This action is to approve a license agreement between the County of Los Angeles and the Los Angeles County Metropolitan Transportation Authority to exchange traffic-related data with Google for the Waze application program. SUBJECT April 18, 2017 The Honorable Board of Supervisors County of Los Angeles 383 Kenneth Hahn Hall of Administration 500 West Temple Street Los Angeles, California 90012 Dear Supervisors: APPROVE THE WAZE SUBLICENSE AGREEMENT BETWEEN THE COUNTY OF LOS ANGELES AND THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY TRANSPORTATION CORE SERVICE AREA (ALL SUPERVISORIAL DISTRICTS) (3 VOTES) CIO RECOMMENDATION: APPROVE (X) APPROVE WITH MODIFICATION ( ) DISAPPROVE ( ) IT IS RECOMMENDED THAT THE BOARD: 1. Find this license agreement is not a project under the provisions of the California Environmental Quality Act. 2. Approve and authorize the Director of Public Works, or his designee, to execute the license agreement with the Los Angeles County Metropolitan Transportation Authority for the Waze traveler information system.
Transcript
This action is to approve a license agreement between the County of Los Angeles and the Los Angeles County Metropolitan Transportation Authority to exchange traffic-related data with Google for the Waze application program.
SUBJECT
April 18, 2017
The Honorable Board of SupervisorsCounty of Los Angeles383 Kenneth Hahn Hall of Administration500 West Temple Street Los Angeles, California 90012 Dear Supervisors:
APPROVE THE WAZE SUBLICENSE AGREEMENT BETWEEN THE COUNTY OF LOS ANGELES AND THE
LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY TRANSPORTATION CORE SERVICE AREA
1. Find this license agreement is not a project under the provisions of the California Environmental Quality Act.
2. Approve and authorize the Director of Public Works, or his designee, to execute the license agreement with the Los Angeles County Metropolitan Transportation Authority for the Waze traveler information system.
fhernandez
AdoptLori
fhernandez
Typewritten Text
39 April 18, 2017
PURPOSE/JUSTIFICATION OF RECOMMENDED ACTION
The purpose of the recommended actions is to enter into an agreement with the Los Angeles County Metropolitan Transportation Authority (LACMTA) to sublicense Google's Waze data for use by the County. Waze is the world's largest community-based real-time traffic and navigation service. Under the enclosed license agreement (Enclosure A), Public Works will provide Waze with real-time transportation data, such as traffic incident, road-closure information, and potentially traffic signal outages. In exchange, Waze will provide data feed, which can be incorporated into Public Works' traffic management system, enabling the receipt of incident information on arterials. This information is currently not available to Public Works. Receipt of this information will enable proactive traffic signal timing responses to observed congestion or incidents. Other interested County departments may also participate in the exchange of Waze data through this license agreement.
Implementation of Strategic Plan GoalsThe County Strategic Plan directs the provision of Strategy II.3 – Make Environmental Sustainability our Daily Reality, as the improvements to traffic management system will provide improved traffic flow for the traveling public, which will reduce vehicle delay and emissions. The recommended action also supports Strategy III.2 – Embrace Digital Government for the Benefit of our Internal Customers and Communities, since enhancing our traffic management system through exchanging data on additional technological platforms that will provide reduced travel time for the public.
FISCAL IMPACT/FINANCING
There will be no impact to Public Works with the execution of this agreement.
FACTS AND PROVISIONS/LEGAL REQUIREMENTS
On November 4, 2014, LACMTA, in its capacity as the administrator of the Regional Integration of Intelligent Transportation Systems, entered into a Transportation Data Cross-License Agreement with Google, Inc., whereby Google licensed use of the Waze data to LACMTA and permitted LACMTA the right to sublicense Waze data to other government agencies within the County. The license agreement, which has been reviewed and approved as to form by County Counsel, is enclosed.
The license agreement authorizes Public Works and other interested County departments to exchange and utilize Waze data and to document the roles and responsibilities of LACMTA and the County when using the data collected through the Waze application. The City of Los Angeles, LACMTA, and the California Department of Transportation have also entered into agreements to receive Waze data.
The County Chief Information Office has reviewed this Board letter and recommends approval. Its Analysis is enclosed as Enclosure B.
