) signed by the City Manager. In the event the determination of a dispute under this Article is unacceptable to the Contractor, the Contractor must notify the City, in writing, within seven (7) calendar days of receipt of the written determination that it intends to seek arbitration of the claim. The notice must state the basis of the objection and must be accompanied by a statement that any price or time adjustment claimed is the entire adjustment to which the Contractor has reason to believe it is entitled to as a result of the determination. Failure to submit such notification within the stipulated timeframe shall constitute acceptance of the City's final position in response to any claim. Both parties will work together and make their best efforts to have the mediation held within thirty (30) calendar days of the request being submitted by the Contractor. Within sixty (60) calendar days after expiration of the Contract, the parties shall participate in mediation to address all objections to any determinations hereunder afid to attempt to prevent litigation. The mediator shall be mutually agreed upon by the parties. Should any objection not be resolved in mediation, the parties retain all 'their legal rights and remedies provided under State law. Contractor specifically waives all of its rights provided hereunder, including its rights and remedies under State law, if said party fails to comply in strict accordance with the requirernents of this Article. Notwithstanding the existence of any dispute between the City and Contractor, each Party shall continue to perform as required under the Contract Documents, and City shall continue to pay Contractor as provided In the Contract Documents. 38. Mediation - Waiver of Jury Trial In an effort to engage in a cooperative 'effort to resolve conflict which may arise during the course of the design and/or construction of the Project, and/or following the completion of the Project, the parties to this Contract agree that all unresolved disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will share the costs of a certified Mediator on a 50/50 basis. Traffic Infraction Detector Program Page 23 In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to..jury trial ,or to filepermissive counterclaims in any action arising under this Contract. Any dispute submitted to the courts for resolution prior to the completion of the procedures stipulated in Article 38, Resolution of Contract Disputes and Article 39, Mediation —Waiver of Jury Trial shall be rejected by the courts until such time as the stipulated procedures have been completed. 39. Applicable Law and Venue Of Litigation; Waiver of Jury Trial and Permissive Counterclaims This Contract shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Contract, or arising out of this .Contract, shall be brought In Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of Contractor's duties to indemnify the City under this Contract where Contractor shall pay the City's reasonable attorney's fees. In order to expedite the conclusion of litigation between the parties the Contractor and City each agree that in any suit or action between themselves involving performance or breach of this Contract they each voluntarily and knowingly waive their right to demand a jury trial or to file a permissive counterclaim in suits or actions between the parties under this Section. 40. City May Avail Itself of All Remedies The City may avail itself of each and every remedy herein specifically given to it now or existing at law or in equity, and each and every such remedy shall be in addition to every other remedy so specifically given or otherwise so existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the City. The exercise or the beginning of the exercise, of one remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter, of any other remedy. The City's rights and remedies as set forth In the Contract Documents are not exclusive and are in addition to any other rights and remedies in law or in equity. 41. Public Entity Crimes In accordance with the Public Crimes Act, Section 287.133, Florida Statutes, a person or affiliate who is a contractor, consultant or other provider, who has been placed on the convicted vendor list following a conviction for a public entity crime, may not submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not submit bids on leases of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or sub consultant under a contract with the City, and may not transact any business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section by Contractor shall result in cancellation of the City purchase and may result in Contractor's debarment. 42. Audit Rights Contractor's records which shall include but not be limited to accounting records, payroll time sheets, cancelled payroll checks, W-2's, 1099's, written policies and procedures, computer records, disks and software, videos, photographs, subcontract Traffic Infraction Detector Program Page 24 files (including proposals of successful and unsuccessful bidders), originals estimates,- estimating .worksheets, correspondence, .change order files (including documentation covering negotiated settlements), and any other supporting evidence necessary to substantiate charges related to this Contract (all the foregoing hereinafter referred to as "records") shall be open to inspection and subject to audit and/or reproduction, during normal working hours, by City's agent or Its authorized representative to the extent necessary to adequately permit evaluation and verification of any invoices, payments or claims submitted by the Contractor or any of his payees pursuant to the execution of the Contract. Such records subject to examination shall also include, but not be limited to, those records necessary to evaluate and verify direct and indirect costs (including overhead allocations) as they may apply to costs associated with this Contract. Records subject to the provisions of Public Record Law, Florida Statutes Chapter 119, shall be kept in accordance with such statute. Otherwise, for the purpose of such audits, inspections, examinations and evaluations, the City's agent or authorized representative shall have access to said records from the effective date of this Contract, for the duration of the Work, and until 5 years after the date of final payment by the City to Contractor pursuant to this Contract. The City's agent or its authorized representative shall have access to the Contractor's facilities, shall have access to all necessary records, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with this provision. The City or its authorized representative shall give auditees reasonable advance notice of intended audits. 43. Nondiscrimination, Equal Employment Opportunity, and Americans with Disabilities Act Contractor warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's performance under this Contract on account of race, color, sex, religion, ale, handicap, marital status or national origin. Contractor further covenants that no otherwise qualified individual shall, solelyby reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from rparticipation in, be denied services, or be subject to discrimination under any provision of this Contract. Contractor shall affirmatively comply with. all applicable provisions of the Americans with Disabilities Act .(ADA) in the course of providing any services funded by City, including Titles I and ll of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. 44. Independent Contractor . The Contractor is engaged as an independent .business and agrees to perform Work as an independent contractor. .In accordance with the status of an independent contractor, the Contractor covenants and agrees that the Contractor will conduct business in a manner consistent with that status, that the Contractor will not claim to be an officer or employee of the City for any right or privilege applicable to an officer or employee of the City, including, but not limited to: worker's compensation coverage; unemployment insurance benefits; social security coverage; retirement membership, or credit. Traffic Infraction Detector Program Page 25 The Contractor's staff shall not be employees of the City, and the Contractor alone shall be responsible for their Work, the direction thereof, and their compensation and benefits of any kind. Nothing in the Contract Documents shall impose any liability or duty on the City on account of the Contractor's acts, omissions, liabilities or obligations of those of any person, firm, company, agency association, corporation, or organization engaged by the Contractor as a Subcontractor, expert, consultant, independent contractors, specialist, trainee, employee, servant or agent or for taxes of any nature, including, but not limited to: unemployment insurance; worker's compensation and anti -discrimination, or workplace legislation of any kind. The Contractor hereby agrees to indemnify and hold harmless the City against any such liabilities, even if they arise from actions directed or taken by the City. 45. Successors And Assigns The performance of this Contract shall not be transferred pledged, sold, delegated or assigned, in whole or in part, by the Contractor without the written consent of the City. It is understood that a sale of the majority of the stock or partnership shares of the Contractor, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Contractor's services are unique in nature and any transference without City Commission approval shall be cause for the City to nullify this Contract. Any assignment without the City's consent shall be null and void. The Contractor shall have no recourse from such cancellation. