Resolution No. 2024-66 Agreement with RedSpeed Florida LLC for Speed Detection Cameras in School Zones - October 1, 2024 CITY OF AVENTURA RESOLUTION NO. 2024-66
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AUTHORIZING THE CITY MANAGER TO
ENTER INTO AN AGREEMENT WITH REDSPEED FLORIDA, LLC FOR
SPEED DETECTION CAMERAS IN DESIGNATED SCHOOL ZONES;
PROVIDING FOR IMPLEMENTATION; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, in 2023 a state law went into effect authorizing municipalities to use
speed detection systems to enforce school zone speeding violations in excess of 10 miles
over the posted speed limit during certain days and times; and
WHEREAS, at the September 3, 2024 City Commission meeting, the Commission
amended the City Code of Ordinances to authorize the placement, installation and
operation of a speed detection system in designated school zones consistent with state
law; and
WHEREAS, state law further authorizes local governments to contract with a
vendor to place or install a speed detection system within the roadways maintained as
school zones; and
WHEREAS, the City Commission finds that it is in the best interest and welfare of
the residents of the City to approve this Resolution and authorize the City Manager to
contract with RedSpeed Florida, LLC ("RedSpeed") to provide the services in connection
with the operation of speed detection cameras in the designated school zones.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA:
Section 1. That each if the above-stated recitals are hereby adopted, confirmed,
and incorporated herein.
Section 2. That the City Commission hereby authorizes the City Manager to enter
into an agreement with RedSpeed for speed detection cameras in the City's school zones,
a copy of the agreement which is attached hereto as Exhibit "A".
Section 3. That the City Manager is authorized to do all other things necessary to
carry out the aims of this Resolution.
Section 4. That this Resolution shall become effective immediately upon its
adoption.
City of Aventura Resolution No. 2024-66
The foregoing Resolution was offered by Commissioner Friedland, who moved its
adoption. The motion was seconded by Commissioner Bloom, and upon being put to a
vote, the vote was as follows:
Commissioner Amit Bloom Yes
Commissioner Rachel S. Friedland Yes
Commissioner Billy Joel Yes
Commissioner Paul A. Kruss Yes
Vice Mayor Dr. Linda Marks Yes
Mayor Howard S. Weinberg Yes
PASSED AND ADOPTED this 1st day of October, 2024.
H WARD S WEINBERG, ESQ
,�� a � c➢��t MAYOR
6
ATTEST:
ELLISA L. HORVAT , MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
' I1
ROBERT MEYERS
CITY ATTORNEY
WEIS SEROTA HELFMAN COLE + BIERMAN, P.L.
Page 2 of 2
REdSpEE&
PROFESSIONAL SERVICES AGREEMENT
October 2nd, 2024
This AGREEMENT (the "Agreement") made this 2nd day of October, 2024, (herein the
"Commencement Date"), between RedSpeed Florida, LLC, a Florida Limited Liability Company
(herein "REDSPEED"), with its principal place of business at 400 Eisenhower Lane North,
Lombard,IL 60148, and the city of Aventura, a political subdivision authorized and created by the
State of Florida (herein"GOVERNING BODY"), with principal offices at 19200 W. Country Club
Drive, Aventura, FL 33180.
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 to issue citations for traffic violations; and
WHEREAS, on or about June 1,2023,the Governor of the State of Florida signed HB 657
into law,resulting in Laws of Florida 2023-174; and
WHEREAS the Laws of Florida 2023-174 expressly authorizes municipalities to use traffic
infraction detectors to enforce certain provisions of Chapter 316 of the Florida Statutes; and
WHEREAS, prior to initiating a camera program the GOVERNING BODY's City
Commission has adopted or will adopt an ordinance, which authorizes GOVERNING BODY's
Traffic Safety Camera Program ("TSCP") and provides for the implementation and operation of
such program by REDSPEED, as agent of GOVERNING 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
requires,have the respective meanings provided below:
"Motor Vehicle" means any self-propelled vehicle not operated upon rails or guideway,
but not including any bicycle or electric personal assisted mobility device.
pg. 1 of 19
REdSpEEd®
"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 of such law enforcement agent, agency or court.
"Motor Vehicle Owner"means the person or entity identified by the Florida Department
of Motor Vehicles, or other state vehicle registration office, as the registered owner
of a vehicle. Such term shall also mean a lessee of a motor vehicle pursuant to a
motor vehicle lease or rental agreement.
