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HomeMy WebLinkAboutGatso USA - Enforcement Cameras-8/7/2017Please return this copy to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 Customer Agreement This Customer Agreement ("Agreement") is made on >4 0 Fi2'a between Gatso USA, Inc., a Delaware corporation with a principal business address at 900 Cummings Center, Suite 222-T, Beverly, Massachusetts 01915 ("Gatso") and the City of Waterloo, Iowa with a principal business address at 715 Mulberry Street, Waterloo, Iowa 50703 (the "City"). WHEREAS, the City wishes to retain the technology and business services of Gatso to provide an automated red-light and speed enforcement program as further defined in Section 3.2 of this Agreement (the "Services"), as part of the City's automated traffic law enforcement program; and WHEREAS, Gatso agrees to provide the Services, including the hardware and software to provide and implement an automated red-light and speed enforcement system ("System"), pursuant to the terms of this Agreement; NOW THEREFORE, the parties mutually agree as follows: 1. AGREEMENT TERM; TERMINATION 1.1. Initial Term; Extensions. The Agreement shall commence on the Effective Date and continue for a period of three (3) years (the "Initial Term"). Upon expiration of the Initial Term, the Agreement will automatically renew for two (2) subsequent two (2) year terms (each a "Renewal Term" and, collectively with the Initial Term, the "Term"), unless either party provides a written notice to terminate not later than thirty (30) days prior to expiration of the then -current Initial Term or Renewal Term. Renewal Terms are subject to renewal pricing which shall be mutually agreed upon by the parties no less than sixty (60) days prior to the expiration of the then -current Initial Term or Renewal Term. 1.2. Termination By Agreement. This Agreement may be terminated at any time ' by the mutual written agreement of Gatso and the City. 1.3. Termination For Cause. Either party may terminate this Agreement for cause if: (a) the other party has breached its obligations under this Agreement; (b) applicable law is amended, or the Iowa Department of Transportation adopts a rule or other requirement, to prohibit or substantially restrict the operation of automated traffic law enforcement systems, including the System being provided by Gatso; or (c) any court of competent jurisdiction rules that the System, or other similar systems, violates applicable law or cannot otherwise be used to enforce notices of violation or citations issued hereunder. The terminating party must provide thirty (30) days advance written notice to the other party of its intent to terminate, which notice must include the reasons for the termination. In the case of a breach of this Agreement, the notice must provide the other party with an opportunity to cure the breach within thirty (30) days after receipt of the notice. No termination fee shall be required with respect to termination for cause under this paragraph. Notwithstanding the foregoing, in the event of termination based upon (b) or (c) above, Gatso or the City may suspend the System and all associated Services immediately upon the effective date of such amendment or ruling, as applicable. 1.4. Termination By City For Convenience. The City may terminate this Agreement at any time at its convenience by giving written notice to Gatso not less than sixty (60) days prior to the termination date. If the City terminates this Agreement for convenience at any time within the Initial Term, then the City must pay Gatso a fee in the amount of $1500 per automated enforcement unit for each month that remains in the Initial Term as of the termination date (the "Termination Fee"). The Termination Fee must be paid within thirty (30) days after the Effective Date of Termination as defined in Section 1.5. There is no Termination Fee if the City terminates at the end of the Initial Term or during any Renewal Term. 1.5. Cessation of Activities Except Pending Violations. On the termination date (if this Agreement is terminated for convenience pursuant to Section 1.4) or on the first day after any other date of termination or expiration of this Agreement ("Effective Date of Termination"), the image capture activities provided by Gatso under this Agreement shall cease immediately. Nevertheless, unless otherwise prohibited by law, all photo -enforcement violations in process or captured prior to the Effective Date of Termination, will continue until final disposition is reached on the violations and Gatso will continue to provide Services related to the process leading to such judgment, if any. 1.6. Removal Of Hardware, Equipment; Restoration. Upon the termination of this agreement, Gatso shall promptly retrieve all automated enforcement units, as defined in Section 3.2, which retrieval shall be completed no later than forty-five (45) days after the Effective Date of Termination. 