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HomeMy WebLinkAbout09 - Approval of Purchase of BlueTOAD Bluetooth Traffic Monitoring SystemQ SEW Pp�T CITY OF �m z NEWPORT BEACH c�<,FORN'P City Council Staff Report October 24, 2017 Agenda Item No. 9 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: David A. Webb, Public Works Director - 949-644-3311, dawebb@newportbeachca.gov PREPARED BY: Brad Sommers, Principal Civil Engineer, bsommers@newportbeachca.gov PHONE: 949-644-3326 TITLE: Approval of Purchase of BlueTOAD Bluetooth Traffic Monitoring System ABSTRACT: Improving the movement of people and goods throughout the City continues to be a priority for Public Works staff. To help achieve this goal, staff is continually seeking new technologies to increase the efficiency of the City's traffic signal system. Staff recommends procurement of a TrafficCast BlueTOAD Bluetooth (BlueTOAD) traffic monitoring system from Econolite, Inc. of Anaheim, California (Econolite) to further enhance the City's traffic signal system. RECOMMENDATION: a) Determine that the action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines because it will not result in a physical change to the environment, directly or indirectly; b) Approve Econolite, Inc. of Anaheim, California, via Single Source Selection for procurement of the BlueTOAD traffic monitoring system and Econolite Centracs related software module; and c) Authorize the City Manager to execute a Professional Services Agreement with Econolite, Inc. of Anaheim, California, for the procurement of the BlueTOAD traffic monitoring system for a not to exceed fee of $119,151.21. FUNDING REQUIREMENTS: The current adopted budget includes sufficient funding for this contract. It will be expensed to the current Traffic Management and Modernization Capital Improvement Program, Account No. 01201927-980000-18T02. 9-1 Approval of Purchase of BlueTOAD Bluetooth Traffic Monitoring System October 24, 2017 Page 2 DISCUSSION: The Public Works Department has developed a modern traffic signal management system and operates it with the goal of safe and efficient movement of people and goods. Working to improve the system, staff is continually seeking new and sustainable technologies to integrate into the existing system. Data collection is one of the "building blocks" of traffic signal operation. Traditionally, vehicle counts, travel times and destination studies cover short time periods, are based on trends and are staff -intensive. Although these methods provide sufficient data for traditional traffic signal timing, they limit the ability to introduce emerging and adaptive timing strategies. As a solution, staff recommends procurement of the BlueTOAD Bluetooth traffic monitoring system. Bluetooth readers, such as the proposed BlueTOAD system read anonymous and unique "signatures" transmitted by Bluetooth enabled devices, such as, mobile phones and "hands-free" devices found in newer vehicles. When networked and placed at strategic intersections throughout the City, these readers are able to filter through many Bluetooth signatures to determine where and when they were detected. This information is then processed to provide motorist travel times and routing information. The process is anonymous and does not include personal or private information. When integrated into an advanced traffic control system, such as the City's current system, Bluetooth readers are able to provide the following benefits: • Provide current and historical travel time information, allowing quicker incident response, development of more efficient traffic signal timing plans, and an enhanced ability to monitor traffic flow in critical areas; • Provide path of travel information to better understand which roadways are chosen by motorists to circulate throughout the City; • -Provide an additional metric for determining the effectiveness of traffic signal timing and roadway improvements, such as the MacArthur Boulevard Traffic Signal Adaptive Timing Demonstration Project; and • Potential future integration and automation of dynamic motorist information signs and advanced traffic signal control strategies. During consideration of this technology, staff reviewed two Bluetooth traffic signal products that have similar detection capabilities. The BlueTOAD product was chosen due to its ability to be directly integrated into the City's existing traffic signal management software. This integration allows for enhanced features and potential for future connectivity to additional transportation devices. Additionally, Caltrans has already selected and installed BlueTOAD devices on state - operated roadways within the city. City selection of this system will allow sharing of information between the two agencies along critical corridors, such as Coast Highway. 