Ordinance 11-1967 - Withdrawn from the Agenda ORDINANCE NO. 111 -1967
AN ORDINANCE OF THE CITY OF LONGWOOD, FLORIDA,
APPROVING AND AUTHORIZING THE EXECUTION OF THE
TRAFFIC SIGNAL VIOLATION VIDEO- ENFORCEMENT
SYSTEM, AND STREAMING VIDEO MONITORING SYSTEM
LEASE AND SERVICES AGREEMENT WITH SENSYS
AMERICA, INC.; PROVIDING FOR CONFLICTS,
S'i VERABILITY AND AN EFFECTIVE DATE.
WHEREAS, the City of Longwood desires to obtain certain traffic signal violation
detection systems, streaming video monitoring systems and related services; and
WHEREAS, Sensys America, Inc. provides the aforesaid systems and services desired by
the City; and
WHEREAS, in February 2011, Sensys America, Inc. was awarded a contract with the
City of DeLand through a competitive sealed request for proposal process to provide the
aforesaid systems and services to the City of DeLand, and Sensys America, Inc. is willing and
able to provide said systems and services to the City of Longwood for the same material terms
and conditions as Sensys America, Inc.'s contract with the City of DeLand; and
WHEREAS, the City Commission finds that waiving the City's standard procurement
process and piggybacking on the City of DeLand's competitive sealed request for proposal
process and contract with Sensys America, Inc. by entering into and approving the Traffic Signal
Violation Video - Enforcement System, and Streaming Video Monitoring System Lease &
Services Agreement with Sensys America, Inc. attached hereto as Exhibit "A," is in the best
interests of the City; and
WHEREAS, the City Charter requires that contracts providing for payments beyond the
end of a fiscal year must be approved by Ordinance.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF LONGWOOD, FLORIDA AS FOLLOWS:
Section 1. Recitals. The above recitals are true and correct and constitute the City
Commission's findings.
Section 2. Approval. The City Commission hereby approves the Traffic Signal
Violation Video - Enforcement System, and Streaming Video Monitoring System Lease &
Services Agreement with Sensys America, Inc. attached hereto as Exhibit "A" ( "Agreement ").
The City Commission further authorizes the execution of the Agreement by the Mayor and for
the City Clerk to affix the official seal of the City of Longwood to the Agreement and attest the
Page 1 of 2
same. The City Commission hereby waives the City's standard procurement process for the
purposes of entering into the Agreement, which the City Commission finds to be in the City's
best interests.
Section 3. Conflicts. If any Ordinances or parts of thereof are in conflict herewith, this
Ordinance shall control to the extent of the conflict.
Section 4. Severability. If any portion of this Ordinance is determined to void,
unconstitutional, or invalid by a court of competent jurisdiction, the remainder of this Ordinance
shall remain in full force and effect.
Section 5. Effective Date. This Ordinance shall take effect upon its second reading and
final adoption by City Commission.
FIRST READING:
SECOND READING AND ADOPTION on this day of 2011.
CITY cCOMMISSION
CITY OF LONGWOOD, FLORIDA
Joseph Durso, Mayor
ATTEST:
Sarah M. Mirus, MMC, MBA, City Clerk
Approved as to form and legality for the use and reliance of the City of Longwood, Florida only.
Daniel W. Langley, City Attorney
Page 2 of 2
City of • • ••d
Proposal for Red Light Photo Enforcement
Sensys America, Inc.
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"The Photo Enforcement
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To Promote, Protect and Summary
Improve the Health, Safety and
Technology Our systems are the best,
Welfare of Longwood's Citizens most reliable systems in
the word.
Pricing Our pricing proposal is
favorable to the City and
respectful to its taxpayers
Sensys America, Inc. is the exclusive agent of Sensys Traffic, AB, and Service As an employee owned
its world leading automated enforcement technology. Sensys company, you are always
technology is deployed in thousands of locations worldwide; than all dealing with an owner.
US installations combined. Our red light enforcement technology has Safety The safest countries in
passed stringent certification standards that far exceed anything the world use Sensys
required by the IACP or any other certifying agency in the United technology exclusively.
States.
Value The Best Price plus The
The City of Longwood can do no better than to partner with Sensys Best Product equals The
Best Value.
America for this important public safety initiative. From the quality of
our technology to the respect our pricing shows to your taxpayers,
Sensys America is the best choice for the City of Longwood.
sensys
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City of • .•• Proposal April 1 20
sensys
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Dear Mayor Maingot, Deputy Mayor Cortes, Members of the City
Commission and Police Chief Hickson: `
Thank you for giving us the opportunity to offer to the City of
Longwood a world -class red light photo enforcement program. Our 'f
photo enforcement technology has been deployed successfully in over
4,000 thousand locations around the world. Sensys America, a Miami
based company, with field office's in the Orindo area, will provide
Longwood with unparalleled technology, service, delivery, and
customer support. We look forward with great enthusiasm to
extending our relationship with Longwood and setting the standard for
photo enforcement programs in central Florida.
We offer competitive pricing identical to that recently selected by the
City of Deland, Florida, and we guaranty that the City will bear „
absolutely no upfront cost and will never be responsible for amounts in <ir <�r.
excess of fines received by the City. We propose a no cost mechanism
for the City to protect the lives and livelihoods of its citizens.
Sincerely,
Todd A Eikinas, Principal
Com pact D esig n
Installs in i Da y.
self-
c ontained , sleekly designed n that installs with
minimal traffic interruption in only one day. Should a
system ever need o be relocated do ne in only
one day and at absolutely no cost to the City.
Unlike most red hght enforcement systems, our solution
is • . letely non-intrusive. AJI our • .•
installe above ground . we never cut into the road
This scene is repeated all oo often across Florida suo�ice ever. Our modular con g r atulated
and the rest of the country. Longwood is to be
. commitment . ._ rap repair 99% . •u . desi
u disrupt •
techn ology available to help reduce deadly car the City. Our . light syste
establishe crashes and enhance the safety and quality of life under standards that exceed even the most stringent
of its citizens. Sensys America shares this
by or o ther
c ommitment •
City of • ••. Proposal April 1 20
Rsz_o Lo
Proposal Summary
Sensys America, Inc. ( "Sensys ") offers the City
of Longwood a comprehensive, unsurpassed
Red Light Safety Program dedicated to meeting
the City's goals of promoting, protecting and
improving the health, safety and welfare of its _
citizens. Our advanced technology helps gY p Using military grade
prevent motor vehicle crashes, reduces red light radar, Sensys provides the
running, enhances public safety and saves lives most technologically
unnecessary human suffering. advance photo red light
®— system in the world.
Introduction
Our Advanta!�e
With consistent and reliable red light enforcement,
the City of Longwood will experience fewer We offer the City of Longwood the finest technology
accidents, which will allow you to use scarce in the world. Our Red Light Safety Systems, based
municipal resources for building your community on advanced science, exceptional engineering and
rather than attending to the expensive and often dedication to reliable, problem free use, will exceed
catastrophic consequences of motor vehicle crashes. the City's expectations in every respect. There is
nothing offered by an American vendor that
We look forward to working with the City of compares to our advanced automated enforcement
Longwood on creating a photo enforcement program systems. Whether measured by accuracy, flexibility,
that is the best in the world. durability or environmentally sensitive design, our
Who We Are Red Light Safety Systems are superior to anything
else available to Longwood.
Sensys is an employee owned company
headquartered in Miami, Florida. Every owner is Technology
involved in the day -to -day operation of the company. Our Red Light Safety Systems are based on the
This means that every person you deal with has a RS240 multi - tracking radar, the most advanced
personal stake in your satisfaction and the success of positional radar in the world. The RS240's key
your program. features include:
We are experts in the field of photo enforcement. ➢ Certification that exceeds IACP standards
We have decades of combined experience ➢ Up to four lanes of comprehensive
developing, installing and operating photo red light enforcement with a single system
programs throughout the country and throughout the ➢ Remote programming and configuration
world. Should the City experience any difficulties ➢ Continuous, automatic internal system
with its program, it will benefit from our direct
accuracy tests
involvement; not that of a lower level employee that
lacks our experience and training.
s
RMOPICH
City of • •• Proposal r 1 2011
Proposal Summary (continued)
➢ Extremely rapid installation with minimal needs.
traffic interruption ➢ Provide a 24/7/365 information hotline
➢ System relocation at no cost to the City ➢ Facilitate hearing and provide information
➢ Sleek, inconspicuous design that does not helpful for all parties to receive a just and fair
interfere with the look and feel of the local result in any adjudication.
neighborhoods Pricing
We have nearly three decades' combined experience
in the photo enforcement industry. Our technology All Inclusive
has been installed in thousands of locations Our proposal is simple and competitively priced.
worldwide — from densely packed cities in the Our price includes absolutely everything that the City
scorching desert to frozen rural highways near the will need to run a first quality photo enforcement
Arctic Circle. program including:
Service ➢ Equipment
We are a Florida headquartered company with a ➢ Poles
commitment to servicing the Florida community. ➢ Power and Communications
Photo enforcement is not merely our business; it is ➢ Software
our passion. So much so that each employee of the ➢ Licensing and Permitting
company has invested his own time and treasure into ➢ Maintenance
ensuring its success. We are proud to be a 100%
employee owned company. What this means for the ➢ Comprehensive Warranty
City is that it will never deal with some commission- ➢ Full Back Office Support
based salesman that it will never see again after the ➢ First and Second Notice of Violation Mailing
contract is signed. We want your business, but we ➢ Certified Uniform Traffic Citation Mailing
also want to join your community. Every person ➢ E- Citation Compliance
involved in the City's red light enforcement program
will have our CEO's cell phone number. And every ➢ Expert Testimony
employee that the City deals with is an owner. We ➢ On -site Payment Kiosk
have staked our reputations and livelihoods on the ➢ Training and Continuing Education
success of your photo enforcement program. Can Revenue Neutral Guaranty
there be a better assurance that you will receive the
highest quality customer service now or in the future? We guaranty that the City of Longwood will never
be required to pay more for its photo enforcement
We guaranty that your Red Light Safety Program program than it receives in revenue from fines
will be professional and courteous at all times. generated by its photo enforcement program.
Whether we are dealing with a judge, police officer Compliance With Law; Binding Offer
or member of the public, we will inspire confidence
Our pricing proposal is made with due regard for the
in the integrity and reliability of your Red Light requirements and restrictions imposed in the Mark
Safety Program. Wandall Traffic Safety Act. The pricing and other
Specifically, we will: terms specified in this Proposal are firm and will
➢ Make the Citizen Interface easy to use, remain open for 60 days after the date hereof.
informative and responsive to customer
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City of Longwood Proposal April 10, 2011
PROPOSAL1
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W
Our Proposal
The City of Longwood seeks a world class Red Light Photo 5A
Enforcement Program.
We propose a comprehensive, turnkey solution that meets or exceeds Red Light Running
all of the City's requirements. Our technology, service and pricing set
us apart from other vendors that the City may be considering. Our — A Serious Issue
unique position in the marketplace and our passion for the lifesaving
technology we offer affords Longwood the opportunity to have the best Traffic crashes are the single most
technology, the best service and the best value. significant cause of preventable death
and injury in North America. In 2007 in
the U.S., almost 900 people were killed
In addition, our sleek, flexible and modular design provide Longwood and an estimated 153,000 were injured
with maximum flexibility. Our installations are so simple that we are in crashes that involved red light
the only vendor that offers system relocation at absolutely no cost to the running.
city.
Public costs exceed $14 billion per year,
We have designed the Sensys America Red Light Safety Systems to and more than half of the deaths in red
exacting standards that guaranty program operation that is accurate, light running crashes are other motorists
professional, seamless and nearly invisible to the City. We will and pedestrians. There is no doubt that
red light runners are dangerous drivers
measure out success by the level to which we make your lives easier. who irresponsibly put others at risk. In
From the first day of contract finalization to the final restoration at the America's cities — where too often the
end of the program, we handle everything that we are permitted to yellow light has come to symbolize
handle. And for those activities that require City attention as a matter "hurry up" instead of "slow down" —
of law, we have created reliable, easy to use tools that make them a red light running is the leading cause of
all urban automobile crashes.
snap.
The American public recognizes the
problem, is deeply concerned about red
` light running and supports the use of red
light cameras. A 2002 nationwide survey
l sponsored by the National Highway
�.. Traffic Safety Administration and
conducted by the Gallup Organization
found that 75 percent of drivers favored
the use of red light cameras. Most
Americans (96 percent) are afraid of
being hit by a red light runner, but
nearly one in five admit to running a red
light in the last ten intersections. The
leading excuse given for red light
running was neither frustration nor road
rage; it was "being in a hurry."
National Campaign to
Stop Red Light Running
Sen ys
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City of • ••• Proposal April 10, 2011
Proposal (continued) We provide 100% of the equipment and
Pre - installation Services personnel required for unattended operation of
We have already performed intersection analysis in our Red Light Safety Systems. All equipment
Longwood and have recommended six intersection (including the flash) is enclosed within the
approaches for photo enforcement. We have already single, sleek, unobtrusive unit, which installs
received Florida DOT approval of our general easily on a small pole or attaches to an existing
intersection design and we will submit final pole. Sensys does not use traffic loops or sensor
intersection plans to FDOT for approval within two arrays and there are no appurtenances. What
weeks of contract signing. you see is what you get.
No matter how carefully any site is evaluated, Our team of experienced experts in the
installation, maintenance, repair and operation
sometimes program results differ from those of photo enforcement systems has overseen the
anticipated by the site evaluation. For most vendors, installation of over 400 red light and speed
this presents a serious problem, as their red light enforcement systems in the United States.
enforcement systems are complex, bulky, expensive
to install and even more expensive to move. Because Public Relations and Warning Periods
of the Sensys Red Light Safety System's compact, Because we can install systems with very little
sleek design, if a particular site fails to perform as effort, we can focus our attention and energy
expected, or it becomes obsolete due to traffic pattern where it belongs: providing public awareness
changes or driver behavior modification, the System and education, training the City's personnel
can be easily and rapidly relocated. Your program is and ensuring that every person that comes in
guaranteed to have maximum effectiveness for the contact with the City's red light enforcement
life of the program. program has a positive experience.
Strict Compliance With Law, Ordinance, Rule and Although automated enforcement is
Regulation supported by a majority of the population,
The Mark Wandall Traffic Safety Act provides there remains a small but vocal segment of
Florida municipalities an enhanced sense of security the population that consistently attempts to
regarding the legality and enforceability of their red thwart an effective program. The
light programs. But this new law also creates some introduction of new red light enforcement
uncertainty. The Act authorizes new FDOT
regulations and places new restrictions on how program is likely to ignite a public
municipalities can pay vendors for the services that backlash. In order to counter this, we propose
are provided. We constantly monitor law, regulation a public relations campaign that focuses on the
and litigation related to automated red light safety benefits of the program and targets
enforcement and we are committed to running your natural allies of the program, specifically,
program with perfect compliance and unimpeachable parents of school children, running and bicycle
integrity. We are steeped in all applicable laws, clubs, emergency response personnel, trauma
regulations, ordinances, rules and rulings associated center physicians, insurance companies and
with capturing motorists traveling on public roads motorist organizations.
(including privacy and related concerns). The City's
program will, at all times, conform to the letter and
spirit of the law.
Installation and Testing
City of • ••• Proposal April 1 2011
PROJECT TIME LINE
Sensys Red Light Safety Systems are among the easiest to install in the industry. This is the result of
careful design that allows almost all work to be completed off site. Although there are a number of
factors beyond our control that could delay a project (such as severe weather, FDOT), we make every
effort to meet agreed upon time lines. Below is the project timeline.
DAYS ACTMTY /MILESTONE Status
0 Intersection Walkthrough Completed
0 Video Intersection Profile Completed
0 Review VIP with City Completed
0 Engineering Meeting with FDOT— Completed
Discuss intersection design,) p
0 Engineering Design begins Started
14 Submit intersection plans to FDOT Open
(District 5) for review p
2 Database build for processing Started
I Database and processing system Open
meeting p
2 Revisions to preliminary drawings Open
Submit final intersection design plans
5 to FDOT Open
1 Pre - construction meeting Open
2 Back -office Training Open- Sensys Program Manager and City personnel
10 Construction begins at all selected sites Sensys personnel, Subcontractors
5 Systems Configuration and Testing Sensys personnel
42 Cameras /Back -Office Live Milestone
I City "Sign-Off' Open
30 Commence 30 day warning period Open
73 Official "GO- LIVE" Longwood Officials, Sensys personnel
sensys
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City of Longwood Proposal April 10, 2011
Proposal (continued)
Perhaps our most important public outreach program Event Processing, Officer Approval, Printing and
includes a unique manner of issuing warning Mailing
"Citations" during the first month of the program. Once your Red Light Safety Systems are functioning
Most vendors during the warning phase of a program and the warning period has expired, we commence
send out official looking documents that have the full time enforcement. In the next section, we
look and feel of an actual citation. These warnings provide the technical and scientific discussion about
tend to shock the citizens and generate a public how our remarkable technology captures practically
backlash. Instead, we send out warnings in a letter every red light violation. Here, we discuss exactly
format. These letters notify the violator that he or what happens from the moment we capture an event
she was captured exceeding the posted speed limit, until that event is fully resolved. When the Red
but then go on to talk about the dangers of red light Light Safety System captures photographic and video
running and the importance of coming to a full stop evidence of a vehicle running a red light (an
at intersections. We have discovered that when "Event "), the electronic data is encrypted and
violators are educated about the risks of red light transferred to our Event processing center via secure
running and the dramatically reduced instances of connection. Thereafter, the Event data goes through
death or serious injury resulting from more careful several phases of review including a mandatory
driving, they become more appreciative of the review by a City authorized law enforcement officer.
program and tend to support its continued operation We do not refer to an Event as a Violation or
in the City. Citation until an authorized City law enforcement
Personnel Training and Continuing Education officer has approved it.