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/ assumption agreement In a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Contractor and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Contract and to the partners, successors, legal representatives and assigns of such party in respect to all covenants of this Contract. -If the Contractor assigns, transfers, sublets or otherwise disposes of the Contract or 4Iits right, title or interest in or to the saute or any part thereof without the previous /consent in writing of the City, such action shall be an Event of Default. Nothing herein shall either restrict the right of the Contractor to assign monies due to, or to become due or be construed to hinder, prevent or affect any assignment by the Contractor for the benefit of its creditors, made pursuant to applicable law. The Contractor shall not pledge the City's credit or make It a guarantor of payment or surety for any contract, debt, or obligation, judgment, lien or any form of indebtedness. The Contractor further warrants and represents that It has no obligation or indebtedness that would impair its ability to fulfill the terms of this Contract. 45. Third Party Beneficiarie Neither Contractor hor the City Intends to directly or substantially benefit:0 third party by this Contract. Therefore, the parties agree that there are . no third party beneficiaries to this Contract and that no third party shall be entitled to assert a claim against either of them based upon this Contract. The parties cxpressly,acknowledge that it is not their intent to create any •rights or obligations In any third persol'I or entity under this Contract. .'Traffic Infraction Detector Program Page 26 47. Contingency Clause Funding_ for this Contract is contingent on the availability of funds and continued authorization for program activities and the Contract Is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 48. Performance Evaluation Contractor acknowledges that upon completion of the of the Work under this Contract and/or at any other time deemed appropriate by the City a performance evaluation report will be completed by the City. A copy of each performance evaluation shall also be forwarded to the Contractor. The performance evaluations will be kept in City files for evaluation on future solicitations. 49. Joint Preparation- Interpretation The language of this Contract has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Contract are for reference purposes only and shall not affect in any way the meaning or interpretation of this Contract. All personal pronouns used in this Contract shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Contract as a whole and not to any particular sentence, article, paragraph, or section where they appear, un►ess the context otherwise requires. Whenever reference is made to a Section or Article of this Contract, such reference is to the Section or Article as a whole, including all of the subsections of such Section or Article, unless the reference is made to a particular subsection or subparagraph of such section or article. 50. Confidentiality Unless authorized by the Director, Contractor shall keep confidential all information c6ncerning and relating to this Program, including without limitation, any information and documentation provided by employee or officers of the City to the Contractor or •iany other data or materials prepared by the Contractor in connection with the :Program. Contractor shall not disclose any confidential Information to any persons or other entities not listed above without the prior written consent of the City. Such consent may be granted or withheld at the sole discretion of the •City. The foregoing shall not prohibit such disclosures as may be necessary in the performance of the Work under this Contract or as required by law. 51 Contract Limiting Time in Which to Firing Action Actalnst the Cif In the event the Contractor may be deemed to have a cause of action against the City, no action shall lie or be maintained by the Contractor against the City upon any claim arising out of or based upon the Contract Documents by reason of any act or omission or requirement of the City or its agents, unless such •action shall be commenced within six (6) months after the date of issuance of a'final payment under the Contract, or if final payment has not been issued within six (6) months of substantial completion of the Work or upon any claim relating to monies required to be retained for any period after the issuance of the said certificate, unless such action is commenced within six (6) months after such monies become due and payable under the terms of the Contract Documents, or if the Contract is terminated or declared abandoned under the provisions of the Contract unless such action is Traffic Infraction Detector Program Page 27 commenced within six (6) months after the date of such termination or declaration of abandonment by the City. 52. Defense of Claims Should any claim be made or any legal action brought in any way relating hereto or to the Program hereunder, except as expressly provided herein, the Contractor shall diligently render to the City any and all reasonable assistance which the City may require of the Contractor, 53. Amendments No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the City Manager, Director or designee. 54. Severability In the event that any provision of this Contract is determined by a Court of competent jurisdiction to be illegal or unenforceable, then such unenforceable or unlawful provision shall be excised from this Contract, and the remainder of thls Contract shall continue in full force and effect. Notwithstanding the foregoing, if the result of the deletion of such provision will materially and adversely affect the rights of either party, such party may elect, at its option, to terminate this Contract in its entirety. An election to terminate this Contract based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 55. Survival The parties acknowledge that any of the obligations in the Contract Documents will survive the term, termination and cancellation hereof. Accordingly, the respective obligations of the Contractor and the City under the Contract, which by nature would continue beyond the termination, cancellation or expiration thereof, shall survive termination, cancellation or expiration thereof. 56. Entire Contract This Contract, as it may be amended from time to time, represents the entire and integrated agreement between the City and the ,Contractor and supersedes all prior negotiations, representations or agreements, written or oral. This Contract may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Contract shall not be deemed to be a waiver of any other breach of any provision of this Contract. 