ENVIRONMENTAL DOCUMENTATION
The proposed action is not a project pursuant to the California Environmental Quality Act because it is an activity that is excluded from the definition of a project by Section 15378(b) of the California Environmental Quality Act Guidelines. This proposed activity is an administrative activity of government, which will not result in direct or indirect physical changes to the environment.
The Honorable Board of Supervisors4/18/2017Page 2
IMPACT ON CURRENT SERVICES (OR PROJECTS)
There will be no negative impact on current County services or projects during the performance of the services under the license agreement.
CONCLUSION
Please return one adopted copy of the Board letter, one original and one copy of the license agreement to Public Works, Traffic and Lighting Division.
LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY
TO THE
COUNTY OF LOS ANGELES
This Waze License Agreement (the "Agreement") is between the Los Angeles County MetropolitanTransportation Authority ("LACMTA") in its capacity as the Administrator of the Regional Integration ofIntelligent Transportation Systems ("RIITS"), located at 1 Gateway Plaza, Los Angeles, CA 90012 andthe County of Los Angeles, a government agency, through its Department of Public Works ("County"),located at 900 South Fremont Avenue, Alhambra, California 91809. This Agreement will be effective onthe last date of signatures below (the "Effective Date").
Recitals
WHEREAS, LACMTA and the County (individually a "Party" and collectively the "Parties") desire to enterinto this Agreement to set forth their understanding and respective responsibilities;
WHEREAS, Google, Inc. ("Google") operates a mobile, real-time traffic and navigation service called"Waze";
WHEREAS, Waze collects traffic incident and road-closure data in various cities, including cities withinthe Territory;
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 publicagencies (collectively referred to as "Source Agencies") have established RIITS to exchange real-timetransportation data, including, but not limited to, traffic incident and road-closure data collected by theSource Agencies in the Territory (the "Transportation Data");
WHEREAS, a Configuration Management Committee ("CMC") was established by the Source Agenciesto oversee RIITS;
WHEREAS, the CMC named LACMTA the RIITS Administrator and delegated to LACMTA as the RIITSAdministrator the authority to administer, maintain, operate, manage and monitor RIITS access; codifysystem changes, process standard service agreements with third parties, and enforce the terms andconditions of the service agreements;
WHEREAS, LACMTA, in its capacity as the RIITS Administrator, and Google entered into aTransportation Data Cross-License Agreement on November 4, 2014 whereby Google licensed use of theWaze Data to LACMTA and permits LACMTA to sublicense Waze Data to Government Agencies;
WHEREAS, the County is a Government Agency that has expressed an interest in obtaining Waze Dataand Brand Features for the Territory;
WHEREAS, Google has approved the County to receive, access, and use Waze Data as a GovernmentAgency under the Transportation Data Cross-License Agreement;
WHEREAS, Subject to the terms of this Agreement and per the Transportation Data Cross-LicenseAgreement between LACMTA and Google, Inc., LACMTA desires to non-exclusively license Waze Data
Page 1 of 9
and Brand Features to the County;
WHEREAS, the Parties desire to enter into this Agreement to set forth their understanding and respectiveresponsibilities;
NOW, THEREFORE, the Parties agree hereto:
1. Definitions.
1.1 "Beta Features)"means features that are expressly identified as "experimental" or "Beta", andare therefore unsupported.
1.2 "Brand Features" means either Party's trade names, trademarks, service marks, logos, domainnames, and other distinctive brand features.
1.3 "Government Agency" or °Government Agencies" means any government agency that hasbeen approved by Google in writing to receive, access and use Waze Data and who has enteredinto a sublicense with LACMTA pursuant to the terms of the Transportation Data Cross-LicenseAgreement.
1.4 "RIITS Data" means the current Transportation Data available through RIITS to informationservice providers that may be found by visiting www.riits.net and any other data that RIITSAdministrator makes available to Google pursuant to the Transportation Data Cross-LicenseAgreement.
1.5 "Territory" means State of California.
1.6 "Waze API" means aweb-based, password-protected, Waze application programming interfacethat gives application developers access to the Waze Data and servers.
1.7 "Waze Data" means the data relating to the Territory that Google makes available to GovernmentAgencies under this Agreement during the Term through the Waze API, including (a) trafficincident and road-closure data and (b) any other traffic related data that Google makes availableunder this Agreement during the Term through the Waze API.