Our law enforcement training program will ensure Event processing begins with the transfer and upload
that Longwood law enforcement personnel are of Events to the processing center. Once the incidents
thoroughly prepared to testify knowledgeably about are uploaded to our "in- station" server, the
the principles our Red Light Safety Systems' possessing commences with the first level of review
equipment, operation, and citation processing steps. and quality assurance what we refer to as
We will provide all necessary visual aids for "Verification."
equipment and process description. We also will Processing. A trained associate extracts the original
review with law enforcement the types of questions "raw" digital still images, digital video and violation
or challenges raised in court and the appropriate data and commences the review process in
rebuttals. This training will ensure law enforcement accordance with the specific procedures established
personnel can testify about the authenticity of the by the City:
citation and the reliability of the equipment and ➢ Reviewing multiple high resolution still
processes that produced it. images and video to ensure that the images
We believe that a successful program involves the meet the City's clarity, color, and resolution
thorough training of all City personnel who are standards
involved in the program. We will provide organized, ➢ Confirming that a prosecutable violation has
classroom style training for all personnel and we also occurred that meets the criteria developed by
offer updates, refresher courses and training for new the City
personnel in person and through web classes. As
always, our experts will be available any time for
consultation or additional training.
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City of • ••. Proposal April 10, 2011
Proposal (continued)
➢ Enhancing image quality solely for the Law Enforcement Authorization
purpose of improving visual inspection of the Using a provided on -line application (Event Viewer),
Event, by lightening, darkening, lightening, law enforcement personnel will review and
or increasing the image contrast. Original authorized for Citation or discard each Event. The
images are retained for record and Event Viewer allows law enforcement personnel to
technology challenge purposes review Event data remotely and either authorize the
➢ Cropping of images for inclusion in a printed issuance of a Citation or reject the Event. Event
Citation and on -line image viewer. Viewer can be accessed by assigned users through
➢ Extracting license plate information and any computer that has Internet access and is
obtaining registered owner information from completely secure, using robust user management
the Florida Department of Highway Safety and Internet security protocols.
and Motor Vehicles (FDMV) and other state Once an officer logs in to Event Viewer, he will be
motor vehicle departments (DMVs). able to see all Events submitted by Sensys for review
Verifying that DMV information matches after completion of all phases of Processing. Clicking
image date; make, model, color, and on one of the Events will pull-up all the violation
approximate model year. images and specific violation details for easy and
We will ensure that a dedicated processor is trained prompt review. Authorized law enforcement
on the City's specific requirements. Our experience personnel have the option to review each Event and
indicates that a dedicated processor is most effective indicate whether the officer authorizes a Citation or
in evaluating each evidence package prior to rejects the Event.
submission to the City's Police Department for If the Event meets the legal criteria for a Citation, the
review. Our processor will learn the City's criteria for officer will approve the Event and transmit that
evidence suitability, image quality and threshold approval to the Processing System for mailing as a
compliance. Accordingly, City resources will not be Citation.
wasted on reviewing and discarding inadequate If an officer rejects an Event, it can either be
images. discarded permanently or resubmitted for further
Processing. Further Processing may include more
Processing is completed within two business days image enhancement, additional DMV research or
after Verification is complete. information confirmation or correction. When an
event is rejected, the reason for rejection can be
Quality Assurance. Quality Assurance comprises a noted by the officer and Sensys will track rejection
final review of the Event before it is submitted to data to ensure optimal program performance.
City law enforcement personnel for authorization. A
trained and experienced processing supervisor Adjudication and Court
reviews the Event information to confirm strict The Sensys Red Light Safety Systems create an iron
adherence to the PPM. Only after completion of clad evidence package that proves each violation
Quality Assurance are Events submitted beyond a reasonable doubt; well above the threshold
electronically to City law enforcement personnel for for civil violations. Thus, when violators review
authorization. their citation images and violation video on line, they
Quality Assurance will be completed within one generally do not contest the matter. When a violator
business day after completion of Processing. whishes to exercise his or her right to a hearing,
Sensys provides an online calendaring and
adjudication interface for the violator, police and
court use.
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City of Longwood Proposal April 10, 2011
(Proposal continued) ➢ Payment Coupon & Payment Instructions for
walk in payment and payments made by mail
The Red Light Safety Systems record and preserve all ➢ URL for on -line Viewing & Payment
Event, Processing and authorization and discard Other Citation Information will be established at the
data. This information can be accessed using discretion of the City.
standard, commercially available software to create Printing and mailing are completed within two
daily, weekly, annual and full program reports. business days after Law Enforcement Authorization.
These reports can be customized and used for
internal assessments, press inquiries, court or hearing 2 " Notices and Uniform Traffic Citation Printing. If
evidence, public relations and program effectiveness the violator has not made payment or adjudication
evaluations. These reports can be generated arrangements within thirty days after issuance:
automatically and delivered to you electronically at ➢ 2 n UTC letter will be mailed following
intervals of your choosing. We can also provide the Florida legal requirements.
mathematical and statistical expertise to perform ➢ The appropriate court database will be
statistical and regression analysis. This will ensure electronically updated with all issued UTC
that the Town makes the most of the data it collects. information.
All of our reports can be accessed using our secure, The Sensys Red Light Safety Systems collect and
web based portal. Reports can also be delivered at retain information about traffic volume, specific
your direction by email or in paper format. speed, maximum and minimum measured speeds,
Printing and Mailing. Upon law enforcement average and mean speeds, violation frequency,
authorization, the Processing System automatically violation severity, times of violations, self calibration
queues the Citation information and violation images results, uptime availability percentages, service
for Citation notice generation, printing and mailing intervals, pending calibration dates and practically
to the registered owner of the vehicle that committed any other program data the Town would like to
the violation. record. Because this data is stored in a SQL database,
we can easily prepare custom data queries and
The citations will include all the following custom reports exporting to commonly used formats
information: (i.e., Windows Excel). Histograms and other graphic
➢ Registered owner's name and address representations are easily prepared to your
➢ License plate information of vehicle specifications and always available for submission to
➢ Violation and description (Red Light) courts with all proper authentication.
➢ Date, time, and location of offense
➢ Response date
➢ The date of issue on the citation is the date it
was printed and mailed. This is different
from the date of the violation. Both dates are
included on the citation.
➢ Color photographs of the vehicle before and
after the stop bar with the red phase visible in
both photographs
➢ Speed of the vehicle.
Other Citation highlights typically includes:
➢ Adjudication Instructions
�sensys
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City of • ••• Proposal April 10, 2011
Proposal (continued)
Court Packages. We will produce a court package in
accordance with the applicable Court's requirements
and specifications. This court package will be
delivered electronically to you well in advance of any
hearing date. The violation video, citation images,
registration and driver's license data, processing
history, and citation layout are available via the
Sensys - provided laptop for court display.
Additionally, we will develop a court support binder
for each enforcement site that will provide an easy
reference tool for law enforcement officers during
hearings. Court binders will include all relevant
references to the enforced sites, including
documentation and approvals, installation details
and warning sign images. We will develop a
spreadsheet with available court dates and
authorizing officer availability. The officer will be
notified of an appeal and the date and time of the
scheduled appeal hearing. We will also prepare all
associated digital photographic and video evidence
from which the citation violation images were
selected. Furthermore, the evidence package will
contain a record of equipment test data, mailing
records and relevant electronic log files certifying
proper equipment operation at the time of the
violation.
We will work with the applicable Court and court k
officials to develop an approved process for
providing a copy of the citation along with an
affidavit designed to authenticate and ensure the
admissibility of the citation. The affidavit will be y;
from a competent witness with first hand knowledge ,
of the facts necessary to qualify the citation as a.
business record and to establish the reliability of the
equipment and processes that produced the citation.
In the event that Longwood requires an expert
witness to testify in court as to the operation of the
camera system, collection, and processing of the
evidence submitted to the court, we will provide a
qualified member of our team.
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City of Lonpvood Proposal April 10, 2011
Proposal (continued)
effectiveness, accuracy and reliability of our Red
Web Access, Citation Viewing and Payment. Our Light Safety Systems. In order to allow for judicial
Citizen Citation Interface (CCI) provides secure notice to be taken of the evidence provided by the
access to violators, Police and Court personnel. Sensys Speed Systems, we will provide the testimony
Violators access the CCI using their violation of the experts who actually developed, designed and
number and a unique PIN. For Police and Court built the Red Light Safety Systems. In addition, our
personnel, we use two factor authentication for highly trained and credentialed professional staff, all
access to this secure web portal. of whom have appropriate education in engineering
We will provide the City and other court systems or a related discipline, are readily available at any
with a complete, reliable, automated and web time to provide expert testimony as to the
enabled system that will allow alleged violators to effectiveness of the Red Light Safety System as well
make payments. In addition, this module will give as the science behind it.
court personnel and hearing officers online access to Customer Help Line. We provide a staffed telephone
evidence packages, case history and, if requested, desk operational during normal business hours for
violation and payment records of accused violators. purposes of assisting violators, City personnel, law
The module will allow adjudicators the opportunity enforcement and court personnel. Our help line will
to enter case dispositions in real time (including provide. In addition, City personnel will be given cell
point and click drop down menus for standard phone numbers for the Sensys program manager and
dismissals) and the information will be transmitted Sensys' executive officers. There will never be a time
immediately to our personnel for appropriate action. where the City cannot reach a Sensys representative
We will accept, record, track and report all to attend to any issue that should arise.
payments. In addition, for citizens that require Pre - configured and Customized Reports
additional time to pay, we will accept and track
partial payments. This is very important during these Our systems include reporting capabilities that
difficult economic times. Finally, our Citizen provide detailed reports on all aspects of your
Citation Interface allows violators to view their program. Many of these reports are pre - configured
citation on line and, if they so choose, pay the and may be suitable for all of the City's needs. The
citation directly using any major credit or debit card reports, however, are completely customizable and
for a modest processing fee. can be modified easily by City officials or, at the
Expert Testimony. The Sensys Red Light Safety City's request; we will configure any type of report
System is based tried and true science; namely, the needed.
Doppler Effect. Speed measurement by this method System Maintenance and Repair
has been accepted as routine in every jurisdiction in The Red Light Safety System was designed to
the United States. Accordingly, judicial notice of the operate with minimal human interaction. This
accuracy and effectiveness of the Red Light Safety amazingly stable technology self calibrates and
Systems will be readily established. To facilitate this monitors itself constantly.
process, we will provide expert testimony, as
necessary, even including members of the team that
developed our proprietary RS240 Dual Doppler
Positional Radar system (more on this later) if
requested. Expert testimony will be provided at no
additional charge.
We will provide as part of the services included,
expert testimony sufficient to establish the
�sensys
Rillericli
City of • ••• Proposal April 1 2011
Proposal (continued)
The system provides and instant alert to our staff publicized City Meeting at which we, along with law
when anything is amiss. We visit each site at least enforcement and City officials, present the photo
monthly, cleaning lenses, and checking all system enforcement program to the City citizens. This
functionality. (We do not inspect exposed wires presentation would include a presentation about the
because we don't have any. Exposed wires are importance and effectiveness of photo enforcement,
dangerous and subject the system to easy tampering the science and engineering behind the photo
by vandals). But our repairmen are as lonely as the enforcement technology and common
appliance repairmen of television fame. Our misconceptions about photo enforcement. We
equipment operates reliably nearly all the time. On recommend addressing the following issues:
that rare day when something does go wrong, we ➢ It truly is about safety, not a revenue grab by
have immediately available trained staff and the City
replacement inventory on site. Of course, we ➢ Constitutionality: Every appellate court that
perform routine maintenance (lens cleaning, external has considered the issue has ruled that photo
system tests and damage inspections) regularly. The enforcement is constitutional
City is guaranteed 99.9% up time with our Red Light ➢ Citizens are afforded more due process than
Safety Systems. the law requires
Each Sensys Speed System is fully contained in a ➢ Photo enforcement changes driver behavior
single, solid -state tower. Each component part is and saves lives
rack mounted inside the tower and can be removed
or installed as easily as plugging in an electric outlet. In connection with any City meeting, we would
So in the unlikely event that a piece of Sensys expect vocal opponents of photo enforcement to
equipment malfunctions, one of our local, trained show up. In advance of the City meeting, we would
prepare all speakers with information that is
technicians will rapidly identify the malfunctioning
component, pull it out and replace it with stock responsive to common complaints. In addition, we
inventory that we will keep on hand locally. Thus, will include members of our staff (including a former
Vial attorney) who can address technical and legal
any repair can be accomplished within hours and the
City will lose practically no enforcement time. matters associated with photo enforcement.
Because our technicians are local, we can physically It is our hope that by starting out on the right foot
inspect any system that indicates a problem and with Longwood citizens, the program will be well
repair it well within the 72 -hour time line, typically accepted and effective for many years.
within 24 hours. Only when a system is destroyed or
severely damaged will we require additional time.
But even if a Sensys unit needs to be fully replaced,
the simplicity of installation will have you up and
running faster than any other vendor can promise.
Informational City Meeting
There is a great deal of information and
misinformation available on the internet, in
newspapers and other sources. Some of this
information is correct, some if it is misleading and
some of it, unfortunately, is flatly false. In
connection with the commencement of a photo
enforcement program, we recommend a well-
City of • ••• Proposal April 1 2011
Proposal (continued)
Our Technology
Years of Problem
Free Operation
j All Sensys Red Light Safety System
i equipment and software undergoes
I serious laboratory and field - testing. In
addition, it is subjected to (and passes
with flying colors) the most stringent
qualification certification standards in
the world. These tests include subjecting
i the hardware to laboratory extremes
harsher than the most inhospitable
I climates in the world. The Systems are
then subjected to real life field tests from
Saudi Arabia to the Arctic Circle.
Our Red Light Safety Systems work
Our Red Light Safety System installs, in most cases, on a single pole from the most extreme cold to the most
approximately 110 to 80 feet behind the stop line. The system captures a extreme heat. There is no weather in the
photograph of a violating vehicle at the virtual stop bar (several feet behind the City of Longwood that will give these
hardy systems even a moments pause.
painted stop bar) and a second photograph at the virtual confirmation line Thus, from the first day we arrive with a
(well into the intersection). Both virtual lines are remotely configurable in real traffic and site evaluation system until
time. So if the City changes the location of the painted stop line or the system the last day of our agreement, the City
is not operating optimally, we can adjust the virtual lines to maximize system will enjoy a problem free, error free
efficiency. This is simply not the case with systems that use in ground loops or turnkey solution.
sensors. More than 4,000 Sensys Systems have
been installed worldwide. We have the
Because our Red Light Sa ety System is so simple to install. we are able to design and installation expertise to
relocate the system at no cost to the City and with minimal interruption in install our remarkably flexible Red Light
service. Safety Systems practically anywhere.
The ruggedized system components and
Should the City ever elect to use photo enforcement for speeding violations, tamper proof enclosures ensure that the
systems will require little more than lens
these Red Light Safety Systems can begin such enforcement immediately with cleaning and routine calibration during
the click of a switch. We require no additional hardware and no additional the life of the contract.
configuration. No other vendor can offer this benefit. Across all programs using the Red Light
Safety Systems, average up -time
exceeds 99.9 %.
sensys
- nmericli
City of • ••• Proposal April 10, 2011
Proposal (continued)
The Sensys Technology Advantage In addition, the RS240 has solved a problem that has
Red Light Safety System. The Sensys Red Light dogged radar systems since they were first
Safety System is based on Sensys' RS240 multi- introduced; namely, the false readings caused by
tracking radar. This highly advanced wide -beam signals bouncing off of objects other than the
radar unit is capable of tracking multiple vehicles measured vehicle. Many road features, such as
simultaneously over several lanes for up to 500 feet. overpasses, large buildings, fans, embankments and
Vehicles traveling through the enforcement zone are the like, as well as the wheels of a moving vehicle,
monitored 21 times per second, their speed and can bounce a radar signal back to the device
indicating an incorrect speed. For example, in 2004
position are precisely determined using Doppler the Pennsylvania State Police purchased hundreds of
analysis and confirmed using a simple distance over new radar guns. They were clocking rocks at 70 mph
time calculation. The Red Light Safety System's as a result of mechanical interference from the police
internal computer then uses a proprietary algorithm, car's heater /air conditioner. The RS240 multi-
comparing the speed of all oncoming vehicles in the tracking radar, using its continuous secondary speed
enforcement zone against the time that the light is verification, filters the erroneous signals and provides
expected to change to red. When it detects a vehicle only accurate speed and position readings.
crossing the stop bar after the light has changed to
red, the RLSS captures the violation with two high The RS240 provides the highest level of legal security
resolution digital photographs, the first showing on the market. Sensys Safety Systems are unique in
vehicle behind the stop bar while the light is red and meeting the requirements set by the Swedish
the second shows the violating vehicle past the stop National Police Board and the Swedish National
bar and intruding into the intersection. The system Testing and Research Institute according to their
also captures a high - resolution image of the vehicle's stringent legal- security standards. There is not a
license plate. To create 100% picture identification, single accrediting agency in the United States that
Sensys also offers a full motion video clip of the has higher certification standards.
violation. This complete evidence package is
practically impossible to refute in court.
The RS240 Dual Doppler Positional Radar. The heart
of all Sensys market leading products is the RS240
radar sensor. This amazing radar device effortlessly
and accurately tracks the speed and position of
multiple vehicles simultaneously. Sensys refined the
most advanced military radar technology developed
for demanding defense industry applications to create
the RS240. The RS240 provides the technological
core of its red light enforcement solutions and also
provides the stable, reliable and accurate information
necessary for traffic counts, video monitoring,
incident detection and much more. The RS240 is
completely non - intrusive and never requires intrusion
into the road surface. The unique multi- target
tracking function, which enables measurement of the
speed of each vehicle more than 20 times per second, The RSA240 is a small but powerful
makes the RS240 an extremely advanced radar. military grade radar that outperforms
anything on the market
1
nmericn
April 1 1
City • • ••. •.•
Proposal (continued)
The RS240 is certified accurate to within 0.6 miles
per hour within the 12 to 60 miles per hour range and
+/- 1% within the 60 to 180 miles per hour range.