57. First Source Miring Agreements The Contractor may be required to comply with Section 18-110 of the City Code which states: (a) The City Commission approves ,implementation of the first -source hiring agreement policy and requires.as a.rondition precedent to the execution of service contracts for facilities, services, and/or receipt of grants and loans, for projects of a nature that create new jobs, the successful negotiation of first source hiring agreements between the organization or individual receiving said contract and the Authorized Representative unless such an agreement is found infeasible by the Traffic Infraction Detector Program Page 2f3 City Manager and such finding approved by the City Commission at a public hearing. (b) For the purpose of this section, the following terms, phrases, words and their derivations shall have the following meanings: Authorized Representative means the Private Industry Council of South Florida/South Florida Employment and Training Consortium, or its successor as local recipient of federal and state training and employment funds. Facilities means all publicly financed projects, including but without limitation, unified development projects, municipal public works, and municipal improvements to the extent they are financed through public money or services or the use of publicly owned property. Grants and loans means, without limitation, urban development action grants (UDAG), economic development agency construction loans, loans from Miami Capital Development, Incorporated, and all federal and state grants administered by the City. Service contracts means contracts for the procurement of services by the City which include professional services. Services include, without limitation, public works improvements, facilities, professional services, commodities, supplies, materials and equipment. (c) The Authorized Representative shall negotiate each first source hiring agreement. (d) The primary beneficiaries of the first -source hiring agreement shall be participants of the City training and employment programs, and other residents of the City. Contractors are strongly encouraged to identify opportunities to hire qualified City Residents if a Contract is awarded, and are expected to secure the cooperation of subcontractors in this effort as well. Approved community agencies are available to assist with recruitment and screening of job applicants, and may periodically 1 monitor contractors' employment records during the term of the Contract. Resident job applicants are riot expected to receive special consideration by the prospective employer, and must .,meet all hiring requirements normally imposed by the employer. During the term of the Contract, if awarded, the City may require the Contractor and its subcontractors to periodically review its manpower needs and resubmit First Source Hiring forms. 58. Performance Standards Contractor shall be required to meet the perforrnance standards established below which have been established based on the Contractor's RFP Response. Where the Contractor fails to meet the established performance standards the Contractor shall be subject to the deduction of the stipulated liquidated damages.. These liquidated damages amounts are not penalties but are liquidated damages to the City for the lost revenue that would have been received had the performance standards been met by the Contractor. Liquidated damages are hereby fixed and agreed upon between the parties, recognizing the impossibility of preciselyascertaining, the amount of damages that will be sustained by City as a consequence of such delay, and both parties desiring to obviate any question of dispute concerning the amount Traffic Infraction Detector Program Page 29 of said damages and the cost and effect of the failure of Contractor to meet the performance standards. City is authorized to deduct liquidated damages from monies due to Contractor under this Contract or as much thereof as City may, in its sole discretion, deem just and reasonable unless delays or failure to meet performance standards are entirely attributable to acts beyond the control of Contractor. City will provide information used to calculate liquidated damages. Contractor will have up to 14 days to provide rebuttal information for City's consideration. The performance standards shall be reviewed by the Project Manager and the Contractor quarterly, semi-annual or annual basis to review System reports documenting the performance standards established below: • Traffic Infraction Detector System availability per camera must meet an operational threshold of 95% per month. For each month the Contractor does not meet the established percentage availability the monthly fee shall be reduced by $250.00 per camera. Assessments will be made on a quarterly or semi- annual basis at the discretion of the City. Operational is defined as a camera and detector that are capable of detecting vehicles and capturing images for issuance of violations. No deductions shall be made for events outside Contractor's direct control such as loss of supplied power or third party telecommunications services. Program shall be fully operational 95% of the time. For each month the Contractor does not meet the established percentage availability the monthly fee shall be reduced by $250.00 per month, per camera, per percentage point below standard. Fully operational sha►l mean that the availability of the major system components including the System, Traffic Infraction Detector System Violation Processing System (VPS), and Internet Website availability has met the above stated operational percentage for the Program. Assessment will be made on a quarterly or semi-annual basis at the discretion of the City Normal scheduled maintenance where downtime is pre -scheduled for the Axsis VPS >f system shall not be used to calculate the uptime operational threshold above so long as there is no loss of violation data. • Violations captured to violations issued shall not be less than 90% per rnonth, less Uncontrollable Factors. For each violation captured that does not result in the issuance of a notice of violation the Contractor shall be assessed liquidated damages in the amount of $15.00 per violation notice not issued- that resulted in the percentage threshold not being met. Should the ratio of violations captured to violation notices issued be less than 80% per rnonth, less Uncontrollable Factors, the Contractor shall be assessed liquidated damages in the amount of $25.00 per violation not issued that resulted in the percentage threshold of 90% not being met. The calculations shall not Include violations captured where the violation has been waived in accordance with the requirement of the Contract Documents. Assessments will be made on a quarterly or semi-annual basis at the discretion of the City. In no event shall the gross amount pair! exceed $25 per notice of violation and in total the gross amount paid to the -contractor. The ratio shall be calculated across all operational cameras. Timefrarnes have been established and are hereby incorporated as Attachment A, for the installation of the Traffic Infraction Detector System and for the Program to become fully operational subsequent to the award of the Contract. Contractor shall be assessed liquidated damages in the amount of $100.00 per calendar day per camera for each day the Contractor is late in meeting the established timelines Traffic Infraction Detector Program Page 30 unless such delays are entirely attributable to acts beyond the control of the Contractor. Assessments will be made on a quarterly or semi-annual basis at the discretion of the City. The calculation of this liquidated damage assessment shall not include any delays related to any permit or other required governmental approval associated with the construction that stands in front of the Contractor's ability to meet its own delivery time line. In other words, the Contractor shall warrant its ability to install its Intersection Safety Cameras and AXSISTM VPS system, but cannot be held liable for approvals needed by governmental parties not under Contractor's direct control. City shall pay Contractor $50.00 per camera, per day for any camera installed prior to the thirty (30) days as noted above for installation, after permits being granted and power delivered for each agreed upon approach. 59. Substitutions, Upgrades or Replacements Contractor as part 'of its RFP Response identified specific equipment, software, materials and other items that are to be used in the performance of this Contract. The specific equipments were identified by either, the name of the manufacturer, model number, technological capabilities or similar manner. If Contractor wishes to substitute or upgrade any item of material, equipment, or technology Contractor shall submit a written request to the Project Manager. Such request shall state the basis, including benefits, for the substitution, upgrade, or replacement and stipulate that the acceptance of the proposed substitute, upgrade, or replacement will not adversely affect the Program. The Project Manager may require the Contractor to furnish at Contractor's expense additional data about the proposed substitute, upgrade or replacement. The City shall be allowed a reasonable time within which to evaluate each proposed substitute, upgrade or replacement. The Project Manager and the City shall be the sole judges of the acceptability of any substitute, upgrade, or replacement. No substitute shall be ordered, installed or utilized without the Project Manager's prior written acceptance which shall be evidenced by either a Change Order or an approved submittal. 