TRANSPORTATION DATA ACCESS AGREEMENT
Los Angeles County Metropolitan Transportation Authority (“LACMTA”), in its capacity as the Administrator of the Regional Integration of Intelligent Transportation Systems (“RIITS”)
This Transportation Data Access Agreement (“Agreement”) is made and entered into as of the date the last party executes this Agreement, between LACMTA in its capacity as the RIITS Administrator (“Administrator”), and «Agency_Company_Name», a «Corp_State_Type» domiciled in «Domicile_State», whose principal place of business is «Agency_Address_Line_1», «Agency_City», «Agency_State» «Agency_Zip_Code».
WHEREAS, data source agencies, LACMTA, State of California, Department of Transportation, District 7 (“Caltrans”), City of Los Angeles, Department of Transportation (“LADOT”), and various other public agencies (collectively referred to as “Source Agencies”) have established RIITS to exchange transportation information, including, but not limited to, near real time traffic and transit data relating to all modes of transportation (“Transportation Data”);
WHEREAS, a Configuration Management Committee (“CMC”) was established by the Source Agencies to oversee RIITS;
WHEREAS, the CMC named LACMTA the RIITS Administrator and delegated to LACMTA as Administrator the authority to administer, maintain, operate, manage and monitor RIITS access; codify system changes, process standard service agreements with third parties, and enforce the terms and conditions of the service agreements;
WHEREAS, Transportation Data supplied to RIITS is owned exclusively by the Source Agencies, and eachSource Agency supplying Transportation Data through this Agreementhas authorized Administrator to make and change certain Transportation Data available to the User;
WHEREAS, User has expressed an interest in obtaining Transportation Data for the Greater Los Angeles region;
WHEREAS, User desires to reformat,
redistribute, add value, display and/or disseminate Transportation Data to its
clients, sub-licensees, and/or customers to help reduce transportation
congestion in Los Angeles County;
WHEREAS, the LACMTA Board has authorized the transmission of Transportation Data provided by Source Agencies through RIITS to information service providers at the discretion of the LACMTA Chief Executive Officer;
WHEREAS, User is an information service provider;
WHEREAS, the general public will benefit from Transportation Data disseminated by User, increasing the efficiency of the regional transportation system; and
WHEREAS, LACMTA and User (collectivelythe “Parties”) desire to enter into this Agreement to set forth their understanding and respective responsibilities regarding RIITS.
NOW, THEREFORE, the Parties agree hereto:
- General Provisions
- The CMC reserves the right to make changes to RIITS. Further, LACMTA, in its capacity as Administrator, may make changes to RIITS systems at any time. User understands such changes may include changes to the type of Transportation Data available and may affect User’s use of and ability to use Transportation Data. The current Transportation Data available to the User may be found by visiting www.riits.net.
- Administrator, the CMC, or Source Agencies may immediately disconnect User’s access to Transportation Data without adherence to the Termination clause in this Agreement.
- Source Agencies exercise full control of individual Closed Circuit Television (“CCTV”) camera positions at all times, provide Transportation Data to the User through RIITS, and select individual CCTV locations to be made available for display to the User.
- The User shall not contact Source Agency personnel for the purpose of requesting that specific CCTV be operated or that cameras be repositioned. Contacting Source Agencies for the purpose of requesting specific CCTV is grounds for Termination.
- For the purpose of providing traveler information and live traffic video viewing only, User may distribute, sell, and provide access to Transportation Data to the general public and may sublicense, pursuant to Sublicense Section of this Agreement, Transportation Data to commercial entities for the purpose of distributing, selling, and providing Transportation Data access to the general public (“Secondary Users”). No other use is permitted.
- Administrator, or designee, will configure RIITS to ensure IP addresses and associated User equipment are recognized by RIITS as authorized User devices.
