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HomeMy WebLinkAboutResolution 2019-18 Traffic Technology Services Agreement RESOLUTION NO. 2019-18 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA; APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH TRAFFIC TECHNOLOGY SERVICES, INC. FOR ACCESS TO TRAFFIC SIGNAL DATA; PROVIDING FOR CONFLICTS, SEVERABILITY, AND EFFECTIVE DATE. WHEREAS, the City of Winter Springs ("City") is committed to improving the mobility and safety of its residents and visitors; 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, the City, in cooperation with Seminole County, collects real time traffic signal data and other related data; 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 desires to gain access to the City's traffic signal data; and WHEREAS, these City's traffic signal data may be made available to TTS at minimal or no cost to the City; and WHEREAS, these City's traffic signal data are not confidential, nor identify any transportation end user specifically in any manner; and WHEREAS, TTS has requested to enter into an Agreement with the City to allow access to traffic signal data; and WHEREAS, TTS agrees to provide related inventories, signal performance metrics, and other formatted data products to the City in exchange for access to these real time traffic signal data; and WHEREAS, the City agrees to provide TTS with real time traffic signal data; and WHEREAS, City staff has reviewed the Agreement with TTS and finds it favorable to meet the needs of the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, SEMINOLE COUNTY, FLORIDA, AS FOLLOWS: ,Secflon 1. The City Commission of the City of Winter Springs hereby approves the Agreement with Traffic Technology Services, Inc. Attached hereto and authorizes the Mayor to City of Winter Springs Resolution 2019-18 Page 1 of 2 execute said document on behalf of the City. Section 2. Repeal of Prior Inconsistent Resolutions. All prior resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of the conflict. Section 3. Sever ability. If any section, subsection, sentence, clause,phrase, word, or portion of this Resolution is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portion hereto. Section 4. Effective Date. This Resolution shall become effective immediately upon adoption by the City Commission of the City of Winter Springs, Florida. RESOLVED by the City Commission of the City of Winter Springs, Florida, in a regular meeting assembled on the 8th day of July, 2019. 77, 6.Wi liacey, A'Alylor ATTEST: Andrea Lorenzo-Luaces,City Clerk Approved wi.tp legal form and sufficiency for the City prings only: Anthony A. Garganese,City Attorney City of Winter Springs Resolution 2019-18 Page 2 of 2 THIS DISCLOSURE AGREEMENT ("Agreement") is an agreement between the Cit of Winter S rings FL ("Agency") and Traffic Technology Services, Inc. ("TTS"). Both the Agency and TTS are sometimes referred in this Agreement together as "Parties". WHEREAS, TTS has requested Agency provide traffic signal data ("Signal Data")to include signal status and states, demand status and states, and other information such as traffic signal timing parameters and plan information available from traffic signal controllers or an Advanced Traffic Management System ("ATMS"), and; WHEREAS, Agency has ownership or right-of-way of the infrastructure where TTS requests Signal Data, and; WHEREAS, TTS has executed an agreement with the maintaining agency, Seminole Coun FL, ("Maintainer'')for the Agency, and; WHEREAS, TTS has a business partnership with the ATMS vendor who requires this agreement to perform services for Agency ATMS on behalf of TTS, and; WHEREAS, Agency has agreed to share the Signal Data with TTS upon certain terms and conditions, and; WHEREAS, TTS has agreed to share data with Agency from customer applications. Now therefore, in consideration of the recitals,Agency and TTS agree as follows: 1. Agency will provide TTS with Signal Data.TTS will work with Maintainer to obtain Signal Data in the most efficient and non-intrusive manner from Maintainer,which may include access to Agency's systems. 2. Agency provides no warranties express or implied, concerning the accuracy, correctness, completeness, or permanence of the Signal Data and further expresses no warranty regarding uninterrupted transmission of the Signal Data. TTS agrees to independently verify the accuracy, correctness, or completeness of the Signal Data. The Agency reserves the right to immediately discontinue the Agency's Signal Data stream without notice and at the Agency's discretion upon evidence of tampering or other unauthorized interference with the Agency's data or facilities. 3. Signal Data remain the property of Agency and it shall not be copied, reproduced, or transferred (directly or indirectly)without the express written permission of Agency. 4. TTS will be responsible for any and all costs associated with making the Signal Data available, including any system modifications or vendor costs associated with Agency's ATMS vendor. 5. TTS accepts full responsibility for all work related thereto and agrees to indemnify, defend and hold harmless Agency and its elected officials, employees, agents and attorneys from any liability, cost or expense whatsoever arising from or related to the use of or reliance upon Signal Data including, but not limited to, any breach of TTS' representations and warranties; 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 TTS' performance under or related to this Agreement, regardless of any concurrent negligence of Agency; or the infringement of any patent, copyright,trademark,trade secret or other proprietary right of any third party by TTS' use of the Signal Data provided under this Agreement. TTS specifically assumes potential liability for actions brought by TTS' own employees against the Agency and, solely for the purpose of this indemnification and defense,TTS specifically waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes, or its applicable worker's compensation statute. This waiver has been specifically and mutually negotiated by the parties. The Agency assumes no responsibility for any equipment or property placed in the Agency's signal system and/or ATMS system facility and TTS hereby expressly relieves and discharges the Agency from any and all liability for any loss, injury, or damage to persons and property that may be sustained by reason of the use or occupancy