redflex contract with paradise valley 2013

8/9/2019 Redflex Contract with Paradise Valley 2013

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1 5 Confidential or Private Infonnation means, with respect to any Person,

any infonnation, matter or thing o a secret, confidential or private nature,

whether or not so labeled, which is connected with such Person's business

or methods

o

operation or concerning any

o

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

o

which could be detrimental to such

Person, including but not limited to:

1.5.1 Matters

o

a business nature, including but not limited to infonnation

relating to development plans, costs, finances, marketing plans, data,

procedures, business opportunities, marketing methods, plans and

strategies, the costs o 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

1.5.2 Matters o a technical nature, including but not limited to product

infonnation, trade secrets, know-how, fonnulae, innovations,

inventions, devices, discoveries, techniques, fonnats, processes,

methods, specifications, designs, patterns, schematics, data, access or

security codes, compilations o infonnation, test results and research

and development projects. For purposes

o

this Agreement, the tenn

trade secrets shall mean the broadest and most inclusive

interpretation

o

trade secrets.

1.5.3 Notwithstanding the foregoing, Confidential Infonnation will not

include infonnation that: (i) was generally available to the public or

otherwise part

o

the public domain at the time

o

its disclosure,

(ii) became generally available to the public or otherwise part

o

the

public domain after its disclosure and other than through any act or

omission by any party hereto in breach o 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 o competent

jurisdiction to be disclosed, or (v) was required by applicable state

law to be disclosed.

1.6 Designated Intersection Approaches means the Intersection Approaches

identified by the Town as current and future locations at which a system

shall be or is installed by Redflex and/or the Town as a Photo Red Light and

Speed Enforcement installation, as further provided for herein. See Exhibit

A for the list o current and potential future Designated Intersection

Approaches.

1 7

Electronic Signature means the method through which the Authorized

Agent indicates his or her approval

o

the issuance

o

a Citation or Notice

o

Violation in respect

o

a Potential Violation using the Redflex System, when

and i the Town chooses to implement Town approval for Redflex to issue

Citations and Notices o Violation.

1 8

Enforcement Documentation means the necessary and appropriate

documentation related to the Photo Red Light and Speed Enforcement

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Program, including but not limited to: warning letters, Notices

of

Violation,

citation notices (using the specifications of

the Town), a numbering

sequence for use on all citation notices (in accordance with applicable

rules), instructions to accompany each issued Citation (including in such

instructions a description of basic procedures, payment options and

information regarding the viewing

of

images and data collected by the

Redflex System), chain

of

custody records, criteria regarding operational

policies for processing Citations (including with respect to coordinating with

the applicable vehicle registry), and technical support documentation for

applicable judicial and hearing officers.

1 9 Equipped Motor Vehicles means motor vehicles and/or trailers that have

been obtained by Redflex, or, as the case may be, by the Town, from a

manufacturer and which are modified and equipped by Redflex to be part

of

the Redflex Photo Enforcement System.

1.10 Equipment means any and all vehicles, approach cameras, sensors,

equipment, components, products, software, and other tangible and

intangible property relating to the Redflex Photo Enforcement System(s),

whether owned by the Town or Redflex.

1 11 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.

1.12 Installation Date means the date on which Redflex completes the

construction and installation

of

each Intersection Approach or the

modification and preparedness

of

each Equipped Motor Vehicle in

accordance with the terms

of

this Agreement so that each such Intersection

Approach or Equipped Motor Vehicle is operational for the purposes

of

functioning with the Photo Red Light and Speed Enforcement Program.

1 13

Intellectual Property means, with respect to any Person, any and all now

known or hereafter known tangible and intangible (i) rights associated with

works of authorship throughout the world, including, but not limited to,

copyrights, moral rights and mask-works, (ii) trademark and trade name

rights and similar rights, (iii) trade secrets rights, (iv) patents, designs,

algorithms and other industrial property rights, (v) 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 (vi) all registrations, initial applications, renewals,

extensions, continuations, divisions or reissues thereof now or hereafter in

force (including any rights in any

of

the foregoing),

of

such Person.

1.14 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 Photo Red Light and Speed Enforcement by

the Town.

1.15 License Plate Reader or LPR means an all-in-one device that captures

license plate images and processes the images to extract the license plate

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number. The software enables the LPR system to read license plates from

all fifty states. The system can be configured

to

compare license plate

numbers with those on a hot list (Amber and Silver alerts, local vehicles

o interest, NCIC list, etc.) and trigger an alarm

i

a match is detected.

1.16 Notice

o

Violation refers to those documents which are marked or

otherwise directed to be delivered by Redflex to the registered owner

o

a

vehicle for which a violation has been detected, but which does not meet the

criteria for issuance o a Citation. Notices o Violations are not filed with

the Paradise Valley Municipal Court.

1.17 Operational Period means the period o time during the Term,

commencing on the Execution Date, during which the Photo Red Light and

Speed Enforcement Program is functional in order to permit the issuance o

Citations and Notices o Violations using the Redflex System.

1.18 Person means a natural individual, company, Governmental Authority,

partnership, firm, corporation, legal entity, or other business association.

1.19 Photo Enforcement Program, Photo Enforcement System, Photo Red

Light and Speed Enforcement or Photo Red Light and Speed Enforcement

Program means the process by which the monitoring, identification and

enforcement

o

Violations is facilitated by the use

o

certain equipment

which may include, but is not limited to, Intersection Approaches or

Equipped Motor Vehicles, SMARTcam™ System, Saius™ System,

REDFLEXred™ System, REDFLEXspeed™ System, REDFLEXstop ™

System, REDFLEXslimline™ System,

SMARTopsTM

System,

SMARTscene™ System applications, and back office processes

o

Redflex

such as cameras, flashes, central processing units, signal controller

interfaces and sensor arrays which, collectively, are capable o measuring

Violations and recording such Violation data in the form o photographic

and digital video evidence.

1.20 Potential Violation means, with respect to any motor vehicle passing

through a Designated Intersection Approach or through a portion o a

roadway monitored by an Equipped Motor Vehicle, the data collected by the

Redflex System with respect to such motor vehicle prior to review o such

data and determination whether a Violation has occurred.

1 21 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

o such Person, financial statements, budgets, projections and invoices.

1.22 Redflex Marks means all trademarks registered in the name o Redflex or

any

o

its affiliates, such other trademarks as are used by Redflex or any o


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its affiliates on or in relation to Photo Red Light and Speed 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 o any o the foregoing.

1.23 Redflex Project Manager means the project manager appointed by

Redflex in accordance with this Agreement, who shall be responsible for

overseeing the construction and installation o the Designated Intersection

Approaches, the Equipped Motor Vehicles, and the implementation the

Photo Red Light and Speed 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.