- Prohibited Uses
The User may NOT do any of the following:
- Manipulate, modify, or change CCTV and images in any manner, unless as provided in this Agreement, approved in writing by Source Agencies and notification is given to the CMC via the Administrator;
- Change, obscure, or remove fonts and logos in the Transportation Data or CCTV crediting Sources Agencies, whether through web page, wireless, or any other device;
- Use Transportation Data for any non-transportation related purpose including, but not limited to, law enforcement;
- Reproduce or display Transportation Data other than as expressly permitted;
- Continuously record CCTV and images for long-term archival storage. However, User may retain copies of all news programs telecast by the User, which copies may include any video images supplied that are incorporated into the news program; and
- Sell or resell physical access to the limited resource granted by this Agreement, including, but not limited to, the Transportation Data. This does not include Secondary Users that the User provides Transportation Data access to, as long as the access is provided by the User and the Secondary User’s equipment is not directly requesting Transportation Data from RIITS.
- Administrator Obligations
Upon CMC approval, LACMTA, as the Administrator, shall execute the Agreement hereby providing the User the following:
- A non-exclusive royalty-free license to Transportation Data to distribute, sell and provide Transportation Data to the general public and Secondary Users;
- Non-exclusive access through the Internet to Transportation Data with a user name and password unique to the User; and
- Information about the type of Transportation Data and how to access Transportation Data on the RIITS website (http://www.riits.net/ ), or a successor website designated by Administrator.
- User Obligations
The User shall:
- Provide a maximum of two (2) public and static IP Address numbers that User may use to access RIITS Transportation Data;
- Be responsible for preventing any unauthorized use of the Transportation Data by User’s employees, clients, or customers;
- Provide necessary telecommunications between RIITS and User’s center, including appropriate telecommunications hardware at each terminus, as well as any needed software and all other equipment required to transmit, receive, process, format and distribute the Transportation Data;
- Make a good faith effort to timely utilize Transportation Data to ensure current transportation conditions are presented to the public;
- Ensure that all images not broadcast “live” are differentiated in some manner from “live” images;
- Pay all User costs associated with the dissemination, transfer, or use of Transportation Data;
- Repair, replace, and return to operation any damage to RIITS and Source Agency property caused by User personnel and equipment at no cost to RIITS or Source Agencies, and in a manner satisfactory to Administrator;
- Respond to Administrator within 30 calendar days of notification concerning any problem with User equipment and/or property;
- Maintain regular correspondence with Administrator. Further, User shall respond to written requests and/or questions from Administrator within 30 calendar days of the date the request and/or question is sent to User;
- Meet and be responsible for all licensing requirements applicable to User’s operations;
- Remedy any User equipment disrupting RIITS or Source Agency equipment or operations, in a manner satisfactory to Administrator;
- Pay Administrator a fee of one (1) hundred dollars ($100.00). User and all Sub-licensees to whom it provides the Transportation Data may be subject to further user charges should Administrator establish additional fees;
- Direct all User customer comments, complaints or suggestions about the Transportation Data to User’s customer service staff;
- Provide the CMC regular feedback on the public’s response to the Transportation Data, the minimum requirement for which will be a yearly report to the RIITS CMC;
- Provide Administrator with a technical contact person who shall be available to Administrator 24 hours a day, 7 days a week, every day of the year;
- Have no input into the camera views or camera angles used on CCTV. The camera views and camera angles shall be determined solely at the discretion of Source Agencies;
- Be responsible for, including, but not limited to, all personnel, programming, development, production, and equipment to view, receive, use and display the Transportation Data. User hardware and software shall be compatible with RIITS;
- Provide Transportation Data and marketing survey input on use of the Transportation Data as requested by Administrator for the purposes of assessing the regional benefit of RIITS; and
- Have a lead representative able to fluently read, write and speak the English language so as to sufficiently understand all job related directions and discussions with Administrator.
- Agreement Amendments
This Agreement may only be amended or modified through a separate written amendment, approved and executed in the same manner as the original Agreement.
- Public Records Act
- All records, documents, drawings, plans, specifications and other information relating to conduct of LACMTA’s business, including information submitted by the User shall become the exclusive property of LACMTA and shall be deemed public records. Said materials are subject to the provisions of the California Public Records Act (Government Code sections 6250 et. seq.). LACMTA’s use and disclosure of its records are governed by this Act. LACMTA will not advise as to the nature or content of documents entitled to protection from disclosure under the California Public Records Act.
