HomeMy Public PortalAboutSenys America(Red Light Camera) (112)Doc
City of Crestview
City Clerk Coversheet
II NO P. II 11
Contracts
Year
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2018
5/3/2019
SENSYS AMERICA, INC
City of Crestview
ATTN City Clerk
198 Noth Wilson Street
Crestview, Florida 32536
RE: Red Light Contract
Carlos E. Lofstedt
President & CEO
8018 Sunport Drive, Suite 203
Orlando - FL 32809
Mobile: 305-812-2257
Toll Free 888-666-4218
Fax 888-666-4024
E-mail: clofstedt@sensysamerica.net
March 27, 2018
I want to start by thank you for the trust you have placed in our company. We look forward to service
the City in the coming years. I attached the executed copy of the contract. I know there was a mistake
on the signature page, which I corrected. For your convenience, I also attached two clean signature page
copies if you would prefer to sign that copy instead. Should you require any assistance, please don't
hesitate to contact me directly.
Sincerely yours,
Carlos Lofstedt
President and CEO
SENSYS America, Inc.
8018 Sunport Drive, Suite 203 - Orlando, FL 32809
Telephone: 888-666-4218 Facsimile: 888-666-4024 : info crsenssamerica.net www.senssamericaa.net
AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of the 0 day of
ma fGh- , 2018, (the "Effective Date") by and between SENSYS AMERICA, INC., a
Delaware corporation that is authorized to transact business in the State of Florida,
(hereinafter "Sensys"), whose principal address is 8018 Sunport Dr, Suite 203, Orlando,
FL 32809, and the CITY OF CRESTVIEW, a Florida municipal corporation,
(hereinafter "City") whose principal address is 198 North Wilson Street Crestview,
Florida 32536. Both parties may collectively be referred to herein as the "Parties" or
individually referred to as a "Party." For and in consideration of the premises and other
good and valuable considerations, the receipt, exchange, and sufficiency of which are
hereby acknowledged by each Party, the Parties do hereby agree as follows:
SECTION 1: SERVICES TO BE PROVIDED BY SENSYS.
1.1 Traffic Infraction Detectors. Sensys shall furnish, install, operate, and
maintain up to forty (40) automated "Traffic Infraction Detectors", and upon written
request of the City, such additional Traffic Infraction Detectors at such other locations
upon which the Parties may mutually agree. For purposes hereof, a "Traffic Infraction
Detector" shall mean a system or series of integrated equipment, including a vehicle
sensor installed to work in conjunction with a traffic control signal and cameras,
synchronized to automatically record two or more sequenced electronic images and
streaming video of the rear of a motor vehicle demonstrating that the vehicle failed to
stop behind the stop bar or clearly marked stop line when facing a traffic control signal
steady red light. Each Traffic Infraction Detector operated by Sensys shall at all times
perform and function and be operated in a manner that is reasonably satisfactory to the
City. Further, each such Traffic Infraction Detector shall at all times and in all respects
meet or exceed all legal requirements and shall be located in such positions as the City
shall approve. Sensys shall furnish all labor, materials, equipment, systems, and the like
necessary to fully and properly operate the Traffic Infraction Detectors. Sensys shall
furnish all maintenance and, if needed, repair and replacement, related to the installation
and ongoing operation of the Traffic Infraction Detectors.
1.2 Specifications. Each Traffic Infraction Detector must comply with all
requirements of applicable law. Sensys shall arrange and cause the design of each Traffic
Infraction Detector and corresponding system to be reviewed and approved by the Florida
Department of Transportation. Any Traffic Infraction Detector utilized by Sensys
pursuant hereto must meet specifications established by the Florida Department of
Transportation, and must be tested at regular intervals according to specifications
prescribed by the Florida Department of Transportation. Any Traffic Infraction Detector
utilized by Sensys shall be placed and installed in accordance with specifications
developed by the Florida Department of Transportation. Sensys, at its own expense, shall
be solely responsible for obtaining all permissions, approvals, access, rights, etc., to
operate, install, maintain, repair, replace, etc., the Traffic Infraction Detectors
contemplated herein; provided, however, that permissions, approvals, access, rights, etc.,
if any, required by the City shall not require Sensys to pay any fee to the City. Included
within Sensys' aforesaid responsibilities is the obligation to obtain approvals from
property owners for the placement, installation, operation, maintenance, repair,
replacement, etc., of the Traffic Infraction Detectors contemplated herein; and furnishing
and paying the expenses associated with any power source needed for the operation of a
Traffic Infraction Detector.
