R-11-05-26-11A1 - 5/26/2011RESOLUTION NO. R -11-05-26-11A1
WHEREAS, the City of Round Rock desires to purchase equipment and services for the
implementation of a digital photo red light enforcement system and program, and
WHEREAS, Redflex Traffic Systems, Inc. has submitted an Agreement to provide said
equipment and services, and
WHEREAS, the City Council desires to enter into said Agreement with Redflex Traffic
Systems, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement Between the City of Round Rock, Texas and Redflex Traffic Systems, Inc. for Digital
Photo Red Light Enforcement System and Program, a copy of same being attached hereto as Exhibit
"A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended
RESOLVED this 26th day of May, 2011.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Secretary
0:\wdox SCC1nts\0112\1104\MUNICIPAL\ 00222718.DOCrmc
AGREEMENT BETWEEN THE CITY OF ROUND ROCK, TEXAS
AND REDFLEX TRAFFIC SYSTEMS, INC. FOR
DIGITAL PHOTO RED LIGHT ENFORCEMENT
SYSTEM AND PROGRAM
EXHIBIT1
11A/1
This Agreement (the "Agreement") is made as of this day of the month of
, 20 by and between Redflex Traffic Systems, Inc.,
with offices at 23751 N. 23`d Avenue, Phoenix, Arizona 85027 ("Redflex"), and the City of
Round Rock, Texas, a home -rule municipal corporation, with offices at 221 East Main Street,
Round Rock, Texas 78664 (the "City" or the "Customer").
RECITALS
WHEREAS, the City seeks to promote the health, safety and general welfare of its
citizens; and
WHEREAS, there is convincing documented evidence that motorists running red lights
are a significant problem resulting in traffic accidents causing fatalities, injuries, and loss of
property; and
WHEREAS, Texas statutes authorize municipalities to regulate traffic by traffic -control
devices and through criminal, civil, and administrative enforcement methods; and
WHEREAS, the City's concern relating to traffic accidents caused by motorists running
red lights is a legitimate public safety concern which supports implementation of reasonable
regulations; and
WHEREAS, by implementation of such reasonable regulations, it is not the City's intent
or purpose to intrude upon individual liberties or to seek to increase revenues but rather to
increase safety, to increase motorists' consciousness, and to reduce property loss due to traffic
accidents involving the running of red lights; and
WHEREAS, the City desires to implement a digital photo red light enforcement system
and program in order to promote the health, safety and general welfare of the citizens of the City
by reducing the hazards related to running red lights; and
WHEREAS, Redflex has substantial expertise in the area of installing, servicing and
supporting digital photo red light enforcement systems and programs, and has provided a
quotation or proposal to the City under which Redflex would provide such services to the City;
and
WHEREAS, Redflex has exclusive knowledge, possession and ownership of certain
equipment, licenses, applications, and citation processes related to digital photo red light
enforcement systems; and
00221632/jkg
Revised 5/4/11
WHEREAS, the City desires to engage the services of Redflex to provide certain
equipment, processes and back office services so that Authorized Employees of the City are able
to monitor, identify and enforce red light running violations; and
WHEREAS, it is a mutual objective of both Redflex and the City to reduce the incidence
of vehicle collisions at the traffic intersections and city streets that will be monitored pursuant to
the terms of this Agreement; and
WHEREAS, the City desires to purchase and use such services and program from
Redflex in order to utilize such information to determine whether and whom to cite for certain
traffic violations; and
WHEREAS, Redflex desires to provide such services and program, and the City desires
to purchase same from Redflex:
NOW THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises and covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
SECTION 1
DEFINITIONS
In this Agreement, the words and phrases below shall have the following meanings:
1.1. "Authorized Employee" means such individual(s) as the City shall designate to review
Potential Violations and to authorize the issuance of Citations in respect thereto.
1.2. "Authorized Violation" means each Potential Violation in the Violations Data for which
authorization to issue a Citation in the form of an Electronic Signature is given by the Authorized
Employee by using the Redflex System.
1.3. "Citation" means the notice of a Violation which is mailed or otherwise delivered by
Redflex to the violator on the appropriate Enforcement Documentation in respect of each
Authorized Violation.
1.4. "Confidential or Private Information" means, with respect to any Person, any
information, matter or thing of a secret, confidential or private nature, whether or not so labeled,
which is connected with such Person's business or methods of operation or concerning any of
such Person's suppliers, licensors, licensees, customers or others with whom such Person has a
business relationship, and which has current or potential value to such Person or the
unauthorized disclosure of which could be detrimental to such Person, including but not limited
to:
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1.4.1. Matters of a business nature, including but not limited to information relating to
development plans, costs, finances, marketing plans, data, procedures, business
opportunities, marketing methods, plans and strategies, the costs of construction,
installation, materials or components, the prices such Person obtains or has
obtained from his/her/its clients or customers, or at which such Person sells or has
sold his/her/its services; and
1.4.2. Matters of a technical nature, including but not limited to product information,
trade secrets, know-how, formulae, innovations, inventions, devices, discoveries,
techniques, formats, processes, methods, specifications, designs, patterns,
schematics, data, access or security codes, compilations of information, test
results and research and development projects. For purposes of this Agreement,
the term "trade secrets" shall mean the broadest and most inclusive interpretation
of trade secrets.
1.4.3. Notwithstanding the foregoing, Confidential or Private Information will not
include information that: (i) was generally available to the public or otherwise
part of the public domain at the time of its disclosure, (ii) became generally
available to the public or otherwise part of the public domain after its disclosure
and other than through any act or omission by any party hereto in breach of this
Agreement, (iii) was subsequently lawfully disclosed to the disclosing party by a
person other than a party hereto, (iv) was required by a court of competent
jurisdiction to be described, or (v) was required by applicable state law to be
described.
1.5. "Designated Intersection Approaches" means the Intersection Approaches as Redflex and
the City shall mutually agree from time to time. See Exhibit A for delineation of information
regarding Designated Intersection Approaches.
1.6. "Electronic Signature" means the method through which the Authorized Employee
indicates his/her approval of the issuance of a Citation in respect of a Potential Violation using
the Redflex System.
1.7. "Enforcement Documentation" means the necessary and appropriate documentation
related to the Photo Red Light Enforcement Program, including but not limited to warning
letters, citation notices (using the specifications of the City), a numbering sequence for use on all
citation notices (in accordance with applicable court rules), instructions to accompany each
issued Citation (including in such instructions a description of basic court procedures, payment
options and information regarding the viewing of images and data collected by the Redflex
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 court and judicial officers.
1.8. "Equipment" means any and all approach cameras, sensors, equipment, components,
products, software and other tangible and intangible property relating to the Redflex System of
Photo Red Light Enforcement.
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1.9. "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.
1.10. "Gross Receipts" means all payments received from Penalties and Late Payment Fees
related to Photo Red Light Violations and the corresponding appeals process.
1.11. "Installation Date of the Photo Red Light Program" means the date on which Redflex
completes the construction and installation of at least one (1) Designated Intersection Approach
in accordance with the terms of this Agreement so that such Designated Intersection Approach is
operational for the purposes of functioning with the Photo Red Light Enforcement Program.
1.12. "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 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 hereof now or hereafter in force (including any rights in any
of the foregoing), of such Person.
1.13. "Intersection Approach" means a conduit of travel with up to four (4) contiguous lanes
from the curb (e.g., northbound, southbound, eastbound or westbound) on which at least one (1)
system has been installed by Redflex for the purposes of facilitating Photo Red Light
Enforcement by the City.
1.14. "Late Payment Fee" means a penalty imposed for non -timely payment, such penalty not
to exceed the maximum amount allowable by law.
1.15. "Operational Period" means the period of time during the term of this Agreement,
commencing on the Installation Date, during which the Photo Red Light Enforcement Program is
functional in order to permit the issuance of Citations using the Redflex System.
1.16. "Person" means a natural individual, company, Governmental Authority, partnership,
firm, corporation, legal entity or other business association.
1.17. "Penalty" means a monetary sum assessed for Citation.
1.18. "Photo Red Light Enforcement Program" means the process by which the monitoring,
identification and enforcement of Violations is facilitated by the use of certain equipment,
applications and back office processes of Redflex, including but not limited to cameras, flashes,
central processing units, signal controller interfaces and sensor arrays which, collectively, are
capable of measuring Violations and recording such Violations Data in the form of photographic
images of motor vehicles.
1.19. "Photo Red Light Violation Criteria" means the standards and criteria by which Potential
Violations will be evaluated by Authorized Employees of the City, which standards and criteria
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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
Governmental Authorities.
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 Violation has
occurred.
1.21. "Project Manager" means the Project Manager appointed by the City in accordance with
this Agreement, who shall be responsible for overseeing the installation of the Designated
Intersection Approaches and the implementation of the Photo Red Light Enforcement Program,
and which Project Manager shall have the power and authority to make management decisions
relating to the City's obligations pursuant to this Agreement, including but not limited to change
order authorizations, subject to any limitations set forth in the City's Charter or other
organizational documents of the City or by the Round Rock City Council.
1.22. "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 or Private 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 printouts, 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.
1.23. "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
Photo Red Light Enforcement at any time during the term of 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 Manager" 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 of the Photo Red
Light Enforcement Program, and who shall have the power and authority to make management
decisions relating to Redflex's obligations pursuant to this Agreement, including but not limited
to change order authorizations.
1.25. "Redflex System" means, collectively, the SalusTM and/or SMARTcamTM System, the
SMARTsceneTM 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 (1) lane of travel at a Designated Intersection Approach;
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the SMARTopsTM System, the Photo Red Light Enforcement Program, and all of the other
equipment, applications, back office processes, servers, off-site backup systems, software and
other tangible and intangible property relating thereto.
1.26. "Records Retention" means the period of time that Redflex will retain information to
include photographic evidence and data associated with the Photo Red Light Enforcement
Program.
1.27. "REDFLEXredTM System" means the proprietary digital red light photo enforcement
system of Redflex relating to the Photo Red Light Enforcement Program.
1.28. "SalusTM System" means the proprietary software system that controls the photo
enforcement system of Redflex relating to the Photo Red Light Enforcement Program.
1.29. "SMARTcamTM System" means the proprietary software system that controls the photo
enforcement system of Redflex relating to the Photo Red Light Enforcement Program.
1.30. "SMARTsceneTM System" means the proprietary digital video camera unit, hardware and
software required for providing supplemental Violations Data.
1.31. "SMARTopsTM System" means the proprietary back office processes of Redflex relating
to the Photo Red Light Enforcement Program.
1.32. "Testing Period" means a period after the Installation Date of the first Designated
Intersection Approach, wherein testing notices may be issued by the City's Police Department
for quality control.
1.33. "Traffic Signal Controller Boxes" means the signal controller interface and vehicle
detection owned and operated by the City. This includes, but is not limited to, the City's traffic
controller, the City's vehicle detection equipment, the City's communication equipment, the
City's controller cabinet, etc.
1.34. "Violation" means any traffic violation authorized for photo enforcement which is
prohibited by the Texas Transportation Code or any applicable rule, regulation or law of any
other Governmental Authority, including but not limited to operating a motor vehicle contrary to
traffic signals.
1.35. "Violations Data" means the images and other violations data gathered by the Redflex
System at the Designated Intersection Approaches.
SECTION 2
GUARANTEE OF COST NEUTRALITY
2.1. For the purposes of this Agreement, any terms or concepts expressed as "cost neutrality"
or "revenue neutrality" or "revenue neutrality guarantee" shall mean that Redflex hereby
guarantees that for each month during the entire term of this Agreement (initial term and all
renewal periods) the following applies:
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2.1.1. If monthly Gross Receipts do not exceed the Fixed Fee Amount and Installation
Fee Amount (delineated herein in Section 6.1.1 and 6.1.2) for any month end, the
City shall pay Redflex only the amount of Gross Receipts received. The
difference is then carried over to each succeeding month and paid if and when
Gross Receipts exceed the Fixed Fee Amount and Installation Fee Amount. Any
payment deficits are cumulative in nature and continue to apply during the Term
and any renewal term(s) until satisfied in full. If, upon termination of this
Agreement, a balance has been carried over, Redflex is entitled to any receipts
received upon termination up to the balance that has been carried over.
2.1.2. The City will pay Redflex upon proper receipt of invoices conforming to
requirements delineated in Exhibit K. The City shall be obligated to pay the
cumulative balance invoiced by Redflex, in accordance with the terms set forth in
this Agreement, to the extent of Gross Receipts received by the City.
2.1.3. Payment will only be made by the City up to the amount of Gross Receipts
received by the City. Redflex shall perform a weekly balance sweep into the City
of Round Rock's bank account. Such sweep shall be in the amount of cash
collections in excess of a cash reserve of $10,000.
2.1.4. The City shall open a special revenue account and payments to Redflex will come
only from the available balance in that account up to the amount currently due,
including any unpaid prior invoiced amounts.
2.1.5. Cost neutrality will be reconciled and any necessary adjustments will be made at
the end of this Agreement.
2.1.6. Cost neutrality is guaranteed with the sole exception being if and when Round
Rock Police fail to approve Violations by time periods under state statute.
SECTION 3
SCOPE OF AGREEMENT
3.1. Scope of Agreement. Redflex agrees to provide to the City certain herein -described
services during the term of this Agreement, such services to be delivered pursuant to the terms
and conditions of this Agreement. By way of delineation and not limitation, the services shall be
provided by Redflex for the number of the Designated Intersection Approaches listed in Exhibit
A which is attached hereto and incorporated herein by reference for all purposes. Targeted
Designated Intersection Approaches are listed in Exhibit A and may be hereafter referred to as
"Location" individually and "Locations" collectively. Each System will monitor up to four (4)
lanes of traffic at each Location. When agreed in writing by the parties, the City and Redflex
may add and/or remove targeted Designated Intersection Approaches listed in Exhibit A. In
addition, and at no additional cost whatsoever to the City, each System will provide video clip
evidence for Violations.
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3.2. Services and Pricing All -Inclusive. The pricing delineated in this Agreement shall include
all products, services, first class postage, and motor vehicle "look -up" information necessary for
all of the installation, training, operation, and maintenance of the services. The City shall not be
obligated in any manner for the provision of any hardware or software other than the following:
(i) internet connections at desired system access points, and (ii) a standard PC with an internet
connection and web browser for each access point.
3.3. Limitation on Scope. It is expressly understood and agreed that the City reserves to itself
the sole and exclusive right and privilege to enforce the City's traffic ordinances. It is further
expressly understood and agreed that the services do not, and are not intended to, include the
manner and enforcement of the City's traffic ordinances.
SECTION 4
EFFECTIVE DATE, TERM, AND RIGHT OF REVIEW
4.1. Effective Date. This Agreement shall be effective on the date it has been signed by both
parties hereto, and shall remain in full force and effect unless and until it expires by operation of
the term stated herein, or until terminated or extended as provided herein.
4.2. Term. The initial term of this Agreement shall be for sixty (60) months from the date of
the issuance of the first Citation by the System. After that initial term, this Agreement may be
renewed for successive terms of twelve (12) months each, not to exceed in the aggregate two (2)
such renewals, with such renewals to occur on or before the expiration date of the preceding
term, and with such renewals being absolutely predicated upon the express written agreement of
both parties. Such renewals are permitted only provided Redflex has performed each and every
non -waived contractual obligation specified in this Agreement. The parties expressly agree that
pricing hereunder shall be firm for the duration of this Agreement and any renewal periods.
4.3. Right of Review. The City reserves the right to review Redflex's provision of goods and
services at any time during the initial term or any renewal periods, and may elect to terminate
this Agreement with or without cause or may elect to continue. By way of illustration and not
limitation, the City may review as a consideration for continuation the following: performance,
pricing, continued need, and substantial advancements in technologies and/or services.
SECTION 5
SERVICES TO BE PERFORMED BY REDFLEX
Redflex shall provide the Photo Red Light Enforcement Program to the City in
accordance with the terms and provisions set forth in this Agreement. Redflex shall fully and
timely provide all deliverables described herein and in Redflex's offer or proposal in strict
accordance with the terms, covenants and conditions of this Agreement and all applicable
federal, state and local laws, rules and regulations.
5.1 Purpose.
5.1.1. Redflex shall provide a high-resolution digital System for photographic images of
red light violators at various intersections controlled by traffic signals within the
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City of Round Rock. The goal of the program is to reduce fatal and injury
crashes, and to reduce property damages and loss, at monitored intersections.
5.1.2. The City will not purchase Redflex's camera systems outright. Redflex shall
retain ownership of the System; shall supply and install the System; shall provide
training, maintenance and support; and shall provide additional services as
specified in this Agreement.
5.1.3. At intervals, the City will review collisions and violation rates at sites with and
without cameras to determine the effectiveness of the System. Based upon its
fmdings, the City may or may not elect to add cameras to the System.
5.1.4. Designated Intersection Approaches (camera locations) will be determined by the
City. The City will review a list of candidate sites with Redflex to determine any
potential issues related to visibility, equipment location conflicts, or violation
issues.
5.1.5. The System must meet the requirements set forth herein and shall include, but
shall not be limited to, providing all necessary equipment, engineering,
installation, labor, maintenance, Citation processing, issuance of letters of notice
to vehicle owners, court appearances and any other necessary support for a
complete turn -key program. The System shall have an implementation schedule,
complete System installation, documentation and training, service and
maintenance, and a detailed cost of the services. Redflex shall warrant and
maintain all equipment provided to the City throughout the duration of this
Agreement.
5.2. General Construction and Installation Obligations. The City and Redflex shall have the
respective rights and obligations set forth on Exhibit B, which is attached hereto and
incorporated herein by reference for all purposes.
5.3. General Maintenance and Support Requirements. The City and Redflex shall have the
respective rights and obligations set forth on Exhibit C, which is attached hereto and
incorporated herein by reference for all purposes.
5.4. Functional and Technical Requirements. The City and Redflex shall have the respective
rights and obligations set forth on Exhibit D, which is attached hereto and incorporated herein by
reference for all purposes.
5.5. System Requirements. The City and Redflex shall have the respective rights and
obligations set forth on Exhibit E, which is attached hereto and incorporated herein by reference
for all purposes.
5.6. Security Requirements. The City and Redflex shall have the respective rights and
obligations set forth on Exhibit F. which is attached hereto and incorporated herein by reference
for all purposes.
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5.7. Specific Installation and Maintenance Requirements. The City and Redflex shall have
the respective rights and obligations set forth on Exhibit G, which is attached hereto and
incorporated herein by reference for all purposes.
5.8. Training Requirements. The City and Redflex shall have the respective rights and
obligations set forth on Exhibit H. which is attached hereto and incorporated herein by reference
for all purposes.
5.9. Scope of Work Requirements. The City and Redflex shall have the respective rights and
obligations set forth on Exhibit I, which is attached hereto and incorporated herein by reference
for all purposes.
5.10. Violation Processing Requirements. The City and Redflex shall have the respective
rights and obligations set forth on Exhibit J, which is attached hereto and incorporated herein by
reference for all purposes.
5.11. Back Office Collections: Compensation. The City and Redflex shall have the respective
rights and obligations set forth on Exhibit K. which is attached hereto and incorporated herein by
reference for all purposes.
5.12. Miscellaneous Rights and Obligations. In addition to all of the other rights and
obligations set forth in this Agreement, Redflex and the City shall have the respective
miscellaneous rights and obligations set forth on Exhibit L, which is attached hereto and
incorporated herein by reference for all purposes.
5.13. Records Retention. Redflex will retain information to include photographic evidence and
data associated with the Photo Red Light Enforcement Program for a period as defined by the
City, but in no case less than a period of six (6) months after a case is disposed.
5.14. Public Awareness Campaign, Public Information and Education. At no additional cost to
the City, Redflex must develop and implement a Public Awareness Campaign to include, but not
be limited to, providing the content and design of public education materials, web site design,
and assistance with media kick-off events, press releases and communications. The content must
have prior written approval of the City. All media -related issues shall be coordinated by the
City. Written materials for mass distribution shall be produced in the English language and in
the Spanish language. Radio and television spots, if any, shall include some versions in the
Spanish language. Redflex shall participate in any ongoing media campaign, developed in
conjunction with the City. At the City's request, Redflex shall attend public meetings and assist
designated City staff in demonstrating the System equipment and program.
5.15. Project Termination Plan.
5.15.1. Circumstances beyond the control of the City of Round Rock, such as legislative
changes or restrictions that would prohibit the Photo Red Light Enforcement
Program from continuation, shall result in a no-fault termination of the awarded
contract/this Agreement, unless expressly described otherwise herein and in
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Section 11. In the case of a voter initiative causing termination, Redflex shall be
entitled to the remedies described in Section 11.1.2. Redflex shall maintain a
project termination plan in the event the Agreement is terminated prior to the end
of the Agreement term. Such plan shall include a timeline for complete removal
of all equipment installed on City property. Redflex will be responsible for all
costs to remove the System once the Agreement is terminated. Redflex will bear
the responsibility for returning the intersections to original operating conditions
within specified City timeframes. Redflex will be paid a prorated amount of the
flat Monthly Fixed Fee Amount based on the number of days in the specific
month that the Agreement was terminated.
5.15.2. 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 Enforcement Program; (ii) promptly
deliver to the City any and all Proprietary Property of the City provided to
Redflex pursuant to this Agreement; (iii) promptly deliver to the City a final
report regarding the collection of data and the issuance of Citations in such format
and for such periods as the City 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 the City a final invoice
stating all fees and charges properly owed by the City to Redflex for work
performed and Citations issued by Redflex prior to the termination; (v) upon the
closing of Round Rock's lockbox account, promptly provide to the City a final
reconciliation of lockbox account transactions (detailing gross receipts, bank
service charges, merchant fees, and any other transaction posting to the account),
and promptly deliver to the City within fifteen (15) days the reserve established
by Section 2.1.3 of this Agreement; and (vi) provide such assistance as the City
may reasonably request from time to time in connection with prosecuting and
enforcing Citations issued prior to the termination of this Agreement. Video shall
be downloaded to a City website for up to six (6) months after the termination of
this Agreement. The Municipal Court will require copies of videos for non -
terminated cases sent to a site selected by the City in a manner selected by the
City. Seven (7) months after the termination of this Agreement, Redflex is no
longer bound to the Data Retention Requirements for any data; and, if the City
wishes to obtain the data, it must be conveyed by Redflex at the time of
termination. Redflex shall transfer the data and relevant information to the City
as follows: Redflex shall supply to the City, in a flat file or other mutually
agreeable format, the relevant contents of the project database, including but not
limited to all notices of Violations and information records whether open or
closed; provided, however, all Violation images and video may be supplied on
separate media sources and the database shall contain a "pointer" to the associated
images or video file. The City will assume the burden for all costs associated
with this task, including but not limited to administrative, storage media, storage
media authoring devices, and internet bandwidth used for transferring data.
Redflex will provide no tools for accessing this data, or other guarantees.
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5.15.3. The City shall (i) immediately cease using the Photo Red Light Enforcement
Program, accessing the Redflex System, and using any other Intellectual Property
of Redflex; (ii) promptly deliver to Redflex any and all Proprietary Property of
Redflex provided to the City pursuant to this Agreement; and (iii) promptly pay
any and all fees, charges and amounts properly owed by the City to Redflex for
work performed and Citations issued by Redflex prior to the termination.
