2012-243ORDINANCE NO. 2012-243
AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR RED LIGHT
CITATION VERIFICATION SERVICES FOR THE CITY OF DENTON
AUTOMATED TRAFFIC SIGNAL ENFORCEMENT PROGRAM AVAILABLE
FROM ONLY ONE SOURCE 1N ACCORDANCE WITH TEXAS LOCAL
GOVERNMENT CODE 252.022, EXEMPTING SUCH PURCHASES FROM
REQUIREMENTS OF COMPETITIVE BIDS; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE
(FILE 4984-RED LIGHT CITATION COLLECTION CONTRACT AWARDED TO
REDFLEX TRAFFIC SYSTEMS, 1NC., IN THE FIVE YEAR NOT TO EXCEED
AMOLTNT OF $150,000).
WHEREAS, Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, including; items that are
only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility
purchases; captive replacement parts or components for equipment; and library materials
for a public library that are available only from the persons holding exclusive distribution
rights to the materials; and need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION l. The following purchase of materials, equipment or supplies, as
described in the "File" listed hereon, and on file in the office of the Purchasing Agent, are
hereby approved:
FILE
NUMBER VENDOR AMOUNT
4984 Redflex Traffic Systems, Inc. $150,000
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including,
items that are only available from one source because of patents, copyrights, secret
processes or natural monopolies; films, manuscripts or books; electricity, gas, water and
other utility purchases; captive replacement parts or components for equipment; and
library materials for a public library that are available only from the persons holding
exclusive distribution rights to the materials; and need not be submitted to competitive
bids.
SECTION 3. The acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with a11 requirements specified by the Purchasing
Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts
relating to the items specified in Section 1 and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly
delegates the authority to take any actions that may be required or permitted to be
performed by the City of Denton under File 4984 to the City Manager of the City of
Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its
passage and approval.
��
PASSED AND APPROVED this the /�i `- day of , 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
f
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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.�. ,•�
STANDARD FORM CITATION VERIFICATION SERVICES
PROGRAM AGREEMENT
BETWEEN
THE CITY OF DENTON, TX
AND
REDFLEX TRAFFIC SYSTEMS, INC.
This Agreement (this "Agreement") is made as of this /��ay of ��. 2012 by and between
Redflex Traffic Systems, Inc., a Delaware Corporation, with offices located at 23751 N. 23ra
Avenue, Phoenix, Arizona 85085 ("Redflex") and The City of Denton, a municipal corparation,
with offices at 215 E. McKinney, Denton, TX 76241 (the "Customer"). Redflex and the
Customer are sometimes individually referred to herein as a"Party" and/or collectively referred
to herein as the "Parties."
RECITALS
WHEREAS, Redflex has exclusive knowledge, possession and ownership of certain equipment,
licenses, applications, technologies, computer programs and citation processes related to the
verification of delinquent civil penalties related to and/or associated with autoinatic photo red
light citations, hereinafter the "Violation Verification Program" and/or the "Program"; and
WHEREAS, the Customer desires to engage the services of Redflex to provide certain Citation
Veriiication Program services so that the Customer may identify and/or confirm automatic photo
red light citation recipients who have unpaid, outstanding and/or delinquent civil penalties
citations related thereto; and
WHEREAS, it is a mutual objective of both Redflex and the Customer to reduce the incidence of
vehicle collisions at the traffic intersections and city streets by providing the services pursuant to
the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other
valuable consideration received, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
AGREEMENT
1. Definitions. In this Agreement, the words and phrases below shall have the follow meanings
as follows:
1.1. "Monthlv Submitted Batch Files" means the computer batch files submitted to either the
Customer and/or the Texas Department of Motor Vehicles each month consisting of any and all
combinations of 1) "PROBE files" and/or 2) "FLAG files"; and/or 3) "CLEAR files".
1.2. "Verification Svstem" and/or "Redflex Svstem" means the Redflex proprietary methods,
applications, technologies, systems, programs, equipment, machinery, and processes employed
by Redflex in connection with the Violation Verification Program that indicate compliance with
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the Verification Criteria and that confirms, compares and verifies, pursuant to the Customer's
"Verification Criteria", whether the driver named in an outstanding andlor unpaid civil penalty
related to and/or associated with automatic photo red light violation is the current owner of
record of the automotive vehicle relevant thereto.
1.3 "Verification Criteria" means the standards and criteria deternuned solely by the Customer
that are utilized and applied by Redflex in connection with the Verification System and include
the following four (4) conditions:
Redflex sha11 only perform the services expressly stated in the below described Violation
Verification Program to the extent and degree that:
a) the unpaid civil penalty related to and/or associated an automatic photo red light
violation is for a monetary amount of $75.00 or more; and
b) the unpaid civil penalty related to and/or associated an automatic photo red light
violation is delinquent for a period of time of 91 days or more; and
c) the driver named in a delinquent civil penalty related to and/or associated with
automatic photo red light violation is currently domiciled in the State of Texas; and
d) the driver named in an outstanding and/or unpaid civil penalty related to and/or
associated an automatic photo red light violation matches the current owner of record of
the automotive vehicle relevant thereto.
1.4. "PROBE files" means the computer files that are submitted to the Texas Department of
Motor Vehicles in a format that is fully compliant with the "TxDMV file format" specifications
of the Texas Department of Motor Vehicles.
1.5. "Re�istration Data" means the automotive vehicle registration data received from the Texas
Department of Motor Vehicles relevant to the license plate data identified in the "PROBE files"
that Redflex utilizes in order to confirm and verify that the driver/owner named in an outstanding
and/or unpaid civil penalty related to and/or associated an automatic photo red light violation
matches the current owner of record of the automotive vehicle relevant thereto.
