Res 1965 - Redflex AgreementCOUNCIL BILL NO. 2824
RESOLUTION NO. 1965
A RESOLUTION ENTERING INTO AN AGREEMENT WITH REDFLEX TRAFFIC SYSTEMS,
INC. FOR PHOTO RED LIGHT AND AUTHORIZING THE CITY ADMINISTRATOR TO
EXECUTE SAID AGREEMENT
WHEREAS, certain drivers run red lights at Woodburn intersections, causing
dangerous conditions which result in accidents and near -accidents; and
WHEREAS, the City Council wants to take steps to reduce such accidents;
and
WHEREAS, Redflex Traffic Systems, Inc. (Redflex) has a photo red light
system that will photograph drivers who run red lights in an intersection and
allow the City to cite drivers into Court to encourage legal compliance; and
WHEREAS, on June 22, 2009, the City Council conducted a public hearing
to solicit input on the use of photo red light cameras; and
WHEREAS, on September 14, 2009, the City Council authorized staff to
negotiate an agreement for photo red light services with Redflex; and
WHEREAS, staff has negotiated an agreement with Redflex and is
recommending approval; NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. The City Administrator is authorized to execute an agreement
with Redflex Traffic Systems, Inc. for photo red light services in a form
substantially similar to the document attached hereto as Exhibit "A".
Approved as to form.
City Attorney
MCI
Page 1 - Council Bill No. 2824
Resolution No. 1965
Date
Passed by the Council
Submitted to the Mayor
Approved by the Mayor
Filed in the Office c he Recor
ATTEST:
na Shearer,(City
ity of Woodbu
Page 2 - Council Bill No. 2824
Resolution No. 1965
corder
on
EXHIBIT
AGREEMENT WITH REDFLEX TRAFFIC SYSTEMS, INC. Page
TO PROVIDE
RED LIGHT PHOTO ENFORCEMENT SERVICES
TO THE CITY OF WOODBURN, OREGON
THIS AGREEMENT is entered into this _ day of by and between the CITY of Woodburn, a
municipal corporation of the State of Oregon, hereinafter called the CITY, and
Redflex Traffic Systems, Inc
(Redflex's name)
23751 N. 23`d Avenue
(e-mail)
Phoenix. Arizona 85085
(Address)
623-207-2000
(Phone)
hereinafter called REDFLEX.
Jack Weaver
(Redflex's contact person)
iweaver(&redflex.com
541-621-1329
(Phone)
541-826-9379
(Fax)
RECITALS:
1. REDFLEX has exclusive knowledge, possession and ownership of certain equipment, licenses, applications, and
citation processes related to digital red light photo enforcement cameras; and
2. The CITY desires to engage the services of REDFLEX to provide certain equipment, processes and back office
services so that sworn police officers of the CITY are able to monitor, identify and enforce red light running
violations; and
3. It is a mutual objective of both REDFLEX and the CITY to reduce the incidence of vehicle collisions at the
traffic intersections that will be monitored pursuant to the terms of this Agreement.
4. The CITY has chosen REDFLEX using a Request for Proposal selection process to provide services related to
Photo Red Light Enforcement.
NOW, THEREFORE, in consideration of mutual promises, covenants and agreements of the parties, it is agreed as
follows.
Article I: Definitions
In this agreement, the words and phrases shall have the following meanings:
1. "Authorized Officer" means the Police Chief Project Manager or such other individual(s) as the CITY shall
designate to review Potential Violations and to authorize the Issuance of Citations in respect thereto, and in any
event, a sworn police officer.
2. "Authorized Violation" means each Potential Violation in the Violation Data for which authorization to issue a
citation in the form of an Electronic Signature is given by the Authorized Officer by using REDFLEX's system.
3. "Citation" means the notice of a Violation, which is mailed or otherwise delivered by REDFLEX to the violator
on the appropriate Enforcement Documentation in respect of each Authorized Violation. REDFLEX shall use the
return address of the Woodburn Police Department when Citations are delivered.
4. "Confidential Information" means, with respect to any Person, any information, matter or thing of a secret,
confidential or private nature, whether or not so labeled, which is connected with such Person's business or methods
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of operation or concerning any of such Person's suppliers, licensors, licensees, Cities or others with whom such
Person has a business relationship, and which has current or potential value to such Person or the unauthorized
disclosure of which could be detrimental to such Person, including but not limited to:
4.1 Matters of a business nature, including but not limited to information relating to development plans,
costs, finances, marketing plans, data, procedures, business opportunities, marketing methods, plans and strategies,
the costs of construction, installation, materials or components, the prices such Person obtains or has obtained from
its clients or Cities, or at which such Person sells or has sold its services; and
4.2 Matters of a technical nature, including but not limited to product information, trade secrets, know-
how, formulae, innovations, inventions, devices, discoveries, techniques, formats, processes, methods, specifications,
designs, patterns, schematics, data, access or security codes, compilations of information, test results and research
and development projects. For purposes of this Agreement, the term "trade secrets" shall mean the broadest and
most inclusive interpretation of trade secrets as defined by the Uniform Trade Secrets Act and cases interpreting the
scope of the Uniform Trade Secrets Act.
4.3 Notwithstanding the foregoing, Confidential Information will not include information that: (i) was
generally available to the public or otherwise part of the public domain at the time of its disclosure, (ii) became
generally available to the public or otherwise part of the public domain after its disclosure and other than through
any act or omission by any party hereto in breach of this Agreement, (iii) was subsequently lawfully disclosed to the
disclosing party by a person other than a party hereto, (iv) was required by a court of competent jurisdiction to be
described, or (v) was required by applicable state law to be described.
4.4 The CITY is subject to the public records laws of the State of Oregon, and any information, documents,
or other matters that are released by the CITY pursuant to a public record's request shall not be considered a
violation of the agreement nor incur any liability on behalf of the CITY.
5. "Designated Intersection Approaches" means the Intersection Approaches set forth on Exhibit A attached hereto,
and such additional Intersection Approaches as REDFLEX and the CITY shall mutually agree from time to time.
6. "Electronic Signature" means the method through which the Authorized Officer indicates his or her approval of
the issuance of a Citation in respect of a Potential Violation using REDFLEX's system.
7. "Enforcement Documentation" means the necessary and appropriate documentation related to the Redlight Photo
Enforcement Program, including but not limited to warning letters, citation notices (using the specifications of the
Municipal Court and the Albany Police Department numbering sequence for use on all citation notices (in
accordance with applicable court rules), instructions to accompany each issued Citation (including in such
instructions a description of basic court procedures, payment options and information regarding the viewing of
images and data collected by REDFLEX's system), chain of custody records, criteria regarding operational policies
for processing Citations (including with respect to coordinating with the Department of Motor Vehicles), and
technical support documentation for applicable court and judicial officers .
8. "EE uiument" means any and all cameras, sensors, equipment, components, products, software and other tangible
and intangible property relating to REDFLEX's system, including but not limited to all camera systems, housings and
poles.
9. "Fine" means a monetary sum assessed for Citation, including but not limited to bail forfeitures, but excluding
suspended fines.
10. "Governmental Authority" means any domestic or foreign government, governmental authority, court, tribunal,
agency or other regulatory, administrative or judicial agency, commission or organization, and any subdivision,
branch or department of any of the foregoing.
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11. "Installation Date" means the date on which REDFLEX completes the construction and installation of at least
one (1) Intersection Approach in accordance with the terms of this Agreement so that such Intersection Approach is
operational for the purposes of functioning with the Redlight Photo Enforcement Program.
12. "Intellectual Property" means, with respect to any Person, any and all now known or hereafter known tangible
and intangible (a) rights associated with works of authorship throughout the world, including but not limited to
copyrights, moral rights and mask -works, (b) trademark and trade name rights and similar rights, (c) trade secrets
rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial
property rights (of every kind and nature throughout the universe and however designated), whether arising by
operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions,
continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing), of
such Person.
13. "Intersection Approach" means a conduit of travel with up to four (4) contiguous lanes from the curb (e.g.,
northbound, southbound, eastbound or westbound).
14. "Operational Period" means the period of time during the Term, commencing on the Installation Date, during
which the Redlight Photo Enforcement Program is functional in order to permit the identification and prosecution of
Violations at the Designated Intersection Approaches by a sworn police officer of the CITY and the issuance of
Citations for such approved Violations using REFLEX'S system.
15. "Person" means a natural individual, company, Governmental Authority, partnership, firm, corporation, legal
entity or other business association.
16. "Law Enforcement Project Manager' means the project manager appointed by the CITY in accordance with this
Agreement, or such person as the CITY shall designate by providing written notice thereof to REDFLEX from time
to time, which manager shall be a sworn peace officer and shall be responsible for overseeing the installation of the
Intersection Approaches and the implementation of the Redlight Photo Enforcement Program, and which manager
shall have the power and authority to make management decisions relating to the CITY's obligations pursuant to this
Agreement, including but not limited to change order authorizations, subject to any limitations set forth in the
CITY's charter or other organizational documents of the CITY or by the CITY Council or other governing body of
the CITY.
17. "Potential Violation" means, with respect to any motor vehicle passing through a Designated Intersection
Approach, the data collected by REDFLEX's system with respect to such motor vehicle, which data shall be
processed by REDFLEX's system for the purposes of allowing the Authorized Officer to review such data and
determine whether a Violation has occurred.
18. "Proprietary Property" means, with respect to any Person, any written or tangible property owned or used by
such Person in connection with such Person's business, whether or not such property is copyrightable or also
qualifies as Confidential Information, including without limitation products, samples, equipment, files, lists, books,
notebooks, records, documents, memoranda, reports, patterns, schematics, compilations, designs, drawings, data, test
results, contracts, agreements, literature, correspondence, spread sheets, computer programs and software, computer
print outs, other written and graphic records and the like, whether originals, copies, duplicates or summaries thereof,
affecting or relating to the business of such Person, financial statements, budgets, projections and invoices.
19. "REDFLEX Marks" means all trademarks registered in the name of REDFLEX or any of its affiliates, such
other trademarks as are used by REDFLEX or any of its affiliates on or in relation to Redlight Photo Enforcement at
any time during the Term this Agreement, service marks, trade names, logos, brands and other marks owned by
REDFLEX, and all modifications or adaptations of any of the foregoing.
20. "REDFLEX Project Manager" means the project manager appointed by REDFLEX in accordance with this
Agreement, which project manager shall initially be Jack Weaver, or such person as REDFLEX shall designate by
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providing written notice thereof to the CITY from time to time, who shall be responsible for overseeing the
construction and installation of the Designated Intersection Approaches and the implementation the Redlight Photo
Enforcement Program, and who shall have the power and authority to make management decisions relating to
REDFLEX's obligations pursuant to this Agreement, including but not limited to change -order authorizations.
21. "REDFLEX System" means, collectively, the SmartCamTM System, the SmartOpsTM System, the Redlight Photo
Enforcement Program, and all of the other equipment, applications, back office processes and digital red light traffic
enforcement cameras, sensors, components, products, software and other tangible and intangible property relating
thereto.
22. "Redlight Photo Enforcement Program" means the process by which the monitoring, identification and
enforcement of Violations is facilitated by the use of certain equipment, applications and back office processes of
REDFLEX, including but not limited to cameras, flashes, central processing units, signal controller interfaces and
detectors, which collectively, are capable of measuring Violations and recording such Violation data in the form of
photographic images of motor vehicles and/or their drivers.
23. "Redlight Violation Criteria" means the standards and criteria by which Potential Violations will be evaluated by
sworn police officers of the CITY, which standards and criteria shall include, but are not limited to, the duration of
time that a traffic light must remain red prior to a Violation being deemed to have occurred, and the location(s) in an
intersection which a motor vehicle must pass during a red light signal prior to being deemed to have committed a
Violation, all of which shall be in compliance with all applicable laws, rules and regulations of Governmental
Authorities.
24. "SmartCamTM System" means the proprietary digital speed and redlight photo enforcement system of
REDFLEX relating to the Redlight Photo Enforcement Program.
25. "SmartOpsTM System' means the proprietary back-office processes of REDFLEX relating to the Redlight Photo
Enforcement Program.
26. "SmartSceneTM System" means the proprietary digital video camera unit, hardware and software required for
providing supplemental violation data.
27. "Traffic Signal Controller Boxes" means the signal controller interface and detector, including but not limited to
the radar or video loop, as the case may be.
28. "Violation" means any traffic violation contrary to the terms of the Vehicle Code or any applicable rule,
regulation or law of any other Governmental Authority, including but not limited to operating a motor vehicle
contrary to traffic signals, and operating a motor vehicle without displaying a valid license plate or registration.
29. "Violations Data" means the images and other Violations data gathered by REDFLEX's system at the
Designated Intersection Approaches.
30. "Warnin Pg eriod" means the period of thirty (30) days after the Installation Date.
ARTICLE II: SCOPE
For consideration set forth in Article VI, REDFLEX agrees to provide red light photo enforcement services to the
CITY for the services described in the agreement that incorporates these Standard Terms and Conditions and those
listed in Exhibits A through E. Unless modified in writing as set forth in Article III by the parties hereto, the duties
of REDFLEX and the CITY shall not be construed to exceed those services and duties specifically set forth in the
agreement.
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1. Agreement Term. This Agreement shall be effective the date that it has been signed by every party, and continue
until June 30, 2015 (the "Initial Term"), and upon renewal (see renewal clause) shall continue for each additional
consecutive fiscal year until canceled or expiration of the Agreement term.
2. Renewal. If the CITY determines that it is in the CITY's best interest, the CITY may elect to extend the contract
for seven (7) additional one (1) year periods at the end of each fiscal year, July 1 through June 30, (the "Renewal
Term") subject to the following conditions:
2-1. The Agreement will not be extended if REDFLEX's services have been determined by the Contract
Administrator, in the Administrator's sole discretion, to be unsatisfactory in any respect.
2-2. If the Agreement is extended, the annual financial reimbursement to the CITY will remain firm for the
Renewal Term; adjusted only for any escalation/de-escalation allowed under the terms of the agreement.
2-3. The CITY may exercise the right to extend the term of this Agreement for a Renewal Term by providing
written notice to REDFLEX not less than thirty (30) days prior to the last day of the Initial Term or the Renewal
Term, as the case may be.
3. Escalation/De-Escalation Agreement.
3-1. Prices shall remain firm throughout the initial agreement term except in the case of price decreases.
Price decreases will be allowed the first of the month following receipt of communication, or the effective date,
whichever is later.