This accuracy significantly exceeds the IACP's speed
accuracy requirements as specified in the IACP
Across- the- Road Radar Module Speed- Measuring
Device Performance Specifications. The RS240 is
designed with an internal automatic calibration
function to ensure correct measurements at all times.
It accurately measures speeds up to 180 miles per
hour, which well exceeds the minimum requirement
of 96 miles per hour set forth in the IACP
specification.
Camera Technology. Sensys speed systems are
flexibly designed to incorporate a host of advanced
camera technologies. All Sensys speed enforcement
systems are capable of functioning using 12.4
megapixels or higher. Indeed, Sensys recently
incorporated the Nikon D3X, which captures at an
astonishing 24.5 megapixels!
We love the advancements in camera technology as
much as anyone. And the latest and greatest
cameras truly are impressive. But there are always
tradeoffs and increasing the image density also
increases the bandwidth required for data transfer
and slows overall system performance. Also, we are
also mindful of the City's budget and will always
seek to provide the City with the most cost effective
solution to best meet its needs. Some of Longwood'
roads may require 12.4 megapixels or greater. Where
this is the case, we will install systems with up to 24.5
megapixels as necessary to capture images sufficient to
document a violation. But this is the exception rather
than the rule. In most of the areas being considered
for enforcement by the City of Longwood, 10
megapixels or even fewer would be more than
sufficient to capture crisp, clear images with superb
resolution and excellent evidentiary value. And the
lower cost benefits the City.
V S
t
City of . ••• Proposal April 1 20
sensy
HMOPICH
r
Proud Partners in Vision: Zero �
i
We propose a public outreach and education program modeled after the
successful "Vision Zero" program initiated by the Swedish government in
1999. This 11- point plan, which includes the exclusive use of Sensys
technology, dramatically improved traffic safety and greatly reduced the
number of people killed and injured in traffic accidents. Vision Zero has
contributed to making Sweden the safest place in the world to drive! The Vision Zero is a Swedish
long -term traffic safety aspiration of Vision Zero is that no one will be transportation program that is
killed or seriously injured in Sweden as a result of a traffic related based on the premise that no one
incident. Swedish Road Administration (SRA) surveys show a widespread should be killed or seriously
public awareness of traffic safety issues and a great acceptance of injured for life in road traffic. The program was developed in 1995
automatic speed enforcement. and implementing legislation was
adopted in 1997. The program's
We are proud of our participation in Vision Zero and believe that the goal is to eliminate fatalities and
dramatic safety benefits demonstrated in Sweden and other countries serious injuries by 2020.
where Vision Zero has been adopted will result from Longwood's Vision Zero, and its exclusive photo
adoption of Sensys technology and its world class photo enforcement enforcement partner, Sensys, have
program. helped make Sweden one of the safest
countries in the world to drive.
tr Number0deaths More
Sweden fatalities
1950 1960 1970 1"0 1990 2000 2008
J The Vision Zero approach to road safety is highly
one of • . 's lowest traffic-
Traffic
show that
linked to changes in economic growth. But we safety does not compromise mobility. On the contrary,
can clearly see that road deaths have continued increased mobility actually depends on effective road
o decrease despite . traffi This
g chart shows the •
rec orded and • fro
1 950 to the present day.
April 10, 2011
City of Longwood Proposal Pricing Proposal
Our pricing proposal is simple, comprehensive and straightforward. This price includes all of the
equipment, hardware, software, planning, installation, warranty, maintenance, training, court testimony,
citation printing and mailing, Uniform Traffic Citations and e- Citations required to operate your red light
photo enforcement program. The City will never be surprised by a bill for a service that had thought was
included in its program.
The City may elect to be billed under either of the two options set forth below.
Option A
$4,300 per approach per month with standard flash
$4,400 per approach per month with infrared flash
$100 per approach per month for live video monitoring and recording
Option B
$3,100 per approach per month with standard flash
$3,150 per approach per month with infrared flash
$11 for each notice of violation issued
$100 per approach per month for live video monitoring and recording
Revenue Neutral Guaranty
If amounts due exceed revenue generated by operation of the program, then the City pays only the amount
actually received. The shortfall, if any, is accumulated and added to future invoices, but the City is never
required to make a payment from a source other than photo enforcement revenue.
Terms and Conditions
We offer to the City the same terms and conditions specified in our contract with the City of DeLand,
Florida. Of course, we will make such changes to the contract as are necessary to reflect the unique
circumstances and requirements of the City of Longwood.
A copy of our contract with the City of DeLand is attached to this Proposal for your review.
name
City of Longwood Proposal April 10, 2011
Sensys America, Inc.
Proudly Submits This
Proposal to the City of
Longwood, Florida
Afrlef ICfl
We at Sensys America thank the City of Longwood for the
Sensys America, Inc.
opportunity to demonstrate our capabilities. We are confident
that our technology, service and value surpass anything
offered by any photo enforcement company in the world. We
welcome your scrutiny and encourage you to compare the
Sensys America offering with the best of our competitors. Sensys America, Inc. is an employee owned
company headquartered in Miami, Florida.
We wish you all success in this very important endeavor! We offer our personal commitment to the
City of Longwood for the finest automated
enforcement program available anywhere in
the world.
:1 SW 8 111 Street, 1 ••
Florida 33130
Attention: • • • t, President and CEO
1
888-666-4024
clofstedt@sensysamerica.com
City of Longwood, Florida
175 West Warren Ave. .
Longwood, Florida 32750
Draft Dated June 6. 2011
Marked to reflect changes to the previous document
Entitled Execution Copy
SENSYS AMERICA, INC.
AND THE
CITY OF LONGWOOD, FLORIDA
TRAFFIC SIGNAL VIOLATION VIDEO- ENFORCEMENT SYSTEM, AND
STREAMING VIDEO MONITORING SYSTEM
LEASE & SERVICES AGREEMENT
This AGREEMENT (the "Agreement ") made this day of June, 2011, by and
between Sensys America, Inc., a Delaware corporation having a place of business at 80 SW Stn
Street, 2e Floor, Miami, Florida 33130 ( "Sensys "), and the City of Longwood, Florida, a
municipal corporation of the State of Florida, having an address at 175 West Warren Avenue,
Longwood, FL 32750 (the "Municipality" and together with Sensys, the "Parties" and each
singularly a "Party ").
WHEREAS, the Parties desire to enter into this Agreement, whereby Sensys will (i)
install and assist the Municipality in the administration and operation of the Sensys Red Light
Safety Systems, traffic signal violation detection systems, and streaming video monitoring
systems, each described in more detail on Exhibit A to this Agreement (the "System(s) ") at the
intersections located within the Municipality, and provide to the Municipality the services (the
"Services "), all as more fully described on Exhibit A, and (ii) in connection with the Services,
license certain software and lease certain equipment to the Municipality.
NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:
SERVICES
Sensys agrees to use commercially reasonable efforts to install and provide to the Municipality
for the Term the Systems (the "Equipment ") and software (the "Software ") to be
supplied and installed by Sensys in accordance with Exhibit A (including the provision of
all construction drawings, permit applications and other documents required by
applicable law for the installation and operation of the System). In addition, if and to the
extent set forth in Exhibits A, B, and C, Sensys shall also supply to the Municipality:
citation preparation processes that assist the Municipality in complying with current
applicable law;
training of personnel designated by the Municipality involved with the operation of the
Systems and/or the enforcement and disposition of citations;
expert witness testimony regarding the operation and functionality of the System; and
other support services for the System as set forth in Exhibit A.
If and to the extent the Municipality has or obtains during the Term custody, possession or
control over any of the Equipment or Software, the Municipality agrees:
such Software, if manufactured or licensed by Sensys, is supplied under the .license set
forth in Exhibit .B (the "License ") to which the Municipality agrees;
such Software, if manufactured by third parties, is supplied under third -party licenses
accompanying the Software, which licenses the Municipality acknowledges
receiving and to which it hereby agrees; and
such Equipment is supplied under the lease terms set forth in Exhibit C (the "]Lease ") to
which the Municipality hereby agrees.
The Municipality understands and agrees that (i) Sensys may, subject to the prior approval of the
Municipality, which approval shall not be unreasonably delayed, conditioned or withheld,
subcontract with thud parties for the provision or installation of part or parts of the
Systems or Services and (ii) installation of the Systems requires the Municipality's
cooperation and compliance with Sensys' reasonable instructions (including but not
limited to Municipality's provision of the, personnel, equipment, engineering plans, and
other resources as described in Exhibit A or as otherwise reasonably requested by
Sensys) and reasonable access by Sensys (or such third parties) to Municipality premises
and systems and the Municipality agrees to provide all of the foregoing to Sensys.
The Municipality understands and agrees that the Systems will be owned by Sensys (or its
designees). The Municipality shall use its best efforts to assist Sensys to identify from
any third -party who is responsible for damage to the Systems or any part thereof.
Sensys shall coordinate its work with the Municipality's police, public works and engineering
departments and, as necessary, with the Florida. Department of Transportation.
The Municipality shall be responsible for (i) monitoring the current status of applicable law
which affects or pertains in any way to the System, its operation, or the processing of
citations produced through use of the Systems and (ii) promptly notifying Sensys of any
changes or developments in such applicable law. In the event any change in the law
materially and adversely affects the operation of the System by the Municipality as
contemplated hereby, the Municipality may terminate this Agreement and be relieved of
any further obligation hereunder.
TERM
The initial term of this Agreement, the License and the Lease shall begin upon the date
this Agreement is approved and executed by the Municipality and shall continue until the third
(3' anniversary of the Installation Date (the "Initial Terra "). Thereafter, the Municipality shall
have the option to extend this Agreement, the License and the Lease for three additional thirty -
six month terms, on the same terms and conditions specified herein except that the amounts due
pursuant to Section 4 hereof shall be adjusted in accordance with the change in the Consumer
Price Index — All Urban Consumers — U.S. City Average ( "CPI ") by multiplying said amounts
by the percentage change in the CPI from the beginning of the immediately preceding term to the
end of the immediately preceding Term (the "Renewal Term" and together with the Initial
Term, the "Term "). The "Installation Irate" shall be the latest date that a System becomes
installed and operational at any of the intersections described in Sections 1.1. or 1.2 of Exhibit A.
-2-
TERMINATION AND EXPIRATION
This Agreement may be terminated by either Party if "the other Party defaults in the performance
of any obligation under this Agreement and .such default continues for more than thirty
(30) days after written notice thereof to the defaulting Party.
Sensys may terminate this Agreement, without liability, on thirty (30) days advance written
notice if Sensys concludes in its reasonable discretion that (i) potential or actual liability
of Sensys to third parties (other than persons claiming to own Intellectual Property
required for the operation of the System) arising out of or in connection with the System
makes the program impractical, uneconomical or impossible to continue. The
Municipality may terminate this Agreement for cause on thirty (30) days advance written
notice if Municipality concludes in its reasonable discretion that (i) potential or actual
liability of Municipality to third parties arising out of or in connection with the System
makes the program impractical, uneconomical or impossible to continue; (ii) the Systems
cannot be installed; (iii) any court of competent jurisdiction determines that the Systems
or similar systems violate applicable law or otherwise cannot be used to enforce citations
issued therefrom or be used in the manner intended by the Municipality; or (iv)
applicable law is amended to prohibit or substantially restrict the operation of the System
or prevent the System's use in the manner intended by the Municipality; or any
combination of the above.
The Municipality shall have the right to terminate this Agreement at any time at its convenience
by giving thirty (30) days advance written notice to Sensys. If the Municipality
terminates this Agreement for convenience at any time within the three year Initial Term,
then the Municipality must pay Sensys the termination and cancellation fee provided in
Section 4.2; a termination and cancellation fee shall not be due and paid if the termination
by the Municipality occurs during any Renewal Term. Regardless of anything to the
contrary contained in this Agreement, the Municipality's payment and performance of
obligations under this Agreement for each and every fiscal year of the Municipality
beyond the fiscal year when the Agreement is executed shall be .subject to discretionary
annual appropriation by the Municipality's City Commission of funds therefore. When
funds are not appropriated or otherwise made available to support the continuation of
payment and performance in a subsequent fiscal period, this Agreement shall be deemed
terminated on the last day of the fiscal period for which appropriations were made,
without further cost, penalty or obligation to the Municipality.
Upon termination or expiration of this Agreement, the Municipality shall immediately cease
using the Software and Equipment in its possession, custody or control and shall
(a) immediately allow Sensys a reasonable opportunity to remove such Equipment and
(b) (i) immediately deliver to Sensys or irretrievably destroy, or cause to be so delivered
or destroyed, any and all copies of such Software in whatever form and any written or
other materials relating to such Software in the Municipality's possession, custody or
control and within thirty (30) days deliver to Sensys a certification thereof or (ii) allow
Sensys reasonable access to the System(s) on which such Software is loaded and
permission to Sensys to remove such Software and documentation. Termination or
expiration of this Agreement shall not relieve the Municipality of any obligation to pay
-3-
fees or other amounts due or accrued prior to such expiration or termination. This
Section 3.4, as well as Sections 3.6, 4, 6.2, 6.3, 6.4, 7 and 9 of this Agreement, Sections
4, 7, 8 and 9 (but only to the extent Section 9 corresponds to Sections of the Agreement
which survive) of the License and Sections 3, 4, 5, 6, 7 and 9 (but only to the extent,
Section 9 corresponds to Sections of the Agreement which survive) of the Lease shall
survive any expiation or termination of this Agreement, the License or.the Lease.
Notwithstanding anything to the contrary contained herein, or in the License or the Lease, but
except as provided in the last sentence of Section 3.4, the License and the Lease shall
terminate upon the termination or expiration of this Agreement.
Notwithstanding anything in this Agreement that may be to the contrary, the sole remedy of the
Municipality, and the sole obligation of Sensys, for any uncured breach of Sections 1 and
6 of this Agreement by Sensys shall be termination of this Agreement and, if applicable,
indemnification pursuant to Section 7.
FLEES AND PAYMENT
4.1 The Municipality shall elect, at its sole option, to pay Sensys in accordance with
Section 4.1(a) or Section 4.1(b) below. Such election shall be made by the Municipality in
writing prior to installation of the first System and, subject to Section 4.5 below, shall remain in
effect for the Initial Term.
4.1(a) The Municipality may elect to pay Sensys:
(1) $4,300 per month (pro rated for any partial month) in arrears with respect
to each System installed with standard flash ( "Standard System "). Such payment shall
continence on the first business day of the month following Commencement of
Operations of each Standard System and shall continue on the first business day of each
month for the Term or until this Agreement is sooner terminated or such payment is
modified in accordance with Section 4.5. For purposes of this Agreement,
"Commencement of Operations" shall mean the first full day that the System captures
events for processing and issuance of notices of violatio. cgs.
(2) $4,400 per month (pro rated for any partial month) in arrears with respect
to each System installed with infrared flash ( "Infrared System "). Such payment shall
commence on the first business day of the month following Commencement of
Operations of each Infrared System and shall continue on the fist business day of each
month for the Term or until this Agreement is sooner terminated or such payment is
modified in accordance with Section 4.5.
(3) $100 per month (pro rated for any partial month) in arrears with respect to
each streaming video monitoring System (a "Video Monitoring System "). Such
payment shall commence on the first business day of the month following first full day
that such Video Monitoring Systems provides live feed to the Police Department and
shall continue on the first business day of each month for the Term or until this
Agreement is sooner terminated.
-4-
4.1(b) The Municipality may elect to pay Sensys:
(1) $3,100 per month (pro rated for any partial month) h arrears with respect
to any Standard System. Such payment shall commence on the first business day of the
month following Commencement of Operations of each Standard System and shall
continue on the first business day of each month for the Term or until this Agreement is
sooner terminated or such payment is modified in accordance with Section 4.5.
(2) $3, per month (pro rated for any partial month) in arrears with respect
to any Infrared System. Such payment shall commence on the- first business day of the
month following Commencement of Operations of each Infrared System and shall
continue on the first business day of each month for the Term or until this Agreement is
sooner terminated or such payment is modified in accordance with Section 4.5.
(3) $11 for each citation issued by the Municipality using the Systems. Such
payment shall be made within thirty days after invoice therefor by Sensys, which invoice
shall provide in reasonable detail the citations issued in connection for the invoiced
period.
(4) $100 per month (pro rated for any partial month) in arrears with respect to
each Video Monitoring System. Such payment shall commence on the first business day
of the month following the first full day that such Video Monitoring Systems provides
live feed to the Police Department and shall continue on the first business day Of each
month for the Term or until this Agreement is sooner terminated.
4.2 In the event that either Party terminates this Agreement without cause, and subject
to the remainder of this Section 4.2, the termination and cancellation fee payable to the other
Party for each System shall equal the product of $40,000 multiplied by the quotient of: (a) the
Remaining Term divided by (b) 36. The "Remaining Terra" shall equal 36 minus the number
of whole months from the date that System in question became operational to the date of
termination. There is no termination and cancellation fee for Video Monitoring Systems.
4.3 Except for any termination and cancellation fee and other charges owed pursuant
to Sections 4.2 or 5.5, which is due on demand, payment of all fees and other charges owed
pursuant to this Agreement is due as set forth above, and, to the extent invoice is required, within
thirty (3'0) days after receipt of the invoice. Invoices will be sent to the Municipality at:
City of Longwood
175 West Warren Avenue
Longwood, FL 32750
Attn: Finance Director
4.4 The Municipality represents and warrants that it is exempt from the payment of
sales tax, and will not charge Sensys any personal property or other tax or similar charges or fees
associated with the Equipment and otherwise payable by Sensys to the Municipality.
