Authorize agreement with RedSpeed for school zone speed enforcement cameras

008(4)(c), Florida Statutes mandates the GOVERNING BODY consider traffic data or other evidence supporting the installation and operation of the proposed school zone speed detection system (“SPE System”)), and that the GOVERNING BODY determine that the school zone where a speed detection system is to be installed constitutes a heightened safety risk that warrants additional enforcement measures such as the SPE System at issue in this Agreement. b. That

0776(3), Florida Statutes mandates installation of SPE Systems be in accordance with specifications established by the Florida Department of Transportation (FDOT). c. As of the date of execution of this Agreement, the GOVERNING BODY has not yet commenced a study of traffic data, nor gathered other evidence in support of the installation and operation of an SPE System. Furthermore, the FDOT has yet to establish specifications for the installation of Systems. d. Should traffic data or other evidence fail to support the installation of an SPE System, or FDOT specifications for an SPE System’s installation are, at the GOVERNING BODY’S sole discretion, found to be prohibitive to the SPE System’s installation, the GOVERNING BODY may terminate this Agreement, without penalty. Each Party to the Agreement shall bear their own costs (if any) should the Agreement be terminated pursuant to this section. 6. ASSIGNMENT: Neither party may assign all or any portion of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Provided, however, that GOVERNING BODY hereby acknowledges and agrees that delivery and performance of REDSPEED’s rights pursuant to this Agreement shall require a significant investment by REDSPEED, and that in order to finance such investment, REDSPEED may be required to enter into certain agreements or arrangements including, but not limited to, acknowledgments and/or consents with equipment lessors, banks, financial institutions or other similar persons or entities. GOVERNING BODY hereby agrees that REDSPEED shall have the right to assign, pledge, hypothecate or otherwise transfer its rights to the equipment but not the service provided under this Agreement, to any of the aforesaid financial institutions without GOVERNING BODY’s prior written approval. GOVERNING BODY further acknowledges and agrees that in the event that REDSPEED provides any such acknowledgment or consent to GOVERNING BODY for execution, and in the event that GOVERNING BODY fails to execute and deliver such pg. 5 of 17 acknowledgment or consent back to REDSPEED within ten (10) calendar days after its receipt of such request from REDSPEED to execute such acknowledgment or consent, GOVERNING BODY shall be deemed to have consented to and approved such acknowledgment or consent and REDSPEED is granted a limited power of attorney, coupled with an interest, to execute the acknowledgment and/or consent on behalf of GOVERNING BODY and deliver such document to its financial institution. 7. FEES AND PAYMENT: GOVERNING BODY shall pay for all equipment, services and maintenance based on the fee schedule indicated in Exhibit B, Schedule 1 (“Fees”). 8. COMMUNICATION OF INFORMATION: REDSPEED agrees that all information obtained by REDSPEED through operation of the SPE System shall be made available to the GOVERNING BODY at any time during REDSPEED’s normal working hours excluding trade secrets as defined by Florida law and other information that is confidential pursuant to Florida law or exempt from disclosure pursuant to Florida law and not reasonably necessary for the prosecution of citations or the fulfillment of GOVERNING BODY’s obligation under this Agreement. REDSPEED reserves the right to charge GOVERNING BODY for sizable information requests that will incur substantial resource allocation to compile. 9. CONFIDENTIAL INFORMATION: No information given by REDSPEED to GOVERNING BODY will be of a confidential nature, unless specifically designated in writing as proprietary and confidential by REDSPEED and either confidential pursuant to Florida law or exempt from disclosure pursuant to Florida law. Nothing in this paragraph shall be construed contrary to the terms and provisions of any Florida law governing public records or similar laws, insofar as they may be applicable. REDSPEED shall not use any information acquired by this program with respect to any violations or GOVERNING BODY’s law enforcement activities for any purpose other than the program encompassed by this Agreement. 