2. Data License.
2.1 Waze Data License.
a. License Grant.
(i) Subject to the terms of this Agreement, LACMTA grants to the County anon-exclusive,perpetual, royalty-free, non-sublicenseable (except as specified in Subsection (ii) below),and non-transferable license to use the Waze Data for the following purposes:
(x) internal use by the County; and
(y) external use for dissemination to public-facing products and services of the County,provided that:
(1) the County must not permit nor authorize or make it reasonably possible forthird parties to obtain unauthorized access to Waze Data; and
Page 2 of 9
(2) if the County becomes aware of parties engaging in the activities described inSubsection (1), the County will notify LACMTA immediately and will reasonablycooperate with LACMTA and Google to stop such activities (includingterminating the use of the Waze Data by the County if Google determines thatthe abuse cannot reasonably be prevented); and
(3) the County may not archive the Waze Data in any manner or on any medium.
(4) the County shall not include Waze Data in any external applicationprogramming interface products and services.
(z) the County's license includes permission to allow County contractors andconsultants to access Waze Data in furtherance of subsections (x) and (y) above,provided that the County will be liable for the acts and omissions of suchcontractors and consultants.
(ii) Subject to Section 2.1a.(i) above, the County may sublicense its license rights in thissection to users of the County's products and services solely if and as needed to permitthem to use the County's products and services.
2.3 Attribution.
(a) When Waze Data is disseminated by the County or any public announcement utilizing WazeData is made, the County shall provide appropriate attribution indicating that Waze is the datasource, such as "information provided by Waze."
3. Reservation of Rights.
3.1 Retention of Rights in Waze Data. As between the Parties, except for the licenses granted,Google retains all rights in the Waze Data.
3.2 Retention of Rights in Other Content: Corrections and User-Generated Content. As between theParties:
a. Google and its licensors retain all rights in Google products, services, and all contentcreated in connection with the Google products, and services, including ownership of (i)corrections to the RIITS Data (including corrections created by Google through its qualitycontrol procedures), and (ii) end user-generated content (for example, user corrections to,or user verifications of, traffic information and user-uploaded comments and reviews inWaze); and
b. the County and its licensors retain all rights in their products and services and all contentcreated in connection with their products and services, including ownership of corrections tothe Waze Data (including corrections created by the County's quality control procedures).
3.3 No Other Restrictions.
a. Nothing in this Agreement requires the County to use any or all of the Waze Data.
b. Nothing in this Agreement restricts recipients of the Waze Data and the County from usingcontent that is not Waze Data.
Page 3 of 9
This Agreement does not limit the rights and permissible uses that either Party would haveindependent of this Agreement, including rights under the U.S. Copyright Actor otherapplicable intellectual property laws.
4. Data Delivery.
4.1 No Fees. This is a no cost Agreement. Neither Party shall incur any cost from the other or chargefor anything related to this Agreement.
4.2 Waze Data. The Waze Data will be made available to the County through the Waze API underthe terms and conditions of this Agreement.
5. Marketing Activities.
5.1 Press Release
The County will make reasonable efforts to issue a press release within three months ofthe Effective Date that informs its residents that the County has partnered with Waze toexchange traffic data and incident reports for use in each other's products and services inorder to improve traffic efficacy.
b. The County may, but is under no obligation to hold press conferences, issue further pressreleases or promote Waze, subject to Section 5.3.
5.2 Brand Features License.
a. Pursuant to the Transportation Data Cross-License Agreement, Google has grantedLACMTA and Government Agencies anon-exclusive, non-transferable, non-sublicenseable, royalty-free license to use Google's Waze Brand Features solely topromote Waze, including promotion of Waze in connection with LACMTA or GovernmentAgencies' road closure and traffic incident announcements.
b. All goodwill, rights, and benefits in Google's Waze Brand Features will inure solely to thebenefit of Google.
The County will not use Google's Waze Brand Features in any way that disparagesGoogle, Waze, or any other Google products or services; or otherwise diminishes ordamages Google's reputation or the goodwill of Google's Waze Brand Features.
