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Agreement with Conduent State & Local Solutions, Inc. for Red Light Violation Camera Enforcement System and Related Support Services, Pursuant to RFP-2019-093-JC DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 ZG 1 I 3-- Contract no. 19-093-01 AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA, AND CONDUENT STATE & LOCAL SOLUTIONS, INC. FOR RED LIGHT VIOLATION CAMERA ENFORCEMENT SYSTEM AND RELATED SUPPORT SERVICES, PURSUANT TO RFP-2019-093-JC This Agreement (this "Agreement") is made as of this 9/21/2022 14:25 EDT ("Effective Date"), by and between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation having its principal office at 1700 Convention Center Drive, Miami Beach, Florida 33139 ("City"), and CONDUENT STATE & LOCAL SOLUTIONS, INC., "CONDUENT "a New York corporation duly authorized to do business in Florida, and having its principal office at 750 First Street NE 10th Floor, Washington, DC 20002 (hereinafter identified as "Vendor or Conduent"). AGREEMENT 1. Definitions. All definitions set forth in Ordinance No. 2008-3621, as codified in Chapter 106,Article XI, Sections 106-480 through 106-494 of the City Code, and as same may be amended from time to time(hereinafer, the"City Ordinance"or the"Ordinance"), are incorporated herein. In addition, the following words and phrases shall have the following meanings in this Agreement: 1.1 "Authorized Employee" means the Traffic Control Violation Review Officer, whose duties and qualifications are set forth in the City Ordinance. 1.2 "Authorized Violation" means each Potential Violation in the Violation Data for which authorization to issue a Notice of Violation in the form of an Electronic Signature is given by the Authorized Employee by using the Vendor System. 1.3 "City Ordinance" (or "Ordinance") means Ordinance No. 2008-3621, as codified in Chapter 106, Article XI, Sections 106-480 through 106-494 of the City Code, and as same may be amended from time to time (hereinafter, the City Ordinance). 1.4 "Civil Fee" means the fee assessed for violations of the City Ordinance(as set forth in the Ordinance). 1.5 "Confidential or Private Information" means, with respect to any Person, any information,matter or thing of a secret, confidential or private nature, whether or not so labeled, which is connected with such Person's business or methods of operation or concerning any of such Person's suppliers, licensors, licensees, City's or others with whom such Person has a business relationship,and which has current 1 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 or potential value to such Person or the unauthorized disclosure of which could be detrimental to such Person, including but not limited to: 1.5.1 Matters of a business nature, including but not limited to information relating to development plans,costs,finances,marketing plans, data, procedures, business opportunities, marketing methods, plans and strategies, the costs of construction, installation, materials or components, the prices such Person obtains or has obtained from its clients or City's, or at which such Person sells or has sold its services; and 1.5.2 Matters of a technical nature, including but not limited to product information, trade secrets, know-how, formulae, innovations, inventions, devices, discoveries, techniques, formats, processes, methods, specifications, designs, patterns, schematics,data, access or security codes, compilations of information, test results and research and development projects. For purposes of this Agreement, the term "trade secrets" shall mean the broadest and most inclusive interpretation of trade secrets. 1.5.3 Notwithstanding the foregoing, Confidential Information will not include information that: (i) is a public record, and not otherwise exempt pursuant to Florida law; (ii)is generally available to the public or otherwise part of the public domain at the time of its disclosure; (iii) becomes generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission by any party hereto in breach of this Agreement; (iv) is subsequently lawfully disclosed to the disclosing party by a person other than a party hereto; (v) is required by a court of competent jurisdiction to be described; or (vi) is required by applicable state law to be disclosed. 1.6 "Designated Intersection" means an Intersection, as that term is defined in the City Ordinance, set forth on Exhibit A attached hereto, and such additional Intersections as Vendor and the City shall mutually agree from time to time through the parties' Program Managers. 1.7 "Electronic Signature" means the method through which the Authorized Employee indicates his or her approval of the issuance of a Notice of Violation in respect of a potential Violation using the Vendor System. 1.8 "Enforcement Documentation" means the necessary and appropriate documentation related to the enforcement of Violations, as defined in the City Ordinance,including but not limited to warning letters, Notices of Violation(using the specifications of the hearing officer and the City, a numbering sequence for use on all notices (in accordance with applicable State statutes and the City's Ordinance), instructions to accompany each issued Notice of Violation (including in such instructions a description of basic enforcement procedures,payment options and information regarding the viewing of images and data collected by the Vendor 2 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 System), chain of custody records, criteria regarding operational policies for processing Notices of Violation (including with respect to coordinating with the applicable vehicle registry), and technical support documentation for applicable hearing officers . 1.9 "Equipment" means any and all cameras, sensors, equipment, components, products,software and other tangible and intangible property relating to the Vendor System, including but not limited to all camera systems, housings, sensor arrays, severs and poles. In accordance with its Proposal,Vendor shall provide and install the 2-pole design at each Designated Intersection approach (See Section 2.b.1 on page 13 of Vendor's Proposal). 1.10 "Governmental Authority" means any domestic or foreign government, governmental authority, court, tribunal, agency or other regulatory, administrative or judicial agency, commission or organization, and any subdivision, branch or department of any of the foregoing. 1.11 "Violation" means any Violation of the City's Ordinance . 1.12 "Violations Data" means the images and other Violations data gathered by the Vendor System at the Designated Intersection. 1.13 "Installation Date" means the date on which Vendor completes the construction, installation and activation of at least Ten (10) Designated Intersections in accordance with the terms of this Agreement and Section 1.2 of Exhibit "B" hereto so that such Intersection is operational for the purposes of functioning with the Red Light Photo Enforcement Program. 1.14 "Intellectual Property" means, with respect to any Person, any and all now known or hereafter known tangible and intangible(a)rights associated with works of authorship throughout the world, including but not limited to copyrights, moral rights and mask-works; (b) trademark and trade name rights and similar rights; (c) trade secrets rights; (d) patents, designs, algorithms and other industrial property rights; (e) all other intellectual and industrial property rights (of every kind and nature),whether arising by operation of law,contract,license,or otherwise; and(f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing), of such Person, consistent with the definition of such terms in Florida Statutes. 1.15 "Notice of Violation" shall mean the notice of and Violation, which is mailed or otherwise delivered by Vendor to the alleged violator on the appropriate Enforcement Documentation in respect of each Violation pursuant to the requirements of the City Ordinance. 3 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 1.16 "Operational Period" means the period of time during the Term, commencing on the Installation Date, during which the Red-Light Photo Enforcement Program is functional in order to permit the identification and the issuance of Notices of Violation for Violations using the Vendor System. 1.17 INTENTIONALLY OMITTED 1.18 "Person" means a natural individual, company, Governmental Authority, partnership, firm, corporation, legal entity, or other business association. 1.19 "Program Manager" means the Program Manager appointed by the City in accordance with this Agreement, who shall be the City Manager or his designee and shall be responsible for overseeing the installation of the Intersection and the implementation of the Red Light Photo Enforcement Program,and which manager shall have the power and authority to make administrative decisions relating to the City's obligations pursuant to this Agreement including, but not limited to, change order authorizations, subject to any limitations set forth in the City's Charter or Code or by the City Commission. 1.20 "Potential Violation" means, with respect to any motor vehicle passing through a Designated Intersection, the data collected by the Vendor System with respect to such motor vehicle,which data shall be processed by the Vendor System for the purposes of allowing the Authorized Employee to review such data and determine whether a Violation has occurred. 1.21 "Proprietary Property" means, with respect to any Person, any written or tangible property owned or used by such Person in connection with such Person's business, whether or not such property is copyrightable or also qualifies as Confidential Information including, without limitation, products, samples, equipment, files, lists,books, notebooks, records,documents,memoranda,reports, patterns, schematics, compilations, designs, drawings, data, test results, contracts, agreements, literature, correspondence, spread sheets, computer programs and software, computer print outs, other written and graphic records and the like, whether originals, copies, duplicates or summaries thereof, affecting or relating to the business of such Person,financial statements,budgets,projections and invoices. 1.22 "Vendor Marks" means all trademarks registered in the name of Vendor or any of its affiliates, such other trademarks as are used by Vendor or any of its affiliates on or in relation to the Red Light Photo Enforcement Program at any time during the Term this Agreement, service marks, trade names, logos, brands and other marks owned by Vendor, and all modifications or adaptations of any of the foregoing. 1.23 "Vendor Program Manager" means the Program Manager appointed by Vendor in accordance with this Agreement,which Program Manager shall initially be named by the Vendor within fourteen (14) days of the execution of this 4 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 Agreement, or such person as Vendor shall designate by providing written notice thereof to the City from time to time, who shall be responsible for overseeing the construction and installation of the Designated Intersections and the implementation the Red Light Photo Enforcement Program, and who shall have the power and authority to make administrative decisions relating to Vendor's obligations pursuant to this Agreement, including but not limited to change-order authorizations. 1.24 "Vendor Red Light Photo System" (or "Vendor System") means, collectively, the Red Light Photo Enforcement Program provided by Vendor and all Equipment relating thereto (including, without limitation, applications, back office processes and digital red light traffic enforcement cameras, sensors, components, products, software and other tangible and intangible property relating thereto). 1.25 "Red Light Photo Enforcement Program" (or the "Program") means the process by which the monitoring, identification and enforcement of Violations is facilitated by the use of certain equipment, applications and back office processes of Vendor including, but not limited to, cameras, flashes, central processing units, signal controller interfaces and sensor arrays which, collectively, are capable of identifying Violations and recording such Violation data in the form of photographic images of motor vehicles. 1.26 "Red Light Photo Violation Criteria" means the standards and criteria by which Potential Violations will be evaluated by Authorized Employees of the City, relying upon the duration of time that a traffic light must remain red prior to an Violation being deemed to have occurred, and the location(s) in an intersection which a motor vehicle must pass during a red light signal prior to being deemed to have committed an Violation,all of which shall be in compliance with all applicable laws, rules and regulations of Governmental Authorities. 