10. OWNERSHIP OF SYSTEM: It is understood by GOVERNING BODY that the SPE System being installed by REDSPEED is, and shall remain, the sole property of REDSPEED, unless separately procured from REDSPEED through a lease or purchase transaction. The SPE Systems are provided to GOVERNING BODY only under the terms and for the term of this Agreement. 11. RECORDS AND AUDIT: REDSPEED shall maintain during the term of the Agreement all books of account, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this Agreement. Records shall be retained in accordance with Chapter 119, Florida Statutes, and the State of Florida General Records Schedule GS2 for pg. 6 of 17 Law Enforcement, pursuant to Rule 1B-24.003, Florida Administrative Code1. REDSPEED agrees to make available to GOVERNING BODY’s Internal Auditor, during normal business hours and in The Village of Pinecrest, Florida all books of account, reports and records relating to this Agreement for the duration of the Agreement and retain them for a minimum period of three (3) years beyond the last day of the Agreement term or such other period required by the Florida public records law and Florida public records retention schedules, whichever is longer. IF REDSPEED HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO REDSPEED’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE VILLAGE OF PINECREST POLICE DEPARTMENT, 11555 S DIXIE HWY, PINECREST, FL 33156; (305) 234.2100 . REDSPEED must comply with public records laws, specifically to: 1. Keep and maintain public records required by the GOVERNING BODY to perform the service. 2. Upon request from the GOVERNING BODY’s custodian of public records, provide the GOVERNING BODY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the GOVERNING BODY. 4. Upon completion of the contract, transfer, at no cost, to the GOVERNING BODY all public records in possession of REDSPEED, or keep and maintain public records required by the GOVERNING BODY to perform the service. If REDSPEED transfers all public records to the GOVERNING BODY upon completion of the contract, REDSPEED shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If REDSPEED keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the GOVERNING BODY, upon request from the GOVERNING BODY’s custodian of public records, in a format that is compatible with the information technology systems of the GOVERNING BODY. 12. INDEMNIFICATION AND INSURANCE: REDSPEED shall comply with all laws, ordinances and regulations governing the use of photo enforcement systems applicable to this Agreement and shall comply with the 1 https://dos.myflorida.com/library-archives/records-management/general-records-schedules/ pg. 7 of 17 maintenance procedures and manufacturer recommendations for operation of SPE System equipment which affect this Agreement, and shall indemnify and save harmless the GOVERNING BODY against claims arising from the violations of the maintenance procedures and manufacturer recommendations for operation of the equipment as a result of the negligence, recklessness, or willful or intentional misconduct of REDSPEED, its officers and directors, agents, attorneys, and employees, but excluding any employees or agents of GOVERNING BODY. REDSPEED agrees to protect, defend, indemnify, and hold harmless GOVERNING BODY and GOVERNING BODY’s officers, employees, and agents from and against any and all personal injuries, losses, penalties, damages, settlements, fines, claims, costs, charges for other expenses, or liabilities of every and any kind including any award of attorney fees and any award of costs in connection with or arising from any negligence by REDSPEED or any of REDSPEED’s officers, employees, agents, contractors, or subcontractors in performing the work agreed to or performed by REDSPEED under the terms of this Agreement. Without limiting the foregoing, any and all claims, suits or other actions relating to personal injury, death, damage to property, defects in materials or workmanship, violations of any decree of any court in connection with or arising from any negligence, intentional or reckless act or omission by REDSPEED shall be included in this indemnity. RedSpeed shall defend the GOVERNING BODY in the defense of legal challenges to the Program. Litigation counsel for the defense of any such challenges shall be chosen by The GOVERNING BODY. RedSpeed shall pay reasonable and customary fees and costs for the litigation. In the event a conflict between the GOVERNING BODY and RedSpeed arises and the Parties cannot waive such conflict, RedSpeed shall hire their own counsel, allowing the original counsel to continue to defend the GOVERNING BODY, and continue to pay for the reasonable and customary fees and costs for the GOVERNING BODY’S litigation defense. Should the Program be