12-0930_AMERICAN TRAFFIC SOLUTIONS, INC_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 30th
day of September 2012, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and American Traffic Solutions, Inc. (hereinafter referred to as
the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
Red light Photo Enforcement Program; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by Consultant shall consist of those tasks as
set forth in Exhibit "A," attached and incorporated herein by reference. To the extent
that there are any conflicts between the provisions described in Exhibit "A" and those
provisions contained within this Agreement, the provisions in this Agreement shall
control.
Section 2. Term.
This Agreement shall commence on September 30, 2012 and services required
hereunder shall be completed by no later than December 31, 2012.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed Thirteen
Thousand Eight Hundred Seventy -Five Dollars ($13,875) as set forth in Exhibit "A,"
attached and incorporated herein by reference
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services which have been satisfactorily completed for such monthly period. The
City will pay monthly progress payments based on approved invoices in accordance
with this Section.
3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be
made available at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of City, and shall obtain no rights to any benefits which accrue to
City's employees.
Section 5. Limitations Upon Subcontractina and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the City. This Agreement may not be assigned, voluntarily or
by operation of law, without the prior written approval of the City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to City for the acts and omissions of its subcontractor as it is for persons
directly employed. Nothing contained in this Agreement shall create any contractual
relationships between any subcontractor and City. All persons engaged in the work will
be considered employees of Consultant. City will deal directly with and will make all
payments to Consultant.
Section 6. Chances to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the
Parties hereto shall execute an addendum to this Agreement setting forth with
particularity all terms of the new agreement, including but not limited to any additional
Consultant's fees.
Section 7. Familiarity with Work and/or Work Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; (2) if applicable, it has in the work site(s), and is
aware of all conditions there; and (3) it understands the facilities, difficulties and
restrictions of the work to be performed under this Agreement. Should Consultant
discover any latent or unknown conditions materially differing from those inherent in the
work or as represented by City, it shall immediately inform the City of this and shall not
proceed with further work under this Agreement until written instructions are received
from the City.
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Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant
in connection with the performance of its services pursuant to this Agreement are
confidential to the extent permitted by law, and Consultant agrees that they shall not be
made available to any individual or organization without prior written consent of the City.
All such reports, information, data, and exhibits shall be the property of the City and
shall be delivered to the City upon demand without additional costs or expense to the
City. The City acknowledges such documents are instruments of Consultant's
professional services.
Section 12. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, and
employees from any and all claims, liabilities, expenses, or damages of any nature,
including attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, arising out of, or in any way connected with
the negligence, recklessness and/or intentional wrongful conduct of Consultant,
Consultant's agents, officers, employees, subcontractors, or independent contractors
hired by Consultant in the performance of the Agreement. The only exception to
Consultant's responsibility to protect, defend, and hold harmless the City, is due to the
negligence, recklessness and/or wrongful conduct of the City, or any of its elective or
appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
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Section 13. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the
duration of the agreement, and provide proof thereof that is acceptable to the City, the
insurance specified below with insurers and under forms of insurance satisfactory in all
respects to the City. Consultant shall not allow any subcontractor to commence work
on any subcontract until all insurance required of the Consultant has also been obtained
for the subcontractor. Insurance required herein shall be provided by Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A -
Class VII or better.
13.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive General Liability coverage in an amount not less than
one million dollars per occurrence ($1,000,000.00), combined single limit coverage for
risks associated with the work contemplated by this agreement. If a Commercial
General Liability Insurance form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be performed
under this agreement or the general aggregate limit shall be at least twice the required
occurrence limit.
13.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full
force and effect Comprehensive Automobile Liability coverage, including owned, hired
and non -owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
13.3 Workers' Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as
required by state law.
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AGENDA REPORT
TO: Karen P. Brust, City
FROM:
Lt. John Meyer, Chip
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5/30/2012
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SUBJECT: Consideration of Agreement for Red Light Photo Enforcement Services
with American Traffic Solutions (ATS).
RECOMMENDATION:
By motion, direct staff to notify American Traffic Solutions that the current Lease &
Services Agreement for operation of the Red Light Photo Enforcement Program will not
be renewed upon expiration on September 29, 2012; and, direct staff to negotiate an
extended Lease & Services Agreement for up to three months from September 30,
2012 to December 31, 2012 to process outstanding citations.
SITUATION:
The five year Lease & Services Agreement with American Traffic Solutions (ATS) for
red light photo enforcement services will end on September 29, 2012 (Attachments 1, 2
& 3).
Red light photo enforcement takes place at two City intersections:
1. Del Obispo Street and Ortega Highway
2. Del Obispo Street and Camino Capistrano
The Red Light Photo Enforcement Program in San Juan Capistrano began in 2000.
The purpose of the program is to enhance the safety of motorists in San Juan
Capistrano by reducing traffic collisions in and around the intersections equipped with
cameras. Collisions have steadily declined at these intersections since the inception of
this program. There has also been a decline in the number of citations issued annually,
which can be attributed in part to a positive change in the driving habits of those who
frequently travel through these intersections.
Between 2000 and 2010, statistics show a 44.4% decrease in total collisions at the
intersection of Ortega Highway and Del Obispo Street. Between 2000 and 2010,
statistics show an 80.7% decrease in total collisions at the intersection of Del Obispo
Street and Camino Capistrano.
Section 15. Notice.
All notices shall be personally delivered or mailed to the below listed addresses,
or to such other addresses as may be designated by written notice. These addresses
shall be used for delivery of service of process:
To City:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: Michael Cantor, Safety & Emergency Services Manager
To Consultant:
American Traffic Solutions, Inc.
1330 W. Southern Ave., Suite 101
Tempe, AZ 85282
Attention: Chris Merdon, Senior Vice President of Account Management
Section 16. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which he may be entitled.
Section 17. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 18. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
(SIGNATURE PAGE FOLLOWS)
C.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN
CONSULTANT
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Manager
Chris Merdon, Senior Vice President of
Account Management
Exhibit "A"
Red Light Camera Program
Services & Fees
• Consultant will provide the City support services to process outstanding red light
camera violations.
• Services shall commence on September 30, 2012 and be completed by
December 31, 2012.
• City shall only be charged for services used.
• Total compensation for the services shall not exceed Thirteen Thousand Eight
Hundred Seventy -Five Dollars ($13,875).
• The services and fees to be provided are listed below.
Department
Service
Fee
Estimated
Total
Monthly
Fee _
Account
Reports, Dismissals,
$75/hour (12 hours per
$900
management
Client Follow-ups
month
Operations
Court Package
$15/package (30/month
$450
average)
Expert Witness in
$175/hour (4 hours per
$2800
Court
week
Call Center Support
'$175 (up to 100
$175
transactions)
'$2.00 for each
transaction over 100.
Network
IT Services and
$300/month
$300
Su ort
TOTAL
$4625
Exhibit "A" Page 1 of 1