HomeMy WebLinkAboutMaster Services Agreement between the CMB and Jenoptik Smart Mobility Solutions, LLC.2a2,6- TS-7c<D
Docusign Envelope ID: F8117CE5-D20B-8F1C-80A7-3B0484BBB574
Master Services Agreement
This Master Services Agreement ("Agreement") is made on MAY 0 7_202.6 (the "Effective Date"), between
JENOPTIK SMART MOBILITY SOLUTIONS, LLC, a member of the Jenoptik group, and a limited liability company
duly organized under the laws of Delaware, having its principal place of business at 16490 Innovation Drive, Jupiter,
Florida 33478 (hereinafter referred to as "JSMS") and the CITY OF MIAMI BEACH, FLORIDA, a municipal
corporation organized and existing under the laws of the State of Florida, with a principal business address at 1700
Convention Center Drive, Miami Beach, Florida 33139 (hereinafter referred as the "Customer").
WHEREAS Customer wishes to retain the business and technology services of JSMS (the "Services"), as set
forth in this Agreement and in the Automated Traffic Enforcement Service Attachment (the "Service Attachment"),
attached hereto as Exhibit A and incorporated herein by reference, to facilitate the detection, issuance and/or
processing of violations of one or more of Customer's traffic law or code enforcement programs (each a "Program");
WHEREAS in connection with each Service, JSMS agrees to provide the equipment described in the Service
Attachment ("Equipment"); and
WHEREAS JSMS also agrees to provide Customer with access to certain proprietary technology (the
"System") to facilitate the back -end processing of notices issued to registered owner(s) of vehicles determined to
be violating a Program (each a "Notice of Violation"), 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 earlier of (i) the Activation Date of the
last installed camera system or (ii) the date that is six (6) months from the Effective Date, and shall continue
for a period of three (3) years (the "Initial Term"). Upon expiration of the Initial Term, Customer will have
the option to extend for one (1) two-year renewal term, at the Customer's sole option and discretion (the
"Renewal Term" and, together with the Initial Term, the "Term"), by providing JSMS with written notice of
same no less than thirty (30) days prior to the expiration of the Initial Term. Notwithstanding the foregoing,
any renewal of this Agreement shall be presented to the Mayor and City Commission as its own single item
and open for public comment during a regular or special commission meeting. The Renewal Term shall be
on the same terms and conditions as the Initial Term.
1.2. Termination by Agreement. This Agreement may be terminated at any time by the mutual written
agreement of JSMS and Customer.
1.3. Termination for Cause. Either party may terminate this Agreement or any Service Attachment, as
applicable, for cause if: (a) the other party has breached its obligations under the Agreement or the Service
Attachment, as applicable; (b) applicable state law is amended, or a state agency adopts a rule or other
requirement to prohibit or substantially restrict the operation of automated traffic law or code enforcement
systems described in a Service Attachment, including the Equipment and System being provided by JSMS;
or (c) any court of competentiurisdiction rules that the System, or other similar systems, violates applicable
law or cannot otherwise be used to enforce Notices of Violation. 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 or a Service Attachment, the
Docusign Envelope ID: F8117CE5-D20B-8F1C-80A7-3B0484BBB574
notice must provide the other party with an opportunity to cure the breach during such thirty (30) day
period following receipt of the notice. Notwithstanding the foregoing, in the event of termination based
upon (b) or (c) above, JSMS or Customer may suspend the Services described in such Service Attachment,
immediately upon the effective date of such amendment or ruling, as applicable.
1.4. TERMINATION BY CUSTOMER FOR CONVENIENCE. CUSTOMER MAY ALSO, THROUGH ITS CITY
MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THIS AGREEMENT AT ANY
'TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO JSMS OF SUCH TERMINATION, WHICH SHALL
BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY JSMS OF SUCH NOTICE.
ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED
BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO
A VERBAL OR WRITTEN NOTIFICATION TO JSMS, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER
THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A
GIVEN DATE. IF THE AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CUSTOMER, JSMS SHALL
RETAIN ANY PORTION OF JSMS' REVENUE SHARE (DEFINED IN SECTION 2.1) ATTRIBUTABLE TO SERVICES
SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE CUSTOMER
SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES AND TERMS ARISING OUT OF, OR BY
VIRTUE OF, THIS AGREEMENT.
1.5. Effect of Termination. 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 Services shall cease immediately. The following Sections of the
Agreement shall survive any termination or expiration of the Agreement: 1.5 (Effect of Termination), 1.6
(Removal of Equipment), 2 (Compensation), but only to the extent necessary to permit recovery of fees for
Services rendered prior to the Effective Date of Termination and for which payment remains outstanding,
3.8 (Storage of Violation Data), 5.2 (Ownership; Licenses), subject to the limitations set forth therein, 5.3
(Indemnification Obligations), 5.4 (Limitation of Liability), 5.10 (Applicable Law; Jurisdiction and Venue), and
5.15 (Notices). Notwithstanding the foregoing, unless otherwise prohibited by law, JSMS will continue to
process Program violations detected or issued pursuant to this Agreement prior to the Effective Date of
Termination until such violation is dismissed by Customer, payment is made, or judgment is entered by a
court. Neither party shall be liable for any termination fees.
1.6. Removal of EE uigment. Within forty-five (45) days following the Effective Date of Termination, JSMS shall
retrieve all Equipment from Customer. Customer shall not charge any storage fees for the Equipment
during this period; provided, however, that if the Equipment remain on the premises beyond such forty-
five (45) day period after all necessary permits for removal have been secured (provided ISMS immediately
applies for all necessary permits upon notice of termination or expiration and diligently pursues issuance
of all such permits), Customer may assess a storage fee of $100 per day thereafter until the Equipment is
removed. The Customer shall bear no burden, financial or otherwise, for the removal, disassembly or
relocation of any components, materials, devices, equipment, and/or related infrastructure already
installed, or planned for future installation for any reason or purpose, irrespective of the reason for said
equipment removal. Unless otherwise required by applicable law, this provision shall apply for any and all
requests by the Customer or any other third -party governmental agency that requires JSMS to remove or
disassemble the equipment upon the expiration/termination of this Agreement or for any other reason.
Notwithstanding the foregoing, JSMS and Customer may agree to leave some or all Equipment in place,
provided they reach mutual written agreement on the applicable terms and Customer obtains any
necessary internal approvals.
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2. COMPENSATION
2.1. Revenue._S�iare. In consideration for the Services, JSMS shall retain those amounts set forth in Exhibit B
attached hereto and incorporated herein ("JSMS' Revenue Share"). JSMS' Revenue Share shall be JSMS's
sole compensation for the Services. All costs and expenses associated with the supply, installation,
commissioning, operation, maintenance, repair, replacement, and removal of the Equipment and
maintenance of the System shall remain the responsibility of JSMS.
2.1.1. Invoicing. JSMS shall provide an itemized invoice to Customer on the 1" of each month
pursuant to Section 3.7.
2.2. Service Fees. In addition to JSMS' Revenue Share, JSMS may collect additional service fees from violators
(the "Service Fees"), as more particularly described in Exhibit A to this Agreement.
3. SCOPE OF SERVICES
3.1. JSMS Project Manager_ JSMS will designate one JSMS employee as Customer's principal contact at JSMS
("JSMS Project Manager").
3.2. Services, System OpgLation. JSMS shall perform the Services in accordance with the Business Rules, as
defined in Section 4.4. JSMS shall operate the System on a continuous, 24- hour basis, seven (7) days per
week, except for reasonable scheduled and unscheduled downtime, and Force Majeure as set forth in
Section 5.5. The System shall utilize commercially reasonable security protocols and shall be accessible by
Customer end -users over the internet through supported web browsers.
3.3. System Upgrades. In the event JSMS makes upgrades to the software or related performance capabilities
of the System generally available to its customers, JSMS will provide such upgrades without charge to
Customer.
3.4. Customer Personnel Training. On days and at times agreed by the parties, JSMS will provide training to
Customer personnel designated by Customer with respect to accessing and using the System at no
additional cost to Customer. JSMS may make available to Customer certain written materials to support
Customer personnel use of the System (the "Training Materials") at no additional cost to Customer.
