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Backup Documents 02/10/2009 Item #16B 5 168 5 MEMORANDUM TO: Ray Carter Risk Management Department FROM: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department DATE: February 10, 2009 RE: Review of Insurance for Contract: #08-5132 "Red Light Running Camera Enforcement System" Contractor: American Traffic Solutions (ATS) This Contract was approved by the BCC on February 10, 2009; Agenda Item 16.B.5 Please review the Insurance Certificates for the above referenced contract. If you have any questions, please contact me at extension 8941. Thank you. C: Bob Tipton, Traffic Ops. DATE RECEIVED FEB 1 0 2009 RISK MANAGEMENT 4rm.-P t/r, /0 ? /) (1 I K~ ...,~ dod/RC 168 5 MEMORANDUM Date: February 23,2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #08-5132: Red Light Running Camera Enforcement System Contractor: American Traffic Solutions (A TS) Enclosed is one original contract, referenced above (Agenda Item #1685), approved by the Board of County Commissioners on Tuesday, February 10, 2009. The second contract will be kept in the Minutes and Records Department as part of the Board's permanent records. If you should have any questions, please contact me at 252-7240. Thank you. Enclosure (I) 168 5 A G R E E MEN T 08-5132 for Red Light Running Camera Enforcement System THIS AGREEMENT, made and entered into on this /cf^day of t"-0rCl<:\.,r~ . 2009, by and between American Traffic Solutions (ATS), authorized to do business n the State of Arizona, whose business address is 7681 East Gray Road, Scottsdale, Arizona 85260, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WIT N E SSE T H: I, COMMENCEMENT. The Conh'actor shall commence the work after receipt of a Notice to Proceed. The contract shall be for a thirty six (36) month period, commencing on the date of the issuance of a Notice to Proceed, The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one (1) year periods, The County shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. In no event, including renewal options, shall the contract exceed five (5) years. 2, STATEMENT OF WORK. The Contractor shall provide a Red-light Camera Enforcement System in accordance with the terms and conditions of RFP #08-5132 and the Scope of Work referred to herein as Exhibit A and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Contractor and the County project manager or his designee, in compliance with the County Purchasing Policy and Adminish'ative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Conh'actor for this turnkey red light camera rmming program based on a tiered fee per paid citation as outlined in Exhibit B. Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Page I of22 168 5 4. SALES TAX. Contractor shalI pay alI sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Contractor shalI be deemed duly served if mailed or faxed to the Conh'actor at the folIowing Address: American Traffic Solutions 7681 East Gray Road Scottsdale, Arizona 85260 Telephone: 480/442-7000 Fax: 480/607-0901 Attention: Greg Parks, Vice President AlI Notices from the Conh'actor to the County shalI be deemed duly served if mailed or faxed to the County to: Collier County GoverlUTlent Center Purchasing Department - Purchasing Building 3301 Tamiami Trail, East Naples, Florida 34112 Attention: Steve CamelI, Purchasing/GS Director Telephone: 239-252-8371 Facsimile: 239-252-6584 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing, 6, NO PARTNERSHIP, Nothing herein contained shall create or be consh'ued as creating a partnership between the County and the Conh'actor or to constitute the Conh"actor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., alI permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessaq for the prosecution of the Work shall be procured and paid for by the Conh'actor. The Conh'actor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. GoverlUTlent now in force or hereafter adopted. The Conh'actor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 8, NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive Page 2 of21 168 5 purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any goverrunental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the contract of the Contractor. Should the Conh-actor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement immediately for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Conh-actor agrees that there shall be no disClimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. TI1.is shall include Premises and Operations; Independent Conh-actors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, Combined Single Lilnit for Bodily Injury Liability and Property Damage Liability. TI1.is shall include: Owned Vehicles, Hired and Non-Owned Vel1.icles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. Special Requirements: Collier County shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy_ Current, valid insurance policies meeting the requirement herein identified shall be maintained by Conh'actor during the duration of this Agreement. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Page 3 of 22 168 5 There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Conh'actor shall insure that all subconh'actors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide County with certificates of insurance meeting the required insurance provisions. 12. INDEMNIFICATION, To the maximum extent permitted by Florida law, the Contractor/Vendor/Consultant shall inderrmify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor/Vendor/Consultant or anyone employed or utilized by the Conh'actor/Vendor/Consultant in the performance of this Agreement. This indemnification obligation shall not be consh'ued to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. Tllis Agreement shall be administered on behalf of the County by the Traffic Operations Deparhnent. 14. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 15. COMPONENT PARTS OF THIS CONTRACT. This Conh'act consists of the attached component parts, all of wllich are as fully a part of the conh'act as if herein set out verbatim: Conh'actor's Proposal, Insurance Certificate, RFP #08-5132 Red Light Running Camera Enforcement System, Exhibit" A" Scope of Services, Exhibit "BOO Pricing and tlu'ee (3) Addenda, 16, SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners, 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Flodda Statutes, Collier County Ethics Ordinance No. 2004-05, and County Adminish'ative Procedure 5311. Violation of tllis provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the finn from contact with County staff for a specified period of time; b. Page.:l. of 21 168 5 Prohibition by the individual and! or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and! or quotes; and, c. immediate termination of any conh'act held by the individual and! or firm for cause. 18. IMMIGRATION LAW COMPLIANCE, By executing and entering into this agreement, the Conh'actor is fonnally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Conh'ol Act of 1986 as located at 8 D.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. VENUE, Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful Contractor. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and! or services may be added to this contract upon satisfactory negotiation of price by the Contract Manager and Contactor. 23, DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Conti'actor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute tlu-ough Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Conti'actor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Page 5 of 22 -_.-------~..._-'"'-- -~~_..._~-~----_. 168 5 - Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 24. KEY PERSONNEL/PROTECT STAFFING. The Conti.actor's persOlmel and management to be utilized for tlus project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. Selected firm shall assign as many people as necessary to complete the project on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the dates set forth in the Project Schedule. Finn shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and! or experience. (2) That the County is notified in writing as far in advance as possible. Firm shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. Page 6 of22 168 5 IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST;. . . Dwigh'tE. Brocl<, Clerk of Courts By::. f ~J:tj\l, L it'./ Dat~~~~Wr.V'lJOI2MJ Attat . ...,~ ,a..'tr... , .f...... ..,.. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By If~c~~ American Traffic Solutions ~J"~- ~~t:f. ~'/, ~\ ~~ ITy~ print witness namel Conh'actor A By: Signature AOAm € r()T~t-l / €VP-C.O"o I Typed signature and title !::L~ \AJ~~~\ ~1'",. ~ ~. ITypej print witness namel Approved as to form and legal sufficiency: ~ft If I~ Assistant County Attorney S 4* 1<. ~eL, Print Name Page 7 of 22 16B 5 EXHIBIT A DESCRIPTION/SCOPE OF SERVICES for 08-5132 Red Light Camera Enforcement System 1. FIRST PHASE OF SERVICES (Uncompensated): The Contractor shall provide consulting services regarding the recOlmnended identification of locations for placement of Red Light Enforcement equipment, based upon traffic engineering principles, violation history, crash history, and input from County Traffic Engineering and the Collier County Sheriff's Office. The report of recommended locations shall be submitted in a report giving the locations and the criteria and rationale for their selection. Prior to implementation and twelve (12) months after implementation of the enforcement equipment the Contractor shall perform an engineering study denoting, by approach for a twelve (12) month period, the average violation rate, intersection crash rate, and documenting any rise or decline in the either of those rates. For the violation rate, compare the sixty (60) days of Courtesy Warnings with the last sixty (60) days of the first year of operation, The report shall be signed and sealed by a Professional Engineer licensed to practice in the State of Florida, The Contractor shall provide for comprehensive and fully integrated red light h'affic safety management services. The successful Conh'actor will deploy h'affic safety camera equipment at designated arterial intersections, covering one to four (4) approaches at each intersection. At the selected approaches, up to six (6) lanes will require traffic safety camera enforcement, including any turn lanes, The Conh'actor's services shall include all hardware, software, installation, maintenance, operation, and all back-office processing of violations. All sllstems ml/st be 1101l-illtrusive to the tmffic sismal cabil/etrl/ (l/O access to the sivlal cOl/frolle,' cabillet will be Vel1nitted), II, SECOND PHASE OF SERVICES (Compensated): Red Light Camera System 111e Conh'actor shall provide and install all equipment including, but not limited to, poles, cabinets and related operational equipment at the selected intersection(s). All cameras will be housed within an enclosure affixed to a steel or aluminum pole. All enclosures and poles shall be painted English Ivy Green as specified within the current version of the County's Paint Specification for Traffic Signal Equipment, which will be provided by the County's rage 8 of22 16~ 5 Traffic Operations Department upon request. All sl/stems must be nOII-illtrusive to the traffic sifllal cabillet - and access to the sifltal controller cabinet will not be l1el71litted, . The Conh'actor's shall disclose whether the system, at any time, photographs an image of the driver of the vehicle. . The Conh'actor shall use a high quality digital camera system with an output in excess of 3000 x 2000 pixels per image is required. The Contractor shall detail the image quality specifications and provide real sets of violation image examples captured under all conditions including, but not limited to, in daytime, nighttime, during inclement weather, and during times where sunlight is pointing in the direction of the camera. . The Conh'actor shall provide equipment that is capable of gatheting h'affic data for statistical analysis, including traffic volumes by approach and lane. . The Contractor shall provide equipment capable of deployment in a wide range of operating conditions; e.g., heavy traffic volumes, adverse weather conditions, road surface configurations, etc., and