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HomeMy WebLinkAboutResolution - 2014-R0327 - Interlocal Agreement - TXDOT - ITS Data And ITS Hardware And Networks - 09/25/2014110WIGIR111mili BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: TI-lAT the Mayor of' the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of'Lubbock, an Interlocal Agreement between the City of Lubbock and the Texas Department of Transportation (TxDOT) concerning the sharing of Intelligent Transportation Systcm (ITS) Data and operation of ITS Hardware and Networks, TxDOT Contract No. 05-5TMF6002, Said Interlocal Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 25th day of September 2014. Gr,(Z'R0W--RTS0N, MAYOR ATTEST: P,h L Ree r';Garta, City Sccretary�,� VED ASAO CONTENT: ood Frajiklin, P.E., City Engineer Contract No.05-5TMF5002 Interlocal Agreement` Sharing ITS Data, and Operating ITS Hardware & Networks General Services Division — Contract Services Section Transmittal Form From: 5 — Lubbock District Contact Person: Wm. Frank Phillips, P.E. (District/Division/Office) Phone Number: 806 748-4471 Subject: Contract 05-5TMF5002 Continued operation of the Traffic Management Center (TMC) at the City of Lubbock Traffic Engineering office utilizing TxDOT's Intelligent Transportation System (ITS) within the city limits of Lubbock Contract Maximum Amount Payable:. Other Entity: City of Lubbock $450,000 Are any federal funds used in this contract? No Is the other party to this contract a county? No Does this contract involve the construction, improvement, or repair of a building or road? No If the answer to both questions is "Yes," a resolution, ordinance, or official meeting minutes from the Local Government's commissioners' court must be included as Attachment D. *Contract Services combined two previously existing stand-alone agreements into this single document: Interlocal Agreement + Agreement for Sharing Intelligent Transportation Systems (ITS) Data, including Video {with TxDOT logo}. Was this combined interlocal+license agreement format modified? Yes If modified, date of GSD -CS approval: Additionai modifications made to the template are as follows: Added the following from the I'LA template (1117/13) on CSO website; Article 24. License for TxDOT Logo Use Article 29. Noncollusion Article 31. Signatory Warranty Interlocal Agreement for Page 1 of 1 Sharing ITS Data. and Operating ITS Hardware & Networks 9-25-09 Rev Contract No.05-5TMF6002 THE STATE OF TEXAS § THE COUNTY OF TRAVIS § INTERLOCAL AGREEMENT Sharing ITS Data, and Operating ITS Hardware $ Networks THIS CONTRACT is entered into by the Contracting Parties under Government Code, Chapter 791. I. CONTRACTING PARTIES: Texas Department of Transportation TxDOT City of Lubbock Local Government II. PURPOSE: Operate the Traffic Management Center {TMC} at the City of Lubbock Traffic Engineering office utilizing TxDOT's Intelligent Transportation System (ITS) within the city limits of Lubbock. Ill. STATEMENT OF SERVICES TO BE PERFORMED: TxDOT and City of Lubbock will undertake and carry out services described in Attachment A, Scope of Services. IV. CONTRACT PAYMENT: The total amount of this contract shall not exceed $450,000 and shall conform to the provisions of Attachment g, Budget. Payments shall be billed monthly. V. TERM OF CONTRACT: Payment under this contract beyond the end of the current fiscal biennium is subject to availability of appropriated funds. If funds are not appropriated, this contract shall be terminated immediately with no liability to either party. This contract begins when fully executed by both parties and terminates five (5) years from that date, or when otherwise terminated as provided in this Agreement. VI. LEGAL AUTHORITY: TxDOT is the owner of Intelligent Transportation Systems (ITS) infrastructure being constructed along segments of the State Highway System throughout Texas, This ITS infrastructure, produces transportation -related information that is used for traffic management. TxDOT owns certain rights, title and interests related to the ITS infrastructure, including copyrights. THE PARTIES certify that the services provided under this contract are services that are properly within the legal authority of the Contracting Parties. The governing body, by resolution or ordinance, dated has authorized the Local Government to provide the scope of services, as shown in Attachment A This contract incorporates the provisions of Attachment A, Scope of Services , Attachment B, Budget; Attachment C, General Terms and Conditions; Attachment D, Resolution or Ordinance; Attachment E, Guidelines for Use of State Equipment and Infrastructure; Attachment F, Staffing Schedule. 6� Z Tyr. By ATTEST APPROVED AS TO CONTENT APPROVED AS TO FORM Date Date Date'�f,/'rLr' Date g_/ /-20/f/% FOR THE STATE OKTEXAS f Executed for the Executive Director and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission By Kenneth Stewart Director of Contract Services Date Interlocal Agreement for Page 1 of 1 Sharing ITS Data, and Operating ITS Hardware c& Networks 07-31-14 Rev Contract No.05-5TMF6002 ATTACHMENT A Scope of Services TxDOT hereby grants the Local Government a non-exclusive right, license, and privilege to obtain and share transportation -related information. Functional requirements for Facilities, Hardware, Software, and Communications are outlined below as applicable. Each party is financially responsible for their own activities as outlined below. PROVISION OF INFRASTRUCTURE By TxDOT By Local Government 1. Facilities - TxDOT will allocate $90,000 each year 1. Facilities - Provide the building and make any of the biennium for the operation and maintenance necessary improvements to their TMC control room of the TMC at the City of Lubbock's engineering at no cost to TxDOT. office. 