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REdSpee& Florida,LLC <br />• "Traffic Control Signal" means any device that shows green, yellow and red lights or colored <br />lighted arrows, successively, one at a time, or in combination, by which traffic is directed to <br />stop and permitted to proceed. <br />• "Unamortized Costs" means the historical cost of a fixed asset less the total depreciation <br />shown against that asset up to a specified date. Unamortized costs for this Agreement may <br />include, but not limited to training, design/engineering, construction, development, <br />equipment. <br />■ "Violation" means a violation of Section 316.074(1) or 316.075(1)(c)I of the Florida Statutes <br />and Section 256-25 of Customer's Code of Ordinances, as may be amended from time to <br />time. <br />• "Uniform Traffic Citation" means a uniform traffic citation as described in Section 316.650 <br />of the Florida Statutes <br />2. REDSPEED AGREES TO PROVIDE: <br />The scope of work identified in "Exhibit A, Section 1" <br />3. CUSTOMER AGREES TO PROVIDE: <br />The scope of work identified in "Exhibit A, Section 2" <br />4. ENFORCED APPROACHES <br />The list of enforced approaches is defined in "Exhibit B". <br />5. TERM AND TERMINATION: <br />This contract shall be effective on the signature date above. The term of this Agreement shall be for <br />thirty-nine (39) months beginning on the date of issuance of the first Notice of Violation (the "Start <br />Date") and may be extended for up to five (5) additional one (1) year periods providing both Customer <br />and RedSpeed agree to the extension. However, Customer may terminate this Agreement at the <br />expiration of any term by providing written notice of its intent not to extend the Agreement 120 days <br />prior to the expiration of the current term. <br />The Contractor's services may be terminated: <br />a) By mutual written consent of the parties; <br />b) For cause, by either party where the other party fails in any material way to perform its <br />obligations under this Agreement. Termination under this subsection is subject to the <br />condition that the terminating party notifies the other party of its intent to terminate, stating <br />with reasonable specificitythe grounds therefore and the other party fails to cure the default <br />within thirty (30) days after receiving notice. <br />c) For convenience, by either party in the event that state legislation or a decision by a court of <br />competent jurisdiction that prohibits the deployment of the Traffic Control Signal Monitoring <br />Systems that is the subject of this Agreement. Upon termination of this Agreement, the <br />parties recognize that Customer will have to process traffic law violations in the "pipeline," <br />and that REDSPEED accordingly must assist Customer in this regard. Accordingly, the parties <br />shall take the following actions, and shall have the following obligations, which survive <br />termination: Customer shall cease using the Camera System, shall return or allow REDSPEED <br />to recover all provided equipment within a reasonable time not to exceed ninety (90) days) <br />and shall not generate further images to be processed. REDSPEED shall provide Customer <br />Page 3 1 19 <br />