City of Hogansville City Council Work Session Meeting Agenda Monday, April 1, 2024-5:30 pm  HOGANSVILLE  GEORGIA  Meeting will be held at Hogansville City Hall  Mayor: Jake Ayers Council Post 1: Michael Taylor, Jr* 2025 Council Post 2: Matthew Morgan 2025 Council Post 3: Mandy Neese Council Post 4: Mark Ayers Council Post 5: Kandis Strickland 2027 WORK SESSION - 5:30 pm ORDER OF BUSINESS  2025 2027 2027  City Manager: Lisa E. Kelly Assistant City Manager: Niles Ford City Attorney: Alex Dixon Chief of Police: Jeffrey: Sheppard City Clerk: LeAnn Lehigh  Mayor Pro-Tem  1. City Tech - Charles Abbott & Associates  2. Speed Photo Enforcement System - RedSpeed, Georgia, LLC  3. AMR  Meeting to be held at Hogansville City Hall, 111 High Street, Hogansville Ga. 30230        RedSpeedo  PROFESSIONAL SERVICES AGREEMENT  January 30, 2024  This AGREEMENT (the "Agreement") made this 30th Day of January 2024, (herein the "Commencement Date"), between RedSpeed Georgia, LLC,a Georgia Limited Liability Company (herein "REDSPEED"), with its principal place of business at 400 Eisenhower Lane North, Lombard, IL 60148, and City ofHogansville aj political subdivision authorized and created by the State of Georgia (herein "GOVERNING BODY"), with principal offices at 111 High St,  Hogansville, GA 30230.cdnt  WITNESSETH:  WHEREAS, REDSPEED has the exclusive knowledge, possession, and ownership of certain equipment, licenses, and processes referred to collectively as the "Speed Photo  Enforcement System" (herein "SPE System"); and  WHEREAS, GOVERNING BODY desires to use the SPE System to monitor and enforce school zone speed, and may, in the future, desire to monitor and enforce red light violations or  other traffic movements and toi issue citations for traffic violations; and  WHEREAS, on or about May 8, 2018, the Governor oft the State of Georgia signed 2017 6a. HB 978 into law, resulting in Section 40-14-18 of the Official Code of Georgia Annotated  taking effect on. July 1,2018; and  WHEREAS, Section 40-14-18 of the Official Code of Georgia Annotated expressly authorizes municipalities to use traffic infraction detectors to enforce certain provisions of Section 40-14-8 oft the Official Code of Georgia Annotated, subject to certain requirements; and  WHEREAS, GOVERNING BODY's City Council has adopted an ordinance, which authorizes GOVERNING BODY'sTrafhic Safety Camera Program ("TSCP") and provides for the implementation and operation ofs such program by REDSPEED, as agent OfGOVERNINGI BODY. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, REDSPEED and GOVERNING BODY agree that the Agreement shall be as  provided herein:  TERMS AND CONDITIONS  1.  DEFINITIONS:  As used in this Agreement, the following words and terms shall, unless the context otherwise "Motor Vehicle" means any self-propelled vehicle not operated upon rails or guide-way, but not including any bicycle or electric personal assisted mobility device.  requires, have the respective meanings provided below:  pg.1of17    RedSpeedo  "Notice of Violation" means a citation or equivalent instrument issued by a competent state or municipal law enforcement agent or agency or by a court of competent jurisdiction relating to a violation documented or evidenced by SPE System or REDSPEED as an agent ofs such law enforcement agent, agency or court. "Motor Vehicle Owner" means the person or entity identified by the Georgia Department ofMotor Vehicles, or other state vehicle registration office, as thei registered owner ofa vehicle. Such term shall also mean a lessee of a motor vehicle pursuant to a "Recorded Images" means photographic, electronic, digital or video images of a Motor Vehicle recorded by a SPE System and establishing a time sequence of the Motor "RedCheck" means web-based violation processing system used by Certified Peace "Speed Photo Enforcement System" (herein "SPE System") means an electronic system that captures recorded images of Motor Vehicles speeding in designated school zone and consisting of, at a minimum one radar, IR panel, and up to seven (7) individual video cameras capable of monitoring up to seven (7) lanes of  motor vehicle lease or rental agreement.  Vehicle entering the intersection or speed zone and its speed.  Officer.  enforcement.  "Certified Peace Officer" means an employee of GOVERNING BODY's police department who meets the qualifications of Section 40-14-1(1)ofthe Official Code "Unamortized Costs" means the historical cost ofa fixed asset less the total depreciation shown against that asset up to a specified date. Unamortized costs for this Agreement may include, but are not limited to, design/engineering plans, camera foundation construction and installation, restoration of camera location to its "Violation" means a violation ofSection 40-14-8 or Section 40-14-18ofthe Official Code of Georgia Annotated or a violation of GOVERNING BODY's Code of  ofGeorgia. Annotated.  original condition and cost of equipment.  Ordinances, as may be amended from time to time.  2.  