08-205 Resolution No. 08-205
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
REDFLEX TRAFFIC SYSTEMS, INC.
FOR PHOTO RED LIGHT ENFORCEMENT PROGRAM
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
Olufemi Folarin, City Manager,and Diane Robertson, City Clerk,be and are hereby authorized and
directed to execute an agreement on behalf of the City of Elgin with Redflex Traffic Systems, Inc.
for Photo Red Light Enforcement Program, a copy of which is attached hereto and made a part
hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: August 27, 2008
Adopted: August 27,2008
Omnibus Vote: Yeas: 4 Nays: 0
Attest:
s/Diane Robertson
Diane Robertson, City Clerk
O
August 7, 2008
1
TO: Mayor and Members of the City Council `1
FROM: Olufemi Folarin, City Manager
Robert Beeter, Deputy Chief of Police
SUBJECT: Agreement with Redflex Traffic Systems for Photo Enforcement System
PURPOSE
The purpose of this memorandum is to provide the Mayor and members of the City Council with
information and requesting authorization to enter into an agreement with Redflex Traffic
Systems for a Photo Enforcement System.
RECOMMENDATION
It is recommended that the City Council authorize an agreement with Redflex Traffic Systems,
Inc. of Scottsdale, Arizona.
BACKGROUND
The City of Elgin has seen an increase in serious injuries relating to traffic crashes over the past
several years at several heavily traveled intersections. The police department has initiated
numerous directed enforcement activities at these notoriously hazardous intersections with some
short term success. We feel that taking advantage of recent legislation which now has allowed
communities in Illinois to enact local ordinances to implement an automated traffic enforcement
system in order to monitor motorist compliance with traffic control signals at intersections (625
ILCS 5/11-208.6) should have more of a long term impact.
Redflex Traffic Systems has been in operation since the mid 1980's and has successfully
partnered with cities like Chicago, El Paso, Albuquerque and Springfield, Ohio. Through their
extensive experience in partnering with municipal entities, Redflex understands the importance
of community support in moving forward with a red light camera enforcement program and
recognizes that poor implementation and untested technologies can reduce public confidence and
public safety. Redflex is the largest and longest red light camera vendor in the State of Illinois,
operating Chicago's program since November 2003.
Initially, the police depaannent is proposing photo enforcement at the following City of Elgin
approaches, based upon the results of the feasibility study: Big Timber & McLean Blvd.(EB &
Photo Enforcement Program
August 7, 2008
Page 2
WB), southbound Dundee Avenue at Summit Street, and westbound Kimball at State Street.
Redflex staff will install redlight camera systems at these approaches. All equipment will remain
property of Redflex and they will be responsible for any and all maintenance of the system.
COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED
None
FINANCIAL IMPACT
Redflex Traffic Systems incurs all of the associated costs of installation and maintenance of the
red light systems. Redflex charges a fixed fee of $4,395 per month per designated approach.
These fees will be paid using the fines collected from the cited violators. In the event
insufficient funds are collected during the month, the remaining charges will be carried over into
the next month. Per the agreement, the City of Elgin will only be responsible for the payment of
fees with funds collected from fines the system itself generates.
LEGAL IMPACT
None
ALTERNATIVES
1. The City Council may choose to authorize the agreement with Redflex Traffic Systems
for a Photo Enforcement System.
2. The City Council may choose not to authorize the agreement and continue traditional
methods of red light traffic enforcement.
Respectfully submitted for Council consideration.
Rb
AGREEMENT BETWEEN THE CITY OF ELGIN
AND REDFLEX TRAFFIC SYSTEMS, INC. FOR
PHOTO RED LIGHT ENFORCEMENT PROGRAM
This Agreement (this "Agreement") is made as of this day of June, 2008 by
and between Redflex Traffic Systems, Inc. with offices at 23751 N. 23`d Avenue,
Phoenix, Arizona, 85027("Redflex"), and the City of Elgin, an Illinois municipal
corporation, with offices at 150 Dexter Court, Elgin Illinois 60120-5555 (the
"Customer"). (Redflex and the Customer are from time to time referred to as a "Party"
and collectively referred to as the "Parties.")
RECITALS
WHEREAS, Redflex has exclusive knowledge, possession and ownership of
certain equipment, licenses, applications, and citation processes related to digital photo
red light enforcement systems; and
WHEREAS, the Customer desires to engage the services of Redflex to provide
certain equipment, processes and back office services so that the Customer is able to
monitor, identify and enforce Violations, as defined herein; and
WHEREAS, it is a mutual objective of both Redflex and the Customer to reduce
the incidence of vehicle collisions at the traffic intersections that will be monitored
pursuant to the terms of this Agreement; and
WHEREAS, on August 27, 2008 the Corporate Authorities of the Customer
adopted Ordinance No. , which authorized the Customer's entry into this
Agreement;
NOW THEREFORE, in consideration of the mutual covenants contained herein,
and for other valuable consideration received, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. DEFINITIONS. In this Agreement, the words and phrases below shall have the
following meanings:
1.1. "Authorized Officer" means the Police Project Manager, the Traffic Control
Administrator or such other individual(s) as the Customer shall designate to
review Potential Violations and to authorize the issuance of Citations.
1.2. "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 the Redflex Photo Red Light System.
1.3. "Citation" means the notice of a Violation, which is mailed or otherwise
delivered by Redflex to the violator on the appropriate Enforcement
Documentation with respect to each Authorized Violation.
1.4. "Confidential or Private 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 of
operation or concerning any of such Person's suppliers, licensors, licensees,
customers 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:
1.4.1. 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 customers, or at
which such Person sells or has sold its services; and
1.4.2. 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.
1.4.3. 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.
1.5. "Designated Intersection Approaches" means the Intersection Approaches set
forth on Exhibit A attached hereto and incorporated herein by reference, and such
additional Intersection Approaches as Redflex and the Customer shall mutually
agree from time to time.
1.6. "Electronic Signature" means the method through which the Authorized Officer
indicates his or her approval of the issuance of a Citation with respect to a
Potential Violation using the Redflex Photo Red Light System.
1.7. "Enforcement Documentation" means the necessary and appropriate
documentation related to the Photo Red Light Enforcement Program, including
but not limited to Citation notices (using the specifications required by the
Illinois Vehicle Code, as amended by Public Act 94-0795, and by City ordinance,
a 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 the Redflex
Photo Red Light System), chain of custody records, criteria regarding operational
policies for processing Citations (including with respect to coordinating with the
Secretary of State), and technical support documentation for applicable court and
judicial officers .
1.8. "Equipment" means any and all cameras, sensors, equipment, components,
products, software and other tangible and intangible property relating to the
Redflex Photo Red Light System(s), including but not limited to all camera
systems, housings, radar units, severs and poles.
1.9. 'Fine" means a monetary sum assessed for a Citation, including but not limited
to late payment penalties.
1.10. "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.
1.11. "Installation Date of the Photo Red Light Program" 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 Red light Photo Enforcement Program.
1.12. "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.
1.13. "Intersection Approach" means a conduit of travel with up to four (4)
contiguous lanes from the curb (e.g., northbound, southbound, eastbound or
westbound) on which at least one (1) system has been installed by Redflex for
the purposes of facilitating Red light Photo Enforcement by the Customer.
1.14. "Operational Period" means the period of time during the Term,
commencing on the Installation Date, during which the Photo Red Light
Enforcement Program is functional in order to permit the identification and
prosecution of Violations at the Designated Intersection Approaches and the
issuance of Citations for such approved Violations using the Redflex Photo Red
Light System.
1.15. "Person" means a natural individual, company, Governmental Authority,
partnership, firm, corporation, legal entity or other business association.