3-2. Price increases will be considered at the time of contract renewal. REDFLEX must submit a written
request with documentation justifying any price increase at least 45 calendar days prior to contract renewal to the
Contract Administrator. Acceptable documentation shall include, but not limited to, provider's or manufacturer's
published price list, discount schedule, or other basis of change in manufacturer pricing structure, invoices, journal
or market reports, consumer price index, or other information deemed acceptable by the CITY. Proposed price
increases shall not exceed the consumer price index for this Region — Portland, as of December of the prior year.
REDFLEX will provide all documentation for verification purposes.
3-3. The CITY shall have the option of accepting the price increase or allowing the contract to expire (non-
renewal) and the project rebid. The CITY reserves the right to audit the records of REDFLEX when requesting price
increases to the extent that such records relate to cost or pricing data.
ARTICLE III: MODIFICATIONS
1. The CITY or REDFLEX shall not make modifications in the attached agreement or these Standard Terms and
Conditions except in writing as an amendment to the agreement. Said modifications shall be agreed to by both
parties, with scope of work, schedule, and compensation to be negotiated at the time the modification is proposed by
either party. Modifications which do not meet these requirements shall not be binding, and no further compensation
will be allowed for any work performed.
2. Change Order Notice. The CITY may from time to time request changes to the work required to be performed or
the addition of products or services to those required pursuant to the terms of this Agreement by providing written
notice thereof to REDFLEX, setting forth in reasonable detail the proposed changes (a "Change Order Notice").
3. Change Order Proposal. Upon REDFLEX's receipt of a Change Order Notice, REDFLEX shall deliver a written
statement describing the effect, if any, the proposed changes would have on the compensation terms (the "Change
Order Proposal"), which Change Order Proposal shall include the following:
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(i) a detailed breakdown of the charge and schedule effects,
(ii) a description of any resulting changes to the specifications and obligations of the parties,
(iii) a schedule for the delivery and other performance obligations, and
(iv) any other information relating to the proposed changes reasonably requested by the CITY.
4. Implementation of Change Order. Following the CITY's receipt of the Change Order Proposal, the parties shall
negotiate in good faith and agree to a plan and schedule for implementation of the proposed changes, the time,
manner and amount of payment or price increases or decreases, as the case may be, and any other matters relating to
the proposed changes; provided, however, in the event that any proposed change involves only the addition of
equipment or services to the existing Designated Intersection Approaches, or the addition of Intersection Approaches
to be covered by the terms of this Agreement, to the maximum extent applicable, the pricing terms set forth in the
compensation section shall govern. Any failure of the parties to reach agreement with respect to any of the foregoing
as a result of any proposed changes shall not be deemed to be a breach of this Agreement, and any disagreement
shall be resolved in accordance with Article XXI.
5. System Upgrades. If it is mutually agreed that available upgrades will increase issuance rates of violations
generated by the program by 20 percent or more, or if any requirements are placed on the City by any local, county,
state or federal law, regulation or statute that requires equipment to be modified, upgraded or replaced, REDFLEX
will perform said modification, upgrade or replacement and install those components within sixty (60) days of such
decision or notice at no additional cost to the City. In the event that upgrades to the system are not mutually agreed
to or required by law, the modifications will be at the sole expense of the City and will be handled through the
change order process described in this section.
ARTICLE IV: RESPONSIBILITIES OF REDFLEX
1. Notice to Proceed. REDFLEX will not begin work on any of the duties and services listed in Article II until the
CITY directs in writing to proceed. Authorization to proceed on additional services not defined in Article II shall be
in the form of an amendment as defined in Article 111.
2. Level of Competence. REDFLEX is employed to render professional services and shall be responsible, to the
level of competence presently maintained by other practicing professional consulting firms in good standing and
engaged in the same type of professional personal services, for the professional and technical adequacy and accuracy
of specifications, documents, applications, and other work products furnished under this agreement.
3. Cost Estimates. Cost estimates to be prepared under this agreement are to be based upon presently available data.
In preparation of these cost estimates, REDFLEX will apply its experience and judgment.
4. Document Preparation. The CITY will prepare and furnish all contract documents necessary for completion of
the duties listed in Article lI.
5. Access to Records. REDFLEX agrees to preserve and maintain for at least three (3) years after final payment
under this contract, any directly pertinent books, documents, papers, and records generated by or provided to
REDFLEX in the course of the performance of their duties under the terms of this contract. REDFLEX further
agrees that the CITY, or any of its duly authorized representatives, shall, during said period, have access to and the
right to audit, examine, and reproduce such records and further agrees to include the above provision in all
subcontracts.
6. Ownership of Documents. Upon completion of this agreement, all design, contract, and proposal documents, all
digital files including computer disks, and all software developed during the course of this project shall become the
property of the CITY. The CITY will exercise discretion in any re -use of said documents and agrees to hold
harmless REDFLEX for any application of documents for any purpose other than the originally intended use.
7. Intellectual Property Rights. If REDFLEX creates work pursuant to these documents that results in a copyright,
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patent, or any other protected intellectual property right, the CITY shall obtain a royalty -free, nonexclusive, and
irrevocable right and license to reproduce, publish, or otherwise use, and to authorize others to use the work, or any
part thereof, developed.
8. State or Federal Requirements. REDFLEX covenants and agrees to comply with all of the obligations and
conditions applicable to public contracts pursuant to ORS 279 Chapters A and B, as though each obligation or
condition were set forth fully herein.
REDFLEX, its subconsultants, if any, and all employers working under this agreement are subject employers under
the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide
workers' compensation coverage for all their subject workers.
9. Scope of Work:
9-1. REDFLEX shall provide the Red Light Photo Enforcement Program to the CITY with respect to the
Designated Intersection Approaches (Exhibit "A") in each case in accordance with the terms and provisions set forth
in this Agreement.
9-2. Installation. With respect to the construction of the Designated Intersection Approaches and the
installation of the REDFLEX System at such Designated Intersection Approaches, the CITY and REDFLEX shall
have the respective rights and obligations set forth on Exhibit "B" attached hereto.
9-3. Maintenance. With respect to the maintenance of the REDFLEX System at the Designated Intersection
Approaches, the CITY and REDFLEX shall have the respective rights and obligations set forth on Exhibit "C"
attached hereto.
9-4. Violation Processing. During the Operational Period, Violations shall be processed in accordance with
the Business Rules established by the CITY and agreed to by REDFLEX. The Business Rules shall ensure that the
violations are processed in accordance with the proper laws and statutes. The CITY Administrator, in consultation
with the Police Chief, is delegated the authority to establish the Business Rules, amend such rules, and authorize
changes of such rules. The CITY attorney shall review the rules for legal content and correctness. REDFLEX shall
not make any changes to the process or program of Business Rules without written approval from the CITY. Failure
to follow the designated processing program or Business Rules when issuing citations shall not give rise to any legal
recourse by violator and shall not be cause for dismissal of citation.
9-5. Remote Reviewing. REDFLEX shall provide the ability of the person issued a citation to remotely
review the video images of the violation or other images produced by REDFLEX in accordance with their Remote
Reviewing Program that REDFLEX has or is establishing. REDFLEX shall use its best efforts to make available to
the CITY and the persons cited with citations convenient access to any data, images, or other information REDFLEX
has and is authorized to share. REDFLEX shall make available to the CITY any new programs it develops for access
and convenience of citizens in reviewing information concerning the citations issued.
9-6. Other Rights and Obligations. During the Term, in addition to all of the other rights and obligations
set forth in this Agreement, REDFLEX and the CITY shall have the respective rights and obligations set forth on
Exhibit D attached hereto.
9-7. In addition to the obligations set forth herein, REDFLEX shall comply with all mandatory terms of the
Request for Proposal issued by the City of Albany, RFP 20056-13 Red Light Photo Enforcement, May 30, 2006. In
the event of a conflict between the terms of this agreement and the mandatory terms of the City of Albany's Request
for Proposal, the terms of the Request for Proposal shall prevail. The Request for Proposal is attached hereto as
Exhibit "E," and by this reference incorporated herein.
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ARTICLE V: RESPONSIBILITIES OF THE CITY
1. Authorization to Proceed. The CITY shall authorize REDFLEX in writing to proceed prior to REDFLEX starting
work on any of the services listed in Article 11.
2. Access to Records, Facilities and Property. The CITY shall comply with reasonable requests from REDFLEX for
inspection or access to the CITY's records, facilities, and properties.
3. Timely Review. The CITY shall examine all studies, reports, sketches, drawings, specifications, proposals, and
other documents presented by REDFLEX, obtain advice of an attorney, insurance counselor, accountant, auditor, and
other consultants as the CITY deems appropriate for such examination and render in writing decisions pertaining
thereto in a timely manner so as not to unreasonably delay the services of REDFLEX.
ARTICLE VI: COMPENSATION
1. The CITY agrees to pay for the services in Article II in accordance with the compensation provisions in this
agreement.
2. Payment will be made within 30 days after the receipt of billing for each service rendered during the month. If
payment is not made within 30 days, interest on the unpaid balance will accrue beginning on the 31st day at the rate
of one percent (1%) per month or the maximum interest rate permitted by law, whichever is less. Such interest is due
and payable when the overdue payment is made, unless delay in payment is due to a contested billing. The CITY has
the right to appeal or ask for clarification on any REDFLEX billing within 30 days of receipt of billing. Until said
appeal is resolved or clarification is accepted, no interest will accrue on that portion of the billing. In the event of a
contested billing, only that portion so contested shall be withheld, and the undisputed portion shall be paid in
accordance with this Article VI.
3. Fee per Paid Citation. REDFLEX agrees to perform the work as required in the Scope of Work for compensation
based upon the payment by the CITY of $60.00 per paid citation for the first 50 paid citations per REDFLEX's
approach system per month. $50.00 per paid citation for paid citations 51-100, $40.00 per paid citation for paid
citations 101-150 and $25.00 per paid citation for paid citations 151 on. The CITY may offer persons cited an option
to attend traffic school, which would result in a dismissal of the citation. A citation that is dismissed pursuant to the
traffic school option and the administrative fee is paid shall count as a paid citation.
4. Cost Neutrality. REDFLEX's compensation under this agreement shall be limited to the amount it receives in fees
for paid citations as provided herein. This payment system provides cost neutrality to the CITY.
5. Prosecution and Collection. The CITY will diligently prosecute citations and pursue the collections of all fines
and respect thereof. REDFLEX will have the right to receive, and the CITY will be obligated to pay the
compensation as set forth. Citations paid for on a court -directed payment plan will be considered paid when the final
payment has been made to the CITY.
ARTICLE VII: INDEMNIFICATION
REDFLEX agrees to indemnify, defend, and hold harmless the CITY, its agents, officers and employees, from and
against any and all liability, claims, suits, loss, damages, costs, and expenses arising out of or resulting from the
negligent or intentional acts, errors, or omissions of REDFLEX, its officers, employees, or agents.
ARTICLE VIII: INSURANCE
During the life of this agreement, REDFLEX shall maintain the following minimum insurance:
1. Commercial General Liability insurance policy for at least $1,000,000.00 combined single limits per occurrence
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for Bodily Injury, Property Damage, and Personal Injury. If the policy is written on the new occurrence form then
the aggregate limit shall be $2,000,000.00. The CITY, its agents, employees and officials all while acting within
their official capacity as such, shall be named as an additional insured on the insurance specified in this paragraph.
2. Automobile bodily injury and property damage liability insurance covering owned, non -owned, rented, and
hired vehicles.
3. REDFLEX, its subcontractors, if any, and all employers working under this agreement are subject employers
under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide
workers' compensation coverage for all their subject workers.
4. REDFLEX will, at all times, carry a Professional Liability/Errors and Omission type policy with limits of at least
$1,000,000.00.
5. REDFLEX shall furnish the CITY with Certificates of Insurance upon execution of Agreement. Such Certificates
of Insurance evidencing any policies required by this Agreement shall be delivered to the CITY prior to the
commencement of any work. A 30 -day notice of cancellation clause shall be included in said certificate. The CITY
has the right to reject any certificate for unacceptable coverage and/or companies.
ARTICLE VIII: ASSIGNMENT
This agreement is to be binding upon the heirs, successors, and assigns of the parties hereto and is not to be assigned
by either party without first obtaining the written consent of the other. No assignment of this agreement shall be
effective until the assignee assumes in writing the obligations of the assigning party and delivers such written
assumption to the other original party to this agreement.
Use of subcontractors by REDFLEX or subsidiary or affiliate firms of REDFLEX for technical or professional
services shall not be considered an assignment of a portion of this agreement, and REDFLEX shall remain fully
responsible for the work performed, whether such performance is by REDFLEX or subcontractors. No
subcontractors shall be used without the written approval of the CITY.
Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than the CITY and
REDFLEX.
ARTICLE IX: INTEGRATION
These terms and conditions and the agreement to which they are attached represent the entire understanding of the
CITY and REDFLEX as to those matters contained herein. No prior oral or written understanding shall be of any
force or effect with respect to those matters covered herein. The agreement may not be modified or altered except in
writing as specified in Article III.
ARTICLE X: SUSPENSION OF WORK
The CITY may suspend, in writing, and without cause, all or a portion of the work under this agreement. REDFLEX
may request that the work be suspended by notifying the CITY, in writing, of circumstances that are interfering with
the progress of work. REDFLEX may suspend work on the project in the event the CITY does not pay invoices
when due. The time for completion of the work shall be extended by the number of days work is suspended. In the
event that the period of suspension exceeds 90 days, the terms of the agreement are subject to renegotiation and both
parties are granted the option to terminate work on the suspended portion of the project, in accordance with Article
XI.
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ARTICLE XI: TERMINATION OF WORK
1. Change in Law, Court Rulings, and Material Breach. Either party shall have the right to terminate this Agreement
immediately by written notice to the other if (i) state statutes are amended to prohibit or substantially change the
operation of red light photo enforcement systems; (ii) any court having jurisdiction over the CITY rules, or Oregon
or federal statute declares, that results from the REDFLEX System of red light photo enforcement are inadmissible in
evidence; or (iii) the other party commits any material breach of any of the provisions of this Agreement which
breach is not remedied within forty-five (45) calendar days (or within such other time period as the CITY and
REDFLEX shall mutually agree, which agreement shall not be unreasonably withheld or delayed) after written notice
from the non -breaching party setting forth in reasonable detail the events which caused the breach.
2. Other Rights or Remedies. The rights to terminate this Agreement given in Section 1 shall be without prejudice to
any other right or remedy of either party in respect of the breach concerned (if any) or any other breach of this
Agreement. Termination under Section 1 does not require the CITY to reimburse REDFLEX for direct costs as set
out in Section 3.
