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CC Resolution 11775RESOLUTION NO. ll~~s A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL AUTHORIZING THE PUBLIC WORKS DIRECTOR TO EXECUTE THE MEMORANDUM OF UNDERSTANDING WITH THE COUNTY OF SANTA CLARA TO SHARE TRAFFIC SIGNAL STATUS INFORMATION AND SET UP A VIRTUAL PRIVATE NETWORK WHEREAS the Hamilton Avenue-Bascom Avenue Intelligent Transportation Systems (ITS) Project (CIP No. 14-MM) will synchronize traffic signals on West Hamilton Avenue between Phoenix Drive and Eden Avenue; and WHEREAS, synchronizing West Hamilton Avenue traffic signals is difficult with the presence of the San Tomas Expressway/Hamilton Avenue intersection in the middle of this corridor and WHEREAS, the County of Santa Clara Roads and Airports Department operates a traffic-responsive signal system along San Tomas Expressway and WHEREAS, the traffic-responsive system along San Tomas has made it almost unfeasible to,synchrbnize signals along West Hamilton across the expressway and WHEREAS, synchronization of West Hamilton signals across the expressway is possible with an upgrade to the City s signal system software; and WHEREAS the Hamilton Avenue-Bascom Avenue ITS Project will purchase the signal system upgrade; and WHEREAS, a Virtual Private Network (VPN) is required to allow the City and County signal systems to communicate and share real-time signal system status information (e.g., cycle lengths) with the City and WHEREAS with a VPN the City's signal system could automatically implement the appropriate signal timing patterns with matching cycle length at the West Hamilton signals; and WHEREAS, the result would be a traffic responsive system for West Hamilton Avenue with better signal coordination across the expressway and WHEREAS, City and County staffs have collaborated on the implementation of a VPN; and WHEREAS the attached Memorandum of Understanding (MOU) identifies the roles and responsibilities of each agency for the set-up and maintenance of the VPN. NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell authorizes the Public Works Director to execute the attached Memorandum of Understanding with the County of Santa Clara to share traffic signal status information and set up a Virtual Private Network. PASSED AND ADOPTED this 3ro day of February 2015, by the following roll call vote: AYE$ COUNCILMEMBERS Rotowski Resnikoff Gibbons Baker Cristina NOES COUNCILMEMBERS None ABSENT COUNCILMEMBERS None ATTES-T: ~a Anne Bybee, City Clerk i~ - Attachment 2T- MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE CITY OF CAMPBELL, CALIFORNIA AND THE COUNTY OF SANTA CLARA, CALIFORNIA TO SHARE TRAFFIC SIGNAL STATUS INFORMATION AND SET-UP OF A VIRTUAL PRIVATE NETWORK TH[S MEMORANDUM OF UNDERSTANDING (this `MOU") is made and entered into on this day of 2015 ("Effective Date') by and between the CITY OF CAMPBELL, CALIFORNIA, a municipal corporation of the State of California (hereinafter 'CITY") and the COUNTY OF SANTA CLARA, CALIFORNIA (hereinafter 'COUNTY"). CITY and COUNTY may be referred to herein individually as a 'Party' or collectively as the `Parties" or the 'Parties to this MOU RECITALS WHEREAS, CITY manages the roadway and traffic signal system on local streets within the CITY limits and COUNTY manages the roadway and associated traftic signal system on the County-maintained expressways located within the CITY limits: WHEREAS, both CITY and COUNTY have each developed a Traffic Operations Center for the purpose of delivering an optimal system of roadway traffic flow monitoring and traftic management sen~ice; WHEREAS, both CITY and COUNTY have implemented an Advanced Transportation Management System ("ATMs") program to communicate with and operate their traftic signals; and WHEREAS, both CITY and COUNTY desire that their respective ATMs exchange information to coordinate their traffic signals to improve traffic flow and progression on their respective roadways. TERMS and CONDITIONS The Parties agree as follows: 1 TRAFFIC DATA SHARING Subject to the terms and conditions of this MOU each Party hereby authorizes the other Party to access and use such Party's ATMs Data. ATMs Data means real-time traffic signal timing data. ATMS Data excludes, and the County is not obligated to provide, access to any data containing images or video from the County's live traffic camera feeds. The County will provide a Virtual Private Network ("VPN") connection between CITY's ATMS traffic signal server (currently located at 70 North First Street, Campbell, CA 95008) and COUNTY'S ATMS traffic signal server (currently located at 1505 Schallenberger Road, San Jose, CA 95131) that will allow the servers to communicate and exchange the ATMS Data. The Parties intend that the VPN will remain up and functioning 24 hours per day every day of the year Each Party shall maintain its respective ATMS at its sole cost and expense. 2. 3. 