CONTRACT FOR ACCESS TO TRAFFIC MANAGEMENT MONITORING SYSTEMS AND DATA

Transcription

1 CONTRACT FOR ACCESS TO TRAFFIC MANAGEMENT MONITORING SYSTEMS AND DATA This Contract for Access to Traffic Management Monitoring Systems and Data ( Contract ) is entered into this 27 th day of January, 2015 (the Effective Date ), by and between the FLORIDA DEPARTMENT OF TRANSPORTATION, DISTRICT ONE ( Department ), with offices located at 801 North Broadway, Bartow, FL 33831, and MANATEE COUNTY, a political subdivision of the State of Florida ( County ), with offices at 1112 Manatee Avenue West, Bradenton, FL WHEREAS, the County operates computerized motorist information and traffic control systems which monitor traffic conditions on certain portions of the State Transportation System as well as information related to the timing of traffic control devices; and WHEREAS, the systems respectively provide real-time but unrecorded video images as well as data concerning signal timing; and WHEREAS, Department has interests in establishing an active management of the electronically-monitored road network within its jurisdiction to include periodic system retiming and therefore desires access to current signal timing plans and video feeds from existing County systems; and WHEREAS, Department has asked the County for remote electronic access to the video images created by the system operated in the Manatee County area; and WHEREAS, allowing Department access to the County system s signal timing and video images of high traffic areas in Manatee County will benefit residents of and travelers through the County by providing information Department can use to make more informed decisions or recommendations related to use of state roadways within Manatee County. NOW THEREFORE, in consideration of the mutual covenants promises and representations herein, the Parties hereto agree as follows: 1. Scope. (a) The County: 1. Shall provide to Department a non-exclusive live video feed of images generated by the County s Closed-Circuit Television (CCTV) cameras used for monitoring traffic conditions in the Manatee County area, as available. The video images provided shall be those currently available to the County control room operators from the images generated or processed by the County s traffic surveillance monitoring equipment. Page 1 of 6

2 2. Shall provide to Department a network connection which will permit read only capabilities of the County s traffic control signal timing information. 3. Assumes no responsibility for any equipment or property placed in the Traffic Management Center (TMC) or another County approved facility by Department, and Department hereby expressly relieves and discharges the County to the full extent allowed by law from any and all liability for any loss, injury, or damage to its agents or property that may be sustained by reason of the use or occupancy of the County approved facility. 4. Shall have no responsibility to provide any training or supervision of Department s agents associated with this Contract other than to allow the Department s authorized agents to attend all briefings and/or training sessions provided by the County which relate to the equipment, hardware, or software. 5. Shall have the right to approve of the means, methods and equipment used to achieve the system connections sought by Department. (b) Department: 1. Shall provide, operate, and maintain, at its own risk and expense, all equipment, hardware, or software installed per this Contract (including, but not limited to, the interface equipment to tie into the County s video matrix switcher). 2. Shall, within 30 days notification by the County, move or relocate, at its sole expense, any or all of the equipment, hardware, or software installed per this Contract at the request of the County. 3. Shall identify and assign at least one fully trained agent who is responsible for the operation and maintenance of Department s connections, equipment and all activities associated with this Contract. The County reserves the right to examine the qualifications of such agent(s) and to approve access to same, such approval not to be unreasonably withheld. 4. Shall inform its agent(s) that access to Department s equipment, hardware, and software will be available only during TMC operation hours (usually 8:00 a.m. to 5:00 p.m., Monday through Friday) to conduct maintenance, repair, replacement, or upgrading of said equipment. Department shall, absent extraordinary circumstances, arrange access times at least 24 hours in advance, and shall consent to a County escort of Department s agent(s) during times when said agents are on County property, as security protocols may require. Page 2 of 6

3 5. Agrees that it will not install or operate any equipment, hardware or software that may interfere with the timing of County-owned traffic signals, with the County s CCTV traffic surveillance camera systems, with any County communications equipment or with any other County electronic systems. In the event any such interference occurs, Department shall either immediately remedy all problems caused by such interference or cease operating the equipment creating the interference. 6. Authorizes the County to disconnect or deactivate any equipment, hardware or software causing interference as delineated in the paragraph above and waives any claim it might otherwise assert as a result of such disconnection or deactivation. 7. Shall, in the event the County determines, and the Department agrees, that Department s agents or equipment caused damage to County equipment or facilities, reimburse the County for all agreed upon damages. 8. Shall respond directly to any public records requests made to it for records in its possession obtained as a result of this Contract. 2. Term and Automatic Renewal of Contract. The Contract shall have an initial term of one (1) year from the Effective Date and unless terminated by either Party as otherwise provided for herein, it shall automatically renew for successive one year terms without further action of the Parties. 3. Assignment. This Contract, including both its obligations and benefits, shall pass to and be binding on the respective transferees, successors and assigns of the Parties. This Contract may not be assigned, in whole or in part, by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that no consent shall be necessary in the event of: (i) an assignment to a successor entity resulting from a merger, acquisition or consolidation by either Party; or (ii) an assignment to an entity under common control with, controlled by or in control of either Party. 4. Termination. (a) This Contract may be terminated by either Party for any or no reason by providing the other at least thirty (30) days written notice of intent to terminate. Page 3 of 6