- In the event of litigation concerning the disclosure of any information submitted by the User, LACMTA’s sole involvement will be as a stakeholder, retaining the information until otherwise ordered by a court. The User, at its sole expense and risk, shall be responsible for any and all fees for prosecuting or defending any action concerning the information, and shall indemnify and hold LACMTA harmless from all costs and expenses including attorneys’ fees, in connection with any such action.
- User agrees that for and during the entire term of the Agreement, all information, except Transportation Data, including, but not limited to data, figures, records, findings and the like received or generated by the Agreement and in the performance of the Agreement, shall be considered and kept as the private and confidential records of LACMTA, in its capacity as Administrator, and will not be divulged to any person, firm, corporation, or other entity except on the direct authorization of LACMTA and expressly permitted under this Agreement, unless required by law.
- Upon termination of the Agreement for any cause, User agrees that it will continue to treat as private and confidential any information, data, figures, records and the like, and will not release any such information to any person, firm, corporation or other entity, either by statement, deposition, or as a witness, except upon direct written authority of LACMTA, in its capacity as Administrator.
- The User shall not publish information, data, figures, records and the like acquired or generated by the User in performing the Agreement until such time as such information, data, figures, records and the like is released in published reports by LACMTA, in its capacity as Administrator.
- No Representation or Warranties
- User acknowledges and agrees that neither LACMTA nor any of the Source Agencies, nor any of their respective employees, officers, agents, or consultants makes any warranty, express or implied, with respect to Transportation Data nor with respect to its accuracy, sufficiency or completeness thereof, nor with respect to any of the software or other systems provided by LACMTA or any Source Agency under this Agreement. Transportation Data is provided on an “as is” and “with all faults” basis, with the User bearing the entire risk as to quality and performance of Transportation Data.
- LACMTA makes no representations or warranties, express or implied, that the Transportation Data will perform based on the User’s equipment. Further, LACMTA makes no representations or warranties, express or implied, that Transportation Data will be suitable for the purposes for which it is permitted to be used under the terms of this Agreement. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF THE FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY WAIVED.
- User warrants that it is aware of and understands the hazards which are presented to persons, property and the environment in the performing of transportation, storage, remediation and disposal of the materials associated with the equipment described within the Agreement. Further, to the extent applicable, User will transport, store, remediate and dispose of such materials in full compliance with all applicable governmental laws, regulations and orders.
- User warrants that all work completed to obtain the Transportation Data from RIITS shall be in accordance with the Agreement. In the event of breach of this warranty, the User shall take the necessary actions to correct the breach and the consequences thereof, at the User’s sole expense, in the most expeditious manner as permitted by existing circumstances. If, upon notification from LACMTA, User does not promptly take steps to correct the breach. LACMTA, without waiving any other rights or remedies it may have at law or otherwise, may correct the breach or cause others to do so, and the User shall promptly reimburse LACMTA for all expenses and costs incurred in connection therewith.
- Limitation of Liability
- User acknowledges and agrees that neither LACMTA, nor or any of the Source Agencies, or any of their respective employees, officers, agents, or consultants shall be liable for any damages, claim or loss incurred by User (including without limitation, compensatory, incidental, indirect, special, consequential, or exemplary damages, lost profits, lost sales or business, expenditures, investments or commitments in connection with any business, or loss of goodwill) resulting from the Transportation Data or inability to use the provided Transportation Data irrespective of whether LACMTA and/or the Source Agencies have been informed of, knew of, or should have known of the likelihood of such damages, claim, or loss. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.
- LACMTA and Source Agencies assume no liability or responsibility for the User’s equipment.
- The User will NOT hold LACMTA and any Source Agency liable or responsible in any way for unforeseen interruptions in providing the Transportation Data regardless of cause.
- LACMTA and Source Agencies shall not be liable for special, incidental, exemplary or consequential damages suffered because of the User’s use of Transportation Data; including, but not limited to, loss of profits, anticipated revenue, interest, loss of use, or other such claims arising from any causes whatsoever, whether or not such loss or damages is based on contract, warranty, tort, including negligence, indemnity or otherwise.
