IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS,EASTERN DIVISION
CITY OF CHICAGO,
ex rel. AARON ROSENBERG,

)
)

Plaintiff,

)

vs.

15-cv-08271

)
Judge John J. Tharp, Jr.

REDFLEX TRAFFIC SYSTEMS,INC.,
)
a Delaware corporation, and REDFLEX
)
HOLDINGS LIMITED,an Australian company,)
Defendants.

)

RELEASE AND SETTLEMENT AGREEMENT
This Release and Settlement Agreement ("Agreement") is made and entered into as of
this 3rd day of February, 2017 ("Effective Date"), by and between Redflex Traffic Systems, Inc.
("RTSI") and Redflex Holdings Limited ("RHL")(collectively, "Redflex" or "Redflex Parties")
and the City of Chicago ("City"), acting through its Department of Transportation("CDOT")and
its Department of Law("DOL")(each individually, a "Party" and collectively, "Parties").
RF.fTTAi,C

WHEREAS, the City is a home rule unit of government as defined in Section 6(a) of
Article VII of the 1970 Constitution ofthe State of Illinois;
WHEREAS, RTSI is a corporation organized and existing under the laws of the State of
Delaware, with its principal place of business in the State of Arizona, and is registered to do
business in the State of Illinois;
WHEREAS,RHL is an Australian company, whose stock is publicly traded in Australia;
WHEREAS, from 2003 through 2013, RTSI entered into three contracts with the City,
Contract P.O. Number 3220 ("P.O. 3220"), Contract P.O. Number 16396 ("P.O. 16396"), and
Contract P.O. Number 18031 ("P.O. 18031"), as amended from time to time (collectively, the
"City Contracts"), in connection with the City's Digital Automated Red Light Enforcement
Program ("DARLEP");
WHEREAS,the City expressly requires, as a condition of entering into public contracts,
that those contracting with it will comply with, among other things, the City's Government
Ethics Ordinance, Chapter 2-156 of the Municipal Code of Chicago ("MCC") ("Ethics
Ordinance");

1

 WHEREAS, on April 15, 2014, relator, Aaron Rosenberg ("Rosenberg"), RTSI's former
Vice President of Sales and Marketing for North America, filed a complaint("Complaint")in the
Circuit Court of Cook County entitled City of Chicago, ex rel. Aaron Rosenberg v. Redflex
Traffic Systems, Inc., No. 14 L 4211, on behalf of the City under the City's False Claims
Ordinance, MCC, §§ 1-22-010, et seq., against RTSI ("Civil Action"), alleging that it had
provided bribes and other benefits to former City employee, John Bills ("Bills"), in connection
with the City Contracts, either directly or through Martin O'Malley ("O'Malley"), who he
caused to be hired as a RTSI consultant;
WHEREAS,on December 10, 2014, O'Malley entered a voluntary guilty plea to bribery
and other offenses in relation to the City Contracts in Case No. 14 CR 135, in the Northern
District of Illinois, Eastern Division ("Criminal Action") and, on September 12, 2016, O'Malley
was sentenced to six months in prison;
WHEREAS, on August 20, 2015, Karen Finley ("Finley"), the former Vice President of
Operations and later President and CEO of RTSI, and former Director of RHL, entered a
voluntary guilty plea to bribery and other offenses in relation to the City Contracts in the
Criminal Action, and, on November 10, 2016, Finley was sentenced to 30 months in prison;
WHEREAS, on January 26, 2016, a federal jury convicted Bills of bribery and other
offenses in relation to the City Contracts in the Criminal Action, and, on August 29, 2016, Bills
was sentenced to ten(10) years in prison;
WHEREAS,on August 26, 2015,the Gity intervened in the Civil Action;
WHEREAS, on September 21, 2015, RTSI removed the Civil Action to the Northern
District of Illinois, Eastern Division, No. 15 CV 08271;
WHEREAS,on December 14, 2015,the City filed its First Amended Complaint("FAC")
in the Civil Action, adding RHL as a defendant and asserting claims against Redflex under the
City's False Claims Ordinance, MCC, §§1-22-010, et seq., the False Statements Ordinance,
MCC,§§1-21-010, et seq., and the Consumer Fraud, Unfair Competition or Deceptive Practices
Ordinance, MCC,§§ 2-25-090, as well as claims for breach of contract, civil conspiracy, unjust
enrichment, and the payment of kickbacks in connection with the City Contracts in violation of
720 ILLS 5/33E-7("Claims");
WHEREAS, on August 8, 2016, the Court granted Redflex's Rule 12(b)(1) Motion to
Dismiss Rosenberg from the Action for lack ofjurisdiction, finding that his complaint was based
upon publicly disclosed information and that he was not an original source of the information in
the complaint("August 8th Ruling");
WHEREAS, on December 23, 2016, RTSI entered into allon-Prosecution Agreement
("NPA") with the United States Department of Justice ("DOJ"), pursuant to which DOJ agreed
not to prosecute Redflex for any of RTSI's activities in seeking, obtaining, and executing the
City Contracts, and RTSI agreed to certain factual statements set forth in the NPA,and to certain
obligations under the NPA;