found unconstitutional by the Court of final jurisdiction, the parties shall each individually bear their proportion of damages as determined by the Court. REDSPEED shall maintain the following minimum scope and limits of insurance: a. Commercial General Liability Insurance including coverage for bodily injury, property damage, premises and operations, products/completed operations, personal and advertising injury, and contractual liability with a combined single limit of $1,000,000 per occurrence. Further, the policy shall be endorsed to provide “all risks” coverage. The policy shall contain a severability of interests provision. Coverage shall be provided on an “occurrence” basis as opposed to a “claims made” basis. Such insurance shall name GOVERNING BODY and GOVERNING BODY’s officers, employees, volunteers and elected officials as additional insured for liability arising from REDSPEED’s operation. b. Workers’ Compensation, as required by applicable state law, and Employers Liability Insurance with limits of not less than $500,000 each accident. pg. 8 of 17 REDSPEED shall always maintain Workers’ Compensation insurance coverage in the amounts required by law, but shall not be required to provide such coverage for any actual or statutory employee of GOVERNING BODY. c. Comprehensive Business Automobile Liability Insurance for all owned, non- owned and hired automobiles and other vehicles used by REDSPEED with a minimum $1,000,000 per occurrence combined single limit bodily injury and property damage. d. Umbrella/Excess Liability insurance with minimum combined single limits of One Million Dollars ($1,000,000) per occurrence and in the aggregate. Such policy shall provide the same coverage set forth in the Comprehensive General Liability insurance policy. Such insurance shall be endorsed to name the Village, and its elected officials, officers, employees and agents as additional insured parties. REDSPEED shall require any subcontractors doing work under this Agreement to provide and maintain the same insurance, which insurance shall also name GOVERNING BODY and GOVERNING BODY’s officers, employees and elected officials as additional insureds. Certificates showing REDSPEED is carrying the above-described insurance, and evidencing the additional insured status specified above, shall be furnished to GOVERNING BODY within thirty (30) calendar days after the date on which this Agreement is made. Such certificates shall show that GOVERNING BODY shall be notified at least thirty (30) days in advance of all cancellations of such insurance policies. REDSPEED shall forthwith obtain substitute insurance in the event of a cancellation. Inasmuch as GOVERNING BODY is a body politic and corporate, the laws from which GOVERNING BODY derives its powers, insofar as the same law regulates the objects for which, or manner in which, or the concerns under which, GOVERNING BODY may enter into this Agreement, shall be controlling and shall be incorporated by reference into this Agreement. GOVERNING BODY shall be responsible for vehicle insurance coverage on any vehicles driven by GOVERNING BODY employees. Coverage will include liability and collision damage. REDSPEED will require all its subcontractors to provide the aforementioned coverage as well as any other coverage that REDSPEED may consider necessary, and any deficiency in the coverage or policy limits of said subcontractors shall be the sole responsibility of REDSPEED. Insurance shall be procured and maintained with insurers with an A- or better rating as determined by Best’s Key Rating Guide. All insurance shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by REDSPEED. No policy of insurance shall contain any exclusion for bodily injury or property damage arising from completed operations. pg. 9 of 17 Every policy of insurance shall provide that the Village will receive notice no less than thirty (30) calendar days prior to any cancellation, termination, or a material change in such policy. Proof of required insurance shall be maintained in all equipment and motor vehicles insured in accordance with the provisions of this Agreement. REDSPEED will ensure that any and all policies of insurance procured hereunder shall provide for a waiver of subrogation against the Village, and REDSPEED waives any claim against the Village arising in contract or tort which is covered by its insurance hereunder. REDSPEED’S failure to obtain and continuously maintain policies of insurance in accordance with this Section and its subsections shall not limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of REDSPEED arising from performance or non-performance of this Agreement. Failure on the part of REDSPEED to obtain and to continuously maintain policies providing the required coverage, conditions, restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which the Village may immediately terminate this Agreement without advance notice. 