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HomeMy WebLinkAboutC-3456 - Contract for Purchase, Installation, Maintenance and Repair Services of icons Advanced Traffic Management System (Phases 4,5,6,7 of the Traffic Signal Modernization Project)CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. J� FOR PURCHASE AND INSTALLATION OF TRAFFIC CONTROL EQUIPMENT t FOR PHASE 6 OF THE TRAFFIC SIGNAL MODERNIZATION PROJECT "a THIS PURCHASE AND INSTALLATION CONTRACT ("Contract') is made and entered into as of this 14th day of May, 2014, by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and ECONOLITE CONTROL PRODUCTS, INC., a California corporation ("Contractor'), whose principal place of business is 3360 E. La Palma Ave., Anaheim, CA 92806, and is made with reference to the following: RECITALS 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. As part of Phase Six of the Traffic Signal Modernization project ("Project'), City desires to purchase necessary traffic signal equipment from Contractor and to engage Contractor for installation of said equipment as detailed in the Scope of Work attached hereto as Exhibit A. 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 Contract. D. Contractor is a manufacturer and supplier of traffic control equipment, advanced traffic management systems and traffic controller firmware. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 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 Contract, 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 is shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Contract, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. Econolite Control Products, Inc. Page 1 1.2 Contractor shall perform everything required to be performed, and shall provide and fumish 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: Sell to City, and install, equipment (hereinafter referred to as "the System") listed and set forth in the Scope of Work attached hereto as Schedule 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 Contract 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 Contract by City as outlined in Section 17 below. 2.2 Force Maieure. The time period(s) specified in Exhibit A for performance of services rendered pursuant to this Contract 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 Contract. In no event shall Contractor be entitled to recover damages against City for any delay in performance of this Contract, however caused, Contractor's sole remedy being extension of the Contract pursuant to this Section. 3. TERM Unless earlier terminated in accordance with Section 17 of this Contract, this Contract shall continue in full force and effect until completion of the services agreed to herein or until April 30, 2015, whichever occurs first. 4. COMPENSATION 4.1 As full compensation for the performance and completion of the Project as required by the Scope of Work, City shall pay to Contractor and Contractor accepts as the full Purchase Price the sum of One Hundred Forty -Seven Thousand Eighty -Three Dollars and 64/100 ($147,083.64) ("Purchase Price"). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. The City shall make monthly progress payments for labor as the Project work proceeds based on the fee schedule set forth in Exhibit A. 4.2 Payment for Labor. Subject to the terms of Section 3 of this Contract, City shall make monthly progress payments for labor as the Project work proceeds. Contractor Econolite Control Products, Inc. Page 2 shall prepare monthly invoices reflecting labor done during the previous on -month period. Payments for labor shall be based on the hourly rates and other fees set forth in Exhibit A. 4.3 Payment for Equipment Installed. Ninety percent (90%) payment for equipment, including any software installed on such equipment, shall be payable upon delivery to the City. Final ten percent (10%) payment for equipment shall be payable upon installation of such equipment at the City after such equipment successfully passes installation testing. Installation testing shall include full operation of the installed equipment at the time of traffic signal turn -on. Contractor shall prepare monthly invoices reflecting equipment delivered and/or installed during the previous one-month period. 4.4 All shipping and insurance costs to and from the installation sites are included in the purchase price of the Project, as listed in Exhibit A. All payments to shipping agents and for insurance fees shall be made directly by Contractor and the City shall make no payments to any firm concerning the shipment, installation, and delivery of hardware which is not a part of this Contract and for which exact payments are not described. Contractor shall be responsible for all arrangements for the shipment of software, hardware and equipment to the City, and/or movement of the hardware to the prepared site within the City. Contractor shall also be responsible for removal of all debris and packing materials from the City site resulting from the installation of the equipment, hardware and software. 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 hardware in accordance with the instructions of Contractor. The City shall complete site preparation prior to the date of installation of the hardware, 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. 4.6 Extra Work. Contractor shall not receive any compensation for Extra Work without the prior written authorization of the City. As used herein, "Extra Work" means any work that is determined by the City to be necessary for the proper completion of the Project, but which is not included in the Purchase Price as specified in Exhibit A, and which parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the hourly rates set forth in Exhibit A. 5. ADMINISTRATION This Contract will be administered by the Public Works Department. The Public Works Director or designee shall be the Project Administrator and shall have the authority to act for City under this Contract. 6. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 6.1 Contractor shall use only the standard materials described in Exhibit A in performing services under this Contract. Any deviation from the materials described in Econolite Control Products, Inc. Page 3 Exhibit A shall not be installed unless approved in advance by the City Project Administrator. 6.2 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 Contract, 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. 7. RESPONSIBILITY FOR DAMAGES OR INJURY 7.1 City and all officers, employees and representatives thereof 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 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. 7.2 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. 7.3 Contractor shall indemnify, hold harmless, and defend City, its officers and employees from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims to the extent arising from any and all negligent acts or omissions or willful misconduct of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Contract; (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 Contract. Contractor shall not be held responsible for consequential or special damages, or claims made to City for such consequential or special damages. Nothing herein shall require Contractor to indemnify City from the negligence or willful misconduct of City, its officers or employees. 7.4 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 Econolite Control Products, Inc. Page 4 unintentional violation of the intellectual property rights of any third party with respect to equipment and software deliverables purchased in this Contract 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 Contract. 7.5 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. 7.6 Contractor shall provide traffic control and access in accordance with Section 7-10 of the State Standard Specifications and the latest edition of the Work Area Traffic Control Handbook (WATCH), as published by Building News, Inc. 7.7 If necessary, traffic control plans for field work will be provided by City, or with two (2) weeks prior written notice, by Contractor. Traffic control services provided by Contractor shall be considered Extra Work, and will be billed to the City separately from monthly progress payments. 7.8 At the request of the City, the Contractor shall submit to the Engineer a traffic control plan and detour plan for each street and sidewalk within the project area. The Contractor shall be responsible for processing and obtaining approval of a traffic control plan from the City's Traffic Engineer. The Contractor shall adhere to the conditions of the traffic control plan. Traffic control plans shall be prepared, signed, and sealed by a California licensed Civil Engineer or Traffic Engineer, as directed by the City Traffic Engineer, and conform to the provisions of the WORK AREA TRAFFIC CONTROL HANDBOOK (W.A.T.C.H), Latest Edition. 7.9 Traffic control and detours shall at a minimum meet the following requirements: 7.9.1 Emergency vehicle access shall be maintained at all times. 7.9.2 The locations and wordings of all barricades, signs, delineators, lights, warning devices, parking restrictions, and any other required details shall ensure that all pedestrian and vehicular traffic will be handled in a safe manner with a minimum of inconvenience to the public. 7.9.3 All advanced warning sign installations shall be reflectorized and/or lighted. 7.9.4 Traffic signal system shutdown or planned "red flash" shall be limited to 4 -hour periods between the hours of 9:00 a.m. and 3:00 p.m. on weekdays (Monday through Thursday), except as authorized by the Project Administrator. Econolite Control Products, Inc. Page 5 7.9.5 "STOP AHEAD" and "STOP" signs shall be furnished by the Contractor and shall conform to the provisions in Section 12-3.06, "Construction Area Signs," of the State Standard Specifications except that the base material for the signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 7.10 Nothing in this Section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Contract, except to the extent provided in Section 7.3 above. 7.11 The rights and obligations set forth in this Section shall survive the termination of this Contract. 8. 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 Contract. No civil service status or other right of employment shall accrue to Contractor or its employees. 9. 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. 10. 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 Contract or for other periods as specified in this Contract, 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. 11. BONDING 11.1 Contractor shall obtain, provide and maintain at its own expense during the term of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Contract and in the form attached hereto as Exhibit C which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Contract in the form attached hereto as Exhibit D which is incorporated herein by this reference. 11.2 The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Econolite Control Products, Inc. Page 6 Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property - Casualty. 11.3 The Contractor shall deliver, concurrently with execution of this Contract, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority' of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. 12. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime work for each craft or type of workman needed to execute the work contemplated under the Contract shall be paid to all workmen employed on the work to be done according to the Contract by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 13. SUBCONTRACTING 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 Contract 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 Contract shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 14. 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 Econolite Control Products, Inc. Page 7 a failure to pay according to the terms of this Contract. 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. 15. CONFLICTS OF INTEREST 15.1 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 Contract, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 15.2 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 Contract by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractors violation of this Section. 16. NOTICES 16.1 All notices, demands, requests or approvals to be given under the terms of this Contract 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: Attn: Brad Sommers Public Works Department City of Newport Beach 100 Civic Center Dr. P.O. Box 1768 Newport Beach, CA 92658 16.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Kristen Eid Econolite Control Products, Inc. 3360 E. La Palma Ave. Anaheim, CA 92806 Econolite Control Products, Inc. Page 8 .Miff Tkr-.Vf e►i 17.1 Termination With Cause - In the event that either party fails or refuses to perform any of the provisions of this Contract at the time and in the manner required, that party shall be deemed in default in the performance of this Contract. 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 Contract forthwith by giving to the defaulting party written notice thereof. 17.2 Termination Without Cause. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Contract at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination under this 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 software, hardware, and equipment delivered to City site under this Contract that City deems usable. 18. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Contract by Contractor is a representation that Contractor has visited the Project site(s), has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its Project proposal and Scope of Work. 19. WARRANTY 19.1 Contractor warrants to City that all equipment 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 one year from the date of Final System Acceptance of Project by City for software products, two years from the date of Final System Acceptance by City for hardware products not manufactured by the Contractor, and two years from the date of Final System Acceptance by City for hardware products manufactured by Contractor. If Contractor installs the equipment and software, or supplies technical directions of installation by contract, the warranty period shall run from the date of Final System Acceptance by City, provided same is not unreasonably delayed by City. 19.2 if Contractor -manufactured equipment delivered hereunder does 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 equipment, 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 Econolite Control Products, Inc. Page 9 Contractor, at Contractor's expense. Contractor shall repair or replace the defective item and return it to City, shipping costs prepaid. Contractor shall perform any necessary diagnostic work, software, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractors equipment. 19.3 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. 20. REPRESENTATIONS 20.1 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. 20.2 Authority. Each party represents as follows: (a) that it has full power and authority to execute, deliver and perform its obligations under this Contract; (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 Contract or the rights, duties and obligations of the parties hereunder; and (c) that the execution, delivery and performance of this Contract 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. 20.3 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. 21. CONFIDENTIAL INFORMATION. 21.1 Confidential Information. In the performance of this Contract 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 Contract 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 Econolite Control Products, Inc. Page 10 confidentiality as described hereunder shall be subject to the laws of the State of California. 21.2 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. 21.3 Right to Injunctive 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 Article, 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 Article. 22. ASSIGNMENT This Contract shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. 23.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Contract. 23.2 Compliance with all Laws. Consultant 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 Consultant 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. 23.3 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. 23.4 Integrated Contract. This Contract 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. 23.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Contract and the Scope of Services or any other attachments attached hereto, the terms of this Contract shall govern. Econolite Control Products, Inc. Page 11 23.6 Interpretation. The terms of this Contract 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 Contract or any other rule of construction which might otherwise apply. 23.7 Amendments. This Contract may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 23.8 Severability. If any term or portion of this Contract is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Contract shall continue in full force and effect. 23.9 Controlling Law and Venue. The laws of the State of California shall govem this Contract and all matters relating to it and any action brought relating to this Contract shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 23.10 Equal Opportunity Employment. Consultant 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. 23.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Contract, the prevailing party shall not be entitled to attorneys' fees. 23.12 Counterparts. This Contract 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 Control Products, Inc. Page 12 IN WITNESS WHEREOF, the parties have caused this Contract to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: -I -I q CITY OF NEWPORT BEACH, a California municipal corporation Date: Cj , 14 , l �f By:'01,BUln y: V Aaron C. arp Rush N. Hill, II City Attorney Mayor ATTEST: Date: `� •3D. I `� By: Leilani I. Brown City Clerk 6c1FOa.J CONTRACTOR: Econolite Control Products.-lnc.,,a California corporation Date: iAFIJYWA By: , Raquel in Leano Assistaft Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Insurance Requirements Exhibit C — Labor and Materials Payment Bond Exhibit D — Faithful Performance Bond EXHIBIT A SCOPE OF SERVICES Econolite Control Products, Inc. Page A-1 "ON& ROUTE R" j, =Lii Am Group, Inc. - --------- - Date: April 22 ,2014 To: City of Newport Beach Re: City of Newport Beach Phase 6 Traffic Attn: Bryan Loa Signal Modernization Project 100 Civic Center Drive Project Ref: City of Newport Beach Phase 6 Newport Beach, CA 92660 Traffic Signal Modernization Project Econol its Reference: Phase 6 Item if Part# city Desorlption PAce per, Extended 1 7S2CAB I Joaquin at Crown Drive $20,866.00 $20,866.00 'San NEMA TS2 Type 2 Type P Cabinet, ASC/3-2100 Controller with Ethernet and data key, powder coated White outside and inside, two 8 Position detector racks, eight (8) two channel Reno A & E detectors, two (2) Reno A & E :bike detectors, full complement of load switches, flashers and !flash transfer relays, including 'outside test and technical support at time of tum -on at Inight. Excludes installation 2 ITS2CAB I Newport Coast Drive and 121,623.00. $21,523,00 Coast Highway ;NEMA TS2 Type 2 Type R Cabinet, ASC/3-2100 i Controller with Ethernet and data key, powder coated White outside and inside, two 8 position detector racks, eleven (11) two channel Reno A & E 'detectors, two (2) Reno A & E :bike detectors, full complement of load switches, flashers and flash transfer relays, including outside test and technical support at time of turn -on at night. Excludes installaff on 3 TS2CAB I San Joaquin Hills Road at ;$20,411.00 $20,411,00 Marguerite Avenue NEMA TS2 Type 2 Type P Cabinet, ASC/3-2100 'Controller with Ethernet and data key, powder coated White outside and inside, two 8 .position detector racks, nine (9) two channel Reno A & E 3360 E. La Palma Ave. Anaheim, CA 92806 Rziwr 4 (�I� Page 1 of 1 }dam ""4 GTIMI' ■ E j1�a�t Group, roup, Inc. detectors, and one (1) Reno A & E bike detector, full complement of load switches, flashers and flash transfer relays, including outside test and technical support at time of turn -on at night. Excludes installation 4 ASC321110100000 12 ASC/3-2100 Controllerwith $2,380.00 28,560.00 Ethernet and Data Key 5 'FMOD 12 Field Modification equipment $2,746.001 $32,952.00 to existing NEMAtraffic !signal cabinets per City furnished list to include, • MMU • D panel with connecting cable • Filtered convenience outlet pedestrian isolation board • push button switch • SDLC cable from ASC13 to MMU • resistor panel assembly for pedestrian yellows 6 Field Labor 12 Field Modification Labor for $900.00'. $10,800.00' locations noted in line items s j#4,0 (work to be accomplished during :daytime hours). Hourly labor rate $150.00 x 6 hours per location) SubTotal $135,112.1 Shipping & include Handling* Estimated Taxes on $9,944.E equipment only, Bond (1.5%flat $2,026.( based on pre-tax. total):, TOTAL ;$147,083.( Note: Each product listed in this quotation is available for purchase separately at the itemized price listed. 3360 E. La Palma Ave. Anaheim, CA 92806 f'' IC:E: svwi W, :7 :::k r.:S�'aF V(G ;tt _d't'4 i9 E a5r+ E a. i•� -re FJ 3:i ?sig: .. ".,,=. :t 1::tl:_ - Page 1 of 1 QECOND�LITE 1;4*04'Group, Inc. Unless specifically requested or noted on this quotation, the product(s) quoted herein may or may not comply with any Buy America requirements. Quote Valid For: 30 Days FOB: Econolite Factory Terms: Not 30 days from date of shipment *Shipping: Included "Taxes; Estimated Included 6L*%49-� Pt-014.ct ytccw Gina Prohaska-Account Manager Mobile: 714-392-0321 gprohaska@econolite.com Delivery: 8 weeks ARO, 11 week including outside test, approved credit terms and submittal approval when applicable 3360 E. La Palma Ave, Anaheim, CA 92806 Page 1 of 1 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 Contract, 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 Vll (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 and volunteers. 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 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Econolite Control Products, Inc. Page B-1 Contract, 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 Contract shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers 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, and agents 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 Contracts 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 Contract. City 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 Contract 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 Econolite Control Products, Inc. Page B-2 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 Contract 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 Limitinq. 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 sub - consultant 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 Contract, 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 Contractors performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no 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 Econolite Control Products, Inc. Page B-3 judgment may be necessary for its proper protection and prosecution of the Work. Econolite Control Products, Inc. Page B-4 Bond No. LPM7640134 Premium: Included Executed in Duplicate EXHIBIT C CITY OF NEWPORT BEACH BOND NO, LPM7640134 LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to Econolite Control Products, Inc. hereinafter designated as the "Principal," a contract for the purchase and installation of traffic signal control equipment, in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the Work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. Fidelity and Deposit NOW, THEREFORE, We the undersigned Principal, and, company of Maryland duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held and firmly bound unto the City of Newport Beach, in the sum of One Hundred Forty -Seven Thousand Eighty -Three Dollars and 641100 ($147,083.64), lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the Work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorneys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 9100 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 9500 et seq. of the Civil Code of the State of California. Econolite Control Products, Inc. Page C-1 And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the Work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the Work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the 6th day of May , 2014 , EConolite Control Products, Inc. Name of Contractor (Principal) Fidelity and Deposit Company of Maryland Name of Surety 777 S. Figueroa Street, Suite 3900 Los Angeles, CA 90017 Address of Surety 213-270-0802 Telephone Adriana Valenzuela, Attorney -In -Fact Print Name and Title NOTARYACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED Econolite Control Products, Inc. Page C-2 h" ACKNOWLEDGMENT State of California County of Orange ) On May 16, 2014 before me, Leslie Cleveland, Notary Public (insert name and title of the officer) personally appeared Jeff Spinazze , who proved to me on the basis of satisfactory evidence to be the person(.) whose name(5) isles subscribed to the within instrument and acknowledged to me that he/we/yttl�y executed the same in hisl} gel r authorized capacity(Ws), and that by hislWr/tWr signatureW on the instrument the persoriM, or the entity upon behalf of which the person(.`) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal.LESLIE CLEVELAND m Commission # 1969117 Z :" Notary Public - California z Orange County > A MY Comm. Ex ire$ Mar 8, 2016' Signature Lilbi l 's LE '4ei(1 (Seal) Attached to Exhibit C City of Newport Beach Bond No LPM7640134 Labor and Materials Payment Bond dated 05/06/2014. ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Maryland, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by THOMAS O. MCCLELLAN, Vice President, in pursuance of authority granted by Article V, Section 8, of the By -Laws of said Companies, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute, and appoint Lourdes LANDA, Mark ROSSKOPF, Adrian VALENZUELA and Michael CASTANEDA, all of Fullerton, California, EACH its true and lawful agent and Attomey-in-Fact, to make, execute, seat and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of the By -Laws of said Companies, and is now in force. IN WITNESS WHEREOF, the said Vice -President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 6th day of February, A.D. 2014. ATTEST: 'I), ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND �+euWy, `ra orref�n 1*0, ' . 4 3 ra a� � y 6, JON Assistant Secretary Vice President Eric D. Barnes Thomas O. McClellan State of Maryland City of Baltimore On this 6th day of February, A.D. 2014, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, THOMAS O. MCCLELLAN, Vice President, and ERIC D. BARNES, Assistant Secretary, of the Companies, to me personalty known to be the individuals and officers described in and who executed the preceding instrument, and acknowledged the execution of same, and being by me duly swom, deposeth and saith, that he/she is the said officer of the Company aforesaid, and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies, and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. Constance A. Dunn, Notary Public My Commission Expires: July 14, 2015 POA -F 012-4152V ACKNOWLEDGMENT State of California County of Orange On May 6, 2014 before me, Rebecca Karen Saldana, Notary Public (insert name and title of the officer) personally appeared Adriana Valenzuela who proved to me on the basis of satisfactory evidence to be the subscribed to the within instrument and acknowledged to me that hi fhedthgtr authorized capacity(ieb), and that by Iys/her/their sigi person(q), or the entity upon behalf of which the person(? acted, whose na fey executed the same in on the instrument the the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. REBECCA KAREN SALDANA Commission # 2049077 a "=�z Notary Public -California z WITNESS my hand and official seal. z orange county ' My Comm. Expires Nov 16, 2017 Signature r1i (A (Seal) Bond No. LPM7640134 Premium: $1,324.00 EXHIBIT D Executed in Duplicate CITY OF NEWPORT BEACH BOND NO. LPM7640134 FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ 1,324.00 being at the rate of $ 9.00 thousand of the Contract price. WHEREAS, the City of Newport Beach, State of California, has awarded to Econolite Control Products, Inc. hereinafter designated as the "Principal," a contract for the purchase and installation of traffic signal control equipment in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and Fidelity and Deposit Company of Maryland duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety"), are held and firmly bound unto the City of Newport Beach, in the sum of One Hundred Forty -Seven Thousand Eighty -Three Dollars and 641100 ($147,083.64) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Contract, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the Work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by City, only in the event City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond, Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the Work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive Econolite Control Products, Inc. Page D-1 And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the Work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the Work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the 6th day of May 12014 . Econolite Control Products, Inc. Name of Contractor (Principal) Fidelity and Deposit Company of Maryland Name of Surety 777 S. Figueroa Street, Suite 3900 Los Angeles, CA 90017 Address of Surety 213-270-0802 Telephone Adriana Valenzuela, Attorney -In -Fact Print Name and Title NOTARYACKNOWLEDGMENTS OF CONTRACTORAND SURETYMUST BE ATTACHED Econolite Control Products, Inc. Page C-2 P,t, ACKNOWLEDGMENT State of California County of Orange ) On May 27, 2014 before me, Leslie Cleveland, Notary Public (insert name and title of the officer) personally appeared Jeff Spinazze , who proved to me on the basis of satisfactory evidence to be the person*) whose nameog) isLaCe subscribed to the within instrument and acknowledged to me that he/side/tKy executed the same in his/116004ir authorized capacity(igs), and that by his/Ar/tb�5ir signature* on the instrument the person($), or the entity upon behalf of which the person(g) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal.LESLIE CLEVELAND Commission # 1969117 Notary Public - California a Orange County M Comm. Ex fres Mar 8, 2016+ Signaturei-4ij,L '»f6,?iif> (Seal) Attached to Exhibit D City of Newport Beach Bond No LPM7640134 Faithful Performance Bond dated 05/06/2014. ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Maryland, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by THOMAS O. MCCLELLAN, Vice President, in pursuance of authority granted by Article V, Section 8, of the By -Laws of said Companies, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute, and appoint Lourdes LANDA, Mark ROSSKOPF, Adriana VALENZUELA and Michael CASTANEDA, all of Fullerton, California, EACH its true and lawful agent and Attomey-in-Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of the By -Laws of said Companies, and is now in force. IN WITNESS WHEREOF, the said Vice -President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 6th day of February, A.D. 2014. ATTEST: BY ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND CWyyp..../// `^p Otl'oSp •p1N-IN3p"qq`y"y�b 1F� 31P'a4 •`,„Pi`2COtroq„}'rl”: y'Yry �uFiM *,� Assistant Secretary Vice President Eric D. Barnes Thomas O. McClellan State of Maryland City of Baltimore On this 6th day of February, A.D. 2014, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, THOMAS O. MCCLELLAN, Vice President, and ERIC D. BARNES, Assistant Secretary, of the Companies, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and acknowledged the execution of same, and being by me duly swom, deposeth and saith, that he/she is the said officer of the Company aforesaid, and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies, and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. urns t Constance A. Dunn, Notary Public My Commission Expires: July 14, 2015 POA -F 012-4152V ACKNOWLEDGMENT State of California County of Orange On May 6, 2014 before me, Rebecca Karen Saldana, Notary Public (insert name and title of the officer) personally appeared Adriana Valenzuela who proved to me on the basis of satisfactory evidence to be the person(4 whose name( is/qe subscribed to the within instrument and acknowledged tom that *she/tf ey executed th same in hjs/her/th�ir authorized capacity(i s), and that by I�s/her/thf�r signature(s)' on the instrument the person(kor the entity upon beha f of which the person() acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. -- REBECCA KAREN SALDANA Commission # 2049077 Notary Public - California Z WITNESS my hand and official seal. Z ` orange County . Expires Nov 16, 2D47 My Com� Signature l'A ��L (Seal) CITY OF NEWPORT BEACH " City Council Staff Report May 13, 2014 Agenda Item No. 10. TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: David A. Webb, Public Works Director- (949) 644-3330, dawebb@newportbeachca.gov PREPARED BY: Brad Sommers, Senior Civil Engineer PHONE: 949-644-3326 TITLE: Traffic Signal Modernization Project Phase 6 (San Joaquin Hills Road and Newport Coast Drive) - Approval of Equipment Purchase Contract with Econolite Control Products, Inc. (CAP14-009) ABSTRACT: Phase 6 of the Traffic Signal Modernization Project is part of the planned eight -phase modernization of the traffic signal system. The agreement with Econolite Traffic Control Products, Inc. (Econolite) will provide traffic signal control equipment and installation services required to modernize the San Joaquin Hills Road and Newport Coast Drive corridor traffic signals. RECOMMENDATION: Approve the Purchase Contract with Econolite Control Products, Inc. of Anaheim, California for purchase and installation of advanced traffic signal control equipment for Phase 6 of the Traffic Signal Modernization Project, at a not to exceed price of $147,083.64 and authorize the Mayor and City Clerk to execute the Agreement. FUNDING REQUIREMENTS: The current adopted CIP budget includes sufficient funding for the award of this contract. The following accounts will be expended: ccount Descri tion Account Number mount General Fund 7013-C3001007 44,000.00 Measure M Competitive 7284-C3002018 92,695.00 Transportation / Circulation 7261-C3002018 10,388.64 otal: $ 147,083.64 276 DISCUSSION: During the initial design of the Citywide Traffic Signal Modernization project, staff completed a qualifications -based selection process to determine the best qualified vendor for the new traffic signal control hardware and software. Staff interviewed and completed an extensive evaluation of the products and services of seven different manufacturers and suppliers of traffic control equipment. Staff reviewed each firm's qualifications, past experience on similar projects, and availability before selecting Econolite as the best qualified firm to provide the hardware and software for our City-wide Traffic Signal Modernization project. Phases 1, 2, 3, 4, 5 and 7 of the eight phase project have been completed and staff is now ready to construct Phase 6. Attachment B shows the completed, current, and planned Traffic Signal Modernization project corridors. Construction of Phase 6 of the Traffic Signal Modernization Project includes installation of a fiber optic signal interconnect cable, Ethernet communication equipment, four CCTV cameras, and new traffic signal control equipment at 17 existing signalized intersections along San Joaquin Hills Road and Newport Coast Drive. Additionally, the project will rehabilitate existing traffic signals at the San Joaquin Hills Road/Crown Drive, San Joaquin Hills Road/Marguerite Avenue and Newport Coast Drive/Coast Highway intersections. As part of the Phase 6 Traffic Signal Modernization Project, Econolite, Inc. has prepared a proposal to provide and install advanced traffic management equipment necessary to upgrade the traffic signals to be compatible with the Traffic Management Center and Econolite Centracs Traffic Management Software. The Econolite Proposal has provisions for the following equipment and services: 1. Furnish Econolite ASC/3 Advanced Traffic Signal Controllers; 2. Furnish Econolite Traffic Signal Management equipment; 3. Furnish three Traffic Signal Control Cabinets for intersections requiring replacement; and 4. Provide installation and modification labor for the provided Econolite equipment. The Econolite Centracs traffic management system requires Econolite traffic signal control equipment, such as the Econolite ASC/3 traffic signal controllers, to operate efficiently and access the system's utilities. As Econolite has been selected as the vendor for these products for all of the previous Traffic Signal Modernization projects, staff will continue to purchase equipment directly from Econolite to build out and maintain the traffic signal system. A separate contract will be awarded for the construction component of the Phase 6 Traffic Signal Modernization Project. The construction contract will include: Installation of fiber optic signal interconnect cable and Ethernet communication equipment; Installation of new traffic signal control equipment at 17 existing signalized intersections; Installation of four Closed Circuit Television Cameras (CCTV); 277 Provide fiber optic communication node for future connection to the Newport Coast Community Center and Fire Station #8; and Rehabilitate three existing traffic signals. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this project exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15301 (for repair, maintenance and minor alteration of existing public facilities with negligible expansion) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential to have a significant effect on the environment. NOTICING: 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: Description Attachment A - Purchase Contract Attachment B - Traffic Signal Modernization Phasing Exhibit 278 ATTACHMENT A CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. FOR PURCHASE AND INSTALLATION OF TRAFFIC CONTROL EQUIPMENT FOR PHASE 6 OF THE TRAFFIC SIGNAL MODERNIZATION PROJECT THIS PURCHASE AND INSTALLATION CONTRACT ("Contract") is made and entered into as of this 14"' day of May, 2014, by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ECONOLITE CONTROL PRODUCTS, INC., a California corporation ("Contractor"), whose principal place of business is 3360 E. La Palma Ave., Anaheim, CA 92806, and is made with reference to the following: RECITALS 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. As part of Phase Six of the Traffic Signal Modernization project ('Project'), City desires to purchase necessary traffic signal equipment from Contractor and to engage Contractor for installation of said equipment as detailed in the Scope of Work attached hereto as Exhibit A. 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 specked in this Contract. D. Contractor is a manufacturer and supplier of traffic control equipment, advanced traffic management systems and traffic controller firmware. 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 Contract, 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 is shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Contract, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. Econolite Control Products, Inc. Page 1 279 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: Sell to City, and install, equipment (hereinafter referred to as "the System") listed and set forth in the Scope of Work attached hereto as Schedule 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 Contract 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 Contract by City as outlined in Section 17 below. 2.2 Force Majeure. The time period(s) specified in Exhibit A for performance of services rendered pursuant to this Contract 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 Contract. In no event shall Contractor be entitled to recover damages against City for any delay in performance of this Contract, however caused, Contractor's sole remedy being extension of the Contract pursuant to this Section. 3. TERM Unless earlier terminated in accordance with Section 17 of this Contract, this Contract shall continue in full force and effect until completion of the services agreed to herein or until April 30, 2015, whichever occurs first. 4. COMPENSATION 4.1 As full compensation for the performance and completion of the Project as required by the Scope of Work, City shall pay to Contractor and Contractor accepts as the full Purchase Price the sum of One Hundred Forty -Seven Thousand Eighty -Three Dollars and 641100 ($147,083.64) ("Purchase Price"). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. The City shall make monthly progress payments for labor as the Project work proceeds based on the fee schedule set forth in Exhibit A. 4.2 Payment for Labor. Subject to the terms of Section 3 of this Contract, City shall make monthly progress payments for labor as the Project work proceeds. Contractor Econolite Control Products, Inc. Page 2 :N shall prepare monthly Invoices reflecting labor done during the previous on -month period. Payments for labor shall be based on the hourly rates and other fees set forth in Exhibit A. 4.3 Payment for Equipment Installed. Ninety percent (90%) payment for equipment, including any software installed on such equipment, shall be payable upon delivery to the City. Final ten percent (10%) payment for equipment shall be payable upon Installation of such equipment at the City after such equipment successfully passes installation testing. Installation testing shall include full operation of the installed equipment at the time of traffic signal tum -on. Contractor shall prepare monthly invoices reflecting equipment delivered and/or installed during the previous one-month period. 4.4 All shipping and insurance costs to and from the installation sites are included in the purchase price of the Project, as listed in Exhibit A. All payments to shipping agents and for insurance fees shall be made directly by Contractor and the City shall make no payments to any firm concerning the shipment, installation, and delivery of hardware which is not a part of this Contract and for which exact payments are not described. Contractor shall be responsible for all arrangements for the shipment of software, hardware and equipment to the City, and/or movement of the hardware to the prepared site within the City. Contractor shall also be responsible for removal of all debris and packing materials from the City site resulting from the installation of the equipment, hardware and software. 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 hardware in accordance with the instructions of Contractor. The City shall complete site preparation prior to the date of installation of the hardware, 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. 4.6 Extra Work. Contractor shall not receive any compensation for Extra Work without the prior written authorization of the City. As used herein, "Extra Work" means any work that is determined by the City to be necessary for the proper completion of the Project, but which is not included in the Purchase Price as specified in Exhibit A, and which parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the hourly rates set forth in Exhibit A. 5. ADMINISTRATION This Contract will be administered by the Public Works Department. The Public Works Director or designee shall be the Project Administrator and shall have the authority to act for City under this Contract. 6. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 6.1 Contractor shall use only the standard materials described in Exhibit A in performing services under this Contract. Any deviation from the materials described in Econolite Control Products, Inc. Page 3 281 Exhibit A shall not be installed unless approved in advance by the City Project Administrator. 6.2 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 Contract, 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. 7. RESPONSIBILITY FOR DAMAGES OR INJURY 7.1 City and all officers, employees and representatives thereof 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 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. 7.2 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. 7.3 Contractor shall indemnify, hold harmless, and defend City, its officers and employees from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims to the extent arising from any and all negligent acts or omissions or willful misconduct of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Contract; (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 Contract. Contractor shall not be held responsible for consequential or special damages, or claims made to City for such consequential or special damages. Nothing herein shall require Contractor to indemnify City from the negligence or willful misconduct of City, its officers or employees. 7.4 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 Econolite Control Products, Inc. Page 4 Q?J unintentional violation of the intellectual property rights of any third party with respect to equipment and software deliverables purchased in this Contract 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 Contract. 7.5 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. 7.6 Contractor shall provide traffic control and access in accordance with Section 7-10 of the State Standard Specifications and the latest edition of the Work Area Traffic Control Handbook (WATCH), as published by Building News, Inc. 7.7 If necessary, traffic control plans for field work will be provided by City, or with two (2) weeks prior written notice, by Contractor. Traffic control services provided by Contractor shall be considered Extra Work, and will be billed to the City separately from monthly progress payments. 7.8 At the request of the City, the Contractor shall submit to the Engineer a traffic control plan and detour plan for each street and sidewalk within the project area. The Contractor shall be responsible for processing and obtaining approval of a traffic control plan from the City's Traffic Engineer. The Contractor shall adhere to the conditions of the traffic control plan. Traffic control plans shall be prepared, signed, and sealed by a California licensed Civil Engineer or Traffic Engineer, as directed by the City Traffic Engineer, and conform to the provisions of the WORK AREA TRAFFIC CONTROL HANDBOOK (W.A.T.C.H), Latest Edition. 7.9 Traffic control and detours shall at a minimum meet the following requirements: 7.9.1 Emergency vehicle access shall be maintained at all times. 7.9.2 The locations and wordings of all barricades, signs, delineators, lights, warning devices, parking restrictions, and any other required details shall ensure that all pedestrian and vehicular traffic will be handled in a safe manner with a minimum of inconvenience to the public. 7.9.3 All advanced warning sign installations shall be reflectorized and/or lighted. 7.9.4 Traffic signal system shutdown or planned "red flash" shall be limited to 4 -hour periods between the hours of 9:00 a.m. and 3:00 p.m. on weekdays (Monday through Thursday), except as authorized by the Project Administrator. Econolite Control Products, Inc. Page 5 PI -A 7.9.5 "STOP AHEAD" and "STOP" signs shall be furnished by the Contractor and shall conform to the provisions in Section 12-3.06, "Construction Area Signs," of the State Standard Specifications except that the base material for the signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 7.10 Nothing in this Section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Contract, except to the extent provided in Section 7.3 above. 7.11 The rights and obligations set forth in this Section shall survive the termination of this Contract. 8. 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 temts of this Contract. No civil service status or other right of employment shall accrue to Contractor or Its employees. 9. 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. iT1altli!` 17,_-N119i 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 Contract or for other periods as specified in this Contract, 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. 11. BONDING 11.1 Contractor shall obtain, provide and maintain at its own expense during the term of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Contract and in the forth attached hereto as Exhibit C which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Contract in the form attached hereto as Exhibit D which is incorporated herein by this reference. 11.2 The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Econolite Control Products, Inc. Page 6 WE Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property - Casualty. 11.3 The Contractor shall deliver, concurrently with execution of this Contract, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority' of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. 12. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime work for each craft or type of workman needed to execute the work contemplated under the Contract shall be paid to all workmen employed on the work to be done according to the Contract by the Contractor and any subcontractor. In accordance with the Califomia Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Contract. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 13. SUBCONTRACTING 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 Contract 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 Contract shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 14. 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 Econolite Control Products, Inc. Page 7 285 a failure to pay according to the terms of this Contract. 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. 15. CONFLICTS OF INTEREST 15.1 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 Contract, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 15.2 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 Contract by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 16. NOTICES 16.1 All notices, demands, requests or approvals to be given under the terms of this Contract 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: Attn: Brad Sommers Public Works Department City of Newport Beach 100 Civic Center Dr. P.O. Box 1768 Newport Beach, CA 92658 16.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Kristen Eid Econolite Control Products, Inc. 3360 E. La Palma Ave. Anaheim, CA 92806 Econolite Control Products, Inc. Page 8 W. 17. TERMINATION 17.1 Termination With Cause - In the event that either party fails or refuses to perform any of the provisions of this Contract at the time and in the manner required, that party shall be deemed in default in the performance of this Contract. 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 Contract forthwith by giving to the defaulting party written notice thereof. 17.2 Termination Without Cause. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Contract at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination under this 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 software, hardware, and equipment delivered to City site under this Contract that City deems usable. 18. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Contract by Contractor is a representation that Contractor has visited the Project site(s), has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its Project proposal and Scope of Work. 19. WARRANTY 19.1 Contractor warrants to City that all equipment 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 one year from the date of Final System Acceptance of Project by City for software products, two years from the date of Final System Acceptance by City for hardware products not manufactured by the Contractor, and two years from the date of Final System Acceptance by City for hardware products manufactured by Contractor. If Contractor installs the equipment and software, or supplies technical directions of Installation by contract, the warranty period shall run from the date of Final System Acceptance by City, provided same is not unreasonably delayed by City. 19.2 If Contractor -manufactured equipment delivered hereunder does not meet the above warranty, and if City promptly notifies Contractor in writing, Contractor shall thereupon correct any defect, including non-conforrnance with the specifications, either (at Its option) by repairing any defective or damaged parts of the equipment, 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 Econolite Control Products, Inc. Page 9 287 Contractor, at Contractor's expense. Contractor shall repair or replace the defective item and return it to City, shipping costs prepaid. Contractor shall perform any necessary diagnostic work, software, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractor's equipment. 19.3 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. 20. REPRESENTATIONS 20.1 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. 20.2 Authod . Each party represents as follows: (a) that it has full power and authority to execute, deliver and perform its obligations under this Contract; (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 Contract or the rights, duties and obligations of the parties hereunder, and (c) that the execution, delivery and performance of this Contract 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. 20.3 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. 21. CONFIDENTIAL INFORMATION. 21.1 Confidential Information. In the performance of this Contract 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 Contract 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 partys 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 Econolite Control Products, Inc. Page 10 confidentiality as described hereunder shall be subject to the laws of the State of California. 21.2 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. 21.3 Riaht to Injunctive 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 Article, 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 Article. 22. ASSIGNMENT This Contract shall not be assigned by any party, or any parry substituted, without prior written consent of the City and the Contractor. 23. STANDARD PROVISIONS 23.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Contract. 23.2 Compliance with all Laws. Consultant 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 Consultant 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. 23.3 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. 23.4 Intearated Contract. This Contract 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. 23.5 Conflicts or Inconsistencies. In the event there are any conflicts or Inconsistencies between this Contract and the Scope of Services or any other attachments attached hereto, the terms of this Contract shall govern. Econolite Control Products, Inc. Page 11 23.6 Interoretation. The terms of this Contract 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 Contract or any other rule of construction which might otherwise apply. 23.7 Amendments. This Contract may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 23.8 Severability. If any term or portion of this Contract is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Contract shall continue in full force and effect. 23.9 Controlling Law and Venue. The laws of the State of California shall govern this Contract and all matters relating to it and any action brought relating to this Contract shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 23.10 Equal Opportunity Employment. Consultant 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. 23.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Contract, the prevailing party shall not be entitled to attomeys' fees. 23.12 Counterparts. This Contract 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 Control Products, Inc. Page 12 19+II] IN WITNESS WHEREOF, the parties have caused this Contract to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 5-fe-Iq By: 1 Aaron C. JHarp City Attorney ATTEST: M Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Rush N. Hill, II Mayor CONTRACTOR: Econolite Control Products, Inc., a California corporation By: J.P. Spinazze Senior Vice President Raquel Martin Leano Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Insurance Requirements Exhibit C — Labor and Materials Payment Bond Exhibit D — Faithful Performance Bond RAE EXHIBIT A SCOPE OF SERVICES Econolite Control Products, Inc. Page A-1 292 , ECONOUTE V; Group, Inc. Date: April 22 ,2014 To: City of Newport Beach Re: City of Newport Beach Phase 6 Traffic Attn: Bryan Lao Signal Modemizatlon Project 100 Civic Center Drive Project Ref: City of Newport Beach Phase 6 Newport Beach, CA 92890 Traffic Signal Modernization Project Econalhe Reference: Phase 9 Item A Part # 1 TS2CAB Qty Description 1 3 'TS2CAB FS�#--CMUCUJ IM, Price per, ;San Joaquin at Crown Drive :$20,888.00; $20,888.00 NEMA TS2 Type 2 Type P Kabinet, ASC(3-2100 'Controller with Ethernet and ;data key, powder coated White ioutside and inside, two 8 position detector rests, eight j(8) two channel Reno A & E detectors, two (2) Reno A& E ;bike detectors, full complement i i ;of load switches, flashers and ;flash transfer relays, including !outside test and technical ;support at time of tum -on at Inight !Excludes installation iNewport Coast Drive and $21,623.001 $21,623.00 Coast Highway NEMA T82 Type 2 Type R :Cabinet, ASC/3-2100 iController with Ethernet and !data key, powder coated White ;outside and Inside, two B :position detector racks, eleven (11) two channel Reno A & E ; 1detectors, two (2) Reno A& E :bike detectors, full complement iof load switches, flashers and ;flash transfer relays, Including ;outside test and technical support at time of tum -on at .night ;Excludes Installation San Joaquin Hills Road at $20,411.00 $20,411.00 ;Marguerite Avenue -NEMA TS2 Type 2 Type P Cabinet, ASC/3-2100 `:Controller with Ethernet and data key, powder coated White outside and inside, two 8 position detector racks, nine (9) Iwo channel Reno A & E 3360 E. La Palma Ave. Anaheim, CA 92806 Rim Vbaft- tmrx Page 1 of 1 293 ECONOUTE W • Group, Inc. 4 :ASC321110100000 12 5 'FMOD 12 i 5 Field Labor 12 Note, Each product fisted In this quotation is available for purchase separately at the Itemized price listed. 3360 E. La Palma Ave. Anaheim, CA 92606 x;a=aCa:anave..re-� corgis ,:xrc�c:anac7t_e•r� •m�iti'ltii° ��' Page 1 of 1 294 detectors, and one (1) Reno A '$135,1 8 E bike detector, full incl complement of load switches, flashers and flash transfer $9,9 'relays, including outside test and technical support at time of i ;tum -on at night, $2,0 :Excludes installation !ASC13.2100Controller with $2,380.00 28,560.00 ;Ethernet and Data Key !$147,0 ,Field Modification equipment $2,748.00: $32,952.00 ,to existing NEMA traffic ;signal cabinets per City furnished list to Include. • MMU D panel with connecting cable • Filtered convenience outlet • pedestrian Isolation 1 board • push button switch I • SDLC cable from ASC13 to MMU • resistor panel assembly for pedestrian yellows i Field Modification Labor for $9 00.00i $10,800.00 ,locations noted In line Items #4,#5 (work to be I ;accomplished during ;daytime hours). Hourly labor rate $150.00 x 6 hours per ; Note, Each product fisted In this quotation is available for purchase separately at the Itemized price listed. 3360 E. La Palma Ave. Anaheim, CA 92606 x;a=aCa:anave..re-� corgis ,:xrc�c:anac7t_e•r� •m�iti'ltii° ��' Page 1 of 1 294 ------------ SubTotal '$135,1 Shipping & incl Handling' Estimated Taxes on, $9,9 equipment only; Bond (1.5%flat: $2,0 based on pre-tax'. total); TOTAL; !$147,0 Note, Each product fisted In this quotation is available for purchase separately at the Itemized price listed. 3360 E. La Palma Ave. Anaheim, CA 92606 x;a=aCa:anave..re-� corgis ,:xrc�c:anac7t_e•r� •m�iti'ltii° ��' Page 1 of 1 294 ECONOLITE w Group, Inc. Unless specifically requested or noted on this quotation, the product(s) quoted herein may or may not comply with any Buy America requirements. Quote Valid For: 30 Days FOB: Econolite Factory Terms: Net 30 days from date of shipment *Shipping: Included "Taxes: Estimated Included Givt41210 Pc�o Y+.aslca Gina Prohaska-Account Manager Mobile: 714-392-0321 gprohaeka@econolite.com Delivery: 8 weeks ARO, 11 week Including outside test, approved credit terms and submittal approval when applicable 3360 E. La Palma Ave. Anaheim, CA 92806 �saccanaaa�..rrc3 Ctnc fS Trorc�r+,ucea,:a•c_= � urs! aLIImR L-L--b�a1stmra Page 1 of 1 295 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 Contract, 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 and volunteers. 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 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Econolite Control Products, Inc. Page B-1 296 Contract, 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 Contract shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers 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, and agents 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 Contracts 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 Contract. City 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 Contract 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 Econolite Control Products, Inc. Page B-2 297 additional cost to Contractor, City and Contractor may renegotiate Contractors 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 Contract 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. Reauirements 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 sub - consultant 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 Contract, or to suspend Contractors 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 Contractors performance under this Contract, and that involve or may Involve coverage under any of the required liability policies. City assumes no 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. Contractors Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own Econolite Control Products, Inc. Page B-3 - judgment may be necessary for its proper protection and prosecution of the Work. Econolite Control Products, Inc. Page B-4 299 EXHIBIT C CITY OF NEWPORT BEACH BOND NO. LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of Califomia, has awarded to ECONOLITE CONTROL PRODUCTS, INC. hereinafter designated as the "Principal," a contract for the purchase and installation of traffic signal control equipment, in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used In, upon, for, or about the performance of the Work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held and firmly bound unto the City of Newport Beach, in the sum of One Hundred Forty -Seven Thousand Eighty -Three Dollars and 641100 ($147,083.64), lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, Implements or machinery used in, upon, for, or about the performance of the Work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorneys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 9100 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 9500 at seq. of the Civil Code of the State of California. Econolite Control Products, Inc. Page C-1 300 And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the Work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the Work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the day of 20_ Name of Contractor (Principal) Name of Surety Address of Surety Telephone Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED Econolite Control Products, Inc. Page C-2 [boll EXHIBIT D CITY OF NEWPORT BEACH BOND NO. FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ being at the rate of $ thousand of the Contract price. WHEREAS, the City of Newport Beach, State of California, has awarded to ECONOLITE CONTROL PRODUCTS, INC. hereinafter designated as the "Principal," a contract for the purchase and installation of traffic signal control equipment in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and ,duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety"), are held and firmly bound unto the City of Newport Beach, in the sum of One Hundred Forty -Seven Thousand Eighty -Three Dollars and 641100 ($147,083.64) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Contract, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the Work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specked in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by City, only in the event City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the Work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive Econolite Control Products, Inc. Page D-1 302 notice of any such change, extension of time, alterations or additions of the Contract or to the Work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the day of 20_ Name of Contractor (Principal) Name of Surety Address of Surety Telephone Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARYACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED Econolite Control Products, Inc. Page D-2 08191 ACKNOWLEDGMENT State of California County of ) ss. On 20 before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) ACKNOWLEDGMENT State of California County of ) ss. On 20 before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) OOZE �ap4h TRAFFIC SIGNAL MODERNIZATION CITY OF NEWPORT BEACH ►rc Traffic Signal Modernization Phasing Exhibit M �@YOBHI'a[ - elvVplp4p! V ATTACHMENT B LEGEND PHASES 1-6!7COA ET (%ffiC ALS) POASE 6 PLAN.SEO CONSTRUMON (13 ffiGNALS) I'tlASE 6 PCTOES 1'LANNIA CONST (16 MCNALS) Ftl MI -!&]CCTV CA6188A3 CONIPLST (31 CAILEAS) y� PNASE 6 PLANN80 CCl'V(6 CAIXEAS) PNAEE B EL .. CCTV(!CAA "m . COAPNL "WON9 CITY OF NEWPORT BEACH PUBLIC WORKS DEPARTMENT C-5442 05/13/2014 305 CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. FOR PURCHASE AND INSTALLATION OF TRAFFIC SIGNAL CONTROL EQUIPMENT FOR PHASE 5 OF THE TRAFFIC SIGNAL MODERNIZATION PROJECT THIS CONTRACT is made and entered into as of this 14h day of V"""1 , 2011, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation and Charter City ("City"), and ECONOLITE CONTROL PRODUCTS, INC., a California corporation whose principal place of business is 3360 E. La Palma Ave., Anaheim, CA 92806, ("Contractor"), and is made with reference to the following: RECITALS 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. As part of Phase Five (Newport Center) of the traffic Signal Modernization Project ("Project"), City desires to purchase necessary traffic signal equipment form Contractor and to engage Contractor for installation of said equipment as detailed in the attached Scope of Work (Exhibit A). 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. Contractor is a manufacturer and supplier of traffic control equipment, advanced traffic management systems and traffic controller firmware. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SCOPE OF WORK 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 this 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 shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 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. In consideration of the payment of the Purchase Price and subject to all the terms and conditions hereof, Contractor shall: (a) Sell to City, and install, equipment (hereinafter referred to as "the System") 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 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 Section 2.2 below. The failure by Contractor to meet this schedule may result in termination of this Agreement by City as outlined in Section 16. 2.1 Force Maieur 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. 2.2 Term Unless earlier terminated in accordance with Section 17 of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein or until June 30, 2012, whichever occurs first. 3. COMPENSATION As full compensation for the performance and completion of the Project as required by the Scope of Work, City shall pay to Contractor and Contractor accepts as the full Purchase Price the sum of Two Hundred Twelve Thousand, Six Hundred Twenty - One Dollars and Forty Cents ($212,621.40). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. The City shall make monthly progress payments for labor as the Project work proceeds based on the fee schedule set forth in Exhibit A. 3.1 Payment for Labor. Subject to the terms of Section 3 of this Agreement, City shall make monthly progress payments for labor as the Project work proceeds. Contractor shall prepare monthly invoices reflecting labor done during the previous one-month period. Payments for labor shall be based on the hourly rates and other fees set forth in Exhibit A. 3.2 Payment for Equipment Installed. Ninety percent (90%) payment for equipment, including any software installed on such equipment, shall be payable upon delivery to the City. Final ten percent (10%) payment for equipment shall be 91 payable upon installation of such equipment at the City after such equipment successfully passes Installation Testing. Installation Testing shall include full operation of the installed equipment at the time of traffic signal turn -on. Contractor shall prepare monthly invoices reflecting equipment delivered and/or installed during the previous one-month period. 3.3 Payment for Spare Equipment. The terms of this Agreement include purchase of equipment that will not be installed at the City under this Agreement. Subject to Section 3.4 of this Agreement, payment for equipment described in Exhibit A as spare equipment ("Spare Equipment') shall be payable upon delivery to the City. Contractor shall prepare monthly invoices reflecting spare equipment delivered to the City in the previous one-month period. 3.4 All shipping and insurance costs to and from the installation sites are included in the purchase price of the Project, as listed in Exhibit A. All payments to shipping agents and for insurance fees shall be made directly by Contractor and the City shall make no payments to any firm concerning the shipment, installation and delivery of hardware which is not a part of this Agreement and for which exact payments are not described. Contractor shall be responsible for all arrangements for the shipment or equipment to the City, and/or movement of the equipment to the prepared site within the City. Contractor shall also be responsible for removal of all debris and packing materials from the City site resulting from the installation•of the equipment, hardware and software. 3.5 Contractor shall provide City with a minimum 14 days notice of its dates of installation to enable the City to prepare the installation sites for the equipment in accordance with the instructions of Contractor. The City shall complete site preparation prior to the date of installation of the hardware, 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. 3.6 Extra Work - Contractor shall not receive any compensation for Extra Work without the prior written authorization of the City. As used herein, "Extra Work" means any work that is determined by the City to be necessary for the proper completion of the Project, but which is not included in the Purchase Price as specified in Exhibit A, and which parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the hourly rates set forth in Exhibit A. 4. ADMINISTRATION This Agreement will be administered by the Public Works Department. Brad Sommers shall be the Project Administrator and shall have the authority to act for City under this Agreement. 5. TYPE AND INSTALLATION OF MATERIALSISTANDARD OF CARE 5.1 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. 5.2 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. 6. RESPONSIBILITY FOR DAMAGES OR INJURY 6.1 City and all officers, employees and representatives thereof 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 by Contractor, or its subconcontractors, or its workers, or anyone employed by either of them. 6.2 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 arising from Contractor's work on the Project, or the work of any subcontractor or supplier selected by the Contractor. 6.3 Contractor shall indemnify, hold harmless, and defend City, its officers and employees from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims arising from any and all acts or omissions of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Agreement; (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 subconcontractors 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 herein shall require Contractor to indemnify City from the sole negligence or willful misconduct of City, its officers or employees. 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 equipment and software 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. 6.4 Contractor shall perform all Project work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original M 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. 6.5 Contractor shall provide traffic control and access in accordance with Section 7- 10 of the State Standard Specifications and the latest edition of the Work Area Traffic Control Handbook (WATCH), as published by Building News, Inc. If necessary, traffic control plans for field work will be provided by City, or with two weeks prior written notice, by Contractor. Traffic control services provided by Contractor shall be considered Extra Work, and will be billed to the City separately from monthly progress payments. At the request of the City, the Contractor shall submit to the Engineer a traffic control plan and detour plan for each street and sidewalk within the project area. The Contractor shall be responsible for processing and obtaining approval of a traffic control plan from the City's Traffic Engineer. The Contractor shall adhere to the conditions of the traffic control plan. Traffic control plans shall be prepared, signed, and sealed by a California licensed Civil Engineer or Traffic Engineer, as directed by the City Traffic Engineer, and conform to the provisions of the WORK AREA TRAFFIC CONTROL HANDBOOK (W.A.T.C.H), Latest Edition. Traffic control and detours shall at a minimum meet the following requirements: A. Emergency vehicle access shall be maintained at all times. B. The locations and wordings of all barricades, signs, delineators, lights, warning devices, parking restrictions, and any other required details shall ensure that all pedestrian and vehicular traffic will be handled in a safe manner with a minimum of inconvenience to the public. C. All advanced warning sign installations shall be reflectorized and/or lighted. Traffic signal system shutdown or planned 'red flash" shall be limited to 4 -hour periods between the hours of 9:00 AM and 3:00 PM on weekdays (Monday through Thursday), except as authorized by the Engineer. "STOP AHEAD" and "STOP" signs shall be furnished by the contractor and shall conform to the provisions in Section 12-3.06, "Construction Area Signs," of the State Standard Specifications except that the base material for the signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 6.6 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 6.3 above. 6.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. A 7. 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. 8. 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. 9. INSURANCE 9.1 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 Contract, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. 9.2 Coverage and Limit Requirements. 