EXCLUSIVE AGREEMENT FOR TRAFFIC CAMERA SAFETY IMPROVEMENT PROGRAM +�. _.�
EXCLUSIVE AGREEMENT BETWEEN THE CITY OF CLEARWATER, FLORIDA
AND REDFLEX TRAFFIC SYSTEMS, INC. FOR
TRAFFIC CAMERA SAFETY IMPROVEMENT PROGRAM
This CONTRACT made and entered into this�� day of�5y�ir,� , 2011 by and
between the City of Clearwater, Florida, a municipal corporation, with offices located at
112 S. Osceola Avenue, Clearwater, FL 33756 hereinafter designated as the "City", and
Redflex Traffic Systems, Inc., a DELEWARE Corporation, with offices located at 23751
23�Ave. Phoenix, AZ 85085, hereinafter designated as the "Contractor" or"Redflex."
WIT'NESSETH:
That the parties to this contract each in consideration of the undertakings, promises and
agreements on the part of the other herein contained, do hereby undertake, promise and
agree as follows:
The Contractor, and his or its successors, assigns, executors or administrators, in
consideration of the sums of money as herein after set forth to be paid by the City and to
the Contractor, shall and will at their own cost and expense perform all labor, furnish all
materials, tools and equipment for all individual projects assigned as a result of this
contract.
For each individual project in accordance with such proposal and technical supplemental
specifications and such other special provisions and drawings, if any, which will be
submitted by the City, together with any advertisement, instructions to bidders, general
conditions, proposal and bond, which may be hereto attached, and any drawings if any,
which may be herein referred to, are hereby made a part of this contract, and all of said
work to be performed and completed by the contractor and its successors and assigns
shall be fully completed in a good and workmanlike manner to the satisfaction of the
City.
If the Contractor should fail to comply with any of the terms, conditions, provisions or
stipulations as contained herein within the time specified for completion of the work to be
performed by the Contractor, then the City, may at its option, avail itself of any or all
remedies provided on its behalf and shall have the right to proceed to complete such work
as Contractor is obligated to perform in accordance with the provisions as contained
herein.
In addition to the foregoing provisions, the Contractor agrees to conform to the following
requirements:
In connection with the performance of work under this contract, the Contractor agrees not
to discriminate against any employee or applicant for employment because of race, sex,
religion, color, or national origin. The aforesaid provision shall include, but not be
limited to, the following: employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; lay-off or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The Contractor
agrees to post hereafter in conspicuous places, available for employees or applicants for
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employment, notices to be provided by the contracting officer setting forth the provisions
of the non-discrimination clause.
The Contractor further agrees to insert the foregoing provisions in all contracts
hereunder, including contracts or agreements with labor unions and/or worker's
representatives, except sub-contractors for standard commercial supplies or raw
materials.
RECITALS
WHEREAS, Redflex has exclusive knowledge, possession and ownership of certain
equipment, licenses, applications, and citation processes related to the Traffic Camera
Safety Improvement Program (hereinafter"the Program"); and
WHEREAS, the Customer desires to engage the services of Redflex to provide certain
equipment, processes and back office services so that Authorized Employees of the
Customer are able to identify and enforce traffic violations; and
WHEREAS, it is a mutual objective of both Redflex and the Customer to reduce the
incidence of vehicle collisions at the traffic intersections and along roads and streets that
will be monitored pursuant to the terms of 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 Employee" means a Traffic Infraction Enforcement Officer or
other individual authorized by the City, whose duties and qualifications are set
forth in Chapter 2010-80, Laws of Florida, as amended or recodified from time to
time ,
1.2. "Authorized Violation" means each Violation in the Violation Data for
which authorization to issue a citation in the form of an Electronic Signature is
given by the Authorized Employee through the Redflex System.
1.3. "Confidential or Private Information" means, with respect to any Person,
any information, matter or thing of a secret, confidential, exempt, 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:
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1.3.1. 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
1.3.2. 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.
1.3.3. 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.
1.4. "Desi�nated Intersection Approaches" means the Intersection Approaches
as Redflex and the Customer shall mutually agree from time to time. See Exhibit
A for the number of approaches.
1.5. "Electronic Si�nature" means the method through which the Authorized
Employee indicates his or her approval of the issuance of a Citation in respect of
a Potential Violation using the Redflex System.
1.6. "Enforcement Documentation" means the necessary and appropriate
documentation related to the issuance and collection of Notices of Violation and
Uniform Traffic Citations for the enforcement of identified Infractions. This shall
include warning letters, Notices of Violation, instructions for Notices of
Violation, form affidavits, instructions for form affidavits, reminder letters, a
numbering sequence for notices of violation, chain of custody reports, Uniform
Traffic Citations, criteria regarding operational policies for processing Notices of
Violation and Uniform Traffic Citations, and technical supporting
documentation, to include video and still images, for hearings in accordance with
applicable state laws and regulations, and technical support documentation.
Video and still images of violations shall additionally be available to City in a
common format agreeable to the Pinellas/Pasco Clerk of the Circuit Court.
1.7. "Equipment" means any and all approach cameras, sensors, equipment,
components, products, software and other tangible and intangible property
relating to the Program.
1.8. "Fine" means a monetary sum assessed for Citation, but excluding
suspended fines.
1.9. "Governmental Authoritv" means any domestic or foreign government,
governmental authority, court, tribunal, agency or other regulatory,
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administrative or judicial agency, commission or organization, and any
subdivision, branch qr department of any of the foregoing.
1.10. "Infraction" means any violation of secs. 316.074(1) or 316.075(1)(c)1,
Florida Statutes that may be enforced pursuant to sec 316.0083, Florida Statutes,
as may be amended or recodified and as established by defined business rules.
However, the failure to come to a complete stop while turning right on red shall
not be enforced pursuant to this program.
1.11. "Infraction Criteria" means the standards and criteria by which Potential
Infractions will be evaluated by Authorized Employees 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, 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
Florida State Statutes and other Governmental Authorities. Should the State of
Florida change criteria which requires additional modification to the Program or
its detection equipment, any cost incurred is the responsibility of Redflex.
