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HomeMy WebLinkAboutReso 154-17 Traffic Signal Data Access Ageement with Traffic Technology Services, Inc RESOLUTION NO. 154 - 17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A TRAFFIC SIGNAL DATA ACCESS AGREEMENT WITH TRAFFIC TECHNOLOGY SERVICES, INC. WHEREAS, City of Dublin (CITY) collects real-time traffic signal data; and WHEREAS, Traffic Technology Services, Inc. (TTS) is in the business of developing technologies, strategies, and systems for use in maximizing the efficiency of transportation end users and thus the overall capacity of existing transportation networks; and WHEREAS, TTS has a significant business interest to access real time traffic signal data as the input into its proprietary and patented processes; and WHEREAS, CITY real time traffic signal data may be made available to TTS at no cost to Agency; and WHEREAS, CITY real-time signal data are not confidential, nor identify any transportation end user specifically in any manner; and WHEREAS, CITY likes to pursue real-time signal data sharing with TTS to potentially improve traffic safety along CITY streets; and WHEREAS, TTS desires permission to obtain access to the real-time traffic signal data for use in conjunction with its business; and WHEREAS, CITY desires to use real-time data analysis tools installed by TTS to improve traffic operations; and WHEREAS, TTS agrees to provide related inventories and related geographic information systems (GIS), signal performance metrics, and other formatted data products to CITY in exchange for access to these real-time traffic signal data. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby authorizes the City Manager to execute the Traffic Signal Data Access Agreement attached hereto as Exhibit A. PASSED, APPROVED AND ADOPTED this 19th day of December, 2017, by the following vote: AYES: Councilmembers Biddle, Goel, Gupta and Hernandez NOES: ABSENT: Mayor Haubert ABSTAIN: Reso No. 154-17, Adopted 12/19/2017, Item No. 4.2 Page 1 of 2 Mayor Pro Tempore ATTEST: Cltzt.e(19'. 7'4 City Clerk Reso No. 154-17, Adopted 12/19/2017, Item No. 4.2 Page 2 of 2 ew Traffic Signal Data Access Agreement This is an agreement between the City of Dublin("Agency")and Traffic Technology Services,inc.("TTS").. Both the Agency and US are each sometimes referred in the agreement as"Party"and both the Agency and US are sometimes referred in this Agreement together as"Parties". Whereas,US is in the business of developing technologies,strategies, and systems for use in maximizing the efficiency of transportation end users and thus the overall capacity of existing transportation networks; Whereas,Agency collects Real Time Traffic Signal Data and other related;data (Agency Data); Whereas,US has a significant business interest to access Real Time Traffic Signal Data as the input into its proprietary and patented processes; Whereas,.Agency Data may be made available to US at no cost to Agency; Whereas,Agency Data are not confidential,nor identify any transportation end user specifically in any manner;;. Whereas,US desires permission to obtain access to the Real Time Traffic Signal Data for.use in conjunction with its business; Whereas,US agrees to provide related inventories and related geographic information systems (GIS),signal performance metrics,and other formatted data products to Agency in exchange for access to these Real Time Traffic Signal.Data; Whereas,.the Agency agrees to provide TTS with Real Time Traffic Signal Data to US subject to the terms and conditions in this Agreement;. Now therefore,TTS and the Agency agree as follows: Section 1. Definitions "Agency Data" means collectively,Real Time Traffic Signal Data,Traffic Signal Timing Plan,and any other data provided to TTS by Agency under this Agreement. "Real Time Traffic Signal Data" means signal status and states,demand status and states,and other information available from the traffic signal:controller or Agency's central signal system or Agency's Advanced Traffic Management System(ATMS). "Traffic Signal Timing Data"means signal timing plans,as-built intersection design,traffic signal plans,signal control plans,or other documents that identify the time-of-day plans. Section 2. Authorized Representatives Obaid Khan is designated by Agency as an authorized representative(Agency Agent). Authorization for 1 15 Access to Agency 1 i affic Signal Data .1 [ Page The Chief Executive Officer, Chief Marketing Officer,or Director of Government Accounts are. designated by ITS as authorized representatives(TTS Agent). Section 3. Purpose and Scope TTS desires access to the Real Time Traffic Signal Data,to include signal status and states,demand status and states,and other information available from traffic signal controller or ATMS. In addition,: ITS desires access to time of day signal timing parameters. TTS will use these data in patented, proprietary processes to produce data products for use by TTS customers and other interested third parties. The intended use of the data is for connected vehicle applications to improve the vehicle performance or efficiency,improve ride comfort for driver or operator and passengers, provide information to the driver or operator,monitor driving behaviors,or apply to,automated features. TTS shall limit its customers'applications of the data and derived product for applications that do not violate local,state,or federal laws,or uses that will not be used in a manner to encourage undesirable driver behavior for the Agency.. TTS will provide the server,operating system software,and any licensing to Agency on which the connected vehicle application is