3.5. Notices of Violation. Except for Notices of Violation issued by Customer personnel at the time of violation,
JSMS shall issue a Notice of Violation to the registered owner(s) of each vehicle identified by Customer
personnel as described in a Service Attachment, in a form and manner approved by Customer. With respect
to any registered owner(s), or an individual designated by a registered owner as the violator if permitted
by applicable law, who has not paid a Notice of Violation in a timely manner, JSMS may send additional
notices thereafter as further described in a Service Attachment. All Notices of Violation shall conform to s.
316.1896, Florida Statutes.
3.6, Payment Method Telephone Support. JSMS shall provide the registered owner(s) or designated
violator the opportunity to pay or contest a Notice of Violation using one of the following methods.- "by
web," "by telephone," and "by mail." To the extent permitted by applicable law, JSMS may pass through to
registered owners any reasonable credit card convenience fees imposed upon JSMS by its suppliers for
violations paid by credit card ("Credit Card Convenience Fee"). Registered owners may remit payment to
JSMS by mail in the form of a money order or check drawn upon a U.S. bank in order to avoid paying the
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Credit Card Convenience Fee. Customer shall have no obligation for the payment of any Credit Card
Convenience Fee, Additionally, JSMS 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.
3.7. Deposit of Fines .JSMS will collect Notice of Violation fines from those who voluntarily pay and shall have
authority to receive such payments and endorse checks, drafts, money orders and other negotiable
instruments which may be received as payment on Customer's behalf. JSMS will place such amounts in a
separate account with a banking institution approved by Customer ("Master Account"). The Master
Account shall be established in a manner which permits: (a) funds to be swept/transferred to a Customer -
designated bank account by JSMS; and (b) for the Customer to have viewing rights to the Master Account.
JSMS will remit receipts for Notice of Violation fines from the Master Account to the Customer -designated
bank account on or around the 1" and the 15" of each month, provided, however, that JSMS may deduct
from each funds sweep JSMS' Revenue Share. JSMS shall submit monthly invoices to the Customer setting
forth the applicable JSMS' Revenue Share and the City's Revenue Share, accompanied by a monthly
reconciliation report, as set forth in Exhibit C, based on system data such as the number of violations issued,
processed, and paid.
3.8. Storage of Violation Data. Upon request by Customer, JSMS must provide to Customer all necessary
documentation of certifications, citations, self -tests, maintenance logs, and any other evidence needed for
court and/or legal proceedings. Notwithstanding the foregoing, in accordance with Section 316,1896,
Florida Statutes, any recorded video or photograph obtained through the use of a speed detection system
must be destroyed within 90 days after the final disposition of the recorded event; provided, however, that
if such law is amended to alter the applicable retention period, JSMS shall comply with the retention period
as amended. JSMS shall provide the Customer with written notice by December 31 of each year that such
records have been destroyed in accordance with Florida law.
3.9. NLETS (CIS) Requirements. All authorized JSMS or subcontractor personnel reviewing vehicle information
database or other program obtained via the National Law Enforcement Telecommunications System
("NLETS") on behalf of Customer shall comply with all applicable federal, state and NLETS requirements.
3,10. Reports. The System shall include functionality that permits Customer to run reports with regard to the
functioning of the System, including but not limited to the number of Notices of Violation issued and
paid, the aggregate amounts paid by registered owners or designated violators, the number of contested
Notices of Violation, the amount of scheduled and unscheduled downtime of the System, and such other
data as set forth in a Service Attachment or reasonably requested by Customer. Notwithstanding the
foregoing, JSMS shall provide quarterly reports to Customer containing the following: (a) the number of
Notices of Violation issued and paid, (b) the aggregate amounts paid by registered owners or designated
violators, (c) the number of contested Notices of Violation, (d) the amount of scheduled and unscheduled
downtime of the System, and (e) such other data as set forth in a Service Attachment or reasonably
requested by Customer. JSMS shall deliver these quarterly reports to Customer on January 151', April 15'',
July 1511 and October 1516.
3.11. Public_Awargngss. JSMS shall assist and support Customer's efforts in public education and awareness
programs, by providing information including, but not limited to, violation statistics and violation statistic
improvements. Upon execution of this Agreement, JSMS shall promptly provide Customer with a pamphlet
that Customer may reproduce and distribute to Customer residents (each a "Pamphlet"). The Pamphlet,
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which may be customized to include branding provided by Customer, shall include a description of the
operation of the System in non -technical terms.
3.12. Insurance. ISMS shall, during the Term of this Agreement, maintain insurance coverage in at least the
minimum amounts set forth in this Section 3.12.
3.12.1. Workers' Compensation and Employer's Liability with limits not less than:
Workers' Compensation: Statutory
Employer's Liability: $1,000,000 ea. accident -injury
$1,000,000 ea. employee -disease
$1,000,000 disease -policy
This insurance shall provide that coverage applies to the state in which Customer is located.
3.12.2. 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.
3.12.3. Comprehensive General Liability with limits not less than $1,000,000 Bodily Injury and Property
Damage Combined Single Limit.
3.12.4. 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 Sections 3.12.1
through 3.12.3 above.
3.12.5. Professional Liability (Errors & Omissions) Insurance appropriate to the JSMS' profession, with limit
no less than $1,000,000 per occurrence, and $2,000,000 general aggregate.
3,12.6.Contractors' Pollution Legal Liability (if project involves environmental hazards), with limits no less
than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
3.12.7.Installation Floater Insurance against damage or destruction of the materials or equipment in transit
to, or stored on or off the project site(s), which is to be used (installed into a building or structure)
in the System. Customer shall be named as a loss payee on this policy, as its interest may appear.
This policy shall remain in force until acceptance of the System by Customer.
3.13. Additional Insured - Customer must be included by endorsement as an additional insured with respect
to all liability policies (except Professional Liability and Workers' Compensation) arising out of work or
operations performed on behalf of the contractor including materials, parts, or equipment furnished in
connection with such work or operations and automobiles owned, leased, hired or borrowed in the form
of an endorsement to the contractor's insurance.
3.14. Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be
cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services.
3.15. Waiver of Subrogation - JSMS agrees to obtain any endorsement that may be necessary to affect the
waiver of subrogation on the coverages required. However, this provision applies regardless of whether
Customer has received a waiver of subrogation endorsement from the insurer.
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3.16. Acceptability of Insurers Insurance must be placed with insurers with a current A.M. Best rating of A:VII
or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA,
FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in
the State of Florida.
3.17, Verification of Coverage - JSMS shall furnish Customer with original certificates and amendatory
endorsements, or copies of the applicable insurance language, effecting coverage required by this
Agreement. All certificates and endorsements are to be received and approved by Customer before work
commences. However, failure to obtain the required documents prior to the work beginning shall not
waive the 1SMS's obligation to provide them. Customer reserves the right to require complete, certified
copies of all required insurance policies, including endorsements, required by these specifications, at any
time.
CERTIFICATE HOLDER MUST READ:
City of Miami Beach
c/o Exigis Insurance Compliance Services
P.O. Box 947 Murrieta, CA 92564
Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent,
EXIGIS, at:
,CggificAtes. mia.mibeach P ris kworks com
3.18. Special Risks or Circumstances - Customer reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Compliance with the foregoing requirements shall not relieve ISMS of its liability and obligation under this
section or under any other section of this Agreement.
3.19 Additional Services. Similar additional services not specifically identified in this Agreement may be added
to, or deleted from, the Agreement upon the parties' successful negotiations and mutual consent, memorialized in
the form of an amendment to the Agreement, executed by the Customer and JSMS. Similar additional services could
include Redlight, sound detection and distracted driving enforcement.
3.20 Automated License Plate Reader; Terms. JSMS will provide ALPR systems fret of charge for the Initial Term
and any subsequent Renewal Term.
4. CUSTOMER RESPONSIBILITIES
4.1. Customer Project Manager. Customer will designate one Customer employee as JSMS's principal contact
at Customer ("Customer Project Manager").