60. Change Orders Changes in the quantity or character of the Program, including all changes resulting in changes in the Contract Fee to be paid the Contractor shall be authorized only by Change Orders approved in advance and issued in accordance with the provisions and procedures of the Contract and the City. Change Orders shall he required to add, delete or modify the list of intersections at which Traffic Infraction Detector System are installed. The City reserves the right to order changes which may result in additions to or reductions from the amount, type or value of the Work shown in the Contract Documents and which are within the general scope of the Contract Documents. The value of any Work to be covered by a Change Order shall be determined in one of the following ways: • Where the work involved is Covered by fees contained in the Contract Documents, such as the .fees to add a Traffic Infraction Detector System to an intersection. • By mutual acceptance of a lump sum which Contractor and City acknowledge contains a component for overhead and profit. Traffic Infraction Detector Program Page 31 • On the basis of the "cost of Work," determined as provided in this Article, plus a proportional rate for the Contractor's overhead and profit. The term "cost of work" means the sum of all costs to be Incurred and/or paid by Contractor in the proper performance of the Extra Work described in the Change Order. 61. Maintenance Contractor shall be required to maintain all equipment and software on an ongoing basis in accordance with the requirements established in the Contract Documents. The Program Manager shall notify the Project Manager within two (2) hours of any instance where any component of the System or Traffic Infraction Detector System Is. not working or Is not working in accordance with normal operation capacity. 62. Training The Contractor shall provide training of all appropriate City employees or personnel employed by the City as stipulated in the Contract Documents. The Project and Program Manager shall jointly develop a training program based on the requirements of the Contract Documents, which will include the training necessary for the City to fulfill its requirements under this Contract and with the applicable Florida Statutes and Court requirements. The Project Manager and Program Manager shall also establish a schedule for training to ensure that training opportunities are periodically offered on an ongoing basis during the term of this Contract, as needed. 63. Removal of Equipment Where an Active Traffic Infraction Detector System has been removed from the Program or the Contract has been terminated before completion for any cause whatsoever, Contractor shall promptly remove Contractor's Traffic Infraction Detector Systems and any other equipment or materials. If the Contractor fails to do so the City shall have the right to remove such equipment and supplies at the expense of Contractor. In the event an installed camera system at an Intersection approach is capturing less 'khan an average of 2.11 violations per day for ninety (90) consecutive days, through no fault of the Contractor or City, at the sole discretion of City, the Contractor may remove the camera system entirely or relocate the camera system to a new location mutually agreed to by the parties at no cost to the City. 64. Confidential Information, Trade Secrets Intellectual or Proprietary Property, Trademarks or Patents The Program may involve the use of process, procedures, intellectual information, which the Contractor may consider confidential information, trade secret, or intellectual or proprietary property, trademarks or patents. The City will makes its reasonably best efforts to ensure that no confidential Information, trade secrets, Intellectual Property rights, copyright, trademark or patent, as defined by Florida Statute, are maintained in a secure manner and are not provided to metnber of the public, private cornpany or any unauthorized individual without the express written -consent of the Contractor or unless required by a court of competent jurisdiction. Failure of the City to comply with this requirement shall result in the City being . in default of the Contract. The Contractor at its discretion may terminate this Contract for said default upon providing the City with ninety (90) days written notice' of its intent to terminate. Traffic Infraction Detector Program Page 32 Contractor shall when providing information, documentation, data, etc., or access thereto, to the City that It believes falls within the category of Confidential Information, Trade Secret, or Intellectual Property shall clearly identify such to the Project Manager or other City representatives being provided with or access to such information or documentation. The Contractor may take any necessary and appropriate actions available to it under this Contract or in law to protect its rights. Contractor shall pay all royalties and .license fees, shall defend all suits or claims for infringement of any copyright, patent, trademark, or other rights, and shall hold the City, and any City's representative, harmless from loss on account thereof. The City, at its sole discretion may elect to defend itself against any suit or claim. In such instance, the Contractor shall be liable for all cost incurred by the City in the defense of such suit or claim. Where either party to this Contract has been notified of any suit or claim for infringement of a patent the party receiving the notification must notify the other party within ten (10) business days of receipt of such notification. The City may, at its sole discretion, terminate this Contract for convenience in accordance with the terms of the Contract should the Contractor be In breach of any copyright, patent, trademark, or other similar right. Contractor may at is sole discretions procure the rights to continue to the any infringing item, modify the items to mitigate the alleged infringement, or replace the items with non -infringing items, all at no cost to the City. 65. Most Favored Nation In the event Contractor and any other public agency execute a more favorable term, condition or provision in a contract for this same Program then the Contractor shall automatically and promptly, by giving a written notice under Section 6 to the City Manager, the same term, condition or provision which the City shall have the option to accept at its own discretion within thirty (30) days of receipt of such notice. 66. -Licensing Agreement Contractor hereby warrants and stipulates that it has ownership rights, licenses, titles -i%or other rights of usage to all equipment and software provided under this Contract. I 3 Contractor hereby grants to the City a non-exclusive, non -transferable license during the term of the Contract authorizing the City access to the System. Contractor agrees to provide the City with the appropriate levels of access to the System for the Project Manager, Traffic Enforcement Officer, arid other appropriate City personnel designated by the Director or Project Manager, to perform their responsibilities as part of the Program. Access, at a minimum shall include the ability for the City to review, approve, or reject violations and to have access to view and print any information related to any violations in the System. The City shall also have the capability to review and print any and all reports related to the Program if such _information is available on the System. The licensing agreement shall also ,include the website provided by the Contractor for use by the public as part of this Pnogram. The City hereby acknowledges that the Contractor is the owner of the System, Traffic Infraction Detector System, and all other non City owned or provided equipment provided as part of the Program, and that the City has no right, title or claim to said System, Traffic Infraction Detector System, and equipment. The City shall not, by exercising any rights or interest pursuant to this Contract, gain any right, title or interest in the System, Traffic Infraction Detector Systern, or equipment. However, Traffic Infraction Detector Program Page 33 the City shall does have right of ownership of the data collected as part of the Program, as specified by this Contract, whether or not the data resides in the System or other equipment of the Contractor. The City shall not alter, modify, disassemble, or take any other similar action to the System, Traffic Infraction Detector System, or equipment at any time without the prior written consent of the Contractor. Should the City desire any alterations or modifications to the System, Traffic Infraction Detector System, or equipment the Project Manager shall request in writing that the Contractor take such action. The Contractor may take any