1.12. "Infraction Data" means the images and other Infraction data gathered by
the Redflex System at the Designated Intersection Approaches.
1.13. "Installation Date of the Pro�am" 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
Program.
1.14. "Intellectual Propertv" 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 arisirig by operation of law, contract, license, or otherwise,
and (� 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.
1.15. "Intersection Approach" means a conduit of travel with up to six (6)
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 the Program by the Customer.
1.16. "Notice of Violation" means the written notice of an infraction, which is
delivered by first class mail by Vendor to Owner of a motor vehicle involved in
an Infraction based upon the appropriate Enforcement I�ocumentation pursuant
to the requirements of Chapter 2010-80, Law of Florida, as may be amended or
recodified.
1.17. "Operational Period" means the period during the Term, commencing on
the Installation Date, during which the Program is functional in order to permit
the issuance of Notices of Violation and Uniform Traffic Citations for authorized
Infractions using the Redflex System.
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1.18. "Person" means a natural individual, company, Governmental Authority,
partnership, firm, corporation, legal entity or other business association.
1.19. "Pro,ject Mana�er" means the project manager appointed by the Customer
in accordance with this Agreement, which may be an Authorized Employee and
shall be responsible for overseeing the installation of the Intersection Approaches
and the implementation of the 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 City Council or other
governing body of the Customer.
1.20. "Potential Violation" means, with respect to any motor vehicle passing
through a Designated Intersection Approach, the data collected by the Redflex
System with respect to such motor vehicle, which data shall be processed by the
Redflex System for the purposes of allowing the Authorized Employee to review
such data and determine whether a red light traffic violation has occurred.
1.21. "Proprietarv Propertv" 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.
1.22. "Records Retention" means the period of time that Redflex will retain
confidential information to include photographic evidence and data associated
with the Program.
1.23. "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 the Program 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.
1.24. "Redflex Project Mana�er" means the project manager appointed by
Redflex in accordance with this Agreement, who shall be responsible for
overseeing the construction and installation of the Designated Intersection
Approaches and the implementation the 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.
1.25. "Redflex Svstem" means, collectively, the Salus� and/or SMARTcam�
System, the SMARTscene� System, and all of the other equipment, applications,
cameras, sensors, components, motor vehicles and other tangible and intangible
property relating thereto, to enable Redflex to enforce a minimum of one lane of
travel at a designated location. The SMARTops� System, the Program, and all
of the other equipment, applications, back office processes, servers, off-site
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backup systems, software and other tangible and intangible property relating
thereto.
1.26. "REDFLEXred� System" means the proprietary digital redlight photo
enforcement system of Redflex relating to the Program.
1.27. "Salus� System" means the proprietary software that controls the systems
of Redflex relating to the Program.
1.28. "SMARTcam� Svstem" means the proprietary software system that
controls the systems of Redflex relating to the Program.
1.29. "SMARTops� S sy tem" means the proprietary back-office processes of
Redflex relating to the Program.
1.30. "SMARTscene� System" means the proprietary digital video camera unit,
hardware and software required for providing supplemental violation data
relating to the Program.
1.31. "Traffic Camera Safetv Improvement Program" or "the Pro�am" are
interchangeable and synonymous and mean 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 sensor arrays which, collectively, are capable of ineasuring Violations and
recording such Violation data in the form of photographic images of motor
vehicles.
1.32. "Traffic Signal Controller Boxes" means the signal controller interface
and vehicle detection owned and operated by the Customer. This includes, but
not limited to, the Customer's traffic controller, Customer's vehicle detection
equipment, Customer's communication equipment, Customer's controller
cabinet, etc.
1.33. "Uniform Traffic Citation"means a uniform traffic citation as described in
Section 316.650 of the Florida Statutes; �
1.34. "Video Survev Anal�sis VSA)" means a video evaluation, statistical
modeling, and assessment of infraction rates at suspected problematic
intersections and approaches to determine the need for a Redflex System. Video
Survey Analysis shall provide for each designated intersection approach, at a
minimum of three 8-hour periods on different days, including peak conditions of
monitoring in order to provide a data baseline of violation frequency.
1.35. "Warnin� Period" means a period after the Installation Date of the first
intersection approach, wherein only warning notices shall be issued, commencing
within 3 days after the system has been installed. After the commencement date,
the Warning Period shall continue for a minimum of thirty (30) calendar days, as
required by Florida Statutes, prior to the issuance of a Notice of Violation.
2. TERM. This agreement shall commence on the date of successful completion of the
Pilot Program (as defined herein); this agreement shall be for a period of three years,
consistin� of a six-month Pilot Program and a remainin t� erm of two and one half
vears (the "Start Date"�and may be automatically extended for two additional 2-year
periods. The Customer may exercise its right not to renew this Agreement for a
renewal term by providing advanced written notice to Redflex not less than forty-five
(45) calendar days prior to the last day of the initial term.
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PILOT PROGRAM. The City and Contractor shall initially engage in a six (6) month
pilot and testing program to evaluate the benefits of the Traffic Camera Safety
Improvement Program. The pilot program shall include installation and enforcement
at two (2) designated intersections, with the City reserving the right to select the
number of intersection approaches implemented at each selected site, not exceeding
two (2) enforced approaches at one intersection and three (3) enforced approaches at
the other intersection. The City will work with Contractor to identify the designated
intersections based on public-safety needs and the physical characteristics of the
intersection. To minimize intrusiveness, the City will allow Contractor, to the extent
possible, to utilize existing infrastructure including street light poles, mast-arms, and
depending on the location, power; if capacity is available.
PILOT SUCCESS. This agreement includes a Cost Neutrality guarantee, thereby
eliminating all upfront costs and all fiscal risk associated with the Contractor's fees. This
Cost Neutrality guarantee is inclusive under the Pilot Program.