1.3 Maintenance and Repairs. Sensys shall be responsible for all maintenance,
repair, and replacement of any equipment, software, products, systems, or services, etc.,
furnished pursuant to this Agreement. All costs associated with such repair, replacement,
and maintenance shall be the sole responsibility of Sensys unless the damage was caused
by City employees, contractors or agents acting on behalf of the City outside the direction
or instruction of Sensys, in which case, the City shall bear the cost of such repair,
replacement or maintenance. In the event of malfunction of any of the equipment,
software, products, systems, or services, etc., (including the Traffic Infraction Detectors),
it shall be the responsibility of Sensys to promptly repair, replace, correct, remedy, and/or
install the same, all with the understanding that time is of the essence with respect to
Sensys' performance of its obligations hereunder. Such efforts shall be undertaken as
soon as reasonably possible upon adequate notification of a malfunction.
1.4 Public Access. Sensys, as Contractor, shall comply with the requirements of
Florida's Public Records law. In accordance with Section 119.0701, Florida Statutes,
Contractor shall:
1.4.1 Keep and maintain public records required by the public agency to
perform the service.
1.4.2 Upon request from the public agency's custodian of public records,
provide the public agency 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 under Florida's Public Records Law or
as otherwise provided by law.
1.4.3 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 this contract if Contractor does not transfer the
records to the public agency.
1.4.4 Upon completion of the contract, transfer, at no cost, to the public
agency all public records in possession of Contractor or keep and maintain
public records required by the public agency to perform the service. If the
Contractor transfers all public records to the public agency upon
completion of the contract, the Contractor shall destroy any duplicate
public records that are exempt or confidential and exempt from public
records disclosure requirements. If the Contractor keeps and maintains
public records upon completion of this contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from
public agency's custodian of public records, in a format that is compatible
with the information technology systems of the public agency.
1.4.5 If Contractor has questions regarding the application
of Chapter 119, Florida Statutes, to Contractor's duty to
provide public records relating to this Contract, Contractor
shall contact the Custodian of Public Records at:
City Clerk, City of Crestview 198 North Wilson
Street
P.O. Box 1209 Crestview, Florida 32536
(850) 682-1560 Extension 250
cityclerk(&sityofcrestview.org
1.4.6 In the event the public agency must initiate litigation against
Contractor in order to enforce compliance with Chapter 119, Florida
Statutes, or in the event of litigation filed against the public agency
because Contractor failed to provide access to public records responsive to
a public record request, the public agency shall be entitled to recover all
costs, including but not limited to reasonable attorneys' fees, costs of suit,
witness fees, and expert witness fees expended as part of said litigation
and any subsequent appeals.
1.5 Back -Office Software. Sensys shall provide such Back -Office Software
hereinafter the "Back -Office Software") that at all times will perform, operate and
function in a manner that is reasonably satisfactory to the City for purposes of processing
notifications and citations, and performing all "Back -Office services" as are appropriate
for the efficient processing, tracking, and enforcement of red light violations (i.e.
violations of Fla. Stat. §316.075(1)(c)) detected through the use of a Traffic Infraction
Detector. Furthermore, the Back -Office Software shall at all times meet or exceed all
applicable legal requirements. For purposes hereof, "back -office services" shall include,
but not be limited to, preparation, processing and mailing of notifications and citations,;
tracking notifications and citations and payment status; preparation, processing and
mailing of second or reminder notices; preparation, processing and electronic
transmission of citations to the court system; monthly reporting of relevant statistics and
information; and such other related services and functions as reasonably needed for the
efficient processing, tracking and enforcement of red light violations. Sensys shall be
responsible for obtaining and securing on behalf of the City all licenses, rights, approvals,
permissions, etc., for the City to lawfully and fully utilize the Back -Office Software. In
the event that the Back -Office Software furnished by Sensys fails to properly operate or
function, Sensys shall be responsible, at its sole expense, to promptly repair, correct,
remedy, replace, or otherwise resolve such deficiencies or malfunctions. The Back -Office
Software to be furnished by Sensys pursuant to the terms hereof must be able to perform
or facilitate all back -office services. Sensys shall be responsible for programming and
integrating the Back -Office Software with hardware devices of the City or those
furnished by Sensys that will be utilized to perform the back -office services. Although the
City will cooperate with Sensys in connection with such programming and integration of
the Back -Office Software, it shall not be the City's responsibility to assure or maintain
proper functioning of the Back -Office Software. On the condition that the City first
approves the terms of the instructions and specifications for the Back -Office Software
(such approvals not to be unreasonably withheld or delayed by the City), the City shall
operate the Back -Office Software in accordance with Sensys provided instructions and
specifications.
