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IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT,

IN AND FOR BROWARD COUNTY, FLORIDA

MORAIMA RAMON,on behalf of herself and all others similarly situated,

Plaintiff,

v. Case No. 10-29090 21

CITY OF HALLANDALE BEACH, AMERICAN TRAFFICSOLUTIONS, LLC, andATS AMERICAN TRAFFICSOLUTIONS, INC.,

Defendants. /

STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement dated below (the “Stipulation”), is made

and entered into by and among: (i) Moraima Ramon (“Lead Plaintiff”), on behalf of herself and

the Class (as defined herein), by and through her respective counsel of record in the Litigation

(“Lead Counsel”); and (ii) City of Hallandale Beach (“City”), American Traffic Solutions LLC,

and ATS American Traffic Solutions, Inc. (defined, together with certain other entities, at ¶ 1.5

of this Stipulation “ATS”), by and through their counsel of record in the Litigation (as defined

herein). The City and ATS are collectively referred to as the “Settling Defendants.” Lead

Plaintiff and the Settling Defendants are collectively referred to as the “Parties” or the “Settling

Parties.” The Stipulation is intended by the Settling Parties to fully, finally and forever resolve,

discharge and settle the Litigation and all Released Claims against all Released Persons (as

defined herein), upon and subject to the terms and conditions in this Stipulation.

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I. THE LITIGATION

On or about June 24, 2010, Lead Plaintiff filed this action, Case No. 10-29090 21 (the

“Litigation”), in the Circuit Court for the Seventeenth Judicial Circuit in and for Broward County

(the “Court”) on behalf of a putative class of all persons who had received a Notice of Violation

pursuant to City of Hallandale Beach Code of Ordinances, Article VI, Sections 28-225 through

28-231 (Ordinance Number 2008-14) titled “Traffic Intersection Safety Act” (the “Ordinance”).

The initial complaint contained the following claims: Count I for Unjust Enrichment against the

City and ATS, Count II for Tort of Conversion against the City and ATS, and Count III for

Injunctive and Declaratory Relief against the City and ATS.

The City and ATS moved to dismiss the claims against them asserted in the initial

complaint, and alternatively the City and ATS moved the Court to require that Lead Plaintiff

make a more definite statement of the claims. ATS also moved to strike the request for

attorneys’ fees to the extent that the request was inconsistent with the attorneys’ fees potentially

available to counsel for Lead Plaintiff pursuant to the so-called “common fund” doctrine.

[NOTE THAT PLAINTIFF’S COUNSEL NEEDS TO AMEND COMPLAINT TO

NARROW CLAIMS AND NARROW CLASS DEFINITION AS HAVE DONE IN OTHER

CASES; UPON THAT HAPPENING, THEN THE FOLLOWING CAN BE STATED: On or

about ______________, the Court entered agreed orders granting these motions with leave to

amend the complaint.

On _________________, 2011, Lead Plaintiff filed her Class Action Amended Complaint

for Civil Damages and Declaratory Relief (the “Complaint”), which is the operative complaint

in the Litigation. The Complaint asserts the same causes of action against the City and ATS, but

narrowed the claims. The Complaint also narrowed the putative class to “all who have been

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cited and paid fines to the Defendants prior to July 1, 2010 for violations of the ordinance . . ..”

(Compl. ¶ __).

Lead Plaintiff alleges in the Complaint that the Ordinance is invalid under Chapters

316 and 318 of the Florida Statutes and Article V and Article VIII, Section 2(b), of the Florida

Constitution and incorporates these allegations by reference into each Count of the Complaint.

In particular, Lead Plaintiff alleges that the Ordinance is invalid because (1) Chapters 316 and

318 of the Florida Statutes preempt all regulation and enforcement of red light violations to the

State of Florida and (2) the Ordinance violates provisions relating to the establishment of a

court system in Article V of the Florida constitution. ATS and the City filed motions to dismiss

the Complaint, and those motions are currently pending before the Court.]

Beginning in early 2011, Lead Counsel and Counsel for ATS began having discussions

about a possible settlement of the Litigation between ATS and Lead Plaintiff. On February 16

and 17, 2011, Lead Plaintiff and ATS engaged in two days of mediation before the Honorable

Herbert Stettin, a former state court judge and highly-respected mediator. Ultimately, after two

days of adversarial and arms-length negotiations, Lead Plaintiff and ATS reached an agreement-

in-principle to settle as to ATS. As part of that agreement, Lead Plaintiff also agreed to extend

the same settlement terms to the City. As a result, the City and ATS have reached an agreement-

in-principle with the Lead Plaintiff to settle the Litigation by making a total sum of $375,566.00

available for payment to Class Members with valid claims as detailed herein.

The settlement provided for in this Stipulation will finally and forever terminate the

Litigation as against all of the Settling Defendants.

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II. THE SETTLING DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY

The Settling Defendants have denied and continue to deny all charges of wrongdoing or

liability against them arising out of any of the conduct, statements, acts or omissions alleged, or

that could have been alleged, in the Litigation and believe the claims asserted against them in the

Litigation are without merit. Among other things, the Settling Defendants believe that (1) the

Ordinance is valid; (2) the statutory and constitutional provisions sued upon do not provide or

authorize a private right of action; and (3) under controlling Florida law, the Class is not entitled

to recover damages in a case like this.