"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
Vehicle entering the intersection or speed zone and its speed.
"RedCheck"means web-based violation processing system used by Traffic Enforcement
Officer.
"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
enforcement.
"Traffic Enforcement Officer" means an employee of GOVERNING BODY's police
department or other Governing Body employee who meets the qualifications of
Chapter 316 of the Official Code of Florida Annotated for approving and/or issuing
Notices of Violation.
"Violation" means a violation under Chapter 316, Florida Statutes, or a violation of
GOVERNING BODY's Code of Ordinances, as may be amended from time to
time.
2. REDSPEED AGREES TO PROVIDE:
The scope of work identified in "Exhibit A, Section 1".
3. GOVERNING BODY AGREES TO PROVIDE:
The scope of work identified in"Exhibit A, Section 2".
4. SERVICE FEES:
The service fee schedule identified in "Exhibit B".
5. TERM AND TERMINATION:
This Agreement shall be effective on the Commencement Date. The term of this
Agreement shall be for sixty(60)months beginning on the first day of the month following
pg. 2 of 19
REdSpEE&
the first issued Notice of Violation (the "Start Date") of the last camera installed and shall
be automatically extended for five (5) additional one (1) year periods. However,
GOVERNING BODY may terminate this Agreement at the expiration of any term by
providing written notice of its intent not to extend the Agreement sixty (60) days prior to
the expiration of the current term.
REDSPEED's services may be terminated:
a. By mutual written consent of the parties.
b. For cause,by either party where the other party fails in any material way to perform
its obligations under this Agreement and 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
reasonable specificity the grounds for termination.
C. For convenience, by either party in the event that state legislation or a decision by
a court of competent jurisdiction prohibits the deployment of the SPE Systems that
is 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 be tolled during the time it takes to determine
legal challenges.
d. For convenience of GOVERNING BODY. GOVERNING BODY reserves the
right to terminate by giving written notice to REDSPEED thirty (30) days prior to
the effective date of such termination.
Upon termination of 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 or allow REDSPEED
to recover all provided equipment within a 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
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:
pg. 3 of 19
REdSpEE&
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 of REDSPEED's rights pursuant to this Agreement shall require
a 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").
8. COMMUNICATION OF INFORMATION:
REDSPEED agrees that all information obtained by REDSPEED through operation of 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 Florida law and
other information that is confidential pursuant to Florida law or exempt from disclosure
pursuant to Florida 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 of a confidential
nature, unless specifically designated in writing as proprietary and confidential by
REDSPEED and either confidential pursuant to Florida law or exempt from disclosure
pursuant to Florida law.Nothing in this paragraph shall be construed contrary to the terms
and provisions of any Florida law governing public records or similar laws, as far 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.
pg.4 of 19
REdSpEr=&
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 the terms and for the term of this Agreement.
11. RECORDS AND AUDIT:
REDSPEED shall maintain during the term of the Agreement all books of account,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 The City of
Aventura, Florida 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 Florida
public records law and Florida public records retention schedules,whichever is longer.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (telephone number, e-mail address, and
mailing address).
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 of SPE 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
of the gross negligence,recklessness, or willful or intentional misconduct of REDSPEED,
its officers and directors, agents, attorneys, and employees, but excluding any employees
or agents of GOVERNING BODY.
REDSPEED agrees to protect, defend, indemnify, and hold harmless GOVERNING
BODY and GOVERNING BODY's officers, 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 of 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
pg. 5 of 19
REdSpEE&
with or arising from any gross negligence, intentional or reckless act or omission by
REDSPEED shall be included in this indemnity.
REDSPEED shall maintain the following minimum scope and limits of insurance:
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.
b. Workers' Compensation, as required by applicable state law, and Employers'
Liability Insurance with limits of not less than $500,000 for each accident.
REDSPEED shall always maintain Workers' Compensation insurance coverage in
the amounts required by law but shall not be required to provide such coverage for
any actual or statutory employee of GOVERNING BODY.
C. 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
property damage.
REDSPEED shall require any subcontractors doing work under this Agreement to provide
and maintain the same insurance, which insurance shall also name GOVERNING BODY
and GOVERNING BODY's officers, employees, and elected officials as additional
insureds.
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 in the event of a 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
and collision damage.