1.27 "Traffic Signal Controller Boxes" means the signal controller interface and detector,including but not limited to the radar or video loop, as the case may be. 1.28 "Warning Period" means the period established by the City at its sole discretion, if any, which the parties acknowledge and reaffirm that, during said Warning Period,the City shall not be obligated or required to pay Vendor any actual or potential payments which may be due Vendor under the Fee provisions in Section 7 (and Exhibit"E") hereof. 1.29 "City Marks" means all trademarks registered in the name of City; such other trademarks as are used by City on or in relation to the City of Miami Beach at any time during the Term of this Agreement; service marks, trade names, logos, brands and other marks owned by City; and all modifications or adaptations of any of the foregoing. 5 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 1.30 "Retrofit Approaches" An existing approach that is upgraded with a new camera and necessary peripherals. 2. Term.This Agreement shall commence as of the Effective Date;provided,however that the term of the Agreement shall only commence date hereof and shall continue for a period of three (3) years after the date of the first paid Notice of Violation from the tenth installed Intersection (the "Initial Term"), which commencement date the City's Authorized Employee and vendor's Program Manager shall confirm in writing. The City shall have the right, but not the obligation, to extend the term of this Agreement for up to two (2) additional, one(1)year terms following the expiration of the Initial Term(each, a "Renewal Term"). The City may exercise the right to extend the term of this Agreement for a Renewal Term by providing written notice to Vendor not less than sixty (60) days prior to the last day of the Initial Term or the Renewal Term, or the renewal term as the case may be unless otherwise agreed to by the Parties. 3. Services. Vendor shall provide the Vendor System to the City, in each case, for each Designated Intersection, in accordance with the terms and provisions of the Ordinance. 3.1 Installation. With respect to the construction and installation of the Designated Intersection and the installation of the Vendor System at such Designated Intersection, the City and Vendor shall have the respective rights and obligations set forth on Exhibit B and F attached hereto. Vendor will have ninety (90) days from receipt of all necessary permits from the City of Miami Beach or Florida Department of Transportation ("FDOT") as applicable to (i) have the five (5) new Designated Intersection approaches installed; (ii) complete the installation and testing of all necessary Equipment including, without limitation, and to the Program Manager's reasonable satisfaction, having cameras either functional or in the systems engineering and image quality assessment mode, in which the camera is able to produce images,but not necessarily of the specified quality, except that the existing ten(10)designated intersection cameras must be fully functional and operational, including the ability of issuing violations, within ninety (90) days from receipt of all necessary permits from the City of Miami Beach or Florida Department of Transportation("FDOT") as applicable. In the event that Vendor fails to comply with the installation/activation deadline in this paragraph, the City, through a Resolution adopted by a majority of the City Commission, may terminate this Agreement in the same manner (and with the same rights and remedies) as provided in Section 6.2 hereof(relating to termination during the Warning Period). Relocation(s) of Designated Intersection approaches. Should the City determine that any of the designated intersections does not warrant a Detector System due to a low volume of red-light violations, the City, at its sole discretion, may instruct Conduent to relocate the camera system(s)to another intersection identified by the City. Conduent will provide up to two (2) system relocations without any traffic 6 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 studies at no additional cost to the City. In addition Conduent will supply two (2) traffic studies at no additional cost to the city for up to two (2)potential additional relocates. Any additional system relocations and/or any additional traffic study(ies) that the city may wish to relocate after the initial two (2) free relocations and two (2)free traffic studies will be at the following identified pricing.For each relocation after the initial 2 free relocations and/or each traffic study after the initial 2 free traffic studies,the City will pay to vendor the actual costs of traffic study(ies)and/or relocation(s) plus 15%. The Police Department shall provide a Letter to Commission(LTC)regarding the location of each camera and inform the public of the new red-light camera locations prior to issuing any violations or citations. New or Replaced Equipment Vendor shall install the current Gen 3 technology upon commencement of the contract. Upon the City and Vendor mutually determining that Equipment has become obsolete or damaged beyond repair, Vendor shall replace equipment with comparable technology.Vendor shall provide all related product software/firmware updates for the life of the product at no extra cost. Removal of Equipment. The City 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. This provision shall apply for any and all requests for the removal or disassembly of any equipment requested by the City or any other third-party governmental agency that requires Vendor to remove or disassemble the equipment for any construction or upon the expiration/termination of the contract pursuant to those terms set forth herein. The parties agree to work together to seek compensation for the Vendor's costs for the removal or disassembly of the equipment or damages to the equipment if the third-party governmental agency removes or disassembles the equipment without vendor or City's permission. 3.2 Maintenance. With respect to the maintenance of the Vendor System at the Designated Intersections, the City and Vendor shall have the respective rights and obligations set forth on Exhibit C attached hereto. 3.3 Violation Processing. During the Operational Period, Violations shall be processed as set forth on Exhibit D attached hereto. 3.4 Prosecution. The City shall diligently prosecute Notices of Violation pursuant to the terms, procedures and requirements of the City Ordinance. 3.5 Other Rights and Obligations. During the Term, in addition to all of the other rights and obligations set forth in this Agreement, Vendor and the City shall have the respective additional rights and obligations set forth on Exhibit F attached hereto. 7 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 3.6 Change Orders. The City may from time-to-time request changes to the work required to be performed or the addition of products or services to those required pursuant to the terms of this Agreement by providing written notice thereof to Vendor,setting forth in reasonable detail the proposed changes(a"Change Order Notice"). Upon Vendor's receipt of a Change Order Notice, Vendor shall deliver a written statement describing the effect,if any,the proposed changes would have on the terms set forth in Exhibit F(the"Change Order Proposal"),which Change Order Proposal shall include(i)a detailed breakdown of the charge and schedule effects; (ii) a description of any resulting changes to the specifications and obligations of the parties; (iii) a schedule for the delivery and other performance obligations; and (iv) any other information relating to the proposed changes reasonably requested by the City. Following the City's receipt of the Change Order Proposal, the parties shall negotiate in good faith and agree to a plan and schedule for implementation of the proposed changes, the time, manner and amount of payment or price increases or decreases, as the case may be, and any other matters relating to the proposed changes. Any failure of the parties to reach agreement with respect to any of the foregoing as a result of any proposed changes shall not be deemed to be a breach of this Agreement, and any disagreement shall be resolved in accordance with Section 16. 3.7 Change of Program Manager. A change in the Vendor's Program Manager (as well as any replacement) shall be subject to the prior written approval of the City Manager or designee,which designee shall be an Assistant City Manager. Any approval for a change in the Program Manager shall not be unreasonably withheld. The replacement or reassignment of an approved Program Manager or public information officer shall not be made without submitting a resume for the replacement or reassignment staff person and receiving prior written approval of the City Manager or his designee(i.e. the City Program Manager). 4. License: Reservation of Rights. 4.1 License. Subject to the terms and conditions of this Agreement, Vendor hereby grants the City, and the City hereby accepts from Vendor upon the terms and conditions herein specified, a non-exclusive, non-transferable license during the Term of this Agreement to use the Vendor System: (a) solely within the City, access and use the Vendor System for the sole purpose of reviewing Potential Violations and authorizing the issuance of Notices of Violation pursuant to the terms of this Agreement, and to print copies of any content posted on the Vendor System in connection therewith;and(b)disclose to the public(including outside of the City) that Vendor is providing services to the City in connection with the Red Light Photo Enforcement Program pursuant to the terms of this Agreement,and use and display the Vendor Marks on or in marketing, public awareness or education, or other publications or materials relating to the Red Light Photo Enforcement Program. 8 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 4.2 Reservation of Rights. The City hereby acknowledges and agrees that: (a) Vendor is the sole and exclusive owner of the Vendor System, the Vendor Marks, all Intellectual Property arising from or relating to the Vendor System, and any and all related Equipment provided under this Agreement; (b) the City neither has nor makes any claim to any right, title or interest in any of the foregoing, except as specifically granted or authorized under this Agreement; and (c) by reason of the exercise of any such rights or interests of City pursuant to this Agreement,the City shall gain no additional right, title or interest therein. 4.3 Restricted Use. The City hereby acknowledges and agrees that it shall not (a) make any modifications to the Vendor System,including but not limited to any Equipment; (b) alter, remove or tamper with any Vendor Marks; (c)use any of the Vendor Marks in any way which might prejudice their distinctiveness, validity or the goodwill of Vendor therein; (d) use any trademarks or other marks other than the Vendor Marks or City Marks, in connection with the City's use of the Vendor System pursuant to the terms of this Agreement without first obtaining the prior consent of Vendor; or (e) disassemble, de-compile or otherwise perform any type of reverse engineering to the Vendor System including, but not limited to, any Equipment, or to any Intellectual Property or Proprietary Property of Vendor. 4.4 Protection of Rights. Vendor shall have the right to take whatever action it deems necessary or desirable to remedy or prevent the infringement of any Intellectual Property of Vendor including, without limitation, the filing of applications to register as trademarks in any jurisdiction any of the Vendor Marks, the filing of patent application for any of the Intellectual Property of Vendor and making any other applications or filings with appropriate Governmental Authorities.The City shall not take any action to remedy or prevent such infringing activities and shall not in its own name make any registrations or filings with respect to any of the Vendor Marks or the Intellectual Property of Vendor without the prior written consent of Vendor. 4.5 Infringement. The City shall use reasonable efforts to give Vendor prompt notice of any activities or threatened activities of any Person of which it reasonably becomes aware that infringes the Vendor Marks or any of Vendor's Intellectual Property. Vendor shall have the exclusive right, but not the obligation, to take action to enforce such rights and to make settlements with respect thereto. 