Nonetheless, the Settling Defendants have concluded that further conduct of the

Litigation would be protracted and expensive and that it is desirable that the Litigation be fully

and finally settled in the manner and upon the terms and conditions set forth in this Stipulation.

They also have taken into account the uncertainty and risks inherent in any litigation, especially

in complex cases such as this Litigation and have, therefore, determined that it is desirable and

beneficial to them that the Litigation be settled in the manner and upon the terms and conditions

set forth in this Stipulation. The Settling Defendants have agreed to enter into the Settlement

solely to avoid the expense, distraction, time, and uncertainty associated with continuing the

Litigation.

The Settling Defendants have voluntarily agreed to settle the Litigation after consultation

with competent legal counsel. This Stipulation shall not be construed or deemed to be a

concession by any or all of the Settling Defendants of any fault, liability or damage to Lead

Plaintiff, the Class, or any other person or entity, or any infirmity in any defense any or all

Settling Defendants asserted or could have asserted in the Litigation.

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III. CLAIMS OF THE LEAD PLAINTIFF AND BENEFITS OF SETTLEMENT

Lead Counsel have conducted an extensive investigation relating to the claims alleged in

the Litigation and have researched the applicable law with respect to the claims against the

Settling Defendants and the Settling Defendants’ defenses to those claims. Lead Plaintiff and

Lead Counsel believe that the claims asserted in the Litigation have merit and that the evidence

developed to date supports those claims. However, Lead Plaintiff and Lead Counsel recognize

and acknowledge the expense and length of continued proceedings necessary to prosecute the

Litigation against the Settling Defendants through discovery, trial and appeals. The delay and

uncertainty associated with appeals is especially prominent in this case. Lead Plaintiff and Lead

Counsel also have taken into account the uncertain outcome and the risk of any litigation,

especially in complex actions such as this Litigation, as well as the difficulties and delays

inherent in such litigation. Lead Plaintiff and Lead Counsel believe that the settlement set forth

in the Stipulation confers substantial benefits upon the Class. Based on their evaluation, Lead

Plaintiff and Lead Counsel have determined that the settlement set forth in this Stipulation is in

the best interests of Lead Plaintiff and the Class.

Lead Plaintiff has voluntarily agreed to settle the Litigation after consultation with

competent legal counsel. This Stipulation shall not be construed or deemed to be a concession

by Lead Plaintiff of any infirmity in the claims asserted in the Litigation.

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

IT IS AGREED by and among Lead Plaintiff (for and on behalf of herself and each of the

respective Class Members) and the Settling Defendants, by and through their respective counsel

or attorneys of record, that, subject to the approval of the Court, the Litigation and the Released

Claims shall be finally and fully compromised, settled and released, and the Litigation shall be

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dismissed with prejudice, as to all Settling Defendants and the Related Parties, upon and subject

to the terms and conditions of the Stipulation, as follows.

1. Definitions

As used in this Stipulation, the following terms have the meanings specified below:

1.1 “Authorized Claimant” means any Class Member whose claim for recovery has

been allowed pursuant to the terms of this Stipulation.

1.2 “Claims Administrator” means the firm of [TO BE DETERMINED].

1.3 “Class” means all Persons who received a Notice of Violation issued by or on

behalf of the City pursuant to the Ordinance alleging a violation of the Ordinance that occurred

on or before June 30, 2010 and who paid the fee or fine imposed thereby. Excluded from the

Class are (a) the Settling Defendants and their officers, directors, elected officials, and appointed

officials and (b) any and all Persons who timely and validly request exclusion from the Class

pursuant to the terms of this Stipulation and the Notice, as that term is defined in ¶ 1.11 of this

Stipulation.

1.4 “Class Member” or “Class Members” mean any Person who falls within the

definition of the Class as set forth in ¶ 1.3 of the Stipulation.

1.5 “ATS” means American Traffic Solutions LLC, and ATS American Traffic

Solutions, Inc., American Traffic Solutions, Inc., and their respective parents, subsidiaries,

divisions, affiliates, predecessors, and successors.

1.6 “Effective Date” means the first date by which all of the events and conditions

specified in ¶ 7.1 of the Stipulation have been met and have occurred.

1.7 “Final” means when the last of the following with respect to the Judgment

approving the Stipulation, substantially in the form of Exhibit A attached hereto, shall occur: (i)

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the expiration of three (3) business days after the time to file a motion to alter or amend the

Judgment under Florida Rule of Civil Procedure 1.530(g) has passed without any such motion

having been filed; (ii) the expiration of three (3) business days after the time in which to appeal

the Judgment has passed without any appeal having been taken (which date shall be deemed to

be thirty-three (33) days following the entry of the Judgment, unless the date to take such an

appeal shall have been extended by Court order or otherwise, or unless the thirty-third (33rd) day

falls on a weekend or a Court holiday, in which case the date for purposes of this Stipulation

shall be deemed to be the next business day after such thirty-third (33rd) day); and (iii) if such

motion to alter or amend is filed or if an appeal is taken, three (3) business days after the

determination of that motion or appeal (including any petition for writ of certiorari) in such a

manner as to permit the consummation of the Settlement substantially in accordance with the

terms and conditions of this Stipulation. For purposes of this paragraph, an “appeal” shall not

include any appeal that concerns only the issues of attorneys’ fees, the class representation fee,

or the reimbursement of costs. Any proceeding or order, or any appeal or petition for a writ of

certiorari pertaining solely to the application for attorneys’ fees and costs or a class

representation fee, shall not in any way delay or preclude the Judgment from becoming Final.