4.2. Cooperation. To the extent required under this Agreement and in any Service Attachments attached
hereto, Customer will cooperate with JSMS during all aspects of the planning, installation, implementation,
and operation of the Equipment and the System and perform any other Customer obligations set forth in
this Agreement and in any Service Attachments attached hereto.
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4.3. Access_ to..lnformation rv_ices. To the extent required by NLETS or other data provider agreed by the
parties, Customer will provide written authorization (in a form reasonably acceptable to Customer) for JSMS
to perform motor vehicle ownership inquiries on behalf of Customer.
4.4. Business Rules. Custorer will establish and document certain Program parameters as reasonably
requested by JSMS (as may be amended from time to time, the "Business Rules"). Customer will provide
JSMS with at least sixty (60) days' written notice of any proposed changes to the Business Rules. Business
Rules shall be deemed Program Data, as defined in Section 5.2.1.
5. GENERAL PROVISIONS
5.1. Representations and Warranties.
5.1.1. JSMS represents and warrants that at all times during the Term:
a. it has the legal power to enter into the Agreement and any Service Attachment;
b. the Equipment will conform with all written specifications provided by JSMS to Customer;
c. with respect to the performance of the Services contemplated herein, JSMS shall exercise that
degree of skill, care, efficiency and diligence normally exercised by reasonable persons and/or
recognized professionals with respect to the performance of comparable work and/or services;
d. it will perform the Services in compliance with all applicable federal, state, and local laws
including, without limitation, Chapter 316, Florida Statutes; Article XII of the Miami Beach City
Code; 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 Customer or with any other unit of state or local
government as a result of (i) a delinquency in the payment of any tax administered by the
Department of Revenue in the state in which Customer is located unless JSMS is contesting, in
accordance with the procedures established by the appropriate revenue act, its liability for the
tax or the amount of the tax, (ii) any finding of recovery made against JSMS by the Auditor of
such state or (iii) any other legal prohibition or disqualification;
f. the only persons, firms, or corporations interested in this Agreement as principals are those
disclosed to Customer prior to the execution of this Agreement and that this Agreement is
made without collusion with any other person, firm, or corporation;
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. JSMS further represents
and warrants to Customer that JSMS 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;
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h. it will perform the Services in compliance with the Florida Department of Transportation (FDOT)
School Zone Speed Detection System Placement and Installation Specifications; and
i. it has legal ownership or has secured the right to use the Equipment required under a Service
Attachment.
5.1.2. Customer represents and warrants that at all times during the Term:
a. and to the best of Customer's knowledge, it has the legal power to enter into the Agreement
and that it has complied with any and all applicable federal, state, and local procurement
requirements in connection therewith;
b. and to the best of Customer's knowledge, it has the legal right to grant the licenses set forth in
Section 5.2; and
c. it will establish Business Rules, and utilize the Services and the System, in compliance with all
applicable federal, state, and local laws.
5.1.3. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 5.1:
a. THE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TOTHE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF
TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
b. JSMS MAKES NO WARRANTY THAT THE SERVICES, THE EQUIPMENT OR THE SYSTEM WILL
MEET CUSTOMER'S REQUIREMENTS, OR THAT THE SERVICES AND SYSTEMS WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES JSMS MAKE ANY WARRANTY
AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, THE
EQUIPMENT OR THE SYSTEM. THE PROGRAM DATA AND PROGRAM MATERIALS ARE
PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.
5.2. Ownership Licenses.
5.2.1. Program Data. Customer shall retain all right, title and interest in and to any information, data,
study findings, or report content created by JSMS related specifically to the Program or its operation
("Program Data"). Customer grants to JSMS: (a) a non-exclusive, worldwide, royalty -free, fully paid
up, sublicensable, non-transferrable right and license during the Term to copy, distribute, display
and create derivative works of and use Program Data solely to perform the Services; and (b) a non--
exclusive, worldwide, royalty -free, fully paid up, right and license to use Program Data solely in an
aggregated, de -identified and/or anonymized format such that Customer, its personnel and
violators are not identified, in order to evaluate and enhance JSMS' systems and services. JSMS and
its affiliates may identify Customer as an entity utilizing the Services and the System in its marketing
materials, including but not limited to its website and proposals to perform the same or similar
Services for others, subject to JSMS securing the prior written consent of the City Manager prior to
disseminating such marketing materials. Additionally, Custorer reserves the right to revoke said
consent at any time, upon providing JSMS with written notification from the City Manager,
requesting that JSMS remove any such references from any such marketing materials. Additionally,
in the event that the City Manager determines that the licenses granted herein to JSMS are not being
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used in accordance with this Agreement, the City Manager reserves the right to revoke any of these
licenses by providing JSMS with written notification of said revocation.
5.2.2. Program. Materials. JSMS shall retain all right, title and interest in and to any information, data,
software (including with respect to any System integration performed by or on behalf of ISMS),
ternplates, studies, reports, or other documents, including Training Materials, Pamphlets, and other
materials used generally by JSMS in performing services for its clients ("Program Materials"). JSMS
grants to Customer a non-exclusive, royalty -free, fully paid up, non-sublicensable, non-transferrable
right and license during the Term to create a limited number of copies, distribute, display, and create
derivative works of and use, Program Materials solely by its authorized personnel for Customer's
internal use in connection with the Services.
5.2.3. Customer Marks. Customer hereby grants to JSMS and its affiliates a non-exclusive, non-
transferable, sublicensable, license during the Term to use, reproduce, display, and distribute the
Customer name, seal, logo, domain name and other marks owned or controlled by Customer
("Customer Marks") solely in connection with the Program Materials and as otherwise required in
connection with the performance of the Services; provided, however, that any such use shall be
subject to the City Manager's prior written consent. JSMS will provide Customer the opportunity to
review and approve all uses of the Customer Marks, including, but not limited to, review of any
template materials with Customer Marks. Nothing in this Agreement grants the Customer any right
to use the name, logo, or other marks of JSMS or its affiliates except as incorporated in Program
Data and Program Materials, or otherwise with the prior written consent of JSMS.
5.2.4. Patent Rights Copyright and Confidential Findings Notwithstanding anything to the contrary in
this Agreement, any work product arising out of this Agreement, as well as all information
specifications, processes, data and findings, are intended to be the property of the Customer and
shall not otherwise be made public and/or disseminated by JSMS, without the prior written consent
of the City Manager, excepting any information, records etc. which are required to be disclosed
pursuant to Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the Customer, and shall not be
subject to any application for copyright or patent by or on behalf of the JSMS or its employees or
sub -consultants, without the prior written consent of the City Manager.
5.3. Indemnification Obligations.
5.3.1. JSMS agrees to indemnify, defend and hold harmless the Customer and its officers, employees,
agents, and contractors, from and against any and all actions (whether at law or in equity), claims,
liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal,
economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be
alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of JSMS,
its officers, employees, agents, contractors, or any other person or entity acting under JSMS's
control or supervision, in connection with, related to, or as a result of the JSMS's performance of
the Services pursuant to this Agreement. To that extent, JSMS shall pay all such claims and losses
and shall pay all such costs and judgments which may issue from any lawsuit arising from such
claims and losses, and shall pay all costs and attorneys' fees expended by the Customer in the
defense of such claims and losses, including appeals. JSMS expressly understands and agrees that
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any insurance protection required by this Agreement or otherwise provided by JSMS shall in no
way limit JSMS's responsibility to indemnify, keep and save harmless and defend the Customer or
its officers, employees, agents and instrumentalities as herein provided.
5.3.2. The parties agree that one percent (1%) of the total compensation to JSMS for performance of the
Services under this Agreement is the specific consideration from the Customer to JSMS for 1SMS's
indemnity agreement. The provisions of this Section 5.3 and of this indemnification shall survive
termination or expiration of this Agreement.
5.3.3. In the event of any third -party claim, action, or demand for which Customer seeks indemnification
from JSMS pursuant to this Section 5.3 (each a "Claim"), Customer must give JSMS written notice
of such Claim promptly after Customer first becomes aware of it. JSMS will have the right to choose
counsel to defend against the Claim at its sole expense (subject to approval of such counsel by
Customer, which approval may not be unreasonably withheld, conditioned, or delayed) and to
control and settle the Claim. Additionally, at Customer's option, Customer will have the right to
participate in the defense of the Claim at its sole expense.