4.5 Notwithstanding anything in this Agreement to the contrary, if amounts due to
Sensys pursuant to Section 4.1(a)(1) and (2) or 4.1(b)(1), (2) and (3) in any month during the
-5-
Term plus any amounts due to Sensys pursuant to this Section 4.5 ( "Monthly Photo
(Enforcement Fees ") exceed revenue generated by operation of the Systems and actually
received by the Municipality during that same month ("Monthly ]Photo Enforcement
Revenue ") then the Municipality shall pay to Sensys for such month only the amount of
Monthly Photo Enforcement Revenue. In such case, the difference between Monthly Photo
Enforcement Fees and Monthly Photo Enforcement Revenue (a "Payment Shortfall ") shall be
accumulated and added to the Monthly Photo Enforcement Fees for the following month.
Payment Shortfalls, if any, shall accumulate from month -to -month until paid in full, provided
that under no circumstances shall the Municipality ever be required to make a payment of
Monthly Photo Enforcement Fees to Sensys except from Monthly Photo Enforcement Revenue.
4.6 Subject to Section 4.5, in the event that the United States Postal Service increases
applicable First Class Mail and /or Certified Mail postage, Sensys may invoice the Municipality
for the increased postage actually paid by Sensys in connection with this Agreement. For
example, if First Class Mail postage were increased by $0.02, and Sensys mailed 1,000 notices,
Sensys would invoice the Municipality $20.00. As of the date hereof, First Class Mail postage is
$0.44 per letter and standard Certified Mail postage is $1.15.
Responsibilities of the Municipality
The Municipality shall provide Sensys with any "as built" drawings in electronic format
(AutoCad) that are available at no cost to the Municipality and shall approve Sensys'
engineering drawings without unusual or unreasonable cost or delay.
The Municipality shall not levy any permit fees or, if municipal ordinance requires the
assessment of fees, the Municipality shall waive or be responsible for such fees
associated with the installation of the System.
The Municipality shall diligently prosecute citations in court at its own expense and shall defend
any challenge in any court to the use of the System or validity of its results and/or the use
of the U.S. Mails to deliver the citation. Sensys may, at its own expense, participate in
any proceeding challenging the use of the System or validity of its results and/or use of
the U.S. Mails to deliver the citation.
The Municipality will cooperate with Sensys hi obtaining electrical connections at the roadside
and Sensys shall pay all costs associated with such connection and shall pay for all power
required by the System.
To allow for proper operation of the System, the Municipality shall provide Sensys with advance
written notice of any modifications proposed to intersections or roadways, including
traffic signal operations, after installation of a System. In the event any such intersection
or roadway modification requires a material change to the System, Sensys shall pay the
costs reasonably incurred by Sensys to adapt the affected video monitoring system(s) or
fixed speed enforcement unit(s) to make such video monitoring system(s) or fixed speed
enforcement unit(s) compatible therewith. Notwithstanding the above, Sensys makes no
guarantee that it will be able to make any such adaptation. In the event that Sensys is
unable to adapt the affected System, then both parties shall be relieved of any further
-6-
obligations under this Agreement with respect only to the affected System. In addition,
Sensys does not, and will not, make recommendations or otherwise manage the
configuration or operation of the intersection traffic light system.
Intentionally Omitted.
During the Term, except as expressly permitted by this Agreement the Municipality shall not use
the System, or allow the System's use by a third party, without the prior written
permission of Sensys.
LIMITED WARRANT' AND LIMITATION ON DAMAGES
Sensys warrants that the System's functionality will conform in all material respects to the
description of the System set forth on Exhibit A. This warranty does not apply if the
Municipality has failed to make all payments to Sensys required by this Agreement and is
subject to the conditions of, Section 6.4.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, SENSYS HEREBY DISCLAIMS ALL
OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
WITH RESPECT TO THE SERVICES AND SYSTEM, INCLUDING, WITHOUT
LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON - INFRINGEMENT,
NON - INTERFERENCE WITH ENJOYMENT, ACCURACY, MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES
IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE.
MUNICIPALITY ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY PROVIDED
HEREIN NO OTHER WARRANTIES HAVE BEEN MADE TO MUNICIPALITY BY
OR ON BEHALF OF SENSYS OR OTHERWISE FORM THE BASIS FOR THE
BARGAIN BETWEEN THE PARTIES.
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
ESSENTIAL PURPOSE, IN NO EVENT WILL SENSYS BE LIABLE TO THE
MUNICIPALITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING ANY DAMAGES FOR
LOSS OF INFORMATION, PROFITS, OR SAVINGS, OR BUSINESS
INTERRUPTION) ARISING OUT OF THE SYSTEM, THE SERVICES OR THE USE
OF OR INABILITY TO USE THE SYSTEM OR THE SERVICES, EVEN IF SENSYS
OR AN AUTHORIZED SENSYS REPRESENTATIVE IS AWARE, OR SHOULD
HAVE BEEN AWARE, OF THE POSSIBILITY OF SUCH DAMAGES.
The Municipality acknowledges and agrees that:
The Systems may not detect every red light violation;
Since the System may flag as a violation conduct that is in fact not a violation, the output of
the System will require review, analysis and approval by personnel appropriately
qualified and authorized by the Municipality under applicable law prior to the
issuance of any citation;
-7-
Intentionally Omitted;
The System has no control over, and relies on the proper functioning of equipment for signal
light changes, which equipment is provided by entities other than Sensys;
The proper functioning of the System requires the Municipality's full and complete
compliance with the Systems' operating instructions, which it hereby agrees to do;
and
Sensys shall not be responsible for the configuration and /or operation of any intersection
traffic light systems and Sensys shall have no liability or obligations with respect
thereto.
INDEMNITY
7.1 Sensys agrees to indemnify, defend, and hold harmless the Municipality from any
claim of damages (including the payment of reasonable attorneys' fees) by a third party arising
solely from either (a) a finding that the System infringes any validly issued United States patent
or (b) Sensys' negligence, provided that such claim of damages is not attributable to (i) any act
or omission set forth in Section 7.2 or (ii) any third -party software or other third -party products
used with, required for use of, or supplied under their own names with or as part of the System.
If, as a final result of any litigation of which Sensys is obligated to indemnify, the use of the
System by Municipality is prevented, in whole or in part, by an injunction, Sensys' sole
obligation to the Municipality as a result of such injunction shall be, at Sensys' option, either to
(i) replace such part as has been enjoined, or (ii) procure a license for Sensys or the Municipality
to use same, or (iii) remove same and terminate this Agreement at no additional cost to the
Municipality.
7.2 Anything in this Agreement to the contrary notwithstanding, Sensys assumes no
obligation or liability for any claim of damages (including the payment of reasonable attorneys'
fees) by a third party arising from or related to (i) Sensys' compliance with any designs,
specifications, or instructions of the Municipality, (ii) any modification of the System made by
the Municipality, (iii) the negligence or intentional act of Municipality, (iv) failure of the
Municipality to use the System in the manner described by Sensys, (v) the failure to function
properly of any hardware, software or equipment of any kind used by, in or on behalf of the
Municipality (other than that supplied by Sensys), (vi) the review and analysis of the System data
output by Municipality personnel for citation preparation, (vii) the Municipality's use and /or
administration of any traffic signal.
7.3 The rights of the Municipality to seek indemnification under this Section 7 shall
be conditioned upon (i) the Municipality notifying Sensys promptly upon receipt of the claim or
action for which indernnification is sought (but the failure to do so shall not relieve Sensys of its
obligations under this Section 7 unless it is, and then only to the that extent it is materially
prejudiced thereby) and (ii) the Municipality's full cooperation with Sensys in the settlement or
defense of such claim or action at no cost to the Municipality (except for reasonable out -of-
pocket traveling expenses within 50 miles from Longwood City Hall). The Municipality agrees
not to charge Sensys for the reasonable time of the Municipality's personnel engaged in such
-8-
cooperation. Such cooperation shall include, but not be limited to, the Municipality providing
access for, and permission to, Sensys for the purpose of the replacement of such part or parts of
Systems as Sensys may deem necessary or desirable. The Municipality may participate in the
defense of any indemnified matter through counsel of its own choice and at its own expense
provided that Sensys shall remain in, and responsible for, control of the matter. This Section 7
states the entire liability and obligation and the exclusive remedy of the Municipality with
respect to any actions or claims (i) of alleged infringement relating to or arising out of the subject
matter of this Agreement or (ii) otherwise the subject of this paragraph.
INSURANCE
Sensys represents that it and its employees are protected against the risk of loss by the
following insurance coverage:
Comprehensive general liability insurance with a combined single limit of $1,000,000 per
person because of loss arising from a single occurrence, with an aggregate liability
per occurrence of $2 million.
Workers Compensation as required by applicable state law; and
Comprehensive Automobile Liability Insurance for all owned, non -owned and hired
automobiles and other vehicles used by Sensys with a minimum $1,000,000 per
occurrence combined single limit bodily injury and property damage.
All insurance required by express provision of this Agreement shall be carried only in
responsible insurance companies licensed to do business in the State of Florida and shall name as
additional insured the Municipality, its elected officials, officers, employees, agents and
representatives. Sensys will furnish Municipality with Certificates of Insurance and applicable
endorsements for all such policies promptly upon receipt of them. Sensys may effect for its own
account insurance not required under this Agreement.
MISCELLANEOUS
Except as specifically provided in this Agreement, this Agreement may not be assigned, nor may
performance be delegated, by either Party without the express written consent of the other
Party, except that Sensys may assign or otherwise encumber this Agreement, the License
and the Lease for the purpose of obtaining financing.
The headings and captions used in this Agreement and the Exhibits are for convenience only and
are not to be used in the interpretation of this Agreement.
The failure of either Party to require performance of any provision of this Agreement shall not
affect the right to subsequently require the performance of such provision or any other
provision of this Agreement. The waiver of either Party of a breach of any provision
shall not be taken or held to be a waiver of any subsequent breach of that provision or any
subsequent breach of any other provision of this Agreement.
-9-
If any covenant or provision of this Agreement is, or is determined to be, invalid, illegal or
unenforceable by a court of competent jurisdiction, all remaining covenants and
provisions of this Agreement shall nevertheless remain in full force and effect, and no
covenant or provision of this Agreement shall be deemed to be dependent upon any
covenant or provision so determined to be invalid, illegal or unenforceable unless
otherwise expressly provided for herein.
This Agreement has been entered into, delivered and is to be governed by, construed, interpreted
and enforced in accordance with the laws of the State in which the Municipality is
located (without giving reference to choice -of -law provisions) from time to time in effect.
Except as set forth in this Agreement and the Exhibits hereto, no representation, statement,
understanding or agreement, whether written or oral, has been made and there has been
no reliance on anything done, said or any assumption in taw or fact with respect to this
Agreement for the duration, termination or renewal of this Agreement other than as
expressly set forth in this Agreement and there has been no reliance upon anything so
done or said that in any way tends to change or modify the terms or subject matter of this
Agreement or to prevent this Agreement from becoming effective. This Agreement
supersedes any agreements and understandings, whether written or oral, entered into by
the Parties hereto prior to the effective date of this Agreement.
This Agreement may be modified or amended from time to time by the Parties, provided,
however, that no modification or amendment hereto shall be effective unless it'is stated in
writing, specifically refers to this Agreement and is executed on behalf of the Party
against whom enforcement of such modification or amendment is sought.
Except as otherwise specified, all notices, ,payments and reports hereunder shall be deemed given
and in effect as of the date of mailing or transmission, as the case may be, when sent by
next day delivery or courier service, postage pre -paid, or three days after the date of
mailing when sent by first class mail, postage pre -paid, addressed in all such cases to the
Parties as set forth in the preamble to this Agreement directed in each case to the
President of Sensys at the address in the preamble or the Chief of Police of the
Municipality at the address in the preamble, or to such other addresses as the Parties may
from time to time give written notice of as herein provided.
Except for the obligation to make any payment of money, neither Party shall be liable to the
other for failure or delay in meeting any obligations hereunder which arises in whole or
in part from causes which are unforeseen by, or beyond the control of, such Party,
including without limitation, acts of God or of a public enemy, acts of terrorism, acts of
the Government (other than the Municipality in the case of the Municipality) in either its
sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes,
freight embargoes, acts or omissions of (i) non - subcontractor third- parties and (ii) third
party equipment, telecommunications and software suppliers, and unusually severe
weather. When any such circumstance(s) exist, Sensys shall have the right, in its sole
discretion, to allocate its available production, deliveries, services, supplies and other
resources among any and all buyers (whether or not including the Municipality), as well
as among departments and affiliates of Sensys, without any liability to the Municipality.
-10-
Venue for any lawsuit seeking enforcement of or arising out of the terms of this Agreement shall
be in Seminole County, Florida. The substantially prevailing party in any such lawsuit
shall be entitled to an award of costs and reasonable attorney's fees.
9..11 The Municipality shall use the Proprietary Information only for the purpose of
fulfilling its duties hereunder (the "Purpose ") and such Proprietary Information shall not be used
for any other purpose without the prior written consent of Sensys. "Purpose" shall be deemed to
not include any disclosure of the Proprietary Information to any person or entity. The
Municipality shall hold in confidence, and shall not disclose to any person or entity, any
Proprietary Information nor exploit such Proprietary Information for its own benefit or the
benefit of another without the prior written consent of Sensys. Notwithstanding anything
contained in this Agreement to the contrary, this Agreement shall not prohibit the Municipality
from disclosing Proprietary Information to the extent required in order for the Municipality to
comply with applicable laws and regulations, provided that the Municipality provides prior
written notice of such required disclosure to Sensys. As used in this Agreement, the term
"Proprietary Information" shall mean all trade secrets or confidential or proprietary
information designated as such by Sensys, whether letter or by the use of an appropriate
proprietary stamp or legend, prior to or at the time any such trade secret or confidential or
proprietary information is disclosed by Sensys to the Municipality. In addition, the term
"Proprietary Information" shall be deemed to include: (a) any notes analyses, compilations,
studies, interpretations, memoranda or other documents prepared by the Recipient which contain,
reflect or are based upon, in whole or in part, any Proprietary Information furnished to the
Recipient.
[Signatures appear on following page.]
-11-
IN WITNESS WHEREOF, the Parties hereto have set their hands by their duly
authorized representatives as of the day and year first above written.
SENSYS AMERICA, INC.
By:
Name: Carlos Lofstedt
Title: President and CEO
CITY OF LONGWOOD, FLORIDA
By:
Name:
Title:
-12-
EXHIBIT A
SERVICES
Sensys shall provide the Municipality with the Systems. In connection with furnishing
the Systems, Sensys shall provide the following, each of which is more fully described below:
1. Site Installation Planning; Design and Equipment Installation
2. User Training and Support
3:. Notice of Violation and UTC Preparation and Processing Services
4. Maintenance and Support
5. Public Education Campaign
6. Expert Witness Testimony and Court Training
7. Violation Review Station
8. Reporting
9. Meetings
Site Installation Planning, Design and Equipment Installation
1.1 The Systems
Sensys will install up to twenty (20) Systems (which shall remain property of
Sensys), monitoring such locations as the Municipality and Sensys shall mutually agree.
Up to ten (10) additional Systems may be added at the option of the Municipality with
Sensys' consent. Each System shall comprise equipment capable of monitoring red light
violations at a single approach to an intersection for up to three lanes of traffic. Sensys
will install new Systems upon mutual agreement of the Parties.
Such number of Video Monitoring Systems as the Municipality may request
(which shall remain property of Sensys) shall be installed, providing continuous video
monitoring of the selected intersections. Each such Video Monitoring System shall
comprise an IP addressable digital video camera inside a secure virtual private network,
video streaming to the police department via secure, encrypted network to a supplied
digital video recording device capable of storing at least 60 days of video. Sensys will
install additional Video Monitoring Systems in connection with any System at the request
of the Municipality.
In the event that the Municipality desires to relocate any System after 1 full year
of continuous operation of such System, Sensys will effect such relocation at no cost to
the Municipality provided that the Initial Term of the Agreement shall recommence upon
completion of such relocation.
The Systems shall include all equipment located at each intersection, all equipment in the
Municipality Police Department (including court laptop), telecommunications equipment, and
Software and shall have the capability of transferring images from the roadside to the
Municipality's Police Department processing facility.
Ex. A -1
Substitution or Addition of an Intersection If Sensys or the Municipality reasonably
determines that one or more intersections selected for installation of a System is not for any
reason appropriate for the System (and such determination is made at least fifteen (15) days prior
to the commencement of installation of the System at any such intersection), then alternate
intersection(s) may be substituted by written consent of the Parties.
Timeframe for Installation of the System Sensys shall install and activate the Systems in
accordance with an Implementation Plan to be mutually agreed to by Sensys and the
Municipality, which installation shall,, at minimum, conclude within 60 days after all necessary
permits and approvals are received by Sensys. Sensys shall use reasonable commercial efforts to
install the System in accordance with the schedule set forth in the Implementation Plan. The
Municipality agrees that the estimated dates of installation and activation of the System set forth
in the Implementation Plan are subject to delay based on conditions beyond the control of Sensys
and are not guaranteed.
Installation/Ownership of the System Sensys shall procure, install and provide support
of Equipment at each of the agreed upon locations. As between Sensys and the Municipality, all
components for the System will.remain the property of Sensys.
Installation
Sensys shall submit plans and specifications to the Municipality for review and approval,
which review and approval will not be unreasonably withheld, delayed or conditioned. These
plans and specifications shall be signed and stamped as approved by a professional engineer
licensed to practice in the State in which the Municipality is located if the same is required by
law. Sensys shall provide at least three sets of drawings of the wiring for the System circuitry.
