MEMORANDUM OF UNDERSTANDING {MOU) NO. 80.09.02
BETWEEN
CITY OF CONCORD, CITY OF HERCULES, CITY OF LAFAYETTE, TOWN OF MORAGA, CITY OF ORINDA,
CITY OF PINOLE, CITY OF PITTSBURG, CITY OF SAN PABLO, AND CONTRA COSTA TRANSPORTATION
AUTHORITY FOR THE STREETLIGHT DATA AND SERVICES SUBSCRIPTION AND
COST SHARING COMMITMENT
This MOU commences on July 21, 2021 by and among the cities and towns listed immediately below, referred to herein individually as a "Jurisdiction" or collectively as "Jurisdictions," and the Contra Costa Transportation Authority {CCTA), a California public agency with offices at 2999 Oak Rd #100, Walnut Creek, CA 94597.
Participating Jurisdictions:
City of Concord
City of Hercules
City of Lafayette
Town of Moraga
City of Orinda
City of Pittsburg
City of Pinole
City of San Pablo
The Jurisdictions and CCTA are referred to herein collectively as the "Parties" or individually as a "Party." WHEREAS, CCTA is interested in a countywide subscription for Location-based Big Data and Services to conduct transportation planning and operational analysis throughout the county; and WHEREAS, CCTA plans to enter into a contract with Streetlight Data, Inc. (Streetlight Data) for a one-year period at a cost of $502,500; and
WHEREAS, on or about July 21, 2021, CCTA plans to execute the Subscription Order Form (Subscription Order) included as Attachment A to this MOU, governing access to and use of Streetlight Data products; and
WHEREAS, CCTA negotiated a Master Data Access Agreement (Master Agreement) incorporated herein Attachment A to this MOU and, governing access to and use of Streetlight products on behalf of participating member agencies; and
WHEREAS, as part of the Master Agreement and Subscription Order, CCTA obtained ongoing customer services and technical support from Streetlight, as described in Exhibit A to Attachment A; and WHEREAS, if additional jurisdictions desire to join the Streetlight Data subscription, the cost share for each current participating agencies will be adjusted accordingly to reflect the additional jurisdiction's contributions; and
ATTACHMENT B
NOW, THEREFORE, IT IS HEREBY AGREED by the Parties of this MOU as follows:
1. PROJECT COSTS
The Parties have agreed to a cost-sharing model to cover the expense of the Streetlight Data services to be obtained by CCTA pursuant to the Subscription Order and Master Agreement (Attachment A) between Streetlight Data and CCTA. The total Project cost for one year of service is $550,000. Taking into account CCTA's previous subscription proration amount of $47,500, the resulting net total Project cost for one year of service totals $502,500. The Parties each agree to contribute the following amounts for the Project.
Agency
CCTA
City of Concord
City of Pittsburg
City of Hercules
City of San Pablo
City of Lafayette
Town of Moraga
City of Pinole
City of Orinda
2. CONTINUING PARTICIPATION AND COST SHARING
Proportional Share
$360,000
$45,000
$45,000
$15,000
$15,000
$10,000
$5,000
$5,000
$2,500
The initial term of services from Streetlight Data is one year, from July 21, 2021, through July 20, 2022.
Beginning no later than April 21, 2022 (90 days prior to the expiration of the term), the Parties agree to negotiate in good faith to determine whether to continue services and to affirm their financial commitment. Any extension of services and associated financial commitment beyond the initial term shall be memorialized in the form of a written amendment to this MOU.
3. CCTA RESPONSIBILITIES
A. CCTA will serve as the lead agency for the PROJECT and will retain Streetlight Data to provide the services described in Attachment A, attached hereto and incorporated herein, for the benefit of the Parties.
B. CCTA will administer the user domains obtained through the subscription, as described in Attachment A, in collaboration with the Jurisdictions and CCTA's discretion. Each participating Jurisdiction will receive a minimum of two user domains for its use.
C. No later than 90 days prior to the termination date of the Streetlight Data Master Agreement and Subscription Order, CCTA will conduct an evaluation of the services provided by Streetlight Data . CCTA will lead the review of services provided and, together with all Parties, determine whether to continue the services via amendment or subsequent MOU.
6. TERM/TERMINATION
The Parties
understand and agree that the one-year Streetlight Data subscription will begin July 21, 2021 and will terminate July 20, 2022, unless further extended through an amendment to this .
Jurisdictions may opt out of this MOU with 30 days written notice MOU by mutual written agreement of the Parties wishing to move forward prior to the subscription termination date.
7. METHOD OF PAYMENT
Each Jurisdiction will select one of the methods of payment described below and indicate its preferred method of payment on the signature page of this MOU.
A. Each Jurisdiction agrees to reimburse CCTA for expenses for the Project in the amount specified for the relevant Jurisdiction in Section 1. CCTA will submit one invoice to each Jurisdiction, accompanied by the paid invoice issued by CCTA to Streetlight Data, as documentation that services were paid for by CCTA. Upon receipt of the invoice and accompanying documentation, the Jurisdiction will pay the proportional share specified in Section 1 and claimed under the invoice, within thirty (30) days of receipt of the invoice, delivered or mailed to the Jurisdiction at the address indicated on the signature page of this MOU, or B. The Jurisdiction agrees that CCTA will deduct the expenses for the Project in the amount specified for the relevant Jurisdiction in Section 1 from the Measure J disbursement to each Jurisdiction by CCTA. The Jurisdiction agrees that CCTA may continue such deductions in future years, if the Jurisdiction remains a participant in an amended or successor MOU.