4. The Parties agrees and acknowledges that the ATMS Data shared between the Parties may be used for traffic operations, traffic incident management, transportation, public safety emergency management, intelligent transportation systems and other related matters within the purview of the Parties' official functions. No Party shall use the other Party's ATMS Data for any other purpose without the express written approval of the other Party As consideration for the execution of this MOU and the access to and use of the ATMS Data, each Party agrees to use the ATMS Data in accordance with the terms and conditions of this MOU Both County and City make no warranties, whether express, implied, oral or written including, but not limited to, warranties of merchantability and fitness for a particular purpose, with respect to the service or services covered or furnished and the AIMS Data provided pursuant to this MOU The Parties further make no warranty that the ATMS Data will be provided in an uninterrupted manner or that the ATMS Data will be free of en•ors. ATMS Data is provided on an as is" and `with all faults" basis. TERM The initial term of this MOU is five years beginning on the Effective Date and will automatically renew for two consecutive five year terms, unless sooner terminated by the Parties. Any Party seeking non-renewal of this MOU shall notify the other Party in writing, not less than sixty (60) calendar days prior to the date that the then-current five year term is due to expire, of its •intent to not renew the MOU This MOU shall expire if the service is permanently discontinued. TERMINATION Either Party may terminate this MOU without cause by giving the other Party no less the than sixty (60) calendar days written notice. INDEPENDENT CONTRACTOR Each Party agrees that it is not an agent or employee of the other Party but an independent contractor with full rights to manage its employees subject to the requirements of the law 5. HOLD HARMLESS/INDEMNIFICATION In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the PARTIES pursuant to Government Code Section 895.6, the PARTIES agree that all losses or liabilities incurred by a PARTY shall not be shazed pro rata but instead the COUNTY and CITY agree that pursuant to Government Code Section 895 4, the PARTIES hereto shall fully indemnify and hold the other PARTY their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of [he indemnifying PARTY its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such pazty under this MOU No PARTY nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other PARTY hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to the other PARTY under this MOU In no event shall the Parties or any suppliers be liable for any damages, claim or loss incurred by another Party (including,, without limitation, compensatory incidental, indirect, special, consequential or exemplary damages, lost profits, lost sales or business, or loss of goodwill) resulting from loss of or inability to use the AIMS Data, irrespective of whether a Party and its suppliers 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, but without limitation, breach of contract, breach of warranty negligence, strict liability misrepresentation and any other causes of action. 6. FAIR EMPLOYMENT COUNTY AND CITY shall comply with all applicable Federal, State, and local laws in the performance of this MOU including but not limited to non-discrimination laws and maintain all licenses required by Federal, State, and local governments and regulatory agencies. 7 COUNTERPART/FACSIMILE SIGNATURE This MOU may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that signatures on this MOU, including those transmitted by facsimile, shall be sufficient to bind the Parties. 8. NO THIRD PARTY BENEFICIARY This MOU shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this MOU for any cause whatsoever 9 10. // // // // // // // // BUDGET CONTINGENCY Performance by the PARTIES pursuant to this MOU is contingent upon the appropriation of sufficient funds by such PARTY for the obligations covered by this MOU If funding is reduced or deleted by a PARTY for the obligations covered by this MOU the PARTIES may at its option and without penalty or liability terminate this MOU or offer an amendment to this MOU indicating the revised obligations. AMENDMENT l This MOU may be amended only by mutual written agreement. Any such amendment will be consistent with the purpose of this MOU // The PARTIES of this MOU acknowledge and accept the terms and conditions of this MOU as evidenced by the following signatures of their duly authorized representatives. It is the intent of the PARTIES that this MOU shall become operative on the Effective,Date. CITY OF CAMPBELL, CALIFORNIA a California municipal corporation APPROVED AS TO FORM. WILLIAM SELIGMANN City Attorney ATTEST TODD CAPURSO Public Works Director 70 North First Street Campbell, CA 95008 Telephone: (408) 866-2150 Fax: (408)376-0958 ANNE BYBEE City Clerk -`CITY" COUNTY OF SANTA CLARA, CALIFORNIA apolitical subdivision of the State of California APPROVED AS TO FORM AND LEGALITY E. RAY RUIZ Deputy County Counsel SILVIA GALLEGOS Deputy County Executive 70 West Hedding Street, 11`h Floor San Jose, CA 95110 MICHAEL MURDTER, Director Roads and Airports Department 101 Skyport Drive San Jose, CA 95110 Telephone: (408) 573-2400 Fax: (408)441'-0142 `COUNTY"