5.3 Marketing Review and Approval. The County shall provide proposed press releases or marketingmaterials relating to this Agreement for approval prior to publication so Google and LACMTA canreview it for accuracy, provided however that the County is not required to obtain approval ofproposed press releases and marketing materials associated with the Agreement to the extentthat the content of such releases and materials are expressly authorized by this Agreement orhave previously been approved by LACMTA and Google in connection with this Agreement.LACMTA will use commercially reasonable efforts to obtain timely approvals from Google.Notwithstanding the foregoing, statements pertaining to the Waze Data subsets and personalinformation included or not included in Waze Data must always be approved by LACMTA andGoogle before release.
Page 4 of 9
6. Representations and Warranties.
6.1 Each Party represents and warrants that it has full power and authority to enter into thisAgreement.
6.3 Google, through its Transportation Data Cross-License Agreement with LACMTA, represents andwarrants that: (a) it has used and will continue to use reasonable care and skill in creating orcollecting the Waze Data; and (b) the Waze Data is of substantially similar quality and scope ofcoverage as equivalent content that Google licenses to other parties for similar purposes in theTerritory.
6.4 EXCEPT FOR THE EXPRESS WARRANTIES MADE BY THE PARTIES IN THIS SECTION 6,THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANYIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND NONINFRINGEMENT.
7. Indemnity.
Each Party will defend and indemnify the other and their directors, officers, employees, andagents from third party claims arising from or related to a breach of this Agreement.
8. Limitation of Liability.
8.1 Nothing in this Agreement excludes or limits either Party's liability for:
(a) fraud or fraudulent misrepresentation;(b) breach of Section 9 (Confidentiality, Publicity and Public Records); or(c) matters that cannot be excluded or limited under applicable law.
8.2 EXCEPT FOR THE ITEMS IN SECTION 8.1, (A) NEITHER PARTY WILL BE LIABLE (UNDERANY THEORY OR CIRCUMSTANCE) FOR LOST REVENUES OR INDIRECT, SPECIAL,INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND (B) NEITHERPARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THISAGREEMENT WILL EXCEED $10,000.
8.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S EXCLUSIVE REMEDYFOR BREACHES OF THIS AGREEMENT WILL BE MONETARY DAMAGES, EXCEPT THATEITHER PARTY MAY SEEK INJUNCTIVE RELIEF IN CONNECTION WITH BREACHES ORPOTENTIAL BREACHES OF CONFIDENTIALITY UNDER SECTION 9.1.
9. Confidentiality and Public Records.
9.1 Confidentiality.
a. Definition. "Confidential Information" means information that one Party or Googlediscloses to the other Party under this Agreement or the Transportation Data Cross-License, and that is marked as confidential or would normally be considered confidentialinformation under the circumstances. It does not include information that the recipientalready knew, that becomes public through no fault of the recipient, that was independentlydeveloped by the recipient, or that was lawfully given to the recipient by a third party.
Page 5 of 9
b. Confidentiality Obligations. The recipient will not disclose the Confidential Information,except to affiliates, employees, agents or professional advisors who need to know it andwho have agreed in writing (or in the case of professional advisors are otherwise bound) tokeep it confidential. The recipient will ensure that those people and entities use theConfidential Information only to exercise rights and fulfill obligations under this Agreement,and that they keep it confidential. The recipient may also disclose Confidential Informationwhen required by law after giving reasonable notice to the discloser, if permitted by law.
9.2 California Public Records Act. If any requests for disclosure of documents related to thisAgreement are made pursuant to the California Public Records Act, California Government CodeSection 6250 et seq. ("PRA") or comparable applicable laws requiring disclosure of informationby public entities, the County shall i) notify LACMTA and Google within 10 days of receiving suchrequest, and ii) provide LACMTA and Google with reasonable information so that LACMTA andGoogle can determine whether or not to seek any applicable exemptions, extensions, responsesor petitions and the like to protect trade secrets, Confidential Information, or the confidentiality ofall or part of this Agreement and documents submitted under this Agreement.
10. Term and Termination.
10.1 Term.
a. Unless terminated earlier in accordance with Section 10.2, this Agreement will begin on theEffective Date and continue for 1 year (the "Initial Term").
b. This Agreement will automatically renew for successive 1-year periods unless either Partyprovides written notice of non-renewal at least 30 days before the end of the then-currentterm (collectively, "Renewal Terms").
c. The "Term" will consist of the Initial Term and all Renewal Terms, if any.