The goal of the Pilot Program is to quantify the effectiveness of red light enforcement
cameras on red light running rates at dangerous intersections as identified by Police and
Traffic Engineering.
Analyses will compare the rate of red light running before the installation of red light
enforcement cameras and the rate of red light running at the same designated
intersections and at the same approaches after the implementation of red light
enforcement cameras.
The VSA (video survey analysis) process will provide the baseline or "before" study
period data to provide daily rates of red-light violations. After the 6-month operational
pilot program, an "after" study period will be implemented. At that point, the "after"
study will use data from the last four weeks of the 6-month pilot program. Each week,
during the final four weeks of the pilot program, data will be collected relating to the
frequency of red light violations occurring during the day(s) of week/time period(s) that
substantially mirror the three distinct eight (8) hour collection periods of the VSA. At
the conclusion of the four weeks, the data from each corresponding collection period will
be added and then averaged to determine the mean number of violations occurring during
the"before" and "after"period.
Using regression analysis (or a similar statistic analysis), the success of the Pilot program
will examine the relationship of camera enforcement on red light running frequency. If
the mean number of violations occurring during the "after" study is reduced by at least
fifteen (15) percent when compared to the corresponding VSA mean, the pilot will be
considered"successful" under the terms of this agreement.
Should the Pilot Program achieve success as identified above, the two and one-half year
remaining term of the initial contract shall automatically continue; and the program will
remain in operation under the terms of this Agreement. The City has the right to
terminate this program without penalty, such as the remaining amortized costs in 6.4, if
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the Pilot program is unsuccessful by providing the Contractor thirty (30) days written
notice. At any time during the Filot or imrnediately thereafter, based on positive trending
regarding the reduction of red-light running rates, at the City's request and based on
mutual agreement, the City can request to move beyond the Pilot and implement a wide-
scale system installation. In that case, the additional approaches shall be amortized over
the remaining term of the three-year contract.
Upon notice to Contractor, the City reserves the right to renegotiate the terms and
conditions of this agreement should the disbursement of fines and/or fees collected during
the administration of a red light camera program be amended by Florida State Statute. If
the Florida Legislature reduces the amount of fines disbursed to the City, the City shall
have the option of discontinuing the agreement with no penalty, such as the remaining
amortized costs in 6.4, upon providing Contractor forty five (45 days) written notice.
3. SERVICES. Redflex shall provide the 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 System at
such Designated Intersection Approaches, the Customer and Redflex shall have
the respective rights and obligations set forth on Exhibit B attached hereto.
3.2. MAINTENANCE. With respect to the maintenance of the Redflex System at the
Designated Intersection Approaches the Customer and Redflex shall have the
respective rights and obligations set forth on Exhibit C attached hereto.
3.3. VIOLATION PROCESSING. Violations shall be processed as follows:
3.3.1. All Violations Data shall be stored on the Redflex System;
3.3.2. The Redflex System shall process Violations Data gathered from the
Designated Intersection Approaches into a format capable of review by the
Authorized Employee via the Redflex System;
3.3.3. The Redflex System will be accessible by Authorized Staff through a
secure and encrypted connection by use of a confidential user account on a
computer equipped with a high-speed Internet connection and an approved
web browser.
3.3.4. Redflex shall provide the Authorized Employee with access to the Redflex
System for the purposes of reviewing the pre-processed Violations Data
within four (4) days of the gathering of the Violation Data from the
applicable Designated Intersection Approaches.
3.3.5. The Customer shall cause the Authorized Employee to review the
Violations Data and to determine whether a citation shall be issued with
respect to each Potenfial 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 Redflex System for such purpose, and REDFLEX HEREBY
ACKNOWLEDGES AND AGREES THAT THE DECISION TO ISSUE A
CITATION SHALL BE THE SOLE, UNILATERAL AND EXCLUSIVE
DECISION OF THE AUTHORIZED EMPLOYEE AND SHALL BE
MADE IN SUCH AUTHORIZED EMPLOYEE'S SOLE DISCRETION (A
"CITATION DECISION"), AND IN NO EVENT SHALL REDFLEX
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HAVE THE ABILITY OR AUTHORIZATION TO MAKE A CITATION
DECISION.
3.3.6. With respect to each Authorized Violation, Redflex shall print and mail a
Notice of Violation andLor Uniform Traffic Citation within five (5) days
after Redflex's receipt of such authorization; provided, however, during the
Warning Period, warning violation notices shall be issued in respect of all
Authorized Violations;
3.3.7. Redflex shall continually maintain an ability to transmit authorized
Uniform Traffic Citations electronically, at the time of issuance by an
Authorized Employee, to the Pinellas/Pasco Clerk of the Circuit Court. This
transmittal will be in a format authorized by the Pinellas/Pasco Clerk of the
Circuit Court.
3.3.8. Redflex shall maintain an ability to continually transmit, electronically, all
data regarding issued Notice of Violations and issued Uniform Traffic
Citations to the Customer's Report Beam server or other designated
database.
3.3.9. Redflex shall continually ensure compliance with conditions or restrictions
of applicable Florida State Statutes during the terms of this agreement at no
cost to the City.
3.3.10. Redflex shall provide a toll-free telephone number for the purposes of
answering citizen inquiries
3.3.11. Redflex shall permit the Authorized Employee to generate reports using
the Redflex Standard Report System.
3.3.12. Monthly, Redflex Shall provide, without cost to the Customer, reports
regarding the processing and issuance of Citations, the maintenance and
downtime records of the Designated Intersection Approaches and the
functionality of the Redflex System with respect thereto to the Customer in
such format as mutually agreed upon.
3.3.13. During the six (6) month testing and evaluation period andlor 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;
rovided, however, the Customer shall use reasonable best efforts to seek
judicial notice in lieu of requiring Redflex to provide such expert witnesses;
After the initial6 month period, expert testimony may be provided on a cost
reimbursement basis for time and travel, not to exceed $500 per request.