All cameras and other equipment shall be enclosed in lockable, weather and vandal -
resistant housing. All wiring shall be internal to equipment (not exposed) and if commercially
reasonable and if capacity exists, underground in existing traffic signal conduits, except where
required to directly interface with the traffic signals and electrical service.. Separate conduits or
overhead wiring may be used by Sensys if existing conduit(s) are at capacity. If existing
conduits are used, the Municipality will not unreasonably withhold, delay or condition consent to
such use.
The System may be mounted on or utilize support of existing traffic signal poles, arms or
other intersection structures where possible, subject to Municipality review and approval, such
review and approval not to be unreasonably withheld, delayed or conditioned.
The System poles, foundations and new infrastructure, as required, shall conform to
applicable law.
To the maximum extent permitted by law, the Municipality shall waive any permit and
licensing fees for any System construction and installation.
Restoration of Intersections Upon termination or expiration of the Agreement, Sensys
shall remove the System and restore the affected public facilities including returning the
intersections to their original condition; provided, however, that Sensys shall not be required to
Ex. A -2
remove any conduit, in- ground fixture, underground wiring or other infiastructure that will
require excavation or demolition. All costs incurred by Sensys thereby will be the responsibility
of Sensys.
Compliance with Law Sensys shall design and install the System in compliance with all
currently existing federal, Florida and municipal laws and regulations. Sensys covenants and
agrees that its Red Light Safety Systems shall, at all times, comply with all applicable laws,
regulations, rules and orders ("Legal ]requirements "). Sensys shall continuously monitor the
status of such Legal Requirements to ensure continuous compliance. In the event that any change
in the Legal Requirements, Sensys shall modify or replace (at its sole cost) all or any portion of
its non - compliant Red Light Safety Systems. Any such modification shall be effected by Sensys
in a reasonable period of time (not to exceed 90 days for modification or 180 days for complete
system replacement) and Sensys' failure to effect such modification or replacement in a timely
manner shall be grounds for the City to terminate this Agreement for cause. Any such
termination shall not relieve Sensys of its obligation to restore each site to its original condition.
Production of Video Files Sensys shall produce digital video files of each red light
violation, capable of identifying vehicles traveling through the intersection during the red light
phase.
Training of Municipality Personnel After System installation, Sensys shall provide up to
eight (8) hours of training for up to ten (10) persons at two (2) sessions at the Municipality's
facilities to acquaint Municipality personnel with System operation. Training shall consist of
instructional and operational training as well as hands -on equipment exercises with an instructor.
All necessary training materials and documentation will be provided by Sensys at Sensys'
expense. Sensys shall make all such training services available to the Municipality prior to the
end of the thirty (30) day period following the Installation Date. If the Municipality requests
additional courses or training, Sensys shall provide these on a cost reimbursement basis.
Citation Preparation and Processing Services
Citation Preparation and Processing Sensys shall perform the initial review of all data
generated at the roadside, process and format violations utilizing a computerized traffic citation
program that shall store all information required for citation processing by Florida and
Municipality law ( "'Picket Agent "), and transfer the citations to the Police Department's
computer for review and decision on whether or not to issue a citation. If Sensys is permitted by
applicable law or regulation to do so, Sensys shall also review all DMV information and print
and mail citation forms. Sensys shall pay all mailing and postage costs, and such other
miscellaneous costs and expenses as may be reasonably necessary to issue a citation and deliver
it by U.S. mail. To the extent required by applicable law, Sensys shall obtain a certification of
mailing issued by the Post Office. Notwithstanding anything to the contrary in the foregoing
provisions of this Section 4.1, Sensys will not process nor support any citations not captured by
the System and/or approved by the Municipality.
Mailing of Citations Citations shall be mailed to the violator as soon as is reasonably
practicable, and in no event longer than five (5) business days after being approved by the
Municipality and Sensys has been notified of such approval. The form of citation shall be subject
Ex. A -3
to the approval of the Municipality, which approval may not be unreasonably delayed,
conditioned or withheld.
Cooperation With Police and the Courts Sensys shall be responsible for, and pay for the
cost of issuing and the mailing (via certified mail) of Uniform Traffic Citations in accordance
with applicable law. Sensys shall coordinate with the City and the Courts, and shall comply with
the applicable law regarding the mailing and other requirements necessary for the issuance of
Uniform Traffic Citations. All citations shall be reviewed and approved by the Municipality's
Police Department prior to mailing. In addition, Sensys will cooperate with the Courts to set up
the necessary communications and procedures that will enable Sensys to send delinquent notices
to those registered owners /drivers for whom such notices are appropriate.
Preparation of Evidence Packages Sensys shall prepare evidence packages in such form
as may be reasonably agreed upon to enable the Municipality to enforce its citations in court.
Access to Drivers License Information Sensys shall maintain the ability to access the
driver's license information and the registered owner residence address for all US registered
vehicles, and the per - request fee for information, if any, shall be paid by Sensys. If Sensys is
unable to access such information, Sensys shall provide the make and license plate number of
each violator to the Municipality, which will obtain and input the information into the System, or
provide such information to Sensys, within a reasonable period of time. Any costs incurred by
the Municipality in obtaining this information (including personnel costs) shall be reimbursed by
Sensys.
Numbering System Sensys, in coordination with the Municipality, shall develop and
implement an independent numbering system for automated red light citations.
Transmission of Information Sensys shall make all citation information available via an
electronic file using comma separated value files on a secure FTP site. Sensys shall maintain a
documented chain of custody for all electronically transmitted information while the information
is under Sensys' control.
Customer Service Sensys shall provide an automated customer service telephone
number to the public. Customer Service Representatives will be available Monday through
Friday, from 9:00 a.m. to 5:00 p.m. local time (of the Municipality), excluding holidays, in
order to schedule violation video viewing appointments for the Police Department and to answer
basic questions regarding the Municipality's program.
Maintenance
Maintenance of System Except as provided herein, Sensys shall Maintain the System (as
such term is defined below); provided however that Sensys shall riot be responsible for any
maintenance, repair or replacement required as a result of (i) the negligence or intentional act of
the Municipality, its employees, agents or independent contractors (other than Sensys) and /or (ii)
any equipment or software not provided by Sensys. Sensys shall maintain a maintenance log that
documents all service issues. To "Maintain the System" shall mean to keep the System in such a
state of operation such that the System's functionality and operation conforms in all material
respects to the description of the System set forth in this Exhibit. All problems shall be
Ex. A -4
documented and repairs commenced within twenty -four (24) hours of the time Sensys receives
notice thereof. Sensys shall also install all software revisions for Systems and Ticket Agent as
and when developed and made commercially available, by Sensys.
Equipment Checks. Sensys shall use commercially reasonable efforts to perform remote
camera and PC equipment checks to confirm proper operation of computers, cameras and
communications network. Routine in -field camera equipment inspection will be done as needed.
The System shall have the capability of on -line monitoring of all cameras at each intersection.
Public Education Campaign
Public Awareness Program Sensys shall assist the Municipality with a Public
Awareness Program. Such assistance shall consist of.
Paying for all signage required by law
Reasonable assistance for a media event to launch the community education
program
Preparing , publishing and printing a brochure for distribution
A reasonable amount of training fora Municipality staffed speaker's bureau
Providing a toll -free customer service hotline which shall be staffed adequately
during all regular business hours.
Expert Witness Testimony and Court Training
Expert Witness Testimony Sensys shall provide expert witness testimony at its sole
expense, as-reasonably necessary, to testify regarding °the accuracy and technical operation of the
System as necessary for court challenges to the operation of the System.
Court Training Sensys shall conduct a one -day workshop - orientation session for
Municipal Court judges (and /or their designees), hearing officers, other appropriate court
officials and the Municipality prosecutor.
Provision of PC Equipment Sensys shall provide desktop workstations as reasonably
necessary to accommodate citation volume, one (1) laptop workstation and one (1) printer (all of
which shall remain the property of Sensys) to be used by the Municipality for citation review and
approval, violation video viewing appointments and court hearings.
Reporting
Monthly Report Sensys shall submit to the Municipality a Monthly Report on project
results within thirty (30) days after the end of each calendar month. The Monthly Report shall
include information for each violation recorded by the System as well as the following items:
Number of violations recorded
Ex. A -5
Number of non-issued violations
Breakdown of reasons for non - issuance
Number of citations issued
Court hearings scheduled and held
Number of calls for information
Number of violation video viewing appointments scheduled
Additional Reports or Information Any other reports and information are not part of the
Agreement and the preparation and delivery of any other such reports or information may result
in additional fees.
Database Sensys shall maintain a database with the following information per violation:
Location, date and time
Number of seconds of yellow traffic signal or speed of vehicle
Type of violation
Vehicle description including license plate state and number
Applicable vehicle code section violated (if available to Sensys)
Citation prepared or reason for not preparing citation (if available to Sensys)
Registered vehicle owner's name and address, driver's license number and related
information required to prepare citations where violation is made by a driver other than
registered owner (if available to Sensys) (Affidavit of Non- Liability)
Status of citation (outstanding, cancelled, reissued, paid, bail forfeited, traffic school,
warrants issued, etc.) (if available to Sensys)
Sensys shall maintain at its sole expense all records, including, but not limited to all
video recordings, which it generates or receives as a result of the performance of services
pursuant to the Agreement for the period of time required by, and otherwise in accordance
with, Chapter 119, Florida Statutes, as same may be amended frorn time to time. Upon
receipt of a request fi-om the Municipality for a copy of any record being maintained by
Sensys, Sensys shall provide the requested record to the Municipality within a reasonable
time following such request, but in no event later than fifteen (15) days following the date the
request is received by Sensys. Sensys shall be responsible for all costs associated with the
providing the requested records to the Municipality.
Intentionally Omitted
Ex. A -6
Additional Services (if requested by the Municipality in writing):
Payment Processing Services — Sensys shall use reasonable commercial efforts to receive
citation fees from violators, deposit amounts collected into an appropriate bank account, provide
accounting records to the Municipality, and remit the amounts received as instructed by the
Municipality. In addition, Sensys will provide an online payment portal for violators.
Intersection Assessment Program — Sensys will generate a video -based analysis of an
intersection designed to evaluate the frequency of red -light violations for each approach at the
targeted intersection. The video media will contain up to 16 hours of IAP monitoring assuming
the equipment remains installed at the intersection during the course of monitoring, but not to
exceed three consecutive calendar days. A report summarizing the results, along with the media
generated will be provided to the Municipality. There is no charge for the initial 20
intersection approaches to be evaluated by Sensys pursuant to this Agreement. Thereafter, if
the Municipality requests an Intersection Assessment, there is an additional IAP Program Fee of
$850 for each intersection approach evaluated at'the request of the Municipality, provided that
the IAP Program Fee is waived with respect to any intersection where a System is installed.
To order an IAP analysis, the Municipality should provide a written request for
the analysis to Sensys, including a description of the intersection(s) selected.
Intersection Video Monitoring System IP addressable digital video camera inside a
secure virtual private network, video streaming to the police department via secure, encrypted
network to a supplied digital video recording device capable of storing at least 60 days of video.
Sensys will install additional Video Monitoring Systems in connection with any System at the
request of the Municipality.
Ex. A -7
EXHIBIT B
LICENSE AGREEMENT FOR RED LIGHT SAFETY SYSTEM SOFTWARE
This License Agreement (the " License ") is a legal agreement between you (the
contracting counter- party in an agreement (the " Agreement ") to which a copy of this License is
attached as an Exhibit E) and Sensys America, Inc. ( "Sensys ") for the Sensys software product
identified above, which includes computer software and may include associated media, printed
materials, and "online" or electronic documentation (the "SOFTWARE PRODUCT"). The
SOFTWARE PRODUCT also includes any updates and supplements to the original
SOFTWARE PRODUCT provided to you by Sensys. Any software provided along with the
SOFTWARE PRODUCT that is associated with a separate license agreement is licensed to you
under the terms of that license agreement. By execution of the Agreement, you have agreed to
be bound by the terms of this License. Such agreement by you is an express condition to your
ability to use the SOFTWARE PRODUCT.
GRANT OF LICENSE The SOFTWARE PRODUCT is licensed, not sold. This
License grants you only the following rights: You may use those copies of the SOFTWARE
PRODUCT as installed by Sensys on your network ("Network'). A license for the
SOFTWARE PRODUCT may not be shared or used concurrently on different Networks.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS You may not
reverse engineer, decoinpile, or disassemble the SOFTWARE PRODUCT, except and only to
the extent that such activity is expressly permitted by applicable law notwithstanding this
limitation. The SOFTWARE PRODUCT is licensed as a single product. Its component parts
may not be separated for use on more than one computer unless so installed by Sensys. You may
not rent, lease, transfer or lend the SOFTWARE PRODUCT. This License does not grant you
any rights in connection with any trademarks or service marks of Sensys. Without prejudice to
any other rights, Sensys may terminate this License if you fail to comply with the terms and
conditions of this License. In such event, you must permit Sensys reasonable access to your
computer system for the purpose of removing all copies of the SOFTWARE PRODUCT or
deliver to Sensys or destroy all copies of the SOFTWARE PRODUCT and all of its component
parts.
SUPPORT SERVICES AND UPGRADES Sensys may provide you with
support services related to the SOFTWARE PRODUCT ( "Support Services "). Use of Support
Services is governed by the Agreement. Any supplemental software code provided to you as
part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject
to the terms and conditions of this License. With respect to technical information you provide to
Sensys as part of the Support Services, Sensys may use such information for its business
purposes, including for product support and development. In particular, Sensys will not utilize
such technical information in a form that personally identifies you or any motor vehicle, tag or
person. If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly licensed
to use a product identified by Sensys as being eligible for the upgrade in order to use the
SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces and /or
supplements the product that formed the basis for your eligibility for the upgrade. You may use
the resulting upgraded product only in accordance with the terms of this License. If the
Ex. B -1
SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that
you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only
as part of that single product package and may not be separated for use on more than one
computer.
COPYRIGHT All title and intellectual property rights in and to the SOFTWARE
PRODUCT (including but not limited to any images, photographs, animations, video, audio,
music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying
printed materials, and any copies of the SOFTWARE PRODUCT are owned by Sensys or its
suppliers. As between you and Sensys, all title and intellectual property rights in and to the
images and information which may be generated through use of the SOFTWARE PRODUCT is
your property. All rights not expressly granted are reserved by Sensys.
DUAL -MEDIA SOFTWARE You may receive the SOFTWARE PRODUCT in
more than one medium. Regardless of the type or size of medium you receive, you may use only
one medium that is appropriate for your Network. You may not use or install the other medium
on another Network. You may not loan, rent, lease, lend or otherwise transfer the other medium
to another user.
BACKUP COPY After installation of one copy of the SOFTWARE PRODUCT
pursuant to this License, you may keep the original media on which the SOFTWARE
PRODUCT was provided by Sensys solely for backup or archival purposes. If the original
media is required to use the SOFTWARE PRODUCT on the COMPUTER, you may make one
copy of the SOFTWARE PRODUCT solely for backup or archival purposes. Except as
expressly provided in this License, you may not otherwise make copies of the SOFTWARE
PRODUCT or the printed materials accompanying the SOFTWARE PRODUCT.
U.S. GOVERNMENT RESTRICTED RIGHTS If you are acquiring the
SOFTWARE PRODUCT (including the related documentation) on behalf of any part of the
United States Government, the following provisions apply. The SOFTWARE PRODUCT and
documentation are provided with RESTRICTED RIGHTS. The SOFTWARE PRODUCT is
deemed to be "commercial software" and "commercial computer software documentation,"
respectively, pursuant to DFAR Section 227.7202 and FAR 12.212, as applicable. Any use,
modification, reproduction, release, performance, display or disclosure of the SOFTWARE
PRODUCT (including the related documentation) by the U.S. Government or any of its agencies
shall be governed solely by the terms of this License and shall be prohibited except to the extent
expressly permitted by the terms of this License. Manufacturer is Sensys; its address is set forth
in the Agreement.
COMPLIANCE WITH LAW AND EXPORT RESTRICTIONS You represent
and agree that you do not intend to and will not use, disseminate or transfer in any way the
SOFTWARE PRODUCT in violation of any applicable law, rule or regulation of the United
States, or any State of the United States or any foreign country of applicable jurisdiction.
Without limiting the foregoing, you agree that you will not export or re -export the SOFTWARE
PRODUCT to any country, person, entity or end user subject to U.S. export restrictions. You
specifically agree not to export or re -export the SOFTWARE PRODUCT: (i) to any country to
which the U.S. has embargoed or restricted the export of goods or services, which currently
Ex. B -2
include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria,
or to any national of any such country, wherever located, who intends to transmit or transport the
products back to such country; (ii) to any end -user who you know or have reason to know will
utilize the SOFTWARE PRODUCT or portion thereof in the design, development or production
of nuclear, chemical or biological weapons; or (iii) to any end -user who has been prohibited from
participating in U.S. export transactions by any federal agency of the U.S. government.
OTHER PROVISIONS Sections 2, 3, 6, 7 and 9 of the Agreement are hereby
incorporated by reference as if herein set forth in full.
Ex. B -3
EXHIBIT C
LEASE AGREEMENT FOR RED LIGHT CAMERA SYSTEMS
This Lease Agreement (the "Lease ") is part of an agreement (the "Agreement ") (to
which a copy of this Lease is attached as an Exhibit C) between the Municipality named in the
Agreement and Sensys America, Inc. The Parties hereto agree as follows:
LEASE Sensys hereby leases to Municipality and Municipality hereby leases
from Sensys, subject to the terms and conditions of this Lease, such items of System equipment
(together with all attachments, replacements, parts, additions, substitutions, repairs, accessions
and accessories incorporated therein and /or affixed thereto, the "Equipment ") that Municipality
obtains possession, custody or control of pursuant to the Agreement.