3. Termination for Convenience. The CITY may terminate this Agreement without cause at any time by giving thirty
days written notice of termination to REDFLEX. The CITY agrees to reimburse REDFLEX for all direct costs
associated with the installation and initial establishment of the CITY's program, including, but not limited to (1)
construction services, (2) software configuration and (3) hardware depreciation. All direct costs and capital
expenditures will be amortized over 60 months. The CITY will be responsible for all un -amortized costs at the time
of termination. For example, if the CITY terminates this agreement for convenience at month 30, the CITY will be
responsible for 50% of the direct cost. REDFLEX shall, within 60 days of the installation date, present for the
CITY's approval the list with amounts of all direct costs, which would be the subject of the reimbursement.
4. In the event of termination, REDFLEX shall perform such additional work as is necessary for the orderly filing of
documents and closing of the project. The time spent on such additional work shall not exceed 10 percent of the
time expended on the terminated portion of the project prior to the effective date of termination. REDFLEX shall be
compensated for work actually performed prior to the effective date of termination plus the work required for filing
and closing as described in this Article. If no notice of termination is given, relationships and obligations created by
this agreement shall be terminated upon completion of all applicable requirements of this agreement.
5. Procedures Upon Termination. The termination of this Agreement shall not relieve either party of any liability that
accrued prior to such termination. Except as set forth in Section 1, upon the termination of this Agreement, all of the
provisions of this Agreement shall terminate and the following will be done by the parties:
6.1 REDFLEX shall (i) immediately cease to provide services, including but not limited to work in
connection with the construction or installation of Intersection Approaches and services in connection with the Red
Light Photo Enforcement Program, (ii) promptly deliver to the CITY any and all Proprietary Property of the CITY
provided to REDFLEX pursuant to this Agreement, (iii) promptly deliver to the CITY a final report to the CITY
regarding the collection of data and the issuance of Citations in such format and for such periods as the CITY may
reasonably request, and which final report REDFLEX shall update or supplement from time to time when and if
additional data or information becomes available, (iv) promptly deliver to the CITY a final invoice stating all fees
and charges properly owed by the CITY to REDFLEX for work performed and Citations issued by REDFLEX prior
to the termination, and (v) provide such assistance as the CITY may reasonably request from time to time in
connection with prosecuting and enforcing Citations issued prior to the termination of this Agreement.
6.2 The CITY shall (i) immediately cease using the Red Light Photo Enforcement Program, accessing
REDFLEX's system and using any other Intellectual Property of REDFLEX, (ii) promptly deliver to REDFLEX any
and all Proprietary Property of REDFLEX provided to the CITY pursuant to this Agreement, and (iii) promptly pay
any and all fees, charges and amounts properly owed by the CITY to REDFLEX for work performed and Citations
issued by REDFLEX prior to the termination.
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Woodburn Professional Services Agreement with Redflex
Red Light Photo Enforcement Program
6.3 Restoration of Intersection Approaches. Unless the CITY and REDFLEX have agreed to enter into a
new agreement relating to the Red Light Photo Enforcement Program or have agreed to extend the Term of this
Agreement, REDFLEX shall remove any and all Equipment or other materials of REDFLEX installed in connection
with REDFLEX's performance of its obligations under this Agreement, including but not limited to housings, poles
and camera systems, and REDFLEX shall restore the Designated Intersection Approaches to substantially the same
condition such Designated Intersection Approaches were in immediately prior to this Agreement.
7. Survival of Provisions. Notwithstanding the foregoing, the definitions and each of the following shall survive the
termination of this Agreement: Article XII (LICENSE; RESERVATION OF RIGHTS), XIV (REDFLEX
WARRANTIES), VII (INDEMNIFICATION), XXV (NOTIFICATION), XXI (DISPUTES), XXIII (APPLICABLE
LAW), XXIV (COURT OF JURISDICTION) and, and those provisions, and the rights and obligations therein, set
forth in this Agreement which either by their terms state, or evidence the intent of the parties, that the provisions
survive the expiration or termination of the Agreement, or must survive to give effect to the provisions of this
Agreement.
ARTICLE XII: LICENSE, RESERVATION OF RIGHTS
1. LICENSE. Subject to the terms and conditions of this Agreement, REDFLEX hereby grants the CITY, and the
CITY hereby accepts from REDFLEX upon the terms and conditions herein specified, a non-exclusive, non-
transferable license during the Term of this Agreement to: (a) solely within the CITY of Woodburn, access and use
the REDFLEX System for the sole purpose of reviewing Potential Violations and authorizing the issuance of
Citations pursuant to the terms of this Agreement, and to print copies of any content posted on the REDFLEX
System in connection therewith, (b) disclose to the public (including outside of the CITY of Woodburn) that
REDFLEX is providing services to the CITY in connection with Redlight Photo Enforcement Program pursuant to
the terms of this Agreement, and (c) use and display the REDFLEX Marks on or in marketing, public awareness or
education, or other publications or materials relating to the Redlight Photo Enforcement Program, so long as any and
all such publications or materials are approved in advance by REDFLEX.
2. Reservation of Rights. The CITY hereby acknowledges and agrees that: (a) REDFLEX is the sole and exclusive
owner of the REDFLEX System, the REDFLEX Marks, all Intellectual Property arising from or relating to the
REDFLEX System, and any and all related Equipment, (b) the CITY neither has nor makes any claim to any right,
title or interest in any of the foregoing, except as specifically granted or authorized under this Agreement, and (c) by
reason of the exercise of any such rights or interests of the CITY pursuant to this Agreement, the CITY shall gain no
additional right, title or interest therein.
3. Restricted Use. The CITY hereby covenants and agrees that it shall not (a) make any modifications to the
REDFLEX System, including but not limited to any Equipment, (b) alter, remove or tamper with any REDFLEX
Marks, (c) use any of the REDFLEX Marks in any way which might prejudice their distinctiveness, validity or the
goodwill of REDFLEX therein, (d) use any trademarks or other marks other than the REDFLEX Marks in
connection with the CITY's use of the REDFLEX System pursuant to the terms of this Agreement without first
obtaining the prior consent of REDFLEX, or (e) disassemble, decompile or otherwise perform any type of reverse
engineering to the REDFLEX System, the REDFLEX System, including but not limited to any Equipment, or to any,
Intellectual Property or Proprietary Property of REDFLEX, or cause any other Person to do any of the foregoing.
4. Protection of Rights. REDFLEX shall have the right to take whatever action it deems necessary or desirable to
remedy or prevent the infringement of any Intellectual Property of REDFLEX, including without limitation the filing
of applications to register as trademarks in any jurisdiction any of the REDFLEX Marks, the filing of patent
application for any of the Intellectual Property of REDFLEX, and making any other applications or filings with
appropriate Governmental Authorities. The CITY shall not take any action to remedy or prevent such infringing
activities, and shall not in its own name make any registrations or filings with respect to any of the REDFLEX Marks
or the Intellectual Property of REDFLEX without the prior written consent of REDFLEX.
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5. Infringement. The CITY shall use its reasonable best efforts to give REDFLEX prompt notice of any activities or
threatened activities of any Person of which it becomes aware that infringes or violates the REDFLEX Marks or any
of REDFLEX's Intellectual Property or that constitute a misappropriation of trade secrets or act of unfair
competition that might dilute, damage or destroy any of the REDFLEX Marks or any other Intellectual Property of
REDFLEX. REDFLEX shall have the exclusive right, but not the obligation, to take action to enforce such rights
and to make settlements with respect thereto. In the event that REDFLEX commences any enforcement action under
this Section, then the CITY shall render to REDFLEX such reasonable cooperation and assistance as is reasonably
requested by REDFLEX, and REDFLEX shall be entitled to any damages or other monetary amount that might be
awarded after deduction of actual costs; provided, that REDFLEX shall reimburse the CITY for any reasonable costs
incurred in providing such cooperation and assistance.
6. Infringing Use. The CITY shall give REDFLEX prompt written notice of any action or claim action or claim,
whether threatened or pending, against the CITY alleging that the REDFLEX Marks, or any other Intellectual
Property of REDFLEX, infringes or violates any patent, trademark, copyright, trade secret or other Intellectual
Property of any other Person, and the CITY shall render to REDFLEX such reasonable cooperation and assistance as
is reasonably requested by REDFLEX in the defense thereof; provided, that REDFLEX shall reimburse the CITY for
any reasonable costs incurred in providing such cooperation and assistance. If such a claim is made and REDFLEX
determines, in the exercise of its sole discretion, that an infringement may exist, REDFLEX shall have the right, but
not the obligation, to procure for the CITY the right to keep using the allegedly infringing items, modify them to
avoid the alleged infringement or replace them with non -infringing items.
ARTICLE XIII: BOLI -PREVAILING WAGE
REDFLEX shall be solely responsible for complying with BOLI's prevailing wage requirements. REDFLEX shall
pay such prevailing wages in accordance with BOLI's requirements pursuant to BOLI's contract entitled "Prevailing
Wage Rates for Public Works Contracts in Oregon."
ARTICLE XIV: REDFLEX WARRANTIES
The work to be performed by REDFLEX includes services generally performed by REDFLEX in its usual line of
business. The work performed by REDFLEX under this Agreement shall be performed in a good and businesses -
like manner in accordance with the highest professional standards. REDFLEX shall, at all times, during the term of
this Agreement, be qualified, be professionally competent, and duly licensed to perform the work.
ARTICLE XV: INDEPENDENT CONTRACTOR
REDFLEX is not currently employed by the CITY. The parties to this Agreement intend that REDFLEX perform all
work as an Independent Contractor. No agent, employee, or servant of REDFLEX shall be or shall be deemed to be
the employee, agent or servant of the CITY. The CITY is interested only in the results obtained under this
Agreement; the manner and means of conducting the work are under the sole control of REDFLEX, however, the
work contemplated herein must meet the approval of the CITY and shall be subject to the CITY's general right of
inspection and supervision to secure the satisfactory performance thereof.
ARTICLE XVI: TAXES
REDFLEX will be responsible for any federal or state taxes applicable to payments received under this Agreement.
The CITY will report the total of all payments to REDFLEX, including any expenses, in accordance with the Federal
Internal Revenue Service and the State of Oregon Department of Revenue regulations.
ARTICLE XVII: AUDIT RIGHTS
REDFLEX must provide to the Woodburn City Council an annual report, prepared by an independent auditor at
REDFLEX's expense, representing REDFLEX's compliance with the contract and analysis of the accuracy of billing
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Woodburn Professional Services Agreement with Redflex
Red Light Photo Enforcement Program
statements regarding the CITY of Woodburn's red light photo enforcement program.
Each of the parties hereto shall have the right to audit the books and records of the other party hereto (the "Audited
') solely for the purpose of verifying the payments, if any, payable pursuant to this Agreement. Any such audit
shall be conducted upon not less than forty-eight (48) hours' prior notice to the Audited Party, at mutually
convenient times and during the Audited Party's normal business hours. Except as otherwise provided in this
Agreement, the cost of any such audit shall be borne by the non -Audited Party. In the event any such audit
establishes any underpayment of any payment payable by the Audited Party to the non -Audited Party pursuant to this
Agreement, the Audited Party shall promptly pay the amount of the shortfall. In the event any such audit establishes
any overpayment by the Audited Party of any payment made pursuant to this Agreement, non -Audited Party shall
promptly refund to the Audited Party the amount of the excess.
ARTICLE XVIII: ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties and supersedes all prior agreements, written
and oral, courses of dealing, or other understanding between the parties. No modification of this Agreement shall be
binding unless in writing and signed by both parties.
ARTICLE XIX: SEVERABILITY
If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in
whole or part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the
affected provision.
ARTICLE XX: FORCE MAJEURE
Neither the CITY nor REDFLEX shall hold the other responsible for damages or delay in performance caused by
acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the other's employees and
agents.
ARTICLE XXI: DISPUTES
Upon the occurrence of any dispute or disagreement between the parties hereto arising out of or in connection with
any term or provision of this Agreement, the subject matter hereof, or the interpretation or enforcement hereof (the
"Dispute"), the parties shall engage in informal, good faith discussions and attempt to resolve the Dispute. In
connection therewith, upon written notice of either party, each of the parties will appoint a designated officer whose
task it shall be to meet for the purpose of attempting to resolve such Dispute. The designated officers shall meet as
often as the parties shall deem to be reasonably necessary. Such officers will discuss the Dispute. If the parties are
unable to resolve the Dispute in accordance with this Article, and in the event that either of the parties concludes in
good faith that amicable resolution through continued negotiation with respect to the Dispute is not reasonably likely,
then the parties may mutually agree to submit to binding or nonbinding arbitration or mediation.
In the event either party brings action to enforce the terms of this agreement or to seek damages for its breach, or
arising out of any dispute concerning the terms and conditions hereby created, the prevailing party shall be entitled to
an award of its reasonable attorney fees, costs, and expenses, incurred therein, including such costs and fees as may
be required on appeal.
ARTICLE XXII: COOPERATIVE PURCHASING
Pursuant to ORS 279A.205 thru 279A.215, other public agencies and members of the Oregon Cooperative
Purchasing Program (ORCPP) may use the purchase agreement resulting from this RFP unless Proposer expressly
notes in the proposal that the prices quoted are available to the CITY only. The condition of such use by other
agencies is that any such agency must make and pursue contact, purchase order, delivery arrangements, and all
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Woodburn Professional Services Agreement with Redflex
Red Light Photo Enforcement Program
contractual remedies directly with the successful Proposer; the CITY accepts no responsibility for performance by
either the successful Proposer or such other agency using this agreement. With such condition, the CITY consents to
such use by any other public agency.
ARTICLE XXIII: APPLICABLE LAW
This Agreement shall be governed by and construed in all respects solely in accordance with the laws of the State of
Oregon, United States.
ARTICLE XXIV: COURT OF JURISDICTION
The laws of the State of Oregon shall govern the validity of this agreement, its interpretation and performance, and
other claims related to it. Venue for litigation shall be in Marion County, Oregon.
ARTICLE XXV: NOTIFICATION
All correspondence and notices related to this Agreement shall be directed to the project manager for the party to
whom the correspondence or notice is intended. If directed to the CITY: Scott Russell, Police Chief. If directed to
REDFLEX: Program Mana eg_ment, at the address listed above. Each party shall be responsible for notifying the
other of any changes in project manager designation.
REDFLEX: CITY OF WOODBURN, OREGON:
Date: Date:
By:
Aaron Rosenberg, Executive Vice President
0
Scott C. Derickson, City Administrator
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Woodburn Professional Services Agreement with Redflex
Red Light Photo Enforcement Program
Exhibit "A"
Designated Intersection Approaches
The contract is for the implementation of up to eight (8) intersections. The CITY has expressed interest in installing
a Red Light Photo Enforcement System at the intersection of Mt. Hood Avenue and State Highway 99E. The final
determination regarding the implementation of a system at this location will be based on the mutual agreement of
both parties and the approval of the CITY's traffic safety study by ODOT. Identification of other enforced
intersections will be based on mutual agreement between REDFLEX and the CITY as warranted by community
safety and traffic needs. All systems contemplated for roadways that are maintained by the State of Oregon will also
require ODOT approval of the CITY's traffic safety study.