across six (6) moving lanes of traffic. · The Conh'actor shall provide equipment to provide a reliable non-inh'usive, non- physical connection to the red phase signal. . The Conh'actor shall provide a system which must provide at least tlu'ee (3) digital color still images of each violating event. The images shall be taken to ensure that the rear of the vehicle and license plate are captured, The first image shall capture the vehicle before the front wheels sh'ike the legal violation limit line. The second image shall capture the vehicle after the rear axle has crossed the crosswalk or legal limit line. The third image shall depict a close up of the license plate. The conh'actor will use a video system that will capture a short duration video of the violation, · The Conh'actor shall provide a camera system which shall record data pertinent to each violation at the time of capture. . The Contractor shall provide data which shall be recorded in a flexibly configured data bar that is embedded with each scene, license plate and stop bar detection images that may be used to prove the violation. TIle data bar shall include, at a minimum, the following information for each violation: a) Unique violation identifier incorporating the County; b) Location of violation; c) Date (MM/DD/YYYY); d) Time of the violation in 24 hour clock including hours, minutes and seconds; e) Elapsed time between images; f) Direction of h'avel; Page 9 of 22 168 5 g) Traffic signal phase; h) Time into the red phase displayed in thousandths of a second; g) Duration of the prior amber phase; h) Vehicle lane of h"avel; i) Camera lD; and j) Frame sequence number. . The Contractor shall provide a system which includes an ancillary video system as supporting information to the violation provided by the still images. The video must be full motion at the rate of thirty (30) frames per second or greater and allow aperture adjustment. . The Contractor shall ensure that each imaging unit's operation shall be microprocessor controlled and fully automatic. . The Contractor shall include a camera system that shall be capable of on-site or remote activation and maintenance support. . TIle Contractor shall include a camera system that shall perform a self-test on set-up; simulate a violation being recorded for testing; conununicate error messages; record date and time of system shutdown in the event of a malfunction. . The Conti"actor shall include a camera system that allows a malfunction to be easily identified and debugged on-line. . The Contractor shall include a camera system that records event-specific evidence to substantiate multiple, simultaneous allli/or concurrent violations occurring during any red signal phase. The Conh"actor shall provide a system which shall provide 24 hours a day /7 days a week "live" intersection monitoring and viewing capabilities. This video shall be stored for a minimum of four (4) days. . The Contractor shall include a camera system that which includes component operations which are synclu"onized to a single, standard, independent, external and verifiable time and date source. . The Contractor must use more than one (1) vehicle detection. The Contractor must explain the vehicle detection methods which can be used by the system including, but not limited to, the benefits and limitations of each (if more than one (1) is offered). . Red light camera enclosures must be tamper proof and vandal proof. Page 100f22 168 5 ... . Red light camera enclosures must be designed in such a fashion that maintenance, and other operations can be accomplished easily and quickly without creating a public safety hazard. The Conh'actor shall explain typical maintenance procedures. . The Contractor shall state installation and consh'uction times for a generic intersection. . The system shall be able to simultaneously monitor h'affic in up to six (6) lanes. . The Contractor shall monitor straight-through violations. The system shall be capable of detecting and recording evidence of left and right turn viola tions, regardless of vehicle speed (please reference program). The Conh'actor's Proposal must explain how the system captures illegal right-turn-on-red movements. Violation Processin!< There shall be no requirement to install Contractor processing software on County owned or maintained information teclmology or computing systems. The violation processing system shall allow the County a detailed view into all of the information related to the program. The County's IT Deparhnent will not allow software installation on County owned or maintained equipment - the vendor will need to supply a stand- alone PC/laptop with installed software with the red light enforcement system's viewing capabilities. All access (via a secure internet portal) to the violation processing system for the purpose of preprocessing evidence, police authorization, notice printing, payments h'acking, and generation of court evidence packages shall be Internet enabled and shall be available 24 hours a day /7 days a week for authorized users. The violation processing system shall provide the following functions: a) Web-enabled access and operation; b) Secure user log-in and access; c) Automatic presentation of images and data captured by the camera system onto review PC's; d) Easy review of violation evidence against regulations; e) Ability to both "play" full motion video and view multiple scene and platc images; f) Ability to view each image as a full screen enlargement with a single click; g) Ability to view all original images; h) Ability to "crop" a license plate image area from the optimal license plate image in the multiple-image license plate set to establish vehicle !D, and subsequently print the cropped plate area image to the notice; i) Ability to "accept" or "reject" violation sets and record rejection reasons; Pnge 11 of2::! 