Agmt07 Redflex Traffic Systems - Agree/Automated red light enforcement

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6.4. The Customer may terminate this Agreement without cause at any time by giving ten days' written notice of termination to Redflex. Customer agrees to reimburse Redflex for all out-of-pocket and direct costs associated with the installation and management of the City's program, including, but not limited to (1) construction services, (2) software configuration, and (3) hardware depreciation, not to exceed $100,000 per intersection approach. All direct costs and capital expenditures will be amortized over 60 months. The Customer will be responsible for all un- amortized costs at the time of termination. For example, if the Customer terminates this agreement for convenience at month 30, the Customer will be responsible for 50% of the direct cost. Redflex agrees to provide an installation cost summary for each system or intersection installation. 6.5. Cost Neutrality After an initial twelve (12) month period, if the total compensation paid to Redflex pursuant to this agreement exceeds that portion of Fines received by Customer for Citations issued during the same twelve (12) month period, then Redflex agrees to absorb, eliminate, or reimburse Customer for the excess expense thereby covering the cost for system operation so that the Customer achieves cost neutrality in accordance with the representation that the system(s) shall pay for themselves. This cost neutrality provision shall be applied for each twelve (12) month period for which the agreement is in effect in order to ensure cost neutrality throughout the Term of this agreement. 6.6. PROCEDURES UPON TERMINATION. The termination of this Agreement shall not relieve either party of any liability that accrued prior to such termination. Except as set forth in Section 6.3, upon the termination of this Agreement, all of the provisions of this Agreement shall terminate and: 6.6.1. Redflex shall (i) immediately cease to provide services, including but not limited to work in connection with the construction or installation activities and services in connection with the Photo Red Light Enforcement Program, (ii) promptly deliver to the Customer any and all Proprietary Property of the Customer provided to Redflex pursuant to this Agreement, (iii) promptly deliver to the Customer a final report to the Customer regarding the collection of data and the issuance of Citations in such format and for such periods as the Customer may reasonably request, and which final report Redflex shall update or supplement from time to time when and if additional data or information becomes available, (iv) promptly deliver to Customer a final invoice stating all fees and charges properly owed by Customer to Redflex for work performed and Citations issued by Redflex prior to the termination, and (v) provide such assistance as the Customer may reasonably request from time to time in connection with prosecuting and enforcing Citations issued prior to the termination of this Agreement. 6.6.2. The Customer shall (i) immediately cease using the Photo Red Light Enforcement Program, accessing the Redflex System and using any other Intellectual Property of Redflex, (ii) promptly deliver to Redflex any and all Proprietary Property of Redflex provided to the Customer pursuant to this