1.8 “Judgment” means an order and final judgment to be entered by the Court

approving the Settlement, dismissing the Litigation with prejudice, and effectuating the releases

contained in this Stipulation in substantially the same form as the proposed Order and Final

Judgment attached to this Stipulation as Exhibit A.

1.9 “Lead Counsel” means Schuler, Halvorson & Weisser, P.A., and Burlington &

Rockenbach, P.A.

1.10 “Lead Plaintiff” means named plaintiff Moraima Ramon.

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1.11 “Notice” means the short form (“Postcard Notice”) and long form (“Long Form

Notice”) Notice of Pendency and Proposed Settlement of Class Action in substantially the same

forms attached to this Stipulation as Exhibits B and C, respectively. The Postcard Notice shall

be sent via U.S. mail to all Class Members and the Long Form Notice shall be made readily

available to Class Members by the Claims Administrator via a web site or by calling or writing

the Claims Administrator.

1.12 “Person” means an individual, corporation, partnership, limited partnership,

limited liability company, association, joint stock company, estate, legal representative, trust,

unincorporated association, government or any political subdivision or agency thereof, and any

business or legal entity, and their respective spouses, heirs, predecessors, successors,

representatives, or assignees.

1.13 “Plan of Allocation” means a plan or formula of allocation of the Settlement Fund

whereby payments from the Settlement Fund shall be made to Authorized Claimants. Under the

Plan of Allocation, an Authorized Claimant shall receive, for each notice of violation paid by

that Authorized Claimant, an award equal to the Settlement Fund net of the payments identified

in ¶¶ 5.2(a)-(c) divided by the total number of notices of violation issued pursuant to the

Ordinance and paid by the Class Members. In the event the Settlement Fund net of the payments

identified in ¶¶ 5.2(a)-(d) is insufficient to satisfy all valid and approved claims of Authorized

Claimants, the Settlement Administrator shall adjust the award for each such claim in proportion

to the funds available to pay all valid and approved claims of Authorized Claimants.

1.14 “Preliminary Approval Order” means an order, to be entered by the Court,

certifying the Class solely for purposes of the Settlement, preliminarily approving the Settlement,

directing notice to the Class, setting Lead Counsel’s fees and costs hearing, and setting a final

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hearing on settlement, in substantially the same form as the proposed order attached to this

Stipulation as Exhibit D.

1.15 “Proof of Claim” means a Proof of Claim and Release form in substantially the

same form as Exhibit E to this Stipulation.

1.16 “Related Parties” means (i) each of the Settling Defendants’ successors, assigns,

employees, officers, directors, attorneys, legal representatives, insurers, reinsurers, accountants

or auditors, banks, investment banks, underwriters, consultants, and agents, (ii) any Person or

entity which is or has been related to or affiliated with any Settling Defendant, including, but not

limited to, any direct or indirect predecessor, successor, parent, subsidiary, or sister corporation

or business organization of any Settling Defendant, and (iii) any Person or entity in which any

Settling Defendant has or had a controlling interest and the present and former parents,

subsidiaries, divisions, affiliates, predecessors, successors, employees, officers, directors,

attorneys, assigns, legal representatives, insurers, reinsurers, accountants or auditors, banks,

investment banks, underwriters, consultants, and agents of any such Person or entity.

1.17 “Released Claims” means any and all claims, rights, demands, obligations,

controversies, debts, damages, losses, actions, causes of action, and liabilities of any kind or

nature whatsoever (collectively, “Claims”) whether in law or equity, whether based on federal,

state, local, constitutional, statutory, or common law (including, but not limited to, claims

sounding in tort (including fraud or fraud in the inducement) or contract) or any other law,

whether accrued or unaccrued, fixed or contingent, or matured or unmatured, including both

known and Unknown Claims, that have been or could have been asserted by the Lead Plaintiff or

the Class Members, or any of them, or the heirs, executors, successors, or assigns of any of them,

directly, derivatively, or in any representative or other capacity, in the Litigation or any other

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forum at any point from the beginning of time to the date of this Stipulation’s execution arising

out of the allegations, transactions, facts, events, matters, occurrences, acts, representations, or

omissions involved in, set forth in, or referred to in the Complaint or that could have been

asserted in the Complaint, including, without limitation, (1) Claims alleging that the Ordinance

violates any state or federal constitutional or statutory provisions; (2) Claims alleging an

entitlement or right to the return or restitution of any sums paid or expended in connection with

an actual or alleged violation of the Ordinance; and (3) Claims challenging in any way the City’s

enforcement of actual or alleged red light infractions.

1.18 “Released Persons” means each and all of the Settling Defendants and each and

all of the Related Parties.

1.19 “Settlement” means the settlement described in this Stipulation.

1.20 “Settlement Fund” means the principal amount of $375,566.00, to be paid

pursuant to ¶ 2.1 of this Stipulation, plus all interest earned thereon.

1.21 “Settling Defendants” means the City and ATS.

1.22 “Settling Parties” means, collectively, the Lead Plaintiff, on behalf of herself and

each of the Class Members, and each of the Settling Defendants.