 WHEREAS, DOJ entered into the NPA based, in part, on RTSI's (1) acceptance of
responsibility for the conduct described in the NPA relating to the City Contracts;(2) extensive,
thorough, timely, and voluntary cooperation with DOJ; and (3) early and extensive remedial
efforts in response to the DOJ investigations, including, among other things, creating a director
of compliance position, implementing anti-bribery and anti-corruption policies and procedures,
and instituting anti-bribery and anti-corruption trainings;
WHEREAS, the NPA provides, among other things, that RTSI agrees to pay as
restitution and compensatory damages to the City the amount of any final judgment that may be
issued in favor of the City, or that RTSI and the City may agree to in a settlement agreement, in
the Civil Action;
WHEREAS, the Parties wish to settle, compromise and resolve all claims which were
raised or could have been raised in the Civil Action, based upon the facts asserted therein; and
WHEREAS,the Parties acknowledge and agree that this Agreement is made to resolve
these issues expeditiously and to avoid the cost and uncertainty ofthe outcome of litigation;
NOW,THEREFORE, in consideration of the covenants set forth below and other good
and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties
mutually warrant and agree as follows:
AGREEMENT
1.
Recitals. The recitals set forth above constitute material and integral parts of this
Agreement and are incorporated herein by reference.
2.
Definitions. All terms not specifically defined herein have the meanings set forth
in the City Contracts. All references to Dollars in this Agreement are references to U.S. Dollars.
3.
Settlement Payments. In consideration of this Agreement and the actions taken
pursuant hereto, the Redflex Parties,jointly and severally, will pay restitution and compensatory
damages to the City in the total sum of Twenty Million Dollars($20,000,000)("Total Settlement
Payment," with each such payment sometimes referred to as a "Settlement Payment")as follows:
a.

Five Million Dollars ($5,000,000) to be paid within 45 calendar days from the
Effective Date ofthis Agreement;

b.

Five Million Dollars($5,000,000)to be paid on or before December 31, 2017;

c.

One Million Dollars($1,000,000)to be paid on or before December 31, 2018;

d.

One Million Dollars ($1,000,000)to be paid on or before December 31, 2019;

e.

One Million Five Hundred Thousand Dollars ($1,500,000)to be paid on or before
December 31, 2020;
K~

 f.

One Million Five Hundred Thousand Dollars ($1,500,000) to be paid on or before
December 31, 2021;

g.

Two Million Five Hundred Thousand Dollars ($2,500,000)to be paid on or before
December 31,2022;

h.

Two Million Five Hundred Thousand Dollars ($2,500,000)to be paid on or before
December 31,2023;

i.

Each Settlement Payment must be paid by certified or cashier's check or wire
transfer, payable to: The City of Chicago, and each check or wire shall bear the
words: City ofChicago v. Redflex Traffic Systems, Inc., et al., No. 15 CV 08271;

j.

If a Settlement Payment is made by: (a) check, each check must be delivered to
the City's Corporation Counsel at 121 N. LaSalle St., Suite 600, Chicago, IL
60602, on or before the due date; or (b) wire transfer, such Settlement Payment
shall be made in clear funds on or before the due date pursuant to banking
instructions provided to Redflex by the City, from time to time, after the
execution ofthis Agreement, but before a Settlement Payment is due to be made.

k.

Each Settlement Payment shall become a debt immediately due and payable to the
City on the date that said Settlement Payment is due pursuant to subparagraphs
3(a)-(h), supra.

1.