9-2 Approval of Purchase of BlueTOAD Bluetooth Traffic Monitoring System October 24, 2017 Page 3 The proposed system includes deployment of twelve BlueTOAD detection devices at strategically placed arterial intersections, as shown on Attachment B. When networked together, these locations will provide critical traffic data for areas that tend to have higher levels of congestion due to commuting, regional and/or seasonal traffic. Devices will be deployed along arterials in the Peninsula and Corona del Mar areas and along the MacArthur Boulevard, Newport Coast Drive and Coast Highway corridors. With deployment along these roadways, the Bluetooth Devices will support the following traffic signal management tasks: • Congestion management along key arterials in the Peninsula, Corona del Mar, and Mariners Mile areas; • Measure the effectiveness of new advanced traffic signal timing strategies including the recently deployed Newport Boulevard Traffic Signal Responsive and developing MacArthur Boulevard Traffic Signal Adaptive demonstration projects; and • Measure the use of roadways within the Corona del Mar Bypass project area by determining which route motorists chose. As a distributor of the BlueTOAD system, Econolite provides pricing that is consistent with other BlueTOAD distributors. Econolite is the manufacturer of the City's Centracs Traffic Management System and the only provider of the Centracs BlueTOAD module. This software module facilitates direct integration of the BlueTOAD system into the current traffic signal system. Econolite also has an excellent performance history for similar projects within the City. The cost of the system utilizes standard government pricing and is reasonable and cost effective. Therefore, staff recommends selection of Econolite via Single Source Selection for procurement of the BlueTOAD software and devices. In addition to procurement of the BlueTOAD Bluetooth equipment, the purchase agreement includes procurement of a software module to integrate the system into the City's current Centracs Traffic Signal System, software installation support, and a five- year software maintenance agreement to maintain operation of the system. To facilitate procurement and installation of the system, staff is requesting authorization for the City Manager to execute the upcoming agreement on a form approved by the City Attorney. Due to the technical nature of the installation of the devices at the traffic signals, staff recommends installation be completed by the City's Traffic Signal Maintenance company, Siemens, Inc. under the current Traffic Signal Maintenance and Upgrades agreement. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. 9-3 Approval of Purchase of BlueTOAD Bluetooth NOTICING: Traffic Monitoring System October 24, 2017 Page 4 The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A — Scope of Services Attachment B — Project Location Map �, ECONOLITE .� Group, Inc. ATTACHMENT A The Solution Team Quote Date: Oct 16, 2017 To: Newport Beach, CA; City of Re: Centracs BlueTOAD Module, Hardware 3300 Newport Blvd., P.O. Box 1768 and Service Newport Beach, CA 92658-8915 Econolite Reference: Q-23250-N1X5 Attn: Brad Sommers Item # Part # 1 CENT-BLUETOAD 2 Centracs SMA 3 BT -ETH -SPECTRA 4 BlueTOAD- System Service 5 Labor Qty Description Price per Extended Centracs BlueTOAD Module / SMA 1 Centracs BlueToad Module includes $15,000.00 $15,000.00 installation and'h day of Webinar training 1 5 — year SMA increase per year due to $12,150.00 $12,150.00 Centracs Blue Toad Module BlueTOAD Spectra Hardware 12 BlueTOAD Ethernet Based system — $4,247.00 $50,964.00 includes mounting bracket, and CAT5 Cable, 75' BIueARGUS Web -Based Software Option: 12 BIueARGUS Software TrafficCast — $500.00 $30,000.00 Hosted Solution for 5 years : BlueTOAD System Services — BlueARGUS Web -based software— Annual, per BlueTOAD Unit (Unlimited users) • FULL Admin access to BIueARGUS data reporting software outside of Centracs module • Software enhancements and upgrades throughout the 5 - year term • An unlimited number of Users can be given access to all reporting and Speed Map functionality • An unlimited number of data feeds can be sent out to other websites, message signs or other traffic management applications • Includes pair and route set-up • Includes '% day of training in person or via webex 1 Technical support at time of turn -on $3,600.00 $3,600.00 for all 12 locations 3360 E. La Palma Ave. Anaheim, CA 92806 ECONDLITE gbafetMn aegj$ =us —ECONOLITE 3360 E. La Palma Avenue 0 Anaheim, California 92806 0 Ph: (714) 630-3700 0 Fax: (714) 630-6349 econolitegroup.com 0 feedback. econol iteg roup.com Page 1 of 1 9-5 �, ECONOLITE .