1.6. "FLAG files" means computer files that have been submitted to the Texas Department of
Motor Vehicles that comply with and satisfy the Verification Criteria and indicates that a driver
named in an outstanding and/or unpaid civil penalty related to and/or associated with an
automatic photo red light violation does match the current owner of record of the automotive
vehicle relevant thereto.
1.7. "CLEAR files" means the computer files containing the list of citation recipients identified
in FLAG files who have paid in full the delinquent civil penalty related to and/or associated with
an automatic photo red light violation(s).
1.8 "Violation Verification Pro�ram" and/or the "Pro�ram" means any and a11 systems,
methods, processes equipment, applications and back office processes of Redflex related to
and/or associated the products and services contained in this Agreement including, but not
limited to the Monthly Submitted Batch Files, the Verification System, the Verification Criteria,
the PROBE files, the FLAG files; and/or the CLEAR files.
1.9. "Confidential or Private Information" means, with respect to Redflex, any information,
matter or thing of a secret, confidential or private nature, whether or not so labeled, which is
connected with such Redflex's business or methods of operation or concerning any of such
Redflex's suppliers, licensors, licensees, customers or others with whom Redflex has a business
relationship, and which has current or potential value to such Person or the unauthorized
disclosure of which could be detrimental to Reflex, including but not limited to:
i. 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 Redflex obtains or has obtained
from its clients or customers, or at which Redflex sells or has sold its services; and
ii. 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.
iii, Notwithstanding the foregoing, Confidential Information will not include
information that: (i) was generally available to the public or otherwise part of the
public domain at the time of its disclosure, (ii) became generally available to the
public or otherwise part of the public domain after its disclosure and other than
through any act or omission by any party hereto in breach of this Agreement,
(iii) was subsequently lawfully disclosed to the disclosing party by a person other
than a party hereto, (iv) was required by a court of competent jurisdiction to be
described, or (v) was required by applicable state law to be described.
1.10. "Intellectual Propertv" means, with respect to any Redflex, any and all now known or
hereafter known tangible and intangible (a) rights associated with works of authorship
throughout the world, including but not limited to copyrights, moral rights and mask-works, (b)
trademark and trade name rights and similar rights, (c) trade secrets rights, (d) patents, designs,
algorithms and other industrial property rights, (e) all other intellectual and industrial property
rights (of every kind and nature throughout the universe and however designated), whether
arising by operation of law, contract, license, or otherwise, and (� 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 Redflex.
1.11. "Proprietarv Propertv" means, with respect to any Redflex, any written or tangible
property owned or used by Redflex in connection with Redflex's business, whether or not such
property is copyrightable or also qualifies as Confidential Information, including without
limitation products, samples, equipment, files, lists, books, notebooks, records, documents,
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memoranda, reports, patterns, schematics, compilations, designs, drawings, data, test results,
contracts, agreements, literature, correspondence, spread sheets, computer programs and
software, computer print outs, other written and graphic records and the like, whether originals,
copies, duplicates or summaries thereof, affecting or relating to the business of Redflex, financial
statements, budgets, projections and invoices.
1.12. "Redflex Marks" means all trademarks registered in the name of Redflex or any of its
aff'iliates, such other trademarks as are used by Redflex or any of its affiliates on or in relation to
the Program at any time during the Term this Agreement, service marks, trade names, logos,
brands and other marks owned by Redflex, and all modifications or adaptations of any of the
foregoing.
1.13. "Re�istration Hold" "Fla�" and/or "REGISTRATION DECISION" are interchangeable
and synonymous and mean the determination and/or decision by the Texas Department of Motor
Vehicles to refuse to register a motor vehicle in connection with the outstanding, unpaid and/or
delinquent civil penalty related to and/or associated with an automatic photo red light violation in
compliance with the herein described Verification Criteria and issued in accordance with the
terms and conditions expressly set forth in the Agreement Between the Customer and Redflex
Traffic Systems, Inc. for a Photo Red Light Enforcement Program (the Photo Red Light
Enforcement AgreemenY') made on or about November 15th, 2005.
1.14. "Escrow Account" means the escrow account into which Redflex deposits monetary
amounts payable to the Texas Department of Motor Vehicles. The monetary amounts payable to
the Texas Department of Motor Vehicles by Redflex are as follows: 1) Twelve Cents ($00.12)
per individual computer file submitted by Redflex to the Texas Department of Motor Vehicles;
and 2) Twenty Three Dollars and Six Cents ($23.06) per each batch file submitted by Redflex to
the Texas Department of Motor Vehicles.
2. TERM. Unless this Agreement is terminated earlier in accordance with the terms set forth
in this Section, the term of a Service (the "Initial Term") shall commence on the Effective Date
and continue for twelve (12) months thereafter. Following the Initial Term, this contract shall
renew for automatic successive one year terms (each, a"Renewal Term"), not to exceed four (4)
additional renewal terms until such time as Customer provides Service Provider with written
notice of termination; provided, however, that: (1) such notice be given as stipulated in Section
9.1 or 9.2. "Term" sha11 collectively mean and include the Agreement terms represented by the
Initial Term and the Renewal Tertn.
lst Renewal — 09/O1/13 — 09/31/14
2°d Renewal — 09/Ol/14 — 09/31/15
3rd Renewal — 09/O1/15 — 09/31/16
4th Renewal — 09/O1/16 — 09/31/17
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3. SERVICES. Redflex shall provide the Program to the Customer, in each case in accordance
with the terms and provisions set forth in this Agreement and which include the following
products and services:
3.1. Using data and information generated in accordance with the terxns and conditions expressly
set forth in the Agreement between the Customer and Redflex Traffic Systems, Inc. for a Photo
Red Light Enforcement Program executed on or about August 21, 2007 (the Photo Red Light
Enforcement Program Agreement"), Redflex shall implement the Program using the Verification
System and applying the Verification Criteria so as to generate Monthly Submitted Batch Files
containing PROBE files, FLAG files and/or CLEAR files as appropriate under the
circumstances.