1.16. "Police Project Manager" means the project manager appointed by the
Customer in accordance with this Agreement, which shall be a sworn police
officer and shall be responsible for overseeing the installation of the Intersection
Approaches and the implementation of the Red light Photo Enforcement
Program, and which manager shall have the power and authority to make
management decisions relating to the Customer's obligations pursuant to this
Agreement, including but not limited to change order authorizations, subject to
any limitations set forth in the Customer's charter or other organizational
documents of the Customer or by the Corporate Authorities of the Customer.
1.17. "Administrative Hearing Officer" means, the person hired by the
Customer to act as an impartial judge for all requests for an Administrative
Appeals Hearing.
1.18. "Potential Violation" means, with respect to any motor vehicle passing
through a Designated Intersection Approach, the data collected by the Redflex
Photo Red Light System with respect to such motor vehicle, which data shall be
processed by the Redflex Photo Red Light System for the purposes of allowing
the Authorized Officer to review such data and determine whether a Violation
has occurred.
1.19. "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.
1.20. "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 Photo Red Light 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.
1.21. "Redflex Project Manager" means the project manager appointed by
Redflex in accordance with this Agreement, which project manager shall initially
be Robert Warner, or such person as Redflex shall designate by providing written
notice thereof to the Customer from time to time, who shall be responsible for
overseeing the construction and installation of the Designated Intersection
Approaches and the implementation the Photo Red Light 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.
1.22. "Redflex Photo Red Light System" means, collectively, the SmartCamTM
System, the SmartOpsTM System, the Red light 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.
1.23. "Photo Red Light 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 (whether loop, radar or video loop) which,
collectively, are capable of measuring Violations and recording such Violation
Data in the form of photographic images of motor vehicles.
1.24. "Photo Redlight Violation Criteria" means the standards and criteria by
which Potential Violations will be evaluated by the Authorized Officer and/or
sworn police officers of the Customer, 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, whether the vehicle in
question entered an intersection in violation of a red light signal in order to yield
the right-of-way to an emergency vehicle or as part of a funeral procession, 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.
1.25. "SmartCamTM System" means the proprietary digital red light photo
enforcement system of Redflex relating to the Photo Red Light Enforcement
Program.
1.26. "SmartOpsTM System" means the proprietary back-office processes of
Redflex relating to the Photo Red Light Enforcement Program.
1.27. "SmartSceneTM System" means the proprietary digital video camera unit,
hardware and software required for providing supplemental violation data.
1.28. "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.
1.29. "Violation" means an automated traffic law violation as defined by
Section 11-208.6 of the Illinois Vehicle Code.
1.30. "Violations Data" means the images and other Violations data gathered by
the Redflex Photo Red Light System at the Designated Intersection Approaches.
1.31. "Traffic Control Administrator" means the Traffic Control Administrator
described in Section_ of City Ordinance No.
2. TERM. The term of this Agreement shall commence as of the date hereof and shall
continue for a period of five (5) years after the Installation Date (the "Initial Term").
The Customer shall have the right, but not the obligation, to extend the term of this
Agreement for up to two (2) additional consecutive and automatic two (2) year
periods following the expiration of the Initial Term (each, a "Renewal Term" and
collectively with the Initial Term, the "Term"). The Customer 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. SERVICES. Redflex shall provide the Redflex Photo Red Light System and the
Photo Red Light Enforcement Program to the Customer, in each case in accordance
with the terms and provisions set forth in this Agreement.
3.1. INSTALLATION. With respect to the construction and installation of (1) the
Designated Intersection Approaches and the installation of the Redflex Photo
Red Light System at such Designated Intersection Approaches, the Customer and
Redflex shall have the respective rights and obligations set forth on Exhibit B
attached hereto and incorporated herein by reference.
3.2. MAINTENANCE. With respect to the maintenance of the Redflex Photo Red
Light System at the Designated Intersection Approaches, the Customer and
Redflex shall have the respective rights and obligations set forth on Exhibit C
attached hereto and incorporated herein by reference.
3.3. 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
Customer shall have the respective rights and obligations set forth on Exhibit E
attached hereto and incorporated herein by reference.
3.4. CHANGE ORDERS. The Customer 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"). 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 pricing terms set forth in Exhibit D (the
"Change Order Proposal"), which Change Order Proposal shall include (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
Customer. Following the Customer'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 Exhibit D 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 Section
10.
4. License; Reservation of Rights.
4.1. License. Subject to the terms and conditions of this Agreement, Redflex hereby
grants the Customer, and the Customer 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 Elgin, access
and use the Redflex Photo Red Light System for the sole purpose of reviewing
Potential Violations and authorizing the issuance of Citations pursuant to the
terms of the Violation Processing Service Agreement that the Parties intend to
enter into, and to print copies of any content posted on the Redflex Photo Red
Light System in connection therewith, (b) disclose to the public (including
outside of the City of Elgin that Redflex is providing services to the Customer in
connection with Photo Red Light 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
Photo Red Light Enforcement Program, so long as any and all such publications
or materials are approved in advance by Redflex.
4.2. RESERVATION OF RIGHTS. The Customer hereby acknowledges and agrees
that: (a) Redflex is the sole and exclusive owner of the Redflex Photo Red Light
System, the Redflex Marks, all Intellectual Property arising from or relating to
the Redflex Photo Red Light System, and any and all related Equipment, (b) the
Customer 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 Customer
pursuant to this Agreement, the Customer shall gain no additional right, title or
interest therein.
4.3. RESTRICTED USE. The Customer hereby covenants and agrees that it shall not
(a) make any modifications to the Redflex Photo Red Light 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
Customer's use of the Redflex System pursuant to the terms of this Agreement
without first obtaining the prior consent of Redflex, or (e) disassemble, de-
compile or otherwise perform any type of reverse engineering to the Redflex
Photo Red Light 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.
4.4. 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 Customer 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.
4.5. INFRINGEMENT. The Customer 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 4.5, then the Customer
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 Customer for any reasonable costs
incurred in providing such cooperation and assistance.
4.6. INFRINGING USE. The Customer shall give Redflex prompt written notice of
any action or claim action or claim, whether threatened or pending, against the
Customer 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 Customer 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
Customer 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 Customer the right to keep using the
allegedly infringing items, modify them to avoid the alleged infringement or
replace them with non-infringing items.
5. Representations and Warranties.
5.1. Redflex Representations and Warranties.
5.1.1. Authority. Redflex hereby warrants and represents that it has all right,
power and authority to execute and deliver this Agreement and perform its
obligations hereunder.
5.1.2. Professional Services. Redflex hereby warrants and represents that any
and all services provided by Redflex pursuant to this Agreement shall be
performed in a professional and workmanlike manner and, with respect to
the installation of the Redflex Photo Red Light System, subject to applicable
law, in compliance with all specifications provided to Redflex by the
Customer.
5.2. Customer Representations and Warranties.
5.2.1. Authority. The Customer hereby warrants and represents that it has all
right, power and authority to execute and deliver this Agreement and
perform its obligations hereunder.
5.2.2. Professional Services. The Customer hereby warrants and represents that
any and all services provided by the Customer pursuant to this Agreement
shall be performed in a professional and workmanlike manner.