� Group, Inc. Quote The Solution Team Total to include line items 1-6: • Centracs BlueTOAD Module /SMA • BlueTOAD Spectra Hardware • Web Based Software • Technical support at time of turn on • Technical support at time of turn on Subtotal Shipping & Handling" Estimated Taxes 7.75%** TOTAL $111,714.00 included $7,437.21 $119,151.21 Note: Each product listed in this quotation is available for purchase separately at the itemized price listed. Unless specifically requested or noted on this quotation, the product(s) quoted herein may or may not comply with any Buy America requirements. The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential and/or legally privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited except as required by law. Quote Valid For: 60 Days FOB: Econolite Factory Terms: Net 30 days from date of shipment, subject to credit approval *Shipping: Included **Estimated Taxes at 7.75%: Included • Gina Prohaska-Account Manager Mobile: 714-392-0321 gprohaska@econolite.com Shipping Date: 8 weeks ARO, approved credit terms and submittal approval when applicable 3360 E. La Palma Ave. Anaheim, CA 92806 ECONDLITE gbafetMn aegjS =us —ECONOLI=-11TE 3360 E. La Palma Avenue 0 Anaheim, California 92806 0 Ph: (714) 630-3700 0 Fax: (714) 630-6349 econolitegroup.com 0 feedback. econol iteg roup.com 9.6 Page 1 of 1 PgC/FiC LEGEND 0 PROPOSED CITY BLUETOOTH DETECTION LOCATIONS 0 CALTRANS BLUETOOTH DETECTION LOCATIONS CDM CONGESTION MANAGEMENT AND BYPASS PROJECT MONITORING (9 LOCATIONS) MACARTHUR ADAPTIVE *DEMONSTRATION PROJECT (4 LOCATIONS, SHARED WITH CDM LOCATIONS) PENINSULA CONGESTION *MANAGEMENT/NEWPORT ----- BOULEVARD RESPONSIVE MONITORING PROJECT (3 LOCATIONS) * "RESPONSIVE" AND "ADAPTIVE" TERMS REFER TO ADVANCED TRAFFIC SIGNAL TIMING STRATEGY DEMONSTRATION PROJECTS CITY OF NEWPORT BEACH PROPOSED BLUETOAD BLUETOOTH DETECTION LOCATIONS 00% ATTACHMENT B r ON DR. \ 50 P PART OF CDM BYPASS ROUTE t CITY OF NEWPORT BEACH PUBLIC WORKS DEPARTMENT 10/24/2017 9-7 ATTACHMENT C PURCHASE AND INSTALLATION AGREEMENT WITH ECONOLITE SYSTEMS, INC. FOR BLUETOAD TRAFFIC MONITORING SYSTEM THIS PURCHASE AND INSTALLATION AGREEMENT ("Agreement") is made and entered into as of this 24th day of October 2017, ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ECONOLITE SYSTEMS, INC., a California corporation ("Contractor"), whose principal place of business is 1250 North Tustin Avenue, Anaheim, California 92807, and is made with reference to the following: :1X6111 r_ % A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to provide the equipment, installation, and service for the Centracs BlueTOAD traffic monitoring system as detailed in the Scope of Work and Pricing attached hereto as Exhibit "A" ("Project"). C. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by the City for the Project, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SCOPE OF WORK 1.1 Contractor shall provide all tangible items and perform all the services described in the Scope of Work attached hereto as Exhibit "A° and incorporated herein by reference. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used under reasonably competent practitioners of the same discipline under similar circumstances and that all materials will be of good quality. ECONOLITE SYSTEMS, INC. Page 1 1.2 Contractor shall perform everything required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 1.3 In consideration of the payment of the Purchase Price and subject to all the terms and conditions hereof, Contractor shall provide the equipment and installation of the Centracs adaptive traffic signal system (hereinafter referred to as "Products"), as listed and set forth in the Scope of Work attached hereto as Exhibit "A" and incorporated in full by this reference. 2. TIME OF PERFORMANCE 2.1 Time is of the essence in the performance of services under this Agreement and Contractor shall complete the Project installation, implementation and acceptance testing within the time set forth in Exhibit "A". The failure by Contractor to meet this schedule may result in termination of this Agreement by City as outlined in Section 18 below. 2.2 Force Majeure. The time period(s) specified in Exhibit "A" for performance of services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including but not restricted to acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Contractor shall within ten (10) days of the commencement of such delay notify City in writing of the cause of the delay. City shall ascertain the facts and extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3. TERM Unless earlier terminated in accordance with Section 18 of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein or until October 23, 2022, whichever occurs first. 4. COMPENSATION 4.1 City shall pay Contractor for the Services on a firm -fixed price ("FFP") not -to - exceed basis in accordance with the provisions of this Section and Exhibit "A" and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed One Hundred Nineteen Thousand One Hundred Fifty One Dollars and 211100 ($119,151.21), without prior written authorization from City. No Pricing changes shall be made during the term of this Agreement without the prior written approval of City. ECONOLITE SYSTEMS, INC. Page 2 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit "A" to this Agreement or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and Pricing as set forth in Exhibit "A," and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Scope of Services and the Pricing as set forth in Exhibit "A". 