168 5 j) Ability to generate printed warning letters (during the first 60 days of the program at the County's discretion); k) Ability to automatically generate printed violation notices; I) Ability to store and archive all processed violation evidence into a secured database; m) ability to access any stored violation image 24 hours a day /7 days a week from the system's database subject to agreed archive rules; n) ability to request and immediately view Court Evidence Package image sequences displayed as video 24 hours a day /7 days a week or as individual high resolution still shots, or send images to print locally; 0) ability to inunediately request, view and print both standard and user- defined reports 24 hours a day / 7 days week; p) Secured Access Conh'ol and automatically generated electronic audit trails; q) Encryption and decryption management; 1') The system shall be capable of preparing and mailing one notice letter for all chargeable violations to vehicle owners, issuing and mailing a second notice for any violations that remain unpaid as their due date, All violations for which registered owner data is available shall be issued within seven (7) business days after police review of the incident. Citation Processin~ a) The Contractor will be required to accurately capture and store images. establish a chain of custody for the image medium, and process and issue citations for red light violations in accordance with the ordinance, b) The Conh'actor will have the capability to generate clear, easily identifiable images for the citation/violations. allowing an unbiased individual to determine fault (including extenuating circumstances). c) Software to process, issue and h'ack citations and payments will be installed and fully operational. d) COlmections must be established to the Florida Deparhnent of Motor Vehicles and other states to obtain motor vehicle registration information. e) Citations will be poshnarked in fourteen (14) days or less from the date of violation. This includes any number of citations with required increases in citation cost. E) Warnings will be mailed in lieu of citation during the first sixty (60) days from the start of operation of the first camera installation. g) The County, or Collier County's Sheriff's Office will have a duly appointed code enforcement officer or deputies assigned to review and approve each citation prior to issuance and vClify that a violation has occurred. Operations Office and operational dcpartments will be fully staffed within the first sixty (60) days after conh'act execution. The County will have the right to review the references and background Page 12 of'll 168 5 ... information of any of the Conh'actor's employees directly involved in providing services. The County may request the replacement of any employee providing services. Collections The Contractor will collect payments from citizens on civil citations. a) Payment options should include check, money order, or credit card, in person, via telephone and over the internet. b) The Contractor will directly deposit all monies into an account designated and managed by the County. Fine collection procedures will be developed in accordance with County procedures. c) Records will be kept in accordance with generally accepted accounting practices. d) Contractor will prepare on a notice letter all chargeable violations and will mail notice letters to vehicle owners. A second notice will be issued for any violations that remain unpaid. e) Violations for which registered owner data is available shall be issued within fourteen (14) business days of the violation event date. f) After expiration of the second notice due date, Conh"actor shall pursue collections on unpaid notices. g) Contractors will comply with the Fair Debt Collection Practices Act, 15 U.s. c. 1692, et seq., and any other applicable state or federal law. Appeals Process The firm will utilize the Special Magish'ate to coordinate hearings for protests of citations. This includes receiving the initial appeal request, scheduling appeal hearings before the court and providing testimony and all background materials related to the appeal to the court. a) Proposal shall provide hearing scheduling service for violators who dispute notices. This shall include call center services to take calls during normal business hours. An appeal list shall be provided to the County each week of hearings scheduled tIu-ough the court. b) A package for each appeal shall be prepared and provided to the County to include the following: i. All issued and disputed notices to the party ii. A violation history report iii. A correspondence file iv. A payment history v. All materials submitted by violator c) Contractor will maintain a proper chain of evidence which meets the needs or requirements of all agencies involved in this process. d) Contractor will provide, when required for Court testimony, as well as all other teclmical or factual witness as required to prove all elements of the violation. Operating Location and Customer Service Support Page 13 of22 168 5 The automated red light enforcement system will be overseen and administered by the Collier County Transportation Deparbnent and/ or designee. The selected Conb"actor shall provide customer service to the County and make provisions to assist the alleged violators who are seeking to view their violations and ask questions with regard to the operations of the system, reporting procedures, and enforcement of the County's ordinance. The Contractor shall provide an adequate number of services and maintenance staff to service the cameras and be available to respond to service requests by the County. Image processing, issuance of citations, computer processing, financial reporting, and overall management of the program may be performed at remote locations so long as the Contractor remains highly responsive to the needs of the program and meets the requirements set forth by the County. Statistical Analvsis and Reporting Systems The processing system shall produce statistical analysis of camera location and operations will be preferred; including, at minimum: a) Hours of use per camera by operational site; b) Results achieved by each camera by site; c) Offenses recorded by site; and d) Traffic counts by lane, date and hour. The processing system shall be capable of immediately generating operations reports 24 hours a day /7 days a week including: a) Number of violations recorded; b) Count of violations where notices not