5.3. LIMITED WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, REDFLEX MAKES NO WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WITH RESPECT TO THE REDFLEX PHOTO RED
LIGHT SYSTEM OR ANY RELATED EQUIPMENT OR WITH RESPECT TO
THE RESULTS OF THE CUSTOMER'S USE OF ANY OF THE FOREGOING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH
HEREIN, REDFLEX DOES NOT WARRANT THAT ANY OF THE
DESIGNATED INTERSECTION APPROACHES OR THE REDFLEX PHOTO
RED LIGHT SYSTEM WILL OPERATE IN THE WAY THE CUSTOMER
SELECTS FOR USE, OR THAT THE OPERATION OR USE THEREOF WILL
BE UNINTERRUPTED. THE CUSTOMER HEREBY ACKNOWLEDGES
THAT THE REDFLEX PHOTO RED LIGHT SYSTEM MAY MALFUNCTION
FROM TIME TO TIME, AND SUBJECT TO THE TERMS OF THIS
AGREEMENT, REDFLEX SHALL DILIGENTLY ENDEAVOR TO CORRECT
ANY SUCH MALFUNCTION IN A TIMELY MANNER.
6. Termination.
6.1. TERMINATION FOR CAUSE: Either Party shall have the right to terminate
this Agreement immediately by written notice to the other if (i) Illinois law is
amended to prohibit or substantially change the operation of "automated traffic
law enforcement systems," as defined in the Illinois Vehicle Code; (ii) any court
having jurisdiction over the Customer rules, or state or federal statute declares,
that results from the Redflex Photo Red Light System of automated traffic law
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 Customer 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.
6.2. The rights to terminate this Agreement given in this Section 6.1 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.
6.3. 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 6.3, upon the termination of this
Agreement, all of the provisions of this Agreement shall terminate and:
6.3.1. Redflex shall (i) immediately cease to provide services, including but not
limited to work in connection with the construction or installation activities
and services in connection with the Redflex Photo Red Light System and the
Photo Red Light Enforcement Program, (ii) promptly deliver to the
Customer any and all Proprietary Property of the Customer provided to
Redflex pursuant to this Agreement, (iii) promptly deliver to the Customer a
final report regarding the collection of data in such format and for such
periods as the Customer 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, and (iv) promptly deliver to
Customer a final invoice stating all fees and charges properly owed by
Customer to Redflex for work performed by Redflex pursuant to this
Agreement prior to the termination.
6.3.2. The Customer shall (i) immediately cease using the Photo Red Light
Enforcement Program, accessing the Redflex Photo Red Light System and
using any other Intellectual Property of Redflex, (ii) promptly deliver to
Redflex any and all Proprietary Property of Redflex provided to the
Customer pursuant to this Agreement, and (iii) promptly pay any and all
fees, charges and amounts properly owed by Customer to Redflex for work
performed pursuant to this Agreement prior to the termination.
6.3.3. Unless the Customer and Redflex have agreed to enter into a new
agreement relating to the Redflex Photo Red Light System and the Photo
Red Light 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.
6.4. SURVIVAL. Notwithstanding the foregoing, the definitions and each of the
following shall survive the termination of this Agreement: (x) Sections 4.2
(Reservation of Rights), 5.1 (Redflex Representations and Warranties), 5.2
(Customer Representations and Warranties), 5.3 (Limited Warranty), 7
(Confidentiality), 8 (Indemnification and Liability), 9 (Notices), 10 (Dispute
Resolution), 11.1 (Assignment), 11.17 (Applicable Law), 11.16 (Injunctive
Relief; Specific Performance) and 11.18 (Jurisdiction and Venue), and (y) 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.
7. CONFIDENTIALITY. During the term of this Agreement and for a period of three
(3) years thereafter, neither Party shall disclose to any third person, or use for itself in
any way for pecuniary gain, any Confidential Information learned from the other
Party during the course of the negotiations for this Agreement or during the Term of
this Agreement. Upon termination of this Agreement, each Party shall return to the
other all tangible Confidential Information of such party. Each Party shall retain in
confidence and not disclose to any third party any Confidential Information without
the other Party's express written consent, except (a) to its employees who are
reasonably required to have the Confidential Information, (b) to its agents,
representatives, attorneys and other professional advisors that have a need to know
such Confidential Information, provided that such parties undertake in writing (or are
otherwise bound by rules of professional conduct) to keep such information strictly
confidential, and (c) pursuant to, and to the extent of, a request or order by any
Governmental Authority, including laws relating to public records.
8. Indemnification and Liability.
8.1. Indemnification by Redflex. Subject to Section 8.3, Redflex hereby agrees to
defend and indemnify the Customer and its affiliates, shareholders or other
interest holders, managers, officers, elected officials, directors, employees,
agents, representatives and successors, permitted assignees and each of their
affiliates, and all persons acting by, through, under or in concert with them, or
any of them (individually a "Customer Party" and collectively, the "Customer
Parties") against, and to protect, save and keep harmless the Customer Parties
from, and to pay on behalf of or reimburse the Customer Parties as and when
incurred for, any and all liabilities, obligations, losses, damages, penalties,
demands, claims, actions, suits, judgments, settlements, costs, expenses and
disbursements (including reasonable attorneys', accountants' and expert
witnesses' fees) of whatever kind and nature (collectively, "Losses"), which may
be imposed on or incurred by any Customer Party arising out of or related to (a)
any material misrepresentation, inaccuracy or breach of any covenant, warranty
or representation of Redflex contained in this Agreement, or (b) the willful
misconduct of Redflex, its employees or agents which result in death or bodily
injury to any natural person (including third parties) or any damage to any real or
tangible personal property (including the personal property of third parties),
except to the extent caused by the willful misconduct of any Customer Party.
8.2. Indemnification by Customer. Subject to Section 8.3,the Customer hereby agrees
to defend and indemnify Redflex and its affiliates, shareholders or other interest
holders, managers, officers, directors, employees, agents, representatives and
successors, permitted assignees and all persons acting by, through, under or in
concert with them, or any of them (individually a "Redflex Party" and
collectively, the "Redflex Parties") against, and to protect, save and keep
harmless the Redflex Parties from, and to pay on behalf of or reimburse the
Redflex Parties as and when incurred for, any and all Losses which may be
imposed on or incurred by any Redflex Party arising out of or in any way related
to (a) any material misrepresentation, inaccuracy or breach of any covenant,
warranty or representation of the Customer contained in this Agreement, (b) the
willful misconduct of the Customer, its employees, contractors or agents which
result in death or bodily injury to any natural person (including third parties) or
any damage to any real or tangible personal property (including the personal
property of third parties), except to the extent caused by the willful misconduct
of any Redflex Party, (c) any claim, action or demand not caused by Redflex's
failure to perform its obligations under this Agreement, or (d) any claim, action
or demand challenging the Customer's use of the Redflex Photo Red Light
System or any portion thereof, the validity of the results of the Customer's use of
the Redflex Photo Red Light System or any portion thereof, or the validity of the
Citations issued, prosecuted and collected as a result of the Customer's use of the
Redflex Photo Red Light System or any portion thereof.
8.3. Indemnification Procedures. In the event any claim, action or demand (a
"Claim") in respect of which any Party hereto seeks indemnification from the
other, the Party seeking indemnification (the "Indemnified Party") shall give the
Party from whom indemnification is sought (the "Indemnifying Party") written
notice of such Claim promptly after the Indemnified Party first becomes aware
thereof; provided, however, that failure to give such notice shall not preclude
indemnification with respect to such Claim except to the extent of any additional
or increased Losses or other actual prejudice directly caused by such failure. The
Indemnifying Party shall have the right to choose counsel to defend such Claim
(subject to the approval of such counsel by the Indemnified Party, which
approval shall not be unreasonably withheld, conditioned or delayed), and to
control, compromise and settle such Claim, and the Indemnified Party shall have
the right to participate in the defense at its sole expense; provided, however, the
Indemnified Party shall have the right to take over the control of the defense or
settlement of such Claim at any time if the Indemnified Party irrevocably waives
all rights to indemnification from and by the Indemnifying Party. The
Indemnifying Party and the Indemnified Party shall cooperate in the defense or
settlement of any Claim, and no Party shall have the right enter into any
settlement agreement that materially affects the other Party's material rights or
material interests without such Party's prior written consent, which consent will
not be unreasonably withheld or delayed.