REDSPEED AGREES TO PROVIDE:  The scope of work identified in "Exhibit A, Section 1". GOVERNING BODY AGREES TO: PROVIDE: The scope of work identified in "Exhibit A, Section 2". The service fee schedule identified in "Exhibit B".  3.  4.  SERVICE FEES:  pg.2of17    RedSpeedo 5.  TERM AND TERMINATION:  This Agreement shall be effective on the Commencement Date. The term of this Agreement shall bei fors sixty (60) months beginning on the first day ofthe month following the first issued Notice ofViolation (the "Start Date") ofthel last camera installed and shall be automatically extended for up to five (5) additional one (1) year periods. However, GOVERNING BODY may terminate this Agreement at the expiration of any term by providing written notice ofits intent not to extend the Agreement sixty (60) days prior to  the expiration oft the current term. REDSPEED's services may be terminated:  a. b.  By mutual written consent oft the parties.  For cause, by either party where the other party fails in any material way to perform its obligations under this Agreement andi the defaulting party fails to cure the default within thirty (30) days after receiving written notice. The terminating party must provide written notice to the other party of its intent to terminate and state with For convenience, by either party in the event that state legislation or a decision by acourt ofc competent jurisdiction prohibits the deployment oft the SPE Systems that ist the subject of this Agreement, but only following the exhaustion of any legal challenges that may occur challenging such state legislation or judicial determination. To the extent it becomes necessary, the Parties to this Agreement acknowledge that this agreement shall bet tolled during thet timei it takes to determine For convenience of GOVERNING BODY. GOVERNING BODY reserves the right to terminate by giving written notice to REDSPEED sixty (60) days prior to the effective date of such termination. If GOVERNING BODY elects to terminate the agreement under this subsection during the first twelve (2)monthsoftheinitial contract term, GOVERNING BODY shall pay termination costs related to  reasonable specificity the grounds for termination.  C.  legal challenges.  d.  unamortized costs.  Upon termination oft this Agreement, either for breach or because it has reached the end of its term or as a result of giving an early termination notice, the parties recognize that GOVERNING BODY will have to process traffic law violations that occur prior to the notice of termination of the Agreement and that REDSPEED must assist GOVERNING BODY in this regard. Accordingly, the parties shall take the following actions, and shall have the following obligations, which survive termination during the winddown period: GOVERNING BODY shall cease using the SPE System, shall return orallow REDSPEED toi recover all provided equipment within ai reasonable time not to exceed ninety (90) days, and shall not generate further images to be processed. Unless directed by GOVERNING BODY not to do SO, REDSPEED shall continue to process all images taken by GOVERNING BODY before termination and provide all services associated with processing in accordance with this Agreement and shall be entitled to all Fees specified in  pg.3of17    RedSpeede  the Agreement as if the Agreement were still in effect. REDSPEED shall provide GOVERNING BODY with all revenues owed to GOVERNING BODY accruing prior to the date of termination and REDSPEED shall be entitled to its fees pursuant to this Agreement, from said accrued revenues provided to GOVERNING BODY.  6.  ASSIGNMENT:  Neither party may assign all or any portion of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Provided, however, that GOVERNING BODY hereby acknowledges and agrees that delivery and performance OfREDSPEED'sI rights pursuant to this Agreement shall require as significant investment by REDSPEED, and that in order to finance such investment, REDSPEED may be required to enter into certain agreements or arrangements including, but not limited to, acknowledgments and/or consents with equipment lessors, banks, financial institutions or other similar persons or entities. GOVERNING BODY hereby agrees that REDSPEED shall have the right to assign, pledge, hypothecate or otherwise transfer its rights to the equipment but not the service provided under this Agreement, to any of the aforesaid financial institutions without GOVERNING BODY's prior written approval. GOVERNING BODY further acknowledges and agrees that in the event that REDSPEED provides any such acknowledgment or consent to GOVERNING BODY for execution, and in the event that GOVERNING BODY fails to execute and deliver such acknowledgment or consent back to REDSPEED within ten (10) calendar days after its receipt of such request from REDSPEED to execute such acknowledgment or consent, GOVERNING BODY shall be deemed to have consented to and approved such acknowledgment or consent and REDSPEED is granted a limited power of attorney, coupled with an interest, to execute the acknowledgment and/or consent on behalf of GOVERNING BODY and deliver such document to its financial institution.  