1.24 Redflex Report System means the proprietary portion o the

SMARTopSTM System that allows the Town to generate reports pertaining to

the operation and performance

o

the Photo Enforcement System. Reports

include, but are not limited to, incident lookups, management, dismissal,

court scattergram, red-light offender, speed offender and traffic statistics.

1.25 Redflex System means, collectively, the Saius™ and/or SMARTcam™

System, the SMARTscene™ System, and all

o

the other equipment,

applications, cameras, sensors, components, motor vehicles and other

tangible and intangible property relating thereto, to enable Redflex to

enforce a minimum

o

one lane

o

travel at a designated location, the

SMARTopSTM System, the Photo Enforcement Program, and all

o

the other

equipment, applications, back office processes, servers, off-site backup

systems, software and other tangible and intangible property relating thereto.

1.26 REDFLEXred®

HALOTM

means an intelligent collision prevention

system designed to help prevent T -bone (90°) crashes. When the system

detects that a vehicle will run a red light and be in the intersection during the

green phase

o

the cross-traffic, it will maintain the cross-traffic light as red

to prevent that flow o traffic from entering the intersection.

1.27 ''REDFLEXred™ System means the proprietary digital red light photo

enforcement system

o

Redflex relating

to

the Photo Red Light Enforcement

Program.

1.28 ''REDFLEXslimline™ System means the proprietary ultra compact photo

enforcement system o Redflex relating to the Photo Enforcement Program.

1.29 ''REDFLEXspeed™ System means the proprietary digital speed photo

enforcement system

o

Redflex relating to the Photo Speed Enforcement

Program.

1.30 Red Light Violation Criteria and Speed Violation Criteria mean the

standards and criteria by which Potential Violations will be evaluated, which

standards and criteria shall include, but are not limited to, the duration

o

time that a traffic light must remain red prior to a Violation being deemed to

have occurred, and the location(s) in an intersection which a motor vehicle

must pass during a red light signal prior to being deemed to have committed

a Violation, and speeds that constitute a Violation, all o which shall be in

compliance with all applicable laws, rules and regulations o Governmental

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Authorities. More specific violation criteria may also be established in the

business rules to be mutually developed and approved by the Town and

Redflex.

1 31

''Salus™ System means the proprietary software system that controls the

photo enforcement system

of

Redflex relating to the Photo Enforcement

Program.

1.32 ''SMARTcam™ System means the proprietary software system that

controls the photo enforcement system of Redflex relating to the Photo

Enforcement Program.

1.33 SMARTopsTM System means the proprietary back-office processes

of

Redflex relating to the Photo Red Light Enforcement Program.

1.34 ''SMARTscene™ System means the proprietary digital video camera unit,

hardware and software required for providing supplemental violation data.

1.35 Town Project Manager means the project manager appointed by the Town

in accordance with this Agreement, who shall be an Authorized Employee

and shall be responsible for overseeing the installation of the Intersection

Approaches, the Equipped Motor Vehicles, and the implementation

of

the

Photo Red Light and Speed Enforcement Program; who shall have the

power and authority to make management decisions relating to the Town's

obligations pursuant to this Agreement, including, but not limited to, change

order authorizations, subject to any limitations set by the Town

Councilor

by law.

1.36

Traffic Signal Controller Boxes means the signal controller interface and

vehicle detection equipment owned and operated by the Town, including,

but not limited to, the Town's traffic signal controller, Town's vehicle

detection equipment, Town's communication equipment, Town's controller

cabinet, etc.

1.37 Vehicle Code means any federal, state, or local traffic laws, statutes or

regulations pertaining to the lawful operation of a motor vehicle.

1.38 ViolationCs) means any traffic violation authorized for photo enforcement

when prohibited by the Vehicle Code or any applicable rule, ordinance,

regulation or law of any other Governmental Authority, including, but not

limited to, operating a motor vehicle contrary

to

traffic signals, and

operating a motor vehicle without displaying a valid license plate or

registration.

1.39 Violations Data means the images and other Violations data gathered by

the Redflex System at the Designated Intersection Approaches and by the

Equipped Motor Vehicles.

1.40 Warning Period means a period after each Installation Date

of

a new

Intersection Approach, wherein, based on the determination

of

the Town

Project Manager, in hislher sole discretion, only warning notices shall be

issued, commencing within three (3) days after the system has been

installed, tested and found to be fully operational.

2 TERM

The initial term

of

this Agreement shall commence as

of

the Execution

Date and shall continue for a

period of five (5) years after the Execution Date

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confidential user account on a computer equipped with a high-speed

Internet connection and an approved web browser.

3.4.4 Redflex shall provide the Authorized Employees with access to the

Redflex System for the purposes of generating necessary reports,

reviewing Violations Data, and other purposes (including review and

approval

of

Citations and Notices

of

Violations should the Town

decide to do so) within seven (7) days of the gathering

of

the

Violation Data from the Existing Installations and the New

Installations.

3.4.5 The Town shall designate Redflex as its agent to review the

Violations Data and to determine whether a Citation or Notice of

Violation shall be issued with respect to each Potential Violation

captured within such Violation Data, and may, at the Town s sole

option, elect to designate Authorized Employees of the Town to

review Potential Violations to determine whether to issue a Citation

or Notice of Violation. The Town shall make this election in

writing, with a mutually agreed upon effective date, notifying

Redflex of the Town s election to commence review of all Potential

Violations to determine whether to issue a Citation or Notice

of

Violation. If and when the Town elects to review Potential

Violations to determine whether to issue a Citation or Notice of

Violation, the Town s notification to Redflex to issue a Citation or

Notice of Violation shall be in the form of an Electronic Signature

using the software or other applications or procedures provided by

Redflex on the Redflex System for such purpose.

3.4.6 With respect to each Authorized Violation, Redflex shall print and

mail a Citation or Notice

of

Violation within seven (7) days after

each Violation is detected; provided, however, during the Warning

Period, warning notices shall be issued, at Redflex s expense, for all

Violations detected.

3.4.7 Redflex shall provide a toll-free telephone number for the purposes

of answering citizen and Citation and Notice of Violation recipient

mqumes.

3.4.8 Upon Redflex s receipt of a written request from the Town it shall

provide expert witnesses, as necessary, to testify as to the accuracy,

calibration, maintenance, repair records, technical operation and

effectiveness of the Redflex camera system. Redflex shall provide

expert witnesses for use by the Town in prosecuting speed or red

light violations; however, the Town shall use reasonable efforts to

seek judicial notice in lieu

of

requiring Redflex to provide such

expert witnesses. Town will make all efforts to give Redflex at least

fourteen (14) calendar days advanced notice

of court proceedings.

