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
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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
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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"