3.3.14. During the three (3) month period following the Installation Date, Redflex
shall provide such training to Customer personnel as shall be reasonably
necessary in order to allow such personnel to act as expert witnesses on
behalf of the Customer with respect to the Program.
3.4. Records Retention: Redflex shall retain confidential or exempt information to
include photographic evidence and data associated with the Program for a period
defined by the guidelines of the State of Florida, County of Pinellas, or the City
of Clearwater.
3.5. PROSECUTION AND COLLECTION; COMPENSATION. The Customer shall
diligently prosecute authorized violations, through either Notice of Violation or
Uniform Traffic Citation, which are deemed prosecutable by the reviewing City
employee.
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3.6. TAXES. Where required by state statute, ordinance or regulation, Redflex shall
pay for and maintain in current status all taxes that are necessary for contract
performance. No charge by the City/Customer shall be made for federal excise
ta�ces and City/Customer agrees to furnish Redflex with an exemption certificate
where appropriate for any applicable sales and/or use taxes.
3.7. 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.
3.8. 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
"Chan�Order Notice"). Upon Redflex's receipt of a Change Order Notice,
Redflex shall deliver a written statement describing the cost, if any (the "Chan�e
Order Pro�,osal"). The 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; rovided, 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 �xhibit 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.
3.9. ROAD REPAIRS AND CONSTRUCTION PROJECTS. The term of an
installed camera shall be temporarily suspended as a result of any Customer-
authorized road repairs, street improvements or stop work order that interrupts,
impedes, obstructs or interferes with the successful performance of the installed
camera for a period of fourteen (14) or more calendar days. This section shall
not apply to those projects beyond the control of the Customer, such as projects
initiated by the Florida Department of Transportation or other controlling entity.
4. LICENSE:RESERYATION OFRIGHTS.
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 Clearwater,
access and use the Redflex System for the sole purpose of reviewing Potential
Violations and authorizing the issuance of Citations pursuant to the terms of this
Agreement, and to print cqpies of any content posted on the Redflex System in
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connection therewith, (b) disclose to the public (including outside of the City of
Clearwater that Redflex is providing services to the Customer in connection with
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 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 System, the
Redflex Marks, all Intellectual Property arising from or relating to the Redflex
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. Customer
retains the right to any:� Intellectual Property, equipment, and/or concepts
developed by its employees or subcontractors.
4.3. RESTRICTED USE. The Customer hereby covenants and agrees that it shall not
(a) make any modifications to the Redflex System, including but not limited to
any Equipment, (b) alter, remove or tamper with any Redflex Marks, (c) use any
of the Redflex Marks in any way which might prejudice their distinctiveness,
validity or the goodwill of Redflex therein, (d) use any trademarks or other marks
other than the Redflex Marks in connection with the 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 System, the Redflex System,
including but not limited to any Equipment, or to any, Intellectual Property or
Proprietary Property of Redflex, or cause any other Person to do any of the
foregoing.
4.4. PROTECTION OF RIGHTS. I�edflex 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. 1NFRINGEMENT. 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
11
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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;
�rovided, 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.
4.7. UNAUTHORIZED REFERENCES TO REDFLEX. Customer shall not utilize,
make use of and/or make any reference to Redflex, its name or likeness, its
affiliated, parent or subsidiary companies or corporations, its logos, insignias,
trademarks, trade names, brand, websites, property, assets, products or services,
including, but not limited�'to, the "SMARTcamTM System", "SalusTM System",
"REDFLEXredTM System", "REDFLEXspeedTM System", "REDFLEXraiITM
System", "REDFLEXstopTM System", "REDFLEXslimlineTM System",
"SMARTopsTM System", "SMARTsceneTM System"; "PLATESCANTM System"
and/or and any and all combinations, variants and derivatives thereof, in, on or
about, Customer marketing, publicity, media, public relations, advertising,
education or training materials, information, data, papers and/or documents, for
any reason or purpose, whatsoever, without the prior written approval of Redflex
which may be withheld, denied, delayed, rejected and/or refused, by Redflex in
its sole, absolute and unilateral discretion.
5. REPRESENTATIONS AND WARRANTIES.
5.1. Redflex Representations and Warranties.
5.1.1. Authoritv. 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 System, subject to applicable law, in
compliance with all specifications provided to Redflex by the Customer.
5.2. Customer R�resentations and Warranties.
5.2.1. Authoritv. The Customer hereby warrants and represents that it has all
right, power and authority to execute and deliver this Agreement and
perfortn its obligations hereunder.
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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 pF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOS�?WITH RESPECT Tp THE REDFLEX 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
DESIGNAT�D INTERSECTION APPROACHES OR THE REDFLEX
SYSTEM WILL OPERATE IN THE WAY THE CUSTOMER SELECTS FOR
USE, OR THAT THE OPER.ATION OR USE THEREOF WILL BE
UNINTERRUPTED. THE CUSTOMER HEREBY ACKNOWLEDGES THAT
THE REDFLEX SYSTEM MAIr MALFUNCTION FROM TIME TQ 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 : Either party shall have the right to terminate this Agreement
by 90 days written notice to the other with or without cause.
6.2. If Florida State Statutes are amended to prohibit or substantially change the
operation of the Clearwater Program, or the Sixth Judicial Circuit, one of the
Flarida District Courts of Appeal, the Florida Supreme Court, one of the Florida
federal district courts, the Eleventh Circuit Court of Appeals, or the United States
Supreme Court rules the red-light camera statues unlawful or that the Citations
from the Clearwater Program or a substantially similar program are inadmissible
in evidence, the City may immediately terminate this agreement. For the
purposes of this agreement, termination of the agreement under these conditions
shall be considered as termination with cause; and the City shall incur no penalty,
such as the remaining amortized costs in 6.4, for such termination.
