OPT-IN AGREEMENT TO PARTICIPATE IN THE MONROE COUNTY/ BUSPATROL SCHOOL BUS STOP ARM ENFORCEMENT PROGRAM Webster Central School District 155 Brian Freeman Assistant Superintendent for Business
WHEREAS, General Municipal Law Section 119-o authorizes municipal corporations and districts to enter into agreements for the performance among themselves or one for the other of their respective functions, powers, and duties on a contract basis, and WHEREAS, General Municipal Law Section 119-n defines “municipal corporation” as a county outside the City of New York, a town, a village, a board of cooperative educational services, fire district, or a school district, and defines a “municipal district” as a county or town improvement district, among other things, and WHEREAS, the County is authorized by Section 1174-a of the Vehicle and Traffic Law and Local Law 3 of 2022 to enter into an agreement with school districts within Monroe County for the installation and operation of outward facing school bus photo violation monitoring systems on school buses owned or operated by such school districts; WHEREAS, the County has entered into an agreement with BusPatrol to acquire, on behalf of Participating School Districts, a web-based school bus photo violation monitoring system that can be used to capture images of vehicles operated in violation of Section 1174 of the Vehicle and Traffic Law, issue citations to the owner of such vehicle when approved by an authorized Municipal Technician, and collect fines from the owner of such vehicle as authorized by Section 1174-a; WHEREAS, the Participating School District desires to enter into this agreement to authorize the County, through its contractor BusPatrol, to install and operate outward facing school bus photo violation monitoring systems on school buses operated within the Participating School District as authorized by Section 1174-a of the Vehicle and Traffic Law; NOW, therefore, it is mutually agreed by and between the Parties hereto as follows: 1. Purpose. This “Opt-In Agreement” constitutes a formal, binding agreement between the Webster Central School District (“Participating School District” or “District”), Monroe County (“County”) and BusPatrol America LLC (“BusPatrol”) (together, the “Parties”), for the installation, operation and maintenance of school bus photo violation monitoring systems on school buses owned or operated by the District in accordance with Section 1174-a of the New York State Vehicle and Traffic Law and County Local Law No. 3 (the “Stop Arm Laws”), as well as the installation and operation of other optional internal student safety cameras if selected by the Participating School District (the “BusPatrol System”). 2. Authorization. The Parties’ execution of this Opt-In Agreement will serve as authorization for BusPatrol to install and operate the particular BusPatrol System identified above on buses
owned and operated by the District or privately owned and operated for compensation under contract with such District. 3. Payment. In accordance with the Stop Arm Laws and the Master Agreement between County and BusPatrol for the installation and operation of a “School Bus Stop Arm Enforcement Program” (“Master Agreement”), the County will be solely responsible for paying BusPatrol for the installation, maintenance and use of the BusPatrol System on buses owned and operated by the Participating School District or privately owned and operated for compensation under contract with such District, to be paid solely from the revenues from any fines generated by said school bus photo violation monitoring systems operated within the District. Participating School District will have no responsibility for payment of any amounts due to BusPatrol for the installation, operation, or maintenance of the BusPatrol System. The Parties acknowledge that the Participating School District will incur no expenses in connection with the installation and operation of the school bus photo violation monitoring system and the internal camera monitoring system. 4. Responsibilities of the Parties: a. BusPatrol. BusPatrol is responsible for providing all equipment and services necessary to install, operate and maintain the BusPatrol System. b. County. The County is responsible for administering and overseeing BusPatrol’s performance of the Stop Arm Enforcement Program as set forth in the Master Agreement, including but not limited to: i. Arranging for a Municipal Enforcement Technician to review evidence packages and approve or disapprove potential notices of violation of the Stop Arm Laws; and ii. Reviewing and approving BusPatrol invoices for payment, in accordance with the Master Agreement. c. Participating School District. The Participating School District is responsible for: i. Providing BusPatrol or its agents with access to buses owned or operated by the District beginning on the Installation Start Date (to be mutually agreed upon by the District, the County and BusPatrol). If Participating School District does not own and operate the buses customarily used on the routes in its district, then Participating School District shall use best efforts to enter into an agreement with the private owner(s) and operator(s) of those buses to allow BusPatrol to install and operate its equipment on such buses. If Participating School District does not enter into such agreement with the private owner(s) and operator(s), or if any private owner or operator fails to provide BusPatrol with access to school buses, the County or BusPatrol, at its option, may terminate the Opt-In Agreement with the Participating School District; ii. Providing BusPatrol with ongoing access to any and all BusPatrol equipment installed on buses owned or operated by the District or its third-