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Red Light Photo Enforcement Program
Exhibit "B"
Construction and Installation Obligations
Timeframe for Installation
REDFLEX will have each specified intersection installed and activated in phases in accordance with an
implementation plan to be mutually agreed to by REDFLEX Traffic Systems and the CITY.
REDFLEX will use reasonable commercial efforts to install the system in accordance with the schedule set forth in
the implementation plan that will be formalized upon project commencement.
REDFLEX will use reasonable commercial efforts to install and activate the first specified intersection within the
first sixty (60) days subsequent to formal project kick-off. The CITY agrees that the estimated timeframe for
installation and activation are subject to conditions beyond the control of REDFLEX and are not guaranteed.
1. REDFLEX Obligations. REDFLEX shall do or cause to be done each of the following (in each case, unless
otherwise stated below, at REDFLEX's sole expense):
1.1. Appoint the REDFLEX Project Manager and a project implementation team consisting of between one
(1) and four (4) people to assist the REDFLEX Project Manager;
1.2. Develop a Project Schedule to track project implementation. The REDFLEX Project Manager shall
report to the CITY Project Manager on the status of project implementation at least once every 14 days
after formal project kickoff
1.3. Request current "as -built" electronic engineering drawings for the Designated Intersection Approaches
(the "Drawings") from the CITY traffic engineer;
1.4. Develop and submit to the CITY for approval construction and installation specifications in reasonable
detail for the Designated Intersection Approaches, including but not limited to specifications for all radar
sensors, pavement loops, electrical connections and traffic controller connections, as required; and
1.5. Seek approval from the relevant Governmental Authorities having authority or jurisdiction over the
construction and installation specifications for the Designated Intersection Approaches (collectively, the
"Approvals"), which will include compliance with CITY permit applications.
1.6. Finalize the acquisition of the Approvals;
1.7. Submit to the CITY a public awareness strategy for the CITY's consideration and approval, which
strategy shall include media and educational materials for the CITY's approval or amendment (the
"Awareness Strategy");
1.8. Assist the CITY in developing the Red Light Violation criteria;
1.9. Develop the Enforcement Documentation for approval by the CITY, which approval shall not be
unreasonably withheld;
1.10. Complete the installation and testing of all necessary Equipment, including hardware and software, at
the Designated Intersection Approaches (under the supervision of the CITY);
11. Cause an electrical sub -contractor to complete all reasonably necessary electrical work at the
Designated Intersection Approaches, including but not limited to the installation of all related Equipment
and other detection sensors, poles, cabling, telecommunications equipment and wiring, which work shall be
performed in compliance with all applicable local, state and federal laws and regulations;
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Red Light Photo Enforcement Program
1.12. Install and test the functionality of the Designated Intersection Approaches with the REDFLEX System
and establish fully operational Violation processing capability with the REDFLEX System;
1.13. Implement the use of the REDFLEX System at each of the Designated Intersection Approaches;
1.14. Deliver the Materials to the CITY;
1.15. Issue "warning letters" for Authorized Violations which occurred at each Designated Intersection
Approach during the Warning Period; and
1.16. During the Warning Period, REDFLEX shall provide training (i) for up to fifteen (15) personnel of the
CITY, including but not limited to the persons who CITY shall appoint as Authorized Officers and other
persons involved in the administration of the Redlight Photo Enforcement Program, (ii) for at least sixteen
(16) hours in the aggregate, (iii) regarding the operation of the REDFLEX System and the Redlight Photo
Enforcement Program, which training shall include training with respect to the REDFLEX System and its
operations, strategies for presenting Violations Data in court and judicial proceedings and a review of the
Enforcement Documentation;
1.17. Interact with court and judicial personnel to address issues regarding the implementation of the
REDFLEX System, the development of a subpoena processing timeline that will permit the offering of
Violations Data in court and judicial proceedings, the establishment of a court hearing schedule for
adjudicating upon Citations, and coordination between REDFLEX, the CITY and juvenile court personnel;
and
1.18. Provide reasonable public relations resources and media materials to the CITY in the event that the
CITY elects to conduct a public launch of the Redlight Photo Enforcement Program.
2. CITY OBLIGATIONS. The CITY shall do or cause to be done each of the following (in each case, unless
otherwise stated below, at CITY's sole expense):
2. 1 Appoint the Police Project Manager;
2.2 Assist REDFLEX in obtaining the Drawings from the relevant Governmental Authorities;
2.3 Notify REDFLEX of any specific requirements relating to the construction and installation of any
Intersection Approaches or the implementation of the Redlight Photo Enforcement Program;
2.4 Provide assistance to REDFLEX in obtaining access to the records data of the Department of Motor
Vehicles in REDFLEX's capacity as an independent contractor to the CITY;
2.5 Assist REDFLEX in seeking the Approvals;
2.6 Provide reasonable access to the CITY's properties and facilities in order to permit REDFLEX to install
and test the functionality of the Designated Intersection Approaches and the Redlight Photo Enforcement
Program;
2.7 Provide reasonable access to the personnel of the CITY and reasonable information about the specific
operational requirements of such personnel for the purposes of performing training;
2.8 Provide the services of necessary personnel during the Warning Period;
2.9 Seek approval or amendment of Awareness Strategy and provide written notice to REDFLEX with respect
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Red Light Photo Enforcement Program
to the quantity of media and program materials (the "Materials") that the CITY will require in order to
implement the Awareness Strategy during the period commencing on the date on which REDFLEX begins
the installation of any of the Designated Intersection Approaches and ending one (1) month after the
Installation Date;
2.10Develop the Red Light Violation criteria in consultation with REDFLEX; and
2.11 Seek approval of the Enforcement Documentation.
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Woodburn Professional Services Agreement with Redflex
Red Light Photo Enforcement Program
Exhibit "C"
Maintenance
1. All repair and maintenance of camera systems and related equipment will be the sole responsibility of
REDFLEX, including but not limited to maintaining the casings of the cameras included in the REDFLEX
System and all other Equipment in reasonably clean and graffiti -free condition.
2. REDFLEX shall not open the Traffic Signal Controller Boxes without a representative of the ODOT Region
2 Traffic Engineering Unit and/or the ODOT District 3 Maintenance personnel present.
3. The provision of all necessary electrical and telephone services to the Designated Intersection Approaches
will be the sole responsibility REDFLEX, and the CITY shall provide all electrical power.
4. In the event that images of a quality suitable for the Authorized Officer to identify Violations cannot be
reasonably obtained without the use of flash units, REDFLEX shall provide and install such flash units.
5. The REDFLEX Project Manager (or a reasonable alternate) shall be available to the Police Project Manager
each day, on a reasonable best efforts basis.
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Woodburn Professional Services Agreement with Redflex
Red Light Photo Enforcement Program
Exhibit "D"
Additional Rights and Obligations
REDFLEX and the CITY shall respectively have the additional rights and obligations set forth below:
1. Communications and Public Relations Strategy.
1-1 REDFLEX shall assist the CITY in public information and education efforts. REDFLEX must provide the
CITY of Woodburn with public information materials. These materials should include, but are not limited to,
brochures describing the photo red light program, how red light cameras operate, and the benefits provided by
the use of photo red light cameras.
1-2 Vendor must be available to act as a resource during certain events planned as part of the photo red light
communications and public relations strategy. This includes, but is not limited to, equipment demonstrations as
part of community presentations.
2. REDFLEX shall be solely responsible for the fabrication of any signage, notices or other postings required
pursuant to any law, rule or regulation of any Governmental Authority ("Signage'), including but not limited to the
Vehicle Code, and shall assist in determining the placement of such Signage, and the CITY hereby acknowledges
and agrees that the CITY shall be solely responsible for installing such Signage.
3. REDFLEX shall be solely responsible for the installation of LED lights at enforced intersections.
4. REDFLEX Project Manager and the Police Project Manager shall meet on a weekly basis during the period
commencing as of the date of execution hereof and ending on the Installation Date, and on a monthly basis for the
remainder of the Term, at such times and places as the REDFLEX Manager and the CITY Manager shall mutually
agree.
5. The CITY shall not access the REDFLEX System or use the Redlight Photo Enforcement Program in any
manner other than prescribe by law and which restricts or inhibits any other Person from using the REDFLEX
System or the REDFLEX Photo Enforcement Program with respect to any Intersection Approaches constructed or
maintained by REDFLEX for such Person, or which could damage, disable, impair or overburden the REDFLEX
System or the REDFLEX Photo Enforcement Program, and the CITY shall not attempt to gain unauthorized access
to (i) any account of any other Person, (ii) any computer systems or networks connected to the REDFLEX System, or
(iii) any materials or information not intentionally made available by REDFLEX to the CITY by means of hacking,
password mining or any other method whatsoever, nor shall the CITY cause any other Person to do any of the
foregoing.
6. The CITY shall maintain the confidentiality of any username, password or other process or device for accessing
the REDFLEX System or using the Redlight Photo Enforcement Program.
7. Each of REDFLEX and the CITY shall advise each other in writing with respect to any applicable rules or
regulations governing the conduct of the other on or with respect to the property of such other party, including but
not limited to rules and regulations relating to the safeguarding of confidential or proprietary information, and when
so advised, each of REDFLEX and the CITY shall obey any and all such rules and regulations.
8. The CITY shall promptly reimburse REDFLEX for the cost of repairing or replacing any portion of the
REDFLEX System, or any property or equipment related thereto, damaged directly or indirectly by the CITY, or any
of its employees, contractors or agents.
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Red Light Photo Enforcement Program
Exhibit "E" Z A
=4,< - -5
RFP 20056-13, Red Light Photo Enforcement
City of Albany, Oregon
REQUEST FOR PROPOSAL
(RFP NO. 20056-13)
RED LIGHT PHOTO ENFORCEMENT
Issue Date: May 30, 2006
Proposal Due Date: 4:00 p.m. PDT, June 30, 2006
Submittal Location: City of Albany
Administrative Services Dept., Attn: Diane Wood
333 Broadalbin Street SW
Albany, OR 97321-0144
Chiefof Police................................................................................................................. Ed Boyd
Contract Administrator........................................................................................... Patrick Hurley
Purchasing Coordinator.............................................................................................Diane Wood
For more information regarding this Request for Proposals,
contact Diane Wood at (541) 917-7522
ALBANY POLICE DEPARTMENT
City of Albany, Albany Police DepartmentRFP No. 20056-13) Page 21 of 58
Woodburn Professional Services Agreement with Redflex
Red Light Photo Enforcement Program
10:0111 M:kd;j am [0 01 =I k' 1&1 :14121 JAI =I k" k
E X €'E 04 7 A
F e ,.V._�C
SECTION 1: INVITATION........................................................................................3
SECTION 2: GENERAL BACKGROUND INFORMATION......................................4
SECTION 3: INSTRUCTIONS TO PROPOSERS...................................................5
SECTION 4: GENERAL QUALIFICATIONS, SCOPE OF SERVICES AND
REQUIREMENTS OF SUCCESSFUL PROPOSER .........................13
SECTION 5: SELECTION PROCESS AND EVALUATION...................................20
ATTACHMENT A: PROFESSIONAL SERVICES CONTRACT..............................23
ATTACHMENT B: DECLARATION OF INDEPENDENT CONTRACTOR STATUS28
ATTACHMENT C: NOTICE OF INTENT TO PROPOSE.......................................31
City of Albany, Albany Police Department
(RFP No. 20056-13) Page 22 of 58
Woodburn Professional Services Agreement with Redflex
Red Light Photo Enforcement Program
SECTION 1: INVITATION rYcrt�
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1.1 PURPOSE.
The City of Albany ("City") invites sealed proposals from proposers desiring to provide all
equipment, software, and installation of photo capturing equipment, either through use of
vendor supplied video detection or inductive loops, at no cost to the City.
The City will contract with the successful Proposer for a period of three years with seven
one-year renewal options at the City's sole discretion.
1.2 SOLICITATION DOCUMENTS AND DEADLINE.
The Request for Proposal (RFP) documents are available from the Administrative
Services Department of the City of Albany, 333 Broadalbin Street SW, Albany, OR 97321-
0144, weekdays between the hours of 8:00 a.m. and 5:00 p.m. PDT. There is no charge
for the RFP documents. The documents may also be downloaded from the City of Albany
Web site at www.cityofalbany.net/bids. It is imperative that those who download the
solicitation document check the site regularly for addenda and other notifications that may
be pertinent.
Proposers must submit a Notice of Intent to Propose by June 16, 2006.
The City will be the sole judge in determining the award of an Agreement and reserves
the right to reject any or all proposals.
It is the intent of the City of Albany to permit other public agencies to utilize the contracts
resulting from this solicitation.
A performance bond will not be required.
A pre -proposal conference has been determined unnecessary.
SECTION 2: GENERAL BACKGROUND INFORMATION
2.1 DESCRIPTION OF THE CITY OF ALBANY
Albany is located in the heart of the Willamette Valley, 24 miles south of Salem, the state
capital, and 40 miles north of Eugene, the state's second largest city. With a 2005
population of 45,360, Albany sits in both Linn and Benton Counties and is the county seat
of Linn County. With a diverse economic base Albany is experiencing growth common to
the Willamette Valley, and is well poised to maximize the current growth potential.
2.2 BACKGROUND OF THE PROGRAM.
In 2003, there were an estimated 259 vehicle accidents at red light intersections in
Albany, equating to an estimated $2,590,000 for bodily injury and $647,500 for property
damage. On October 25, 2004, the Albany City Council approved a workgroup to assess
the prospect of Red Light Photo Enforcement. In February and March of 2005, the Red
City of Albany, Albany Police Department
(RFP No. 20056-13) Page 23 of 58
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Woodburn Professional Services Agreement with Redflex
Red Light Photo Enforcement Program
Light Photo Enforcement Workgroup sent out a public survey to the citizens of Albany.
Based on the results of the survey, about 62 percent of Albany residents "support" or
"strongly support" implementation of a red light photo enforcement program. The City of
Albany has determined that the use of this program, and resulting traffic citations, would
help promote traffic safety and reduce the number of accidents in our community as part
of a comprehensive community safety program
SECTION 3: INSTRUCTIONS TO PROPOSERS
3.1 SUBMITTAL LOCATION AND CONTACT.
The Solicitation Document pick-up location, submittal location, and the destination
address for all associated communications is the following:
City of Albany
Administrative Services Department
Attn: Diane Wood
333 Broadalbin Street SW
Albany, OR 97321-0144
Contact: Diane Wood, Purchasing Coordinator
E-mail: diane.wood(a)-cityofalbany.net
3.2 SUBMITTAL OF PROPOSAL.
Proposals will be received until, but not after, 4:00 p.m. PDT on Friday. June 30, 2006.
