HomeMy WebLinkAboutContract 27055 Ref#:FTW-Video-City-FTW
STATE OF TEXAS
* CITY SECRETARY
CONTRACT NO. , 0
COUNTY OF TRAVIS
5f
COPYRIGHT LICENSE AGREEMENT FOR USE OF
TEXAS DEPARTMENT OF TRANSPORTATION'S
INTELLIGENT TRANSPORTATION SYSTEM
AND
INTELLIGENT TRANSPORTATION INFRASTRUCTURE
THIS AGREEMENT is made by and between the State of Texas, acting by and through the Texas
Department of Transportation, hereinafter called the "State,"and City of Fort Worth, located in Fort
Worth,Texas,hereinafter called the"Licensee."
WITNESSETH
WHEREAS,the State, in accordance with Transportation Code, §201.205,may:
1. Apply for, register, secure, hold, and protect patents, copyrights, trademarks, or other
evidence of protection or exclusivity;
2. Enter into nonexclusive license agreements with any third party for the receipt of fees,
royalties, or other thing of monetary or nonmonetary value;
3. Waive or reduce the amount of fees if it determines that such waiver will further the goals
and missions of the department and result in a net benefit to the State; and
WHEREAS, Transportation Code, §202.052 authorizes the State to lease highway assets if the area
to be leased is not needed for highway purposes during the term of the lease and the State charges
fair market value for the leased asset, and authorizes the State to waive such fees in leases for
social, economic, and environmental mitigation purposes; and
WHEREAS, the State is the owner of an Intelligent Transportation (IT) Infrastructure constructed
along segments of the state highway system in Tarrant County, Texas, and has authored, produced,
or participated in and produces transportation related information which is used for the purpose of
Intelligent Transportation System(ITS)management, generally known as"TransVISION ITS," and
in which the State owns certain rights,title and interests related thereto, including copyright; and
WHEREAS, the Licensee desires to obtain a non-exclusive license from the State to receive and
use Fort Worth District TransVISION ITS transportation related information and Fort Worth
District IT Infrastructure; and
WHEREAS, the State is agreeable to provide a non-exclusive, non-transferable license to the
Licensee to use the TransVISION ITS and Fort Worth District IT Infrastructure; and
G �GG°?D
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NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
of the parties hereto, to be by them respectively kept and performed as hereinafter set forth, it is
agreed as follows:
AGREEMENT
ARTICLE 1. CONTRACT PERIOD. This agreement becomes effective upon the date of final
execution by the State and shall be automatically renewed annually, unless terminated or modified
as hereinafter provided.
ARTICLE 11. RIGHTS GRANTED. The State hereby grants to the Licensee a non-exclusive right,
license, and privilege worldwide to use TransVISION ITS and Fort Worth District IT Infrastructure
for the purpose of obtaining and sharing transportation related information. The Licensee agrees to
give the State voice or visual credit (TxDOT logo, as an example) for sharing the information. The
Licensee agrees that this License does not transfer or convey any ownership or any other rights
other than those rights expressly granted by this agreement. A more detailed description of rights
granted shall be provided in Exhibit A, incorporated herein in full verbatim, which is attached
hereto and incorporated herein for all purposes.
ARTICLE III. PROVISION OF INFRASTRUCTURE. The Licensee is responsible for providing
and maintaining any hardware, software, and additional infrastructure that are necessary for the
Licensee to obtain TransVISION ITS transportation related information. The State may provide
unused IT Infrastructure and facilities to support the additional infrastructure when possible and
deemed in the mutual best interest of the State and the Licensee. A more detailed description of
infrastructure provided by each party is shown in Exhibit A.
ARTICLE IV. LICENSE FEE. As the use of the transportation related information would result in
social, economic, and environmental mitigation by increasing mobility and reducing congestion on
public highways, the State agrees to waive any fees associated with the use of State property. The
State shall be provided the non-monetary compensation described in Exhibit A.
ARTICLE V. COPYRIGHT INFRINGEMENT. The Licensee shall notify the State of any
infringement or potential infringement by a third party of the copyright or any other rights owned
by the State relating to the TransVISION ITS or Fort Worth District IT Infrastructure, or of any
breach of this agreement by any third party. Each party shall assist and cooperate in resolving any
and all breaches or infringements.
ARTICLE VI. ASSIGNMENT PROHIBITION. The Licensee is prohibited from assigning the
licensed rights to the TransVISION ITS or Fort Worth District IT Infrastructure, or licensing any of
the rights conferred by this agreement,to any third party.
ARTICLE VII. TERMINATION. Including the provisions established herein, this agreement may
be terminated by mutual agreement and upon not less than thirty (30) days written notice to the
Licensee. Termination of the agreement shall extinguish all rights, duties, obligations and liabilities
of the State and the Licensee under this agreement. All rights granted to the Licensee shall revert to
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the State as owner of the information. Upon termination of this agreement, the Licensee will
immediately cease obtaining and sharing the information. Termination or expiration of this
agreement shall not extinguish any of the Licensee's or the State's obligations under this agreement
which by their terms continue after the date of termination or expiration.