Subject to the deferral provisions of Paragraph 5, the Redflex Parties' failure to
deliver to the City any Settlement Payment on or before the date that Settlement
Payment becomes due and payable under subparagraphs 3(a)-(h), supra,
constitutes a material breach of this Agreement ("Breach"). If a Breach of this
Agreement occurs, the City has given written notice of the Breach to the Redflex
Parties, and the Breach has continued uncured for a period of ten (10) days after
the notice of Breach (such event being an "Event of Default"), any remaining
balance of the $20,000,000 due under this Agreement that has not yet been paid to
the City by the Redflex Parties will become immediately due and payable to the
City, and the City reserves the right to bring suit to enforce the provisions of this
Agreement and to recover the entire amount that has come due or will become
due under this Agreement, and to take any other actions authorized by law.

m.

The City's acceptance of any Settlement Payment hereunder which is not timely
or is less than the full amount due and payable at the time of such Settlement
Payment shall not constitute a waiver of the City's right to pursue any available
remedies at that time or at any subsequent time or nullify any prior pursuit of any
such remedy, or in any way or manner prejudice, impair, diminish or restrict any
right, power or remedy available to the City, without its express written consent.

4

 4.

Acceleration of Settlement Payments because of a Transaction.

a.

Full Repayment. In the event of a Transaction (as defined below), the schedule
for the Settlement Payments specified in Paragraph 3 will be accelerated such that
the balance of the unpaid Total Settlement Payment shall become immediately
due and payable to the City upon the closing of such Transaction. In this
Paragraph 4 "Transaction" means any of the following: (i) any transaction or
series of related transactions which have the effect either directly or indirectly of
transferring more than 50% of the then issued share capital of RTSI or RHL, as
applicable, to another Person (as defined below) or group of Persons acting in
concert; (ii) the sale of substantially all of the assets of RTSI or RHL to another
Person or group of Persons acting in concert; or (iii) any payment by RHL of a
cash dividend to equity investors in excess of the greater of: (a) its franking
credits; or (b) 5% of RHL's market capitalization at the time such dividend is
declared. For the avoidance of doubt, "Transaction" excludes the issuance of
shares or other securities by RHL or any of its Affiliates("New Securities") even
if such issuance of New Securities results in the purchaser or purchasers of such
New Securities owning more than 50% of RHL, stock splits or consolidations of
RHL,stock dividends to RHL shareholders or the payment of dividends, whether
by cash or stock, to or from Affiliates of Redflex or any internal restructuring by,
or involving, Redflex or any of its Affiliates. In this Agreement,"Person" means
an individual or natural person, corporation, trust, partnership, limited partnership,
limited liability company, joint venture, joint stock company, unincorporated
organization, firm, estate, governmental authority or any agency or political
subdivision thereof, or other entity, but does not include RHL or any of its
Affiliates; and "Affiliate" means any person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the first entity.

b.

Partial Re~a~. In the event of a closing of a sale of assets to another Person
or group of Persons acting in concert that exceeds 20% of RHL's Net Tangible
Assets (measured by subtracting "Intangible Assets and Goodwill" from "Net
Assets") as set out in the most recently completed financial release disclosed to
the Australian Securities Exchange by RHL (a "Substantial Asset Sale"), the
Settlement Payments (as adjusted pursuant to Paragraph 4(c)) specified in
Paragraph 3 will be accelerated as follows, up to a total amount equal to 75% of
the net cash proceeds generated from the Substantial Asset Sale: first to repay any
Settlement Payments deferred pursuant to Paragraph 5, below; and then to make
the latest scheduled Settlement Payments pursuant to Paragraph 3, above (i.e.,
first to 3(h), then to 3(g), and so on).

c.

The amount payable with respect to any Settlement Payment that is accelerated
pursuant to Paragraph 4(a) or 4(b) will be calculated as the net present value of
the originally scheduled Settlement Payments, using a discount rate of 15%;
provided, however, the accelerated payment of any Settlement Payment deferred
pursuant to Paragraph 5, below, shall be paid in full and not reduced to net present
value.
5

 d.

The Redflex Parties shall provide written notice to the City within 3 days of the
closing of any Transaction that may fall within Paragraphs 4(a) or 4(b).