9.2.1 Workers' Compensation. Contractor shall maintain Workers' Compensation Insurance providing statutory benefits and employer's liability insurance with limits of at least one million dollars ($1,000,000) each type for Contractor's Employees in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. The insurer issuing the Workers' Compensation insurance shall amend its policy by endorsement to waive all rights of subrogation against City, its elected or appointed officers; agents, officials, employees and volunteers. Contractor shall submit to City, along with the required certificate of insurance, a copy of such waiver of subrogation endorsement. 9.2.2 General Liability. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) General Aggregate and two million dollars ($2,000,000) Products and Completed Operations Aggregate for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Coverage shall be at least as broad as that provided by Insurance Services Office form CG 00 01. None of the policies required herein shall be in compliance with these requirements if they include any limiting endorsement that has not been first submitted to City and approved in writing. 9.2.3 Automobile Liability. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Contract, 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 for each accident. 9.2.4 Builders Risk. For Contracts with Construction/Builders Risk property exposures, Contractor shall maintain Builders Risk insurance or an installation floater as directed by City, covering damages to the Work for "all risk" or special form causes of loss with limits equal to one hundred percent (100%) of the completed value of Contract, with coverage to continue until final acceptance of the Work by City. At the discretion of City, the requirement for such coverage may include additional protection for Earthquake and/or Flood. City shall be included as an insured on such policy, and Contractor shall provide the City with a copy of the policy. 9.3 Other Insurance Provisions, 9.3.1 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 an additional insured endorsement for general liability. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current evidence of insurance shall be kept on file with City at all times during the term of this Contract. All of the executed documents referenced in this Contract must be returned within ten (10) working days after the date on the "Notification of Award," so that the City may review and approve all insurance and bond documentation. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 9.3.2 General liability insurance provisions. Primary and excess or umbrella liability policies are to contain, or be endorsed to contain, the following provisions: 9.3.2.1 City, its elected or appointed officers, agents, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor, products and completed operations of Contractor, premises owned, occupied or used by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, its elected or appointed officers, officials, employees, agents or volunteers. Contractor shall submit to City a copy of the additional insured endorsement along with the required certificates of insurance. 9.3.2.2 Contractor's insurance coverage shall be primary insurance and/or primary source of recovery as respects City, its elected or appointed officers, agents, officials, employees and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to the City. Any insurance or self-insurance maintained by City, its officers, officials, employees and volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 9.3.2.2 Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 9.3.3 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. 9.3.4 Notice of Cancellation. Contractor agrees to oblige its insurance broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage except for builder's risk insurance. The builder's risk policy will contain or be endorsed to contain a provision providing for thirty (30) days written notice to City of cancellation or nonrenewal, except for nonpayment for which ten (10) days notice is required. 9.3.5 Self -Insured Retentions. Contractor agrees not to self -insure or to use any self-insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self -insure its obligations to City. If contractor's existing coverage includes a self-insured retention, the self-insured retention must be declared to City. City may review options with the contractor, which may include reduction or elimination of the self-insured retention, substitution of other coverage, or other solutions. Contractor agrees to be responsible for payment of any deductibles on their policies. 9.3.6 Timely Notice of Claims. Contractor shall give City prompt and timely notice of any claim made or suit instituted arising out of or resulting from Contractor's performance under this Contract. 9.3.7 Waiver. All insurance coverage maintained or procured pursuant to this Contract shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers, 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 and insurance clauses from each of its subcontractors. 9.3.8 Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 9.3.9 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. 9.3.10 City's Remedies. City shall have the right to order the Contractor to stop work under this Contract and/or withhold any payment(s) that become due to Contractor hereunder until Contractor demonstrates compliance with the requirements of this article. In the alternative, City may purchase the required coverage and charge Contractor the cost of the premiums or deduct the cost from Contractor's payments. 9.3.11 Coverage not Limited. All insurance coverage and limits provided by contractor and available or applicable to this Contract are intended to apply to the full extent of the policies. Nothing contained in this Contract or any other Contract relating to the city or its operations limits the application of such insurance coverage. 9.3.12 Coverage Renewal. Contractor will renew the coverage required here annually as long as Contractor continues to provide any Services under this or any other contract with the City. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Contract have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of the coverages. 10. BONDING Contractor shall obtain, provide and maintain at its own expense during the term of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and in the form attached hereto as Exhibit B which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total {J amount to be paid Contractor as set forth in this Agreement in the form attached hereto as Exhibits C which is incorporated herein by this reference. The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. The Contractor shall deliver, concurrently with execution of this Agreement, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the Sate of California. 11. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime work for each craft or type of workman needed to execute the work contemplated under the Agreement shall be paid to all workmen employed on the work to be done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 12. SUBCONTRACTING City and Contractor agree that subcontractors may be used to complete the work outlined in the Scope of Services provided the Contractor obtains City approval in writing prior to the subcontractor performing any work. Contractor shall be fully responsible to City for all acts and omissions of the subcontractors. Nothing in this Contract shall create any contractual relationship between City and 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. 13. 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 Contract. 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. 10 14. CONFLICTS OF INTEREST 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 Contract, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 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 Contract by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 15. NOTICES 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: Attn: Brad Sommers Public Works Department City of Newport Beach 3300 Newport Blvd. Newport Beach, CA, 92660 Phone: 949-644-3329 Fax: 949-644-3318 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Roy Howard Econolite Control Products, Inc. 3360 E. La Palma Ave. Anaheim, CA 92806 Phone: (719) 471-9866 ext. 352 Fax: (719)471-9063 16. TERMINATION 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. 11 17 iiH im 20. 21 22. 23. 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 under this 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 software, hardware, and equipment delivered to City site under this Agreement that City deems usable. 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. WAIVER A waiver by City of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. INTEGRATED AGREEMENT 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. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or product warranties, including Software and Hardware warranties contained in the Scope of Services or delivered to City after execution of this Agreement, the terms of this Agreement shall govern. 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. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project Site, has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its Project Proposal and Scope of Work. 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. 12 24. 25. 99 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. 11TIri1:4:?M011111ri Contractor warrants to City that all equipment 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 one year from the date of Final System Acceptance of Project by City equipment products not manufactured by the Contractor, and two years from the date of Final System Acceptance by City for equipment products manufactured by Contractor. If Contractor installs the equipment, or supplies technical directions of installation by contract, the warranty period shall run from the date of Final System Acceptance by City, provided same is not unreasonably delayed by City. If Contractor -manufactured equipment delivered hereunder does 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 equipment, or by making available any necessary replacement parts, delivered and installed without additional charge to City within seven (7) working days, unless the failure is of Severity Level One, as defined by Section 6.5(B) of this Agreement. 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. Contractor shall perform any necessary diagnostic work, software, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractor's equipment. 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. REPRESENTATIONS Non -infringement. ECONOLITE 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. 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 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. 13 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. 27. CONFIDENTIAL INFORMATION. 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. 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. Right to Iniunctive 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 Article, 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 Article. 28. ASSIGNMENT This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. 29. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 30. OTHER MATTERS Severability. In the event any of the provisions of this Agreement shall, for any reason, be held void or unenforceable, the remaining provisions shall remain in full effect and shall control. 14 Invalidity. Any provisions of this Agreement prohibited by the law of any state shall, as to said state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. Absence of Third Party Beneficiary Rights. Except as otherwise provided in this Agreement, no provision of this Agreement is intended, nor shall be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any affiliate or subsidiary, and all provisions hereof shall be personal solely between the parties hereto. Headings. Article and Section headings are included solely for convenience, are not to be considered a part of this Agreement nor are they intended to be full and accurate descriptions of the contents thereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: Leonie Mulvihill Assistant City Attorney ATTEST: By: 4p'-� L) �yw'� Leilani I. Brown, _d9daffim— City Clerk Attachments sU FORS CITY OF VEWPORT BEACH, A Munici I Corporatio By: Michael F. Henn Mayor ECONOLITE CONTROL PRODUCTS, INC. By: P 01 *eniVpce ze President B iat MC1I t i I I �iL- /ria fth . b_e2no Assistant Se ret Oki Exhibit A - Scope of Services (Econolite Proposal) Exhibit B - Labor and Materials Payment Bond Exhibit C - Faithful Performance Bond 15 EXHIBIT A SALES QUOTATION Date: May 18, 2011 To: City of Newport Beach Attn: Brad Sommers RE: City of Newport Beach Traffic Signal Modernization Project Phase 5 (Proposal based on Econolite field review) We are offering the following products at the prices and conditions set forth on this form. Quantity Unit Description Unit Price Extended Price Field Modification Equipment to existing NEMA traffic signal cabinets per City furnished list to include: MMU. D panel, Connecting cables, Filtered Convenience Outlet, Terminal Block and Telephone Brackets, Ped Isolation boards, Push button switches, Door switch brackets, SDLC cable from ASC/3 to MMU and resistor panel. assembly for pedestrian yellows Locations: San Joaquin Hills Road / Santa Cruz. Drive San Joaquin Hills Rd/Santa Rosa Drive Newport Center Drive/Corporate Plaza Newport Center Dr / Farallon Drive Newport Center Drive West / Santa Cruz Drive Santa Cruz/San Clemente Newport Center Drive/Santa Rosa Drive ASC/3-2100 Controller with Ethernet and Data Kev San Joaquin Hills Road / Santa Cruz Drive San Joaquin Hills Rd/Santa Rosa Drive Newport Center Drive/Corporate Plaza Newport Center Dr / Farallon Drive Newport Center Drive West / Santa Cruz Drive Santa Cruz/San Clemente Newport Center Drive/Santa Rosa Drive & Spare $2,746.00 $2,380.00 $19,222.00 $19,040.00 '-,o AV . r`Ur i i,-,I,r CA'1?i?O0 ?856 . PI I , r1 I.. %3T)-4/ X - FAX �?1A) f 7.&xf11w.A-sue, o. CA9181Pa0Ez:...v.Ar(Ull,lr n7 mIECO[4OFL, 07DE SALES QUOTATION 7 1 Field Modification Labor for locations $1,050.00 $7,350.00 noted in line item #1,2 (Work to be accomplished at day) Hourly labor rate $150.00 x 6 hours per location. 1 1 Newport Center Drivel Center Drive $21,584.00 $21,584.00 Type P including ASC/3-2100 Controller with Ethernet and Data Key , Cabinet built per City of Newport Beach cabinet specification, including outside test, minus installation 1 1 SJHR / Ridge Park I Newport Ridge $21,584.00 $21,584.00 Drive E. Type P Cabinet including ASC/3 Controller Cabinet built per City of Newport Beach cabinet specification, including outside test, minus installation 1 1 Newport Center Drive E / San Miguel $21,584.00 $21,564.00 Drive Type P Cabinet including ASC/3 Controller Cabinet built per City of Newport Beach cabinet specification including outside lest, minus installation 1 1 Newport Center Drive E / Anacapa $21,584.00 $21,584.00 Drive Type P Cabinet including ASC/3 Controller Cabinet built per City of Newport Beach cabinet specification including outside test, minus installation 1 1 Jamboree Road / San Joaquin Hills $19,140.00 $19,140.00 Road Type P Cabinet built per City of Newport Beach cabinet specification, including outside lest, minus installation, reusing existing ASC/3 Controller 5 1 Five year Centracs Software $9,200.00 $46,000.00 Maintenance Agreement Grand Total $197,086.00 Tax 8.75% on equipment only: $12,577.08 Bond (1.5% flat based on pre-tax total) $2,956.32 Grand total with tax and bond $212,621.40 3360 E. La Palma Ave . Anaheim, CA 92806-2856 . PH: 714) 630-3700 . FAX: (714) 630-51,20 P.O. Box. 6150 . Anaheim, CA 92816.0150 . www.econolite.com a iTi .0 I11 P .. "I",,, SALES QUOTATION Price excludes any item not specifically listed above. (Vote: Each product listed in this quotation is available for purchase separately at the itemized price listed. All orders are subiect to credit aouroval and the terms noted below. Estimated Taxes: Included F.O.B.: Anaheim, California Terms: Per approved agreement Delivery: Cabinets 8 weeks 10 weeks including outside test, Controllers and Field modification(s) 6 weeks Excludes: Anything not specifically specified or mentioned, such as installation Valid For: 60 days Freight: Prepaid Cjina Pro(aska Gina Prohaska Account Manager t �, x:rl9 ,•; x.91'. /..,.°�-°.. o�. ... + _. Premium: INCLUDED CITY OF NEWPORT BEACH Executed in Duplicate BOND NO. LPM7623953 LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to ECONOLITE CONTROL PRODUCTS, INC. hereinafter designated as the "Principal," a contract for the PHASE 5 OF THE TRAFFIC SIGNAL MODERNIZATION PROJECT, located at NEWPORT CENTER in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, Fidelity and Deposit company cf Maryland duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held firmly bound unto the City of Newport Beach, in the sum of TWO HUNDRED TWELVE THOUSAND, SIX HUNDRED TWENTY-ONE DOLLARS AND 40/100 (212,621.40) lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorney's fee, to be fixed by the Court as required by the provisions of Section 3250 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3181 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 3247 et. seq. of the Civil Code of the State of California. And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the work or to the specifications. 16 In the event that any principal above named executed this Bond as an individual, It is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the 23rd day of June 2011. Econolite Control Products, Inc. Name of Contractor (Principal) Fidelity and Deposit Company of Maryland Name of Surety 801 N. Brand Blvd., PH Suite Glendale, CA 91203 Address of Surety 818-409-7887 Telephone Authorize Signature/Title Authorized cegeloigniturEV Adriana Valenzuela, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED 17 ACKNOWLEDGMENT State of California County of Orange ) On June 23, 2011 before me, Susan Ponsell, Notary Public (insert name and title of the officer) personally appeared Adriana Valenzuela who proved to me on the basis of satisfactory evidence to be the person(s)'whose name.(s)"is/are subscribed to the within instrument and acknowledged to me that. he/she/they executed the same in his/her/their"authorized capacity(ies), and that by_his/her/theirsignature(s) on the instrument the person(s)-or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. SUSAPONSELL N WITNESS my hand and official seal. Ca 11,,#1927069 19NOTARY PUBLIC • CALIFORNIA ORANGE COUNTY My Cem.J'lon Ezphee y17/�p15 Signature (Seal)�4 Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the State of Maryland, by THEODORE G. MARTINEZ, Vice President, and GREGORY E. MURRAY, Assistant Secretary, in pursuance of authority granted by Article VI, Section 2, of the By -Law gf..spid Company, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect g6Igete'hereof, does hereby nominate, constitute and appoint Adriana VALENZUELA, of Fullerttoo tnCa14(gtgi isst�f�ie aud-J!&ful agent and Attorney -in -Fact, to make, execute, seal and deliver, for, and its�gra�'arCiy �1d a� to cthfi deed: any and all .1t s'. . bonds and undertakings, and the execution of such berg xrdrfakm c. u -e1 t} ese presents, shall be as binding upon said Company, as fully and a�r1g1Y, 2 i•31te is a pp, 0, 11 tZ�ey had been duly executed and acknowledged by the regulars 014c , e�1�'igegoftherGgmp'p t its-o"f`ee m Baltimore, Md., in their own proper persons. The said Assist Section 2, of the I IN WITNESS affixed the Corp A.D. 2008. ATTEST: oi;' set forth on the reverse side hereof is a true copy of Article VI, said 0�h7qpha qj nd`itdow in force. 10 J•' �F\Ehe said Vice -President and Assistant Secretary have hereunto subscribed their names and of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 6111 day of August, State of Maryland �ss: City of Baltimore FIDELITY AND DEPOSIT COMPANY OF MARYLAND Gregory E. Murray Assistant Secretary 0 Theodore G. Martinez On this 6th day of August, A.D. 2008, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came THEODORE G. MARTINEZ, Vice President, and GREGORY E. MURRAY, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, 1 have hereunto set my hand and affixed my Official Seal the day and year first above written. 6-1 Constance A. Dunn Notary Pubic My Commission Expires: July 14, 2011 POA -F 012-4152G Executed in Duplicate CITY OF NEWPORT BEACH BOND NO. LPM7623953 FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ 3, 169.00 being at the rate of $ 15.00 thousand of the Contract price. WHEREAS, the City of Newport Beach, State of California, has awarded to ECONOLITE CONTROL PRODUCTS, INC. hereinafter designated as the "Principal," a contract for the PHASE 5 OF THE TRAFFIC SIGNAL MODERNIZATION PROJECT, located at NEWPORT CENTER in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and Fidelity and Deposit Company of Maryland , duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety"), are held and firmly bound unto the City of Newport Beach, in the sum of TWO HUNDRED TWELVE THOUSAND, SIX HUNDRED TWENTY-ONE DOLLARS AND 401100 (212,621.40) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Contract, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by the City, only in the event the City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Contract or to the work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by the City. fi] In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the 23rd day of June 2011. Econolite Control Products, Inc. Name of Contractor (Principal) Fidelity and Deposit Company of Maryland Name of Surety 801 N. Brand Blvd., PH Suite Glendale, CA 91203 Address of Surety 818-409-7887 Telephone Authorized S'gnature/Title Authorized Agent Signa re Adriana Valenzuela, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED 19 ACKNOWLEDGMENT State of California County of Orange ) On June 23, 2011 before me, Susan Ponsell, Notary Public (insert name and title of the officer) personally appeared Adriana Valenzuela who proved to me on the basis of satisfactory evidence to be the person (s)"whose name,(s)-is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in ,his/her/t heir'authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ,AAAA �AAAA�XAAAA, SUS NN POPISELL WITNESS my hand and official seal. z%My comm.sisa7oes NOTARYPUBLIC-CA4IPORNW� ORANGE COUNTY z � y c:ommisshn'csgrea W72ot6 r Signature— (Seal) /V44�4444TfS 44�J 4`7444 I, Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the State of Maryland, by THEODORE G. MARTINEZ, Vice President, and GREGORY E. MURRAY, Assistant Secretary, in pursuance of authority granted by Article Vl, Section 2, of the By-L�a�w�s�Q�kgid Company, which are set forth on the reverse side hereof and are hereby certified to be in full force and effec�t QQn" �fM�ete'hereof, does hereby nominate, constitute and appoint Adriana VALENZUELA, of FullerttC 1' or�li�OI� Cnle d raawful agent and Attorney -in -Fact, to make, execute, seal and deliver, for, and II-tt�6-eff u iyyarld,a itg;co!' U -deed: any and all bonds and undertakings, and the execution of such bon r�ut3fer a-ings i ur3 uiri —666 presents, shall be as ,'15� binding upon said Company, as fully and I I E1y,11tr�' Lf"Intents a J puf�E 91Etfiey had been duly executed and acknowledged by the regulars i�] kjh %eis-ofiherGoln tut t�swfFce in Baltimore, Md., in their own proper persons. The said Assist Section 2, of the f IN WITNESS affixed the Corp A.D. 2008. ATTEST: '�o orvofi. o � Itp y' T r 4.I.nlr set forth on the reverse side hereof is a true copy of Article VI, S it mRa> j� *dlis now in force. he said Vice -President and Assistant Secretary have hereunto subscribed their names and of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 6th day of August, State of Maryland 1 ss: City of Baltimore f FIDELITY AND DEPOSIT COMPANY OF MARYLAND rJ'3 Iyr. Gregory E. Murray Assistant Secretary By: Theodore G. Martinez On this 6th day of August, A.D. 2008, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came THEODORE G. MARTINEZ, Vice President, and GREGORY E. MURRAY, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. Constance A. Dunn Notary Public My Commission Expires: July 14, 2011 POA -F 012-4152G CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Dale Received: 7/14/2011 Dept./Contact Received From: Shauna Oyler Date Completed: 7/14/2011 Sent to: Joel By: Joel Company/Person required to have certificate: Econolite Control Products, Inc. t. GENERAL LIABILITY A. INSURANCE COMPANY: Travelers Property and Casualty B. AM BEST RATING (A-: VII or greater): A+: XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? Yes FX7 No D. LIMITS (Must be $1 M or greater): What is limit provided? $1,000,000 E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers) Yes No F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? Yes No G. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? Yes No H. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence' wording? Yes NoF 7X L NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. Endeavor Wording Il. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: Travelers Property and Casualty B. AM BEST RATING (A-: VII or greater) A+: X%1 C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? Yes No D. LIMITS (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What are the limits provided? $1.000.000 E. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): Is it included? N/A Yes _ No I F. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. Endeavor Wording Ill. WORKERS' COMPENSATION A. INSURANCE COMPANY: Travelers Indemnity B. AM BEST RATING (A-: VII or greater): A+: XV C. LIMITS: D. WAIVER OF SUBROGATION (To include): HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Statutory Is it included? Yes EX No 0 Yes OX No NOTES: Approved: i �� .. �•���.,�.i'�^✓ July I4.2011 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ------------------------------------------------------------------------------------------------------------------------------------------------- = Requires approval/exception/waiver by Risk Management B&B initials Comments: Approved: Risk Management Date * Subject to the terms of the contract. CITY OF = SEW PART m U = NEWN City Council Staff Report Agenda Item No. 14 June 14. 2011 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Stephen G. Badum, Public Works Director 949-644-3311, sbadum@newportbeachca.gov PREPARED BY: Brad Sommers, Senior Civil Engineer APPROVED: `�, U_AA, TITLE: TRAFFIC SIGNAL MODERNIZATION PROJECT PHASE 5 - APPROVAL OF PURCHASE CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. ABSTRACT: Phase 5 of the Traffic Signal Modernization Project is the fourth separate construction project of the multi -phased modernization of the traffic signal system. The agreement with Econolite Traffic Control Products, Inc. (Econolite) will provide traffic signal control equipment and installation services required to modernize the Newport Center area traffic signals. RECOMMENDATION: Approve Purchase Contract with Econolite Control Products, Inc. of Anaheim, California for purchase and installation of advanced traffic signal control equipment for Phase 5 of the Traffic Signal Modernization Project, at a not to exceed price of $212,621.40 and authorize the Mayor and City Clerk to execute the Agreement. FUNDING REQUIREMENTS: The current adopted CIP budget includes sufficient funding for the award of this contract. The following Transportation/Circulation and Gas Tax funds will be expensed: Account Description Account Number Amount TS Modernization Phase 5 7261-C3002009 $ 172,641.40 TS Rehabilitation 7181-C3001007 $ 40.000.00 Total: $ 212,641.40 TRAFFIC SIGNAL MODERNIZATION PROJECT PHASE 5 - APPROVAL OF PURCHASE CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. JUNE 14, 2011 - PAGE 2 DISCUSSION: During the initial design of the Citywide Traffic Signal Modernization project, staff completed a qualifications -based selection process to determine the best qualified vendor for the new traffic signal control hardware and software. Staff interviewed each vendor and completed an extensive evaluation of the products and services of seven different manufacturers and suppliers of traffic control equipment. Staff reviewed each firm's qualifications, past experience on similar projects, and availability before selecting Econolite as the best qualified firm to provide the hardware and software for our City- wide Traffic Signal Modernization project. Phases 1, 2, 3, 4 and 7 of the eight phase project have been completed and staff is now ready to construct Phase 5. The attached exhibit shows the completed, current, and planned Traffic Signal Modernization project corridors. Construction of Phase 5 (Newport Center) of the Traffic Signal Modernization Project includes installation of Ethernet communication equipment, 3 CCTV cameras, and new traffic signal control equipment at 10 existing signalized intersections within the Newport Center area. Additionally, the project will install new traffic signals at the Newport Center Drive/Center Drive and Newport Center Drive/Anacapa Drive intersections and rehabilitate two existing traffic signals. As part of the Phase 5 Traffic Signal Modernization Project, Econolite, Inc. has prepared a proposal to provide and install advanced traffic management equipment necessary to upgrade the traffic signals to be compatible with the Traffic Management Center and Econolite Centracs Traffic Management Software. The Econolite Proposal has provisions for the following equipment and services: 1. Furnish eight Econolite ASC/3 Advanced Traffic Signal Controllers (includes one spare controller); 2. Furnish Econolite Traffic Signal Management equipment; 3. Furnish five Traffic Signal Control Cabinets for new intersections or intersections requiring replacement (new cabinets include ASC/3 controllers already installed); and 4. Provide installation and modification labor for the provided Econolite equipment. The Econolite Centracs traffic management system requires Econolite traffic signal control equipment, such as the Econolite ASC/3 traffic signal controllers, to operate efficiently and access the system's utilities. As Econolite has been selected as the vendor for these products, staff will continue to purchase equipment directly from Econolite to build out and maintain the traffic signal system. TRAFFIC SIGNAL MODERNIZATION PROJECT PHASE 5 - APPROVAL OF PURCHASE CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. JUNE 14, 2011 PAGE 3 In addition to the Phase 5 traffic control equipment, the Econolite Agreement includes a provision to extend the Centracs software maintenance agreement for an additional five years. The current maintenance agreement will expire April 22, 2012. Extension of the maintenance agreement will ensure operation and technical support of the central traffic signal management software for an additional five years, expiring April 22, 2017. A separate contract will construct the fiber optic infrastructure for the project. ENVIRONMENTAL REVIEW Staff recommends the City Council find this project exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15301 (for repair, maintenance and minor alteration of existing public facilities with negligible expansion) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential to have a significant effect on the environment. NOTICING: 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). Submitted by: z5tepn baaum Pub 'c Mks Director nts: A. Purchase Agreement B. Traffic Signal Modernization Phasing Exhibit CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. FOR PURCHASE AND INSTALLATION OF TRAFFIC SIGNAL CONTROL EQUIPMENT FOR PHASE 5 OF THE TRAFFIC SIGNAL MONDERNIZATION PROJECT THIS CONTRACT is made and entered into as of this _ day of , 2011, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation and Charter City ("City"), and ECONOLITE CONTROL PRODUCTS, INC., a California corporation whose principal place of business is 3360 E. La Palma Ave., Anaheim, CA 92806, ("Contractor"), and is made with reference to the following: RECITALS 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. As part of Phase Five (Newport Center) of the traffic Signal Modernization Project ("Project'), City desires to purchase necessary traffic signal equipment form Contractor and to engage Contractor for installation of said equipment as detailed in the attached Scope of Work (Exhibit A). 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. Contractor is a manufacturer and supplier of traffic control equipment, advanced traffic management systems and traffic controller firmware. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SCOPE OF WORK 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 this 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 shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 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. In consideration of the payment of the Purchase Price and subject to all the terms and conditions hereof, Contractor shall: (a) Sell to City, and install, equipment (hereinafter referred to as "the System") 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 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 Section 2.2 below. The failure by Contractor to meet this schedule may result in termination of this Agreement by City as outlined in Section 16. 2.1 Force Maieur 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. 2.2 Term Unless earlier terminated in accordance with Section 17 of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein or until, June 30, 2012, whichever occurs first. 3. COMPENSATION As full compensation for the performance and completion of the Project as required by the Scope of Work, City shall pay to Contractor and Contractor accepts as the full Purchase Price the sum of Two Hundred Twelve Thousand, Six Hundred Twenty - One Dollars and Forty Cents ($212,621.40). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. The City shall make monthly progress payments for labor as the Project work proceeds based on the fee schedule set forth in Exhibit A. 3.1 Payment for Labor. Subject to the terms of Section 3 of this Agreement, City shall make monthly progress payments for labor as the Project work proceeds. Contractor shall prepare monthly invoices reflecting .labor done during the previous one-month period. Payments for labor shall be based on the hourly rates and other fees set forth in Exhibit A. 3.2 Payment for Equipment Installed. Ninety percent (90%) payment for equipment, including any software installed on such equipment, shall be payable upon delivery to the City. Final ten percent (10%) payment for equipment shall be payable upon installation of such equipment at the City after such equipment successfully passes Installation Testing. Installation Testing shall include full operation of the installed equipment at the time of traffic signal turn -on. Contractor shall prepare monthly invoices reflecting equipment delivered and/or installed during the previous one-month period. 3.3 Payment for Spare Equipment. The terms of this Agreement include purchase of equipment that will not be installed at the City under this Agreement. Subject to Section 3.4 of this Agreement, payment for equipment described in Exhibit A as spare equipment ("Spare Equipment') shall be payable upon delivery to the City. Contractor shall prepare monthly invoices reflecting spare equipment delivered to the City in the previous one-month period. 3.4 All shipping and insurance costs to and from the installation sites are included in the purchase price of the Project, as listed in Exhibit A. All payments to shipping agents and for insurance fees shall be made directly by Contractor and the City shall make no payments to any firm concerning the shipment, installation and delivery of hardware which is not a part of this Agreement and for which exact payments are not described. Contractor shall be responsible for all arrangements for the shipment or equipment to the City, and/or movement of the equipment to the prepared site within the City. Contractor shall also be responsible for removal of all debris and packing materials from the City site resulting from the installation of the equipment, hardware and software. 3.5 Contractor shall provide City with a minimum 14 days notice of its dates of installation to enable the City to prepare the installation sites for the equipment in accordance with the instructions of Contractor. The City shall complete site preparation prior to the date of installation of the hardware, 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. 3.6 Extra Work - Contractor shall not receive any compensation for Extra Work without the prior written authorization of the City. As used herein, "Extra Work" means any work that is determined by the City to be necessary for the proper completion of the Project, but which is not included in the Purchase Price as specified in Exhibit A, and which parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the hourly rates set forth in Exhibit A. 4. ADMINISTRATION This Agreement will be administered by the Public Works Department. Brad Sommers shall be the Project Administrator and shall have the authority to act for City under this Agreement. 5. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 5.1 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. 0 5.2 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. RESPONSIBILITY FOR DAMAGES OR INJURY 6.1 City and all officers, employees and representatives thereof 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 by Contractor, or its subconcontractors, or its workers, or anyone employed by either of them. 6.2 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 arising from Contractor's work on the Project, or the work of any subcontractor or supplier selected by the Contractor. 