Nothing contained in this Section or elsewhere in this Agreement is in any way intended to be a
waiver of Customer's sovereign immunity or of the limitation placed upon Customer's liability, as
set forth in Section 768.28, Florida Statutes.
5A, Limitation Of Liability.
5.4.1. The Customer desires to enter into this Agreement only if in so doing the Customer can place a
limit on the Customer's liability for any cause of action, for money damages due to an alleged
breach by the Customer of this Agreement, so that its liability for any such breach never exceeds
the sum of $10,000. JSMS hereby expresses its willingness to enter into this Agreement with JSMS's
recovery from the Customer for any damage action for breach of contract to be limited to a
maximurn amount of $10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, JSMS hereby
agrees that the Customer shall not be liable to JSMS for damages in an amount in excess of $10,000
for any action or claim for breach of contract arising out of the performance or non-performance
of any obligations imposed upon the Customer by this Agreement.
Nothing contained in this Section or elsewhere in this Agreement is in any way intended to be a
waiver of Customer's sovereign immunity or of the limitation placed upon Customer's liability, as
set forth in Section 768.28, Florida Statutes.
5.5, Force-Maieure.
5.5.1. A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of JSMS or the
Customer's obligations under the Agreement, and (ii) is beyond the reasonable control of such party
unable to perform the obligation, and (iii) is not due to an intentional act, error, omission, or
negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such
party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure
may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes,
strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force
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Majeure shall not include technological impossibility, inclement weather, or failure to secure any of
the required permits pursuant to the Agreement.
5.5.2. If the Customer or JSMS's performance of its contractual obligations is prevented or delayed by an
event believed by to be Force Majeure, such party shall immediately, upon learning of the occurrence
of the event or of the commencement of any such delay, but in any case within fifteen (15) business
days thereof, provide notice: (i) of the occurrence of event of Force Majeure, (ii) of the nature of the
event and the cause thereof, (iii) of the anticipated impact on the Agreement, (iv) of the anticipated
period of the delay, and (v) of what course of action such party plans to take in order to mitigate the
detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure
event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of
such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in
fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on
the requesting party.
5.5.3. No party hereto shall be liable for its failure to carry out its obligations under the Agreement during
a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such
obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure
event shall be of no greater scope and no longer duration than is required. The party shall use its
reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations
are not affected or are only partially affected by the Force Majeure event, and to correct or cure the
event or condition excusing performance and otherwise to remedy its inability to perform to the
extent its inability to perform is the direct result of the Force Majeure event with all reasonable
dispatch.
5.5.4.Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event,
causing the suspension of performance, shall not be excused as a result of such occurrence unless
such occurrence makes such performance not reasonably possible. The obligation to pay money in a
timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure
event shall not be subject to the Force Majeure provisions.
5.5.5. Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure
occurrence, the Customer may, at the sole discretion of the City Manager, suspend the Customer's
payment obligations under the Agreement, and may take such action without regard to the notice
requirements herein. Additionally, in the event that an event of Force Majeure delays a party's
performance under the Agreement for a time period greater than ninety (90) days, the Customer may,
at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written
notice to JSMS of such termination. If the Agreement is terminated pursuant to this section, JSMS
shall be paid for any Services satisfactorily performed up to the date of termination; following which
the Customer shall be discharged from any and all liabilities, duties, and terms arising out of, or by
virtue of, this Agreement. In no event will any condition of Force Majeure extend this Agreement
beyond its stated term.
5.6. Relationship Between JSMS and Customer. JSMS 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.
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5.7. A1gc nmegt-Transfer or_$Vbconsultitl . JSMS shall not subcontract, assign, or transfer all or any portion
of any work and/or service under this Agreement without the prior written consent of the City Manager,
which consent, if given at all, shall be in the City Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as approved
pursuant to this section, and any attempt to make such assignment (unless approved) shall be void.
5.8. Intentionally deleted.
Intentionally deleted.
5.9. Applicable Law: Jurisdiction and Venue. This Agreement shall be construed in accordance with the laws
of the State of Florida. This Agreement shall be enforceable in Miami Dade County, Florida, and if legal
action is necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for the enforcement of same shall lie in Miami -Dade County, Florida. By entering
into this Agreement, JSMS and the Customer expressly waive any rights either party may have to a trial by
jury of any civil litigation related to or arising out of this Agreement.
5.10. Entire Agreement: Amendment. The Customer and JSMS agree that this is the entire agreement
between the parties. This Agreement supersedes all prior negotiations, correspondence, conversations,
agreements or understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not contained in
this document. Title and paragraph headings are for convenient reference and are not intended to confer
any rights or obligations upon the parties to this Agreement. This Agreement cannot be modified or
amended without the express written consent of the parties. No modification, amendment, or alteration
of the terms or conditions contained herein shall be effective unless contained in a written document
executed with the same formality and of equal dignity herewith.
5.11. 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 electronic mail) is considered an
original.
5.12. Enforceability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder
of this Agreement shall not be affected and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
5.13. Waiver. A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such
provision or modification of this Agreement. A party's waiver of any breach of a provision of this
Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a
modification of the terms of this Agreement.
5.14. Notices. All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of JSMS and the City listed below or may be mailed by U.S. Certified
Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service.
Until changed by notice, in writing, all such notices and communications shall be addressed as follows:
TO JSMS: Finbarr O'Carroll
President, JSMS Americas
Jenoptik Smart Mobility Solutions, 1117
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16490 Innovation Drive
Jupiter, Florida 33478
TO CUSTOMER: City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Manager
With a copy to: City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Attorney
Notice may also be provided to any other address designated by the party to receive notice if such alternate
address is provided via U.S. certified mail, return receipt requested, hand delivered, or by overnight delivery.
In the event an alternate notice address is properly provided, notice shall be sent to such alternate address
in addition to any other address which notice would otherwise be sent, unless other delivery instruction as
specifically provided for by the party entitled to notice.
Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the date of
receipt or refusal,
5.5. Joint Preparation. The parties hereto acknowledge that they have sought and received whatever
competent advice and counsel as was necessary for them to form a full and complete understanding of
all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the
parties, the language has been agreed to by parties to express their mutual intent and the resulting
document shall not, solely as a matter of judicial construction, be construed more severely against one of
the parties than the other.
5.6. Public Entity Crimes. Prior to commencement of the Services, JSMS shall file a State of Florida Form PUR
7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City
of Miami Beach Procurement Department.
5.7. No Discrimination. In connection with the performance of the Services, the ISMS shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color,
national origin, sex, age, disability, religion, income or family status,
Additionally, JSMS shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in
Chapter 62 of the Miami Beach City Code, as may be amended from time to time, prohibiting discrimination
in employment (including independent contractors), housing, public accommodations, public services, and
in connection with its membership or policies because of actual or perceived race, color, national origin,
religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, hair texture and/or hairstyle, domestic partner status, labor organization
membership, familial situation, or political affiliation.
5.8. Conflict of interest. JSMS herein agrees to adhere to and be governed by all applicable Miami -Dade
County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami -Dade County Code,
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as may be amended from time to time; and by the City of Miami Beach Charter and Code, as may be
amended from tirne to time; both of which are incorporated by reference as if fully set forth herein.
JSMS covenants that it presently has no interest and shall not acquire any interest, directly or indirectly,
which could conflict in any manner or degree with the performance of the Services. JSMS further covenants
that in the performance of this Agreement, ISMS shall not employ any person having any such interest.
5.9. Audit and Inspections. Upon reasonable verbal or written notice to JSMS, and at any time during normal
business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized holidays), and
as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there
shall be made available to the City Manager, and/or such representatives as the City Manager may deem
to act on the Customer's behalf, to audit, examine, and/ or inspect, any and all other docurents and/or
records relating to all matters covered by this Agreement. JSMS shall maintain any and all such records
at its place of business at the address set forth in the "Notices" section of this Agreement.
5.10. Inspector General Audit Rights. For purposes of this Section 5.10, the term "City' shall mean the City of
Miami Beach or Customer, and the term "Consultant" shall mean JSMS.