4.6 Infringing Use. The City shall give Vendor prompt written notice of any action or claim action or claim, whether threatened or pending, against the City alleging that the Vendor Marks, or any other Intellectual Property of Vendor, infringes or violates any patent, trademark, copyright, trade secret or other Intellectual Property of any other Person, and the City shall render to Vendor such reasonable cooperation and assistance as is reasonably requested by Vendor in the defense thereof; provided, however, that as a condition thereof, Vendor shall reimburse the City for any reasonable costs including, without limitation,attorneys fees and court costs, as well as City staff costs, incurred in providing such 9 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 cooperation and assistance. If such a claim is made and Vendor determines in the exercise of its sole discretion, or a court or administrative proceeding of competent jurisdiction determines,that an infringement may exist,Vendor shall have the right, but not the obligation, to procure for the City the right to keep using the allegedly infringing items, modify them to avoid the alleged infringement, or replace them with non-infringing items, all at no cost and/or liability to the City. In addition, in such event, Either Party has the right, but not the obligation, to terminate this Agreement pursuant to Section 6.1. 5. Representations and Warranties. 5.1 Vendor Representations and Warranties. 5.1.1 Authority. Vendor hereby warrants and represents that: 5.1.1.1 it has all right, power and authority to execute and deliver this Agreement and perform its obligations hereunder; and 5.1.1.2 it has all ownership rights, licenses, or other required authority to use the software and hardware it installs to perform the services under this Agreement. 5.1.2. Professional Services. Vendor hereby warrants and represents that any and all services provided by Vendor pursuant to this Agreement shall be performed in a professional and workmanlike manner and, with respect to the installation of the Vendor System, subject to applicable law, and in compliance with all specifications provided to Vendor by the City. 5.1.3 VENDOR DISCLAIMS ALL OTHER IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5.2 City Representations and Warranties. 5.2.1. Authority. The City hereby warrants and represents that it has all right, power and authority to execute and deliver this Agreement and perform its obligations hereunder;provided that Vendor acknowledges that the initial program is premised on being consistent with the requirements and authority of State law, applicable attorney general opinions, and the City's Ordinance. City cannot warrant the outcome of any judicial or legislative action that may be taken affecting these authorities subsequent to the execution of this Agreement. 5.3 Professional Services.The City hereby warrants and represents that any and all services provided by the City pursuant to this Agreement shall be performed in a professional and workmanlike manner. 10 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 6. Termination. 6.1 Termination for Cause: Either party shall have the right to terminate this Agreement at any time during the Term herein, upon written notice to the other, if: (i) a determination by a court of competent jurisdiction or other applicable dispute resolution forum that holds Vendor has infringed upon a third party's patent, trademark, copyright, trade secret or other intellectual property; (ii) the other party commits a breach of any of the provisions of this Agreement; and/or (iii) Vendor's non-payment of revenues to City as required by this Agreement. Notwithstanding, the preceding paragraph, either party shall first have the right to remedy the default(s)within forty-five(45)calendar days(or within such other time period as the City and Vendor shall mutually agree to, in writing, which agreement shall not be unreasonably withheld or delayed) after written notice from the non-defaulting party setting forth in reasonable detail the events of the cause for termination. In the event of a termination under this Section, the City shall be relieved of any further obligations to Vendor under this Agreement. The rights to terminate the Agreement given in Section 6.1 shall be without prejudice to any other right or remedy of either party in respect of the breach concerned(if any)or any other breach of this Agreement. 6.1.2 Termination For Convenience: The City 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 Vendor of such termination; which shall become effective within thirty (30) days following receipt by the Vendor of such notice. If the Agreement is terminated for convenience,the Vendor shall be paid for any services satisfactorily performed up to the date of termination, and following which the City shall be discharged from any and all liabilities,duties, and terms arising out of, or by virtue of, this Agreement. In the event of such termination is by the City during the Initial Term or the election to not exercise or terminate early either of the two Renewal Terms of the Agreement, the City shall pay Vendor for services rendered and its actual installation costs less any incurred depreciation for such costs in accordance with the attached amortization schedule attached as Exhibit H. 6.1.3 Termination for Change in Law or Other Restrictions. Either party shall have the right to terminate this Agreement at any time during the Term herein as a termination for convenience,upon written notice to the other,if: (i)State or federal statutes are amended, or regulations adopted by agencies with jurisdiction, to prohibit or materially change the operation of red light photo enforcement systems so as to make it reasonably impractical to operate the program contemplated by the 11 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 parties under this Agreement including, without limitation, changes that would prohibit such program, or which would impose restrictions on revenues and uses that are contrary to the terms of this Agreement; (ii) any court having jurisdiction over City rules,or declares,that the City's red light enforcement program is invalid or results from the Vendor System of red light photo enforcement are inadmissible in evidence,or otherwise renders a decision that makes it reasonably impractical to operate the red light enforcement program. If the Agreement is terminated under this provision, which shall be deemed a termination for convenience separate from provision 6.1.2 above, the Vendor shall be paid for any services satisfactorily performed up to the date of termination, and following which the City shall be discharged from any and all liabilities,duties,and terms arising out of, or by virtue of, this Agreement. 6.2 Warning Period/City's Right to Terminate for ConvenienceNendor's Right to Terminate for Convenience. This Agreement does not set forth a Warning Period, unless authorized by the City. Should there be a warning period, courtesy Notices of Violations, with no civil fees, will be utilized. The parties hereto acknowledge that should this Warning Period be authorized,it will be used to verify the reliability of the Program and the detection of Violations.The Warning Period, if authorized, shall commence as outlined in Exhibit "G" with the exact date to be confirmed in writing by the parties' Program Managers and shall expire at 11:S9 PM,on the date set forth therein. 6.2.1 At any time during the Term, whether before or after the expiration of any Warning Period, , the City, through a Resolution adopted by a majority of the City Commission, may terminate the Program and this Agreement, for any or no cause, and for convenience, upon thirty (30) days written notice to Vendor. The City shall not be liable for any costs or expenses incurred by Vendor during the Warning Period, if such warning period is authorized by the City. If the City Commission determines to terminate the Program pursuant to this subsection 6.2, the Agreement shall be deemed terminated and the parties shall proceed pursuant to Section 6.3 hereof. In addition to the City's right to terminate,as set forth herein, for a period of ninety (90)calendar days after the Effective Date. Vendor shall have the right to terminate the Agreement, for any or no cause, upon thirty (30) days written notice to City, and the parties shall proceed pursuant to Section 6.3; provided, however, that the City shall not be liable to Vendor for any costs or expenses incurred by Vendor as a result of Vendor's termination. 6.3 Procedures Upon Termination. Except as set forth in this Section 6.3, and except for any provisions of this Agreement which are expressly intended to survive 12 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 termination (or expiration) of the Agreement, upon the termination of this Agreement, all of the provisions of this Agreement shall terminate and: 6.3.1 Vendor shall (i) immediately cease to provide services including, but not limited to work in connection with the construction or installation activities and services in connection with the Red Light Photo Enforcement Program; (ii) promptly deliver to the City any and all Proprietary Property of the City provided to Vendor pursuant to this Agreement; (iii) promptly deliver to the City a final report to the City regarding the collection of data and the issuance of Notices of Violation in such format and for such periods as the City may reasonably request, and which final report Vendor shall update or supplement from time to time when and if additional data or information becomes available; (iv) provide City all data pertaining to outstanding Civil Fee payments due and owing to City and potential payments due to Vendor; (v) provide City with its proposed schedule for the removal of the Equipment,at no cost to the City and,once such schedule is approved by City which shall not be unnecessarily withheld, the Vendor shall remove such pursuant to the schedule;and(vi)provide such assistance as the City may reasonably request from time to time in connection with prosecuting and enforcing Notices of Violation issued prior to the termination of this Agreement. 6.3.2 The City shall, except for pending enforcement cases,(i) immediately cease using the Photo Red Light Enforcement Program, accessing the Vendor System and using any other Intellectual Property of Vendor; and (ii) promptly deliver to Vendor any and all Proprietary Property of Vendor provided to the City pursuant to this Agreement, other than such equipment installed by Vendor along the roadways for the enforcement program. 6.3.3 Unless the City and Vendor have agreed to enter into a new agreement relating to the Red Light Photo Enforcement Program or have agreed to extend the Term of this Agreement, Vendor shall remove any and all above ground Equipment or other materials of Vendor installed in connection with Vendor's performance of its obligations under this Agreement, at no cost to City including, but not limited to, housings,poles and camera systems, and Vendor shall restore the Designated Intersections to the same or similar condition such Designated Intersections were in immediately prior to this Agreement, reasonable wear and tear and below ground infrastructure excepted, at no cost to City, pursuant to the schedule agreed upon by the parties in section 6.3.1. The parties agree in the event the topic arises whether the underground infrastructure should be removed the parties will further discuss the cost and time estimate to remove the below ground infrastructure and a decision will be made upon the mutual agreement of the parties. 13 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 Notwithstanding the provisions set forth herein, the Vendor must obtain written authorization from the City prior to the removal of any infrastructure that is located upon the City's right of way. At some point the parties may discuss whether the ownership of some or all of the above ground infrastructure may be transferred to the City at the then reasonable market value to Vendor at the time of transfer, which would include equipment or infrastructure the City deems useful or beneficial for its governmental operations which shall include any law enforcement purposes recognized by the Police Department. 