- User, on behalf of itself and its sub-licensees, employees, clients, and customers, hereby waives and releases LACMTA and all Source Agencies from any and all claims, causes of action, losses, costs, damages, liability and expenses of any kind or nature whatsoever (known or unknown) to the extent attributable to RIITS or the use by User and its sub-licensees, clients, customers, and employees of the Transportation Data. User (for itself and its clients, customers and employees) expressly waives the benefit of Section 1542 of the California Civil Code, which provides as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
- Third Party Liability
Nothing contained in this Agreement is intended to or shall have the effect of creating any rights in any third party against LACMTA or any of the Source Agencies. The inclusion of the Agreement or any part thereof in any other document shall not be deemed to be creating or incorporating any obligation, duty, or liability on the part of LACMTA or any of the Source Agencies. The User shall indemnify LACMTA and Source Agencies in accordance with the provisions of this section against any claim made by any third party claiming rights under this Agreement.
- To the fullest extent permitted by law, and with counsel approved by Administrator, the User shall defend, indemnify and hold harmless LACMTA and all Source Agencies, any subsidiaries, and any of their respective members, directors, officers, employees and agents (individually and collectively, “Indemnities”), from and against any and all liabilities, including but not limited to claims, actions, suits (including but not limited to workers’ compensation suits and breaches of contract), demands, costs, judgments, liens, penalties, damages, losses, and expenses, including but not limited to any fees of accountants, attorneys or other professionals arising out of, connected with, or resulting from any act, omission, fault or negligence of the User or any of its officers, authorized representative, employees, subcontractors or suppliers, or any person or organization directly or indirectly employed by any of them, in connection with, or relating to, or claimed to be in connection with, or relating to, User’s use, possession or dissemination of Transportation Data or User’s performance of any other obligation under the Agreement including but not limited to any costs or liability on account of:
- Personal injury to or death of any person (including employees of the parties to be indemnified) or for damage to or loss of use of property (including property of LACMTA or Source Agencies); and
- LACMTA’s reasonable reliance upon the use of data or other information provided or delivered by the User pursuant to the Agreement.
- The indemnification specified in this Section shall apply even in the event of the act, omission, fault or negligence whether active or passive, of the party or parties to be indemnified, but shall not apply to claims, actions, demands, costs, judgments, liens, penalties, liabilities, damages, losses, and expenses arising from the willful misconduct of the party or parties to be indemnified. LACMTA shall not be responsible for any negligence, willful misconduct or defects in design caused and/or furnished by the User.
- The indemnification specified in this Section shall survive termination or closeout of the Agreement hereunder and is in addition to any other rights or remedies that LACMTA may have under the law or under this Agreement.
- Claims against the indemnified parties by any employee of the User, its subcontractors, suppliers, anyone directly or indirectly employed by any of them, and/or anyone for whose acts any of them may be liable shall not in any way limit the User’s indemnification obligation as set forth above, including the amount and/or type of damages, compensation, and/or benefits payable by or for the User or its subcontractors under workers’ compensation acts, disability benefit acts, and/or other employee benefit acts and/or insurances.
- No Waiver
- Failure of Administrator to enforce at any time, or from time to time, any provision Agreement shall not be construed as a waiver thereof.
- No waiver by Administrator of any breach of any provision of the Agreement shall constitute a waiver of any other breach or of such provision.
- Failure or delay by Administrator to insist upon strict performance of any terms conditions of the Agreement, or to exercise any rights or remedies provided by law, shall not be deemed a waiver of any right of Administrator to insist upon performance of the User’s obligations set forth in the Agreement, or rights or remedies as to any prior or subsequent default hereunder.
- Term of the Agreement
- The term of the Agreement shall begin upon the date of the last party to sign this Agreement and shall continue for one (1) year (the “Initial Term”).
- The Agreement shall automatically renew month to month (each a “Renewal Term”), unless either party sends written notice to the other party at least thirty (30) days before expiration of the Initial Term or any Renewal Term that it does not wish to renew the Agreement.
- The term of the Agreement shall consist of the Initial Term and any Renewal Term.
- If the User fails to comply with any of the terms and conditions contained within this Agreement, Administrator may revoke User’s access privileges to Transportation Data and, upon written notification, terminate this Agreement immediately. In addition, LACMTA shall have the right to enforce any and all rights and remedies herein or which may be now or hereafter available at law or in equity.