5.15.4. Unless the City and Redflex have agreed to enter into a new agreement relating to
the Photo Red Light Enforcement Program or have agreed to extend the term of
this Agreement, Redflex shall remove any and all Equipment or other materials of
Redflex installed in connection with Redflex's performance of its obligations
under this Agreement, including but not limited to housings, poles and camera
systems, and Redflex shall restore the Designated Intersection Approaches to
substantially the same condition such Designated Intersection Approaches were in
immediately prior to this Agreement.
5.16. Performance Incentives.
5.16.1. On a total Program level on a monthly basis, Redflex guarantees that it will meet
or exceed an 85% issuance rate, and that anything below 85% will be refunded to
the City on a percent basis. Issuance rate is defined as the total number of
approved Violations divided by the total number of Violations submitted for the
City's review. [Example: If the City has an issuance rate of 83% for the month
of March, Redflex refunds (85% - 83%) or 2% of the total monthly invoice.]
5.16.2. On a total Program level on a monthly basis, Redflex guarantees that the System
will be up and operational for a minimum of 90% of the time. For anything over
10% downtime (not including road construction initiatives, system knockdowns,
or other factors outside of Redflex's control), Redflex will prorate the City back
$160.00 per day per Designated Intersection Approach.
SECTION 6
PRICES, INVOICING, AND COLLECTIONS
6.1. Prices for Services. The parties hereby agree that pricing for the services to be provided
hereunder shall be as follows:
6.1.1. Fixed Fee. Commencing on the expiration of the testing period for each
Designated Intersection Approach, the City shall be obligated to pay Redflex a fixed fee of
$4,287.00 per month for each Designated Intersection Approach ("Monthly Fixed Fee Amount")
as full remuneration for performing all of the services contemplated in this Agreement, except
for the Installation Fee as stated in Section 6.1.2.
6.1.2. Installation Fee. Commencing on the expiration of the testing period for each
Designated Intersection Approach, the City shall be obligated to pay Redflex a monthly
installation fee. Such fee will be determined by dividing the reimbursable cost per approach,
$35,000, by the number of months between the expiration of the testing period and the current
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term of the agreement. The reimbursable costs are limited to direct labor and direct material and
do not include equipment costs and salvable material costs.
6.2. Invoicing and Payment. Invoicing shall begin for each Designated Intersection Approach
after the System is installed and accepted at that Location and Redflex has operated the System
for the thirty -day testing period, or such longer testing period as may be mutually agreed by the
parties. After the testing period, all invoices will be sent to the City at the end of each month of
operation and, to be eligible for payment, invoices must conform to requirements delineated in
Exhibit K.
6.2.1. The City agrees to pay Redflex in accordance with the Texas Prompt
Payment Act, as delineated herein in Section 7. Notwithstanding anything
in this Agreement to the contrary, the City shall be obligated to pay the
balance invoiced by Redflex, in accordance with terms set forth herein, to
the extent of Gross Receipts received by the City.
6.2.2. In the event that the Agreement ends or is terminated and an invoiced
balance is still owed to Redflex, all subsequent receipts from Photo Red
Light Violations for a period of twelve (12) months from date of
termination shall be applied to such balance and paid to Redflex.
6.2.3. Payment will only be made by the City up to the amount of Gross Receipts
received by the City. Payments each month shall include (if applicable)
amounts in excess of the fixed fees described in Section 6.1.1 and
installation fees described in Section 6.1.2 if the City owes a cost neutral
balance (as described in Section 2) and Gross Revenues exceed the fixed
fees and installation fees until such cost neutral balance has been paid in
full. Redflex shall perform a weekly balance sweep into the City of Round
Rock's bank account. Such sweep shall be in the amount of cash collections
in excess of a cash reserve of $10,000.
6.2.4. The City shall open a special revenue account and payments to Redflex will
come only from the available balance in that account up to the amount
currently due, including any unpaid prior invoiced amounts.
6.3. Collections. After an agreed time period where no payment has been received on a
given notice of Violation, Redflex shall provide to the City, for a fee of fifteen (15%) of the
amount collected, services for collection of delinquent debt on past due receivables.
6.4. Business Assumptions for Pricing.
6.4.1. The provision of all necessary communication, broadband and telephone services
to the Designated Intersection Approaches shall be the sole responsibility of
Redflex.
6.4.2. Redflex shall be solely responsible for installing required signage. Redflex shall
be solely responsible for the fabrication of any signage, notices or other postings
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required pursuant to any law, rule or regulation of any Governmental Authority,
and all signage shall meet or exceed requirements of Manual on Uniform Traffic
Control Devices (MUTCD) and all applicable local, state, and federal laws. The
City shall assist in determining the placement of such signage. Redflex shall
submit signage design drawings to the City for approval. Any changes or
modifications to signage requirements shall be the responsibility of the City.
6.4.3. Roadway/Intersection Improvement Projects: The City shall reimburse Redflex
the costs of replacing and or modifying operational system approaches.
6.5 Prosecution and Collection; Compensation. The City shall reasonably and vigorously
prosecute Citations for violations presented by the Redflex Systems and as defined under Texas
law, and the collection of all Fines in respect thereof, and Redflex shall have the right to receive,
and the City shall be obligated to pay, the compensation set forth herein.
SECTION 7
PROMPT PAYMENT POLICY
7.1. In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Redflex shall be made within thirty (30) days of the date the City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or services, whichever is
later. Redflex may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by the City in the event:
7.1.1. There is a bona fide dispute between the City and Redflex, a contractor,
subcontractor, or supplier about the goods delivered or the Service performed that
causes the payment to be late; or
7.1.2. There is a bona fide dispute between Redflex and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
7.1.3. The terms of a federal contract, grant, regulation, or statute prevent the City from
making a timely payment with federal funds; or
7.1.4. The invoice is not mailed to the City in strict accordance with any instruction
relating to the payment.
SECTION 8
CHANGE ORDERS
8.1. Change Orders. The City 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
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the proposed changes (a "Change Order Notice"). Upon Redflex's receipt of a Change Order
Notice, Redflex shall deliver a written statement describing the cost, if any (the "Change Order
Proposal"). 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 City. Following
the City's receipt of the Change Order Proposal, the parties shall negotiate in good faith and
agree to a plan and schedule for implementation of the proposed changes, the time, manner and
amount of payment or price increases or decreases, as the case may be, and any other matters
relating to the proposed changes; provided, however, in the event that any proposed change
involves only the addition of equipment or services to the existing Designated Intersection
Approaches, or the addition of Designated Intersection Approaches to be covered by the terms of
this Agreement, to the maximum extent applicable, the pricing terms set forth herein in Section 6
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 11.
SECTION 9
LICENSE; RESERVATION OF RIGHTS BY REDFLEX
9.1. License. Subject to the terms and conditions of this Agreement, Redflex hereby grants to
the City, and the City hereby accepts from Redflex upon the terms and conditions herein
specified, a non-exclusive, non -transferable license during the term of this Agreement to: (i)
solely within the City of Round Rock, Texas, 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 copies of any content posted on the Redflex System in
connection therewith, (ii) disclose to the public (including outside of the City of Round Rock,
Texas) that Redflex is providing services to the City in connection with the Photo Red Light
Enforcement Program pursuant to the terms of 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 Enforcement Program, so long as any and all such
publications or materials are approved in advance by the City.
9.2. Reservation of Rights. The City 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 City
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 the City pursuant to this Agreement, the City shall gain no additional
right, title or interest therein.
9.3. Restricted Use. The City 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 of the Redflex Marks in any way which
might prejudice their distinctiveness, validity or the goodwill of Redflex therein, (iv) use any
trademarks or other marks other than the Redflex Marks in connection with the City's use of the
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Redflex System pursuant to the terms of this Agreement without first obtaining the prior consent
of Redflex, or (v) disassemble, de -compile or otherwise perform any type of reverse engineering
to 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.
9.4. Protection of Rights. Redflex shall have the right to take whatever action it deems
necessary or desirable to remedy or prevent the infringement of any Intellectual Property of
Redflex, including without limitation the filing of applications to register as trademarks in any
jurisdiction any of the Redflex Marks, the filing of patent applications for any of the Intellectual
Property of Redflex, and making any other applications or filings with appropriate Governmental
Authorities. The City 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.
9.5. Infringement. The City shall use reasonable 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 constitutes a
misappropriation of trade secrets or acts 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 9.5, then the City shall render to Redflex such reasonable cooperation and
assistance as is reasonably requested by Redflex, and Redflex shall be entitled to any damages or
other monetary amounts that might be awarded after deduction of actual costs; provided,
however, that Redflex shall reimburse the City for any reasonable costs incurred in providing
such cooperation and assistance.
9.6. Infringing Use. The City shall give Redflex prompt written notice of any action or claim,
whether threatened or pending, against the City 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 City shall render to Redflex
such reasonable cooperation and assistance as is reasonably requested by Redflex in the defense
thereof; provided, however, that Redflex shall reimburse the City 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 City the right to keep using the allegedly
infringing items, modify them to avoid the alleged infringement or replace them with non -
infringing items.
9.7. Public References to Redflex. The City shall, on a commercially reasonable basis, seek
approval from Redflex to utilize, make use of and/or make 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 "SMARTcam® System", "Salus® System", "REDFLEXred® System",
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"REDFLEXspeed® System", "REDFLEXrail® System", "REDFLEXstop® System",
"REDFLEXslimline® System", "SMARTops® System", "SMARTscene® System";
"PLATESCAN® 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. The City understands and agrees
that Redflex, its marks, systems, processes and intellectual property have substantial value to
Redflex and that, unless otherwise required by law, the City will carefully refrain from making
negative statements regarding Redflex, its marks, systems, processes and intellectual property.
SECTION 10
REPRESENTATIONS AND WARRANTIES
10.1. Redflex's Representations and Warranties.
10.1.1. 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.
10.1.2. Specific Warranty - Price.
10.1.2.1. Redflex warrants the prices quoted in its proposal or offer are no higher
than Redflex's current prices on orders by others for like deliverables
under similar terms of purchase.
10.1.2.2. Redflex certifies that the prices in its proposal or offer have been arrived
at independently without consultation, communication, or agreement for
the purpose of restricting competition, as to any matter relating to such
fees, with any other firm or with any competitor.
10.1.3. Specific Warranty - 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 in accordance with
generally accepted industry standards and practices, the terms, conditions, and
covenants of this Agreement, and all applicable federal, state and local laws, rules
or regulations.
10.1.3.1. Redflex may not limit, exclude or disclaim the foregoing warranty or
any warranty implied by law, and any attempt to do so shall be without
force or effect.
10.1.3.2. Unless otherwise specified herein, the warranty period shall be at least
one year from acceptance of the services. If, during the warranty period,
one or more of the above warranties are breached, Redflex shall
promptly, upon receipt of demand, perform the services again in
accordance with the herein -delineated standard at no additional cost to
the City. All costs incidental to such additional performance shall be
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borne by Redflex. The City shall endeavor to give Redflex written
notice of the breach of warranty within thirty (30) calendar days of
discovery of the breach of warranty, but failure to give timely notice
shall not impair the City's rights hereunder.
10.1.3.3. If Redflex is unable or unwilling to perform its services in accordance
with the above -delineated standard as required by the City, then in
addition to any other remedy available, the City may reduce the amount
of services it may be required to purchase from Redflex under the
Agreement, and purchase conforming services from other sources. In
such event, Redflex shall pay to the City on demand the increased cost
incurred by the City to procure such services from another source.
10.1.4. Specific Warranty - Product. All product and service warranties, including third
party software, are to begin upon final user acceptance testing, which acceptance shall be
given in writing to Redflex.
10.1.5. Miscellaneous Warranties. Redflex hereby guarantees and warrants as follows:
(i) that the System shall comply with the specifications delineated herein and in all
contract documents; and (ii) its employees shall have sufficient skill, knowledge, and
training to properly and satisfactorily perform the services. Redflex makes no warranty
that operation of the System will be uninterrupted or error -free.
10.2. City's Representations and Warranties.
10.2.1. Authority. The City hereby warrants and represents that it has right, power and
authority to execute this Agreement and perform its obligations hereunder.
10.2.2. Professional Services. The City hereby warrants and represents that any and all
services provided by the City pursuant to this Agreement shall be performed in a
professional and workmanlike manner.
10.3. LIMITED WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, REDFLEX MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT
TO THE REDFLEX SYSTEM OR ANY RELATED EQUIPMENT OR WITH RESPECT TO
THE RESULTS OF THE CITY'S USE OF ANY OF THE FOREGOING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, REDFLEX
DOES NOT WARRANT THAT ANY OF THE DESIGNATED INTERSECTION
APPROACHES OR THE REDFLEX SYSTEM WILL OPERATE IN THE WAY THE CITY
SELECTS FOR USE, OR THAT THE OPERATION OR USE THEREOF WILL BE
UNINTERRUPTED. THE CITY HEREBY ACKNOWLEDGES THAT THE REDFLEX
SYSTEM MAY MALFUNCTION FROM TIME TO TIME, AND SUBJECT TO THE TERMS
OF THIS AGREEMENT, REDFLEX SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY
SUCH MALFUNCTION IN A TIMELY MANNER.
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SECTION 11
TERMINATION
11.1. Termination for Convenience.
11.1.1. The City shall have the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) calendar days'
written notice to Redflex. Mailing of such notice shall be equivalent in all
respects to personal notice and shall be deemed to have been given at the time of
mailing, rather than in accordance with Section 14 herein. The City shall pay
Redflex, to the extent of funds appropriated or otherwise legally available for
such purposes, for all goods delivered and services performed and obligations
incurred prior to the effective date of termination for convenience, all in
accordance with the terms of this Agreement.
11.1.2. In the event the City terminates this Agreement for convenience during the term
of the Agreement, the City shall reimburse Redflex for the total Installation Fee
stated in Section 6.1.2, less any monthly payments paid by the City for the
Installation Fee. The amount to be paid by the City to Redflex pursuant to this
section shall not exceed the amount which the City has received from paid
Citations attributable to the Intersection Approach pursuant to the provisions of
this Agreement.
11.2. Termination for Cause. Either party shall have the right to terminate this Agreement
immediately by written notice to the other if (i) Texas statutes are amended to prohibit the
operation of photo red light enforcement systems; (ii) any court having jurisdiction over the City
rules, or state or federal statute declares, that results from the Redflex System of Photo Red Light
Enforcement are inadmissible in evidence; (iii) the other party commits any material breach of
any of the provisions of this Agreement. In the event of a termination due to Section 11.2(i),
11.2(ii), or 11.2(iii) herein (if such breach is by Redflex), the City shall be relieved of any further
obligations for payment to Redflex other than as specified in Section 6.2. Either party shall have
the right to remedy the cause for termination (Section 11.2(iii)) within forty-five (45) calendar
days (or within such other time period as the City 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.
11.3. Retention of Rights and Remedies. Upon termination of this Agreement, and unless
otherwise limited by law, the City shall pay to Redflex a pro rata share of all monies or revenue
generated, collected and/or received by the City 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 the City by Redflex.
11.4. Procedures upon Termination. Notwithstanding anything herein to the contrary, the
termination of this Agreement shall not relieve either party of any liability that accrued prior to
19
such termination. Notwithstanding anything herein to the contrary, or except as set forth in
Section 11.4, upon the termination of this Agreement all provisions of this Agreement shall
terminate and:
11.4.1. 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 Enforcement Program; (ii) promptly
deliver to the City any and all Proprietary Property of the City provided to
Redflex pursuant to this Agreement; (iii) promptly deliver to the City a fmal
report regarding the collection of data and the issuance of Citations in such format
and for such periods as the City 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 the City a final invoice
stating all fees and charges properly owed by the City to Redflex for work
performed and Citations issued by Redflex prior to the termination; (v) upon the
closing of Round Rock's lockbox account, promptly provide to the City a fmal
reconciliation of lockbox account transactions (detailing gross receipts, bank
service charges, merchant fees, and any other transaction posting to the account),
and promptly deliver to the City within fifteen (15) days the reserve established
by Section 2.1.3 of this Agreement; and (vi) provide such assistance as the City
may reasonably request from time to time in connection with prosecuting and
enforcing Citations issued prior to the termination of this Agreement. Video shall
be downloaded to a City website for up to six (6) months after the termination of
this Agreement, at the City's request. Municipal Court will require copies of
videos for non -terminated cases sent to a site selected by the City in a manner
selected by the City. Seven (7) months after the termination of this Agreement,
Redflex is no longer bound to the Data Retention Requirements for any data; and,
if the City wishes to obtain the data, it must be conveyed by Redflex at the time of
termination. Redflex shall transfer the data and relevant information to the City
as follows: Redflex shall supply to the City, in a flat file or other mutually
agreeable format, the relevant contents of the project database, including but not
limited to all notices of Violations and information records whether open or
closed; provided, however, all Violation images and video may be supplied on
separate media sources and the database shall contain a "pointer" to the associated
images or video file. The City will assume the burden for all costs associated
with this task, including but not limited to administrative, storage media, storage
media authoring devices, and internet bandwidth used for transferring data.
Redflex will provide no tools for accessing this data, or other guarantees.
11.4.2. The City shall (i) immediately cease using the Photo Red Light Enforcement
Program, accessing the Redflex System, and using any other Intellectual Property
of Redflex; (ii) promptly deliver to Redflex any and all Proprietary Property of
Redflex provided to the City pursuant to this Agreement; and (iii) promptly pay
any and all fees, charges and amounts properly owed by the City to Redflex for
work performed and Citations issued by Redflex prior to the termination.
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11.4.3. Unless the City and Redflex have agreed to enter into a new agreement relating to
the Photo Red Light Enforcement Program or have agreed to extend the term of
this Agreement, Redflex shall remove any and all Equipment or other materials of
Redflex installed in connection with Redflex's performance of its obligations
under this Agreement, including but not limited to housings, poles and camera
systems, and Redflex shall restore the Designated Intersection Approaches to the
same condition such Designated Intersection Approaches were in immediately
prior to this Agreement.
11.5. Survival. Notwithstanding the foregoing or anything herein to the contrary, the
Definitions and each of the following shall survive the termination of this Agreement: (i)
Section 9 (License; Reservation of Rights by Redflex), Section 10.1 (Redflex's Representations
and Warranties), Section 10.2 (City's Representations and Warranties), Section 10.3 (Limited
Warranties), Section 11.4 (Procedures upon Termination), Section 12 (Confidentiality), Section
13 (Indemnification and Limited Liability), Section 14 (Notices), Section 15 (Dispute
Resolution), Section 24.1 (Assignment and Delegation), Section 24.17 (Applicable Law), and
Section 24.18 (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.
11.6. No Compensation for Anticipated Performance after Termination. Following termination
of any type, the parties expressly agree that Redflex is not entitled to compensation for services it
would have performed under the remaining term of the Agreement, except as otherwise provided
herein.
SECTION 12
CONFIDENTIALITY
12.1. During the term of this Agreement and for a period of three (3) years thereafter, neither
party shall disclose to any third person, or use for itself in any way for pecuniary gain, any
Confidential or Private Information learned from the other party during the course of the
negotiations for this Agreement or during the term of this Agreement. Upon termination of this
Agreement, each party shall return to the other all tangible Confidential or Private Information of
such party. Each party shall retain in confidence and not disclose to any third party any
Confidential or Private Information without the other party's express written consent, except (i)
to its employees who are reasonably required to have the Confidential or Private 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 of 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, including
laws relating to public records.
12.2. Texas Public Information Act. For purposes of this Agreement, Redflex expressly
acknowledges its understanding and agreement that the City is subject to the Texas Public
Information Act, and that the City's duties run in accordance therewith.
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SECTION 13
INDEMNIFICATION AND LIMITED LIABILITY
13.1. Indemnification by Redflex. Subject to Section 13.3, Redflex hereby agrees to defend and
indemnify the City and its affiliates, shareholders or other interest holders, managers, officers,
directors, elected officials, 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 "City Party" and collectively, the "City Parties") against,
and to protect, save and keep harmless the City Parties from, and to pay on behalf of or
reimburse the City Parties as and when incurred, 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
City Party arising out of or related to (i) any material misrepresentation, inaccuracy or breach of
any covenant, warranty or representation of Redflex contained in this Agreement, or (ii) 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 City Party, or (iii) any injury, death, loss, or damage to any person,
tangible property, or facilities of any person or entity (including reasonable attorneys' fees and
costs at trial and appeal) to the extent arising out of or resulting from the negligent wrongful acts
or omissions of Redflex, its officers, employees, servants, affiliates, agents, contractors, or
underlying facility owners or from any person for whom it is in law responsible, or otherwise
resulting from, arising in connection with, or relating to its performance (including breach or
failure thereto) under this Agreement.
13.2. Indemnification by City. Subject to Section 13.3, and to the fullest extent permitted by law,
the City 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, any and all Losses which may be imposed on or
incurred by any Redflex Party arising out of or in any way related to (i) any material
misrepresentation, inaccuracy or breach of any covenant, warranty or representation of the City
contained in this Agreement, (ii) the willful misconduct of the City,its employees, contractors or
agents which result in death or bodily injury to any natural person (including third parties) or any
damage to any real or tangible personal property (including the personal property of third
parties), except to the extent caused by the willful misconduct of any Redflex Party, or (iii) any
injury, death, loss, or damage to any person, tangible property, or facilities of any person or
entity (including reasonable attorneys' fees and costs at trial and appeal) to the extent arising out
of or resulting from the negligent wrongful acts or omissions of the City, its officers, employees,
servants, affiliates, agents, contractors, or underlying facility owners or from any person for
whom it is in law responsible, or otherwise resulting from, arising in connection with, or relating
to its performance (including breach or failure thereto) under this Agreement.
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13.3. Indemnification Procedures. In the event any claim, action or demand ("Claim") in
respect of which any party hereto seeks indemnification from the other, the party seeking
indemnification ("Indemnified Party") shall give the party from whom indemnification is sought
("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 and the Indemnified Parties will cooperate in defense
or settlement of any Claim, and neither party shall have the right to 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.
13.4. Limited Liability. Notwithstanding anything to the contrary in this Agreement, neither
party shall be liable to the other by reason of any representation or express or implied warranty,
condition or other term or any duty at common or civil law, for any 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 the
provision entitled "Prevailing Party" in Section 15.3 of this Agreement.
SECTION 14
NOTICES
14.1. Any notices to be given hereunder shall be in writing, and shall be deemed to have been
given (i) upon delivery, if delivered by hand, (ii) three business days after being mailed first
class, certified mail, return receipt requested, postage and registry fees prepaid, or (iii) 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:
14.1.1. Notices to Redflex:
Redflex Traffic Systems, Inc.
23751 North 23rd Avenue
Phoenix, AZ 85027
Attention: Program Management
14.1.2. Notices to the City:
City of Round Rock, Texas
221 East Main Street
Round Rock, TX 78664
Attention: City Manager
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and to:
City Attorney
309 East Main Street
Round Rock, TX 78664
Attention: Stephan L. Sheets
SECTION 15
DISPUTE RESOLUTION
15.1. Informal Resolution: Mediation. 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 15, 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 mediation. Any costs
and fees, other than attorneys' fees, associated with the mediation shall be shared equally by the
parties.