6.3 Contractor shall indemnify, hold harmless, and defend City, its officers and employees from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims arising from any and all acts or omissions of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Agreement; (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 subconcontractors 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 herein shall require Contractor to indemnify City from the sole negligence or willful misconduct of City, its officers or employees. 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 equipment and software deliverables purchased in this Agreement. This indemnification shall include, but is not limited to, infringement of any United Stales' letters patent, trademark, or copyright infringement, including costs, contained in Contractor's deliverables provided under this Agreement. 6.4 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. 6.5 Contractor shall provide traffic control and access in accordance with Section 7- 10 of the Stale Standard Specifications and the latest edition of the Work Area Traffic Control Handbook (WATCH), as published by Building News, Inc. If necessary, traffic control plans for field work will be provided by City; or with two weeks prior written notice, by Contractor. Traffic control services provided by Contractor shall be considered Extra Work, and will be billed to the City separately from monthly progress payments. At the request of the City, the Contractor shall submit to the Engineer a traffic control plan and detour plan for each street and sidewalk within the project area. The Contractor shall be responsible for processing and obtaining approval of a traffic control plan from the City's Traffic Engineer. The Contractor shall adhere to the conditions of the traffic control plan. Traffic control plans shall be prepared; signed, and sealed by a California licensed Civil Engineer or Traffic Engineer, as directed by the City Traffic Engineer, and conform to the provisions of the WORK AREA TRAFFIC CONTROL HANDBOOK (W.A.T.C.H), Latest Edition. Traffic control and detours shall at a minimum meet the following requirements: A. Emergency vehicle access shall be maintained at all times. B. The locations and wordings of all barricades, signs, delineators, lights, warning devices, parking restrictions, and any other required details shall ensure that all pedestrian and vehicular traffic will be handled in a safe manner with a minimum of inconvenience to the public. C. All advanced warning sign installations shall be reflectorized and/or lighted. Traffic signal system shutdown or planned "red flash" shall be limited to 4 -hour periods between the hours of 9:00 AM and 3:00 PM on -weekdays (Monday through Thursday), except as authorized by the Engineer. "STOP AHEAD" and "STOP" signs shall be furnished by the contractor and shall conform to the provisions in Section 12-3.06, "Construction Area Signs," of the State Standard Specifications except that the base material for the signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 6.6 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 6.3 above. 6.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 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. 8. 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. 9. INSURANCE 9.1 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 Contract, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. 9.2 Coverage and Limit Requirements. 9.2.1 Workers' Compensation. Contractor shall maintain Workers' Compensation Insurance providing statutory benefits and employer's liability insurance with limits of at least one million dollars ($1,000,000) each type for Contractor's Employees in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. The insurer issuing the Workers' Compensation insurance shall amend its policy by endorsement to waive all rights of subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers. Contractor shall submit to City, along with the required certificate of insurance, a copy of such waiver of subrogation endorsement. 9.2.2 General Liability- Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) General Aggregate and two million dollars ($2,000,000) Products and Completed Operations Aggregate for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Coverage shall be at least as broad as that provided by Insurance Services Office form CG 00 01. None of the policies required herein shall be in compliance with these requirements if they include any limiting endorsement that has not been first submitted to City and approved in writing. 9.2.3 Automobile Liability. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Contract, 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 for each accident. 9.2.4 Builders Risk. For Contracts with Construction/Builders Risk property exposures, Contractor shall maintain Builders Risk insurance or an installation floater as directed by City, covering damages to the Work for "all risk" or special form causes of loss with limits equal to one hundred percent (100%) of the completed value of Contract, with coverage to continue until final acceptance of the Work by City. At the discretion of City, the requirement for such coverage may include additional protection for Earthquake and/or Flood. City shall be included as an insured on such policy, and Contractor shall provide the City with a copy of the policy. 9.3 Other Insurance Provisions. 9.3.1 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 an additional insured endorsement for general liability. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current evidence of insurance shall be kept on file with City at all times during the term of this Contract. All of the executed documents referenced in this Contract must be returned within len (10) working days after the date on the "Notification of Award," so that the City may review and approve all insurance and bond documentation. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 9.3.2 General liability insurance provisions. Primary and excess or umbrella liability policies are to contain, or be endorsed to contain, the following provisions: 9.3.2.1 City, its elected or appointed officers, agents, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, its elected or appointed officers, officials, employees, agents or volunteers. Contractor shall submit to City a copy of the additional insured endorsement along with the required certificates of insurance. 9.3.2.2 Contractor's insurance coverage shall be primary insurance and/or primary source of recovery as respects City, its elected or appointed officers, agents, officials, employees and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to the City. Any insurance or self-insurance maintained by City, its officers, officials, employees and volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 9.3.2.2 Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 9.3.3 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. 9.3.4 Notice of Cancellation. Contractor agrees to oblige its insurance broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which len (10) days notice is required) or nonrenewal of coverage for each required coverage except for builder's risk insurance. The builder's risk policy will contain or be endorsed to contain a provision providing for thirty (30) days written notice to City of cancellation or nonrenewal, except for nonpayment for which ten (10) days notice is required. 9.3.5 Self -Insured Retentions. Contractor agrees not to self -insure or to use any self-insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self -insure its obligations to City. If contractor's existing coverage includes a self-insured retention, the self-insured retention must be declared to City. City may review options with the contractor, which may include reduction or elimination of the self-insured retention, substitution of other coverage, or other solutions. Contractor agrees to be responsible for payment of any deductibles on their policies. 9.3.6 Timely Notice of Claims. Contractor shall give City prompt and timely notice of any claim made or suit instituted arising out of or resulting from Contractor's performance under this Contract. 9.3.7 Waiver. All insurance coverage maintained or procured pursuant to this Contract shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers, 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 and insurance clauses from each of its subcontractors. 9.3.8 Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 9.3.9 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. 9.3.10 City's Remedies. City shall have the right to order the Contractor to stop work under this Contract and/or withhold any payment(s) that become due to Contractor hereunder until Contractor demonstrates compliance with the requirements of this article. In the alternative, City may purchase the required coverage and charge Contractor the cost of the premiums or deduct the cost from Contractor's payments. 9.3.11 Coverage not Limited. All insurance coverage and limits provided by contractor and available or applicable to this Contract are intended to apply to the full extent of the policies. Nothing contained in this Contract or any other Contract relating to the city or its operations limits the application of such insurance coverage. 9.3.12 Coverage Renewal. Contractor will renew the coverage required here annually as long as Contractor continues to provide any Services under this or any other contract with the City. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Contract have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of the coverages. 10. BONDING Contractor shall obtain, provide and maintain at its own expense during the term of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and in the form attached hereto as Exhibit B which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement in the form attached hereto as Exhibits C which is incorporated herein by this reference. The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. The Contractor shall deliver, concurrently with execution of this Agreement, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the Sate of California. 11. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime work for each craft or type of workman needed to execute the work contemplated under the Agreement shall be paid to all workmen employed on the work to be done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et sec.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 12. SUBCONTRACTING City and Contractor agree that subcontractors may be used to complete the work outlined in the Scope of Services provided the Contractor obtains City approval in writing prior to the subcontractor performing any work. Contractor shall be fully responsible to City for all acts and omissions of the subcontractors. Nothing in this Contract shall create any contractual relationship between City and 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. 13. 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 Contract. 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. 1o 14. CONFLICTS OF INTEREST 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 Contract, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 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 Contract by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 15. NOTICES 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: Attn: Brad Sommers Public Works Department City of Newport Beach 3300 Newport Blvd. Newport Beach, CA, 92660 Phone: 949-644-3329 Fax: 949-644-3318 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Roy Howard Econolite Control Products, Inc. 3360 E. La Palma Ave. Anaheim, CA 92806 Phone: (719) 471-9866 ext. 352 Fax: (719) 471-9063 16. TERMINATION 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. Termination Without Cause - Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminaling this Agreement at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination under this 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 software, hardware, and equipment delivered to City site under this Agreement that City deems usable. 17. 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, stale, county or municipal, whether now in force or hereinafter enacted. 18. WAIVER A waiver by City of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. 19. INTEGRATED AGREEMENT 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. 20. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or product warranties, including Software and Hardware warranties contained in the Scope of Services or delivered to City after execution of this Agreement, the terms of this Agreement shall govern. 21. 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. 22. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project Site, has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its Project Proposal and Scope of Work. 23. 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. I7 24. 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. 25. WARRANTY Contractor warrants to City that all equipment 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 one year from the date of Final System Acceptance of Project by City equipment products not manufactured by the Contractor, and two years from the date of Final System Acceptance by City for equipment products manufactured by Contractor. If Contractor installs the equipment, or supplies technical directions of installation by contract, the warranty period shall run from the date of Final System Acceptance by City, provided same is not unreasonably delayed by City. If Contractor -manufactured equipment delivered hereunder does 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 equipment, or by making available any necessary replacement parts, delivered and installed without additional charge to City within seven (7) working days, unless the failure is of Severity Level One, as defined by Section 6.5(B) of this Agreement. 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. Contractor shall perform any necessary diagnostic work, software, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractor's equipment. 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. 26. REPRESENTATIONS Non -infringement. ECONOLITE 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. 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 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. 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. 27. CONFIDENTIAL INFORMATION. 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. 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. Right to Injunctive 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 Article, 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 Article. 28. ASSIGNMENT This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. 29. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 30. OTHER MATTERS Severability. In the event any of the provisions of this Agreement shall, for any reason, be held void or unenforceable, the remaining provisions shall remain in full effect and shall control. 14 Invalidity. Any provisions of this Agreement prohibited by the law of any state shall, as to said state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. Absence of Third Party Beneficiary Rights. Except as otherwise provided in this Agreement, no provision of this Agreement is intended, nor shall be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any affiliate or subsidiary, and all provisions hereof shall be personal solely between the parties hereto. Headings. Article and Section headings are included solely for convenience, are not to be considered a part of this Agreement nor are they intended to be full and accurate descriptions of the contents thereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: dy`=� Leonie Mulvihill r, Assistant City Attorney ATTEST: 0 Leilani I. Brown, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation Michael F. Henn Mayor ECONOLITE CONTROL PRODUCTS, INC. J.P. Spinazze Senior Vice President Brian Martin Assistant Secretary Attachments: Exhibit A - Scope of Services (Econolite Proposal) Exhibit B - Labor and Materials Payment Bond Exhibit C - Faithful Performance Bond EXHIBIT A SALES QUOTATION Date: May 18, 2011 To: City of Newport Beach Attn: Brad Sommers RE: City of Newport Beach Traffic Signal Modernization Project Phase 5 (Proposal based on Econolite field review) We are offering the following products at the prices and conditions set forth on this form. Quantity Unit Description Unit Price Extended Price Field Modification Equipment to existing NEMA traffic signal cabinets per City furnished list to include: MMU, D panel, Connecting cables, Filtered Convenience Outlet. Terminal Block and Telephone Brackets, Ped Isolation boards, Push button switches, Door switch brackets. SDLC cable from ASC/3 to MMU and resistor panel assembly for pedestrian yellows Locations: San Joaquin Hills Road / Santa Cruz Drive San Joaquin Hills Rd/Santa Rosa Drive Newport Center Drive/Corporate Plaza Newport Center Dr / Farallon Drive Newport Center Drive West / Santa Cruz Drive Santa Cruz/San Clemente Newport Center Drive/Santa Rosa Drive ASC/3-2100 Controller with Ethernet and Data Key San Joaquin Hills Road / Santa Cruz Drive San Joaquin Hills Rd/Santa Rosa Drive Newport Center Drive/Corporate Plaza Newport Center Dr / Farallon Drive Newport Center Drive West / Santa Cruz Drive Santa Cruz/San Clemente Newport Center Drive/Santa Rosa Drive & Spare $2,746.00 $2,380.00 .r:. AAI.cin;, UA ?28'3 :'8�t; . PH+i71 li'i3o-3700. FAX rl Dua: efid} $19,222.00 $19,040.00 y 11 ti Yi 2tIT SALES QUOTATION 7 1 Field Modification Labor for locations $L,050.00 $7,350.00 noted in line ilem p 1,2 (Work to be accomplished at day) Hourly labor rate $150.00 x 6 hours per location. 1 1 Newport Center Drivel Center Drive $21,584.00 $21,584.00 Type P including ASC/3-2100 Controller with Ethernet and Data Key , Cabinet built per City of Newport Beach cabinet specification, including outside lest, minus installation 1 I SJHR / Ridge Park I Newport Ridge $21,584.00 $21,584.00 Drive E. Type P Cabinet including ASC/3 Controller Cabinet built per City of Newport Beach cabinet specification, including outside lest, minus installation 1 ]. Newport Center Drive E / San Miguel $21,584.00 $21,584.00 Drive Type P Cabinet including ASC/3 Controller Cabinet built per City of Newport Beach cabinet specification including outside. lest, minus installation 1 1 Newport Center Drive E 1 Anacapa $21,584.00 $21,584.00 Drive Type P Cabinet including ASC/3 Controller Cabinet built per City of Newport Beach cabinet specification including outside test, minus installation 1 1 Jamboree Road I San Joaquin Hills $19,140.00 $19,140.00 Road Type P Cabinet built per City of Newport Beach cabinet specification, including outside lest, minus installation, reusing existing ASC/3 Controller 5 1 Five year Centracs Software $9,200.00 $46,000.00 Maintenance Agreement Grand Total $197,088.00 Tax 8.75% on equipment only: $12,577.08 Bond (1.5% flat based on pre-tax total) $2,956.32 Grand total with lax and bond $212,621.40 3350 E. La Palma Ave . Anaheim: CA 928066-2856 . PH:(714) 630-3700 . FAX: (714) 630-5120. P.O. Box 6150 r Anahehn. CA 92816-0150 r www.econolile.corn � E r... RSC �':: ,�0 L`fis tl TE SALES QUOTATION Price excludes any item not specifically listed above. Note: Each product listed in this quotation is available for purchase separately at the itemized price listed. All orders are subiect to credit approval and the terms noted below Estimated Taxes: Included F.O.B.: Anaheim, California Terms: Per approved agreement Delivery: Cabinets 8 weeks 10 weeks including outside test, Controllers and Field modification(s) 6 weeks Excludes: Anything not specifically specified or mentioned, such as installation Valid For: 60 days Freight: Prepaid gi.na 2ra%zas( Gina Prohaska Account Manager �V 3 R.. 1' : �,_�5f"� ¢ � _ . it `.•-1; ,i!�: Z �� • rr .:. Z ... 12, -�� P. i_ n C I J ; t V t - •.th !.` A - L"":I CITY OF NEWPORT BEACH BOND NO. LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, hereinafter designated as State of California, has awarded to the "Principal," a contract for the located at in the City of in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We business under the laws of the State of California the undersigned Principal, and, duly authorized to transact as Surety, (referred to herein as "Surety") are held firmly bound unto the City of Newport Beach, in the sum of (INSERT CONTRACT DOLLAR AMOUNT) lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorney's fee, to be fixed by the Court as required by the provisions of Section 3250 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3181 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 3247 et. seq. of the Civil Code of the State of California. And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the day of , 2011 . Name of Contractor (Principal) Name of Surety Address of Surety Telephone Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED 17 CITY OF NEWPORT BEACH BOND NO. FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ being at the rate of $ thousand of the Contract price. WHEREAS, the City of Newport Beach, State of California, has awarded to hereinafter designated as the "Principal," a contract for the located at in the City of in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety'), are held and firmly bound unto the City of Newport Beach, in the sum of (INSERT CONTRACT DOLLAR AMOUNT) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Contract, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by the City, only in the event the City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Contract or to the work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by the City. 10 In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the day of , 20,1 D. Name of Contractor (Principal) Name of Surety Address of Surety Telephone Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED 1Q UTILT \'A{ �-RA A VAS 1\GTTKW.s uGf)l.l• LEGEND - PHASES I - I l ] COMPLETM (19 SICNAIS) - PIIASESPLANNEBCONSTRUC7ION60011 (IISICNALM PHASE 6 FUTURE OT SIGNALS) PHASE 8 FUTURE II I SIGNALS) N PHASES I- 6 A T CCTV CAMERAS COMP1,RTED(12 CAMERAS) N PHASE, S CCTV CAM EMS (3 CAMERAS) H PHASE. 6 FUTURE CCN CAMERAS (4 CAMERAS) N PHASRB PUILRE CCN CAMERAS OCAMERAS) COMMUNICATION HUB M RU)OEPARKRB 26 3456 CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. FOR PURCHASE AND INSTALLATION OF TRAFFIC SIGNAL CONTROL EQUIPMENT FOR PHASES 4 AND 7 OF THE TRAFFIC SIGNAL MODERNIZATION PROJECT THIS CONTRACT is made and entered into as of this day of May, 2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation and Charter City ("City"), and ECONOLITE CONTROL PRODUCTS, INC., a California corporation whose principal place of business is 3360 E. La Palma Ave., Anaheim, CA 92806, ("Contractor"), and is made with reference to the following: RECITALS 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. As part of Phase Four (West Newport) and Phase Seven (Peninsula) of the Traffic Signal Modernization Project ("Project"), City desires to purchase necessary traffic signal equipment from Contractor and to engage Contractor for installation of said equipment as detailed in the attached Scope of Work (Exhibit A). 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. Contractor is a manufacturer and supplier of traffic control equipment, advanced traffic management systems and traffic controller firmware. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SCOPE OF WORK 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 this 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 shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 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. In consideration of the payment of the Purchase Price and subject to all the terms and conditions hereof, Contractor shall: (a) Sell to City, and install, equipment (hereinafter referred to as "the System") 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 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 Section 2.2 below. The failure by Contractor to meet this schedule may result in termination of this Agreement by City as outlined in Section 17. 2.1 Force Maieur 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. 2.2 Term Unless earlier terminated in accordance with Section 17 of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein or until July 1, 2011, whichever occurs first. 3. COMPENSATION As full compensation for the performance and completion of the Project as required by the Scope of Work, City shall pay to Contractor and Contractor accepts as the full Purchase Price the sum of Two Hundred, Thirty Thousand, Nine Hundred Seventy Two Dollars and Ninety Three Cents ($230,972.93). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. 3.1 Payment for Labor. Subject to the terms of Section 3.4 of this Agreement, City shall make monthly progress payments for labor as the Project work proceeds. Contractor shall prepare monthly invoices reflecting labor done during the previous one-month period. Payments for labor shall be based on the hourly rates and other fees set forth in Exhibit A. 3.2 Payment for Equipment Installed. Subject to the terms of Section 3.4 of this Agreement, payments for equipment, including any software installed on such equipment, shall be payable upon installation of such equipment at the City after such equipment successfully passes Installation Testing. Installation Testing shall 2 include full operation of the installed equipment at the time of traffic signal turn -on. Contractor shall prepare monthly invoices reflecting equipment successfully installed and tested at the City during the previous one-month period. 3.3 Payment for Spare Equipment. The terms of this Agreement include purchase of equipment that will not be installed at the City under this Agreement. Subject to Section 3.4 of this Agreement, payment for equipment described in Exhibit A as spare equipment ("Spare Equipment') shall be payable upon delivery to the City. Contractor shall prepare monthly invoices reflecting spare equipment delivered to the City in the previous one-month period. 3.4 City shall pay Contractor ninety percent (90%) of each approved invoice amount no later than thirty (30) days after approval of an invoice by City staff. The remaining ten percent (10%) of each approved invoice shall be paid by City upon Final System Acceptance, as defined in Subsection 6.1 of this Agreement. 3.5 All shipping and insurance costs to and from the installation sites are included in the purchase price of the Project, as listed in Exhibit A. All payments to shipping agents and for insurance fees shall be made directly by Contractor and the City shall make no payments to any firm concerning the shipment, installation, and delivery of equipment which is not a part of this Agreement and for which exact payments are not described. Contractor shall be responsible for all arrangements for the shipment of equipment to the City, and/or movement of the equipment to the prepared site within the City. Contractor shall also be responsible for removal of all debris and packing materials from the City site resulting from the installation of the equipment, hardware and software. 3.6 Contractor shall provide City with a minimum 14 days notice of its dates of installation to enable the City to prepare the installation sites for the equipment in accordance with the instructions of Contractor. The City shall complete site preparation prior to the date of installation of the hardware, 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. 3.7 Extra Work - Contractor shall not receive any compensation for Extra Work without the prior written authorization of the City. As used herein, "Extra Work" means any work that is determined by the City to be necessary for the proper completion of the Project, but which is not included in the Purchase Price as specified in Exhibit A, and which parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the hourly rates set forth in Exhibit A. 4. ADMINISTRATION This Agreement will be administered by the Public Works Department, Brad Sommers shall be the Project Administrator and shall have the authority to act for City under this Agreement. 5. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 5.1 Contractor shall use only the standard materials described in Exhibit A in performing services under this Agreement. Any deviation from the materials 3 described in Exhibit A shall not be installed unless approved in advance in writing by the City Project Administrator. 5.2 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. 6. ACCEPTANCE TESTING AND ACCEPTANCE 6.1 "Final System Acceptance' shall mean the latest of the dates on which (a) all phases of the system have been used in live onsite operations for a period of at least seven (7) continuous days without significant error following successful completion of the seven (7) day System Acceptance Test described below; and (b) all remaining punch list items have been addressed and completed. 6.2 Acceptance of Installed Equipment Upon completion of the installation of the equipment, Contractor will notify City that such equipment, as described in Exhibit A, has successfully been installed. Equipment shall not be deemed to have been accepted by City until Final System Acceptance. 6.3 Acceptance of Spare Equipment Upon delivery of Spare Equipment, Contractor will notify City that such Spare Equipment, as described in Exhibit A, has been delivered. Spare Equipment shall not be deemed to have been accepted by City until Final System Acceptance. 6.4 System Acceptance Test Once all phases of the project, including tasks completed by other contractors, have commenced simultaneous live operations of the system, a seven (7) day period of System Acceptance testing for the entire system, including all interfaces and deliverables provided under this Agreement, shall begin. Acceptance Testing shall occur in a live environment. Any significant error, deviation or failure of any part or component of the System not manufactured but provided by Contractor, shall be reported to City, and Contractor shall provide in writing an action plan for resolution of such error, deviation or failure within two (2) working days. The System Acceptance Test shall be deemed completed upon completion of a continuous seven (7) day period during which no material failure to meet the criteria set forth in the ATP or significant errors remain unresolved to the satisfaction of the City. System Acceptance Test shall not be unreasonably delayed due to actions of City or its agents, contractors or subcontractors not retained by or through Contractor. 6.5 Failure A. Failure Prior to Final System Acceptance. Upon any failure of City Traffic Signal Management system involving equipment or services purchased 11 pursuant to this Agreement, Contractor shall have an additional seven (7) days in which to make necessary equipment repairs, replacements and/or software fixes without additional cost to City. If more than seven (7) days are reasonably required to make the aforementioned repairs, replacements or software fixes, Contractor shall provide a written action plan that includes a timeline for resolution based on the scope of work involved, and City may authorize a longer repair or resolution period in writing. Failure to provide seven (7) days of continuous live operation without significant errors after a corrective action as described herein, shall constitute a failure to successfully complete Contractor's obligations under this Agreement and Contractor shall be considered in default of a material obligation. City shall be entitled to a refund of the full amount of the fees paid for Contractor's services. City shall also be entitled to full refund on any software, hardware and other system components purchased pursuant to this Agreement that is deemed unusable by the City. At City's option, Contractor shall either refund the full amount of fees paid for Contractor's services and/or equipment to the City, or Contractor shall remove defective equipment and replace with equivalent non -defective equipment. Any removal and/or replacement of equipment or system will be at Contractor's sole cost and expense. If City exercises its option for refund and equipment removal, to the extent feasible Contractor shall return City property to the condition it was in prior to installation, at Contractor's expense. B. Failure After Final System Acceptance. Contractor and City agree that upon system failure, time is of the essence for necessary equipment repairs or replacements, and time is of the essence for addressing any hardware, software or equipment defects which cause failures classified as Severity Level One and Severity Level Two, below. Upon any failure of the system or its hardware or software components, the Warranty provisions of Section 26 of this Agreement shall apply. During the warranty period, if software, hardware or equipment purchased under this Agreement from Contractor shall fail, Contractor shall repair or replace the hardware or equipment within seven (7) working days for all but Severity Level One failures. In the event of a Severity Level One hardware or equipment failure, repair and replacement shall occur within 24 hours of notification of such failure to Contractor by City. If the failure is due to a defect or failure of the supplied and/or installed equipment, the timelines for Contractor response and defect resolution below shall apply: 1. Severity Level One (Critical): Failure that causes an intersection to be in flash or dark, or failure of safety features such as emergency vehicle preemption or railroad preemption. In the event of a Severity Level One failure, Contractor response shall be immediate, and Contractor shall provide a replacement, fix, solution or workaround within 24 hours of notification of such failure to Contractor by City. 2. Severity Level Two (High): Failure or bug in system that results in degradation of traffic signal control and communication system function to a moderate to serious degree under normal or reasonable operating conditions. Severity Level Two failures shall include but are not limited to failure or severe degradation of coordination between intersections, communication between the 5 central system at City Hall and the field elements, and the ability to upload and download data. In the event of a Severity Level Two failure, Contractor shall respond with a written plan of action to address the failure within five (5) business days of notification by City. Contractor shall provide a fix or solution for any Level Two failure within no later than forty-five (45) calendar days of notification of failure by City. 3. Severity Level Three (Moderate to Low): Failure or bug in system that creates aesthetic or user preference issues, unrelated to the operation of the system. Severity Level Three issues shall be addressed through regular system upgrade releases on an as - needed basis. RESPONSIBILITY FOR DAMAGES OR INJURY 7A City and all officers, employees and representatives thereof 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 by Contractor, or its subconcontractors, or its workers, or anyone employed by either of them. 7.2 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 arising from Contractor's work on the Project, or the work of any subcontractor or supplier selected by the Contractor. 7.3 Contractor shall indemnify, hold harmless, and defend City, its officers and employees from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims arising from any and all acts or omissions of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Agreement; (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 subconcontractors 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 herein shall require Contractor to indemnify City from the sole negligence or willful misconduct of City, its officers or employees, 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 equipment and software 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. 7.4 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. 7.5 Contractor shall provide traffic control and access in accordance with Section 7- 10 of the State Standard Specifications and the latest edition of the Work Area Traffic Control Handbook (WATCH), as published by Building News, Inc. Traffic control and detours shall at a minimum meet the following requirements: A. Emergency vehicle access shall be maintained at all times. B. The locations and wordings of all barricades, signs, delineators, lights, warning devices, parking restrictions, and any other required devices shall ensure that all pedestrian and vehicular traffic will be handled in a safe manner with a minimum of inconvenience to the public. C. All advanced warning sign installations shall be reflectorized and/or lighted. Traffic signal system shutdown or planned "red flash" shall be limited to 4 -hour periods between the hours of 9:00 AM and 3:00 PM on weekdays (Monday through Thursday), except as authorized by the Engineer. "STOP AHEAD" and "STOP" signs shall be furnished by the contractor and shall conform to the provisions in Section 12-3.06, "Construction Area Signs," of the State Standard Specifications except that the base material for the signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 7.6 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 7.3 above. 7.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 8. 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 E) of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. 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. 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit or performance of any work. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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. D. Coverage Requirements Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non-payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. ii. General Liability Coverage, general liability insurance in ($2,000,000) per occurrenc property damage, including commercial general liability aggregate limit is used, eith Contractor shall maintain commercial in amount not less than two million dollars for bodily injury, personal injury, and without limitation, contractual liability. If insurance or other form with a general :r the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 for each occurrence. E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to City. Any insurance maintained by City, including any self-insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non-payment of premium) written notice has been received by City. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Contractor's performance under this Contract. G. Additional 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. fldnn:s� Contractor shall obtain, provide and maintain at its own expense during the term of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent tr (100%) of the total amount to be paid Contractor as set forth in this Agreement and in the form attached hereto as Exhibit B which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100°/x) of the total amount to be paid Contractor as set forth in this Agreement in the form attached hereto as Exhibits C which is incorporated herein by this reference. The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. The Contractor shall deliver, concurrently with execution of this Agreement, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. 12. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime work for each craft or type of workman needed to execute the work contemplated under the Agreement shall be paid to all workmen employed on the work to be done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 13. SUBCONTRACTING City and Contractor agree that subcontractors may be used to complete the work outlined in the Scope of Services provided the Contractor obtains City approval in writing prior to the subcontractor performing any work. Contractor shall be fully responsible to City for all acts and omissions of the subcontractors. Nothing in this Contract shall create any contractual relationship between City and 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. 14. 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 Contract. 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 10 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. 15. CONFLICTS OF INTEREST 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 Contract, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 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 Contract by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 16. NOTICES 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: Attn: Brad Sommers Public Works Department City of Newport Beach 3300 Newport Blvd. Newport Beach, CA, 92660 Phone: 949-644-3329 Fax: 949-644-3318 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Roy Howard Econolite Control Products, Inc. 3360 E. La Palma Ave. Anaheim, CA 92806 Phone: (719) 471-9866 ext. 352 Fax: (719)471-9063 17. TERMINATION Termination With Cause —If 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 11 18. W 20. 21 22. 23. non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Termination Without Cause - Notwithstanding the above provisions and the provisions of Section 6.5 of this Agreement, 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 under this 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 software, hardware, and equipment delivered to City site under this Agreement that City deems usable. 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. WAIVER A waiver by City of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. INTEGRATED AGREEMENT 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. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or product warranties, including Software and Hardware warranties contained in the Scope of Services or delivered to City after execution of this Agreement, the terms of this Agreement shall govern. 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. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project Site, has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its Project Proposal and Scope of Work. IN 24. 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. 25. 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. 26. WARRANTY Contractor warrants to City that all equipment 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 two years from the date of Final System Acceptance of Project by City equipment products not manufactured by the Contractor, and two years from the date of Final System Acceptance by City for equipment products manufactured by Contractor. If Contractor installs the equipment, or supplies technical directions of installation by contract, the warranty period shall run from the date of Final System Acceptance by City, provided same is not unreasonably delayed by City. If Contractor -manufactured equipment delivered hereunder does 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 equipment, or by making available any necessary replacement parts, delivered and installed without additional charge to City within seven (7) working days, unless the failure is of Severity Level One, as defined by Section 6.4(B) of this Agreement. 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. Contractor shall perform any necessary diagnostic work, software, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractor's equipment. 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. 27. REPRESENTATIONS 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. 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 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 13 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. 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. 28. CONFIDENTIAL INFORMATION. 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. 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. Right to iniunctive 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 Article, 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 Article. 29. ASSIGNMENT This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. 30, COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 14 31. OTHER MATTERS Severability. In the event any of the provisions of this Agreement shall, for any reason, be held void or unenforceable, the remaining provisions shall remain in full effect and shall control. Invalidity. Any provisions of this Agreement prohibited by the law of any state shall, as to said state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. Absence of Third Party Beneficiary Rights. Except as otherwise provided in this Agreement, no provision of this Agreement is intended, nor shall be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any affiliate or subsidiary, and all provisions hereof shall be personal solely between the parties hereto. Headings. Article and Section headings are included solely for convenience, are not to be considered a part of this Agreement nor are they intended to be full and accurate descriptions of the contents thereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: v 'zr;Il Leonie Mulvihill, Acting City Attorney ATTEST: B 4/l�✓ Y� 'Q' A Leilani I. Brown, City Clerk RN CITY OF NEWPORT BEACH, A Municipal Corporation Keith D. Curr r, Mayor for the City of Newport Beach ECONOLITE CONTROL PODUCTS, INC. /-� i . - By: N e: j .P pinaz itle: en or Vice President ( /�- ( AA name: urian wartin Title: Assistant Secretary Attachments: Exhibit A - Scope of Services (Econolite Proposal) Exhibit B - Labor and Materials Payment Bond Exhibit C - Faithful Performance Bond 15 ECONOLITE CONTROL PRODUCTS, INC. 3360 East La Palma Avenue Anaheim, CA 92806 Tel (714) 630-3700 FAX (714) 630-5120 Proposal Date: April 28, 2010 To: City of Newport Beach Attn: Brad Sommers From: Gina Prohaska Email: gprohaskaOeconolite.com Re: City of Newport Beach Traffic Signal Modernization Project Phase 4 and 7 (Proposal based on Econolite field review We are offering the following products at prices and conditions set forth on this form. item Qty Description 20 ASC/3-2100 Controller with Ethernet and Data Key (Includes one (1) Spare controller) 19 Field Modification Equipment to existing NEMA traffic signal cabinets per City furnished list to include: MMU, D panel, Connecting cables, Filtered Convenience Outlet, Terminal Block and Telephone Brackets, Ped Isolation boards, Push button switches, Door switch brackets, SDLC cable from ASC/3 to MMU and resistor panel assembly for pedestrian yellows Locations: Birch Street & Orchard Avenue Acacia Street & Birch Street — Mesa Drive Irvine Avenue& University Avenue Irvine Avenue & Santa Isabel Avenue Irvine Avenue & Dover Drive Irvine Avenue Pedestrian Signal Irvine Avenue & Westcliff Drive Dover Drive & Cliff Drive Dover Drive & 16'" Street/ Castaways Lane Placentia Avenue & 15'" Street Superior Avenue & Ticonderoga Street Superior Avenue & Hospital Road Superior Avenue & Placentia Avenue Balboa Blvd & River Avenue Balboa Blvd & 32°d Street Balboa Blvd & 21 Street Balboa Blvd & 15" Street Balboa Blvd & Palm Street Balboa Blvd & Main Street 4 Field Modification Labor for locations noted in line item #2 (Work to be accomplished at night) Hourly labor rate for evening work $200.00 x 6 hours per location. Unit Price Extended Price $2,380.00 $47,600.00 $2,468.00 $46,892.00 $1,200.00 $4,800.00 4 15 Field Modification Labor for locations noted in line $900.00 $13,500.00 $211,329.00 $211,329.00 item #2 hourly labor rate for Daytime $150.00 x 6 $3,169.93 $3,169.93 taxed hours per location. Tax: 5 3 ASC/3 RM Controllers with C1 Series, 110 VAC, $2633.00 $7899.00 Taxes: Included Data Key and Ethernet module (Includes one (1) spare controller) Part number. ASC3RM1110100000 6 1 Dover Drive & Westcliff Drive $21,020.00 $21,020.00 Type P Cabinet including ASC/3 Controller, cabinet built per City of Newport Beach cabinet specification including eight (8) two channel detectors, including outside test, minus installation 7 1 Balboa Blvd & 22ntl Street — 2P Street $20,579.00 $20,579.00 Type P Cabinet including ASC/3 Controller, cabinet built per City of Newport Beach cabinet specification, including four (4) channels of detection, including outside test, minus installation 8 1 Newport Blvd & 28' Street $20,579.00 $20,579.00 Type P Cabinet including ASC/3 Controller, cabinet built per City of Newport Beach cabinet specification including four (4) two channel detectors, including outside test, minus installation 9 1 Irvine Avenue & Highland Drive $21,710.00 $21,710.00 Type R Cabinet including ASC/3 Controller, cabinet built per City of Newport Beach cabinet specification including six (6) two channel detectors, including outside test, minus installation 10 1 Centracs System Intersection Integration into $4750.00 $4750.00 Centracs (Communication setup, Graphics and travel up to 2- days -onsite for Phase 4,7 Navteq Map Graphics, Number of intersections integrated into System: 30 with Template Background Graphics 1 1 Travel expenses $2000.00 $2000.00 $211,329.00 $211,329.00 Bond (1.6% flat based on pre-tax total) Bond not $3,169.93 $3,169.93 taxed Tax: $16,474.00 Grand total with tax and bond $230,972.93 Taxes: Included F.O.B.: Anaheim Delivery: 4 weeks for ASC/3 Controllers and field components, schedule to be determined based on notice to proceed, 12 weeks for cabinets with two additional weeks for outside test. Valid For: 30 Days Freight: Prepaid Gina Prohaska Account Manager Executed in Duplicate CITY OF NEWPORT BEACH Premium: INCLUDED BONDNO. LPM7615501 LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to Econolite Control Products, Inc. hereinafter designated as the "Principal," a contract for the Purchase and Installation of Traffic Signal * located at West Newport * in the City of Newport Beach in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a bond, providing that If Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used In, upon, for, or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, Fidelity and Deposit Company of Maryland duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held firmly bound unto the City of Newport Beach, in the sum of ( $230,972.93 *** ) lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor; then the Surety will pay for the same, In an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorney's fee, to be fixed by the Court as required by the provisions of Section 3250 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3181 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 3247 et. seq. of the Civil Code of the State of California. And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terns of the Contract or to the work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the work or to the specifications. Control Equipment for Phases 4 and 7 of the Traffic Signal Modernization Project ** (Phase 4) and Peninsula (Phase 7) *** Two Hundred Thirty Thousand Nine Hundred Seventy -Two and 93/100 Dollars 16 In the event that any principal above named executed this Bond as an individual, A is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the 14th day of Econolite Control Products, Inc. Name of Contractor (Principal) Fidelity and Deposit Company of Maryland Name of Surety 801 N. Brand Blvd., Penthouse Suite Glendale, CA 91203 Address of Surety 818-409-2808 Telephone Adrian Valenzuela, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED 17 State of California County of Orange On r 1141AW — before me, Leslie Cleveland, Notary Public (insert name and title of the officer) personally appeared Jeff Spinazze who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ade subscribed to the within instrument and acknowledged to me that he/$ e/tho executed the same in his/t34r/tt*ir authorized capacity(Ks), and that by his/ter/tom signatureW on the instrument the persons), or the entity upon behalf of which the person(No acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. e LESLIE CLEVELAND j Commission rP 1791069 �y Notary Public - California Orange County Signature AYyi`�`�sirJ (Seal) z Comm. ZMMS.20i3 ACKNOWLEDGMENT State of California County of Orange ) On May 14, 2010 before me, Susan Ponsell, Notary Public (insert name and title of the officer) personally appeared Adriana Valenzuela who proved to me on the basis of satisfactory evidence to be the person(s)-whose name(s)-is/are subscribed to the within instrument and acknowledged to me that,he/she/they executed the same in his/her/their authorized capacity(ies: and that by,his//her/their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. SUSAN P0ELLA � NSA WITNESS my hand and official seal. SUSAN COMM. u 1734814 G) 2 NOTARY PUBLIC - CALWORNIAZ u` ORANGE COUNTY My Cemmiseioo Evpim, Meeh ]],10N (Seal) Signature f�� C Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the State of Maryland, by THEODORE G. MARTINEZ, Vice President, and GREGORY E. MURRAY, Assistant Secretary, in pursuance of authority granted by Article VI, Section 2, of the By -Law id Company, which are set forth on the reverse side hereof and are hereby certified to be in full force and eff t d� reof, does hereby nominate, constitute and appoint Adriana VALENZUELA, of Fullerto 1 e ful agent and Attorney -in -Fact, to make, execute, seal and deliver, for, and Is eed: any and all bonds and undertakings, and the execution of suc o ui ese presents, shall be as binding upon said Company, as fully an is h i ey had been duly executed and acknowledged by the regulars e.�4rF�t ice in Baltimore, Md., in their own proper persons. The said Assist Section 2, of the I IN WITNESS affixed the Corp A.D. 2008. WMox.91.111• set forth on the reverse side hereof is a true copy of Article VI, s "tn _ now in force. p e said Vice -President and Assistant Secretary have hereunto subscribed their names and of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 6th day of August, State of Maryland1 ss: City of Baltimore J FIDELITY AND DEPOSIT COMPANY OF MARYLAND Gregory E. Murray Assistant Secretary By: Theodore G. Martinez On this 6th day of August, A.D. 2008, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came THEODORE G. MARTINEZ, Vice President, and GREGORY E. MURRAY, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly swom, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. VAA•;M1,d)D Ot POA -F 012-4152G Constance A. Dunn Notary Public My Commission Expires: July 14, 2011 Executed in Duplicate CITY OF NEWPORT BEACH BONDNO. LPM7615501 FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ 3,465-00 being at the rate of $ 15. 00 per thousand of the Contract price. WHEREAS, the City of Newport Beach, State of California, has awarded to Econolite control Products, Inc_ hereinafter designated as the "Principal," a contract for the Purchase and Installation of Traffic Signal * located at West Newport (Phase 4)**in the City of Newport Beach in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and Fidelity and Deposit company of Maryland , duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety"), are held and firmly bound unto the City of Newport Beach, in the sum of ( $230,972.93 *** ) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Contract, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by the City, only in the event tine City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any way affect its obligations on this Bond, and It does hereby waive notice of any such change, extension of time, alterations or additions of the Contract or to the work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by the City. * control Equipment for Phases 4 and 7 of the Traffic Signal Modernization Project ** and Peninsula (Phase 7) *** Two Hundred Thirty Thousand Nine Hundred Seventy -Two and 93{100 Dollars 18 In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the 14 th day of Econolite Control Products, Inc. Name of Contractor (Principal) Fidelity and Deposit Company of Maryland Name of Surety 801 N. Brand Blvd., Penthouse Suite Glendale, CA 91203 Address of Surety 818-409-2808 Telephone Adrian Valenzuela, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED i9l r.:'. • State of California County of Orange ) Orr— ?fi"/// i before me, Leslie Cleveland, Notary Public (insert name and title of the officer) personally appeared .teff Spinazze who proved to me on the basis of satisfactory evidence to be the person(A) whose name( is/ subscribed to the within instrument and acknowledged to me that hetj4ett�y executed the same in his/t*rq r authorized capacity(i4), and that by his/}6r/tWr signatureW on the instrument the person(so, or the entity upon behalf of which the person('to acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. comm ubn� AND 791009 Notary Public - California Orange County LALC0rnM,8MMor8,2012 + Signature(Seal) C a ( `� / �G t"7iCG ACL ILII I ACKNOWLEDGMENT State of California County of Orange On May 14, 2010 before me, Susan Ponsell, Notary Public (insert name and title of the officer) personally appeared Adriana Valenzuela who proved to me on the basis of satisfactory evidence to be the person(s)'whose names) is/are subscribed to the within instrument and acknowledged to me that,he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. SUSAN PONSE WITNESS my hand and official seal. z COMM. # 1734814 NOTARY PUBLIC - C3L 81RNiA Z ORRNOE COUNTY NCommission Ll A IFF, A i Signature (� �� C'_.-� (Seal) Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the State of Maryland, by THEODORE G. MARTINEZ, Vice President, and GREGORY E. MURRAY, Assistant Secretary, in pursuance of authority granted by Article VI, Section 2, of the By -Law id Company, which are set forth on the reverse side hereof and are hereby certified to be in full force and eff t a reof, does hereby nominate, constitute and appoint Adriana VALENZUELA, of Fullerto i e ful agent and Attorney -in -Fact, to make, execute, seal and deliver, for, and is eed: any and all bonds and undertakings, and the execution of sue 9 in ese presents, shall be as binding upon said Company, as fully an is a S i ey had been duly executed and acknowledged by the regulA] I;r I ice in Baltimore, Md., in their own proper persons. The said Assist Section 2, of the E IN WITNESS affixed the Corp A.D. 2008. esLitere rf�y/_tlkdt Vib'afict set forth on the reverse side hereof is a true copy of Article VI, s now in force. e said Vice -President and Assistant Secretary have hereunto subscribed their names and of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 6th day of August, State of Maryland . City of Baltimore ss. FIDELITY AND DEPOSIT COMPANY OF MARYLAND Gregory E. Murray Assistant Secretary By: Theodore G. Martinez On this 6th day of August, A.D. 2008, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came THEODORE G. MARTINEZ, Vice President, and GREGORY E. MURRAY, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year fust above written. Constance A. Dunn Notary Public My Commission Expires: July 14, 2011 POA -F 012-4152G CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 05/27/10 Dept./Contact Received From: Shauna Oyler Date Completed: 05/28/10 Sent to: Shaun Oyler Company/Person required to have certificate: Service(s) Provided: By: Casey Rogers Econolite GENERAL LIABILITY A. INSURANCE COMPANY: Travelers Property Casualty Cc B. EFFECTIVE DATES: 04/27/10 to 04/27/11 C. AM BEST RATING (A-: VII or greater): "A+" (XV) D. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No $1,000,000 plus E. LIMITS (Must be $1 M or greater): What is limit provided? $2,000,000 Umbrella F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers) M Yes ❑ No G. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No H. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No I. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No J. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. II. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: Travelers Property Casualty Cc B. EFFECTIVE DATES: 04/27/10 to 04/27/11 C. AM BEST RATING (A-: VII or greater) "A+" (XV) _ D. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No E. LIMITS (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): n/a Is it included? n/a ❑ Yes ❑ No G. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. III. WORKERS' COMPENSATION A. INSURANCE COMPANY: Travelers Indemnity Company B. EFFECTIVE DATES: 04/01/10 to 04/01/11 C. AM BEST RATING (A-: VII or greater): "A+" (XV) D. LIMITS: Statutory E. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO WHICH ITEMS NEED TO BE COMPLETED? Approved: Casey AvwL ROgers 05/28/10 Agent of Brown & Brown Date Broker of record for the City of Newport Beach ❑ Requires approval/exception/waiver by Risk Management B&B initials Comments: Approved: Risk Management Date CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 8 May 11, 2010 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Brad Sommers, Senior Civil Engineer 949-644-3326 or bsommers@city.newport-beach.ca.us SUBJECT: TRAFFIC SIGNAL MODERNIZATION PROJECT PHASES 4 AND 7 - APPROVAL OF PURCHASE CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. RECOMMENDATION: Approve Purchase Contract with Econolite Control Products, Inc. of Anaheim, California, for purchase and installation of advanced traffic signal management equipment for Phases 4 and 7 of the Traffic Signal Modernization Project, at a not to exceed price of $230,972.93 and authorize the Mayor and City Clerk to execute the Agreement. DISCUSSION: During the initial design of the Citywide Traffic Signal Modernization project, staff completed a qualifications -based selection process to determine the best qualified vendor for the traffic signal control hardware and software. Staff interviewed each vendor and completed an extensive evaluation of the products and services of seven different manufacturers and suppliers of traffic control equipment. Staff reviewed each firm's qualifications, past experience on similar projects, and availability before selecting Econolite as the best qualified firm to provide the hardware and software for our City- wide Traffic Signal Modernization project. Phases 1, 2, and 3 have been completed and staff is now ready to construct Phases 4 and 7. The attached exhibit shows the completed, current, and planned Traffic Signal Modernization project corridors. Construction of Phase 4 (West Newport) and Phase 7 (Balboa Peninsula) of the Traffic Signal Modernization Project have been combined to expedite deployment of the new traffic signal system. The project includes installation of fiber optic communications, 7 CCN cameras, and new traffic signal control equipment at 30 existing signalized intersections within West Newport and along the Balboa Peninsula. Additionally, the project will rehabilitate four existing traffic signals. Four of the 30 traffic signals within the project area have previously been rehabilitated with new traffic signal control equipment. Therefore, traffic signal control equipment upgrades are only required at 22 locations, while the project will install communication infrastructure to all thirty locations. Traffic Signal Modernization Project Phases 4 and 7 -Approval of Purchase Contract with Econolite Control Products, Inc. May11, 2010 Page 2 As part of the Phase 4 and Phase 7 Traffic Signal Modernization Project, Econolite, Inc. has prepared a proposal to provide and install advanced traffic management equipment necessary to upgrade the traffic signals to be compatible with the Traffic Management Center and Econolite Centracs Traffic Management Software. The Econolite Proposal has provisions for the following: 1. Furnish 24 Econolite ASC/3 Advanced Traffic Signal Controllers (includes two spare controllers); 2. Furnish Econolite Traffic Signal Management Equipment; 3. Furnish four Traffic Signal Control Cabinets for intersections requiring replacement; 4. Provide installation and modification labor for provided Econolite Equipment; 5. Provide support to City Staff for the integration of the modernized intersections; The Econolite "Centracs" traffic management system requires Econolite traffic signal control equipment, such as the Econolite ASC/3 traffic signal controllers, to operate efficiently and access the system's utilities. As Econolite has been selected as the vendor for these products, staff will continue to purchase equipment directly from Econolite to build out and maintain the traffic signal system. A separate contract with Traffic Development Services, Inc. will construct the fiber optic infrastructure for the project. Environmental Review: The project was determined to be exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301 of the CEQA Implementing Guidelines at the time the project was authorized by the City Council. This exemption covers the repair, maintenance and minor alteration of existing public facilities with negligible expansion. Funding Availability: There are sufficient funds available in the following accounts for the project: Account Description Traffic Signal Modernization Phases 4/7 09/10 Traffic Signal Rehabilitation Prepared by: rad Sommers Senior Civil Engineer Account Number 7281-C3002006 7261-C3001007 Total: Submitted be Amount $ 181,000.00 $ 49,972.93 $ 230,972.93 KG. Badum Works Director Attachments: Purchase Contract Traffic Signal Modernization Exhibit CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. FOR PURCHASE AND INSTALLATION OF TRAFFIC SIGNAL CONTROL EQUIPMENT FOR PHASES 4 AND 7 OF THE TRAFFIC SIGNAL MODERNIZATION PROJECT THIS CONTRACT is made and entered into as of this _ day of May, 2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation and Charter City ("City"), and ECONOLITE CONTROL PRODUCTS, INC., a California corporation whose principal place of business is 3360 E. La Palma Ave., Anaheim, CA 92806, ("Contractor"), and is made with reference to the following: RECITALS 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. As part of Phase Four (West Newport) and Phase Seven (Peninsula) of the Traffic Signal Modernization Project ('Project'), City desires to purchase necessary traffic signal equipment from Contractor and to engage Contractor for installation of said equipment as detailed in the attached Scope of Work (Exhibit A). 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. Contractor is a manufacturer and supplier of traffic control equipment, advanced traffic management systems and traffic controller firmware. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SCOPE OF WORK 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 this 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 shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 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. In consideration of the payment of the Purchase Price and subject to all the terms and conditions hereof, Contractor shall: (a) Sell to City, and install, equipment (hereinafter referred to as "the System") listed and set forth in the Scope of Work attached hereto as Exhibit A and incorporated in full by this reference. TIME OF PERFORMANCE 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 Section 2.2 below. The failure by Contractor to meet this schedule may result in termination of this Agreement by City as outlined in Section 17. 2.1 Force Maieur 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. 2.2 Term Unless earlier terminated in accordance with Section 17 of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein or until July 1, 2011, whichever occurs first. 3. COMPENSATION As full compensation for the performance and completion of the Project as required by the Scope of Work, City shall pay to Contractor and Contractor accepts as the full Purchase Price the sum of Two Hundred, Thirty Thousand, Nine Hundred Seventy Two Dollars and Ninety Three Cents ($230,972.93). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. 3.1 Payment for Labor. Subject to the terms of Section 3.D of this Agreement, City shall make monthly progress payments for labor as the Project work proceeds. Contractor shall prepare monthly invoices reflecting labor done during the previous one-month period. Payments for labor shall be based on the hourly rates and other fees set forth in Exhibit A. 3.2 Payment for Equipment Installed. Subject to the terms of Section 3.D of this Agreement, payments for equipment, including any software installed on such equipment, shall be payable upon installation of such equipment at the City after such equipment successfully passes Installation Testing. Installation Testing shall include full operation of the installed equipment at the time of traffic signal turn -on. Contractor shall prepare monthly invoices reflecting equipment successfully installed and tested at the City during the previous one-month period. 3.3 Payment for Spare Equipment. The terms of this Agreement include purchase of equipment that will not be installed at the City under this Agreement. Subject to Section 3.D of this Agreement, payment for equipment described in Exhibit A as spare equipment ("Spare Equipment') shall be payable upon delivery to the City. Contractor shall prepare monthly invoices reflecting spare equipment delivered to the City in the previous one-month period. 3.4 City shall pay Contractor ninety percent (90%) of each approved invoice amount no later than thirty (30) days after approval of an invoice by City staff. The remaining ten percent (10%) of each approved invoice shall be paid by City upon Final System Acceptance, as defined in Subsection 6.1 of this Agreement. 3.5 All shipping and insurance costs to and from the installation sites are included in the purchase price of the Project, as listed in Exhibit A. All payments to shipping agents and for insurance fees shall be made directly by Contractor and the City shall make no payments to any firm concerning the shipment, installation, and delivery of equipment which is not a part of this Agreement and for which exact payments are not described. Contractor shall be responsible for all arrangements for the shipment of equipment to the City, and/or movement of the equipment to the prepared site within the City. Contractor shall also be responsible for removal of all debris and packing materials from the City site resulting from the installation of the equipment, hardware and software. 3.6 Contractor shall provide City with a minimum 14 days notice of its dates of installation to enable the City to prepare the installation sites for the equipment in accordance with the instructions of Contractor. The City shall complete site preparation prior to the date of installation of the hardware, 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. 3.7 Extra Work - Contractor shall not receive any compensation for Extra Work without the prior written authorization of the City. As used herein, "Extra Work" means any work that is determined by the City to be necessary for the proper completion of the Project, but which is not included in the Purchase Price as specified in Exhibit A, and which parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the hourly rates set forth in Exhibit A. 4. ADMINISTRATION This Agreement will be administered by the Public Works Department. Brad Sommers shall be the Project Administrator and shall have the authority to act for City under this Agreement. 5. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 5.1 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 in writing by the City Project Administrator, 5.2 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. 6. ACCEPTANCE TESTING AND ACCEPTANCE 6.1 "Final System Acceptance" shall mean the latest of the dates on which (a) all phases of the system have been used in live onsite operations for a period of at least seven (7) continuous days without significant error following successful completion of the seven (7) day System Acceptance Test described below; and (b) all remaining punch list items have been addressed and completed. 6.2 Acceptance of Installed Equipment Upon completion of the installation of the equipment, Contractor will notify City that such equipment, as described in Exhibit A. has successfully been installed. Equipment shall not be deemed to have been accepted by City until Final System Acceptance. 6.3 Acceptance of Spare Equipment Upon delivery of Spare Equipment, Contractor will notify City that such Spare Equipment, as described in Exhibit A, has been delivered. Spare Equipment shall not be deemed to have been accepted by City until Final System Acceptance. 6.4 System Acceptance Test Once all phases of the project, including tasks completed by other contractors, have commenced simultaneous live operations of the system, a seven (7) day period of System Acceptance testing for the entire system, including all interfaces and deliverables provided under this Agreement, shall begin. Acceptance Testing shall occur in a live environment. Any significant error, deviation or failure of any part or component of the System not manufactured but provided by Contractor, shall be reported to City, and Contractor shall provide in writing an action plan for resolution of such error, deviation or failure within two (2) working days. The System Acceptance Test shall be deemed completed upon completion of a continuous seven (7) day period during which no material failure to meet the criteria set forth in the ATP or significant errors remain unresolved to the satisfaction of the City. System Acceptance Test shall not be unreasonably delayed due to actions of City or its agents, contractors or subcontractors not retained by or through Contractor. 6.5 Failure A. Failure Prior to Final System Acceptance. Upon any failure of City Traffic Signal Management system involving equipment or services purchased pursuant to this Agreement, Contractor shall have an additional seven (7) days in which to make necessary equipment repairs, replacements and/or software fixes without additional cost to City. If more than seven (7) days are reasonably required to make the aforementioned repairs, replacements or software fixes, Contractor shall provide a written action plan that includes a timeline for resolution based on the scope of work involved, and City may authorize a longer repair or resolution period in writing. Failure to provide seven (7) days of continuous live operation without significant errors after a corrective action as described herein, shall constitute a failure to successfully complete Contractor's obligations under this Agreement and Contractor shall be considered in default of a material obligation. City shall be entitled to a refund of the full amount of the fees paid for Contractor's services. City shall also be entitled to full refund on any software, hardware and other system components purchased pursuant to this Agreement that is deemed unusable by the City. At City's option, Contractor shall either refund the full amount of fees paid for Contractor's services and/or equipment to the City, or Contractor shall remove defective equipment and replace with equivalent non -defective equipment. Any removal and/or replacement of equipment or system will be at Contractor's sole cost and expense. If City exercises its option for refund and equipment removal, to the extent feasible Contractor shall return City property to the condition it was in prior to installation, at Contractor's expense. B. Failure After Final System Acceptance. Contractor and City agree that upon system failure, time is of the essence for necessary equipment repairs or replacements, and time is of the essence for addressing any hardware, software or equipment defects which cause failures classified as Severity Level One and Severity Level Two, below. Upon any failure of the system or its hardware or software components, the Warranty provisions of Section 26 of this Agreement shall apply. During the warranty period, if software, hardware or equipment purchased under this Agreement from Contractor shall fail, Contractor shall repair or replace the hardware or equipment within seven (7) working days for all but Severity Level One failures. In the event of a Severity Level One hardware or equipment failure, repair and replacement shall occur within 24 hours of notification of such failure to Contractor by City. If the failure is due to a defect or failure of the supplied and/or installed equipment, the timelines for Contractor response and defect resolution below shall apply: Severity Level One (Critical): Failure that causes an intersection to be in flash or dark, or failure of safety features such as emergency vehicle preemption or railroad preemption. In the event of a Severity Level One failure, Contractor response shall be immediate, and Contractor shall provide a replacement, fix, solution or workaround within 24 hours of notification of such failure to Contractor by City. 2. Severity Level Two (High): Failure or bug in system that results in degradation of traffic signal control and communication system function to a moderate to serious degree under normal or reasonable operating conditions. Severity Level Two failures shall include but are not limited to failure or severe degradation of coordination between intersections, communication between the central system at City Hall and the field elements, and the ability to upload and download data. In the event of a Severity Level Two failure, Contractor shall respond with a written plan of action to address the failure within five (5) business days of notification by City. Contractor shall provide a fix or solution for any Level Two failure within no later than forty-five (45) calendar days of notification of failure by City. 3. Severity Level Three (Moderate to Low): Failure or bug in system that creates aesthetic or user preference issues, unrelated to the operation of the system. Severity Level Three issues shall be addressed through regular system upgrade releases on an as - needed basis. 