USE AND LOCATION The Equipment shall be used and operated by
Municipality only in connection with the operation of the System by qualified employees of
Municipality and in accordance with all applicable operating instructions, and applicable
governmental laws, rules and regulations. Municipality shall not part with control or possession
of the Equipment without Sensys's prior written consent.
CONDITION Sensys shall maintain the Equipment in good condition and
working order in accordance with Section 5.1 of Exhibit A. Municipality shall not damage the
Equipment or make any alterations, additions or improvements to the Equipment without
Sensys's prior written consent unless such alterations, additions or improvements do not impair
the commercial value or the originally intended function or use of the Equipment and are readily
removable without causing material damage to such Equipment so as to return the Equipment to
its original state, less ordinary wear and tear. Any alteration, addition or improvement not
removed prior to the return of the Equipment shall without further action become the property of
Sensys, provided, however, that any alterations, additions and improvements which would
reduce the value of the Equipment must be removed prior to the return of such Equipment.
RETURN Upon the expiration or earlier termination of the Agreement,
Municipality shall allow Sensys reasonable access to remove the Equipment at Sensys's expense.
OWNERSHIP. LIENS The Equipment is and shall at all times be the property of
Sensys. Municipality agrees to take all action necessary or reasonably requested by Sensys to
ensure that the Equipment shall be and remain personal property. Nothing in this Lease, the
Agreement or any Exhibit shall be construed as conveying to Municipality any interest in the
Equipment other than its interest as a lessee hereunder. If at any time during the term hereof,
Sensys wishes to place on the Equipment labels, plates or other markings evidencing ownership,
security or other interest therein, Municipality shall allow Sensys reasonable access therefor and
keep the same displayed on the Equipment.
NO MUNICIPALITY SUBLEASE, ASSIGNMENT_ MUNICIPALITY SHALL
NOT ASSIGN OR IN ANY WAY DISPOSE OR OTHERWISE RELINQUISH POSSESSION
OR CONTROL OF ALL OR PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS
LEASE OR ENTER INTO ANY SUB -LEASE OF ALL OR ANY PART OF THE
EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF SENSYS.
Ex. C -1
INTENTIONALLY OMITTED
OTHER PROVISIONS Sections 2, 3, 6, 7 and 9 of the Agreement are hereby
incorporated by reference as if herein set forth in full.
Ex. C -2
Execution Copy
SENSYS AMERICA, INC.
AND THE
CITY OF LONGWOOD, FLORIDA
TRAFFIC SIGNAL VIOLATION VIDEO - ENFORCEMENT SYS'T'EM, AND
S'T'REAMING VIDEO MONITORING SYSTEM
LEASE &c SERVICES AGREEMENT
This AGREEMENT (the "Agreement ") made this day of June, 2011 by and
between Sensys America, Inc., a Delaware corporation having a place of business at 80 SW 8 °i
Street, 20 ° ' Floor, Miami, Florida 33130 ( "Sensys "), and the City of Longwood. Florida, a
municipal corporation of the State of Florida, having an address at 175 West Warren Avenue,
i Longwood, FL 32750 (the "Municipality and together with Sensys, the "Parties" and each
singularly a "Party").
WHEREAS, the .Parties desire to enter into this Agreement,, whereby Sensys will (i)
install and assist the Municipality in the. administration and operation of the Sensys Red Light
Safety Systems, traffic signal violation detection systems, and streaming video monitoring
systems, each described in more detail on Exhibit A to this Agreement (the "System(s) ") at the
intersections located within the Municipality, and provide to the Municipality the services (the
"Services "), all as more filly described on Exhibit A, and (ii) in connection with the Services,
license certain software and lease certain equipment to the Municipality.
NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:
1. SERVICES
1.1. Sensys agrees to use commercially reasonable efforts to install and .provide to the
Municipality for the Term the Systems (tile "Equipment ") and software (the "Software ") to be
supplied and installed by Sensys in accordance with Exhibit A (including the provision of all
construction drawings, permit applications and other documents required by applicable law for
the installation and operation of the System). In addition, if and to the extent set forth in
j Exhibits A, B, and C, Sensys shall also supply to the Municipality:
(i) citation preparation processes that assist the Municipality in complying
with current applicable law;
i
(ii) training of personnel designated by the Municipality involved with the
operation of the Systems and /or the enforcement and disposition of
citations;
(iii) expert witness testimony regarding the operation and functionality of the
System; and
(iv) other support services for the System as set forth in Exhibit A.
1.2. If and to the extent the Municipality has or obtains during the Term custody,
possession or control over any of the Equipment or Software, the Municipality agrees:
(i) such Software, if manufactured or licensed by Sensys, is supplied under
the license set forth in Exhibit B (the "License ") to which the
Municipality agrees;
(ii) such Software, if manufactured by third parties, is supplied under third -
party licenses accompanying the Software, which licenses the
Municipality acknowledges receiving and to which it hereby agrees; and
(iii) such Equipment is supplied under the lease terms set forth in Exhibit C
(the "Lease ") to which the Municipality hereby agrees.
1.3. The Municipality understands and agrees that (i) Sensys may, subject to the prior
approval of the Municipality, which approval shall not be unreasonably delayed, conditioned or
withheld, subcontract with third parties for the provision or installation of part or parts of the
Systems or Services and (ii) installation of the Systems requires the Municipality's cooperation
and compliance with Sensys' reasonable instructions (including but not limited to Municipality's
provision of the personnel, equipment, engineering plans, and other resources as described, in
Exhibit A or as otherwise reasonably requested by Sensys) and reasonable access by Sensys (or
such third parties) to Municipality premises and systems and the Municipality agrees to provide
all of the foregoing to Sensys.
1.4. The Municipality understands and agrees that the Systems will be owned by
Sensys (or its designees). The Municipality shall use its best efforts to assist Sensys to identify
from any third -party who is responsible for damage to the Systems or any part thereof.
I.S. Sensys shall coordinate its work with the Municipality's police, public works and
engineering departments and, as necessary, with the Florida Department of Transportation.
1.6. The Municipality shall be responsible for (i) monitoring the current status of
applicable law which affects or pertains in any way to the System, its operation, or the
processing of citations produced through use of the Systems and (ii) promptly notifying Sensys
of any changes or developments in such applicable law. In the event any change in the law
materially and adversely affects the operation of the System by the Municipality as contemplated
hereby, the Municipality may terminate this Agreement and be relieved of any further obligation
hereunder.
2. '>I'lElE8M
The initial term of this Agreement, the License and the Lease shall begin upon the date
this Agreement is approved and executed by the Municipality and shall continue until the third
(3` anniversary of the Installation Date (the 11 1mitiall Term "). Thereafter, the Municipality shall
have the option to extend this Agreement, the License and the Lease for three additional thirty -
six month terms, on the same terms and conditions specified herein except that the amounts due
pursuant to Section 4 hereof shall be adjusted in accordance with the change in the Consumer
Price Index — All Urban Consumers — U.S. City Average (" CPI ") by multiplying said amounts
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by the percentage change in the CPI from the beginning of the immediately preceding term to the
end of the immediately preceding Term (the "Renewal Term and together with the Initial
Term, the "Term "). The "IInstaflatnonn Date" shall be the latest date that a System becomes
installed and operational at any of the intersections described in Sections 1.1 or 1.2 of Exhibit A.
3. T ERN11 NATIION AND EXPIRATION
3.1. This Agreement may be terminated by either Party if the other Party defaults in
the performance of any obligation under this Agreement and such default continues for more
than thirty (30) days after written notice thereof to the defaulting Party.
3.2. Sensys may terminate this Agreement, without liability, on thirty (30) days
advance written notice if Sensys concludes in its reasonable discretion that (i) potential or actual
liability of Sensys to third parties (other than persons claiming to own Intellectual Property
required for the operation of the System) arising out of or in connection with the System makes
the program impractical, uneconomical or impossible to continue. The Municipality may
terminate this Agreement for cause on thirty (30) days advance written notice if Municipality
concludes in its reasonable discretion that (i) potential or actual liability of Municipality to third
parties arising out of or in connection with the System makes the program impractical,
uneconomical or impossible to continue; (ii) the Systems cannot be installed; (iii) any court of
competent jurisdiction determines that the Systems or similar systems violate applicable law or
otherwise cannot be used to enforce citations issued therefrom or be used in the manner intended
by the Municipality; or (iv) applicable law is amended to prohibit or substantially restrict the
operation of the System or prevent the System's use in the manner intended by the Municipality;
or any combination of the above.
3.3. The Municipality shall have the right to terminate this Agreement at any time at
its convenience by giving thirty (30) days advance written notice to Sensys. If the Municipality
terminates this Agreement for convenience at any time within the three year Initial Term, then
the Municipality must pay Sensys the termination and cancellation fee provided in Section 4.2; a
termination and cancellation fee shall not be due and paid if the termination by the Municipality
occurs during any Renewal Term. Regardless of anything to the contrary contained in this
Agreement, the Municipality's payment and performance of obligations under this Agreement for
each and every fiscal year of the Municipality beyond the fiscal year when the Agreement is
executed shall be subject to discretionary annual appropriation by the Municipality's City
Commission of funds therefore. When funds are not appropriated or otherwise made available to
support the continuation of payment and performance in a subsequent fiscal period, this
Agreement shall be deemed terminated on the last day of the fiscal period for which
appropriations were made, without further cost, penalty or obligation to the Municipality.
3.4. Upon termination or expiration of this Agreement, the Municipality shall
immediately cease using the Software and Equipment in its possession, custody or control and
shall (a) immediately allow Sensys a reasonable opportunity to remove such Equipment and
(b) (i) immediately deliver to Sensys or irretrievably destroy, or cause to be so delivered or
destroyed, any and all copies of such Software in whatever form and any written or other
materials relating to such Software in the Municipality's possession, custody or control and
within thirty (30) days deliver to Sensys a certification thereof or (ii) allow Sensys reasonable
-3-
access to the System(s) on which such Software is loaded and permission to Sensys to remove
such Software and documentation. Termination or expiration of this Agreement shall not relieve
the Municipality of any obligation to pay fees or other amounts due or accrued prior to such
expiration or termination. This Section 3.4, as well as Sections 3.6, 4, 6.2, 6.3, 6.4, 7 and 9 of
this Agreement, Sections 4, 7, 8 and 9 (but only to the extent Section 9 corresponds to Sections
of the Agreement which survive) of the License and Sections 3, 4, 5, 6, 7 and 9 (but only to the
extent Section 9 corresponds to Sections of the Agreement which survive) of the Lease shall
survive any expiration or termination of this Agreement, the License or the Lease.
3.5. Notwithstanding anything to the contrary contained herein, or in the License or
the Lease, but except as provided in the last sentence of Section 3.4, the License and the Lease
shall terminate upon the termination or expiration of this Agreement.
3.6. Notwithstanding anything in this Agreement that may be to the contrary, the sole
remedy of the Municipality, and the sole obligation of Sensys, for any uncured breach of
Sections 1 and 6 of this Agreement by Sensys shall be termination of this Agreement and, if
applicable, indemnification pursuant to Section 7.
4e FEES AND PAYMENT
4.1 The Municipality shall elect, at its sole option, to pay Sensys in accordance with
Section 4.1(a) or Section 4.1(b) below. Such election shall be made by the Municipality in
writing prior to installation of the first System and, subject to Section 4.5 below, shall remain in
effect for the Initial Term.
4.1(a) The Municipality may elect to pay Sensys:
(1) $4,300 per month (pro rated for any partial month) in arrears with respect
to each System installed with standard flash ("Standard System "): Such payment shall
commence on the first business day of the month following Commencement of
Operations of each Standard System and shall continue on the first business day of each
month for the Term or until this Agreement is sooner terminated or such payment is
modified in accordance with Section 4.5. For purposes of this Agreement,
"Commencement of Operations" shall mean the first full day that the System captures
events for processing and issuance of notices of violation.
(2) $4,400 per month (pro rated for any partial month) in arrears with respect
to each System installed with infrared flash (" Hnnfran•ed System "). Such payment shall
commence on the first business day of the month following Commencement of
Operations of each Infrared System and shall continue on the first business day of each
month for the Tenn or until this Agreement is sooner terminated or such payment is
modified in accordance with Section 4.5.
(3) $100 per month (pro rated for any partial month) in arrears with respect to
each streaming video monitoring System (a "Video Monitoring System "). Such
payment shall commence on the first business day of the month following first full day
that such Video Monitoring Systems provides live feed to the Police Department and
-4-
shall continue on the first business day of each month for the Term or until this
Agreement is sooner terminated.
4.1(b) The Municipality may elect to pay Sensys:
(1) $3,100 per month (pro rated for any partial month) in arrears with respect
to any Standard System. Such payment shall commence on the first business day of the
month following Commencement of Operations of each Standard System and shall
continue on the first business day of each month for the Term or until this Agreement is
sooner terminated or such payment is modified in accordance with Section 4.5.
(2) $3,150 per month (pro rated for any partial month) in arrears with respect
to any Infrared System. Such payment shall commence on the first business day of the
month following Commencement of Operations of each Infrared System and shall
continue on the first business day of each month for the Term or until this Agreement is
sooner terminated or such payment is modified in accordance with Section 4.5.
(3) $11 for each citation issued by the Municipality using the Systems. Such
payment shall be made within thirty days after invoice therefor by Sensys, which invoice
shall provide in reasonable detail the citations issued in connection for the invoiced
period.
(4) $100 per month (pro rated for any partial month) in arrears with respect to
each Video Monitoring System. Such payment shall commence on the first business day
of the month following the first full day that such Video Monitoring Systems provides
live feed to the Police Department and shall continue on the first business day of each
month for the Term or until this Agreement is sooner terminated.
4.2 In the event that either Party terminates this Agreement without cause, and subject
to the remainder of this Section 4.2, the termination and cancellation fee payable to the other
Party for each System shall equal the product of $40,000 multiplied by the quotient of: (a) the
Remaining Term divided by (b) 36. The "Remaining Term" shall equal 36 minus the number
of whole months from the date that System in question became operational to the date of
termination. There is no termination and cancellation fee for Video Monitoring Systems.
4.3 Except for any termination and cancellation fee and other charges owed pursuant
to Sections 4.2 or 5.5, which is due on demand, payment of all fees and other charges owed
pursuant to this Agreement is due as set forth above, and, to the extent invoice is required, within
thirty (30) days after receipt of the invoice. Invoices will be sent to the Municipality at:
City of Longwood
175 West Warren Avenue
Longwood, FL 32750
Attn: Finance Director
4.4 The Municipality represents and warrants that it is exempt from the payment of
sales tax, and will not charge Sensys any personal property or other tax or similar charges or fees
associated with the Equipment and otherwise payable by Sensys to the Municipality.
-5-
4.5 Notwithstanding anything in this Agreement to the contrary, if amounts due to
Sensys pursuant to Section 4.1(a)(1) and (2) or 4.1(b)(1), (2) and (3) in any month during the
'Perm plus any amounts due to Sensys pursuant to this Section 4.5 ( "Monthly Photo
Enforcement Fees ") exceed revenue generated by operation of the Systems and actually
received by the Municipality during that same month ("Monthly Photo Enfoircemen
Revenue") then the Municipality shall pay to Sensys for such month only the amount of
Monthly Photo Enforcement Revenue. In such case, the difference between Monthly Photo
Enforcement Fees and Monthly Photo Enforcement Revenue (a "Payment Shortfall ") shall be
accumulated and added to the Monthly Photo Enforcement Fees for the following month.
Payment Shortfalls, if any, shall accumulate from month -to -month until paid in full, provided
that under no circumstances shall the Municipality ever be required to make a payment of
Monthly Photo Enforcement Fees to Sensys except from Monthly Photo Enforcement Revenue.
4.6 Subject to Section 4.5, in the event that the United States Postal Service increases
applicable First Class Mail and/or Certified Mail postage, Sensys may invoice the Municipality
for the increased postage actually paid by Sensys in connection with this Agreement. For
example, if First Class Mail postage were increased by $0.02, and Sensys mailed 1,000 notices,
Sensys would invoice the Municipality $20.00. As of the date hereof, First Class Mail postage is
$0.44 per letter and standard Certified Mail postage is $1.15.
5. Responsibilities of the Municipality
5.1. The Municipality shall provide Sensys with any "as built" drawings in electronic
format (AutoCad) that are available at no cost to the Municipality and shall approve Sensys'
engineering drawings without unusual or unreasonable cost or delay.
5.2. The Municipality shall not levy any permit fees or, if municipal ordinance
requires the assessment of fees, the Municipality shall waive or be responsible for such fees
associated with the installation of the System.
5.3. The Municipality shall diligently prosecute citations in court at its own expense
and shall defend any challenge in any court to the use of the System or validity of its results
and/or the use of the U.S. Mails to deliver the citation. Sensys may, at its own expense,
participate in any proceeding challenging the use of the System or validity of its results and/or
use of the U.S. Mails to deliver the citation.
5.4. The Municipality will cooperate with Sensys in obtaining electrical connections at
the roadside and Sensys shall pay all costs associated with such connection and shall pay for all
power required by the System.
5.5. To allow for proper operation of the System, the Municipality shall provide
Sensys with advance written notice of any modifications proposed to intersections or roadways,
including traffic signal operations, after installation of a System. In the event any such
intersection or roadway modification requires a material change to the System, Sensys shall pay
the costs reasonably incurred by Sensys to adapt the affected video monitoring system(s) or fixed
speed enforcement unit(s) to make such video monitoring system(s) or fixed speed enforcement
unit(s) compatible therewith. Notwithstanding the above, Sensys makes no guarantee that.it will
-6-
be able to make any such adaptation. In the event that Sensys is unable to adapt the affected
System, then both parties shall be relieved of any further obligations under this Agreement with
respect only to the affected System. In addition, Sensys does not, and will not, make
recommendations or otherwise manage the configuration or operation of the intersection traffic
light system.
