HomeMy WebLinkAboutGatso USA Amendment No. 1 - 10/15/18 Please return this copy to:
City Clerk&Finance Dept.
715 Mulberry St.
Waterloo,IA 50703
Amendment No. 1 to Customer Agreement
This Amendment No. 1 ("First Amendment"), is made by and between Gatso USA, Inc.
("Gatso") and the City of Waterloo, Iowa (the "City") as of October 23, 2018 ("First Amendment
Effective Date"), and amends the Customer Agreement between Gatso and the City for technology and
business services related to an automated red-light and speed enforcement program dated August 7, 2017
(the "Agreement"). All capitalized terms used and not otherwise defined in this First Amendment shall
have the meanings set forth in the Agreement.
WHEREAS, Gatso has had a corporate name change and the parties wish to memorialize the
same for the purposes of this Agreement; and
WHEREAS, the parties mutually desire Gatso to enhance the System to include code
enforcement tablets and provide associated back-end processing services; and
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth in the
Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby
mutually acknowledged,the parties agree to amend the Agreement as follows:
1. On February 2, 2018, GATSO filed with the Delaware Secretary of State a Certificate of
Amendment of Certificate of Incorporation changing its name from Gatso USA, Inc. to Sensys
Gatso USA, Inc. A copy thereof is attached hereto as Attachment 1. Accordingly, all references
to Gatso USA,Inc. in the Agreement are hereby deleted and replaced with Sensys Gatso USA,
Inc.
2. Amend the second WHEREAS clause such that the defined term "System" refers to "the
hardware and software to provide and implement automated traffic and code enforcement
programs pursuant to the terms of this Agreement."
3. Amend the second sentence of Section 1.4 to replace the reference to"automated enforcement
unit"with"Photo Enforcement Device, as defined in Section 3.2."
4. Amend the first sentence of Section 1.5 to replace the reference to"image capture activities"and
replace with"violation detection or recording activities."
5. Amend the second sentence of Section 1.5 to replace the reference to"all photo-enforcement
violations"with"all Tickets or Citations, each as defined in Section 2.1,".
6. Delete Section 1.6 and replace with the following:
Retrieval of Equipment; Restoration. Upon termination of this Agreement, Gatso shall promptly
retrieve all Photo Enforcement Devices and Enforcement Tablets, each as defined in Section 3.2,
which retrieval shall be completed no later than forty-five(45) days after the Effective Date of
Termination. The City shall not charge any storage fees for the Photo Enforcement Devices or
Enforcement Tablets during this forty-five(45)day period. In addition, for any camera poles
installed by Gatso pursuant to Section 3.2, Gatso shall restore such intersections as set forth in
Exhibit A, Section D.
7. Amend Section 2.1 to add the following:
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2.1.1 A"Per Paid Citation Fee" of$36.00 per citation issued for violations detected by a Photo
Enforcement Device,as defined in Section 3.2 (each a"Citation")that has been paid.
2.1.2 A"Per Issued Ticket Fee"of$20.00 per code enforcement ticket issued by an
Enforcement Tablet, as defined in Section 3.2(each a"Ticket"); and
2.1.3 A"Code Enforcement Program Implementation Fee"of$5,300.
8. Delete Section 2.2 and replace with the following:
2.2 Reserved.
9. Delete Section 2.3.1 and replace with the following:
Invoicing;Funds Sweep. Gatso shall provide an itemized invoice to the City within one day of
each funds sweep to the City, as set forth in this Section 2.3.1. Each such invoice shall include
the following for each such period: (a)the gross funds received from payment of Citations and
Tickets on behalf of the City and the Citations or Tickets to which such funds are attributable; (b)
the number of Tickets issued by an Enforcement Tablet; and(c)any Code Enforcement Program
Implementation Fee amounts deducted. Gatso shall deduct its Fees pursuant to Sections 2.1.1 and
2.1.2 and the net amount shall be transferred from the Master Account, as defined in Section 3.13,
to the City. In addition, Gatso will invoice and deduct the Code Enforcement Program
Implementation Fee set forth in Section 2.1.3 in six(6)equal installments commencing upon the
first net funds sweep immediately following the First Amendment Effective Date. In the event
that gross funds received from Citation and Ticket payments do not exceed deductions
contemplated by this Section 2.3.1, Fees will be deducted in the following order: (1)Code
Enforcement Program Implementation Fee, if applicable; and(2)all other Fees set forth in
Section 2.1. The balance of any such Fees will roll over to the next sweep period.
10. Delete Section 3.2 in its entirety and replace with the following:
The System. Gatso will provide the City with: (a) automated photo enforcement cameras to be
installed at fixed locations as designated by the City("Fixed Location Red Light Enforcement"
units and"Fixed Location Speed Enforcement"units, collectively"Fixed Location Enforcement"
units; (b)one or more hand-held speed enforcement devices (each a"Handheld Speed
Enforcement" unit); and(c)one or more trailer- or vehicle-mounted speed enforcement cameras
(each a"Mobile Speed Enforcement"unit)(collectively the"Photo Enforcement Devices").
Gatso will also provide six(6)code enforcement tablets(each an"Enforcement Tablet")which
shall permit authorized representatives of the City to issue Tickets for certain code violations
identified by the City prior to implementation.
11. Add a Section 3.3 as follows:
3.3 Reserved.
12. Delete Section 3.11 in its entirety and replace with the following:
3.11 Issuance of Citations and Tickets.
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3.11.1 Speed and Red Light Violations. After the City's review and approval of a
Violation Package as set forth in Section 4.4, Gatso shall issue a Citation with
images and data related to the Citation 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
Citation,through the web-portal by using a unique identifier code issued as part
of the Citation. With respect to any registered owner who has not paid the
Citation within 30 days of mailing of the Citation, Gatso shall send a 2nd 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 3rd 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.
3.11.2 Code Violations. Each Ticket issued using an Enforcement Tablet will include a
unique identifier code that the registered owner or owners of a cited vehicle may
enter into a web-portal to pay the Ticket. With respect to any registered owner
who has not paid a Ticket within thirty(30) days of issuance, Gatso shall send a
reminder notice, in a form mutually agreed upon by the parties(each a
"Reminder Notice"). For any registered owner who has not paid the Ticket
within the time proscribed in the Reminder Notice, Gatso will export such data to
the City for further action at its discretion.
3.11.3 Telephone Support. Gatso will maintain a toll-free telephone number for
registered owners to discuss Citations and Tickets and to make payments,with
hours of 8:00 a.m.to 5:00 p.m. (Eastern)Monday through Friday,not including
state and federal holidays.
13. Delete Section 4.3 in its entirety and replace with the following:
4.3 Operation of Handheld and Mobile Speed Enforcement Units and Enforcement Tablets. To
promote community safety,the City agrees to: (a)utilize each Handheld and Mobile Speed
Enforcement unit and Enforcement Tablet for at least 20 (twenty)hours per week; (b)follow
reasonable industry practices in the use of Handheld and Mobile Speed Enforcement units
and Enforcement Tablets; and(c) download all violations detected by Handheld Speed
Enforcement units and Enforcement Tablets in a timely manner which shall in no event
exceed forty-eight(48)hours following use. If, during any four(4)consecutive weeks during
the Term,the City fails to utilize one(1) or more Handheld or Mobile Speed Enforcement
unit or Enforcement Tablet 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
or Mobile Speed Enforcement unit or Enforcement Tablet that has been underutilized from
the System.
14. Amend the introductory paragraph of Exhibit A to replace the reference to "Section 3.3 or 3.4"
and replace with"Section 3.2."
15. Delete Exhibit A. Section C in its entirety.
16. Except as amended expressly herein,the Agreement remains fully enforceable and is in effect.
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IN WITNESS WHEREOF,the parties hereto have caused this First Amendment to be executed by their
respective authorized representatives as of the date first above written.
AGREED TO: AGREED TO:
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Attachment I
Delaware Secretary of State a Certificate of Amendment of Certificate of Incorporation
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