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HomeMy WebLinkAboutContract 43582 (2)CITY SECRETARY cotmAcT Contract No: 02-2TMF6005 STATE OF TEXAS § COUNTY OF TRAVIS § AGREEMENT for SHARING INTELLIGENT TRANSPORTATION SYSTEMS (ITS) DATA CONTRACTING PARTIES: Texas Department of Transportation Fort Worth District TxDOT City of Fort Worth Grantee TxDOT is the owner of Intelligent Transportation Systems (ITS) infrastructure that consists of: ® an ITS Field Network (including but not limited to sensors, cameras, signs, and communications links constructed along segments of the State highway system); and ® an ITS Business Network that has produced and produces transportation -related information that is used for the purpose of traffic management in which the State owns certain rights, title, and interests related thereto, including copyrights. The Grantee desires TxDOT to grant rights to receive and use TxDOT transportation -related information ("Traffic Data"). TxDOT is agreeable to grant rights provided the Grantee agrees to the terms and conditions established in this agreement. This contract incorporates the provisions of Attachment A, Descriptions and Specifications of Rights Granted in Article 2; Attachment B, Guidelines for Use of State Equipment and Infrastructure, and Attachment C, Connectivity Diagram. BACKGROUND TxDOT, in accordance with Texas Transportation Code, §201.205, may: 1. Apply for, register, secure, hold and protect its intellectual property, patents, copyrights, trademarks, or other evidence of protection of exclusivity; and Enter into non-exclusive license agreements with any third party for the receipt of fees, royalties, or other things of monetary and non -monetary value; and 3. Waive or reduce the amount of fees if it determines that such waiver will further the goal and missions of TxDOT and result in a net benefit to TxDOT; and Texas Transportation Code, §202 052 authorizes TxDOT to lease highway assets if the area to be leased is not needed for highway purposes during the term of the lease and TxDOT charges fair market value for the leased asset, and authorizes TxDOT to waive such fees for social, economic, and environmental mitigation purposes. TxDOT — alone or as a stakeholder in TransVISION, the regional traffic management center (TMC) — has trademark registrations on marks in accordance with the requirements of Title 15 U.S.C. Section 1051 et seq., as amended: ® Registration Number(s) hereinafter identified as 1802491, the TxDOT Logo; and 2549559, the TransVISION trademark. AGREEMENT In consideration of the mutual promises contained in this agreement, TxDOT and the Grantee now agree as follows: ARTICLE 1. CONTRACT PERIOD This agreement becomes effective when signed and dated by the last party whose signing makes the agreement fully executed. This agreement shall terminate five (5) years from that date, or when otherwise modified or terminated, as hereinafter provided. ARTICLE 2. RIGHTS GRANTED TxDOT hereby grants the Grantee a non-exclusive right, license, and privilege worldwide to use all or portions of Traffic Data from TxDOT's ITS Field Network and ITS Business Network. The Grantee agrees that this agreement does not transfer or convey any ownership or any rights other than those rights expressly granted by the agreement. OFF C 1L RECORD g1`rif SECRETARY Ci y of FiikkIat& n7-20-1 2 PO4:42 IN . a s_ ��, Page 1of4 0�—�S-IL HI i •�� 1 i.1 1 CSS rev 12/22/10 Contract No: 02-2TMF6005 TxDOT further agrees to provide connectivity to Grantee to access TxDOT Traffic Data as described in Attachment A to this agreement, which is attached hereto and incorporated herein for all purposes. ARTICLE 3. PROVISION OF INFRASTRUCTURE The Grantee is responsible for providing and maintaining any hardware, software, and additional ITS infrastructure that is necessary to obtain the Traffic Data. TxDOT may provide unused ITS infrastructure and TxDOT facilities to support the additional infrastructure when possible, and when deemed to be in the best interest of TxDOT. Grantee agrees that TxDOT does not guarantee the availability of the Traffic Data or a minimum response time to reestablish the availability of the Traffic Data due to maintenance or network or system failures. A more detailed description of ITS infrastructure to be provided by each party is shown in Attachment A. The Grantee shall not place any objects or equipment in the State Right -of -Way or on any other TxDOT property without advanced written permission from the District Engineer or designee. ARTICLE 4. FEE As the use of the Traffic Data will result in social, economic, and environmental mitigation, by increasing mobility and reducing congestion on public highways, TxDOT agrees to waive any monetary fee associated with the use of the Traffic Data. After the initial year, TxDOT reserves the right to charge a