1.23 “Unknown Claims” means any and all Released Claims that any Plaintiff or Class

Member does not know or suspect to exist in his, her or its favor at the time of the release of the

Released Persons from the Released Claims which, if known by him, her or it, might have

affected his, her or its decisions with respect to the Settlement and release of the Released

Persons, or might have affected his, her or its decision not to object to this Settlement. With

respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the

Effective Date, Lead Plaintiff shall expressly waive, and each of the Class Members shall be

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deemed to have expressly waived, and by operation of the Judgment shall have expressly

waived, any and all provisions, rights, and benefits, conferred by any law, rules, or regulations of

any state or territory of the United States or any other country, or principle of common or civil

law, which is similar, comparable, or equivalent to Cal. Civ Code § 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Lead Plaintiff and Class Members may hereafter discover facts in addition to or different from

those which they now know or believe to be true with respect to the subject matter of the

Released Claims, but Lead Plaintiff shall expressly fully, finally and forever settle and release,

and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of

the Judgment shall have, fully, finally, and forever settled and released, any and all Released

Claims, which expressly include Unknown Claims. The Parties acknowledge, and the Class

Members shall be deemed by operation of the Judgment to have acknowledged, that the

foregoing waiver and inclusion of Unknown Claims in the definition of Released Claims was

separately bargained for and a key element of the Settlement of which this release is a part.

2. The Settlement

a. The Settlement Fund

2.1 By no later than fourteen (14) business days after both (a) the entry of the

Preliminary Approval Order by the Court and (b) the provision by Lead Counsel to the City’s

and ATS’s respective counsel of payment information, such information to include payee name,

tax identification number, mailing instructions, and wire transfer instructions, the City and ATS,

severally and not jointly, will pay the sum of $375,566.00 (the “Settlement Amount”) as follows:

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(i) $332,345.00 to be paid by the City and (ii) $43,221.00 to be paid by ATS. The City and ATS

shall pay their respective contribution to the Settlement Fund into an interest-bearing escrow

account entitled “Moraima Ramon v. City of Hallandale Beach & ATS Litigation Settlement

Fund,” which shall be held on behalf of Lead Plaintiff and the Class in a separate account at a

neutral, well-capitalized financial institution designated by the Claims Administrator with the

approval of the City and ATS (the “Escrow Account”). Neither the City nor ATS shall have any

liability or responsibility for the contribution to the Settlement Fund owed by the other. The

Settlement Amount and any interest earned thereon shall constitute the Settlement Fund.

2.2 Subject to further order and/or direction as may be made by the Court, the Claims

Administrator is authorized to execute such transactions on behalf of the Class as are consistent

with the terms of the Stipulation.

2.3 All funds held by the Claims Administrator shall be deemed and considered to be

in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such

time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the

Court.

b. Administration Expenses

2.4 Settling Defendants shall pay the actual and reasonable costs of class notice and

the administration of the Settlement (the “Notice and Administration Amount”) as they come

due. The City shall pay 88% of all such expenses, and ATS shall pay 12% of all such expenses.

c. Taxes

2.5 All Taxes (including any estimated Taxes, interest or penalties) arising with

respect to the income earned by the Settlement Fund, including any Taxes or tax detriments that

may be imposed upon Settling Defendants or their Related Parties with respect to any income

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earned by the Settlement Fund for any period during which the Settlement Fund does not qualify

as a “qualified settlement fund” for federal or state income tax purposes (“Taxes”), shall be the

responsibility of and borne by the Settlement Fund, and not the Settling Defendants or their

Related Parties.

2.6 In no event shall Settling Defendants or their Related Parties have any

responsibility of any kind for or liability of any kind with respect to Taxes or Tax Expenses. The

Lead Plaintiff and Class shall indemnify and hold each of the Settling Defendants and their

Related Parties harmless for Taxes and Tax Expenses (including, without limitation, Taxes

payable by reason of any such indemnification).

d. Termination of Settlement

2.7 In the event that the Stipulation is not approved, or is terminated, cancelled, or

fails to become effective for any reason, the Settlement Fund (including accrued interest) shall be

refunded to the City and ATS in proportion to the amount paid by each pursuant to ¶ 2.1 hereof

to counsel for City (with respect to amounts paid by City pursuant to ¶ 2.1 hereof) and to counsel

for ATS (with respect to the amount paid by ATS pursuant to ¶ 2.1 hereof).

2.8 Notwithstanding any other provision in the Stipulation, the City or ATS, at their

sole discretion, may elect to terminate the Stipulation if 35% or more of the Class Members

request to be excluded (i.e., opt out) of the Settlement pursuant to ¶ 5.4. To terminate the

Stipulation under this provision, the City or ATS must provide notice of the termination in

writing to Lead Counsel within ten (10) business days of the Claims Administrator notifying the

City and ATS that 35% of the Class Members have requested to be excluded from the

Settlement.

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3. Preliminary Approval Order, Hearing on Lead Counsel’s Fees and Costs, and Settlement Hearing

3.1 As soon as practicable after execution of the Stipulation, Lead Plaintiff shall

submit the Stipulation together with its exhibits to the Court and shall apply for entry of the

Preliminary Approval Order, requesting, among other things, (a) the preliminary approval of the

Settlement set forth in the Stipulation, (b) certification of the Class solely for purposes of this

Settlement, (c) and approval for mailing the Postcard Notice. The Postcard Notice shall refer to

the general terms of the Settlement set forth in the Stipulation and the date of the Settlement

Hearing, and direct the Class Members to a web site, toll free phone number, and address for

purposes of obtaining a copy of the Long Form Notice and other information.