7.  FEES AND PAYMENT:  GOVERNING BODY shall pay for all equipment, services and maintenance based on the  fee schedule indicated in Exhibit B, Schedule 1 ("Fees"). COMMUNICATION OF INFORMATION:  8.  REDSPEED agrees that all information obtained by REDSPEED through operation oft the SPE System shall be made available to the GOVERNING BODY at any time during REDSPEED's normal working hours excluding trade secrets as defined by Georgia law and other information that is confidential pursuant to Georgia law or exempt from disclosure pursuant to Georgia law and not reasonably necessary for the prosecution of citations or the fulfillment of GOVERNING BODY's obligation under this Agreement. REDSPEED reserves the right to charge GOVERNING BODY for sizable information  requests that will incur substantial resource allocation to compile.  9.  CONFIDENTIAL INFORMATION:  No information given by REDSPEED to GOVERNING BODY will be ofa confidential nature, unless specifically designated in writing as proprietary and confidential by  pg.4of17    RedSpeedo  REDSPEED and either confidential pursuant to Georgia law or exempt from disclosure pursuant to Georgial law. Nothing in this paragraph shall be construed contrary tot the terms and provisions ofany Georgia law governing public records or similar laws, insofar as they may be applicable. REDSPEED shall not use any information acquired by this program with respect to any violations or GOVERNING BODY's law enforcement activities for  any purpose other than the program encompassed by this Agreement.  10. OWNERSHIP OF SYSTEM:  It is understood by GOVERNING BODY that the SPE System being installed by REDSPEED is, and shall remain, the sole property of REDSPEED, unless separately procured from REDSPEED through a lease or purchase transaction. The SPE Systems are provided to GOVERNING BODY only under thet terms and: for the term ofthis Agreement.  11. RECORDS AND AUDIT:  REDSPEED shall maintain during the term oft the. Agreement all books ofaccount, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this Agreement. REDSPEED agrees to make available to GOVERNING BODY's Internal Auditor, during normal business hours and in City of Newnan, Georgia all books of account, reports and records relating to this Agreement for the duration of the Agreement and retain them for a minimum period of three (3) years beyond the last day of the Agreement term or such other period required by the Georgia public records law and Georgia public records retention schedules, whichever is longer.  12. INDEMNIFICATION AND INSURANCE:  REDSPEED shall comply with all laws, ordinances and regulations governing the use of photo enforcement systems applicable to this Agreement and shall comply with the maintenance procedures and manufacturer recommendations for operation ofSPE System equipment which affect this Agreement, and shall indemnify and save harmless the GOVERNING BODY against claims arising from the violations of the maintenance procedures and manufacturer recommendations for operation of the equipment as a result ofthe gross negligence, recklessness, or willful or intentional misconduct ofl REDSPEED, its officers and directors, agents, attorneys, and employees, but excluding any employees REDSPEED agrees to protect, defend, indemnify, and hold harmless GOVERNING BODY and GOVERNING BODY'sofficers, employees, and agents from and against any and all losses, penalties, damages, settlements, fines, claims, costs, charges for other expenses, or liabilities of every and any kind including any award ofa attorney fees and any award of costs in connection with or arising from any gross negligence, intentional or reckless act or omission by REDSPEED or any of REDSPEED's officers, employees, agents, contractors, or subcontractors in performing the work agreed to or performed by REDSPEED under the terms of this Agreement. Without limiting the foregoing, any and all claims, suits or other actions relating to personal injury, death, damage to property, defects in materials or workmanship, violations of any decree of any court in connection  or agents OfGOVERNING BODY.  pg.5of17    RedSpeedo  with or arising from any gross negligence, intentional or reckless act or omission by REDSPEED shall maintain the following minimum scope and limits ofinsurance:  REDSPEED shall bei included in this indemnity.  a.  