One (1) signed original and six (6) copies of each proposal shall be sealed in an envelope
or shipping container, addressed to the above address, marked on the outside of the
envelope or shipping container with the name of the Proposer and the words "RED LIGHT
PHOTO ENFORCEMENT PROGRAM: RFP# 20056-13". The original proposal copy shall
be signed by a representative of the Proposer who is authorized to sign for and
contractually bind the Proposer. Please identify the original copy with the printed words
"Original Copy." Proposals may not be submitted by electronic means.
Any proposals received after the scheduled closing time for receipt or delivered to any
other office other than the office identified above will be considered late and will not be
returned. They will become part of the public record. It is the sole responsibility of the
Proposer to ensure that the proposal is received at the designated location before the
designated time. Proposers mailing proposals should allow normal mail delivery time to
ensure timely receipt of their proposals.
Proposals received will be held confidential until the contract has been awarded.
Thereafter, all proposals will be available for public inspection at the Administrative
Services Department of City Hall at the address listed above unless specifically requested
to be kept confidential by the Proposer in the proposal.
3.3 RESPONSE DATE.
In order to be considered for selection, proposals must arrive at the location listed in
City of Albany, Albany Police Department
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Red Light Photo Enforcement Program
Section 3.1 on or before the date and time specified in the RFP advertisement. Proposers
mailing responses should allow normal mail delivery time to ensure timely receipt of their
materials. Any proposal received after the scheduled closing time for receipt of proposals,
or addressed to an office other than that of the Administrative Services Department will
not be considered. Delivery in the manner stated herein and completeness of submittals
as required by this RFP shall be solely the responsibility of the Proposer. Submission of
proposals or additional information offered after the closing date and time shall not be
accepted or considered.
3.4 PROPOSAL SUBMITTAL REQUIREMENTS.
Each Proposer must submit the proposal submittal requirements as presented in Section
5, Selection Process and Evaluation, of this RFP. Proposals received without the required
information may be rejected as being non-responsive.
The City shall have the right to reject any proposal as a result of the information gathered
in its research.
3.5 CLARIFICATION OF RFP SOLICITATION AND CONTRACT DOCUMENTS AND
REQUESTED CHANGES.
Technical questions relating to the requirement and specifications of the RFP and/or the
RFP process should be directed in writing to the address listed in Section 3.1. Any person
who contemplates submitting a proposal in response to this RFP and who finds
discrepancies in, or omissions from, or is in doubt as to the true meaning of any part of
the RFP document must submit to the Purchasing Coordinator a written request for a
clarification or interpretation thereof. Any clarification or interpretation of the proposal
documents will be made only by written notification. The City is not responsible for any
explanation, clarification, or interpretation given in any manner except by written
notification. All requests for changes, interpretations, clarifications, or additional
information must be submitted to the City of Albany no later than the date set in the RFP
Schedule found in Section 3.8. Any person who contemplates submitting a proposal in
response to this RFP and who wishes to have the City consider a change in any part of
the RFP document must include the proposed change and the reason for the change.
Protests against award based on the specifications or other content of the RFP will not be
considered after this time. Changes to this RFP document shall only be by written
addenda. All responses to requests for clarification will be mailed to the inquirer and
posted on the City Web site.
3.6 CHANGES TO THE SOLICITATION (ADDENDA).
The City of Albany reserves the right to make changes to the RFP by written addendum,
which shall be issued to all prospective Proposers known to the City of Albany to have
received the Proposal Document. Proposers who have downloaded the RFP should
check the Web site regularly for addenda or clarification and additional information.
The City of Albany will evaluate any request submitted, but reserves the right to determine
whether to accept the requested change. If in the Purchasing Coordinator's opinion,
additional information or interpretation is necessary; such information will be supplied in
the form of an Addendum as stated above. Any addenda shall have the same binding
City of Albany, Albany Police Department
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effect as though contained in the main body of the RFP. Oral instructions or information
concerning the specifications of the project given out by City of Albany managers,
employees, or agents to the prospective Proposers shall not bind the City of Albany.
a) Addenda will be mailed or delivered to all Interested Proposers known by the City
of Albany to have received the Proposal Document.
b) All Addenda, clarification, and interpretations will be posted on the City of Albany
Web site, at www.citvofalbany.net/bids.
c) No addenda will be issued later than the date set in the RFP Schedule, except an
addendum, if necessary, postponing the date for receipt of Proposals or withdrawing the
invitation.
d) Addenda shall be signed by the same individual that signs the proposal and SHALL
BE SUBMITTED with the proposal or as otherwise directed by instructions printed on the
addenda. Proposals received without properly signed addenda may be considered non-
responsive.
3.7 NOTICE OF INTENT TO PROPOSE.
All potential Proposers are required to notify the City in writing by submitting a "Notice of
Intent to Propose" by June 16, 2006, at the location listed in Section 3. 1, to be considered
an interested Proposer. The Notice of Intent to Propose is included in the Solicitation
packet as Attachment C. Submit the original by the deadline and retain a copy to be
submitted with your Proposal.
3.8 ANTICIPATED RFP SCHEDULE.
The anticipated schedule is shown below and may be subject to change based on City
needs:
Date
May 30, 2006
June 12, 2006
June 16, 2006
June 20, 2006
June 23, 2006
June 30, 2006
July 5, 2006
July 19, 2006
TBD City Council Meeting
3.9 PROPOSAL FORMAT.
Event
Issue RFP
Final date to submit changes or solicitation
protests
Final date to submit Notice of Intent to Propose
Final date for clarifications
Final addendums from the City
Proposals due to City by 4:00 p.m. PDT
Evaluations begin
Interviews, if necessary
Award of Contract
Proposals should be prepared simply and economically, providing a straightforward,
concise description of Proposer's capabilities to satisfy the requirements of the RFP.
Proposals shall be submitted with the original Proposal signed in ink by an official
City of Albany, Albany Police Department
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Red Light Photo Enforcement Program
authorized to represent and bind the proposing firm and shall be marked "Original."
3.10 INTERGOVERNMENTAL COOPERATIVE PURCHASING.
Pursuant to Oregon Revised Statute 279A.215, other governmental agencies, public
bodies or districts ("Participating Agencies") may participate in the award resulting from
this solicitation as if said agencies had generated this solicitation and made this award on
their own behalf. The Contractor shall have the option of declining participation in any
such agreement-, that is, Contractor participation in work or sales resulting from use of this
solicitation shall be voluntary. If the Contractor chooses to participate in such agreements,
all agency relationships including those for contract administration, ordering, deliveries,
approvals, billing, and collections shall be between the Participating Agency and the
Contractor. The originating agency, City of Albany, except for this enabling agreement,
shall not participate in any aspects of commercial activity between the Contractor and the
Participating Agency. If the Contractor agrees to participate, all such participation shall be
on the basis of this solicitation and the resulting award except that reasonable changes in
pricing and terms may be negotiated directly between the Participating Agency and the
Contractor to accommodate differences in delivery distances and local conditions. All
such changes shall be solely between the Contractor and the Participating Agency. No
material changes can be made in the terms, conditions, or prices.
3.11 PROTEST OF SOLICITATION DOCUMENT AND THE PROCUREMENT
PROCESS.
A prospective Proposer may protest the procurement process or the solicitation document
for a contract. A prospective Proposer must deliver a written protest to the Purchasing
Coordinator no later than 5:00 p.m. PDT, June 12, 2006. A prospective Proposer's written
protest shall include a statement of the desired changes to the procurement process or
the solicitation document that the prospective Proposer believes will remedy the
conditions upon which the prospective Proposer based its protest.
3.12 CONTRACT ADMINISTRATOR.
The City of Albany's Contract Administrator for the services required within this RFP will
be Patrick Hurley, Albany Police Department.
3.13 WITHDRAWAL OF PROPOSAL.
A Proposer may withdraw its proposal, by written notice submitted on the Proposer's
letterhead, signed by the Proposer's authorized representative, and delivered to the
Purchasing Coordinator. To be effective, the withdrawal must be received prior to closing.
The Proposer or Proposer's authorized representative may withdraw their proposal by
appearing in person before the Purchasing Coordinator prior to closing, with presentation
of appropriate identification and evidence of authority to make the withdrawal satisfactory
to the Purchasing Coordinator. The Proposer shall mark a written request to withdraw its
proposal as follows: "Proposal Withdrawal - RFP #20056-13".
3.14 RIGHTS OF CITY TO AWARD OR REJECT PROPOSALS.
The RFP does not commit the City to award an agreement for the services specified
City of Albany, Albany Police Department
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Red Light Photo Enforcement Program
within the RFP document. The City reserves the right, in its sole discretion, to:
• Accept or reject any or all proposals or any portion thereof received as a result of this
RFP;
• Negotiate with any qualified Proposer;
• Accept a proposal and subsequent offers for agreement from other than the highest
financial reimbursement proposed;
• Waive any irregularities in proposals received, after prior notifications to the Proposer;
and
• Request clarification of any portion of the submitted proposal.
In determining the most responsible Proposer, the City reserves the right to take into
consideration any or all information supplied by the Proposer in the proposal and the
City's investigation into the experience and responsibility of the Proposer. In addition, the
City may, in its sole discretion, choose to accept or reject proposals based on minor
variations from the stated specifications when such action is deemed by the City to be in
the City's best interest. Further, the City reserves the right in its sole discretion to waive
informalities in the submitted proposal.
Proposers participating in negotiations may be asked to submit additional information, or
other revisions to their proposals as may be required.
3.15 ACCEPTANCE OF PROPOSAL CONTENT.
Proposals shall be firm for a period extending 180 days from the closing date. Each
Proposer may withdraw its proposal, if it has not been accepted within 180 days from the
RFP closing date.
The written proposal will be evaluated on the completeness and quality of the content as
required in the RFP documents. Failure to comply with all minimum requirements
described in the RFP may disqualify proposals. Only those proposals supplying complete
information, as required by this RFP, will be considered for evaluation.
3.16 PUBLIC RECORDS AND CONFIDENTIALITY OF PROPOSAL.
This RFP and one copy of each original response received, together with copies of all
documents pertaining to the selection of the successful Proposer and execution of an
agreement, shall be kept for the City by the Administrative Services Department as a
permanent record file.
A. Public Records. By submitting a Proposal, the Proposer acknowledges that
information submitted in response to this RFP is open to public inspection
under the Oregon Public Records Law, ORS 192.410 through 192.505. The
Proposer is responsible for becoming familiar with and understanding the
provisions of the Public Records Law.
B. Confidential Records. The Proposer may identify information submitted to the
City as confidential. Prior to submitting such information to the City, the
Proposer shall prominently mark in conspicuous lettering any information with
the words "Confidential Information" and state in writing that the Proposer
City of Albany, Albany Police Department
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wishes the material to be held in confidence and the reasons therefore. The
City may treat any information so marked as confidential and not subject to
public disclosure to the extent permitted by law, ORS 192.501 — 192.502.
3.17 DISCLAIMER OF WARRANTY AND COSTS.
Neither the City, nor its officers, agents, nor employees are liable for any cost incurred by
Proposer(s) prior to issuance of an agreement or Notice to Proceed. All prospective
Proposer(s) who participate in the RFP process or respond to a City RFP do so solely at
the Proposer's cost and expense.
3.18 ADDITIONAL INFORMATION.
The City reserves the right to request additional information following their initial review of
the proposal documents. The City staff may conduct a review and verification of
confidential information with staff and consultants.
3.19 RIGHT TO MODIFY PROCESS.
The City reserves the right to modify the selection process or other aspects of this RFP
process at its sole discretion. The Purchasing Coordinator will take reasonable steps to
insure that any modification or clarification to the RFP shall be distributed in writing to all
persons who are known to the City as Interested Proposers of the RFP and posted on the
City's Web site.
3.20 INFORMAL PROPOSALS.
Proposals which are incomplete or which are conditioned in any way, or which contain
erasures or alterations may be rejected as informal.
3.21 ACCEPT OR REJECT PROPOSALS.
The City reserves the right to accept or reject any or all proposals in response to this RFP
without cause, or to delay or cancel this RFP process without liability to the City if City
determines it is in the public interest to do so.
3.22 NOTIFICATION OF INTENT TO AWARD.
All responsive and evaluated respondents to this RFP will be notified of the Selection
Committee's recommendation and the City's intent to award an agreement not less than
ten (10) days prior to award of agreement. The notice of intent to award an agreement will
be directed to the person who has signed the proposal on behalf of the Proposer.
3.23 AWARD.
If an agreement is awarded as a result of this RFP, it will be awarded to the Proposer who
presents the best overall proposal considering the evaluation criteria described in the
RFP.
3.24 PROTEST OF INTENT TO AWARD.
City of Albany, Albany Police Department
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A Proposer may protest the award of a Contract or the intent to award such a Contract,
whichever occurs first, if the following conditions are satisfied: (1) The Proposer must be
adversely affected because the Proposer would be eligible to be awarded the contract in
the event the protest is successful; (2) The reason for the protest is that all the lower bids
or higher ranked proposals are non-responsive, the City has failed to conduct the
evaluation of Proposals in accordance with the criteria or processes described in the
Solicitation Document, the City has abused its discretion in rejecting the protestor's bid as
non-responsive, or the City's evaluation of the proposals or the subsequent determination
of Award is otherwise in violation of ORS 2796.410. The Proposer must deliver the written
protest to the Purchasing Coordinator within seven days after issuance of Notice of Intent
to Award. A Proposer's written protest shall specify the grounds for protest. The City shall
not consider a Proposer's contract award protest submitted after the above time line.
3.25 CONTRACT AGREEMENT.
An agreement example is included in the RFP documents as Appendix A. If an agreement
is awarded, it will closely approximate this document and will include "supporting
documents." The "supporting documents" will include, but not limited to, the RFP
document, the Proposer's written proposal, any required certificate, and all other
documents incorporated by reference therein. Additional terms and conditions for this
project will be negotiated and added to the sample agreement.
Proposers are encouraged to review the document with their legal counsel, insurance
agent/broker, and contracts administrators and comment on any areas of concern.
A Proposer may not condition its Proposal on execution of any Agreement it submits. Any
such condition may result in rejection of the Proposal.
3.26 NOTICE TO PROCEED
It is the City's practice to allow the successful Proposer ten (10) calendar days to execute
the agreement and return it to the City. Work under the agreement may not begin until the
"Notice to Proceed" has been issued. The City will issue the Notice to Proceed after
execution of the Agreement. The Notice to Proceed will state the date work under the
agreement shall begin.
