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EXCLUSIVE AGREEMENT BETWEEN THE CITY OF SAN LEANDRO CALIFORNIA
<br /> AND REDFLEX TRAFFIC SYSTEMS, INC. FOR
<br /> TRAFFIC CAMERA SAFETY IMPROVEMENT PROGRAM
<br /> This Agreement (this "Agreement ") is made as of this April 20, 2011 by and between Redflex
<br /> Traffic Systems, Inc., a Delaware Corporation, with offices at 6076 Bristol Parkway, Culver
<br /> City California, 90230 ( "Redflex "), and The City of San Leandro a municipal corporation, with
<br /> offices at 835 East 14` Street, San Leandro, California 94577 (the "Customer" and/or the
<br /> "City ").
<br /> RECITALS
<br /> WHEREAS, Redflex has exclusive knowledge, possession and ownership of certain equipment,
<br /> licenses, applications, and citation processes related to the Traffic Camera Safety Improvement
<br /> Program (hereinafter "the Program "); and
<br /> WHEREAS, the Customer desires to engage the services of Redflex to provide certain
<br /> equipment, processes and back office services so that Authorized Employees of the Customer are
<br /> able to monitor, identify and enforce traffic violations; and
<br /> WHEREAS, it is a mutual objective of both Redflex and the Customer to reduce the incidence of
<br /> vehicle collisions at the traffic intersections and city streets that will be monitored pursuant to the
<br /> terms of this Agreement.
<br /> NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other
<br /> valuable consideration received, the receipt and sufficiency of which are hereby acknowledged,
<br /> the parties agree as follows:
<br /> AGREEMENT
<br /> 1. DEFINITIONS. In this Agreement, the words and phrases below shall have the following
<br /> meanings:
<br /> 1.1. "Authorized Employee" means the Project Manager or such other individual(s) as the
<br /> Customer shall designate to review Potential Violations and to authorize the Issuance of
<br /> Citations in respect thereto,
<br /> 1.2. "Authorized Violation" means each Potential Violation in the Violation Data for which
<br /> authorization to issue a citation in the form of an Electronic Signature is given by the
<br /> Authorized Employee by using the Redflex System.
<br /> 1.3. "Citation" means the notice of a Violation, which is mailed or otherwise delivered by
<br /> Redflex to the violator on the appropriate Enforcement Documentation in respect of each
<br /> Authorized Violation.
<br /> 1.4. "Confidential or Private Information" means, with respect to any Person, any
<br /> information, matter or thing of a secret, confidential or private nature, whether or not so
<br /> labeled, which is connected with such Person's business or methods of operation or
<br /> concerning any of such Person's suppliers, licensors, licensees, customers.or others with
<br /> whom such Person has a business relationship, and which has current or potential value
<br /> to such Person or the unauthorized disclosure of which could be detrimental to such
<br /> Person, including but not limited to:
<br /> 1.4.1. Matters of a business nature, including but not limited to information relating to
<br /> development plans, costs, finances, marketing plans, data, procedures, business
<br /> opportunities, marketing methods, plans and strategies, the costs of construction,
<br /> installation, materials or components, the prices such Person obtains or has obtained
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