Commercial General Liability Insurance including coverage for bodily injury, property damage, premises and operations, products/completed operations, personal and advertising injury, and contractual liability with a combined single limit of $1,000,000 per occurrence. Such insurance shall name GOVERNING BODY and GOVERNING BODY's officers, employees, volunteers and elected officials as additional insured for liability arising from REDSPEED's operation. Workers' Compensation, as required by applicable state law, and Employers Liability Insurance with limits of not less than $500,000 each accident. REDSPEED shall always maintain Workers' Compensation insurance coverage in the amounts required by law, but shall not bei required toj provide such coverage for Comprehensive Business Automobile Liability Insurance for all owned, non- owned and hired automobiles and other vehicles used by REDSPEED with a minimum $1,000,000 per occurrence combined single limit bodily injury and REDSPEED shall require any subcontractors doing work under this Agreement toj provide and maintain the same insurance, which insurance shall also name GOVERNING BODY and GOVERNING BODY's officers, employees and elected officials as additional Certificates showing REDSPEED is carrying the above described insurance, and evidencing the additional insured status specified above, shall be furnished to GOVERNING BODY within thirty (30) calendar days after the date on which this Agreement is made. Such certificates shall show that GOVERNING BODY shall be notified at least thirty (30) days in advance of all cancellations of such insurance policies. REDSPEED shall forthwith obtain substitute insurance ini the event ofa cancellation. Inasmuch as GOVERNING BODY is a body politic and corporate, the laws from which GOVERNING BODY derives its powers, insofar as the same. law regulates the objects for which, or manner in which, or the concerns under which, GOVERNING BODY may enter into this Agreement, shall be controlling and shall be incorporated by reference into this Agreement. GOVERNING BODY shall be responsible for vehicle insurance coverage on any vehicles driven by GOVERNING BODY employees. Coverage will include liability REDSPEED will require all its subcontractors to provide the aforementioned coverage as well as any other coverage that REDSPEED may consider necessary, and any deficiency in the coverage or policy limits of said subcontractors shall be the sole responsibility of  b.  any actual or statutory employee of GOVERNING BODY.  C.  property damage.  insureds.  and collision damage.  REDSPEED.  pg.6of17    RedSpeede  13. STATEL LAWTOAPPLY:  This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. The parties waive the privilege of venue and agree that all litigation between them in the state courts shall take place in Troup County, Georgia and that all litigation between them ini the federal courts shall take place in the State of Georgia.  14. DISPUTE RESOLUTION:  All disputes arising out of or in connection with the Agreement shall be attempted to be settled through good-faith efforts between senior management ofboth Parties. Following thirty (30) days ofunsuccessful negotiation, a dispute may be submitted to professionally- assisted mediation. Before a demand for mediation may be filed by either Party, the management of both Parties shall have met at least two times in face-to-face meetings in an effort to resolve any dispute or controversy through normal business management practices. Any mediator SO designated must be acceptable to each Party. The mediation will be conducted as specified by the mediator and agreed upon by the Parties. The Parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution oft the dispute. The mediation will be treated as as settlement discussion and therefore will be confidential. The mediator may not testify fore either Party in any later proceeding relating to the dispute. Each Party willl beari its own costs in the mediation. The fees and expenses oft the mediator will be shared equally by the Failing resolution through negotiation or mediation, any remaining dispute shall be submitted to binding arbitration in accordance with the Arbitration Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association ("AAA Rules") before a single arbitrator. The place ofarbitration will be mutually agreed upon within fourteen (14) days ofa decision to seek arbitration. Limited discovery will be permitted in connection with the arbitration upon agreement of the Parties and only upon The arbitrator will have no power to award damages inconsistent with the Agreement; or punitive damages or any other damages not measured by the prevailing Party's actual damages, and the Parties expressly waive their right to obtain such damages in arbitration orin any other proceeding. All aspects of the arbitration will be confidential. Neither the Parties nor the arbitrator may disclose the existence, content or results oft the arbitration,  Parties.  ashowing of substantial need by the Party seeking discovery.  except as necessary to comply with legal or regulatory requirements.  