2. COMPENSATION 2.1. Amount. The City shall pay to Gatso the following fees for the System and related Services as set forth below: 2.2. A "Per Citation Fee" of $36.00 per paid citation for automated enforcement violations detected by an automated enforcement unit, commencing on the first day after the Warning Period, as defined in Section 3.5, if any, ends. 2.3. Fee Payment. 2.3.1. Gatso shall provide an itemized invoice to the City within one day of each violations fund sweep to the City. Each such invoice shall highlight the gross funds received from violation payments on behalf of the City and the violations to which such funds are attributable. Gatso shall deduct its fee per Section 2.2, and the net amount shall be transferred from the Master Account, as defined in Section 3.13, to the City. Net violation fund sweeps to the City shall be scheduled to occur on or around the l' and the 15"' of each month. The City shall have access to a shared accounting system to insure the information included on the invoice is correct. 2.3.2. Fees are Sole Compensation. The fees required pursuant to this Section 2 shall be Gatso's sole compensation for the Service described herein. Except as explicitly set forth herein, all costs and expenses associated with the supply, installation, commissioning, operation, maintenance, repair, replacement, and removal of the System and all related hardware and equipment shall remain the responsibility of Gatso. 3. SCOPE OF WORK 3.1. Gatso Project Manager. Gatso will designate one Gatso employee as the City's principal contact at Gatso ("Gatso Project Manager"). 3.2. The System. Gatso shall provide the City with automated photo enforcement cameras to be installed at fixed locations as designated by the City (" Fixed Red-Light and Speed Enforcement" units), Hand-Held speed enforcement units and Mobile speed enforcement units, along with Violation Packages, as defined in Section 3.9, and processing of Violation Packages, as defined in Section 3.10. Gatso shall furnish, operate, and maintain the System in accordance with Gatso's standard installation practices. Gatso shall be solely responsible for the installation, including, but not limited to, construction costs, of the Fixed Enforcement Units. 3.4 Signage. Gatso will provide and install standard Gatso signage for each highway that is not a freeway that is part of the state highway system and that enters the City informing inbound traffic that the City utilizes traffic law photo-monitoring devices to enforce traffic laws, at no cost to the City. Gatso shall also provide non -standard signage specified by the City (such as signs that include welcome messages, logos, or other features), but the City shall bear all extra costs attributable to any such non -standard features. Those extra costs shall be included in the first invoice issued by Gatso to the City. 3.5 24-Hour Operation; Warning Period. Gatso shall operate the server components of the System on a continuous, 24-hour basis, seven (7) days per week, except for reasonable scheduled and unscheduled downtime, including System maintenance and repairs as set forth in Section 3.6, and Force Majeure as set forth in Section 5.4. 3.6 System Maintenance; Repairs; Logs. Gatso shall maintain the System and shall promptly repair or replace any damaged or defective equipment at its own expense except if the damage was caused by the negligent operation of a Handheld Speed Enforcement Unit or a City owned or controlled vehicle. City police personnel will test the calibration of the Handheld Speed Enforcement Unit before each deployment. Gatso will perform annual calibration of the Fixed Location Speed Enforcement units on an annual basis, and shall provide the City with reports showing the results of the calibration testing, and confirming that the calibration is accurate. At least quarterly during the Term, City police personnel will verify calibration of the Fixed Location Speed Enforcement units using a Gatso-supplied, GPS-enabled, speed sensor box. Gatso shall perform preventative maintenance and cleaning of System components on a regularly scheduled basis, including review, cleaning and testing of camera settings and operation, communications, and other System components. Gatso will use commercially reasonable efforts to notify the City and initiate repairs to the System within forty-eight (48) hours after identification of any damage, defect, or material issues relating to calibration or accuracy of speed measurement. 