ARTICLE VIII. INDEMNIFICATION. The Licensee shall indemnify and hold harmless the State
from any and all claims, damages, and attorneys' fees arising out of or in any way connected with
any claim that the TransVISION ITS information infringes any intellectual property rights or other
rights of any third party, except to the extent such claim arises out of an act of the State or its
officers and employees, and shall indemnify and hold harmless the State from any and all losses,
liabilities, damages, claims, demands, costs,expenses, or other liabilities arising out of or connected
with the Licensee's possession or use of the information during the term of this agreement
including, but not limited to, any illegal or improper use of the information or any violation of right
to privacy. The Licensee's indemnification of the State shall extend for a period of three (3) years
beyond the date of termination of this agreement.
ARTICLE IX. REMEDIES. Violation or breach of contract by the Licensee shall be grounds for
termination of the agreement and any increased costs arising from the Licensee's default, breach of
contract or violation of contract terms shall be paid by the Licensee.
ARTICLE X. 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 XI. AREA OF RESPONSIBILITIES. The parties agree that no party is an agent,
servant, or employee of any other party and agree that each party is responsible for any liability for
its individual acts and deeds as well as the acts and deeds of its contractors, employees,
representatives, and agents.
ARTICLE XII. NOTICES. All notices to either party by the other party required under this
agreement shall be delivered personally or sent by certified mail return receipt requested addressed
to such party at the following respective physical address:
State: Texas Department of Transportation
Fort Worth District Transportation Operations
ATTN: Director of Transportation Operations
P.O. Box 6868
Fort Worth, Tx. 76115-0868
Licensee: City of Fort Worth
Attn: Director of Transportation/Public Works Dept.
1000 Throckmorton
Fort Worth, Tx. 76102
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and shall be deemed to be received by the addressee on the date so delivered, unless otherwise
provided herein. Either party hereto may change the above address by sending written notice of
such change to the other.
IN TESTIMONY WHEREOF, the State and the Licensee have executed duplicate counterparts of
this agreement.
Lice n e(City of Fort
tWorth)
By:
`) Mike Groo r, istant City Manager
Attest:
� 1
City Secretary
Date:
Contract Authorization
Date:
Approved as to Form and Legality:
Gary Steinberger,Assistant City Attorney
THE STATE OF TEXAS
Executed for the Executive Director and approved for the Texas Transportation Commission for the
purpose and effect of activating and/or carrying out the orders, established policies or work
programs heretofore approved and authorized by the Texas Transportation Commission.
By. c � a
Steve Simmons
Fort Worth District Engineer
Date:
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EXHIBIT `A'
Rights Granted
By State: By Licensee:
1. Right to connect to Fort Worth District IT 1. Right to connect to licensee local area
Infrastructure and TransVISION ITS local network and use licensee QuicNet Traffic
area network as a client(s) at a security signal system software as a client at a
level to be determined by TxDOT. security level to be determined by the City.
2. Right to access TransVISION ITS software 2. Right to be configured as a client
as a client(s) at a security level to be workstation on the City of Fort Worth
determined by TxDOT. CCTV control software with privilege for
3. Right to be configured as a client camera and tour selection at a security level
workstation on the TxDOT TransVISION to be determined by the City of Fort Worth.
CCTV control software with privilege for
camera and tour selection access at a
security level to be determined by TxDOT
to obtain transportation related information
in accordance with the guidelines
established below, incorporated herein in
full verbatim. At any time deemed
necessary, TxDOT may inform the
Licensee and/or suspend access to video
source until further notice if investigation
determines that access is not in compliance
with the established guidelines.
4. The above rights are granted to City of Fort
Worth Transportation/Public Works
Department, Emergency Operations Center,
City of Fort Worth 911 Operations Center,
and Municipal Access Channel.
Provision of Infrastructure
By State: By Licensee:
Facilities and cable necessary to integrate and Facilities and cable necessary to integrate and
house infrastructure support equipment for the house infrastructure support equipment for the
sharing of traffic information: Video sharing of traffic information: Video,
communications and related software. communications and related software.
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Guidelines
By State: By Licensee:
Access to pan, tilt, zoom shall be by voice
request to TxDOT Operations personnel.
Request will be honored according to the
guidelines described below:
1) During an incident, or during periods when
the TxDOT cameras are being used to
support Traffic Engineering studies or
Traffic Engineering analysis, access to the
cameras in use shall be limited to TxDOT.
Request for cameras, other than the ones
committed to the incident or studies, shall
be honored subject to operator's
availability.
2) During all other times access shall be
limited to obtaining transportation related
information. Panning, tilting and zooming
for enforcement and any non-transportation
related information purpose is forbidden at
any time.
Breach of the guidelines will be grounds for
termination of access to TxDOT video sources.
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