3.2 Lead Counsel shall request that after notice is given to the Class, the Court (a)

hold a hearing on Lead Counsel’s Fee and Costs Application, (b) hold a final hearing (the

“Settlement Hearing”), (c) finally approve the Settlement of the Litigation as set forth herein, and

(d) direct the clerk to enter Final Judgment. At the Settlement Hearing, Lead Counsel also will

request that the Court approve the proposed Plan of Allocation and the Fees and Costs

Application.

4. Releases and Covenant Not to Sue

4.1 The obligations incurred pursuant to this Stipulation shall be a full and final

disposition of the Litigation and any and all Released Claims against any and all Released

Persons.

4.2 Upon the entry of the Judgment, the Litigation and all of its claims and causes of

action shall be dismissed with prejudice on the merits.

4.3 Upon the Effective Date, Lead Plaintiff and the Class Members shall be deemed

to have, and by operation of the Judgment shall have, fully, finally, and forever released,

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relinquished, and discharged any and all Released Claims against any and all of the Released

Persons. Lead Plaintiff and the Class Members shall forever be enjoined from prosecuting any

and all Released Claims against any and all of the Released Persons. The foregoing releases and

injunctions against suit shall apply fully to Lead Plaintiff and all Class Members, regardless of

whether the Lead Plaintiff or Class Member submits a Proof of Claim. Without limiting in any

way the foregoing, delivery of a Proof of Claim executed by a Class Member shall constitute a

release by such person of any and all Released Claims against any and all of the Released

Persons.

4.4 Upon the Effective Date, each of the Settling Defendants, on behalf of themselves

and their respective successors and assigns, shall be deemed to have, and by operation of the

Judgment shall have, fully, finally, and forever released, relinquished, and discharged the Lead

Plaintiff, each and all of the Class Members, Lead Counsel, counsel for Settling Defendants, and

each other from all claims arising out of, relating to, or in connection with the institution,

prosecution, defense, assertion, settlement or resolution of the Litigation or the Released Claims;

provided, however, that ATS shall not be deemed to have released any claims that it may have

against the City for the payment of services fees for services provided by ATS to the City.

5. Administration and Calculation of Claims, Final Awards and Supervision and Distribution of Settlement Fund

5.1 Under the supervision of Lead Counsel, acting on behalf of the Class, and subject

to such supervision and direction of the Court as may be necessary or as circumstances may

require, the Claims Administrator shall administer and calculate the claims submitted by Class

Members and shall oversee the distribution of the Settlement Fund.

5.2 The Settlement Fund shall be applied as follows:

(a) to pay the Taxes and Tax Expenses described in ¶ 2.5 hereof, if any;

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(b) to pay Lead Counsel’s attorneys’ fees and costs (the “Fee and Costs

Award”);

(c) to pay the Lead Plaintiff a class representation fee for the Lead Plaintiff’s

individual time, effort, and risk incurred in litigating this matter (the “Class Representation

Award”);

(d) to pay claims to Authorized Claimants as allowed by the Stipulation and

the Plan of Allocation; and

(e) to refund the balance of the Settlement Fund remaining after the payment

of the items described in ¶¶ (a), (b), (c) and (d) (the “Net Settlement Fund”) to the City and ATS

in proportion to the amount paid by each pursuant to ¶ 2.1 hereof to counsel for City (with

respect to amounts paid by City pursuant to ¶ 2.1 hereof) and to counsel for ATS (with respect to

the amount paid by ATS pursuant to ¶ 2.1 hereof).

5.3 Upon the Effective Date and thereafter, and in accordance with the terms of the

Stipulation and the Plan of Allocation, the Claims Administrator may pay claims to Authorized

Claimants, subject to and in accordance with the terms of this Section 5.

5.4 Any person falling within the definition of the Class may be excluded from the

Class by submitting to the Claims Administrator a request for exclusion (“Request for

Exclusion”), which complies with the requirements as referenced in the Preliminary Approval

Order and is timely postmarked pursuant to the terms as referenced in the Preliminary Approval

Order. All persons who submit valid and timely Requests for Exclusion shall have no rights

under the Stipulation, shall not receive payment from the Settlement Fund, and shall not be

bound by the Stipulation or the Judgment. However, a Class Member may submit a written

revocation of a Request for Exclusion up to and until the date for submitting a Proof of Claim as

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referenced in the Preliminary Approval Order and receive a payment pursuant to this Stipulation

provided that the Class Member also submits a valid Proof of Claim as set forth in ¶ 5.5 below.

A Class Member who submits a timely and valid revocation of a Request for Exclusion, but who

fails to submit a timely and valid Proof of Claim, shall nonetheless be bound by the terms of this

Stipulation and the Judgment.

5.5 Within ninety (90) days after such time as set by the Court to mail notice to the

Class, each Person claiming to be an Authorized Claimant shall be required to submit to the

Claims Administrator a completed Proof of Claim, substantially in the form of Exhibit E

attached hereto, signed under penalty of perjury and supported by such documents, if necessary,

as are specified in the Proof of Claim and as are reasonably available to the Authorized

Claimant.