5.10.1. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the
Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections
and investigations on all City contracts, throughout the duration of said contracts. This random
audit is separate and distinct from any other audit performed by or on behalf of the City.
5.10.2. The Office of the Inspector General is authorized to investigate City affairs and empowered to
review past, present and proposed City programs, accounts, records, contracts and transactions.
In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require
the production of witnesses and monitor City projects and programs. Monitoring of an existing
City project or program may include a report concerning whether the project is on time, within
budget and in conformance with the contract documents and applicable law. The Inspector
General shall have the power to audit, investigate, monitor, oversee, inspect and review operations,
activities, performance and procurement process including but not limited to project design, bid
specifications, (bid/proposal) submittals, activities of the Consultant, its officers, agents and
employees, lobbyists, City staff and elected officials to ensure compliance with the contract
documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the
City is allocating a percentage of its overall annual contract expenditures to fund the activities and
operations of the Office of Inspector General.
5.10.3. Upon ten (10) days written notice to the Consultant, the Consultant shall make all requested
records and documents available to the Inspector General for inspection and copying. The
Inspector General is empowered to retain the services of independent private sector auditors to
audit, investigate, monitor, oversee, inspect and review operations activities, performance and
procurement process including but not limited to project design, bid specifications, (bid/proposal)
submittals, activities of the Consultant its officers, agents and employees, lobbyists, City staff and
elected officials to ensure compliance with the contract documents and to detect fraud and
corruption.
5,10.4. The Inspector General shall have the right to inspect and copy all documents and records in the
Consultant's possession, custody or control which in the Inspector General's solejudgment, pertain
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to performance of the contract, including, but not limited to original estimate files, change order
estimate files, worksheets, proposals and agreements frorn and with successful subcontractors and
suppliers, all project -related correspondence, memoranda, instructions, financial documents,
construction documents, (bid/proposal) and contract documents, back -change documents, all
documents and records which involve cash, trade or volume discounts, insurance proceeds,
rebates, or dividends received, payroll and personnel records and supporting documentation for
the aforesaid documents and records.
5.10.5. The Consultant shall make available at its office at all reasonable times the records, materials, and
other evidence regarding the acquisition (bid preparation) and performance of this Agreement,
for examination, audit, or reproduction, until three (3) years after final payment under this
Agreement or for any longer period required by statute or by other clauses of this Agreement. In
addition:
a) If this Agreement is completely or partially terminated, the Consultant shall make
available records relating to the work terminated until three (3) years after any resulting final
termination settlement; and
b) The Consultant shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such appeals,
litigation, or claims are finally resolved.
5.10.6. The provisions in this section shall apply to the Consultant, its officers, agents, employees,
subcontractors and suppliers. The Consultant shall incorporate the provisions in this section in all
subcontracts and all other agreements executed by the Consultant in connection with the
performance of this Agreement.
5.10.7. Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they be
construed to impose any liability on the City by the Consultant or third parties.
s.11. JSMS's Compliance with Florida Public Records Law.
(A) JSMS shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be
amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12), which means all
documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing
software, or other material, regardless of the physical form, characteristics, or means of transmission,
made or received pursuant to law or ordinance or in connection with the transaction of official business
of the City of Miami Beach.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the JSMS meets the definition of "Contractor"
as defined in Section 119.0701(1)(a), the JSMS shall:
(1) Keep and maintain public records required by the Customer to perform the service;
(2) Upon request from the Customer's custodian of public records, provide the
Customer with a copy of the requested records or allow the records to be inspected or copied within
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a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes 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 Agreement if the JSMS does not transfer the records
to the Customer;
(4) Upon completion of the Agreement, transfer, at no cost to the Customer, all public
records in possession of the JSMS or keep and maintain public records required by the Customer to
perform the service.. If the JSMS transfers all public records to the Customer upon completion of the
Agreement, the JSMS shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the JSMS keeps and maintains public records
upon completion of the Agreement, the JSMS shall meet all applicable requirements for retaining
public records. All records stored electronically must be provided to the Customer, upon request from
the Customer's custodian of public records, in a format that is compatible with the information
technology systems of the Customer.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the Customer's contract for
services must be made directly to the Customer. If the Customer does not possess the requested
records, the Customer shall immediately notify the JSMS of the request, and the JSMS must provide the
records to the Customer or allow the records to be inspected or copied within a reasonable time.
(2) JSMS's failure to comply with the Customer's request for records shall constitute a
breach of this Agreement, and the Customer, at its sole discretion, may: (i) unilaterally terminate the
Agreement; (ii) avail itself of the remedies set forth under the Agreement; and/or (iii) avail itself of any
available remedies at law or in equity.
(3) A JSMS who fails to provide the public records to the Customer within a reasonable
time may be subject to penalties under s. 119,1 .
(E) CIVIL ACTION.
(1) If a civil action is filed against a JSMS to compel production of public records
relating to the Customer's contract for services, the court shall assess and award against the JSMS the
reasonable costs of enforcement, including reasonable attorneys' fees, if:
a. The court determines that the JSMS unlawfully refused to comply with the public
records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written notice of
the public records request, including a statement that the JSMS has not complied with the
request, to the Customer and to the JSMS.
(2) A notice complies with subparagraph (1)(b) if it is sent to the Customer's
custodian of public records and to the JSMS at the JSMS's address listed on its contract with the
Customer or to the JSMS's registered agent. Such notices must be sent by common carrier delivery
service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by
the sender and with evidence of delivery, which may be in an electronic format.
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(3) A JSMS who complies with a public records request within 8 business days after
the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF JSMS HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, OR AS TO THE JSMS' DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO MIAMIBEACHFL.GOV
PHONE: 305-673-7411
5.12. E-VERIFY
(A) To the extent that JSMS provides labor, supplies, or services under this Agreement, JSMS shall comply
with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify Statute"), as may be amended
from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, JSMS shall register
with and use the E-Verify system to verify the work authorization status of all newly hired employees
during the Term of the Agreement. Additionally, JSMS shall expressly require any subcontractor
performing work or providing services pursuant to the Agreement to likewise utilize the U.S.
Department of Homeland Security's E-Verify system to verify the employment eligibility of all new
employees hired by the subcontractor. If JSMS enters into a contract with an approved subcontractor,
the subcontractor must provide the JSMS with an affidavit stating that the subcontractor does not
employ, contract with, or subcontract with an unauthorized alien. JSMS shall maintain a copy of such
affidavit for the duration of this Agreement or such other extended period as may be required under
this Agreement.
(B) TERMINATION RIGHTS.
(1) If the Customer has a good faith belief that JSMS has knowingly violated Section
448.09(1), Florida Statutes, which prohibits any person from knowingly employing, hiring, recruiting, or
referring an alien who is not duly authorized to work by the immigration laws or the Attorney General of
the United States, the Customer shall terminate this Agreement with JSMS for cause, and the Customer shall
thereafter have or owe no further obligation or liability to JSMS.
(2) If the Customer has a good faith belief that a subcontractor has knowingly violated
the foregoing Subsection 5.2(A), but the JSMS otherwise complied with such subsection, the Customer will
promptly notify the JSMS and order the JSMS to immediately terminate the contract with the
subcontractor. 1SMS`s failure to terminate a subcontractor shall be an event of default under this
Agreement, entitling Customer to terminate this Agreement for cause.
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(3) A contract terminated under the foregoing Subsection (B)(1) or (13)(2) is not in
breach of contract and may not be considered as such.
(4) The Customer or JSMS or a subcontractor may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (13)(1) or (13)(2) no later than 20
calendar days after the date on which the contract was terminated.
(5) If the Customer terminates the Agreement with JSMS under the foregoing
Subsection (B)(1), JSMS may not be awarded a public contract for at least 1 year after the date of termination
of this Agreement.
(6) JSMS is liable for any additional costs incurred by the Customer as a result of the
termination of this Agreement under this Section 5.12.
5.13. JSMS's Compliance with Anti-Wuman._Traffickiny Laws, JSMS agrees to comply with Section 787.06,
Florida Statutes, as may be amended from time to time, and has executed the Anti -Human Trafficking
Affidavit, containing the certification of compliance with anti -human trafficking laws, as required by
Section 787.06(13), Florida Statutes, a copy of which is attached hereto as Exhibit E.