8.4. LIMITED LIABILITY. Notwithstanding anything to the contrary in this
Agreement, neither Party shall be liable to the other, by reason of any
representation or express or implied warranty, condition or other term or any duty
at common or civil law, for any indirect, incidental, special, lost profits or
consequential damages, however caused and on any theory of liability arising out
of or relating to this Agreement.
9. NOTICES. Any notices to be given hereunder shall be in writing, and shall be
deemed to have been given (a) upon delivery, if delivered by hand, (b) three (3) days
after being mailed first class, certified mail, return receipt requested, postage and
registry fees prepaid, or (c) one Business Day after being delivered to a reputable
overnight courier service, excluding the U.S. Postal Service, prepaid, marked for next
day delivery, if the courier service obtains a signature acknowledging receipt, in each
case addressed or sent to such Party as follows:
9.1. Notices to Redflex:
Redflex Traffic Systems, Inc.
15020 North 74th Street
Scottsdale, AZ 85260
Attention: Ms. Karen Finley
Facsimile: (480) 607-5552
9.2. Notices to the Customer:
City of Elgin
Lisa A. Womack
Chief of Police
City of Elgin
150 Dexter Court
Elgin, IL 60120-5555
847.931.2750
With a copy to:
City of Elgin
William A. Cogley
Corporation Counsel
City of Elgin
150 Dexter Court
Elgin, IL 60120-5555
847.931.5665
10. DISPUTE RESOLUTION. 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 Section 10, 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.
11. Miscellaneous.
11.1. Assignment. Neither Party may assign all or any portion of this
Agreement without the prior written consent of the other, which consent shall not
be unreasonably withheld or delayed; provided, however, the Customer hereby
acknowledges and agrees that the execution (as outlined in Exhibit F), delivery
and performance of Redflex's rights pursuant to this Agreement shall require a
significant investment by Redflex, and that in order to finance such investment,
Redflex may be required to enter into certain agreements or arrangements
("Financing Transactions") with equipment lessors, banks, financial institutions
or other similar persons or entities (each, a "Financial Institution" and
collectively, "Financial Institutions"). The Customer hereby agrees that Redflex
shall have the right to assign, pledge, hypothecate or otherwise transfer
("Transfer") its rights, or any of them, under this Agreement to any Financial
Institution in connection with any Financing Transaction between Redflex and
any such Financial Institution, subject to the Customer's prior written approval,
which approval shall not be unreasonably withheld or delayed. The Customer
further acknowledges and agrees that in the event that Redflex provides written
notice to the Customer that it intends to Transfer all or any of Redflex's rights
pursuant to this Agreement, and in the event that the Customer fails to provide
such approval or fails to object to such Transfer within forty-five (45) business
days after its receipt of such notice from Redflex, for the purposes of this
Agreement, the Customer shall be deemed to have consented to and approved
such Transfer by Redflex. Notwithstanding the above, this Agreement shall inure
to the benefit of, and be binding upon, the Parties hereto, and their respective
successors or assigns.
11.2. RELATIONSHIP BETWEEN REDFLEX AND THE CUSTOMER.
Nothing in this Agreement shall create, or be deemed to create, a partnership,
joint venture or the relationship of principal and agent or employer and employee
between the Parties. The relationship between the Parties shall be that of
independent contractors, and nothing contained in this Agreement shall create the
relationship of principal and agent or otherwise permit either Party to incur any
debts or liabilities or obligations on behalf of the other Party (except as specifically
provided herein).
11.3. AUDIT RIGHTS. Each of the Parties hereto shall have the right to audit
to audit the books and records of the other Party hereto (the "Audited Party")
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, and
in the event that any such audit establishes that the Audited Party has underpaid
any payment by more than twenty five percent (25%) of the amount of actually
owing, the cost of such audit shall be borne by the Audited Party. 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.
11.4. FORCE MAJEURE. Neither Party will be liable to the other or be
deemed to be in breach of this Agreement for any failure or delay in rendering
performance arising out of causes beyond its reasonable control and without its
fault or negligence. Such causes may include but are not limited to, acts of God
or the public enemy, terrorism, significant fires, floods, earthquakes, epidemics,
quarantine restrictions, strikes, freight embargoes, or Governmental Authorities
approval delays which are not caused by any act or omission by Redflex, and
unusually severe weather. The Party whose performance is affected agrees to
notify the other promptly of the existence and nature of any delay.
11.5. ENTIRE AGREEMENT. This Agreement represents the entire
Agreement between the Parties, and there are no other agreements (other than
invoices and purchase orders), whether written or oral, which affect its terms.
This Agreement may be amended only by a subsequent written agreement signed
by both Parties.
11.6. 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.
11.7. WAIVER. Any waiver by either Party of a breach of any provision of this
Agreement shall not be considered as a waiver of any subsequent breach of the
same or any other provision thereof
11.8. CONSTRUCTION Except as expressly otherwise provided in this
Agreement, this Agreement shall be construed as having been fully and
completely negotiated and neither the Agreement nor any provision thereof shall
be construed more strictly against either Party.
11.9. HEADINGS. The headings of the sections contained in this Agreement
are included herein for reference purposes only, solely for the convenience of the
parties hereto, and shall not in any way be deemed to affect the meaning,
interpretation or applicability of this Agreement or any term, condition or
provision hereof.
11.10. EXECUTION AND COUNTERPARTS. This Agreement may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, and such counterparts together shall
constitute only one instrument. Any one of such counterparts shall be sufficient
for the purpose of proving the existence and terms of this Agreement and no
Party shall be required to produce an original or all of such counterparts in
making such proof.
11.11. COVENANT OF FURTHER ASSURANCES. All Parties to this
Agreement shall, upon request, perform any and all acts and execute and deliver
any and all certificates, instruments and other documents that may be necessary
or appropriate to carry out any of the terms, conditions and provisions hereof or
to carry out the intent of this Agreement.
11.12. REMEDIES CUMULATIVE. Each and all of the several rights and
remedies provided for in this Agreement shall be construed as being cumulative
and no one of them shall be deemed to be exclusive of the others or of any right
or remedy allowed by law or equity, and pursuit of any one remedy shall not be
deemed to be an election of such remedy, or a waiver of any other remedy.
11.13. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon all of the Parties hereto and their respective executors,
administrators, successors and permitted assigns.
11.14. COMPLIANCE WITH LAWS. Nothing contained in this Agreement
shall be construed to require the commission of any act contrary to law, and
whenever there is a conflict between any term, condition or provision of this
Agreement and any present or future statute, law, ordinance or regulation
contrary to which the Parties have no legal right to contract, the latter shall
prevail, but in such event the term, condition or provision of this Agreement
affected shall be curtailed and limited only to the extent necessary to bring it
within the requirement of the law, provided that such construction is consistent
with the intent of the Parties as expressed in this Agreement.
11.15. NO THIRD PARTY BENEFIT. Nothing contained in this Agreement
shall be deemed to confer any right or benefit on any Person who is not a party to
this Agreement.
11.16. INJUNCTIVE RELIEF; SPECIFIC PERFORMANCE. The Parties
hereby agree and acknowledge that a breach of Sections 4.1 (License), 4.3
(Restricted Use) or 7 (Confidentiality) of this Agreement would result in severe
and irreparable injury to the other Party, which injury could not be adequately
compensated by an award of money damages, and the Parties therefore agree and
acknowledge that they shall be entitled to injunctive relief in the event of any
breach of any material term, condition or provision of this Agreement, or to
enjoin or prevent such a breach, including without limitation an action for
specific performance hereof.