4.5 Contractor shall provide City with a minimum fourteen (14) days' notice of its dates of installation to enable the City to prepare the installation sites for the Products in accordance with the instructions of Contractor. The City shall complete site preparation prior to the date of installation of the Products, and the site shall thereafter be available for inspection and approval. All costs and expenses related to the site preparation shall be at the sole expense of City. 5. PROJECT MANAGER Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the term of the Agreement. Contractor has designated Aaron Cox to be its Project Manager. Contractor shall not remove or reassign the Project Manager without the prior written consent of City. City's approval shall not be unreasonably withheld. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Public Works Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. 7. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 7.1 Contractor shall use only the standard materials described in Exhibit "A" in performing services under this Agreement. Any deviation from the materials described in Exhibit "A" shall not be installed unless approved in advance by the City Project Administrator. ECONOLITE SYSTEMS, INC. Page 3 9-10 7.2 All of the services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8. RESPONSIBILITY FOR DAMAGES OR INJURY 8.1 City and all officers, employees and representatives thereof and all persons and entities owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the services required hereunder; or for damage to property from any cause arising from the performance of the Project and/or Services by Contractor, or its subcontractors, or its workers, or anyone employed by either of them, unless caused by the City's negligent acts, omissions, or willful misconduct. 8.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause to the extent arising from the negligent acts, omissions, or willful misconduct of the Contractor' or any subcontractor or supplier selected by the Contractor. 8.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council. Boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties") from and against: (1) any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liability, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, and Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers. Agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them); (2) use of improper materials in performing this Project including, without limitation, defects in workmanship or materials and/or design defects; and/or (3) any and all claims asserted by Contractor's subcontractors or suppliers on the Project, and shall include reasonable attorneys' fees and all other costs incurred in defending any such claim. Contractor's liability in this Subsection shall be limited to the maximum amount of its insurance coverage for claims arising out non -negligent and non -intentional acts performed under this Agreement. Contractor shall not be held responsible for consequential or special damages, or claims made to City for such consequential or special damages. Nothing ECONOLITE SYSTEMS, INC. Page 4 9-11 herein shall require Contractor to indemnify City from the negligence or willful misconduct of City, its officers, employees, or agents. 8.4 Intellectual Property Indemnity - Contractor shall defend, indemnify and hold City, its agents, officers, representatives, employees and City Council, boards and commissions harmless from any proceeding brought against City for any intentional or unintentional violation of the intellectual property rights of any third party with respect to Products deliverables purchased in this Agreement This indemnification shall include, but is not limited to, infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Contractor's deliverables provided under this Agreement. 8.5 Contractor shall perform all Project work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall perform work as specified in Exhibit "A" to limit impacts to traffic during the system installation period. Contractor shall be liable for any private or public property damaged during the performance of the Project work. 8.6 Nothing in this Section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Agreement, except to the extent provided in Section 8.3 above. 8.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 9. INDEPENDENT CONTRACTOR City has retained Contractor as an independent contractor and neither Contractor nor its employees, nor any of its subcontractors, are to be considered employees of the City. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. 10. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Contractor on the Project. 11. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. ECONOLITE SYSTEMS, INC. Page 5 9-12 if+#:��y�:�►1�I�7 iN264;1:,►/4lf� �`[�1"J 10161i•1110:7_[atIIi+[M The subcontractors authorized by City, if any, to perform work on this Project are identified in Exhibit "A". Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 15. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 16. CONFLICTS OF INTEREST 16.1 The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 16.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 17. NOTICES 17.