15. AMENDMENTS TO' THE. AGREEMENT:  GOVERNING BODY may from time to time consider it in its best interest to change, modify or extend term, conditions or covenants of this Agreement or require changes in the scope of the Services to be performed by REDSPEED, or request REDSPEED to perform additional servicesregardless ofand withoutinvalidating thej process that was used to procure the services enumerated under this Agreement. Any such change, addition, deletion, extension or modification, including any increase or decrease in the amount of  pg.7of17    RedSpeede  REDSPEED's compensation, which are mutually agreed upon by and between GOVERNING BODY and REDSPEED, shall be incorporated in written amendments (herein called "Amendments") to this Agreement that are duly executed by both parties. Such Amendments shall not invalidate the procurement process or this Agreement nor relieve or release REDSPEED or GOVERNING BODY ofany ofits obligations under this  Agreement unless stated therein.  16. EFFECT OF AMENDMENT(S) ON AGREEMENT:  Except as expressly amended or modified by the terms of an Amendment, all terms ofthe Agreement shall remain in full force and effect. Unless a different meaning is specified in an Amendment, all capitalized terms used herein shall have the meaning described in the Agreement. In the event of a conflict between the terms of the Amendment and this  Agreement, the Amendment shall prevail and control. 17. LEGAL CONSTRUCTION AND REQUIREMENIS:  Inc case any one or more of the provisions contained in this Agreement shall for any reason, by a court ofcompetent jurisdiction, bel held tol bei invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as ifs such invalid, illegal, or unenforceable provision had not been  contained! herein. 18. NO. AGENCY:  Except as specifically provided otherwise herein, REDSPEED is ani independent contractor under this Agreement and acts an agent of GOVERNING BODY. Personal services shall be provided by employees of REDSPEED who shall be subject to supervision by REDSPEED, and not as officers, employees or agents of the GOVERNING BODY. Personnel policies, tax responsibilities, social security, health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to  services rendered under this Agreement shall be those ofl REDSPEED.  19. FORCE MAJEURE:  GOVERNING BODY and REDSPEED will be excused from the performance of their respective obligations under this Agreement when and to the extent that their performance is delayed or prevented by any circumstances beyond their control including, fire, flood, explosion, strikes or other labor disputes, act of God or public emergency, war, rioting, malicious damage, act or omission of any governmental authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed  for their performance provided that:  ther non-performing party gives the other party prompt written notice describing the particulars of the Force Majeure including, but not limited to, the nature of the occurrence and its expected duration, and continues to furnish timely reports with respect thereto during the period of the Force Majeure; the excuse of performance isofno greater scope and nol longer duration than isi required by the Force Majeure;  pg.8of17    RedSpeedo  noo obligations ofeither party that arose before thel Force Majeure causing the excuse ofp performance are excused as a result oft the Force Majeure; and, ther non-performing party uses its best efforts to remedy its inability to perform. Notwithstanding the above, performance shall not be excused under this Section for a period in excess of two (2) months, provided that in extenuating circumstances, GOVERNING BODY may excuse performance for a longer term. Economic hardship of REDSPEED will not constitute Force Majeure. The term of the Agreement shall be extended by a period equal to that during which either party's performance is suspended  under this Section.  20. PERMITS, FEES, AND LICENSES:  REDSPEED shall, ati its own expense, obtain all necessary permits and pay all licenses and fees required to comply with all local ordinances, state and federal laws, rules and regulations applicable to business to be carried out under this Agreement.  21. NON-DISCRIMINATION:  There shall be no discrimination as to race, sex, color, creed, age, sexual orientation, disability, marital status, or national origin in the operations conducted under this  Agreement.  22. SUBCONTRACTORS:  REDSPEED must be capable of performing all the services contained within this Agreement. If REDSPEED uses a subcontractor in the performance of these services, REDSPEED shall submit complete information on any/all proposed subcontractors. The same qualifications requirements, and all other terms and conditions ofthe. Agreement shall also apply to the subcontractor. GOVERNING BODY reserves the right to approve or REDSPEED shall ensure that all of REDSPEED's subcontractors perform in accordance with the terms and conditions of this Agreement. REDSPEED shall be fully responsible for all OfREDSPEED's subcontractors' performance, and liable for any of REDSPEED's subcontractors' non-pertormance and all of REDSPEED's subcontractors' negligent, intentional or reckless acts and omissions. REDSPEED shall defend, counsel being subject to GOVERNING BODY's approval or disapproval, and indemnify and hold harmless GOVERNING BODY and GOVERNING BODY's officers, employees, and agents from and against any claim, lawsuit, third party action, settlement, or judgment, including any award of attorney fees and any award of costs, by or in favor of any of REDSPEED's subcontractors for payment for work performed for GOVERNING BODY by any of such subcontractors, and from and against any claim, lawsuit, third party action, settlement, or judgment, including any award of attorney fees and any award of costs, occasioned by or arising out of any negligent, intentional or reckless act or omission by any OfREDSPEED'  disapprove of any subcontractor proposed.  