11.17. APPLICABLE LAW. This Agreement shall be governed by and
construed in all respects solely in accordance with the laws of the State of
Illinois.
11.18. JURISDICTION AND VENUE. Any dispute arising out of or in
connection with this Agreement shall be submitted to the exclusive jurisdiction
and venue of the courts located in the County of Kane, and both Parties
specifically agrees to be bound by the jurisdiction and venue thereof.
(The remainder of this page is left intentionally blank)
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day
and year first set forth above.
"Customer" "Redflex"
CITY OF ELGIN REDFLEX TRAFFIC SYSTEMS, INC.,
By: NO - �-- By: ►_
Name: Olu :mlrrolarin, Name: Karen Finley
Title: C.' M. _ :- Title: President and CEO
Attest:
Diane Robertson, Cit Clerk
EXHIBIT "A"
Designated Intersection Approaches
The contract is for the implementation of up to 50 (fifty) intersections. Identification of
enforced intersection will be based on mutual agreement between Redflex and the
Customer as warranted by community safety and traffic needs.
EXHIBIT "B"
Construction and Installation Obligations
Timeframe for Installation: Fixed Photo Red Light System
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 Customer.
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
Customer agrees that the estimated timeframe for installation and activation are subject to
conditions beyond the control of Redflex and are not guaranteed.
In order to provide the client with timely completion of the photo enforcement project
Redflex requires that the Customer assist with providing timely approval of permits
requested in connection with the Reflex Photo Red Light System. The Customer
acknowledges the importance of the safety program and, in order to keep the project on
schedule, the Customer and its professionals and consultants shall review Redflex permit
requests and all documentation within two (2) business days after receipt. Redflex will
make any necessary any revisions to such permit applications within two (2) business
days after receipt of comments by the Customer. Permits must be received within five
(5) business days of first submittal in order to implement the program in a timely manner.
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 one (1) to four (4) people to assist the Redflex Project Manager;
1.2. Request current "as-built" electronic engineering drawings for the Designated
Intersection Approaches (the "Drawings") from the Customer;
1.3. Develop and submit to the Customer 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
1.4. 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 Customer permit applications.
1.5. Finalize the acquisition of the Approvals;
1.6. Submit to the Customer a public awareness strategy for the Customer's
consideration and approval, which strategy shall include media and educational
materials for the Customer's approval or amendment (the "Awareness Strategy");
1.7. Develop the Photo Redlight Violation Criteria in consultation with the Customer;
1.8. Develop the Enforcement Documentation for approval by the Customer, which
approval shall not be unreasonably withheld;
1.9. Complete the installation and testing of all necessary Equipment, including
hardware and software, at the Designated Intersection Approaches (under the
supervision of the Customer);
1.10. 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;
1.11. Install and test the functionality of the Designated Intersection Approaches
with the Redflex Photo Red Light System and establish fully operational
Violation processing capability with the Redflex Photo Red Light System;
1.12. Implement the use of the Redflex Photo Red Light System at each of the
Designated Intersection Approaches;
1.13. Deliver the Materials to the Customer; and
1.14. Provide training (i) for up to fifteen (15) personnel of the Customer,
including but not limited to the persons who Customer 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 Photo Red Light System
and the Redlight Photo Enforcement Program, which training shall include
training with respect to the Redflex Photo Red Light System and its operations,
strategies for presenting Violations Data in court and judicial proceedings and a
review of the Enforcement Documentation; and
1.15. Provide reasonable public relations resources and media materials to the
Customer in the event that the Customer elects to conduct a public launch of the
Redlight Photo Enforcement Program.
2. CUSTOMER OBLIGATIONS. The Customer shall do or cause to be done each of
the following (in each case, unless otherwise stated below, at Customer's sole
expense):
2.1.1. Appoint the Police Project Manager;
2.1.2. Provide an Administrative Hearing Officer to preside over Appeals
Hearings for the Customer;
2.1.3. Assist Redflex in obtaining the Drawings from the relevant Governmental
Authorities;
2.1.4. 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;
2.1.5. Provide assistance to Redflex in obtaining access to the records data of the
Secretary of State in Redflex's capacity as an independent contractor to the
Customer;
2.1.6. Assist Redflex in seeking the Approvals;
2.1.7. Provide reasonable access to the Customer's properties and facilities in
order to permit Redflex to install and test the functionality of the Redflex
Photo Red Light System at Designated Intersection Approaches and the
functionality of the Photo Red Light Enforcement Program;
2.1.8. Provide reasonable access to the personnel of the Customer and reasonable
information about the specific operational requirements of such personnel
for the purposes of performing training;
2.1.9. Seek approval or amendment of Awareness Strategy and provide written
notice to Redflex with respect to the quantity of media and program
materials (the "Materials") that the Customer will require in order to
implement the Awareness Strategy during the period commencing on the
date on which Redflex begins the installation of the Redflex Photo Red Light
System at any of the Designated Intersection Approaches and ending one (1)
month after the Installation Date;
2.1.10. Assist Redflex in developing the Photo Redlight Violation Criteria; and
2.1.11. Seek approval of the Enforcement Documentation.
EXHIBIT "C"
Maintenance
1. All repair and maintenance of the Redflex Photo Red Light 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 Photo Red Light
System and all other Equipment in reasonably clean and graffiti-free condition.
2. Redflex shall not open the Traffic Signal Controller Boxes outside the presence of an
appropriate representative of the Redflex.
3. The provision of all necessary communication, broadband and telephone services to
the Designated Intersection Approaches will be the sole responsibility of the Redflex.
4. The provision of all necessary electrical services to the Designated Intersection
Approaches will be the sole responsibility of Redflex.
5. 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.
6. The Redflex Project Manager (or a reasonable alternate) shall be available to the
Police Project Manager each day, on a reasonable best efforts basis.
EXHIBIT "D"
COMPENSATION & PRICING
FIXED FEE
There shall be a fixed fee of $4,395 Per Month Per Designated Intersection Approach
("Approach") as full remuneration for performing all of the services contemplated in this
Agreement.
Cost Neutrality
Cost neutrality is assured to Customer- Customer will never be required to pay
Redflex more than actual cash received.
Redflex's' turnkey program includes Redflex establishing a lock box bank account
to which the gross cash received from automated Red Light violations less the
Redflex fees will be paid to the Village on a monthly basis. In the event
insufficient gross cash receipts exist to pay a monthly invoiced amount in full,
Redflex shall carry forward any balance owed by the Village and such balances to
the extent possible shall be satisfied from future gross receipts. Redflex shall
provide a detailed accounting and shall first credit any outstanding balance or
portion of an outstanding balance from the available gross cash receipts from each
month.
The Customer agrees to pay Redflex within thirty (30) days after the invoice is
received. Customer shall be obligated to pay the cumulative balance invoiced by
Redflex, in accordance with terms set forth above, to the extent of gross cash
received by the Customer from automated red light violations. In the event
that a balance remains unpaid due to a deficit in gross cash received by the
Customer compared to invoiced amounts, Customer will provide to Redflex
with each monthly payment, an accounting of such gross receipts supporting
the amount withheld (unless payments are directed to a Redflex provided lock
box bank).
1. In the event that the contract ends or is terminated and an invoiced balance
is still owed to Redflex, all subsequent receipts from automated red light violations
for a period of 12 months from date of termination will be applied to such balance
and paid to Redflex
2. Payment will only be made by Customer up to the amount of cash received
by Customer through the collection of red light citation up to the amount currently
due.
3. Customer to open special revenue account and payments to Redflex will
come only from the available balance in that account up to the amount currently
due, including any unpaid prior invoiced amounts.