15.2. No Arbitration. The City and Redflex hereby expressly agree that no claims or disputes
between the parties arising out of or relating to this Agreement or a breach thereof shall be
decided by any arbitration proceeding, including without limitation any proceeding under the
Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
15.3 Prevailing Party. In the event of any conflict, claim or dispute between Redflex and the
City affecting, arising out of or relating to the subject matter of this Agreement, the prevailing
party shall be entitled to receive from the non -prevailing party all attorneys' fees. Attorneys'
fees shall be assessed by a court and not by a jury, and shall be included in any judgment
obtained by the prevailing party.
SECTION 16
NON -APPROPRIATION AND FISCAL FUNDING
16.1. This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any of the
City's fiscal years if the governing body of the City does not appropriate funds sufficient to
purchase the services as determined by the City's budget for the fiscal year in question. The City
may effect such termination by giving Redflex a written notice of termination at the end of its
then -current fiscal year, subject to the terms and conditions set forth in Section 11.1 of this
Agreement.
SECTION 17
GRATUITIES AND BRIBES
17.1. The City may, by written notice to Redflex, cancel this Agreement without liability owed
to Redflex if it is determined by the City that gratuities or bribes in the form of entertainment,
gifts, or otherwise were offered or given by Redflex or its agents or representatives to any City
officer, employee or elected representative with respect to the performance of this Agreement.
In addition, Redflex may be subject to penalties stated in Title 8 of the Texas Penal Code.
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SECTION 18
TAXES
18.1. The City is exempt from federal excise and state sales tax; therefore, tax shall not be
included in any of Redflex's charges.
SECTION 19
INSURANCE
19.1. Redflex shall meet or exceed all requirements as stated in Attachment A entitled "City of
Round Rock Insurance Requirements" for Designated Intersection Approaches which are located
in City of Round Rock rights-of-way, and shall meet or exceed all requirements as stated in
Exhibit G: Paragraph U for Designated Intersection Approaches which are located in TxDOT
rights-of-way.
SECTION 20
INTERLOCAL COOPERATIVE CONTRACTING / PURCHASING
20.1. Authority for local governments to contract with one another to perform certain
governmental functions and services, including but not limited to purchasing functions, is
granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts,
Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter
F, Section 271.101 and Section 271.102.
20.2. Other governmental entities within the State of Texas may be extended the opportunity to
purchase off of the City of Round Rock's bid, with the consent and agreement of the successful
vendor(s) and the City of Round Rock. Such consent and agreement shall be conclusively
inferred for the vendor from lack of exception to this clause in the vendor's response. However,
all parties indicate their understanding and all parties hereby expressly agree that the City of
Round Rock is not an agent of, partner to, or representative of those outside agencies or entities
and that the City of Round Rock is not obligated or liable for any action or debts that may arise
out of such independently -negotiated "piggyback" procurements.
SECTION 21
DESIGNATED REPRESENTATIVE FOR CITY
21.1. The City hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
David Bartels
Planning and Programs Administrator
2008 Enterprise Drive
Round Rock, TX 78664
512-671-2760
dbartels@round-rock.tx.us
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SECTION 22
RIGHT TO ASSURANCE
22.1. Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
SECTION 23
DEFAULT
23.1. Redflex shall be declared in default of this Agreement if it does any of the following:
23.1.1. Fails to make any payment in full when due;
23.1.2. Fails to fully and timely perform any of its material obligations hereunder;
23.1.3. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
23.1.4. Becomes insolvent or seeks relief under U.S. bankruptcy laws.
SECTION 24
MISCELLANEOUS PROVISIONS
24.1. Assignment and Delegation. This Agreement shall be binding upon and inure to the
benefit of the City and Redflex and their respective successors and assigns; provided, however,
that no right or interest in this Agreement shall be assigned and no obligation shall be delegated
by Redflex without the prior written consent of the City. Any attempted assignment or
delegation by Redflex shall be void unless made in conformity with this Section 24.1. This
Agreement is not intended to confer rights or benefits on any person, firm or entity not a party
hereto, it being the express intention of the parties that there be no third party beneficiaries to this
Agreement.
24.2. Independent Contractor Relationship of Redflex and the City. 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 of Redflex to the City
shall be that of independent contractor, and nothing contained in this Agreement shall create the
relationship of principal and agent or otherwise permit either party to incur any debts or liabilities or
obligations on behalf of the other party (except as specifically provided herein).
24.3. Audit Rights. Each of the 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 seventy-two (72) hours' prior notice to the Audited Party, at mutually convenient
26
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 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, the
non -Audited Party shall promptly refund to the Audited Party the amount of the excess.
24.4. 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 of 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, and mitigation is required.
24.5. 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, duly authorized for the City by action of the governing body or
city manager, and for Redflex by the entity with legal authority to bind it.
24.6. 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.
24.7. 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.
24.8. 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.
24.9. 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.
24.10. 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
27
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.
24.11. 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.
24.12. Remedies Cumulative. Each and all of the several rights and remedies provided for in
this Agreement shall be construed as being cumulative and no one of them shall be deemed to be
exclusive of the others or of any right or remedy allowed by law or equity, and pursuit of any one
remedy shall not be deemed to be an election of such remedy, or a waiver of any other remedy.
24.13. Binding Effect. This Agreement shall inure to the benefit of and be binding upon each of
the parties hereto and their respective executors, administrators, successors and permitted
assigns.
24.14. Stop Work Notice. The City may issue an immediate Stop Work Notice in the event
Redflex is observed performing in a manner that is in violation of federal, state or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, Redflex will cease all work until notified by the City that the violation or
unsafe condition has been corrected. Redflex shall be liable for all costs incurred by the City as
a result of the issuance of such Stop Work Notice.
24.15. Compliance with Laws. Notwithstanding anything herein to the contrary, 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.
24.16. 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.
24.17. Applicable Law. This Agreement shall be governed by and construed in all respects
solely in accordance with the laws of the State of Texas, United States.
24.18. Jurisdiction and Venue. This Agreement is performable in Round Rock, Texas, and any
dispute arising out of or in connection with this Agreement shall be submitted to the exclusive
jurisdiction and venue of the courts located in Williamson County, Texas, and both parties
specifically agree to be bound by the jurisdiction and venue thereof.
24.19 Advertising. Redflex shall not advertise or publish, without the City's prior written
consent, the fact that the City has entered into this Agreement, except to the extent required by
law.
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24.20 Interpretation. This Agreement is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the
parties or course of performance or usage of the trade shall be relevant to supplement or explain
any term used in the Agreement. Although the Agreement may have been substantially drafted
by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to
both parties, reading no provisions more strictly against one party or the other. Whenever a term
defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in this
Agreement, the UCC definition shall control, unless otherwise defined in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first set forth above.
"City"
"Redflex"
CITY OF ROUND ROCK, TEXAS REDFLEX TRAFFIC STEMS, INC.
By: By:�.4..,. K
Name: Name: Seams k (\oIe,n
Title: Title: C t" ---Q.
Date Signed: Date Signed: .S -5-- 11
29
EXHIBIT A
Designated Intersection Approaches
Locations
A. This Agreement is for the implementation of a minimum of four (4) Designated
Intersection Approaches initially, with additional approaches allowed to be added within the
scope of this Agreement if mutually agreed by both parties.
B. Targeted initial Designated Intersection Approach locations are as follows:
1. IH35&SH45
2. US 79 & MAYS STREET
3. IH35&RM620
4. IH 35 & OLD SETTLERS BOULEVARD
5. LOUIS HENNA BOULEVARD & GREENLAWN BOULEVARD
6. US 79 & RED BUD LANE
7. RM 620 & DEEPWOOD DRIVE
8. IH 35 & US 79
9. III 35 & HESTER'S CROSSING
10. US 79 & GEORGETOWN STREET
The parties expressly acknowledge that such "targeted initial Designated Intersection
Approach locations" result from preliminary projections, and are subject to review on the basis
of new data, and are subject to re -ordering and/or deletion from the list. The parties expressly
acknowledge their understanding that the list of such "targeted initial Designated Intersection
Approach locations" is not exclusive and/or exhaustive, that other locations may be added to the
list, and that the list is not in priority order.
Identification of enforced Designated Intersection Approaches will be based on mutual
agreement between Redflex and the City as warranted by community safety and traffic needs.
The City and Redflex agree to mutually evaluate and approve intersections suitable for
installation. The parties expressly agree that final approval is the province of the City.
The City will make all reasonable efforts to provide the list of proposed Designated
Intersection Approach locations under consideration to the designated Redflex Project Manager
prior to formal project kick-off.
C. Approved Designated Intersection Approaches can be installed with a digital Photo Red
Light Enforcement Systems under the Agreement provided that:
1. Permits can be obtained;
2. Right-of-way clearance permits installation;
3. Underground or overhead obstructions or limitations do not prevent conventional
infrastructure installation; and
4. Position of Redflex system will permit clear view of the vehicle license plate as
necessary to capture images of the vehicle and vehicle license plate.
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EXHIBIT B
General Construction and Installation Obligations
A. Timeframe for Installation: Fixed Photo Red Light System
1. Redflex will have each specified approach installed and activated in phases in
accordance with an implementation plan to be mutually agreed to by Redflex and the City.
Redflex shall complete site analysis within thirty (30) days of the City issuing its Notice to
Proceed.
2. Redflex shall submit a Project Work Plan with implementation timeline for the
entire project, and such Project Work Plan shall describe the project management methodology
and activities needed to complete total project implementation. Unless otherwise directed by the
City, the Project Work Plan shall be presented in chart form, shall indicate weekly and monthly
activities in support of the implementation including quality control reviews and participation of
subcontractors, and shall provide milestones, anticipated completion dates and all events
required.
3. Redflex will use reasonable commercial efforts to install the System in
accordance with the schedule set forth in the implementation plan.
4. Redflex will use reasonable commercial efforts to install and activate the first
specified Designated Intersection Approach within sixty (60) days subsequent to formal project
kick-off and receipt of the required City -approved program business rules. The City agrees that
the estimated timeframe for installation and activation may be subject to conditions beyond the
control of Redflex and are not guaranteed.
5. In order to provide the City with timely completion of the Photo Red Light
Enforcement System, Redflex requires that the City assist with obtaining timely approval of
permit requests. The City acknowledges the importance of the safety program and undertakes
that in order to keep the project on schedule the City will provide engineering review(s) of
Redflex permit requests and all documentation in a timely manner.
B. Redflex's Obligations.
Redflex shall do or cause to be done each of the following (in each case, unless otherwise
stated below, at Redflex's sole expense):
1. Appoint the Redflex Project Manager and a project implementation team;
2. Request of the City's traffic engineer any current "as -built" electronic engineering
drawings (if such exist) for the Designated Intersection Approaches (the "Drawings");
above;
3. Develop and submit Project Work Plan with implementation timeline, as required
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4. Develop and submit to the City for approval construction and installation
specifications in reasonable detail for the Designated Intersection Approaches, including but not
limited to relevant specifications for all required Equipment;
5. 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;
6. Finalize the acquisition of the Approvals;
7. Develop the Photo Red Light Violation Criteria in consultation with the City and
subject to the approval of the City;
8. Develop the Enforcement Documentation for approval by the City;
9. Complete the installation and testing of all necessary Equipment, including
hardware and software, at the Designated Intersection Approaches;
10. Cause an electrical subcontractor to complete all reasonably necessary electrical
work at the Designated Intersection Approaches, including but not limited to the installation of
all related Equipment, which work shall be performed in compliance with all applicable local,
state and federal laws and regulations;
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;
12.
Approaches;
13.
Violations;
Implement the use of the Redflex System at each of the Designated Intersection
Perform Citation processing and Citation issuance/re-issuance for Authorized
14. Interact with City 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, administrative hearings, and judicial proceedings, and coordination
between Redflex, the City and, if directed by the City, with juvenile court personnel.
C. The City's Obligations.
The City shall do or cause to be done each of the following (in each case, unless
otherwise stated below, at the City's sole expense):
1. Appoint the Project Manager;
2. Assist Redflex in obtaining the Drawings from the relevant Governmental
Authorities;
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3. Notify Redflex of any specific requirements relating to the construction and
installation of any Designated Intersection Approaches or the implementation of the Photo Red
Light Enforcement Program;
4. 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 City;
5. Assist Redflex in seeking the Approvals;
6. Provide reasonable access to the City'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 Enforcement Program;
7. Provide reasonable access to the personnel of the City and reasonable information
about the specific operational requirements of such personnel for the purposes of performing
training;
8. Assist Redflex in developing the Photo Red Light Violation Criteria;
9. Seek approval of the Enforcement Documentation;
10. The City shall provide at an agreed-upon frequency, without cost to Redflex,
reports regarding the adjudication of violations, and available collision data, in such format and
for such periods as are mutually agreed;
11. Yellow Light Timing Review: The City is responsible to ensure that the yellow or
amber light phase timing at all photo enforced Designated Intersection Approach locations meets
minimum standards according to federal, state, and local laws, guidelines, and/or rules;
12. The City is responsible for all computer hardware, web browsers, and high speed
internet access necessary to operate the System.
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EXHIBIT C
General Maintenance and Support Requirements
A. All repair and maintenance of the Photo Red Light Enforcement System 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.
B. Redflex shall not open the Traffic Signal Controller Boxes. Any connection to Traffic
Signal Controller Boxes shall be performed by the City's Traffic Signal Shop.
C. 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.
D. Redflex shall assign specific personnel to provide follow-up assistance to the City in the
form of the HELPDESK, a designated Customer Service Representative and a Director of
Accounts.
E. As a customer service requirement, Redflex shall assist the City in developing and
establishing clear written protocols (for final approval by the City) for handling citizen
complaints.
F. As a customer service requirement, Redflex shall maintain a toll-free telephone number,
with assistance in English and Spanish, at a minimum between the hours of 8:00 am and 5:00 pm
local time, Monday through Friday, to assist in resolving citizen inquiries for frequently asked
questions and/or complaints made concerning the use of red light camera enforcement
technology.
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EXHIBIT D
Functional and Technical Requirements
A. Redflex must provide and maintain a robust, fully web -enabled and secure Violation
notice processing system with viewing capability for designated City departments (e.g. Police,
Municipal Court) and violators. Redflex guarantees 99% uptime to account for downtime,
maintenance and system upgrades. No more than 87.6 hours per year will be used for
maintenance and system upgrades. The Redflex back end system operates between 6 am and
midnight, Monday through Saturday, and Redflex will conduct routine maintenance from time to
time that will result in planned system outages. Planned outages are currently scheduled
between 8 am and 5 pm Sunday.
B. Redflex must review data prior to providing access to chargeable Violations via a secure
website to the Round Rock Police Department or designated City departments, for review and
authorization of Violation notices by electronic signature for those events that meet specified
criteria.
C. Violation Notices, Administrative Hearing Information and Appeals: Redflex is
responsible for the mailing of duly authorized initial, second and final violation notices to
vehicle owners for payment pursuant to Photo Red Light Violation criteria and Enforcement
Documentation criteria approved by the City, as well as electronic filing of notices with images
to the appropriate City department. Redflex is responsible for providing an administrative
hearing scheduling process accessible to a person requesting a hearing via internet, telephone or
mail request, and mailing notices for the hearings to persons requesting a hearing. Redflex is
also responsible for mailing notices required after such hearings. The City is responsible for
scheduling hearings and mailing notices for hearings for appeals from administrative hearings.
D. Violation notice processing system should include data processing, screening of data,
prompt delivery of data to the appropriate City department for violation review and violation
notice authorization, violation notice mailing and electronic data transfer to the City's software
application system.
E. Payments: Redflex will provide payment processing and collection functions. Redflex
must provide methods for a person to make payments via the internet, by telephone or by mail.
F. Redflex will be required to participate in development of a public information and
community outreach campaign that is approved by the City.
G. Statistical Reporting. In support of the City's project evaluation activities, Redflex shall
provide a Microsoft compatible monthly program summary to the City that will include, at a
minimum, the following metrics:
1. Number of events recorded, by Designated Intersection Approach and in total.
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2. Number of events not billable (including breakout of controllable and non-
controllable events lost) by Designated Intersection Approach and in total.
3. Number of events forwarded to the Police Department or designated City
department for review.
4. Number of violation notices authorized and mailed, by month of issuance.
5. Number of violation notices not mailed because the owner's mailing address
could not be obtained.
H. The system must capture a set of three (3) images of the violation event.
1. The first image shall clearly show the scene, including the red signal and a clear
view of the vehicle with its front tires behind the stop line, prior to committing a violation.
2. The second image shall clearly show the scene, including the red signal and a
clear view of the vehicle with its front tires past the stop line.
3. The third image shall clearly show a close-up view of the violating vehicle' s rear
license plate.
I. From point of data capture, all camera photos and accompanying video sequences must
be capable of secure storage and transmission and capable of maintaining a secure chain of
evidence.
J. Violation detection and camera triggering must be able to utilize a range of detection
technologies, including standard embedded sensors and/or standard video image vehicle
detection systems.
K. Devices must be plug and play with modular connections. No re -wiring, soldering or
splicing will be accepted. •
L. Redflex is responsible for insuring, maintaining, repairing and replacing damaged
equipment. Damaged equipment shall be replaced within seven (7) calendar days.
M. Redflex shall provide a data archiving solution using a rules -based approach (e.g. time
intervals, file sizes, file types, number of records, laboratory discipline, etc.)
N. The data archiving solution shall allow a user with appropriate privileges to define
datasets to be archived, retention periods for current and archived data, and the day and time of
archival.
0. The archiving solution shall enable citation data storage and retrieval for a period of three
(3) years.
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P. The application shall include a method of purging archived data from the production
database(s).
Q. The distribution of data shall minimize the amount of data sent over the WAN.
R. The application shall be able to run in a VLAN environment.
S. The application shall be able to run in a switched network environment.
T. The application shall be able to run in an environment that uses 100MB connections for
back -end systems.
U. The application shall be able to run in a Windows XP or Windows 7 Operating System
and Internet Explorer Browser version 8 and higher.
V. TCP/IP common transmission and management protocol must be used as the sole
network protocol for both LANs and WANs.
W. The System shall ensure application and network security when sharing data among
external agencies.
X. The application's client must run over a broadband link.
Y. The application must use NTP for a traceable time stamp, which is applied to various
transactions or key events.
Z. Redflex shall use standard DNS for identifying all computers in the system.
AA. The system shall monitor traffic using SNMP.
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EXHIBIT E
System Requirements
The System must be capable of, at a minimum, the following:
A. Simultaneously monitoring up to four (4) lanes of traffic (including turn lanes) traveling
in the same direction.
B. Cameras shall provide legible digital images of the rear license plates (one photograph)
of the violating vehicle and at least twelve seconds of recorded video of the violation. Redflex
must also provide a sufficient number of cameras to capture all necessary information to
prosecute violators. The System shall be capable of recording the length of time between
photographs or, in the alternative, time stamp each photograph. The System shall also record the
date, time of day, time the light has been red, and the length of time elapsed between the takings
of the photographs. The System shall also be capable of recording violations at all times of day
or night and during varying weather conditions.
C. The data bar on image one shall display the following: (1) legible and easily read date;
(2) time of day expressed in military time; (3) lane number in which violation occurred; (4)
Photo Number 1; (5) violation number; (6) amount of time the traffic signal light was red when
the violation occurred; (7) amount of time the amber traffic signal light was illuminated, with
pre -insertion into data bar not being acceptable; (8) delay time into the red phase if any was
programmed into the system; (9) speed of violator; and (10) location name and/or code number.
D. The data bar on images two and three shall display the following: (1) legible and easily
read date; (2) time of day expressed in military time; (3) lane number in which violation
occurred; (4) Photo Number 2 or Photo Number 3, as appropriate; (5) same violation number as
image one connecting the images; (6) amount of time the traffic signal light was red when the
ensuing image was captured; (7) amount of time the amber traffic signal light was illuminated,
with pre -insertion into data bar not being acceptable; (8) delay time into the red phase if any was
programmed into the system; (9) interval time between the images; and (10) location name
and/or code number.
E. Recording red light violations with City -specified minimum speed and time delay
requirements, either of which may be zero.
F. Providing at least twelve seconds of full -motion video imaging of each violation. At
least three (3) frames of color images shall be printed on the citation, including one showing the
vehicle prior to entering the intersection (with the signal light red from the driver's view), one
showing the vehicle in the intersection with the signal light still red, and another showing a
close-up view of the vehicle's rear license plate.
G. Maintaining a secure and complete log of all system events, including every change of
status and user intervention of any type or security level. The host log file for each violation
cannot be edited or erased. Security access levels are to be user specified and multi-level. All
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failed attempts to log in will be recorded. Events are to be time -stamped to the nearest
millisecond.
H. Under normal operation, images are to be transmitted electronically, on a daily basis.
Once transmitted and verified, the violation recorded is automatically removed from the roadside
and sent to a central processing facility where violation records are received. Redflex must
provide software that will enable reviewing officers to verify, select, compose and approve the
citation.
I. Redflex must permit on-site inspections of property, personnel, financial and other
records and reports as may be required by the City. Complete violation and citation records shall
also be available for police and court review. The records must also be exported for display.
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EXHIBIT F
Security Requirements
A. All data transmission must be encrypted to ensure data integrity using a "chain of
custody" methodology (a chain of custody is the process of validating how any kind of evidence
has been gathered, tracked and protected on its way to a court of law). This includes all
transmissions from the cameras to the Application Service Provider (ASP), ASP to the City, and
any other transmission over the internet.
B. All system logging shall be made available to the City via a secure connection (VPN,
SSL, etc.) upon request.
C. The ASP is responsible for all system security and for any breaches in that security.
D. The ASP must maintain uptime (full operation) unless otherwise excused upon
commercially reasonable agreement by the parties.
E. The ASP is responsible for the security of the data. Any security breaches must be
reported to the City within six (6) hours.
F. The ASP must have an annual security audit done by a third party and must present the
summary report of the findings to the City, and such summary report may not have any
confidential information. The ASP must pass the audit.
G. The City shall retain the right to conduct a security audit to ensure security compliance at
any time. If found to be out of compliance, Redflex shall have 24 hours after notification to
bring the System into compliance.
H. A breach of security is defined as citizen data being exposed to non -City and non -ASP
personnel.
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EXHIBIT G
Specific Installation and Maintenance Requirements
Redflex shall comply with the following specific installation and maintenance
requirements:
A. Vehicle detection may be non-invasive (above ground only). A vehicle detection system
using digital video without a minimum speed for detection is preferred. Installation will be
accomplished without interfering with existing roadway surfaces, unless approved in writing by
the City or TxDOT prior to any performance of work. The City may consider minimally
invasive vehicle detection (below ground) that is approved for use by TxDOT and the City.
B. Redflex shall install the System at sites chosen by the City. Although the City will be
responsible for site selection, it will seek Redflex's assistance for site analysis recommendations
and assistance in the final selection.
C. Redflex shall install the System on its own newly installed poles. The poles shall be
required to have the following characteristics: (i) minimum of eight (8) feet to maximum of
twelve (12) feet from ground level to the base of the mounted camera housing; (ii) secure
installation to the ground mounting surface; (iii) available access to requisite conduit feed; and
(iv) crashworthy or protected by other means including but not limited to breakaway mounting.
D. The System shall in no way interfere with the cycling, timing or sequencing of traffic
signals. Power for the System is to be provided independently of the traffic signal metered
service for all rights-of-way. Power will not be provided from the traffic signal cabinet for all
rights-of-way. Redflex shall be responsible for obtaining power from the appropriate utility, and
be solely responsible for utility costs to power the System for all rights-of-way. All applicable
elements of the installed System shall meet or exceed requirements identified in Manual on
Uniform Traffic Control Devices (MUTCD), 2003 Edition with Revision Number 1
incorporated, dated November 2004.
