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THIS DISCLOSURE AGREEMENT ("Agreement") is an agreement between the City of Arcadia, CA ("Agency")
and Traffic Technology Services, Inc. ("TTS"). Both the Agency and TTS are sometimes referred in this
Agreement individually as "Party" and 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 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 Agency to obtain Signal Data in the most efficient
and non-intrusive manner from Agency, 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. TTS agrees to independently verify the accuracy, correctness, completeness,
and performance of the Signal Data.
3. Signal Data remain the property solely of Agency and it shall not be copied, reproduced, or transferred (directly
or indirectly)without the express written permission of Agency.
4. TTS accepts full responsibility for all work related thereto and agrees to indemnify and hold Agency and its
officials, officers, employees and agents harmless from any liability arising from or related to the use of or
reliance upon said information.
5. 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.
6. 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.
7. 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.
8. This Agreement is governed by and will be construed in accordance with the laws of the State of California.
9. 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.
10. This Agreement will begin on the latest date below ("Effective Date") and continue until terminated in
writing by either Party for any reason.
11. 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.
IN WITNESS OF THIS, the Parties hereby execute this Agreement through their authorized representatives.
Authorized-Signature Authorize gnature(ITS)
Dominic Lazzaretto/City Manager Steve Mager/Director Government Accounts
Name/Title Name/Title
Dt c. •3sksto Y51 20\$ 12/11/2018
Date Date
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THIS DISCLOSURE AGREEMENT ("Agreement") is an agreement between the City of Arcadia ("Agency")
and Traffic`Technology Services, Inc. ("TTS"). Both the Agency and TTS are sometimes referred in this
Agreementtogether 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, US has a business partnership with the ATMS vendor who requires this agreement to perform services
for Agency ATMS on behalf of ITS, and;
WHEREAS, Agency has agreed to share the Signal Data with US upon certain terms and conditions, and;
WHEREAS, US has agreed to share data with Agency pyfrom customer applications.
iu
Now therefore, in consideration of the recitals, gency and US agree as follows:
1. Agency will provide TTS with Signal Data. US will work with Agency to obtain Signal Data in the most efficient
and non-intrusive manner from Agency, 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. US agrees to independently verify the accuracy, correctness, or
completeness of the Signal Data. _ - 4,r
3. Signal Data remain the property of Agency andjit shall not be copied, reproduced, or transferred (directly or
indirectly) without the express written permission of Agency.
4. US accepts full responsibility for all work related thereto and agrees to indemnify and hold Agency harmless
from any liability arising from or related to the use of or reliance upon said information.
5. 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 greement shall not be affected thereby.
6. No delay or omission by eithe(arty in exercising any righ sunder 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.
7, 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.
8. This Agreement is governed by and will be construed in accordance with the laws of the State of Californi'i
9. 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.
10. This Agreement will begin on the latest date below ("Effective Date") and continue until terminated in
writing by either party for any reason.
11. 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.
IN WITNESS OF THIS, the Parties hereby execute this Agreement through their authorized representatives.
Authorized Signature (Agency) Authorized Signature (TTS)
Name/Title Name/Title
Date Date