subcontractors. 23. ENTIRE AGREEMENT:  pg.9of17    RedSpeedo  The provisions of this Agreement, including the recitals, comprise all of the terms, conditions, agreements, and representations ofthe parties with respect tot the subject matter hereof. All representations and promises made by any party to another, whether in writing or orally, concerning the subject matter of this Agreement, are merged into this Amendment. Except as amended by an Amendment, the terms of the Agreement shall  continue in full force and effect.  24. NOTICES:  Any notice or demand which under the terms of this Agreement or under any statute must or may be given or made by REDSPEED or GOVERNING BODY shall be in writing and shall be given or made by personal service, first class mail, overnight delivery, or by certified or registered mail to the parties at the following respective addresses:  City ofHogansville Attn: City Manager 111 High Street Hogansville, GA 30230  RedSpeed Georgia, LLC 400 Eisenhower Lane North Lombard, Illinois 60148 Attn: Robert Liberman, Manager  25. EXCLUSIVITY:  GOVERNING BODY agrees that upon execution of this Agreement, GOVERNING BODY may not utilize another vendor, other than REDSPEED, for the same or similar services as contemplated herein, within the jurisdiction of the GOVERNING BODY IN WITNESS THEREOF, the parties have duly executed this Agreement on the day and  without prior written consent from REDSPEED.  year first written above. City of By: Name Title Attest:  Georgia  RedSpeed Georgia, LLC  By:  /  Robert Liberman Manager  City Clerk/Authorized, Attestor  pg. 10of17    RedSpeede SECTION1.  Exhibit A  REDSPEED SCOPE OF WORK  1.  REDSPEED agrees to provide a turnkey solution for SPE Systems to GOVERNING BODY wherein all reasonably necessary elements required to implement and operate the solution are the responsibility of REDSPEED, except for those items identified in Section 2t titled "GOVERNING BODY Scope of Work". REDSPEED and GOVERNING BODY understand and agree that new or previously unforeseen requirements may, from time to time, be identified and that the parties shall negotiate in good faith to assign to the proper party the responsibility and cost for such items. In general, if work is to be performed by GOVERNING BODY, unless otherwise specified, GOVERNING BODY shall not charge REDSPEED for the cost. All otheri in-scope work, external to GOVERNING BODY, ist the REDSPEED agrees to make every effort to adhere to the Project Time Line agreed upon REDSPEED will install SPE Systems at several intersections, school zone areas or grade crossing approaches to be agreed upon between REDSPEED and GOVERNING BODY after completion ofs site analyses. In addition to any initial locations, the parties may agree from time to time to add to the quantities and locations where SPE Systems are installed REDSPEED will operate each SPE System on a 24-hour basis, barring downtime for REDSPEED agrees toj provide as secure website wSpedyoationscom, accessible to recipients who have received] Notices ofViolation' by means ofal Notice: #, which will allow REDSPEED shall provide technician site visits to each SPE System once per month to perform preventive maintenance checks consisting of: camera enclosure lens cleaning, camera, strobe, and controller enclosure cleaning, inspection ofexposed wires, and general REDSPEED shall use best efforts to endeavor to repair a non-functional SPE System within forty-eight (48) business hours of determination ofai malfunction. REDSPEED shall use best efforts to endeavor to repair the SPE System within one (1) business day from the time of the outage. Outages of GOVERNING BODY internet REDSPEED will establish a demand deposit account bearing the title, "RedSpeed Georgia LLC as agent for City of Newnan at CIBC Bank." All funds collected on behalf of GOVERNINGE BODY, excluding REDSPEED'smonthy fees and any fees associated with electronic processing ofviolations, willl be deposited int this account and transferred by wire  responsibility OfREDSPEED.  2. 3.  between the parties and based on the Best and Final Offer.  and maintained.  4. 5.  maintenance and normal servicing activities.  violation image and video viewing.  6.  system inspection and maintenance.  7. 8.  connections or infrastructure are excluded from this service level.  9.  