4. Cost neutrality will be reconciled and any necessary adjustments made at
the end of the contract.
5. Cost neutrality is guaranteed except as follows:
• If police fail to approve violations by the due date
• If systems are de-activated due to Customer requirement
• If collections are not reasonably pursued
• If extreme circumstances beyond the control of Redflex cause the shortage
BUSINESS ASSUMPTIONS FOR ALL PRICING OPTIONS:
1. Redflex construction will be able to utilize existing conduit for installation where
space is available.
2. Each year, on the anniversary date of the contract, the pricing will increase by the
CPI. CPI will be derived from the publication of the U.S. Department of Labor
Consumer Price Index for U.S. City average.
3. Except where a balance remains unpaid due to a deficit in the gross cash received as
described herein, Customer agrees to pay Redflex within thirty (30) days after the
invoice is received. A monthly late fee of 1.5% is payable for amounts remaining
unpaid 60 days from date of invoice.
4. The provision of all necessary communication, broadband and telephone services to
the Designated Intersection Approaches will be the sole responsibility of Redflex
5. The on-going provision of any and all necessary electrical power to the Designated
Intersection Approaches will be the sole responsibility of the Customer
6. The Customer shall require any and all employees who may operate or occupy the
Equipped Motor Vehicles to complete a mandatory training program to insure that (a)
the Equipped Motor Vehicles are operated in a safe manner and (b) all warnings and
instructions that accompany the Equipped Motor Vehicles are understood and heeded.
7. Redflex shall be solely responsible for installing required signage. Customer 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 Customer shall assist
in determining the placement of such Signage. Redflex shall submit signage design
drawings to the appropriate local authority for approval. Any changes or
modifications to signage requirements will be the responsibility of the Customer.
8. Required Credit Card fees will not be considered to be revenue received and are the
responsibility of the violator.
9. Roadway/Intersection improvement projects: Customer shall reimburse Redflex the
costs of replacing and or modification of operational system approaches.
10. If a system is deactivated at the Customer's request due to roadway construction, the
monthly fee will continue.
Exhibit"E"
Additional Rights and Obligations
Redflex and the Customer shall respectively have the additional rights and obligations set
forth below:
1. Redflex shall assist the Customer in public information and education efforts,
including but not limited to the development of artwork for utility bill inserts, press
releases and schedules for any public launch of the Redlight Photo Enforcement
Program (actual print and production costs are the sole responsibility of the
Customer).
2. The Customer 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 Illinois Vehicle Code, and
shall assist in determining the placement of such Signage. Redflex shall be solely
responsible for installing such Signage at each Designated Intersection Approach.
3. The 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 Project Manager and the Police Project Manager shall
mutually agree.
4. The Customer shall not access the Redflex Photo Red Light System or use the Photo
Red Light Enforcement Program in any manner other than prescribed by law, or
which restricts or inhibits any other Person from using the Redflex Photo Red Light
System or the Photo Red Light 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 Photo Red Light System or the
Photo Red Light Enforcement Program, and the Customer 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 Customer by means of hacking,
password mining or any other method whatsoever, nor shall the Customer cause any
other Person to do any of the foregoing.
5. The Customer shall maintain the confidentiality of any username, password or other
process or device for accessing the Redflex Photo Red Light System or using the
Photo Red Light Enforcement Program.
6. Redflex and the Customer 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 Customer shall obey any and all such rules and
regulations.
7. The Customer shall promptly reimburse Redflex for the cost of repairing or replacing
any portion of the Redflex Photo Red Light System, or any property or Equipment
related thereto, damaged directly or indirectly by the Customer, or any of its
employees, contractors or agents.
Insurance
1. During the Term, Redflex shall procure and maintain at Redflex's sole cost and
expense the following insurance coverage with respect to claims for injuries to
persons or damages to property which may arise from or in connection with the
performance of work or services pursuant to this Agreement by Redflex, and each
of Redflex's subcontractors, agents, representatives and employees:
a. Commercial General Liability Insurance. Commercial General Liability
Insurance with coverage limits of not less than One Million Dollars
($1,000,000) combined single limit per occurrence for bodily injury and
property damage, Two Million Dollars ($2,000,000) Products-Completed
Operations Aggregate and Two Million Dollars ($2,000,000) General
Aggregate;
b. Commercial Automobile Liability Insurance. Commercial Automobile
Liability Insurance with coverage of not less than One Million Dollars
($1,000,000) combined single limit per accident for bodily injury or
property damage, including but not limited to coverage for all automobiles
owned, non-owned and hired by Redflex;
c. Professional Liability (Errors and Omissions) Insurance. Redflex will use
its commercial best efforts to procure and maintain Professional Liability
(Errors and Omissions) Insurance with coverage of not less than Two
Million Dollars ($2,000,000) each and every claim and in the Aggregate;
and
d. Workers' Compensation and Employer's Liability Insurance. Workers'
Compensation Insurance with coverage of not less than that required by
the Labor Code of the State of (insert name), and Employer's Liability
Insurance with coverage of not less than One Million Dollars ($1,000,000)
per occurrence.
2. With respect to the Commercial General Liability Insurance the following
additional provisions shall apply:
a. The Customer Parties shall be named as additional insureds with respect
to the Commercial General Liability insurance, and such coverage shall
contain no special limitations on the scope of protection afforded to such
additional insureds;
b. The insurance coverage procured by Redflex and described above shall be
the primary insurance with respect to the Customer Parties in connection
with this Agreement, and any insurance or self-insurance maintained by
any of the Customer Parties shall be in excess, and not in contribution to,
such insurance; and
c. Any failure to comply with the reporting provisions of the various
insurance policies described above shall not affect the coverage provided
to the Customer Parties, and such insurance policies shall state the such
insurance coverage shall apply separately with respect to each additional
insured against whom any claim is made or suit is brought, except with
respect to the limits set forth in such insurance policies.
3. With respect to the insurance described in the foregoing Section of this Exhibit E,
if any of the Redflex Parties are notified by any insurer that any insurance
coverage will be cancelled, Redflex shall immediately provide 30 days written
notice thereof to the Customer and shall take all necessary actions to correct such
cancellation in coverage limits, and shall provide written notice to the Customer
of the date and nature of such correction. If Redflex, for any reason, fails to
maintain the insurance coverage required pursuant to this Agreement, such failure
shall be deemed a material breach of this Agreement, and the Customer shall have
the right, but not the obligation and exercisable in its sole discretion, to either (i)
terminate this Agreement and seek damages from Redflex for such breach, or (ii)
purchase such required insurance, and without further notice to Redflex, deduct
from any amounts due to Redflex pursuant to this Agreement, any premium costs
advance by the Customer for such insurance. If the premium costs advanced by
the Customer for such insurance exceed any amounts due to Redflex pursuant to
this Agreement, Redflex shall promptly remit such excess amount to the
Customer upon receipt of written notice thereof
4. Redflex shall provide certificates of insurance evidencing the insurance required
pursuant to the terms of this Agreement, which certificates shall be executed by
an authorized representative of the applicable insurer, and which certificates shall
be delivered to the Customer prior to Redflex commencing any work pursuant to
the terms of this Agreement.
FORM OF ACKNOWLEDGMENT AND CONSENT
This Acknowledgement and Consent, dated as of , 2008, is entered into by and
between the City of Elgin, Illinois (the "City") and Redflex Traffic Systems, Inc.,
("Redflex"), with reference to the Agreement between the City of Elgin and Redflex
Traffic Systems, Inc., for Photo Red Light Enforcement Program and Violation
Processing Program, dated as of , by and between the City and Redflex
(the "Agreement").