3.2. PROBE files shall be generated by Redflex in electronic and computerized form after
applying and adhering to Verification Criteria 1.3 a), 1.3 b) and 1.3 c) and thereafter Redflex
shall submit one or more electronic requests for certain Registration Data relevant thereto from
the Texas Department of Motor Vehicle such that Redflex may apply and adhere to Verification
Criteria 1.3. d). Customer agrees and acknowledges that Redflex shall be unable to comply with
Verification Criteria 1.3. d). unless and until certain Registration Data is received from the Texas
Department of Motor Vehicles.
3.3. After Redflex receives relevant Registration Data from the Texas Department of Motor
Vehicles, Redflex shall generate FLAG files, as appropriate under the circumstances. Customer
agrees and acknowledges that the files generated by Redflex in connection therewith are based
upon the Verification Criteria set forth solely by the Customer.
3.4. FLAG files shall be generated and submitted by Redflex in an electronic and computerized
format to the Texas Department of Motor Vehicles and in a format satisfactory to the Department
of Motor Vehicles to the extent and degree that, after application of the Verification Criteria by
Redflex, driver named in an outstanding and/or unpaid civil penalty related to andJor associated
with an automatic photo red light violation does match the current owYer of record of the
automotive vehicle relevant thereto.
3.5. CLEAR files shall be generated and submitted in an electronic and computerized format by
Redflex to the Customer and/or the Texas Department of Motor Vehicle to the extent and degree
that driver named in an outstanding and/or unpaid civil penalty related to and/or associated with
an automatic photo red light violation that pays in full the civil penalty relevant thereto.
3.6. Compensation. Redflex shall have the right to receive, and the Customer shall be obligated
to pay, the compensation set forth on Exhibit B attached hereto.
3.7. Customer acicnowledges, understands and agrees that the refusal to register a motor vehicle
is a decision and determination made in the sole, absolute and unilateral discretion of the Texas
Department of Motor Vehicles and REDFLEX HEREBY ACKNOWLEDGES AND AGREES
THAT THE DECISION TO REFUSE TO REGISTER A MOTOR VEHICLE SHALL BE THE
5
SOLE, UNILATERAL AND EXCLUSIVE DECISION OF THE TEXAS DEPARTMENT OF
MOTOR VEHICLES AND SHALL BE MADE TEXAS DEPARTMENT OF MOTOR
VEHICLE'S SOLE DISCRETION (A "REGISTR.ATION DECISION"), AND 1N NO EVENT
SHALL REDFLEX HAVE THE ABILITY OR AUTHORIZATION TO MAKE, DETERMINE
AND/OR ENFORCE A REGISTRATION DECISION.
4. CHANGE ORDERS. The Customer may from time to time request changes to the work
required to be performed or the addition of products or services to those required pursuant to the
terms af this Agreement by providing written notice thereof to Redflex, setting forth in
reasonable detail the proposed changes (a "Chan�e Order Notice"). Upon Redflex's receipt of a
Change Order Notice, Redflex shall deliver a written statement describing the cost, if any (the
"Chan�e Order 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
Customer. Following the Customer's receipt of the Change Order Proposal, the parties shall
negotiate in good faith and agree to a plan and schedule for implementation of the proposed
changes, the time, manner and amount of payment or price increases or decreases, as the case
may be, and any other matters relating to the proposed changes. All Change Orders shall be in
compliance with the provisions of Texas Local Government Code 252.048.
5. LICENSE; RESERVATION OF RIGHTS.
5.1. RESERVATION OF RIGHTS. The Customer hereby acknowledges and agrees that: (a)
Redflex is the sole and exclusive owner of the Redflex System, the Redflex Marks, all
Intellectual Property arising from or relating to the Redflex System, and any and all related
Equipment, (b) the Customer neither has nor makes any claim to any right, title or interest in any
of the foregoing, except as specifically granted or authorized under this Agreement, and (c) by
reason of the exercise of any such rights or interests of Customer pursuant to this Agreement, the
Customer shall gain no additional right, title or interest therein.
5.2. RESTRICTED USE. The Customer hereby covenants and agrees that it shall not (a) make
any modifications to the Redflex System, including but not limited to any Equipment, (b) alter,
remove or tamper with any Redflex Marks, (c) use any of the Redflex Marks in any way which
might prejudice their distinctiveness, validity or the goodwill of Redflex therein, (d) use any
trademarks or other marks other than the Redflex Marks in connection with the Customer's use
of the Redflex System pursuant to the terms of this Agreement without first obtaining the prior
consent of Redflex, or (e) disassemble, de-compile or otherwise perform any type of reverse
engineering to the Redflex System, the Redflex System, including but not lirnited to any
Equipment, or to any, Intellectual Property or Proprietary Property of Redflex, or cause any other
Person to do any of the foregoing.
5.3 PROTECTION OF RIGHTS. Redflex sha11 have the right to take whatever action it deems
necessary or desirable to remedy or prevent the infringement of any Intellectual Property of
Redflex, including without limitation the filing of applications to register as trademarks in any
�
jurisdiction any of the Redflex Marks, the filing of patent application for any of the Intellectual
Property of Redflex, and making any other applications or filings with appropriate Governmental
Authorities. The Customer sha11 not take any action to remedy or prevent such infringing
activities, and shall not in its own name make any registrations or iilings with respect to any of
the Redflex Marks or the Intellectual Property of Redflex without the prior written consent of
Redflex.