13. STATE LAW TO APPLY: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The parties waive the privilege of venue and agree that all litigation between them in the state courts shall take place in Miami-Dade County, Florida and that all litigation between them in the federal courts shall take place in the Southern District of Florida, United States District Court. Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental or sovereign immunity that may be available by law to the Village, its elected officials, officers, employees, contractors, or agents, or any other person acting on behalf of the Village and, in particular, governmental or sovereign immunity afforded or available pursuant to Florida Statutes. 14. DISPUTE RESOLUTION: All disputes arising out of or in connection with the Agreement shall be attempted to be settled through good-faith efforts between senior management of both Parties. Following thirty (30) days of unsuccessful negotiation, a dispute may be submitted to professionally- assisted mediation. Before a demand for mediation may be filed by either Party, the management of both Parties shall have met at least two times in face-to-face meetings in an effort to resolve any dispute or controversy through normal business management practices. Any mediator so designated must be acceptable to each Party. The mediation will be conducted as specified by the mediator and agreed upon by the Parties. The Parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The mediation will be treated as a settlement discussion and therefore will be confidential. The mediator may not testify for either Party in any later proceeding relating to the dispute. Each Party will bear its own pg. 10 of 17 costs in the mediation. The fees and expenses of the mediator will be shared equally by the Parties. Failing resolution through negotiation or mediation, any remaining dispute shall be submitted to binding arbitration in accordance with the Arbitration Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association (“AAA Rules”) before a single arbitrator. The place of arbitration will be mutually agreed upon within fourteen (14) days of a decision to seek arbitration. Limited discovery will be permitted in connection with the arbitration upon agreement of the Parties and only upon a showing of substantial need by the Party seeking discovery. The arbitrator will have no power to award damages inconsistent with the Agreement; or punitive damages or any other damages not measured by the prevailing Party’s actual damages, and the Parties expressly waive their right to obtain such damages in arbitration or in any other proceeding. All aspects of the arbitration will be confidential. Neither the Parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. 15. AMENDMENTS TO THE AGREEMENT: GOVERNING BODY may from time to time consider it in its best interest to change, modify or extend term, conditions or covenants of this Agreement or require changes in the scope of the Services to be performed by REDSPEED, or request REDSPEED to perform additional services regardless of and without invalidating the process that was used to procure the services enumerated under this Agreement. Any such change, addition, deletion, extension or modification, including any increase or decrease in the amount of REDSPEED’s compensation, which are mutually agreed upon by and between GOVERNING BODY and REDSPEED, shall be incorporated in written amendments (herein called “Amendments”) to this Agreement that are duly executed by both parties. Such Amendments shall not invalidate the procurement process or this Agreement nor relieve or release REDSPEED or GOVERNING BODY of any of its obligations under this Agreement unless stated therein. 16. EFFECT OF AMENDMENT(S) ON AGREEMENT: Except as expressly amended or modified by the terms of an Amendment, all terms of the Agreement shall remain in full force and effect. Unless a different meaning is specified in an Amendment, all capitalized terms used herein shall have the meaning described in the Agreement. In the event of a conflict between the terms of the Amendment and this Agreement, the Amendment shall prevail and control. 