1.6 Training and Expert Witness Testimony. Within three (3) days after the date
that Sensys has completed (i) installation of the Traffic Infraction Detectors contemplated
herein, and (ii) installation and integration of the Back -Office Software such that such
equipment, systems, and software are fully operational, functioning, performing, and
operating as contemplated herein, (such date hereinafter referred to as the
"Commencement Date") Sensys shall provide up to eight (8) hours of training for such
number of persons at the Crestview Police Department and other City departments
(including court, accounting, information technology and public relations personnel) to
acquaint and train City personnel with proper operation of the detection and processing
systems contemplated herein. The training shall consist of instructional and operational
training, as well as hands-on equipment exercises with an instructor. All training,
materials, and documentation shall be provided by Sensys at Sensys' sole expense. In
recognition that the City may experience turn -over of personnel involved with the efforts
contemplated herein, Sensys agrees that for every two (2) year period during which this
contract (including any extensions or renewals hereof) is in effect to provide the same
training services as contemplated above to City personnel at Sensys' sole expense and
without charge to the City. Sensys, at its sole expense, shall provide such expert witness
testimony as may reasonably be needed regarding the accuracy and technical operation of
the Traffic Infraction Detectors. Such expert witness testimony shall be furnished in
connection with (i) legal proceedings for enforcement of red light violations (e.g., traffic
court hearings), and (ii) any action or effort, including those undertaken or initiated by
administrative or regulatory agencies, challenging, questioning, etc., the operation or
sufficiency of the Traffic Infraction Detectors and/or compliance with applicable laws
and regulations pertaining thereto. In addition, upon request by the City, Sensys shall
conduct, at its sole cost and expense, a one -day workshop/orientation session for judges,
hearing officers, court personnel, prosecutors, Florida Department of Transportation
personnel, and others involved in the efforts to regulate, detect, process, and/or enforce
red light violations.
1.7 Traffic Monitoring. Sensys shall provide video monitoring of the intersection
by providing access to the Hawk -Center to view one (1) minute pictures from the
systems, and if needed, download high -resolution videos for criminal investigations. The
Traffic Monitoring supplied by Sensys will be capable of storing at least fifteen (15) days
of video.
SECTION 2: TERM, RENEWAL, AND TERMINATION.
2.1 Additional Terms; Renewals. The initial term of this Agreement shall be for a
period of five (5) years commencing on the Effective Date. The terms of this Agreement
shall be automatically extended for an additional term of five (5) years unless either
Parry, at least thirty (30) days before expiration of the term of this Agreement then in
effect, provides written notice to the other that $aid Party will not renew or extend this
Agreement.
2.2 Termination. Subject to the provisions of subsection 2.3, below, either Party
may in its sole discretion terminate this Agreement, without further liability to the other
Party, upon providing at least thirty (30) days advance written notice of termination to the
other Party.
2.3 Recovery of Installation Costs. The City acknowledges that in commencing to
perform its obligations hereunder Sensys will make a substantial investment in the
installation of the Traffic Infraction Devices, furnishing of the Back -Office Software, and
otherwise preparing to perform its obligations hereunder. The City further agrees and
acknowledges that, subject to the "revenue neutrality" clause contemplated in subsection
3.2, below, Sensys should be able to recover a portion of such costs in the event that the
City terminates this Agreement within one (1) year of the Commencement Date.
Accordingly, subject to the terms and limitations set forth in Section 3.2, below, in the
event that the City terminates this Agreement within one (1) year of the Commencement
Date, the City shall pay to Sensys an "Installation Fee" in an amount equal to $35,000.00
multiplied by a fraction, (a) the numerator of which will be the number of full calendar
months between (i) the date that this Agreement terminates and (ii) the date that is one (1)
year after the Commencement Date, and (b) the denominator of which will be twelve
(12). The foregoing provisions of this paragraph notwithstanding, in the event that the
City terminates this Agreement "for cause," the City shall not be required to make any
payment/reimbursement for Installation Costs contemplated in this Section 3.2 to Sensys.