7. RESPONSIBILITY FOR DAMAGES OR INJURY 7.1 City and all officers, employees and representatives thereof 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 by Contractor, or its subconcontractors, or its workers, or anyone employed by either of them. 7.2 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 arising from Contractor's work on the Project, or the work of any subcontractor or supplier selected by the Contractor. 7.3 Contractor shall indemnify, hold harmless, and defend City, its officers and employees from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims arising from any and all acts or omissions of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Agreement; (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 subconcontractors 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 herein shall require Contractor to indemnify City from the sole negligence or willful misconduct of City, its officers or employees. 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 equipment and software 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. 7.4 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. 7.6 Contractor shall provide traffic control and access in accordance with Section 7- 10 of the State Standard Specifications and the latest edition of the Work Area Traffic Control Handbook (WATCH), as published by Building News, Inc. Traffic control and detours shall at a minimum meet the following requirements: A. Emergency vehicle access shall be maintained at all times. B. The locations and wordings of all barricades, signs, delineators, lights, warning devices, parking restrictions, and any other required devices shall ensure that all pedestrian and vehicular traffic will be handled in a safe manner with a minimum of inconvenience to the public. C. All advanced warning sign installations shall be reflectorized and/or lighted. Traffic signal system shutdown or planned "red flash" shall be limited to 4 -hour periods between the hours of 9:00 AM and 3:00 PM on weekdays (Monday through Thursday), except as authorized by the Engineer. "STOP AHEAD" and "STOP" signs shall be furnished by the contractor and shall conform to the provisions in Section 12-3.06, "Construction Area Signs," of the State Standard Specifications except that the base material for the signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 7.6 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 7.3 above. 7.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 8. 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 7 of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. 9. 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. 10. 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit or performance of any work. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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. D. Coverage Requirements. Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non-payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. ii. General Liability Coverage. general liability insurance in an ($2,000,000) per occurrence property damage, including w commercial general liability in aggregate limit is used, either Contractor shall maintain commercial amount not less than two million dollars for bodily injury, personal injury, and thout limitation, contractual liability. If surance or other form with a general the general aggregate limit shall apply i separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 for each occurrence. E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor. H. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to City. Any insurance maintained by City, including any self-insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non-payment of premium) written notice has been received by City. F. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Contractor's performance under this Contract. G. Additional 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. 11. BONDING Contractor shall obtain, provide and maintain at its own expense during the term of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent 7 (100°/x) of the total amount to be paid Contractor as set forth in this Agreement and in the form attached hereto as Exhibit B which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement in the form attached hereto as Exhibits C which is incorporated herein by this reference. The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. The Contractor shall deliver, concurrently with execution of this Agreement, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. 12. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime work for each craft or type of workman needed to execute the work contemplated under the Agreement shall be paid to all workmen employed on the work to be done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et sec.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 13. SUBCONTRACTING City and Contractor agree that subcontractors may be used to complete the work outlined in the Scope of Services provided the Contractor obtains City approval in writing prior to the subcontractor performing any work. Contractor shall be fully responsible to City for all acts and omissions of the subcontractors. Nothing in this Contract shall create any contractual relationship between City and 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. 14. 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 Contract. 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 10 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. 15. CONFLICTS OF INTEREST 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 Contract, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 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 Contract by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 16. NOTICES 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: Attn: Brad Sommers Public Works Department City of Newport Beach 3300 Newport Blvd. Newport Beach, CA, 92660 Phone: 949-644-3329 Fax: 949-644-3318 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Roy Howard Econolite Control Products, Inc. 3360 E. La Palma Ave. Anaheim, CA 92806 Phone: (719) 471-9866 ext. 352 Fax: (719) 471-9063 17. TERMINATION Termination With Cause —If 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 11 non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Termination Without Cause - Notwithstanding the above provisions and the provisions of Section 6.5 of this Agreement, 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 under this 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 software, hardware, and equipment delivered to City site under this Agreement that City deems usable. 18. 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. 19. WAIVER A waiver by City of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. 20. INTEGRATED AGREEMENT 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. 21. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or product warranties, including Software and Hardware warranties contained in the Scope of Services or delivered to City after execution of this Agreement, the terms of this Agreement shall govern. 22. 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. 23. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project Site, has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its Project Proposal and Scope of Work. 12 24. 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. 25. 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. 26. WARRANTY Contractor warrants to City that all equipment 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 two years from the date of Final System Acceptance of Project by City equipment products not manufactured by the Contractor, and two years from the date of Final System Acceptance by City for equipment products manufactured by Contractor. If Contractor installs the equipment, or supplies technical directions of installation by contract, the warranty period shall run from the date of Final System Acceptance by City, provided same is not unreasonably delayed by City. If Contractor -manufactured equipment delivered hereunder does 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 equipment, or by making available any necessary replacement parts, delivered and installed without additional charge to City within seven (7) working days, unless the failure is of Severity Level One, as defined by Section 6.4(B) of this Agreement. 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. Contractor shall perform any necessary diagnostic work, software, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractor's equipment. 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. 27. REPRESENTATIONS 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. 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 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 13 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. 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. 28. CONFIDENTIAL INFORMATION. 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. 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. Right to Injunctive 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 Article, 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 Article. 29. ASSIGNMENT This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. 30. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 0 31. OTHER MATTERS Severability. In the event any of the provisions of this Agreement shall, for any reason, be held void or unenforceable, the remaining provisions shall remain in full effect and shall control. Invalidity. Any provisions of this Agreement prohibited by the law of any state shall, as to said state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. Absence of Third Party Beneficiary Rights. Except as otherwise provided in this Agreement, no provision of this Agreement is intended, nor shall be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any affiliate or subsidiary, and all provisions hereof shall be personal solely between the parties hereto. Headings. Article and Section headings are included solely for convenience, are not to be considered a part of this Agreement nor are they intended to be full and accurate descriptions of the contents thereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: Leonie Mulvihill, (, Acting City Attorneyr X4(6 ATTEST: M Leilani I. Brown, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation 0 Keith D. Curry, Mayor for the City of Newport Beach ECONOLITE CONTROL PRODUCTS, INC. M M Name: J.P. Spinazze Title: Senior Vice President Name: Brian Martin Title: Assistant Secretary Attachments: Exhibit A - Scope of Services (Econolite Proposal) Exhibit B - Labor and Materials Payment Bond Exhibit C - Faithful Performance Bond 15 ECONOLITE CONTROL PRODUCTS, INC. 3360 East La Palma Avenue Anaheim, CA 92806 Tel (714) 630-3700 FAX (714) 630-5120 Proposal Date: April 28, 2010 To: City of Newport Beach Attn: Brad Sommers From: Gina Prohaska Email: gprohaska(aieconolite.com Re: City of Newport Beach Traffic Signal Modernization Project Phase 4 Brackets, Ped Isolation boards, Push button switches, and 7 (Proposal based on Econolite field review We are offering the following products at prices and conditions set forth on this form. Item Qtv Description Unit Price Extended Price 20 ASC/3-2100 Controller with Ethernet and Data Key $2,380.00 $47,600.00 (Includes one (1) Spare controller) 19 Field Modification Equipment to existing NEMA $2,468.00 $46,892.00 traffic signal cabinets per City furnished list to include: MMU, D panel, Connecting cables, Filtered Convenience Outlet, Terminal Block and Telephone Brackets, Ped Isolation boards, Push button switches, Door switch brackets, SDLC cable from ASC/3 to MMU and resistor panel assembly for pedestrian yellows Locations: Birch Street & Orchard Avenue Acacia Street & Birch Street— Mesa Drive Irvine Avenue& University Avenue Irvine Avenue & Santa Isabel Avenue Irvine Avenue & Dover Drive Irvine Avenue Pedestrian Signal Irvine Avenue & Westcliff Drive Dover Drive & Cliff Drive Dover Drive & 16'" Street/ Castaways Lane Placentia Avenue & 15'" Street Superior Avenue & Ticonderoga Street Superior Avenue & Hospital Road Superior Avenue & Placentia Avenue Balboa Blvd & River Avenue Balboa Blvd & 32"' Street Balboa Blvd & 21 Street Balboa Blvd & le Street Balboa Blvd & Palm Street Balboa Blvd & Main Street 4 Field Modification Labor for locations noted in line $1,200.00 $4,800.00 item #2 (Work to be accomplished at night) Hourly labor rate for evening work $200.00 x 6 hours per location. 4 15 Field Modification Labor for locations noted in line $900.00 $13,500.00 $3,169.93 $3,169.93 item #2 hourly labor rate for Daytime $150.00 x 6 Tax: hours per location. Grand total with tax and bond 5 3 ASC/3 RM Controllers with C1 Series, 110 VAC, $2633.00 $7899.00 Data Key and Ethernet module (Includes one (1) spare controller) Part number. ASC3RM1110100000 6 1 Dover Drive & Westcliff Drive $21,020.00 $21,020.00 Type P Cabinet including ASC/3 Controller, cabinet built per City of Newport Beach cabinet specification including eight (8) two channel detectors, including outside test, minus installation 7 1 Balboa Blvd &.22ntl Street — 23n Street $20,579.00 $20,579.00 Type P Cabinet including ASC/3 Controller, cabinet built per City of Newport Beach cabinet specification, including four (4) channels of detection, including outside test, minus installation 8 1 Newport Blvd & 28" Street $20,579.00 $20,579.00 Type P Cabinet including ASC/3 Controller, cabinet built per City of Newport Beach cabinet specification including four (4) two channel detectors, including outside test, minus installation 9 1 Irvine Avenue & Highland Drive $21,710.00 $21,710.00 Type R Cabinet including ASC/3 Controller, cabinet built per City of Newport Beach cabinet specification including six (6) two channel detectors, including outside test, minus installation 10 1 Cehtracs System Intersection integration into $4750.00 $4750.00 Centracs (Communication setup, Graphics and travel up to 2- days -on-site for Phase 4,7 Navteq Map Graphics, Number of intersections integrated into System: 30 with Template Background Graphics q=ml $211,329.00 $211,329.00 Bond (1.5% flat based on pre-tax total) Bond not $3,169.93 $3,169.93 taxed Tax: $16,474.00 Grand total with tax and bond $230,972.93 Taxes: Included F.O.B.: Anaheim Delivery: 4 weeks for ASCI3 Controllers and field components, schedule to be determined based on notice to proceed, 12 weeks for cabinets with two additional weeks for outside test. Valid For: 30 Days Freight: Prepaid Gina Prohaska Account Manager CITY OF NEWPORT BEACH BOND NO. LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to hereinafter designated as the "Principal," a contract for the located at in the City of in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety') are held firmly bound unto the City of Newport Beach, in the sum of (INSERT CONTRACT DOLLAR AMOUNT) lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorney's fee, to be fixed by the Court as required by the provisions of Section 3250 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3181 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 3247 et. seq. of the Civil Code of the State of California. And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the work or to the specifications. 16 In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the day of 2008. Name of Contractor (Principal) Name of Surety Address of Surety Telephone Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED 17 CITY OF NEWPORT BEACH BOND NO. FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ , being at the rate of $ thousand of the Contract price. WHEREAS, the City of Newport Beach, State of California, has awarded to hereinafter designated as the "Principal," a contract for the , located at in the City of in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and , duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety"), are held and firmly bound unto the City of Newport Beach, in the sum of (INSERT CONTRACT DOLLAR AMOUNT) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Contract, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by the City, only in the event the City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Contract or to the work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by the City. M In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the day of 12008. Name of Contractor (Principal) Name of Surety Address of Surety Telephone Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED 19 TRAFFIC SIGNAL MODERNIZATION CITY OF NEWPORT BEACH CITY OF IRVINE MC LEGEND yC� VO/ ` _� •'' PHASES 1, 2 & 3 COMPLETED (,40 SIGNALS) PHASES 4 & 7 PLANNED CONSTRUCTION 6/2010 (30 SIGNALS) z PHASE 5 FUTURE (13 SIGNALS) m 8i� . i. 0 •� PHASE 6 Fill RE (13 SIGNALS) I�ggEE ti"fA7' 0004 PHASE 8 FUTURE (I l SIGNALS) r� 111V icy J� 0004 10--l— c rry OF IRVINE PHASES 1, 2 & 3 CCTV CAMERAS COMPLEI ED (15 CAMERAS) PHASES J & 7 CCTV CA\(ERAS (7 CAMERAS) l-\I\'F.RSITI' UR PHASE 5 FUTURE C( -[-V CAMERAS (4 CAMERAS) it =i PHASE 6 FUTURE CCTV CAMERAS (3 CAMERAS) PHASE 8 FUTURE CCTV CAMERAS (2 CAMERAS) BISON AVE . COMMUNICATION HUB SQ 0W �r � O0. 1A OR 0 ? f If, t0004 eT 9, ^/1 I,IBR,\R1' - RIDGE. PARK RD SAN JOA C I ILLS RD Iny �/ VP i ogrT Hky � AMENDMENT NO. 1 TO CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. FOR PURCHASE, INSTALLATION AND REPAIR SERVICES OF !CONS®ADVANCED TRAFFIC MANAGEMENT SYSTEM FOR TRAFFIC SIGNAL MODERNIZATION PROJECT THIS AMENDMENT NO. 1 TO CONTRACT is made and entered into as of this 34 day of June, 2009, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation and Charter City ("City"), and ECONOLITE CONTROL PRODUCTS, INC., whose principal place of business is 3360 E. La Palma Ave., Anaheim, CA 92806, ("Contractor'), and is made with reference to the following: RECITALS 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 entered into Agreement on February 14, 2008 for the purchase and installation of software and equipment for advanced traffic management at 22 intersections within the City ("Agreement"). C. Under the Agreement, the City agreed to pay Contractor an amount not to exceed $584,669.12 to perform Phase One of the Project. D. City desires to perform Phase Two and Three of its Traffic Signal Modernization project which will upgrade traffic signal control equipment at 27 existing signalized intersections, install 13 Closed Circuit Television (CCTV) cameras, and install fiber optic communications along the Jamboree Road Corridor and the Airport Area, connecting the upgraded intersections to the recently -complete Traffic Management Center (TMC) at City Hall. ("Project"). E. City desires to enter into this "AMENDMENT NO. 1" to reflect additional services and equipment required for City to complete Phase Two and Three of the Traffic Signal Modernization project ("Project"). F. City. and Contractor have not entered into any separate amendments to the Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall extend to June 30, 2010 unless terminated earlier as set forth herein. 4. 2. SCOPE OF WORK Consultant shall diligently deliver all equipment and perform all the services described in the Agreement and the Scope of Services attached hereto as Exhibit A. 3. COMPENSATION As full compensation due Consultant for all equipment purchased and services performed pursuant to this "Amendment No. 1," and the scope of services/ billing rates attached hereto as Exhibit A, including all reimbursable items and subconsultant fees, shall be Three Hundred Seven Thousand Dollars Three Hundred Thirty Seven and 701100 ($307,337.70)). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. The City shall make progress payments as the Project work proceeds based on the percentage of Project work completed. City shall pay Contractor no later than thirty (30) days after approval of the monthly invoice by City staff. Notwithstanding any other provision of this Agreement, when payments made by City equal 90% of the maximum amount provided for in this Agreement, no further payments shall be made until City has accepted the final work under this Agreement. BONDING Contractor shall obtain, provide and maintain at its own expense during the term of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and in the form attached hereto as Exhibit B which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement in the form attached hereto as Exhibit C which is incorporated herein by this reference. The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. The Contractor shall deliver, concurrently with execution of this Agreement, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority' of the Insurer or Surety issued by the E Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. 5. NOTICES 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, requires or approval from Contractor to City shall be addressed to City at: Attn: Brad Sommers Public Works Department City of Newport Beach 3300 Newport Blvd. P.O. Box 1768 Newport Beach, CA 92658-8915 Ph: (949) 644-3326 Fax: (949) 6443318 bsommerst&-city. newoort-beach.ca.us All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Roy Howard Econolite Control Products, Inc. 3360 E. La Palma Ave. Anaheim, CA 92806 Ph: (719) 471-9866 ext. 352 Fax: (719) 471-9063 Rhoward0econolite.com 6. OTHER MATTERS Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect, Agreement is attached hereto as Exhibit D. P IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: CITY OFNEWPORT EACH, OFFICE OF THE CITY ATTORNEY A Muni ipal Corp 1i n By: f\4yn6de BeauVorney p Assistant City ATTEST: a. - Leilani Brown, City Clerk Eduard D. S"elich; Mayor ECONOLITE CONTROL PRODUCTS, INC. By:_ N for Vice President Name: Brian Martin Title: Assistant Secretary Attachments: Exhibit A—Scope of Services/ Billing Rates Exhibit B— Labor and Materials Payment Bond Exhibit C— Faithful Performance Bond Exhibit D— Original Agreement 4 ECONOLITE CONTROL PRODUCTS, INC. 3360 East La Palma Avenue Anaheim, CA 92806 Tel (714) 630-3700 FAX (714) 630-5120 Proposal Date: May 26, 2009 To: City of Newport Beach Attn: Brad Sommers From: Gina Prohaska Email: uurohaske0econolite.com Re: City of Newport Beach Traffic Signal Modernization Project Phase 2 and 3. Proposal based on field review We are offering the following products at prices and conditions set forth on this form. Item Oty Description Unit Price Extended Price '1 *Option: Icons System Integration (1 $9700.00 $9700.00 week of system integration) The standard charge for integration services is $185 per hour. For the requested quote for up to one week of optional Integration support, this would come to $7400. Any travel required would come to a flat fee of $2300 Including airfare, food, lodging and ground transportation. Should a remote connection be provided by the City whereby our support team can perform their services from the Colorado Springs office, the travel cost can be eliminated. 24 ASC/3-2100 Controllers with 110VAC, Data $2,380.00 $57,120.00 Key and Ethernet Module Part Number: ASC321010100000 4 ASC/3 Programming Manual $42.00 $168.00 ASC43 Operations Manual 6 ASC/3RM Controllers with C1 Series, 110 $2,633.00 $15,798.00 VAC, Data Key and Ethernet Module Part Number ASC3RM21110100000 Locations: Jamboree & Bristol Street South Jamboree & Bristol Street North Bristol Street & North Bristol Street & South Bayview Place & Bristol South 17 Field Modification Equipment to existing $2,468.00 $41,956.00 NEMA traffic signal cabinets per City furnished list (As done in Phase 1 of project) to include: MMU, D panel, Connecting cables, Filtered Convenience Outlet, Terminal Block and Telephone Brackets, Ped Isolation boards, Push button switches, Door switch brackets, SDLC cable from ASC/3 to MMU and resistor panel assembly for pedestrian yellows Locations: Jamboree and Island Lagoon Drive Jamboree and Santa Barbara Drive Jamboree and San Joaquin Hills Road Jamboree and Ford Road Jamboree and Bison Avenue Jamboree and University Drive Jamboree and Bayview Way Jamboree and MacArthur Blvd Santa Barbara and San Clemente Drive Bison Avenue and Country Club Bison Avenue and Bayswater MacArthur Blvd and Newport Place MacArthur Blvd and Birch Street Campus Drive and Airport Way Campus Drive and Quail Street Birch Street and Dove Street Bayview Place and Bayview Circle 5A 17 Field Modification Labor for Nema locations $1,600.00 $27,200.00 noted in line item #5 (Work to be accomplished at night) Hourly labor rate $200.00 x 8 hours per location. 6 5 Field Modification Equipment to existing 170 $1454.00 $7270.00 traffic signal cabinets per City furnished list (As done in Phase 1 of project) Furnishing of ancillary traffic signal equipment such as 2010 EDI Monitor, Telephone Block and Bracket, 16 channel Red Monitor kit, Push Button Switch, including Output file as required Locations: Jamboree and Bristol Street South Jamboree and Bristol Street North Birch Street and Bristol Street North Birch Street and Bristol Street South Bristol Street and Bayview Circle 6A 5 Field Modification Labor for 170 locations $1200.00 $6000.00 noted in line hem# 6 (Work to be accomplished at night) Hourly labor rate $200.00 x 6 hours per location. 7 1 Jamboree and BackBav Drive Type P $19,232.00 $19,232.00 Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 8 1 Bison Avenue and Camelback Street $18,663.00 $18,663.00 Type P Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 9 1 Birch Street and Quail Street $18,982.00 $18,982.00 Type P Cabinet minus ASC/3 Controller as shown in line hem #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 10 1 Campus Drive and Bristol Street North Type $21,403.00 $21,403.00 O Cabinet minus ASC/3 Controller as shown in line hem #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 11 1 Irvine Avenue and Bristol St. South $20,464.00 $20,464.00 Type O Cabinet minus ASC/3 Controller as shown in line hem #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 12 1 Jamboree and Bavview Way $18,213.00 $18,213.00 Type P Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation. Standard two channel detectors provided. Detectors with timing not included per plan Grand Total including line optional line $282,169.00 Item #1 Tax 8.75% on equipment only $20,936.16 Sub -Total with Tax: $303,105.16 Bond (1.5% flat based on pre-tax Total): $4.232.54 Grand Total: $307,337.70 Taxes: Not Included Gina Prohaska F.O.B.: Anaheim Account Manager Terms: Net 30 Delivery: 4 weeks for ASC/3 Controllers, 6 weeks upon receipt of order for field modifications, 12 weeks for cabinets with two additional weeks for outside test. Valid For: 30 Days Freight: Prepaid EXECUTED IN DUPLICATE Premium: INCLUDED EXHIBIT B CITY OF NEWPORT BEACH BOND NO. LPM7609653 LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to ECONOLITE CONTROL PRODUCTS, INC., hereinafter designated as the "Principal," a contract for the Purchase, Installation and * , located at 27 intersections in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is Incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terns thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, Fidelity and Deposit Company of Maryland duly authorized to transact business under the laws of the State of Califomia, as Surety, (referred to herein as 'Surety") are held firmly bound unto the City of Newport Beach, in the sum of ($ 307, 337.70 •- ) lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to'"be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and tabor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit Is brought to enforce the obligations of this Bond, a reasonable attorney's fee, to be fixed by the Court as required by the provisions of Section 3250 of the Civil Code of the State of California. The Bond shall Inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3181 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 3247 et. seq. of the Civil Code of the State of California. Repair Services of ICONS (R) Advanced Traffic Management System for Traffic Signal Modernization Project Phase Two and Three, per Amendment No. 1 to the Contract -- Three Hundred Seven Thousand Three Hundred Thirty -Seven and 70/100 Dollars And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the 6th day of July , 2009. Econolite Control Products, Inc. Name of Contractor (Principal) Fidelity and Deposit Company of Maryland Name of Surety 801 N. Brand Blvd., PH Suite Glendale, CA 91203 Lourdes Landa, Attorney -in -Fact Address of Surety Print Name and Title 818-409-2808 Telephone NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED 2 State of California County of Orange On July 10, 2009 ACKNOWLEDGMENT before me, Leslie Cleveland, Notary Public (insert name and title of the officer) personally appeared Jeff Spinazze who proved to me on the basis of satisfactory evidence to be the pars on(So whose name(o is/316 subscribed to the within instrument and acknowledged to me that he/016/tt* executed the same in his/66/ywrx authorized capacity(X), and that by his6Wdjhek signature($) on the instrument the person(o, or the entity upon behalf of which the pars on(j� acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. L!111111�01 - I CararNrMN Simon lAfti ry pubft - Cd10Mro am" COW* Signature �la�, dgAg1 (Seal) r, olmev�ut+ & Attached to Exhibit B of City of Newport Beach Bond No LPM7609653. ACKNOWLEDGMENT State of California County of Orange ) On July 6, 2009 before me, Susan Ponsell, Notary Public (insert name and title of the officer) personally appeared Lourdes Landa who proved to me on the basis of satisfactory evidence to be the subscribed to the within instrument and acknowledged to me the Ter/tomauthorized capacity�, and that by bisfFier/ it sic personfz"r the entity upon behalf of which the person(s)acted lose name,(.sj"is/iiW executed the same in the instrument the , executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal. SUSAN PONSELL y Z COMM. # 1734814 '2 NOTARYPUBLIC•CALIFORNLIz G ORANGE COUNTY +.+y Comm W ion E.pMn Mrai A. SBHJ Signature (Seal) Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND COLONIAL AMERICAN CASUALTY AND SURETY COMPANY KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, and the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, corporations of the S aryland, by THEODORE G. MARTINEZ, Vice President, and ERIC D. BARNES, Assistant ce of authority granted by Article Vl, Section 2, of the By -Laws of said Companies, which ar ere eof and are hereby certified to be in full force and effect on the date hereof, d , c d ourdes LANDA, of Fullerton, California, its true and lawful agent ' a and deliver, for, and on its behalf as surety, and as its act and deed �)�n� i and the execution of such bonds or undertakings in pursuance o 1 n aid Companies, as fully and amply, to all intents and purposes,asifthey 1 pereby e regularly elected officers of the Company at its office in Baltimore, Md., W. Raid The said Assistants certify that the extract set forth on the reverse side hereof is a true copy of Article VI, Section 2, of the By- Companies, and is now in force. IN WITNESS WHEREOF, the said Vice -President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seals of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, and the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, this 11th day of April, A.D. 2007. ATTEST: State of Maryland ss: City of Baltimore FIDELITY AND DEPOSIT COMPANY OF MARYLAND COLONIAL AMERICAN CASUALTY AND SURETY COMPANY 4, X), Eric D. Barnes Assistant Secretary By: Theodore G. Martinez On this I lth day of April, A.D. 2007, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came THEODORE G. MARTINEZ, Vice President, and ERIC D. BARNES, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, and the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Companies aforesaid, and that the seals affixed to the preceding instrument is the Corporate Seals of said Companies, and that the said Corporate Seals and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. 