17. LEGAL CONSTRUCTION AND REQUIREMENTS: In case any one or more of the provisions contained in this Agreement shall for any reason, by a court of competent jurisdiction, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein. pg. 11 of 17 The parties further agree that should any provision of this Agreement require interpretation or construction, the court, administrative body or other entity interpreting or construing this Agreement shall not apply a presumption that the provisions hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agents prepared same, it being agreed that all parties and/or their respective attorneys and agents have been fully afforded the opportunity to review all provisions of this Agreement. 18. NO AGENCY: Except as specifically provided otherwise herein, REDSPEED is an independent contractor under this Agreement and acts an agent of GOVERNING BODY. Personal services shall be provided by employees of REDSPEED who shall be subject to supervision by REDSPEED, and not as officers, employees or agents of the GOVERNING BODY. Personnel policies, tax responsibilities, social security, health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of REDSPEED. 19. FORCE MAJEURE: GOVERNING BODY and REDSPEED will be excused from the performance of their respective obligations under this Agreement when and to the extent that their performance is delayed or prevented by any circumstances beyond their control including, fire, flood, explosion, strikes or other labor disputes, act of God or public emergency, war, rioting, malicious damage, act or omission of any governmental authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed for their performance provided that: • the non-performing party gives the other party prompt written notice describing the particulars of the Force Majeure including, but not limited to, the nature of the occurrence and its expected duration, and continues to furnish timely reports with respect thereto during the period of the Force Majeure; the excuse of performance is of no greater scope and no longer duration than is required by the Force Majeure; • no obligations of either party that arose before the Force Majeure causing the excuse of performance are excused as a result of the Force Majeure; and, • the non-performing party uses its best efforts to remedy its inability to perform. Notwithstanding the above, performance shall not be excused under this Section for a period in excess of two (2) months, provided that in extenuating circumstances, GOVERNING BODY may excuse performance for a longer term. Economic hardship of REDSPEED will not constitute Force Majeure. The term of the Agreement shall be extended by a period equal to that during which either party’s performance is suspended under this Section. 20. PERMITS, FEES, AND LICENSES: pg. 12 of 17 REDSPEED shall, at its own expense, obtain all necessary permits and pay all licenses and fees required to comply with all local ordinances, state and federal laws, rules and regulations applicable to business to be carried out under this Agreement. 21. NON-DISCRIMINATION: There shall be no discrimination as to race, sex, color, creed, age, sexual orientation, disability, marital status, or national origin in the operations conducted under this Agreement. 22. SUBCONTRACTORS: REDSPEED must be capable of performing all the services contained within this Agreement. If REDSPEED uses a subcontractor in the performance of these services, REDSPEED shall submit complete information on any/all proposed subcontractors. The same qualifications requirements, and all other terms and conditions of the Agreement shall also apply to the subcontractor. GOVERNING BODY reserves the right to approve or disapprove of any subcontractor proposed. REDSPEED shall ensure that all of REDSPEED’s subcontractors perform in accordance with the terms and conditions of this Agreement. REDSPEED shall be fully responsible for all of REDSPEED’s subcontractors’ performance, and liable for any of REDSPEED’s subcontractors’ non-performance and all of REDSPEED’s subcontractors’ negligent, intentional or reckless acts and omissions. REDSPEED shall defend, counsel being subject to GOVERNING BODY’s approval or disapproval, and indemnify and hold harmless GOVERNING BODY and GOVERNING BODY’s officers, employees, and agents from and against any claim, lawsuit, third party action, settlement, or judgment, including any award of attorney fees and any award of costs, by or in favor of any of REDSPEED’s subcontractors for payment for work performed for GOVERNING BODY by any of such subcontractors, and from and against any claim, lawsuit, third party action, settlement, or judgment, including any award of attorney fees and any award of costs, occasioned by or arising out of any negligent, intentional or reckless act or omission by any of REDSPEED’s subcontractors. 23. E-VERIFY Pursuant to