Partial Deferral of Settlement Pant. At any time following the timely
5.
payment of the Settlement Payment that is due on December 31, 2019, and assuming no Event of
Default exists or has existed (that has not been cured), the Redflex Parties shall have the right to
defer ("Right of Deferral") payment of the portion of any Settlement Payment in excess of One
Million Dollars ($1,000,000) (such amount in excess of $1,000,000 being the "Deferred
Amount")for any Settlement Payment that is due on or before December 31 following any fiscal
year ending on June 30 in which the audited consolidated EBITDA of RHL for that fiscal year is
less than U.S. $15,000,000. The cumulative Deferred Amounts (if any) will be due in full on or
before December 31, 2024(the "2024 Payment"), except that the 2024 Payment is also subject to
the Right of Deferral as of December 31, 2024, and again on December 31, 2025, as set forth in
this Section 5, provided, however, that the Total Settlement Amount must be paid in full by
December 31, 2026. For the avoidance of doubt, if the Right of Deferral were exercised in every
year, this would result in annual Settlement Payments of $1,000,000 each beginning December
31, 2018 and ending with a Settlement Payment of $2,000,000 (the final balance of the Total
Settlement Amount) on December 31 2026. Notwithstanding anything contained herein to the
contrary, the Right of Deferral in respect of a Settlement Payment shall not be operative if RHL
has paid cash dividends to shareholders in either the fiscal year ending on June 30 ofthe calendar
year in which the relevant Settlement Payment was due pursuant to Paragraph 3, or in the
remainder of that calendar year. The Redflex Parties shall provide written notice to the City, 30
days in advance of any due date, if they are entitled to, and intend to exercise, their Right of
Deferral.
6.
City Waiver and Release. In consideration of this Agreement, and the monies
paid pursuant to this Agreement, the City, on behalf of itself, and its current and former officers,
agents, officials, employees, representatives, predecessors, successors, attorneys and assigns,
hereby releases, acquits and discharges RTSI, RHL, and each of their respective former and
current subsidiaries, affiliates, predecessors, successors, officers, directors, shareholders,
employees, agents, attorneys, consultants, insurers, and representatives, (collectively, the
"Redflex Released Parties"), from any and all claims, debts, demands, suits, rights, causes of
action, accounts, bonds, covenants, guarantees, contracts, agreements, damages, indemnities,
liabilities and obligations of every kind, nature or description, in law or in equity, relating in any
way to (a)the Claims or the Civil Action, including, without limitation, any and all claims which
were asserted or could have been asserted against the Redflex Released Parties in the Civil
Action, or (b) the City Contracts, including, without limitation, Redflex's charges, billing or
invoicing for services provided to the City thereunder; provided, however, that it is expressly
understood and agreed by the Parties that: (1) this Waiver and Release is not intended as a
release, discharge, accord or satisfaction of any claim by the City against any person other than
the Redflex Released Parties; (2) the City is not releasing, waiving, or discharging any
contractual obligations, if any, that Redflex may have under the City Contracts to repair, replace
or service red light cameras provided to the City; (3) the City is not releasing, waiving, or
discharging any claims it has or may have against the Redflex Released Parties, whether based
on contribution or indemnity (express, contractual or implied), or based on contract, tort, statute,
ordinance, or any other theory, as a result of any claims by third parties that are based on the
D

 conduct of the Redflex Released Parties or that relate in any way to the City Contracts, unless the
third party's claim is known to the City as of the Effective Date;(4) the City is not releasing,
waiving, or discharging any claims it has or may have against any of the criminal defendants in
the Criminal Action based on the restitution that was ordered against them in the Criminal
Action; and (5) this Waiver and Release is not intended to release, waive or discharge any
obligations ofthe Redflex Parties under the terms ofthis Agreement.
Redflex Waiver and Release. In consideration of, and in exchange for, the City's
7.
Waiver and Release in Paragraph 6,supra, RTSI and RHL, on behalf of themselves, and each of
their respective former and current subsidiaries, affiliates, predecessors, successors in interest,
officers, directors, employees, agents, attorneys, and representatives, hereby release and
discharge the City, and its current or former officers, agents, officials, employees, attorneys,
representatives, and consultants ("City Released Parties"), from all claims, debts, demands, suits,
rights, causes of action, accounts, bonds, covenants, guarantees, contracts, agreements, damages,
indemnities, liabilities, obligations and any and all claims of every kind, nature or description, in
law or in equity, relating in any way to (a) the Claims or the Civil Action, including, without
limitation, any and all claims, which were asserted or could have been asserted against the City
in the Civil Action, or(b)the City Contracts; provided, however, that it is expressly understood
and agreed by the Parties that:(1)this Waiver and Release is not intended as a release, discharge,
accord or satisfaction of any claim by the Redflex Parties against any person other than the City
Released Parties;(2) the Redflex Parties are not releasing, waiving, or discharging any claims
they have or may have against the City Released Parties, whether based on contribution or
indemnity (express, contractual or implied), or based on contract, tort, statute, ordinance, or any
other theory, as a result of any claims by third parties that are based on the conduct of the City
Released Parties or that relate in any way to the City Contracts, unless the third party's claim is
known to the Redflex Parties as of the Effective Date; and (3) this Waiver and Release is not
intended to release, waive or discharge any obligations of the City under the terms of this
Agreement.
Dismissal of Action. Within 5 business days of the Effective Date, the City shall
8.
submit to the Court for entry an Agreed Order dismissing the Civil Action in its entirety, with
prejudice, with each Party therein to bear its own legal costs, expenses and attorneys' fees, and
will promptly, upon entry, deliver a copy of the entered final Agreed Order to counsel for the
Redflex Parties.
9.
Redflex Cooperation and Participation. In the event that Rosenberg files an
appeal from the August 8t Ruling which dismissed him from the Civil Action for lack of
t Ruling on appeal. The Parties
jurisdiction, the City and Redflex agree to defend the August 8"
agree that Rosenberg has no basis to challenge the adequacy of the settlement or receive any
award or judgment in the Civil Action. However, in the event that Rosenberg becomes entitled
to any recovery in the Civil Action, the City agrees that it will pay any such recovery in the Civil
Action to Rosenberg, but only as a percentage of the Total Settlement Payment, as adjudicated
by the court. Redflex will be liable for any award to Rosenberg of expenses, costs, and
attorneys' fees entered by the court.