6.3. Should either party commit a material breach of any of the provisions of this
agreement a party shall have the right to remedy or cure the cause for termination
or breach 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 appropriate party
setting forth in reasonable detail the events of the cause for termination or
breach. Termination of this Agreement shall not be enforceable or effective
unless the terminating party mails written notice of termination to the non-
terminating party not less than forty-five (45) calendar days prior to the
Agreement termination date and provides to the non-terminating party the
opportunity to remedy or cure the cause of the termination or breach within the
forty-five (45) calendar day time period provided herein. Termination of the
agreement under these co�ditions shall be considered as termination with cause;
13
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and the City shall incur no penalty, such as the remaining amortized costs in 6.4,
for such termination.
6.4. TERMINATION FOR CONVENIENCE: This Agreement is terminable at will,
and either party may cancel this Agreement, without cause, upon ninety (90) days
written notice. If the City terminates without cause, City shall be obliged to
reimburse the Contractor for all documented unamortized costs for the non-
recoverable expense incurred with construction, installation and development,
not to exceed $27,000 per operational approach. Amortized costs will be
determined on a 3-year or 36 month schedule starting from the date the
operational approach is installed. For example, if the City terminates the contract
for convenience 1 year after the installation of an operational approach, Redflex
would have the right to be reimbursed a total not to exceed $18,000, since 33%
(or 12 months of a 36 months schedule) has already been amortized and
depreciated. Additionally, Contractor will wark with the City's Department of
Public Works and when feasible, utilize the Department of Public Works as a
sub-contracting entity on a fee for service basis, in which the City will invoice
Contractor for any agreed upon construction services.
6.5. RIGHTS AND REMEDIES. In connection with any breach and/ar termination
of this Agreement, Redflex shall have and hereby reserves, in full, all rights and
remedies available in law and/or in equity. 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.
6.6. PROCEDURES UPON TERMINATION. The termination of this Agreement
without cause shall not relive 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:
6.6.1. 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 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 to the Customer regarding the collection of data and the issuance
of Citations 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, (iv) promptly deliver to Customer a final invoice stating
all fees and charges properly owed by Customer to Redflex for work
performed and Citations issued by Redflex prior to the termination, and (v)
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 this Agreement. Immediately upon termination Redflex
is no longer bound to the Data Retention Requirements for any data and if
the customer wishes to obtain the data it must be conveyed at the time of
termination. Redflex will transfer the data and relevant information to the
City by a mutually agreed upon method. Redflex will provide no tools for
accessing this data or other guarantees.
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6.6.2. The Customer shall (i) immediately cease using the Program, accessing
the Redflex System and using any other Intellectual Froperty 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 and Citations issued by Redflex prior to the
termination.
6.6.3. Unless the Customer and Redflex have agreed to enter into a new
agreement relating to the 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.
6.6.4. In addition to any and all other rights and remedies available andlor
reserved herein, the Customer shall pay to Redflex a pro rata share of all
monies or revenue generated, collected and/or received by Customer after
the Agreement termination date that are, in any way, a result of, associated
with and/or attributable to, in whole or in part, the products or services
rendered to Customer by Redflex.
6.7. SURVIVAL. Notwithstanding the foregoing, the definitions and each of the
following shall survive the termination of this Agreement: (i) 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 (Injunctive Relief; Specific Performance),
11.18 (Applicable Law)) and 11.19 (Jurisdiction and Venue), and (ii) 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. REDFLEX ACKKNOWLEDGES THAT THE CUSTOMER
WILL OBTAIN AUTHORIZATION FROM THE FLORIDA DEPARTMENT OF
LAW ENFORCEMENT (FDLE) FOR REDFLEX TO �JSE THE CLEARWATER
POLLICE DEPARTMENT'S ORIGINATING AGENCY IDENTIFIER (ORI) TO
FACILITATE ACCESS TO VEHICLE REGISTRATION INFORMATION
PROVIDED VIA FDLE'S INTERNATONAL NSTICE AND PUBLIC SAFETY
NETWORK CONNECTION, THE FLORIDA CRIME INFORMATION CENTER
MESSAGE SWITCH, AND THE FLORIDA DEPARTMENT OF HIGHWAY
SAFETY AND MOTOR VEHICLES FOR USE IN ENFORCING THE
CUSTOMER'S RED LIGHT CAMERA PROGRAM. REDFLEX AGREES TO
ABIDE BY THE TERMS OF THE "RED LIGHT CAMERA OPERATIONS
SUPPLEMENT CRIMINAL JUSTICE USER AGREEMENT," WHICH IS MADE
A PART HEREOF AS EXHIBIT "H." 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 other Confidential Information
15
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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 conf'idence 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 reas'onably 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. INDEMNIFICATIONAND LIABILTY.
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, 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
negligence or willful miscpnduct 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
negligence or willful misconduct of any Redflex Party. Nothing herein, however,
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shall be construed to waive or modify the provisions of Section 768.28, Florida
Statutes or the doctrine of sovereign immunity.
8.3. Indemnification Procedures. In the event any claim, action or demand (a
"Glaim") 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 so 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 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 special, incidental, indirect, consequential or punitive damages
however caused and on any theory of liability arising out of or relating to this
Agreement, except and only to the extent expressly authorized pursuant to
provision 11.20, entitled "PREVAILING PARTY" of this Agreement. In the
event of any breach of this Agreement, however, the non-breaching party is
entitled to recover expectation damages from the breaching party, which are
defined as the amounts that non-breaching party would have received under the
Agreement had the breaching party fully performed pursuant to the terms and
conditions of 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.
23751 North 23`d Avenue
17
,
,. .,
Phoenix, AZ 85027
Attention: Program Management Office
Facsimile: (623) 207-2050
9.2. Notices to the Customer:
City of Clearwater Police Department
645 Pierce Street
Clearwater, FL 33756
Attention: Lieutenant D.H. Dalton
Facsimile: 727-5 62-4198
10.DISPUTE RESOL UTION. 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.MISCELLANEOIIS.
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
18
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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 sha11 create the
relationship of principal and agent or otherwise permit either pariy 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 to
audit the books and records of the other party hereto (the "Audited Partv") 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.