095(5) (2023), REDSPEED shall, prior to execution of this Agreement, register with the E-Verify system. REDSPEED shall use it to verify the work authorization status of all its new employees, or any subcontractors employed in furtherance of this Agreement. Furthermore, REDSPEED agrees to require from any subcontractors, an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. REDSPEED shall execute an E-Verify affidavit attesting to its compliance with this section. The affidavit shall be attached and incorporated into the Agreement. pg. 13 of 17 24. ENTIRE AGREEMENT: The provisions of this Agreement, including the recitals, comprise all of the terms, conditions, agreements, and representations of the parties with respect to the subject matter hereof. All representations and promises made by any party to another, whether in writing or orally, concerning the subject matter of this Agreement, are merged into this Amendment. Except as amended by an Amendment, the terms of the Agreement shall continue in full force and effect. 25. NOTICES: Any notice or demand which under the terms of this Agreement or under any statute must or may be given or made by REDSPEED or GOVERNING BODY shall be in writing and shall be given or made by personal service, first class mail, overnight delivery, or by certified or registered mail to the parties at the following respective addresses: The Village of Pinecrest 12645 Pinecrest Pkwy, Pinecrest, FL 33156 Attn: Village Manager RedSpeed Florida, LLC 400 Eisenhower Lane North Lombard, Illinois 60148 Attn: Robert Liberman, Manager 25. EXCLUSIVITY: GOVERNING BODY agrees that upon execution of this Agreement, GOVERNING BODY may not utilize another vendor, other than REDSPEED, for the same or similar services as contemplated herein, within the jurisdiction of the GOVERNING BODY without prior written consent from REDSPEED. IN WITNESS THEREOF, the parties have duly executed this Agreement on the day and year first written above. Village of Pinecrest, Florida RedSpeed Florida, LLC By:____________________,____/___/__ By:____________________,____/___/__ Name Robert Liberman Title Manager Attest:____________________,____/___/______ __________ Village Clerk / Authorized Attestor pg. 14 of 17 Exhibit A SECTION 1. REDSPEED SCOPE OF WORK 1. REDSPEED agrees to provide a turnkey solution for SPE Systems to GOVERNING BODY wherein all reasonably necessary elements required to implement and operate the solution are the responsibility of REDSPEED, except for those items identified in Section 2 titled “GOVERNING BODY Scope of Work”. REDSPEED and GOVERNING BODY understand and agree that new or previously unforeseen requirements may, from time to time, be identified and that the parties shall negotiate in good faith to assign to the proper party the responsibility and cost for such items. In general, if work is to be performed by GOVERNING BODY, unless otherwise specified, GOVERNING BODY shall not charge REDSPEED for the cost. All other in-scope work, external to GOVERNING BODY, is the responsibility of REDSPEED. 2. REDSPEED agrees to make every effort to adhere to the Project Time Line agreed upon between the parties and based on the Best and Final Offer. 3. REDSPEED will install SPE Systems at several intersections, school zone areas or grade crossing approaches to be agreed upon between REDSPEED and GOVERNING BODY after completion of site analyses. In addition to any initial locations, the parties may agree from time to time to add to the quantities and locations where SPE Systems are installed and maintained. 4. REDSPEED will operate each SPE System on a 24-hour basis, barring downtime for maintenance and normal servicing activities. 5. REDSPEED agrees to provide a secure website (www.SpeedViolations.com) accessible to recipients who have received Notices of Violation by means of a Notice #, which will allow violation image and video viewing. 6. REDSPEED shall provide technician site visits to each SPE System once per month to perform preventive maintenance checks consisting of: camera enclosure lens cleaning, camera, strobe, and controller enclosure cleaning, inspection of exposed wires, and general system inspection and maintenance. 7. REDSPEED shall use best efforts to endeavor to repair a non-functional SPE System within forty-eight (48) business hours of determination of a malfunction. 8. REDSPEED shall use best efforts to endeavor to repair the SPE System within one (1) business day from the time of the outage. Outages of GOVERNING BODY internet connections or infrastructure are excluded from this service level. 