2. Hardware - The Local Government is responsible for TxDOT will reimburse the Local Government for maintaining, in good condition, the hardware actual costs related to the Local Government's supplied to the Local Government by TxDOT. Intedowl Agreement for Page 1 of 2 Sharing ITS Data, and Operating ITS Hardware 8 Networks Attachment A RIGHTS GRANTED By TxDOT By Local Government 1. Facilities — Provide connection to TxDOT District 1. Facilities - The Local Government operates a TMC Advanced Traffic Management System (ATMS) local within their existing Traffic Engineering building to area network as a client(s) at a secure level to be conduct daily operations of TxDOT-Lubbock District determined by TxDOT. ITS Freeway Management within the city limits of 2. Hardware — Provide encoders, switches and Lubbock. convertors. 3. Software - Provide use of TxDOT Lonestar software as a client(s) at a secure level to be determined by TxDOT. 4. Communications - Provide configuration of a client workstation on the TxDOT District Closed Circuit Television (CCN) Cameras control software with privilege for camera selection and access to pan, tilt, and zoom at a secure level to be determined by TxDOT. Guidelines for use of pan, tilt, and zoom are listed in Attachment E; Provide configuration on the TxDOT Lubbock District Dynamic Message Sign (DMS) system and allow the City of Lubbock Traffic Engineering staff (TMC Operators) to post messages that are specific to incident management and traffic control. Emergency operations and security messages including but not limited to Amber Alert, Silver Alert, Blue Alert, Endangered Missing Persons Alert, Pandemic Flu, burn bans, flooding, etc. will be posted by TxDOT Lubbock District staff. TxDOT reserves the right to pre-empt any message display at any time with another message. Provide configuration to TxDOT's District radar vehicle detections system to monitor traffic flow characteristics including volumes, speeds and occupancy. PROVISION OF INFRASTRUCTURE By TxDOT By Local Government 1. Facilities - TxDOT will allocate $90,000 each year 1. Facilities - Provide the building and make any of the biennium for the operation and maintenance necessary improvements to their TMC control room of the TMC at the City of Lubbock's engineering at no cost to TxDOT. office. 2. Hardware - The Local Government is responsible for TxDOT will reimburse the Local Government for maintaining, in good condition, the hardware actual costs related to the Local Government's supplied to the Local Government by TxDOT. Intedowl Agreement for Page 1 of 2 Sharing ITS Data, and Operating ITS Hardware 8 Networks Attachment A responsibilities in the operations of the TMC. TxDOT will not charge administrative or other charges not identified in this agreement. 2. Hardware — The startup hardware and software was previously supplied to the City of Lubbock Traffic Engineering Department. Replacement equipment will be provided in accordance with TxDOT's refresh schedule. TxDOT will retain ownership of any equipment purchased by TxDOT for use at the TMC at the City of Lubbock, 3. Software - Provide software and support to allow The Local Government access to ITS systems and data. Contract No.05-5TMF6002 3. Software - Local Government will retain ownership of all city purchased software. Maintain and incur the costs of all city owned equipment located at their TMC or other city owned facilities and will retain ownership of all city purchased equipment, supplies and software. 4. Communications - The Local Government will maintain the TxDOT ITS fiber network; will provide certification of all fiber installations and repairs and will be reimbursed by TxDOT for their actual labor costs as defined in Attachment B, Budget. 5. The Local Government will provide proper documentation to TxDOT in the form of invoices, time sheets, etc, to justify reimbursement requests. TxDOT will retain ownership of and be responsible for the maintenance and operations of all ITS 6. software, and hardware located at TxDOT Lubbock's server room servers, decoders, etc.), and ITS field devices (dynamic message signs, closed circuit television cameras, microwave vehicle detection devices, etc.). 4. TxDOT or TxD07s contractor will be responsible for any damage done to fiber and/or signal cable lines located on TxDOT ROW. TxDOT will process any damage claims against the contractor in order to collect reimbursement for any associated costs. The Local Government in cooperation with TxDOT will utilize their membership in the Texas Excavation Safety System, Inc. (DigTess) to locate TxDOT-owned fiber optic and signal cable along ITS corridors and within the boundaries of signalized intersections within the city of Lubbock, The following is a list of parameters and commitments both parties agree to: a. When Dig Tess notifies the Local Government to locate underground infrastructure in TxDOT right-of-way (ROW), the Local Government will notify TxDOT, b. The Local Government and TxDOT will jointly locate TxDOT fiber and/or signal cable lines that are in TxDOT ROW, NON -MONETARY COMPENSATION By TxDOT By Local Government 1. TxDOT will design the TMC and specify, purchase 1. Staff and operate the TMC in accordance with the and install all equipment, hardware, software, and staffing schedule shown as Attachment E; the Local related communications. Government will submit changes to the hours of 2. Provide technical assistance to the Local operations to the TxDOT Lubbock District Engineer Government for operational management of the for prior approval. TMC, including training. 