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
REDSPEED.
pg. 6 of 19
REdSpEr=&
13. STATE LAW TO APPLY:
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida. The parties waive the privilege of venue and agree that all litigation
between them in the state courts shall take place in Miami-Dade County, Florida and that
all litigation between them in the federal courts shall take place in the State of Florida.
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 of both Parties. Following
thirty (30) days of unsuccessful 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 of the dispute. The mediation will be treated as
a settlement discussion and therefore will be confidential. The mediator may not testify
for either Party in any later proceeding relating to the dispute. Each Party will bear its own
costs in the mediation. The fees and expenses of the mediator will be shared equally by the
Parties.
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 of arbitration will be mutually agreed
upon within fourteen (14)days of a decision to seek arbitration. Limited discovery will be
permitted in connection with the arbitration upon agreement of the Parties and only upon
a showing of substantial need by the Party seeking discovery.
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
or in any other proceeding. All aspects of the arbitration will be confidential. Neither the
Parties nor the arbitrator may disclose the existence, content, or results of the arbitration,
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 services regardless of and without invalidating the 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. 7 of 19
REdSpEr=&
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 of any of its 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 of the
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 REQUIREMENTS:
In case any one or more of the provisions contained in this Agreement shall for any reason, by a
court of competent jurisdiction,be held to be 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 if such invalid, illegal, or unenforceable provision had not been
contained herein.
18. NO AGENCY:
Except as specifically provided otherwise herein,REDSPEED is an 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 of 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:
• the 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
is of no greater scope and no longer duration than is required by the Force Majeure;
pg. 8 of 19
REdSpEE&
• no obligations of either party that arose before the Force Majeure causing the excuse
of performance are excused as a result of the Force Majeure; and,
• the 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, at 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 of the Agreement shall
also apply to the subcontractor. GOVERNING BODY reserves the right to approve or
disapprove of any subcontractor proposed.
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 of REDSPEED's subcontractors' performance, and liable for any of REDSPEED's
subcontractors' non-performance 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 of REDSPEED's
subcontractors.
23. PUBLIC RECORDS.
pg. 9 of 19
REdSpEE&
RedSpeed shall:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records, provide the public
agency 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 this chapter 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 contract if the contractor does not transfer the
records to the public agency.
4. Upon completion of the contract,transfer, at no cost,to the public agency all public records
in possession of the contractor or keep and maintain public records required by the public agency
to perform the service. If the contractor transfers all public records to the public agency upon
completion of the contract,the contractor shall destroy any duplicate public records that are exempt
or confidential and exempt from public records disclosure requirements. If the contractor keeps
and maintains public records upon completion of the contract, the contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the public agency,upon request from the public agency's custodian of public records,
in a format that is compatible with the information technology systems of the public agency.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE CITY CLERK'S OFFICE.
24. ENTIRE AGREEMENT:
The provisions of this Agreement, including the recitals, comprise all of the terms,
conditions, agreements, and representations of the parties with respect to 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.
25. 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:
pg. 10 of 19
REdSpEE&
The City of Aventura RedSpeed Florida, LLC
Attn: City Manager 400 Eisenhower Lane North
19200 W. Country Club Drive Lombard, Illinois 60148
Aventura, FL 33317 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
without prior written consent from REDSPEED.
IN WITNESS THEREOF, the parties have duly executed this Agreement on the day and
year first written above.
The City of Aventura, Florida RedSpeed Florida, LLC
By a 10 / 02/2024 / By:
Name Ronald J. Wasson Robert Liberman
Title City Manager Manager
Attest:
City Clerk/Authorized Attestor
pg. 11 of 19
REdSpEE&
Exhibit A
SECTION 1.
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
2 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 other in-scope work, external to GOVERNING BODY,is the
responsibility of REDSPEED.
2. REDSPEED agrees to make every effort to adhere to the Project Timeline agreed upon
between the parties and based on the Best and Final Offer.
3. 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 of 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
and maintained.
4. REDSPEED will operate each SPE System on a 24-hour basis, barring downtime for
maintenance and normal servicing activities.
5. REDSPEED agrees to provide a secure website(www.SpeedViolations.com) accessible to
recipients who have received Notices of Violation by means of a Notice 9,which will allow
violation image and video viewing.
6. 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 of exposed wires,and general
system inspection and maintenance.
7. REDSPEED shall use best efforts to endeavor to repair a non-functional SPE System
within forty-eight(48)business hours of determination of a malfunction.