3.5 Reports.

3.5.1 Redflex shall permit the Authorized Employees to generate reports

using the Redflex Report System.

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3.5.2 Redflex shall provide regular reports, and other reports as needed by

the Town, for management and accounting purposes. The

frequency, content, format and manner

o

delivery

o

these reports

shall be included in the business rules for processing violations

agreed to by the Town and Redflex. Redflex shall provide requested

data and information related to the Town's automated photo

enforcement program upon request

o

the Town.

3.5.3 Upon Redflex's receipt o a written request from the Town, Redflex

shall provide,. without cost to the Town, reports regarding the

processing and issuance

o

Citations and Notice

o

Violations, the

maintenance and downtime records

o

the Existing Installations and

the New Installations and the functionality

o

the Photo Enforcement

System with respect thereto to the Town in such format and for such

periods as the Town may reasonably request.

3.6 Records Retention. Redflex will retain Violations Data, including

photographic evidence and data associated with the Photo Enforcement

Program for a period

o

at least twenty-four (24) months, or as required by

state law, whichever period

is

longer.

3.6.1 Redflex shall also maintain sufficient records to comply with A.R.S.

§28-1060.

3.6.2 Upon written request by the Paradise Valley Police Department,

Redflex shall, at

no

expense to the Town, provide a digital image o

specific time periods o a given camera suitable for long-term

retention by the police department.

3.7 Prosecution Compensation. The Town shall diligently prosecute

Citations and Redflex shall have the right to receive, and the Town shall

be

obligated to pay, the compensation set forth on Exhibit D attached hereto,

(as determined by the Town's choice, in its sole discretion,

o

which

o

the

Purchase Options shown in Exhibit D. it chooses

to

require Redflex

to

utilize).

3.8 Other Rights and Obligations. During the Term, in addition to all o the

other rights and obligations set forth in this Agreement, Redflex and the

Town shall have the respective rights and obligations set forth on Exhibit

E attached hereto.

3.9 New Technology or Services. On or before December 3 o each year,

Redflex may propose additional technology and services not otherwise

specified or available in this Agreement, with Redflex's associated pricing

for such additions for use by the Town in the following Town fiscal year.

The Town may accept or reject such proposed additional technology and

services, and may choose to negotiate the prices o such i and when the

Town decides to add such new technology or services.)

3.10 Change OrderslPurchase Orders. The Town may from time to time

request changes to the work required to be performed or the addition o

products or services (such as the Town exercising its option to add New

Installations or New Technology or Services) by providing written notice

thereof

to

Redflex, setting forth in reasonable detail the proposed changes

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(each a Change OrderlPurchase Order Notice ). Upon Redflex's receipt o

a Change OrderlPurchase Order Notice, Redflex shall deliver a written

statement describing the related costs, i any (each a Change Order

Proposal ). The Change Order Proposal shall include (i) a detailed

breakdown

o

the charge and schedule effects, (ii) a description o any

resulting changes to the specifications and obligations

o

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 Town. Following the Town's receipt o the Change Order Proposal, the

parties shall negotiate in good faith and agree to a plan and schedule for

implementation o the proposed changes, the time, manner and amount o

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 o equipment or

services to the Existing Installations and the New Installations, to the

maximum extent applicable, the pricing terms set forth in Exhibit D shall

govern. Any failure

o

the parties

to

reach agreement with respect to any

o

the foregoing as a result

o

any proposed changes shall not be deemed

to

be

a breach o this Agreement, and any disagreement shall be resolved in

accordance with Section

10

3 11 SampleslExpress Warranty. Upon request by the Town in wntmg,

including by electronic mail, Redflex shall furnish a sample o any goods,

materials, and services to be supplied. Such samples submitted shall create

an express warranty that the whole o the goods, materials or services shall

equal or exceed the sample submitted.

3.12 Project Oversight and Management. Redflex shall provide and maintain

an up-to-date list o its executive management team (said team to always

identify the president, all vice-presidents, and the Redflex Project Manager),

including name, mailing address, direct office telephone, 24-hour telephone

for emergencies, and email address.

4

LICENSE; RESERVATION OF RIGHTS

4 1 License. Subject to the terms and conditions o this Agreement, Redflex

hereby grants the Town, and the Town hereby accepts from Redflex upon

the terms and conditions herein specified, a non-exclusive, non-transferable

license during the Term o this Agreement to: (i) solely within the Town o

Paradise Valley, access and use the Redflex System for necessary purposes,

and to print copies o any content posted on the Redflex System in

connection therewith, (ii) disclose to the public (including outside

o

the

Town o Paradise Valley) that Redflex is providing services to the Town in

connection with Photo Red Light and Speed Enforcement Program pursuant

to the terms

o

this Agreement, and (iii) 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 and Speed Enforcement Program,

so long as any and all such publications or materials are approved in

advance by Redflex.

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4.2 Reservation

o

Rights. The Town hereby acknowledges and agrees that: (i)

Redflex is the sole and exclusive owner

o

the Redflex System software, the

Redflex Marks, all Intellectual Property arising from or relating to the

Redflex System, and any and all related Equipment, (ii) the Town neither

has nor makes any claim to any right, title or interest in any o the foregoing,

except as specifically granted or authorized under this Agreement, and (iii)

by reason

o

the exercise

o

any such rights or interests

o

the Town

pursuant to this Agreement, the Town shall gain no additional right, title or

interest therein.

4.3 Restricted Use. The Town hereby covenants and agrees that it shall not (i)

make any modifications to the Redflex System, including but not limited

to

any Equipment, (ii) alter, remove or tamper with any Redflex Marks, (iii)

use any

o

the Redflex Marks in any way which might prejudice their

distinctiveness, validity or the goodwill

o

Redflex therein, (iv) use any

trademarks or other marks other than the Redflex Marks in connection with

the Town's use o the Redflex System pursuant to the terms o this

Agreement without first obtaining the prior consent

o

Redflex, or (v)

disassemble, de-compile or otherwise perform any type

o

reverse

engineering to the Redflex System, including, but not limited to, any

Equipment, or to any Intellectual Property or Proprietary Property

o

Redflex, or cause or allow any other Person to

do

any

o

the foregoing.

4.4 Protection o Rights. Redflex shall have the right to take whatever action it

deems necessary or desirable

to

remedy or prevent the infringement

o

any

Intellectual Property o Redflex, including without limitation the filing o

applications to register as trademarks in any jurisdiction any o the Redflex

Marks, the filing o patent application for any o the Intellectual Property o

Redflex, and making any other applications or filings with appropriate

Governmental Authorities. The Town shall not take any action to remedy or

prevent such activities, and shall not in its own name make any registrations

or filings with respect to

any

o

the Redflex Marks or the Intellectual

Property

o

Redflex without the prior written consent

o

Redflex.