2. The Local Government agrees to give TxDOT voice 3. TxOOT will provide list of required information and/or visual credit (TxDOT Logo) for sharing the needed for inventory (i.e., type, manufacturer, information. TxDOT may transmit Lubbock District model, serial number). TMC ITS video information to the Local Government with an imbedded TxDOT Logo, The Local Government shall not block, modify, or remove the TxDOT Logo. 3. The Local Government will perform annual inventory of the hardware, software or other TxDOT equipment at the TMC and provide to TxDOT. Interlocal Agreement for Page 2 of 2 Sharing ITS Data, and Operating ITS Hardware & Networks Attachment A Contract No.05-5TMF6002 ATTACHMENT B Budget Reimbursements will be based on the actual costs and will not exceed $90,000 per fiscal year. Reimbursable charges for work performed by the City of Lubbock: ITS Operator Salary including benefits (TxDOT reimbursement not to exceed $76,600 for the first year with increases every year to reflect the change in the Federal Consumer Price Index for the remaining term of the contract) Fiber Network Maintenance Actual cost for fiber splicing not to exceed $30.00 per strand of fiber. Trouble shooting fiber will be reimbursed on a per hour basis for actual work charged based on the rate of pay of the City of Lubbock personnel. License Fee: TxDOT agrees to waive any monetary fee associated with the use of the Lubbock District TMC ITS Closed Circuit Television (CCN) Cameras. Interlocal Agreement for Page 1 of i Sharing ITS Data, and Operating ITS Hardware 8 Networks Attachment e Contract No.05-5TMF6002 ATTACHMENT C GENERAL TERMS AND CONDITIONS Article 1. Additional Work A. If the Local Government is of the opinion that any assigned work is beyond the scope of this contract and constitutes additional work, it shall promptly notify TxDOT in writing. The written notice shall present the relevant facts and show how the work constitutes additional work. B. If TxDOT in its sole discretion finds that the work does constitute additional work, TxDOT shall so advise the Local Government and a written amendment will be executed. The Local Government shall not perform any proposed additional work or incur any additional costs before the execution of an amendment. C. TxDOT shall not be responsible for actions by the Local Government or for any costs incurred by the Local Government relating to additional work that is performed before an amendment is executed or that is outside the scope of the contract, as amended. Article 2. Rights Granted TxDOT hereby grants the Local Government a non-exclusive right, license, and privilege worldwide to use all or portions of TxDOT's ITS Field Network and ITS Business Network for the purpose of obtaining and sharing transportation -related information. The Local Government agrees that this agreement does not transfer or convey any ownership or any rights other than those rights expressly granted by the agreement. A more detailed description of rights granted shall be provided in Attachment A, to this agreement, which is attached hereto and incorporated herein for all purposes. Article 3. Prohibition Against Videotaping of TxDOT Video Feed The Local Government further agrees that it shall not copy nor duplicate, or allow to be copied, any of the video feeds that are provided by TxDOT in connection with this agreement. Article 4. Provision of Infrastructure TxDOT may provide unused ITS infrastructure and TxDOT facilities to support the additional infrastructure when possible, and when deemed to be in the best interest of TxDOT. The Local Government agrees that the TxDOT does not guarantee the availability of the data or a minimum response time to reestablish the broadcastof the data due to network or system failures. As the use of the data will result in social, economic, and environmental mitigation, by increasing mobility and reducing congestion on public highways, the TxDOT agrees to waive any fees associated with the use of TxDOT property. A more detailed description of ITS infrastructure to be provided by each party is shown in Attachment A. The Local Government shall not place any objects or equipment in the State Right -of - Way or on any other TxDOT property without advance written permission from the District Engineer or designee. Article 5. Copyright Infringement The Local Government shall notify TxDOT of any infringement or potential infringement by a third party, of which it becomes aware, of the copyright or any other rights owned by TxDOT relating to the systems, including but not limited to hardware and software. The Local Government shall provide TxDOT, if feasible, any information or other assistance requested by TxDOT to assist in TxDOT's prosecution of any breaches or infringements. Article 6. Taxes and Fees The Local Government agrees to report to the appropriate taxation