necessary and appropriate actions available to it under this Contract or in law to protect the rights stipulated in this Article. Traffic Infraction Detector Program Page 34 IN-WITNESS.WHEREOF, .the parties have set_their hands and seals on the day and year first above written. ATTEST: Priscilla A. Thompson, ity Cler -/0 APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: "City" City of Miami, 'municipal corporation of the State of Florida By: Julie O. Bru, City Attorney ATTEST: Print Name: Ad Title:Ceraota,, atary (aa i,)�- J+ Carlos A. Migoya, City Manager (Affix Corporate Seal) b n+Z,ri THE CITY REQUIRES FOUR (4) FULLY -EXECUTED AGREEMENTS FOR DISTRIBUTION. Traffic Infraction Detector Program Gary Reshefsky, Risk Management,dministrator "Contractor" American Traffic Solutions, Inc., a Kansas corporation By:. Adam E. Tuton, Chief Operating Officer Page 35 ATTACHMENT A TIMELINE SCHEDULE The Contractor agrees to provide the tasks and schedule as outlined below. I. Upon Notice to Proceed — Contractor Plans: • Task 1- Deliver Project Implementation Plan ■ Task 2- Submit Site Plans for Review & Permits City will issue individual notices to proceed in maximum of 20 approaches per notice. City agrees to minimum of 45 days between notices. The tasks above will be completed within forty-five (45) days after Notice to Proceed is provided to the Contractor in writing from the City. II. Upon Permit Approval — Installation of Camera(s) ■ Task 1- Complete Site Construction • Task 2- Complete Equipment Installation ■ Task 3- Confirm Power Delivered ■ Task 4- Installation of Live Camera The Contractor agrees to install a camera system within thirty (30) days of all required Permits granted and Power delivered for each agreed upon approach. Traffic Infraction Detector Program Page 36 ATTACHMENT B ATS will provide ongoing assistance to the City in promoting the City's safety program. ATS will supply the City with the content from the many resources of ATS' Public Awareness Toolkit, including a collection of: • press releases for all phases of deployment, expansion, and program milestones • website content • radio and TV public service announcements (PSAs) • public education flyers and brochures in English, Spanish and other languages • system images and graphics • program taglines and logo examples • talking points regarding the City's photo enforcement program • engaging and educational website content for the City's website. • materials for media events • commonly requested media items, such as sample video clips and images of our camera system ATS will provide a website that is independent from the municipal website which will contain relevant proactive information in support of the road safety program. In addition, each month ATS will contact City with ideas and themes for outreach and education and media pitches such as Stop on Red week, extreme violation videos, and end -of -year results to name a few. ATS will also keep City informed about state - specific as well as key photo enforcement industry news — from Florida opinion polls to national court rulings and major study findings. The ATS team will support City staff and tailor a community awareness and media campaign that fits City's program and level of desired outreach. Traffic Infraction Detector Program Page 37 CORPORATE RESOLUTION WHEREAS, American Traffic Solutions, Inc. desires to enter into an agreement/amendment with the City of Miami for the purpose of performing the work described in the agreement/amendment to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the. By -Laws of the corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the Chief Operating Officer, Adam E. Tuton, is hereby authorized and instructed to enter into this agreement/amendment, in the name and on behalf of this corporation, with the City of Miami upon the terms contained in the proposed agreement/amendment to which this resolution is " attached and to execute the corresponding agreement/amendment. DATED this 16th day of September, 2010. Corporate cretary (Corporate Seal) Crystal Report Viewer Page 1 of 2 City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.minmigov.com File ID: 10-00999 Type: Resolution Status: Mayor's Office for Signature Enactment#: R-10-0387 Enactment Date: 9/16/10 Version: 3 Introduced: 8/19/10 Controlling Body: City Commission A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS, INC. ("ATS"), IN SUBSTANTIALLY THE ATTACHED FORM, TO FURNISH, INSTALL, OPERATE AND MAINTAIN A TRAFFIC INFRACTION DETECTOR PROGRAM FOR THE CITY OF MIAMI; THE GOAL OF THE PROGRAM IS TO REDUCE THE NUMBER OF FATALITIES AND INJURIES THAT RESULT FROM TRAFFIC ACCIDENTS AT CRITICAL INTERSECTIONS THROUGHOUT THE CITY, AND TO IMPROVE MOTORIST AND PEDESTRIAN SAFETY; THE PROGRAM IS ANTICIPATED TO GENERATE REVENUE FOR THE CITY, HOWEVER, AT A MINIMUM, TI-TE PROGRAM WILL BE COST NEUTRAL TO THE CITY. WHEREAS, the City of Miami ("City") has identified nineteen (19) traffic intersections where data has shown a high level of violations and/or a frequency of right-angle collisions likely caused by running oired traffic signals; and WHEREAS; Capital Improvements Program ("CIP")issued a Request for Proposals ("RFP") No, 09-10-026 on June 11, 2010 to procure a qualified and experienced company to furnish, install, operate and maintain a Traffic Infraction Detector Program for the City of Miami ("City"); and WHEREAS, on July 16, 2010, two (2) Proposals were received in response to the RFP: American Traffic Solutions, Inc. ("ATS") and ACS State & Local Solutions, Inc. ("ACS"); and WHEREAS, both firms were deemed responsive as part ofC1P's due diligence effort; and Wl-I1.3REAS, the Evaluation Committee ("Committee") convened on Monday, August 9, 2010 to evaluate the responses to the solicitation and establish the ranking of the fines based on its review of the Proposals; and WHEREAS, the RFP required each Proposal to include a Technical portion, a Price Proposal and a binder of Photos and Attachments requested; and WHEREAS, the Price Proposal submitted in a separate sealed envelope was evaluated alter the review and evaluation of the Technical portion; and WHEREAS, based on the results of the Committee's evaluation, ATS was determined to be the top -ranked firm; and WHEREAS, the Program is anticipated to generate revenue for the City, however, at a minimum; the Program will be cost neutral to the City; and http://egov.ci.miatni.fl.us/LegistarWeb/temp/rep6Br'S.html 9/20/2010 Crystal Report Viewer Page 2 of 2 WHEREAS, the Governor of the State of Florida signed CS/CS/I-1E325 into law on May 13, 2010, resulting in the creation of Chapter 2010-80, Laws of Florida (2010) (the "Mark Wandall Traffic Safety Act" or "Act") taking effect July 1, 2010; and WHEREAS, the Act authorizes the Department of Highway Safety and Motor Vehicles, a county, or a municipality to use a Traffic Infraction Detector to identify a motor vehicle that fails to stop at a traffic control signal steady red Tight; and WI-IEREAS, the Act further establishes the rules, procedures and regulations for Traffic Infraction Detector Programs in the State of Florida and also mandates that a vendor may not receive a commission or per -ticket fee from any revenues collected by Jurisdictions from violations detected through the use ofa Traffic Infraction Detector System; and WHEREAS, the City Manager requests authorization to execute an Agreement with ATS to furnish, install, operate and maintain a Traffic Infraction Detector Program for the City; NOW, THEREFORE, BE IT RESOLVED DY TIIE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized { 1 } to execute an Agreement, in substantially the attached form, with American Traffic Solutions, Inc, to furnish, install, operate and maintain a Traffic Infraction Detector Program for the City of Miami. Section 3, This Resolution shall become effective immediately upon its adoption and signature of the Mayor {2}. APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU CITY AYIORNEY http://egov.ci.miami Sl.us/LegistarWebitemp/rep6BF5Itml 9/20/2010 CERTIFICATE OF LIABILITY INSURANCE page 1 of 2 DATE IMMIDDIYYYY) 09/21/2010 PRODUCER Willis of Arizona, Inc. 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230-5191 877-945-7378 THIS CERTIFICATE IS ISSUED AS A MATTER.OF INFORMATION ONLY AND,. CONFERS NO RIGHTS .UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOTAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED American Traffic Solutions, Ina., 7681 E Gray Road Baottedale, AZ 85260 INSURERA:Wausau Underwriters Ins, Co. 26092-001 INSURER B: Wausau Business Insurance Co. 26069-001 INSURER C:Great American insurance Company 16691-003 INSURER D: INSURER E: THE POLJCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIIMS.YY LTR IN TYPE OF INSURANCE POLICY NUMBER ��ppFFE@pp77��yy DA7�C(M ESVI'YYI pp��,II yy ��pp DATEIMMIDD/YYYYN LIMITS A x GENERAL X LIABILITY • COMMERCIAL GENERAL LIABILITY YYKZ91453113029 . 