5.4 INFRINGEMENT. The Customer shall use its reasonable best efforts to give Redflex
prompt notice of any activities or threatened activities of any person, party, entity, company,
business, corporation, partnership, association and the like of which it becomes aware that
infringes or violates the Redflex Marks or any of Redflex's Intellectual Property or that
constitute a misappropriation of trade secrets or act of unfair competition that might dilute,
damage or destroy any of the Redflex Marks or any other Intellectual Property of Redflex.
Redflex shall have the exclusive right, but not the obligation, to take action to enforce such rights
and to make settlements with respect thereto. In the event that Redflex commences any
enforcement action under this Section, then the Customer shall render to Redflex such reasonable
cooperation and assistance as is reasonably requested by Redflex, and Redflex shall be entitled to
any damages or other monetary amount that might be awarded after deduction of actual costs;
rop vided, that Redflex shall reimburse the Customer for any reasonable costs incurred in
providing such cooperation and assistance.
5.5 INFRINGING USE. The Customer shall give Redflex prompt written notice of any action
or claim action or claim, whether threatened or pending, against the Customer alleging that the
Redflex Marks, or any other Intellectual Property of Redflex, infringes or violates any patent,
trademark, copyright, trade secret or other Intellectual Property of any other Person, and the
Customer shall render to Redflex such reasonable cooperation and assistance as is reasonably
requested by Redflex in the defense thereof; provided, that Redflex shall reimburse the Customer
for any reasonable costs incurred in providing such cooperation and assistance. If such a claim is
made and Redflex determines, in the exercise of its sole discretion, that an infringement may
exist, Redflex shall have the right, but not the obligation, to procure for the Customer the right to
keep using the allegedly infringing items, modify them to a�oid the alleged infringement or
replace them with non-infringing items.
6. iJNAUTHORIZED REFERENCES TO REDFLEX. Unless required by applicable law,
Customer shall not utilize, make use of and/or make any reference to Redflex, its name or
likeness, its affiliated, parent or subsidiary companies or corporations, its logos, insignias,
trademarks, trade names, brand, websites, property, assets, products or services, including, but
not limited to, the Program, the Verification System, the Redflex System, the Verification
Criteria, "SMARTcamTM System", "SalusTM System", "REDFLEXredTM System",
"REDFLEXspeedTM System", "REDFLEXrai1TM System", "REDFLEXstopTM System",
"REDFLEXslimlineTM System", "SMARTopsTM System", "SMARTsceneTM System";
"PLATESCANTM System" and/or and any and all combinations, variants and derivatives thereof,
in, on or about, Customer marketing, publicity, media, public relations, advertising, education or
training materials, information, data, papers and/or documents, for any reason or purpose,
whatsoever, without the prior written approval of Redflex which may be withheld, denied,
7
delayed, rejected and/or refused, by Redflex in its sole, absolute and unilateral discretion. A
violation of this section shall not be deemed a material breach of this Agreement unless
Customer receives a written notice of violation by Redflex, specifying the violation, and the
Customer fails to prevent a violation of this section from occurring after the receipt of the notice.
7. REPRESENTATIONS AND WARRANTIES.
7.1 Redflex Representations and Warranties.
Authoritv. Redflex hereby warrants and represents that it has all right, power and authority to
execute and deliver this Agreement and perform its obligations hereunder.
Professional Services. Redflex hereby warrants and represents that any and all services provided
by Redflex pursuant to this Agreement shall be performed in a professional and workmanlike
manner and, with respect to the installation of the Redflex System, subject to applicable law, in
compliance with all specifications provided to Redflex by the Customer.
7.2. Customer Representations and Warranties.
Authoritv. The Customer hereby warrants and represents that it has all right, power and
authority to execute and deliver this Agreement and perform its obligations hereunder.
Professional Services. The Customer hereby warrants and represents that any and all services
provided by the Customer pursuant to this Agreement shall be performed in a professional and
workmanlike manner.
8. LIMITED WARRANTIES. EXCEPT AS OTHERWISE PROVIDED 1N THIS
AGREEMENT, REDFLEX MAKES NO WARRANTIES OF ANY K1ND, EXPRESS OR
IMPLIED, 1NCLUDING, 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 CUSTOMER'S USE OF ANY OF THE FOREGOING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, REDFLEX
DOES NOT WARR.ANT THAT ANY OF THE DESIGNATED 1NTERSECTION
APPROACHES OR THE REDFLEX SYSTEM WILL OPER.ATE IN THE WAY THE
CUSTOMER SELECTS FOR USE, OR THAT THE OPERATION OR USE THEREOF WILL
BE UNINTERRUPTED. THE CUSTOMER HEREBY ACKNOWLEDGES THAT THE
REDFLEX 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.
9. TERMINATION.
9.1 TERMINATION FOR CAUSE: Either party shall have the right to terminate this Agreement
by written notice to the other if (i) state statutes are amended to prohibit or substantially change
the operation of the Program; (ii) the Supreme Court for the State of Texas rules that the
Citations from the Program are inadmissible in evidence; or (iii) the other party commits any
material breach of any of the provisions of this Agreement. Either party shall have the right to
E3
remedy or cure the cause for termination or breach within ten (10) calendar days (or within such
other time period as the Customer and Redflex shall mutually agree, which agreement shall not
be unreasonably withheld or delayed) after written notice from the appropriate party setting forth
in reasonable detail the events of the cause for termination or breach. Termination of this
Agreement shall not be enforceable or effective unless the terminating party mails written notice
of termination to the non-terminating party not less than forty-five (45) calendar days prior to the
Agreement termination date and provides to the non-terminating party the opportunity to remedy
or cure the cause of the termination or breach within the forty-five (45) calendar day time period
provided herein.