8. 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
connections or infrastructure are excluded from this service level.
9. REDSPEED will establish a demand deposit account bearing the title, "RedSpeed Florida
LLC as agent for The City of Aventura at CIBC Bank." All funds collected on behalf of
GOVERNING BODY, excluding REDSPEED's monthly fees and any fees associated with
electronic processing of violations, will be deposited in this account, and transferred by
pg. 12 of 19
REdSpEE&
wire on or about the 151h calendar day of 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 interest in said bank account is preserved.
10. REDSPEED will design,fabricate,install, obtain permits,and maintain one speed warning
sign for each monitored approach.
11. REDSPEED or subcontractors will be responsible for any costs associated with building,
construction, electrical, street use, and/or pole attachment permits.
12. REDSPEED shall assign a project manager who will be the liaison between GOVERNING
BODY and REDSPEED and will be responsible for project activities such as development
of a project plan and tracking of deliverables. GOVERNING BODY shall reserve the right
to request a new project manager.
13. REDSPEED shall provide GOVERNING BODY with RedCheck, an automated web-
based citation processing system that includes image processing,color printing and mailing
of a 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 to Notices of Violation identifying drivers in affidavits
of non-liability or by rental car companies are also included.
14. REDSPEED shall provide the Traffic Enforcement Officer with access to RedCheck, for
the purpose of reviewing Violations Data within five (5) days of the gathering of the
Registered Vehicle Owner Information.
15. The decision to issue Notice of Violation shall be the sole,unilateral and exclusive decision
of the Traffic Enforcement Officer consistent with State Law.
16. RedCheck shall apply an electronic signature to a Notice of Violation when authorized to
do so by an approving Traffic Enforcement Officer.
17. REDSPEED shall obtain in-state vehicle registration information necessary to issue
citations if it is named as GOVERNING BODY's agent.
18. REDSPEED shall seek records from out-of-state vehicle registration databases and apply
records found by RedCheck to issue citations for GOVERNING BODY.
19. If 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
of Violation.
20. REDSPEED shall provide GOVERNING BODY access to RedCheck system, which
provides GOVERNING BODY with ability to run and print all standard system reports.
pg. 13 of 19
REdSpEE&
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 of the 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 or its authorized agent(s), REDSPEED will provide GOVERNING
BODY with an estimate of the cost of repair.Upon authorization to 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 to 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 helpline shall function during normal business hours. Call Center
hours for violators are Monday-Friday 9:00 AM to 5 PM EST.
24. REDSPEED shall provide Motor Vehicle Owners with the ability to view Recorded Images
of Violations involving their motor vehicles online. This online viewing system shall
include a link to the REDSPEED payment website(s).
26. REDSPEED shall provide GOVERNING BODY with a warning period consistent with
State law.
27. REDSPEED shall provide authorized City users with access to on demand video,reporting
tools and other online features through its RedCheck and SiteOps programs. RedSpeed will
maintain video data forty-five (45)days unless otherwise requested for preservation by the
City.
28. GOVERNING BODY will have real-time access to violation and camera data.
29. REDSPEED will assist GOVERNING BODY with the installation and maintenance of any
required signage including flashers.
30. Pursuant to Section 448.095(5) (Fla. Stat. 2023), REDSPEED shall, prior to execution of
this Agreement, register with the E-Verify system. REDSPEED shall use it to verify the
work authorization status of all its new employees, or any subcontractors employed in
furtherance of this Agreement. Furthermore, REDSPEED agrees to request from any
subcontractors an affidavit stating that the subcontractor does not employ, contract with,
or subcontract with an unauthorized alien.
REDSPEED shall execute an E-Verify affidavit attesting to its compliance with this
section. The affidavit shall be attached and incorporated into the Agreement.
31. Public Records. In accordance with Chapter 119, Florida Statutes,vendor shall:
pg. 14 of 19
REdSpEEd®
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records,provide the public
agency 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 this chapter 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 contract if the contractor
does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the contractor or keep and maintain public records required by the
public agency to perform the service. If the contractor transfers all public records to the
public agency upon completion of the contract, the contractor shall destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
requirements. If the contractor keeps and maintains public records upon completion of the
contract, the contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the public agency, upon request from
the public agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
pg. 15 of 19
REdSpEE&
SECTION 2.
GOVERNING BODY'S SCOPE OF WORK
1. Within seven(7)business days of execution of the 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.
2. 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 of all related program requirements.