- Except as provided in the preceding paragraph, Administrator reserves the right to revoke User’s access privileges to RIITS and terminate this Agreement at any time, upon thirty (30) days prior written notice to the User.
- User may terminate this Agreement upon thirty (30) days prior written notice to Administrator.
- User must post a notice on its website for a minimum of sixty (60) days after cessation of service with a link to any new LACMTA website where Transportation Data is available.
- The User shall not assign, transfer, convey, or otherwise dispose of the Agreement (or the right, title, or interest in it or any part of it) without the prior written consent and endorsement of Administrator, which consent shall not be unreasonably withheld.
- No right under the Agreement shall be asserted against Administrator, in law or in equity, by reason of any assignment of the Agreement, or any part thereof, unless authorized by Administrator as specified in this Section.
User may sublicense its rights hereunder subject to the following conditions:
- User shall execute written sublicenses to Secondary Users. Said sublicense shall contain reasonable terms pursuant to and consistent with the terms and conditions of this Agreement, and shall be approved by Administrator;
- User shall collect a one-time administrative fee of one hundred dollars ($100) from any and all Secondary Users of the Transportation Data and transmit said fees to Administrator;
- User shall include, in each sublicense, the applicable terms and conditions from this Agreement; and
- User shall provide a report to the CMC which lists all Secondary Users to whom access to Transportation Data has been provided, along with the administrative fees and relevant contract information. RIITS hereby agrees to hold all such relevant contract information in strict confidence and not disclose any such information to any third party.
- Governing Law
The Agreement has been negotiated between LACMTA, as Administrator, and the User and shall be subject to the laws of the State of California.
By entering into the Agreement, the User consents and submits to the jurisdiction of the Courts of the State of California, County of Los Angeles, over any action at law, suit in equity, and/or other proceeding that may arise out of the Agreement.
In the event any article, section, sub-article, paragraph, sentence, clause, phrase contained in the Agreement shall be determined, declared, adjudged invalid, illegal, unconstitutional, or otherwise unenforceable, such determination, declaration, or adjudication shall in no manner affect the other articles, sections, sub-articles, paragraphs, sentences, clauses, or phrases of the Agreement, which shall remain in full force and effect as if the article, section, sub-article, paragraph, sentence, clause, or phrase declared, determined, or adjudged invalid, illegal, unconstitutional, or otherwise unenforceable, was not originally contained in the Agreement.
- Entire Agreement
This Agreement constitutes the entire agreement between the User and LACMTA, as Administrator, and supersedes all previous and contemporaneous agreements written or oral and all communications between the Parties relating to the subject matter of this Agreement.
- Binding on Successors and Assigns
This Agreement shall run to the benefit of and be binding upon any successors, administrators, heirs and assigns.
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
- Contact Information
Notices under this Agreement shall be sent by first-class U.S. mail, postage prepaid, to User and to the LACMTA, at the address specified. Notices shall be deemed effective five business days after such mailing.
User shall provide written notice on User letterhead to LACMTA within 30 days of any change in Official Point of Contact or IP Addresses. Official Points of Contact regarding any aspects of this Agreement are as follows:
- User Contact Information
The User shall provide Administrative and Technical contacts as well as a maximum of two (2) public and static IP addresses of devices used to contact RIITS in order to access the Transportation Data. User contact information is as follows:
- Administrative Contact Name
Contact Name: «Agency_Title» «Agency_First_Name» «Agency_Last_Name»
- Technical Contact Name
Contact Name: «Tech_First_Name»«Tech_Last_Name»
- IP Addresses
IP Address #1: «IP_Address_1»
IP Address #2: «IP_Address_2»
- Administrator Contact Information
Agency Name: Los Angeles County
Metropolitan Transportation Authority
Contact Name: Mr. Kali K Fogel
Title: RIITS Program Manager
Address: 1 Gateway Plaza
Los Angeles, California 90012
Telephone: (213) 922 – 2665
Fax: (213) 922 – 2955
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the dates indicated below.
|Los Angeles County Metropolitan Transportation Authority||«Agency_Company_Name»|
|Phillip A. Washington||Date||«Member_Name» Date|
|Chief Executive Officer||«Member_Title»|
APPROVED AS TO FORM
MARY C. WICKHAM