For purposes hereof, the City may terminate this Agreement "for cause" if Sensys
defaults in the performance of any material obligation contemplated herein or otherwise
breaches the terms of this Agreement, and such default or breach continues for more than
thirty (30) days after notice thereof.
SECTION 3: COMPENSATION.
3.1 Monthly Fees. For each full calendar month subsequent to the
Commencement Date while this Agreement is in effect, the City shall pay to Sensys, in
arrears (i.e., after Sensys has provided and performed the services): (a) for the services
contemplated in subsections 1.1 through 1.3, above, the sum of $3,000 for each installed
and operating Traffic Infraction Detector installed by Sensys by mutual agreement of the
Parties, (b) $250 per installed and operating Traffic Infraction Detector for the Back -
Office Software and associated back -office services as contemplated in subsection 1.5,
above, (c) $100.00 per installed and operating Traffic Infraction Detector where a video
monitoring camera is also installed for the traffic monitoring services contemplated in
Section 1.7, above, and (d) $500 for the hosting of the Back Office Software including all
necessary back up and review site. With respect to clauses (b), (c) and (d), the City may
terminate the use of the Back Office Software or any or all such traffic monitoring
services at any time without penalty or cost and, upon such termination, shall not
thereafter be obligated to pay any fees or charges associated therewith. The foregoing
charges shall be prorated, as appropriate, for any partial calendar month subsequent to the
Commencement Date during the term this Agreement is in effect.
In the event that Sensys is unable to perform and/or provide certain services
contemplated herein, then the fees contemplated in this Section 3.1 shall be adjusted or
offset, as appropriate, as follows:
3.1.1 Traffic Infraction Detector Failure.
If a Traffic Infraction Detector fails to perform or function as
contemplated in this Agreement for a period of two (2) or more days in
any month, then the fee chargeable with respect to such Traffic Infraction
Detector shall be the fee established by Section 3.1(a) _multiplied by a
fraction, the numerator of which shall be the number of frill days of
operation during the month and the denominator of which shall be the
number of days in such month.
3.1.2 Back -Office Software Failure.
If the Back -Office Software fails to operate, perform or function as
contemplated in this Agreement and the failure is not the result of the
City's failure to operate the Back -Office Software in accordance with the
terms of this Agreement for any time during any month,
(a) and such failure results in the City's failure to issue citations for
violations occurring in that month, then the fee chargeable with respect to
such Back -Office Software shall be the fee established by Section 3.1(b)
multiplied by a fraction, the numerator of which shall be the number of
citations issued for violations occurring in that month and the denominator
of which shall be the total number of violations that could have been
issued for such month but for the failure of the Back -Office Software; and
(b) in addition, the City shall be entitled to setoff against any fees
otherwise payable to Sensys in an amount equal to such costs and
expenses incurred by the City (including labor and personnel expenses)
that would not have been incurred by the City but for the failure of the
Back -Office Software to operate, perfomland/or function as contemplated
in this Agreement; provided, however, the City shall not be entitled to a
setoff as contemplated in this subparagraph (i) to the extent that it is
demonstrated that such expenses were incurred as a result of the failure of
any of the hardware or equipment purchased by the City for purposes of
providing the back -office services (e.g. server malfunction, printer failure,
inoperative communications lines, etc.) but such failure of hardware or
equipment shall not include any failures resulting from or attributable to
incompatibility or similar related problems between the Back -Dice
Software and such hardware or equipment; and (ii) unless prior to
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incurring such costs and expenses, the City notified Sensys of any
purported failure of the Back -Office Software, and provided Sensys a
reasonable opportunity (which opportunity in no instance shall exceed
seven (7) days, excluding legal holidays, however in no instance shall the
City be required to forego any efforts if doing so might result in the failure
to comply with any applicable legal requirements such as, for example, the
time period within which notifications and/or citations as contemplated in
Florida Statutes Section 316.0083(1)(b) and (c)) to cure such failure.
Sensys shall have the right to audit (at its own expense) any expenses
claimed to have been incurred as a result of such failure of the Back -
Office Software. In the event the City uses any software not provided or
approved in writing by Sensys for purposes of providing back -office
services, the City shall not be entitled to a setoff pursuant to this
subparagraph 3.1.2(b).