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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 CUMLJLATIVE. 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. COST NEUTRALITY. Under Exhibit D, Business Assumptions for All
Pricing Options, subsection 1, this provision allows the City to defer certain
payments should insufficient funds be available and if at the end of the each term
of the contract sufficient funds have not been collected to pay the balance then
due to Contractor; the Contractor waives its right to recovery of any outstanding
balance. This provision shall not apply if law enforcement waives more than
10% of valid infractions forwarded to law enforcement for acceptance according
to mutually agreed upon business rules.
11.15. 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.
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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. 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.
11.18. APPLICABLE LAW. This Agreement shall be governed only by and
construed, in all respects, solely in accordance with the laws of the State of
Florida.
11.19. JURISDICATION AND VENUE. Any conflict, claim ar dispute between
Redflex and the Customer affecting, arising out of or relating to the subject matter
of this Agreement shall be filed only in and litigated solely in the Sixth Judicial
Court in the for Pinellas County, Florida; and both parties specifically agree to be
bound by the exclusive jurisdiction and venue thereof.
11.20. PREVAILING PARTY. In the event of any conflict, claim or dispute
between Redflex and the Customer affecting, arising out of or relating to the subject
matter of this Agreement, the prevailing pariy shall be entitled to receive from the
non-prevailing party all attorneys' fees, expert fees, and related costs. Attorneys'
fees, expert fees, and related costs shall be assessed by a Court and not by a jury
and shall be included in any judgment obtained by the prevailing party.
(The remainder of this page is left intentionally blank)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first set forth above.
Countersigned: CITY OF CLEARWATER, FLORIDA
� �,-�-�� By: ,�,�;�-�- -�'
Frank V. Hibbard William B. Horne II
Mayor City Manager
Approved as to form: Attest:
��`�of TyF�.�
� t� ei��\�/� � '�' �� �
a ���
obert urette Rosemarie Call � -- t`�Y� �;��
Assistant City Attorney City Clerk � -- _ t"a;
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REDFLEX TRAFFIC SYSTEMS, INC.
�
By:
Name: I aren Finley
Title: CEO
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EXHIBIT"A"
Designated Intersection Approaches
The contract is for the implementation of up to 30 intersection approaches. Identification
of enforced intersection approaches will be based on mutual agreement between Redflex
and the City as warranted by community safety and traffic needs.
The City will make all reasonable efforts to provide the list of proposed intersections
under consideration prior to formal project kick-off to the designated Redflex project
manager.
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EXHIBIT"B"
Construction and Installation Obli at� ions
Timeframe for Installation: Fixed Traffic Camera Safetv Improvement Pro�ram:
Redflex will have each specified approach 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 sixty (60) days subsequent to formal project kick-off and receipt of
the required customer approved program business rules. 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 Customer with timely completion of the Traffic Camera Safety
Improvement Program, Redflex requires that the Customer assist with obtaining timely
approval of permit requests. The Customer acknowledges the importance of the safety
program and undertakes that in order to keep the project on schedule the Customer will
provide engineering review(s) of Redflex permit requests and all documentation in a
timely manner.
1. Redflex Oblig,ations. 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;
1.2. Request current "as-built" electronic engineering drawings for the Designated
Intersection Approaches (the "Drawings") from the City traffic engineer;
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 City permit applications.
1.5. Finalize the acquisition of the Approvals;
1.6. Assist the Customer in developing a public awareness strategy, which may
include media and educational materials;
1.7. Develop the 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.
1.10. Cause an electrical sub-contractor to complete all reasonably necessary
electrical work at the Designated Intersection Approaches, including but not
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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 System and establish fully operational Violation processing
capability with the Redflex System;
1.12. Implement the use of the Redflex System at each of the Designated
Intersection Approaches;
1.13. Deliver the Materials to the Customer; and
1.14. Citation processing and citation issuance/re-issuance for Authorized
Violations;
1.15. Redflex shall 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 Employees and other persons involved in the administration of the
Program, (ii) for up to sixteen (16) hours in the aggregate, (iii) regarding the
operation of the Redflex System and the Program, which training shall include
training with respect to the Redflex System and its operations, strategies for
presenting Violations Data in court and judicial proceedings and a review of the
Enforcement Documentation;
1.16. Intersect with judicial personnel to address issues regarding the
implementation of the Redflex System, the development of a subpoena
processing timeline that will permit the offering of Violations Data in court and
judicial proceedings, and coordination between Redflex, the Customer and where
applicable,juvenile court personnel.
1.17. Comply with Section 316.0776, Florida Statutes, which directs that
placement and installation of Traffic Infraction Detectors must be in accordance
with placement and installation specifications developed by the Florida
Department of Transportation(FDOT).
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 Project Manager;
2.1.2. Assist Redflex in obtaining the Drawings from the relevant Governmental
Authorities;
2.1.3. To improve system aesthetics, reduce intrusiveness and reduce incurred
expense, Customer will allow, where permissible, to use existing
infrastructure, including but not limited to, poles, mast-arms, conduit and
power.
2.1.4. Notify Redflex of any specific requirements relating to the construction
and installation of any Intersection Approaches or the implementation of the
Traffic Camera Safety Improvement Program;
2.1.5. Provide assistance to Redflex in obtaining access to the records data of the
Department of Motor Vehicles in Redflex's capacity as an independent
contractor to the Customer by completing a form indicating that Redflex is
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acting an Agent of the Customer for purposes of accessing vehicle
ownership data for permissible uses under the Driver Privacy Protection Act
18 U.S.0 section 2721; and
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 Designated
Intersection Approaches and the Traffic Camera Safety Improvement
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 Avvareness Strategy and provide written
notice to Redflex with respect to the quantity of inedia 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 any of the Designated
Intersection Approaches and ending one (1) month after the Installation
Date;
2.1.10. Assist Redflex in developing the Violation Criteria; and
2.1.11. Seek approval of the Enforcement Documentation.
2.1.12. Provide on-going adequate electrical power in order to operate the
systems.