5.14. _Prohibition on Contractina with a Business Engaging in a.Boycott. JSMS warrants and represents that
it is not currently engaged in, and will not engage in, a boycott, as defined in Section 2-375 of the Miami
Beach City Code. In accordance with Section 2--375.1(2)(a) of the Miami Beach City Code, JSMS hereby
certifies that JSMS is not currently engaged in, and for the duration of the Agreement, will not engage in
a boycott of Israel.
5.15. Prohibition on Contracting with an Individual or Entity Which Has Performed Services for
Compensation to.._a,._Candidate for City Elected...Office. JSMS warrants and represents that, within two
(2) years prior to the Effective Date, JSMS has not received compensation for services performed for a
candidate for City of Miami Beach elected office, as contemplated by the prohibitions and exceptions of
Section 2-379 of the Miami Beach City Code.
For the avoidance of doubt, the restrictions on contracting with the Customer pursuant to Section 2-
379 of the Miami Beach City Code shall_ not gpply to the following:
(a) Any individual or entity that provides goods to a candidate for office,
(b) Any individual or entity that provides services to a candidate for office if those same services are
regularly performed by the individual or entity in the ordinary course of business for clients or
customers other than candidates for office. This includes, without limitation, banks, telephone or
internet service providers, printing companies, event venues, restaurants, caterers, transportation
providers, and office supply vendors.
(c) Any individual or entity which performs licensed professional services (including for example, legal
or accounting services).
5.16. Prohibition Against Contractina with Fareipn Gauntries of Concern when an Individual's Personal
Identifying Information Mn Be Accessed. JSMS hereby agrees to comply with Section 287.138, Florida
Statutes, as may be amended from time to time, which states that as of January 1, 2024, a governmental
entity may not accept a bid on, a proposal for, or a reply to, or enter into, a contract with an entity which
would grant the entity access to an individual's personal identifying information (PII), unless the entity
provides the governmental entity with an affidavit signed by an officer or representative of the entity
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under penalty of perjury attesting that the entity does not meet any of the criteria in Paragraphs 2(a)-(c)
of Section 287.138, Florida Statutes: (a) the entity is owned by a government of a foreign country of
concern; (b) the government of a foreign country of concern has a controlling interest in the entity; or (c)
the entity is organized under the laws of or has its principal place of business in a foreign country of
concern (each a "Prohibited Entity"). A foreign country of concern is defined in Section 287.138 (1)(c),
Florida Statutes, as may be amended from time to time, as the People's Republic of China, the Russian
Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba,
the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or any
other entity of significant control of such foreign country of concern. Additionally, beginning July 1, 2025,
a governmental entity may not extend or renew a contract with a Prohibited Entity. ISMS warrants and
represents that it does not fall within the definition of a Prohibited Entity, and as such, has caused an
authorized representative of ISMS to execute the "Prohibition Against Contracting with Entities of Foreign
Countries of Concern Affidavit", incorporated herein by reference and attached hereto as Exhibit F.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, ISMS and Customer have caused this Agreement to be executed by their properly
authorized representatives as of the Effective Date.
Agreed to:
Agreed to:
Jenoptik Smart Mobility Solutions, LLC
The City of Miami Beach, Florida
cG� j�
P""- (!��
By.
By. ... . .... ------
Finbarr O'Carroll, President
Eric T. Carpenter, City Manager
Date: 4/7/2026
Date:
Attested to:
Attested to:
Authorized signature
Ra ael E. Granado, City Clerk
Jeri Andersen/Secretary
REGIS BARBOU
Name (type or print):
MAY O 7 ZOZ6 ,,,..
Date: 4/7/2026
Date:
IN(ORP ORATE
Ci ro
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
1IT
ice^(BAq/;0'Z
�crCity Attorney r°.: Date
Docusign Envelope ID: F8117CE5-D20B-8F1C-80A7-3B0484BBB574
EXHIBIT A
Automated Traffic Enforcement
Scope of Services
Service Attachment
This Automated Traffic Enforcement Service Attachment ("Service Attachment"), together with the Request for
Proposals ("RFP") and all amendments thereto issued by the Customer in contemplation of this Agreement (the
"Proposal Documents"), are hereby incorporated into and made a part of this Agreement; provided, however that
in the event of an express conflict between the documents, the order of precedence shall be as follows: (1) this
Service Attachment, but solely with respect to the Services described herein; (2) the Master Services Agreement, and
(3) the Proposal Documents. All capitalized terms not otherwise defined herein shall have the meaning given such
terms in the Master Services Agreement.
1. REVENUE SHARE
1.1. Speed Enforcement Services. ISMS shall retain $12.00 (twelve dollars) per paid citation of all Notice of
Violation fines collected by or on behalf of JSMS pursuant to Section 3.7 of the Master Services Agreement
(not including Credit Card Convenience Fees, if any). JSMS shall maintain, for the entirety of any renewal
period, the same JSMS' Revenue Share, terms, and conditions included within the Master Services
Agreement. All Credit Card Convenience Fees shall be paid by violator. As more particularly described in
Section 3.7 of the Master Services Agreement, the City shall receive $48.00 (forty-eight dollars) per paid
citation of all Notice of Violation fines collected by or on behalf of JSMS (the "City's Revenue Share").
2. SERVICE FEES
2.1. Subseggent Notice Fee. For each second Subsequent Notice (defined in Section 2.7 of this Service
Attachment) sent by JSMS, and any necessary notices sent thereafter at Customer's request, a fee equal to
Six Dollars and 00/100 ($6.50) (a "Subsequent Notice Fee"). Any Subsequent Notice Fees shall paid by
violator.
2.2. Credit Card Convenience Fees. This shall have the meaning given to it in Section 3.6 of the Master Services
Agreement. All Credit Card Convenience Fees shall be paid by violator.
3. SCOPE OF SERVICES
3.1. EquiRment. JSMS shall install, operate, and maintain a minimum of sixteen (16) fixed location traffic
enforcement camera systems (each a "Camera"), with potential additional locations to be determined at a
later date by the City Manager, in the City Manager's sole discretion, to be installed at the sole cost of
JSMS, in accordance with JSMS' standard installation and maintenance practices. A list of the initial
locations for Cameras is incorporated herein by reference and attached hereto as Exhibit "A-1".
3.2. Camera Installation. Camera -Pole . JSMS will install Cameras at locations approved by the City Manager
on Customer -owned or controlled poles at enforcement locations mutually agreed by JSMS and Customer
based upon community safety considerations. In the event that there is no feasible pole located at an
identified location, Customer may elect to install a pole as described in Section 5.3 of this Service
Attachment, or JSMS will install a pole at such location subject to the additional terms and conditions
set forth in Exhibit D (each a "Camera Pole").
Docusign Envelope ID: F8117CE5-D20B-8F1C-80A7-3B0484BBB574
3.3. Relocation by JSMS Customer may remove and/or relocate a Camera once during the Initial Term or
any Renewal Term at no cost to Customer as long as any relocation does not require the installation of a
Camera Pole. Upon ten (10) days prior written notice from Customer, JSMS will remove and/or relocate a
Camera to a new location identified by Customer.
3.4. Relocation Training. Customer may elect to have JSMS train one (1) or more Customer personnel in
how to remove and/or relocate an installed Camera to a new location, including how to attach and align
the Camera, as well as how to coordinate with JSMS personnel for necessary technical adjustments for a
new Camera location. Once Customer designees have completed such training, upon seven (7) days prior
written notice from Customer, such designees may remove and/or relocate a Camera on a mutually
agreed date and time in accordance with such training to a location with a viable Camera Pole. Customer
shall be responsible for any damage to a JSMS Camera incurred during any relocation by Customer.
Notwithstanding completion of such training by Customer's designees, Customer shall not be required to
perform any removal or relocations of the Cameras, and may require that JSMS perform such removal
and/or relocation work.