3.1.3 Traffic Monitoring System Failure.
If the traffic monitoring system fails to operate, perform or
function as contemplated in this Agreement for (a) two (2) days in any
month, then the fee chargeable with respect to such traffic monitoring
services shall be the fee established by Section 3.1(c) multiplied by a
fraction, the numerator of which shall be the number of frill days of
operation and the denominator of which shall be the number of days in
such month;
3.2 Revenue Neutrality. Sensys intends, acknowledges, and agrees that under no
circumstance whatsoever shall the City's performance of any of its obligations hereunder
or in connection herewith cause the City to incur more direct expenses than revenues
realized by the City from violations of Florida Statutes Section 316.075(1)(c) detected by
the use of a Traffic Infraction Detector (such revenues hereinafter referred to as
"Infraction Revenues"). Accordingly, notwithstanding any term, condition, or provision
of this Agreement in conflict or in any manner inconsistent with the terms of the
subsection 3.2 (including, but not limited to, the provisions of subsections 2.3 and 3.1,
above:
(a) The City shall have no obligation and shall not in any manner be required
to make any payment whatsoever to Sensys (including, but not limited to,
payments contemplated in subsections 2.3 and 3.1, above) at any time or
times that the City's "Direct Expenses" (as defined below) incurred
subsequent to the Commencement Date are in excess of the Infraction
Revenues realized since the Commencement Date; and
(b) Upon termination or expiration of this Agreement, Sensys shall within
thirty (30) days refund to the City the amount, if any, by which (i) all
Direct Expenses incurred by the City subsequent to the Commencement
Date exceed (ii) all Infractions Revenues realized by the City subsequent
to the Commencement Date.
For purposes of clarification, Infraction Revenues realized by the City shall not
mean the gross amount —penalties to be assessed pursuant to Florida Statutes Section
316.0083(1)(b)3. and/or Florida Statutes Section 316.18(15)(a)3 for a violation of Florida
Statutes Section 316.075(1)(c) (such amount as of the Effective Date of this Agreement
being $158.00), rather Infraction Revenues realized by the City shall only be such
portions of said gross revenues that are either (i) retained by the City after remittances
contemplated in Florida Statutes Section 316.0083(1)(b), or (ii) sums distributed to the
City pursuant to Florida Statutes Section 316.18(15)(a)3.
For purposes of this Section 3.2, the term "Direct Expenses" shall mean all costs
and expenses paid by the City to Sensys pursuant to the terms of this Agreement; all costs
and expenses, including labor and personnel cost, incurred by the City in performing its
obligations under this Agreement; and all costs and expenses, including labor and
personnel cost, incurred by the City in performing "back -office services" (as that term is
defined in subsection 1.5, above) in connection with violations in the City of Florida
Statutes Section 316.075(1)(c)1 detected by use of a Traffic Infraction Detector;
provided, however, the costs and expenses, including labor and personnel costs, incurred
by the City in performing "back -office services" shall not include those which exceed the
following standards:
(a) $15.00 per hour as the base hourly wage for personnel performing
back -office services;
(b) $1.25 per each notice or citation that is actually issued, which
amount is intended to cover postage, printer ink, paper and
envelopes;
(c) $2,000.00, which amount is intended to cover the City's capital
expense for the purchase of one computer, and such other hardware
as may be needed for the City to perform the back -office services;
and
(d) $500.00 per month for the cost of internet connectivity and
additional telephone lines. None of the following expenses may be
included as part of the City's "Direct Expenses": labor expense for
police officers' appearance in court or similar hearing tribunal);
rental or apportionment of space utilized in City facilities to provide
the back -office services, and any capital or recurring expense that
the City incurred prior to the commencement of this Agreement.
3.2 True -up. At the termination of the Agreement (including the wind -down period
contemplated in Section 5.2, below), the Parties shall determine if any amount due
pursuant to this Agreement was overpaid or underpaid. Sensys shall, within thirty (30)
days after invoice therefore, pay to the City any amount that is was overpaid. Conversely,
the City shall, within thirty (30) days after invoice there before, pay to Sensys any
amount that it underpaid.
SECTION 4: INSURANCE AND INDEMNIFICATION.
