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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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