E. All sensor placements and timing sequences shall be approved by the City's Public
Works and Traffic Engineers. Redflex shall install the poles, sensors and camera systems under
the supervision of the City's Public Works Department and in accordance with all current
standards. Redflex shall be responsible for submitting any plans as prescribed by City Code,
obtaining all necessary permits and adhering to all applicable City of Round Rock rules and
TxDOT regulations, signage, building construction standards, and state and federal guidelines.
F. Locating of underground facilities, prior to construction, shall be the responsibility of
Redflex.
G. All operating, maintenance and repair costs shall be the responsibility of Redflex. This
includes any damages to equipment in the field due to severe weather, vehicle collisions, or
vandalism.
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H. The System shall be capable of continuous remote monitoring to determine proper
operation. Redflex shall perform remote status checks and camera monitoring at least twice
daily. The System must automatically notify appropriate personnel of any System failure or
other problem that would cause the System to be inoperable. Redflex will then be required to
respond and repair any report of a malfunctioning System within 24 hours of receiving notice.
No existing traffic signal system's telemetry shall be used for conveyance of any System
information, reports, or failure notification.
I. Redflex shall perform scheduled maintenance on the System not less than once each
month, and Redflex's staff shall certify all System testing. All reports detailing such testing,
maintenance and repair must be maintained by Redflex and made available to the City upon
request.
J. Redflex shall give the Public Works Department and/or TxDOT, as the situation requires,
prior notice, 24 hours in advance, that work will be performed prior to visiting any of the
installed locations. Redflex shall notify Public Works and/or TxDOT, as the situation requires,
at the time work crews arrive at the intersection to begin work and also at the time the crews
leave the intersection. This includes work performed outside of the traffic signal controller
cabinet.
K. Each camera system must be capable of performing internal calibration checks for
accuracy and functionality. Evidence of such testing must be imprinted on the digital camera
image. Redflex must produce affidavits attesting to the dates and times of successful internal
calibration checks and other systems checks for use by the City's officers and judges. Test
failures must prevent further operation of the incapacitated unit. The internal test should provide
a visual and/or auditory signal that clearly indicates the digital camera system's operational
accuracy or lack thereof. Redflex will notify the City of any malfunctions in any of the installed
systems immediately upon their discovery.
L. All imaging equipment, computer equipment and other associated equipment shall be
new and state-of-the-art. The City reserves the right to reject equipment that does not meet
current market standards.
M. Redflex's equipment shall be compatible with the City's traffic controller cabinets and
the International Municipal Signal Association (IMSA) standard cable requirements.
N. Redflex shall use isolation relays or equivalents to protect traffic signal equipment from
noise, transient voltage, and any related remote interconnect or interference problems in
accordance with the National Electric Manufacturer's Association (NEMA) standard.
O. Redflex's System shall provide a convenient means of disconnecting it from the traffic
signal system. The City shall retain the right to disconnect Redflex's System from the traffic
signal system when, in the opinion of the City, it is in the City's best interest to do so for
purposes of maintenance, repair, troubleshooting or other reasons related to the proper operation
of the traffic signal system.
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P. Redflex's camera System shall monitor status of the traffic signal via field terminals
(120VAC).
Q. Video streams and intersection data shall be transmitted securely from the intersection to
the processing facility in near real time, without human intervention. In the event of
transmission or communications failure, the intersection equipment shall be capable of storing at
least a full day's complete violation records; in such case, the data shall be manually retrieved
daily in the field.
R. Redflex shall obtain all required permits, licenses, and insurance required for the
completion of the installation of the System.
S. If "as built" drawings of the intersection traffic signal hardware in place are available, the
City will provide copies to Redflex. Drawings are not to scale and shall not be used to locate
signal conduit or other utility locations.
T. Redflex shall prepare detailed plans for installation, along with a "footprint" of
equipment installed, of the System that will be approved by the City and/or the Public Works
Department prior to installation. Such plans shall become the property of the City and shall be
prepared by an appropriately licensed professional engineer in the State of Texas. Before the
final activation, each installation and its operation must be approved for activation by the City.
U. Before beginning any work on State of Texas rights-of-way, Redflex shall provide the
State (TxDOT's Construction Division) with a fully executed copy of the State's Form 1560, a
certificate of insurance form relevant for providers selected to perform roadway construction and
maintenance). Said Certificate of Insurance shall verify the existence of coverage in the amounts
and types specified on the certificate of insurance for all persons and entities working on State
rights-of-way. The coverage shall be maintained until all work on the State rights-of-way is
complete. If coverage is not maintained, all work on the State rights-of-way shall cease
immediately. Additional relevant information can be found at the following link:
http://www.txdot.gov/business/contractors consultants/contractor insurance.htm.
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EXHIBIT H
Training Requirements
At no additional cost, Redflex shall provide training (including all training materials) for
up to five (5) City personnel in each category listed below. Manuals shall also be provided in an
electronic format. A follow-up training session shall be conducted two months after initial
program start up.
The training shall include but not be limited to:
A. Equipment orientation
B. Centralized and in -field training
C. Familiarization with the software programs used for citation processing
D. Familiarization with Redflex's customer service
E. Expert witness training
F. Point of contact and operational needs
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EXHIBIT I
Scope of Work Requirements
A. Redflex will mail the initial correspondence advising of a violation, a second notice and a
final notice, and will be responsible for all expenses, including but not limited to obtaining
names/addresses, letter, return envelope, envelope, postage, instruction sheets and affidavits.
1. Redflex will research to find the name and address of registered owners, to
include all states in addition to Texas.
2. Redflex will endeavor to secure registered owner data (manually and/or
electronically) from Mexico. Redflex shall provide the City a status report of Redflex's efforts
to secure registered owner data biannually. Such efforts will continue until the City and Redflex
mutually agree to cease research of Mexican registered owner auto data.
B. Correspondence will be sent first class through the U.S. Postal system within five (5)
calendar days of the date the violation was authorized, and shall include the following:
1. Letter with text and graphics (which may include color) developed or approved by
the City on 8.5" x 14" paper using letterhead (which may include color) designed or approved by
the City. Text shall be no smaller than 8 point and shall be printed on two sides. The letter must
also be able to be perforated for tear -off of the return portion for proper application of payment.
2. If the registered owner is cited for more than one violation, a letter must be
produced for each violation. Each violation constitutes a separate filing. Multiple violations for
single license plates are to be listed separately.
3. A picture taken at the intersection clearly showing the license plate shall be part
of the letter and not a separate page. The picture must be a format that maintains quality but
minimizes storage.
4. The City will approve the layout and wording of all envelopes. A return envelope
addressed to the Redflex payment center labeled "Round Rock Automated Red Light
Enforcement" shall be included with each letter. The return envelope shall have printing
indicating the Red Light Violation (in the color red). Under no circumstances will the return
envelope include pre -paid postage.
5. An affidavit of non -liability which includes the explanation of and the penalty for
providing false information to a court of law shall be made available on the website or by mail.
6. Redflex shall make available mailed correspondence electronically for viewing by
the City on or before System start-up or not later than six months from the effective date of this
Agreement.
7. Redflex will provide Spanish language interpretation services and will include a
toll-free telephone number and explanation of the service on the front of each notice to enable
Spanish speaking violators to access those services. The explanation shall be in Spanish.
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C. Redflex shall maintain an AFTP site for data transfer. Redflex must coordinate with the
appropriate City department for development of an interface to receive data. Redflex shall pay
for any and all costs incurred to fully transmit and receive data from the City's system. Payment
of all costs associated with the interface will be paid by Redflex including billable staff time and
resources for interface development, if needed (development, testing, and implementation). The
City expects one daily transfer each business day. The case will be considered "filed" upon the
City's receipt of the data. No "case" shall be filed that does not include a registered owner and
address. If there is no registered owner of the vehicle, no case is to be filed.
mailed.
1. Data shall include:
(a) Name and address of registered owner(s). Redflex may currently list
second owner's name on the same line as the first owner's name; however,
Redflex shall list second owner's name in a separate field no later than one
year after execution of this Agreement.
(b) License plate number, along with make/model of vehicle.
(c) Violation date and time.
(d) Violation location.
(e) Amount due.
(f) Date of letter.
(g) Due (appearance) date.
2. Copy of the letter mailed to the registered owner.
3. Copy of pictures sent to the registered owner.
4. Data is to be provided daily on Redflex's SFTP site.
5. Data must be ready to download to the City by midnight the day the notice is
D. Redflex shall provide the City with all applicable documents required for an
administrative hearing or appeal, including but not limited to:
1. Affidavits regarding the reliability of the Red Light System (including any
calibration certifications, and date last testing was completed).
2. Information of notice by Court to Redflex's single point of contact, via email
within five (5) business days.
3. Copies of any documents and correspondence sent by the violator.
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E. Redflex shall designate a single point of contact for the City for use in emergency
situations, with telephone number and email address. Such point of contact shall be available 24
hours per day, seven days per week.
F. Required Reports:
1. Monthly report on number of violations forwarded to the City for review.
2. Monthly report on number of "non -accepted" violations reviewed by the City for
which letters are not sent due to inability to locate registered owner name and/or address, along
with the reason code of non-acceptance.
3. Monthly report on number of vehicles for which Redflex was unable to obtain
registered owner and address information.
4. Daily report of the number of letters sent to violators, for purposes of comparison
with City records.
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EXHIBIT J
Violation Processing Requirements
Violations shall be processed as follows:
A. All Violations Data shall be stored on the Redflex System;
B. 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;
C. The Redflex Photo Red Light Enforcement System will be accessible by Authorized
Employees 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.
D. Redflex shall provide the Authorized Employee with access to the Redflex System for the
purposes of reviewing the pre-processed Violations Data within seven (7) days of the gathering
of the Violations Data from the applicable Designated Intersection Approaches.
E. The City shall cause the Authorized Employee to review the Violations Data and to
determine whether a Citation shall be issued with respect to each Potential Violation captured
within such Violations 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 HAVE THE ABILITY
OR AUTHORIZATION TO MAKE A CITATION DECISION.
F. With respect to each Authorized Violation, Redflex shall print and mail a Citation within
five (5) days after Redflex's receipt of such authorization.
G. Redflex shall provide a toll-free telephone number for the purposes of answering citizen
inquiries.
H. Redflex shall permit the Authorized Employee to generate reports using the Redflex
Standard Report System.
I. Upon Redflex's receipt of a written request from the City and in addition to the Standard
Reports, Redflex shall provide, without cost to the City, 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 City in such
format and for such periods as directed by the City.
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J. During the six (6) month period following the Installation Date and/or upon Redflex's
receipt of a written request from the City at least fourteen (14) calendar days in advance of any
administrative hearing or court proceeding, Redflex shall provide expert witnesses for use by the
City in prosecuting Violations; provided, however, the City shall use reasonable best efforts to
seek judicial notice in lieu of requiring Redflex to provide such expert witnesses.
K. During the three (3) month period following the Installation Date, Redflex shall provide
such training to City personnel as shall be reasonably necessary in order to allow such personnel
to act as expert witnesses on behalf of the City with respect to the Photo Red Light Enforcement
Program.
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EXHIBIT K
Back Office Collections; Compensation
A. Redflex shall be responsible for processing all payments through its lockbox for the
City's Red Light Camera Enforcement Program;
B. Redflex shall provide multiple payment options as determined and agreed by the parties
in the business rules developed in conjunction with this Agreement;
C. Redflex shall provide procedures for handling payments received that require additional
investigation and research, and such procedures shall include but not be limited to overpayments,
chargebacks and unapplied payments;
D. Redflex shall provide payment collections services as required by Section 6.3 of this
Agreement, and procedures for collections shall be as determined and agreed by the parties in the
business rules developed in conjunction with this Agreement;
E. Redflex's invoices shall be mailed to the following: Finance Department, City of Round
Rock, 221 East Main Street, Round Rock, TX 78664. As a prerequisite to being paid, Redflex's
invoices shall include a reconciliation of the lockbox account on a monthly basis, detailing gross
receipts, bank service charges, merchant fees, and any other transactions posting to the account.
F. Redflex shall provide a monthly cumulative aging schedule, detailed by Designated
Intersection Approach, for amounts due to the City. Such aging shall provide a separate category
for Penalties (as defined in the Agreement), Late Payment Fees (as defined in the Agreement),
and any fee adjustments or write-offs. The required report shall be prepared by Redflex in
sufficient detail to allow the City to determine that all payments have been properly allocated.
G. Redflex shall provide other financial reports to the City, upon request.
H. In the business rules developed in conjunction with this Agreement, Redflex and the City
shall each designate a contact person for payments processing, customer service, and collections
issues.
I. Redflex shall deposit into the City's bank account Gross Receipts received in accordance
with Section 2.1.3 of the Agreement.
J. The City acknowledges that there is a convenience fee for customers paying online that
will be a direct passthrough to Redflex.
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EXHIBIT L
Miscellaneous Rights and Obligations
Redflex and the City shall respectively have the additional miscellaneous rights and
obligations set forth below:
A. Redflex shall assist the City 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 Photo Red Light Enforcement Program.
B. The City shall not access the Redflex System or use the Photo Red Light Enforcement
Program in any manner other than as prescribed by law and which restricts or inhibits any other
Person from using the Redflex System or the Redflex Photo Red Light Enforcement Program
with respect to any Designated Intersection Approaches constructed or maintained by Redflex
for such Person, or which could damage, disable, impair or overburden the Redflex System or
the Redflex Photo Red Light Enforcement Program, and the City 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 City by means of hacking, password mining or any other
method whatsoever, nor shall the City cause any other Person to do any of the foregoing.
C. The City shall maintain the confidentiality of any username, password or other process or
device for accessing the Redflex System or using the Photo Red Light Enforcement Program.
D. Redflex and the City 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 City shall obey
any and all such rules and regulations.
E. The City shall promptly reimburse Redflex for the cost of repairing or replacing any
portion of the Redflex System, or any property or equipment related thereto, which the City is
adjudged to have damaged directly or indirectly, or which the City is found to be liable for the
actions of any of its employees, contractors or agents.
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ATTACHMENT A
CITY OF ROUND ROCK
INSURANCE REQUIREMENTS
RELATIVE TO AGREEMENT WITH REDFLEX
1. INSURANCE: The Vendor shall procure and maintain at its sole cost and expense. for
the duration of the contract or purchase order resulting from a response to this
bid/specification, insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of the work as a result of
this bid by the successful bidder. its agents. representatives. volunteers, employees or
subcontractors.
1.1. Certificates of insurance and endorsements shall be furnished to the City and
approved by the City before work commences.
1.2. The following standard insurance policies shall be required:
1.2.1. General Liability Policy
1.2.2. Automobile Liability Policy
1.2.3. Workers Compensation Policy
1.3. The following general requirements are applicable to all policies:
1.3.1. Only insurance companies licensed and admitted to do business in the
State of Texas shall be accepted.
1.3.2. Deductibles shall be listed on the certificate of insurance and are
acceptable only on a per occurrence basis for property damage only.
1.3.3. Claims made policies shall not be accepted, except for Professional
Liability Insurance.
1.3.4. Upon request, certified copies of all insurance policies shall be furnished
to the City.
1.3.5. Policies shall include, but not be limited to, the following minimum limits:
1.3.5.1. Minimum Bodily Injury limits of $300,000.00 per
occurrence.
1.3.5.2. Property Damage Insurance with minimum limits of
$50,000.00 for each occurrence.
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1.3.5.3. Automobile Liability Insurance for all owned, non -owned,
and hired vehicles with minimum limits for Bodily Injury
of $100,000.00 each person, and $300,000.00 for each
occurrence, and Property Damage minimum limits of
$50,000.00 for each occurrence.
1.3.5.4. Statutory Workers Compensation Insurance and minimum
$100,000.00 Employers Liability Insurance.
1.3.6. Coverage shall be maintained for two years minimum after the termination
of the contract.
1.4. Subsection intentionally left blank.
1.5. Vendor agrees that with respect to the required insurance, all insurance contracts
and certificate(s) of insurance will contain and state, in writing, on the certificate
or its attachment, the following provisions:
1.5.1. Except with respect to Workers Compensation policy, provide for an
additional insurance endorsement clause declaring the Vendor's insurance
as primary.
1.5.2. Name the City and its officers, employees, and elected officials as
additional insureds (as the interest of each insured may appear) on the
General Liability and Automobile Liability policies.
1.5.3. With respect to the insurance required herein, if any of the Redflex Parties
are notified by any insurer that any insurance coverage will be cancelled,
Redflex shall immediately provide thirty days written notice thereof to the
City, and Redflex shall take all necessary actions to correct such
cancellation in coverage limits, and shall provide written notice to the City
of the date and nature of such correction. If Redflex, for any reason, fails
to maintain the insurance coverage required pursuant to the Agreement,
such failure shall be deemed a material breach of the Agreement, and the
City shall have the right, but not the obligation, and such right shall be
exercisable in the City's sole discretion, to either (i) terminate the
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 the Agreement, any
premium costs advanced by the City for such insurance. If the premium
costs advanced by the City for such insurance exceed any amounts due to
Redflex pursuant to the Agreement, Redflex shall promptly remit such
excess amount to the City upon receipt of written notice thereof.
1.5.4. Subsection intentionally left blank.
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1.5.5. Acknowledge that if' notice to the City is made by Vendor, it shall be sent
to the addresses listed below by registered mail, and if notice to the City is
made by Vendor's insurance company, it shall be sent to the addresses
listed below by regular mail.
1.5.6. Vendor agrees to waive subrogation against the City, its officers,
employees, and elected officials for injuries, including death, property
damage, or any other loss to the extent same may be covered by the
proceeds of insurance.
1.5.7. Provide that Vendor's General Liability insurance shall include
contractual liability coverage for the performance of work included in this
agreement.
1.5.8. All copies of the certificate of insurance shall reference the project name,
bid number or purchase order number for which the insurance is being
supplied.
1.5.9. Vendor shall notify the City in the event of any material change in
coverage and shall give such notices not less than thirty days prior to the
change, which notice shall be accomplished by a replacement certificate of
insurance.
1.5.10. All notices shall be mailed to the City at the following addresses:
City Manager
221 East Main Street
Round Rock, TX 78664-5299
2. Section intentionally left blank.
3. Section intentionally left blank.
4. Section intentionally left blank.
5. Section intentionally left blank.
6. WORKERS COMPENSATION INSURANCE
City Attorney
309 East Main Street
Round Rock, TX 78664
6.1. Texas Labor Code, Section 406.098 requires workers compensation insurance
coverage for all persons providing services on building or construction projects
for a governmental entity.
6.6.1. Certificate of coverage ("certificate") - A copy of a certificate of
insurance, a certificate of authority to self -insure issued by the Texas
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Workers Compensation Commission, or a coverage agreement (TWCC-
81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers
compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
6.1.2. Duration of the project - includes the time from the beginning of the work
on the project until the Contractor's /person's work on the project has been
completed and accepted by the Owner.
6.2. Persons providing services on the project ("subcontractor") in Section 406.096 -
includes all persons or entities performing all or part of the services the
Contractor has undertaken to perform on the project, regardless of whether that
person contracted directly with the Contractor and regardless of whether that
person has employees. This includes, without limitation, independent contractors,
subcontractors, leasing companies, motor carriers, owner -operators, employees of
any such entity, or employees of any entity which furnishes persons to provide
services on the project. "Services" include, without limitation, providing,
hauling, or delivering equipment or materials, or providing labor, transportation,
or other service related to a project. "Services" do not include activities
unrelated to the project, such as food/beverage vendors, office supply deliveries,
and delivery of portable toilets.
6.3. The Contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any coverage agreements, that meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all
employees of the Contractor providing services on the project, for the duration of
the project.
6.4. The Contractor must provide a certificate of coverage to the Owner prior to being
awarded the contract.
6.5. If the coverage period shown on the Contractor's current certificate of coverage
ends during the duration of the project, the Contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the Owner showing that
coverage has been extended.
6.6. The Contractor shall obtain from each person providing services on a project, and
provide to the Owner:
6.6.1. A certificate of coverage, prior to that person beginning work on the
project, so the Owner will have on file certificates of coverage showing
coverage for all persons providing services on the project; and
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6.6.2. No later than seven calendar days after receipt by the Contractor, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the
duration of the project.
6.7. The Contractor shall retain all required certificates of coverage for the duration of
the project 'and for one year thereafter.
6.8. The Contractor shall notify the Owner in writing by certified mail or personal
delivery, within 10 calendar days after the Contractor knew or should have known
of any change that materially affects the provision of coverage of any person
providing services on the project.
6.9. The Contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers Compensation Commission.
6.10. The Contractor shall contractually require each person with whom it contracts to
provide services on a project to:
6.10.1. Provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, that meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all
its employees providing services on the project, for the duration of the
project;
6.10.2. Provide to the Contractor, prior to that person beginning work on the
project, a certificate of coverage showing that coverage is being
provided for all employees of the person providing services on a project,
for the duration of the project;
6.10.3. Provide the Contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the
duration of the project;
6.10.3.1. Obtain from each other person with whom it contracts, and
provide to the Contractor:
6.10.3.1.1. A certificate of coverage, prior to the other
person beginning work on the project; and
00221684/jkg
6.10.3.1.2. A new certificate of coverage showing
extension of coverage, prior to the end of the
coverage period, if the coverage period
shown on the current certificate of coverage
ends during the duration of the project
6.10.3.2. Retain all required certificates of coverage on file for the
duration of the project and for one year thereafter;
6.10.3.3. Notify the Owner in writing by certified mail or personal
delivery, within 10 calendar days after the person knew or
should have known of any change that materially affects
the provision of coverage of any person providing services
on the project; and
6.10.3.4. Contractually require each person with whom it contracts to
perform as required by paragraphs (A thru G), with the
certificates of coverage to be provided to the person for
whom they are providing services.
6.10.3.5. By signing the solicitation associated with this
specification, or providing, or causing to be provided a
certificate of coverage, the Contractor is representing to the
Owner that all employees of the Contractor who will
provide services on the project will be covered by workers
compensation coverage for the duration of the project, that
the coverage will be based on proper reporting of
classification codes and payroll amounts, and that all
coverage agreements will be filed with the appropriate
insurance carrier or, in the case of a self-insured, with the
Commission's Division of Self -Insurance Regulation.
Providing false or misleading information may subject the
Contractor to administrative penalties, criminal penalties,
civil penalties, or other civil actions.
6.10.3.6. The Contractor's failure to comply with any of these
provisions is a breach of contract by the Contractor that
entitles the Owner to declare the contract void if the
Contractor does not remedy the breach within ten calendar
days after receipt of notice of breach from the Owner.
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ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
City Council Agenda Summary Sheet
Agenda Item No. 11A1.
Consider a resolution authorizing the Mayor to execute an agreement with Redflex Traffic
Agenda Caption: Systems, Inc. for digital photo red light enforcement system and program.
Meeting Date: May 26, 2011
Department: Public Works Administration and Special Programs
Staff Person making presentation: David Bartels, Planning and Programs Administrator
Tim Ryle, Assistant Chief of Police
Item Summary:
In December 2006, staff from Public Works, Police, Finance, Municipal Court, Legal and Transportation Services
formed a team to investigate the extent of the red light running problem in Round Rock, intersection safety and red
light running countermeasures. It was found that intersection safety is an issue in Round Rock. On average, crashes
resulting from red light running are more deadly and result in more property damage than other types of crashes at
signalized intersections.