of the Agency facility. TTS agrees to approval by the Agency prior to placement of any equipment or property placed in the Agency's signal system and/or ATMS system facility. TTS agrees to immediately remove or relocate, at its sole expense, any or all of the equipment, hardware, or software at the request of the Agency. TTS shall provide a fully trained contact person who is solely responsible for the operation and maintenance of any TTS equipment and all activities associated with this Agreement. The Agency shall have no responsibility to provide any training or supervision of the TTS contact person associated with this Agreement other than to allow the contact person to attend all briefings and/or training sessions provided by the Agency which relate to the equipment, hardware or software. TTS agrees it will not install or operate any equipment, hardware or software that may interfere with the Agency's communications equipment or other Agency electronic systems. In the event any such interference occurs,TTS shall immediately remedy all problems caused by such interference. TTS further authorizes the Agency to disconnect or deactivate any equipment, hardware or software causing such interference and waives any claim it might otherwise assert as a result of such disconnection or deactivation. 6. TTS shall procure and maintain insurance required under this Section at TTS' own cost. a. TTS shall provide Agency with a Certificate of Insurance on a current ACORD Form signed by an authorized representative of the insurer evidencing the insurance required by this Section (Professional Liability,Workers' Compensation/Employer's Liability, Commercial General Liability, and Business Auto). The Certificate of Insurance must identify this Agreement clearly on its face. The Agency, its officials, officers and employees must be named ass additional insured under the Commercial General Liability policy. If the policy provides for a blanket additional insured coverage, TTS shall provide a copy of the section of the policy along with the Certificate of Insurance. If the coverage does not exist,the policy must be endorsed to include the additional insured verbiage. The Certificate of Insurance must provide that Agency will be given, by policy endorsement, not less than thirty (30) days written notice prior to the cancellation or non-renewal or by a method acceptable to the Agency. Until such time as the insurance is no longer required to be maintained by TTS,TTS shall provide the Agency with a renewal or replacement Certificate of Insurance before expiration or replacement of the insurance for which a previous Certificate of Insurance has been provided. b. In addition to providing the Certificate of Insurance on a current ACORD Form, upon request as required by the Agency,TTS shall provide the Agency with a certified copy of each of the policies of insurance providing the coverage required by this Section within thirty(30)days after receipt of the request for such certified copy. Certified copies of policies may only be provided by the insurer, not the agent/broker. c. Neither approval by the Agency nor failure to disapprove the insurance furnished by TTS will relieve TTS of its full responsibility for performance of any obligation including TTS' indemnification of the Agency under this Agreement. d. Insurance companies providing the insurance under this Agreement must meet the following requirements: i. Companies issuing policies must be authorized to conduct business in the State of Florida and prove same by maintaining Certificates of Authority issued to the companies by the Florida Office of Insurance Regulation. ii. In addition, such companies must have and maintain, at a minimum, a Best's Rating of"A-" and a minimum Financial Size Category of Nil" according to A.M. Best Company. iii. If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company: (i) loses its Certificate of Authority; or(ii) fails to maintain the requisite Best's Rating and Financial Size Category, TTS shall, as soon as it has knowledge of any such circumstance, immediately notify the Agency and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as TTS has replaced the unacceptable insurer with an insurer acceptable to Agency,IV deemed to be in default of this Agreement. e. Without limiting any of the other obligations or liability of TTS, TTS shall, at its sole expense, procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection. Except as otherwise specified in this Agreement, the insurance must become effective upon execution of this Agreement by TTS and must be maintained in force until the expiration of this Agreement's term or the expiration of all work orders issued under this Agreement, whichever comes first, Failure by TTS to maintain insurance coverage within the stated period and in compliance with insurance requirements of TTS will constitute a material breach of this Agreement, for which this Agreement may be immediately terminated by Agency. The amounts and types of insurance must conform to the following minimum requirements: i. Commercial General Liability. TTS' insurance must cover it for those sources of liability that would be covered by the latest edition of the standards Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office Coverage must not contain any endorsements excluding or limiting Products/Completed Operations, Contractual Liability, or Separation of Insureds. The minimum limits to be maintained by TTS (inclusive of any amounts provided by an Umbrella or Excess Policy) are as follows: General Aggregate Two Times (2x)the Each Occurrence Limit Personal &Advertising Injury Limit $1,000,000.00 Each Occurrence Limit $1,000,000.00 ii. Cyber Liability Insurance. Information Security/Cyber Liability Insurance must include: Internet Media Liability including cloud computing and mobile devices,for protection of private or confidential information whether electronic or non-electronic, network security and privacy; privacy against liability for system attacks, digital asset loss, denial or loss of service, introduction, implantation or spread of malicious software code, security breach, unauthorized access and use; including regulatory action expenses; and notification and credit monitoring expenses with at least the minimum limits listed below. Each Occurrence $2,000,000.00 Network Security/Privacy Liability $2,000,000.00 Breach Response/Notification Sublimit A minimum