prepared; c) Notices prepared and mailed; and d) Status of notices issued (outstanding, canceled, reissued and so forth). The processing system shall also supply reports of: a) Camera equipment hours of service and hours lost; and b) Number and description of camera or other equipment malfunctions. The processing system shall provide violation and b"affic statistics as follows: a) Real-time b"affic volume and vehicle counts; and b) Real-time violation graphs and chart by: I) individual lane; II) time of day; and JII) day of week. The conb"actor shall provide a monthly report that includes the following: a) The number of events detected, notices/violations issued and Page 14 of12 168 5 prosecutable image rate by location and in total; b) The total number of violations that occurred and percentage of total vehicle h"affic by lane; and the total number of percentage of rejected images by reason. Image Transmission Security and Data Storage The system shall provide for image and data security that shall prevent unauthorized persons from accessing the camera images and databases and tampering with images. The Conh"actor shall store all enforceable images produced by cameras for no less than one hundred and eighty (180) days after final disposition. The Contractor shall provide an evidence package for any contested violations" The package shall consist of: a) All issued and disputed notices to the party; b) A violation history report; c) A correspondence file; and d) A payment history. The Conh"actor shall maintain a proper chain of evidence that meets the needs of County and court functions" The Conh"actor shall provide a qualified expert witness who is knowledgeable on the theory, operation and functional capabilities of the red light camera unit. Maintenance, Support and Training . All maintenance of camera, video, sensors, computer and related equipment shall be the responsibility of the Contractor. . The Contractor shall repair or replace any inoperable equipment within seventy-two (72) hours of detection by the Contractor or notification by the County. . The Contractor shall describe the proposed standard process for how often the cameras systems will be visited for maintenance and inspection and shall explain what occurs during a maintenance and inspection visit. . The Conh"actor shall provide ongoing h"aining support as needed by the County. . The Conh"actor shall provide hands-on h"aining as necessary to personnel as required by the County" . The Contractor shall provide training materials. Page J5 of22 168 5 Operations and Public Awareness o The Conh'actor shall provide assistance with the content and design of a public education program and associated materials to be funded by the County. o The Contractor shall support the County by h'aining staff on how to present the Contractor's systems at public seminars or presentations, The Conti'actor will provide staff for public forums as necessary. o Contractor shall provide a project manager for the project as the single point of contact to the County, o Contractor shall provide intersection design and installation plans for review and approval by the County Traffic Engineering Department and Permitting Department. o Contractor shall install and maintain installed cameras. o Contractor shall be responsible for loading, optimizing, and license plate data enh'y processing of images for review (final review to be processed by authorized County persOlu1el) o Contractor will prepare one notice letter for all chargeable violations and will mail notice letters to vehicle owners. The Conh'actor shall include a return envelope for payments, · Contractor will prepare a second and a final notice will be issued for any violations that remain unpaid after their due date, The Conh'actor shall include a return envelope for payments. . Violations for which registered owner data is available shall be issued within the legally required number of days of the violation event date. o Contractor may be asked to provide all required notice processing supplies including, paper, envelopes, postage, toner, and any and all notice printing supplies. o Notices shall include one set of images and a license plate image. o Contractor shall provide a means for the fines to be paid on-line by credit or debit card, o Conh'actor shall provide a means for the fines to be paid by phone using a credit or debit card. o Contractor shall provide for a third party collection service for the collection of delinquent accounts, Page 16 of21 -,.",->~--_.._-----._._--------~,_.,. 168 5 Responsibilities of Contract Parties 1. AMERICAN TRAFFIC SOLUTIONS (ATS) 1.2 ATS IMPLEMENTATION 1.2.1 ATS agrees to provide a turnkey solution for Camera Systems to the Customer wherein all reasonably necessary elements required to implement and operate the solution are the responsibility of A TS, except for those items identified in Section 2 titled "Customer Scope of Work". ATS and the Customer understand and agree that new or previously unforeseen requirements may, from time to time, be identified and that the parties shall negotiate in good faith to assign to the proper party the responsibility and cost for such items. In general, if work is to be performed by the Customer, unless otherwise specified, the Customer shall not charge ATS for the cost. All other in-scope work, external to the Customer, is the responsibility of A TS. 1.2.2 A TS agrees to make every effort to adhere to the Project Time Line agreed upon between the parties. 1.2.3 ATS will assist the Customer with video evaluation of candidate sites using the Axsis VIMS system. 1.2.4 A TS will install Camera Systems at a number of intersection or grade crossing approaches to be agreed upon between ATS and the Customer after completion of site analyses. In addition to any initial locations, the parties may agree from time to time to add to the quantities and locations where Camera Systems are installed and maintained. ATS will install camera(s) and place into operation a minimum of one approach within 90 days after execution of this contract. ATS will install cameras and place into operation a minimum of 12 approaches within 12 months of execution of tllis conti'act. An additional minimum of 12 approaches, as appropriate, will be installed during the second through tllird year of this contract. 