2.1.13. The Customer will allow Redflex to use existing conduit space as
available. �
2.1.14. The Customer shall maintain LED traffic signal lights (yellow and
red) at all enforced locations,
2.1.15. Customer is responsible for maintaining applicable computer hardware,
web browsers and high speed Internet access sufficient to access and
operate the Redflex system
2.1.16. The Customer will ensure that amber light phase timing at photo enforced
intersections meets the minimtun standards according to Federal, State and
Local laws, guidelines and rules.
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EXHIBIT"C"
Maintenance
1. All repair and maintenance of the Traffic Camera Safety Improvement Program and
related equipment will be the sole responsibility of Redflex, including but not limited
to maintaining the casings of the cameras included in the Redflex System and all
other Equipment in reasonably clean and graffiti-free condition.
2. Redflex shall not open the Traffic Signal Controller Boxes without a representative of
City Traffic Engineering present.
3. In the event that images of a quality suitable for the Authorized Employee to identify
Violations cannot be reasonably obtained without the use of flash units, Redflex shall
provide and install such flash units.
4. Redflex may assign specific personnel to provide follow up assistance to the
Customer in the form of the HELPDESK, a designated Customer Service
Representative and a Director of Accounts.
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EXHIBIT"D"
COMPENSATION& PRICING
Vendor agrees to provide a turnkey solution for a Traffic Camera Safety Improvement
Program wherein all reasonably necessary elements required to implement and operate
the solutions are the responsibility of Redflex, except for those items identified in this
Agreement as the responsibility of the Customer.
The turnkey program includes red light camera equipment, installation, maintenance and
violation processing services. Including web application hosting, maintenance and remote
administration, clerical data entry and quality review steps, DMV record access and data
acquisition, notice mailing, lockbox payment processing, web payment access, call center
for general support, web-site accessibility to citizens for image viewing and payment and
the design and support for a city-implemented public awareness campaign.
Vendor System Flat Fee per Designated Intersection Approach per Month in Accordance
with RFP Specifications and Submission:
...................._.................___ �._......_.— �.. -- -- --..............._....._...............�...._.....--------,
Number of Designated Intersection Monthly Service Fee per Designated ;
,
A roaches Intersection A roach
__.�� .---�.._._�_.�_.�..__�...____------- ........._....P�---..__._.........................__...._.— �
#1-#5 $4270.00
____.....�.._._..._._..__�_.__.�__.��___.____ ..�_....................___� _.._.___.�.__..____.
�---_.-,
__#6.and up __ $4100,00 �
1. Cost Neutrality
a. Customer shall have the option to make payments to Redflex in accordance with
the Cost Neutrality Payment Option. Under this option, the Customer may defer
certain payments to Redflex until the Customer has collected sufficient funds
pursuant to the provisions of this Agreement. If, at the end of the initial contract
term (36 months) or each authorized extension term, sufficient funds have not
been collected by the Customer to pay the balance then due to Redflex, Redflex
agrees to waive its right to the recovery of any outstanding balance; and the
Customer shall have option of terminating the a re� ement without incurrin�e
costs specified in section 6.4.
b. Redflex shall maintain an accounting of net balance owed to Redflex. If the
amount collected during a billing period exceeds the amount of the Redflex
invoices during the same billing period, the Customer shall pay Redflex the total
amount due based upon the service fee per designated intersection approach.
c. If the amount collected during a billing period is less than the amount of the
Redflex invoices, based upon the service fee per designated intersection
approach, during the same billing period,the Customer may defer the payment of
deficit between the amount collected and the Redflex invoice.
d. Payments shall be reconciled by applying future funds collected first to the
accrued balance, and then to the invoice for the current billing period.
e. Prior to conducting the Cost Neutrality Payment, the City shall deduct $500 per
operational intersection approach from the total amount collected to be applied
to operational expenses related to violation processing and court presentation.
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f. In the event the contract ends or is terminated and an outstanding balance is still
owed, subsequent receipts from the Redflex program still working though the
program will be applied to the Redflex balance, not to exceed the applicable
service fee based upon the number of operational designated intersection
approaches at the time of termination or expiration of the contract.
2. Business Assumptions
a. The fee for certified mail will be billed per unit to the City at the prevailing US
Postal Service rate. Certified mailing fees will be covered under cost neutrality
provisions.
b. Except where a balance remains unpaid resulting from a deficient in gross cash
received under"Cost Neutrality", Customer agrees to pay Contractor within
thirty (30) days after the invoice is received. A monthly late fee of 1.5% is
payable for amounts remaining unpaid 90 days from date of invoice.
c. If capacity is available, set-up and on-going provisions for the electrical powers
to the Designated Intersection Approaches will be the responsibility of the
Customer. If capacity is not available, this expense will be the responsibility of
the Contractor.
d. Contractor shall be solely responsible for the fabrication and installation of such
Signage as required by Florida Law.
e. Vendor will seek to charge, collect and retain a maximum convenience fee of
$4.00 each for electronic payments provided. Such fee is paid by the violator.
City will not receive any said convenience fee and City assumes no liability,
responsibility or control of said fee.
f. Vendor will establish a demand deposit account as an agent for the City. All
funds collected pursuant to the Program will be deposited in this account and
transferred by wire, on a mutually agreed schedule to the appropriate designated
deposit FDIC member bank or other account as designated by City and mutually
agreed to.
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EXHIBIT"E"
Additional Ri�hts 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 Traffic Camera Safety
Improvement Program (actual print and production costs are the sole responsibility of
the Customer).
2. The Customer shall not access the Redflex System or use the Traffic Camera Safety
Improvement Program in any manner other than prescribed by law or authorized by
agreement between Redflex and the City. City shall ensure security of the Redflex
System to prevent unauthorized usage which could result in damage, impairment, or
overburdening of the Redflex System or the Traffic Camera Safety Improvement
Program. 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.
3. The Customer shall maintain the confidentiality of any username, password or other
process or device for accessing the Redflex System or using the Traffic Camera
Safety Improvement Program.
4. 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, Redflex and the Customer shall obey any and all such rules and regulations.
5. The Customer shall promptly reimburse Redflex for the cost of repairing or replacing
any portion of the Redflex System, or any property or equipment related thereto,
damaged directly or indirectly by the Customer, or any of its employees, contractors
or agents.
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EXHIBIT"F"
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:
- 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;
- 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;
- 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
- 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 Florida, 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:
- The Customer Parties shall be named as additional insureds with respect
to the Commercial General Liability insurance; and
- T'he 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
- 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
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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.
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EXHIBIT"G"
FORM OF ACKNOWLEDGMENT AND CONSENT
This Acknowledgement and Consent Form, dated , 2011 is entered
into by and between the City of Clearwater, Florida (the "City") and Redflex Traffic
Systems, Inc., ("Redflex"), with reference to the Agreement between the City of
and Redflex Traffic Systems, Inc. for a Traffic Camera Safety Improvement
Program, dated as of , by and between the City and Redflex (the
"Agreement").
1. Redflex has entered into a Credit Agreement, dated as of ,
2009 ("the Credit Agreement"), with ("the Creditor") pursuant
to which the Creditor has provided certain working capital to Redflex. Such working
capital is needed by Redflex to perform its obligations to the City under the Agreement.
2. Pursuant to the Credit Agreement, Redflex granted to the Creditor a
security interest in all of Redflex's personal property relevant to and associated with the
Agreement with the City as collateral for the payment and performance of Redflex's
obligations to the Creditor under the 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 shall not, by virtue of the Credit Agreement, be relieved of any
liability or obligation under the Agreement, and the Creditor has not assumed any
liability or obligation of Redflex under the Agreement.
4. The City hereby acknowledges notice of, approves and consents, in full, to
Redflex's grant of the aforementioned security interest in favor of the Creditor in all of
Redflex's rights and interests under the Agreement pursuant to the Credit Agreement.
5. The City further acknowledges and agrees that this Acknowledgement and
Consent Form shall be binding upon the City and shall inure to the benefit of the
successors and permitted assigns of the Creditor, and to any replacement lenders,banks
and/or financial institutions which refinance Redflex's obligations to the Creditor under
the Credit Agreement.
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, �
Red-Light Camera Operations Supplement
EXHIBIT"H"
RED-LIGHT CAMERA OPERATIONS SUPPLEMENT TO
CRIMINAL JUSTICE USER AGREEMENT
This Agreement supplements the Criminal Justice User Agreement entered into between the Florida
Department of Law Enforcement(hereinafter referred to as FDLE), an agency of the State of
Florida, and the Clearwater Police Department ,with headquarters at 645 Pierce St,
Clearwater, F133756, (hereinafter referred to as the User), and dated
PURPOSE: This Supplemental Agreement is to document the terms and conditions under
which the User is authorized to permit the use of its Originating Agency Identifier (ORI) to
facilitate access to vehicle registration information provided via FDLE's International Justice
and Public Safety Network (Nlets) connection,the Florida Crime Information Center (FCIC II)
Message Switch, and the Florida Department of Highway Safety and Motor Vehicles (DHSM�,
for use in association with red-light camera traffic infraction detection operations
implemented by county and municipal governments as authorized by Chapter 2010-80, Laws
of Florida.
Whereas, FDLE is duly authorized and agrees to ensure access to the information services
provided to the User via Nlets;
Whereas,the User provides law enforcement services for the
City of Clearwater (governmental entity);
Whereas,the governmental entity has contracted with a vendor for the purposes of traffic
code enforcement using red-light cameras;
Whereas,the vendor,as a designated strategic partner with Nlets, submits queries to DHSMV
via FDLE's Nlets connection and the FCIC II Message Switch, and such queries include the
User's ORI; FL0520300
Therefore,the FDLE and the User do hereby agree as follows:
Section I FDLE REQUIREMENTS
FDLE agrees to provide the information services described above and will adhere to the
following terms and conditions:
1. Serve as the primary point of contact for Nlets transactions that originate on
behalf of the User by the authorized vendor.
2. Monitor the use of the FCIC and Nlets to ensure that automated traffic generated
as a result of red-light camera traffic infraction detection operations do not have an
adverse impact on officer safety.
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Red-Light Camera Operations Supplement
3. In the event of an outage of normal NCIC services for any reason, FDLE
reserves the right to curtail or discontinue the processing of red-light
camera inquiries until the event or situation that caused the outage has
passed or been resolved and services are fully restored.
Section II USER REQUIREMENTS
By providing access to the information services described above,the User agrees to
adhere to the following terms and conditions:
1.The User shall ensure that all vendor personnel reviewing the vehicle
registration information provided as authorized herein are current in CJIS
Online certification,as prescribed by FDLE.
2.The User shall not share any state or national Hot File Information to
which it has access with the Vendor.The Vendor shall not view or store
any Hot File information on behalf of the User. (All other restrictions on
access to and dissemination of information obtained by or available to
User under its User Agreement with FDLE continue to apply.)
3.The User shall enter into an instrument of agreement with the Vendor
acknowledging information is obtained by the Vendor via Nlets and the
FCIC II Message Switch on behalf of the User.A copy of this agreement
shall be forwarded to FDLE.The User shall ensure the Vendor complies
with access and dissemination polices for any information obtained via a
query processed through the FCIC II Message Switch.
35
L, P
Red-Light Camera Operations Supplement
IN WITNESS HEREOF,the parties hereto have caused this Supplemental Agreement
to be executed by the proper of�cers and officials as of the later date indicated
below.
NAME OF USER AGENCY: CLEARWATER POI�ICE DEPARTMENT
AGENCY HEAD:
Anthonv Holloway TITLE Chief of Police
(PLEASE PRINT)
(SIGNATURE)
DATE
WITNESS TITLE Administrative Anal�
FLORIDA DEPARTMENT OF LAV1x ENFORCEMENT '
BY TITLE
(PLEASE PR[N'!�
(S[GNATURE)
DATE
WITNESS TITLE
36