7

 10.
Notice of Delivery of NPA Reports. The Redflex Parties agree that they will send
a notice to the City within five days of delivering to DOJ each report required under the NPA,
advising that they have complied with the periodic reporting requirement, including the date each
report was delivered.
11.
Nature of the Payment. The Redflex Parties agree and acknowledge that their
monetary obligations to the City under this Agreement constitute a debt for money obtained by
false pretenses, false representations, or actual fraud, and that consequently those obligations are
not dischargeable in bankruptcy pursuant to Sections 1141(d)(6)(A) and 523(a)(2)(A) of the
Bankruptcy Code. The Redflex Parties agree not to oppose any action or proceeding brought in
connection with any bankruptcy or other insolvency proceeding to establish the nondischargeability oftheir obligations to the City under this Agreement.
12.
Complete Defense. If either Party sues the other Party for the purpose of
asserting a claim that has been waived or released under this Agreement, then this Agreement
shall be and constitute a complete defense and bar to such a claim, and the Party being sued shall
be entitled to receive a declaratory judgment and/or an injunction against such lawsuit.
13.
Notices. All notices, requests, demands and other communications to be given
under or by reason of this Agreement shall be in writing and delivered by an internationally
recognized overnight courier service to the addresses set forth below or to such other addresses
as may be specified in writing from time to time by a Party to the other Parties. All such notices,
demands, requests and other communications shall be deemed given upon receipt.
To the Redflex Parties:
Michael R. Finn, President and CEO ofRedflex Traffic Systems,Inc.
5651 West Talavi Boulevard, Suite 200
Glendale, AZ 85306-1844
And to:
Company Secretary
Redflex Holdings Limited
31 Market Street
SOUTH MELBOURNE VIC 3205
AUSTRALIA
To the City:
The Corporation Counsel, City of Chicago Law Department
121 North LaSalle Street, Suite 600
Chicago,IL 60602
14.
Entire Agreement. This Agreement sets forth the entire agreement between the
Parties solely with respect to the settlement of the Claims and fully supersedes any and all prior
agreements or understandings between the Parties hereto pertaining to these Claims.
15.
Parties Relied Solely on Their Own Judgment and Investi ag tion. The Parties
acknowledge and expressly represent and warrant that they have relied solely upon their own