9.2 TERMINATION WITHOUT CAUSE: Either party shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirtv (301 calendar davs' urior
written notice. Upon receipt of a notice of termination, the Contractor sha11 promptly cease all
further work pursuant to the Contract, with such exceptions, if any, specified in the notice of
termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise
legally a�ailable for such purposes, for all goods delivered and services performed and
obligations incurred prior to the date of termination in accordance with the terms hereof.
10. RIGHTS AND REMEDIES. In connection with any breach and/or termination of this
Agreement, Redflex shall have and hereby reserves, in full, all rights and remedies available in
law and/or in equity. The rights to terminate this Agreement given in this Section shall be
without prejudice to any other right or remedy of either party in respect of the breach concerned
(if any) or any other breach of this Agreement.
11. PROCEDURES UPON TERMINATION. The termination of this Agreement shall not
relive either party of any liability that accrued prior to such termination. Except as set forth in
Section 6.3, upon the termination of this Agreement, all of the provisions of this Agreement shall
terminate and:
i. Redflex shall (i) immediately cease to provide services, including but not limited to
work in connection with the construction or installation activities and services in
connection with the Program, (ii) shall deliver within 30 days, to the Customer any
and all Proprietary Property of the Customer provided to Redflex pursuant to this
Agreement, (iii) promptly deliver to the Customer a final report to the Customer
regarding the collection of data and the issuance of Citations in such format and for
such periods as the Customer may reasonably request, and which final report
Redflex shall update or supplement from time to time when and if additional data or
information becomes available, (iv) promptly deliver to Customer a final invoice
stating all fees and charges properly owed by Customer to Redflex for work
performed and Citations issued by Redflex prior to the termination, and (v) provide
such assistance as the Customer may reasonably request from time to time in
connection with prosecuting and enforcing Citations issued prior to the termination
of this Agreement. Immediately upon termination Redflex is no longer bound to the
Data Retention Requirements for any data and if the customer wishes to obtain the
data it must be conveyed at the time of termination. Redflex will transfer the data
and relevant information to the city by a mutually agreed upon method. The
9
customer 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.
ii. The Customer shall (i) immediately cease using the Program, accessing the Redflex
System and using any other Intellectual Property of Redflex, (ii) prornptly deliver to
Redflex any and all Proprietary Property of Redflex provided to the Customer
pursuant to this Agreement, and (iii) promptly pay any and all fees, charges and
amounts properly owed by Customer to Redflex for work performed and Citations
issued by Redflex prior to the termination.
iii. Unless the Customer and Redflex have agreed to enter into a new agreement
relating to the Program or have agreed to extend the Term of this Agreement,
Redflex shall remove any and all Equipment or other materials of Redflex installed
in connection with Redflex's performance of its obligations under this Agreement,
including but not limited to housings, poles and camera systems, and Redflex shall
restore the Designated Intersection Approaches to substantially the same condition
such Designated Intersection Approaches were in immediately prior to this
Agreement.
11.1 In addition to any and all other rights and remedies available and/or reserved herein, the
Customer shall pay to Redflex a pro rata share of all monies or revenue generated, collected
and/or received by Customer after the Agreement termination date that are, in any way, a result
of, associated with and/or attributable to, in whole or in part, the products or services rendered to
Customer by Redflex.
12. SURVIVAL. Notwithstanding the foregoing, the definitions and each of the following shall
survive the termination of this Agreement: Reservation of Rights, Redflex Representations and
Warranties, Customer Representations and Warranties, Limited Warranty, Confidentiality,
Indemnification and Liability, Notices, Dispute Resolution, Assignment, Injunctive Relief,
Specific Performance, Applicable Law, and 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.
13. CONFIDENTIALITY. During the term of this Agreement and for a period of three (3) years
thereafter, neither party shall disclose to any third person, or use for itself in any way for
pecuniary gain, any Confidential Information learned from the other party during the course of
the negotiations for this Agreement or during the Term of this Agreement. Upon termination of
this Agreement, each party shall return to the other all tangible Confidential Information of such
party. Each party sha11 retain in confidence and not disclose to any third party any Confidential
Information without the other party's express written consent, except (a) to its employees who
are reasonably required to have the Confidential Information, (b) to its agents, representatives,
attorneys and other professional advisors that have a need to know such Confidential
Information, provided that such parties undertake in writing (or are otherwise bound by rules of
professional conduct) to keep such information strictly confidential, and (c) pursuant to, and to
10
the extent of, a request or order by any Governmental Authority, including laws relating to
public records.
In all instances, both parties agree that the City of Denton is a local government entity subject to
compliance with Texas Government Code 552, commonly known as the "Open Records Act".
Both parties agree that records generated by a government entity, including those records held by
the government entity's contractors may not be conf'idential, and subjected to open records
requests for information. Redflex agrees to ensure that all records requested by the City of
Denton shall be delivered to the City, to effectively comply with Texas statutory requirements.
14. General Indemnification bv Redflex. Subject to Section entitled "Indemnification Procedures",
Redflex hereby agrees to defend and indemnify, and hold the Customer and its affiliates,
shareholders or other interest holders, managers, officers, directors, employees, agents,
representatives and successors, permitted assignees and each of their affiliates, and all persons
acting by, through, under or in concert with them, or any of them (individually a"Customer
Party" or "Indemnitee" and collectively, the "Customer Parties" or "Indemnitees") against, and
to protect, save and keep harmless the Customer Parties from, and to pay on behalf of or
reimburse the Customer Parties as and when incurred for, any and all liabilities, obligations,
losses, damages, penalties, demands, claims, actions, suits, fines, judgments, settlements, costs,
expenses and disbursements (including reasonable attorneys', accountants' and expert witnesses'
fees, costs, and incidental thereto) of whatever kind and nature (collectively, "Losses"), which
may be suffered by or imposed on, or incurred by any Customer Party arising out of or related to
(a) any material misrepresentation, inaccuracy or breach of any covenant, warranty, obligation,
or representation of Redflex contained in this Agreement, including, without limitation, Claims
arising out of our relating to (b) the willful misconduct of Redflex, its employees or agents which
result in death or bodily injury to any natural person (including third parties) or any damage to
any real or tangible personal properiy (including the personal property of third parties), or
violation of any law or regulation, except to the extent caused by the willful misconduct of any
Customer Party.