1. Redflex has entered into a Multicurrency Credit Agreement, dated as of
June 2, 2008 (the "Multicurrency Credit Agreement"), by and among Redflex, as
Borrower, the guarantors from time to time party thereto, as Guarantors, the lenders from
time to time party thereto, as Lenders (the "Lenders"), and Bank of Montreal, as
Administrative Agent (the "Administrative Agent"), pursuant to which the Lenders have
provided certain working capital credit facilities to Redflex. Such credit facilities will
provide Redflex the working capital that it needs to perform its obligations to the City
under the Agreement.
2. Pursuant to the Multicurrency Credit Agreement, Redflex has granted the
Administrative Agent, for the benefit of the secured creditors, a security interest in all of
Redflex's personal property as collateral for the payment and performance of Redflex's
obligations to the Administrative Agent and the Lenders under the Multicurrency Credit
Agreement. Such security interest applies to and covers all of Redflex's contract rights,
including, without limitation, all of Redflex's rights and interests under the Agreement.
3. Redflex will not, by virtue of the Multicurrency Credit Agreement, be
relieved of any liability or obligation under the Agreement, and the Administrative Agent
has not assumed any liability or obligation of Redflex under the Agreement.
4. The City hereby acknowledges notice of, and consents to, Redflex's grant
of such security interest in favor of the Administrative Agent, for the benefit of the
secured creditors, in all of Redflex's rights and interests under the Agreement pursuant to
the Multicurrency Credit Agreement.
5. The City further acknowledges and agrees that this Acknowledgement and
Consent shall be binding upon the City and shall inure to the benefit of the successors and
assigns of the Administrative Agent, and to any replacement lenders which refinance
Redflex's obligations to the Administrative Agent and the Lenders under the
Multicurrency Credit Agreement.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the City and Redflex have caused this
Acknowledgement and Consent to be executed by their respective duly authorized and
elected officers as of the date first above written.
The City: Redflex:
City of EL INOIS REDFLEX TRAFFIC SYSTEMS, INC.,
B te a Delaw e Corporation
W _
_ _
Name: Olufe F61arin By: d iL
Title: C'tt Name: Karen Finley
Title: President & CEO
28 of 28
VIOLATION PROCESSING SERVICE AGREEMENT
This Violation Processing Service Agreement (the "Service Agreement") is made as of
this 27th day of August, 2008 by and between Redflex Traffic Systems, Inc. with offices at
23751 N. 23rd Avenue, Phoenix, Arizona, 85027("Redflex"), and the City of Elgin, an Illinois
municipal corporation, with offices at 150 Dexter Court, Elgin Illinois 60120-5555 (the "Cus-
tomer"). (Redflex and the Customer are from time to time referred to as a "Party" and collec-
tively referred to as the "Parties.")
RECITALS
WHEREAS, Redflex and the Customer have entered into that certain "Agreement Be-
tween the City of Elgin and Redflex Traffic Systems, Inc. for Photo Red Light Enforcement Pro-
gram" dated August 27, 2008 (the "Program Agreement"), a copy of which is attached hereto as
Exhibit A; and
WHEREAS, the Customer has requested this Service Agreement to ensure that Viola-
tions, as defined herein, are processed efficiently and with minimal administrative burden on the
Customer's resources and personnel; and
WHEREAS, on August 27, 2008, the Corporate Authorities of the Customer adopted
Resolution No. , ("Res. "), which authorized the Customer's entry into this Ser-
vice Agreement; and
WHEREAS, this Service Agreement is entered into separately from and independently
of the Program Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and
for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
AGREEMENT
1. RECITALS. The Recitals contained in this Service Agreement and in the Program
Agreement attached hereto as Exhibit A are incorporated herein by reference as if set
forth in full.
2. DEFINITIONS. The definitions set forth in Section 1 of the Program Agreement at-
tached hereto as Exhibit A are incorporated herein by reference as if set forth in full. As
used in this Service Agreement, "Transaction" means, cumulatively, all correspondence
sent by Redflex to the registered owner (or lessee, where applicable) of a vehicle result-
ing from a single Violation.
3. VIOLATION PROCESSING. During the Operational Period, Violations shall be
processed as follows:
3.1.1. All Violations Data shall be stored on the Redflex Photo Red Light System.
1686480.3 1
3.1.2. The Redflex Photo Red Light System shall process Violations Data gathered
from the Designated Intersection Approaches into a format capable of review
by the Authorized Officer via the Redflex Photo Red Light System.
3.1.3. Redflex will apply violator name and address details to Citations according to
the information supplied by the Secretary of State.
3.1.4. The Redflex Photo Red Light System shall be accessible by the Authorized
Officer through a virtual private network in encrypted format by use of a con-
fidential password on any computer equipped with a high-speed internet con-
nection and a web browser.
3.1.5. Redflex shall provide the Authorized Officer with access to the Redflex Photo
Red Light System for the purposes of reviewing the pre-processed Violations
Data within seven (7) days of the gathering of the Violation Data from the ap-
plicable Designated Intersection Approaches.
3.1.6. The Customer shall cause the Authorized Officer to review the Violations Da-
ta and to determine whether a Citation shall be issued with respect to each Po-
tential Violation captured within such Violation Data, and transmit each such
determination in the form of an Electronic Signature to Redflex using the
software or other applications or procedures provided by Redflex on the Redf-
lex Photo Red Light System for such purpose, and REDFLEX HEREBY AC-
KNOWLEDGES AND AGREES THAT THE DECISION TO ISSUE A CI-
TATION SHALL BE THE SOLE, UNILATERAL AND EXCLUSIVE DE-
CISION OF THE AUTHORIZED OFFICER AND SHALL BE MADE IN
SUCH AUTHORIZED OFFICER'S SOLE DISCRETION (A "CITATION
DECISION"), AND IN NO EVENT SHALL REDFLEX HAVE THE ABIL-
ITY OR AUTHORIZATION TO MAKE A CITATION DECISION.
3.1.7. With respect to each Authorized Violation, Redflex shall print and mail a Ci-
tation within six (6) days after Redflex' receipt of such authorization.
3.1.8. The following information will be included on all Citations:
a. Registered owner's name and address;
b. Copies of the recorded images depicting the Violation;
c. A statement that the recorded images are evidence of a red light
violation;
d. License plate of vehicle;
e. Violation description;
f. Date, time and location of Violation;
g. Vehicle make (if readily discernable);
1686480.3 2
h. Information regarding the availability of a hearing to contest the
Violation on its merits, specifying the time and manner that such a
hearing may be had;
i. The fine imposed, the date of required payment and penalty as-
sessed for late payment;
j. A warning that a failure to pay the penalty imposed, or to timely
contest it, is an admission of liability and may result in suspension
of the owner's driving privileges;
k. A statement that the owner may proceed by paying the fine or chal-
lenging the fine in court, by mail (if a non-resident) or by adminis-
trative hearing; and
1. A statement that payment of the fine and any applicable late pay-
ment penalty shall dispose of the Violation with finality.
3.1.9. Redlfex will obtain approval from the Customer on the form of Citation to be
used.
3.1.10. Redflex shall provide a toll-free telephone number for the purposes of answer-
ing citizen inquiries. English and Spanish speaking operators will be availa-
ble.
3.1.11. Redflex will provide a full turn key lock box banking service. Redflex will
contract with an FDIC member bank for the provision of lockbox services in-
corporating the collection and banking of fine payments by means of check,
money order or credit card transaction. Redflex will provide a full monthly
accounting of fine receipts and associated transactions to the Customer and
remit fine proceeds to the Customer by check or Automated Clearing House
transaction no later than the 15th day following each month end.
3.1.12. Redflex will provide a secure website (Photonotice.com) offering violators the
ability to view still and video images of their violation and an online credit
card payment facility. Redflex reserves the right to charge the violator a mod-
est convenience fee for the use of this payment facility.