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 Intellectual Property. Redflex hereby warrants and represents that it

has the right to use any and all intellectual property pursuant to this

Agreement and that there are no third party rights, including without

limitation, existing and future patents, copyrights, trade secrets, or

other proprietary rights ( Intellectual Property Rights ); and that

should the Town be sued by any third party claiming that the Town's

use o the Redflex System violates a third party's Intellectual

Property Rights, Redflex shall defend, indemnify, and hold harmless

the Town, its officers, employees, and agents form and against all


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damages, losses, and costs incurred by the Town by reason

of

such

third party actions.

5.1.3 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 System, subject to

applicable law, in compliance with all specifications provided to

Redflex by the Town.

5.2 Town Representations and Warranties.

5.2.1 Authority. The Town 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 Town hereby warrants and represents

that any and all services provided by the Town pursuant to this

Agreement shall be performed in a professional and workmanlike

manner.

5.2.3 Equipped Motor Vehicles. In the event that future changes to the

business rules contemplate that Town employees will drive or

operate the Equipped Motor Vehicles, Redflex and the Town shall

meet to adopt modifications to the business rules to provide for

standards for such and conditions relating thereto.

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) state statutes are

amended to prohibit or substantially change the operation of the Photo

Enforcement Program; (ii) any appellate court having jurisdiction over

Town rules, or state or federal statute declares, that results from the Redflex

System of photo red light and speed enforcement are inadmissible in

evidence; (iii) an appellate court having jurisdiction determines that the

program is unconstitutional or illegal or that this Agreement

is

void; (iv) the

other party commits any material breach of any of the provisions of this

Agreement. In the event

of

a termination due to Section

6 1

(i),

6 1

(ii), or

6 1

(iii) above, Town shall be relieved

of

any further obligations for payment

to Redflex other than as specified in Exhibit D. Either party shall have the

right to remedy a cause for termination pursuant to Section

6 1

(iv) within

forty-five (45) calendar days (or within such other time period as the Town

and Redflex shall mutually agree, which agreement shall not be

unreasonably withheld or delayed) after written notice from the non-causing

party setting forth in reasonable detail the events of the cause for

termination. f

challenges

to

the hearing procedure become so numerous or

onerous as to result in operating costs above the current aggregate retained

fines by the Town, both parties shall meet and confer to develop and

implement a mutually agreeable remedy. f no such remedy is effective in

reducing Town costs associated with the Photo Enforcement Program, the

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Town may terminate this Agreement with no further obligation except as

otherwise provided in Exhibit D and section 6 S o this agreement.

6.2 Default. The Town reserves the right to terminate any part or all o this

Agreement

i

Redflex:

6.2.1 Fails to carry out any term, promise or condition o the Agreement.

The Town may issue a written ten day Notice

o

Default to Redflex

if, in the opinion o the Town, Redflex provided materials and/or

services that do not meet the requirements specified in this

Agreement, or i Redflex attempts to impose products, services or

workmanship that are

o

unacceptable quality by industry standards;

6.2.2 Fails to complete the required work or fails to perform required

services within the time frames provided under this Agreement;

6.2.3 Fails to obtain or maintain required insurance coverage; or

6.2.4 Fails to make progress to perform the requirements o this

Agreement pursuant to the schedule specified herein, or i no

schedule is applicable, in a timely manner, and/or gives the Town an

indication that Redflex will not or cannot perform the requirements

o this Agreement.

6.3 Other Town Remedies in Event o Default.

6.3.1 n case o default and/or termination, the Town reserves the right to

purchase equipment, software and software licenses from other

vendors, or to complete the required work itself or have it completed

by others at the expense o Redflex.

6.3.2 The Town may recover any actual excess costs by deduction from or

offset to an unpaid balance due, or by other remedies as provided by

law.

6.4 Vendor Ethics. Redflex agrees that it will comply with all applicable laws

relating to its performance under this Agreement, including any applicable

federal, state, or local law governing or relating to: a conflicts o interest; b)

providing

o

gifts or hospitality to government officials or government

employees; and c) providing political and charitable contributions, or

governing or relating to the ethical conduct o business with government

agencIes.

6.4.1 Redflex Representation and Warranty Period: Redflex represents and

warrants that its performance in connection with this Agreement will

be in compliance with Redflex's internal Anti-Bribery and Anti

Corruption Policy and Procedures, a copy

o

which has been

designated as Exhibit F . Failure by Reflex to comply with the

Anti-Bribery and Anti-Corruption Policy and Procedures shall

permit to the Town, in its sole discretion, to immediately terminate

this Agreement.

6.4.2 From time to time, Redflex may choose to modify its own internal

Anti-Bribery and Anti-Corruption Policy and Procedures.

n

each

case where the Redflex Anti-Bribery and Anti-Corruption Policy and

Procedures are modified, Redflex shall cause a copy o the revised

Anti-Bribery and Anti-Corruption Policy and Procedures to be

13


14/104

delivered to the Town's Project Manager within ten (10) business

days, and shall obtain a receipt in writing with the date and time of

delivery. The Town, in its sole discretion, may elect to reject any

and all modifications, other than modifications required by changes

in applicable law, made within thirty (30) business days, and shall

notify Redflex in writing specifying all modifications rejected. The

affected specific provisions in Exhibit H , or in a successor Anti

Bribery and Anti-Corruption Policy and Procedures document that

has not been rejected by the Town, shall remain in effect. However,

Redflex and the Town may negotiate in a timely manner and

mutually approve in writing a joint document with alternate language

of

the specific provision which the Town has rejected.

6.5 Suspension or Debarment. Town may, by written notice to Redflex,

immediately terminate this Agreement

if

Town determines, in its sole

discretion, that Redflex has been debarred, suspended, or otherwise lawfully

prohibited from participating in any public procurement activity, including

but not limited to, being disapproved as a Contractor or Subcontractor by

any public procurement unit or other governmental body, in Arizona or any

one of the United States based upon conduct of Redflex occurring after the

Execution Date.

If

Redflex becomes suspended or debarred, Redflex shall

immediately notify Town. Redflex will be liable for all costs arising out of

the Town's termination of the Agreement based on Redflex's breach of

section 6.4 in connection with the procurement

of

this Agreement.

6.6 Termination At Will. The Town may terminate this Agreement at will at any

time following a one (1) year period after the Execution Date by giving

Redflex sixty (60) calendar days advance written notice

of

the Town's

termination at will.