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party bus operator, as reasonably necessary for BusPatrol to operate and maintain the school bus violation monitoring system; iii. Providing BusPatrol with electronic copies of school bus routing information, in Excel or CSV format, if possible, for the purpose of identifying high risk routes and prioritizing an installation schedule; iv. Using best efforts to maintain the routes identified in Subsection 4(c); v. Using best efforts to properly store, secure, maintain, and repair the school buses when not in use to reasonably safeguard the BusPatrol System; vi. Appointing a designated point of contact, identified above, who shall be authorized to act on behalf of the Participating School District on all matters relating to this Opt-In Agreement and District’s use of and participation in the school bus school bus photo violation monitoring systems; vii. Implementing security measures to ensure that any photographs, microphotographs, videotapes, other recorded images and data from internal non-enforcement cameras are only accessed by authorized personnel from the Participating School District. 5. License, Restricted Use. BusPatrol grants to the Participating School District a limited, nonexclusive license to use the BusPatrol System, including BusPatrol Equipment and BusPatrol Software and other BusPatrol Intellectual Property (collectively “BusPatrol Intellectual Property”), solely for purposes of carrying out this Opt-In Agreement. This license shall continue for so long as this Opt-In Agreement remains in effect and shall expire immediately upon termination or expiration of this Agreement. Participating School District shall immediately cease any and all use of the BusPatrol Intellectual Property upon termination or expiration of this Opt-In Agreement, unless specifically authorized by BusPatrol in a separate written license agreement. The District agrees that it will not use the BusPatrol Intellectual Property for any purpose other than BusPatrol’s operation of the BusPatrol System during the term of this Agreement. Except are required by law, the Participating School District will not disclose the BusPatrol Intellectual Property to any third parties without the prior express written permission of BusPatrol; will not make any modifications to the BusPatrol System; and will not attempt to disassemble, de-compile or otherwise perform any type of reverse engineering to the BusPatrol System or cause any other person to do any of the foregoing. 6. Reporting. Participating School District, acting by and through the Superintendent of Schools of such District, or his or her designee shall provide any report required of the District pursuant to Section 1174-a of the Vehicle Traffic law to the State or any official thereof. BusPatrol and County agree to work with the Participating School District to provide any information or other reasonable assistance necessary for District to prepare and submit any required reports. 7. Restrictions on Access to Enforcement Data. In accordance with the State and Local Law and the Master Agreement, the Parties agree that BusPatrol will implement controls and configure the BusPatrol system to safeguard enforcement data generated by the external cameras and other components of the BusPatrol Stop Arm Enforcement Solution as follows: Page 3 of 7
a. Pursuant to Section 1174-a (a)(3)(i) of the Vehicle and Traffic Law, BusPatrol will implement controls and configure the BusPatrol system to: (i) prevent Participating School District from accessing any photographs, microphotographs, videotapes, other recorded images and data from school bus photo violation monitoring systems; (i) to provide for the proper handling and custody of such photographs, microphotographs, videotapes, other recorded images and data produced by such systems; and (iii) to provide for the forwarding of such photographs, microphotographs, videotapes, other recorded images and data to the County for the purpose of determining whether a motor vehicle was operated in violation of subdivision (a) of Section 1174 of the New York Vehicle and Traffic Law and imposing monetary liability on the owner of such motor vehicle therefor. b. BusPatrol will implement controls and configure the BusPatrol system to ensure that all photographs, microphotographs, videotapes, other recorded images and data produced by school bus photo violation monitoring systems shall be destroyed (i) ninety days after the date of the alleged imposition of liability if a notice of liability is not issued for such alleged imposition of liability pursuant to this local law or (ii) upon final disposition of a notice of liability issued pursuant to this local law. 8. Restrictions on Access to Internal Camera Data. The Parties agree that BusPatrol will implement controls and configure the BusPatrol system to ensure that any photographs, microphotographs, videotapes, other recorded images, and data from the internal cameras (if any) installed pursuant to this Agreement shall be made available only to the Participating School District and shall not be made available to the County or any third-party except as explicitly authorized by the Participating School District. In accordance with the Master Agreement, BusPatrol will implement controls and configure the BusPatrol system to ensure that all video footage, recorded images, and other information generated through such internal non-enforcement cameras shall be destroyed within ninety (90) days unless a longer period is authorized by Participating School District or required by law. 9. Changes. Changes to this Opt-In Agreement may be made only by mutual written agreement of the Parties. 10. Term, Termination. a. This Agreement shall commence on the date of the last signature below and shall terminate on December 1, 2024 (the “Initial Term”) unless New York State has extended or eliminated the provisions of the enabling legislation as contained in the Stop Arm Law. In the event the enabling legislation is extended, the Initial Term shall likewise be extended for the shorter of: (i) a term ending December 31, 2025; or (ii) the term of any such legislative extension of the Stop Arm Law. Upon expiration of the Initial Term, this Agreement may be extended for up to two additional one-year terms upon such terms and conditions as may be agreed between the Parties provided that New York State has extended and/or not eliminated the provisions of the enabling legislation as contained in the Stop Arm Law.