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Contractor and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: ECONOLITE SYSTEMS, INC. Page 6 9-13 Attention: Public Work Director Public Works Department City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658 17.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Aaron Cox Senior ITS Engineer Econolite Systems, Inc. 1250 North Tustin Avenue Anaheim, CA 92807 18. TERMINATION 18.1 Termination With Cause - In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of five (5) calendar days, or if more than five (5) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within five (5) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 18.2 Termination Without Cause. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination underthis Section, City shall pay Contractor for services satisfactorily performed and costs incurred in the performance of such services up to the effective date of termination for which Contractor has not previously been paid. In the event of termination under this Section, City shall also pay Contractor for all Products, associated materials, and hardware delivered to City site under this Agreement that City deems usable. 19. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project site(s), has become familiarwith the local conditions underwhich the work is to be performed, and has taken into consideration these factors in submitting its Project proposal and Scope of Work. ECONOLITE SYSTEMS, INC. Page 7 9-14 KI�h►/,1 V:7_1►kt ill 20.1 Contractor warrants to City that all Products to be delivered hereunder will be free from defects in material or workmanship and will be of the kind and quality designated or specified by Contractor in Exhibit "A". The warranty shall apply only to defects appearing within the "Term" of this Agreement as set forth in Section 3 hereof for hardware products manufactured by Contractor and to the Centracs BlueTOAD software module to be installed by Contractor. All other equipment not manufactured by Contractor carries the manufacturer's standard warranty. 20.2 If Contractor -manufactured Products delivered hereunder do not meet the above warranty, and if City promptly notifies Contractor in writing, Contractor shall thereupon correct any defect, including non-conformance with the specifications, either (at its option) by repairing any defective or damaged parts of the Products, or by making available any necessary replacement parts, delivered and installed without additional charge to City within seven (7) working days. City will return the defective product to Contractor, at Contractor's expense. Contractor shall repair or replace the defective item and return it to City, shipping costs prepaid or, if Contractor offers and City elects in writing in City's sole and absolute discretion, in lieu of returning and shipping the repaired item to the City, the Contractor may make the repaired item available for pick-up at Contractor's plant. Contractor shall perform any necessary testing, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractor's equipment. The liability of Contractor under this warranty, or for any loss or damage to the equipment whether the claim is based on contract or negligence, shall not in any case exceed the cost of correcting defects in the equipment as herein provided and, upon the expiration of the warranty period, all such liability shall terminate. The foregoing shall constitute the exclusive remedy of City and the exclusive liability of Contractor as to the repair and replacement cost of defective hardware only, but in no way limits the remedy of City or the liability of Contractor for any damage resulting from a failure of the Products to perform as required herein. 20.3 The foregoing warranty is exclusive and in lieu of all other warranties, whether written, oral, implied or statutory. Contractor does not warrant any equipment of other manufacture designated by City. Contractor shall supply to City, in a timely manner, any software revisions of the standard Products' software modules to correct "bugs" or deficiencies, which would appear within the "Term" of this Agreement per Section 3 hereof. 21. REPRESENTATIONS 21.1 Non -infringement. Contractor represents that to the best of its knowledge the technology embodied in the products sold herein does not infringe upon a United States patent or United States copyright in effect as of the Effective Date, 21.2 Authority. Each party represents as follows: (a) that it has full power and authority to execute, deliver and perform its obligations under this Agreement; (b) that there are no actions, proceedings or investigations, pending or, to the best of each party's knowledge, threatened against such party which may in any manner whatsoever materially affect the enforceability of this Agreement or the rights, duties and obligations of the parties ECONOLITE SYSTEMS, INC. Page 8 9-15 hereunder; and (c) that the execution, delivery and performance of this Agreement will not constitute a breach or default under any agreement, law or court order under which such party is a party or may be bound or affected by or which may affect the rights, duties and obligations hereunder. 