1.2.5 ATS will operate each Camera System on a 24-hour basis, barring downtime for maintenance and normal servicing activities. 1.2.6 ATS' in-house marketing departinent will assist the Customer with public information and outreach campaign strategies. In addition, depending upon the agreed-upon sti.ategy, A TS may pay for agreed upon extra scope expenditures for public relations consultants, advertising, or media relations provided that such exh'a scope expenditures will be reimbursed to ATS from collected revenues. 1.2.7 ATS agrees to provide a secure web site (www.violationinfo.com) accessible to citation recipients (defendants) by means of Notice # and a PIN, which will allow violation image and video viewing. Page 17 of11 168 5 1.2.8 The Customer and A TS will complete the Project Business Process Work Flow design within 30 calendar days of contract signature. 1.2.9 ATS normally shall provide teclmician site visits to each Camera System once per month to perform preventive maintenance checks consisting of camera enclosure lens cleaning; camera, strobe and controller enclosure cleaning; inspection of exposed wires; and general system inspection and maintenance. 1.2.10 ATS shall repair a non-functional Camera System within 72 business hours of determination of a malfunction. 1.2.11 ATS shall repair the Axsis VPS system within 1 business day from the time of the outage. Outages of Customer internet connections or infrash'ucture are excluded from this service level. 1.2.12 For any city using ATS lockbox or epayment services, ATS will establish a demand deposit account bearing the title, "American Traffic Solutions, lnc. as agent for Customer" at u.s. Bank. All funds collected on behalf of the Customer will be deposited in this account and h'ansferred by wire the first business day of each week to the Customer's primary deposit bank. The Customer will identify the account to receive funds wired from U.S. Bank. Customer shall sign a W-9 and blocked account agreement, to be completed by the Customer, to ensure the Customer's financial interest in said u.s. Bank account is preserved. 1.3 ATSOPERATIONS 1.3.1 ATS shall provide the Customer with an optional one-time warning period up to 60 days in length at the outset of the program. 1.3.2 ATS shall provide the Customer with an automated web-based citation processing system (Axsis™ VPS) including image processing, Is1 notice color printing and mailing of Citation or Notice of Violation per chargeable event and a mailing of a text only reminder notice. Each Citation or Notice of Violation shall be delivered by First Class mail to the registered owner within the statutory period. Mailings to owners responding to first notices identifying drivers in affidavits of non-liability or by rental car companies are also included according to each pricing option. 1.3.3 Subsequent notices (such as pre-collection letters) may be delivered by First Class or other mail means for additional compensation to A TS as agreed by the parties in Sched ule 1. 1.3.4 ATS shall apply an elech'onic signature to the citation when authorized to do so by an approving law enforcement officer. 1.3.5 ATS shall obtain in-state vehicle registration information necessary to issue citations assuming that it is named as the Customer's agent. 1.3.6 ATS shall seek records from out-of-state vehicle regish'ation databases and apply records found to Axsis to issue citations for the Customer according to each pricing option. Page 18 0[22 168 5 1.3.7 If Customer is unable to or does not desire to integrate ATS data to its court system, ATS shall provide an on-line court processing module, which will enable the court to review cases, related images, correspondence and other related information relluired to adjudicate the disputed citation. The system will also enable the Court staff to accept and account for payments. Any costs charged by a third party vendor to integrate the ATS system to a court computer system shall be borne by the Customer. A TS may agree to cover these upfront costs and recover the costs from the collected revenue in addition to its normal fees. 1.3.8 The Axsis™ VPS system, which provides the Customer with ability to run and print any and all standard system reports. 1.3.9 If required by the court or prosecutor, ATS shall provide the Customer with, or train a local expert wih1ess able to testify in Court on matters relating to the accuracy, teclmical operations, and effectiveness of the Axsis™ System until judicial notice is taken. 1.3.10 In those instances where damage to a Camera System or sensors is caused by negligence on the part of the Customer or its authorized agent(s), ATS will provide Customer an estimate of the cost of repair. Upon authorization to proceed with the repairs or replacement, A TS shall replace or repair any damaged equipment and invoice for the pre-approved repair cost. ATS shall bear the cost to replace or repair equipment damaged in all other circumstances. 1.3.11 ATS shall provide a help line to help the Customer resolve any problems encountered regarding its Red Light Camera System and/or citation processing. The help line shall function during normal business hours. 1.3.12 As part of its turnkey system, ATS shall provide violators with the ability to view violations online. This online viewing system shall include a link to the ATS payment website(s) and may offer the opportunity to download an affidavit of non-liability online. Online obtained affidavits, if approved by the court, shall be directed to and processed by ATS and conununicated to the Court via the Axsis VPS transfer described above. 2. CUSTOMER SCOPE OF WORK 2.2 GENERAL IMPLEMENT A TION REQUIREMENTS 2.2.1 Within 7 business days of contract execution, the Customer shall provide ATS with the name and contact information for a project manager with authority to coordinate Customer responsibilities under the Agreement. 