installed..Agency will have the right to access and use the software installed by TTS at Agency for its own applications and use.Agency,however,will not allow access to Agency Data by use of TTS installed software by any other vendor for commercial use,without the prior consent of TTS. Notwithstanding the foregoing,Agency retains the right to allow a commercial vendor to access Agency Data by use of an agreement similar to this one. This authorization agreement shall not be interpreted to provide TTS with exclusive access to Agency Data.TTS acknowledges that Agency makes no warranty or representation as to the quality,accuracy or timeliness of the data or that TTS will have continuous'and unimpaired access to Agency Data. All Agency Data is provided as is,with all faults and without warranty of any kind,either expressed or implied, including, but not limited to, the implied warranties of merchantability,non-infringement and fitness for a particular purpose. TTS shall not use Agency's name or Agency's seal for any marketing or promotional purpose other than in describing the location covered by its data products. TTS shall not market or promote its data products as being sponsored,endorsed or funded in any manner by the Agency but may include attribution to the Agency as the source of the Agency Data," Agency reserves the right to discontinue the data stream upon seventy-two(72) hours'advance notice to.ITS of its intent to do so. The data products are not permitted for traffic law enforcement. Section 4. Access of Traffic Signal Timing Data Agency hereby grants TTS access to Traffic Signal Timing Data. TTS will work with Agency Agent to obtain data in the most efficient and non-intrusive manner from Agency,which may include access to Agency central system or ATMS, TTS will format the data using its API which resides on the Agency's ATMS and transmit the data to the TTS cloud server through a dedicated datalink. TTS will be provided with access to this Traffic.Signal Timing Data at no cost, except iTS will be responsible for any costs associated with making the data available. Author imtion for"I"I S Access to Agency Traffic Signal Data 7.( P a i e ifok Section 5. Access of Real Time Traffic Signal Data Agency hereby grants TTS non-exclusive,non-transferable, non-sublicensable, limited,and royalty free access to obtain and utilize its Real.Time Traffic Signal Data during the term of this Agreement. TTS will format the data using its API which resides on the Agency's ATMS and transmit the data to. the TTS cloud server through a dedicated datalink. US will be provided with access to.this Real Time Signal Data at no cost,except TTS will be responsible for any costs associated with making the data available. TrS will format the data using its API which resides on the Agency's ATMS and transmit the data to the ITS cloud server through a dedicated datalink. ITS.will be responsible for all vendor costs associated with Agency's ATMS vendor making system modifications to make the Real Time Signal Data available. TTS shall have the right to use the data as described in Section 3 in furtherance of its business purposes,subject to the terms of this Agreement. Agency reserves'the right to make available the same data for other parties that request access to Agency Data. Section 6. Ownership of and Rights to Data The Agency retains all rights to the raw data,or Real Time Traffic Signal Data,being provided to TTS. TTS:shall'own all rights to any formatted,predictive,or derivative data generated from the raw data but shall provide attribution to the Agency as appropriate. Agency.Data will be temporarily stored on TTS-owned,equipment at a physically-secure commercial third-party hosting facility within the continental United States. Section 7. Reporting TTS shall provide Agency with periodic reports of signal performance metrics,at least quarterly,as data become available. Section 8. Indemnification US will indemnify,defend,save,and hold harmless the Agency and its elected officials,employees, and agents from all claims,including but not limited to claims that arise from or relate to 0)a breach of TTS'representations and warranties,(ii)any personal injury,death:or property damage caused by any alleged act,omission,error,fault,mistake or negligence of TTS,its employees,agents,or representatives in connection with or incident to US'performance under or related to this Agreement,and(iii)the infringement of any patent,copyright,trademark, trade secret or other proprietary right of any third party by TTS'use of the Agency Data provided under this Agreement. Section 9. Representations and Warranties Agency makes no warranties concerning the quality or accuracy of the data provided under this Agreement. Agency does not warrant it will be able to continuously provide the data without interruption and expressly reserves the right to discontinue the data stream at any time. Notwithstanding anything to the contrary herein,Agency reserves the right to immediately discontinue the Agency Data stream without notice and at Agency discretion upon evidence of tampering or other unauthorized interference with the Agency Data. Except as expressly provided for herein,Agency makes no other representations or warranties. Section 10. Limitation of Liability Nothing in this Agreement excludes or limits either Party's liability for:(a)fraud or fraudulent misrepresentation; (b)breach of confidentiality; (c)indemnification obligations under Section 8(u)or Authorization for US Access io A Oncy I t.afiic Signal'Data a � W. f ' .1r4 Section 80i}above; (d)claims for personal injury, including death,or damage to real property or tangible