3.27 EXECUTION OF THE PROPOSAL.
The proposal shall be executed in the name of the Proposer followed by the signature of
the principal party who is authorized to bind the Proposer in contractual matters.
If the proposal is made by a partnership, it shall be executed in the name of the
partnership followed by the signature of an authorized partner.
If the proposal is made by a Limited Liability Company (LLC), it shall be executed in the
name of the LLC followed by the signature of the authorized member(s) or manager(s)
authorized to sign for the LLC and the printed or typewritten designation of the office held
in the LLC.
City of Albany, Albany Police Department
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If the proposal is made by a corporation, it shall be executed in the name of the
corporation followed by the signature of the officer authorized to sign for the corporation
and the printed or typewritten designation of the office they hold in the corporation.
If the proposal is made by a joint venture, it shall be executed by each participant of the
joint venture.
3.28 DISCRIMINATION IN SUBCONTRACTING PROHIBITED.
Proposers may not discriminate in the award of a subcontract because the subcontractor
is a minority, women, or emerging small business enterprise (MWESB) certified under
ORS 200.055.
3.29 PROPER INVESTIGATIONS.
Before submitting a proposal, each Proposer shall make all investigations and
examinations necessary to ascertain all conditions and requirements affecting the full
performance of the agreement and to verify any representations made by the City upon
which the Proposer will rely. If the Proposer receives an award as a result of its proposal
submission, failure to have made such investigations and examinations will in no way
relieve the Proposer from its obligation to comply in every detail with all provisions and
requirements of the agreement documents, nor will a plea of ignorance of such conditions
and requirements be accepted as a basis of any claim whatsoever by the Proposer for
additional compensation.
3.30 COLLUSION AMONG PROPOSERS PROHIBITED.
Each Proposer, by submitting a proposal, certifies that it is not a party to any collusive
action or any action that may be in violation of the Sherman Antitrust Act. Any or all
proposals shall be rejected if there is any reason for believing that collusion exists among
the proposers. The City may or may not, at its discretion, accept future proposals for the
same work from participants in such collusion.
More than one proposal from an individual, firm, partnership, corporation, or association
under the same or different names may be rejected. Reasonable grounds for believing
that a Proposer has interest in more than one proposal for the work being proposed may
result in rejection of all proposals in which the proposal is believed to have interest.
3.31 STATEMENT OF TIME.
A period of time, unless stated as a number of City business days, shall include
Saturdays, Sundays, and holidays. The word "day" as used in this RFP document, and
any resulting contract awarded as a result of this process, shall constitute a calendar day
of 24 hours measured from midnight to the next midnight.
3.32 RIGHT TO AUDIT.
The successful Proposer shall maintain financial records and other records as maybe
prescribed by the City or by applicable federal and state laws, rules, and regulations. The
successful Proposer shall retain these records for a period of five (5) years after final
City of Albany, Albany Police Department
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payment, or until they are audited by the City, whichever event occurs first. These records
shall be made available during the term of the contract and the subsequent five-year
period for examination, transcription, and audit by the City, its designees, or other
authorized bodies.
City of Albany, Albany Police Department
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Woodburn Professional Services Agreement with Redflex
Red Light Photo Enforcement Program
3.33 RECIPROCAL PREFERENCE LAW.
Oregon's reciprocal preference law, ORS 279A.120, requires public contracting agencies,
in determining the lowest responsible Proposer, to add a percent increase to each out-of-
state Proposer's proposal price which is equal to the percent given to local proposers in
the Proposer's home state. That is, if the low Proposer is from a state that grants a 10
percent preference to its own in-state proposers, the Oregon agency must add 10 percent
to that Proposer's price when evaluating the proposal.
For additional details, check Oregon's Reciprocal Preference Law Web site at:
Http:Hegov.Oregon.gov/DAS/PFSS/SPO/reciproca1.shtmI
SECTION 4: GENERAL QUALIFICATIONS, SCOPE OF SERVICES AND
REQUIREMENTS OF SUCCESSFUL PROPOSER
4.1 GENERAL SYSTEM REQUIREMENTS
4.1.1 MINIMUM REQUIREMENTS
Vendor must provide all equipment, software, support and provide
installation of photo capturing equipment including required permits,
either through use of video detection or inductive loops, at no cost to the
City.
2. Vendor must propose and supply a product line that, to the
knowledge of the vendor, is not obsolete or near obsolete, i.e. expected
to be obsolete through the introduction of a new product within the
duration of the contract.
3 Should equipment of technological upgrades become available during
the course of the contract the vendor must offer the City of Albany the
opportunity to upgrade their equipment at no charge to the City.
4. Only equipment or production models that have been satisfactorily
demonstrated to the City of Albany, or that have demonstrated a record
of successful deployment by other law enforcement agencies will be
used.
5. The photo red light equipment supplied must be of new manufacture
and best quality and installed in accordance with approved
recommendations of the manufacturer thereof, and must conform to the
equipment specifications listed in this proposal.
6. The photo red light equipment must meet all applicable Federal
standards and specifications and be of a type approved for licensing
and use in the City of Albany.
7. The photo red light equipment must meet all applicable Oregon
Department of Transportation (ODOT) standards and perform its
City of Albany, Albany Police Department
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functions in accordance with ODOT red light running guidelines.
8. Vendor must obtain a permit, at vendor's expense, from ODOT to
operate photo red light equipment at ODOT controlled intersections
prior to contract execution.
9. The photo red light equipment must be able to integrate with existing
City of Albany infrastructure.
10. The photo red light equipment and controllers must be separate from
City of Albany controllers and can not interfere with the City's ability to
control the traffic signal.
11. The equipment must be capable of executing its functions so that it
performs according to, and fulfills the requirements of the City of
Albany.
12. The photo red light equipment must be capable of deployment at a
wide range of sites and function properly under the following operating
conditions: heavy traffic volumes, adverse weather and temperature
conditions, and road surface configurations.
13. The photo red light equipment must possess the ability to provide
photo enforcement on multiple lanes simultaneously, including multiple
left turn lanes and multiple right turn lanes.
14. Vendor must provide an engineered study of proposed intersections at
no cost to the City in order to assist the City with final site selection for
red light cameras.
PHOTOGRAPHIC REQUIREMENTS
15. The red light cameras must be capable of producing clear images that
contain the following data:
a. Display the rear license plate of the vehicle.
b. Display the drivers face.
c. Scene of location where violation occurred.
d. Position of vehicles before and during the violation.
e. The day, month, and year of the violation.
f. The time (24 hour clock) of the violation in hours, minutes, and
seconds.
g. Speed limit at the location of the violation.
h. Speed of the violator vehicle in miles per hour.
i. Location of the violation.
j. Length of amber cycle to .01 seconds.
k. Length of red cycle when violation occurs to .01 seconds.
I. Video clip of the violation.
City of Albany, Albany Police Department
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DIGITAL IMAGES AND PROCESSING SERVICES
16. Vendor must provide a digital image based system which includes
video recording of violations.
17. Vendor must provide the City and/or the courts with digital images and
video of violations upon request.
18. Vendor will use the license plate number from the digital images to
identify the vehicle's registered owner from the Oregon Department of
Transportation, Driver and Motor Vehicle's Division (DMV) records.
19. Vendor must provide gender and age matching of the driver and
registered owner of violator vehicle.
20. Vendor must prepare citations and notices for all violations where
gender and age match are successful with the registered owner of the
violator vehicle.
21. Vendor must submit all completed citations to the City's designated
police representative for review. Once approval is made by the police
and a police officer's electronic signature is made, vendor must mail
letters and citations to the identified vehicle owners within ten (10)
business days of the violation. Warning letters only will be issued for the
first thirty (30) days of deployment.
22. Vendor must provide the City a means of changing the designated
court in the event of a conflict of interest with the City's court.
23. Vendor must maintain a toll-free telephone number with adequate staff
to handle questions from the public. Minimum hours of operation must
be 8:00 a.m. to 5:00 p.m. Pacific Standard Time, Monday through
Friday.
24. Vendor must provide a secure Web site that violators may access to
view their violation video.
25. Vendor will be required to demonstrate, prior to commencement of the
contract, that it has access to the current motor vehicle database that is
maintained by the Oregon DMV. Access must be maintained for the life
of the contract.
26. Vendor will be required to demonstrate, prior to commencement of the
contract, that it has access to the current motor vehicle database for the
states of Washington, California, and Idaho. Access must be
maintained for the life of the contract.
27. Vendor must work with the City to develop acceptable warning,
explanatory, and other letters or correspondence for the project.
City of Albany, Albany Police Department
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28. Vendor must work with the City and Municipal Court to develop an
acceptable citation form. Vendor will update the form at no cost to the
City if Oregon changes its citation requirements.
29. Vendor must confirm certificate of innocence forms with images to
determine whether owners are honestly responding to the citations.
30. Vendor must work directly with the Police Department's and Municipal
Court's Records Management System (RMS) and to fully automate
violator data from completed citations into the Police Department's and
Municipal Court's existing RMS system which is using DB2 on OS400
and provide the Municipal Court a hardcopy of the citation in a format
acceptable to the Municipal Court.
31. Any custom coding written by Vendor for data automation into the
Police Department's and Municipal Court's RMS must be in one of the
following programming languages- SQL, .NET, C++, or Visual Basic.
32. Vendor will incur any costs and any maintenance fees associated with
changes in the Department's and Municipal Court's RMS system to
allow for full automation of data.
33. Vendor must provide a system for City of Albany Information
Technology (IT) to access and read any custom coding written to
interface violator information into the Police Department's and Municipal
Court's RMS in the event the Vendor goes out of business during the
contract period.
34. Vendor must grant internet access, through secure Web site, to City
Public Works Department for purposes of viewing and or monitoring
intersections equipped with the photo red light systems.
USAGE
35. Vendor must be able to monitor up to eight (8) intersections. Maximum
number of intersections monitored simultaneously may be eight (8) per
Oregon Revised Statutes (ORS).
36. There will be no minimum number or quota of violations to be
generated through the use of the photo red light equipment.
37. The photo red light system and equipment will be dedicated for use by
the City of Albany and will not be made available to other governmental
entities.
DOCUMENTS AND MANUALS
38. Vendor must provide the City with all relevant specifications, manuals,
and materials relating to the capabilities and operation of all the
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equipment and any updates at no additional cost.
WARRANTY AND MAINTENANCE
39. Vendor must warranty and maintain all equipment, at vendor's
expense, provided to the City of Albany throughout the duration of the
contract.
RECORDS
40. Vendor must maintain and provide supporting records of violations to
the City and Municipal Court.
41. Vendor must monitor and track citations through City of Albany
Municipal Court system.
42. Vendor must maintain a proper chain of custody that meets the needs
of the City and the Court.
43. Vendor must destroy all digital images, videos, and other evidence
within sixty (60) days when a citation is not issued.
44. Vendor must provide an audit trail of all voided and destroyed digital
images, videos, and other evidence.
STATISTICAL ANALYSIS AND REPORTS
45. The photo red light system must incorporate a statistical computer
capable of computing and analyzing time, date, speed, number of
vehicles, weather, and other data required for automated citation
generation and traffic analysis. Data must include:
a. Hours of use per camera by operational site.
b. Violations recorded by each site.
c. Completed citations by each site.
46. Vendor must provide the City of Albany with a monthly report within ten
(10) days following the end of the month.
47. The monthly report shall at a minimum indicate the following:
a. The total number of citations issued.
b. The total number of citations issued per intersection monitored.
c. The total number of violations detected.
d. The total number of violations detected per intersection monitored.
e. The total number of violations detected where a citation was not
issued and reasons for rejection.
f. The total number and percentage of violations, delineated by speed
and location.
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g. The total number and percentage of violations that result in
disposition other than fine paid or bail forfeited, delineated by type of
disposition.
h. The total number and percentage of violations prosecuted and results
of the prosecution.
i. Hours of use per location monitored.
j. The total number of images, video, and other evidence destroyed after
60 days.
ARCHIVING AND STORAGE
48. Vendor will be responsible for storage and archiving digital images and
video in accordance to the State Agency General Retention Schedule in
Chapter 166 of the Oregon Administrative Rules (OAR).
49. Retrieval of archived information must be available within eight
working hours of a request for retrieval.
BILLING
50. Vendor must coordinate with the City Administrative Services
Department and Municipal Court to set up a billing and accounting
procedure acceptable to City.
51. Should the vendor propose a citation -based fee, the City will only be
billed for those citations that result in money being collected by the
Municipal Court.
SYSTEM MAINTENANCE
52. Vendor must provide maintenance on the photo red light equipment at
vendor's expense.
53. In order to achieve reasonable reliability and availability, the vendor
must provide a preventative maintenance program. Maintenance should
occur at scheduled intervals and in off -hours so as not to interfere with
usage of the photo red light equipment. Maintenance should include the
running of diagnostics to ensure the early identification of any
component failure.
54. Vendor must provide a mechanism and procedure for backing up all
data files.
55. Vendor must provide security precautions against unauthorized use
and accidental destruction or modification of data as a result of human
intervention or other disasters such as power failures.
TRAINING REQUIREMENTS
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56. Vendor must provide training to photo red light operators and other
relevant staff including, but not limited to, Police Officers, City and Court
staff, and judges. The vendor must provide technical instruction on
equipment use and operation. Such training must be an appropriate
blend of classroom instruction and "hands on" practical training with the
equipment to be used during the life of the contract. Course content
must include the theory of the device, the technical knowledge required
for court purposes, and photography principles.
57. Vendor must supply all technical training materials and handouts in
sufficient quantities to cover the training of all identified staff/persons.
58. Vendor must provide the City with the license to duplicate training
materials if necessary.
59. Vendor must provide update and refresher training at the request of the
City.
60. Vendor must provide the training in the City of Albany.
COURT CHALLENGES
61. Vendor must provide on demand a technically qualified witness to
provide expert testimony in Court with respect to photo red light
technology including how it is set-up and operated in the city of Albany.
All expenses including travel shall be the responsibility of the vendor.
COMMUNICATIONS AND PUBLIC RELATIONS STRATEGY
62. Vendor must be available to act as a resource during certain events
planned as part of the photo red light communications and public
relations strategy. This includes, but is not limited to, equipment
demonstrations as part of community presentations.
63. Vendor must provide the City of Albany with public information
materials. These materials should include, but are not limited to,
brochures describing the photo red light program, how red light cameras
operate, and the benefits provided by the use of photo red light
cameras.
PUBLIC HEARING PRIOR TO CONTRACT
64. Vendor must provide a presentation of their product to the Albany
City Council as part of a public hearing prior to the award of any
contract agreement.