pg.11of17    RedSpeede  on or about the 15th calendar day oft the month to GOVERNING BODY's primary deposit bank. GOVERNING BODY will identify the account to receive funds wired from First Midwest Bank. GOVERNING BODY shall sign a W-9 and blocked account agreement, to be completed by GOVERNING BODY, to ensure GOVERNING BODY's financial 10. REDSPEED will design, fabricate, install, obtain permits, and maintain one speed warning 11. REDSPEED or subcontractors will be responsible for any costs associated with building, 12. REDSPEED shall assign aj project manager who willl be the liaison between GOVERNING BODY and REDSPEED and willl be responsible for project activities such as development ofaproject plan and tracking ofdeliverables. GOVERNING BODY shall reserve the right 13. REDSPEED shall provide GOVERNING BODY with RedCheck, an automated web- based citation processing system that includes image processing, color printing and mailing ofa Notice of Violation per chargeable event. Each Notice of Violation shall be delivered by first class mail to the Motor Vehicle Owner within the statutory period. Mailings to Motor Vehicle Owners responding tol Notices ofViolation identifying drivers in affidavits  interest in said bank account is preserved. sign for each monitored approach.  construction, electrical, street use, and/or pole attachment permits.  to1 request ai new project manager.  ofnon-liability or by rental car companies are also included.  14. REDSPEED shall provide the Certified Peace Officer with access to RedCheck, for the purposes of reviewing Violations Data within five (5) days of the gathering of the 15. The decision toi issue NoticeofViolation shall bet the sole, unilateral and exclusive decision 16. RedCheck shall apply an electronic signature to a Notice of Violation when authorized to 17. REDSPEED shall obtain in-state vehicle registration information necessary to issue 18. REDSPEED shall seek records from out-of-state vehicle registration databases and apply 19. GOVERNING BODY is unable to or does not desire to integrate REDSPEED data into its adjudication system, REDSPEED shall provide an on-line adjudication processing module, which will enable the adjudication function to review cases, related images, correspondence, and other related information required to adjudicate the disputed Notice  Registered Vehicle Owner Information.  oft the Certified Peace Officer consistent with State Law. do so by an approving Certified Peace Officer.  citations ifit is named as GOVERNING BODY's agent.  records found by RedCheck toi issue citations for GOVERNING BODY.  ofViolation.  20. REDSPEED shall provide to GOVERNING BODY access to RedCheck system, which provides GOVERNING BODY with ability to run and print all standard system reports.  pg.12of17    RedSpeede  21. If required by GOVERNING BODY, REDSPEED shall, at REDSPEED's expense, provide and train GOVERNING BODY with a local expert witness able to testify in administrative proceedings and in court on matters relating to the accuracy, technical operations, and effectiveness ofthe SPE System until judicial notice is taken.  22. In those instances where damage to an SPE System is caused by negligence on the part of GOVERNING BODY ori its authorized agent(s), REDSPEED will provide GOVERNING BODY an estimate of the cost of repair. Upon authorization toj proceed with the repairs or replacement, REDSPEED shall replace or repair any damaged equipment and invoice for the pre-approved repair cost. REDSPEED shall bear the cost toi replace or repair equipment  damaged in all other circumstances.  23. REDSPEED shall provide a toll-free, GOVERNING BODY-specific help line to help GOVERNING BODY: resolve any problems encountered regarding its SPE System and/or citation processing. The help line shall function during normal business hours. Call Center  hours for violators is Monday-Friday 9:00 AM to 5PMI EST.  24. REDSPEED shall providel Motor Vehicle Owners with the ability to viewl Recorded Images of Violations involving their motor vehicles online. This online viewing system shall 25. REDSPEED is authorized to charge, collect and retain fees associated with the electronic processing. Such fees shall not exceed $25.00 per violation. Such fee is paid by the violator. GOVERNING BODY will not receive any of said fees. GOVERNING BODY assumes no liability, responsibility, or control for said fee sought by REDSPEED. 26. REDSPEED shall provide GOVERNING BODY with a warning period consistent with 27. REDSPEED shall provide authorized City users access to on demand video, reporting tools and other online features through its RedCheck and SiteOps programs. RedSpeed will maintain video data for twenty five (25) days unless otherwise requested for preservation  include a link to the REDSPEED payment website(s).  State law.  by the City.  28. GOVERNING BODY will have real-time access to violation and camera data. However, requests for large blocks of film footage (i.e., requests that are not conveniently downloadable by the Department) will be subject to a $125 fee per request. 29. REDSPEED will assist GOVERNING BODY with the installation and maintenance ofa any  required signage including flashers.  