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HomeMy WebLinkAboutContract 43582 SEA EPT 44; 1 T Q%0 C,, Contract No. 02-2T'MF'6005 NO STATE OF TEXAS § COUNTY OF TRAVIS § AGREEMENT for SHARING INTELLIGENT TRANSPORTATION SYSTEMS ITS DATA CONTRACTING PARTIES' Texas Department of Transportation TxDOT Fort Worth District 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 prodluced 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; Attaichment, B, Guidelines for Use of State Equipment and Infrastructure, and Aftachment C, Connectivity Diiagra,m. B AC K G R 0 U ND 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 ,2. 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 Trans'VISION, the regional traffic management center (-i-mc), ­ has trademark reg�istra,tioins,on marks in accordance with the r,equirements,of Title 1'5 U.S.O. Section 1051 et seq., as amended: ■ Registration Number(,$) 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.. OFFICIAL RECORD CITY SECRETARY L)7-20-12 P(­ '1 : _ _70 --1 7 1 1 C i,y of I"Wt at Page 1 of 4 CSS rev 12/22/10 Contract No.- 02-2 TI' F6005 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 plossible, and when deemed to,be in the best interest of'T'xD,O,T. Grantee ag�reles that T'XDO,T does not gula,ra,nite!e 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 mobillity 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, TxD0Treserves 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. -rhe 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 FEE'S—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 I s consent,, provided that TxDOT"s rights under this agreement, remain unaffected. Any assignmients, 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 tote approval of the Grantee upon not less than thirty (30) days written notice to the Grantee,. iii) IBy the Grantee, for reason of its own and not subject to the approval of TxDOT upon not less than thirty, (3,0)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 Grant,e!e's, or TxD0T$s obligation under this agreement which by their te!rrns,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 prohiblit,e:d 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: 02-2TMF'6005 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, 1;111., 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 1. ARTICLE 13. VENUE This agreement is governed by the laws of the State of Texas. ARTICLE 1 . 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,: pity of Fort Worth, A * Director of Transportation & Public Works 1000 T'hrockmorton 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 I I provided, by TxDOT in connection with this, agrelement, but Grantee shall), if it is, a media outlet, have peirrnisision to maintain recorded footage from the provided video feeds,that became,part of its regular programming. ARTICLE 18. STATE AUDITORYS 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. ARTICLE 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, F94 IN TESTIM W OT NY HEREOF, TxD and the Grantee have executed duplicate counterparts of this ent, 10 0, 0 0 0 0 CITY OF 0 FORT WORTH: 0 ACCEPTED: ATTEST": 00 000 * 000 XY AZ>1 S By By C4 Fernando Costa Mary J, Ka City Secr e Assistant City Manager eta Date APPROVED AS TO FORM AND LEGALITY: CONTRACT AUTHORIZATION: By MC a aleshia Farmer leshia 1tv 0 Date Assistant ity Attorney Approved THE STATE OF TEXAS Executed for the Executive Director and apiprov for the Texas Transportation Commission for the purpose and effect of activatin d/or carrying out the order stablished policies or work programs heretofore approved and authorized b th Te "ran port 'on omm. sion. )p r 0 m pro rdev r sign.f ns 0 t r By Date (5 1 1- MaiVel C:Wvvez-, OeL,- Worth Icnis 4ictEngian�leer F OFFICIAL RECORD, CITY SECRETARY i FTa WO T X City of Ft.Worth Sharing ITS Data Page 4 of 4 CSS rev 12/22/1101 Contract No 02-2TMF6005 ATTACHMENT A DESCRIPTIONS and SPECIFICATIONS of RIGHTS GRANTED RIGHTS GRANTED By TxDOT By Local Government 1. Provide TxDOT Traffic Data, including traffic camera full- 1. Provide Local Government Traffic Data to TxDOT motion images to Grantee or Grantee's agent(while including traffic camera full-motion images. performing work for grantee). Z Provide,configuration of a,client workstation on the 2. Provide use of TxDOT'software as a user client(s), or Local Government CCTV control software with provide equivalent functional access via a center-to-center privilege for camera selection and access to pan, tilt, (C2C) connection with the local agency, at a secure level to and zoom or provide these capabilities via a C2C be determined by Tx,DOT,. connection, at a secure, level to be determined by the 3� Provide configuration of'a client workstation on the TxDOT Local overnment. 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 dietermined by TxDOT., Guidelines for use of PT Z are listed in Attachment B. PROVISION OF INFRASTRUCTURE By TxDOT By Local Government 1. Provide connection to TxDOT District Advanced Traffic 1 Provide access ports on Local Government's 1. Management System (ATM S) local: area network as,a equipment,at it's TMC for TxDOT to receive Local client(s)at a secure, level to be determined by TxDOT Government's Traffic Data. 2. Provide space for equipment required to complete the data 2. Provide space for all equipment required to and video connection within reason. complete the video connection, 31. Provide encoder,and decoder. 31. Provide fiber patch panel, Ethernet switches, 4. The Local Government will use two (2) COFW owned encoders and decoders as noted on the attached single-mode fiber optic strands to tie in at Satellite#4 as connectivity diagram. shown on the attached connectivity diagram. 4. As described in Article 3-Provision, of Infrastructure, 5. The Local Government may use(2) COF'W providing the Local Government is responsible for prov ding fiber optic strands to tie in at Satellite#1 as a secondary and maintaining any hardware, software, and connection. additional ITS infrastructure that is necessary to obtain the video connection. 6. Provide software to allow the Local Government access,to 5 Local Government shall retain ownership of and systems and data. . maintain all hardware software and 7. Retain ownership of TIVIC hardware, software and communications provided by the Local communications provided by TxDOT. Government, NON-MONETARY COMPENSATION S UDOT By Local Government 1. Waive any monetary fee associated with the use of the 1. Waive any monetary fee associated with the use of the TransVISION ITS video and data. Local Government's ITS video and data. 2. The Local Government may transmit municipal TIVIC ITS 2. The Local Government agrees,to give,TxDOT voli�ce, video information to TOOT with an imbedded Local and/'or visual credit (TxDOT Logo) for sharing the Government Logo. TOOT shall not block, modify, or information. TOOT may transmit District TIVIC ITS remove the Local Government Logo. 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 12122110 Attachment A Contract No: 02-2TMF6005 ATTACHIVIENT13 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 tol'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 TOOT 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 equ�ipimeint 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 tol'TxD,OT and ernergency 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. 10 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 TOOT without notice if access is determined to not be in the best interest of TxDOT. City of Ft.Worth Sharing ITS Data Page 1 of 1 12/22/10 Attachment B N > " a� w NN� Pi u I goo i c I r J ww „ wrMa III,' t I 4 I � will r u joil " r-Nub o w �* .L J i Sri V� owr mw N) i � o Uu�rA� m � � von I i➢�o' t�vmi I , Vy' I(� ill l N If Y F o k I' �r i s� �o o� N r I liYWry � M i