9. REDSPEED will establish a demand deposit account bearing the title, “RedSpeed Florida LLC as agent for Village of Pinecrest” at CIBC Bank. All funds collected on behalf of GOVERNING BODY, excluding REDSPEED’s monthly fees and any fees associated with electronic processing of violations, will be deposited in this account and transferred by wire pg. 15 of 17 on or about the 15th calendar day of the month to GOVERNING BODY’s primary deposit bank. GOVERNING BODY will identify the account to receive funds wired from First Midwest Bank. GOVERNING BODY shall sign a W-9 and blocked account agreement, to be completed by GOVERNING BODY, to ensure GOVERNING BODY’s financial interest in said bank account is preserved. 10. REDSPEED will design, fabricate, install, obtain permits, and maintain one speed warning sign for each monitored approach. 11. REDSPEED or subcontractors will be responsible for any costs associated with building, construction, electrical, street use, and/or pole attachment permits. 12. REDSPEED shall assign a project manager who will be the liaison between GOVERNING BODY and REDSPEED and will be responsible for project activities such as development of a project plan and tracking of deliverables. GOVERNING BODY shall reserve the right to request a new project manager. 13. REDSPEED shall provide GOVERNING BODY with RedCheck, an automated web- based citation processing system that includes image processing, color printing and mailing of a Notice of Violation per chargeable event. Each Notice of Violation shall be delivered by first class mail to the Motor Vehicle Owner within the statutory period. Mailings to Motor Vehicle Owners responding to Notices of Violation identifying drivers in affidavits of non-liability or by rental car companies are also included. 14. REDSPEED shall provide the Certified Law Enforcement Officer with access to RedCheck, for the purposes of reviewing Violations Data within five (5) days of the gathering of the Registered Vehicle Owner Information. 15. The decision to issue Notice of Violation shall be the sole, unilateral and exclusive decision of the Certified Law Enforcement Officer consistent with State Law. 16. RedCheck shall apply an electronic signature to a Notice of Violation when authorized to do so by an approving Certified Law Enforcement Officer. 17. REDSPEED shall obtain in-state vehicle registration information necessary to issue citations if it is named as GOVERNING BODY’s agent. 18. REDSPEED shall seek records from out-of-state vehicle registration databases and apply records found by RedCheck to issue citations for GOVERNING BODY. 19. If GOVERNING BODY is unable to or does not desire to integrate REDSPEED data into its adjudication system, REDSPEED shall provide an on-line adjudication processing module, which will enable the adjudication function to review cases, related images, correspondence, and other related information required to adjudicate the disputed Notice of Violation. 20. REDSPEED shall provide to GOVERNING BODY access to RedCheck system, which provides GOVERNING BODY with ability to run and print all standard system reports. pg. 16 of 17 21. If required by GOVERNING BODY, REDSPEED shall, at REDSPEED’s expense, provide and train GOVERNING BODY with a local expert witness able to testify in administrative proceedings and in court on matters relating to the accuracy, technical operations, and effectiveness of the SPE System until judicial notice is taken. 22. In those instances where damage to an SPE System is caused by negligence on the part of GOVERNING BODY or its authorized agent(s), REDSPEED will provide GOVERNING BODY an estimate of the cost of repair. Upon authorization to proceed with the repairs or replacement, REDSPEED shall replace or repair any damaged equipment and invoice for the pre-approved repair cost. REDSPEED shall bear the cost to replace or repair equipment damaged in all other circumstances. 23. REDSPEED shall provide a toll-free, GOVERNING BODY-specific help line to help GOVERNING BODY resolve any problems encountered regarding its SPE System and/or citation processing. The help line shall function during normal business hours. Call Center hours for violators is Monday-Friday 9:00 AM to 5 PM EST. 24. REDSPEED shall provide Motor Vehicle Owners with the ability to view Recorded Images of Violations involving their motor vehicles online. This online viewing system shall include a link to the REDSPEED payment website(s). 25. REDSPEED is authorized to charge, collect and retain fees associated with the electronic processing. Such fees shall not exceed $25.00 per violation. Such fee is paid by the violator. GOVERNING BODY will not receive any of said fees. GOVERNING BODY assumes no liability, responsibility, or control for said fee sought by REDSPEED. 