authority and pay all federal, state, and local taxes or fees that may be imposed by any governmental entity for the use of the license. Article 7. Assignment Prohibition The Local Government is prohibited from assigning the license or licensing any of the rights conferred by this agreement, to any third party. Notwithstanding the foregoing, the Local Government may assign its licensed rights to an affiliated corporate entity or to a purchaser of substantially all its assets without Interlocal Agreement for Page 1 of 6 Sharing ITS Data, and Operating ITS Hardware & Networks Attachment C Contract No.05-5TMF6002 TOOT'S consent, provided that TxDOT's rights under this agreement remain unaffected. Any assignments shall be subject to the terms and conditions of this agreement. Article 8. Amendments This contract may only be amended by written agreement executed by both parties before the contract is terminated. Article 9. Conflicts Between Agreements If the terms of this contract conflict with the terms of any other contract between the parties, the most recent contract shall prevail. Article 10. Nonconforming Work If the Local Government submits work that does not comply with the terms of this contract, TOOT shall instruct the Local Government to make any revisions that are necessary to bring the work into compliance with the contract. No additional compensation shall be paid for this work. Article 11. Termination This contract terminates at the end of the contract term, when all services and obligations contained in this contract have been satisfactorily completed, by mutual written agreement, or 30 days after either party gives notice to the other party, whichever occurs first. TOOT shall compensate the Local Government only for those eligible expenses that are incurred during this contract and that are directly attributable to the completed portion of the work covered by this contract and only if the work has been completed in a manner satisfactory and acceptable to TOOT. The Local Government shall neither incur nor be reimbursed for any new obligations after the date of termination. Termination of the agreement shall extinguish all rights, duties, obligations and liabilities of TOOT and Local Government of this agreement. All rights granted to the Local Government shall revert to TOOT as owner of the information. Upon termination of this agreement, the Local Government will immediately cease transmitting, using, distributing and/or modifying the electronic signals. Termination or expiration of this agreement shall not extinguish any of the Local Government's or TxDOT's obligation under this agreement which by their terms continue after the date of termination or expiration. Article 12. Indemnification To the extent permitted by law, the Local Government shall indemnify and save harmless TxDOT from any and all losses, liabilities, damages, claims, demands, costs, expenses, or other liabilities arising out of or connected with Local Government's possession or use of the information during the agreement including, but not limited to, any illegal or improper use of the information or any violation of right to privacy. The Local Government's indemnification of TOOT shall extend for a period of three (3) years beyond the termination of this agreement. The Local Government shall not be held responsible for any act or omission of any third party, including TOOT. The Local Government shall not be required to provide for the levy and collection of taxes sufficient to pay the interest and create a sinking fund for any debt or other obligation arising as a result of indemnification. Article 13. Funding TxDOT shall pay for services from appropriation items or accounts from which like expenditures would normally be paid. Payments received by the Local Government shall be credited to the current appropriation items or accounts from which expenditures of that character were originally made. If for any reason subcontractors and suppliers, if any, are not paid before TOOT reimburses the Local Government for their services, the Local Government shall pay the subcontractors and suppliers all undisputed amounts due for work no more than 10 days after the Local Government receives payment for the work unless a different time is specified by law. This requirement also applies to all lower -tier subcontractors and suppliers and must be incorporated in all subcontracts. If the Local Government fails to comply with this Article, TxDOT may withhold payments and suspend work until the subcontractors and suppliers are paid. The Local Government is authorized to submit requests for reimbursement no more frequently than monthly and no later than ninety (90) days after costs are incurred. Article 14. Basis for Calculating Reimbursement Costs TxDOT will reimburse the Local Government for actual costs incurred in carrying out the services authorized in Attachment A, Scope of Services, subject to the cost categories and estimated costs set Interlocal Agreement for Page 2 of S Sharing ITS Data, and Operating ITS Hardware & Networks Attachment C Contract No.05-5TMF6002 forth in Attachment B, Budget. TxDOT shall compensate the Local Government for only those eligible expenses incurred during this contract that are directly attributable to the completed portion of the work covered by this contract, provided that the work has been completed in a manner satisfactory and acceptable to