fee for the use of the Traffic Data by providing not less than thirty (30) days written notice to the Grantee defining the terms of the fee. ARTICLE 5. COPYRIGHT INFRINGEMENT The Grantee shall notify TxDOT of any infringement or potential infringement by a third party, of which it becomes aware, of the copyright or any other rights owned by TxDOT relating to the use of the Traffic Data. The Grantee shall provide TxDOT, if feasible, any information or other assistance requested by TxDOT to assist in TxDOT's prosecution of any breaches or infringements. ARTICLE 6. TAXES AND FEES — Not Applicable Grantee agrees to report to the appropriate taxation authority and pay all federal, state, and local taxes or fees that may be imposed by any governmental entity for the use of the Traffic Data. ARTICLE 7. ASSIGNMENT PROHIBITION The Grantee is prohibited from assigning any of the rights conferred by this agreement, to any third party. Notwithstanding the foregoing, the Grantee may assign the rights of this agreement of the Traffic Data to an affiliated corporate entity or to a purchaser of substantially all its assets without TxDOT's consent provided that TxDOT's rights under this agreement remain unaffected. Any assignments shall be subject to the terms and conditions of this agreement. ARTICLE 8. TERMINATION a) Including the provisions established herein, this agreement may be terminated by any of the following conditions i) Mutual agreement and consent of the parties hereto. ii) By TxDOT for reason of its own and not subject to the approval of the Grantee upon not less than thirty (30) days written notice to the Grantee. iii) By the Grantee for reason of its own and not subject to the approval of TxDOT upon not less than thirty (30) days written notice to TxDOT. iv) Immediately for breach of this agreement as determined by TxDOT. b) Termination of the agreement shall extinguish all rights, duties, obligations and liabilities of TxDOT and Grantee of this agreement. All rights granted to the Grantee shall revert to TxDOT as owner of the Traffic Data. Upon termination of this agreement, the Grantee will immediately cease transmitting, using, distributing and/or modifying the electronic signals of the Traffic Data. c) Termination or expiration of this agreement shall not extinguish any of the Grantee's or TxDOT's obligation under this agreement which by their terms continue after the date of termination or expiration. ARTICLE 9. HOLD HARMLESS To the extent not prohibited by law the Grantee shall indemnify and save harmless TxDOT and its officers and employees from all claims and liability due to its materials or activities of itself, its agents, or employees, performed under this agreement and that are caused by or result from error, omission or negligent act of the Grantee or of any person employed by the Grantee. To the extent not prohibited by law the Grantee shall also indemnify and save harmless TxDOT from any and all expense, including but not limited to attorney fees that may be incurred by TxDOT in litigation or otherwise resisting the claim or liabilities that may be imposed on TxDOT as a result of such activities by the Grantee, its agents, or employees. To the extent not prohibited by law, the Grantee agrees to indemnify and save City of Ft. Worth Sharing ITS Data Page 2 of 4 CSS rev 12/22/10 Contract No: 02-2TMF6005 harmless TxDOT and its officers, agents, and employees from any and all claims, damages, and attorneys' fees arising from the use of outdated Traffic Data or other information. The Grantee's indemnification of TxDOT shall extend for a period of three (3) years beyond the date of termination of this agreement. ARTICLE 10. RELATIONSHIP BETWEEN THE PARTIES Each party acknowledges that it is not an agent, servant, or employee of the other party. Each party is responsible for its own acts and deeds and for those of its agents, servants, or employees ARTICLE 11. REMEDIES Violation or breach of contract by the Grantee shall be grounds for termination of the agreement. Subject to applicable law any increased costs arising from the Grantee's default, breach of contract or violation of contract terms shall be paid by the Grantee. ARTICLE 12. AMENDMENTS Any changes in the contract period character, or agreement terms shall be enacted by a written amendment executed by both parties. Amendments must be executed during the contract period established in Article I. ARTICLE 13. VENUE This agreement is governed by the laws of the State of Texas. ARTICLE 14. NOTICES All notices to either party by the other party required under this agreement shall be delivered personally or sent by certified or U.S. Mail, postage prepaid, addressed to such party at the following respective physical addresses: STATE: Texas Department of Transportation ATTN: Director of Transportation Operations 2501 SW Loop 820 Fort