2.2.2 Within 7 business days of contract execution, the Customer shall provide ATS with the name and contact information for a Code Enforcement manager responsible for oversight of all Special Magish'ate related program requirements Page 19 oD2 J.t)tj , 2.2.3 The Customer shall make every effort to adhere to the Project Time Line to be agreed upon behveen the parties. 2.2.4 The Customer and ATS shall complete the Project Business Process Work Flow design within 30 calendar days of conh"act signature. 2.3 TRAFFIC OPERATIONS DEPARTMENT 2.3.1 If the Customer chooses to move a Camera System to a new approach after initial installation, it shall pay the costs to relocate the System. 2.3.2 Customer will design, fabricate, install and maintain red light camera warning signs. If Customer cannot provide such signage, A TS will do so and charge the costs to the client. 2.3.3 Customer shaH allow ATS to access power from the existing power sources at no cost at power disconnect breaker boxes for the controller cabinet nearest to each Camera System within the Customer's jurisdiction. The power supply cable for the camera operation shall be wired by ATS to utilize a separate circuit breaker within the power disconnect enclosure. 2.3.4 InstaHation plans and drawings will be stamped by a Florida licensed civil engineer. ATS work product and drawings shall be overseen and approved by an ATS PE and such deliverables shaH conform to applicable engineering norms and reflect the details of installation work to be completed. 2.3.5 The Customer shall approve or reject ATS submitted plans within 7 business days of receipt. 2.3.6 A TS and! or its subconh'actor will be subject to attaining all County Right-of- Way permits necessary for building, construction, sh"eet use, lane closures, and! or pole attaclunent permits. 2.4 SHERIFF'S OFFICE 2.4.1 The Sheriffs Office shall execute the ATS DMV Subscriber Services Agreement (Schedule 2) to provide verification to the State Department of Motor Vehicles, National Law Enforcement Telecommunications System, or appropriate authority indicating that A TS is acting as an Agent of the Customer for the purposes of accessing vehicle ownership data pursuant to the list of permissible uses delineated in the Drivers Privacy Protection Act 18 U.s.e. S 2721, Section (b) (1) and as may otherwise be provided or required by any provision of applicable state law. 2.4.2 The Sheriff's Office shall process each potential violation in accordance with State Laws and! or County Ordimmces within 3 business days of its appearance in the Police Review Queue, using Axsis™ to determine which violations will be issued as Citations or Notices of Violation. 2.4.3 Sheriff's Office workstation computer monitors for citation review and approval should provide a resolution of 1280 x 1024. page:W of12 168 5 2.4.4 For optimal data tlu'oughput, Sheriff's Office workstations should be connected to a high-speed internet cOfmection with bandwidth of T-1 01' greater. 2.4.5 The Sheriff's Office shall provide signatures of all authorized police users who will review events and approve citations on forms provided by ATS. 2.5 CODE ENFORCEMENT 2.5.1 If Customer does not provide payment processing services, Customer shall use ATS payment processing services. The fees for lockbox and e-payment services are included in the stated fee schedule presented on Schedule 1. 2.5.2 Code Enforcement shall provide a judge or hearing officer and court facilities to schedule and heal' disputed citations. 2.5.3 Code Enforcement shall provide the specific text required to be placed on the Citation notice to be issued by ATS within 30 calendar days of conti'act signature. 2.5.4 Code Enforcement shall approve the Citation form within 15 clays after receipt from A TS. 2.5.5 Code Enforcement shall handle inbound and outbound phone calls and correspondence from defendants who have questions about disputes, and other issues relating to citation adjudication. Code Enforcement may refer citizens with questions regarding A TS or Axsis technology and processes to websites and! or toll-free telephone numbers provided by A TS for that purpose. Any potential, direct costs to A TS to develop an interface between ATS and the Special Magistrate system will be paid by A TS 2.6 PRICING A TS is to furnish a turnkey red light camera program based on the following pricing proposal. The pricing covers all costs required for and associated with camera system installation, maintenance and on-going field and back-office operations. All fees are disclosed in Exhibit B. Page 21 of22 16B 5 EXHIBIT B PRICING 08-5132 Red Light Camera Enforcement System Option B - Tiered Fee per Paid Citation (one camera / rear imaging) This fee schedule reduces the incremental cost to the County as the number of paid notices increases. 3rd Tier Fee (All other paid notices per day per $17.50 camera) (150+ per month) 2nd Tier Fee (Next 2 paid notices per day per $27.50 camera) (from 90-149 per month) 1 sl Tier Fee (First 3 paid notices per day per $47.50 camera (i.e. first 89 paid per month) Includes red light camera equipment for a 4- lane approach with up to 2 signal phases, installation, maintenance, violation processing services, Florida DMV records access, mailing' of 1" notice in color with return envelope, mailing* of 2nd notice, web-payments access, call center support for general program questions and public awareness program support. *Certified mail, return receipt requested with $3.70 per unit electronic proof of signature (This fee is charged per unit and is in addition to postage, which is included in the above fee.) Additional Services Applicable to All Offerings Noted Above Pre-collection Letters 10% of recovered revenue Delinquent Collections Services 30% of recovered revenue ** Notices paid will be the multiple of the requirement threshold for each tier (above) times the number of cameras in-use by a city. For example, if a city has three cameras in operation, the first 267 (89 citations x 3 cameras = 267 citations) paid notices for all cameras combined shall be delivered under tier I pricing, regardless of the number of notices generated by any single camera. Likewise, under the same scenario, under tier two pricing, assuming three cameras are in operation in a given city, citations 268 - 445 (59 citations x 3 cameras = 177 citations) generated across all cameras will be paid at tier two pricing levels, regardless of the number of citations generated by any single camera. Page 12 of 22 168 5 ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDNYYY) ~ Page 1 of 2 02/18/2009 PRODUCER 877-945-7378 THIS CERTIFICATE IS ISSUED AS A MAHER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Willis HRH HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR " Century Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. o. Box 305191 , Nashville, TN 372305191 I~SURERS ~FF~~~ING~~~ERA(;E_ __ __ INAIC#__ - - -_.