TxDOT. The Local Government shall not incur or be reimbursed for any new obligations after the effective date of termination. The Local Government shall bill TxDOT for actual travel expenses, not to exceed the limits reimbursable under state law. Out-of-state or out -of -country travel by the Local Government requires prior approval by TxDOT. Article 15. Gratuities Any person who is doing business with or who reasonably speaking may do business with TxDOT under this contract may not make any offer of benefits, gifts, or favors to employees of TxDOT. The only exceptions allowed are ordinary business lunches and items that have received the advanced written approval of the Executive Director of the Texas Department of Transportation. Article 16. Conflict of Interest The Local Government shall not assign an employee to a project if the employee: A. owns an interest in or is an officer or employee of a business entity that has or may have a contract with the state relating to the project; B. has a direct or indirect financial interest in the outcome of the project; C. has performed services regarding the subject matter of the project for an entity that has a direct or indirect financial interest in the outcome of the project or that has or may have a contract with TxDOT; or D. is a current part-time or full-time employee of TxDOT. Article 17. Local Government Resources All employees of the Local Government shall have adequate knowledge and experience to enable them to perform the duties assigned to them. The Local Government certifies that it currently has adequate qualified personnel in its employment to perform the work required under this contract or will be able to obtain adequate qualified personnel from sources other than TxDOT. On receipt of written notice from TxDOT detailing supporting factors and evidence, the Local Government shall remove from the project any employee of the Local Government who is incompetent or whose conduct becomes detrimental to the work. Unless otherwise specified, the Local Government shall furnish all equipment, materials, supplies, and other resources required to perform the work. Article 18, Assignment Subcontracts A subcontract may not be executed by the Local Government without prior written authorization by TxDOT. Subcontracts in excess of $25,000 shall contain all applicable terms and conditions of this contract. No subcontract will relieve the Local Government of its responsibility under this contract. Neither party shall assign any interest in this agreement. Article 19. Responsibilities of the Parties Each party acknowledges that it is not an agent, servant, or employee of the other party. Each party is responsible for its own acts and deeds and for those of its agents, servants, or employees. Article 20. Disputes The Local Government shall be responsible for the settlement of all contractual and administrative issues arising out of procurements entered in support of contract services. TxDOT shall be responsible for the settlement of any dispute concerning this contract unless the dispute involves a subcontract. Article 21. Remedies Violation or breach of contract by the Local Government shall be grounds for termination of the agreement. Any increased costs arising from the Local Government's default, breach of contract or violation of contract terms shall be paid by the Local Government. Article 22. Confidentiality The Local Government shall not disclose information obtained from TxDOT under this contract without the express written consent of TxDOT. Interlocal Agreement for Page 3 of 6 Sharing ITS Data, and Operating ITS Hardware 8 Networks Attachment C Contract No.05-5TMF6002 Article 23. Procurement and Property Management Standards The parties shall adhere to the procurement standards established in Title 49 CFR §18.36 and to the property management standards established in Title 49 CFR §18.32. The Local Government shall not sell the equipment provided under this agreement or convert or use the equipment for purposes other than the intended purpose specified in this agreement. The Local Government shall return unused equipment to TxDOT. Article 24. License for TxDOT Logo Use A. Grant of License; Limitations. The Local Government is granted a limited revocable non-exclusive license to use the registered TxDOT trademark logo (TxDOT Flying "T") on any deliverables prepared under this contract that are the property of the State. The Local Government may not make any use of the registered TxDOT trademark logo on any other materials or documents unless it first submits that request in writing to the Stale and receives approval for the proposed use. The Local Government agrees that it shall not alter, modify, dilute, or otherwise misuse the registered TxDOT trademark logo or bring it into disrepute. B. Notice of Registration Required: The Local Government's use of the Flying 'T' under this article shall be followed by the capital letter R enclosed within a circle (0) that gives notice that the Flying'T' is registered in the United States Patent and Trademark Office (USPTO). C. No Assignment or Sublicense. The Local Government may not assign or sublicense the rights granted by this article without the prior written consent of the Slate. D. Term of License. The license granted to the Local Government by this article shall terminate at the end of the term specified by this contract. Article 25. Records and Ownership