21.3 No Other Representations. Each party acknowledges and agrees that it is relying on no representation of the other party except as expressly set forth herein. 22. CONFIDENTIAL INFORMATION. 22.1 Confidential Information. In the performance of this Agreement or in contemplation thereof, the parties and their respective employees and agents may have access to private or confidential information owned or controlled by the other party and such information may contain proprietary details and disclosures. All information and data identified in writing as proprietary or confidential by either party ("Confidential Information") and so acquired by the other party or its employees or agents under this Agreement or in contemplation thereof shall be and shall remain the disclosing party's exclusive property. The recipient of Confidential Information shall use all reasonable efforts (which in any event shall not be less than the efforts the recipient takes to ensure the confidentiality of its own proprietary and other confidential information) to keep, and have its employees and agents keep, any and all Confidential Information confidential, and shall not copy, or publish or disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose it to others, without the disclosing party's written approval; nor shall the recipient make use of the Confidential Information except for the purposes of executing its obligations hereunder, and (except as provided for herein) shall return the Confidential Information and data to the first party at its request. The City's duty to maintain confidentiality as described hereunder shall be subject to the laws of the State of California. 22.2 Excluded Information. The foregoing conditions will not apply to information or data which is, or which becomes generally known to the public by publication or by any means other than a breach of duty on the part of the recipient hereunder, is information previously known to the recipient, is information independently developed by or for the recipient or is information generally released by the owning party without restriction. 22.3 Right to Inlunctive Relief. Because of the unique nature of the Confidential Information, the parties agree that each party may suffer irreparable harm in the event that the other party fails to comply with any of its obligations under this Section, and that monetary damages may be inadequate to compensate either party for such breach. Accordingly, the parties agree that either party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of this Section. 23. ASSIGNMENT This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. ECONOLITE SYSTEMS, INC. Page 9 9-16 24. LICENSES 24.1 Contractor grants to City for exclusive use in City, a fully paid non-exclusive, non -transferable product software license for the products and their specific licensing limits set forth under Exhibit A. City shall be entitled to: a) Use the licensed programs but only in machine-readable form on licensed computers; b) Use the support material supplied but only as required to support the use of the licensed programs; and c) Make only as many backup copies of the licensed programs in machine readable form as required to support the use of the licensed programs on each computer. All backup copies must include the copyright notice in the original form as it appears on the licensed programs. 24.2 City may not copy, modify, adapt, merge, disassemble, decompile or distribute the software, its documentation or create derivative works based upon the software. None of the support material in human readable form included with the licensed programs may be copied in any way. City may print any screen the software will allow, however, no copyright notices may be removed from the printing. 24.3 The licensed programs and support material included with this Agreement are confidential information that is the property of Contractor. Subject to the City's legal obligations to produce records, including but not limited to the California Public Records Act and lawful subpoenas, the licensed programs, program concepts or any of the support materials shall not be made available to any other party or organization without the written consent of Contractor. Prior to the release of Contractors confidential information pursuant to this provision, City shall use reasonable efforts to give Contractor advance notice of such required disclosure in order to enable Contractor to prevent or limit such disclosure. 24.4 Title to all intellectual property rights including patent, trademark, copyright and trade secret rights and title to all ownership rights and all copies of and all media bearing the licensed programs, support materials and program concept shall remain in Contractor. 