After LaserCraft, Inc. backed out of an agreement to provide a digital photo red light enforcement system in 2009,
the City entered into negotiations with Redflex Traffic Systems, Inc. to provide the system. Under the terms of the
contract, Redflex will provide, install and operate all red light enforcement cameras and detection equipment used
within the City. In addition, Redflex will provide the back office system for collecting, reviewing and processing red
light running violations.
The City will run the red light enforcement program in compliance with the laws of the State of Texas as it pertains
to automated traffic enforcement. Under the program, the City is responsible for designating intersections for red
light enforcement, reviewing and approving all red light running violations and administering all administrative
adjudicative hearings and municipal court proceedings. A Notice of Violation, which is a civil violation, imposes a
civil penalty of $75. A late fee of $25 may also be imposed by the City.
Strategic Plan Relevance:
30.0 - Residents, Visitors and Businesses continue to experience a high and timely level of public safety and security.
Cost: NA (Cost Neutral)
Source of Funds: NA
Date of Public Hearing (if required): N/A
Recommended Action: Approval
EXECUTED
DOCUMENT
FOLLOWS
AGREEMENT BETWEEN THE CITY OF ROUND ROCK, TEXAS
AND REDFLEX TRAFFIC SYSTEMS, INC. FOR
DIGITAL PHOTO RED LIGHT ENFORCEMENT
SYSTEM AND PROGRAM
411
This Agreement (the "Agreement") is made as of this day of the month of
j�V�,fti , 20 11 by and between Redflex Traffic Systems, Inc.,
with offices att23751 N. 231-d Avenue, Phoenix, Arizona 85027 ("Redflex"), and the City of
Round Rock, Texas, a home -rule municipal corporation, with offices at 221 East Main Street,
Round Rock, Texas 78664 (the "City" or the "Customer").
RECITALS
WHEREAS, the City seeks to promote the health, safety and general welfare of its
citizens; and
WHEREAS, there is convincing documented evidence that motorists running red lights
are a significant problem resulting in traffic accidents causing fatalities, injuries, and loss of
property; and
WHEREAS, Texas statutes authorize municipalities to regulate traffic by traffic -control
devices and through criminal, civil, and administrative enforcement methods; and
WHEREAS, the City's concern relating to traffic accidents caused by motorists running
red lights is a legitimate public safety concern which supports implementation of reasonable
regulations; and
WHEREAS, by implementation of such reasonable regulations, it is not the City's intent
or purpose to intrude upon individual liberties or to seek to increase revenues but rather to
increase safety, to increase motorists' consciousness, and to reduce property loss due to traffic
accidents involving the running of red lights; and
WHEREAS, the City desires to implement a digital photo red light enforcement system
and program in order to promote the health, safety and general welfare of the citizens of the City
by reducing the hazards related to running red lights; and
WHEREAS, Redflex has substantial expertise in the area of installing, servicing and
supporting digital photo red light enforcement systems and programs, and has provided a
quotation or proposal to the City under which Redflex would provide such services to the City;
and
WHEREAS, Redflex has exclusive knowledge, possession and ownership of certain
equipment, licenses, applications, and citation processes related to digital photo red light
enforcement systems; and
00221632/jkg
Revised 5/4/11
V-, l l-oc - -1(--I
WHEREAS, the City desires to engage the services of Redflex to provide certain
equipment, processes and back office services so that Authorized Employees of the City are able
to monitor, identify and enforce red light running violations; and
WHEREAS, it is a mutual objective of both Redflex and the City to reduce the incidence
of vehicle collisions at the traffic intersections and city streets that will be monitored pursuant to
the terms of this Agreement; and
WHEREAS, the City desires to purchase and use such services and program from
Redflex in order to utilize such information to determine whether and whom to cite for certain
traffic violations; and
WHEREAS, Redflex desires to provide such services and program, and the City desires
to purchase same from Redflex:
NOW THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises and covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
SECTION 1
DEFINITIONS
In this Agreement, the words and phrases below shall have the following meanings:
1.1. "Authorized Employee" means such individual(s) as the City shall designate to review
Potential Violations and to authorize the issuance of Citations in respect thereto.
1.2. "Authorized Violation" means each Potential Violation in the Violations Data for which
authorization to issue a Citation in the form of an Electronic Signature is given by the Authorized
Employee by using the Redflex System.
1.3. "Citation" means the notice of a Violation which is mailed or otherwise delivered by
Redflex to the violator on the appropriate Enforcement Documentation in respect of each
Authorized Violation.
1.4. "Confidential or Private Information" means, with respect to any Person, any
information, matter or thing of a secret, confidential or private nature, whether or not so labeled,
which is connected with such Person's business or methods of operation or concerning any of
such Person's suppliers, licensors, licensees, customers or others with whom such Person has a
business relationship, and which has current or potential value to such Person or the
unauthorized disclosure of which could be detrimental to such Person, including but not limited
to:
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1.4.1. Matters of a business nature, including but not limited to information relating to
development plans, costs, finances, marketing plans, data, procedures, business
opportunities, marketing methods, plans and strategies, the costs of construction,
installation, materials or components, the prices such Person obtains or has
obtained from his/her/its clients or customers, or at which such Person sells or has
sold his/her/its services; and
1.4.2. Matters of a technical nature, including but not limited to product information,
trade secrets, know-how, formulae, innovations, inventions, devices, discoveries,
techniques, formats, processes, methods, specifications, designs, patterns,
schematics, data, access or security codes, compilations of information, test
results and research and development projects. For purposes of this Agreement,
the term "trade secrets" shall mean the broadest and most inclusive interpretation
of trade secrets.
1.4.3. Notwithstanding the foregoing, Confidential or Private Information will not
include information that: (i) was generally available to the public or otherwise
part of the public domain at the time of its disclosure, (ii) became generally
available to the public or otherwise part of the public domain after its disclosure
and other than through any act or omission by any party hereto in breach of this
Agreement, (iii) was subsequently lawfully disclosed to the disclosing party by a
person other than a party hereto, (iv) was required by a court of competent
jurisdiction to be described, or (v) was required by applicable state law to be
described.
1.5. "Designated Intersection Approaches" means the Intersection Approaches as Redflex and
the City shall mutually agree from time to time. See Exhibit A for delineation of information
regarding Designated Intersection Approaches.
1.6. "Electronic Signature" means the method through which the Authorized Employee
indicates his/her approval of the issuance of a Citation in respect of a Potential Violation using
the Redflex System.
1.7. "Enforcement Documentation" means the necessary and appropriate documentation
related to the Photo Red Light Enforcement Program, including but not limited to warning
letters, citation notices (using the specifications of the City), a numbering sequence for use on all
citation notices (in accordance with applicable court rules), instructions to accompany each
issued Citation (including in such instructions a description of basic court procedures, payment
options and information regarding the viewing of images and data collected by the Redflex
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 court and judicial officers.
1.8. "Equipment" means any and all approach cameras, sensors, equipment, components,
products, software and other tangible and intangible property relating to the Redflex System of
Photo Red Light Enforcement.
3
1.9. "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.
1.10. "Gross Receipts" means all payments received from Penalties and Late Payment Fees
related to Photo Red Light Violations and the corresponding appeals process.
1.11. "Installation Date of the Photo Red Light Program" means the date on which Redflex
completes the construction and installation of at least one (1) Designated Intersection Approach
in accordance with the terms of this Agreement so that such Designated Intersection Approach is
operational for the purposes of functioning with the Photo Red Light Enforcement Program.
1.12. "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 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 hereof now or hereafter in force (including any rights in any
of the foregoing), of such Person.
1.13. "Intersection Approach" means a conduit of travel with up to four (4) contiguous lanes
from the curb (e.g., northbound, southbound, eastbound or westbound) on which at least one (1)
system has been installed by Redflex for the purposes of facilitating Photo Red Light
Enforcement by the City.
1.14. "Late Payment Fee" means a penalty imposed for non -timely payment, such penalty not
to exceed the maximum amount allowable by law.
1.15. "Operational Period" means the period of time during the term of this Agreement,
commencing on the Installation Date, during which the Photo Red Light Enforcement Program is
functional in order to permit the issuance of Citations using the Redflex System.
1.16. "Person" means a natural individual, company, Governmental Authority, partnership,
firm, corporation, legal entity or other business association.
1.17. "Penalty" means a monetary sum assessed for Citation.
1.18. "Photo Red Light Enforcement Program" means the process by which the monitoring,
identification and enforcement of Violations is facilitated by the use of certain equipment,
applications and back office processes of Redflex, including but not limited to cameras, flashes,
central processing units, signal controller interfaces and sensor arrays which, collectively, are
capable of measuring Violations and recording such Violations Data in the form of photographic
images of motor vehicles.
1.19. "Photo Red Light Violation Criteria" means the standards and criteria by which Potential
Violations will be evaluated by Authorized Employees of the City, which standards and criteria
4
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
Governmental Authorities.
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 Violation has
occurred.
1.21. "Project Manager" means the Project Manager appointed by the City in accordance with
this Agreement, who shall be responsible for overseeing the installation of the Designated
Intersection Approaches and the implementation of the Photo Red Light Enforcement Program,
and which Project Manager shall have the power and authority to make management decisions
relating to the City's obligations pursuant to this Agreement, including but not limited to change
order authorizations, subject to any limitations set forth in the City's Charter or other
organizational documents of the City or by the Round Rock City Council.
1.22. "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 or Private 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 printouts, 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.
1.23. "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
Photo Red Light Enforcement at any time during the term of 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 Manager" 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 of the Photo Red
Light Enforcement Program, and who shall have the power and authority to make management
decisions relating to Redflex's obligations pursuant to this Agreement, including but not limited
to change order authorizations.
1.25. "Redflex System" means, collectively, the SalusTM and/or SMARTcamTM System, the
SMARTsceneTM 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 (1) lane of travel at a Designated Intersection Approach;
5
the SMARTopsTM System, the Photo Red Light Enforcement Program, and all of the other
equipment, applications, back office processes, servers, off-site backup systems, software and
other tangible and intangible property relating thereto.
1.26. "Records Retention" means the period of time that Redflex will retain information to
include photographic evidence and data associated with the Photo Red Light Enforcement
Program.
1.27. "REDFLEXredTM System" means the proprietary digital red light photo enforcement
system of Redflex relating to the Photo Red Light Enforcement Program.
1.28. "SalusTM System" means the proprietary software system that controls the photo
enforcement system of Redflex relating to the Photo Red Light Enforcement Program.
1.29. "SMARTcamTM System" means the proprietary software system that controls the photo
enforcement system of Redflex relating to the Photo Red Light Enforcement Program.
1.30. "SMARTsceneTM System" means the proprietary digital video camera unit, hardware and
software required for providing supplemental Violations Data.
1.31. "SMARTopsTM System" means the proprietary back office processes of Redflex relating
to the Photo Red Light Enforcement Program.
1.32. "Testing Period" means a period after the Installation Date of the first Designated
Intersection Approach, wherein testing notices may be issued by the City's Police Department
for quality control.
1.33. "Traffic Signal Controller Boxes" means the signal controller interface and vehicle
detection owned and operated by the City. This includes, but is not limited to, the City's traffic
controller, the City' s vehicle detection equipment, the City's communication equipment, the
City's controller cabinet, etc.
1.34. "Violation" means any traffic violation authorized for photo enforcement which is
prohibited by the Texas Transportation Code or any applicable rule, regulation or law of any
other Governmental Authority, including but not limited to operating a motor vehicle contrary to
traffic signals.
1.35. "Violations Data" means the images and other violations data gathered by the Redflex
System at the Designated Intersection Approaches.
SECTION 2
GUARANTEE OF COST NEUTRALITY
2.1. For the purposes of this Agreement, any terms or concepts expressed as "cost neutrality"
or "revenue neutrality" or "revenue neutrality guarantee" shall mean that Redflex hereby
guarantees that for each month during the entire term of this Agreement (initial term and all
renewal periods) the following applies:
6
2.1.1. If monthly Gross Receipts do not exceed the Fixed Fee Amount and Installation
Fee Amount (delineated herein in Section 6.1.1 and 6.1.2) for any month end, the
City shall pay Redflex only the amount of Gross Receipts received. The
difference is then carried over to each succeeding month and paid if and when
Gross Receipts exceed the Fixed Fee Amount and Installation Fee Amount. Any
payment deficits are cumulative in nature and continue to apply during the Term
and any renewal term(s) until satisfied in full. If, upon termination of this
Agreement, a balance has been carried over, Redflex is entitled to any receipts
received upon termination up to the balance that has been carried over.
2.1.2. The City will pay Redflex upon proper receipt of invoices conforming to
requirements delineated in Exhibit K. The City shall be obligated to pay the
cumulative balance invoiced by Redflex, in accordance with the terms set forth in
this Agreement, to the extent of Gross Receipts received by the City.
2.1.3. Payment will only be made by the City up to the amount of Gross Receipts
received by the City. Redflex shall perform a weekly balance sweep into the City
of Round Rock's bank account. Such sweep shall be in the amount of cash
collections in excess of a cash reserve of $10,000.
2.1.4. The City shall open a special revenue account and payments to Redflex will come
only from the available balance in that account up to the amount currently due,
including any unpaid prior invoiced amounts.
2.1.5. Cost neutrality will be reconciled and any necessary adjustments will be made at
the end of this Agreement.
2.1.6. Cost neutrality is guaranteed with the sole exception being if and when Round
Rock Police fail to approve Violations by time periods under state statute.
SECTION 3
SCOPE OF AGREEMENT
3.1. Scope of Agreement. Redflex agrees to provide to the City certain herein -described
services during the term of this Agreement, such services to be delivered pursuant to the terms
and conditions of this Agreement. By way of delineation and not limitation, the services shall be
provided by Redflex for the number of the Designated Intersection Approaches listed in Exhibit
A which is attached hereto and incorporated herein by reference for all purposes. Targeted
Designated Intersection Approaches are listed in Exhibit A and may be hereafter referred to as
"Location" individually and "Locations" collectively. Each System will monitor up to four (4)
lanes of traffic at each Location. When agreed in writing by the parties, the City and Redflex
may add and/or remove targeted Designated Intersection Approaches listed in Exhibit A. In
addition, and at no additional cost whatsoever to the City, each System will provide video clip
evidence for Violations.
7
3.2. Services and Pricing All -Inclusive. The pricing delineated in this Agreement shall include
all products, services, first class postage, and motor vehicle "look -up" information necessary for
all of the installation, training, operation, and maintenance of the services. The City shall not be
obligated in any manner for the provision of any hardware or software other than the following:
(i) internet connections at desired system access points, and (ii) a standard PC with an internet
connection and web browser for each access point.
3.3. Limitation on Scope. It is expressly understood and agreed that the City reserves to itself
the sole and exclusive right and privilege to enforce the City's traffic ordinances. It is further
expressly understood and agreed that the services do not, and are not intended to, include the
manner and enforcement of the City's traffic ordinances.
SECTION 4
EFFECTIVE DATE, TERM, AND RIGHT OF REVIEW
4.1. Effective Date. This Agreement shall be effective on the date it has been signed by both
parties hereto, and shall remain in full force and effect unless and until it expires by operation of
the term stated herein, or until terminated or extended as provided herein.
4.2. Term. The initial term of this Agreement shall be for sixty (60) months from the date of
the issuance of the first Citation by the System. After that initial term, this Agreement may be
renewed for successive terms of twelve (12) months each, not to exceed in the aggregate two (2)
such renewals, with such renewals to occur on or before the expiration date of the preceding
term, and with such renewals being absolutely predicated upon the express written agreement of
both parties. Such renewals are permitted only provided Redflex has performed each and every
non -waived contractual obligation specified in this Agreement. The parties expressly agree that
pricing hereunder shall be firm for the duration of this Agreement and any renewal periods.
4.3. Right of Review. The City reserves the right to review Redflex's provision of goods and
services at any time during the initial term or any renewal periods, and may elect to terminate
this Agreement with or without cause or may elect to continue. By way of illustration and not
limitation, the City may review as a consideration for continuation the following: performance,
pricing, continued need, and substantial advancements in technologies and/or services.
SECTION 5
SERVICES TO BE PERFORMED BY REDFLEX
Redflex shall provide the Photo Red Light Enforcement Program to the City in
accordance with the terms and provisions set forth in this Agreement. Redflex shall fully and
timely provide all deliverables described herein and in Redflex's offer or proposal in strict
accordance with the terms, covenants and conditions of this Agreement and all applicable
federal, state and local laws, rules and regulations.
5.1 Purpose.
5.1.1. Redflex shall provide a high-resolution digital System for photographic images of
red light violators at various intersections controlled by traffic signals within the
8
City of Round Rock. The goal of the program is to reduce fatal and injury
crashes, and to reduce property damages and loss, at monitored intersections.
5.1.2. The City will not purchase Redflex's camera systems outright. Redflex shall
retain ownership of the System; shall supply and install the System; shall provide
training, maintenance and support; and shall provide additional services as
specified in this Agreement.
5.1.3. At intervals, the City will review collisions and violation rates at sites with and
without cameras to determine the effectiveness of the System. Based upon its
findings, the City may or may not elect to add cameras to the System.
5.1.4. Designated Intersection Approaches (camera locations) will be determined by the
City. The City will review a list of candidate sites with Redflex to determine any
potential issues related to visibility, equipment location conflicts, or violation
issues.
5.1.5. The System must meet the requirements set forth herein and shall include, but
shall not be limited to, providing all necessary equipment, engineering,
installation, labor, maintenance, Citation processing, issuance of letters of notice
to vehicle owners, court appearances and any other necessary support for a
complete turn -key program. The System shall have an implementation schedule,
complete System installation, documentation and training, service and
maintenance, and a detailed cost of the services. Redflex shall warrant and
maintain all equipment provided to the City throughout the duration of this
Agreement.
5.2. General Construction and Installation Obligations. The City and Redflex shall have the
respective rights and obligations set forth on Exhibit B, which is attached hereto and
incorporated herein by reference for all purposes.
5.3. General Maintenance and Support Requirements. The City and Redflex shall have the
respective rights and obligations set forth on Exhibit C, which is attached hereto and
incorporated herein by reference for all purposes.
5.4. Functional and Technical Requirements. The City and Redflex shall have the respective
rights and obligations set forth on Exhibit D, which is attached hereto and incorporated herein by
reference for all purposes.
5.5. System Requirements. The City and Redflex shall
obligations set forth on Exhibit E, which is attached hereto and
for all purposes.
5.6. Security Requirements. The City and Redflex shall
obligations set forth on Exhibit F, which is attached hereto and
for all purposes.
9
have the respective rights and
incorporated herein by reference
have the respective rights and
incorporated herein by reference
5.7. Specific Installation and Maintenance Requirements. The City and Redflex shall have
the respective rights and obligations set forth on Exhibit G, which is attached hereto and
incorporated herein by reference for all purposes.
5.8. Training Requirements. The City and Redflex shall have the respective rights and
obligations set forth on Exhibit H, which is attached hereto and incorporated herein by reference
for all purposes.
5.9. Scope of Work Requirements. The City and Redflex shall have the respective rights and
obligations set forth on Exhibit I, which is attached hereto and incorporated herein by reference
for all purposes.
5.10. Violation Processing Requirements. The City and Redflex shall have the respective
rights and obligations set forth on Exhibit J, which is attached hereto and incorporated herein by
reference for all purposes.
5.11. Back Office Collections: Compensation. The City and Redflex shall have the respective
rights and obligations set forth on Exhibit K, which is attached hereto and incorporated herein by
reference for all purposes.
5.12. Miscellaneous Rights and Obligations. In addition to all of the other rights and
obligations set forth in this Agreement, Redflex and the City shall have the respective
miscellaneous rights and obligations set forth on Exhibit L, which is attached hereto and
incorporated herein by reference for all purposes.
5.13. Records Retention. Redflex will retain information to include photographic evidence and
data associated with the Photo Red Light Enforcement Program for a period as defined by the
City, but in no case less than a period of six (6) months after a case is disposed.
5.14. Public Awareness Campaign, Public Information and Education. At no additional cost to
the City, Redflex must develop and implement a Public Awareness Campaign to include, but not
be limited to, providing the content and design of public education materials, web site design,
and assistance with media kick-off events, press releases and communications. The content must
have prior written approval of the City. All media -related issues shall be coordinated by the
City. Written materials for mass distribution shall be produced in the English language and in
the Spanish language. Radio and television spots, if any, shall include some versions in the
Spanish language. Redflex shall participate in any ongoing media campaign, developed in
conjunction with the City. At the City's request, Redflex shall attend public meetings and assist
designated City staff in demonstrating the System equipment and program.
5.15. Project Termination Plan.
5.15.1. Circumstances beyond the control of the City of Round Rock, such as legislative
changes or restrictions that would prohibit the Photo Red Light Enforcement
Program from continuation, shall result in a no-fault termination of the awarded
contract/this Agreement, unless expressly described otherwise herein and in
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Section 11. In the case of a voter initiative causing termination, Redflex shall be
entitled to the remedies described in Section 11.1.2. Redflex shall maintain a
project termination plan in the event the Agreement is terminated prior to the end
of the Agreement term. Such plan shall include a timeline for complete removal
of all equipment installed on City property. Redflex will be responsible for all
costs to remove the System once the Agreement is terminated. Redflex will bear
the responsibility for returning the intersections to original operating conditions
within specified City timeframes. Redflex will be paid a prorated amount of the
flat Monthly Fixed Fee Amount based on the number of days in the specific
month that the Agreement was terminated.
5.15.2. 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 Enforcement Program; (ii) promptly
deliver to the City any and all Proprietary Property of the City provided to
Redflex pursuant to this Agreement; (iii) promptly deliver to the City a final
report regarding the collection of data and the issuance of Citations in such format
and for such periods as the City 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 the City a final invoice
stating all fees and charges properly owed by the City to Redflex for work
performed and Citations issued by Redflex prior to the termination; (v) upon the
closing of Round Rock's lockbox account, promptly provide to the City a final
reconciliation of lockbox account transactions (detailing gross receipts, bank
service charges, merchant fees, and any other transaction posting to the account),
and promptly deliver to the City within fifteen (15) days the reserve established
by Section 2.1.3 of this Agreement; and (vi) provide such assistance as the City
may reasonably request from time to time in connection with prosecuting and
enforcing Citations issued prior to the termination of this Agreement. Video shall
be downloaded to a City website for up to six (6) months after the termination of
this Agreement. The Municipal Court will require copies of videos for non -
terminated cases sent to a site selected by the City in a manner selected by the
City. Seven (7) months after the termination of this Agreement, Redflex is no
longer bound to the Data Retention Requirements for any data; and, if the City
wishes to obtain the data, it must be conveyed by Redflex at the time of
termination. Redflex shall transfer the data and relevant information to the City
as follows: Redflex shall supply to the City, in a flat file or other mutually
agreeable format, the relevant contents of the project database, including but not
limited to all notices of Violations and information records whether open or
closed; provided, however, all Violation images and video may be supplied on
separate media sources and the database shall contain a "pointer" to the associated
images or video file. The City will assume the burden for all costs associated
with this task, including but not limited to administrative, storage media, storage
media authoring devices, and internet bandwidth used for transferring data.