3.5. 24-Hour Operation. JSMS shall operate the Equipment on a continuous, 24-hour basis, seven,(7) days
per week, except for reasonable scheduled and unscheduled maintenance and repairs, as set forth in
Section 2.8 of this Service Attachment, and Force Majeure as set forth in Section 5.5 of the Master Services
Agreement. For the first thirty (30) days after the first Equipment components are activated, Customer
may elect to have JSMS issue warning notices rather than Notices of Violation ("Warning Period").
3.6. Images and Data Processing. JSMS will: (a) upload encrypted violation images and embedded violation
data from the Cameras to the System; (b) correlate images and data with motor vehicle records, and (c)
assemble the images and data for each violation detected by a Camera that meets the business rules
provided by Customer into an electronic package accessible through the System (each a "Violation
Package"). JSMS will use commercially reasonable efforts to complete these activities within twenty (20)
days of the date of violation.
3.7. Notices of Violation. Within ten (10) days of approval of a Notice of Violation by Customer pursuant to
Section 4.1 of this Service Attachment, JSMS shall issue a Notice of Violation, including images and data of
the violation, to registered owners of vehicles identified in the Violation Package by first class mail. The
System shall allow the registered owner(s) to review the images and data related to the Notice of Violation
through a web -portal by using a unique identifier code included in the Notice of Violation. If a registered
owner disputes responsibility for a violation and identifies a different violator in a manner agreed by
Customer, then JSMS will reissue the Notice of Violation to that different violator within ten (10) days after
such identification. With respect to any Notice of Violation that is not paid or contested within forty-five
(45) days of mailing of the Notice of Violation, JSMS may send additional notices thereafter, in a form
mutually agreed upon by the parties (each a "Subsequent Notice"), at no additional charge to the
Customer. JSMS shall provide reasonable aid and assistance in the prosecution of Notices of Violation
issued hereunder, including the provision of fact witnesses, as may be required in a court or quasi-judicial
panel of competent jurisdiction, at no additional charge to Customer.
3.8. Equipment Maintenance and Repair. JSMS shall maintain the Equipment in good working order and
condition, consistent with industry standards and practices, and shall promptly repair or replace any
damaged or defective components at its own expense, except if the damage was caused by the negligent
operation of a Customer -owned or controlled vehicle. JSMS shall perform preventative maintenance and
cleaning of Equipment components on a regular basis, including review and testing of Camera settings
Jenoptik Smart Mobility Solutions, LLC
Page 22 of 30
Docusign Envelope ID: F8117CE5-D20B-8F1C-80A7-360484BBB574
and operation, communications, and other Equipment components. JSMS will use commercially
reasonable efforts to notify Customer and initiate repairs within seventy-two (72) hours after identification
of any material damage, defect, or other issue with respect to the Equipment.
4. SIGNAGE.
4.1. Installation of Signage, JSMS shall provide and install all signage and equipment related to the Program,
at no cost to Customer, pursuant to applicable laws and regulations. Signage shall inform inbound traffic
that Customer utilizes traffic law photo -enforcement devices to enforce traffic laws.
4.2. Traffic Studies. if agreed in writing by JSMS and Customer, JSMS will conduct an informal traffic study,
at no cost to Customer, for proposed enforcement locations (each a "Traffic Study"). Any reports resulting
from a Traffic Study will be considered Program Data, as defined in Section 5.2.1 of the Master Services
Agreement. Notwithstanding anything to the contrary in Section 5.1 of the Master Services Agreement,
the Traffic Study and any resulting reports are provided "as -is" with no warranties of any kind.
S. CUSTOMER RESPONSIBILITIES
5.1. Review of Violations. Customer will provide sworn police officers, community service officers or other
designated Customer personnel to carefully review each Violation Package to determine whether: (a) the
violation is approved, and a Notice of Violation can be mailed; or (b) the violation is rejected. If the
violation is rejected, the Customer Project Manager, identified pursuant to Section 4.1 of the Master
Services Agreement, will report to JSMS the basis for the rejection. Customer is solely responsible for
determining which violations identified by JSMS are issued as Notices of Violation.
5.2. Customer Infrastructure. Customer will maintain any traffic control devices owned by Customer at
enforced locations in good working order and ensure that stop lines or speed zones are clearly marked,
as applicable. JSMS shall be solely responsible for identifying and accessing existing city -approved
infrastructure including poles and electrical service, for the operation of the System. JSMS shall also be
solely responsible for all costs associated with the use of electricity to power the Equipment. Some poles
identified for installation may be owned by third parties such as FDOT; accordingly, Customer may not have
jurisdiction over poles identified for installation. JSMS shall be solely responsible for coordinating with the
appropriate agencies, securing necessary approvals and covering any associated costs including power
usage.
5.3. Camera Pale Installation by Customer. In the event Customer elects to install a JSMS-provided Camera
Pole as contemplated by Section 3.2 of this Service Attachment, Customer shall be responsible for
obtaining all necessary permits and constructing a foundation in accordance with JSMS specifications. In
the event any permitting agency requires one (1) or more upgrades to any traffic control infrastructure at
any enforcement location where the Camera Pole will be installed, such upgrades shall be the sole
responsibility of JSMS. JSMS will commence installation of Camera Poles within ten (10) business days
after any and all necessary state, county or other permit applications have been approved and such
permits have been received. JSMS shall not be responsible for any delays associated with the failure of
any state or local government to promptly provide applicable permits or for Customer's delay in
installation. Customer shall be responsible for any damage to a Camera Pole or Camera, or personal injury
(including death) or damage to real or tangible personal property, to the extent caused by the negligence
or willful misconduct of Customer during the installation of a Camera Pole by Customer pursuant to this
Section 5.3.
Jenoptik Smart Mobility Solutions, LLC
Page 23 of 30
Docusign Envelope ID: F8117CE5-D20B-8F1C-80A7-3B0484BBB574
IN WITNESS WHEREOF, JSMS and Customer have caused this Service Attachment to be executed by their
properly authorized representatives as of the Effective Date.
Agreed to:
Jenoptik Smart Mobility Solutions, LLC
By: c�=� V (� -- _
Finbarr O'Carroll, President
Date: 4/7/2026
Attested to:
By: —
Authorized signature
Jeri Andersen/Secretary
Name (type or print):
Date: 4/7/2026
Agreed to:
The CityofMiami Beach, Florida
By: 1
Eric T. Carpenter, City Manager
Date:
Attested to:
r ael E. Granado, City Clerk
REGIS Rannu
Date:
MAY 0 7 2026
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
kk)14-1
*wk4 ... . ... --
Ity Attorney '.
Date
Docusign Envelope ID: F8117CE5-D20B-8F1C-80A7-3B0484BB8574
EXHIBIT "A-1"
Camera Locations
for
1. South Pointe Elementary School
2. Miami Beach Fienberg-Fisher K•S
3. Miarni Beach Senior Nigh School
4. North Beach Elementary School
5. Miami Beach Nautlllrs Middle School
6. Biscayne Beaf;li Elprrientary School
1. Dater Beach Academy
8 Hebrew Academy
Docusign Envelope ID: F8117CE5-D20B-8F1C-80A7-360484BBB574
EXHIBIT B
Revenue Proposal
The fine is $100 of which the City retains $60. Of this $60, lenoptik proposes a revenue -share model of
80/20 whereby the City receives $48 or 80% and lenoptik receives $12 or 20%. This translates to d flat fee
of $12 per paid citation with no additional costs or hidden fees associated with our service,
APPENDIX B
REVENUE PROPOSAL FORM
Bidder affirms that the percentage of revenue retained by the Vendor includes Vendrx's pm i as w . as all
coats of delivering the services in accordance twth the requirement* of this Rr P, and that no claim will be
made on account of any increase in wage scales, malenal prices, delivery delays, taxes, insurance, cost
tndaYna nr any nfhar mad asralahnn Fnr tho avntdanro of doubt, all malnflatinn, aqurmanl rapdal, olcrUiral,
maintenance, calibration, integration, adnnntialon, and regulatory compliance costa are the responsibility
of the vendor. The Revenue Proposa Form (Appendix B) shall be competed in its entirety. All corrections
on the HAvi3ntra I mpoval Form (Appendix 8) shall he initiated
'Iht ntvtmry AAdtt AAd16q Ea�.nl ¢n NO.tloYdtk rudann5twt+d br tM GAY yrr FL 3tituk. Si0 00 cr radt S t Y.?.CO u:aton 'n �hr avtro lk nn�ouM 0{�crM
br Fwmu Swift (ho"i. tho M... a wtht coy wa-di Incounn IA) "bd sdr cted.