personal property arising from the negligence, reckless conduct or intentional acts of a Party, its officers,employees or agents;or(e)matters that cannot be excluded or limited under applicable law. Section 11. Term Unless terminated earlier in accordance with Section 12,this Agreement will begin on the latest date of the authorized agent signature(the"Effective Date")and continue for one (1)year(the "Initial Term").This Agreement will automatically renew on the anniversary of the Effective Date for successive one(1)year periods unless either party provides written notice of non-renewal at least thirty(30)days before the end of the then-current term (collectively,"Renewal Terms"). The "Term"will consist of the Initial Term and all.Renewal Terms, if any. Section 12. Termination In addition to the Agency's right to discontinue the data stream upon seventy-two(72)hour's advance notice as set forth in Section 3,each Party shall have the right to terminate this Agreement by providing thirty(30)days'written notice to the other Party,unless identified otherwise in this. Agreement. Section 13. Data Destruction Upon-termination or expiration of this Agreement,ITS shall destroy all raw data in whatever form or medium,including all copies thereof. TTS shall destroy the data no later than thirty(30).days following termination or expiration of this.Agreement and shall provide written certification to Agency of such.destruction. Section 14. Notices Absent notice to the contrary in writing,all communications to ITS shall be sent to: Traffic Technology Services, Inc. Attn:Contracts&Agreements 17933 NW Evergreen Pkwy,Suite 240 Beaverton,OR 97006 or email: suppliers@traffictechserivces.com Absent notice to the contrary in writing,all communications to the Agency shall be sent to: City of Dublin Public Works Attn:Obaid Khan,Transportation and Operations Manager 100 Civic Plaza, Dublin,CA 94568. or at any other address as any Party may,from time to time,designate by notice given in compliance with this Section. Authorization for l rS Access to Agency Traffic Signal Data 174. 11 114:1 Section 15. Assignment Neither Party shall assign,transfer,subcontract,or delegate all or any part of this Agreement,or any interest therein, without the other Party's prior written consent,which shall not be unreasonably withheld. Section 16. Agreement Binding This Agreement shall be binding upon the successors of Agency Agent,-ITS Agent;TTS,or Agency and assigns of the Parties hereto. Section 17. Personal Liability Nothing in this Agreement may be construed to create any personal liability on the part of any officer or agent of either Party to this.Agreement. Section 18. Choice of Law This Agreement shall be governed in all respects by and construed under the laws of the State in which Agency resides as such laws are applied to agreements between residents of that State entered into and to be performed entirely within that,State. Section 19. Choice of Forum The Parties agree to institute any litigation concerning the enforcement or interpretation of the Agreement in the courts of jurisdiction for the Agency, unless the claim must be brought in a federal forum,in which case it must be brought and adjudicated exclusively within the United States District Court for the District of California. 'TTS hereby consents to the personal jurisdiction of these courts, waives any objection to venue in these courts,and waives any claim that either of these courts is an inconvenient forum. In no way may this section or any other term of this Agreement be construed as a waiver by the Agency of any form of defense or immunity,whether it is sovereign immunity, governmental immunity,immunity based on the Eleventh Amendment to the Constitution of the United States,or otherwise,from any Claim or from the jurisdiction of any court. Section 20. Waiver Any waiver of any breach of any condition or covenant herein contained to be kept and performed by either Party shall not be deemed or considered as a continuing waiver,and shall not operate to bar or prevent the non-breaching Party from declaring a default for any succeeding breach,either of the same condition or covenant or otherwise. Section 21. Severability If any term(or part of a term)of this Agreement is invalid,illegal,or unenforceable,the rest of the Agreement will remain in effect. Section 22. Interpretation of the Agreement The Parties acknowledge that each of the Parties have participated in the drafting of this Agreement. No Party shall be considered to be the drafter of this Agreement for the purposes of interpretation. Authorization fort IS Access to Agency r raff c Signal Data 5 1 P a g e 6 .K0.1.%45 Section 23. Parties in Interest Nothing herein shall be construed to be to the benefit of any third party,nor is it intended that any provision shall be for the benefit of any third party. Section 24. Force Majeure Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond reasonable control. Section 25. Entire Agreement This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes all proposals and oral and written agreements between the Parties on this subject. No modifications,alterations,changes,or waiver to this Agreement or any of Its terms shall be valid or binding unless accomplished by a written amendment signed by both Parties. IN WITNESS OF THIS,the Parties hereby execute this Agreement through their authorized representatives. AGENCY City of Dublin US - \ /0/S7 26/ Authorized Signature Date Authorized rture Date Christopher L.Foss Steve Mager Printed Name Printed Name City Manager Director of Government Accounts Title Title Reviewed By: City Attoiney Date: City Clerk Date