If

the Town terminates this Agreement at will, the Town

shall be obligated to pay Redflex for all services satisfactorily performed in

accordance with this Agreement through and including the termination date

in accordance with the fees specified in Exhibit D. In addition, the Town

shall pay Redflex the cost recovery reimbursement specified in Exhibit D;

Section 2, if any

6.7 The rights to terminate this Agreement given in 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.

6.8 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 this Section 6.5, upon the termination

of

this

Agreement, all

of

the provisions

of

this Agreement shall terminate, and:

6.8.1 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 Photo Red

Light and Speed Enforcement Program, (ii) promptly deliver to the

Town any and all property

of

the Town provided to Redflex pursuant

to this Agreement, (iii) promptly deliver to the Town a final report to

the Town regarding the collection

of

data and the issuance of

4


15/104

Citations in such fonnat and for such periods as the Town may

reasonably request, and which final report Redflex shall update or

supplement from time to time when and

i additional data or

infonnation becomes available, (iv) promptly deliver to Town a final

invoice stating all fees and charges properly owed by Town to

Redflex for work perfonned and Citations issued by Redflex prior to

the tennination, and (v) provide such assistance as the Town may

reasonably request from time to time in connection with prosecuting

and enforcing Citations issued prior

to

the tennination

o

this

Agreement. Upon tennination

o

this Agreement, Redflex shall

transfer to the Town all Violations Data by such reasonable method

as the Town shall designate.

6.8.2 The Town shall i) immediately cease using the Photo Red Light and

Speed Enforcement Program, accessing the Redflex System and

using any other Intellectual Property

o

Redflex, (ii) promptly

deliver to Redflex any and all Property owned by Redflex provided

to the Town pursuant to this Agreement, and (iii) promptly pay any

and all fees, charges and amounts properly owed by the Town to

Redflex for work perfonned and Citations issued prior to the

tennination.

6.8.3 Unless the Town and Redflex have agreed to enter into a new

agreement relating to the Photo Red Light and Speed Enforcement

Program or have agreed to extend the Tenn

o

this Agreement,

Redflex shall remove, at its own expense, any and all Equipment or

other materials owned by Redflex installed in connection with

Redflex's perfonnance o

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, except

conduits, control box bases, and pole bases shall remain i requested

by the Town, in its sole discretio n.

6.9 Survival. Notwithstanding the foregoing, the definitions and each o the

following shall survive the tennination o this Agreement: Sections 4.2

(Reservation o Rights),

5 1

(Redflex Representations and Warranties), 5.2

(Town Representations and Warranties), 7 (Confidentiality), 8

(Indemnification and Liability),

10

(Dispute Resolution),

11 1

(Assignment),

11.15 (Notices), 11.17 (Applicable Law), and 11.20 (Jurisdiction and

Venue), and those provisions, and the rights and obligations therein, set

forth in this Agreement which either by their tenns state, or evidence the

intent

o

the parties, that the provisions survive the expiration or tennination

o the Agreement, or must survive to give effect to the provisions o this

Agreement.

7 CONFIDENTIALITY During the tenn o this Agreement and for a period

o

three (3) years thereafter, neither party shall disclose to any third person, or use for itself

15


16/104

in any way for pecuniary gain, any Confidential Information learned from the other party

during the course o the negotiations for this Agreement or during the Term

o

this

Agreement, except as provided by Arizona law. Upon termination o this Agreement,

each party shall return to the other all tangible Confidential Information

o

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 (i) to its employees

who are reasonably required to

have the Confidential Information, (ii) 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 o professional conduct) to keep such information strictly

confidential, and (iii) pursuant to, and

to

the extent of, a request or order by any

Governmental Authority or laws relating to public records requiring such disclosure.

8 INDEMNIFICATION LIABILITY AND DAMAGE

TO

PROPERTY.

8 1

Indemnification by Redflex. Redflex hereby agrees to defend and indemnify

the Town and its affiliates, or other interest holders, managers, officers,

directors, employees, agents, representatives and successors, permitted

assignees and each o their affiliates, and all persons acting by, through,

under or in concert with them, or any

o

them (individually a Town Party

and collectively, the Town Parties ) against, and to protect, save and keep

harmless the Town Parties from, and to pay on behalf o or reimburse the

Town 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) o whatever kind and

nature (collectively, Losses ), which may be imposed on or incurred by

any Town Party arising out o or related to (i) any material

misrepresentation, inaccuracy or breach

o

any covenant, warranty or

representation o Redflex contained in this Agreement, (ii) the willful

misconduct

o

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 o

third parties), except to the extent caused by the willful misconduct

o

any

Town Party, (iii) the negligent conduct on the part o Redflex, its employees

or agents.

8.2 Mutual Non-Liability. Neither party shall be responsible for liability

incurred as a result o the other party's acts or omissions in connection with

this Agreement.

8 3 Damages. Redflex shall be responsible for repairing, or reimbursing the

Town for, any damages whatsoever to Town property when such Town

property

is

the responsibility

o

or in the custody

o

Redflex or its

employees or subcontractors, except when such has been caused by the

Town, its employees or agents.

9 INSURANCE. 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

6


17/104

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:

9 1 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;

9.2 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;

9 3 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

9.4 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.

9.5 With respect to the Commercial General Liability Insurance the following

additional provisions shall apply:

9.5.1 The Town shall be named as an additional insured with respect to the

Commercial General Liability insurance; and

9.5.2 The insurance coverage procured by Redflex and described above

shall be the primary insurance with respect to the Town in

connection with this Agreement, and any insurance or self-insurance

maintained by any

of

the Town shall be in excess, and not in

contribution to, such insurance; and

9.5.3 Any failure to comply with the reporting provisions of the various

insurance policies described above shall not affect the coverage

provided to the Town, 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.

9.6 With respect to the insurance described in the foregoing Section,

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 Town and shall take all necessary actions to correct such

cancellation in coverage limits, and shall provide written notice to the Town

of the date and nature of such correction. f Redflex, for any reason, fails to

17


18/104

maintain the insurance coverage required pursuant to this Agreement, such

failure shall be deemed a material breach

of

this Agreement, and the Town

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 Town for

such insurance. f the premium costs advanced by the Town for such

insurance exceed any amounts due to Redflex pursuant to this Agreement,

Redflex shall promptly remit such excess amount to the Town upon receipt

ofwritten notice thereof.

9.7 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 Town prior to Redflex

commencing any work pursuant to the terms of this Agreement.

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. f 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 mediation.

11 MISCELLANEOUS

11.1 Assignment/Subcontractors. Other than process service, Redflex may not

assign or subcontract work to be performed by Redflex under the terms

of

this Agreement, either in whole or in part, without first receiving written

consent of the Town. Any other attempted assignment, either in whole or in

part, without written consent by the Town shall be null and void, represent

material breach, and in such event the Town shall have the right, at its sole

discretion, to terminate this Agreement. In the event the Town approves

of

a proposed subcontractor to be utilized by Redflex, including those utilized

for process service, said subcontractors shall comply with, and be subject to,

the provisions specified in this Agreement.