11/17/2009 11/17/2010 EACH OCCURRENCE $ 1, 000, 000 RONtE5YEaocclxrence) $ 300,000 1 CLAIMS MADE I X I OCCUR MEO EXP (My one person) $ 15,000 PERSONAL BADVINJURY $ 1, D00, 000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER; —1 POLICY I ]—(1 JJEE T LOC PRODUCTS - COMP/OP AGG $ L000,000 B AUTOMOBILE X _ LIABILITY ANY AUTO A9KZ91453113039 .--,T'�rI( 11/17/2009 \1,r I''` \l `'��l,\\{` G� U 11/17/2010 t� �V /� /; ' (/ UBODILYINJURY (\/, �� 49 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Pat person) $ (Per accident) $ PROPERTY DAMAGE (Per accManl) $ GARAGE LIABILITY AUTO ONLY -EA ACCIDENT $ OTHER THAN . EA ACC $ AUTO ONLY: • AGO $ C EXCESS X (UMBRELLA LIABILITY TUE001651500 11/17/2009 11/17/2010 EACH OCCURRENCE $ 2, 000, 000 AGGREGATE $ 2, 000,000 $ $ WORKERS COMPENSATION . AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARJNERIEXECUTIVEYIN OFFI tory E, SER EXCLUDED? Bpos, describounder SPECIAL PROVISIONS below Ipp�� OER ��{{ TTOWLIMITS E.L. EACH ACCIDENT $ E.L. DISEASE • EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT! SPECIAL PROVISIONS Res Traffic Infraction Detector Program, City of Miami, FL (owner). It is agreed that Owner is included as an Additional Insured as respects to General Liability. Waiver of Subrogation applies in favor of Owner with respects to General Liability. CERTIFICATE HOLDER CANCELLATIO City of Miami - Purchasing Department Attn: Kenneth Robertson - Interim Director of Purchasing Miami Riverside Center 444 S.W. 2nd Avenue - 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO 90 SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2009/01) Coll : 3130584 Tpl :1010353 Cert : 1471 21 ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Page 2 of 2 IMPORTANT If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does It affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009/01) Co11:3130584 Tp1:1010353 Cert:14714821 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, LIBERTY DirectSolutions for Contractors This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance by broadening the insurance provided by CG 00 01. Index of modified itetns: Itctn 1— REASONABLE FORCE Item 2. - NON -OWNED WATERCRAFT EXTENSION item 3. - ALIENATED PREMISES Item 4. - PROPERTY IN YOUR CARE, CUSTODY OR CONTROL Item 5. - DAMAGE TO PREMISES RENTED TO YOU -EXPANDED COVERAGE Item 6. - BODILY INJURY TO CO -EMPLOYEES Item 7. - HEALTH CARE PR.OFESSIONALS AS INSUREDS Item 8, - NEWLY FORMED OR ACQUIRED ENTITIES Item 9. - BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION —MANAGERS OR LESSORS OF PREMISES Item 10. - EXPANDED BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION (FOR INSTALLATION EXPOSURES) Item 11. - BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION — PERSON OR ORGANIZATION Item 12. - ADDITIONAL INSURED —ARCHITECTS, ENGINEERS OR SURVEYORS Item 13. - ADDITIONAL INSURED — STATE, MUNICIPALITY OR POLITICAL SUBDIVISION - PERMITS Item 14. - ADDITIONAL INSURED AND WAIVER OF SUBROGATION — LESSOR OF LEASED EQUIPMENT Item 15. - KNOWLEDGE OF OCCURRENCE Item 16. - UNINTENTIONAL ERRORS AND OMISSIONS Item 1.7. - BODILY INJURY REDEFINITION Item 18. - MOBILE EQUIPMENT REDEFINITION Item 19. - SUPPLEMENTARY PAYMENTS Item 20. - LIBERALIZATION These changes broaden the policy sections described unless differing language is separately endorsed to the coverage part. Item 1. - REASONABLE FORCE Exclusion a. of Coverage A is replaced by the following: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Item 2. - NON -OWNED WATERCRAFT EXTENSION Subparagraph g.(2) of Exclusion g. of Coverage A (Section I - Coverages) is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used for public transportation or as a common carrier. Item 3. - ALIENATED PREMISES 1, Subparagraph j.(2) of Exclusions of Section I — Coverages — Bodily Injury And Property Damage Liability is replaced by the following: LG31800907 Page lof8 (2) Premises you sell, give away, or abandon, if the "property damage" arises out of any part of those premises, and occurs from hazards that were known by you, or should have reasonably been known by you, at the nine the property was transferred or abandoned. Item 4. - PROPERTY IN YOUR CARE, CUSTODY OR CONTROL 1. Subparagraphs (3) and (4) of exclusion j. of coverage A. do not apply except to (a) borrowed equipment, or (b) "property damage" to property in your care, custody and control while in transit. This insurance does not apply to any portion of a loss for which the insured has available any other valid and collectible insurance, whether primary, excess, contingent, or on any other basis, unless such other insurance was specifically purchased by the insured to apply in excess of this policy. 2. Limits of Insurance Subject to Paragraphs 2.,.3., and 5. of Section 111 — Limits Of Insurance, the most we will pay for insurance provided by paragraph 1., above is: $10,000 Each Occurrence Limit $25,000 Aggregate Limit The Each Occurrence Limit for this coverage applies to all damages as a result of any one 'occurrence" regardless of the number of persons or organizations who sustain damage because of that "occurrence." The .Aggregate Limit is the most we will pay for the sum of all occurrences covered by this provision. Item 5. - DAMAGE TO PREMISES RENTED TO YOU - EXPANDED COVERAGE A. hire, Lightning Or Explosion Damage The last paragraph of 2. Exclusions under Section I — Coverage A is replaced by the following: Exclusions c. through a. do not apply to damage to premises rented to you or temporarily occupied by you with permission of the owner when the damage is caused by fite, lightning, or explosion or subsequent damages resulting from such fire, lightning or explosion, including water damage. A separate limit of insurance applies to this coverage as described in Section III — Limits of Insurance. B. Lirnits for Damage to Premises Rented to You . Paragraph 6. of Section III.— Limits of Insurance is replaced by the following: Subject to 5. above, the Damage to Premises Rented to You Limit is the most we will pay under Coverage A for any combination of: (a) damage caused by fire, lightning, or explosion or subsequent damages resulting from such lire, lightning or explosion, including water damage to premises rented to you, or temporarily occupied by you with permission of the owner; and (b) "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or: fewer consecutive days. Item 6. - BODILY INJURY TO CO -EMPLOYEES 1. Subject to the Each Occurrence Limit and the General Aggregate Limit, Paragraphs 2.a.(1)(a), (b) and (c) of SECTION II —Who Is an Insured do not apply to your supervisory or management "employees" for "bodily injury" only. 2. Subject to fie Each Occurrence Limit and the General Aggregate Limit, Paragraphs 2.s .(1)(a), (b) and (c) of SECTION II — Who Is an Insured do not apply to your "employees" or "volunteer workers" for "bodily injury" arising out of a Good Samaritan act to a co -"employee" or co -"volunteer worker." A Good Samaritan act means an attempt to rescue or aid a person in imminent or serious peril, provided the attempt is not recklessly made. Damages owed to an injured co -"employee" or "volunteer worker" will be reduced by ally amount paid or available to the injured co -"employee" or "volunteer worker" under any other valid and collectible insurance. LG31800907 Page 2 of 8 Item 7. - HEALTH CARE PROFESSIONALS AS INSUREDS Paragraph 2.a. (1) (d) of Section II — Who Is An Insured is deleted unless: (i) You are engaged in the occupation or business of providing or offering medical, surgical, dental, x-ray or nursing services, treatment, advice.or'instruction; or (ii) The "employee" has any other insurance that would also cover claims arising under this provision, whether the other insurance is primary, excess, contingent or on any other basis. Item 8. - NEWLY FORMED OR ACQUIRED ENTITIES Paragraph 3. of Section 11 — Who Is Ali Insured is replaced by the following: 3. Any organization, other than a joint venture, you newly acquire or form and over which you maintain majority ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. a. Coverage under this provision is afforded only until i. the 180th day after you acquire or force the organization; or ii. separate coverage is purchased for the organization; or the end of the policy period, whichever is earlier. b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any past partnership, current or past joint venture or past lirnited liability company that is not shown as a Named Insured in the Declarations. Item 9. - BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION --MANAGERS OR LESSORS OF PREMISES A. Section II — Who Is An Insured is amended to include as an insured any manager or lessor of premises leased by you in which the written lease agreement obligates you to procure additional insured coverage, provided that: 1. the "bodily injury", "property damage" or "personal and advertising injury" giving rise to liability occurs subsequent to the execution of the agreement; and 2. the written agreement is in effect at the time of the "bodily injury", "property damage", "personal and advertising injury" for which coverage is sought. That person or organization shall be referred to as the additional insured. The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by sonic negligent acts or omissions of you, your employees, your agents, or your subcontractors. There is no coverage for the additional insured for "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured, except as provided below. • If the written agreement to indemnify an additional insured requires that you indemnify the additional insured for its sole negligence, then the coverage for the additional insured shall conform to that agreement; provided, however, that the contractual indemnification language of the agreement is valid under the lave of the state where the agreement was formed. If the written agreement provides that a particular state's law will apply, then such provision will be honored. B. Waiver Of Subrogation For any additional insured that obtains insured status on this policy through paragraph A., above, we waive any right of recovery we may have against the additional insured because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. C. Exclusions This insurance does not apply to: 1, Any "occurrence" that takes place after you cease to be a tenant in that premises. LG31800907 Page 3of8 2. Any construction, renovation, demolition or installation operations performed by or on behalf of the Additional Insured. 3. Any premises for which coverage is excluded by endorsement. D. Other Insurance The insurance provided by this endorsement applies only to coverages and limits of insurance required by written agreement, but in no event exceeds either the scope of coverage or the limits of insurance available within this policy. 'This insurance shall be excess over any other insurance available to the additional insured, whether such insurance is on an excess, contingent or primary basis, unless you are obligated under a written agreement to provide liability insurance for that additional insured on any other basis. In that event, this policy will apply solely on the basis required by such written agreement. To the extent that the additional insured has the right to pursue any other insurance carrier for coverage, including a defense, we shall share that right with the additional insured. Item 10. - EXPANDED BLANKET ADDITIONAL INSURED AND' WAIVER OF SUBROGATION (FOR INSTALLATION EXPOSURES) A. Section II — Who Is An Insured is amended to include as an insured any person or organization to whom you are obligated by a written agreement to procure additional insured coverage, provided that: 1. the "bodily injury," "property damage," or "personal and advertising injury" giving rise to liability occurs subsequent to the execution of the written agreement; and 2. the written agreement is in effect at the time of the "bodily injury," "property damage," or "personal and advertising injury" for which coverage is sought. That person or organization shall be referred to as the additional insured. The coverage afforded to the additional insured is limited to liability caused, in whole or in part, by the negligent acts or omissions of you, your employees, your agents, or your subcontractors, in the performance of your ongoing operations. This insurance does not apply to "bodily injury," or "property damage," "personal and advertising injury" arising out of "your work" included in the "products -completed operations hazard" unless you are required to provide such coverage for the additional insured by the written agreement, and then only for the period of time required by the written agreement and only for liability caused, in whole or in part, by the negligent acts or omissions of you, your employees, your agents, or your subcontractors. There is no coverage for the additional insured for "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured, except as provided below. If the written agreement to indemnify an additional insured requires that you indemnify the additional insured for its sole negligence, then the coverage for the additional insured shall conform to that agreement; provided, however, that the contractual indemnification language of the agreement is valid under the law of the state where the agreement was formed. If the written agreement provides that a particular. state's law will apply, then such provision will be honored. B. Waiver Of Subrogation For any additional insured that obtains insured status on this policy through paragraph A., above, we waive any right of recovery we may have against the additional insured because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. C. Exclusions With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: LG31800907 Pape 4 of 8 This insurance does not apply: 1. to "bodily injury", "property damage" or "personal and advertising injury arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. SupervIsory, inspection, architectural or engineering activities. 2. to "bodily injury" or "property damage" that occurs during the ongoing operations of a project where you have purchased an Owners & Contractors Protective Liability or Railroad Protective Liability Policy for the additional insured. 3. when coverage is available under a consolidated (wrap up) insurance program in which you are involved. D. Other Insurance The insurance provided by this endorsement applies only to coverages and limits of insurance required by written agreement, but in no event exceeds either the scope of coverage or the limits of insurance available within this policy. This insurance shall be excess over any other insurance available to the additional insured, whether such insurance is on an excess, contingent or primary basis, unless you are obligated under a written agreement to provide liability insurance for that additional insured on any other basis. In that event, this policy will apply solely on the basis required by such written agreement. To the extent that the additional insured has the right to pursue any other insurance carrier for coverage, including a defense, we shall share that tight with the additional insured. Item 11. - BLANKET ADDITIONAL INSURED AND WAIVER OF SUBROGATION — PERSON OR ORGANIZATION A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization to whom you are obligated by a written agreement to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with premises owned by you provided that: (a) the "bodily injury", "property damage" or "personal and advertising injury" giving the to liability occurs subsequent to the execution of the agreement; and (b) the written agreement is in effect at the time of the "bodily injury", "property damage", "personal injury" or "advertising injury" for which coverage is sought. That person or organization shall be referred to as the additional insured. There is no coverage for the additional insured for "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured, except as provided below, If the written agreement to indemnify an additional insured requires that you indemnify the additional insured for its sole negligence, then the coverage for the additional insured shall conform to that agreement; provided, however, that the contractual indemnification language of the agreement is valid under the law of the stale where the agreement was formed. If the written agreement provides that a particular state's law will apply, then such provision will he honored. B. Waiver Of Subrogation For any additional instued that obtains insured status on this policy through paragraph A., above, we waive any right of recovery we may have against the additional insured because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. LG 3180 09 07 1'agc 5 of 8 C. Exclusions This insurance does not apply to: 1,-,1ny'pretnises or equipment leased to you. 2, Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf. D. Other insurance The insurance provided by this endorsement applies only to coverages and limits of insurance required by written agreement, but in no event exceeds either the scope of coverage or the limits of insurance available within this policy. This insurance shall be excess over any other insurance available to the additional insured, whether such insurance is on an excess, contingent or primary basis, unless you are obligated under a written agreement to provide liability insurance for that additional insured on any other basis. In that event, this policy will apply solely on the basis required by such written agreement. To the extent that• the additional insured has the right to pursue any other insurance carrier for coverage, including a defense, we shall share that right with the additional insured. Item 12. - ADDITIONAL INSURED — ARCHITECTS, ENGINEERS OR SURVEYORS A. Section II — Who Is An Insured is atnended to include as an additional insured any architect, engineer, or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In connection with your premises; or 2. In the performance of your ongoing operations. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property datnage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2, Supervisory, inspection, architectural or engineering activities. Item 13. - ADDITIONAL INSURED — STATE, MUNICIPALITY OR POLITICAL SUBDIVISION - PERMITS Section II — Who Is An Insured is amended to include as an additional insured any state, municipality or political subdivision with respect to any operations performed by you, or on your behalf, for which the state, municipality or political subdivision has issued a permit Howeve.r, this insurance does not apply to: 1. "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state, municipality or political subdivision; or 2. Any "bodily injury" or "property damage" included within the "products -completed operations hazard", except when required by written contract or agreement initiated prior to loss; or 3. "Bodily injury," "property damage" or "personal and advertising injury," unless negligently caused, in whole or in part, by you or those acting on your behalf. Item 14. - ADDITIONAL INSURED AND WAIVER OF SUBROGATION — LESSOR OP LEASED EQUIPMENT A. Section II - Who Is An Insured is amended to include as an additional insured any person or organization from whore you lease equipment when you and such person or organization have agreed in a written agreement that such person or organization be added as an additional insured on your policy. Such person or .organization is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or In part, by your maintenance, operation or inc of equipment leased to you by such person or organization. There is no coverage for the additional insured for "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of the additional insured or by those acting on behalf of the additional insured. LG31800907 Page 6of8 A person's or organization's status as an additional insured under this endorsement ends when the agreement with you for such leased equipment ends. B. Waiver of Subrogation For any additional insured that obtains insured status on this policy through paragraph A., above, we waive any right of recovery we may have against the additional insured because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. C. Other Insurance • This insurance shall be excess over any other insurance available to the additional insured, whether such insurance is on an excess, contingent or primary basis, unless you are obligated under a written agreement to provide liability insurance tor that additional insured on any other basis. in that event, this policy will apply solely on the basis required by such written agreement. • To the extent that the additional insured has the right to pursue any other insurance carrier for coverage, including a defense, we shall share that right with the additional insured. Item 15. - KNOWLEDGE OF OCCURRENCE Subparagraph 2.a., b. and c. of Condition 2. Section IV — Commercial General Liability Conditions are amended to add the following: As used in this paragraph, the word "you" refers to an "executive officer", partner, member or legal representative, and any other "employee" with insurance or risk tnanagement responsibilities. Item 16. - UNINTENTIONAL ERRORS AND OMISSIONS Paragraph 6. of Section IV — Commercial General Liability Conditions is amended to add the following: Any unintentional error or omission in the description of, or failure to cotnpletely describe, any premises or operations intended to be covered by this policy will not invalidate or affect coverage for those premises ors operations. However, you must report such error or omission to us as soon as practicable afterits discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non - renewal.. Item 17. - BODILY INJURY REDEFINITION The definition of "bodily injury" in Section V - DEFINITIONS section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person. It includes death or mental anguish, which results at ally time from such physical harm, physical sickness or physical disease. Mental anguish means any type of mental or emotional illness or distress. Item 18. - MOBILE EQUIPMENT REDEFINITION Paragraph 12. f.(1) (a), (b) and (c) of Section V — Definitions does not apply to self-propelled vehicles of less than 1000 pounds gross vehicle weight. Item 19. - SUI'PLEMENTAIIY PAYMENTS Section I - Coverages, Supplementary Payments - Coverages A and B, item 1, b. and 1. d., respectively, are replaced with: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit" including substantiated loss of earnings up to $500 a day because of time off from work. LG 3180 09 07 Page 7 of 8 Item 20. - LIBERALIZATION Section IV - Commercial General Liability Conditions is amended to add the following: 10, Liberalization If we adopt a change in our forms or rule which would broaden your coverage without an extra charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. This endorsement is executed by the Wausau Underwriters ins. Co. Premium Effective Date 11 / 17/2009 For attachment to Policy No. Audit Basis Issued 'I o Expiration Datc 11/17/2010 YYKZ,91 ,153 113029 American Traffic Solutions, Inc., su:lu r.\RY Countersigned by Issued Sales Office and No, LG 3180 09 07 :#• 1'IU SIDENT Authorized Representative _-_ End. Serial No. Pare 8 of 8 ACORD- CERTIFICATE OF LIABILITY INSURANCE 09120/ 010 oor2o/zolo IS AS MATTER OF INFORMA PRODUCER Marsh Risk & Insurance Services 4445 Eastgate Mail, Suite 300 California License: 0437153 San Dlego92121 Attn: SanDlego.CertRequesI@Marsh.com; Fax: 212-948-4374 511395---09-10 . INSURED American Traffic Solutions, Inc., 7681 E Gray Road Scottsdale, AZ 85260 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATION ISSUEDA TION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND- EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC 1 INSURER A: Wausau business Insurance Co. INSURER B: INSURER C: 26069 INSURER 0: INSURER E: JIJSPoAbb'l, TYPE OF INSURANCE LTR,INSRLI POLICY NUMBER POLICY EFFECTIVE DATE(MMIDDIYYYYI ror.n:7envu<nnon DATE(MMIDDIYYYYI LIMITS I IGENERALLIABILITY • COMMERCIAL GENERAL LIABILITY EACFIOCCURRENCE $ DAMAGE TO RENTED PREMISES(EA occurrence) $ CLAIMS MADE OCCUR MED EXP (Any one person) $ lPERSONAL & ADV INJURY $ (GENERAL ' i—' GENERAL AGGREGATE $ AGGREGATE LIMIT APPLIES PER POLICY r-- PRO- r-- LOC 1 JECT , PRODUCTS - COMP/OP AGG ............ .... $ ... .. _.. _.... ---- !AUTOMOBILE .— I I LIABILITY .ANY AUTO C-. . r r 1�y (� f � � I 4 \I µ J " !P v v COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accldenl) $ 'GARAGE ' I I LIABILITY • U `- 1 AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ $ I 'EXCESS —� ,—, .. I 1 UMBRELLA LIABILITY r—) OCCUR I f CLAIMS MADE _... _. DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ -----------...----._._..... $ $ $ _....... ..... .. --- .A ; WORKER EMPLOYFRS'LIABILITY I ANY PROPRIETORIPARTNER/EY.ECUTIVE OFFICERm1EMBER 1 (Mendelnry SPECIAL PROVISIONS COMPENSATION AND Y / N WCKZ91453113019 - 12/31/2009 12/31/2010 X I M STATU- LLOTH- —TOR.Y_LIMI.T.S_ ..ER_____— L. EACH ACCIDENT $ 1,000,000 EXCLUDED? + N I E.L. DISEASE - EA EMPLOYEE $ 1,000,000 In NH) If yes, descdbe under below E.L. DISEASE - POLICY LIMIT $ 1,000,000 I I OTHER I I I DESCRIPTION OF OPERATION SILOCATIONSIVEHICLES!EXCLUSIONS ADDED BY ENDORSEMENTISPECIA • Evidence of Coverage, Waiver of subrogation Included. CERTIFICATE HOLDER LOS-001033283-01 CANCELLATION City of Miami - Purchasing Department Miami Riverside Center 444 S.W. 2nd Avenue - 61h Floor Mlami, FL 33'130 ACORD 25 (2009101) SHOULD ANY OF TIIE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO b0 SO SHALL IMPOSE No OBLIGATION OR LIABILITY OF ANY KIND UPON *THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Rebecca USA Inc. Rebecca Anderson © 1998-2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on thls certificate does not confer rights to the certificate holder In Ileu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. Acord 25 (2009/01)