6.3.4 The Vendor shall be paid only for those actual direct costs,including actual construction costs (if any), but not including the cost of the cameras and non-invasive detection sensors, for completed work incurred by the Vendor up to the date of termination set forth in the written notice of termination. In no event shall the City be liable to Vendor for any indirect, incidental, special, lost profits or consequential damages. 7. Fees to be Paid to Vendor and Payment Processing. 7.1 Vendor shall have the right to receive the compensation set forth in Exhibit E attached hereto. 7.2 Vendor shall be responsible for processing payments of the Civil Fees. The Vendor shall provide payment means through mail, telephone and on-line processes. Vendor shall track all payments and handle all applied payments, unapplied payments,overpayments,refunds,adjustments,dismissals and reversals. 7.3 Vendor shall collect, and deposit payments issued pursuant to the City Ordinance directly into a Miami Beach account (as determined and approved by the City's Chief Financial Officer), on a daily basis. 7.4 Vendor shall invoice the City for all applicable fees according to the fee schedule delineated in Exhibit E. Along with the invoice, Vendor shall provide information to the City, in a format acceptable to the City, supporting the invoice amounts forwarded by Vendor to the City. In addition,City shall have access to the financial reporting functions of Vendor's system upon City's request. 7.5 After the installation date of the camera,the camera shall be placed into the `general camera system" group. All cameras in the general camera system group: a) Shall be subject to a monthly"true-up" accounting. Vendor will be required to provide the "true-up" monthly reconciliation at the end of each month for all fees and payments (as due under this Agreement) for each camera in the general camera system. 14 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 b) All camera revenue in the general camera system shall be accounted for via the monthly "true-up" report and Vendor shall submit a bill for the total monthly fees of the cameras in the general camera system. c) The general camera system shall be subject to cost neutral accounting and any shortfall in revenue received in paying the monthly fee for the general camera group will be designated a shortfall for that month. Each month any shortfall or surplus revenue will be carried forward to the next invoice. Any surplus revenues during any future month(s) will be used to pay for any monthly shortfall(s) until the end of the contract. At the end of the contract if the Vendor has a remaining shortfall, then the remaining shortfall will be adsorbed by the Vendor and forgive any shortfall of the City on the final invoice to the City. d) All cameras in the general camera system shall be subject to the cost neutral requirements of Section 27 hereof. 8. INTENTIONALLY OMITTED. 9. Confidentiality. During the term of this Agreement and for a period of three (3) years thereafter,neither party shall disclose to any third person,or use for itself in any way for pecuniary gain, any Confidential Information learned from the other party during the course of the negotiations for this Agreement or during the Term of this Agreement,subject to the obligations and requirements of Florida's public records laws and public meetings law, as same may be amended from time to time. Upon termination of this Agreement, each party shall return to the other all tangible Confidential Information of such party. Each party shall retain in confidence and not disclose to any third party any Confidential Information without the other party's express written consent, except (a) to its employees who are reasonably required to have the Confidential Information; (b) to its agents, representatives, attorneys and other professional advisors that have a need to know such Confidential Information,provided that such parties undertake in writing(or are otherwise bound by rules of professional conduct)to keep such information strictly confidential; and (c) pursuant to, and to the extent of, a request or order by any Governmental Authority, including laws relating to public records. 10. Indemnification and Liability. 10.1 The parties recognize that various provisions of this Agreement including, without limitation, this Section 10, provide for indemnification by the Vendor and requires a specific consideration be given, therefore. The parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged,is the specific consideration for such indemnities,and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Vendor. Furthermore, the parties understand and agree 15 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 that the covenants and representations relating to these indemnification provisions shall survive the Term and or other termination or expiration of this Agreement and continue in full force and effect. 10.2 Indemnification — Negligence. The Vendor shall indemnify and hold harmless the City, its elected and appointed officials, officers, employees, agents, and servants, from and against any and all claims,demands,or causes of action(for purposes of this Section 10, hereinafter "Claims"), of whatsoever kind or nature, and the resulting losses, costs, expenses, reasonable attorneys' fees, liabilities, damages,orders,judgments,or decrees(for purposes of this Section 10,hereinafter "Losses"), sustained by the City or any third party arising out of, or by reason of, or resulting from the Vendor's negligent acts, errors, or omissions, except to the extent such Losses arise from the gross negligence or willful misconduct of the City or its employees or agents. Neither City nor Vendor is liable for special, indirect, or consequential damages. Vendor's total liability under the Agreement, including indemnification, will not exceed the amounts paid to vendor in the preceding twenty-four(24)months. 10.3 Indemnification—Infringements. Vendor certifies that Vendor is unaware that the products and services to be furnished to the City pursuant to this Agreement infringe on any valid patent,trademark, copyright,trade secret or other proprietary right. Notwithstanding the preceding sentence, Vendor shall indemnify and hold harmless the City, its elected and appointed officials, officers, employees, agents, and servants, from and against any and all Claims, of whatsoever kind or nature, and the resulting Losses, sustained by the City by reason of any infringement of any patent, trademark, copyright, trade secret or other proprietary right relating to the authorized use of the Vendor System furnished pursuant to this Agreement.The Vendor will defend, at its sole cost and expense, with legal counsel if the City is made a party then reasonably acceptable to the City which acceptance shall not be unreasonably withheld and such acceptance is not required if legal counsel acceptable to the City without conflicts cannot be found,any Claim brought against the City, to the extent that it is based on a claim that the Vendor furnished to City by the Vendor pursuant to this Agreement,become unusable as a result of any such infringement or claim. Any infringement or claim that renders all or any products or services furnished pursuant to this Agreement to be unusable, or materially affects the Vendor System, shall be grounds for termination of this Agreement. 10.4 Legal Challenges. The parties recognize and acknowledge that the red-light camera enforcement program contemplated herein may be subject to legal challenge and/or judicial review. It is understood and acknowledged that various aspects of the Program may be challenged. In the event of a legal challenge to the program, excluding any citizens challenge to any specific Notice of Violation (NOV) or Uniform Traffic Citation (UTC) or group of NOV/UTC they received (unless the citizen's challenge includes a broader legal challenge to the validity of the Program), City and Vendor shall jointly defend any Claim brought against the 16 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 City. In the defense of any such Claim,City and Vendor shall use reasonable efforts to first utilize City and Vendor's respective in-house legal counsel. In the event that the defense of a Claim requires the parties to retain outside legal counsel, City and Vendor shall mutually select and agree upon said counsel and shall share in the cost of the defense(including appeals) on a pro-rata basis; provided, however,that Vendor's respective financial contribution for such outside legal counsel shall not exceed$200,000. Notwithstanding the preceding paragraph, the City shall control the defense of any Claims including, without limitation, any negotiations to settle a Claim; provided, however, that in the event that the City determines not to oppose or defend a particular Claim, the City shall so notify Vendor in writing, and Vendor may take over and assume control of the defense or settlement of such Claim, at its sole cost and expense. 10.5 In the event that, pursuant to a legal challenge to the program (of the kind contemplated in Section 10.4), a court of competent jurisdiction or the State of Florida(including any of its agencies)orders or requires the City to return any fee payments, Vendor shall assist City to perform all relevant portions of any such order, decree,judgment, etc., required to be performed by the City including, but not limited to, assisting the City to locate each violator so ordered reimbursement can be made. Additionally, Vendor and City shall share in the cost of any court(or State of Florida) ordered reimbursements on a pro-rata basis. For purposes of determining the City and Vendor's respective pro-rata share in the event of a court (or State of Florida) ordered reimbursement, Vendor's share will be determined from the percentage of the monthly fee payment received by Vendor(as set forth in Exhibit E hereto) to the total amount of Civil Fees actually collected (and not including any deductions or set-offs by Vendor for any costs incurred in operating the Vendor System including, without limitation, for processing payment of Civil Fees,tracking or handling or payments,etc.). Further,for purposes of determining the parties' pro-rata share in the event of an ordered reimbursement, the parties shall calculate their respective shares based upon the monthly"true-up"of fees and payments, as required in Section 7.3 hereof. Vendor and City shall split the cost of any court ordered or court awarded attorney's fees and court costs incurred by the plaintiff (or plaintiffs) in connection with its/their defense of a Claim(s), on a fifty/fifty(50/50)basis. 10.6 Change in State Law. If during the Term of the Agreement, the Florida Legislature enacts any law modifying Uniform Traffic Laws so as to expressly permit red light violation and enforcement systems,similar to the one contemplated by the Program in this Agreement,then the City and Vendor shall use mutual good faith efforts to negotiate an amendment to the Agreement, which amendment may include, without limitation, a modification to, or deletion of, the requirements of subsection 10.5 hereto; provided, however, that any proposed amendment shall be subject to final approval by the Mayor and City Commission. 17 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 If during the Term of the Agreement,the Florida Legislature enacts any law which, while permitting red light camera violation and enforcement systems similar to the one contemplated by the Program in this Agreement, materially changes the fee and/or compensation structure for such programs (including imposing restrictions on revenues that are not currently contemplated in the Agreement); and/or otherwise materially changes and/or imposes restrictions on uses that are contrary to the terms of the Agreement;and/or otherwise materially changes and/or imposes restrictions that makes it reasonably impractical for the City to operate a red light camera enforcement program, then the City, through a Resolution adopted by a majority of the City Commission, or the Vendor may terminate this Agreement, without cause, upon thirty (30) days written notice to other party, and the parties shall proceed pursuant to Section 6.3 hereof;provided however,that in the event of termination by Vendor, the City shall not be liable for any costs or expenses incurred by Vendor up to the date of termination. 