5.6. Intentionally Omitted.
5.7. During the Term, except as expressly permitted by this Agreement the
Municipality shall not use the System, or allow the System's use by a third party, without the
prior written permission of Sensys.
6. LIMITED WARRANTY AND LIMITATION ON DAMAGES
6.1. Sensys warrants that the System's functionality will conform in all material
respects to the description of the System set forth on FExhibil A. This warranty does not apply if
the Municipality has failed to make all payments to Sensys required by this Agreement and is
subject to the conditions of, Section 6.4.
6.2. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, SENSYS HEREBY
DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN, WITH RESPECT TO THE SERVICES AND SYSTEM, INCLUDING, WITHOUT
LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON - INFRINGEMENT, NON-
INTERFERENCE WITH ENJOYMENT, ACCURACY, MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES IMPLIED FROM ANY
COURSE OF DEALING OR USAGE OF TRADE. MUNICIPALITY ACKNOWLEDGES
THAT EXCEPT AS EXPRESSLY PROVIDED HEREIN NO OTHER WARRANTIES HAVE
BEEN MADE TO MUNICIPALITY BY OR ON BEHALF OF SENSYS OR OTHERWISE
FORM THE BASIS FOR THE BARGAIN BETWEEN THE PARTIES.
6.3. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS
OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL SENSYS BE LIABLE TO THE
MUNICIPALITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING ANY DAMAGES FOR LOSS
OF INFORMATION, PROFITS, OR SAVINGS, OR BUSINESS INTERRUPTION) ARISING
OUT OF THE SYSTEM, THE SERVICES OR THE USE OF OR INABILITY TO USE THE
SYSTEM OR THE SERVICES, EVEN IF SENSYS OR AN AUTHORIZED SENSYS
REPRESENTATIVE IS AWARE, OR SHOULD HAVE BEEN AWARE, OF THE
POSSIBILITY OF SUCH DAMAGES.
6.4. The Municipality acknowledges and agrees that:
(a) The Systems may not detect every red light violation;
(b) Since the System may flag as a violation conduct that is in fact not a
violation, the output of the System will require review, analysis and approval by personnel
appropriately qualified and authorized by the Municipality under applicable law prior to the
issuance of any citation;
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(c) Intentionally Omitted;
(d) The System has no control over, and relies on the proper functioning
of equipment for signal light changes, which equipment is provided by entities other than
Sensys;
(e) The proper functioning of the System requires the Municipality's full
and complete compliance with the Systems' operating instructions, which it hereby agrees to
do; and
(f) Sensys shall not be responsible for the configuration and/or operation
of any intersection traffic light systems and Sensys shall have no liability or obligations with
respect thereto.
7. INDEMNITY
7.1 Sensys agrees to indemnify, defend, and hold harmless the Municipality from any
claim of damages (including the payment of reasonable attorneys' fees) by a third party arising
solely from either (a) a finding that the System infringes any validly issued United States patent
or (b) Sensys' negligence, provided that such claim of damages is not attributable to (i) any act
or omission set forth in Section 7.2 or (ii) any third -party software or other third -party products
used with, required for use of, or supplied under their own names with or as part of the System.
If, as a final result of any litigation of which Sensys is obligated to indemnify, the use of the
System by Municipality is prevented, in whole or in part, by an injunction, Sensys' sole
obligation to the Municipality as a result of such injunction shall be, at Sensys' option, either to
(i) replace such part as has been enjoined, or (ii) procure a license for Sensys or the Municipality
to use same, or (iii) remove same and terminate this Agreement at no additional cost to the
Municipality.
7.2 Anything in this Agreement to the contrary notwithstanding, Sensys assumes no
obligation or liability for any claim of damages (including the payment of reasonable attorneys'
fees) by a third party arising from or related to (i) Sensys' compliance with any designs,
specifications, or instructions of the Municipality, (ii) any modification of the System made by
the Municipality, (iii) the negligence or intentional act of Municipality, (iv) failure of the
Municipality to use the System in the manner described by Sensys, (v) the failure to fimction
properly of any hardware, software or equipment of any kind used by, in or on behalf of the
Municipality (other than that supplied by Sensys), (vi) the review and analysis of the System data
output by Municipality personnel for citation preparation, (vii) the Municipality's use and/or
administration of any traffic signal.
7.3 The rights of the Municipality to seek indemnification under this Section 7 shall
be conditioned upon (i) the Municipality notifying Sensys promptly upon receipt of the claim or
action for which indemnification is sought (but the failure to do so shall not relieve Sensys of its
obligations under this Section 7 unless it is, and then only to the that extent it is materially
prejudiced thereby) and (ii) the Municipality's full cooperation with Sensys in the settlement or
defense of such claim or action at no cost to the Municipality (except for reasonable out -of-
pocket traveling expenses within 50 miles from Longwood City Hall). The Municipality agrees
not to charge Sensys for the reasonable time of the Municipality's personnel engaged in such
cooperation. Such cooperation shall include, but not be limited to, the Municipality providing
access for, and permission to, Sensys for the purpose of the replacement of such part or parts of
Systems as Sensys may deem necessary or desirable. The Municipality may participate in the
defense of any indemnified matter through counsel of its own choice and at its own expense
provided that Sensys shall remain in, and responsible for, control of the matter. This Section 7
states the entire liability and obligation and the exclusive remedy of the Municipality with
respect to any actions or claims (i) of alleged infringement relating to or arising out of the subject
matter of this Agreement or (ii) otherwise the subject of this paragraph.
S. INSURANCE
Sensys represents that it and its employees are protected against the risk of loss by the
following insurance coverage:
(a) Comprehensive general liability insurance with a combined single
limit of $1,000,000 per person because of loss arising from a single occurrence, with an
aggregate liability per occurrence of $2 million.
(b) Workers Compensation as required by applicable state law; and
(c) Comprehensive Automobile Liability Insurance for all owned, non -
owned and hired automobiles and other vehicles used by Sensys with a minimum $1,000,000
per occurrence combined single limit bodily injury and property damage.
All insurance required by express provision of this Agreement shall be carried only in
responsible insurance companies licensed to do business in the State of Florida and shall name as
additional insured the Municipality, its elected officials, officers, employees, agents and
representatives. Sensys will furnish Municipality with Certificates of Insurance and applicable
endorsements for all such policies promptly upon receipt of them. Sensys may effect for its own
account insurance not required under this Agreement.
9. MISCELLANEOUS
9.1. Except as specifically provided in this Agreement, this Agreement may not be
assigned, nor may performance be delegated, by either Party without the express written consent
of the other Party, except that Sensys may assign or otherwise encumber this Agreement, the
License and the Lease for the purpose of obtaining financing.
9.2. The headings and captions used in this Agreement and the Exhibits are for
convenience only and are not to be used in the interpretation of this Agreement.
9.3. The failure of either Party to require performance of any provision of this
Agreement shall not affect the right to subsequently require the performance of such provision or
any other provision of this Agreement. The waiver of either Party of a breach of any provision
shall not be taken or held to be a waiver of any subsequent breach of that provision or any
subsequent breach of any other provision of this Agreement.
-9-
9.4. If any covenant or provision of this Agreement is, or is determined to be, invalid,
illegal or unenforceable by a court of competent jurisdiction, all remaining covenants and
provisions of this Agreement shall nevertheless remain in full force and effect, and no covenant
or provision of this Agreement shall be deemed to be dependent upon any covenant or provision
so determined to be invalid, illegal or unenforceable unless otherwise expressly provided for
herein.
9.5. This Agreement has been entered into, delivered and is to be governed by,
construed, interpreted and enforced in accordance with the laws of the State in which the
Municipality is located (without giving reference to choice -of -law provisions) from time to time
in effect.
9.6. Except as set forth in this Agreement and the Exhibits hereto, no representation,
statement, understanding or agreement, whether written or oral, has been made and there has
been no reliance on anything done, said or any assumption in law or fact with respect to this
Agreement for the duration, termination or renewal of this Agreement other than as expressly set
forth in this Agreement and there has been no reliance upon anything so done or said that in any
way tends to change or modify the terms or subject matter of this Agreement or to prevent this
Agreement from becoming effective. This Agreement supersedes any agreements and
understandings, whether written or oral, entered into by the Parties hereto prior to the effective
date of this Agreement.
9.7. This Agreement may be modified or amended from time to time by the Parties,
provided, however, that no modification or amendment hereto shall be effective unless it is stated
in writing, specifically refers to this Agreement and is executed on behalf of the Party against
whom enforcement of such modification or amendment is sought.
9.8. Except as otherwise specified, all notices, payments and reports hereunder shall
be deemed given and in effect as of the date of mailing or transmission, as the case may be, when
sent by next day delivery or courier service, postage pre -paid, or three days after the date of
mailing when sent by first class mail, postage pre -paid, addressed in all such cases to the Parties
as set forth in the preamble to this Agreement directed in each case to the President of Sensys at
the address in the preamble or the Chief of Police of the Municipality at the address in the
preamble, or to such other addresses as the Parties may from time to time give written notice of
as herein provided.
9.9. Except for the obligation to make any payment of money, neither Party shall be
liable to the other for failure or delay in meeting any obligations hereunder which arises in whole
or in part from causes which are unforeseen by, or beyond the control of, such Party, including
without limitation, acts of God or of a public enemy, acts of terrorism, acts of the Government
(other than the Municipality in the case of the Municipality) in either its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, acts or
omissions of (i) non - subcontractor third- parties and (ii) third party equipment, .
telecommunications and software suppliers, and unusually severe weather. When any such
circumstance(s) exist, Sensys shall have the right, in its sole discretion, to allocate its available
production, deliveries, services, supplies and other resources among any and all buyers (whether
-10-
or not including the Municipality), as well as among departments and affiliates of Sensys,
without any liability to Municipality.
9.10. Venue for any lawsuit seeking enforcement of or arising out of the terms of this
Agreement shall be in Seminole County, Florida. The substantially prevailing party in any such
lawsuit shall be entitled to an award of costs and reasonable attorney's fees.
9.11 The Municipality shall use the Proprietary Information only for the purpose of
fulfilling its duties hereunder (the "Purpose ") and such Proprietary Information shall not be used
for any other purpose without the prior written consent of Sensys. "Purpose" shall be deemed to
not include any disclosure of the Proprietary Information to any person or entity. The
Municipality shall hold in confidence, and shall not disclose to any person or entity, any
Proprietary Information nor exploit such Proprietary Information for its own benefit or the
benefit of another without the prior written consent of Sensys. Notwithstanding anything
contained in this Agreement to the contrary, this Agreement shall not prohibit the Municipality
from disclosing Proprietary Information to the extent required in order for the Municipality to
comply with applicable laws and regulations, provided that the Municipality provides prior
written notice of such required disclosure to Sensys. As used in this Agreement, the term
"Proprietary information" shall mean all trade secrets or confidential or proprietary
information designated as such by Sensys, whether letter or by the use of an appropriate
proprietary stamp or legend, prior to or at the time any such trade secret or confidential or
proprietary information is disclosed by Sensys to the ,Municipality. In addition, the term
"Proprietary Information" shall be deemed to include: (a) any notes, analyses, compilations,
studies, interpretations, memoranda or other documents prepared by the Recipient which contain,
reflect or are based upon, in whole or in part, any Proprietary Information furnished to the
Recipient.
[Signatures appear on following page.]
-11-
IN WITNESS WHEREOF, the Parties hereto have set their hands by their duly
authorized representatives as of the day and year first above written.
SENSYS AMERICA, INC.
By:
Name:. Carlos Ldfstedt
Title: President and CEO
CITY OF LONGWOOD, FLORIDA
By:
Name: Joseph Durso
Title: Mayor
i
-12-
EXHIBIT A
SERVICES
Sensys shall provide the Municipality with the Systems. In connection with furnishing
the Systems, Sensys shall provide the following, each of which is more fully described below:
1. Site Installation Planning; Design and Equipment Installation
2. User Training and Support
3. Notice of Violation and UTC Preparation and Processing Services
4. Maintenance and Support
5. Public Education Campaign
6. Expert Witness Testimony and Court Training
7. Violation Review Station
8. Reporting
9. Meetings
1. Site Installation Planning, and Equipment Installation
1.1 The Systems
(1) Sensys will install up to twenty (20) Systems
(which shall remain property of Sensys), monitoring such locations as the
Municipality and Sensys shall mutually agree. Up to ten (10) additional
Systems may be added at the option of the Municipality with Sensys'
consent. Each System shall comprise equipment capable of monitoring
red light violations at a single approach to an intersection for up to three
lanes of traffic. Sensys will install new Systems upon mutual agreement
of the Parties.
(2) Such number of Video Monitoring Systems as the
Municipality may request (which shall remain property of Sensys) shall be
installed, providing continuous video monitoring of the selected
intersections. Each such Video Monitoring System shall comprise an IP
addressable digital video camera inside a secure virtual private network,
video streaming to the police department via secure, encrypted network to
a supplied digital video recording device capable of storing at least 60
days of video. Sensys will install additional Video Monitoring Systems in
connection with any System at the request of the Municipality.
(3) In the event that the Municipality desires to relocate
any System after 1 full year of continuous operation of such System,
Sensys will effect such relocation at no cost to the Municipality provided
that the Initial Term of the Agreement shall recommence upon completion
of such relocation.
1.1.2. The Systems shall include all equipment located at each intersection, all
equipment in the Municipality Police Department (including court laptop), telecommunications
Ex. A -1
equipment, and Software and shall have the capability of transferring images from the roadside
to the Municipality's Police Department processing facility.
1.2. Substitution or Addition of an Intersection If Sensys or the Municipality
reasonably determines that one or more intersections selected for installation of a System is not
for any reason appropriate for the System (and such determination is made at least fifteen (15)
days prior to the commencement of installation of the System at any such intersection), then
alternate intersection(s) may be substituted by written consent of the Parties.
1.3. Timeframe for Installation of the System Sensys shall install and activate the
Systems in accordance with an Implementation Plan to be mutually agreed to by Sensys and the
Municipality, which installation shall, at minimum, conclude within 60 days after all necessary
permits and approvals are received by Sensys. Sensys shall use reasonable commercial efforts to
install the System in accordance with the schedule set forth in the Implementation Plan. The
Municipality agrees that the estimated dates of installation and activation of the System set forth
in the Implementation Plan are subject to delay based on conditions beyond the control of Sensys
and are not guaranteed.
1.4. Instal lation/®wnership of the System Sensys shall procure, install and provide
support of Equipment at each of the agreed upon locations. As between Sensys and the
Municipality, all components for the System will remain the property of Sensys.
1.5. Installation
1.5.1. Sensys shall submit plans and specifications to the Municipality for review
and approval, which review and approval will not be unreasonably withheld, delayed or
conditioned. These plans and specifications shall be signed and stamped as approved by a
professional engineer licensed to practice in the State in which the Municipality is located if the
same is required by law. Sensys shall provide at least three sets of drawings of the wiring for the
System circuitry.
1.5.2. All cameras and other equipment shall be enclosed in lockable, weather
and vandal- resistant housing. All wiring shall be internal to equipment (not exposed) and if
commercially reasonable and if capacity exists, underground in existing traffic signal conduits,
except where required to directly interface with the traffic signals and electrical service.
Separate conduits or overhead wiring may be used by Sensys if existing conduit(s) are at
capacity. If existing conduits are used, the Municipality will not unreasonably withhold, delay or
condition consent to such use.
1.5.3. The System may be mounted on or utilize support of existing traffic signal
poles, arms or other intersection structures where possible, subject to Municipality review and
approval, such review and approval not to be unreasonably withheld, delayed or conditioned.
1.5.4. The System poles, foundations and new infrastructure, as required, shall
conform to applicable law.
1.5.5. To the maximum extent permitted by law, the Municipality shall waive
any permit and licensing fees for any System construction and installation.
Ex. A -2
1.6. Restoration of Intersections Upon termination or expiration of the Agreement,
Sensys shall remove the System and restore the affected public facilities including returning the
intersections to their original condition; provided, however, that Sensys shall not be required to
remove any conduit, in- ground fixture, underground wiring or other infrastructure that will
require excavation or demolition. All costs incurred by Sensys thereby will be the responsibility
of Sensys.
1.7. Compliance with Law Sensys shall design and install the System in compliance
with all currently existing federal, Florida and municipal laws and regulations. Sensys covenants
and agrees that its Red Light Safety Systems shall, at all times, comply with all applicable laws,
regulations, rules and orders ( "Legal Requirements"). Sensys shall continuously monitor the
status of such Legal Requirements to ensure continuous compliance. In the event that any change
in the Legal Requirements, Sensys shall modify or replace (at its sole cost) all or any portion of
its non - compliant Red Light Safety Systems. Any such modification shall be effected by Sensys
in a reasonable period of time (not to exceed 90 days for modification or 180 days for complete
system replacement) and Sensys' failure to effect such modification or replacement in a timely
manner shall be grounds for the City to terminate this Agreement for cause. Any such
termination shall not relieve Sensys of its obligation to restore each site to its original condition.
2. Production of Video Files Sensys shall produce digital video files of each red
light violation, capable of identifying vehicles traveling through the intersection during the red
light phase.
3. Training of Municipality Personnel After System installation, Sensys shall
provide up to eight (8) hours of training for up to ten (10) persons at two (2) sessions at the
Municipality's facilities to acquaint Municipality personnel with System operation. Training
shall consist of instructional and operational training as well as hands -on equipment exercises
with an instructor. All necessary training materials and documentation will be provided by
Sensys at Sensys' expense. Sensys shall make all such training services available to the
Municipality prior to the end of the thirty (30) day period following the Installation Date. If the
Municipality requests additional courses or training, Sensys shall provide these on a cost
reimbursement basis.