11.2 Relationship Between Redflex and the Town. Nothing in this Agreement

shall create, or be deemed to create, a partnership, joint venture or the

relationship of principal and agent (other than the Town's designation of

Redflex as the Town's agent to review Potential violations and determine

8


19/104

whether

to

issue Citations or Notices of Violation) 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 (except

s

specified

in

this

Section 11.2) 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 parties hereto shall have the right 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 two (2)

business days' 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 restnctIOns, 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,

change orders and purchase orders, and business rules to be mutually

developed and approved by the Town and Redflex from time

to

time),

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. f 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. Notwithstanding the foregoing

court decision declaring the program illegal or unconstitutional shall void

this contract.

9


20/104

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.

nyone 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

anyone

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 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) business days after being mailed first class, certified mail, return receipt

requested, postage and registry fees prepaid, or c) one 1) business day after

20


21/104

being delivered to a reputable overnight courier service, excluding the

u s

Postal Service, prepaid, marked for next day delivery, i the courier service

obtains a signature acknowledging receipt, in each case addressed or sent to

such party as follows:

Notices

to

Redflex:

Redflex Traffic Systems, Inc.

23751

N 23

rd

Ave, Ste 150

Phoenix, AZ 85085

Attention: PROGRAM MANAGEMENT

Facsimile: ((623) 207-2000

Notices

to

the Town:

Chief

o

Police

Paradise Valley Police Department

6433

E

Lincoln Drive

Paradise Valley, AZ 85253

11.16 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.

11.17 Applicable Law. This Agreement shall be governed by and construed in all

respects solely in accordance with the laws

o

the State

o

Arizona, United

States. Redflex shall remain fully informed o existing and future federal,

state and Town laws, ordinances and regulations that in any manner affect

the fulfillment

o

the contract resulting from this RFP and shall comply with

the same.

1l.18 Immigration Compliance. Under the provisions

o

A.R.S. § 41-4401,

Redflex hereby warrants

to

the Town that Redflex and each o its

subcontractors will comply with, and are contractually obligated to comply

with, all Federal Immigration laws and regulations that relate to their

employees and A.R.S. §23-214(A) (hereinafter Redflex Immigration

Warranty ). A breach o the Redflex Immigration Warranty shall constitute

a material breach

o

this Contract and shall subject Redflex to penalties up

to and including termination

o

this Contract at the sole discretion o the

Town. Both Parties retain the legal right

to

inspect the papers o any

Redflex or subcontractors' employee who works on this Contract

to

ensure

compliance with the Redflex Immigration Warranty. Redflex agrees to

assist the Town in regard to any such inspections. The Town may, at its sole

discretion, conduct random verification

o

the employment records

o

Redflex and any

o

subcontractors to ensure compliance with Redflex's

Immigration Warranty. Redflex agrees to assist the Town in regard to any

random verifications performed, and to keep papers and records open for

said inspection during normal business hours, and waives any right

to

keep

such papers and records confidential. Neither Redflex nor any subcontractor

o Redflex shall be deemed

to

have materially breached Redflex

21


22/104

Immigration Warranty i Redflex or subcontractor establishes that it has

complied with the employment verification provision prescribed by sections

274A and 274B

o

the Federal Immigration and Nationality Act and the E

Verify requirements prescribed by A.R.S. §23-214(A). Voluntary

compliance may be available through the Arizona Attorney General's

Voluntary Employer Enhanced Compliance Program.

11.19 Iran and Sudan Investments. In accordance with Ariz. Rev. Stat. §35-

393.06, Redflex hereby certifies that Redflex does not have scrutinized

business operations in Iran or Sudan.

11.20 Jurisdiction and Venue. Any dispute arising out

o

or in connection with this

Agreement shall

be

submitted to the exclusive jurisdiction and venue

o

the

Federal and State courts located in the County Maricopa, Arizona and both

Parties specifically agree to be bound by the jurisdiction and venue thereof.

11 21

Conflicts

o

Interest. This Agreement

is

subject to cancellation pursuant

to

A.R.S. §38-511, pertaining to conflicts o interests.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as

o

the day

and year first set forth above.

Town

Town

o

Paradise Valley, Arizona

B ~ ~

~ o n J r .

Town Manager

ATTEST:

B y : ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ _

Duncan Miller,

APPROVED AS TO FORM:

By: -

Andrew Miller, Town Attorney

Redflex

RED

FFIC SYSTEMS, INC.,

eVincenzi

President and CEO

22


23/104

EXHIBIT

A

Designated Intersection Approaches, Designated Zones

And Designated Equipment Locations

1

Existing Installations. As

of

the Execution Date, the five 5) existing Designated

Intersection Approaches and two 2) existing Equipped Motor e h i c l e s ~

Priority 1 Group: Existing Designated Intersection Approaches

2 Lincoln Dr. and Tatum Blvd., eastbound and westbound dual direction)

2 McDonald Dr. and Tatum Blvd., northeastbound and southwestbound

dual direction)

1 Mockingbird Lane and Lincoln Dr., westbound

5 TOTAL

Priority 1 Group: Existing Equipped Motor Vehicles

1 Equipped Motor Vehicle Ford Escape Hybrid)

1 Equipped Motor Vehicle Ford Escape Hybrid)

2 TOTAL

2

New Combo Red LightlFixed Speed, Fixed Speed or Mobile Enforcement

Program. The contract allows for the implementation

of

up to twenty 20) new

Designated Intersection Approaches and four 4) new Equipped Motor Vehicles.

Future Designated Intersection Approaches shall be based on the following list of

locations, provided, however, new or different locations may be added to this list

based on mutual agreement between Redflex and the Town:

Priority 2 Group: New - Remaining Entries to Town Plus Major Intersection

1 Tatum Blvd. and Mockingbird Lane, southbound

1 Lincoln Dr. and 36

th

St., eastbound

_

_ Lincoln Dr. and Tatum Blvd., southbound

3 Priority Group 2 Total

Priority 3 Group: New - Middle o Long Stretches on Major Arterials

2 Lincoln Dr. and 56

th

St., eastbound and westbound dual direction)

2 Tatum Blvd. and Clearwater Pkwy, northbound and southbound dual

6

direction)

Tatum Blvd. and northbound and southbound dual direction)

Priority Group 3 Total

Priority 4 Group: New - Remaining Signalized Intersections

2 Tatum Blvd. and northbound and southbound dual direction)

2 Lincoln Dr. and Invergordon Rd., eastbound and westbound dual

2

6

2

direction)

Tatum Blvd. and northbound and southbound dual direction)

Priority Group 4 Total

Grand Total

23


24/104

EXHI IT B

Construction and Installation Obligations

1

For each new red light/speed camera system to be installed, the Town shall bear

the direct cost

of

site preparation construction (conduits, concrete bases for poles

and red light/speed system controller boxes, etc.) for Redflex's equipment to be

installed. Engineering detailed plans, wiring necessary to connect parts of the

system, painting to match traffic signal stanchions, etc., shall be provided by

Redflex at its expense. Town, at its sole option, shall elect to have any needed

site preparation construction first required to install Redflex' s equipment, by one

of the following methods:

a The Town shall contract for the required site preparation construction and

shall, upon completion, provide control over the site to Redflex to proceed

with installation.

b The Town shall authorize Redflex to perform or contract for the site

preparation construction. The cost of the site preparation construction shall be

borne by the Town, and included in the purchase order for the new red

light/speed camera system to be installed. This necessitates Redflex

to

provide firm cost figures for the construction to the Town prior to Town staff

submitting Change OrderslPurchase Orders for the installation of new red

light/speed camera systems to the Town Council for approval.