3. Within seven(7)business days of execution of the Agreement, GOVERNING BODY shall
provide REDSPEED with the name(s), contact information, and electronic signature(s) of
all Traffic Enforcement Officers authorized by GOVERNING BODY's police department
to approve and issue Notices of Violation.
4. GOVERNING BODY shall establish a method by which a Motor Vehicle Owner who has
received a Notice of Violation may review the images and video evidencing the Violation
at www.SpeedViolation.com free of charge. This may be at a publicly available terminal
at GOVERNING BODY's facility or by appointment with the Police Department.
5. REDSPEED will relocate an SPE System at no cost to a new enforcement location once it
has been mutually agreed upon between REDSPEED and GOVERNING BODY.
6. GOVERNING BODY shall endeavor to approve or reject REDSPEED submitted plans
within seven (7) business days of receipt. REDSPEED and GOVERNING BODY will
endeavor to approve the plans in a timely manner.
7. GOVERNING BODY will endeavor to issue all needed permits to REDSPEED and its
subcontractors in an expedited fashion for plan approval.
8. 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.
9. 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.
10. GOVERNING BODY's Traffic Enforcement 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. 16 of 19
REdSpEr=&
11. Police Department workstation computer monitors for citation review and approval should
provide a minimum resolution of 1280 x 1024.
12. Police Department shall provide signatures of all authorized police users who will review
events and approve citations on forms provided by REDSPEED.
13. 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
telephone numbers provided by REDSPEED for that purpose.
14. 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.
15. GOVERNING BODY shall at all times maintain a list of school and school zone hours and
shall inform REDSPEED of all times for each Zone. GOVERNING BODY shall maintain
and update this list and shall be responsible for ensuring the accuracy of any citation issued
against the corresponding time.
16. GOVERNING BODY shall maintain a School Zone calendar and shall notify REDSPEED
as soon as practical before a change of scheduled enforcement(I.e.,short days,no in-person
instruction days, closings, etc.).
17. GOVERNING BODY shall ensure that cameras in City maintained right of ways shall
remain free of obstructions from other roadway infrastructure and foliage.
18. GOVERNING BODY shall reimburse REDSPEED for any Certified Mail Costs(currently
$4.15 per Certified Mailing) required for Notices of Violation which are converted to
Uniform Traffic Citations.
pg. 17 of 19
REdSpEE&
Exhibit B
SCHEDULE 1
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, Flock ALPR licenses and integration, violation processing services, DMV
records access,standard 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 Traffic Enforcement Officer review:
35% of the Governing Body's Statutory share of collected revenue.
The City shall be responsible for reimbursing the costs of Certified Mail for Notices of
Violation converted to Uniform Traffic Citations and all extra-action charges or fees
listed in GOVERNING BODY Responsibilities.
pg. 18 of 19
REdSpEE&
E-Verify
Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-
Verify System to verify the employment eligibility of:
a) All persons employed by Contractor to perform employment duties within Florida during
the term of the contract; and
b) All persons (including sub-vendors/subconsultants/subcontractors) assigned by Contractor
to perform work pursuant to the contract with the City. The Contractor acknowledges and agrees
that use of the U.S. Department of Homeland Security's E-Verify System during the term of the
contract is a condition of the contract with the City of El Portal.
Contractor acknowledges it is obligated to comply with the provisions of§ 448.095, FL. Statutes,
as amended from time to time.This includes but is not limited to utilization of the E-Verify System
to verify the work authorization status of all newly hired employees; and requiring all
Subcontractors to provide an affidavit attesting that the Subcontractor does not employ, contract
with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such
affidavit for the duration of the contract.
Failure to comply will lead to termination of this Contract,or if a Subcontractor knowingly violates
the statute, the Subcontract must be terminated immediately. Any challenge to termination under
this provision must be filed in the Circuit Court no later than 20 calendar days after the date of
termination. If this contract is terminated for a violation of the statute by the Contractor, the
Contractor may not be awarded a public contract by the City for a period of 1 year after the date
of termination. By signing below,the Vendor acknowledges these terms shall be an integral part
of its bid and the Contract.
RedSpeed Florida LLC
ATTEST Company Name
Signature of Corporate Secretary Signature
Robert Liberman
Type/Print Name of Corporate Secy. Type/Print Name
10/2/2024
Date Date
(CORPORATE SEAL)
pg. 19 of 19