A. The Local Government agrees to maintain all books, documents, papers, accounting records, and other evidence pertaining to costs at its office during the contract period and for four years from the date of final payment under the contract. These materials shall be made available for inspection and copying by TxDOT, by the State Auditor's Office, and by their authorized representatives. If the contract is federally funded, these materials shall also be made available for inspection and copying by the U.S. Department of Transportation and by the Office of the Inspector General. B. After completion or termination of this contract, all documents prepared by the Local Government or furnished to the Local Government by TxDOT shall be delivered to and become the property of TxDOT. All sketches, photographs, calculations, and other data prepared under this contract shall be made available, on request, to TxDOT without restriction or limitation of further use. C. TxDOT shall own all title to, all interests in, all rights to, and all intellectual property (including copyrights, trade and service marks, trade secrets, and patentable devices or methods) arising from or developed under this contract. D. Except to the extent that a specific provision of this contract states to the contrary, all equipment purchased by TxDOT or by the Local Government or its subcontractors under this contract shall be owned by TxDOT and will be delivered to TxDOT at the time the contract is completed or terminated. E. The State Auditor may conduct an audit or investigation of any entity receiving funds from TxDOT directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly under the contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the State Auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the State Auditor with access to any information the State Auditor considers relevant to the investigation or audit. Article 26. Reference to Costs Principles and Circulars Reimbursement with state or federal funds will be limited to costs determined to be reasonable and allowable under cost principles established in OMB Circular A-21, "Cost Principles for Educational Institutions," or OMB Circular A-87, "Cost Principles for State and Local Governments." The parties shall Interlocal Agreement for Sharing ITS Data, and Operating ITS Hardware 8 Networks Contract No.05-5TMF6002 comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in OMB Circular A-133. Article 27. Equal Employment Opportunity The Local Government agrees to comply with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 and as supplemented by Department of Labor regulations, 41 CFR Part 60. The Local Government agrees to consider minority universities for subcontracts when the opportunity exists. The Local Government warrants that it has developed and has on file appropriate affirmative action programs as required by applicable rules and regulations of the Secretary of Labor. Article 28. Nondiscrimination A. The Local Government shall comply with the regulations of the U.S. Department of Transportation relating to nondiscrimination in federally -assisted programs, including 49 CFR, Part 21; 23 CFR, Subchapter C; and 41 CFR, Part 60-74 (the Regulations). B. The Local Government, with regard to the work performed during this agreement, shall not discriminate on the basis of race, color, sex, national origin, age, religion, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. C. In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurements of materials and leases of equipment, but not including routine purchase orders, each potential subcontractor or supplier shall be notified by the Local Government of the Local Government's obligations under this agreement and the Regulations. D. The Local Government shall provide all information and reports required by the Regulations and directives issued under the Regulations and shall permit access to its books, records, accounts, other sources of information, and facilities as may be determined by the Texas Department of Transportation or the U.S. Department of Transportation to be pertinent to ascertain compliance with the Regulations or directives. If any information required of the Local Government is in the exclusive possession of another who fails or refuses to furnish this information, the Local Government shall so certify to the Texas Department of Transportation or the U.S. Department of Transportation, whichever is appropriate, and shall set forth what efforts the Local Government has made to obtain the requested information. E. In the event of the Local Government's noncompliance with the nondiscrimination provision of this agreement, the Texas Department of Transportation shall impose such sanctions as it or the U.S. Department of Transportation may determine to be appropriate. F. The Local Government shall include the provisions of paragraphs A through E in every subcontract, including procurements of materials and leases of equipment, except routine purchase orders, unless exempt by the Regulations or directives. The Local Government shall take such lawful action with respect to any subcontract or procurement as the Texas Department of Transportation may direct as a means of enforcing these provisions, including sanctions for noncompliance. In the event the Local Government becomes involved in or is threatened with litigation with a subcontractor or supplier