Redflex will provide no tools for accessing this data, or other guarantees.
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5.15.3. The City shall (i) immediately cease using the Photo Red Light Enforcement
Program, accessing the Redflex System, and using any other Intellectual Property
of Redflex; (ii) promptly deliver to Redflex any and all Proprietary Property of
Redflex provided to the City pursuant to this Agreement; and (iii) promptly pay
any and all fees, charges and amounts properly owed by the City to Redflex for
work performed and Citations issued by Redflex prior to the termination.
5.15.4. Unless the City and Redflex have agreed to enter into a new agreement relating to
the Photo Red Light Enforcement Program or have agreed to extend the term of
this Agreement, Redflex shall remove any and all Equipment or other materials of
Redflex installed in connection with Redflex's performance of its obligations
under this Agreement, including but not limited to housings, poles and camera
systems, and Redflex shall restore the Designated Intersection Approaches to
substantially the same condition such Designated Intersection Approaches were in
immediately prior to this Agreement.
5.16. Performance Incentives.
5.16.1. On a total Program level on a monthly basis, Redflex guarantees that it will meet
or exceed an 85% issuance rate, and that anything below 85% will be refunded to
the City on a percent basis. Issuance rate is defined as the total number of
approved Violations divided by the total number of Violations submitted for the
City's review. [Example: If the City has an issuance rate of 83% for the month
of March, Redflex refunds (85% - 83%) or 2% of the total monthly invoice.]
5.16.2. On a total Program level on a monthly basis, Redflex guarantees that the System
will be up and operational for a minimum of 90% of the time. For anything over
10% downtime (not including road construction initiatives, system knockdowns,
or other factors outside of Redflex's control), Redflex will prorate the City back
$160.00 per day per Designated Intersection Approach.
SECTION 6
PRICES, INVOICING, AND COLLECTIONS
6.1. Prices for Services. The parties hereby agree that pricing for the services to be provided
hereunder shall be as follows:
6.1.1. Fixed Fee. Commencing on the expiration of the testing period for each
Designated Intersection Approach, the City shall be obligated to pay Redflex a fixed fee of
$4,287.00 per month for each Designated Intersection Approach ("Monthly Fixed Fee Amount")
as full remuneration for performing all of the services contemplated in this Agreement, except
for the Installation Fee as stated in Section 6.1.2.
6.1.2. Installation Fee. Commencing on the expiration of the testing period for each
Designated Intersection Approach, the City shall be obligated to pay Redflex a monthly
installation fee. Such fee will be determined by dividing the reimbursable cost per approach,
$35,000, by the number of months between the expiration of the testing period and the current
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term of the agreement. The reimbursable costs are limited to direct labor and direct material and
do not include equipment costs and salvable material costs.
6.2. Invoicing and Payment. Invoicing shall begin for each Designated Intersection Approach
after the System is installed and accepted at that Location and Redflex has operated the System
for the thirty -day testing period, or such longer testing period as may be mutually agreed by the
parties. After the testing period, all invoices will be sent to the City at the end of each month of
operation and, to be eligible for payment, invoices must conform to requirements delineated in
Exhibit K.
6.2.1. The City agrees to pay Redflex in accordance with the Texas Prompt
Payment Act, as delineated herein in Section 7. Notwithstanding anything
in this Agreement to the contrary, the City shall be obligated to pay the
balance invoiced by Redflex, in accordance with terms set forth herein, to
the extent of Gross Receipts received by the City.
6.2.2. In the event that the Agreement ends or is terminated and an invoiced
balance is still owed to Redflex, all subsequent receipts from Photo Red
Light Violations for a period of twelve (12) months from date of
termination shall be applied to such balance and paid to Redflex.
6.2.3. Payment will only be made by the City up to the amount of Gross Receipts
received by the City. Payments each month shall include (if applicable)
amounts in excess of the fixed fees described in Section 6.1.1 and
installation fees described in Section 6.1.2 if the City owes a cost neutral
balance (as described in Section 2) and Gross Revenues exceed the fixed
fees and installation fees until such cost neutral balance has been paid in
full. Redflex shall perform a weekly balance sweep into the City of Round
Rock's bank account. Such sweep shall be in the amount of cash collections
in excess of a cash reserve of $10,000.
6.2.4. The City shall open a special revenue account and payments to Redflex will
come only from the available balance in that account up to the amount
currently due, including any unpaid prior invoiced amounts.
6.3. Collections. After an agreed time period where no payment has been received on a
given notice of Violation, Redflex shall provide to the City, for a fee of fifteen (15%) of the
amount collected, services for collection of delinquent debt on past due receivables.
6.4. Business Assumptions for Pricing.
6.4.1. The provision of all necessary communication, broadband and telephone services
to the Designated Intersection Approaches shall be the sole responsibility of
Redflex.
6.4.2. Redflex shall be solely responsible for installing required signage. Redflex shall
be solely responsible for the fabrication of any signage, notices or other postings
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required pursuant to any law, rule or regulation of any Governmental Authority,
and all signage shall meet or exceed requirements of Manual on Uniform Traffic
Control Devices (MUTCD) and all applicable local, state, and federal laws. The
City shall assist in determining the placement of such signage. Redflex shall
submit signage design drawings to the City for approval. Any changes or
modifications to signage requirements shall be the responsibility of the City.
6.4.3. Roadway/Intersection Improvement Projects: The City shall reimburse Redflex
the costs of replacing and or modifying operational system approaches.
6.5 Prosecution and Collection: Compensation. The City shall reasonably and vigorously
prosecute Citations for violations presented by the Redflex Systems and as defined under Texas
law, and the collection of all Fines in respect thereof, and Redflex shall have the right to receive,
and the City shall be obligated to pay, the compensation set forth herein.
SECTION 7
PROMPT PAYMENT POLICY
7.1. In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Redflex shall be made within thirty (30) days of the date the City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or services, whichever is
later. Redflex may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by the City in the event:
7.1.1. There is a bona fide dispute between the City and Redflex, a contractor,
subcontractor, or supplier about the goods delivered or the Service performed that
causes the payment to be late; or
7.1.2. There is a bona fide dispute between Redflex and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
7.1.3. The terms of a federal contract, grant, regulation, or statute prevent the City from
making a timely payment with federal funds; or
7.1.4. The invoice is not mailed to the City in strict accordance with any instruction
relating to the payment.
SECTION 8
CHANGE ORDERS
8.1. Change Orders. The City 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
14
the proposed changes (a "Change Order Notice"). Upon Redflex's receipt of a Change Order
Notice, Redflex shall deliver a written statement describing the cost, if any (the "Change Order
Proposal"). 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 City. Following
the City's receipt of the Change Order Proposal, the parties shall negotiate in good faith and
agree to a plan and schedule for implementation of the proposed changes, the time, manner and
amount of payment or price increases or decreases, as the case may be, and any other matters
relating to the proposed changes; provided, however, in the event that any proposed change
involves only the addition of equipment or services to the existing Designated Intersection
Approaches, or the addition of Designated Intersection Approaches to be covered by the terms of
this Agreement, to the maximum extent applicable, the pricing terms set forth herein in Section 6
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 11.
SECTION 9
LICENSE; RESERVATION OF RIGHTS BY REDFLEX
9.1. License. Subject to the terms and conditions of this Agreement, Redflex hereby grants to
the City, and the City hereby accepts from Redflex upon the terms and conditions herein
specified, a non-exclusive, non -transferable license during the term of this Agreement to: (i)
solely within the City of Round Rock, Texas, 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 copies of any content posted on the Redflex System in
connection therewith, (ii) disclose to the public (including outside of the City of Round Rock,
Texas) that Redflex is providing services to the City in connection with the Photo Red Light
Enforcement Program pursuant to the terms of 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 Enforcement Program, so long as any and all such
publications or materials are approved in advance by the City.
9.2. Reservation of Rights. The City 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 City
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 the City pursuant to this Agreement, the City shall gain no additional
right, title or interest therein.
9.3. Restricted Use. The City 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 of the Redflex Marks in any way which
might prejudice their distinctiveness, validity or the goodwill of Redflex therein, (iv) use any
trademarks or other marks other than the Redflex Marks in connection with the City's use of the
15
Redflex System pursuant to the terms of this Agreement without first obtaining the prior consent
of Redflex, or (v) disassemble, de -compile or otherwise perform any type of reverse engineering
to 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.
9.4. Protection of Rights. Redflex shall have the right to take whatever action it deems
necessary or desirable to remedy or prevent the infringement of any Intellectual Property of
Redflex, including without limitation the filing of applications to register as trademarks in any
jurisdiction any of the Redflex Marks, the filing of patent applications for any of the Intellectual
Property of Redflex, and making any other applications or filings with appropriate Governmental
Authorities. The City 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.
9.5. Infringement. The City shall use reasonable 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 constitutes a
misappropriation of trade secrets or acts 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 9.5, then the City shall render to Redflex such reasonable cooperation and
assistance as is reasonably requested by Redflex, and Redflex shall be entitled to any damages or
other monetary amounts that might be awarded after deduction of actual costs; provided,
however, that Redflex shall reimburse the City for any reasonable costs incurred in providing
such cooperation and assistance.
9.6. Infringing Use. The City shall give Redflex prompt written notice of any action or claim,
whether threatened or pending, against the City 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 City shall render to Redflex
such reasonable cooperation and assistance as is reasonably requested by Redflex in the defense
thereof; provided, however, that Redflex shall reimburse the City 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 City the right to keep using the allegedly
infringing items, modify them to avoid the alleged infringement or replace them with non -
infringing items.
9.7. Public References to Redflex. The City shall, on a commercially reasonable basis, seek
approval from Redflex to utilize, make use of and/or make 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 "SMARTcam® System", "Salus® System", "REDFLEXred® System",
16
"REDFLEXspeed® System", "REDFLEXrail® System", "REDFLEXstop® System",
"REDFLEXslimline® System", "SMARTops® System", "SMARTscene® System";
"PLATESCAN® 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. The City understands and agrees
that Redflex, its marks, systems, processes and intellectual property have substantial value to
Redflex and that, unless otherwise required by law, the City will carefully refrain from making
negative statements regarding Redflex, its marks, systems, processes and intellectual property.
SECTION 10
REPRESENTATIONS AND WARRANTIES
10.1. Redflex's Representations and Warranties.
10.1.1. 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.
10.1.2. Specific Warranty - Price.
10.1.2.1. Redflex warrants the prices quoted in its proposal or offer are no higher
than Redflex's current prices on orders by others for like deliverables
under similar terms of purchase.
10.1.2.2. Redflex certifies that the prices in its proposal or offer have been arrived
at independently without consultation, communication, or agreement for
the purpose of restricting competition, as to any matter relating to such
fees, with any other firm or with any competitor.
10.1.3. Specific Warranty - 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 in accordance with
generally accepted industry standards and practices, the terms, conditions, and
covenants of this Agreement, and all applicable federal, state and local laws, rules
or regulations.
10.1.3.1. Redflex may not limit, exclude or disclaim the foregoing warranty or
any warranty implied by law, and any attempt to do so shall be without
force or effect.
10.1.3.2. Unless otherwise specified herein, the warranty period shall be at least
one year from acceptance of the services. If, during the warranty period,
one or more of the above warranties are breached, Redflex shall
promptly, upon receipt of demand, perform the services again in
accordance with the herein -delineated standard at no additional cost to
the City. All costs incidental to such additional performance shall be
17
borne by Redflex. The City shall endeavor to give Redflex written
notice of the breach of warranty within thirty (30) calendar days of
discovery of the breach of warranty, but failure to give timely notice
shall not impair the City's rights hereunder.
10.1.3.3. If Redflex is unable or unwilling to perform its services in accordance
with the above -delineated standard as required by the City, then in
addition to any other remedy available, the City may reduce the amount
of services it may be required to purchase from Redflex under the
Agreement, and purchase conforming services from other sources. In
such event, Redflex shall pay to the City on demand the increased cost
incurred by the City to procure such services from another source.
10.1.4. Specific Warranty - Product. All product and service warranties, including third
party software, are to begin upon final user acceptance testing, which acceptance shall be
given in writing to Redflex.
10.1.5. Miscellaneous Warranties. Redflex hereby guarantees and warrants as follows:
(i) that the System shall comply with the specifications delineated herein and in all
contract documents; and (ii) its employees shall have sufficient skill, knowledge, and
training to properly and satisfactorily perform the services. Redflex makes no warranty
that operation of the System will be uninterrupted or error -free.
10.2. City's Representations and Warranties.
10.2.1. Authority. The City hereby warrants and represents that it has right, power and
authority to execute this Agreement and perform its obligations hereunder.
10.2.2. Professional Services. The City hereby warrants and represents that any and all
services provided by the City pursuant to this Agreement shall be performed in a
professional and workmanlike manner.
10.3. LIMITED WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, REDFLEX MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT
TO THE REDFLEX SYSTEM OR ANY RELATED EQUIPMENT OR WITH RESPECT TO
THE RESULTS OF THE CITY'S USE OF ANY OF THE FOREGOING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, REDFLEX
DOES NOT WARRANT THAT ANY OF THE DESIGNATED INTERSECTION
APPROACHES OR THE REDFLEX SYSTEM WILL OPERATE IN THE WAY THE CITY
SELECTS FOR USE, OR THAT THE OPERATION OR USE THEREOF WILL BE
UNINTERRUPTED. THE CITY HEREBY ACKNOWLEDGES THAT THE REDFLEX
SYSTEM MAY MALFUNCTION FROM TIME TO TIME, AND SUBJECT TO THE TERMS
OF THIS AGREEMENT, REDFLEX SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY
SUCH MALFUNCTION IN A TIMELY MANNER.
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SECTION 11
TERMINATION
11.1. Termination for Convenience.
11.1.1 The City shall have the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) calendar days'
written notice to Redflex. Mailing of such notice shall be equivalent in all
respects to personal notice and shall be deemed to have been given at the time of
mailing, rather than in accordance with Section 14 herein. The City shall pay
Redflex, to the extent of funds appropriated or otherwise legally available for
such purposes, for all goods delivered and services performed and obligations
incurred prior to the effective date of termination for convenience, all in
accordance with the terms of this Agreement.
11.1.2. In the event the City terminates this Agreement for convenience during the term
of the Agreement, the City shall reimburse Redflex for the total Installation Fee
stated in Section 6.1.2, less any monthly payments paid by the City for the
Installation Fee. The amount to be paid by the City to Redflex pursuant to this
section shall not exceed the amount which the City has received from paid
Citations attributable to the Intersection Approach pursuant to the provisions of
this Agreement.
11.2. Termination for Cause. Either party shall have the right to terminate this Agreement
immediately by written notice to the other if (i) Texas statutes are amended to prohibit the
operation of photo red light enforcement systems; (ii) any court having jurisdiction over the City
rules, or state or federal statute declares, that results from the Redflex System of Photo Red Light
Enforcement are inadmissible in evidence; (iii) the other party commits any material breach of
any of the provisions of this Agreement. In the event of a termination due to Section 11.2(i),
11.2(ii), or 11.2(iii) herein (if such breach is by Redflex), the City shall be relieved of any further
obligations for payment to Redflex other than as specified in Section 6.2. Either party shall have
the right to remedy the cause for termination (Section 11.2(iii)) within forty-five (45) calendar
days (or within such other time period as the City 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.
11.3. Retention of Rights and Remedies. Upon termination of this Agreement, and unless
otherwise limited by law, the City shall pay to Redflex a pro rata share of all monies or revenue
generated, collected and/or received by the City 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 the City by Redflex.
11.4. Procedures upon Termination. Notwithstanding anything herein to the contrary, the
termination of this Agreement shall not relieve either party of any liability that accrued prior to
19
such termination. Notwithstanding anything herein to the contrary, or except as set forth in
Section 11.4, upon the termination of this Agreement all provisions of this Agreement shall
terminate and:
11.4.1 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 Enforcement Program; (ii) promptly
deliver to the City any and all Proprietary Property of the City provided to
Redflex pursuant to this Agreement; (iii) promptly deliver to the City a final
report regarding the collection of data and the issuance of Citations in such format
and for such periods as the City 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 the City a final invoice
stating all fees and charges properly owed by the City to Redflex for work
performed and Citations issued by Redflex prior to the termination; (v) upon the
closing of Round Rock's lockbox account, promptly provide to the City a final
reconciliation of lockbox account transactions (detailing gross receipts, bank
service charges, merchant fees, and any other transaction posting to the account),
and promptly deliver to the City within fifteen (15) days the reserve established
by Section 2.1.3 of this Agreement; and (vi) provide such assistance as the City
may reasonably request from time to time in connection with prosecuting and
enforcing Citations issued prior to the termination of this Agreement. Video shall
be downloaded to a City website for up to six (6) months after the termination of
this Agreement, at the City's request. Municipal Court will require copies of
videos for non -terminated cases sent to a site selected by the City in a manner
selected by the City. Seven (7) months after the termination of this Agreement,
Redflex is no longer bound to the Data Retention Requirements for any data; and,
if the City wishes to obtain the data, it must be conveyed by Redflex at the time of
termination. Redflex shall transfer the data and relevant information to the City
as follows: Redflex shall supply to the City, in a flat file or other mutually
agreeable format, the relevant contents of the project database, including but not
limited to all notices of Violations and information records whether open or
closed; provided, however, all Violation images and video may be supplied on
separate media sources and the database shall contain a "pointer" to the associated
images or video file. The City will assume the burden for all costs associated
with this task, including but not limited to administrative, storage media, storage
media authoring devices, and internet bandwidth used for transferring data.
Redflex will provide no tools for accessing this data, or other guarantees.
11.4.2. The City shall (i) immediately cease using the Photo Red Light Enforcement
Program, accessing the Redflex System, and using any other Intellectual Property
of Redflex; (ii) promptly deliver to Redflex any and all Proprietary Property of
Redflex provided to the City pursuant to this Agreement; and (iii) promptly pay
any and all fees, charges and amounts properly owed by the City to Redflex for
work performed and Citations issued by Redflex prior to the termination.
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11.4.3. Unless the City and Redflex have agreed to enter into a new agreement relating to
the Photo Red Light Enforcement Program or have agreed to extend the term of
this Agreement, Redflex shall remove any and all Equipment or other materials of
Redflex installed in connection with Redflex's performance of its obligations
under this Agreement, including but not limited to housings, poles and camera
systems, and Redflex shall restore the Designated Intersection Approaches to the
same condition such Designated Intersection Approaches were in immediately
prior to this Agreement.
11.5. Survival. Notwithstanding the foregoing or anything herein to the contrary, the
Definitions and each of the following shall survive the termination of this Agreement: (i)
Section 9 (License; Reservation of Rights by Redflex), Section 10.1 (Redflex's Representations
and Warranties), Section 10.2 (City's Representations and Warranties), Section 10.3 (Limited
Warranties), Section 11.4 (Procedures upon Termination), Section 12 (Confidentiality), Section
13 (Indemnification and Limited Liability), Section 14 (Notices), Section 15 (Dispute
Resolution), Section 24.1 (Assignment and Delegation), Section 24.17 (Applicable Law), and
Section 24.18 (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.
11.6. No Compensation for Anticipated Performance after Termination. Following termination
of any type, the parties expressly agree that Redflex is not entitled to compensation for services it
would have performed under the remaining term of the Agreement, except as otherwise provided
herein.
SECTION 12
CONFIDENTIALITY
12.1. During the term of this Agreement and for a period of three (3) years thereafter, neither
party shall disclose to any third person, or use for itself in any way for pecuniary gain, any
Confidential or Private Information learned from the other party during the course of the
negotiations for this Agreement or during the term of this Agreement. Upon termination of this
Agreement, each party shall return to the other all tangible Confidential or Private Information of
such party. Each party shall retain in confidence and not disclose to any third party any
Confidential or Private Information without the other party's express written consent, except (i)
to its employees who are reasonably required to have the Confidential or Private 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 of 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, including
laws relating to public records.
12.2. Texas Public Information Act. For purposes of this Agreement, Redflex expressly
acknowledges its understanding and agreement that the City is subject to the Texas Public
Information Act, and that the City's duties run in accordance therewith.
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SECTION 13
INDEMNIFICATION AND LIMITED LIABILITY
13.1. Indemnification by Redflex. Subject to Section 13.3, Redflex hereby agrees to defend and
indemnify the City and its affiliates, shareholders or other interest holders, managers, officers,
directors, elected officials, 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 "City Party" and collectively, the "City Parties") against,
and to protect, save and keep harmless the City Parties from, and to pay on behalf of or
reimburse the City Parties as and when incurred, 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
City Party arising out of or related to (i) any material misrepresentation, inaccuracy or breach of
any covenant, warranty or representation of Redflex contained in this Agreement, or (ii) 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 City Party, or (iii) any injury, death, loss, or damage to any person,
tangible property, or facilities of any person or entity (including reasonable attorneys' fees and
costs at trial and appeal) to the extent arising out of or resulting from the negligent wrongful acts
or omissions of Redflex, its officers, employees, servants, affiliates, agents, contractors, or
underlying facility owners or from any person for whom it is in law responsible, or otherwise
resulting from, arising in connection with, or relating to its performance (including breach or
failure thereto) under this Agreement.
13.2. Indemnification by City. Subject to Section 13.3, and to the fullest extent permitted by law,
the City 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, any and all Losses which may be imposed on or
incurred by any Redflex Party arising out of or in any way related to (i) any material
misrepresentation, inaccuracy or breach of any covenant, warranty or representation of the City
contained in this Agreement, (ii) the willful misconduct of the City, its employees, contractors or
agents which result in death or bodily injury to any natural person (including third parties) or any
damage to any real or tangible personal property (including the personal property of third
parties), except to the extent caused by the willful misconduct of any Redflex Party, or (iii) any
injury, death, loss, or damage to any person, tangible property, or facilities of any person or
entity (including reasonable attorneys' fees and costs at trial and appeal) to the extent arising out
of or resulting from the negligent wrongful acts or omissions of the City, its officers, employees,
servants, affiliates, agents, contractors, or underlying facility owners or from any person for
whom it is in law responsible, or otherwise resulting from, arising in connection with, or relating
to its performance (including breach or failure thereto) under this Agreement.
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13.3. Indemnification Procedures. In the event any claim, action or demand ("Claim") in
respect of which any party hereto seeks indemnification from the other, the party seeking
indemnification ("Indemnified Party") shall give the party from whom indemnification is sought
("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 and the Indemnified Parties will cooperate in defense
or settlement of any Claim, and neither party shall have the right to 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.
13.4. Limited Liability. Notwithstanding anything to the contrary in this Agreement, neither
party shall be liable to the other by reason of any representation or express or implied warranty,
condition or other term or any duty at common or civil law, for any 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 the
provision entitled "Prevailing Party" in Section 15.3 of this Agreement.
SECTION 14
NOTICES
14.1. Any notices to be given hereunder shall be in writing, and shall be deemed to have been
given (i) upon delivery, if delivered by hand, (ii) three business days after being mailed first
class, certified mail, return receipt requested, postage and registry fees prepaid, or (iii) 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:
14.1.1. Notices to Redflex:
Redflex Traffic Systems, Inc.