4 (b) If Department fails to remove its equipment, hardware, or software within thirty (30) days of the effective date of termination, the County may, at no liability for itself, cause the removal and disposal of any of Department s equipment or software. 5. Indemnification. Department hereby agrees, to the fullest extent allowed by law, to fully indemnify and hold harmless the County, its officers, employees, and agents from and against any and all claims, losses, costs, expenses, actions and causes of action, including reasonable attorneys fees at all levels, arising out or by reason of any damage or injury to persons or property suffered or claimed to have been suffered, by any intentional or negligent act or omission of the Department, its directors, officers, employees, or agents in the carrying out of the terms and conditions of this Contract. County hereby agrees, to the fullest extent allowed by law, to fully indemnify and hold harmless the Department, its officers, employees, and agents from and against any and all claims, losses, costs, expenses, actions and causes of action, including reasonable attorneys fees at all levels, arising out or by reason of any damage or injury to persons or property suffered or claimed to have been suffered, by any intentional or negligent act or omission of the County, its directors, officers, employees, or agents in the carrying out of the terms and conditions of this Contract. The Party claiming right to indemnification ( Claimant ) will give the indemnifying Party ( Indemnitor ) prompt notice of any such claim. The Claimant and Indemnitor will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After joint evaluation of the claim, Claimant will determine whether to require the participation of the Indemnitor in the defense of the claim or to require the Indemnitor to defend Claimant in such claim as described in this section. The Parties will pay their own costs for the evaluation, settlement negotiations, and trial, if any. However, if only one party participates in the defense of the claim at trial, that party is responsible for all costs. Nothing herein shall be interpreted as a waiver by the County of its rights, including the procedural requirements and limited waiver of immunity, as set forth in Florida Statutes , or any other statute, and the County expressly reserves these rights to the full extent allowed by law. 6. Applicable Law and Venue. The validity of this Contract and of any of its terms and provisions, as well as the rights and duties of the parties hereunder, shall be interpreted and enforced pursuant to and in accordance with the laws of the State of Florida. Venue for any action or proceeding to enforce or interpret the terms of this Contract shall be Manatee County, Florida. 7. Entire Contract. Page 4 of 6

5 This Contract contains the entire understanding of the Parties and supersedes all prior understandings, agreements or contracts, whether oral or written, implied or explicit, between the Parties relating to the subject matter herein. 8. No Waiver. No waiver of a breach of any provision of this Contract shall be construed to be a waiver of any breach of any other provision. No delay in acting with regard to any breach of any provision of this Contract shall be construed to be a waiver of such breach. Every right and remedy of each Party shall be cumulative and either Party, in its sole discretion, may exercise any and all rights or remedies stated in this Contract or otherwise available at law or in equity. 9. Amendments. This Contract may be modified, amended or extended only by written amendment executed by authorized representatives of both Parties. 10. Notices. Any notices given or required to be given hereunder shall be in writing and shall be sent by certified mail, return receipt requested, to the chief executive officer of the Party being served at its address as set forth in the introductory paragraph of this Contract. 11. Attorney Fees. In any action brought between the Parties to enforce or construe the terms of this Contract, each Party shall bear its own attorneys fees and costs, including any incurred on appeal, regardless of the resolution of the case or appeal(s). 12. Severability. In the event that any term of this Contract is adjudged by a court of competent jurisdiction to be invalid, such adjudication shall not affect or nullify the remaining terms, nor shall it result in the failure of the Contract unless the court finds that the remainder of the Contract cannot be enforced absent the stricken term. Page 5 of 6

6 13. No Third-Party Beneficiary. This Contract is for the benefit of the Parties and their respective successors and permitted assigns, and it is not the intent of the parties to enter this Contract for any other person s or entity s benefit. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed on the day and year first above written. MANATEE COUNTY, a political subdivision of the State of Florida By: its Board of County Commissioners By: Chairperson ATTEST: R.B. SHORE CLERK OF CIRCUIT COURT By: Deputy Clerk Florida Department of Transportation District One By: Date: Billy Hattaway, District Secretary or Designee Attorney, Florida Department of Transportation Page 6 of 6