--- ---" -- ----- -- ----- - - INSURED American Traffic Solutions, Inc., f'NSURE~A: N~t~o~~~_Fir~E:~urance _co!Upany_oL Hart_fol}047~ -O~ 7681 E Gray Road Scottsdale, AZ 85260 ,-II'>lSURER~:_Jl'a_~~~_!'l:l ~!~_Ins-':l-.!an~~ C<?.!!I.~~~y ()_~~_rtfS'__~~?8-~ ._ I~SURER c: _Tr_~nsp~r_t~_~ion. Insurance C-.?mpa_ny -- 20494-003 - --- --- I~SU",_E_~~'I'WiIl~_~~Y Fire Ins. Co. ~2~~9-9~ --- --- -- --..- . INSURER E: ------... COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHiCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BYPAID CLAIMS. 1NSR'A[llj;~- - -- ~---- :- -P6UCYEFFECTtVE-~POLlCYEXPIRATION LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MM/DD VY DATE MM/DDIYYVY LIMITS A x GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY l=t~ I CLAIMSMAO~ I ~CUR ~N'~ ;GGREGl\iE~-IMIT AP~~~ES PE~: , PRO-' , POLICY X JECT LOC 2092249865 11/17/2008 11/17/2009 EACH OCCURRENCE ~__l,Q.QJL..QQ!:L DAMAGE TO RENTED - ._PREMJ~~_9ccur!,~__. $___~tO 0 1__0 0 0 ME~ EXP (~y on~yersorL 1'$ _ 1~....QQ 0 .$_____1_IOO_Q_LJH29 l~___2, 0 QQ.LJlit9 ~S_f_l 0 Qit.LQQ P I PE;_R~~_A_~ & ADII~f\l.:!.~B'i GENERAL AGGREGATE - ----- --~-- - ---- I PRODUCTS - COMP/OP AGG BODILY INJURY (Per person) I' 1,000,000 B r~J:~::~:~:::~~s , SCHEDULED AUTOS HIRED AUTOS l NON-OWNED AUTOS 2097360568 11/17/2008 11/17/2009 COMBINED SINGLE LIMIT (Eaaccident) BODILY INJURY {Per accident) ru --- I PROPERTY DAMAGE : (Peracc,dent) -f--- '5 C EXCESS I UMBRELLA LIABILITY xJ OCCUR [J CLAIMS MADE 2092249851 I 11/17/2008 11/17/2009 AUTOON~_~~_!l._CCIOENT +$_~ OTHER THAN EAI\~UL_ AUTO ONLY AGG Is EA~~ OCCUR~~_~CE_ $ _20, 000 , 0.0 0 3GGREGATE ___~:~_2 0,0 Q 0 . 000 I GARAGE LIABILITY >-~ ANY AUTO D DEDUCTIBLE X RETENTION S 10 00 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N " ANY PROPRIETOR/PARTNER/EXECUTIVE I .1 OFFICER/MEMBER EXCLUDED? (MandatoryinNH) If yes. describe under SPECIAL PROVISIONS below ! OTHER 59WEFY0478 12/31/2008'12/31/2009 ~ EL EACH ACCIDENT $ E.!,-, DISEAS~- EA EMPLOYEE _$ EL DISEASE - POLICY LIMIT S _1.000-,OQQ lLOOO,OQO 1 000 000 DESCRIPTION OF OPERATIONS I LOCATIONS [VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS THIS VOIDS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE DATED, 1/16/2009 WITH ID, 12079265 Re: Contract #08-5132 "Red Light Running Camera Enforcement System. II It is agreed that Collier County Government, FL is included as an Additional Insured as respects to General Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE OESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN ACORD 25 (2009/01) Coll,2620884 Tp1,891823 Cert,l 4875 @1988-200 CORD CORPORATION. All rightsreserved. The ACORD name and logo are registered marks of ACORD Collier County Government, FL 3301 E. Tamiami Trail Naples, FL 34112 168 5 Page 2 of 2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED. the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED. subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009/01) Coll,2620BB4 Tpl,B91B23 Cert,12164B75 C'NA 168 5 G-140331-A (Ed. 01/01) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C.1. OF THIS ENDORSEMENT FOR THESE DUTIES. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTOR'S SCHEDULED AND BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: SCHEDULE Name of Person or Organization: Collier County Government, FL Designated Project: Re: Contract #08-5132 "Red Light Running Camera Enforcement System." (Coverage under this endorsement is not affected by an entry or lack of entry in the Schedule above.) A. WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization. including any person or organization shown in the schedule above, (called additional insured) whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury." "property damage," or "personal and advertising injury". B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured solely for liability due to your negligence specifically resulting from "your work" for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. G-140331-A (Ed. 01/01) 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy. whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The coverage provided to the additional insured by this endorsement and paragraph f. of the definition of "insured contract" under DEFINITIONS (Section V) do not apply to "bodily injury" or "property damage" arising out of the "products-completed operations hazard" unless required by the written contract or written agreement. 4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing. approving. or failing to prepare or approve maps. shop drawings. Page 1 of 2 C'NA opinions. reports. surveys. field orders. change orders or drawings and specifications; and b. Supervisory. or inspection activities performed as part of any related architectural or engineering activities. C. As respects the coverage provided under this endorsement. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS are amended as follows: 1. The following is added to the Duties In The Event of Occurrence. Offense. Claim or Suit Condition: e. An additional insured under this endorsement will as soon as practicable: (1) Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; (2) Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and G-140331-A (Ed. 01/01) 1 h .-' 5 ~~~1-A (Ed. 01/01) (3) Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. f. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. 2. Paragraph 4.b. of the Other Insurance Condition is deleted and replaced with the following: 4. Other Insurance b. Excesslnsurance This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. Page 2 of 2