23751 North 23rd Avenue
Phoenix, AZ 85027
Attention: Program Management
14.1.2. Notices to the City:
City of Round Rock, Texas
221 East Main Street
Round Rock, TX 78664
Attention: City Manager
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and to:
City Attorney
309 East Main Street
Round Rock, TX 78664
Attention: Stephan L. Sheets
SECTION 15
DISPUTE RESOLUTION
15.1. Informal Resolution; Mediation. 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 15, 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 mediation. Any costs
and fees, other than attorneys' fees, associated with the mediation shall be shared equally by the
parties.
15.2. No Arbitration. The City and Redflex hereby expressly agree that no claims or disputes
between the parties arising out of or relating to this Agreement or a breach thereof shall be
decided by any arbitration proceeding, including without limitation any proceeding under the
Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
15.3 Prevailing Party. In the event of any conflict, claim or dispute between Redflex and the
City affecting, arising out of or relating to the subject matter of this Agreement, the prevailing
party shall be entitled to receive from the non -prevailing party all attorneys' fees. Attorneys'
fees shall be assessed by a court and not by a jury, and shall be included in any judgment
obtained by the prevailing party.
SECTION 16
NON -APPROPRIATION AND FISCAL FUNDING
16.1. This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any of the
City's fiscal years if the governing body of the City does not appropriate funds sufficient to
purchase the services as determined by the City's budget for the fiscal year in question. The City
may effect such termination by giving Redflex a written notice of termination at the end of its
then -current fiscal year, subject to the terms and conditions set forth in Section 11.1 of this
Agreement.
SECTION 17
GRATUITIES AND BRIBES
17.1. The City may, by written notice to Redflex, cancel this Agreement without liability owed
to Redflex if it is determined by the City that gratuities or bribes in the form of entertainment,
gifts, or otherwise were offered or given by Redflex or its agents or representatives to any City
officer, employee or elected representative with respect to the performance of this Agreement.
In addition, Redflex may be subject to penalties stated in Title 8 of the Texas Penal Code.
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SECTION 18
TAXES
18.1. The City is exempt from federal excise and state sales tax; therefore, tax shall not be
included in any of Redflex's charges.
SECTION 19
INSURANCE
19.1. Redflex shall meet or exceed all requirements as stated in Attachment A entitled "City of
Round Rock Insurance Requirements" for Designated Intersection Approaches which are located
in City of Round Rock rights-of-way, and shall meet or exceed all requirements as stated in
Exhibit G: Paragraph U for Designated Intersection Approaches which are located in TxDOT
rights-of-way.
SECTION 20
INTERLOCAL COOPERATIVE CONTRACTING / PURCHASING
20.1. Authority for local governments to contract with one another to perform certain
governmental functions and services, including but not limited to purchasing functions, is
granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts,
Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter
F, Section 271.101 and Section 271.102.
20.2. Other governmental entities within the State of Texas may be extended the opportunity to
purchase off of the City of Round Rock's bid, with the consent and agreement of the successful
vendor(s) and the City of Round Rock. Such consent and agreement shall be conclusively
inferred for the vendor from lack of exception to this clause in the vendor's response. However,
all parties indicate their understanding and all parties hereby expressly agree that the City of
Round Rock is not an agent of, partner to, or representative of those outside agencies or entities
and that the City of Round Rock is not obligated or liable for any action or debts that may arise
out of such independently -negotiated "piggyback" procurements.
SECTION 21
DESIGNATED REPRESENTATIVE FOR CITY
21.1. The City hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
David Bartels
Planning and Programs Administrator
2008 Enterprise Drive
Round Rock, TX 78664
512-671-2760
dbartels@round-rock.tx.us
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SECTION 22
RIGHT TO ASSURANCE
22.1. Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
SECTION 23
DEFAULT
23.1. Redflex shall be declared in default of this Agreement if it does any of the following:
23.1.1. Fails to make any payment in full when due;
23.1.2. Fails to fully and timely perform any of its material obligations hereunder;
23.1.3. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
23.1.4. Becomes insolvent or seeks relief under U.S. bankruptcy laws.
SECTION 24
MISCELLANEOUS PROVISIONS
24.1. Assignment and Delegation. This Agreement shall be binding upon and inure to the
benefit of the City and Redflex and their respective successors and assigns; provided, however,
that no right or interest in this Agreement shall be assigned and no obligation shall be delegated
by Redflex without the prior written consent of the City. Any attempted assignment or
delegation by Redflex shall be void unless made in conformity with this Section 24.1. This
Agreement is not intended to confer rights or benefits on any person, firm or entity not a party
hereto, it being the express intention of the parties that there be no third party beneficiaries to this
Agreement.
24.2. Independent Contractor Relationship of Redflex and the City. 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 of Redflex to the City
shall be that of independent contractor, and nothing contained in this Agreement shall create the
relationship of principal and agent or otherwise permit either party to incur any debts or liabilities or
obligations on behalf of the other party (except as specifically provided herein).
24.3. Audit Rights. Each of the 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 seventy-two (72) hours' prior notice to the Audited Party, at mutually convenient
26
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 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, the
non -Audited Party shall promptly refund to the Audited Party the amount of the excess.
24.4. 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 of 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, and mitigation is required.
24.5. 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, duly authorized for the City by action of the governing body or
city manager, and for Redflex by the entity with legal authority to bind it.
24.6. 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.
24.7. 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.
24.8. 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.
24.9. 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.
24.10. 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
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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.
24.11. 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.
24.12. Remedies Cumulative. Each and all of the several rights and remedies provided for in
this Agreement shall be construed as being cumulative and no one of them shall be deemed to be
exclusive of the others or of any right or remedy allowed by law or equity, and pursuit of any one
remedy shall not be deemed to be an election of such remedy, or a waiver of any other remedy.
24.13. Binding Effect. This Agreement shall inure to the benefit of and be binding upon each of
the parties hereto and their respective executors, administrators, successors and permitted
assigns.
24.14. Stop Work Notice. The City may issue an immediate Stop Work Notice in the event
Redflex is observed performing in a manner that is in violation of federal, state or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, Redflex will cease all work until notified by the City that the violation or
unsafe condition has been corrected. Redflex shall be liable for all costs incurred by the City as
a result of the issuance of such Stop Work Notice.
24.15. Compliance with Laws. Notwithstanding anything herein to the contrary, 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.
24.16. 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.
24.17. Applicable Law. This Agreement shall be governed by and construed in all respects
solely in accordance with the laws of the State of Texas, United States.
24.18. Jurisdiction and Venue. This Agreement is performable in Round Rock, Texas, and any
dispute arising out of or in connection with this Agreement shall be submitted to the exclusive
jurisdiction and venue of the courts located in Williamson County, Texas, and both parties
specifically agree to be bound by the jurisdiction and venue thereof.
24.19 Advertising. Redflex shall not advertise or publish, without the City's prior written
consent, the fact that the City has entered into this Agreement, except to the extent required by
law.
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24.20 Interpretation. This Agreement is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the
parties or course of performance or usage of the trade shall be relevant to supplement or explain
any term used in the Agreement. Although the Agreement may have been substantially drafted
by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to
both parties, reading no provisions more strictly against one party or the other. Whenever a term
defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in this
Agreement, the UCC definition shall control, unless otherwise defined in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first set forth above.
"City"
"Redflex"
CITY 0 ROUND
U�ND ROCK, TEXAS REDFLEX TRAFFIC S STEMS, INC.
j
By: �p/By:
Name: Nat tt/K OA w Name:
Title: oY' Title:
Date Signed: t 12 ( Date Signed:
29
EXHIBIT A
Designated Intersection Approaches
Locations
A. This Agreement is for the implementation of a minimum of four (4) Designated
Intersection Approaches initially, with additional approaches allowed to be added within the
scope of this Agreement if mutually agreed by both parties.
B. Targeted initial Designated Intersection Approach locations are as follows:
1. IH 35 & SH 45
2. US 79 & MAYS STREET
3. IH 35 & RM 620
4. IH 35 & OLD SETTLERS BOULEVARD
5. LOUIS HENNA BOULEVARD & GREENLAWN BOULEVARD
6. US 79 & RED BUD LANE
7. RM 620 & DEEPWOOD DRIVE
8. IH35&US79
9. IH 35 & HESTER'S CROSSING
10. US 79 & GEORGETOWN STREET
The parties expressly acknowledge that such "targeted initial Designated Intersection
Approach locations" result from preliminary projections, and are subject to review on the basis
of new data, and are subject to re -ordering and/or deletion from the list. The parties expressly
acknowledge their understanding that the list of such "targeted initial Designated Intersection
Approach locations" is not exclusive and/or exhaustive, that other locations may be added to the
list, and that the list is not in priority order.
Identification of enforced Designated Intersection Approaches will be based on mutual
agreement between Redflex and the City as warranted by community safety and traffic needs.
The City and Redflex agree to mutually evaluate and approve intersections suitable for
installation. The parties expressly agree that final approval is the province of the City.
The City will make all reasonable efforts to provide the list of proposed Designated
Intersection Approach locations under consideration to the designated Redflex Project Manager
prior to formal project kick-off.
C. Approved Designated Intersection Approaches can be installed with a digital Photo Red
Light Enforcement Systems under the Agreement provided that:
1. Permits can be obtained;
2. Right-of-way clearance permits installation;
3. Underground or overhead obstructions or limitations do not prevent conventional
infrastructure installation; and
4. Position of Redflex system will permit clear view of the vehicle license plate as
necessary to capture images of the vehicle and vehicle license plate.
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EXHIBIT B
General Construction and Installation Obligations
A. Timeframe for Installation: Fixed Photo Red Light System
1. Redflex will have each specified approach installed and activated in phases in
accordance with an implementation plan to be mutually agreed to by Redflex and the City.
Redflex shall complete site analysis within thirty (30) days of the City issuing its Notice to
Proceed.
2. Redflex shall submit a Project Work Plan with implementation timeline for the
entire project, and such Project Work Plan shall describe the project management methodology
and activities needed to complete total project implementation. Unless otherwise directed by the
City, the Project Work Plan shall be presented in chart form, shall indicate weekly and monthly
activities in support of the implementation including quality control reviews and participation of
subcontractors, and shall provide milestones, anticipated completion dates and all events
required.
3. Redflex will use reasonable commercial efforts to install the System in
accordance with the schedule set forth in the implementation plan.
4. Redflex will use reasonable commercial efforts to install and activate the first
specified Designated Intersection Approach within sixty (60) days subsequent to formal project
kick-off and receipt of the required City -approved program business rules. The City agrees that
the estimated timeframe for installation and activation may be subject to conditions beyond the
control of Redflex and are not guaranteed.
5. In order to provide the City with timely completion of the Photo Red Light
Enforcement System, Redflex requires that the City assist with obtaining timely approval of
permit requests. The City acknowledges the importance of the safety program and undertakes
that in order to keep the project on schedule the City will provide engineering review(s) of
Redflex permit requests and all documentation in a timely manner.
B. Redflex's Obligations.
Redflex shall do or cause to be done each of the following (in each case, unless otherwise
stated below, at Redflex's sole expense):
1. Appoint the Redflex Project Manager and a project implementation team;
2. Request of the City's traffic engineer any current "as -built" electronic engineering
drawings (if such exist) for the Designated Intersection Approaches (the "Drawings");
3. Develop and submit Project Work Plan with implementation timeline, as required
above;
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4. Develop and submit to the City for approval construction and installation
specifications in reasonable detail for the Designated Intersection Approaches, including but not
limited to relevant specifications for all required Equipment;
5. 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;
6. Finalize the acquisition of the Approvals;
7. Develop the Photo Red Light Violation Criteria in consultation with the City and
subject to the approval of the City;
8. Develop the Enforcement Documentation for approval by the City;
9. Complete the installation and testing of all necessary Equipment, including
hardware and software, at the Designated Intersection Approaches;
10. Cause an electrical subcontractor to complete all reasonably necessary electrical
work at the Designated Intersection Approaches, including but not limited to the installation of
all related Equipment, which work shall be performed in compliance with all applicable local,
state and federal laws and regulations;
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;
12. Implement the use of the Redflex System at each of the Designated Intersection
Approaches;
13. Perform Citation processing and Citation issuance/re-issuance for Authorized
Violations;
14. Interact with City 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, administrative hearings, and judicial proceedings, and coordination
between Redflex, the City and, if directed by the City, with juvenile court personnel.
C. The City's Obligations.
The City shall do or cause to be done each of the following (in each case, unless
otherwise stated below, at the City's sole expense):
1. Appoint the Project Manager;
2. Assist Redflex in obtaining the Drawings from the relevant Governmental
Authorities;
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3. Notify Redflex of any specific requirements relating to the construction and
installation of any Designated Intersection Approaches or the implementation of the Photo Red
Light Enforcement Program;
4. 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 City;
5. Assist Redflex in seeking the Approvals;
6. Provide reasonable access to the City'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 Enforcement Program;
7. Provide reasonable access to the personnel of the City and reasonable information
about the specific operational requirements of such personnel for the purposes of performing
training;
8. Assist Redflex in developing the Photo Red Light Violation Criteria;
9. Seek approval of the Enforcement Documentation;
10. The City shall provide at an agreed-upon frequency, without cost to Redflex,
reports regarding the adjudication of violations, and available collision data, in such format and
for such periods as are mutually agreed;
11. Yellow Light Timing Review: The City is responsible to ensure that the yellow or
amber light phase timing at all photo enforced Designated Intersection Approach locations meets
minimum standards according to federal, state, and local laws, guidelines, and/or rules;
12. The City is responsible for all computer hardware, web browsers, and high speed
internes access necessary to operate the System.
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EXHIBIT C
General Maintenance and Support Requirements
A. All repair and maintenance of the Photo Red Light Enforcement System 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.
B. Redflex shall not open the Traffic Signal Controller Boxes. Any connection to Traffic
Signal Controller Boxes shall be performed by the City's Traffic Signal Shop.
C. 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.
D. Redflex shall assign specific personnel to provide follow-up assistance to the City in the
form of the HELPDESK, a designated Customer Service Representative and a Director of
Accounts.
E. As a customer service requirement, Redflex shall assist the City in developing and
establishing clear written protocols (for final approval by the City) for handling citizen
complaints.
F. As a customer service requirement, Redflex shall maintain a toll-free telephone number,
with assistance in English and Spanish, at a minimum between the hours of 8:00 am and 5:00 pm
local time, Monday through Friday, to assist in resolving citizen inquiries for frequently asked
questions and/or complaints made concerning the use of red light camera enforcement
technology.
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EXHIBIT D
Functional and Technical Requirements
A. Redflex must provide and maintain a robust, fully web -enabled and secure Violation
notice processing system with viewing capability for designated City departments (e.g. Police,
Municipal Court) and violators. Redflex guarantees 99% uptime to account for downtime,
maintenance and system upgrades. No more than 87.6 hours per year will be used for
maintenance and system upgrades. The Redflex back end system operates between 6 am and
midnight, Monday through Saturday, and Redflex will conduct routine maintenance from time to
time that will result in planned system outages. Planned outages are currently scheduled
between 8 am and 5 pm Sunday.
B. Redflex must review data prior to providing access to chargeable Violations via a secure
website to the Round Rock Police Department or designated City departments, for review and
authorization of Violation notices by electronic signature for those events that meet specified
criteria.
C. Violation Notices, Administrative Hearing Information and Appeals: Redflex is
responsible for the mailing of duly authorized initial, second and final violation notices to
vehicle owners for payment pursuant to Photo Red Light Violation criteria and Enforcement
Documentation criteria approved by the City, as well as electronic filing of notices with images
to the appropriate City department. Redflex is responsible for providing an administrative
hearing scheduling process accessible to a person requesting a hearing via internet, telephone or
mail request, and mailing notices for the hearings to persons requesting a hearing. Redflex is
also responsible for mailing notices required after such hearings. The City is responsible for
scheduling hearings and mailing notices for hearings for appeals from administrative hearings.
D. Violation notice processing system should include data processing, screening of data,
prompt delivery of data to the appropriate City department for violation review and violation
notice authorization, violation notice mailing and electronic data transfer to the City's software
application system.
E. Payments: Redflex will provide payment processing and collection functions. Redflex
must provide methods for a person to make payments via the internet, by telephone or by mail.
F. Redflex will be required to participate in development of a public information and
community outreach campaign that is approved by the City.
G. Statistical Reporting. In support of the City's project evaluation activities, Redflex shall
provide a Microsoft compatible monthly program summary to the City that will include, at a
minimum, the following metrics:
1. Number of events recorded, by Designated Intersection Approach and in total.
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2. Number of events not billable (including breakout of controllable and non-
controllable events lost) by Designated Intersection Approach and in total.
3. Number of events forwarded to the Police Department or designated City
department for review.
4. Number of violation notices authorized and mailed, by month of issuance.
5. Number of violation notices not mailed because the owner's mailing address
could not be obtained.
H. The system must capture a set of three (3) images of the violation event.
1. The first image shall clearly show the scene, including the red signal and a clear
view of the vehicle with its front tires behind the stop line, prior to committing a violation.
2. The second image shall clearly show the scene, including the red signal and a
clear view of the vehicle with its front tires past the stop line.
3. The third image shall clearly show a close-up view of the violating vehicle's rear
license plate.
I. From point of data capture, all camera photos and accompanying video sequences must
be capable of secure storage and transmission and capable of maintaining a secure chain of
evidence.
J. Violation detection and camera triggering must be able to utilize a range of detection
technologies, including standard embedded sensors and/or standard video image vehicle
detection systems.
K. Devices must be plug and play with modular connections. No re -wiring, soldering or
splicing will be accepted.
L. Redflex is responsible for insuring, maintaining, repairing and replacing damaged
equipment. Damaged equipment shall be replaced within seven (7) calendar days.
M. Redflex shall provide a data archiving solution using a rules -based approach (e.g. time
intervals, file sizes, file types, number of records, laboratory discipline, etc.)
N. The data archiving solution shall allow a user with appropriate privileges to define
datasets to be archived, retention periods for current and archived data, and the day and time of
archival.
0. The archiving solution shall enable citation data storage and retrieval for a period of three
(3) years.
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P. The application shall include a method of purging archived data from the production
database(s).
Q. The distribution of data shall minimize the amount of data sent over the WAN.
R. The application shall be able to run in a VLAN environment.
S. The application shall be able to run in a switched network environment.
T. The application shall be able to run in an environment that uses 100MB connections for
back -end systems.
U. The application shall be able to run in a Windows XP or Windows 7 Operating System
and Internet Explorer Browser version 8 and higher.
V. TCP/IP common transmission and management protocol must be used as the sole
network protocol for both LANs and WANs.
W. The System shall ensure application and network security when sharing data among
external agencies.
X. The application's client must run over a broadband link.
Y. The application must use NTP for a traceable time stamp, which is applied to various
transactions or key events.
Z. Redflex shall use standard DNS for identifying all computers in the system.
AA. The system shall monitor traffic using SNMP.
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EXHIBIT E
System Requirements
The System must be capable of, at a minimum, the following:
A. Simultaneously monitoring up to four (4) lanes of traffic (including turn lanes) traveling
in the same direction.
B. Cameras shall provide legible digital images of the rear license plates (one photograph)
of the violating vehicle and at least twelve seconds of recorded video of the violation. Redflex
must also provide a sufficient number of cameras to capture all necessary information to
prosecute violators. The System shall be capable of recording the length of time between
photographs or, in the alternative, time stamp each photograph. The System shall also record the
date, time of day, time the light has been red, and the length of time elapsed between the takings
of the photographs. The System shall also be capable of recording violations at all times of day
or night and during varying weather conditions.
C. The data bar on image one shall display the following: (1) legible and easily read date;
(2) time of day expressed in military time; (3) lane number in which violation occurred; (4)
Photo Number 1; (5) violation number; (6) amount of time the traffic signal light was red when
the violation occurred; (7) amount of time the amber traffic signal light was illuminated, with
pre -insertion into data bar not being acceptable; (8) delay time into the red phase if any was
programmed into the system; (9) speed of violator; and (10) location name and/or code number.
D. The data bar on images two and three shall display the following: (1) legible and easily
read date; (2) time of day expressed in military time; (3) lane number in which violation
occurred; (4) Photo Number 2 or Photo Number 3, as appropriate; (5) same violation number as
image one connecting the images; (6) amount of time the traffic signal light was red when the
ensuing image was captured; (7) amount of time the amber traffic signal light was illuminated,
with pre -insertion into data bar not being acceptable; (8) delay time into the red phase if any was
programmed into the system; (9) interval time between the images; and (10) location name
and/or code number.
E. Recording red light violations with City -specified minimum speed and time delay
requirements, either of which may be zero.
F. Providing at least twelve seconds of full -motion video imaging of each violation. At
least three (3) frames of color images shall be printed on the citation, including one showing the
vehicle prior to entering the intersection (with the signal light red from the driver's view), one
showing the vehicle in the intersection with the signal light still red, and another showing a
close-up view of the vehicle's rear license plate.
G. Maintaining a secure and complete log of all system events, including every change of
status and user intervention of any type or security level. The host log file for each violation
cannot be edited or erased. Security access levels are to be user specified and multi-level. All
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failed attempts to log in will be recorded. Events are to be time -stamped to the nearest
millisecond.
H. Under normal operation, images are to be transmitted electronically, on a daily basis.
Once transmitted and verified, the violation recorded is automatically removed from the roadside
and sent to a central processing facility where violation records are received. Redflex must
provide software that will enable reviewing officers to verify, select, compose and approve the
citation.
I. Redflex must permit on-site inspections of property, personnel, financial and other
records and reports as may be required by the City. Complete violation and citation records shall
also be available for police and court review. The records must also be exported for display.
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EXHIBIT F
Security Requirements
A. All data transmission must be encrypted to ensure data integrity using a "chain of
custody" methodology (a chain of custody is the process of validating how any kind of evidence
has been gathered, tracked and protected on its way to a court of law). This includes all
transmissions from the cameras to the Application Service Provider (ASP), ASP to the City, and
any other transmission over the Internet.
B. All system logging shall be made available to the City via a secure connection (VPN,
SSL, etc.) upon request.
C. The ASP is responsible for all system security and for any breaches in that security.
D. The ASP must maintain uptime (full operation) unless otherwise excused upon
commercially reasonable agreement by the parties.
E. The ASP is responsible for the security of the data. Any security breaches must be
reported to the City within six (6) hours.
F. The ASP must have an annual security audit done by a third party and must present the
summary report of the findings to the City, and such summary report may not have any
confidential information. The ASP must pass the audit.
G. The City shall retain the right to conduct a security audit to ensure security compliance at
any time. If found to be out of compliance, Redflex shall have 24 hours after notification to
bring the System into compliance.
H. A breach of security is defined as citizen data being exposed to non -City and non -ASP
personnel.
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EXHIBIT G
Specific Installation and Maintenance Requirements
Redflex shall comply with the following specific installation and maintenance
requirements:
A. Vehicle detection may be non-invasive (above ground only). A vehicle detection system
using digital video without a minimum speed for detection is preferred. Installation will be
accomplished without interfering with existing roadway surfaces, unless approved in writing by
the City or TxDOT prior to any performance of work. The City may consider minimally
invasive vehicle detection (below ground) that is approved for use by TxDOT and the City.
B. Redflex shall install the System at sites chosen by the City. Although the City will be
responsible for site selection, it will seek Redflex's assistance for site analysis recommendations
and assistance in the final selection.