3.7 System Upgrades. In the event Gatso makes upgrades to the software or related performance capabilities of the System generally available to its customers, Gatso will provide such upgrades without charge to the City. 3.8 City Personnel Training. Gatso will provide System training, including training documentation, to City personnel designated by the City. 3.9. Images and Data; Violation Package. Gatso will upload encrypted violation images and embedded violation data to a Gatso server in a timely manner. Gatso shall correlate images and data with DMV records, and shall assemble the images and data into an electronic violation package (a "Violation Package") in such a manner to allow the City to carry out those responsibilities set forth in Section 4.4 of this Agreement. 3.10. Processing Of Violation Package. Gatso shall process Violation Packages through a system that utilizes commercially reasonable security protocols and that shall be accessible by the City's Police Department through the internet to review, and approve or reject, each violation before a notice of violation is issued related to that violation. Gatso shall notify the City of the list of supported web browsers for accessing this system. Gatso will use commercially reasonable efforts to process violation images and send a Violation Package to the City's Police Department for review within seven (7) business days after the violation has occurred. Gatso shall provide reasonable aid and assistance in the prosecution of citations issued hereunder, including the provision of witnesses, as may be required in a court or quasi-judicial panel of competent jurisdiction, at no charge to the City. 3.11.Notices of Violation. After the City's review and approval of a violation as set forth in Section 4.4, Gatso shall issue a notice of violation with images and data related to the notice of violation by mail within ten (10) days. The citation shall include images of the alleged traffic law infraction, and shall be in a form mutually agreed upon by the parties. The System shall allow the registered owner or owners of a cited vehicle to review the images and data related to the notice of violation, through the web-portal by using a unique identifier code issued as part of the notice of violation. Additionally, Gatso will maintain a toll-free telephone number for registered owners to discuss notices of violation and make payments, with hours of 8:00 a.m. to 5:00 p.m. (Eastern) Monday through Friday, not including state and federal holidays. With respect to any registered owner who has not paid the citation within 30 days of mailing of the notice of violation, Gatso shall send a 2"d notice, in a form mutually agreed upon by the parties. With respect to any registered owner who has not paid the citation within thirty days of mailing of the 2nd notice, Gatso shall send a 3111 notice, which shall also include language requiring the violator to pay and all costs of collection activity with respect to such citation, in a form mutually agreed upon by the parties. 3.12.Pavment Methods; Collection of Infraction Fees. Gatso shall provide the registered owner or owners of a cited vehicle the following payment methods: "pay by web," "pay by telephone," and "pay by mail" for the payment of notices of violation issued through the System. Gatso may pass through to violators any reasonable credit card convenience fees imposed upon Gatso by its suppliers for violations paid by credit card ("Credit Card Convenience Fee"). Any registered owner that does not wish to pay the Credit Card Convenience Fee may remit payment to Gatso by mail in the form of a money order or check drawn upon a U.S. bank. The City shall have no obligation for the payment of any Credit Card Convenience Fees. 3.13.Collection of Infraction Fees. Gatso will collect infraction fees from those who voluntarily pay in response to notices issued by Gatso, and shall place such fees in a separate account with a banking institution accessible to the City ("Master Account"). The account shall be established in a manner which permits: (a) funds to be swept to a City-designated bank account by Gatso; and (b) and for the City to have viewing rights to the Master Account. 3.14.Further Action by City. If a registered owner disputes responsibility for a violation and a different violator is identified by the recipient of the notice of violation, then Gatso will reissue the citation to that different violator within ten (10) days after such identification 3.15. Storage Of Violation Packages. Gatso will store all captured violation data and images pursuant to the policy established by the City and communicated to Gatso prior to the Effective Date. The City shall have reasonable access to the Violation Packages during the storage period. 3.16.NLETS Requirements. All authorized Gatso or subcontractor personnel reviewing the vehicle registration information obtained via the National Law Enforcement Telecommunications System ("NLETS") on behalf of the City shall comply with all applicable State of Iowa and NLETS requirements. 