10.7 Defense of Other Claims. In addition to Claims based on legal challenges to the program, as contemplated in Section 10.4 hereof, the City shall control the defense of any other Claims brought against the City including, without limitation, any negotiations to settle the Claim. The parties shall use legal counsel that may be mutually selected by the parties, but which shall be subject to the ultimate approval of the City, which approval shall not be unreasonably withheld, conditioned, or delayed. In the event the City determines not to defend or oppose such other Claim as contemplated in this Section 10.7, excluding any citizens challenge to any specific Notice of Violation (NOV) or Uniform Traffic Citation (UTC)or group of NOV/UTC they received(unless the citizen's challenge includes a broader legal challenge to the validity of the Program), the City shall provide Vendor with written notice and Vendor may assume defense of the Claim, at its sole cost and expense. Vendor shall then control the defense and any negotiations to settle the claim. If Vendor elects to defend a Claim, the City may retain (at its sole cost and expense) separate legal counsel to participate in (but not control) the defense and to participate in(but not control) any settlement negotiations. 10.8 Settlement of Claims. City and Vendor shall cooperate in the settlement of any Claim. The City shall have the right to settle any Claim, without the prior consent or agreement of Vendor, unless it (i) would materially affect Vendor's material rights or material interests under the terms of this Agreement; and (ii) would not result in Vendor's full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement. The City's right to settle a Claim without the consent or agreement of Vendor shall also not apply in the event the City determines not to defend or oppose a Claim, as contemplated in Section 10.7 hereof. The Vendor shall not have the right to settle any Claim without the prior written consent of the City,which consent shall not be unreasonably withheld,conditioned, or delayed. The City's failure to consent to any settlement to which its consent is 18 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 required shall have no effect on Vendor's indemnification and defense obligations under the Agreement. 10.9 Notice of Claims. If the City or Vendor receives notice of any Claim or other circumstances which could give rise to Losses under this Section 10, the receiving party shall give written notice to the other party within ten (10) days of receipt. The notice must include the following: (a) a description of the Claim in reasonable detail; (b) the basis on which indemnification may be due; and (c) the anticipated amount of the Loss(es). This notice shall not stop or prevent the City from later asserting a different basis for indemnification or a different amount of Loss(es) than that indicated in the initial notice. If the City does not provide this notice within the ten(10)day period, it does not waive any right to indemnification except to the extent that Vendor is materially (i) prejudiced; (ii) suffers loss; or (iii) incurs expense because of the delay. Within thirty (30) days after receiving the City's notice, Vendor must advise the City as to whether or not it will defend the Claim. If Vendor does not assume the defense, the City shall assume and control its defense, without further notice to Vendor required,and all City defense expenses shall constitute an indemnified Loss for which Vendor will be obligated for under this Section 10. 11. Independent Contractor. This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that the Vendor is an independent contractor under this Agreement and not the City's employee for all purposes, including but not limited to,the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act,and the State unemployment insurance law.The Vendor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Vendor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Vendor, which policies of Vendor shall not conflict with City, or United States policies, rules or regulations relating to the use of Vendor's funds provided for herein. The Vendor agrees that it is a separate and independent enterprise from the City, that it has full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Vendor and the City and the City will not be liable for any obligation incurred by Vendor, including but not limited to unpaid minimum wages and/or overtime premiums. 19 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 12. Assignments; Amendments. This Agreement, or any interest herein, shall not be assigned, transferred, or otherwise encumbered, under any circumstances, by either party, including without limitations purchases of controlling interest in Vendor or merger, without the prior written consent of the other party, which consent shall not be unreasonably withheld. It is further agreed that no modification, amendment or alteration in 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. 13. No Contingent Fees. Vendor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Vendor to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm,other than a bona fide employee working solely for Vendor any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or Violation of this provision,the City shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission,percentage, gift, or consideration. 14. Notices. Whenever any party desires to give notice unto any other party,it must be given by written notice,sent by registered United States mail,with return receipt requested, addressed to the party for whom it is intended and the remaining party, at the places last specified, and the places fur giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this section.For the present, the Vendor and the City designate the following as the respective places for giving of notice: For City: City of Miami Beach Attn: Alina T. Hudak,City Manager Office of the City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 Email: AlinaHudak(it miamibeachfl.gov And: City of Miami Beach Attn: Rick Clements,Chief of Police Miami Beach, Police Department 1100 Washington Ave. Miami Beach, FL 33139 Ph: 305-673-7925 Email: RickClements(a miamibeachfl.gov For Vendor: Conduent State& Local Solutions, Inc. Attn: James Barkman 750 First Street NE, 10th Floor Washington, DC 20002 Ph: 202-573-4486 20 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 Email: James.Barkman(a)Conduent.com 15. Audit Rights. Each of parties hereto shall have the right to audit to audit the books and records of the other party hereto (the "Audited Party") solely for the purpose of verifying the payments, if any, payable pursuant to this Agreement. Any such audit shall be conducted upon not less than forty-eight(48)hours'prior notice to the Audited Party, at mutually convenient times and during the Audited Party's normal business hours. Except as otherwise provided in this Agreement, the cost of any such audit shall be borne by the non-Audited Party. In the event any such audit establishes any underpayment of any payment payable by the Audited Party to the non-Audited Party pursuant to this Agreement, the Audited Party shall promptly pay the amount of the shortfall, and in the event that any such audit establishes that the Audited Party has underpaid any payment by more than ten percent (10%) of the amount of actually owing, the cost of such audit shall be borne by the Audited Party. In the event any such audit establishes any overpayment by the Audited Party of any payment made pursuant to this Agreement, non-Audited Party shall promptly refund to the Audited Party the amount of the excess. 16. Dispute Resolution. Upon the occurrence of any dispute or disagreement between the parties hereto arising out of or in connection with any term or provision of this Agreement, the subject matter hereof, or the interpretation or enforcement hereof (the "Dispute"), the parties shall engage in informal, good faith discussions and attempt to resolve the Dispute. In connection therewith, upon written notice of either party, each of the parties will appoint a designated officer whose task it shall be to meet for the purpose of attempting to resolve such Dispute. The designated officers shall meet as often as the parties shall deem to be reasonably necessary. Such officers will discuss the Dispute. If the parties are unable to resolve the Dispute in accordance with this Section 16, and in the event that either of the parties concludes in good faith that amicable resolution through continued negotiation with respect to the Dispute is not reasonably likely, then the parties may mutually agree to submit to nonbinding mediation. 17. Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 18. Headings. Headings herein are for the convenience of reference only and shall not be considered on any interpretation of this Agreement. 19. Exhibits. Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The exhibits if not physically attached should be treated as part of this Agreement and are incorporated herein by reference. Exhibit A: Designated Intersections, Exhibit B: Construction and Installation Obligations, Exhibit C: Maintenance, Exhibit D: Violation Processing,Exhibit E:Fee,Exhibit F:Additional Rights and Obligations,Exhibit G: Installation Schedule; Exhibit H: Amortization Schedule;Exhibit I: Camera Acceptance Form. 21 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 20. Waiver. Failure of either party to insist upon strict performance of any covenant or condition of this Agreement, or to execute any right herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right, but the same shall remain in full force and effect. 21. Legal Representation. It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and, accordingly, the rule that a contract shall be interpreted strictly against the party preparing same shall not apply herein due to the joint contributions of both parties. 22. Severability. If any provision of this Agreement or application thereof to any person or situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law, except that this provision shall not be deemed to deprive any party of any legal remedy, including termination. 23. Insurance. 23.1 The Vendor shall maintain the below required insurance in effect prior to awarding the contract and for the duration of the contract. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage may be treated as a material breach of the contract, which could result in withholding of payments or termination of the Agreement. A. Workers' Compensation Insurance for all employees of the vendor as required by Florida Statute Chapter 440 and Employer Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. Should the vendor be exempt from this Statute, the vendor and each employee shall hold the City harmless from any injury incurred during performance of the Contract.The exempt vendor shall also submit(i) a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or (ii) a copy of a Certificate of Exemption. B. Commercial General Liability (occurrence form), limits of liability $ 1,000,000.00 per occurrence for bodily injury property damage to include Premises/ Operations; Products, Completed Operations and Contractual Liability. Contractual Liability and Contractual Indemnity (Hold harmless endorsement exactly as written in "insurance requirements" of specifications). C. Automobile Liability Insurance covering any automobile, if vendor has no owned automobiles,then coverage for hired and non-owned automobiles,with limit 22 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 no less than $1,000,000 combined per accident for bodily injury and property damage. D. Installation Floater Insurance against damage or destruction of the materials or equipment in transit to, or stored on or off the Project Site, which is to be used (installed into a building or structure) in the Project. (City of Miami Beach shall Named as a Loss Payee on this policy, as its interest may appear. This policy shall remain in force until acceptance of the project by the City.) Additional Insured — City of Miami Beach 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 vendor 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 vendor's insurance. Notice of Cancellation —Vendor will provide notice of cancellation to the City of Miami Beach do of EXIGIS Insurance Compliance Services 30 days in advance of any cancellation. Waiver of Subrogation—Vendor 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 the City has received a waiver of subrogation endorsement from the insurer. 