5.6 Except as otherwise ordered by the Court, all Class Members who fail to timely

submit a Proof of Claim within such period, or such other period as may be ordered by the Court,

or otherwise allowed, shall be forever barred from receiving any payments pursuant to the

Stipulation and the settlement set forth herein, but will in all other respects be subject to and

bound by the provisions of the Stipulation, the releases contained herein, and the Judgment.

5.7 Payments made from the Settlement Fund shall be made to the Authorized

Claimants substantially in accordance with the Plan of Allocation described in ¶ 1.13 and in the

Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund

after three (3) months from the date of completion of payments from the Settlement Fund to

Authorized Claimants, the Claims Administrator shall return the remaining balance of the Net

Settlement Fund to the City and ATS in proportion to the amount paid by each pursuant to ¶ 2.1

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hereof to counsel for City (with respect to amounts paid by City pursuant to ¶ 2.1 hereof) and to

counsel for ATS (with respect to the amount paid by ATS pursuant to ¶ 2.1 hereof).

5.8 No Person shall have any claim against Lead Plaintiff, Lead Counsel, the Settling

Defendants, Counsel for the Settling Defendants, the Claims Administrator or other entity

designated by Lead Counsel based on distributions made substantially in accordance with the

Stipulation and the Settlement contained herein or further order(s) of the Court.

5.9 The Settling Defendants and their Related Parties shall have no responsibility for,

interest in, or liability whatsoever with respect to the distribution of the Settlement Fund, the

determination, administration, or calculation of claims, the payment or withholding of Taxes or

Tax Expenses, or any losses incurred in connection therewith.

6. Lead Counsel’s Attorneys’ Fees and Reimbursement of Costs

6.1 Lead Counsel may submit an application or applications (the “Fee and Cost

Application”) for distributions to them from the Settlement Fund for: (a) an award of reasonable

attorneys’ fees not to exceed 30% of the Settlement Fund; and (b) payment of costs incurred in

connection with prosecuting the Litigation, not to exceed $[TO BE DETERMINED].

6.2 Lead Plaintiff may submit an application or applications (the “Class

Representation Application”) for a distribution from the Settlement Funds in an amount not to

exceed $500.00 to compensate Lead Plaintiff for her individual time, effort, and risk incurred in

litigating this matter.

6.3 Notwithstanding the existence of any timely-filed objections, or potential appeal

therefrom, or collateral attack on the Settlement or any part thereof, the awards provided for in

¶¶ 6.1 and 6.2, as awarded by the Court, shall be paid to Lead Counsel and Lead Plaintiff

exclusively from the Settlement Fund immediately after (i) the Court enters the Judgment (as

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defined in ¶ 1.8) or an Alternative Judgment (as defined in ¶ 7.1(e)) and (ii) the Court executes

an order making such awards. Lead Counsel shall allocate the attorneys’ fees between them in a

manner which they in good faith believe reflects the contributions of each to the prosecution and

settlement of the Litigation. In the event that the Effective Date does not occur, or the Judgment,

Alternative Judgment, or the order making the Fee and Costs Award is reversed or modified, or

the Stipulation is canceled or terminated for any other reason, and in the event that the Fee and

Costs Award has been paid to any extent, then Lead Counsel shall within five (5) business days

from receiving notice from Settling Defendants’ counsel or from a court of appropriate

jurisdiction, refund to the Settlement Fund the fees and costs previously paid to them from the

Settlement Fund. Each of Lead Counsel shall be jointly and severally liable for the refund of the

total amount of the fees and costs paid. Each such Lead Counsel’s law firms (including each of

the respective firm’s individual partners and shareholders), as a condition of receiving such fees

and costs, agrees that the law firm and its partners and/or shareholders are subject to the

jurisdiction of this Court for the purpose of enforcing the provisions of this paragraph.

6.4 The procedure for and the allowance or disallowance in any respect by the Court

of any applications for Lead Counsel’s attorneys’ fees and costs or an award to Lead Plaintiff are

not part of the Settlement set forth in the Stipulation, and are to be considered by the Court

separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the

settlement set forth in the Stipulation, and any order or proceeding relating to the Fee and Costs

Application or the Class Representation Application, or any appeal from any order relating

thereto or reversal or modification thereof, shall not operate to terminate or cancel the

Stipulation, or affect or delay the finality of the Judgment approving the Stipulation and the

settlement of the Litigation set forth therein.

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6.5 Settling Defendants and their Related Parties shall have no responsibility for or

liability with respect to any payment of attorneys’ fees and costs to Lead Counsel or award to

Lead Plaintiff over and above payment from the Settlement Fund.

6.6 Settling Defendants and their Related Parties shall have no responsibility for or

liability with respect to the allocation among Lead Counsel, and/or any other Person who may

assert some claim thereto, of any Fee and Costs Award that the Court may make in the

Litigation, and Settling Defendants and their respective Related Parties take no position with

respect to such matters.

7. Conditions of Settlement, Effect of Disapproval, Cancellation or Termination

7.1 The Effective Date of the Stipulation shall be conditioned on the occurrence of all

of the following events:

(a) the contribution to the Settlement Fund by the City and ATS as required

by ¶ 2.1 hereof;

(b) the entry of the Preliminary Approval Order, as required by ¶ 3.1 hereof,

by the Court;

(c) the approval of the Settlement by the Court, following notice to the Class

and a hearing, as provided in Rule 1.220 of the Florida Rules of Civil Procedure, and the entry of

the Judgment, as defined in ¶ 1.8; and

(d) the Judgment having become Final, as defined in ¶ 1.7 hereof, or, in the

event that the Court enters a judgment in a form other than that provided above (the “Alternative

Judgment”) and which has the consent of the Settling Parties, such Alternative Judgment having

become Final.