14.1. Proprietary Ri�hts Indemnification. Redflex agrees to indemnify, defend, and hold
Indemnitees harmless from and against any and all Claims, including reasonable attorneys' fees,
costs, and expenses incidental thereto, which may be suffered by any Indemnitee, arising out of a
claim that the Services infringes or misappropriates any United States or foreign patent,
copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider
is enjoined from delivering either preliminary or permanently, or continuing to license to
Customer, the Services and such injunction is not dissolved within thirty (30) days, or in the
event that Customer is adjudged, in any final order of a court of competent jurisdiction from
which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade
secret, trademark, or other proprietary right in the use of the Services, then Service Provider
shall, at its expense use commercially reasonable efforts to: (a) obtain for Customer the right to
continue using such Services; or (b) replace or modify such Services so that it does not infringe
upon or misappropriate such proprietary right and is free to be delivered to and used by
Customer.
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15. Indemnification bv Customer. Subject to Section entitled "Indemnification Procedures", and to
the extent allowed by law and without waving any rights, defenses, or immunities provided to it by
the Texas Tort Claims Act or other applicable law including, without limitation, the defense of
governmental or immunity, the Customer hereby agrees to defend and indemnify Redflex and its
affiliates, shareholders or other interest holders, managers, officers, directors, employees, agents,
representatives and successors, permitted assignees and all persons acting by, through, under or
in concert with them, or any of them (individually a"Redflex Party" and collectively, the
"Redflex Parties") against, and to protect, save and keep harmless the Redflex Parties from, and
to pay on behalf of or reimburse the Redflex Parties as and when incurred for, any and all Losses
which may be imposed on or incurred by any Redflex Party arising out of or in any way related
to (a) any material misrepresentation, inaccuracy or breach of any covenant, warranty or
representation of the Customer contained in this Agreement, (b) the negligence and/or omissions
of the Customer, its employees, officers or agents which result in death or bodily injury to any
natural person (including third parties) or any damage to any real or tangible personal property
(including the personal property of third parties), except to the extent caused by the willful
misconduct of any Redflex Party, (c) any claim, action or demand not caused by Redflex's
failure to perform its obligations under this Agreement, or (d) any claim, action or demand
challenging the Customer's use of the Redflex System or any portion thereof, the validity of the
results of the Customer's use of the Redflex System or any portion thereof, or the validity of the
Citations issued, prosecuted and collected as a result of the Customer's use of the Redflex
System or any portion thereof.
16. Indemnification Procedures. In the event any claim, action or demand (a "Claim") in respect
of which any party hereto seeks indemnification from the other, the party seeking
indemnification (the "Indemnified Party") shall give the party from whom indemnification is
sought (the "Indemnifying Party") written notice of such Claim promptly after the Indemnified
Party first becomes aware thereof; provided, however, that failure 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 sha11 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 a11 rights to indemnification
from and by the Indemnifying Party. The Indemnifying Party and the Indemnified Party shall
cooperate in the defense or settlement of any Claim, and no party shall have the right enter into
any settlement agreement that materially affects the other party's material rights or material
interests without such party's prior written consent, which consent will not be unreasonably
withheld or delayed.
17. LIMITED LIABILITY. Notwithstanding anything contrary in this Agreement, neither party
shall be liable to the other, by reason of any representation or express or implied warranty,
condition or other term or any duty at common or civil law, for any special, incidental, indirect,
lost profits, consequential or punitive damages however caused and on any theory of liability
12
arising out of or relating to this Agreement. In the event of any breach of this Agreement,
however, the non-breaching party is entitled to recover expectation damages from the breaching
party, which are defined as the amounts that non-breaching party would have received under the
Agreement had the breaching party fully performed pursuant to the terms and conditions of this
Agreement. It is fixrther agreed that if a claim or liability should arise from the joint or
concurring negligence of both parties hereto, it should be borne by them comparatively in
accordance with the laws of the State of Texas. Neither this Section nor any other portion of this
agreement shall be construed as, or shall create any, rights for any persons or entities who are not
a party to this agreement.
18. NOTICES. Any notices to be given hereunder shall be in writing, and shall be deemed to
have been given (a) upon delivery, if delivered by hand, (b) three (3) days after being mailed first
class, certified mail, � return receipt requested, postage and registry fees prepaid, or (c) one
Business Day after being delivered to a reputable overnight courier service, excluding the U.S.
Postal Service, prepaid, marked for next day delivery, if the courier service obtains a signature
acknowledging receipt, in each case addressed or sent to such party as follows:
i. Notices to Redflex:
Redflex Traffic Systems, Inc.
23751 North 23rd Avenue
Phoenix, AZ 85085
Attention: PROGRAM MANAGEMENT
Facsimile: (623) 207-2050
ii. Notices to the Customer:
City of Denton, TX
215 E. McKinney
Denton, TX 76201
Attention: George C. Campbell, City Manager
940-349-8200
19. DISPUTE RESOLUTION. Upon the occurrence of any dispute or disagreement between
the parties hereto arising out of or in connection with any term or provision of this Agreement,
the subject matter hereof, or the interpretation or enforcement hereof (the "Dispute"), the parties
shall engage in infortnal, 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 atternpting to resolve such
Dispute. The designated officers shall meet as often as the parties shall deem to be reasonably
necessary. Such officers will discuss the Dispute. If the parties are unable to resolve the Dispute
in accordance with this Section 10, and in the event that either of the parties concludes in good
13
faith that amicable resolution through continued negotiation with respect to the Dispute is not
reasonably likely, then the parties may mutually agree to submit to binding or nonbinding
arbitration or mediation.