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. Verification of Coverage — Vendor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However,failure to obtain the required documents prior to the work beginning shall not waive the vendor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements,required by these specifications, at any time. CERIFICATE HOLDER ON ALL COI MUST READ: CITY OF MIAMI BEACH do 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: Certificates-miamibeach(a�riskworks.corn 23 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 Special Risks or Circumstance —The City of Miami Beach 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 the vendor of his liability and obligation under this section or under any other section of this agreement. 23.1.7 Any insurance required of Vendor pursuant to this Agreement must also be required by any sub-contractor of Vendor in the same limits and with all requirements as provided herein, including naming the City and Vendor as an additional insured, in any work is subcontracted. The Vendor and any sub-contractor of Vendor shall maintain such policies during the term of this Agreement. 24. Governing Law and Exclusive Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY F.NTFRING INTO THIS AGREEMENT, CITY AND VENDOR 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. 25. Extent of Agreement. This Agreement represents the entire and integrated agreement between the City and the Vendor and supersedes all prior negotiations, representations, or agreements, either written or oral. 26. Attorney's Fees. In the event that either party brings suit for enforcement of this Agreement, the prevailing party shall be entitled to attorney's fees and court costs in addition to any other remedy afforded by law. 27. COST NEUTRAL REQUIREMENT. THE PARTIES AGREE AND HEREBY ACKNOWLEDGE THAT THIS AGREEMENT IS EXPECTED TO BE COST NEUTRAL. ACCORDINGLY, THE ACTUAL REVENUE COLLECTED FROM THE CIVIL FEES WILL AT LEAST MATCH THE COST OF VENDOR'S FEES. SHOULD THE REVENUE COLLECTED FROM THE CIVIL FEES FALL SHORT OF THE COST OF THE VENDOR'S FEES OVER THE TERM OF THE AGREEMENT, VENDOR WILL ABSORB THE DIFFERENCE IN COST.THE CITY WILL NOT PAY ANY FEES NOT COVERED BY ACTUAL REVENUE RECEIVED. THE COST NEUTRAL DETERMINATION OF THIS SECTION 27 SHALL BE BY THE MONTHLY "TRUE- UP"OF FEES AND ANY SHORTFALL AT THE EXPIRATION OF THE CONTRACT SHALL BE FORGIVEN BY THE VENDOR AND DEEMED SATISFIED AND RELEASED BY THE CITY. 28. Most Favored Customer. The Vendor represents that the fees, charges, and/or costs paid to Vendor under this Agreement do not exceed the current fees, charges or 24 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 costs paid to Vendor by other Florida cities, counties and/or municipalities for the same (or substantially similar) services described in this Agreement. In the event the stated fees, charges and/or costs charged to the City under this Agreement are determined to be higher, then said fees, charges and/or costs shall be reduced accordingly. In such an event, the Vendor agrees to offer the same (or lower) fees, charges and/or costs to the City as those charged to other Florida cities, counties and/or municipalities for the same (or substantially similar) services described in this Agreement. 29. Proposal Documents Incorporated. "Proposal Documents" shall mean Request For Proposals No. 2019-093-JC for a Red Light Violation Camera Enforcement System and Related Support Services, issued by the City in contemplation of this Agreement,together with all amendments thereto, if any, and the Vendor's proposal in response thereto (Proposal), which is incorporated by reference in this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, this Agreement shall prevail. 30. Force Majeure. Neither party will be liable to the other or be deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include but are not limited to, acts of God or the public enemy, terrorism, hurricanes, folds, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, or Governmental Authorities approval delays which are not caused by any act or omission by Vendor. The party whose performance is affected agrees to notify the other promptly of the existence and nature of any delay 31. INSPECTOR GENERAL AUDIT RIGHTS. 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. 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 Vendor 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. 25 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 3. Upon ten (10) days written notice to the Vendor, the Vendor 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 Vendor, its officers, agents and employees, lobbyists,City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. 4. The Inspector General shall have the right to inspect and copy all documents and records in the Vendor's possession, custody or control which in the Inspector General's sole judgment,pertain to performance of the contract,including,but not limited to original estimate files, change order estimate files,worksheets,proposals and agreements from 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. Notwithstanding the rights above the Vendor will not be required to provide Vendor's proprietary solution or other corporate information including but not limited to Cost and pricing or insurance policy information.Any such information if requested would be managed through the subpoena powers available to the Inspector General and both parties agree such information will be requested is deemed confidential and any such responsive records the parties will request sealing of such responsive information. 5. The Vendor 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 contract, for examination, audit, or reproduction, excluding such proprietary and/or confidential information addressed under section 4 above until three (3) years after final payment under this contract or for any longer period required by statute or by other clauses of this contract. In addition: i. If this contract is completely or partially terminated, the Vendor shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. The Vendor shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this contract until such appeals, litigation, or claims are finally resolved. 6. The provisions in this section shall apply to the Vendor, its officers, agents, employees, subcontractors and suppliers. The Vendor shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Vendor in connection with the performance of this contract. 26 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 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 Vendor or third parties. 32. VENDOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Vendor shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. Records made or received in connection with this Agreement are public records under Florida law, as defined in Section 119.011(12), Florida Statutes. (B) Pursuant to Section 119.0701 of the Florida Statutes,the Vendor shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in 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 Vendor does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Vendor or keep and maintain public records required by the City to perform the service. If the Vendor transfers all public records to the City upon completion of the Agreement, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Vendor keeps and maintains public records upon completion of the Agreement,the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. (C) REQUEST FOR RECORDS; NONCOMPLIANCE. (1) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the vendor of the request, and the Vendor may provide the records to the City as requested however the City will have access to all public records through Vendor's System to allow the City to access the records so the City can inspect or copied within a reasonable time. 27 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 (2) Vendor's failure to comply with the City's request for records shall constitute a breach of this Agreement,and the City,at its sole discretion,may:(1)unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or (3) avail itself of any available remedies at law or in equity. (3) A vendor who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (D) CIVIL ACTION. (1) If a civil action is filed against Vendor to compel production of public records relating to the City's contract for services, the court shall assess and award against the Vendor the reasonable costs of enforcement, including reasonable attorney fees, if: a. The court determines that the Vendor 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 Vendor has not complied with the request, to the City and to the Vendor. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to the Vendor at the Vendor's address listed on its contract with the City or to the Vendor'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. (3) A vendor 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. (E) IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S 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(d:MIAMIBEACHFL.GOV PHONE: 305-673-7411 33. E-VERIFY (A) Vendor 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, Vendor t 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, Vendor shall expressly require any subconsultant 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 28 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 employees hired by the subconsultant during the contract Term. If Vendor enters into a contract with an approved subcontractor, the subcontractor must provide the Vendor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Vendor shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that Vendor has knowingly violated Section 448.09(1), Florida Statutes,the City shall terminate this Agreement with Vendor for cause, and the City shall thereafter have or owe no further obligation or liability to Vendor. (2) If the City has a good faith belief that a subcontractor has knowingly violated the foregoing Subsection 32(A), but the Vendor otherwise complied with such subsection, the City will promptly notify the Vendor and order the Vendor to immediately terminate the Agreement with the subcontractor. Vendor's failure to terminate a subcontractor shall be an event of default under this Agreement, entitling City to terminate the Vendor's contract for cause. (3) A contract terminated under the foregoing Subsection(B)(1)or(B)(2)is not in breach of contract and may not be considered as such. (4) The City or Vendor or a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B)(1) or(B)(2) no later than 20 calendar days after the date on which the contract was terminated. (5) If the City terminates the Agreement with Vendor under the foregoing Subsection(B)(1),Vendor may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Vendor is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 32. [Signature Page to Follow] 29 DocuSign Envelope ID 44429043-3824-4CE3-8CB2-DADFE3C572B1 DocuSign Envelope ID.191C1A48-6775-4230-8A7C-6EOFE113BD3A Contract no. 19-093-01 IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and year first written above. ATETEST: CITY OF �tIAMI BEACH,FLORIDA DocuSigned by: i<2_,,e________ FABBBAOBFB5E4CF..:. __ ..-__.___.—___ ._.__. __—�..__. Rafael L. Granado,City Clerk Dan Gelber, Mayor CONDUENT STATE& LOCAL SOLUTIONS INC. -") -.., l -. ~�.li..., - „„.5ifnature President J fi�tEr .P Pt Cti� FORM &APPROVED AS TO -.. FORM 8LANGUAGE Print Name $, FOR EXECUTION /1 e- a .1.e\c - ' h2/2 )- Date ?ly Attorney , , Date [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 30 DocuSign Envelope ID:44429043-3824-4CE3-8C62-DADFE3C572B1 Contract no. 19-093-01 EXHIBIT A DESIGNATED INTERSECTIONS CAMERA NEW LOCATIONS 1 41 St. & Pinetree Dr (Eastbound) New Location 2 43 St. & Alton Rd (Southbound) New Location 3 MacArthur Causeway Westbound @ Founta n Street New Location 4 71 St. & Indian Creek Drive (Eastbound) New Location 5 75t St. & Coffins Ave New Location CAMERA CURRENT LOCATIONS 5 41 St. & Prairie Ave remain at current location 7 17 St. & Washington Ave(Southboundj remain at current location 8 17 St. & Washington Ave(Eastbound: remain at current location 9 17 St. &Alton Road (Westbound) remain at current location 10 Dade Blvd. &Washington Ave remain at current location 11 23 St. & Pinetree Blvd. remain at current location 12 Alton Road & C:hase Ave(NorthboJnd) remain at current location 13 63 St. & Indian Creek Drve remain at current location 14 Abbott Ave& Indian Creek Dr've remain at current location 15 71 St. & Indian Creek Drive (Northbound; remain at current location [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 31 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 EXHIBIT B CONSTRUCITON AND INSTALLATION OBLIGATIONS CONDUENT will have each Designated Intersection installed and activated in phases in accordance with and no later than a mutually agreed upon implementation plan to be mutually agreed to by CONDUENT and the City. The initial installation shall be ten(10)cameras from the Intersections list in Exhibit"A". CONDUENT OBLIGATIONS - CONDUENT shall do or cause to be done each of the following (in each case, unless otherwise stated below,at CONDUENT'sole expense): 1.1. CONDUENT will use reasonable efforts to install the System in accordance with the schedule set forth in the implementation plan that will be formalized upon project commencement. 