Worth, TX 76133 GRANTEE: City of Fort Worth ATTN: Director of Transportation & Public Works 1000 Throckmorton Fort Worth, TX 76102 and shall be deemed to be received by the addressee on the date so delivered or so deposited in the mail, unless otherwise provided within Either party hereto may change the above address by sending written notice of such change to the other. ARTICLE 15. CONFIDENTIALITY The Grantee shall not disclose information obtained from TxDOT under this agreement without the express written consent of TxDOT. ARTICLE 16. COMPLIANCE WITH LAWS The Grantee shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules and regulations, and with the orders and decrees of any court or administrative bodies or tribunals in any manner affecting the performance of this agreement. When requested, the Grantee shall furnish TxDOT with satisfactory proof of this compliance. The Grantee shall provide or obtain all applicable permits plans, or other documentation required by a federal or state entity. ARTICLE 17. PROHIBITION AGAINST VIDEOTAPING OF TxDOT VIDEO FEED Grantee further agrees that it shall not copy nor duplicate or allow to be copied, any of the video feeds that are provided by TxDOT in connection with this agreement, but Grantee shall, if it is a media outlet, have permission to maintain recorded footage from the provided video feeds that became part of its regular programming. ARTICLE 18. STATE AUDITOR'S PROVISION The State Auditor may conduct an audit or investigation of any entity receiving funds from TxDOT directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly under the contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the State Auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the State Auditor with access to any information the City of Ft. Worth Sharing ITS Data Page 3 of 4 CSS rev 12/22/10 Contract No: 02-2TMF6005 State Auditor considers relevant to the investigation or audit. ARTICLF 19. SIGNATORY WARRANTY The signatories to this agreement warrant that each has the authority to enter into this agreement on behalf of the party they represent. ate riti'vr-3,7'4. Cad ° ° °0 , ` IN TESTIMONY IMONY WHEREOF, TxDOT and the Grantee have executed duplicate counterparts of this ent. °� p p tr. � `Do ®raw;‘04 OM 4t4 U = ©Lit isi ATTEST. U 0 CITY OF FORT WORTH: ©q kr �' COCO )- cy ] " V By tfrattisNe- ACCEPTED: isissafta Fernando Costa Assistant City Manager Date v/'a/'z By Mary J. Kayse City Secretary APPROVED AS TO FORM AND LEGALITY: CONTRACT AUTHORIZATION: By Maleshia i3. Farmer Assistant City Attorney THE STATE OF TEXAS M&C Date Approved dloar eauntYl. Executed for the Executive Director and approve for the Texas Transportation Commission for the purpose and effect of activatin a d/or carrying out the order ,established policies or work programs heretofore approved and authorized by the�Transportation Commission. Marfb�el Ch��/ez, ., F't. Worth rristict Engineer By Date /�tSIZo/ OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Ft. Worth Sharing ITS Data Page 4 of 4 CSS rev 12/22/10 Contract No: 02-2TMF6005 ATTACHMENT A DESCRIPTIONS and SPECIFICATIONS of RIGHTS GRANTED RIGHTS GRANTED By TxDOT 1. Provide TxDOT Traffic Data, including traffic camera full - motion images to Grantee or Grantee s agent (while performing work for grantee). 2. Provide use of TxDOT software as a user client(s), or provide equivalent functional access via a center to center (C2C) connection with the local agency, at a secure level to be determined by TxDOT. 3. Provide configuration of a client workstation on the TxDOT District CCTV control software with privilege, for camera selection and access by request to pan tilt, and zoom (PTZ) at a secure level to be determined by TxDOT. Guidelines for use of PTZ are listed in Attachment B. By Local Government 1. Provide Local Government Traffic Data to TxDOT, including traffic camera full -motion images. 2. Provide configuration of a client workstation on the Local Government CCTV control software with privilege for camera selection and access to pan, tilt, and zoom or provide these capabilities via a C2C connection, at a secure level to be determined by the Local Government. PROVISION OF INFRASTRUCTURE By TxDOT 1. Provide connection to TxDOT District Advanced Traffic 1. Management System (ATMS) local area network as a client(s) at a secure level to be determined by TxDOT 2. Provide space for equipment required to complete the data and video connection within reason. 3. Provide encoder and decoder. 4. The Local Government will use two (2) COFW owned single -mode fiber optic strands to tie in at Satellite # 4 as shown on the attached connectivity diagram. 5. The Local Government may use (2) COFW single -mode fiber optic strands to tie in at Satellite #1 as a secondary connection. 