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7.2 If some or all of the conditions specified in ¶ 7.1 hereof are not met, or in the

event that this Stipulation is not approved by the Court, or the Settlement set forth in this

Stipulation is terminated or fails to become effective in accord with its terms, then this

Stipulation shall be canceled and terminated subject to ¶ 7.4 hereof unless Lead Counsel and

counsel for Settling Defendants mutually agree in writing to proceed with the Stipulation. None

of the Settling Parties, or any of them, shall have any obligation whatsoever to proceed under any

terms other than those provided for and agreed upon herein. If any Settling Party commits a

material breach of the terms of this Stipulation, any other party, provided that it is in substantial

compliance with the terms of this Stipulation, may, at its option, seek to have the Court enforce

the terms of the Stipulation or terminate the Stipulation on notice to all of the Settling Parties.

7.3 Unless otherwise ordered by the Court, in the event the Stipulation shall

terminate, or be canceled, or shall not become effective for any reason, within five (5) business

days after written notification of such event is sent by counsel for Settling Defendants or Lead

Counsel to the Claims Administrator, the Settlement Fund (including accrued interest), shall be

refunded by the Claims Administrator to the City and ATS in proportion to the amount paid by

each pursuant to ¶ 2.1 hereof to Counsel for the City (with respect to amounts paid by the City

pursuant to ¶ 2.1 hereof) and counsel for ATS (with respect to the amount paid by ATS pursuant

to ¶ 2.1 hereof).

7.4 In the event that the Stipulation is not approved by the Court or the settlement set

forth in the Stipulation is terminated or fails to become effective in accordance with its terms, the

Settling Parties shall be restored to their respective positions in the Litigation as of the date of

this Stipulation. In such event, the terms and provisions of the Stipulation, with the exception of

¶¶ 2.5, 2.6, 2.7, 6.3, 6.6, 7.2-7.4, and 8 hereof, shall have no further force and effect with respect

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to the Settling Parties and shall not be used in the Litigation or in any other proceeding for any

purpose, and any judgment or order entered by the Court in accordance with the terms of the

Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or

reversal on appeal of any order of the Court concerning the amount of any attorneys’ fees and

costs awarded by the Court to Lead Counsel shall constitute grounds for cancellation or

termination of the Stipulation.

8. No Admission of Wrongdoing

8.1 This Stipulation, whether or not consummated, any act performed or document

executed pursuant to or in furtherance of this Stipulation or the Settlement, and any negotiations,

discussions or proceedings in connection with this Stipulation or the Settlement:

(a) shall not be offered or received against any Settling Defendant or their

Related Parties as evidence of or construed as or deemed to be evidence of any presumption,

concession, or admission by any Settling Defendant or its Related Parties of the truth of any fact

alleged by the Lead Plaintiff or the validity of any claim asserted in the Litigation or any other

litigation, or any Released Claims, or the deficiency of any defense that has been or could have

been asserted in the Litigation or in any other litigation, or of any liability, negligence, fault, or

wrongdoing of the Settling Defendants and their Related Parties;

(b) shall not be offered or received against the Lead Plaintiff or any Class

Member as evidence of any infirmity in the claims of the Lead Plaintiff and the Class;

(c) shall not be offered or received against any Settling Defendant as evidence

or construed or deemed to be evidence of a presumption, concession, or admission of any

liability, negligence, fault or wrongdoing, or in any way referred to for any other reason as

against any of the parties to this Stipulation, in any civil, criminal or administrative action or

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proceeding, other than such proceedings as may be necessary to effectuate the provisions of this

Stipulation; provided, however, that if this Stipulation is approved by the Court, Settling

Defendants and their Related Parties may refer to it to effectuate the dismissals, releases, and

liability protections granted them hereunder;

(d) shall not be offered, received, or construed against any Settling Defendant

or its Related Parties as evidence or construed or deemed to be evidence against Settling

Defendants, Lead Plaintiff or the Class as an admission or concession that the consideration to be

given hereunder represents the amount which could be or would have been recovered after trial;

and

(e) shall not be offered, construed, or received in evidence as an admission,

concession, or presumption against any Settling Defendant or its Related Parties that class

certification would be proper for any purpose other than this Settlement.

9. Miscellaneous Provisions

9.1 The Settling Parties (a) acknowledge that it is their intent to consummate this

agreement; and (b) agree, subject to their fiduciary and other legal obligations, to cooperate to

the extent reasonably necessary to effectuate and implement all terms and conditions of the

Stipulation and to exercise their reasonable best efforts to accomplish the foregoing terms and

conditions of the Stipulation. Lead Counsel and Settling Defendants’ Counsel agree to cooperate

with one another in seeking Court approval of the Stipulation, the Preliminary Approval Order,

and the Settlement, and to promptly agree upon and execute all other such documentation as may

be required to obtain final approval of the Settlement.