as a result of directions given by TxDOT, the Local Government may request the Texas Department of Transportation to enter into the litigation to protect the interests of the State. In addition, the Local Government may request the United States to enter into litigation to protect the interests of the United States. Article 29. Noncollusion The Performing Agency warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Performing Agency, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. If the Performing Agency breaches or violates this warranty, the Texas Department of Transportation shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, brokerage fee, contingent fee, or gift. Interlocal Agreement far Page 5 of 6 Sharing ITS Data, and Operating ITS Hardware It Networks Attachment C Contract No.05-5TMF6002 Article 30. Compliance with Laws The parties shall comply with all federal, stale, and local laws, statutes, ordinances, rules, and regulations and with the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of this agreement. After receiving a written request from TxDOT, the Local Government shall furnish TxDOT with satisfactory proof of its compliance with this Article. Article 31. Notices All notices to either party shall be delivered personally or sent by certified U.S. mail, postage prepaid, addressed to that party at the following address: TxDOT Texas Department of Transportation Lubbock District ATTN: Director of Transportation Operations 135 Slaton Highway Lubbock, TX 79404 Local Government City of Lubbock ATTN: City Secretary P.O. Box 2000 Lubbock, TX 79457 With copies to: City of Lubbock ATTN:City Engineer P.O. Box 2000 Lubbock, TX 79457 All notices shall be deemed given on the date delivered in person or deposited in the mail. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that notices shall be delivered personally or by certified U.S. mail, and that request shall be carried out by the other party. Article 32. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented. Interlocal Agreement for Page 6 of 6 Sharing ITS Data, and Operating ITS Hardware 8 Networks Attachment C Contract No.05-5TMF6002 Attachment D Resolution or Ordinance Intedocal Agreement for Page 1 of 1 Sharing ITS Data. and Operating ITS Hardware & NetwoAas Ahachment 0 Contract No.05-5TMF6002 ATTACHMENT Guidelines for Use of State Equipment and Infrastructure ITS FIELD EQUIPMENT: Closed Circuit Television (CCTV) Cameras; Dynamic Message Signs (DMS): Radar Vehicle Detection Systems (RVDS) 1. During the normal operating hours of the TMC, operational, access shall generally be limited to TxDOT, City of Lubbock Traffic Engineering and the City of Lubbock Police Department. This is the case during peak and non -peak hours. Peak traffic flow is considered to exist regularly during two periods of the day, Monday through Friday. In general, one period of peak traffic flow exists in the early morning and the other period of peak traffic flow exists in the late afternoon. Additional periods of peak traffic flow may exist at other times during the weekday and weekend due to special events and public gatherings. Precise times of regular and additional anticipated peak periods of traffic flow shall be the sole determination of TxDOT and may change from time to time. 2. During an incident, operational access shall be extended to emergency service agencies in addition to TxDOT and the City of Lubbock Traffic Engineering staff. An incident is defined as any condition in which traffic flow is not normal. As an example, abnormal traffic flow could be caused by debris in the road, such as a mattress or board, or could be caused by non-recurring congestion, such as on- lookers to an automobile accident, public gathering, construction, or roadway maintenance. The duration of the incident shall be considered complete once any TxDOT, City of Lubbock and/or emergency service personnel and vehicles have departed from the incident scene and traffic flow has returned to normal. 3. Only TxDOT and the City of Lubbock Traffic Engineering staff shall have operational control of the DMS system. Verbiage used in posting messages shall be limited to either those in a pre -approved library or specific to incident control for a given situation or broad general traffic and safety information, the intent and nature of which is approved by TxDOT. Changes to DMS messages or settings for any non -transportation related information purpose is forbidden at any time. A single breach of any of the above guidelines shall be grounds to immediately withdraw the privilege of DMS control. 4. During the hours in which the TMC is closed, the City of Lubbock Police Department and the Emergency Operations (TMC) staff will have Pan, Tilt, and Zoom control of the CCTV cameras for broad general traffic information as it relates to visual detailed information of an incident or other situations which impact the flow of traffic. CCN pan, tilt, and zoom for enforcement and any non -transportation related information purpose is forbidden at any time. A single breach of any of the above guidelines shall be grounds to immediately withdraw the privilege of pan, tilt, and zoom. 5. Access to ITS field equipment may be withdrawn at anytime by TxDOT without notice if access is determined to not be in the best interest of TxDOT. HARDWARE FOR CONTROL OF TxDOT TMC OPERATIONS 1. Equipment —TxDOT equipment to be furnished to the Local Government is listed separately in Attachment A, Scope of Services. TxDOT retains full and complete title in the equipment and nothing in this agreement shall grant to the Local Government, its officers or employees ownership in the TxDOT equipment. 