2 In order to provide the Town with timely completion of the photo enforcement

project, Redflex Traffic. Systems requires that the Town assist with obtaining

timely approval of permit requests. The Town acknowledges the importance of

the safety program and undertakes that the Town will provide engineering

review(s)

of

Redflex permit requests and all documentation in a timely manner.

3 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):

a Appoint a project implementation team.

b

Request current "as-built" electronic engineering drawings for the Designated

Intersection Approaches (the "Drawings") from the Town engineer.

c Develop and submit

to

the Town for approval construction and installation

specifications in reasonable detail for the Designated Intersection Approaches,

including but not limited to specifications for all sensors, conduit and cables,

electrical connections and traffic controller connections, as required.

d

Seek approval from the Town for the Designated Intersection Approaches

(collectively, the "Approvals"), which will include compliance with Town

permit applications.

e Finalize the acquisition

of

the Approvals.

f

Assist the Town in developing a public awareness strategy, which may

include media and educational materials.

g Complete the installation and testing of all necessary Equipment, including

hardware and software, at the Designated Intersection Approaches.

24


25/104

h 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

(this shall include familiarity and compliance with Town building and

electrical codes, and Town Public Works Department specifications).

1 Install and test the functionality of the Designated Intersection Approaches

with the Redflex System and establish fully operational Violation processing

capability with the Redflex System.

J Implement the use

of

the Redflex System at each of the Designated

Intersection Approaches.

k Town will provide and install any required enforcement signage.

4 Town Obligations. The Town shall do or cause to be done each

of

the following

(in each case, unless otherwise stated below, at Town s sole expense):

a

Assist Redflex in obtaining the Drawings from the Town.

b

Notify Redflex of any specific requirements relating to the construction and

installation of any Intersection Approaches.

c Provide reasonable access to the Town s properties and facilities in order to

permit Redflex to install and test the functionality of the Designated

Intersection Approaches and the Photo Red Light and Speed Enforcement

Program.

d

Provide reasonable access to the personnel of the Town and reasonable

information about the specific operational requirements of such personnel for

the purposes of performing training.

e Provide written notice to Redflex with respect to the quantity of media and

program materials that the Town will require in order to implement the

Awareness Strategy during the period commencing on the date on which

Redflex begins the installation

of

each of the Designated Intersection

Approaches and ending one (1) month after each Signaled Intersection

Approach becomes fully operational.

f The Town shall provide, on an agreed upon frequency, without cost to

Redflex, reports regarding the prosecution

of

Citations, the collection

of

fines,

fees and other monies and available collision data, in such format and for such

periods as Redflex may reasonably request.

g Yellow Light Timing Review: The Town shall be responsible to ensure that

the yellow

or

amber light phase timing at all photo enforced intersections

meets minimum standards according to federal, state, and local laws,

guidelines, and/or rules.

h To the extent within Town s control, provide on-going adequate electrical

power

n

order to operate the systems. The Town will allow Redflex to use

existing conduit space as available.

1

To the extent that the Town desires access to the Redflex System at the

Town s public safety building and facilities, the Town is responsible for all

computer hardware, web browsers and high speed Internet access necessary to

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operate the systems on the Town s computers (at the current time there is no

special equipment necessary other than a computer with internet access).

J.

Town

is

responsible for all computer hardware, web browsers and high speed

Internet access necessary to operate the systems.

5.

Mobile Speed Enforcement Obligations. In connection with the mobile speed

enforcement program, Redflex and the Town shall have the following obligations

as set foith below.

a. Redflex Obligations. Redflex shall:

1 Deploy each Equipped Vehicle and/or trailer substantially around

the clock.

2) Complete the installation and testing

of

all necessary Equipment,

including hardware and software.

3) Install and test the functionality

of

the Equipped Vehicle (s) with

the Redflex System.

b. Town Obligations. Town shall:

I

Coordinate a vehicle deployment strategy to maximize education,

awareness and speed violation reduction.

2) Assist in scheduling the deployment and relocation of the Equipped

Vehicle(s) and/or trailer(s).

3) Coordinate with Redflex in the deployment

of

each Equipped

Vehicle(s) and/or trailer(s).Town is responsible for all computer

hardware, web browsers and high speed Internet access necessary

to

operate the systems (no special equipment necessary other than a PC

with internet access).

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27/104

EXHI IT C

Operation, Maintenance, Repair, Replacement and Upgrades

1 All operation, maintenance, repair and upgrades of Photo Red Light and Speed

Enforcement systems and related equipment, whether owned by the Town or by

Redflex, shall be the sole responsibility of Redflex and at the sole expense

of

Redflex, including but not limited to maintaining the casings of the cameras

included in the Redflex System and all other Equipment in reasonably clean,

operable, and graffiti-free condition.

2 Redflex shall not open the Traffic Signal Controller Boxes without a

representative ofTown present.

3 In the event that images of a useable quality to identify Violators or Violations

cannot be reasonably obtained without the use of flash units, Redflex shall,

at

the

sole discretion

of

the Town s Project Manager, provide, install, and maintain such

flash units. This cost shall be borne by Redflex.

4

Redflex shall assign specific personnel to provide follow up assistance to the

Town in the form of the HELPDESK, a designated Town Service Representative,

and a Director of Accounts.

5 Redflex shall respond within 24 hours to maintenance requests.

6

Redflex shall update all software and hardware, whether currently or subsequently

installed when new software or hardware is made available to its other customers,

in a timely fashion at Redflex s sole expense.

7 Redflex is responsible for all operating costs, including maintenance, fuel,

washing, etc. for all vehicles, and for registration fees, insurances, repairs, etc., for

all Equipped Vehicles, regardless

of

ownership.