9 POA -F 0124152H Dennis K Hayden Notary Public My Commission Expires: February 1, 2009 EXTRACT FROM BY-LAWS OF FIDELITY AND DEPOSIT COMPANY OF MARYLAND "Article VI, Section 2. The Chairman of the Board, or the President, or any Executive Vice -President, or any of the Senior Vice -Presidents or Vice -Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident Vice -Presidents, Assistant Vice -Presidents and Attomeys-in-Fact as the business of the Company may require, or to authorize any person or persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations, policies, contracts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages and instruments in the nature of mortgages,...and to affix the seal of the Company thereto." EXTRACT FROM BY-LAWS OF COLONIAL AMERICAN CASUALTY AND SURETY COMPANY "Article VI, Section 2. The Chairman of the Board, or the President, or any Executive Vice -President, or any of the Senior Vice -Presidents or Vice -Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident Vice -Presidents, Assistant Vice -Presidents and Attomeys-in-Fact as the business of the Company may require, or to authorize any person or persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations, policies, contracts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages and instruments in the nature of mortgages .... and to affix the seal of the Company thereto." CERTIFICATE I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, and the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that the 'Vice -President who executed the said Power of Attorney was one of the additional Vice -Presidents specially authorized by the Board of Directors to appoint any Attorney -in -Fact as provided in Article VI, Section 2, of the respective By -Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, and the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May, 1990 and of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice -President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed." IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seals of the said Companies, this day of JUL U 6 M Assistant Secretary N': 4 662 STATE OF CALiFOiM DEPARTMENT OF INSURANCE sm mum= AMENDED Certificate of Authority Tats Is To cmnvT. That, parnnat to the Insaroace Coda of the State of Calgornia. FIDELITY AND DEPOSIT COMPANY OF MARYLAND of DALTIMORS, MARYLAND .organwduudertha brut of MARYLAND , rubfad to its ArtWm of leoerporadan or other fandamenw orma Amhondl dommeau. it hereby authorised to ttoaeaet wifhfn this Seale, mbfeet to aR pmw" of this Cart{J6oata, the fdlouft merits of lwwance. FIRE. MARINE, SURETY, PLATE CLASS, LIABILITY, MORIERS' COMPENSATION, BOILER AND MACHINERY, BURGLARY, CREDIT, SPRINHLER, TEAM AND VEHICLE, AUTOMOBILE, AIRCRAFT and MISCELLANEOUS w such daces ase row or may hereafter be defined in the Imwame Lama of the Stan of Califmnets. Ttas Cisxrp=Te it aaprmdy eoadr lmd Upon the holder hereof now and hereafter being in full mmpliaaee U*h alb and rot in cfoiation of any, of the applim a Taut and laujid requdmmmb mads under authority of the lama of the State of Catifamia w long as each Gama or requiremente are in efed and applimble, and as nab lams and tequirementa note are, or may hereafter, be changed or amended. IN WIiti w Wawa w. ejecMea m of rhe 29th day January , lots I Aaoe hemato sat mit hand and as Used my ojfiew seat to be awed this._29 th _ dap of January 1985 ay muff of tate swot be aewmpmad w required by tbo CA$u xdx Cwpeo ammPtty after i,rnaem of ear CaMoaa of Authority. Fallms to do m WW be a vivbtlma of Im. Co sad wia be erauodr for fowling" CaMato d A'utbotiy punvast to the covmana endo io Wa dKtder and the oacdNom antabod haatn . ml Ne. ata OYY MM Y.r EXECUTED IN DUPLICATE EXHIBIT C CITY OF NEWPORT BEACH BOND NO. LPM7609653 The premium charges on this Bond is $ 4,610.00 being at the rate of $ 15.00 per thousand of the Contract price. WHEREAS, the City of Newport Beach, State of Califomia, has awarded to ECONOLITE CONTROL PRODUCTS, INC., hereinafter designated as the "Principal," a contract for the Purchase, Installation and * , located at 27 Intersections In the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or Is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and Fidelity and Deposit Company of Maryland duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety'), are held and firmly bound unto the City of Newport Beach, in the sum of ($307, 337.70 **) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Contract, to be paid to the City of Newport Beads, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its pail, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, Incurred by the City, only in the event the City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Repair Services of ICONS (R) Advanced Traffic Management System for Traffic Signal Modernization Project Phase Two and Three, per Amendment No. 1 to the Contract -- Three Hundred Seven Thousand Three Hundred Thirty -Seven and 70/100 Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Contract or to the work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by the City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this Instrument has been duly executed by the Principal and Surety above named, on the 6th day of July , 2009, Econolite Control Products, Inc. Name of Contractor (Principal) Fidelity and Deposit Company of Maryland Name of Surety 801 N. Brand B1vd.,PH Suite Glendale, CA 91203 Address of Surety 818-409-2808 Telephone Lourdes Landa, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST .BE ATTACHED 2 State of California County of_ Orange On July 10, 2009 ACKNOWLEDGMENT before me, Leslie Cleveland, Notary Public (insert name and title of the officer) personally appeared Jeff Spinazze who proved to me on the basis of satisfactory evidence to be the pers on(4 whose name04 is/ subscribed to the within instrument and acknowledged to m e that he/s'tfe/tho executed the same in his/I //t_" authorized capacity(, and that by his/t%kheir signatureN on the instrument the personC4, or the entity upon behalf of which the pers on(4 acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ------------ WITNESS my hand and official seal.LMNCIlYlLAlr Oqr418 C"* n wl"Mwn.son Signature _(Cp �/L,�C (Seal) Attached to Exhibit C of City of Newport Beach Bond No LPM7609653. ACKNOWLEDGMENT State of California County of Orange ) On July 6, 2009 before me, Susan Ponsell, Notary Public (insert name and title of the officer) personally appeared Lourdes Landa who proved to me on the basis of satisfactory evidence to be the person(,$)'whose names/,aw subscribed to the within instrument and acknowledged to me thatpef§he" executed the same in >eKer/t r authorized capecityW, and that by er/P&1fsignaturt3(syon the instrument the person , or the entity upon behalf of which the persogW'acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SUSAN PONSELL Z COMM, 0 1734810 G) NOTARY PUBLIC -CALIFORNIA cO ORANGE COUIM Z Myo MWnEryWMUM27,1011 Signature (Seal) Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND COLONIAL AMERICAN CASUALTY AND SURETY COMPANY KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, and the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, corporations of the S aryland, by THEODORE G. MARTINEZ, Vice President, and ERIC D. BARNES, Assistant sdnce of authority granted by Article Vi, Section 2, of the By -Laws of said Companies, which ere eof and are hereby certified to be in full force and effect on the date hereof, do co ourdes LANDA, of Fullerton, California, its true and lawful agent t and deliver, for, and on its behalf as surety, and as its act and�deedin s u and the execution of such bonds or undertakings in pursuance o1 b n aid Companies, as fully and amply, to all intents and purposes, as if they) ged by the regularly elected officers of the Company at its office in Baltimore, The said Assistant oes ereby certify, that the extract set forth on the reverse side hereof is a true copy of Article VI, Section 2, of the By- s o said Companies, and is now in force. IN WITNESS WHEREOF, the said Vice -President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seals of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, and the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, this 11th day of April, A.D. 2007. ATTEST: 'pV 9fFJgrr �O State of Maryland ss: City of Baltimore FIDELITY AND DEPOSIT COMPANY OF MARYLAND COLONIAL AMERICAN CASUALTY AND SURETY COMPANY Eric D. Barnes Assistant Secretary By: Theodore G. Martinez On this 11th day of April, A.D. 2007, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came THEODORE G. MARTINEZ, Vice President, and ERIC D. BARNES, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, and the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Companies aforesaid, and that the seals affixed to the preceding instrument is the Corporate Seals of said Companies, and that the said Corporate Seals and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. Dennis R. Hayden Notary Public My Commission Expires: February 1, 2009 POA -F 012-4152H EXTRACT FROM BY-LAWS OF FIDELITY AND DEPOSIT COMPANY OF MARYLAND "Article VI, Section 2. The Chairman of the Board, or the President, or any Executive Vice -President, or any of the Senior Vice -Presidents or Vice -Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident Vice -Presidents, Assistant Vice -Presidents and Attorneys -in -Fact as the business of the Company may require, or to authorize any person or persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations, policies, contracts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages and instruments in the nature of mortgages,... and to affix the seal of the Company thereto." EXTRACT FROM BY-LAWS OF COLONIAL AMERICAN CASUALTY AND SURETY COMPANY "Article VI, Section 2. The Chairman of the Board, or the President, or any Executive Vice -President, or any of the Senior Vice -Presidents or Vice -Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident Vice -Presidents, Assistant Vice -Presidents and Attorneys -in -Fact as the business of the Company may require, or to authorize any person or persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations, policies, contacts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages and instruments in the nature of mortgages .... and to affix the seal of the Company thereto." CERTIFICATE 1, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, and the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that the Vice - President who executed the said Power of Attorney was one of the additional Vice -Presidents specially authorized by the Board of Directors to appoint any Attorney -in -Fact as provided in Article VI, Section 2, of the respective By -Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, and the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May, 1990 and of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice -President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed." IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seals of the said Companies, this day of JUL 0 V 2W9 V AariSrant Secrerary NY 4662 STAT& OF CAL134M A DEPARTMENT OF INSURANCE sex FnAm=gco AMENDED Cardficate of Authority ?me L To Ce$rnr. Thor, pum"m to the Inturww CO& of the Side of Ceiifomk, FIDELITY AND DEPOSIT COMPANY OF MARYLAND of BALTIMORE, MARYLAND . oraantstd ander the btrw of MARYLAND . avbpd td W Ardebw of tnoapws*n or other fwtdaanenW 0Wnkdbndl ddanmeW. w hereby atethorieed to trdasad v*W Aft State, attbjtet tO eR prootrtoru of eh4 CerNftaate, the fououBng elaaset of Gtaursnw FIRE, MARINE, SURETY, PLATE GLASS, LIABILITY. WORKERS' COMPENSATION, BOILER AND MACHINERY, BURGLARY, CREDIT, SPRINKLER, TEAM AND VEHICLE, AUTOMOBILE, AIRCRAFT and at snob elasset are rare x meg hers*w bs defined in the Innwamw Law of the Spots of Califamia. Tws CmmrwAa is expressly sand#brad upon the holder hereof non and hermftsr being in full wmpfkfwu sWh Oft, and rot in ablatbn of any. Of the applicable law and kwful requirements mode under mdhmtty of the lawn of the Stator of Califomis m lang as sash kw or regteiremants are in e$ect and dpplicabbt, and as stall taw dad requirements rwo on. or may have Aw be charged or amended. IN Wtmtes Waamt, a$edPos ds of rhe Z9Sh day of January ,10s I hoax hemaaao est my hand and amused my oftotal reel to he agaed thh 29th _ aw January Ip B5 By pw80o tsm wilb the $*mob" at Sbts awn ba aammpb.bad w mau4ed by the promptly ager ion m of a& CaMoate of AuUmaq. Fadam to do m wet to and wig be pamds fw'rerd 4 dds Ca dfimu of A'utha,hy pumumt to the mveoteta made 0 the tpptleauae .&-- eeaeeteed bemts . roe w .e.at we.. ee _.. T.— . 1:) CONTRACT WITH ECONOUTE CONTROL PRODUCTS, INC. FOR PURCHASE, INSTALLATION, KAI4E441011 AND REPAIR SERVICES OF looms® ADVANCED TRAFFIC W RAG MENT SYSTEM THIS CONTRACT Is made and entered kr0 as of tMs 9CW of 2008, by and between Bre CITY OF NEWPORT BEACH, a MuNdpal Corporation and Charter City ('City'), and ECONOUTE CONTROL PRODUCTS, WO a Calf nils corporation whose principal place of business Is 3380 E. La Farm Ave., Anaiabm, CA 82808, ('ContradoP), and Is mads with reference to the followt : RECITALS A. Cfiy to a municipal corporation duty organized and validly existing under the Iowa of the State of California with the power to carry on Its business as it e now being concluded under the statutes of the State of California and the Charter of City. B. Cfiy Is penning to perform Phase One of its Traft Signs! Modernization project (•Project', which will provide advanced traffic management at 22 intersections wimin the City. C. Ck desires to purchase necessary software and equipment from Contractor, to engage Contractor to Install al necesesry equipment and software. to provide advanced batt management at 22 htersecdonm within the City. and to oon80um Met vpwm to provide automating capability for up to 150 kdarsecdons at a later date. Clly also wishes to engage Contractor to provide trek tng to City staff who will be imrolved In operation of the korai Advanced Tragic Management System, W such software and equipment purchases, Installation, and VaWng ad be hereinafter referred to as •Pro*tr Contractor has agreed to Peffonm Me Project over a 120 day period, commencing upon moolft Notice to Proceed. 0. The !eons® Advanced Traft Management System shag provide coordlnaWn and enhanced operation at 22 traffic signals for Phase One of the Traft SW W ModentKation Projed and which a Cap" of being Woonded to y1180 $mels throughout the Cay in fudge Wood phases 8 agreed to by City and Cwftdor. Addgbnally, the kerns® Advanced Traffic Management System will provide advanced trait signal observation and response tram City Hag through an ddarece with dosed circuit teloviatah camerae (CCTV) and direct oomnaxdcadon with ir"ual intemectlem creating cenbafted control for the connected intersections as needed from the Traft Olviston of the Clye Pudic Woft E. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications sat forth by the City for the Project, is fffJbr with all conditions relevant to the performance of services and has committed to perform all work required for the price specified In this Agreement F. Contractor Is a manufacturer and supplier of tmffla control equlpmenk advanced traffic management systema and bertic cont ollar8rmwans. O. ConUaclor, alone and In partnership vdat olhws, has developed proprietary software systema, Including the commurtoation and control system registered as Yeora.' NOW, THEREFORE, 0 is mutually agreed by and between the updaisigned parties as follows: 1. SCOPE OF WORK Contfador shall provide all tangible Rome and perform all rho sarvtoes deaalbad In the Soope of Wodr attached hereto as Exhibit A and Incorporated herein by the reference.. As a material inducement. to Rha CtW entering Into thin Agreemant, Contractor reptssents and'wanants; that Contractor Is a provider of first class work and services and Contractor to aroredencad h. psrfarmI g Me work and services contemplated t"n and. In light of such status and experience, ContRder covenants that a oW follow ;ate hghset prof si;lonal standards in performI g the work and'services nqulred hereunder and ant all materials will be of good quaW. For purposes of We Agrooment, the phrase •Nghsd professional afardade•.shag mean these standards of practice done or mese Ahst�dasa tuns pantomnkg sdtderworit under sGNiar .. 'Contractor shag perforin everything required to be padonned, and attaS provide and fumeh all the labor, rrotedals, nscasmy tools. expsMable equlpmerd and all u ft and MmaportWbn services necassaryfortta PrgscL In conddenatlon of the payment of the Purchase Price and subject to all the terms and condfipons honot. Cordreclor shat: . (a) connections and equipment (tnrolatter Marred to as W Systamo listed and est forth In the Snipe of Work adscnad honeto as Schedule A and incorporated In full by this reference (b) Supply to Chi' under Wense the';of ware oonnponenta of Na kons® ayatern. described In detail In Schedule A. Including any necessary gcansed software products and related mals" (c) Supply to City end••knte0 all a Nero and hardware required to operate the Synchro® Interface Modula and CCTV Module. (d) Provide the tasting and oWnIng servkma as sat fodh In PIMA. 2: TIME OF PERFORMANCE Time to of the ease= In an perfamtanos of satvloas under ft Agreamart and Contractor shag rarnplete ars Project Installation, Imylemematbn and acceptance testing within the time set forth In Fxhibit A The failure by Contractor to meet this schedule may result In termination of this Agreement by City as outlined In Sedan 16. The time pared(s) spedfied In Exhibit A for performance of services rendered pursuant to We Agreement shall be extended because of any delays due to unforeseeable causes beyond the Control and without the Paul at ne ligenoe of Contractor. Including but not restricted to acts of God or of the public enemy, unusually severe weather, fires, earthquakes. floods, eptdamlrs, quarantine restrictions, rots, strikes, freight embargoes, wars, andfor acts of any governmental agency, Including the City, U Conbactor shag within ten (10) days of the cersrermcechem of such delay notify City in writing of the Cause of the delay. City shag ascertain the facts and eAW 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 qtr such delay Is justified. Cky's determination shall be final and conclusive upon the parties to til& Agreement In no event shag CDrnbactar be entitled to recover damages agalnst City for any delay In performance of this Agreement, however caused, Contractor's sole remedy being euden&an of the Agreement pursuant to Ude Sedan. 22 7s® Unless eadter terminated in accordance with Sedan 17 of this Agmenark this ApreenraM shag conlhare in fttg force and erred undo completion of the services agreed to therein. COMPENSATION As kali compensation for the performance and completion of the Project as required by the Scapa of Work City "pay to Contractor and Contractor accepts as the hull Purchase Price the sum of Five Hundred Elmhlv.Four Thousand. SI: Corrector ciao not receive any additional comperoafbn unless approved In advance by the City In writhg. The City shag make mor" progress payments for labor a& the Projad wgrk proceeds based on the fee schedule set forth In Elddbtt A Payment for sofMmrs, haedwate arid aquiprtam shag become due upon shlpmant to and receipt Of such software, hardware and equipment to City. City shag pay Comer ndnety percent (gD%) of each approved Invoke ampurd no Tatar than thbty (30) days after approval of an Invoice by Cay staff. The remaining ten percent (10%) of each approved Invoke shag be pard by City upon Rnal System Acceptance, as defbed In Subsection 0.1 of lilt Agreement. A, All Shipping and Insurance coats to and from the installation also are Included In the purchase price of the Pro)sd, as listed In Fadlbg A All payments to shipping agenda and for Insurance meas shag be made dtroctly by Contractor and the City stall make no payments to any frig concerning the shipment, Installation, and deltvary of hardware which Is' not a part of ft Agreement and for which exact payments are not described. Contactor shag be responsible for all arrangements for the shipment of software, hardware and eQuipmard to the qty, andfor movement of the hardware to the prepam.d alb � pacift Gwn to City . Cwkscbr anall also� ram tnom bataga�tlo�ir OOW Sf th equtpmeat hadwam snd aoflwwt. B. Conbacar shall tide City with a minimum 14 days notice of W tiles o Installation W enable tis qtr to prepare the installation sites for the Hardwsm In accordance With ttw Instructions of Cantractm. The City shall Complete s& preparation prior to to date of IurWlmWn of tit hadware, and the mute stu thereafter be available for Inspection and approval. All costs and expaim related to the site preparation shag be at the sole axparoe Of db. 00111100010 Will provide staff tar complete Civello, trabdng of City pet 44nd as set fodh It Fxhlblt A C. Paymema &tug be made Ih accordance with this Septan and the sdhaduh &atkeMInUMA D. F.ktra Work • Contractor shag not receive any compensation ler Exbt Worl wttteuttMprarwdttuhamticdratlonottlhsC f• As used hanin,06fftWork mom any wick that is determined by the qty to be tmeceaaary for the ptope completion d the Project but which Is 09..kwluded H tit Purchase Prices at . . speCUled In E7dtlblt A. and which paifies did no reasonably anticipate would ba eon wltothem�ho�rfor atesany au N ed Exift Aa Work shag be paid y 4.. . ADMINISTRATION esove�Partmeft toay6hag be the Projed Ad tirstbr a Ad have a to G* under Oft Agreement . ti. TYPE AND INSTALLATION OF MA'Milu &STANDARD OF CARE &I Contractor shall use only the slsnd" mwmials described N E#dbk A In pedwaing services undar We Agmement. Any deviation from the materials described In Erdlbh A shag not be i1361911ed unless approved In advance by the City Project Admdrdabater. 6.2 Ag d the servitors shah be paRomed by Corilractor of Under Contradols supervision. Contractor reW'aants Uhat it pass""@ the pessontel required to pmuform the aervkm requirad by Ula Agreement and that h wig perform ail services In a manner commensurste with oommurdty profewlonai standards. AD services shag be pedomted by gttsooed 40 experianced not employed by M nor have any contrahdhip 6. ACCEPTANCE TESTING AND ACCEPTANCE 6.1 'Float System Acceptance shall reran the latest of to dates on whkh (a) an phases of the system have been used in ova orae operations for ■ period of at least seven (7) continuous days without significant error f000vfng successful wmpledon of the seven (7) day System Acceptance Test described below. and (b) am remaining punch Est items have been addressed and completed, Contractor shag follow the System Acceptance Test Plan (hereinafter P.TP7 developed in consultation with the qty containing Acceptance Criteria that establishes test procedures and test critada, for. evaluating system capabilities. functions. and features along with a problamreporang method for use In the system testing. The ATP is attathad hereto as Exhibit B. Upon completion of the Installation of the hardware, Contractor will now City that such hadvars, as described In Exhibit A, haw successfully been Instated. Hardware shag not be doomed to have been accepted by My until Final System Acceptance. Once all phases of the project have commenced simultaneous We opaatlora, a seven (7) day period of axepfaue tuft for the entire system. Incloft OR Intafacas art deWaables provided under this Agreement, sham begin. System Acceptance Testing shag occur in a We awkcnnont Any signitic" error or deviations from the ATP, or the error, deviation or failure of any part or component of the System not manufactured but provided by Corcrador. shall be reported to City, and Contractor stunt provide In wiling an action plan for resolution of such error, deviation or failure Wfdtn two (2) wortdng days. The System Acceptance Test stat be deemed completed upon completion of a continuous seven (7) day period during which no material failure to meet the criteria sat WM In the ATP or sign*M emors remain urtreso)ved to the sallstacton of the qty. System Acceptance, Test shall not be oreCity anws, commctas or subcontractors r retained by ortin ough Contractor 5.5 Failure A. Failure Prior to Final Utem Acceptance. Upon any WWre of the System Acceptance Test, Contractor stall have an additional seven (7) days In which mace necessary equipment repairs, replaoanema afWar software (bus without additional cost to CRY, after which the System Aaceptwm Ted shall be repeated without additional coat to City. If more than seven (7) days are reasonably iacennonts; or required lbws, 0011118010f shall provide a pwritten action plan that Includes a timeline for resolution based on the scope of work Involved, and Ally may authorize a longer repair or resolution ailure of the System to meat " WMW S secondadod tSystem n writ. FA ceptimos Test, or fallwo to provide raven (7) days of continuous We operation without significant errors after any additional System Aamptanm Tact, shall Misbbte a failure to auacessh* oompieta Contradoes obbgatiars under this Agreement and Contractor shall be considered In default of a material obifg•Uon. Chy shall be entitled to a refund of the full amount of the roes pall for Cordrector's star. CRO shall also los aMttlad to full refund on arty software, hardware and other System components purchaseii pursuant to fdds Agreement that Is deemed unusable bYthe CRY. Am/ removalof tie systam will be st B. FAI ua of Ftnai !Mara A�plaocw_ Contractor and 'may agm' that upon syacem failure, time is of the assence for nacestay system aquipmsnt repairs or mpinoarteNs, and time is of Cha essence for addressing any soRwan daaets which cause failures plaselMd as Save* Iwo) One and Swat tty Leve( Two. below. Upon any (alias of the System or Its hardware or software components, the Wamu* pmAsi s of 9dlfbtt A'and SecOm 25 of this Agreement shag apple. Curing the wamnb parted, a terdwnt= Or pandas= under this Agreement from Contractor thaU inti, (bnbector shag repalrar replace fM har1 ere or equipment within raven (7) wcuft days for all but SevedQl Level One failures. In the event of a Savadly Level One hardware or equipment wure, raw and replacement also ooau vAWn 24 Mows of ratification of such tature to Contractor by qty. If the Witte Is due to a software defeat or biters, tie Wpeaws for Contractor response and defect retob tlar below shall apple' I.. Swedty Level One (Cddca): Failure Chet causes an Intersection to.be In gob or dark, orfallum of safetyfaalures such es emergency veNrle preemption or railroad preemption. In the evert of'a Savary Level One More, CatbactV r"Was, shoo be Immediate, and Contm*f OW provide a ft sclutlar or workaround Within 24 lean of notllkatianofsuch fafiuretoContractor by City. 2. SwadtY Laval Tie (HWhx Paque or bug In system That results In degradation of Wft signal compel and communication system Aactlon to a madam[* to serious degree under normal or reasonable operating oondftna. Sevatiy Lsvat Two failures ahem include but aro not it ifed to &Wee or savers dagradatlon of oaoKWUMon between Wenoctions, communication bebvssn the central system at City Hall and the f W etaments. and the abNy to upload and download data to the abMW demonstrated as part of the ATP. In to event of a Seedy LwW IWO fribme, Contractor shall respondwith a..wntten plan of action to address Cha UWM within flus (5) bass drys of aotRlodbnby�tb. ContractorWWlp a fA or solution 0 7. U C for any Level Two failure within no later than forty-five (45) calendar days of notification of failure by City. 3. Severity Level Three (Moderate to Low): Failure or bug In system that creates aesthetic or user preference Isauss. unrelated to the opereWn of the aystam. Severity Level Thee Issues abed be addre56ad through regular system Upgrade releases on an as -needed basis. RESPONSIBLLITY FOR DAMAGES OR INJURY 7.1 qty and an officers, employees and representatives thereof shall riot 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 7A or death of any person as a result of Contredor's perfomwnce of the services required hereunder, or for damage to property from any cause arising from the performance of the Project by Contractor, or Its subcanconbactors, or Its workers, or anyone employed by either of them. 7.2 Contractor shad be responsible for any Ilabdhy imposed by law and for defects, too or death of any from � or damage to property resulting from any cause arising from Conbactoes work on 7.5 the Project, Or the work of any subcontractor or supplier selected by the Contractor. 7.3 Contractor shad Indemnify, hold hanniess, and defend City, its officers and employs" from and te aga(1) any and all loss, damages, dabllity, dales allegations of suits. costs and any nature whatsoever, InchAing, but not limited tot . bodily Injury, death, Personal Injury, property damage, or any other claims arising from any and all ads or omissions of Contractor, Its employees, agents or aubContracton In the performance of services or work conducted or Wormed Pursuant to fids Agreement; (2) use of improper materials In wort Prforming ofmaterialsand/orect rdde, without wagon, defects In dolma and an asserted by Contra cku s ;uboo�ntradorasorosuppliers on the incurred In d� hg anycludeasuch claim. Conlrectofadall other iiabddy In this Subsection shag be Whited to the maximum amount of its Insurance coverage for claim arising on non�nagtigen and nondntentbnal ads performed under this Agreement. Contractor shag not be held responsible for consequential or spaded damages, or claims made to City for such consequential or spacial damages, Nothing herein shall require Contractor to hdamnfy City from the sole negligence or willful misconduct of Cary, ns oakars or employees. Intelleduel Promrly Indemnav . Contractor shall defend, Indemnify and hold City. Its agents, officers, representatives, employees and City Council, boards and commissions hanness from any proceeding brought against City for any Intentional or unntenional violation of the Intellectual property rights of any third party with respect to equipment and so baare deliverables purchased in this Agreartbnt. This Indensdflratlort shad hrduds, but Is not WrAod to, Inttktgerrwnt of any UrdW SlateYtogers p In plant trademark or copyright bdringemon t, b+dudinD + n Conractots deliverables provided underthis Agreement. The City agrees to keep contidoft an material and dcatdna d0dW relating to ow Software and any rtndifYadbn thersto. to the rodent that such materials are not subject to dAdosure under the 020MIa Public Records Act or Freedom of Irdormagion Act. The diol Will not ataks evadable ordlstdbufs any pmgmm code or descdplion associated Will the loons® System In any form whatsoever to third pwdm wddwut lira prior written approval of Cwtioctor. Contlactot shad perform an Project work In a manner to MWIP W public inoonvandanoe end possible hazard, to restoro Other wont areas to theft odglnW condition and former useh+aap as anon as PWsib* and to ttratPol public and private property. Contractor shall pubm work W sPW" N Exhibit A to limit W pacte to traldc during the system lnstadedon W IQd. Contractor shad be liable for eryr Wvaw or public property damaged during the peftmance of the Project We& Contractor, shad provide wine control and access In accordance with Section Mo of the State Standard Specification and dw latest edition of the L;hrk p.oll 7rnrae Cnntmr IirLrMheok (WATCH). u published by Budding News. Ind. If necessary, haft oortrol plans for held work wit be Provldad by qty, or with two weeks prior written notice. by Conbscblr. 'fraffft Wnbol wrvfoss provided by Contsclar shall be 00031CINWId EA* Wbd� ar'd will los biped to the city separately from mondJy progress paymer". At taw request of the qty, the Contractor shed submit to ger Engem' a baft control lan for each stoat and sId&Wak wtw the project area. pThe Contractor lan and delour pshall be responsible for proassug and obtaining approval of a tragi¢ control plan from tin Clth TYag a Engineer. The Contactor than adhere to the condfons; of tits haft corruol Wan. Traffic prepared. CH Engineer or Eng ast! by #0 CRY Taft Eeoh ace. and conform to the preVlflOns of ger Traffic control and detours shall at a minimum msec the %W49 requirements: A. Eawtgen y vehl*soo a shWl be meWakwd at aR UWA . a. The locations and wordings of all barricades, signor, dallneatom lights. wamirg devices, Pwfdng reiMditM, and any Oiler required details than ensure thst'an pedeshlant and vehicular traffic will he handled In a safe manner with a rtMmum of IrcOnvenience to the public. C. Ah advanced warning sign watahatons shah be refiectorized and/or lighted. Tramp signal system shutdown or planned 'Md flash' shah be limited to 4 tour periods bstween the hours of M AM and SAO PM on weekdays (Monday through Thr WW), except as authortzed by the Engineer. 'STOP AHEAD' and'STOP' signs shah be hunishad by the contractor and shah confomn to the pnoviabos in Section 12-8.00, 'CwAnwhon Area S e of ft State Shap not Standard SpedRead= except that the base material for the plywood. signs MaTOP' signs shah be pdtf laceor each direction of tm {,ocatbns of the signs sha/ be per the WATCH nanual. TA Nothing In INS section shall be con sbued as atthetillg any award of atomeys fees In any OWM to slots the terms of this AgmomanL except to the aMart podded In Section 7.9 above. 7.7 The rights and obapad" set brth'in this Section shall survbe the temdnatipn of tdsApreanent INDSPENDENT CONTRACTOR CRY has retained Contractor as an independent contractor and neither Contractor nor Its employees, nor any of its subconaactons, are to be considered employees of the City, The manner and means of conducting the wort are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the eXpress terms of Otis Agreamant. No civil service status Or Whe right of empbyrnent shelf accrue to Contractor or lis amployeas. COOPERATION Contractor agrees to wort Closely and Cooperate fully with Citys designated Project AdWrl3Vetor and any Other agencies that may have Jurisdiction or interest In the wo*.tq be performed. Cit' agrees to cooperate wlti the Contractor on that Project 10. INSURANCE Without Wiling Contractors indemnification of City, and prior to mmmencament Of work Contractor shall obtain, provide and =I taln at Its own expense during the term of this Agreament, a poppy or policies of liability Insurance of the typo and arnounts described below and In a omr satisfactory to COy. A. �. Contractor shah provide cartOcatos of I nsurance vA ordinal endorsements to qty as evkdenoe of the Insurance coverage required herein. insurance certificates must be approved by 9 n U CI's Rink Manager odor o ceraff"MO t of peltamenca or kauenre of any pennit or peromtanoe of any wctk. Current cortlili of insurance chap be kept on fUa_whh City at all tlm a during the term oftds Agreement B. ,S(goaA person auth feed by the Insurer to tdnd COVDIVe on Its behWal all sign certlpoation of all required policies. a A04ugWit All Insurance policies shall be Issued by an knurance company currently atdhorfted by the Insivancs ComirdWo'ner to transact buskwse of insutanos N #* SbAs of Capfomla, vAth an assigned policyholders' Rating of A (or higher) and Financial Size Calagmedffion Of B K Key Claw iG Weor iunless oCt aPDrenrad by OIn accordance vft Ow ma CW. Rlak. Manager. acrd and Employers U@W Inswwm N accordance with of the State of Cwwmk for as of the suboonOadofs a. Any notice of caticallatlon or =www al of all leW i�days (10 calendar dsys �nodw City M neer► Dlpr mum)ptbrtosudidtarpa. ThelneuershaOsgres ah rights of subtoodon against City, to ofOcsas, nonts, a and volunteers for bsm adit from work pardcnnsd O J^bJg(y Coverage. Cpndrmak" Wn or shell mak" WWVtilion doOars (52M000 Wms occuice for be* duty, pe In an wrount not less t1w twsonnall Injury, and proda nags, Including *11 out Omtall=4 contractual lialft comnnsrreW general BWft Insurma or other form Y tt a general aggrrWte link In used, *Mw the genera! under�t b AgresmsrMail shall K w dw gnigate tacit *4 bsapeattely to to work to be � IepsttvAcstha sagtdrad oocarena WNf. lO. • Autom,bke Ilahaffia Cmrereom COMMO r shag maintain automobile Insurenhca covering W* Wary and property damaoo for all activities of the Conbacior arbing out oforlin coronation with work to be pwkmwd under this Agrvenwrit. Umktdkg aovarags for any ovawd, h1lad, now wrad or rantad VNdcles. In an amount not Is" than one million dollars ($1,000,000) combined single Omit for each Oocur ar" 44 0 0 til. Excess I lability Coversoo. Contractor shall maintain Insurance covering excess wity In the amount of nine million dollars ($8,000,000) for all attvfdes of the Connector arising out of or In connection YM work to be performed under this Agreement. E. :fQlSafQliDiS• Each general liability and automobile liability Insurance pony shat be endorsed with the following speolgo language: L The City. Its slatted or appotrded officers, officials, employees - agents and volunteers are to be covered w additional insureds with respect to Willy adahV out of work performed by or on behalf of the Contractor. II. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, offbfeIs, employees, agora and volunteers as respects to all claims, bases, or liability arising directly or Indirectly from the Contractor's OPeratIOM Or s*Nkas provided to City. any ured reeWr&n C have, Insurance e,sshalllbe considered � includ"Wawa tmurante Orly and not contributory with the Insurance provided hereunder. IIs This insurance shag ad for each insured and additional insured as though a separate poticy had been writen for each, except with reaped to the limas of ikbtity of the insuring company. Iv, The Insurer waivea all rights of subrogation against City, Its elected w appointed officers, OWA95, employees, agents and voluntoers. Y. Arry failure to comply with repoNng Orovleons of the prides shall not affect coverage provided to Cly, Is elected or appointed officers, offldals, employees, agora or volunteers. N. The Insurance provided by this policy Mail not be suspended, voided, canceled, or reduced In coverage or In limits, by ether Party except after thirty (30) calendar days (10 calendar days written notice of non-payment of premium) written notice has been received by Cly. F. KIK NcBce or Ga7ms. Contractor Shall give City prompt and timely notice of claim made or suit Insittuhed arising out of of resulting from Contactors perfomerwe under this Contract. O. Addfdenar Insurance. Contactor shat also prowre W matrhtaln, at Its own coat and expense, arty additional kinds of insurance, which in is own )udgmert may be necessary for Us proper protection and pmeculbn of the work 11. BONDING 1f Contractor shall obtain, provide and maintain at b own expense during the toms of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth In this Agreement W In the form attached hereto as £ 01t B which Is Inoorporated herein by ifs reference: and a FaMM Pent a rium Bond In the amount of one hundred percmrt (100%) Wine total amount to be paid Contactor as set forth In ft Agrearnm t In the form adodad hereto all EffiM C which Is Incorporated herein by this reference. The Labor and Materiels Payment Bond and Fatldut Parfomwm Bond shall be Issued by an bnumnbe organization or surety (1) curer* autarrtted by the Insurance Commissioner to transact business of Insurer" In the ewe of California, (2) listed as an acceptable am* In the latest ravism of the Fedora) Register Circular 570, and (3) assigned a Poikyholders' Raft A (or higher) and Financial Stm Category Claw VU (or larger) In accordance with the latest edboin of Reefs '"vRating Ofift The Contactor shat deliver, coaaulenty, with axw*n of tis Agreement, lire Labor and Materiels Payment Bond and Faithhd Pgfarmance Bond, a cerUlbd copy of the TAN Atte of AwhoW of the Insurer or Surety Issued by the Insurance Commissioner, which aut cruet the insurer or Surely to tran"d surely Insurance In the Sate of Callfomim 12. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code Of Um Snide of CR9fomle4 rot low than the general prevailing rete of perdlem wepw IndudFVg legal holiday* MW overtime work for each eat or type of workmen needed to execute to work contemplated -under the Agreement shah be paid to at wPibnsn employed on the work to be done scaadbg to the Agneament by the Contractor and any subcontractor. M accordance with to Caphrda Labor Code (Sections 1770 at seq.1 the Motor of irdusesi Relations hes aswrtaNW to ganstal pmvat4p 'res of per dem wages In the boft in which the Mack is to be par(wmed foreacdh crefk csasUkaton, or type of workman or nodsnlo needed to execs the AgreemaN. A copy of saki determination Is awl" by calling to PMORIng wage tonne klumber (415) 703.4774, aid requesting." from the Department of Industrial Restlam. The Contractor Is required to obtain the wayrdasmi atlons from the Deparlmsnt of Industrial Relations W port at the job ate the p velli g rate or per dem wages. it shag be to oblation of the Contador or any . suboontactor under hh0w to comply with all Stab of Calfdrtds Mor lawns. nrlas and regulations and the parties agree that to City shall not -to gable for any violation takoof. i3. SUSCONMCMNG City and Contractor agree that wAxw4 ectors may be used to complete the wok outlined In the Scope of Services provided the Contracor obtaUra Cty oppm al In writing Prior to the subcontractor prof raft any wok Contractor whan be ntresponsibleCc shall create and amiallow of the subcontractors. 