2. State Equipment Procurement — TxDOT shall purchase all hardware, software, and communications that it determines is needed to support the TxDOT ITS TMC operations in approved Local Government office locations. 3. Equipment Installation — TxDOT will provide for the installation of the equipment in the approved Local Government office locations. TxDOT will not pay for any Local Government employee's time Interlocal Agreement for Page 1 of 2 Sharing ITS Date, and Operating ITS Hardware & Networks Attachment E Contract No.05-5TMF6002 expended, any physical alterations the Local Government may make to its offices to accommodate the TOOT or Local Government equipment, or for the installation of Local Government workstations. 4. Programming — TOOT will perform all computer programming needed for the development and continued support of the TOOT statewide ITS software. 5. Maintenance — TOOT will provide maintenance required for the equipment during the term of the agreement. Provisions will be made by TOOT for the timely repair or replacement of the TxDOT equipment. TOOT will also provide the Local Government with ongoing basic maintenance support for the software installed on TOOT equipment. The Local Government shall be responsible for full repair or replacement costs for TxDOT equipment in the event the equipment placed under Local Government control is damaged or lost. The repair cost shall be determined by TOOT. The replacement cost shall be determined by the cost of equivalent equipment under contract at the time the damage or loss occurs. In addition, the Local Government shall be responsible for any service costs resulting from problems caused by unauthorized software or hardware residing on the TOOT or Local Government workstations. The TOOT equipment will be monitored and any unauthorized software which is detected will be removed. The Local Government's payment for repair or replacement costs for damaged or lost TxDOT equipment, or service costs resulting from problems caused by unauthorized software residing on TOOT workstations, or installation of unauthorized hardware on the TOOT equipment, shall be remitted to TOOT by the Local Government within 30 days of written request by TOOT. 6. Equipment Movement — The Local Government shall notify TOOT of its intent to add, move, close, or remodel (if equipment or cabling is affected) any Local Government office in which TOOT or Local Government equipment is currently installed, or will need to be installed or removed. Notification must be in writing and shall be submitted prior to the anticipated date the change will occur. Minimum notification periods: 30 days in the case of an office close or remodeling; 90 days in the case of an office location change; 180 days in the case of an additional office location. 7. Unauthorized Use of Equipment — Unauthorized entry into TxDOT equipment for any reason, including but not limited to attempts to repair the hardware or load unapproved software, is expressly prohibited. Use of TxDOT equipment to connect or access other automated systems is subject to prior approval of TxDOT in writing. 8. Electrical Requirements — The Local Government shall meet and maintain minimum office electrical requirements as specified by TxDOT for operation of the equipment. The Local Government shall be responsible for the payment of all electrical power costs resulting from the operation of the TOOT equipment. Unless otherwise specified by TxDOT, TxDOT equipment shall remain operating 24 hours a day, 7 days a week. 9. Access — TOOT is authorized unlimited physical access to TxDOT equipment at the Local Government office locations during regular Local Government business hours to perform a physical inventory and unrestricted remote access for upgrades and maintenance. 10. Training — TxDOT shall provide on-site training for the Local Government's employees on the TxDOT statewide ITS system. TOOT will provide the Local Government with reference materials and continuing training/advisory support for the system. Intedowl Agreement for Shadng ITS Data, and Operating ITS Hardware & Networks Contract No.05-5TMF6002 ATTACHMENT Staffing Schedule There will be a minimum of one employee on duty during the hours and days listed below. The Manager will provide additional staffing on an as needed basis during the hours of operations and for special events. Special events will be coordinated with TxDOT staff in advance to ensure proper management of traffic flow. Monday 7:00 a.m. to 6:30 p.m. Tuesday 7:00 a.m. to 6:30 p.m. Wednesday 7:00 a.m. to 6:30 p.m. Thursday 7:00 a.m. to 6:30 p.m. Friday 7:00 a.m. to 6:30 p.m. The TMC will be closed each day the City of Lubbock observes the following holidays: • New Year's Day • Martin Luther King Day • Good Friday • Memorial Day • Independence Day, July 4th • Labor Day • Thanksgiving Day, and the day after Thanksgiving • Christmas Eve and Christmas Day. Operation of the system after hours will be handled through an on-call network using a remote computer to access and operate the ITS field devices. Interlocal Agreement for Page 7 of 1 Sharing ITS Data, and Operating ITS Hardware 8 Networks Attachment F