Notwithstanding any alleged, perceived, or actual passive or active negligence of
the City, Sensys agrees to save harmless, indemnify, and defend the City and its agents,
assigns, representatives, employees, officers, and officials from and against any and all
claims, losses, penalties, interests, damages, demands, and costs of suit, including
reasonable attorney's fees and other reasonable litigation expenses, for any expense,
damage, or liability incurred by any of them, whether for personal injury, death, property
damage, direct or consequential damages, or economic loss arising directly or indirectly
on account of, by reason of, as a result of, or any manner in connection with any matters
contemplated in or relating to this Agreement, including any performance or omission of
performance thereof, save and except those matters to be performed by the City and
except those matters resulting from the recklessness or intentional misconduct of the City
or its agents (other than Sensys). Sensys' obligations hereunder shall not be limited by, or
in any way to, any insurance coverage or by any provision in or exclusion or omission
from any policy of insurance. Sensys agrees to pay on behalf of the City, as well as
provide a legal defense for the City, both of which will be done only if and when
requested by the City, for all claims made against or involving the City which are in the
scope of the indemnity provisions contemplated in this paragraph. Such payments on
behalf of the City shall be in addition to any and all other legal remedies available to the
City and shall not be considered to be the City's exclusive remedy. Sensys shall obtain
and maintain the following insurance coverages:
(a) Commercial general liability with minimum combined single limits of
$2,000,000.00, including coverage parts of bodily injury, broad form property
damage, personal injury, independent contractors, blanket contractual liability,
and products and completed operations; and
(b) Unless expressly included within the scope of the commercial general liability
insurance coverage referenced in the preceding subparagraph, automobile liability
insurance coverage with a minimum combined single limits of $2,000,000.00 for
all hired, owned, and nonowned vehicles.
All insurance policies shall be from responsible companies duly authorized to
transact business in the State of Florida. Foreign or off -shore insurance carriers are not
acceptable unless admitted to the State of Florida. Within ten (10) days from the Effective
Date, Sensys shall provide the City with properly executed Certificates of Insurance to
evidence Sensys' compliance with the insurance requirements of this Agreement. The
Certificates of Insurance and required insurance policies shall contain provisions that
thirty (30) days prior written notice, by registered or certified mail shall be given to the
City of any cancellation, intention not to renew, or reduction in the policy coverage. All
insurance policies shall be underwritten on the "occurrence" basis, unless otherwise
approved in writing by the City. "Claims -made" policies, if approved in writing by the
City, and subsequent insurance certificates shall provide a "retro-date" which shall
include the Effective Date of this Agreement. "Claims -made" renewals or carrier and
policy replacement shall reflect the original "retro-date." Should at any time Sensys not
maintain the insurance coverages required herein, the City may terminate this Agreement
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without any further obligation to make any payment to Sensys (including any payment of
installation costs as contemplated in subsection 2.3) or, in its sole discretion, shall be
authorized to purchase such coverage and charge Sensys for such coverage purchase. The
City shall be named as an additional insured under all policies of insurance contemplated
herein.
SECTION 5: GENERAL PROVISIONS.
5.1 Limitations on Damages. The City agrees that, with exception of the revenue
neutrality provisions contemplated in subsection 3.2, above, and the costs (if any)
incurred by the City for insurance pursuant to Section 4, above, in the event that a breach
or default by Sensys of the terms of or its obligations to be performed pursuant to this
Agreement, the City shall not be entitled to recover from Sensys any indirect,
consequential, or punitive damages (including damages for loss of information, profits,
savings or business interruption) incurred by the City as a result of any such breach or
default. The preceding sentence shall not be interpreted in any manner to limit, and shall
not have the effect of limiting, in any manner, the City's ability to obtain refund from
Sensys of any amount contemplated in subsection 3.2, above, or reimbursement from
Sensys of the insurance expenses contemplated in Section 4, above.