20. Assi�nment. Neither party may assign all or any portion of this Agreement without the prior
written consent of the other, which consent shall not be unreasonably withheld or delayed;
provided, however, The Customer hereby acknowledges and agrees that the execution (as
outlined in Exhibit F), delivery and performance of Redflex's rights pursuant to this Agreement
shall require a significant investment by Redflex, and that in order to finance such investment,
Redflex may be required to enter into certain agreements or arrangements ("Financing
Transactions") with equipment lessors, banks, financial institutions or other similar persons or
entities (each, a"Financial Institution" and collectively, "Financial Institutions"). The Customer
hereby agrees that Redflex shall have the right to assign, pledge, hypothecate or otherwise
transfer ("Transfer") its rights, or any of them, under this Agreernent to any Financial Institution
in connection with any Financing Transaction between Redflex and any such Financial
Institution, subject to the Customer's prior written approval, which approval shall not be
unreasonably withheld or delayed. The Customer further acknowledges and agrees that in the
event that Redflex provides written notice to the Customer that it intends to Transfer all or any of
Redflex's rights pursuant to this Agreement, and in the event that the Customer fails to provide
such approval or fails to object to such Transfer within forty-five (45) business days after its
receipt of such notice from Redflex, for the purposes of this Agreement, the Customer shall be
deemed to have consented to and approved such Transfer by Redflex. Notwithstanding the
above, this Agreement shall inure to the benefit of, and be binding upon, the parties hereto, and
their respective successors or assigns.
20.1 RELATIONSHIP BETWEEN REDFLEX AND THE CUSTOMER. Nothing in this
Agreement shall create, or be deemed to create, a partnership, joint venture or the relationship of
principal and agent or employer and employee between the parties. The relationship between the
parties shall be that of independent contractors, and nothing contained in this Agreement shall create
the relationship of principal and agent or otherwise permit either party to incur any debts or
liabilities or obligations on behalf of the other party (except as specifically provided herein).
20.2 AUDIT RIGHTS. Each of parties hereto shall have the right to audit to audit the books and
records of the other party hereto (the "Audited Partv") solely for the purpose of verifying the
payments, if any, payable pursuant to this Agreement. Any such audit shall be conducted upon
not less than forty-eight (48) hours' prior notice to the Audited Party, at mutually convenient
times and during the Audited Party's normal business hours. Except as otherwise provided in
this Agreement, the cost of any such audit shall be borne by the non-Audited Party. In the event
any such audit establishes any underpayment of any payment payable by the Audited Party to the
non-Audited Party pursuant to this Agreement, the Audited Party shall promptly pay the amount
of the shortfall, and in the event that any such audit establishes that the Audited Party has
underpaid any payment by more than twenty five percent (25%) of the amount of actually owing,
the cost of such audit shall be borne by the Audited Party. In the event any such audit establishes
any overpayment by the Audited Party of any payment made pursuant to this Agreement, non-
Audited Party shall promptly refund to the Audited Party the amount of the excess.
14
20.3 FORCE MAJEURE. Neither party will be liable to the other or be deemed to be in breach
of this Agreement for any failure or delay in rendering performance arising out of causes beyond
its reasonable control and without its fault or negligence. Such causes may include but are not
limited to, acts of God or the public enemy, terrorism, significant fires, floods, earthquakes,
epidemics, quarantine restrictions, strikes, freight embargoes, or Governmental Authorities
approval delays which are not caused by any act or omission by Redflex, and unusually severe
weather. The party whose performance is affected agrees to notify the other promptly of the
existence and nature of any delay.
20.4 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.
20.5 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.
20.6 WANER. 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.
20.7 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.
20.8 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.
20.9 EXECUTION AND COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an original, and
such counterparts together shall constitute only one instrument. Any one of such counterparts
shall be sufficient for the purpose of proving the existence and terms of this Agreement, and no
party shall be required to produce an original or all of such counterparts in making such proof.
20.10 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.
20.11 REMEDIES CUMULATIVE. Each and all of the several rights and remedies provided far
in this Agreement shall be construed as being cumulative and no one of them shall be deemed to
15
be exclusive of the others or of any right or remedy allowed by law or equity, and pursuit of any
one remedy sha11 not be deemed to be an election of such remedy, or a waiver of any other
remedy.
20.12 BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon all
of the parties hereto and their respective executors, administrators, successors and permitted
assigns.
20.13 COMPLIANCE WITH LAWS. Nothing contained in this Agreement shall be construed
to require the commission of any act contrary to law, and whenever there is a conflict between
any term, condition or provision of this Agreement and any present or future statute, law,
ordinance or regulation contrary to which the parties have no legal right to contract, the latter
shall prevail, but in such event the term, condition or provision of this Agreement affected shall
be curtailed and limited only to the extent necessary to bring it within the requirement of the law,
provided that such construction is consistent with the intent of the Parties as expressed in this
Agreement.
20.14 NO THIRD PARTY BENEFIT. Nothing contained in this Agreement sha11 be deemed to
confer any right or benefit on any Person who is not a party to this Agreement.