3.17. Reports. Gatso shall make available monthly reports to the City comprised of statistics relating to the functioning of the System, including but not limited to the number of captured violations, the number of violations sent for Police Department approval, the number of notices of violation issued, the number of notices of violation paid, the number of contested notices of violation, the amount of scheduled and unscheduled downtime of the System, and such other data as may be reasonably requested by the City. 3.18.Public Awareness. Gatso shall assist and support the City's efforts in public education and awareness programs, by providing information including, but not limited to, violation statistics and violation statistic improvements. Gatso shall provide the City with a pamphlet that the City may reproduce and distribute to City residents; such pamphlet shall include a description of the operation of the System in non-technical terms. 3.19.Insurance. Gatso shall, during the Term of this Agreement, maintain insurance coverage in at least the minimum amounts set forth in this Section 3.19. 3.19.1. Workers' Compensation and Employer's Liability with limits not less than: Workers' Compensation: statutory Employer's Liability: $500,000 ea. accident -injury $500,000 ea. employee -disease $500,000 disease -policy This insurance shall provide that coverage applies to the State of Iowa 3.19.2. Comprehensive Motor Vehicle Liability with limits for vehicles owned, non -owned, or rented of not less than $1,000,000 Bodily Injury and Property Damage Combined Single Limit. 3.19.3. Comprehensive General Liability with limits not less than $1,000,000 Bodily Injury and Property Damage Combined Single Limit. 3.19.4. Umbrella Liability with limits not less than $2,000,000 Bodily Injury and Property Damage Combined Single Limit. This policy shall apply in excess of the limits stated in 3.19.1 through 3.19.3 above. 3.19.5. Gatso shall list the City as an additional insured under all the policies described in this Section 3.19 and shall file with the City certificates of insurance reflecting the minimum insurance coverage and limits provided in this Section 3.19 prior to commencing work on the System. 4. CITY RESPONSIBILITIES 4.1. City Project Manager. The City will designate one City employee as Gatso's principal contact at the City ("City Project Manager"). 4.2. Cooperation. The City will cooperate with Gatso during all aspects of the planning, installation, implementation, and operation of the System and perform any other City obligations set forth in this Agreement including but not limited to the calibration activities described in Section 3.6. 4.3. Operation of Hand -Held Speed Enforcement Units. To promote community safety, the City agrees to: (a) follow reasonable industry practices in or Hand -Held and (b) download all violations detected by the Hand -Held or Mobile Speed Enforcement units in a timely manner which shall in no event exceed forty-eight (48) hours following detection. If, during any four (4) consecutive weeks during the Term, the City fails to utilize one (1) or more Hand -Held Speed Enforcement unit for at least ten (10) hours per week, in addition to any other remedies it may have hereunder, Gatso may, at its sole discretion, remove any such Handheld Speed Enforcement unit that has been underutilized from the Service. 4.4. Review Of Violations. The City will provide sworn City police officers, community service officers or any other City employee designated by the City to carefully review each Violation Package to determine whether: (a) the violation is approved and notices of violation can be mailed; or (b) the violation is rejected. If the violation is rejected, the City Project Manager will report to Gatso the basis for the rejection. The City is solely responsible for determining which violations identified by Gatso are issued as citations. 4.5. Access to Information Services. To the extent required by NLETS, the City will provide written authorization (in a form reasonably acceptable to the City) for Gatso and its subcontractors to perform Motor Vehicle Division (Iowa Bureau of Motor Vehicles) inquiries on behalf of the City. 4.6. Collection of Unpaid Fines. In the event a violator fails to pay or contest a notice of violation as set forth in the 3`d notice described in Section 3.11, the City shall refer such matters to a third - party collections agency or law firm to recover all costs of the fines, including collections costs and expenses for failure to pay in a timely manner. Any citations that are paid through the collections process described in this section will be deemed citations paid for the purposes of Section 2.1. If the City fails to timely engage a collections agency or law firm, Gatso may, at its option and expense, retain such an agency to recover such fines and costs, and any amounts recovered by Gatso in this manner will be subject to the terms of this Agreement. 