8. NOTICES
All notices required under this MOU shall be in writing and delivered in person or mailed to each Party at its respective address indicated on the signature page for each Party.
9. RELATIONSHIP OF THE PARTIES
It is understood that Streetlight Data is an Independent Consultant to CCTA, and that CCTA is facilitating access to the services and data products, and this MOU is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever among the Parties or Streetlight Data.
10. ASSIGNMENT
No Party may assign, transfer, or otherwise substitute its interest or obligations in this MOU without the prior written consent of the other Parties.
11. DISPUTE RESOLUTION
Should any dispute arise out of this MOU, including but not limited to claims that any of the Parties failed to meet its obligations established by this MOU, the Parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. The costs of the mediator, if any, shall be paid for by each Party on an equal basis. No Party shall be permitted to file legal action without first meeting in mediation and maintaining a good faith attempt to reach a mediation resolution. Each Party will bear its own attorneys' fees in connection with the mediation, if any. Should the Parties not resolve the dispute through mediation, all Parties retain their rights to pursue remedies in court.
12. HOLD HARMLESS/INDEMNITY
A. It is understood and agreed that each Party will fully defend, indemnify, and save harmless the other Parties and all of their board members, council members, commissioners, officers, agents, and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by the indemnifying Party and/or its agents under this MOU or related to its access to or use of data or services provided pursuant to the Streetlight Data Master Agreement or Subscription Order.
B. This Section 12 will survive termination or expiration of this MOU.
13. COMPLIANCE WITH ALL LAWS
The Parties must comply with all applicable laws and regulations at all times.
14. LIMITATION ON LIABILITY
No Party will be liable for any other Party's use, modifications, or re-use of products for any purpose other than those specifically intended pursuant to this MOU and/or the Streetlight Data Master Agreement and Subscription Order.
15. GENERAL PROVISIONS
A. This MOU, including Attachment A attached hereto and incorporated herein by reference, constitute the sole agreement of the Parties with regard to the matters covered in this MOU, and correctly states the rights, duties, and obligations of each Party as of the document's date.
Any prior agreement, promises, negotiations or representations between the Parties not expressly stated in this MOU are not binding. All subsequent amendments shall be in writing and signed by the Parties. In the event of a conflict between the terms, conditions or specifications set forth herein shall prevail.
B. Headings in this MOU are for convenience only and not intended to define, interpret, or limit the terms and conditions herein.
C. This MOU is intended for the sole benefit of the Parties and is not intended to nor shall be construed to confer any benefit or create any right in any third party.
D. If any provision of the MOU or the application thereof to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this MOU, or the application of such provision to persons, entities, or circumstances, other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each other provision of this MOU shall be valid and be enforceable to the fullest extent permitted by law.
E. This MOU may be executed in one or more counterparts, each of which shall be considered an original and all of which shall constitute a single instrument.
Contra Costa Transportation Authority:
By: __________________________
Title: Teresa Gerringer, Authority Chair
Date: _______________
Contra Costa Transportation Authority (as to form)
By:
Date: _______________
All notices shall be made to the following address and point of contact:
To:
Contra Costa Transportation Authority
2999 Oak Road, Suite 100
Walnut Creek, CA 94597
Attention: John Hoang, Director, Planning
Email: [email protected]
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] Title:
__________________________
Tarienne Grover, Clerk of the Board
September 01, 2021
E-SIGNED by tgrover ccta
on 2021-09-01 00:06:56 GMT
August 31, 2021
E-SIGNED by Teresa Gerringer
on 2021-08-31 20:42:55 GMT
September 20, 2021
E-SIGNED by Valerie Barone
on 2021-09-20 17:25:58 GMT
9 City of Pittsburg:
By:
Title:
Date:
__________________________
Richard Abono, Director of Public Works/City Engineer
_______________
All notices shall be made to the following address and point of contact:
To: City of Pittsburg
65 Civic Avenue
Pittsburg, CA 94565
Attention: Nhat Phan, Associate Engineer
Email: [email protected]
Method of Payment: Invoice
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] August 30, 2021
E-SIGNED by Richard Abono
on 2021-08-30 23:47:43 GMT
August 27, 2021
E-SIGNED by Robert Reber
on 2021-08-27 17:20:22 GMT
September 13, 2021
E-SIGNED by Matt Rodriguez
on 2021-09-13 16:23:40 GMT
August 31, 2021
E-SIGNED by Niroop Srivatsa
on 2021-08-31 22:50:56 GMT
September 07, 2021
E-SIGNED by Afshan Hamid
on 2021-09-07 19:40:14 GMT
14 City of Orinda:
By: __________________________
Title: David Biggs, City Manager
Date: _______________
All notices shall be made to the following address and point of contact:
To: City of Orinda
22 Orinda Way
Orinda, CA 94563
Attention: Jason Chen, City Engineer
Email: [email protected]
Method of Payment: Invoice
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] September 07, 2021
E-SIGNED by David Biggs
on 2021-09-07 17:35:38 GMT
September 14, 2021
E-SIGNED by Andrew Murray
on 2021-09-14 23:16:14 GMT
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