 judgment, together with advice of counsel, when deciding whether to.enter into this Agreement.
Each Party further agrees, acknowledges and expressly warrants that no information, statement,
promise, representation, warranty, condition, inducement, or agreement of any kind, whether oral
or written, made by or on behalf of any other Party shall be, or has been, relied upon by it in
entering into this Agreement unless specifically contained and incorporated herein.
Joint Partici an tion. The Parties warrant and represent that they have each
16.
knowingly and voluntarily entered into this Agreement following consultation with their
respective legal counsel, and participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of
proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the
provisions ofthis Agreement.
17.
Advice of Counsel. Each of the Parties hereto represents and warrants that it has
had the advice of counsel concerning the terms and conditions ofthis Agreement and in entering
into it. In entering into this Agreement, each Party represents that it has relied upon the advice of
its attorney, who is the attorney of its choice, and that the terms of this Agreement have been
interpreted and explained by its attorney, and that these terms are fully understood and
voluntarily accepted by the Parties.
18.
Binding Nature of Agreement. The terms of this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by, the Parties hereto, and their respective
successors, administrators, executors, beneficiaries, and/or assigns.
19.
Controlling Law. This Agreement shall be construed in accordance with, and its
validity and effect, including any claims of breach of any of the terms hereof, shall be governed
by,the laws ofthe State of Illinois, without regard to Illinois law regarding choice oflaw.
20.
Venue. The venue of any action commenced for the purposes of interpretation,
implementation, and/or enforcement of the terms and conditions of this Agreement shall be the
United States District Court for the Northern District of Illinois, Eastern Division, and the
Redflex Parties consent to jurisdiction in this venue.
21.
Attorneys' Fees. Each Party shall be responsible for its own attorneys' fees, costs
and expenses related to the negotiation, drafting and execution of this Agreement and all issues
relating to the Claims and the Civil Action.
22.
No Third Partv Rights. Except as the extent of the releases provided to the
Redflex Released Parties and the City Released Parties pursuant to Paragraphs 6 and 7 of this
Agreement, nothing in this Agreement is intended or shall be interpreted to confer any rights,
privileges or rights of action of any kind upon any person not a party to this Agreement, or to
effectuate a release by the Parties of any claims or causes of action that either Party has or may
have against any person not a Party to this Agreement.
Modification. This Agreement may not be altered, amended, changed,
23.
terminated, or modified in any material respect without the express, written consent of each of
D

 the Parties hereto. No waiver by any Party hereto of any breach or default hereunder shall be
deemed a waiver of any other or subsequent breach or default.
24.
Execution in Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall together constitute
one and the same agreement. Facsimile and electronically transmitted copies of signed
counterparts ofthis Agreement shall be deemed to be authentic and valid.
25.
Authority. Each Party hereto represents and warrants that its undersigned officer
has full authority and capacity to execute this Agreement on that Party's behalf.
IN WITNESS HEREOF,the parties hereto have caused this Agreement to be signed as of
the day and year first above written.
Redflex Traffic Systems,Inc.

Redflex Holdings Limited

C

i

Title:

Title:

Date:

Date:

The City of Chicago
City of Chicago
Depar ment of Transportation
(z,:

Stephen R. Patton, Corporation Counsel
City of Chicago Department of Law

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:

1

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Stephen R. Patton
Corporation Counsel

R bekah Scheinfeld
Commissio. er
Date:

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Date:

10

 one and the same agreement. Facsimile and electronically transmitted copies of signed
counterparts of this Agreement shall be deemed to be authentic and valid.
25.
Authority. Each Party hereto represents and warrants that its undersigned officer
has full authority and capacity to execute this Agreement on that Party’s behalf.
IN WITNESS HEREOF, the parties hereto have caused this Agreement to be signed as of
the day and year first above written.
Redflex Traffic Systems, Inc.

Redflex Holdings Limited

By:

By:

Title:

President/CEO

Date: 2-3-17

Title:
Date:

The City of Chicago
City of Chicago
Department of Transportation

Stephen R. Patton, Corporation Counsel
City of Chicago Department of Law

By:

By:
Rebekah Scheinfeld
Commissioner

Date:

Stephen R. Patton
Corporation Counsel
Date:

10

 one and the same agreement. Facsimile and electronically transmitted copies of signed
counterparts ofthis Agreement shall be deemed to be authentic and valid.
25.
Authority. Each Party hereto represents and warrants that its undersigned officer
has full authority and capacity to execute this Agreement on that Party's behalf.
IN WITNESS HEREOF,the parties hereto have caused this Agreement to be signed as of
the day and year first above written.
Redflex Traffic Systems,Inc.

Redfiex Holdings Limited

I:

By:~G~a~. ~~

Title:

Title: Chairman
Date: 23/2017

The City of Chicago
City of Chicago
Department of Transportation

Stephen R. Patton, Corporation Counsel
City of C ago D partment of La

By:

By:
~
Stephen R. Patton
Corporation owns 1

Rebekah Scheinfeld
Commissioner

Date:

10

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