5. GENERAL PROVISIONS 5.1. Indemnification Obligations. To the extent not prohibited by the constitution or laws of the State of Iowa, the City shall indemnify, defend, and hold harmless Gatso and its affiliates, shareholders or other interest holders, managers, officers, directors, employees, agents, representatives and successors, permitted assignees and all persons acting by, through, under or in concert with them (including but not limited to equipment suppliers and installers) (the "Gatso Indemnitees") from and against any and all third party claims arising out of or related to: a. any material breach of the representations and warranties of the City set forth in Section 5.3.2; b. negligence or misconduct of the City or its employees, contractors, or agents that results in bodily injury to any natural person (including third parties) or any damage to any real or tangible personal property (including the personal property of third parties), except to the extent caused by the negligence or misconduct of any Gatso Indemnitee; c. the validity of the results of the City's use of the System or any portion thereof; or the validity of any citation issued, prosecuted, and collected as a result of the City's use of the System except to the extent caused by Gatso's failure to comply with the terms of the Agreement. 5.1.1.Gatso shall indemnify, defend, and hold harmless the City and its elected officials, officers, employees, agents, attorneys, representatives, and permitted assignees and all persons acting by, through, under or in concert with them (the "City Indemnitees") from and against any and all third -party claims arising out of or related to: a. any material breach of the representations and warranties of Gatso set forth in Section 5.3.1; b. negligence or misconduct of Gatso or its employees, contractors, or agents that results in bodily injury to any natural person (including third parties) or any damage to any real or tangible personal property (including the personal property of third parties), except to the extent caused by the negligence or misconduct of any City Indemnitee; or c. a claim that the System infringes the copyright or U.S. patent of a third party. In the event such a claim is made or appears likely to be made, Gatso will either: (a) enable the City to continue to use the System, (b) modify the System to render it non -infringing; or (c) replace the System with a replacement System at least functionally equivalent. If Gatso determines that none of these alternatives is reasonably available, Gatso shall have the right to terminate this Agreement effective immediately. 5.1.2.In the event of any third -party claim, action, or demand for which a party seeks indemnification from the other pursuant to this Section 5.1 (each a "Claim"), the Indemnified Party must give the Indemnifying Party written notice of such Claim promptly after the Indemnified Party first becomes aware of it. The Indemnifying Party will have the right to choose counsel to defend against the Claim (subject to approval of such counsel by the Indemnified Party, which approval may not be unreasonably withheld, conditioned, or delayed) and to control and settle the Claim. The Indemnifying Party will have the right to participate in the defense of the Claim at its sole expense. 5.2. LIMITATION OF LIABILITY. EXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 5.1: (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE AGREEMENT, THE SERVICES, OR THE SYSTEMS, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY; AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF THE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY THE CITY TO GATSO PURSUANT TO SECTION 2.1 DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM. 5.3. Representations and Warranties. 5.3.1.Gatso represents and warrants that at all times during the Term: a. it has the legal power to enter into the Agreement; b. the Systems are provided and will continue to perform in accordance with this Agreement; c. the Services described herein will be performed in a workmanlike and professional manner with due care and skill; d. it will perform the Services described herein in compliance with all applicable federal, State of Iowa, and local laws including without limitation the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification including without limitation the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq; e. it is not barred by law from contracting with the City or with any other unit of state or local government as a result of (a) a delinquency in the payment of any tax administered by the Iowa Department of Revenue unless Gatso is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax or (b) any finding of recovery made against Gatso by the Iowa Auditor of State; f. the only persons, firms, or corporations interested in this Agreement as principals are those disclosed to the City prior to the execution of this Agreement and that this Agreement is made without collusion with any other person, firm, or corporation. If at any time it shall be