C. Redflex shall install the System on its own newly installed poles. The poles shall be
required to have the following characteristics: (i) minimum of eight (8) feet to maximum of
twelve (12) feet from ground level to the base of the mounted camera housing; (ii) secure
installation to the ground mounting surface; (iii) available access to requisite conduit feed; and
(iv) crashworthy or protected by other means including but not limited to breakaway mounting.
D. The System shall in no way interfere with the cycling, timing or sequencing of traffic
signals. Power for the System is to be provided independently of the traffic signal metered
service for all rights-of-way. Power will not be provided from the traffic signal cabinet for all
rights-of-way. Redflex shall be responsible for obtaining power from the appropriate utility, and
be solely responsible for utility costs to power the System for all rights-of-way. All applicable
elements of the installed System shall meet or exceed requirements identified in Manual on
Uniform Traffic Control Devices (MUTCD), 2003 Edition with Revision Number 1
incorporated, dated November 2004.
E. All sensor placements and timing sequences shall be approved by the City's Public
Works and Traffic Engineers. Redflex shall install the poles, sensors and camera systems under
the supervision of the City's Public Works Department and in accordance with all current
standards. Redflex shall be responsible for submitting any plans as prescribed by City Code,
obtaining all necessary permits and adhering to all applicable City of Round Rock rules and
TxDOT regulations, signage, building construction standards, and state and federal guidelines.
F. Locating of underground facilities, prior to construction, shall be the responsibility of
Redflex.
G. All operating, maintenance and repair costs shall be the responsibility of Redflex. This
includes any damages to equipment in the field due to severe weather, vehicle collisions, or
vandalism.
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H. The System shall be capable of continuous remote monitoring to determine proper
operation. Redflex shall perform remote status checks and camera monitoring at least twice
daily. The System must automatically notify appropriate personnel of any System failure or
other problem that would cause the System to be inoperable. Redflex will then be required to
respond and repair any report of a malfunctioning System within 24 hours of receiving notice.
No existing traffic signal system's telemetry shall be used for conveyance of any System
information, reports, or failure notification.
I. Redflex shall perform scheduled maintenance on the System not less than once each
month, and Redflex's staff shall certify all System testing. All reports detailing such testing,
maintenance and repair must be maintained by Redflex and made available to the City upon
request.
J. Redflex shall give the Public Works Department and/or TxDOT, as the situation requires,
prior notice, 24 hours in advance, that work will be performed prior to visiting any of the
installed locations. Redflex shall notify Public Works and/or TxDOT, as the situation requires,
at the time work crews arrive at the intersection to begin work and also at the time the crews
leave the intersection. This includes work performed outside of the traffic signal controller
cabinet.
K. Each camera system must be capable of performing internal calibration checks for
accuracy and functionality. Evidence of such testing must be imprinted on the digital camera
image. Redflex must produce affidavits attesting to the dates and times of successful internal
calibration checks and other systems checks for use by the City's officers and judges. Test
failures must prevent further operation of the incapacitated unit. The internal test should provide
a visual and/or auditory signal that clearly indicates the digital camera system's operational
accuracy or lack thereof. Redflex will notify the City of any malfunctions in any of the installed
systems immediately upon their discovery.
L. All imaging equipment, computer equipment and other associated equipment shall be
new and state-of-the-art. The City reserves the right to reject equipment that does not meet
current market standards.
M. Redflex's equipment shall be compatible with the City's traffic controller cabinets and
the International Municipal Signal Association (IMSA) standard cable requirements.
N. Redflex shall use isolation relays or equivalents to protect traffic signal equipment from
noise, transient voltage, and any related remote interconnect or interference problems in
accordance with the National Electric Manufacturer's Association (NEMA) standard.
O. Redflex's System shall provide a convenient means of disconnecting it from the traffic
signal system. The City shall retain the right to disconnect Redflex's System from the traffic
signal system when, in the opinion of the City, it is in the City's best interest to do so for
purposes of maintenance, repair, troubleshooting or other reasons related to the proper operation
of the traffic signal system.
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P. Redflex's camera System shall monitor status of the traffic signal via field terminals
(120VAC).
Q. Video streams and intersection data shall be transmitted securely from the intersection to
the processing facility in near real time, without human intervention. In the event of
transmission or communications failure, the intersection equipment shall be capable of storing at
least a full day's complete violation records; in such case, the data shall be manually retrieved
daily in the field.
R. Redflex shall obtain all required permits, licenses, and insurance required for the
completion of the installation of the System.
S. If "as built" drawings of the intersection traffic signal hardware in place are available, the
City will provide copies to Redflex. Drawings are not to scale and shall not be used to locate
signal conduit or other utility locations.
T. Redflex shall prepare detailed plans for installation, along with a "footprint" of
equipment installed, of the System that will be approved by the City and/or the Public Works
Department prior to installation. Such plans shall become the property of the City and shall be
prepared by an appropriately licensed professional engineer in the State of Texas. Before the
final activation, each installation and its operation must be approved for activation by the City.
U. Before beginning any work on State of Texas rights-of-way, Redflex shall provide the
State (TxDOT's Construction Division) with a fully executed copy of the State's Form 1560, a
certificate of insurance form relevant for providers selected to perform roadway construction and
maintenance). Said Certificate of Insurance shall verify the existence of coverage in the amounts
and types specified on the certificate of insurance for all persons and entities working on State
rights-of-way. The coverage shall be maintained until all work on the State rights-of-way is
complete. If coverage is not maintained, all work on the State rights-of-way shall cease
immediately. Additional relevant information can be found at the following link:
http://www.txdot.gov/business/contractors consultants/contractor insurance.htm.
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EXHIBIT H
Training Requirements
At no additional cost, Redflex shall provide training (including all training materials) for
up to five (5) City personnel in each category listed below. Manuals shall also be provided in an
electronic format. A follow-up training session shall be conducted two months after initial
program start up.
The training shall include but not be limited to:
A. Equipment orientation
B. Centralized and in -field training
C. Familiarization with the software programs used for citation processing
D. Familiarization with Redflex's customer service
E. Expert witness training
F. Point of contact and operational needs
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EXHIBIT I
Scope of Work Requirements
A. Redflex will mail the initial correspondence advising of a violation, a second notice and a
final notice, and will be responsible for all expenses, including but not limited to obtaining
names/addresses, letter, return envelope, envelope, postage, instruction sheets and affidavits.
1. Redflex will research to find the name and address of registered owners, to
include all states in addition to Texas.
2. Redflex will endeavor to secure registered owner data (manually and/or
electronically) from Mexico. Redflex shall provide the City a status report of Redflex's efforts
to secure registered owner data biannually. Such efforts will continue until the City and Redflex
mutually agree to cease research of Mexican registered owner auto data.
B. Correspondence will be sent first class through the U.S. Postal system within five (5)
calendar days of the date the violation was authorized, and shall include the following:
1. Letter with text and graphics (which may include color) developed or approved by
the City on 8.5" x 14" paper using letterhead (which may include color) designed or approved by
the City. Text shall be no smaller than 8 point and shall be printed on two sides. The letter must
also be able to be perforated for tear -off of the return portion for proper application of payment.
2. If the registered owner is cited for more than one violation, a letter must be
produced for each violation. Each violation constitutes a separate filing. Multiple violations for
single license plates are to be listed separately.
3. A picture taken at the intersection clearly showing the license plate shall be part
of the letter and not a separate page. The picture must be a format that maintains quality but
minimizes storage.
4. The City will approve the layout and wording of all envelopes. A return envelope
addressed to the Redflex payment center labeled "Round Rock Automated Red Light
Enforcement" shall be included with each letter. The return envelope shall have printing
indicating the Red Light Violation (in the color red). Under no circumstances will the return
envelope include pre -paid postage.
5. An affidavit of non -liability which includes the explanation of and the penalty for
providing false information to a court of law shall be made available on the website or by mail.
6. Redflex shall make available mailed correspondence electronically for viewing by
the City on or before System start-up or not later than six months from the effective date of this
Agreement.
7. Redflex will provide Spanish language interpretation services and will include a
toll-free telephone number and explanation of the service on the front of each notice to enable
Spanish speaking violators to access those services. The explanation shall be in Spanish.
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C. Redflex shall maintain an AFTP site for data transfer. Redflex must coordinate with the
appropriate City department for development of an interface to receive data. Redflex shall pay
for any and all costs incurred to fully transmit and receive data from the City's system. Payment
of all costs associated with the interface will be paid by Redflex including billable staff time and
resources for interface development, if needed (development, testing, and implementation). The
City expects one daily transfer each business day. The case will be considered "filed" upon the
City's receipt of the data. No "case" shall be filed that does not include a registered owner and
address. If there is no registered owner of the vehicle, no case is to be filed.
mailed.
1. Data shall include:
(a) Name and address of registered owner(s). Redflex may currently list
second owner's name on the same line as the first owner's name; however,
Redflex shall list second owner's name in a separate field no later than one
year after execution of this Agreement.
(b) License plate number, along with make/model of vehicle.
(c) Violation date and time.
(d) Violation location.
(e) Amount due.
(f) Date of letter.
(g) Due (appearance) date.
2. Copy of the letter mailed to the registered owner.
3. Copy of pictures sent to the registered owner.
4. Data is to be provided daily on Redflex's SFTP site.
5. Data must be ready to download to the City by midnight the day the notice is
D. Redflex shall provide the City with all applicable documents required for an
administrative hearing or appeal, including but not limited to:
1. Affidavits regarding the reliability of the Red Light System (including any
calibration certifications, and date last testing was completed).
2. Information of notice by Court to Redflex's single point of contact, via email
within five (5) business days.
3. Copies of any documents and correspondence sent by the violator.
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E. Redflex shall designate a single point of contact for the City for use in emergency
situations, with telephone number and email address. Such point of contact shall be available 24
hours per day, seven days per week.
F. Required Reports:
1. Monthly report on number of violations forwarded to the City for review.
2. Monthly report on number of "non -accepted" violations reviewed by the City for
which letters are not sent due to inability to locate registered owner name and/or address, along
with the reason code of non-acceptance.
3. Monthly report on number of vehicles for which Redflex was unable to obtain
registered owner and address information.
4. Daily report of the number of letters sent to violators, for purposes of comparison
with City records.
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EXHIBIT J
Violation Processing Requirements
Violations shall be processed as follows:
A. All Violations Data shall be stored on the Redflex System;
B. 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;
C. The Redflex Photo Red Light Enforcement System will be accessible by Authorized
Employees 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.
D. Redflex shall provide the Authorized Employee with access to the Redflex System for the
purposes of reviewing the pre-processed Violations Data within seven (7) days of the gathering
of the Violations Data from the applicable Designated Intersection Approaches.
E. The City shall cause the Authorized Employee to review the Violations Data and to
determine whether a Citation shall be issued with respect to each Potential Violation captured
within such Violations 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 HAVE THE ABILITY
OR AUTHORIZATION TO MAKE A CITATION DECISION.
F. With respect to each Authorized Violation, Redflex shall print and mail a Citation within
five (5) days after Redflex's receipt of such authorization.
G. Redflex shall provide a toll-free telephone number for the purposes of answering citizen
inquiries.
H. Redflex shall permit the Authorized Employee to generate reports using the Redflex
Standard Report System.
I. Upon Redflex's receipt of a written request from the City and in addition to the Standard
Reports, Redflex shall provide, without cost to the City, 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 City in such
format and for such periods as directed by the City.
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J. During the six (6) month period following the Installation Date and/or upon Redflex's
receipt of a written request from the City at least fourteen (14) calendar days in advance of any
administrative hearing or court proceeding, Redflex shall provide expert witnesses for use by the
City in prosecuting Violations; provided, however, the City shall use reasonable best efforts to
seek judicial notice in lieu of requiring Redflex to provide such expert witnesses.
K. During the three (3) month period following the Installation Date, Redflex shall provide
such training to City personnel as shall be reasonably necessary in order to allow such personnel
to act as expert witnesses on behalf of the City with respect to the Photo Red Light Enforcement
Program.
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EXHIBIT K
Back Office Collections; Compensation
A. Redflex shall be responsible for processing all payments through its lockbox for the
City's Red Light Camera Enforcement Program;
B. Redflex shall provide multiple payment options as determined and agreed by the parties
in the business rules developed in conjunction with this Agreement;
C. Redflex shall provide procedures for handling payments received that require additional
investigation and research, and such procedures shall include but not be limited to overpayments,
chargebacks and unapplied payments;
D. Redflex shall provide payment collections services as required by Section 6.3 of this
Agreement, and procedures for collections shall be as determined and agreed by the parties in the
business rules developed in conjunction with this Agreement;
E. Redflex's invoices shall be mailed to the following: Finance Department, City of Round
Rock, 221 East Main Street, Round Rock, TX 78664. As a prerequisite to being paid, Redflex's
invoices shall include a reconciliation of the lockbox account on a monthly basis, detailing gross
receipts, bank service charges, merchant fees, and any other transactions posting to the account.
F. Redflex shall provide a monthly cumulative aging schedule, detailed by Designated
Intersection Approach, for amounts due to the City. Such aging shall provide a separate category
for Penalties (as defined in the Agreement), Late Payment Fees (as defined in the Agreement),
and any fee adjustments or write-offs. The required report shall be prepared by Redflex in
sufficient detail to allow the City to determine that all payments have been properly allocated.
G. Redflex shall provide other financial reports to the City, upon request.
H. In the business rules developed in conjunction with this Agreement, Redflex and the City
shall each designate a contact person for payments processing, customer service, and collections
issues.
I. Redflex shall deposit into the City's bank account Gross Receipts received in accordance
with Section 2.1.3 of the Agreement.
J. The City acknowledges that there is a convenience fee for customers paying online that
will be a direct passthrough to Redflex.
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EXHIBIT L
Miscellaneous Rights and Obligations
Redflex and the City shall respectively have the additional miscellaneous rights and
obligations set forth below:
A. Redflex shall assist the City 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 Photo Red Light Enforcement Program.
B. The City shall not access the Redflex System or use the Photo Red Light Enforcement
Program in any manner other than as prescribed by law and which restricts or inhibits any other
Person from using the Redflex System or the Redflex Photo Red Light Enforcement Program
with respect to any Designated Intersection Approaches constructed or maintained by Redflex
for such Person, or which could damage, disable, impair or overburden the Redflex System or
the Redflex Photo Red Light Enforcement Program, and the City 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 City by means of hacking, password mining or any other
method whatsoever, nor shall the City cause any other Person to do any of the foregoing.
C. The City shall maintain the confidentiality of any username, password or other process or
device for accessing the Redflex System or using the Photo Red Light Enforcement Program.
D. Redflex and the City 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 City shall obey
any and all such rules and regulations.
E. The City shall promptly reimburse Redflex for the cost of repairing or replacing any
portion of the Redflex System, or any property or equipment related thereto, which the City is
adjudged to have damaged directly or indirectly, or which the City is found to be liable for the
actions of any of its employees, contractors or agents.
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ATTACHMENT A
CITY OF ROUND ROCK
INSURANCE REQUIREMENTS
RELATIVE TO AGREEMENT WITH REDFLEX
1. INSURANCE: The Vendor shall procure and maintain at its sole cost and expense, for
the duration of the contract or purchase order resulting from a response to this
bid/specification, insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of the work as a result of
this bid by the successful bidder, its agents, representatives, volunteers, employees or
subcontractors.
1.1. Certificates of insurance and endorsements shall be furnished to the City and
approved by the City before work commences.
1.2. The following standard insurance policies shall be required:
1.2.1. General Liability Policy
1.2.2. Automobile Liability Policy
1.2.3. Workers Compensation Policy
1.3. The following general requirements are applicable to all policies:
1.3.1. Only insurance companies licensed and admitted to do business in the
State of Texas shall be accepted.
1.3.2. Deductibles shall be listed on the certificate of insurance and are
acceptable only on a per occurrence basis for property damage only.
1.3.3. Claims made policies shall not be accepted, except for Professional
Liability Insurance.
1.3.4. Upon request, certified copies of all insurance policies shall be furnished
to the City.
1.3.5. Policies shall include, but not be limited to, the following minimum limits:
1.3.5.1. Minimum Bodily Injury limits of $300,000.00 per
occurrence.
1.3.5.2. Property Damage Insurance with minimum limits of
$50,000.00 for each occurrence.
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1,3.5.3. Automobile Liability Insurance for all owned, non -owned,
and hired vehicles with minimum limits for Bodily Injury
of $100,000.00 each person, and $300,000.00 for each
occurrence, and Property Damage minimum limits of
$50,000.00 for each occurrence.
1.3.5.4. Statutory Workers Compensation Insurance and minimum
$100,000.00 Employers Liability Insurance.
1.3.6. Coverage shall be maintained for two years minimum after the termination
of the contract.
1.4. Subsection intentionally left blank.
1.5. Vendor agrees that with respect to the required insurance, all insurance contracts
and certificate(s) of insurance will contain and state, in writing, on the certificate
or its attaclunent, the following provisions:
1.5.1. Except with respect to Workers Compensation policy, provide for an
additional insurance endorsement clause declaring the Vendor's insurance
as primary.
1.5.2. Name the City and its officers, employees, and elected officials as
additional insureds (as the interest of each insured may appear) on the
General Liability and Automobile Liability policies.
1.5.3. With respect to the insurance required herein, if any of the Redflex Parties
are notified by any insurer that any insurance coverage will be cancelled,
Redflex shall immediately provide thirty days written notice thereof to the
City, and Redflex shall take all necessary actions to correct such
cancellation in coverage limits, and shall provide written notice to the City
of the date and nature of such correction. If Redflex, for any reason, fails
to maintain the insurance coverage required pursuant to the Agreement,
such failure shall be deemed a material breach of the Agreement, and the
City shall have the right, but not the obligation, and such right shall be
exercisable in the City's sole discretion, to either (i) terminate the
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 the Agreement, any
premium costs advanced by the City for such insurance. If the premium
costs advanced by the City for such insurance exceed any amounts due to
Redflex pursuant to the Agreement, Redflex shall promptly remit such
excess amount to the City upon receipt of written notice thereof.
1.5.4. Subsection intentionally left blank.
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1.5.5. Acknowledge that if notice to the City is made by Vendor, it shall be sent
to the addresses listed below by registered mail, and if notice to the City is
made by Vendor's insurance company, it shall be sent to the addresses
listed below by regular mail.
1.5.6. Vendor agrees to waive subrogation against the City, its officers,
employees, and elected officials for injuries, including death, property
damage, or any other loss to the extent same may be covered by the
proceeds of insurance.
1.5.7. Provide that Vendor's General Liability insurance shall include
contractual liability coverage for the performance of work included in this
agreement.
1.5.8. All copies of the certificate of insurance shall reference the project name,
bid number or purchase order number for which the insurance is being
supplied.
1.5.9. Vendor shall notify the City in the event of any material change in
coverage and shall give such notices not less than thirty days prior to the
change, which notice shall be accomplished by a replacement certificate of
insurance.
1.5.10. All notices shall be mailed to the City at the following addresses:
City Manager
221 East Main Street
Round Rock, TX 78664-5299
2. Section intentionally left blank.
3. Section intentionally left blank.
4. Section intentionally left blank.
5. Section intentionally left blank.
6. WORKERS COMPENSATION INSURANCE
City Attorney
309 East Main Street
Round Rock, TX 78664
6.1. Texas Labor Code, Section 406.098 requires workers compensation insurance
coverage for all persons providing services on building or construction projects
for a governmental entity.
6.6.1. Certificate of coverage ("certificate") - A copy of a certificate of
insurance, a certificate of authority to self -insure issued by the Texas
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Workers Compensation Commission, or a coverage agreement (TWCC-
81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers
compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
6.1.2. Duration of the project - includes the time from the beginning of the work
on the project until the Contractor's /person's work on the project has been
completed and accepted by the Owner.
6.2. Persons providing services on the project ("subcontractor") in Section 406.096 -
includes all persons or entities performing all or part of the services the
Contractor has undertaken to perform on the project, regardless of whether that
person contracted directly with the Contractor and regardless of whether that
person has ernployees. This includes, without limitation, independent contractors,
subcontractors, leasing companies, motor carriers, owner -operators, employees of
any such entity, or employees of any entity which furnishes persons to provide
services on the project. "Services" include, without limitation, providing,
hauling, or delivering equipment or materials, or providing labor, transportation,
or other service related to a project. "Services" do not include activities
unrelated to the project, such as food/beverage vendors, office supply deliveries,
and delivery of portable toilets.
6.3. The Contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any coverage agreements, that meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all
employees of the Contractor providing services on the project, for the duration of
the project.
6.4. The Contractor must provide a certificate of coverage to the Owner prior to being
awarded the contract.
6.5. If the coverage period shown on the Contractor's current certificate of coverage
ends during the duration of the project, the Contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the Owner showing that
coverage has been extended.
6.6. The Contractor shall obtain from each person providing services on a project, and
provide to the Owner:
6.6.1. A certificate of coverage, prior to that person beginning work on the
project, so the Owner will have on file certificates of coverage showing
coverage for all persons providing services on the project; and
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6.6.2. No later than seven calendar days after receipt by the Contractor, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the
duration of the project.
6.7. The Contractor shall retain all required certificates of coverage for the duration of
the project .and for one year thereafter.
6.8. The Contractor shall notify the Owner in writing by certified mail or personal
delivery, within 10 calendar days after the Contractor knew or should have known
of any change that materially affects the provision of coverage of any person
providing services on the project.
6.9. The Contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers Compensation Commission.
6.10. The Contractor shall contractually require each person with whom it contracts to
provide services on a project to:
6.10.1. Provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, that meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all
its employees providing services on the project, for the duration of the
project;
6.10.2. Provide to the Contractor, prior to that person beginning work on the
project, a certificate of coverage showing that coverage is being
provided for all employees of the person providing services on a project,
for the duration of the project;
6.10.3. Provide the Contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the
duration of the project;
6.10.3.1. Obtain from each other person with whom it contracts, and
provide to the Contractor:
6.10.3.1.1. A certificate of coverage, prior to the other
person beginning work on the project; and
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6.10.3.1.2. A new certificate of coverage showing
extension of coverage, prior to the end of the
coverage period, if the coverage period
shown on the current certificate of coverage
ends during the duration of the project
6.10.3.2. Retain all required certificates of coverage on file for the
duration of the project and for one year thereafter;
6.10.3.3. Notify the Owner in writing by certified snail or personal
delivery, within 10 calendar days after the person knew or
should have known of any change that materially affects
the provision of coverage of any person providing services
on the project; and
6.10.3.4.
Contractually require each person with whom it contracts to
perform as required by paragraphs (A thru G), with the
certificates of coverage to be provided to the person for
whom they are providing services.
6.10.3.5. By signing the solicitation associated with this
specification, or providing, or causing to be provided a
certificate of coverage, the Contractor is representing to the
Owner that all employees of the Contractor who will
provide services on the project will be covered by workers
compensation coverage for the duration of the project, that
the coverage will be based on proper reporting of
classification codes and payroll amounts, and that all
coverage agreements will be filed with the appropriate
insurance carrier or, in the case of a self-insured, with the
Commission's Division of Self -Insurance Regulation.
Providing false or misleading information may subject the
Contractor to administrative penalties, criminal penalties,
civil penalties, or other civil actions.
6.10.3.6. The Contractor's failure to comply with any of these
provisions is a breach of contract by the Contractor that
entitles the Owner to declare the contract void if the
Contractor does not remedy the breach within ten calendar
days after receipt of notice of breach from the Owner.
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