26. REDSPEED shall provide GOVERNING BODY with a warning period consistent with State law. pg. 17 of 17 SECTION 2. GOVERNING BODY’S SCOPE OF WORK 26. Within seven (7) business days of execution of the Agreement, GOVERNING BODY shall provide REDSPEED with the name and contact information for a project manager with authority to coordinate GOVERNING BODY responsibilities under the Agreement. 27. Within seven (7) business days of the Agreement, GOVERNING BODY shall provide REDSPEED with the name and contact information for an Appeals Coordinator or staff responsible for oversight of all related program requirements. 28. Within seven (7) business days of execution of the Agreement, GOVERNING BODY shall provide REDSPEED with the name(s), contact information, and electronic signature(s) of all Certified Peace Officers authorized by GOVERNING BODY’s police department to approve and issue Notices of Violation. 29. GOVERNING BODY shall establish a method by which a Motor Vehicle Owner who has received a Notice of Violation may review the images and video evidencing the Violation at www.SpeedViolation.com free of charge. This may be at a publicly available terminal at GOVERNING BODY’s facility or by appointment with the Police Department. 30. REDSPEED will relocate an SPE System at no cost to a new enforcement location once it has been mutually agreed upon between REDSPEED and GOVERNING BODY. 31. GOVERNING BODY shall endeavor to approve or reject REDSPEED submitted plans within seven (7) business days of receipt. REDSPEED and GOVERNING BODY will endeavor to approve the plans in a timely manner. 32. GOVERNING BODY will endeavor to issue all needed permits to REDSPEED and its subcontractors in an expedited fashion for plan approval. 33. If use of private property right of way is needed, GOVERNING BODY shall assist REDSPEED in acquiring permission to build in existing utility easements as necessary. Any additional cost for private property right of way lease/rental costs shall be borne by REDSPEED. REDSPEED reserves the right to not install on private property if the costs are unreasonable. 34. GOVERNING BODY may allow REDSPEED to build needed infrastructure in existing GOVERNING BODY owned easement as necessary and only after required permits have been approved. 35. GOVERNING BODY’s Certified Law Enforcement Officer(s) shall process each potential violation in accordance with State Law and/or GOVERNING BODY’s Ordinances within five (5) days (excluding Saturday, Sunday and GOVERNING BODY observed holidays) of its appearance in the Law Enforcement Review Queue, using RedCheck to determine which Violations will be issued as Notices of Violation. pg. 18 of 17 36. Police Department workstation computer monitors for citation review and approval should provide a minimum resolution of 1280 x 1024. 37. Police Department shall provide signatures of all authorized police users who will review events and approve citations on forms provided by REDSPEED. 38. GOVERNING BODY shall handle inbound and outbound phone calls and correspondence from defendants who have questions about disputes, and other issues relating to citation adjudication. GOVERNING BODY may refer citizens with questions regarding REDSPEED or SPE System technology and processes to websites and/or toll-free telephone numbers provided by REDSPEED for that purpose. 39. If remote access to a REDSPEED SPE System is blocked by GOVERNING BODY’s network security infrastructure, GOVERNING BODY’s Technology Consultant shall coordinate with REDSPEED to facilitate appropriate communications while maintaining required security measures. pg. 19 of 17 Exhibit B SCHEDULE 1 SERVICE FEE SCHEDULE GOVERNING BODY agrees to pay REDSPEED the Fee(s) as itemized below: 1. Description of Pricing Fee includes all costs required and associated with SPE system installation, ALPR Module, maintenance and ongoing field and back-office operations. Includes camera equipment, installation, maintenance, violation processing services, DMV records access, regular mailing of required documents, lockbox and credit card processing services, call center support for general program questions, public awareness program support, and access to web-based SPE System for Certified Officer review: 35% service fee for each paid violation. The Village shall reimburse the costs of Certified Mail of NOV’s converted to Uniform Traffic Citations, for actual costs not to exceed $4.00 per mailing. The Village’s costs shall be deducted from its share of the funds received from the citations, per month.