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9.2 This Stipulation and the exhibits attached hereto constitute the entire agreement

between the Settling Parties as to the subject matter hereof and supersede any prior or

contemporaneous written or oral agreements or understandings between the Settling Parties.

9.3 No modification or amendment of this Stipulation shall be valid unless made in

writing and signed by or on behalf of each party hereto. No representations, warranties or

inducements have been made to any party concerning the Stipulation and its exhibits other than

the representations, warranties and covenants contained and memorialized in such documents.

Except as otherwise provided for herein, each party shall bear his, her or its own costs.

9.4 The Settlement compromises claims that are contested and shall not be deemed an

admission by any Settling Party as to the merits of any claim or defense. The Judgment will

contain a statement that during the course of the Litigation, the Settling Parties and their

respective counsel at all times complied with the requirements of Florida law. The Settling

Parties agree that the amount paid to the Settlement Fund and the other terms of the settlement

were negotiated in good faith by the Settling Parties and reflect a settlement that was reached

voluntarily after consultation with competent legal counsel. The Settling Parties reserve their

right to rebut, in a manner that such party determines to be appropriate, any contention made in

any public forum that the Litigation was brought or defended in bad faith or without a reasonable

basis.

9.5 Settling Defendants and/or their Related Parties may file the Stipulation and/or

the Judgment in any forum as may be necessary to establish principles of res judicata, collateral

estoppel, release, accord and satisfaction, good faith settlement, judgment bar or reduction, bar

order, or any other theory preclusion, release, discharge, or claims bar. Settling Defendants

and/or their Related Parties may also file the Stipulation and/or the Judgment in any forum as

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may be necessary to establish that the Stipulation and/or the Settlement do not operate to admit,

concede, or establish any allegation made in the Litigation or any liability, wrongdoing, or fault

by any Settling Defendant and/or Released Party.

9.6 All agreements made and orders entered during the course of the Litigation

relating to the confidentiality of information shall survive this Stipulation.

9.7 All of the exhibits to the Stipulation are material and integral parts hereof and are

fully incorporated herein by this reference.

9.8 The Stipulation may be amended or modified only by a written instrument signed

by or on behalf of all Settling Parties or their respective successors-in-interest.

9.9 Lead Counsel, on behalf of the Class, are expressly authorized by the Lead

Plaintiff to take all appropriate action required or permitted to be taken by the Class pursuant to

the Stipulation to effectuate its terms and also are expressly authorized to enter into any

modifications or amendments to the Stipulation on behalf of the Class which they deem

appropriate.

9.10 Each counsel or other Person executing the Stipulation or any of its exhibits on

behalf of any party hereto hereby warrants that such Person has the full authority to do so.

9.11 The Stipulation may be executed in one or more counterparts. All executed

counterparts and each of them shall be deemed to be one and the same instrument. A signature

transmitted by facsimile or in a .pdf file shall be deemed to have the same effect as an original

signature.

9.12 The Stipulation shall be binding upon, and inure to the benefit of, the successors

and assigns of the parties hereto.

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9.13 The Court shall retain jurisdiction with respect to implementation and

enforcement of the terms of the Stipulation, and all parties hereto submit to the jurisdiction of the

Court for purposes of implementing and enforcing the settlement embodied in the Stipulation.

9.14 The waiver by one party of any breach of this Stipulation by any other party shall

not be deemed a waiver by any other party or a waiver of any other prior or subsequent breach of

this Stipulation.

9.15 The Stipulation and the exhibits hereto shall be considered to have been

negotiated, executed and delivered, and to be wholly performed, in the State of Florida, and the

rights and obligations of the parties to the Stipulation shall be construed and enforced in

accordance with, and governed by, the internal, substantive laws of the State of Florida without

giving effect to that state’s choice-of-law principles.

IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed,

by their duly authorized attorneys, as of ___________, 2011.

SCHULER, HALVORSON & WEISS SEROTA HELFMAN PASTORIZA, WEISSER, P.A. COLE & BONISKE, PL

_________________________________JASON D. WEISSERFlorida Bar No. 101435DAVID KERNERFlorida Bar No. 0843881615 Forum Place, Suite 4-DBarristers BuildingWest Palm Beach, FL 33401Telephone (561) 689-8180

Co-Counsel for Lead Plaintiff and the Class

_________________________________MICHAEL S. POPOKFlorida Bar No. 44131SAMUEL I. ZESKINDFlorida Bar No. 0430332525 Ponce de Leon Blvd.Suite 700Coral Gables, FL 33134Telephone (305) 854-0800

Counsel for the City of Hallandale Beach

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BURLINGTON & ROCKENBACH, P.A.

___________________________________BARD D. ROCKENBACHFlorida Bar No. 771783ANDREW A. HARRISFlorida Bar No. 010061444 W. Railroad Ave., Ste. 430West Palm Beach, FL 33409(561) 721-0400 - Phone(561) 721-0465 - Fax

Co-Counsel for Lead Plaintiff and the Class

CARLTON FIELDS, P.A.

________________________________SAMUEL J. SALARIO, JR.Florida Bar No. 083460AMANDA ARNOLD SANSONEFlorida Bar No. 587311RYAN W. WIERENGAFlorida Bar No. 0855794221 W. Boy Scout BoulevardTampa, FL 33607Tel. 813-223-7000

Counsel for Defendants American Traffic Solutions, LLC, and ATS American Traffic Solutions, Inc.

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