limit of 50%of the policy Aggregate Technology Products E&O $2,000,000.00 Coverage must be maintained in effect during the period of the Agreement and for not less than two(2)years after termination or completion of the Agreement. Information/Cyber Liability Insurance must be written on a"claims-made" basis covering TTS, its employees, subcontractors and agents for expenses, claims and losses resulting from wrongful acts committed in the performance of, or failure to perform, all services under this Agreement, including, without limitation, claims, demand and any other payments related to electronic or physical security, breaches of confidentiality and invasion of or breaches of privacy. f. The insurance provided by TTS pursuant to this Agreement must apply on a primary and non- contributory basis and any other insurance or self-insurance maintained by the Agency or Agency's officials, officers, or employees will be in excess of, and not contributing to,the insurance provided by or on behalf of TTS. g. The Commercial General Liability and the Umbrella policy required by this Agreement must be provided on an occurrence rather than a claims-made basis. h. All policies must be endorsed to provide a Waiver of Subrogation clause in favor of the agency and its respective officials, officers and employees. This Waiver of Subrogation requirement does not apply to any policy that includes a condition that specifically prohibits such an endorsement or voids coverage if the Named Insured enter into such an agreement on a pre-loss basis. IN i. Compliance with the foregoing insurance requirements does not relieve TTS, its employees or its agents of liability from any obligation under a Section or any other portion of this Agreement. 7. TTS agrees to make available vehicle-based performance metrics and signal performance metrics reports to the City in exchange for access to Signal Data. TTS agrees that it shall provide to the Agency login access to a website where the metrics will updated monthly. The Agency shall be able to run specific queries and generate the metrics reports based on the queries submitted. Vehicle-based performance metrics reports may, to the extent available, provide information regarding vehicle delay(average and total), percentage of split failures, average speed, and traffic volumes. Signal performance metrics report may provide information regarding traffic signal cycle lengths,green time during cycles, pedestrian cycle lengths and wait times, and vehicle wait times. B. If any provision of this Agreement is invalid or unenforceable,then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby. 9. No delay or omission by either party in exercising any rights under this Agreement shall operate as a waiver of that or any other right.A waiver or consent given by either party on any one occasion is effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion. 10. Neither party may assign this Agreement or any of its rights or obligations under this Agreement, without the prior written approval of the other party, which shall not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary approval shall be void. 11. This Agreement is governed by and will be construed in accordance with the laws of the State of Florida. Venue for any action shall be properly placed only in Seminole County, Florida for state court actions and Orlando, Florida for federal court actions. 12. This Agreement is the entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior or contemporaneous oral or written agreements concerning this subject matter. 13. This Agreement will begin on the latest date below ("Effective Date") and continue until terminated in writing by either party for any reason. 14. This Agreement may be executed by the Parties in identical counterparts, all of which together shall constitute the final agreement. Executed counterparts may be exchanged by facsimile or electronic transmission. 15. Pursuant to Chapter 119, Florida Statutes,TTS agrees that any records, documents,transactions,writings, papers, letters, computerized information and programs, maps, books, audio or video tapes,films, photographs, data processing software, writings or other material(s), regardless of the physical form, characteristics, or means of transmission, of TTS related, directly or indirectly,to the services provided to the City under this Agreement and made or received pursuant to law or ordinance or in connection with the transaction of official business by the Agency, may be deemed to be a public record,whether in the possession or control of the Agency or TTS. Said records, documents,transactions,writings, papers, letters, computerized information and programs, maps, books,audio or video tapes,films, photographs, data processing software, writings or other material(s), regardless of the physical form, characteristics, or means of transmission of TTS are subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the Agency's designated custodian of public records. Upon request by the Agency, TTS shall promptly supply copies of said Public Records to the Agency. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during normal business hours of TTS be open and freely exhibited to the City for the purpose of examination and/or audit. Failure by TTS to grant such access and comply with public records laws and/or requests shall be grounds for immediate unilateral cancellation of this Agreement by the Agency upon delivery of a written notice of cancellation. If TTS fails to comply with this Section,and the Agency must enforce this Section, or the Agency suffers a third party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to TTS's failure to comply with this Section, the Agency shall collect from TTS prevailing party attorney's fees and costs, and any damages incurred by the Agency,for enforcing this Section against TTS. And, if applicable, the Agency shall also be entitled to reimbursement of all attorneys'fees and damages which the Agency had to pay a third party because of TTS's failure to comply with this Section. The terms and conditions set forth in this Section shall survive the termination of this Agreement. IN WITNESS OF TH;IS, the Parties hereby execute this Agreement through their authorized representatives. Authors igni Lrf ,� �6thorized Signature (TTS) f ILSI�I�s ( tJG G+or Name/Title Name/Title Date Date I�P ifs/ 21,f(q,l rr A iO,(0 0/f���I�IV%ifkdiUl'U'�bNrti,