6. Provide software to allow the Local Government access to systems and data. 7. Retain ownership of TMC hardware, software and communications provided by TxDOT. By Local Government Provide access ports on Local Government's equipment at it's TMC for TxDOT to receive Local Government s Traffic Data 2. Provide space for all equipment required to complete the video connection. 3. Provide fiber patch panel, Ethernet switches, encoders and decoders as noted on the attached connectivity diagram. 4. As described in Article 3 Provision of Infrastructure, the Local Government is responsible for providing and maintaining any hardware, software, and additional ITS infrastructure that is necessary to obtain the video connection. 5. Local Government shall retain ownership of and maintain all hardware, software and communications provided by the Local Government. NON -MONETARY COMPENSATION By TxDOT 1. Waive any monetary fee associated with the use of the 1. TransVISION ITS video and data. 2. The Local Government may transmit municipal TMC ITS video information to TxDOT with an imbedded Local Government Logo. TxDOT shall not block, modify, or remove the Local Government Logo. By Local Government Waive any monetary fee associated with the use of the Local Government's ITS video and data. 2. The Local Government agrees to give TxDOT voice and/or visual credit (TxDOT Logo) for sharing the information. TxDOT may transmit District TMC ITS video information to the Local Government with an imbedded TxDOT Logo. The Local Government shall not block, modify, or remove the TxDOT Logo. City of Ft. Worth Sharing ITS Data Page 1 of 1 Attachment A 12/22/10 Contract No: 02-2TMF6005 ATTACHMENT B Guidelines for Use of State Equipment and Infrastructure (Applicable to Rights Granted in Attachment A) ITS FIELD EQUIPMENT: Closed Circuit Television (CCTV) Cameras. 1. During periods of peak traffic flow, access shall normally be limited to TxDOT. Peak traffic flow is normally considered to exist regularly during two periods of the day Monday through Friday. In general, one period of peak traffic flow exists in the early morning and the other period of peak traffic flow exists in the late afternoon. Additional periods of peak traffic flow may exist at other times during the weekday and weekend due to special events and public gatherings Precise times of regular and additional anticipated peak periods of traffic flow shall be the sole determination of TxDOT and may change from time to time. 2. During an incident, access shall normally be limited to TxDOT and local emergency service agencies. An incident is defined as any condition in which traffic flow is not normal. As an example, abnormal traffic flow could be caused by debris in the road such as a mattress or board, or could be caused by non recurring congestion such as on -lookers to an automobile accident, public gathering, construction, or roadway maintenance. The duration of the incident shall be considered complete once any TxDOT and/or emergency service personnel and vehicles have departed from the incident scene and traffic flow has returned to normal. 3. During periods described above in which TxDOT normal daily operations have ceased or local emergency service agencies do not operate, access to TxDOT equipment shall be limited to the following: • CCTV — pan, tilt, and zoom controls shall be limited to obtaining broad general traffic information. Panning, tilting, or zooming to obtain visual detailed information of an incident scene or traffic flow is limited to TxDOT and emergency service agencies at all times. 4. During all other periods, not described above, access shall be limited to obtaining and providing transportation - related information only. • CCTV pan, tilt, and zoom for enforcement and any non -transportation related information purpose is forbidden at any time. A single breach of any of the above guidelines shall be grounds to immediately withdraw the privilege of pan, tilt, and zoom. 5. Access to ITS field equipment may be withdrawn at anytime By TxDOT without notice if access is determined to not be in the best interest of TxDOT. City of Ft. Worth Sharing ITS Data Attachment B Page 1 of 1 12/22/10 Contract No: 02-2TMF6005 TransV I S I ON IH2O © McCar: FTW-I—S-F,•ewall FTW-ITS.-APP9 a000 tu,co 46a +s'oa�' S ❑o FTW-ITS-APP 12 ... ;,:vmmnd Rican*, - 1 v iarahy LR_' ...1.5 xX:•1':...t -"3-Partners-SW" FTW SAT#1 I135W II-120 ATTACHMENT C Connectivity Diagram FTW SAT#4 IH30 © IH35 To FTW-ITS-PartnersSW2 located in FTW SAT#2 FTW ITS Connectivity Layout City of Fort Worth Connection 2/16/2012 V1.0.0 No IP Addresses MEM Ledera Ethernet over CatS cable Keyboard. Video. rang NTSC Video over coax Fiber Tt Prmpdetary Cabs Cov Equipment 7 City of Fort Worth Ttu1C Emergency Operations Center City of Fort Worth. App Server nettrufli. Prose. To CF.ti, network City of Ft. Worth Sharing ITS Data Attachment C Page 1 of 1 12/22/10