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b. This Opt-In Agreement will automatically terminate in the event the Master Agreement between BusPatrol and County is terminated or expires in accordance with the terms of said Master Agreement. c. In the event of a termination or expiration, the Participating School District shall immediately cease use of the BusPatrol System, including any and all BusPatrol Equipment, BusPatrol Software, or Intellectual Property, and allow BusPatrol reasonable access to buses owned and operated by the Participating School District or its third-party bus operator, to allow BusPatrol to remove the BusPatrol Equipment in accordance with the wind down provisions of the Master Agreement. d. BusPatrol shall repair any damage to the Participating School District’s or its private operator’s buses caused by BusPatrol’s removal of BusPatrol Equipment or other items installed by BusPatrol in the Participating School District’s or private operator’s buses. 11. Non-Assignment. This Agreement may not be assigned by Participating School District without prior written consent of the County and BusPatrol. The County shall be relieved of all liability and obligations consistent with the New York State General Municipal Law Section 109 in the event of such unauthorized assignment. 12. Executory. All amounts to be paid to BusPatrol for the performance of the services called for in this Agreement will be paid solely from the civil penalties collected from the operation of the BusPatrol System, as provided for by the Stop Arm Law. BusPatrol assumes the risk that program revenues will be sufficient to cover the Technology Fees and its other expenses, and therefore agrees that neither this Agreement nor any representation by any public employee or officer creates any legal or moral obligation to request, appropriate or make available moneys for the purpose of this Agreement in the event that gross revenues collected over the life of this Agreement (including any extensions thereof) are insufficient to cover any costs, expenses or fees associated with this Agreement owed to BusPatrol. BusPatrol will have no claim against the County or District for the payment of any such unpaid costs, expenses, or fees. 13. Notice. Except as otherwise provided in this Agreement, notice required to be given pursuant to this Agreement shall be made in writing by First Class Mail and addressed to the following or such other person as the Parties may designate: County: Monroe County Director of Public Safety CityPlace Building Fourth Floor 50 West Main Street Rochester, New York 14614 and Monroe County Attorney Department of Law 307 County Office Building 39 West Main Street Page 5 of 7
Rochester, New York 14614 BusPatrol America LLC: Karoon Monfared, CEO 8540 Cinder Bed Road, Suite 400 Lorton, Virginia 22079 karoon@buspatrol.com and Todd Bromberg, General Counsel 8540 Cinder Bed Road, Suite 400 Lorton, Virginia 22079 (301) 807-5180 todd.bromberg@buspatrol.com Participating School District: Webster Central School District 119 South Avenue Webster, NY 14580 585.216.0000 14. Non-Waiver. Failure of either Party to exercise any rights under this Agreement for a breach thereof shall not be deemed a waiver or a waiver of any subsequent breach. 15. Severability. If any provision of this Agreement shall be held unenforceable, the rest of the Agreement shall nevertheless remain in full force and effect. 16. Choice of Law, Venue. Any dispute arising directly or indirectly out of this Agreement shall be determined pursuant to the laws of the State of New York. The Parties hereby choose the County of Monroe as the forum for any such dispute. 18. Rules Of Construction. This contract shall be deemed to have been mutually prepared by the Parties hereto and shall not be construed against any of them solely by reason of authorship. 19. Counterparts; Signatures Transmitted by Electronic Means. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the Parties hereto may execute this Agreement by signing any such counterpart. A facsimile or signature transmitted by electronic means applied hereto or to any other document shall have the same force and effect as a manually signed original. This provision contemplates giving legal force and effect to copies of signatures. This provision does not contemplate the use of “electronic signatures” as regulated by New York State Technology Law Article 3, “Electronic Signatures and Records Act.” 20. Entire Agreement. The terms of this Agreement, including its attachments and exhibits, represent the final intent of the Parties. Any modification, rescission, or waiver of the terms of this Agreement must be in writing and executed and acknowledged by the Parties with the same formalities accorded this basic Agreement. Page 6 of 7
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the last date executed below (“Effective Date”).
BUSPATROL AMERICA, LLC:
Karoon ______________________________ Karoon Monfared (Jun 9, 2023 05:26 PDT) Name: Karoon Monfared Title: CEO, BusPatrol America LLC Date: 06/09/2023 _____________________________ MONROE COUNTY: By: _______________________________ Name: Adam J. Bello Title: County Executive Date: ______________________________
By: ________________________________ Name: ______________________________ Title: ______________________________ Date: _______________________________
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BusPatrol Opt-In Agreement for Webster Central School District MON (CLEAN FINAL 6-9) Final Audit Report
2023-06-09
Created:
2023-06-09
By:
Rodney Lemieux (rodney.lemieux@buspatrol.com)
Status:
Signed
Transaction ID:
CBJCHBCAABAAu3LHVpP2aFYWtUJEqgbk_8KAIOcL3vRc
"BusPatrol Opt-In Agreement for Webster Central School District MON (CLEAN FINAL 6-9)" History Document created by Rodney Lemieux (rodney.lemieux@buspatrol.com) 2023-06-09 - 11:53:24 AM GMT
Document emailed to karoon@buspatrol.com for signature 2023-06-09 - 11:55:14 AM GMT
Email viewed by karoon@buspatrol.com 2023-06-09 - 12:25:46 PM GMT
Signer karoon@buspatrol.com entered name at signing as Karoon Monfared 2023-06-09 - 12:26:09 PM GMT
Document e-signed by Karoon Monfared (karoon@buspatrol.com) Signature Date: 2023-06-09 - 12:26:11 PM GMT - Time Source: server
Agreement completed. 2023-06-09 - 12:26:11 PM GMT