20,15 INJLTNCTIVE RELIEF; SPECIFIC PERFORMANCE. The parties hereby agree and
acknowledge that a breach of Sections 4.1 (License), 4.3 (Restricted Use) or 7(Confidentiality)
of this Agreement would result in severe and irreparable injury to the other party, which injury
could not be adequately compensated by an award of money damages, and the parties therefore
agree and acknowledge that they shall be entitled to injunctive relief in the event of any breach
of any material term, condition or provision of this Agreement, or to enjoin or prevent such a
breach, including without limitation an action for specific performance hereof.
20.16 APPLICABLE LAW. This Agreement shall be governed only by and construed, in all
respects, solely in accordance with the laws of the State of Texas and the United States.
20.17 JURISDICTION AND VENLJE. Any or dispute arising out of or in connection with this
Agreement shall be submitted to the exclusive jurisdiction and venue of the courts located in the
County of Denton, Texas and both parties specifically agree to be bound by the jurisdiction and
venue thereof.
20.18 PREVAILING PARTY. Intentionally deleted.
(The remainder of this page is left intentionally blank)
16
IN WITNESS WHEREOF, the parties hereto have executed this Agreernent to be executed by its
duly authority City Manager, and Contractor has executed this Agreement through its duly
authorized undersigned officer on this �� day of �, 20 /� .
CITY OF DENTON EX
r�
i �
GEORG C. CAMPBELL, CITY MANAGER
ATTEST:
JE IFER WALTERS, C Y SECRETARY
BY:
APPR ED AS O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
� `
BY: ?�
WITNESS:
.�' , �
BY: �C����� ��--'�z��
17
REDFLEX TRAFFIC SYSTEMS, INC.,
Karen Finley
CEO
EXHIBIT "A"
Insurance
1. During the Term, Redflex shall procure and maintain at Redflex's sole cost and expense
the following insurance coverage with respect to claims for injuries to persons or
damages to property which may arise from or in connection with the performance of
work or services pursuant to this Agreement by Redflex, and each of Redflex's
subcontractors, agents, representatives and employees:
- Commercial General Liability Insurance. Commercial General Liability
Insurance with coverage limits of not less than One Million Dollars ($1,000,000)
combined single limit per occurrence for bodily injury and property damage, Two
Million Dollars ($2,000,000) Products-Completed Operations Aggregate and Two
Million Dollars ($2,000,000) General Aggregate;
- Commercial Automobile Liability Insurance. Commercial Automobile Liability
Insurance with coverage of not less than One Million Dollars ($1,000,000)
combined single limit per accident for bodily injury or property damage,
including but not limited to coverage for all automobiles owned, non-owned and
hired by Redflex;
- Professional Liability (Errors and Omissions) Insurance. Redflex will use its
commercial best efforts to procure and maintain Professional Liability (Errors and
Omissions) Insurance with coverage of not less than Two Million Dollars
($2,000,000) each and every claim and in the Aggregate; and
- Workers' Compensation and Employer's Liability Insurance. Workers'
Compensation Insurance with coverage of not less than that required by the Labor
Code of the State of (insert name), and Employer's Liability Insurance with
coverage of not less than One Million Dollars ($1,000,000) per occurrence.
2. With respect to the Commercial General Liability Insurance the following additional
provisions shall apply:
- The Customer Parties shall be named as additional insured with respect to the
Commercial General Liability insurance; and
- The insurance coverage procured by Redflex and described above shall be the
primary insurance with respect to the Customer Parties in connection with this
Agreement, and any insurance or self-insurance maintained by any of the
Customer Parties shall be in excess, and not in contribution to, such insurance;
and
- Any failure to comply with the reporting provisions of the various insurance
policies described above shall not affect the coverage provided to the Customer
Parties, and such insurance policies shall state the such insurance coverage shall
apply separately with respect to each additional insured against whom any claim
is made or suit is brought, except with respect to the limits set forth in such
insurance policies.
3. With respect to the insurance described in the foregoing Section of this Exhibit E, if any
of the Redflex Parties are notiiied by any insurer that any insurance coverage will be
cancelled, Redflex shall immediately provide 30 days written notice thereof to the
Customer and shall take all necessary actions to correct such cancellation in coverage
18
limits, and shall provide written notice to the Customer of the date and nature of such
correction. If Redflex, for any reason, fails to maintain the insurance coverage required
pursuant to this Agreement, such failure shall be deemed a material breach of this
Agreement, and the Customer shall have the right, but not the obligation and exercisable
in its sole discretion, to either (i) terminate this Agreement and seek damages from
Redflex for such breach, or (ii) purchase such required insurance, and without further
notice to Redflex, deduct from any amounts due to Redflex pursuant to this Agreement,
any premium costs advance by the Customer for such insurance. If the premium costs
advanced by the Customer for such insurance exceed any amounts due to Redflex
pursuant to this Agreement, Redflex shall promptly remit such excess amount to the
Customer upon receipt of written notice thereof.
4. Redflex shall provide certificates of insurance evidencing the insurance required pursuant
to the terms of this Agreement, which certificates shall be executed by an authorized
representative of the applicable insurer, and which certificates shall be delivered to the
Customer prior to Redflex commencing any work pursuant to the terms of this
Agreement.
19
Exhibit "B"
Compensation Payable to Redflex.
Customer shall pay to Redflex $5 per each and every "Registration Hold", "FLAG"
and/or "REGISTRATION DECISION" issued, determined, approved and/or rendered by
the Texas Department of Motor Vehicles and/or agent and/or authorized representative
thereof, in the initial batch file submitted.
2. Customer shall pay to Redflex $10 per each and every "Registration Hold", "FLAG"
and/or "REGISTR.ATION DECISION" issued, determined, approved and/or rendered by
the Texas Department of Motor Vehicles and/or agent and/or authorized representative
thereof, in each subsequent batch file submitted.
3. Invoicing for the service herein to be held for 90 days following the submission of the
first batch file.
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