0144009i§ -.AIF -11 7le]WOk V City shall retain ownership and associated rights of all traffic data generated by the system provided under this agreement ("Data"). City shall not sell or transfer the Data to any private entities for purposes not directly related to City activities without the prior written consent of Contractor. In furtherance of Contractor's commitment to the advancement of future system -based technologies and the betterment of the nation's traffic management planning, City shall provide the Data to Contractor at Contractors request. Contractor shall notify City prior to transfer of any Data to private entities. ECONOLITE SYSTEMS, INC. Page 10 9-17 26. SOFTWARE UPDATES AND NEW FEATURES Software updates for the basic product system are included in the annual system update or through scheduled software releases during the warranty period or active system support agreement period. Additional modules to the basic product system may be made available to City from time to time. Upon delivery to City, the additional modules will become part of the proprietary software systems and will be subject to the provisions of this Agreement. 27. STANDARD PROVISIONS 27.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 27.2 Compliance with all Laws. Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 27.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 27.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. ECONOLITE SYSTEMS, INC. Page 11 NM 27.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 27.10 Equal_ Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] ECONOLITE SYSTEMS, INC. Page 12 9-19 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: Aaron C. Harp ,�►� oyt3t+� City Attorney ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: Bv: Dave Kiff City Manager CONTRACTOR: ECONOLITE SYSTEMS, INC., a California corporation Date: Bv: Nick Ullman Associate Vice President Date: Bv: Chuck Dankocsik Senior Associate [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services and Pricing Exhibit B — Insurance Requirements ECONOLITE SYSTEMS, INC. Page 13 9.20 EXHIBIT A SCOPE OF SERVICES AND PRICING ECONOLITE SYSTEMS, INC. Page A-1 9-21 Quote Date: Oct 16, 2017 To: Newport Beach, CA; City of Re: Centracs BlueTOAD Module, Hardware 3300 Newport Blvd., P.O. Box 1768 and Service Newport Beach, CA 92658-8915 Econolite Reference: Q-23250-NiX5 Attn: Brad Sommers Item # Part # Otyr Description Price per Extended Centracs BlueTOAD Module ! SMA 1 CENT-BLUETOAD 1 Centracs BlueToad Module includes $15,000.00 $15,000.00 installation and''/: day of Webinar training 2 Centracs SMA 1 5 — year SMA increase per year due to $12,150.00 $12,150.00 Centracs Blue Toad Module BlueTOAD Spectra Hardware 3 BT -ETH -SPECTRA 12 BlueTOAD Ethernet Based system — $4,247.00 $50,964.00 includes mounting bracket, and CATS Cable, 75' BIueARGUS Web -Based Software Option: 4 BlueTOAD- System 12 BIueARGUS Software TrafficCast— $500.00 $30,000.00 Service Hosted Solution for 5 years : BlueTOAD System Services — BlueARGUS Web -based software — Annual, per BlueTOAD Unit (Unlimited users) • FULL Admin access to BIueARGUS data reporting software outside of Centracs module • Software enhancements and upgrades throughout the 5- yearterm • An unlimited number of Users can be given access to all reporting and Speed Map functionality • An unlimited number of data feeds can be sent out to other websites, message signs or other traffic management applications • Includes pair and route set-up • Includes % day of training in person or via webex 5 Labor 1 Technical support at time of turn -on $3,600.00 $3,600.00 for all 12 locations 3360 E. La Palma Ave. Anaheim. CA 92806 Em 7`1f Page 1 of 1 9_22 Quote Total to include line items 1-6: • Centracs BlueTOAD Module /SMA • BlueTOAD Spectra Hardware • Web Based Software • Technical support at time of tum on • Technical support at time of tum on Subtotal Shipping & Handling' Estimated Taxes 7.75%" TOTAL $111,714.00 included $7,437.21 $119,151.21 Note: Each product listed in this quotation is available for purchase separately at the itemized price listed Unless specifically requested or noted on this quotation, the product(s) quoted herein may or may not comply with any Buy America requirements. The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential and/or legally privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited except as required by law. Quote Valid For: 60 Days FOB: Econolite Factory Lf (*1.0-11 r rQ' La -s jc-al Terms: Net 30 days from date of shipment, subject to credit approval Gina Prohaska-Account Manager "Shipping: Included Mobile: 714-392-0321 Estimated Taxes at 7.75°/x: Included gprohaska@econolite.com Shipping Date: 8 weeks ARO, approved credit terms and submittal approval when applicable 3360 E La Palrna Ave Anaheim: CA 92206 Page 1 of 1 9_23 EXHIBIT B INSURANCE REQUIREMENTS 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, volunteers, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 ECONOLITE SYSTEMS, INC. Page B-1 9.24 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, volunteers, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City ECONOLITE SYSTEMS, INC. Page B-2 9.25 reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no ECONOLITE SYSTEMS, INC. Page B-3 9.26 obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. I. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. ECONOLITE SYSTEMS, INC. Page B-4 9.27