4. Citation Preparation and Processing Services
4.1. Citation Preparation and Processing Sensys shall perform the initial review of all
data generated at the roadside, process and format violations utilizing a computerized traffic
citation program that shall store all information required for citation processing by Florida and
Municipality law ("Ticket Agent"), and transfer the citations to the Police Department's
computer for review and decision on whether or not to issue a citation. If Sensys is permitted by
applicable law or regulation to do so, Sensys shall also review all DMV information and print
and mail citation forms. Sensys shall pay all mailing and postage costs, and such other
miscellaneous costs and expenses as may be reasonably necessary to issue a citation and deliver
it by U.S. mail. To the extent required by applicable law, Sensys shall obtain a certification of
mailing issued by the Post Office. Notwithstanding anything to the contrary in the foregoing
provisions of this Section 4.1, Sensys will not process nor support any citations not captured by
the System and/or approved by the Municipality.
Ex. A -3
4.1.1. Mailing of Citations Citations shall be mailed to the violator as soon as is
reasonably practicable, and in no event longer than five (5) business days after being approved
by the Municipality and Sensys has been notified of such approval. The form of citation shall be
subject to the approval of the Municipality, which approval may not be unreasonably delayed,
conditioned or withheld.
4.1.2. Cooperation With Police and the Courts Sensys shall be responsible for,
and pay for the cost of issuing and the mailing (via certified mail) of Uniform Traffic Citations in
accordance with applicable law. Sensys shall coordinate with the City and the Courts, and shall
comply with the applicable law regarding the mailing and other requirements necessary for the
issuance of Uniform Traffic Citations. All citations shall be reviewed and approved by the
Municipality's Police Department prior to mailing. In addition, Sensys will cooperate with the
Courts to set up the necessary communications and procedures that will enable Sensys to send
delinquent notices to those registered owners /drivers for whom such notices are appropriate.
4.1.3. Preparation of Evidence Packages Sensys shall prepare evidence
packages in such form as may be reasonably agreed upon to enable the Municipality to enforce
its citations in court.
4.2. Access to Drivers License Information Sensys shall maintain the ability to access
the driver's license information and the registered owner residence address for all US registered
vehicles, and the per- request fee for information, if any, shall be paid by Sensys. If Sensys is
unable to access such information, Sensys shall provide the make and license plate number of
each violator to the Municipality, which will obtain and input the information into the System, or
provide such information to Sensys, within a reasonable period of time. Any costs incurred by
the Municipality in obtaining this information (including personnel costs) shall be reimbursed by
Sensys.
4.3. Numbering System Sensys, in coordination with the Municipality, shall develop
and implement an independent numbering system for automated red light citations.
4.4. Transmission of Information Sensys shall make all citation information available
via an electronic file using comma separated value files on a secure FTP site. Sensys shall
maintain a documented chain of custody for all electronically transmitted information while the
information is under Sensys' control.
4.5. Customer Service Sensys shall provide an automated customer service telephone
number to the public. Customer Service Representatives will be available Monday through
Friday, from 9:00 a.m. to 5:00 p.m. local time (of the Municipality), excluding holidays, in
order to schedule violation video viewing appointments for the Police Department and to answer
basic questions regarding the Municipality's program.
5. Maintenance
5.1. Maintenance of System Except as provided herein, Sensys shall Maintain the
System (as such term is defined below); provided however that Sensys shall not be responsible
for any maintenance, repair or replacement required as a result of (i) the negligence or intentional
act of the Municipality, its employees, agents or independent contractors (other than Sensys)
Ex. A-4
and/or (ii) any equipment or software not provided by Sensys. Sensys shall maintain a
maintenance log that documents all service issues. To "Maintain the System" shall mean to keep
the System in such a state of operation such that the System's functionality and operation
conforms in all material respects to the description of the System set forth in this Exhibit. All
problems shall be documented and repairs commenced within twenty-four (24) hours of the time
Sensys receives notice thereof. Sensys shall also install all software revisions for Systems and
Ticket Agent as and when developed and made commercially available by Sensys.
5.2. Equipment Checks Sensys shall use commercially reasonable efforts to perform
remote camera and PC equipment checks to confirm proper operation of computers, cameras and
communications network. Routine in -field camera equipment inspection will be done as needed.
The System shall have the capability of on -line monitoring of all cameras at each intersection.
6. Public Education Campaign
6.1. Public Awareness Program Sensys shall assist the Municipality with a Public
Awareness Program. Such assistance shall consist of
a) Paying for all signage required by law
b) Reasonable assistance for a media event to launch the community
education program
C) Preparing, publishing and printing a brochure for distribution
d) A reasonable amount of training for a Municipality staffed speaker's
bureau
e) Providing a toll -free customer service hotline which shall be staffed
adequately during all regular business hours.
7. Expert Witness Testimony and Court Traini
7.1. Expert Witness Testimony Sensys shall provide expert witness testimony at its
sole expense, as reasonably necessary, to testify regarding the accuracy and technical operation
of the System as necessary for court challenges to the operation of the System.
7.2. Court Training Sensys shall conduct a one -day workshop- orientation session for
Municipal Court judges (and/or their designees), hearing officers, other appropriate court
officials and the Municipality prosecutor.
Ex. A -5
S. Provision of PC Equipment Sensys shall provide desktop workstations as
reasonably necessary to accommodate citation volume, one (1) laptop workstation and one (1)
printer (all of which shall remain the property of Sensys) to be used by the Municipality for
citation review and approval, violation video viewing appointments and court hearings.
9. Reporting
9.1. Monthly Report Sensys shall submit to the Municipality a Monthly Report on
project results within thirty (30) days after the end of each calendar month. The Monthly Report
shall include information for each violation recorded by the System as well as the following
items:
a) Number of violations recorded
b) Number of non- issued violations
C) Breakdown of reasons for non - issuance
d) Number of citations issued
e) Court hearings scheduled and held
f) Number of calls for information
g) Number of violation video viewing appointments scheduled
9.2. Additional Reports or Information Any other reports and information are not
part of the Agreement and the preparation and delivery of any other such reports or information
may result in additional fees.
9.3. Database Sensys shall maintain a database with the following information per
violation:
a) Location, date and time
b) Number of seconds of yellow traffic signal or speed of vehicle
C) Type of violation
d) Vehicle description including license plate state and number
e) Applicable vehicle code section violated (if available to Sensys)
f) Citation prepared or reason for not preparing citation (if available to
Sensys)
g) Registered vehicle owner's name and address, driver's license number
and related information required to prepare citations where violation is made by a driver
other than registered owner (if available to Sensys) (Affidavit of Non - Liability)
Ex. A -6
h) Status of citation (outstanding, cancelled, reissued, paid, bail forfeited,
traffic school, warrants issued, etc.) (if available to Sensys)
i) Sensys shall maintain at its sole expense all records, including, but not
limited to all video recordings, which it generates or receives as a result of the performance
of services pursuant to the Agreement for the period of time required by, and otherwise in
accordance with, Chapter 119, Florida Statutes, as same may be amended from time to
time. Upon receipt of a request from the Municipality for a copy of any record being
maintained by Sensys, Sensys shall provide the requested record to the Municipality within a
reasonable time following such request, but in no event later than fifteen (15) days following
the date the request is received by Sensys. Sensys shall be responsible for all costs
associated with the providing the requested records to the Municipality.
10. Intentionally Omitted
11. Additional Services (if requested by the Municipality in writing):
11.1. Payment Processing Services — Sensys shall use reasonable commercial efforts to
receive citation fees from violators, deposit amounts collected into an appropriate bank account,
provide accounting records to the Municipality, and remit the amounts received as instructed by
the Municipality. In addition, Sensys will provide an online payment portal for violators.
11.2. Intersection Assessment Program — Sensys will generate a video -based analysis of
an intersection designed to evaluate the frequency of red -light violations for each approach at the
targeted intersection. The video media will contain up to 16 hours of IAP monitoring assuming
the equipment remains installed at the intersection during the course of monitoring, but not to
exceed three consecutive calendar days. A report summarizing the results, along with the media
generated will be provided to the Municipality. There is no charge for the initial 20
intersection approaches to be evaluated by Sensys pursuant to this Agreement. Thereafter, if
the Municipality requests an Intersection Assessment, there is an additional IAP Program Fee of
$850 for each intersection approach evaluated at the request of the Municipality, provided that
the IAP Program Fee is waived with respect to any intersection where a System is installed.
To order an IAP analysis, the Municipality should provide a written request for
the analysis to Sensys, including a description of the intersection(s) selected.
11.3. Intersection Video Monitoring System IP addressable digital video camera inside
a secure virtual private network, video streaming to the police department via secure, encrypted
network to a supplied digital video recording device capable of storing at least 60 days of video.
Sensys will install additional Video Monitoring Systems in connection with any System at the
request of the Municipality.
Ex. A -7
IEXI(-1igl$RT B
LICENSE AGREEMENT FOR RED LIGHT SAFETY SYSTEM SOFTWARE
This License Agreement (the " License ") is a legal agreement between you (the
contracting counter- party in an agreement (the " Agreement ") to which a copy of this License is
attached as an Exhibit B) and Sensys America, Inc. ( "Sensys ") for the Sensys software product
identified above, which includes computer software and may include associated media, printed
materials, and "online" or electronic documentation (the " SOFTWARE PRODUCT"). The
SOFTWARE PRODUCT also includes any updates and supplements to the original
SOFTWARE PRODUCT provided to you by Sensys. Any software provided along with the
SOFTWARE PRODUCT that is associated with a separate license agreement is licensed to you
under the terms of that license agreement. By execution of the Agreement, you have agreed to
be bound by the ternis of this License. Such agreement by you is an express condition to your
ability to use the SOFTWARE PRODUCT.
1. GRANT OF LICENSE The SOFTWARE PRODUCT is licensed, not
sold. This License grants you only the following rights: You may use those copies of the
SOFTWARE PRODUCT as installed by Sensys on your network ( "NetwoirW'). A license for
the SOFTWARE PRODUCT may not be shared or used concurrently on different Networks.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS You may
not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only
to the extent that such activity is expressly permitted by applicable law notwithstanding this
limitation. The SOFTWARE PRODUCT is licensed as a single product. Its component parts
may not be separated for use on more than one computer unless so installed by Sensys. You may
not rent, lease, transfer or lend the SOFTWARE PRODUCT. This License does not grant you
any rights in connection with any trademarks or service marks of Sensys. Without prejudice to
any other rights, Sensys may terminate this License if you fail to comply with the terms and
conditions of this License. In such event, you must permit Sensys reasonable access to your
computer system for the purpose of removing all copies of the SOFTWARE PRODUCT or
deliver to Sensys or destroy all copies of the SOFTWARE PRODUCT and all of its component
parts.
3. SUPPORT SERVICES AND UPGRADES Sensys may provide you with
support services related to the SOFTWARE PRODUCT ("Support Servlces "). Use of Support
Services is governed by the Agreement. Any supplemental software code provided to you as
part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject
to the terms and conditions of this License. With respect to technical information you provide to
Sensys as part of the Support Services, Sensys may use such information for its business
purposes, including for product support and development. In particular, Sensys will not utilize
such technical information in a form that personally identifies you or any motor vehicle, tag or
person. If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly licensed
to use a product identified by Sensys as being eligible for the upgrade in order to use the
SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces and/or
supplements the product that formed the basis for your eligibility for the upgrade. You may use
the resulting upgraded product only in accordance with the terms of this License. If the
Ex. B -1
SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that
you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only
as part of that single product package and may not be separated for use on more than one
computer.
4. COPYRIGHT All title and intellectual property rights in and to the
SOFTWARE PRODUCT (including but not limited to any images, photographs, animations,
video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the
accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by
Sensys or its suppliers. As between you and Sensys, all title and intellectual property rights in
and to the images and information which may be generated through use of the SOFTWARE
PRODUCT is your property. All rights not expressly granted are reserved by Sensys.
5. DUAL -MEDIA SOFTWARE You may receive the SOFTWARE
PRODUCT in more than one medium. Regardless of the type or size of medium you receive,
you may use only one medium that is appropriate for your Network. You may not use or install
the other medium on another Network. You may not loan, rent, lease, lend or otherwise transfer
the other medium to another user.
6. BACKUP COPY After installation of one copy of the SOFTWARE
PRODUCT pursuant to this License, you may keep the original media on which the
SOFTWARE PRODUCT was provided by Sensys solely for backup or archival purposes. If the
original media is required to use the SOFTWARE PRODUCT on the COMPUTER, you may
make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes. Except
as expressly provided in this License, you may not otherwise make copies of the SOFTWARE
PRODUCT or the printed materials accompanying the SOFTWARE PRODUCT.
7. U.S. GOVERNMENT RESTRICTED RIGHTS If you are acquiring the
SOFTWARE PRODUCT (including the related documentation) on behalf of any part of the
United States Government, the following provisions apply. The SOFTWARE PRODUCT and
documentation are provided with RESTRICTED RIGHTS. The SOFTWARE PRODUCT is
deemed to be "commercial software" and "commercial computer software documentation,"
respectively, pursuant to DFAR Section 227.7202 and FAR 12.212, as applicable. Any use,
modification, reproduction, release, performance, display or disclosure of the SOFTWARE
PRODUCT (including the related documentation) by the U.S. Government or any of its agencies
shall be governed solely by the terms of this License and shall be prohibited except to the extent
expressly permitted by the terms of this License. Manufacturer is Sensys; its address is set forth
in the Agreement.
S. COMPLIANCE WITH LAW AND EXPORT RESTRICTIONS You
represent and agree that you do not intend to and will not use, disseminate or transfer in any way
the SOFTWARE PRODUCT in violation of any applicable law, rule or regulation of the United
States, or any State of the United States or any foreign country of applicable jurisdiction.
Without limiting the foregoing, you agree that you will not export or re -export the SOFTWARE
PRODUCT to any country, person, entity or end user subject to U.S. export restrictions. You
specifically agree not to export or re -export the SOFTWARE PRODUCT: (i) to any country to
which the U.S. has embargoed or restricted the export of goods or services, which currently
Ex. B -2
include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria,
or to any national of any such country, wherever located, who intends to transmit or transport the
products back to such country; (ii) to any end -user who you know or have reason to know will
utilize the SOFTWARE PRODUCT or portion thereof in the design, development or production
of nuclear, chemical or biological weapons; or (iii) to any end -user who has been prohibited from
participating in U.S. export transactions by any federal agency of the U.S. government.
9. OTHER PROVISIONS Sections 2, 3, 6, 7 and 9 of the Agreement are
hereby incorporated by reference as if herein set forth in full.
Ex. E -3
EXHIBIT C
LEASE AGREEMENT FOR RED LIGHT CAMERA SYSTEMS
This Lease Agreement (the "Lease ") is part of an agreement (the "Agreement ") (to
which a copy of this Lease is attached as an Exhibit C) between the Municipality named in the
Agreement and Sensys America, Inc. The Parties hereto agree as follows:
1. LEASE Sensys hereby leases to Municipality and Municipality hereby
leases from Sensys, subject to the terms and conditions of this Lease, such items of System
equipment (together with all attachments, replacements, parts, additions, substitutions, repairs,
accessions and accessories incorporated therein and/or affixed thereto, the "Equipment ") that
Municipality obtains possession, custody or control of pursuant to the Agreement.
2. USE AND LOCATION The Equipment shall be used and operated by
Municipality only in connection with the operation of the System by qualified employees of
Municipality and in accordance with all applicable operating instructions, and applicable
governmental laws, rules and regulations. Municipality shall not part with control or possession
of the Equipment without Sensys's prior written consent.
3. CONDITION Sensys shall maintain the Equipment in good condition
and working order in accordance with Section 5.1 of Exhibit A. Municipality shall not damage
the Equipment or make any alterations, additions or improvements to the Equipment without
Sensys's prior written consent unless such alterations, additions or improvements do not impair
the commercial value or the originally intended function or use of the Equipment and are readily
removable without causing material damage to such Equipment so as to return the Equipment to
its original state, less ordinary wear and tear. Any alteration, addition or improvement not
removed prior to the return of the Equipment shall without further action become the property of
Sensys, provided, however, that any alterations, additions and improvements which would
reduce the value of the Equipment must be removed prior to the return of such Equipment.
4. RETURN Upon the expiration or earlier termination of the Agreement,
Municipality shall allow Sensys reasonable access to remove the Equipment at Sensys's expense.
5. OWNERSHIP, LIENS The Equipment is and shall at all times be the
property of Sensys. Municipality agrees to take all action necessary or reasonably requested by
Sensys to ensure that the Equipment shall be and remain personal property. Nothing in this
Lease, the Agreement or any Exhibit shall be construed as conveying to Municipality any
interest in the Equipment other than its interest as a lessee hereunder. If at any time during the
term hereof, Sensys wishes to place on the Equipment labels, plates or other markings
evidencing ownership, security or other interest therein, Municipality shall allow Sensys
reasonable access therefor and keep the same displayed on the Equipment.
6. NO MUNICIPALITY SUBLEASE; ASSIGNMENT MUNICIPALITY
SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OR OTHERWISE RELINQUISH
POSSESSION OR CONTROL OF ALL OR PART OF ITS RIGHTS OR OBLIGATIONS
UNDER THIS LEASE OR ENTER INTO ANY SUB -LEASE OF ALL OR ANY PART OF
THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF SENSYS.
Ex. C -1
7. INTENTIONALLY OMITTED
8. OTHER PROVISIONS Sections 2, 3, 6, 7 and 9 of the Agreement are
hereby incorporated by reference as if herein set forth in full.
Ex. C -2