8 Any and all computer/information management system programming costs

associated with electronically submitting and managing citation processing data to

the Town s court shall be at the sole cost

of

Redflex.

9

Programming and software costs for the police department to access and manage

Notices of Violation and Citations shall be at the cost ofRedflex.

10

Redflex shall use the utmost care in the operation, management, maintenance,

upgrade and control of all automated photo enforcement equipment and software

owned by the Town, and treat it in all manners as

if

it is owned by Redflex. Costs

of repairing damage, other than normal wear and tear, caused by the Town or its

agents, and recurring costs for cable access to transmit data to Redflex from fixed

red light/speed camera systems and mobile speed camera vehicle download

terminal shall be at the expense

of

the Town.

27


28/104

EXHIBIT D

PRICING AND PAYMENT OPTIONS

Commencing on the Date of this Agreement, the Town shall be obligated to pay to

Redflex a purchase price and/or a fee based on each adjudicated violation, depending on

which

of

the following Purchase Options the Town requests:

Red Light/Speed Detection Systems Purchase Options:

A Immediate Purchase:

1.

Town to pay $73,000.00 for the immediate purchase of each fixed Red light/speed

detection system.

1

2. Town pays Redflex $32.75 per adjudicated violation. 1 2

B

Purchase through increased fees for set period:

1.

Town pays Redflex $38.00 per adjudicated violation for the first eighty-four (84)

months after the Installation Date. 1 2

2.

After 84 months the Town pays Redflex $32.75 per adjudicated violation. 1 2

C.

Purchase through increased fees until specified additional amount is received/cap is

reached:

1. Town pays Redflex $38.00 per adjudicated violation; with $4.00 of each such

adjudicated violation payment being considered a partial payment of a purchase

price

of

$73,000.00 for the purchase by the Town

of

such fixed Red light/speed

d

· 2

etectlOn system. '

2. Redflex shall be paid $38.00 until such time as the accumulated partial payments

of $4.00 each total $73,000.00, the Town payment then being reduced to $32.75

for each adjudicated violation. 1 2

Notes:

1.

Prices for equipment to remain constant for initial five year term, thereafter to be adjusted pursuant to the CPI

adjustment provisions stated below (See Business Assumptions for All Pricing Options).

2.

Fees to be paid for each violation adjudicated as responsible for civil violations and guilty for criminal

violations, and for attendance at traffic school. No fee

is

paid for not responsible or not guilty adjudications.

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29/104

Mobile Speed etection Systems

A

Town Purchases Immediately:

1 Vehicle Only Purchased by Town:

Town separately purchases a marked police vehicle for mobile speed detection

system, and Redflex is paid $75,000.00 (per vehicle) to install a mobile speed

detection system in such vehicle - Redflex is paid $32.75 per adjudicated

violation. 1,2,3

2 Vehicle and Mobile Speed Detection System Purchased by Town:

Town pays Redflex $105,000.00 and Redflex supplies a new marked police

vehicle with a mobile speed detection system installed in such vehicle - Redflex is

paid $32.75 per adjudicated violation.

1,2,3

B

Redflex Owns the Vehicle and the Installed Mobile Speed Detection System:

1 Redflex is paid $38.00 per adjudicated violation. 1,2,3

Notes:

I. Prices for equipment, and fees per adjudicated violation, to remain constant for initial five year term, thereafter to be

adjusted pursuant to the CPI adjustment provisions stated below (See Business Assumptions for All Pricing Options).

2 Fees to be paid for each violation adjudicated as responsible for civil violations and guilty for criminal

violations, and for attendance at traffic school. No fee

is

paid for not responsible or not guilty adjudications.

3 Redflex is responsible for all operating costs, including maintenance, fuel, washing, etc. for all vehicles, and for

registration fees, insurances, repairs, etc., for vendor-owned vehicles.

29


30/104

License Plate Reader LPR) Systems

A. Fixed LPR Equipment:

1.

Option

1

- Town may purchase fixed LPRs for $34,000 and pay an annual fee

o

$1,000.00 per fixed site.

2. Option

2

- Town may lease fixed LPRs for $7,500.00 per year per site, with no

additional annual cost.

B. Vehicle Mounted LPR Equipment by Town: Once mobile data computers are

installed in Town's vehicles, Town may elect to exercise either:

1.

Option

1

- Town may purchase vehicle mounted LPRs for $22,000 and an

annual fee o

$1

,000.00 per vehicle.

2. Option 2 - Town may lease vehicle mounted LPRs for $7,500.00 per year per

LPR, with no additional annual cost.

Note:

I. Prices for equipment, and fees per adjudicated violation,

to

remain constant for initial five year term, thereafter to be

adjusted pursuant

to

the CPI adjustment provisions stated below (See Business Assumptions for All Pricing Options).

30


31/104

H LO Systems

1. Option 1 - Town may elect to purchase a HALO System for $15,000.00 and an

annual fee o $250.00 per installed location.

2. Option 2 - Town may lease the HALO System for $3000.00 per installed location

per year, with no additional annual fee.

Note:

I. Prices for equipment, and fees per adjudicated violation, to remain constant for initial five year term, thereafter

to

be

adjusted pursuant

to

the CPI adjustment provisions stated below (See Business Assumptions for All Pricing Options).

3


32/104

PRICING AND PAYMENT TERMS

1. Payment.

a The Parties hereto specifically agree that the amounts collected as

compensation pursuant to this Exhibit are full remuneration for Redflex

performing all

of

the services contemplated by this Agreement and there

is

no additional compensation unless otherwise provided for this

Agreement.

b Redflex shall invoice the Town monthly for compensation due for

previous month, and shall include supporting documentation for

amounts calculated in conjunction with the Town.

c The Town agrees to pay Redflex within thirty (30) days after the invoice

is

received. Town shall be obligated

to

pay the cumulative balance

invoiced by Redflex, in accordance with terms set forth above.

2

Cost Recovery

eimbursement

under

Termination

for Convenience.

In the event the Town terminates this Agreement for Convenience under Section

6.1, Redflex shall be entitled to a cost recovery reimbursement for the costs

associated with the Equipment installed at each Designated Intersection Approach

prior to the Redflex receiving the termination notice.

3. Business Assumptions. The following business options shall govern all pricing

options:

a Redflex construction will be able to utilize existing conduit for installation

where space is available.

b Commencing on the fifth anniversary date

of

this Agreement, and for each

year thereafter, on the anniversary date

of

the Agreement, 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.

c Town agrees to pay Redflex for each adjudicated violation within forty-five

(45) days after the invoice

is

received. A monthly late fee

of

1.5

is

payable

for amounts remaining unpaid sixty (60) days from date of invoice.

d

The provision of all necessary communication, broadband and telephone

services to the D

redflex contract with paradise valley 2013

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