5.2 City Prosecutorial Discretion. The Parties agree, acknowledge, and
understand that, subject to applicable laws of the State of Florida, the City shall have
complete and final discretion as to whether a notice of or citation for any red light
violation contemplated herein shall be issued. Under no circumstances whatsoever shall
the City be under any obligation to Sensys to issue any notices of or citations for red light
violations contemplated herein, take actions to enforce any such violations, or take
actions to collect any fees or charges that may be owed on account of the issuance of a
notice or citation for a red light violation contemplated herein. The City shall have sole
and complete discretion to detennine whether any photograph, electronic image,
streaming video, or other data furnished through use of a Traffic Infraction Detector as
contemplated herein is sufficient or appropriate for purposes of determining whether to
issue a notice and/or citation for a red light violation, and, except as contemplated in the
following sentence, Sensys shall have no right or cause whatsoever to challenge the
appropriateness or propriety of the City's exercise of such discretion. The foregoing
notwithstanding, and in recognition of the revenue neutrality provisions of subsection 3.2,
above, the City covenants that all decisions made with respect to the enforcement and/or
prosecution of a red light violation contemplated herein will be reasonable, will not be
arbitrary or capricious, and will be made in good faith with the understanding of the
ramifications that such decisions may have upon Sensys by virtue of the revenue
neutrality provisions.
5.3 Winding Down. Upon termination or expiration of this Agreement, the Parties
recognize that the City may have to deal with red light violations that are in the
"pipeline," an that Sensys must accordingly continue to provide its services as
contemplated herein (especially those in regards to the Back -Office Software) with
respect to such red light violations that occurred during the period that this Agreement
was in effect.
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SECTION 6: MISCELLANEOUS CONTRACTUAL PROVISIONS.
6.1 Amendments. This Agreement may not be amended or modified without the
express written consent of all Parties hereto.
6.2 Enforcement Costs. If any legal action or other proceeding is brought to
enforce any of the terms of this Agreement, or because of any alleged dispute, breach,
default, or misrepresentation in connection with any provisions of this Agreement, each
party shall be responsible for paying their own attorney fees and costs.
6.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
6.4 Severability. The invalidity, unenforceability, or lawful rejection of any
provision of this Agreement shall not effect or impair the validity or enforceability of any
other provision. To the extent any provision is invalid, unenforceable, or lawfully
rejected, the Parties desire and hereby requests the courts to construe this Agreement in a
manner which renders this Agreement effective within the intent and purpose of this
Agreement.
6.5 Jurisdictions and Venue. Each of the Parties hereto irrevocably and
unconditionally (i) agree that any suit, action, or legal proceeding arising out of or
relating to this Agreement may be brought only in a state court of proper jurisdiction in
Okaloosa County, Florida; (ii) consents to the jurisdiction of each such court in any such
action, suit and proceeding; and (iii) waives any objection which it might have to the
laying of venue of any such action, suit, or proceeding in any of such courts.
6.6 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which shall constitute one and the
same instrument. Confirmation of execution by electronic or facsimile means shall be
binding upon any Party so confirming.
6.7 Preparation of Agreement. This Agreement shall not be construed more
strongly against any Party regardless of who is responsible for its preparation. The Parties
acknowledge that each contributed to and is equally responsible for the preparation of
this Agreement.
6.8 Headings. The headings contained in this Agreement are for convenience of
reference only, or not to be considered part hereof, and shall not limit or otherwise affect
in any manner the meaning or interpretation of this Agreement.
6.9 Entire Agreement. This Agreement embodies the entire agreement between the
Parties regarding all matters identified herein and supersedes all prior understandings,
agreements, negotiations, and discussions relating thereto, all of which are merged herein.
The Parties hereto each waive its right to assert or claim in any action or proceeding that
they were induced to enter into this Agreement by any promise, fact, occurrence,
representation, or other matter which is not expressly set forth herein.
6.10 Binding Effect. The rights and obligations of the
the benefit of, and shall be binding upon, the heirs, estates,
and assigns, of the Parties hereto.
6.11 Notices. Any and all notices required under this
United States certified mail, return receipt requested, to:
Sensys America, Inc.
ATTN Carlos L6fstedt
8018 Sunport Dr, Suite 203
Orlando, FL 32809
City of Crestview
ATTN City Clerk
198 North Wilson Street
Crestview, Florida 32536
Parties hereto shall inure to
representatives, successors
Agreement shall be sent by
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the Parties have made and entered into this Agreement as of
the date and year first above written.
CITY OF CRESTVIEW, a Florida municipal corporation,
6:-1)7vz�fCw��c
David Cadle
Its: Mayor
Elizabeth Roy
Its: City Clerk
SENSYS AMERICA, INC., a Delaware Corporation
Carlos Lofstedt
Its: President and CEO