1.2. CONDUENT will use reasonable efforts to install and activate the first Designated Intersection within ninety(90)days from receipt,for each specific intersection approach,of all Right of Ways(ROW) and permits required by Section 1.7 of this Exhibit B. 1.3. [INTENTIONALLY OMITTED] 1.4. Appoint the CONDUENT Program Manager and a project implementation team consisting of the appropriate number of staff members to assist the CONDUENT Program Manager; 1.5. Request current "as-built" electronic engineering drawings for the Designated Intersections(the "Drawings")from the County Traffic Engineer; 1.6. Develop and submit to the City for approval construction and installation specifications in reasonable detail for the Designated Intersection including,but not limited to,specifications for all laser traffic detection,pavement loops(if applicable),electrical connections and traffic controller connections,as required. 1.7. Seek approval from the applicable Governmental Authorities having authority or jurisdiction over the construction and installation specifications for the Designated Intersection (collectively, the "Approvals"),which will include compliance with City permit applications. 1.8. Provide reasonable public relations and media template materials to the City in the event the City elects to conduct a public launch of the Red Light Photo Enforcement Program. 1.9. Provide 2500 printed City developed and designed brochures. 1.10. Develop the Red Light Violation Criteria and Enforcement Documentation (Business Rules) for approval by the City,approval will be by written communication from the City,consistent with the requirements of the City Ordinance. 1.11. Formal Site Acceptance-Complete the installation and testing of all necessary Equipment,including hardware and software, at the Designated Intersections (under the supervision of the City). Conduent shall complete the site acceptance form attached hereto as Exhibit T. 1.12. Subcontract with an electrical sub-contractor to complete all reasonably necessary electrical work at the Designated Intersections,including but not limited to the installation of all related equipment and other detection sensors,poles,cabling,telecommunications equipment and wiring,which shall be performed in compliance with all applicable local,state and federal laws and regulations. 1.13. Install and test the functionality of the Designated Intersections with the CONDUENT Solutions and establish fully operational violation processing capability with Citeweb'"violation processing. 1.14. Generate warning notices during the warning period.Warning notices will be designed according to the City's criteria. 32 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 1.15. Print Notices of Violation issued by the City as well as"Failure to Comply"notices and if the alleged violator requests hearing,issue Notices of Hearing,pursuant to City Ordinance. 1.16. Obtain access to the records data of the Florida Department of Motor Vehicles and the National Law Enforcement Telecommunications System(NLETS)as needed for the program. 1.17. Provide training for personnel of the City,including,but not limited to,the persons who City shall appoint as Authorized Employees and other persons involved in the administration of the Red Light Photo Enforcement Program.This shall include training with respect to the CONDUENT Solution and its operations,strategies for presenting Violation Data in court and judicial proceedings and a review of the Enforcement Documentation. 1.18. Interact with court and judicial personnel, including the City's hearing officer to address issues regarding the implementation of the CONDUENT Solution,the development of hearing notification processes that will permit the offering of Violations Data in hearings and judicial proceedings,and coordination between CONDUENT,the City and the City's Hearing officer 1.19. Provide reports and statistical data through an on-demand interface,as outlined in the Proposal, Section 3.5 thereof. 1.20. Shall mail Notices of Violations by first class mail. 1.21. Shall mail hearing notices certified mail via electronic return receipt. 2. CITY OBLIGATIONS.The City shall do or cause to be done each of the following(in each case,unless otherwise stated below,at City's sole expense): 2.1. Appoint a City designated Program Manager to work directly with Conduent's Program Manager. 2.2. Assist CONDUENT in obtaining the Drawings from the applicable Governmental Authorities. 2.3. Notify CONDUENT of any specific requirements relating to the construction and installation of any Intersection or the implementation of the Red Light Photo Enforcement Program. 2.4. Assist CONDUENT in seeking the necessary approvals of permitting required for the installation equipment. 2.5. Provide reasonable access to the City's properties and facilities in order to permit CONDUENT to install and test the functionality of the Designated Intersections and the Red Light Photo Enforcement Program; 2.6. Provide reasonable access to the personnel of the City and reasonable information about the specific operational requirements of such personnel for the purposes of performing training. 2.7. Develop and implement Public Awareness Strategy during the period commencing on the date on which CONDUENT begins the installation of the first Designated Intersection and ending six (6) months after the Installation Date. 2.8. Assist CONDUENT in developing the Red Light Violation Criteria and Enforcement Documentation (Business Rules)for approval by the City,consistent with the requirements of the City Ordinance. 2.9. The City shall,on a form provided by CONDUENT,provide verification to the State Department of Motor Vehicles,National Law Enforcement Telecommunications System,or appropriate authority indicating that CONDUENT is acting as an agent of the City for the purposes of accessing vehicle ownership data pursuant to the list of permissible uses delineated in the Drivers Privacy Protection 33 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Contract no. 19-093-01 Act 18 U.S.C.§2721,Section(b)(1),and as may otherwise be provided or required by any provision of applicable State law. 2.10. If feasible, and/or applicable, and only after all necessary approvals have been obtained from utilities and other governmental entities with jurisdiction, City shall allow CONDUENT to access power from existing power sources,at no cost to CONDUENT.If CONDUENT is required to have the power company install metering equipment then City will pay installation costs and power source fees. 2.11. The Miami Beach Police Department shall process each Violation in accordance with State Laws and or City Ordinances within seven (7) business days of its appearance in the Police Review Queue, using Citeweb'"to determine which violations will be issued as Violations or Notices of Violation or as soon as reasonably practical in the event of technical difficulties, power outages, or other circumstances beyond the City's control, or with the consent or approval of CONDUENT for extension. 2.12. City shall provide authorized personnel access to the internet for the purpose of approving violations and reviewing adjudications. 2.13. Approve Violations on forms provided by CONDUENT. 2.14. In the event that remote access to the CONDUENT Solution is blocked by City's network security infrastructure, the City's IT Department and the counterparts at CONDUENT shall coordinate to facilitate appropriate communications access while maintaining required security measures. 2.15. City shall prnvirlP ariPriilate space in a City facility for on-site training. 2.16 City shall provide a URL link on the City website to direct violators to CONDUENT public portal for payment options and to view images and videos of violations. 2.17 City shall seek rights from private property owners,with assistance from Conduent,as necessary for the placement of System Equipment at designated intersections where Governmental Authorities do not have jurisdiction over the Designated Intersection and adjacent rights of way and such Governmental Authorities cannot provide authority to CONDUENT for the installation of its Equipment. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 34 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Updated 7-29-22 EXHIBIT C MAINTENANCE 1. All repair and maintenance of Conduent's system and related equipment will be the sole responsibility of Conduent. 2. Conduent shall repair or replace inoperable equipment within 72 hours of detection or notification by the City. In the event the camera is inoperable in excess of 3 consecutive days and not due to reasons outside of Conduent's control (including but not limited to: Force majeure, knockdowns, road construction, utility or service provider failures, etc.) Conduent will pro-rate the monthly fee beyond 3 calendar days allowable. 3. Conduent will not have access to the traffic signal controller boxes without a representative of the City or Miami Dade County traffic engineering. 4. The City is responsible for power and power meter continuing on to the Access point to the City power meter. Conduent is responsible for all maintenance and any repairs from the power access point to the designated red-light camera systems and red-light camera system communications. 5. Conduent will use infrared (IR) flash for ALPR and if necessary, for image quality on red light violations will utilize white light flashes. 6. Conduent's Program Manager(or a designated alternate) shall be available to the City's Program Manager each day. 7. City is responsible for the ground maintenance of each enforcement site clearing any vegetation that is obstructing Conduent camera equipment and/or the citation field of view that hinders red light enforcement operation, which includes but is not limited to traffic signal blockage, vehicle detection system or vehicle image obstructions. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 35 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Updated 8-16-22 EXHIBIT D VIOLATION PROCESSING 1. All violation data shall be stored on Conduent's server and be accessible via Conduent's CitewebTM database for authorized City personnel to access 2. CitewebTM will provide violations captured from the City intersections in a format capable of review by authorized City personnel via the Internet 3. Conduent will make initial review if a possible violation meets the criteria for an actual violation based upon the business rules of the City 4. Conduent will send possible violations after initial review through the DMV as well as NLETS/Experian and other means necessary based on the license plate state for the violation that occurred for name and address lookup 5. Conduent will perform a secondary review of all possible violations after name and address lookup to ensure the correct information is obtained and that the possible violation still meets the criteria of the City for issuance 6. Possible violations that have been determined by Conduent to meet criteria for issuance are forwarded to the City Police for final determination on if the violation should be issued and become a citation. Only the Police have this ability to decide what will become an actual citation. 