pg.13of17    RedSpeedo  SECTION2.  GOVERNING BODY'S SCOPE OF WORK  30. Within seven (7) business days ofexecution ofthe Agreement, GOVERNING BODY shall provide REDSPEED with the name and contact information for a project manager with authority to coordinate GOVERNING BODY responsibilities under the. Agreement. 31. Within seven (7) business days of the Agreement, GOVERNING BODY shall provide REDSPEED with the name and contact information for an Appeals Coordinator or staff  responsible for oversight ofall related program: requirements.  32. Within seven (7) business days ofe execution ofthe Agreement, GOVERNING BODY shall provide REDSPEED with the name(s), contact information, and electronic signature(s) of all Certified Peace Officers authorized by GOVERNING BODY's police department to 33. GOVERNING BODY shall establish ai method by which al Motor Vehicle Owner who has received a Notice of Violation may review the images and video evidencing the Violation at www.spetdyoaton.con free of charge. This may be at a publicly available terminal at GOVERNING BODY's facility or by appointment with the Police Department. 34. REDSPEED will relocate an SPE System at no cost to ai new enforcement location once it has been mutually agreed upon between REDSPEED and GOVERNING BODY. 35. GOVERNING BODY shall endeavor to approve or reject REDSPEED submitted plans within seven (7) business days of receipt. REDSPEED and GOVERNING BODY will  approve and issue Notices of Violation.  endeavor to approve the plans in a timely manner. subcontractors in an expedited fashion for plan approval.  36. GOVERNING BODY will endeavor to issue all needed permits to REDSPEED and its 37. If use of private property right of way is needed, GOVERNING BODY shall assist REDSPEED in acquiring permission to build in existing utility easements as necessary. Any additional cost for private property right of way lease/rental costs shall be borne by REDSPEED. REDSPEED reserves the right to not install on private property if the costs  are unreasonable.  38. GOVERNING BODY may allow REDSPEED to build needed infrastructure in existing GOVERNING BODY owned easement as necessary and only after required permits have  been approved.  39. GOVERNING BODY's Certified Peace Officer(s) shall process each potential violation in accordance with State Law and/or GOVERNING BODY's Ordinances within five (5) days (excluding Saturday, Sunday and GOVERNING BODY observed holidays) of its appearance in the Law Enforcement Review Queue, using RedCheck to determine which  Violations will be issued as Notices of Violation.  pg.14of17    RedSpeedo  40. Police Department workstation computer monitors for citation review and approval should 41. Police Department shall provide signatures of all authorized police users who will review 42. GOVERNING BODY shall handle inbound and outbound phone calls and correspondence from defendants who have questions about disputes, and other issues relating to citation adjudication. GOVERNING BODY may refer citizens with questions regarding REDSPEED or SPE System technology and processes to websites and/or toll-free  provide ai minimum resolution of 1280: x 1024.  events and approve citations on: forms provided by REDSPEED.  telephone numbers provided by REDSPEED for that purpose.  43. If remote access to a REDSPEED SPE System is blocked by GOVERNING BODY's network security infrastructure, GOVERNING BODY's Technology Consultant shall coordinate with REDSPEED to facilitate appropriate communications while maintaining  required security measures.  44. GOVERNING BODY shall at all time maintain al list ofschool and school zone hours and shall inform REDSPEED ofall times for each Zone. GOVERNING BODY shall maintain and update this list, and: shall bei responsible for ensuring the accuracy ofany citation issued 45. GOVERNING BODY shall maintain a School Zone calendar and shall notify REDSPEED as soon as practical before a change ofs scheduled enforcement (I.e. short days, no in-person instruction days, closings, etc). REDSPEED may in its sole discretion charge the GOVERNING BODY $5.99 for any requested dismissals of printed / mailed citations issued on: non-school days for which GOVERNING BODY did noti inform REDSPEED of  against the corresponding time.  acalendar change.  pg.15of17    RedSpeedo  Exhibit. B SCHEDULE1 SERVICE FEE SCHEDULE  GOVERNING BODY agrees to pay REDSPEED the Fee(s) as itemized below:  1.  Description of Pricing  Fee includes all costs required and associated with SPE system installation, maintenance and ongoing field and back-office operations. Includes camera equipment, installation, maintenance, violation processing services, DMV records access, mailing of required documents, lockbox and credit card processing services, call center support for general program questions, public awareness program support, and access to web-based SPE  System for Certified Peace Officer review: 35% ofo collected revenue.  pg.16of17