10.2 Termination.
a. Either Party may terminate this Agreement for material breach. Upon receipt of writtennotice from the other Party describing the breach, the breaching Party shall have 30 days tocure the breach, or if the breach cannot be cured within 30 days, the breaching Party shallcommence to cure within 30 days and diligently proceed to cure. If the breaching Party failsto cure or commence to cure within 10 days, the other Party may terminate immediatelyupon written notice.
b. Either Party may terminate this Agreement for any reason upon 45 days written notice tothe other Party.
10.3 Effects of Termination. On expiration or termination of the Agreement, LACMTA and Google willno longer provide Waze Data to the County. Google will revoke the County's access to the WazeAPI and the County will no longer attempt to access the Waze API.
10.4 Survival. The following will survive any termination or expiration of this Agreement: Sections 1, 3,5.3, 6, 7, 8, 9, 10.3 and 11, and any other sections of the Agreement that by their terms orimplications should survive.
Page 6 of 9
11. General.
11.1 Notices. All notices must be in English, in writing and addressed to the other Party's primarycontact as follows:
LACMTA in its capacity as RIITS Administrator Contact:
Agency Name: Los Angeles County Metropolitan Transportation Authority
Contact Name: Mr. Kali FogelTitle: RIITS Program Manager
Address: 1 Gateway PlazaLos Angeles, California 90012
11.2 Assignment. Neither Party may assign, transfer, convey, or otherwise dispose of any part of thisAgreement without the written consent of the other, except to an affiliate where: (a) the assigneehas agreed in writing to be bound by the terms of this Agreement; (b) the assigning Party remainsliable for obligations under the Agreement if the assignee defaults on them; and (c) the assigningParty has notified the other Party of the assignment. Any other attempt to assign is void.
Page 7 of 9
11.3 Change of Control. If a Party experiences a change of control (for example, through a stockpurchase or sale, merger, or other form of corporate transaction): (a) that Party will give writtennotice to the other Party within 30 days after the change of control, and (b) the other Party mayimmediately terminate this Agreement any time between the change of control and 30 days afterit receives that written notice.
11.4 No Waiver. Neither Party will be treated as having waived any rights by not exercising (ordelaying the exercise of) any rights under this Agreement.
11.5 Force Maieure. Neither Party will be liable for failure or delay in performance to the extent causedby circumstances beyond its reasonable control.
11.6 No Agencv. This Agreement does not create any agency, partnership orjoint venture betweenthe County, Google, and LACMTA.
11.7 Third Partv Beneficiaries. This Agreement confers benefits on Google as a third party beneficiaryto this Agreement. This Agreement does not confer any benefits on any other third party unless itexpressly states that is does.
11.8 Counterparts. The Parties may execute this Agreement in counterparts, including facsimile, PDF,and other electronic copies, which taken together will constitute one instrument.
11.9 Amendments. Any amendment must be in writing, signed by both Parties, and expressly statethat it is amending this Agreement.
11.10 Entire Agreement. This Agreement sets out all terms agreed between the Parties and supersedesall other agreements between the Parties relating to its subject matter. In entering into thisAgreement neither Party has relied on, and neither Party will have any right or remedy based on,any statement, representation or warranty (whether made negligently or innocently), except thoseexpressly set out in this Agreement.
11.11 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable,the rest of the Agreement will remain in effect.
11.12 Governing Law.
a. The Agreement will be governed by the laws of the State of California, County of LosAngeles. The Parties will try in good faith to settle any dispute relating to this Agreement("Dispute") within 30 days after such Dispute arises.
b. By entering into the Agreement, the Parties consent and submit to the jurisdiction of theCourts 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.
Page 8 of 9
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by theirduly authorized representatives as of the dates indicated below.
Los Angeles County Metropolitan County of Los AngelesTransportation Authority
By:
Phillip A. Washington Date Director of Public Works DateChief Executive Officer
APPROVED AS TO FORM APPROVED AS TO FORM
MARY C. WICKHAM MARY C. WICKHAMCounty Counsel County Counsel
