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This AGREEMENT FOR MANAGEMENT OF THE PHOTO RED LIGHT ENFORCEMENT TECHNOLOGY PROGRAM (referred to herein as the "Contract") is entered into this __ day of , 2001 by and between the CITY of REDWOOD CITY (hereinafter referred to as the "City") and LOCKHEED MARTIN IMS CORPORATION, a New York corporation (hereinafter referred to as the "Contractor") with reference to the following. WHEREAS, City proposes to contract for services as outlined below. The City desires to license certain systems and equipment of Contractor and utilize certain services of Contractor as described below; and WHEREAS, Contractor is willing to perform such services and has the necessary qualifications by reason of experience, preparation, and organization to provide such services; and WHEREAS, Contractor, through its Municipal Services Line of Business, has the ability and expertise to furnish to City equipment and services for the purposes of detecting certain traffic violations and issuing citations to the alleged violators. NOW, THEREFORE, City and Contractor mutually agree as follows: 1.0 DEFINITIONS Certain words and phrases used in this Agreement shall have the specific meaning shown in this Section. Unless otherwise specifically defined herein, all other words shall have their usual and customary meaning. "Citation" means the initial pleading in a criminal or civil traffic action relating to a Violation documented or evidenced by the Contractor System. "Contractor System" means the Contractor services furnished and equipment licensed to the City, pursuant to this Agreement. "Final Disposition" means as to the citations: (a) payment of the assessed Fine (hereinafter defined) with respect to a Violation (hereinafter defined); (b) plea of guilty or no contest with respect to a Violation; (c) conviction with respect to a Violation; (d) any disposition (including dismissals as a result of successful completion of a traffic violator school course) other than the finding of not guilty with respect to a Violation. "Fine" means a monetary sum assessed for a Violation which is actually received by the City including bail forfeitures received but does not include suspended or unpaid fines. "Person" means an individual, partnership, joint venture, corporation, trust, unincorporated association, any governmental authority, political subdivision thereof or any other form or entity. "Photo safety Program" means type of service that is being conducted by the Contractor for the City. iii