Jenoptik Smart Mobility Solutions, LLC
Page 26 of 30
Docusign Envelope ID: F8117CE5-020B-8F1C-80A7-3B0484BBB574
EXHIBIT C
Monthly Status Report Form
_^! Oistrlbutlon
Client a City of Miami Bench
Payment Period 8.01.2025.8.31.2025
Full Month Distribution
Credit Card Payments
.tockbox Payments
Credit Card Chargebaeks Prior Period
Refunds
Returned Checks Prior Period
School Zone Payments
Totals
Amount Paid
Ctanvantance Faa
Tptal Reeoivad
Jeno tik Foo
giant Oisbursemant
50.00
S0.00
SO_00
S0.00
-----�- "T
S0.00
so DO
So.00
S0.00
$0.00
50.00
S0.00
$0.00
S0.00
$0.00
S0.00
S0100
$0.00
V $0.00
50.00
50.00
50.00
50.00
CIMMI City.r MI-18—h
P"—m Wrl.d tAi.MiS t.A11tiS
VW1.". SRO I ofi im "".I Nu"Il. clneaY Flflln0.r %W.U.P DOIA P"M 0.0 Citabl- Fifl. "IN FN Am.unI P.W GANnWw F.e iari RNtiWd ]M.►Nx FN GNntDI.YunrYa!
f:ttA.t. AIry 1N Au.w.i
V1.4d.IN. 0.4. irkl N-h.r CIIAtt NOW- WOW- 0.0 Pq.— DNt C"Um nfn ltt. FAA A—M PAW blame DutAt J1, CwveN..w Fw T.W Awe-d kmpiik ftt W-1 Ouk.n—At
Yfwfrw Mtw« W.b. .a11.)f alfallf
rdM". ....,_.... �'i«GvFM,k:. r�aFfiw«w.. .... __..JGfadu:f:'.._.___._.........._"f'iT.m'b:u.._.._.cu".Tb._..._....__.__!.f".iA•._..._. a»:.n'iii _. __� to:w',u:«Si«:i«7A.—ui+. r:w+7:i X;P&m.v: 7_
<µ NMrfM�Nf
fAaAMA.«.. aN.Nff. NJYf
rL �i!!?f �..._IYw.L.M rrM �(�ilw.«rM. � WY.raW..__..-.....___._.__.__.__....,•w�tMO�...�_...__���___..�..---�_�__..�__.�.._�__��_.__��_._.._.Ge.wuin�ie��fNlvwYrN l'ro..Mlwi.r+l M.xti.i
Y IYNw_nfW NwtM .npnf.L. AYY«aYPMIM
4ry NAf.wIM«n
aNJNf a.11.n
Docusign Envelope ID: F8117CE5-D20B-8F1C-80A7-3B0484BBB574
EXHIBIT D
Additional Terms and Conditions for
Installation of Camera Poles
In the event that ISMS is required to install one (1) or more Camera Poles pursuant to Section 3.2 or 3.3 of the
Service Attachment, the following additional terms and conditions shall apply:
A. Obtaintna PVr 1tpii%JSMS shall prepare all permit applications, design drawings and other documents as
may be reasonably required by Customer or any other governmental entity for the installation and
operation of any applicable Camera Poles at locations approved by the City Manager. ISMS shall obtain
all necessary permits for the approved Camera Poles from applicable agencies, including Customer in its
regulatory capacity, and shall pay all permit or other fees charged by such governmental entities in
connection with the installation and operation of the Camera Poles. Only to the extent Customer's
cooperation is necessary. Customer will reasonably assist JSMS in securing necessary permits from other
governmental agencies, as required.
Installation.lSMS will commence installation of the approved Camera Poles within ten (10) business days
after any and all necessary state, county or other permit applications have been approved and such permits
have been received. JSMS 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 traffic control infrastructure at any enforcement location where the
Camera Pole will be installed, such upgrades shall be the sole responsibility of JSMS, unless otherwise
agreed to in writing by Customer.
C. Restoration of Locations. Upon any expiration or termination of this Service Attachment, JSMS shall, at
its sole cost and expense, remove any Camera Poles installed pursuant to this Exhibit D and restore such
locations to substantially the same condition as existed prior to such installation. Notwithstanding the
foregoing, JSMS will not remove any 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 unless such underground conduit and other equipment may be hazardous. JSMS
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. Unless otherwise agreed to in writing by Customer, in no event shall such removal and
restoration activities fail to be completed within ninety (60) days.
Docusign Envelope ID: F8117CE5-D20B-8F1C-80A7-3B0484BBB574
EXHIBIT E
Anti -Human Trafficking Affidavit
In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of JSMS hereby attests under
penalty of perjury that ISMS does not use coercion for labor or services as defined in Section 787.06, Florida Statutes,
entitled "Human Trafficking".
I understand that I am swearing or affirming under oath to the truthfulness of the claims made in this affidavit and
that the punishment for knowingly making a false statement includes fines and/or imprisonment.
The undersigned is authorized to execute this affidavit on behalf of JSMS.
JSMS:
JENOPTIK SMART MOBILITY SOLUTIONS, LLC, a Delaware limited liability company.
Name/Title: Finbarr0'Carroll,President
State of��
County of �a l vr,
16490 Innovation Drive, Jupiter, FL 33478
__..--..._._. _ ._._ .._.._-......_........ _.. _....
(Address)
The foregoing instrument was acknowledged before me by means of 4hysical presence or ❑ online notarization,
this �day of2026 by F �� t�rr D rr�' ► - as _. PrP ►vf - -- of
JENOPTIK SMART MOBILITY SOLUTIONS, LLC, a Delaware limited liability company, known to me to be the person
described herein, or who produced Ns1`1\aAk11 as identification, and who did/did not take an
oath.
NOTARY PUBLIC:->•������.k
(Signature)
r' r, Notary Public state of Florida
Roseann McAuliffe
flit My Commission HH 410943
(Print Name) Expire6 611412027
My commission expires: ul ty_`ao Dl
Docusign Envelope ID: F8117CE5-D20B-8F1C-80A7-3B0484BBB574
EXHIBIT F
Prohibition Against Contracting with Foreign Countries of Concern Affidavit
In accordance with Section 287.138, Florida Statutes, incorporated herein by reference, the undersigned, on behalf
of ISMS, hereby attests under penalty of perjury that JSMS does not meet any of the following criteria in Paragraphs
2(a)-(c) of Section 287.138, Florida Statutes: (a) JSMS is owned by a government of a foreign country of concern; (b)
the government of a foreign country of concern has a controlling interest in JSMS; or (c) JSMS is organized under
the laws of or has its principal place of business in a foreign country of concern.
I understand that I am swearing or affirming under oath, under penalties of perjury, to the truthfulness of the claims
made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or
imprisonment.
The undersigned is authorized to execute this affidavit on behalf of JSMS.
JENOPTIK SMART MOBI TY SOLUTIONS, LLC, a Delaware limited liability company.
'a5-�-1) 7 16490 Innovation Drive, Jupiter, FL 33478
Name/Title: Finbarr0'Carroll, President (Address)
State of-Floy .Av�
County of �a Iyy` & ae h
The forgoing instrument was acknowledged before m_ a by means of hysical presence or ❑ online notarization,
this day of f{ t..�_...._— 2026 by r _.., as of
JENOPTIK SMART M091LITY SOLUTIONS, LLC, a Delaware limited liability company, known to me to be the person
described herein, or who produced It•tlrfrl_ s r A f.__. as identification, and who did/did not take an oath.
NOTARY PUBLIC:
— ftorisaState oS
Notary Pubia
ose9nn Mc e
(Signature) MyEHV ff
`to 095{
lilt 1202xpire!�7
Lk
(Print Name)
My commission expires: I?ql