140aft Inttson} contracual kestonshlp between City and subcontractor not shat it treats any obligation on the port of Coy to pry orto acs 12 k) ;-1) to the payment of any monies due to any such subcontractor other then as otherwise required by law. 14. WITHHOLDING$ City may wM t W 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 facture to pay according to rite terms of this Contract Contractor !heti not dlsconVmw work as a result of such withholding. Contractor shall have an Irmnedlata right to appeal to the City Manager or Maher designee with respect to such disputed sums. Contractor shalt be entitled to receive Interest on any withheld sums at the rate of return that City earned on its Investments during the Unca period, from the data of wathholdig of any amounts found to have been Improperly withheld. 15. CONFLICTS OF INTEREST The Contractor or Its employees may be subJect to the provisions of the Cafforrda Political Reform Ad of 1974 (the 'AcC), which (1) requires such persona to disclose any financial interest that may foreseeably be matedagy affected by the wodt performed under Shit Contract, and (2) prohibits such persons from maWv, or participating In making, decisions that wig foresseably financially affect such inteest If subject to the Act, Contractor shag conform to all requirements of the Act. Faawe to do so consdtutes a material breach and is grounds for imcnedlate termination of thls Contract by City. Contractor shag Indemnify and hold hamdess Cay for any and as claims for damages resulting from Contractor's violation of this Section. 16. NOTICES Aa notices, demand% requests or approvals to be given under the term of this Agreement shag be gWw In writing, to City by C•omactor and conclusively shag be deemed served when delivered personalty, or on the third business day after the deposit thereof in the United Was mall, postage prepaid, Brst-olaea mall, addressed as herebtaRer provided. Ali notices, demands, requests or approvals from Cortrseor to CRY shag be addressed to City at Attn: Antony Brio Public Works Department City of Newport Seach 3300 Newport Blvd. Newport Beach, CA 92880 Phone: 948844-3329 Feu 048644-3918 All notices, demands, requests or approvals from City to Contractor shag be addressed to.Contractor at Attention: Jason Hann U EiorWita Control Products, Inc. 3360 E. La PaBw Ave. AnsheGn. CA 9288 Phone: (719) 471.9888 eA 380 Fare (719)471.9083 IT., TERMINATION Teggigin (pn With Cause . In the event that ai8rer party fags or refwas to Parton any of the provtelons of Me Agreement at 9w tions and in the manner squired, that party shag be deemed in debug in the parfort "mos of this Agreement If such deteult is rot curad within a perlod.Of be (ti) wlerdardays, or if MON than five burg party, fcalendar alls to give ac he am WasoraW required � of dueto eppert�emrar" fiR and re (ty calendar, days after receipt of written nodca of d6WA spec fybg 90 Datura of such dWauft and the'stops necessary to we suoh default the ron•defaWgng patgr. may tancdnate the Agreemant forthwith by glv4g to the defaWtlrg party written notice thereof. Notwithstanding ft above PFCA&IOns.. CRY shag ha rig trig y aiawle dlsoradon and without muse, of tsmdnatinp this Contractor. at s� me by event of tannWtloseven n�u thkcalend 3a� ant, GlywMennotice 10 shall pay Contractor for services saosfador ly p alomtad and costs Insured in to performance of such services up to Ate effedNe dated tamitnatlon for which Contractor has not previously been paid. M the event of termination under Nls Section, Cay shall also pay Contractor for ell software. hardware. and equipment delivered to City age underthle Agreement fret qty deems usable. 18. COMPUANCEWITH ALL LAWS Contractor shell at He own Dost and 9"nse rmrrsrly with sit statutes, odlnermuh regulations me Including tederal.state. or enaa to 19. WAIVER A waiter by City of any tefrr, owerrnt or condition N tha Agreement shag not be deemed o be • waiver of any subsegtred breach of the cams or any other term, covenant orcondrdom 20. INTEGRATED AGREEMENT This AUMMM represents the fug and complete taderawmi9p of eve? kind or nature whambever between the PaNes hareo, and all p1e8rNwry neWdaBona and agreements of whatsoever Idnrd or mature are MOMW haroh plc vW" Agreement orlmpllad covenant ahafl beheld to varylba prsvbkw herein. 21. CONFUCTS OR INGONSISTENCIES 13 14 In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or product warranties, Including Software ant Hardware warranties contained In the Scope of Services or delivered to City after exwAlon of this Agreement, the dmfs of this Agreement shah govern. 22. 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. 23. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreamant by Contractor is a representation that Contactor has visited the Project Site, has become familiar with this local conditions under which the work is to be performed, and has taken Into consideration these factors In submitting its Project Proposal and Scope of Work 24. CONTROLLING LAW AND VENUE The laws of the Star of California shall govern fins Agreement and all matters rotating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 25, INTERPRETATION The terms of thls Agreement aha" be construed In accordance with the meanbg of the language used and shag not be construed for or against either party by reason of the suthorehp of the Agreement or any other rade of construction which might c"W" appy. 25. WARRANTY Contractor warrants to City that all software and equipment 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 Contactor In Exhibit A. The wanar4w shag appy only to defects appeadnp within one year from the dad of Final System Acceptance of Project by City for software products, two years from the date of Final System Acceptance by City for hardware products not manufactured by the Contractor, and two years from the date of Final System Acceptance by City for hardware products manufactured by Contractor. If Contractor Instatis the equipment and software, or supplies ddudral directions of Installation by contract the warranty period shall run from the dad of Final System Acceptance by City, provided same is not unreasonably delayed by City. If Contractor -manufactured equipment delivered hereunder does not meet the above warranty, and If City promptly notifies Contractor In writing, Contractor shag thereupon comact any dared, Including non-conformance with the specifications, either (at Its option) by repairing any defective or damaged pard of the equlpment, or by making avagabie any necessary roptaoement pans, U delivered and Installed without addMonat dugs to City within seven m worktrg days, unless the failure Is of Severity Level One, as defined by Section S.S(B) of this AgreamenL Cay va ratan the detective product to Contractor, at Contactors expense. Contractor shall repair or replace the defective Ram and rowm R to Cly, shippbg wad propald. Contractor shall perform any -necessary diagnostic work, software, hardware and equlpmalt removal, MPatr. repdoamwnt, wrtl9oagon, and Inatagation at no cost to the Ciy during the warranty period, using Contractor's equlprnent If leors® software, or other proprietary soRwere products licensed by Contractor and delivered hwinvdw as avid resolution timesrt of the specified In Sectiodo not meet the n &5(B) of tinct Agmement shag � The foregoing waamany is exclusive and in Bou of all other warranties. whether widen, oral, Implied or statutory. Contractor does not warrent any equipment of other manufacture designated by City. Contractor shag guppy to City in a dmey manner any sof" revisions or. upgrades of the standard !tort® gollwaw modules to erred 'bugs' or deficiencies, which would appear within one (1) year from the dad of Final System Acceptance of the standard kons®traaio management system. 27. MAINTENANCE GYty reserves the right but d not oWbadd to, enter a Malntonanee AWeema+t with Contractor for the System at any tint dung the warenty period. If City provides Coglrador of notice of Intent to enter a Maintenance Agreement upon expiration of contractors one (1) year warranty within thirty (SO) days of the expiration of such warony, City shag have the option to enter a five (5) year Maintenance Agreement with Contractor for maintenance of the System at the cost of $12,600 per yea ("the Mallona ca Fes7. The Maintenance Agreement =hall take effect on the day the software wamnty wow ('Software Wananftr Exptratlon Dad".) If fyy eismisei Id option to enter tit 1Ne*yaar Maintenance Agreement. the an" fee of $12.600 shag be rhe oWn you on or before that years calendar data which corresponds to the day and month of the Solavere Wamonty Expiration Dad. it City does not axardse the option to enter the this yaw Mahteruance Agreement, Contractors techntcai support and service provided beyond the Initial we=* periodic ahafi be subject to appgrable hourly support Tata$ pit .. travel and par diem cost -at time support Is provided. 2A REPRESENTATIONS � coldo technology led In the, products herein does not InhhVe upon a United Sites patent or United States copyright In affix tt as of the Effective Date. Power and a execute, deliver and perform Its oa) agons unde#of It has farthd Agreement; (b) Ell U C> that there are no actions, prooeedtnp or Irvastiplilona, 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 Me rights, duties and obligations of the parties 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 p� r� � or affected by or which may affect the rights, duties and No other Representations. Each party acknowledges and agrees that it Is raging on no representation of the other pony except as expressly set forth heroin. LICENSES The Contractor grants to the qty for exclusive use In the City a fully paid non- exclusive, non- transferable, !eons® software license for (t) Communications server, (t) FlIdApptiostbns server, (1)Terminal servk:es server and workstation computars. The Cammwlcagons Server fi anse covers up to 250 Intersections operating from a single communinatlona server computer (expandable beyond 250 intersections with addfdonal software scenes arhd hardware). The City shall be arrWad to: a. use the licensed programs but only in machine-readable form on licensed computers. b. use the support material auppllod but 0* as required to support the use of the Licensed programs c. make only as many back up copies of the Licensed programs in machine readable form as required to support the use of the Licensed programs on each wmputer. AP back up copies must Include the copyright notice In the odgfnel form as h appears on gra kereed programs. The City may not copy, modify, adopt merge, disassemble, decomplle or distribute the software, its docurnantatlon or create derivative works based upon the software. None of the support material In human readable form Included with the Licensed program may be copied In any way. The qty may print any screen the software will allow, however, no copyright notcae may be removed from the printing, The Licensed programs and support materiel included with this Agreement are eonfiderdW Information that b the properly of the Contractor. The licensed programs, program concepts, or any of the support materials shall not be made available to any other party or organization without taw, wntten consent of the Contractor. _ Tme to all Intellectual properly Nit including patent, trademark, copyright and trade'eecret rights and title to all ownership rights and all copies of and all meds 17 0 bearing the Licensed programs, support materials and program concept shall remakh ads property of the Contractor. 90. CONFIDENTIAL INFORWATION. come or In ��tlw In and thek naWdlveot ampb the land agenda may have -mass to prMte or confidential Infomwtkm owmd orwnbollad by the other party and such Irdienneton may contain proprietary details and dbobstaes. All Womhallon and data identified In wrflNg as propdetery or wnlldendat by ether party ('Confider" M%m*hon) and so supgrad by tits othw patty or he employees or agenda under this Aoteanwnt or in contemplation # we& slat be ohm pro~ and other confidential infomuhon) to keep, and hew Be employees and agents keep, any and sit Confidential infknnaton oonlldardW, and shall not copy. or pubIM or disclose it to others. nor auUwrt ne Its employeas, agents or anyone else to copy or dhdose it to otters, without the dbclaeing partys written approW; nor shall the recipient make use of the Confidential Information except for Vo purposes of exam" Its obtpatlona . hereunder, and (exwpt as provided for herein) shah return Ota Confidential Information and data to the first party at Its request The Ctys duty to mintaln con0danhalUy as described hereunder shall be subject to the lawn of the State of data The mess oga�nsMW kknnowwmconditions �to tide atretic by pply to publication or by any means otter than a broach of duty on the paRof Rhe redpbrd hetautder, As Information prevlousty known to the reclOwlt Is Womtallon Independently developed by or for the redpdent or Is Womrallw generally released by the owning party without restriction. Riaht to imunMrvw RelW. Because of the unique nature of the Cordlder" tnfonnetton. the parties agree that each party may sugar Irreparable him In the event that the other gerty falls to comply with any of Its ob0gatons under fhb Article. and thpt.monetary.damages may be Inadequate to compensate sWW party for such breach. A=Wbvly, the parties agree that either part' alit, In adds loo to any othpr ramedbs aw0abls to It at low or in squtty, be entitled m aesk lnjun*4*rWWto wgb" dw lemur of ills Amnio. Si. - SOFTWARE UPDATEIkAND ENHANCEMENTS Soflwora onhancemonw or now features added to icons through new system development for othw agendas, oras part of the CorWatlofs ongokg resssuc h and development shop be offered to the qty at a thud, quoted pries. The oMr shat remain fin forgo days fiom On data of the offer. 32. ASSIGNMENT u This Agreertaent shall rot be assigned by arty party, or any party substituted, vABrout prior wrfflen Consent of the qty and the Contraclor. 33. COUNTERPARTS This Agreement may be executed N any number of counterparts, each of wNch shad be deemed an original and all of which shall constitute one and the same Instrument 34. OTHER MATTERS . . In the event any of the provisions of this Agreement she% for any reason, be held -void or unarderceabla, the remakft provisions stmt( remain in full effect and :tree control. 1m®M. Any provisions of ails Agreement prohibited. by the law of any state shad, as to said surte, be ineffective to the erdant of such prohibition without InvalidefNp the remaining pr * Ms of this Agreement Except as otherwise provided in this Agreement no provision of Agreement to Intended, nor shall be Interpreted, to provide or coats any Oft party beneficiary dghta or any other rights of any Wd In any affiliate or subsidiary, and all provisions hereof Shen be personal 01. solely between Qts parties hereto. Headl Aft and Seabn headings are lacUed solely for corweNance, are rot to be cwAi3red a part of #6 Agreement nor are they Intended to be full and accurate desattiona of the consents thereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be wwouted on Me day and year fret written pbolie. APPROVED AS TO FORM: 0" OF ORT B CH, A IC By: Aarwt C. Harp.Mwerd O.yor ard City Attorney for the qty of Newport Beach for the qty of Newport Beach .e ATTEST: City Clark TWa aenlot Vioa President By: Niulia: Bf&nA%M Title: AssistwitSecratety Attachments:4tfdbit A-Soope of Services Eddblt S—System Aomptaroe TOM Plan MMM C 1 Labor and Materials Psyrroat Bond E)ddblt 0 - FailhfW Perfonpsti :efioM B By: LaVonne Harldess, . 1920 .. F CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 9 June 23, 2009 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Brad Sommers 949-644-3326 or bsommers@city.newport-beach.ca.us SUBJECT: Traffic Signal Modernization Project - Approval of Amendment 1 to the Purchase Contract with Econolite Control Products, Inc. RECOMMENDATION: Approve Amendment No. 1 to the Phase 1 Purchase Contract with Econolite Control Products, Inc. of Anaheim, California, for purchase and installation of advanced traffic signal management equipment for Phases 2 and 3 of the Traffic Signal Modernization Project, at a not to exceed price of $307,337.70 and authorize the Mayor and City Clerk to execute the Agreement. DISCUSSION: On March 23, 2008, the City entered into an agreement with Econolite, Inc. to provide equipment, services, and Econolite Icons Traffic Management Software as part of the first phase of the Traffic Signal Modernization Project. The project included procurement and installation of an Econolite Icons Traffic Management System, computer equipment, Econolite traffic signal control equipment, Ethernet communication equipment and Closed Circuit Television (CCTV) equipment. During the initial design of the Citywide Traffic Signal Moderization project, staff completed a selection process to determine the best qualified vendor for the traffic signal controller hardware and software. Staff interviewed each vendor and completed an extensive evaluation of the products and services of seven different manufacturers and suppliers of traffic control equipment. Staff reviewed each firm's qualifications, past experience on similar projects, and availability before selecting Econolite as the best qualified firm to provide the hardware and software for our City-wide Traffic Signal Modernization project. Upon selection, staff negotiated with Econolite to provide the necessary equipment and services for our Phase One project for a fee of $584,610. Phase One is now complete and we are now proceeding to construct Phases Two and Phase Three. Traffic Signal Modernization— Approval of Amendment 1 Purchase Contract with Econolite Control Products, Inc. June 23, 2009 Page 2 Phases Two and Three have been combined to expedite construction. These Phases include installation of fiber optic communications, 13 CCN cameras, and new traffic signal control equipment at 27 existing signalized intersections along the Jamboree Road Corridor (Phase 2) and within the Airport Area (Phase 2). Econolite, Inc. has prepared a proposal to provide advanced traffic management equipment and installation necessary to upgrade the traffic signals to be compatible with the recently -completed Traffic Management Center and Econolite Icons Traffic Management Software. The Econolite Proposal has provisions for the following: 1. Furnish 29 Econolite ASC/3 Advanced Traffic Signal Controllers (includes two spare controllers); 2. Furnish Econolite Traffic Signal Management Equipment; 3. Furnish six Traffic Signal Control Cabinets for intersection requiring replacement; 4. Provide installation and modification labor for provided Econolite Equipment; 5. Provide support to City Staff for the integration of the modernized intersections; 6. Provide an additional five CCTV licenses for the Icons Traffic Management Software. The Econolite Icons traffic management system requires Econolite traffic signal control equipment, such as the Econolite ASC/3 traffic signal controllers, to operate efficiently and access the system's utilities. As Econolite has been selected as the vendor for these products, staff will continue to purchase equipment directly from Econolite to buildout and maintain the system. On April 14, 2009 the City entered into a contract with CT&F, Inc. to construct the fiber optic infrastructure for the project. A second contract, the contract amendment with Econolite, Inc., will furnish and install traffic signal control equipment. A final purchase contract will procure Ethernet communication equipment. A vendor for this service has not yet been chosen. Environmental Review: Categorically Exempt under Chapter 3, Article 19, Section 15301, Class 1 (c) of the Title 14 California Code of Regulations. This exemption covers maintenance, repair, and upgrades of existing traffic signal facilities. Traffic Signal Modernization — Approval of Amendment 1 Purchase Contract with Econol@e Control Products, Inc. June 23, 2009 Page 3 Funding Availability: There are sufficient funds available in the following accounts for the project: Account Description Account Number Amount Measure M Turnback 7281-C3002002 $ 307,337.70 Prepared by: Brad Sommers Senior Civil En neer Attachment: Purchase Contract Total: $ 307,337.70 ECONOLITE CONTROL PRODUCTS, INC. 3360 East La Palma Avenue Anaheim, CA 92806 Tel (714) 630-3700 FAX (714) 630-5120 Proposal Date: May 26, 2009 To: City of Newport Beach Attn: Brad Sommers From: Gina Prohaska Email: gprohaska0econolite.com Re: City of Newport Beach Traffic Signal Modernization Project Phase 2 and 3. Proposal based on field review We are offering the following products at prices and conditions set forth on this form. Item Qty Description Unit Price Extended Price '1 `Option: Icons System Integration (1 $9700.00 $9700.00 week of system integration) The standard charge for Integration services is $185 per hour. For the requested quote for up to one week of optional integration support, this would come to $7400. Any travel required would come to a flat fee of $2300 including airfare, food, lodging and ground transportation. Should a remote connection be provided by the City whereby our support team can perform their services from the Colorado Springs office, the travel cost can be eliminated. 24 ASC/3-2100 Controllers with 110VAC, Data $2,380.00 $57,120.00 Key and Ethernet Module Part Number: ASC321010100000 4 ASC13 Programming Manual $42.00 $168.00 ASC13 Operations Manual 6 ASC13RM Controllers with C1 Series, 110 $2,633.00 $15,798.00 VAC, Data Key and Ethernet Module Part Number ASC3RM21110100000 Locations: Jamboree & Bristol Street South Jamboree & Bristol Street North Bristol Street & North Bristol Street & South Bayview Place & Bristol South 17 Field Modification Equipment to existing $2,468.00 $41,956.00 NEMA traffic signal cabinets per City furnished list (As done in Phase 1 of project) to include: MMU, D panel, Connecting cables, Filtered Convenience Outlet, Terminal Block and Telephone Brackets, Ped Isolation boards, Push button switches, Door switch brackets, SDLC cable from ASC/3 to MMU and resistor panel assembly for pedestrian yellows Locations: Jamboree and Island Lagoon Drive Jamboree and Santa Barbara Drive Jamboree and San Joaquin Hills Road Jamboree and Ford Road Jamboree and Bison Avenue Jamboree and University Drive Jamboree and Bayview Way Jamboree and MacArthur Blvd Santa Barbara and San Clemente Drive Bison Avenue and Country Club Bison Avenue and Bayswater MacArthur Blvd and Newport Place MacArthur Blvd and Birch Street Campus Drive and Airport Way Campus Drive and Quail Street Birch Street and Dove Street Bayview Place and Bayview Circle 5A 17 Field Modification Labor for Nema locations $1,600.00 $27,200.00 noted in line item #5 (Work to be accomplished at night) Hourly labor rate $200.00 x 8 hours per location. 6 5 Field Modification Equipment to existing 170 $1454.00 $7270.00 traffic signal cabinets per City furnished list (As done in Phase 1 of project) Furnishing of ancillary traffic signal equipment such as 2010 EDI Monitor, Telephone Block and Bracket, 16 channel Red Monitor kit, Push Button Switch, including Output file as required Locations: Jamboree and Bristol Street South Jamboree and Bristol Street North Birch Street and Bristol Street North Birch Street and Bristol Street South Bristol Street and Bayview Circle 6A 5 Field Modification Labor for 170 locations $1200.00 $6000.00 noted in line item# 6 (Work to be accomplished at night) Hourly labor rate $200.00 x 6 hours per location. 7 1 Jamboree and BackBa Dv rive Type P $19,232.00 $19,232.00 Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built, per City of Newport Beach cabinet specification, minus installation 8 1 Bison Avenue and Camelback Street $18,663.00 $18,663.00 Type P Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 9 1 Birch Street and Quail Street $18,982.00 $18,982.00 Type P Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 10 1 Campus Drive and Bristol Street North Type $21,403.00 $21,403.00 O Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 11 1 Irvine Avenue and Bristol St. South $20,464.00 $20,464.00 Type O Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 12 1 Jamboree and Bawiew Way $18,213.00 $18,213.00 Type P Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation. Standard two channel detectors provided. Detectors with timing not included per plan Grand Total including line optional line $282,169.00 item #1 Tax 8.75%on equipment only $20,936.16 Sub -Total with Tax: $303,105.16 Bond (1.5% flat based on pre-tax Total): $4,232.54 Grand Total: $307,337.70 Taxes: Not Included Gina Prohaska F.O.B.: Anaheim Account Manager Terms: Net 30 Delivery: 4 weeks for ASC/3 Controllers, 6 weeks upon receipt of order for field modifications, 12 weeks for cabinets with two additional weeks for outside test. Valid For: 30 Days Freight: Prepaid AMENDMENT NO. 1 TO CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. FOR PURCHASE, INSTALLATION AND REPAIR SERVICES OF ICONS®ADVANCED TRAFFIC MANAGEMENT SYSTEM FOR TRAFFIC SIGNAL MODERNIZATION PROJECT THIS AMENDMENT NO. 1 TO CONTRACT is made and entered into as of this _ day of June, 2009, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation and Charter City ("City"), and ECONOLITE CONTROL PRODUCTS, INC., whose principal place of business is 3360 E. La Palma Ave., Anaheim, CA 92806, ("Contractor"), and is made with reference to the following: RECITALS 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 entered into Agreement on February 14, 2008 for the purchase and installation of software and equipment for advanced traffic management at 22 intersections within the City ("Agreement"). C. Under the Agreement, the City agreed to pay Contractor an amount not to exceed $584,669.12 to perform Phase One of the Project. D. City desires to perform Phase Two and Three of its Traffic Signal Modernization project which will upgrade traffic signal control equipment at 27 existing signalized intersections, install 13 Closed Circuit Television (CCTV) cameras, and install fiber optic communications along the Jamboree Road Corridor and the Airport Area, connecting the upgraded intersections to the recently -complete Traffic Management Center (TMC) at City Hall. ("Project'). E. City desires to enter into this "AMENDMENT NO. 1" to reflect additional services and equipment required for City to complete Phase Two and Three of the Traffic Signal Modernization project ("Project"). F. City and Contractor have not entered into any separate amendments to the Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall extend to June 30, 2010 unless terminated earlier as set forth herein. 2. SCOPE OF WORK Consultant shall diligently deliver all equipment and perform all the services described in the Agreement and the Scope of Services attached hereto as Exhibit A. 3. COMPENSATION As full compensation due Consultant for all equipment purchased and services performed pursuant to this "Amendment No. 1," and the scope of services/ billing rates attached hereto as Exhibit A, including all reimbursable items and subconsultant fees, shall be Three Hundred Seven Thousand Dollars Three Hundred Thirty Seven and 70/100 ($307,337.70)). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. The City shall make progress payments as the Project work proceeds based on the percentage of Project work completed. City shall pay Contractor no later than thirty (30) days after approval of the monthly invoice by City staff. Notwithstanding any other provision of this Agreement, when payments made by City equal 90% of the maximum amount provided for in this Agreement, no further payments shall be made until City has accepted the final work under this Agreement. 4. BONDING Contractor shall obtain, provide and maintain at its own expense during the term of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and in the form attached hereto as Exhibit B which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement in the form attached hereto as Exhibit C which is incorporated herein by this reference. The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. The Contractor shall deliver, concurrently with execution of this Agreement, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the 2 Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. 5. NOTICES 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, requires or approval from Contractor to City shall be addressed to City at: Attn: Brad Sommers Public Works Department City of Newport Beach 3300 Newport Blvd. P.O. Box 1768 Newport Beach, CA 92658-8915 Ph: (949) 644-3326 Fax: (949) 644-3318 bsommersCilcitv.newoort-beach ca us All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Roy Howard Econolite Control Products, Inc. 3360 E. La Palma Ave. Anaheim, CA 92806 Ph: (719) 471-9866 ext. 352 Fax: (719) 471-9063 Rhoward(@econolite.com 6. OTHER MATTERS Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect, Agreement is attached hereto as Exhibit D. 3 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By: Ane e h mp Assistant Cit ttorney ATTEST: Leilani Brown, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation Edward D. Selich, Mayor ECONOLITE CONTROL PRODUCTS, INC. By: Name: Jeff P. Spinazze Title: Senior Vice President Name: Brian Martin Title: Assistant Secretary Attachments: Exhibit A—Scope of Services/ Billing Rates Exhibit B— Labor and Materials Payment Bond Exhibit C— Faithful Performance Bond Exhibit D-- Original Agreement I ECONOLITE CONTROL PRODUCTS, INC. 3360 East La Palma Avenue Anaheim, CA 92606 Tel (714) 630-3700 FAX (714) 630-5120 Proposal Date: May 26, 2009 To: City of Newport Beach Attn: Brad Sommers From: Gina Prohaska Email: pprohaska0econolite.com Re: City of Newport Beach Traffic Signal Modernization Project Phase 2 and 3. Proposal based on field review We are offering the following products at prices and conditions set forth on this form. Item Ofty Description Pnit Price Extended Price `i Option: Icons System Integration (1 $9700.00 $9700.00 week of system integration) The standard charge for integration services Is $185 per hour. For the requested quote for up to one week of optional integration support, this would come to $7400. Any travel required would come to a flat fee of $2300 Including airfare, food, lodging and ground transportation. Should a remote connection be provided by the City whereby our support team can perform their services from the Colorado Springs office, the travel cost can be eliminated. 2 24 ASC/3-2100 Controllers with 110VAC, Data $2,380.00 $57,120.00 Key and Ethernet Module Part Number: ASC321010100000 3 4 ASC/3 Programming Manual $42.00 $168.00 ASC/3 Operations Manual 4 6 ASC/3RM Controllers with C1 Series, 110 $2,633.00 $15,798.00 VAC, Data Key and Ethernet Module Part Number ASC3RM21110100000 Locations: Jamboree & Bristol Street South Jamboree & Bristol Street North Bristol Street & North Bristol Street & South Bayview Place & Bristol South 5 17 Field Modification Equipment to existing $2,468.00 $41,956.00 NEMA traffic signal cabinets per City furnished list (As done in Phase i of project) to include: MMU, D panel, Connecting cables, Filtered Convenience Outlet, Terminal Block and Telephone Brackets, Ped Isolation boards, Push button switches, Door switch brackets, SDLC cable from ASC/3 to MMU and resistor panel assembly for pedestrian yellows Locations: Jamboree and Island Lagoon Drive Jamboree and Santa Barbara Drive Jamboree and San Joaquin Hills Road Jamboree and Ford Road Jamboree and Bison Avenue Jamboree and University Drive Jamboree and Bayview Way Jamboree and MacArthur Blvd Santa Barbara and San Clemente Drive Bison Avenue and Country Club Bison Avenue and Bayswater MacArthur Blvd and Newport Place MacArthur Blvd and Birch Street Campus Drive and Airport Way Campus Drive and Quail Street Birch Street and Dove Street Bayview Place and Bayview Circle 5A 17 Field Modification Labor for Nema locations noted in line item #5 (Work to be accomplished at night) Hourly labor rate $200.00 x 8 hours per location. 6 5 Field Modification Equipment to existing 170 traffic signal cabinets per City furnished list (As done in Phase 1 of project) Furnishing of ancillary traffic signal equipment such as 2010 EDI Monitor, Telephone Block and Bracket, 16 channel Red Monitor kit, Push Button Switch, including Output file as required Locations: Jamboree and Bristol Street South Jamboree and Bristol Street North Birch Street and Bristol Street North Birch Street and Bristol Street South Bristol Street and Bayview Circle 6A 5 Field Modification Labor for 170 locations noted in line item# 6 (Work to be accomplished at night) Hourly labor rate $200.00 x 6 hours per location. 7 1 Jamboree and BackBav Drive Type P Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation $1,600.00 $1454.00 $1200.00 $19,232.00 $27,200.00 $7270.00 $6000.00 $19,232.00 8 1 Bison Avenue and Camelback Street $18,663.00 $18,663.00 Type P Cabinet minus ASG/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 9 1 Birch Street and Quail Street $18,982.00 $18,982.00 Type P Cabinet minus ASCI3 Contro44er as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 10 1 Campus Drive and Bristol Street North Type $21,403.00 $21,403.00 O Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 11 1 Irvine Avenue and Bristol St. South $20,464.00 $20,464.00 Type O Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation 12 1 Jamboree and Bawiew Wav $18,213.00 $18,213.00 Type P Cabinet minus ASC/3 Controller as shown in line item #2. Cabinet built per City of Newport Beach cabinet specification, minus installation. Standard two channel detectors provided. Detectors with timing not included per plan Grand Total Including line optional line $282,169.00 item #1 Tax 8.75% on equipment only $20,936.16 Sub -Total with Tax: $303,105.16 Bond (1.5% flat based on pre-tax Total): $4.232.54 Grand Total: $307,337.70 Taxes: Not Included Gina Prohaska F.O.B.: Anaheim Account Manager Terms: Net 30 Delivery: 4 weeks for ASC/3 Controllers, 6 weeks upon receipt of order for field modifications, 12 weeks for cabinets with two additional weeks for outside test. Valid For: 30 Days Freight: Prepaid EXHIBIT B CITY OF NEWPORT BEACH BOND NO. LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to ECONOLITE CONTROL PRODUCTS, INC., hereinafter designated as the "Principal," a contract for the , located at in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held firmly bound unto the City of Newport Beach, in the sum of ($ ) lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorney's fee, to be fixed by the Court as required by the provisions of Section 3250 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3181 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 3247 et. seq. of the Civil Code of the State of California. And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the day of 2009. Name of Contractor (Principal) Authorized Signature/Title Name of Surety Address of Surety Telephone Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED 2 EXHIBIT C CITY OF NEWPORT BEACH BOND NO. FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ being at the rate of $ price. thousand of the Contract WHEREAS, the City of Newport Beach, State of California, has awarded to ECONOLITE CONTROL PRODUCTS, INC., hereinafter designated as the "Principal," a contract for the , located at in the City of Newport Beach, in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and 'duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety"), are held and firmly bound unto the City of Newport Beach, in the sum of ($ ) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Contract, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by the City, only in the event the City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Contract or to the work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by the City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the day of 2009. Name of Contractor (Principal) Name of Surety Address of Surety Telephone Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED I'll l C-3�f54 CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. FOR PURCHASE, INSTALLATION, MAfNTENANCE AND REPAIR SERVICES OF!cons® ADVANCED TRAFRC MANAGEMENT SYSTEM th THIS CONTRACT Is made and entered Into as of this kday of Febroery, 2008, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation and Charter City (CIty"), and ECONOLITE CONTROL PRODUCTS, INC. a Ceffomfa corporation whose principal place of business Is 3360 E. La Palms Ave., Anaheim. CA 82808, ('Contractor"), and Is made with reference to the following: RECITALS 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. S, City Is planning to perform Phase One of its Traffic Signal Modernization project ("Project'), which will provide advanced traffic management at 22 Intersections within the City. C. City desires to purchase necessary software and equipment from Contractor, to engage Contractor to Install all necessary equipment and software, to provide advanced traffic management at 22 Intersections within the City, and to configure thst system to provide automating capability for up to 150 Intersections at a later date. City also wishes to engage Contractor to provide training to City staff who wig be Involved in operation of the icons® Advanced Traffic Management System. (All such software and equipment purchases, installation, and training shall be hereinafter referred to as "Project'). Contractor has agreed to Perform the Project over a 120 day period, commencing upon receiving Notice to Proceed. D. The !cons® Advanced Traffic Management System shall provide coordination and enhanced operation at 22 traffic signals for Phase One of the Traffic Signal Modernization Project and which Is tapable of being expanded to tnft signals throughout the City In future project phases N agreed to by City and Contactor. Additionally, the, foonslP Advanced Traffic Management System will provide advanced traffic signal observation and response from City Hag through an interface with closed circuit television cameras (CCTV) and direct communication with Individual Intersections, creating oentragted control for the connectsd intersections as needed from the Treffio Division of the City's Public Worirs Department _ 0 Q F. