redflex contract with paradise valley 2013
TRANSCRIPT
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8/9/2019 Redflex Contract with Paradise Valley 2013
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1 5 Confidential or Private Infonnation means, with respect to any Person,
any infonnation, matter or thing o a secret, confidential or private nature,
whether or not so labeled, which is connected with such Person's business
or methods
o
operation or concerning any
o
such Person's suppliers,
licensors, licensees, customers or others with whom such Person has a
business relationship, and which has current or potential value to such
Person or the unauthorized disclosure
o
which could be detrimental to such
Person, including but not limited to:
1.5.1 Matters
o
a business nature, including but not limited to infonnation
relating to development plans, costs, finances, marketing plans, data,
procedures, business opportunities, marketing methods, plans and
strategies, the costs o construction, installation, materials or
components, the prices such Person obtains or has obtained from its
clients or customers, or at which such Person sells or has sold its
services; and
1.5.2 Matters o a technical nature, including but not limited to product
infonnation, trade secrets, know-how, fonnulae, innovations,
inventions, devices, discoveries, techniques, fonnats, processes,
methods, specifications, designs, patterns, schematics, data, access or
security codes, compilations o infonnation, test results and research
and development projects. For purposes
o
this Agreement, the tenn
trade secrets shall mean the broadest and most inclusive
interpretation
o
trade secrets.
1.5.3 Notwithstanding the foregoing, Confidential Infonnation will not
include infonnation that: (i) was generally available to the public or
otherwise part
o
the public domain at the time
o
its disclosure,
(ii) became generally available to the public or otherwise part
o
the
public domain after its disclosure and other than through any act or
omission by any party hereto in breach o this Agreement, (iii) was
subsequently lawfully disclosed
to
the disclosing party by a person
other than a party hereto, (iv) was required by a court o competent
jurisdiction to be disclosed, or (v) was required by applicable state
law to be disclosed.
1.6 Designated Intersection Approaches means the Intersection Approaches
identified by the Town as current and future locations at which a system
shall be or is installed by Redflex and/or the Town as a Photo Red Light and
Speed Enforcement installation, as further provided for herein. See Exhibit
A for the list o current and potential future Designated Intersection
Approaches.
1 7
Electronic Signature means the method through which the Authorized
Agent indicates his or her approval
o
the issuance
o
a Citation or Notice
o
Violation in respect
o
a Potential Violation using the Redflex System, when
and i the Town chooses to implement Town approval for Redflex to issue
Citations and Notices o Violation.
1 8
Enforcement Documentation means the necessary and appropriate
documentation related to the Photo Red Light and Speed Enforcement
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Program, including but not limited to: warning letters, Notices
of
Violation,
citation notices (using the specifications of
the Town), a numbering
sequence for use on all citation notices (in accordance with applicable
rules), instructions to accompany each issued Citation (including in such
instructions a description of basic procedures, payment options and
information regarding the viewing
of
images and data collected by the
Redflex System), chain
of
custody records, criteria regarding operational
policies for processing Citations (including with respect to coordinating with
the applicable vehicle registry), and technical support documentation for
applicable judicial and hearing officers.
1 9 Equipped Motor Vehicles means motor vehicles and/or trailers that have
been obtained by Redflex, or, as the case may be, by the Town, from a
manufacturer and which are modified and equipped by Redflex to be part
of
the Redflex Photo Enforcement System.
1.10 Equipment means any and all vehicles, approach cameras, sensors,
equipment, components, products, software, and other tangible and
intangible property relating to the Redflex Photo Enforcement System(s),
whether owned by the Town or Redflex.
1 11 Governmental Authority means any domestic or foreign government,
governmental authority, court, tribunal, agency or other regulatory,
administrative, or judicial agency, commission or organization, and any
subdivision, branch or department
of
any
of
the foregoing.
1.12 Installation Date means the date on which Redflex completes the
construction and installation
of
each Intersection Approach or the
modification and preparedness
of
each Equipped Motor Vehicle in
accordance with the terms
of
this Agreement so that each such Intersection
Approach or Equipped Motor Vehicle is operational for the purposes
of
functioning with the Photo Red Light and Speed Enforcement Program.
1 13
Intellectual Property means, with respect to any Person, any and all now
known or hereafter known tangible and intangible (i) rights associated with
works of authorship throughout the world, including, but not limited to,
copyrights, moral rights and mask-works, (ii) trademark and trade name
rights and similar rights, (iii) trade secrets rights, (iv) patents, designs,
algorithms and other industrial property rights, (v) all other intellectual and
industrial property rights
of
every kind and nature throughout the universe
and however designated), whether arising by operation
of law, contract,
license, or otherwise, and (vi) all registrations, initial applications, renewals,
extensions, continuations, divisions or reissues thereof now or hereafter in
force (including any rights in any
of
the foregoing),
of
such Person.
1.14 Intersection Approach means a conduit of travel with up to four (4)
contiguous lanes from the curb (e.g., northbound, southbound, eastbound or
westbound) on which at least one (1) system has been installed by Redflex
for the purposes of facilitating Photo Red Light and Speed Enforcement by
the Town.
1.15 License Plate Reader or LPR means an all-in-one device that captures
license plate images and processes the images to extract the license plate
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number. The software enables the LPR system to read license plates from
all fifty states. The system can be configured
to
compare license plate
numbers with those on a hot list (Amber and Silver alerts, local vehicles
o interest, NCIC list, etc.) and trigger an alarm
i
a match is detected.
1.16 Notice
o
Violation refers to those documents which are marked or
otherwise directed to be delivered by Redflex to the registered owner
o
a
vehicle for which a violation has been detected, but which does not meet the
criteria for issuance o a Citation. Notices o Violations are not filed with
the Paradise Valley Municipal Court.
1.17 Operational Period means the period o time during the Term,
commencing on the Execution Date, during which the Photo Red Light and
Speed Enforcement Program is functional in order to permit the issuance o
Citations and Notices o Violations using the Redflex System.
1.18 Person means a natural individual, company, Governmental Authority,
partnership, firm, corporation, legal entity, or other business association.
1.19 Photo Enforcement Program, Photo Enforcement System, Photo Red
Light and Speed Enforcement or Photo Red Light and Speed Enforcement
Program means the process by which the monitoring, identification and
enforcement
o
Violations is facilitated by the use
o
certain equipment
which may include, but is not limited to, Intersection Approaches or
Equipped Motor Vehicles, SMARTcam™ System, Saius™ System,
REDFLEXred™ System, REDFLEXspeed™ System, REDFLEXstop ™
System, REDFLEXslimline™ System,
SMARTopsTM
System,
SMARTscene™ System applications, and back office processes
o
Redflex
such as cameras, flashes, central processing units, signal controller
interfaces and sensor arrays which, collectively, are capable o measuring
Violations and recording such Violation data in the form o photographic
and digital video evidence.
1.20 Potential Violation means, with respect to any motor vehicle passing
through a Designated Intersection Approach or through a portion o a
roadway monitored by an Equipped Motor Vehicle, the data collected by the
Redflex System with respect to such motor vehicle prior to review o such
data and determination whether a Violation has occurred.
1 21 Proprietary Property means, with respect to any Person, any written or
tangible property owned or used by such Person in connection with such
Person's business, whether or not such property is copyrightable or also
qualifies as Confidential Information, including, without limitation,
products, samples, equipment, files, lists, books, notebooks, records,
documents, memoranda, reports, patterns, schematics, compilations,
designs, drawings, data, test results, contracts, agreements, literature,
correspondence, spread sheets, computer programs and software, computer
print outs, other written and graphic records and the like, whether originals,
copies, duplicates or summaries thereof, affecting or relating to the business
o such Person, financial statements, budgets, projections and invoices.
1.22 Redflex Marks means all trademarks registered in the name o Redflex or
any
o
its affiliates, such other trademarks as are used by Redflex or any o
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its affiliates on or in relation to Photo Red Light and Speed Enforcement at
any time during the Term this Agreement, service marks, trade names, logos,
brands and other marks owned by Redflex, and all modifications or
adaptations o any o the foregoing.
1.23 Redflex Project Manager means the project manager appointed by
Redflex in accordance with this Agreement, who shall be responsible for
overseeing the construction and installation o the Designated Intersection
Approaches, the Equipped Motor Vehicles, and the implementation the
Photo Red Light and Speed Enforcement Program, and who shall have the
power and authority to make management decisions relating to Redflex's
obligations pursuant to this Agreement, including, but not limited to,
change-order authorizations.
1.24 Redflex Report System means the proprietary portion o the
SMARTopSTM System that allows the Town to generate reports pertaining to
the operation and performance
o
the Photo Enforcement System. Reports
include, but are not limited to, incident lookups, management, dismissal,
court scattergram, red-light offender, speed offender and traffic statistics.
1.25 Redflex System means, collectively, the Saius™ and/or SMARTcam™
System, the SMARTscene™ System, and all
o
the other equipment,
applications, cameras, sensors, components, motor vehicles and other
tangible and intangible property relating thereto, to enable Redflex to
enforce a minimum
o
one lane
o
travel at a designated location, the
SMARTopSTM System, the Photo Enforcement Program, and all
o
the other
equipment, applications, back office processes, servers, off-site backup
systems, software and other tangible and intangible property relating thereto.
1.26 REDFLEXred®
HALOTM
means an intelligent collision prevention
system designed to help prevent T -bone (90°) crashes. When the system
detects that a vehicle will run a red light and be in the intersection during the
green phase
o
the cross-traffic, it will maintain the cross-traffic light as red
to prevent that flow o traffic from entering the intersection.
1.27 ''REDFLEXred™ System means the proprietary digital red light photo
enforcement system
o
Redflex relating
to
the Photo Red Light Enforcement
Program.
1.28 ''REDFLEXslimline™ System means the proprietary ultra compact photo
enforcement system o Redflex relating to the Photo Enforcement Program.
1.29 ''REDFLEXspeed™ System means the proprietary digital speed photo
enforcement system
o
Redflex relating to the Photo Speed Enforcement
Program.
1.30 Red Light Violation Criteria and Speed Violation Criteria mean the
standards and criteria by which Potential Violations will be evaluated, which
standards and criteria shall include, but are not limited to, the duration
o
time that a traffic light must remain red prior to a Violation being deemed to
have occurred, and the location(s) in an intersection which a motor vehicle
must pass during a red light signal prior to being deemed to have committed
a Violation, and speeds that constitute a Violation, all o which shall be in
compliance with all applicable laws, rules and regulations o Governmental
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Authorities. More specific violation criteria may also be established in the
business rules to be mutually developed and approved by the Town and
Redflex.
1 31
''Salus™ System means the proprietary software system that controls the
photo enforcement system
of
Redflex relating to the Photo Enforcement
Program.
1.32 ''SMARTcam™ System means the proprietary software system that
controls the photo enforcement system of Redflex relating to the Photo
Enforcement Program.
1.33 SMARTopsTM System means the proprietary back-office processes
of
Redflex relating to the Photo Red Light Enforcement Program.
1.34 ''SMARTscene™ System means the proprietary digital video camera unit,
hardware and software required for providing supplemental violation data.
1.35 Town Project Manager means the project manager appointed by the Town
in accordance with this Agreement, who shall be an Authorized Employee
and shall be responsible for overseeing the installation of the Intersection
Approaches, the Equipped Motor Vehicles, and the implementation
of
the
Photo Red Light and Speed Enforcement Program; who shall have the
power and authority to make management decisions relating to the Town's
obligations pursuant to this Agreement, including, but not limited to, change
order authorizations, subject to any limitations set by the Town
Councilor
by law.
1.36
Traffic Signal Controller Boxes means the signal controller interface and
vehicle detection equipment owned and operated by the Town, including,
but not limited to, the Town's traffic signal controller, Town's vehicle
detection equipment, Town's communication equipment, Town's controller
cabinet, etc.
1.37 Vehicle Code means any federal, state, or local traffic laws, statutes or
regulations pertaining to the lawful operation of a motor vehicle.
1.38 ViolationCs) means any traffic violation authorized for photo enforcement
when prohibited by the Vehicle Code or any applicable rule, ordinance,
regulation or law of any other Governmental Authority, including, but not
limited to, operating a motor vehicle contrary
to
traffic signals, and
operating a motor vehicle without displaying a valid license plate or
registration.
1.39 Violations Data means the images and other Violations data gathered by
the Redflex System at the Designated Intersection Approaches and by the
Equipped Motor Vehicles.
1.40 Warning Period means a period after each Installation Date
of
a new
Intersection Approach, wherein, based on the determination
of
the Town
Project Manager, in hislher sole discretion, only warning notices shall be
issued, commencing within three (3) days after the system has been
installed, tested and found to be fully operational.
2 TERM
The initial term
of
this Agreement shall commence as
of
the Execution
Date and shall continue for a
period of five (5) years after the Execution Date
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confidential user account on a computer equipped with a high-speed
Internet connection and an approved web browser.
3.4.4 Redflex shall provide the Authorized Employees with access to the
Redflex System for the purposes of generating necessary reports,
reviewing Violations Data, and other purposes (including review and
approval
of
Citations and Notices
of
Violations should the Town
decide to do so) within seven (7) days of the gathering
of
the
Violation Data from the Existing Installations and the New
Installations.
3.4.5 The Town shall designate Redflex as its agent to review the
Violations Data and to determine whether a Citation or Notice of
Violation shall be issued with respect to each Potential Violation
captured within such Violation Data, and may, at the Town s sole
option, elect to designate Authorized Employees of the Town to
review Potential Violations to determine whether to issue a Citation
or Notice of Violation. The Town shall make this election in
writing, with a mutually agreed upon effective date, notifying
Redflex of the Town s election to commence review of all Potential
Violations to determine whether to issue a Citation or Notice
of
Violation. If and when the Town elects to review Potential
Violations to determine whether to issue a Citation or Notice of
Violation, the Town s notification to Redflex to issue a Citation or
Notice of Violation shall be in the form of an Electronic Signature
using the software or other applications or procedures provided by
Redflex on the Redflex System for such purpose.
3.4.6 With respect to each Authorized Violation, Redflex shall print and
mail a Citation or Notice
of
Violation within seven (7) days after
each Violation is detected; provided, however, during the Warning
Period, warning notices shall be issued, at Redflex s expense, for all
Violations detected.
3.4.7 Redflex shall provide a toll-free telephone number for the purposes
of answering citizen and Citation and Notice of Violation recipient
mqumes.
3.4.8 Upon Redflex s receipt of a written request from the Town it shall
provide expert witnesses, as necessary, to testify as to the accuracy,
calibration, maintenance, repair records, technical operation and
effectiveness of the Redflex camera system. Redflex shall provide
expert witnesses for use by the Town in prosecuting speed or red
light violations; however, the Town shall use reasonable efforts to
seek judicial notice in lieu
of
requiring Redflex to provide such
expert witnesses. Town will make all efforts to give Redflex at least
fourteen (14) calendar days advanced notice
of court proceedings.
3.5 Reports.
3.5.1 Redflex shall permit the Authorized Employees to generate reports
using the Redflex Report System.
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3.5.2 Redflex shall provide regular reports, and other reports as needed by
the Town, for management and accounting purposes. The
frequency, content, format and manner
o
delivery
o
these reports
shall be included in the business rules for processing violations
agreed to by the Town and Redflex. Redflex shall provide requested
data and information related to the Town's automated photo
enforcement program upon request
o
the Town.
3.5.3 Upon Redflex's receipt o a written request from the Town, Redflex
shall provide,. without cost to the Town, reports regarding the
processing and issuance
o
Citations and Notice
o
Violations, the
maintenance and downtime records
o
the Existing Installations and
the New Installations and the functionality
o
the Photo Enforcement
System with respect thereto to the Town in such format and for such
periods as the Town may reasonably request.
3.6 Records Retention. Redflex will retain Violations Data, including
photographic evidence and data associated with the Photo Enforcement
Program for a period
o
at least twenty-four (24) months, or as required by
state law, whichever period
is
longer.
3.6.1 Redflex shall also maintain sufficient records to comply with A.R.S.
§28-1060.
3.6.2 Upon written request by the Paradise Valley Police Department,
Redflex shall, at
no
expense to the Town, provide a digital image o
specific time periods o a given camera suitable for long-term
retention by the police department.
3.7 Prosecution Compensation. The Town shall diligently prosecute
Citations and Redflex shall have the right to receive, and the Town shall
be
obligated to pay, the compensation set forth on Exhibit D attached hereto,
(as determined by the Town's choice, in its sole discretion,
o
which
o
the
Purchase Options shown in Exhibit D. it chooses
to
require Redflex
to
utilize).
3.8 Other Rights and Obligations. During the Term, in addition to all o the
other rights and obligations set forth in this Agreement, Redflex and the
Town shall have the respective rights and obligations set forth on Exhibit
E attached hereto.
3.9 New Technology or Services. On or before December 3 o each year,
Redflex may propose additional technology and services not otherwise
specified or available in this Agreement, with Redflex's associated pricing
for such additions for use by the Town in the following Town fiscal year.
The Town may accept or reject such proposed additional technology and
services, and may choose to negotiate the prices o such i and when the
Town decides to add such new technology or services.)
3.10 Change OrderslPurchase Orders. The Town may from time to time
request changes to the work required to be performed or the addition o
products or services (such as the Town exercising its option to add New
Installations or New Technology or Services) by providing written notice
thereof
to
Redflex, setting forth in reasonable detail the proposed changes
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(each a Change OrderlPurchase Order Notice ). Upon Redflex's receipt o
a Change OrderlPurchase Order Notice, Redflex shall deliver a written
statement describing the related costs, i any (each a Change Order
Proposal ). The Change Order Proposal shall include (i) a detailed
breakdown
o
the charge and schedule effects, (ii) a description o any
resulting changes to the specifications and obligations
o
the parties, (iii) a
schedule for the delivery and other performance obligations, and (iv) any
other information relating to the proposed changes reasonably requested by
the Town. Following the Town's receipt o the Change Order Proposal, the
parties shall negotiate in good faith and agree to a plan and schedule for
implementation o the proposed changes, the time, manner and amount o
payment or price increases or decreases, as the case may be, and any other
matters relating to
the proposed changes; provided, however, in the event
that any proposed change involves only the addition o equipment or
services to the Existing Installations and the New Installations, to the
maximum extent applicable, the pricing terms set forth in Exhibit D shall
govern. Any failure
o
the parties
to
reach agreement with respect to any
o
the foregoing as a result
o
any proposed changes shall not be deemed
to
be
a breach o this Agreement, and any disagreement shall be resolved in
accordance with Section
10
3 11 SampleslExpress Warranty. Upon request by the Town in wntmg,
including by electronic mail, Redflex shall furnish a sample o any goods,
materials, and services to be supplied. Such samples submitted shall create
an express warranty that the whole o the goods, materials or services shall
equal or exceed the sample submitted.
3.12 Project Oversight and Management. Redflex shall provide and maintain
an up-to-date list o its executive management team (said team to always
identify the president, all vice-presidents, and the Redflex Project Manager),
including name, mailing address, direct office telephone, 24-hour telephone
for emergencies, and email address.
4
LICENSE; RESERVATION OF RIGHTS
4 1 License. Subject to the terms and conditions o this Agreement, Redflex
hereby grants the Town, and the Town hereby accepts from Redflex upon
the terms and conditions herein specified, a non-exclusive, non-transferable
license during the Term o this Agreement to: (i) solely within the Town o
Paradise Valley, access and use the Redflex System for necessary purposes,
and to print copies o any content posted on the Redflex System in
connection therewith, (ii) disclose to the public (including outside
o
the
Town o Paradise Valley) that Redflex is providing services to the Town in
connection with Photo Red Light and Speed Enforcement Program pursuant
to the terms
o
this Agreement, and (iii) use and display the Redflex Marks
on or in marketing, public awareness or education, or other publications or
materials relating to the Photo Red Light and Speed Enforcement Program,
so long as any and all such publications or materials are approved in
advance by Redflex.
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4.2 Reservation
o
Rights. The Town hereby acknowledges and agrees that: (i)
Redflex is the sole and exclusive owner
o
the Redflex System software, the
Redflex Marks, all Intellectual Property arising from or relating to the
Redflex System, and any and all related Equipment, (ii) the Town neither
has nor makes any claim to any right, title or interest in any o the foregoing,
except as specifically granted or authorized under this Agreement, and (iii)
by reason
o
the exercise
o
any such rights or interests
o
the Town
pursuant to this Agreement, the Town shall gain no additional right, title or
interest therein.
4.3 Restricted Use. The Town hereby covenants and agrees that it shall not (i)
make any modifications to the Redflex System, including but not limited
to
any Equipment, (ii) alter, remove or tamper with any Redflex Marks, (iii)
use any
o
the Redflex Marks in any way which might prejudice their
distinctiveness, validity or the goodwill
o
Redflex therein, (iv) use any
trademarks or other marks other than the Redflex Marks in connection with
the Town's use o the Redflex System pursuant to the terms o this
Agreement without first obtaining the prior consent
o
Redflex, or (v)
disassemble, de-compile or otherwise perform any type
o
reverse
engineering to the Redflex System, including, but not limited to, any
Equipment, or to any Intellectual Property or Proprietary Property
o
Redflex, or cause or allow any other Person to
do
any
o
the foregoing.
4.4 Protection o Rights. Redflex shall have the right to take whatever action it
deems necessary or desirable
to
remedy or prevent the infringement
o
any
Intellectual Property o Redflex, including without limitation the filing o
applications to register as trademarks in any jurisdiction any o the Redflex
Marks, the filing o patent application for any o the Intellectual Property o
Redflex, and making any other applications or filings with appropriate
Governmental Authorities. The Town shall not take any action to remedy or
prevent such activities, and shall not in its own name make any registrations
or filings with respect to
any
o
the Redflex Marks or the Intellectual
Property
o
Redflex without the prior written consent
o
Redflex.
5
REPRESENTATIONS AND WARRANTIES
5 1
Redflex Representations and Warranties.
5.1.1 Authority. Redflex hereby warrants and represents that it has all
right, power and authority to execute and deliver this Agreement and
perform its obligations hereunder.
5.1.2 Intellectual Property. Redflex hereby warrants and represents that it
has the right to use any and all intellectual property pursuant to this
Agreement and that there are no third party rights, including without
limitation, existing and future patents, copyrights, trade secrets, or
other proprietary rights ( Intellectual Property Rights ); and that
should the Town be sued by any third party claiming that the Town's
use o the Redflex System violates a third party's Intellectual
Property Rights, Redflex shall defend, indemnify, and hold harmless
the Town, its officers, employees, and agents form and against all
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damages, losses, and costs incurred by the Town by reason
of
such
third party actions.
5.1.3 Professional Services. Redflex hereby warrants and represents that
any and all services provided by Redflex pursuant to this Agreement
shall be performed in a professional and workmanlike manner and,
with respect to the installation
of
the Redflex System, subject to
applicable law, in compliance with all specifications provided to
Redflex by the Town.
5.2 Town Representations and Warranties.
5.2.1 Authority. The Town hereby warrants and represents that it has all
right, power and authority to execute and deliver this Agreement and
perform its obligations hereunder.
5.2.2 Professional Services. The Town hereby warrants and represents
that any and all services provided by the Town pursuant to this
Agreement shall be performed in a professional and workmanlike
manner.
5.2.3 Equipped Motor Vehicles. In the event that future changes to the
business rules contemplate that Town employees will drive or
operate the Equipped Motor Vehicles, Redflex and the Town shall
meet to adopt modifications to the business rules to provide for
standards for such and conditions relating thereto.
6
TERMINATION
6 1
Termination for Cause. Either party shall have the right to terminate this
Agreement immediately by written notice to the other if (i) state statutes are
amended to prohibit or substantially change the operation of the Photo
Enforcement Program; (ii) any appellate court having jurisdiction over
Town rules, or state or federal statute declares, that results from the Redflex
System of photo red light and speed enforcement are inadmissible in
evidence; (iii) an appellate court having jurisdiction determines that the
program is unconstitutional or illegal or that this Agreement
is
void; (iv) the
other party commits any material breach of any of the provisions of this
Agreement. In the event
of
a termination due to Section
6 1
(i),
6 1
(ii), or
6 1
(iii) above, Town shall be relieved
of
any further obligations for payment
to Redflex other than as specified in Exhibit D. Either party shall have the
right to remedy a cause for termination pursuant to Section
6 1
(iv) within
forty-five (45) calendar days (or within such other time period as the Town
and Redflex shall mutually agree, which agreement shall not be
unreasonably withheld or delayed) after written notice from the non-causing
party setting forth in reasonable detail the events of the cause for
termination. f
challenges
to
the hearing procedure become so numerous or
onerous as to result in operating costs above the current aggregate retained
fines by the Town, both parties shall meet and confer to develop and
implement a mutually agreeable remedy. f no such remedy is effective in
reducing Town costs associated with the Photo Enforcement Program, the
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Town may terminate this Agreement with no further obligation except as
otherwise provided in Exhibit D and section 6 S o this agreement.
6.2 Default. The Town reserves the right to terminate any part or all o this
Agreement
i
Redflex:
6.2.1 Fails to carry out any term, promise or condition o the Agreement.
The Town may issue a written ten day Notice
o
Default to Redflex
if, in the opinion o the Town, Redflex provided materials and/or
services that do not meet the requirements specified in this
Agreement, or i Redflex attempts to impose products, services or
workmanship that are
o
unacceptable quality by industry standards;
6.2.2 Fails to complete the required work or fails to perform required
services within the time frames provided under this Agreement;
6.2.3 Fails to obtain or maintain required insurance coverage; or
6.2.4 Fails to make progress to perform the requirements o this
Agreement pursuant to the schedule specified herein, or i no
schedule is applicable, in a timely manner, and/or gives the Town an
indication that Redflex will not or cannot perform the requirements
o this Agreement.
6.3 Other Town Remedies in Event o Default.
6.3.1 n case o default and/or termination, the Town reserves the right to
purchase equipment, software and software licenses from other
vendors, or to complete the required work itself or have it completed
by others at the expense o Redflex.
6.3.2 The Town may recover any actual excess costs by deduction from or
offset to an unpaid balance due, or by other remedies as provided by
law.
6.4 Vendor Ethics. Redflex agrees that it will comply with all applicable laws
relating to its performance under this Agreement, including any applicable
federal, state, or local law governing or relating to: a conflicts o interest; b)
providing
o
gifts or hospitality to government officials or government
employees; and c) providing political and charitable contributions, or
governing or relating to the ethical conduct o business with government
agencIes.
6.4.1 Redflex Representation and Warranty Period: Redflex represents and
warrants that its performance in connection with this Agreement will
be in compliance with Redflex's internal Anti-Bribery and Anti
Corruption Policy and Procedures, a copy
o
which has been
designated as Exhibit F . Failure by Reflex to comply with the
Anti-Bribery and Anti-Corruption Policy and Procedures shall
permit to the Town, in its sole discretion, to immediately terminate
this Agreement.
6.4.2 From time to time, Redflex may choose to modify its own internal
Anti-Bribery and Anti-Corruption Policy and Procedures.
n
each
case where the Redflex Anti-Bribery and Anti-Corruption Policy and
Procedures are modified, Redflex shall cause a copy o the revised
Anti-Bribery and Anti-Corruption Policy and Procedures to be
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delivered to the Town's Project Manager within ten (10) business
days, and shall obtain a receipt in writing with the date and time of
delivery. The Town, in its sole discretion, may elect to reject any
and all modifications, other than modifications required by changes
in applicable law, made within thirty (30) business days, and shall
notify Redflex in writing specifying all modifications rejected. The
affected specific provisions in Exhibit H , or in a successor Anti
Bribery and Anti-Corruption Policy and Procedures document that
has not been rejected by the Town, shall remain in effect. However,
Redflex and the Town may negotiate in a timely manner and
mutually approve in writing a joint document with alternate language
of
the specific provision which the Town has rejected.
6.5 Suspension or Debarment. Town may, by written notice to Redflex,
immediately terminate this Agreement
if
Town determines, in its sole
discretion, that Redflex has been debarred, suspended, or otherwise lawfully
prohibited from participating in any public procurement activity, including
but not limited to, being disapproved as a Contractor or Subcontractor by
any public procurement unit or other governmental body, in Arizona or any
one of the United States based upon conduct of Redflex occurring after the
Execution Date.
If
Redflex becomes suspended or debarred, Redflex shall
immediately notify Town. Redflex will be liable for all costs arising out of
the Town's termination of the Agreement based on Redflex's breach of
section 6.4 in connection with the procurement
of
this Agreement.
6.6 Termination At Will. The Town may terminate this Agreement at will at any
time following a one (1) year period after the Execution Date by giving
Redflex sixty (60) calendar days advance written notice
of
the Town's
termination at will.
If
the Town terminates this Agreement at will, the Town
shall be obligated to pay Redflex for all services satisfactorily performed in
accordance with this Agreement through and including the termination date
in accordance with the fees specified in Exhibit D. In addition, the Town
shall pay Redflex the cost recovery reimbursement specified in Exhibit D;
Section 2, if any
6.7 The rights to terminate this Agreement given in Section
6 1
shall be without
prejudice to any other right or remedy
of
either party in respect
of
the breach
concerned if any) or any other breach
of
this Agreement.
6.8 Procedures Upon Termination. The termination
of
this Agreement shall not
relieve either party of any liability that accrued prior to such termination.
Except as set forth in this Section 6.5, upon the termination
of
this
Agreement, all
of
the provisions
of
this Agreement shall terminate, and:
6.8.1 Redflex shall (i) immediately cease to provide services, including,
but not limited to, work in connection with the construction or
installation activities and services in connection with the Photo Red
Light and Speed Enforcement Program, (ii) promptly deliver to the
Town any and all property
of
the Town provided to Redflex pursuant
to this Agreement, (iii) promptly deliver to the Town a final report to
the Town regarding the collection
of
data and the issuance of
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Citations in such fonnat and for such periods as the Town may
reasonably request, and which final report Redflex shall update or
supplement from time to time when and
i additional data or
infonnation becomes available, (iv) promptly deliver to Town a final
invoice stating all fees and charges properly owed by Town to
Redflex for work perfonned and Citations issued by Redflex prior to
the tennination, and (v) provide such assistance as the Town may
reasonably request from time to time in connection with prosecuting
and enforcing Citations issued prior
to
the tennination
o
this
Agreement. Upon tennination
o
this Agreement, Redflex shall
transfer to the Town all Violations Data by such reasonable method
as the Town shall designate.
6.8.2 The Town shall i) immediately cease using the Photo Red Light and
Speed Enforcement Program, accessing the Redflex System and
using any other Intellectual Property
o
Redflex, (ii) promptly
deliver to Redflex any and all Property owned by Redflex provided
to the Town pursuant to this Agreement, and (iii) promptly pay any
and all fees, charges and amounts properly owed by the Town to
Redflex for work perfonned and Citations issued prior to the
tennination.
6.8.3 Unless the Town and Redflex have agreed to enter into a new
agreement relating to the Photo Red Light and Speed Enforcement
Program or have agreed to extend the Tenn
o
this Agreement,
Redflex shall remove, at its own expense, any and all Equipment or
other materials owned by Redflex installed in connection with
Redflex's perfonnance o
its obligations under this Agreement,
including, but not limited to, housings, poles and camera systems,
and Redflex shall restore the Designated Intersection Approaches to
substantially the same condition such Designated Intersection
Approaches were in immediately prior to this Agreement, except
conduits, control box bases, and pole bases shall remain i requested
by the Town, in its sole discretio n.
6.9 Survival. Notwithstanding the foregoing, the definitions and each o the
following shall survive the tennination o this Agreement: Sections 4.2
(Reservation o Rights),
5 1
(Redflex Representations and Warranties), 5.2
(Town Representations and Warranties), 7 (Confidentiality), 8
(Indemnification and Liability),
10
(Dispute Resolution),
11 1
(Assignment),
11.15 (Notices), 11.17 (Applicable Law), and 11.20 (Jurisdiction and
Venue), and those provisions, and the rights and obligations therein, set
forth in this Agreement which either by their tenns state, or evidence the
intent
o
the parties, that the provisions survive the expiration or tennination
o the Agreement, or must survive to give effect to the provisions o this
Agreement.
7 CONFIDENTIALITY During the tenn o this Agreement and for a period
o
three (3) years thereafter, neither party shall disclose to any third person, or use for itself
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in any way for pecuniary gain, any Confidential Information learned from the other party
during the course o the negotiations for this Agreement or during the Term
o
this
Agreement, except as provided by Arizona law. Upon termination o this Agreement,
each party shall return to the other all tangible Confidential Information
o
such party.
Each party shall retain in confidence and not disclose to any third party any Confidential
Information without the other party's express written consent, except (i) to its employees
who are reasonably required to
have the Confidential Information, (ii) to its agents,
representatives, attorneys and other professional advisors that have a need to know such
Confidential Information, provided that such parties undertake in writing (or are
otherwise bound by rules o professional conduct) to keep such information strictly
confidential, and (iii) pursuant to, and
to
the extent of, a request or order by any
Governmental Authority or laws relating to public records requiring such disclosure.
8 INDEMNIFICATION LIABILITY AND DAMAGE
TO
PROPERTY.
8 1
Indemnification by Redflex. Redflex hereby agrees to defend and indemnify
the Town and its affiliates, or other interest holders, managers, officers,
directors, employees, agents, representatives and successors, permitted
assignees and each o their affiliates, and all persons acting by, through,
under or in concert with them, or any
o
them (individually a Town Party
and collectively, the Town Parties ) against, and to protect, save and keep
harmless the Town Parties from, and to pay on behalf o or reimburse the
Town Parties as and when incurred for, any and all liabilities, obligations,
losses, damages, penalties, demands, claims, actions, suits, judgments,
settlements, costs, expenses and disbursements (including reasonable
attorneys', accountants' and expert witnesses' fees) o whatever kind and
nature (collectively, Losses ), which may be imposed on or incurred by
any Town Party arising out o or related to (i) any material
misrepresentation, inaccuracy or breach
o
any covenant, warranty or
representation o Redflex contained in this Agreement, (ii) the willful
misconduct
o
Redflex, its employees or agents which result in death or
bodily injury to any natural person (including third parties) or any damage
to any real or tangible personal property (including the personal property o
third parties), except to the extent caused by the willful misconduct
o
any
Town Party, (iii) the negligent conduct on the part o Redflex, its employees
or agents.
8.2 Mutual Non-Liability. Neither party shall be responsible for liability
incurred as a result o the other party's acts or omissions in connection with
this Agreement.
8 3 Damages. Redflex shall be responsible for repairing, or reimbursing the
Town for, any damages whatsoever to Town property when such Town
property
is
the responsibility
o
or in the custody
o
Redflex or its
employees or subcontractors, except when such has been caused by the
Town, its employees or agents.
9 INSURANCE. During the Term, Redflex shall procure and maintain at Redflex's
sole cost and expense the following insurance coverage with respect to claims for injuries
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to persons or damages to property which may arise from or in connection with the
performance of work or services pursuant to this Agreement by Redflex, and each
of
Redflex's subcontractors, agents, representatives and employees:
9 1 Commercial General Liability Insurance. Commercial General Liability
Insurance with coverage limits of not less than One Million Dollars
( 1,000,000) combined single limit per occurrence for bodily injury and
property damage, Two Million Dollars ( 2,000,000) Products-Completed
Operations Aggregate and Two Million Dollars ( 2,000,000) General
Aggregate;
9.2 Commercial Automobile Liability Insurance. Commercial Automobile
Liability Insurance with coverage of not less than One Million Dollars
( 1,000,000) combined single limit per accident for bodily injury or
property damage, including but not limited to coverage for all automobiles
owned, non-owned and hired by Redflex;
9 3 Professional Liability (Errors and Omissions) Insurance. Redflex will use its
commercial best efforts to procure and maintain Professional Liability
(Errors and Omissions) Insurance with coverage
of
not less than Two
Million Dollars ( 2,000,000) each and every claim and in the Aggregate;
and
9.4 Workers' Compensation and Employer's Liability Insurance. Workers'
Compensation Insurance with coverage of not less than that required by the
Labor Code of the State of (insert name), and Employer's Liability
Insurance with coverage of not less than One Million Dollars ( 1,000,000)
per occurrence.
9.5 With respect to the Commercial General Liability Insurance the following
additional provisions shall apply:
9.5.1 The Town shall be named as an additional insured with respect to the
Commercial General Liability insurance; and
9.5.2 The insurance coverage procured by Redflex and described above
shall be the primary insurance with respect to the Town in
connection with this Agreement, and any insurance or self-insurance
maintained by any
of
the Town shall be in excess, and not in
contribution to, such insurance; and
9.5.3 Any failure to comply with the reporting provisions of the various
insurance policies described above shall not affect the coverage
provided to the Town, and such insurance policies shall state the
such insurance coverage shall apply separately with respect to each
additional insured against whom any claim is made or suit is
brought, except with respect to the limits set forth in such insurance
policies.
9.6 With respect to the insurance described in the foregoing Section,
if
any of
the Redflex Parties are notified by any insurer that any insurance coverage
will be cancelled, Redflex shall immediately provide 30 days written notice
thereof to the Town and shall take all necessary actions to correct such
cancellation in coverage limits, and shall provide written notice to the Town
of the date and nature of such correction. f Redflex, for any reason, fails to
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maintain the insurance coverage required pursuant to this Agreement, such
failure shall be deemed a material breach
of
this Agreement, and the Town
shall have the right, but not the obligation and exercisable in its sole
discretion, to either (i) terminate this Agreement and seek damages from
Redflex for such breach, or (ii) purchase such required insurance, and
without further notice to Redflex, deduct from any amounts due to Redflex
pursuant to this Agreement, any premium costs advance by the Town for
such insurance. f the premium costs advanced by the Town for such
insurance exceed any amounts due to Redflex pursuant to this Agreement,
Redflex shall promptly remit such excess amount to the Town upon receipt
ofwritten notice thereof.
9.7 Redflex shall provide certificates of insurance evidencing the insurance
required pursuant to the terms of this Agreement, which certificates shall be
executed by an authorized representative of the applicable insurer, and
which certificates shall be delivered
to
the Town prior to Redflex
commencing any work pursuant to the terms of this Agreement.
10
DISPUTE RESOLUTION
Upon the occurrence of any dispute or disagreement
between the parties hereto arising out of or in connection with any term or provision
of this Agreement, the subject matter hereof, or the interpretation or enforcement
hereof (the Dispute ), the parties shall engage in informal, good faith discussions
and attempt to resolve the Dispute. In connection therewith, upon written notice
of
either party, each
of
the parties will appoint a designated officer whose task it shall
be to meet for the purpose of attempting to resolve such Dispute. The designated
officers shall meet as often as the parties shall deem to be reasonably necessary.
Such officers will discuss the Dispute. f the parties are unable to resolve the
Dispute in accordance with this Section
10
and in the event that either
of
the parties
concludes in good faith that amicable resolution through continued negotiation with
respect to the Dispute is not reasonably likely, then the parties may mutually agree
to submit to mediation.
11 MISCELLANEOUS
11.1 Assignment/Subcontractors. Other than process service, Redflex may not
assign or subcontract work to be performed by Redflex under the terms
of
this Agreement, either in whole or in part, without first receiving written
consent of the Town. Any other attempted assignment, either in whole or in
part, without written consent by the Town shall be null and void, represent
material breach, and in such event the Town shall have the right, at its sole
discretion, to terminate this Agreement. In the event the Town approves
of
a proposed subcontractor to be utilized by Redflex, including those utilized
for process service, said subcontractors shall comply with, and be subject to,
the provisions specified in this Agreement.
11.2 Relationship Between Redflex and the Town. Nothing in this Agreement
shall create, or be deemed to create, a partnership, joint venture or the
relationship of principal and agent (other than the Town's designation of
Redflex as the Town's agent to review Potential violations and determine
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whether
to
issue Citations or Notices of Violation) or employer and
employee between the parties. The relationship between the parties shall be
that of independent contractors, and nothing contained
in
this Agreement shall
create the relationship
of
principal and agent (except
s
specified
in
this
Section 11.2) or otherwise permit either party
to
incur any debts or liabilities or
obligations on behalf
of
the other party (except as specifically provided
herein).
11.3 Audit Rights. Each of parties hereto shall have the right to audit the books
and records
of
the other party hereto (the Audited Party ) solely for the
purpose of verifying the payments, if any, payable pursuant to this
Agreement. Any such audit shall be conducted upon not less than two (2)
business days' prior notice to the Audited party, at mutually convenient
times and during the Audited Party's normal business hours. Except as
otherwise provided in this Agreement, the cost
of
any such audit shall be
borne by the non-Audited Party. In the event any such audit establishes any
underpayment
of
any payment payable by the Audited Party to the non
Audited Party pursuant to this Agreement, the Audited Party shall promptly
pay the amount
of
the shortfall, and in the event that any such audit
establishes that the Audited Party has underpaid any payment by more than
twenty five percent (25%)
of
the amount of actually owing, the cost
of
such
audit shall be borne by the Audited Party. In the event any such audit
establishes any overpayment by the Audited Party
of
any payment made
pursuant to this Agreement, non-Audited Party shall promptly refund to the
Audited Party the amount of the excess.
11.4 Force Majeure. Neither party will be liable to the other or be deemed to be
in breach
of
this Agreement for any failure or delay in rendering
performance arising out
of
causes beyond its reasonable control and without
its fault or negligence. Such causes may include but are not limited to, acts
of God or the public enemy, terrorism, significant fires, floods, earthquakes,
epidemics, quarantine restnctIOns, strikes, freight embargoes, or
Governmental Authorities approval delays which are not caused by any act
or omission by Redflex, and unusually severe weather. The party whose
performance is affected agrees to notify the other promptly of the existence
and nature of any delay.
11.5 Entire Agreement. This Agreement represents the entire Agreement
between the parties, and there are no other agreements (other than invoices,
change orders and purchase orders, and business rules to be mutually
developed and approved by the Town and Redflex from time
to
time),
whether written or oral, which affect its terms. This Agreement may be
amended only by a subsequent written agreement signed by both parties.
11.6 Severability. f any provision of this Agreement is held by any court or
other competent authority to be void or unenforceable in whole or part, this
Agreement shall continue to be valid as to the other provisions thereof and
the remainder of the affected provision. Notwithstanding the foregoing
court decision declaring the program illegal or unconstitutional shall void
this contract.
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11.7 Waiver. Any waiver by either party of a breach of any provision of this
Agreement shall not be considered as a waiver
of
any subsequent breach
of
the same or any other provision thereof.
11.8 Construction. Except as expressly otherwise provided in this Agreement,
this Agreement shall
be
construed as having been fully and completely
negotiated and neither the Agreement nor any provision thereof shall
be
construed more strictly against either party.
11.9 Headings. The headings of the sections contained in this Agreement are
included herein for reference purposes only, solely for the convenience
of
the parties hereto, and shall not in any way be deemed to affect the meaning,
interpretation or applicability
of
this Agreement or any term, condition or
provision hereof.
11.10 Execution and Counterparts. This Agreement may be executed in any
number of counterparts, each of which when
so
executed and delivered shall
be deemed an original, and such counterparts together shall constitute only
one instrument.
nyone of
such counterparts shall be sufficient for the
purpose
of
proving the existence and terms
of
this Agreement and
no
party
shall be required to produce an original or all
of
such counterparts in making
such proof.
11 11
Covenant
of
Further Assurances. All parties to this Agreement shall, upon
request, perform any and all acts and execute and deliver any and all
certificates, instruments and other documents that may be necessary or
appropriate to carry out any
of
the terms, conditions and provisions hereof
or to carry out the intent of this Agreement.
11.12 Remedies Cumulative. Each and all
of
the several rights and remedies
provided for in this Agreement shall be construed as being cumulative and
no one of
them shall be deemed to be exclusive
of
the others or
of
any right
or remedy allowed by law or equity, and pursuit
of
anyone
remedy shall not
be deemed to be an election of such remedy, or a waiver of any other
remedy.
11.13 Binding Effect. This Agreement shall inure to the benefit
of
and be binding
upon all
of
the parties hereto and their respective executors, administrators,
successors and permitted assigns.
11.14 Compliance with Laws. Nothing contained in this Agreement shall be
construed
to
require the commission
of
any act contrary to law, and
whenever there
is
a conflict between any term, condition or provision
of
this
Agreement and any present or future statute, law, ordinance or regulation
contrary to which the parties have no legal right to contract, the latter shall
prevail, but in such event the term, condition or provision
of
this Agreement
affected shall be curtailed and limited only to the extent necessary to bring it
within the requirement
of
the law, provided that such construction
is
consistent with the intent
of
the Parties as expressed in this Agreement.
11.15 Notices. Any notices to be given hereunder shall
be
in writing, and shall be
deemed to have been given a) upon delivery,
if
delivered by hand, b) three
3) business days after being mailed first class, certified mail, return receipt
requested, postage and registry fees prepaid, or c) one 1) business day after
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being delivered to a reputable overnight courier service, excluding the
u s
Postal Service, prepaid, marked for next day delivery, i the courier service
obtains a signature acknowledging receipt, in each case addressed or sent to
such party as follows:
Notices
to
Redflex:
Redflex Traffic Systems, Inc.
23751
N 23
rd
Ave, Ste 150
Phoenix, AZ 85085
Attention: PROGRAM MANAGEMENT
Facsimile: ((623) 207-2000
Notices
to
the Town:
Chief
o
Police
Paradise Valley Police Department
6433
E
Lincoln Drive
Paradise Valley, AZ 85253
11.16 No Third Party Benefit. Nothing contained in this Agreement shall be
deemed to confer any right or benefit on any Person who
is
not a party to
this Agreement.
11.17 Applicable Law. This Agreement shall be governed by and construed in all
respects solely in accordance with the laws
o
the State
o
Arizona, United
States. Redflex shall remain fully informed o existing and future federal,
state and Town laws, ordinances and regulations that in any manner affect
the fulfillment
o
the contract resulting from this RFP and shall comply with
the same.
1l.18 Immigration Compliance. Under the provisions
o
A.R.S. § 41-4401,
Redflex hereby warrants
to
the Town that Redflex and each o its
subcontractors will comply with, and are contractually obligated to comply
with, all Federal Immigration laws and regulations that relate to their
employees and A.R.S. §23-214(A) (hereinafter Redflex Immigration
Warranty ). A breach o the Redflex Immigration Warranty shall constitute
a material breach
o
this Contract and shall subject Redflex to penalties up
to and including termination
o
this Contract at the sole discretion o the
Town. Both Parties retain the legal right
to
inspect the papers o any
Redflex or subcontractors' employee who works on this Contract
to
ensure
compliance with the Redflex Immigration Warranty. Redflex agrees to
assist the Town in regard to any such inspections. The Town may, at its sole
discretion, conduct random verification
o
the employment records
o
Redflex and any
o
subcontractors to ensure compliance with Redflex's
Immigration Warranty. Redflex agrees to assist the Town in regard to any
random verifications performed, and to keep papers and records open for
said inspection during normal business hours, and waives any right
to
keep
such papers and records confidential. Neither Redflex nor any subcontractor
o Redflex shall be deemed
to
have materially breached Redflex
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Immigration Warranty i Redflex or subcontractor establishes that it has
complied with the employment verification provision prescribed by sections
274A and 274B
o
the Federal Immigration and Nationality Act and the E
Verify requirements prescribed by A.R.S. §23-214(A). Voluntary
compliance may be available through the Arizona Attorney General's
Voluntary Employer Enhanced Compliance Program.
11.19 Iran and Sudan Investments. In accordance with Ariz. Rev. Stat. §35-
393.06, Redflex hereby certifies that Redflex does not have scrutinized
business operations in Iran or Sudan.
11.20 Jurisdiction and Venue. Any dispute arising out
o
or in connection with this
Agreement shall
be
submitted to the exclusive jurisdiction and venue
o
the
Federal and State courts located in the County Maricopa, Arizona and both
Parties specifically agree to be bound by the jurisdiction and venue thereof.
11 21
Conflicts
o
Interest. This Agreement
is
subject to cancellation pursuant
to
A.R.S. §38-511, pertaining to conflicts o interests.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
o
the day
and year first set forth above.
Town
Town
o
Paradise Valley, Arizona
B ~ ~
~ o n J r .
Town Manager
ATTEST:
B y : ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ _
Duncan Miller,
APPROVED AS TO FORM:
By: -
Andrew Miller, Town Attorney
Redflex
RED
FFIC SYSTEMS, INC.,
eVincenzi
President and CEO
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EXHIBIT
A
Designated Intersection Approaches, Designated Zones
And Designated Equipment Locations
1
Existing Installations. As
of
the Execution Date, the five 5) existing Designated
Intersection Approaches and two 2) existing Equipped Motor e h i c l e s ~
Priority 1 Group: Existing Designated Intersection Approaches
2 Lincoln Dr. and Tatum Blvd., eastbound and westbound dual direction)
2 McDonald Dr. and Tatum Blvd., northeastbound and southwestbound
dual direction)
1 Mockingbird Lane and Lincoln Dr., westbound
5 TOTAL
Priority 1 Group: Existing Equipped Motor Vehicles
1 Equipped Motor Vehicle Ford Escape Hybrid)
1 Equipped Motor Vehicle Ford Escape Hybrid)
2 TOTAL
2
New Combo Red LightlFixed Speed, Fixed Speed or Mobile Enforcement
Program. The contract allows for the implementation
of
up to twenty 20) new
Designated Intersection Approaches and four 4) new Equipped Motor Vehicles.
Future Designated Intersection Approaches shall be based on the following list of
locations, provided, however, new or different locations may be added to this list
based on mutual agreement between Redflex and the Town:
Priority 2 Group: New - Remaining Entries to Town Plus Major Intersection
1 Tatum Blvd. and Mockingbird Lane, southbound
1 Lincoln Dr. and 36
th
St., eastbound
_
_ Lincoln Dr. and Tatum Blvd., southbound
3 Priority Group 2 Total
Priority 3 Group: New - Middle o Long Stretches on Major Arterials
2 Lincoln Dr. and 56
th
St., eastbound and westbound dual direction)
2 Tatum Blvd. and Clearwater Pkwy, northbound and southbound dual
6
direction)
Tatum Blvd. and northbound and southbound dual direction)
Priority Group 3 Total
Priority 4 Group: New - Remaining Signalized Intersections
2 Tatum Blvd. and northbound and southbound dual direction)
2 Lincoln Dr. and Invergordon Rd., eastbound and westbound dual
2
6
2
direction)
Tatum Blvd. and northbound and southbound dual direction)
Priority Group 4 Total
Grand Total
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EXHI IT B
Construction and Installation Obligations
1
For each new red light/speed camera system to be installed, the Town shall bear
the direct cost
of
site preparation construction (conduits, concrete bases for poles
and red light/speed system controller boxes, etc.) for Redflex's equipment to be
installed. Engineering detailed plans, wiring necessary to connect parts of the
system, painting to match traffic signal stanchions, etc., shall be provided by
Redflex at its expense. Town, at its sole option, shall elect to have any needed
site preparation construction first required to install Redflex' s equipment, by one
of the following methods:
a The Town shall contract for the required site preparation construction and
shall, upon completion, provide control over the site to Redflex to proceed
with installation.
b The Town shall authorize Redflex to perform or contract for the site
preparation construction. The cost of the site preparation construction shall be
borne by the Town, and included in the purchase order for the new red
light/speed camera system to be installed. This necessitates Redflex
to
provide firm cost figures for the construction to the Town prior to Town staff
submitting Change OrderslPurchase Orders for the installation of new red
light/speed camera systems to the Town Council for approval.
2 In order to provide the Town with timely completion of the photo enforcement
project, Redflex Traffic. Systems requires that the Town assist with obtaining
timely approval of permit requests. The Town acknowledges the importance of
the safety program and undertakes that the Town will provide engineering
review(s)
of
Redflex permit requests and all documentation in a timely manner.
3 Redflex Obligations. Redflex shall do or cause to be done each of the following
(in each case, unless otherwise stated below, at Redflex's sole expense):
a Appoint a project implementation team.
b
Request current "as-built" electronic engineering drawings for the Designated
Intersection Approaches (the "Drawings") from the Town engineer.
c Develop and submit
to
the Town for approval construction and installation
specifications in reasonable detail for the Designated Intersection Approaches,
including but not limited to specifications for all sensors, conduit and cables,
electrical connections and traffic controller connections, as required.
d
Seek approval from the Town for the Designated Intersection Approaches
(collectively, the "Approvals"), which will include compliance with Town
permit applications.
e Finalize the acquisition
of
the Approvals.
f
Assist the Town in developing a public awareness strategy, which may
include media and educational materials.
g Complete the installation and testing of all necessary Equipment, including
hardware and software, at the Designated Intersection Approaches.
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h Complete all reasonably necessary electrical work at the Designated
Intersection Approaches, including but not limited to the installation of all
related Equipment and other detection sensors, poles, cabling,
telecommunications equipment and wiring, which work shall be performed in
compliance with all applicable local, state and federal laws and regulations
(this shall include familiarity and compliance with Town building and
electrical codes, and Town Public Works Department specifications).
1 Install and test the functionality of the Designated Intersection Approaches
with the Redflex System and establish fully operational Violation processing
capability with the Redflex System.
J Implement the use
of
the Redflex System at each of the Designated
Intersection Approaches.
k Town will provide and install any required enforcement signage.
4 Town Obligations. The Town shall do or cause to be done each
of
the following
(in each case, unless otherwise stated below, at Town s sole expense):
a
Assist Redflex in obtaining the Drawings from the Town.
b
Notify Redflex of any specific requirements relating to the construction and
installation of any Intersection Approaches.
c Provide reasonable access to the Town s properties and facilities in order to
permit Redflex to install and test the functionality of the Designated
Intersection Approaches and the Photo Red Light and Speed Enforcement
Program.
d
Provide reasonable access to the personnel of the Town and reasonable
information about the specific operational requirements of such personnel for
the purposes of performing training.
e Provide written notice to Redflex with respect to the quantity of media and
program materials that the Town will require in order to implement the
Awareness Strategy during the period commencing on the date on which
Redflex begins the installation
of
each of the Designated Intersection
Approaches and ending one (1) month after each Signaled Intersection
Approach becomes fully operational.
f The Town shall provide, on an agreed upon frequency, without cost to
Redflex, reports regarding the prosecution
of
Citations, the collection
of
fines,
fees and other monies and available collision data, in such format and for such
periods as Redflex may reasonably request.
g Yellow Light Timing Review: The Town shall be responsible to ensure that
the yellow
or
amber light phase timing at all photo enforced intersections
meets minimum standards according to federal, state, and local laws,
guidelines, and/or rules.
h To the extent within Town s control, provide on-going adequate electrical
power
n
order to operate the systems. The Town will allow Redflex to use
existing conduit space as available.
1
To the extent that the Town desires access to the Redflex System at the
Town s public safety building and facilities, the Town is responsible for all
computer hardware, web browsers and high speed Internet access necessary to
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operate the systems on the Town s computers (at the current time there is no
special equipment necessary other than a computer with internet access).
J.
Town
is
responsible for all computer hardware, web browsers and high speed
Internet access necessary to operate the systems.
5.
Mobile Speed Enforcement Obligations. In connection with the mobile speed
enforcement program, Redflex and the Town shall have the following obligations
as set foith below.
a. Redflex Obligations. Redflex shall:
1 Deploy each Equipped Vehicle and/or trailer substantially around
the clock.
2) Complete the installation and testing
of
all necessary Equipment,
including hardware and software.
3) Install and test the functionality
of
the Equipped Vehicle (s) with
the Redflex System.
b. Town Obligations. Town shall:
I
Coordinate a vehicle deployment strategy to maximize education,
awareness and speed violation reduction.
2) Assist in scheduling the deployment and relocation of the Equipped
Vehicle(s) and/or trailer(s).
3) Coordinate with Redflex in the deployment
of
each Equipped
Vehicle(s) and/or trailer(s).Town is responsible for all computer
hardware, web browsers and high speed Internet access necessary
to
operate the systems (no special equipment necessary other than a PC
with internet access).
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EXHI IT C
Operation, Maintenance, Repair, Replacement and Upgrades
1 All operation, maintenance, repair and upgrades of Photo Red Light and Speed
Enforcement systems and related equipment, whether owned by the Town or by
Redflex, shall be the sole responsibility of Redflex and at the sole expense
of
Redflex, including but not limited to maintaining the casings of the cameras
included in the Redflex System and all other Equipment in reasonably clean,
operable, and graffiti-free condition.
2 Redflex shall not open the Traffic Signal Controller Boxes without a
representative ofTown present.
3 In the event that images of a useable quality to identify Violators or Violations
cannot be reasonably obtained without the use of flash units, Redflex shall,
at
the
sole discretion
of
the Town s Project Manager, provide, install, and maintain such
flash units. This cost shall be borne by Redflex.
4
Redflex shall assign specific personnel to provide follow up assistance to the
Town in the form of the HELPDESK, a designated Town Service Representative,
and a Director of Accounts.
5 Redflex shall respond within 24 hours to maintenance requests.
6
Redflex shall update all software and hardware, whether currently or subsequently
installed when new software or hardware is made available to its other customers,
in a timely fashion at Redflex s sole expense.
7 Redflex is responsible for all operating costs, including maintenance, fuel,
washing, etc. for all vehicles, and for registration fees, insurances, repairs, etc., for
all Equipped Vehicles, regardless
of
ownership.
8 Any and all computer/information management system programming costs
associated with electronically submitting and managing citation processing data to
the Town s court shall be at the sole cost
of
Redflex.
9
Programming and software costs for the police department to access and manage
Notices of Violation and Citations shall be at the cost ofRedflex.
10
Redflex shall use the utmost care in the operation, management, maintenance,
upgrade and control of all automated photo enforcement equipment and software
owned by the Town, and treat it in all manners as
if
it is owned by Redflex. Costs
of repairing damage, other than normal wear and tear, caused by the Town or its
agents, and recurring costs for cable access to transmit data to Redflex from fixed
red light/speed camera systems and mobile speed camera vehicle download
terminal shall be at the expense
of
the Town.
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EXHIBIT D
PRICING AND PAYMENT OPTIONS
Commencing on the Date of this Agreement, the Town shall be obligated to pay to
Redflex a purchase price and/or a fee based on each adjudicated violation, depending on
which
of
the following Purchase Options the Town requests:
Red Light/Speed Detection Systems Purchase Options:
A Immediate Purchase:
1.
Town to pay $73,000.00 for the immediate purchase of each fixed Red light/speed
detection system.
1
2. Town pays Redflex $32.75 per adjudicated violation. 1 2
B
Purchase through increased fees for set period:
1.
Town pays Redflex $38.00 per adjudicated violation for the first eighty-four (84)
months after the Installation Date. 1 2
2.
After 84 months the Town pays Redflex $32.75 per adjudicated violation. 1 2
C.
Purchase through increased fees until specified additional amount is received/cap is
reached:
1. Town pays Redflex $38.00 per adjudicated violation; with $4.00 of each such
adjudicated violation payment being considered a partial payment of a purchase
price
of
$73,000.00 for the purchase by the Town
of
such fixed Red light/speed
d
· 2
etectlOn system. '
2. Redflex shall be paid $38.00 until such time as the accumulated partial payments
of $4.00 each total $73,000.00, the Town payment then being reduced to $32.75
for each adjudicated violation. 1 2
Notes:
1.
Prices for equipment to remain constant for initial five year term, thereafter to be adjusted pursuant to the CPI
adjustment provisions stated below (See Business Assumptions for All Pricing Options).
2.
Fees to be paid for each violation adjudicated as responsible for civil violations and guilty for criminal
violations, and for attendance at traffic school. No fee
is
paid for not responsible or not guilty adjudications.
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Mobile Speed etection Systems
A
Town Purchases Immediately:
1 Vehicle Only Purchased by Town:
Town separately purchases a marked police vehicle for mobile speed detection
system, and Redflex is paid $75,000.00 (per vehicle) to install a mobile speed
detection system in such vehicle - Redflex is paid $32.75 per adjudicated
violation. 1,2,3
2 Vehicle and Mobile Speed Detection System Purchased by Town:
Town pays Redflex $105,000.00 and Redflex supplies a new marked police
vehicle with a mobile speed detection system installed in such vehicle - Redflex is
paid $32.75 per adjudicated violation.
1,2,3
B
Redflex Owns the Vehicle and the Installed Mobile Speed Detection System:
1 Redflex is paid $38.00 per adjudicated violation. 1,2,3
Notes:
I. Prices for equipment, and fees per adjudicated violation, to remain constant for initial five year term, thereafter to be
adjusted pursuant to the CPI adjustment provisions stated below (See Business Assumptions for All Pricing Options).
2 Fees to be paid for each violation adjudicated as responsible for civil violations and guilty for criminal
violations, and for attendance at traffic school. No fee
is
paid for not responsible or not guilty adjudications.
3 Redflex is responsible for all operating costs, including maintenance, fuel, washing, etc. for all vehicles, and for
registration fees, insurances, repairs, etc., for vendor-owned vehicles.
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License Plate Reader LPR) Systems
A. Fixed LPR Equipment:
1.
Option
1
- Town may purchase fixed LPRs for $34,000 and pay an annual fee
o
$1,000.00 per fixed site.
2. Option
2
- Town may lease fixed LPRs for $7,500.00 per year per site, with no
additional annual cost.
B. Vehicle Mounted LPR Equipment by Town: Once mobile data computers are
installed in Town's vehicles, Town may elect to exercise either:
1.
Option
1
- Town may purchase vehicle mounted LPRs for $22,000 and an
annual fee o
$1
,000.00 per vehicle.
2. Option 2 - Town may lease vehicle mounted LPRs for $7,500.00 per year per
LPR, with no additional annual cost.
Note:
I. Prices for equipment, and fees per adjudicated violation,
to
remain constant for initial five year term, thereafter to be
adjusted pursuant
to
the CPI adjustment provisions stated below (See Business Assumptions for All Pricing Options).
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H LO Systems
1. Option 1 - Town may elect to purchase a HALO System for $15,000.00 and an
annual fee o $250.00 per installed location.
2. Option 2 - Town may lease the HALO System for $3000.00 per installed location
per year, with no additional annual fee.
Note:
I. Prices for equipment, and fees per adjudicated violation, to remain constant for initial five year term, thereafter
to
be
adjusted pursuant
to
the CPI adjustment provisions stated below (See Business Assumptions for All Pricing Options).
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PRICING AND PAYMENT TERMS
1. Payment.
a The Parties hereto specifically agree that the amounts collected as
compensation pursuant to this Exhibit are full remuneration for Redflex
performing all
of
the services contemplated by this Agreement and there
is
no additional compensation unless otherwise provided for this
Agreement.
b Redflex shall invoice the Town monthly for compensation due for
previous month, and shall include supporting documentation for
amounts calculated in conjunction with the Town.
c The Town agrees to pay Redflex within thirty (30) days after the invoice
is
received. Town shall be obligated
to
pay the cumulative balance
invoiced by Redflex, in accordance with terms set forth above.
2
Cost Recovery
eimbursement
under
Termination
for Convenience.
In the event the Town terminates this Agreement for Convenience under Section
6.1, Redflex shall be entitled to a cost recovery reimbursement for the costs
associated with the Equipment installed at each Designated Intersection Approach
prior to the Redflex receiving the termination notice.
3. Business Assumptions. The following business options shall govern all pricing
options:
a Redflex construction will be able to utilize existing conduit for installation
where space is available.
b Commencing on the fifth anniversary date
of
this Agreement, and for each
year thereafter, on the anniversary date
of
the Agreement, the pricing will
increase by the CPI. CPI will be derived from the publication
of
the U.S.
Department
of
Labor Consumer Price Index for U.S. City average.
c Town agrees to pay Redflex for each adjudicated violation within forty-five
(45) days after the invoice
is
received. A monthly late fee
of
1.5
is
payable
for amounts remaining unpaid sixty (60) days from date of invoice.
d
The provision of all necessary communication, broadband and telephone
services to the D