found that Gatso, in procuring this Agreement, has colluded with any other person, film, or corporation, then Gatso will be liable to the City for all loss or damage that the City may suffer thereby, and this Agreement will be null and void, at the City's option; and g. neither it nor any of its principals, shareholders, members, partners, or affiliates, as applicable, is a person or entity named as a Specifically Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of a Specifically Designated National and Blocked Person. Gatso further represents and warrants to the City that Gatso and its principals, shareholders, members, partners, or affiliates, as applicable, are not, directly or indirectly, engaged in, and are not facilitating, the transactions contemplated by this Agreement on behalf of any person or entity named as a Specifically Designated National and Blocked Person. 5.3.2. The City represents and warrants that at all times during the Term: a. it has the legal power to enter into the Agreement and that it has complied with any and all applicable federal, State of Iowa, and local procurement requirements in connection therewith; and b. it will utilize the System in compliance with all applicable federal, State of Iowa and local laws. 5.3.3. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 5.3: a. THE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PEFORMANCE. b. GATSO MAKES NO WARRANTY THAT THE SERVICES AND/OR SYSTEM WILL MEET THE CITY'S REQUIREMENTS, OR THAT THE SERVICES AND/OR SYSTEMS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES GATSO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES AND/OR SYSTEM. 5.4. Force Majeure. Neither party shall be liable for delays in the performance of its obligations hereunder due to a Force Majeure Event. "Force Majeure Event" means conditions or other circumstances, such as acts of God, that: (i) were not foreseen, and could not have been reasonably foreseen, by the party obligated to perform, (ii) are beyond the control of the party obligated to perform, and (iii) materially hinder or interfere with the ability of the party obligated to perform to complete performance; provided, however, that no such condition or circumstance will be a Force Majeure Event if it is the result of the fault, negligence, or material breach of this Agreement by the party obligated to perform. Examples of Force Majeure events include wars, floods, strikes and labor disputes, unusual delay in transportation, epidemics abroad, earthquakes, severe adverse weather conditions not reasonably anticipated, and delays in permitting. 5.5. Relationship between Gatso and City. Gatso is an independent contractor. This Agreement does not create, and nothing in this Agreement may be deemed, construed, or applied to create, a partnership, joint venture or the relationship of principal and agent or employer and employee between the parties. Further, this Agreement does not permit either party to incur any debts or liabilities or obligations on behalf of the other party, except only as specifically provided herein. 5.6. Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Gatso may assign the Agreement to an affiliate or in connection with a merger or sale of substantially all of the assets related to the Agreement. The Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 5.7. Escalation Procedure. The following procedure will be followed if resolution is required to a conflict arising during the performance of this Agreement. 5.7.1.When a conflict arises between the City and Gatso, the project team members will first strive to work out the problem internally. 5.7.2.If the project team cannot resolve the conflict within five (5) business days, the City Project Manager identified pursuant to Section 4.1 and the Gatso Project Manager identified pursuant to Section 3.1 will meet to resolve the issue. 5.7.3.If the conflict is not resolved within five (5) business days after being escalated to the Project Managers, a senior executive of Gatso will meet with the City Mayor within five (5) days to resolve the issue. 5.7.4.If the conflict remains unresolved as described in Section 5.7.3, the parties may mutually agree to terminate the Agreement pursuant to Section 1.2. 5.7.5.During any conflict resolution, Gatso agrees to provide those Services relating to items not in dispute, to the extent practicable pending resolution of the conflict. The City agrees to pay invoices per the Agreement. 5.8. Applicable Law; Jurisdiction and Venue. This Agreement is governed by and construed in all respects in accordance with the laws of the State of Iowa, without regard to any conflicts of laws rules. Any lawsuit arising out of or in connection with this Agreement must be filed in a state or federal cowl of competent jurisdiction in Iowa, and both parties specifically agree to be bound by the jurisdiction and venue of such courts. 