INDEPENDENT YEARLY AUDIT
65. Vendor must provide to the Albany City Council an annual report,
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prepared by an independent auditor at the Vendor's expense,
representing the vendor's compliance with the contract and analysis of
the accuracy of billing statements regarding the City of Albany's red light
photo enforcement program.
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SECTION 5: SELECTION PROCESS AND EVALUATION
5.1 SELECTION COMMITTEE.
A Selection Committee will review and evaluate proposals based on the criteria outlined in
Section 5.3. Members of the City's Legal and Administrative Services departments may
provide technical assistance to the committee as needed. The City may also seek expert
advice to help review proposals. Such advisors to the Selection Committee may attend
evaluation meetings, Proposer presentations, and lend any such expertise to the process
as requested by the Selection Committee. However, any such person that is contacted by
the City for their expert advice shall not, from first being contacted until the RFP process
is completed, or otherwise brought to an end, have communications with any Proposers
regarding their proposals or the process and shall have no role in the evaluation and
selection of the successful Proposer other than an advisory role to the Selection
Committee.
The Selection Committee will report to the City's Police Chief the best proposal in
accordance with the evaluation criteria described below. The City's Police Chief will
review the Committee's report and recommend to the City Manager the best proposal for
award, pending Council Approval.
5.2 SUBMITTAL REQUIREMENTS (PHASE 1).
The proposal shall include, as a minimum, the following items:
A. Proposal Format. Proposals must be comprised of the following information.
Proposals must adhere to the following format or shall be found non-responsive.
B. Components of Proposal:
Letter of Interest: The letter shall stipulate that the Proposer accepts all terms
and conditions of the RFP. The letter shall name the person(s) authorized to
represent the Proposer in any negotiations and the name of the person(s)
authorized to sign any contract that may result. A legal representative of the
Proposer, authorized to bind the firm in contractual matters, must sign the
Letter of Interest.
2. Project Team Capabilities: The proposal shall indicate how well the team's
qualifications and experience relate to this specific project. A project
manager for the Proposer must be specified as well as all subcontractors, if
any, to be utilized by the Proposer. A contact person shall be identified for
each subcontractor. This section shall also include:
a. Approximate number of people to be assigned to the project.
b. Extent of principal involvement.
C. Names of key members who will be performing the work on this
project and their responsibilities.
d. Team qualifications and experience on similar or related projects.
e. Resources available to perform the work for the duration of the project,
including repairs.
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f. Proposer's internal procedures and/or policies to assure work quality,
accuracy, and timely customer service.
3. Project Understanding and Approach: This relates to the understanding of the
project and the approach needed to successfully implement this project. This
section should provide a clear and concise understanding of the project
based upon existing information provided in No. 4, Project Description,
below.
4. Project Description. For each item, the proposal must:
a. Describe the tasks, activities and the approach used to accomplish
the item and the key members assigned to each task.
b. Describe the products that would result from each task or activity.
c. Estimate the time needed for each phase of work.
In addition to the above, the proposal shall address the following:
a. Provide all information necessary to show how Proposer meets the
minimum requirements for equipment and services.
b. Identify the hours of labor the City of Albany personnel, on an individual
or collective basis, will be expected to devote to the operation of the
system and perform its designated functions.
C. Provide descriptive information on the major photo red light system
components, equipment, facilities, and services, and how they will
function together to meet the minimum requirements of the RFP, Section
4.
d. Explain the procedure for determining and repairing equipment
malfunctions.
e. Provide information on the percentage and types of errors
experienced by the Proposer resulting from its image and citation
processing services.
f. Provide details on how the Proposer will destroy images and video or
other images when citations are dismissed or not issued.
g. Describe your ability and strength in providing image and citation
processing services from the time the images are captured until the
citation is in the mail.
h. Suggest alternatives the City of Albany might use to evaluate the
program in assessing its success in improving traffic safety, and the
programs' cost effectiveness.
i. Provide an outline of a proposed public education program including
medium to be used, products developed, and the frequency and timing
of the program.
j. Provide a maintenance plan that includes addressing traffic control
during in -traffic repairs.
5. Proposed Costs and Committed Time:
Pricing should be proposed on both a per month fee basis and per citation
fine received basis, and should cover processing, administration, field
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technical work and lease of equipment. Cost proposals must demonstrate that
the City will not be billed for any costs other than stated above.
Proposal shall include what services will be provided by the Proposer for field
technical and processing storage archiving and retrieval of images and
citation information.
Explain how increasing the number of intersections covered will be
compensated.
6. Supportive Information: Supporting materials must include at least three (3)
references, and may include other pertinent information. The Proposer must
document successful deployments, the references must include the contact
person's name, agency, address, phone number, their role in the project, and
when the work was completed. Financial stability of the Proposer will be
evaluated in this category.
The Proposer will state whether any of the following events have occurred in
the last five (5) years with respect to said Proposer (as its current entity or as
a predecessor entity). If any answer is yes, explain fully the following:
• Whether Proposer was the subject of any order, judgment or decree.
• Whether Proposer's business was the subject of any civil or criminal
proceeding in which there was a final adjudication adverse to the
Proposer.
• Whether a petition under bankruptcy, insolvency, or receivership was
filed by or against the Proposer within the last five (5) years.
• Whether the Proposer has:
o Supported a program where services were terminated.
o Supported a program where services were temporarily
discontinued that directly arose from activities conducted by the
Proposer.
o Supported a program that required substantial fine refunds
which directly arose from program related activities.
Failure by the Vendor to provide required disclosure, submit officially signed
documents, or respond to any and all information requested/required by the
City may be considered non-responsive.
5.3 EVALUATION CRITERIA.
Up to three (3) proposals from Phase I of the scoring and evaluation process may
proceed to Phase II. In Phase II, Proposers may be asked to provide an equipment
demonstration and interview with the Selection Committee, followed by question and
answer period. Proposers may not submit or amend any portion of their original response
to the RFP, but may clarify information submitted. If equipment demonstrations and
interviews are conducted, these will be conducted at a place and time to be determined
by the City. However, the City reserves the right to evaluate the proposals in Phase II
based solely on the written proposals. Arrangements for the interviews and
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demonstrations will be made at least six (6) calendar days prior to the interview date.
The invited Proposers must bring their project team members and all necessary photo red
light equipment to the interview for demonstration, and be able to respond to questions
relating to its proposal. The interview and demonstrations will be evaluated to ensure
conformance to the RFP requirements and responses. The Proposer evidencing the
highest conformance and responsiveness will be awarded the contract, pending City
Council authorization.
During the evaluation process, the City of Albany has the right to require any clarification
or change it needs to understand the Proposer's approach to the project and view of the
scope of the work. Any changes to the proposal will be made before executing the
contract and will become part of the final agreement.
The City of Albany will award a contract, pending City Council approval, to the Proposer
whose proposal would be most advantageous to the City. In making this decision,
emphasis will be placed upon reliability, compatibility (with existing facilities, staff, and
procedures), and overall cost effectiveness.
Each proposal shall be limited in length and judged as a demonstration of the Proposer's
capabilities and understanding of the project. Evaluation criteria and maximum points will
be as follows:
Phase I Criteria
1. Letter of Interest
2. Project Team Capabilities
3. Project Understanding and Approach
4. Project Description
5. Proposed Costs and Committed Time
6. Supportive Information Totals
Total
Phase II Criteria
Equipment Demonstration
Interviews
Total
Maximum Score
N/A
20
40
50
35
5
150 Points
Maximum Score
40
60
100 Points
Upon completing the Phase II evaluation, points from Phase I and Phase II will be
combined to achieve an overall proposal score for the top proposers. The Selection
Committee will report to the City's Police Chief the names of the proposers
submitting the best proposals.
City of Albany, Albany Police Department
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ATTACHMENT A
ALBANY PROFESSIONAL SERVICES AGREEMENT
STANDARD TERMS AND CONDITIONS
FOR AN AGREEMENT TO FURNISH RED LIGHT PHOTO ENFORCEMENT SERVICES
TO THE CITY OF ALBANY, OREGON
ARTICLE I: SCOPE
For consideration set forth in Article V, the firm of I hereinafter
referred to as VENDOR, agrees to provide red light photo enforcement services to the
City of Albany, Oregon, a municipal corporation, hereinafter referred to as CITY, for the
services described in the agreement that incorporates these Standard Terms and
Conditions and as shown in ATTACHMENT A. Unless modified in writing as set forth in
Article II by the parties hereto, the duties of VENDOR and CITY shall not be construed to
exceed those services and duties specifically set forth in the agreement.
A. Aqreement Term. This Agreement shall commence on the contract execution, and
continue until June 30, 2009 (end of the City fiscal year), and upon renewal (see renewal
clause) shall continue for each additional consecutive fiscal year until canceled or
expiration of the Agreement term.
B. Renewal. If the City determines that it is in the City's best interest, the City may elect
to extend the contract for seven (7) additional one (1) year periods at the end of each
fiscal year, July 1 through June 30, subject to the following conditions:
a. The Agreement will not be extended if the VENDOR'S services have been
determined by the Contract Administrator, in the Administrator's sole discretion,
to be unsatisfactory in any respect.
b. If the Agreement is extended, the annual financial reimbursement to the City
will remain firm for the additional period; adjusted only for any escalation/de-
escalation allowed under the terms of the agreement.
c. The VENDOR must agree, in writing, to extend the Agreement after a minimum
thirty (30) calendar days notice by the City prior to the expiration of the
Agreement.
C. Escalation/De-Escalation Agreement.
a. Prices shall remain firm throughout the initial agreement term except in the
case of price decreases. Price decreases will be allowed the first of the month
following receipt of communication, or the effective date, whichever is later.
b. Price increases will be considered at the time of contract renewal. VENDOR
must submit a written request with documentation justifying any price increase
at least 45 calendar days prior to contract renewal to the Contract
Administrator. Acceptable documentation shall include, but not limited to,
provider's or manufacturer's published price list, discount schedule, or other
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basis of change in manufacturer pricing structure, invoices, journal or market
reports, consumer price index, or other information deemed acceptable by the
City. Proposed price increases shall not exceed the consumer price index for
this Region — Portland, as of December of the prior year. VENDOR will provide
all documentation for verification purposes.
c. The City shall have the option of accepting the price increase or allowing the
contract to expire (non -renewal) and the project rebid. The City reserves the
right to audit the records of the VENDOR when requesting price increases to
the extent that such records relate to cost or pricing data.
ARTICLE II: MODIFICATIONS
CITY or VENDOR shall not make modifications in the attached agreement or these
Standard Terms and Conditions except in writing as an amendment to the agreement.
Said modifications shall be agreed to by both parties, with scope of work, schedule, and
compensation to be negotiated at the time the modification is proposed by either party.
Modifications which do not meet these requirements shall not be binding, and no further
compensation will be allowed for any work performed.
ARTICLE III: RESPONSIBILITIES OF THE VENDOR
A. Notice to Proceed. VENDOR will not begin work on any of the duties and services
listed in Article I until CITY directs in writing to proceed. Authorization to proceed on
additional services not defined in Article I shall be in the form of an amendment as
defined in Article II.
B. Level of Competence. VENDOR is employed to render professional services and
shall be responsible, to the level of competence presently maintained by other practicing
professional consulting firms in good standing and engaged in the same type of
professional personal services, for the professional and technical adequacy and accuracy
of specifications, documents, applications, and other work products furnished under this
agreement.
C. Cost Estimates. Cost estimates to be prepared under this agreement are to be based
upon presently available data. In preparation of these cost estimates, VENDOR will apply
its experience and judgment.
D. Document Preparation. CITY will prepare and furnish all contract documents
necessary for completion of the duties listed in Article I.
E. Access to Records. VENDOR agrees to preserve and maintain for at least three (3)
years after final payment under this contract, any directly pertinent books, documents,
papers, and records generated by or provided to VENDOR in the course of the
performance of their duties under the terms of this contract. VENDOR further agrees that
CITY, or any of its duly authorized representatives, shall, during said period, have access
to and the right to audit, examine, and reproduce such records and further agrees to
include the above provision in all subcontracts.
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F. Ownership of Documents. Upon completion of this agreement, all design, contract,
and proposal documents, all digital files including computer disks, and all software
developed during the course of this project shall become the property of CITY. CITY will
exercise discretion in any re -use of said documents and agrees to hold harmless
VENDOR for any application of documents for any purpose other than the originally
intended use.
G. Intellectual Property Rights. If the successful Proposer creates work pursuant to
these documents that results in a copyright, patent, or any other protected intellectual
property right, the City shall obtain a royalty -free, nonexclusive, and irrevocable right and
license to reproduce, publish, or otherwise use, and to authorize others to use the work,
or any part thereof, developed.
H. State or Federal Requirements. VENDOR covenants and agrees to comply with all of
the obligations and conditions applicable to public contracts pursuant to ORS 279
Chapters A and B, as though each obligation or condition were set forth fully herein.
VENDOR, its subconsultants, if any, and all employers working under this agreement are
subject employers under the Oregon Workers' Compensation Law and shall comply with
ORS 656.017, which requires them to provide workers' compensation coverage for all
their subject workers.
ARTICLE IV: RESPONSIBILITIES OF THE CITY
A. Authorization to Proceed. CITY shall authorize VENDOR in writing to proceed prior to
VENDOR starting work on any of the services listed in Article I.
B. Access to Records, Facilities and Property. CITY shall comply with reasonable
requests from VENDOR for inspection or access to CITY'S records, facilities, and
properties.
C. Timely Review. CITY shall examine all studies, reports, sketches, drawings,
specifications, proposals, and other documents presented by VENDOR, obtain advice of
an attorney, insurance counselor, accountant, auditor, and other consultants as CITY
deems appropriate for such examination and render in writing decisions pertaining thereto
in a timely manner so as not to unreasonably delay the services of VENDOR.
ARTICLE V: COMPENSATION
CITY agrees to pay for the services in Article I in accordance with the compensation
provisions in this agreement.
Payment will be made within 30 days after the receipt of billing for each service rendered
during the month. If payment is not made within 30 days, interest on the unpaid balance
will accrue beginning on the 31st day at the rate of one percent (11%) per month or the
maximum interest rate permitted by law, whichever is less. Such interest is due and
payable when the overdue payment is made, unless delay in payment is due to a
contested billing. CITY has the right to appeal or ask for clarification on any VENDOR
billing within 30 days of receipt of billing. Until said appeal is resolved or clarification is
accepted, no interest will accrue on that portion of the billing. In the event of a contested
City of Albany, Albany Police Department
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billing, only that portion so contested shall be withheld, and the undisputed portion shall
be paid in accordance with this Article V.
ARTICLE VI: INDEMNIFICATION
VENDOR agrees to indemnify, defend, and hold harmless CITY, its agents, officers and
employees, from and against any and all liability, claims, suits, loss, damages, costs, and
expenses arising out of or resulting from the negligent or intentional acts, errors, or
omissions of VENDOR, its officers, employees, or agents.