7. All violations approved by the City Police will become a citation and will print and mail to the violator no later than 7 days after approval 8. Conduent will produce a notice of violation that meets the criteria necessary by the City and State requirements. The notice of violation is able to be modified at the request of the City 9. CitewebTm will allow authorized users to generate predetermined approved reports by the City as well as to request custom reports at no additional cost to the City 10. Conduent will provide expert witness testimony if requested in writing by the City with at least fourteen (14) calendar days in advance of the date needed 11. Conduent will provide toll free number for violators to call as well as make payments via the phone via Pay by Phone 12. Conduent will accept payments via the Public Portal for Pay by Web internet enabled payments as well as accept lockbox for mail in payments 13. Conduent will collect and deposit payments into the City owned bank account 14. Conduent will charge violators a $4.95 dollar credit card convenience fee for all payments made by credit card which shall be retained by Conduent [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 36 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Updated 7-29-22 EXHIBIT E FEE Item Description Qty ! Monthly Per Unit Fee Monthhy Total 4 Annual Cost 1 I Fixed Fee Per Installed Camera j 15 $ 3,195.00 j $ 47,925.00 $ 575,100.00 [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 37 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Updated 7-29-22 EXHIBIT F ADDITIONAL RIGHTS AND OBLIGATIONS CONDUENT and the City shall respectively have the additional rights and obligations set forth below: 1. CONDUENT shall assist the City in public information and education efforts including but not limited to the development of artwork for utility bill inserts, press releases and schedules for any public launch of the Red-Light Photo Enforcement Program, as outlined in the CONDUENT Proposal, Section 2.b.VI 6.5 thereof. 2. CONDUENT will be responsible for fabrication and posting of signs at Designated Intersections, under the direction of the City. CONDUENT' engineering team will work with City transportation officials to ensure all"signage"is designed and installed according to the Manual of Uniform Traffic Control Devices (MUTCD) regulations including, but not limited to, Florida Department of Transportation (FDOT) and City engineering standards.All work will be coordinated with the City for locations,signage size and design. CONDUENT will include company identification on the back of the sign. 3. CONDUENT Program Manager and the City Program Manager shall meet at least on a weekly basis during the period commencing as of the date of execution of the Agreement and ending on the termination of the Warning Period, and at least on a monthly basis for the remainder of the Term,at such times and places as CONDUENT Program Manager and the City Program Manager shall mutually agree. 4. The City shall not access or use the Vendor System in any manner other than the intended use as identified by the Vendor or in any other manner not prescribed by law. 5. The City shall maintain the confidentiality of any username,password or other process or device for accessing the CONDUENT Solution or using the Red-Light Photo Enforcement Program. 6. CONDUENT and the City shall advise each other, in writing, with respect to any applicable rules or regulations governing the conduct of the other on or with respect to the property of such other party including, but not limited to, rules and regulations relating to the safeguarding of Confidential Information and, when so advised, CONDUENT and the City shall obey any and all such rules and regulations. If any rules or regulations materially change the nature of either party then the parties agree to negotiate a change order to ensure compliance. 38 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 Updated 7-29-22 7. The City shall promptly reimburse CONDUENT for the cost of repairing or replacing any portion of CONDUENT, or any property or equipment related thereto, damaged solely and directly by the gross negligence or willful misconduct of the City, or any of its employees, contractors, or agents. In all other instances, such costs shall be solely CONDUENT costs. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 39 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 EXHIBIT G INSTALLATION SCHEUDLE 40 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 EXHIBIT H CONDUENT 4 Miami Beach Depreciation Schedule-Red Light Photo Enforcement Program Transportation Total Monthly Monthly Amortization Depreciation Remaining Depreciation Remaining Amount Month Amount Balance Month Amount Balance 1,144,972.60 1 0.00 1,144,972.60 31 20,162.36 584,708.64 2 0.00 1,144,972.60 32 20,162.36 564,546.28 3 12,014.20 1,132,958.40 33 20,162.36 544,383.92 4 12,014.20 1,120,944.20 34 20,162.36 524,221.56 5 12,014.20 1,108,930.00 35 20,162.36 504,059.20 6 20,162.36 1,088,767.64 36 20,162.36 483,896.84 7 20,162.36 1,068,605.28 37 20,162.36 463,734.48 8 20,162.36 1,048,442.92 38 20,162.36 443,572.12 9 20,162.36 1,028,280.56 39 20,162.36 423,409.76 10 20,162.36 1,008,118.20 40 20,162.36 403,247.40 11 20,162.36 987,955.83 41 20,162.36 383,085.04 12 20,162.36 967,793.48 42 20,162.36 362,922.68 13 20,162.36 947,631.12 43 20,162.36 342,760.32 14 20,162.36 927,468.76 44 20,162.36 322,597.96 15 20,162.36 907,306.40 45 20,162.36 302,435.60 16 20,162.36 887,144.04 46 20,162.36 282,273.24 17 20,162.36 866,981.68 47 20,162.36 262,110.88 18 20,1b2.31, 846,819.32 48 20,162.36 241,948.52 19 20,162.36 826,656.96 49 20,162.36 221,786.16 20 20,162.36 806,494.60 50 20,162.36 201,623.80 21 20,162.36 786,332.24 51 20,162.36 181,461.44 22 20,162.36 766,169.88 52 20,162.36 161,299.08 23 20,162.36 746,007.52 53 20,162.36 141,136.72 24 20,162.36 725,845.16 54 20,162.36 120,974.36 25 20,162.36 705,682.80 55 20,162.36 100,812.00 26 20,162.36 685,520.44 56 20,162.36 80,649.64 27 20,162.36 665,358.08 57 20,162.36 60,487.28 28 20,162.36 645,195.72 58 20,162.36 40,324.92 29 20,162.36 625,033.36 59 20,162.36 20,162.56 30 20,162.36 604,871.00 60 20,162.56 0.00 Total 1,144,972.60 CONDUENT CONFIDENTIAL-TRADE SECRET 41 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 EXHIBIT I ACCEPTANCE FORM (TO BE ATTACHED) 42 DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 EXHIBIT I CITY SITE ACCEPTANCE FORM Conduent Photo Enforcement CONDUENT Public Sector Services Miami Beach DriveSafe Gen3 Red Light City Site Acceptance Form DocuSign Envelope ID:44429043-3824-4CE3-8CB2-DADFE3C572B1 ©2018 Conduent Business Services, LLC. All rights reserved. Conduent and Conduent Agile Star are trademarks of Conduent Business Services, LLC in the United States and/or other countries. Other company trademarks are also acknowledged. Document Version: 1.0 (March 2018). 0 0 C) DocuSign Envelope ID: 191C1A48-6775-4230-8A7C-6EOFE113BD3A CITY SITE ACCEPTANCE FORM m m 0 0 SITE CODE: SITE LOCATION: N O O W CO N Recording of serial numbers o m 00 DriveSafe Gen 3System Field Box D 0 SmartMicro Sensor m Router N W Modem SITE DETAILS Site Code Approach Roadways Number of Lanes Date and Time Name of Tester Software Version Posted Speed Infrastructure Pole Field Box at pole Traffic signal wires Power to Field Communication to to Field Box Box Field Box 1 0 0 2 DocuSign Envelope ID:191C1A48-6775-4230-8A7C-6EOFE113BD3A O. CITY SITE ACCEPTANCE FORM m 3 CD 0 -0 CD Check applicable ❑ ❑ ❑ ❑ ❑ o . A CV Flashes Other DSS Gen3 Router Modem W Qty: Name: 4, Check applicable ❑ ❑ ❑ ❑ ❑ 0 m w 0u 0 m N TEST PROCEDURE o # Test Pass Fail Acceptance Criteria/ Comments m 0 1. Visual Inspection 03 1.1 Inspection of the Poles and Fixtures Aux Pole SmartMicro pole DriveSafe Pole (If applicable) (if applicable) Pass Fail Pass Fail Pass Fail 1.1.1 Inspection for external damages ❑ ❑ ❑ 1 ❑ ^ 1.1.2 Poles and camera housing properly ❑ ❑ ❑ ❑ ❑ U mounted 1.1.3 Connecting wires not exposed ❑ ❑ ❑ ❑ ❑ ❑ 1.1.4 Flash housings mounted properly ❑ ❑ ❑ ❑ ❑ ❑ 1.1.5 Nuts are present and tightened on all ❑ ❑ ❑ ❑ ❑ ❑ foundation screws 2 0 0 C) c DocuSign Envelope ID:191C1A48-6775-4230-8A7C-6EOFE113BD3A CITY SITE ACCEPTANCE FORM m m 0 0 m 1.2 Roadway 1.2.1 SmartMicro monitors correct approach ❑ ❑ 0 1.2.2 Signal light sequence is correct ❑ ❑ The signals should follow a Green —Amber— Red cycle with only one signal on at a time. 1.2.3 Record amber phase duration from system (in tenths of seconds) 03 w 0 0 m m w 0 0, 3 0 DocuSign Envelope ID: 191 C1 A48-6775-4230-8A7C-6EOFE113BD3A U? CITY SITE ACCEPTANCE FORM m 0 a co Test PASS FAIL Expected Result/Comment N 2. System Configuration Test W 2.1. DriveSafe Gen3 Camera System Graphic User Interface Login window The Web browser displays the DriveSafe Gen3 m access. Connect the testing computer to co the camera system and open the Web Camera log-in page and requests a username and CO 2.1.1. browser. Enter the IP address of the ❑ ❑ password. b camera system into the Web browser and Camera IP: > connect. W n Successful Login to the DriveSafe GUI 2.1.2. Interface : Enter the user name and n ❑ The Web browser displays the Home page of the password and click OK. system. Verify: - System Time Verify correct information is displayed on - Vehicle count increases as traffic passes by. 2.1.3. the Home page. I I - The number of light phases active (showing color) match the number of phases enforced. - All other light phases are <<dark>> 2.1.4. Verify that the video camera is live. ❑ >View>Cam 0 Verify that system is operating by taking a 2.1.5. test shot. ❑ I I Service>Test shot>Enable Test Shot View generated images of test shot View/Incident Details>A Image 2.1.6. A Shot—Vehicle with tires behind Stop Bar ❑ p View/Incident Details>B Image View/Incident Details>Plate Image B Shot—Vehicle showing progression View/Incident Details>Video 4 0 C c DocuSign Envelope ID:191C1A48-6775-4230-8A7C-6EOFE113BD3A CO CITY SITE ACCEPTANCE FORM m m 0 CD co Plate Shot - Plate image of violating vehicle 10 video Clip—Vehicle showing light transition• Setup>Camera Setup>Video Recording 2 1 7 View video camera information. n I I Setup>Camera Setup>Max Digital Gain Setup>Camera Setup>Bit Rate W CO Setup>Location Setup 2 1 8 View system deployment settings. System>Network>Time o Setup>Enforcement Type Setup>Lane Configuration • 2.1.9. Camera network configuration setup. ❑ n System>Network>Network IP 2.1.10. Camera FTP Setup ❑ System>Network>Network FTP 5 0 0 0 a DocuSign Envelope ID:191 C1 A48-6775-4230-8A7C-6EOFE113BD3A U? CITY SITE ACCEPTANCE FORM m 0 a m 0 3. Operations Test Co Review the violations captured during the previous 7 days before the acceptance test period. Select a representative A event (Red Light) for each lane during the period if available. CO Note: In the event, no violations were captured for a specific lane or site. A controlled test will be performed at these CO sites running vehicles to trigger the DSS system with the assistance of the City and MBPD personnel directing/halting o traffic in both day and night conditions. • co 3.1. Red Light violations — Day (Insert ✓ if corresponding image is attached; NV if no violation is available for the lane and NA if lane is not present) Lane 1 Lane 2 Lane 3 Lane 4 Lane 5 Image 1 showing the vehicle initiating the violation before 3.1.1. enforcement point and signal is red. 3.1.2. Image 2 showing the vehicle beyond enforcement point and signal is red. 3.1.3. License plate is readable on Plate Image 3.1.4. Street environment shows acceptable illumination on Image B. • 3.1.5. 10 second video shows the complete process for RL Violations. 6 0 0 DocuSign Envelope ID: 191C1A48-6775-4230-8A7C-6E0FE113BD3A CITY SITE ACCEPTANCE FORM m 0 m Record date and time of violations during Day: o W 3.2. Red Light violations— Night (Insert ✓ if corresponding image is attached; NV if no violation is available for the lane and NA if lane is not present) o m Co Lane 1 Lane 2 Lane 3 Lane 4 Lane 5 CO N 0 Image 1 showing the vehicle initiating the violation before 3.2.1. enforcement point and signal is red. C) 3 2 2 Image 2 showing the vehicle beyond enforcement point and signal is co red. 3.2.3. License plate is readable on Image A or Image B. 3.2.4. Street environment shows acceptable illumination on Image B. 3.2.5. 10 second video shows the complete process for RL Violations. Record date and time of violations during Night: 7 0 0 C, c DocuSign Envelope ID: 191C1A48-6775-4230-BA7C-6EOFE113BD3A to CITY SITE ACCEPTANCE FORM m 0 m This is to certify that the DriveSafe Gen3 Red Light Enforcement System installed on approach at site number has successfully transitioned through the Acceptance Test process. This system is currently performing up to W system specification and generating events that meet requirements. C) Test witnessed by: o co Name Representing Signature m C) U, CO Problem Report 8 0 C DocuSign Envelope ID: 191C1A48-6775-4230-8A7C-6EOFE113BD3A CITY SITE ACCEPTANCE FORM m a 0 Site Number and Name Test No. w 03 N Date of reporting I n Problem description 0 0 m w n Reason of problem W Corrective Measures to be taken Date when corrections will be complete: Tests to be repeated Date when tests will be repeated 9