5.9. Entire Agreement; Amendment. This Agreement and its exhibits constitutes the entire agreement between the parties about the Services and supersedes all prior and contemporaneous agreements or communications. This Agreement and its Exhibits may only be amended by a writing specifically referencing this Agreement which has been signed by authorized representatives of the parties. 5.10. Counterparts. This Agreement may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same Agreement. Any copy of this Agreement made by reliable means (for example, photocopy or facsimile) is considered an original. 5.11. Enforceability. If any term in this Agreement is found by competent judicial authority to be unenforceable in any respect, the validity of the remainder of this Agreement will be unaffected, provided that such unenforceability does not materially affect the parties' rights under this Agreement. 5.12. Waiver. An effective waiver under this Agreement must be in writing signed by the party waiving its right. A waiver by either party of any instance of the other party's noncompliance with any obligation or responsibility under this Agreement will not be deemed a waiver of subsequent instances. 5.13 Notices. Any notices provided pursuant to this Agreement shall be effective three days after deposit in the U.S. Mail if sent by Certified Mail Return Receipt Requested, or immediately if by confirmed facsimile, to the parties as follows: City: Mayor Quentin Hart City Hall 715 Mulberry Street Waterloo, Iowa 50703 Gatso: Andrew Noble, at the address above. IN WITNESS WHEREOF, Gatso and the City of Waterloo, Iowa have caused this Agreement to be executed by their properly authorized representatives as of the Effective Date. Agreed to: Gatso USA, Inc. By Agreed to: City of Waterloo, Iowa Authorized signature Authorized signature Name (type or print): A Noe aeL+` Date: Attested to: By Authorized signature Name (type or print): Quentin Hart Mayor Date: gf /I Attested to: By thorized signature Name (type or print): Name (type or print): Kelley Felchle City Clerk Date: -/i/ / % Date:2 ,I' EXHIBIT A Additional Terms and Conditions for Installation of Camera Poles In the event that Gatso is required to install one (1) or more camera poles pursuant to Section 3.3 or Section 3.4, the following additional terms and conditions shall apply: A. Obtaining Permits. Gatso shall prepare all permit applications, design drawings or other related documents as may be reasonably required by the City or any other governmental entities for the installation and operation of the camera poles. The City will provide to Gatso, at no cost, all City permits necessary for the operation of the System and provision of the Services provided Gatso meets the minimum requirements for such permits. Gatso will use commercially reasonable efforts to obtain any other necessary permits for the camera poles from applicable agencies and shall pay all permit or other fees charged by such governmental entities in connection with the installation and operation of the System. The City will reasonably assist Gatso in securing necessary permits from other governmental agencies, as required. B. Installation. Gatso will commence installation of the camera poles within ten (10) business days after any and all necessary State, County and City permit applications have been approved and such permits have been received. Gatso shall not be responsible for any delays associated with the failure of any state or local government to promptly provide applicable permits. In the event any permitting agency requires one (1) or more upgrades to any City owned or controlled equipment at any intersection where the System will be installed, such upgrades shall be the sole responsibility of the City. Gatso may elect to add a separate circuit breaker to the traffic control system power source to obtain electric power for the System. Gatso will use commercially reasonable efforts to complete installation of the System in a timely manner. C. Fees. For any camera pole installed by Gatso pursuant to Section 3.3 and this Exhibit A, the City shall pay to Gatso the Camera Relocation Fee fee set forth in Section 2.1.2. D. Removal Of Hardware, Equipment; Restoration. Upon the termination of this agreement, Gatso shall remove any camera poles and related equipment and restore such intersections to substantially the same condition as existed prior to this Agreement. Notwithstanding the foregoing, Gatso will not remove any camera pole foundation, which shall be left approximately flush with grade with no exposed bolts or other hazards. Installed underground conduit and other equipment shall not be required to be removed. Gatso shall use commercially reasonable efforts such that removal and restoration activities occur within forty-five (45) days after the Effective Date of Termination and do not unreasonably interfere with or adversely affect traffic flow.