3.1.13. Redflex will mail up to three (3) additional notices of delinquent payments,
partial payments and other additional notices as required on each Transaction
in accordance with the Illinois Vehicle Code and Ord.
3.1.14. Redflex will provide the Customer with hearing evidence packs where re-
quired and will respond within fourteen (14) days to such a request
3.1.15. Redflex will, at the request of the Customer, establish a file transfer process
with the appropriate court or other Customer departments as the Customer re-
quires.
1686480.3 3
3.1.16. Redflex shall permit the Authorized Officer to generate monthly reports using
the Redflex Standard Report System.
3.1.17. Upon Redflex's receipt of a written request from the Customer and in addition
to the Standard Reports, Redflex shall provide, without cost to the Customer,
reports regarding the processing and issuance of Citations in such format and
for such periods as the Customer may reasonably request; provided, however,
Redflex shall not be obligated to provide in excess of six (6) such reports in
any given twelve (12) month period without cost to the Customer.
3.1.18. Upon the Customer's receipt of a written request from Redflex, the Customer
shall provide, without cost to Redflex, reports regarding the prosecution of Ci-
tations and the collection of fines, fees and other monies in respect thereof in
such format and for such periods as Redflex may reasonably request; pro-
vided, however, the Customer shall not be obligated to provide in excess of
six (6) such reports in any given twelve (12) month period without cost to
Redflex.
3.1.19. During the six (6) month period following the Installation Date and/or upon
Redflex's receipt of a written request from the Customer at least fourteen (14)
calendar days in advance of court proceeding, Redflex shall provide expert
witnesses for use by the Customer in prosecuting Violations; provided, how-
ever, the Customer shall use reasonable best efforts to seek judicial notice in
lieu of requiring Redflex to provide such expert witnesses.
3.1.20. During the three (3) month period following the Installation Date, Redflex
shall provide such training to police personnel as shall be reasonably neces-
sary in order to allow such personnel to act as expert witnesses on behalf of
the Customer with respect to the Photo Red Light Enforcement Program.
4. PROSECUTION AND COLLECTION; COMPENSATION. The Customer shall dili-
gently prosecute Citations and the collection of all fines and penalties in respect the-
reof, and Redflex shall have the right to receive, and the Customer shall be obligated to
pay, the compensation set forth on Exhibit B attached hereto.
5. INCORPORATION OF OTHER TERMS. Sections 2, 4, 5, 6, 7, 8, 9, 10 and 11 of the
Program Agreement attached hereto as Exhibit A are incorporated herein by reference
as if set forth in full.
6. PROCEDURES UPON TERMINATION. Upon termination of this Service Agree-
ment, Redflex shall promptly deliver to the Customer a final report regarding the is-
suance of Citations, promptly deliver to the Customer a final invoice stating all fees and
charges properly owed by the Customer to Redflex for Citations issued prior to the ter-
mination, and provide such assistance as the Customer may reasonably request from
time to time in connection with prosecuting and enforcing Citations issued prior to the
termination of the Service Agreement. The Customer shall promptly pay and all fess,
charges and amounts properly owed by the Customer to Redflex for Citations issued by
Redflex prior to the termination.
1686480.3 4
IN WITNESS WHEREOF, the Parties hereto have executed this Service Agreement as of the
day and year first set forth above.
"Customer" "Redflex"
CITY OF ELGIN REDFL X TRAFFIC SYSTEMS, INC.,
By: �, -\- -•a�•�a.,,� By: te-`/1 yds.
Name: Oluf- i Fblarin Name: Karen Finley
Title: ity M. ager Title: President and CEO
ATTEST:
` b _ .stirr
Diane Robertson, City C -rk
1686480.3 5
EXHIBIT A
PROGRAM AGREEMENT
1686480.3 6
EXHIBIT "B"
COMPENSATION & PRICING
$4.80 per Transaction processed.
Cost Neutrality
Cost neutrality is assured to Customer - Customer will never be required to pay Redflex
more than actual cash received.
Redflex's' turnkey program includes Redflex establishing a lock box bank account to
which the gross cash received from automated Red Light violations less the Redflex fees
will be paid to the Village on a monthly basis. In the event insufficient gross cash receipts
exist to pay a monthly invoiced amount in full, Redflex shall carry forward any balance
owed by the Village and such balances to the extent possible shall be satisfied from future
gross receipts. Redflex shall provide a detailed accounting and shall first credit any out-
standing balance or portion of an outstanding balance from the available gross cash re-
ceipts from each month.
The Customer agrees to pay Redflex within thirty (30) days after the invoice is received.
Customer shall be obligated to pay the cumulative balance invoiced by Redflex, in accor-
dance with terms set forth above, to the extent of gross cash received by the Customer from
automated red light violations. In the event that a balance remains unpaid due to a deficit
in gross cash received by the Customer compared to invoiced amounts, Customer will pro-
vide to Redflex with each monthly payment, an accounting of such gross receipts support-
ing the amount withheld (unless payments are directed to a Redflex provided lock box
bank).
1. In the event that the contract ends or is terminated and an invoiced balance is still
owed to Redflex, all subsequent receipts from automated red light violations for a period of
12 months from date of termination will be applied to such balance and paid to Redflex
2. Payment will only be made by Customer up to the amount of cash received by Cus-
tomer through the collection of red light citation up to the amount currently due.
3. Customer to open special revenue account and payments to Redflex will come only
from the available balance in that account up to the amount currently due, including any
unpaid prior invoiced amounts.
4. Cost neutrality will be reconciled and any necessary adjustments made at the end of
the contract.
5. Cost neutrality is guaranteed except as follows:
• If police fail to approve violations by the due date
• If systems are de-activated due to Customer requirement
• If collections are not reasonably pursued
• If extreme circumstances beyond the control of Redflex cause the shortage
1686480.3 7
BUSINESS ASSUMPTIONS FOR ALL PRICING OPTIONS:
1. Redflex construction will be able to utilize existing conduit for installation where space is
available.
2. Each year, on the anniversary date of the contract, the pricing will increase by the CPI. CPI
will be derived from the publication of the U.S. Department of Labor Consumer Price Index
for U.S. City average.
3. Except where a balance remains unpaid due to a deficit in the gross cash received as de-
scribed herein, Customer agrees to pay Redflex within thirty (30) days after the invoice is re-
ceived. A monthly late fee of 1.5% is payable for amounts remaining unpaid 60 days from
date of invoice.
4. The provision of all necessary communication, broadband and telephone services to the Des-
ignated Intersection Approaches will be the sole responsibility of Redflex
5. The on-going provision of any and all necessary electrical power to the Designated Intersec-
tion Approaches will be the sole responsibility of the Customer
6. The Customer shall require any and all employees who may operate or occupy the Equipped
Motor Vehicles to complete a mandatory training program to insure that (a) the Equipped
Motor Vehicles are operated in a safe manner and (b) all warnings and instructions that ac-
company the Equipped Motor Vehicles are understood and heeded.
7. Redflex shall be solely responsible for installing required signage. Customer 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 li-
mited to the Vehicle Code, and Customer shall assist in determining the placement of such
Signage. Redflex shall submit signage design drawings to the appropriate local authority for
approval. Any changes or modifications to signage requirements will be the responsibility of
the Customer.
8. Required Credit Card fees will not be considered to be revenue received and are the respon-
sibility of the violator.
9. Roadway/Intersection improvement projects: Customer shall reimburse Redflex the costs of
replacing and or modification of operational system approaches.
10. If a system is deactivated at the Customer's request due to roadway construction, the monthly
fee will continue.
1686480.3 8