ARTICLE VII: INSURANCE
During the life of this agreement, VENDOR shall maintain the following minimum
insurance.-
A.
nsurance:A. Comprehensive general liability insurance, including personal injury liability, blanket
contractual liability, and broad form property damage liability. The combined single limit
for bodily injury and property damage shall be not less than $1,000,000.
B. Automobile bodily injury and property damage liability insurance covering owned, non -
owned, rented, and hired vehicles.
C. Statutory workers' compensation and employer's liability insurance as required by
state law.
D. Professional liability insurance in the amount of $1,000,000
ARTICLE VIII: ASSIGNMENT
This agreement is to be binding upon the heirs, successors, and assigns of the parties
hereto and is not to be assigned by either party without first obtaining the written consent
of the other. No assignment of this agreement shall be effective until the assignee
assumes in writing the obligations of the assigning party and delivers such written
assumption to the other original party to this agreement.
Use of subconsultants by VENDOR or subsidiary or affiliate firms of VENDOR for
technical or professional services shall not be considered an assignment of a portion of
this agreement, and VENDOR shall remain fully responsible for the work performed,
whether such performance is by VENDOR or subcontractors. No subcontractors shall be
used without the written approval of City.
Nothing herein shall be construed to give any rights or benefits hereunder to anyone other
than CITY and VENDOR.
ARTICLE IX: INTEGRATION
These terms and conditions and the agreement to which they are attached represent the
entire understanding of CITY and VENDOR as to those matters contained herein. No
prior oral or written understanding shall be of any force or effect with respect to those
matters covered herein. The agreement may not be modified or altered except in writing
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as specified in Article II.
ARTICLE X: SUSPENSION OF WORK
CITY may suspend, in writing, and without cause, all or a portion of the work under this
agreement. VENDOR may request that the work be suspended by notifying CITY, in
writing, of circumstances that are interfering with the progress of work. VENDOR may
suspend work on the project in the event CITY does not pay invoices when due. The time
for completion of the work shall be extended by the number of days work is suspended.
In the event that the period of suspension exceeds 90 days, the terms of the agreement
are subject to renegotiation and both parties are granted the option to terminate work on
the suspended portion of the project, in accordance with Article XI.
ARTICLE XI: TERMINATION OF WORK
CITY may terminate all or a portion of the work covered by the agreement for its
convenience. Either party may terminate work if the other party fails to substantially
perform in accordance with the provisions of the agreement. Termination of the
agreement is accomplished by 15 days' prior written notice from the party initiating
termination to the other. Notice of termination shall be delivered by certified mail with
receipt for delivery returned to the sender.
In the event of termination, VENDOR shall perform such additional work as is necessary
for the orderly filing of documents and closing of the project. The time spent on such
additional work shall not exceed 10 percent of the time expended on the terminated
portion of the project prior to the effective date of termination. VENDOR shall be
compensated for work actually performed prior to the effective date of termination plus the
work required for filing and closing as described in this Article. If no notice of termination
is given, relationships and obligations created by this agreement shall be terminated upon
completion of all applicable requirements of this agreement.
ARTICLE XII: FORCE MAJEURE
Neither CITY nor VENDOR shall hold the other responsible for damages or delay in
performance caused by acts of God, strikes, lockouts, accidents, or other events beyond
the control of the other or the other's employees and agents.
ARTICLE XIII: DISPUTE COSTS
In the event either party brings action to enforce the terms of this agreement or to seek
damages for its breach, or arising out of any dispute concerning the terms and conditions
hereby created, the prevailing party shall be entitled to an award of its reasonable
attorney fees, costs, and expenses, incurred therein, including such costs and fees as
may be required on appeal.
ARTICLE XIV: COOPERATIVE PURCHASING
Pursuant to ORS 279A.205 thru 279A.215, other public agencies and members of the
Oregon Cooperative Purchasing Program (ORCPP) may use the purchase agreement
resulting from this RFP unless Proposer expressly notes in the proposal that the prices
City of Albany, Albany Police Department
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quoted are available to the City only. The condition of such use by other agencies is that
any such agency must make and pursue contact, purchase order, delivery arrangements,
and all contractual remedies directly with the successful Proposer-, the City accepts no
responsibility for performance by either the successful Proposer or such other agency
using this agreement. With such condition, the City consents to such use by any other
public agency.
ARTICLE XV: COURT OF JURISDICTION
The laws of the State of Oregon shall govern the validity of this agreement, its
interpretation and performance, and other claims related to it. Venue for litigation shall be
in Linn County, Oregon.
VENDOR:
Date
By
Vendor
By
Title:
Mailing
Address:
Telephon
e:
Fax
Corporation Tax No. (if incorporated)
Social Security No. (if individual)
CITY OF ALBANY, OREGON:
Date
0
Ed Boyd, Police Chief
City of Albany, Albany Police Department
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ATTACHMENT B: DECLARATION OF INDEPENDENT CONTRACTOR STATUS
Corporation
DECLARATION OF INDEPENDENT CONTRACTOR STATUS
The undersigned, doing business as ,
employs no person other than corporate officers for the performance of any work,
including clerical and administrative tasks. All work to be done for the City of Albany,
Oregon will be performed by the corporate officers of the corporation, or by
subcontractors who will be required to obtain Workers' Compensation coverage as
insured or self-insured employers unless such subcontractors file with the City of Albany a
joint declaration, signed by an officer of the corporation as well, affirming their
independent contractor status and the fact that they employ no employees subject to the
provisions of ORS Chapter 656.
is an independent contractor of the City of
Albany, and the corporate officers thereof recognize that we are not entitled to and waive
all claims under any Workers' Compensation coverage afforded by the City to its
employees as an insured or self-insured employer.
In
(Name of Corporation)
(Please Print or Type)
SIGNATURE:
TITLE:
DATE:
City of Albany, Albany Police Department
(RFP No. 20056-13) Page 51 of 58
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Partnership
DECLARATION OF INDEPENDENT CONTRACTOR STATUS
The undersigned,
do hereby declare and agree as follows -
1. We are partners doing business as
and are the only persons interested as partners or principals in that business. We employ
no persons for the performance of any work, including clerical and administrative tasks.
2. All work to be done under contract with the City of Albany, Oregon will be
performed by us or by subcontractors who will be required to obtain Workers'
Compensation coverage as insured or self-insured employers unless such subcontractors
file with the City of Albany a joint declaration, signed by us as well, affirming their
independent contractor status and the fact that they employ no employees subject to the
provisions of ORS Chapter 656.
3. We are independent contractors of the City of Albany, and recognize that we are
not entitled to and waive all claims under any Worker's Compensation coverage afforded
by the City to its employees as an insured or self-insured employer.
All partners must sign:
(Partner 1)
(Partner 3)
(Partner 5)
City of Albany, Albany Police Department
(RFP No. 20056-13)
(Partner 2)
(Partner 4)
(Partner 6)
Page 52 of 58
Sole Proprietorship
DECLARATION OF INDEPENDENT CONTRACTOR STATUS
The undersigned, , doing
business as
do hereby declare and agree as
follows:
1. 1 am a sole proprietor doing business as
A
and am the only person interested as a partner or principal in that business. I employ no
person for the performance of any work, including clerical and administrative tasks.
2. All work to be done under contract with the City of Albany, Oregon will be performed
by me or by subcontractors who will be required to obtain Workers' Compensation coverage
as insured or self-insured employers unless such subcontractors file with the City of Albany
joint declaration, signed by me as well, affirming their independent contractor status and the
fact that they employ no employees subject to the provisions of ORS Chapter 656.
3. 1 am an independent contractor of the City of Albany, and recognize that I am not
entitled to and waive all claims under any Workers' Compensation coverage afforded by the
City to its employees as an insured or self-insured employer.
(Signature, Sole Proprietor)
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ATTACHMENT C: NOTICE OF INTENT TO PROPOSE
Date:
City of Albany
Administrative Services Dept.
Attn: Diane Wood
333 Broadalbin Street SW
Albany, OR 97321-0144
CITY OF ALBANY RFP #20056-13 — RED LIGHT PHOTO ENFORCEMENT
This letter serves to notify the City of Albany that [Proposer's company name] intends to
submit a Proposal in response to the above identified Request for Proposals and should be
considered by the City of Albany as an Interested Proposer.
Sincerely,
[Signer's name]
[Proposer's company name]
[Proposer's mailing address]
[Proposer's fax number]
[Signer's e-mail]
[Signer's phone number]
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EXHIBIT "F"
STANDARD CITY CONTRACT PROVISIONS FOR
PROFESSIONAL/PERSONAL SERVICES
The following provisions, if applicable, are hereby included in and made a part of the
attached contract for professional/personal services between the City of Roseburg and the
Contractor named therein as provided for in the Roseburg Municipal Code, the Oregon
Revised Statutes and Federal laws, rules, regulations and guidelines:
1. DISCRIMINATION IN SUBCONTRACTING PROHIBITED; REMEDIES - ORS
279A.110:
1.1 The Contractor may not discriminate against a Subcontractor in the awarding of
a subcontract because the Subcontractor is a minority, women or emerging small
business enterprise certified under ORS 200.055.
1.2 By entering into the contract, the Contractor certifies it has not discriminated
and will not discriminate, in violation of Subsection 1.1 against any minority, women or
emerging small business enterprise in obtaining any required subcontract.
1.3 If the Contractor violates the nondiscrimination certification made under
Subsection 1.2, the City may regard the violation as a breach of contract that permits
the City to terminate the contract or exercise any remedies for breach permitted under
the contract.
2. NONRESIDENT CONTRACTOR REPORT TO DEPARTMENT OF REVENUE - ORS
279A.120:
2.1 As used in this Section, "nonresident contractor" means a contractor that:
(a) Has not paid unemployment taxes or income taxes in the State of
Oregon during the 12 calendar months immediately preceding
submission of the bid or proposal for the contract;
(b) Does not have a business address in this state; and
(c) Stated in the bid or proposal for the contract that it was not a "resident
bidder" under ORS 279A.120.
2.2 If the Contractor is a nonresident contractor and the public contract price
exceeds $10,000, the Contractor shall promptly report to the Department of Revenue,
on forms to be provided by the Department, the total contract price, terms of payment,
length of contract and such other information as the Department may require before
the Contractor may receive final payment on the contract. The City shall satisfy itself
that the requirement of this Section has been complied with before it issues a final
payment on the public contract.
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3. PREFERENCE FOR RECYCLED MATERIALS - ORS 279A.125:
3.1 Notwithstanding provisions of law requiring the City to award a contract to the
lowest responsible bidder or best proposer or provider of a quotation and subject to
Section 3.2, when procuring goods for any public use, the City shall give preference to
the procurement of goods manufactured from recycled materials.
3.2 The City shall give preference to goods that are considered to be made from
recycled materials if:
(a) The recycled product is available;
(b) The recycled product meets applicable standards;
(c) The recycled product can be substituted for a comparable nonrecycled
product; and
(d) The recycled product's cost does not exceed the cost of a comparable
nonrecycled product by more than five percent, or a higher percentage if
a written determination is made by the City.
4. PAYMENT OF LABORERS AND MATERIALMEN, CONTRIBUTIONS TO
INDUSTRIAL ACCIDENT FUND, LIENS AND WITHHOLDING TAXES - ORS
27913.220(1): The Contractor shall:
4.1 Make payment promptly, as due, to all persons supplying to such Contractor,
labor or material for the performance of the work provided for in the contract.
4.2 Pay all contributions or amounts due the Industrial Accident Fund from such
Contractor or Subcontractor incurred in the performance of the contract.
4.3 Not permit any lien or claim to be filed or prosecuted against the City or any
subdivision, agency or employee thereof on account of any labor or material furnished.
4.4 Pay to the Department of Revenue, all sums withheld from employees pursuant
to ORS 316.167.
5. SALVAGING, RECYCLING, COMPOSTING OR MULCHING YARD WASTE
MATERIAL - ORS 279B.225: If the contract will include lawn and landscape
maintenance the Contractor shall salvage, recycle, compost or mulch yard waste
material at an approved site, if feasible and cost-effective.
6. PAYMENT FOR MEDICAL CARE AND ATTENTION TO EMPLOYEES - ORS
279B.230:
6.1 Contractor shall promptly as due, make payment to any person, co -partnership
association or corporation furnishing medical, surgical and hospital care or other
needed care and attention, incident to sickness or injury, to the employees of such
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Contractor of all sums which the Contractor agrees to pay for such services and all
monies and sums which the Contractor collected or deducted from the wages of
employees pursuant to any law, contract or agreement for the purpose of providing or
paying for such services.
6.2 The Contractor, its subcontractors, if any, and all employers providing work,
labor or materials under the contract who are subject employers under the Oregon
Workers' Compensation Law shall comply with ORS 656.017, which requires them to
provide workers' compensation coverage that satisfies Oregon law for all their subject
workers. Out-of-state employers must provide workers' compensation coverage that
complies with ORS 656.126 for their workers. Employers' Liability Insurance with
coverage limits of not less than $500,000 each accident shall be included.
7. HOURS OF LABOR - ORS 279B.235: This Section does not apply to public contracts
for goods or personal property.
7.1 No person shall be employed for more than ten hours in any one day or forty
hours in any one week, except in cases of necessity, emergency or when the public
policy absolutely requires it, and in such cases, except for contracts for personal
services, the employee shall be paid at least time and a half pay for:
(a) All overtime in excess of eight hours a day or forty hours in any one
week, when the work week consists of five consecutive days, Monday through
Friday; or
(b) All overtime in excess of ten hours a day or forty hours in any one week,
when the work week is four consecutive days, Monday through Friday; and
(c) For all work performed on Saturday and on any legal holiday specified in
ORS 2796.020, or all holidays specified in a collective bargaining agreement.
7.2 For personal services contracts, employees shall be paid at least time and a
half pay for all overtime worked in excess of 40 hours in any one week, except for
individuals under personal service contracts who are excluded under ORS 653.010 to
653.261 or under 29 U.S.C. 201 to 209 from receiving overtime.
7.3 The Contractor must give notice to employees who perform work on this
Contract, in writing, either at the time of hire or before commencement of work on this
Contract, or by posting a notice in a location frequented by employees, the number of
hours per day and days per week that the employees may be required to work.
8. EXCLUSION OF RECYCLED OILS PROHIBITED - ORS 2798.240. Lubricating oil
and industrial oil may include recycled oils or oils that are not manufactured from virgin
materials.
9. COMPLIANCE WITH LAWS: Contractor shall comply with all federal, state and local
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laws, rules, ordinances and regulations at all times and in performance of this contract.
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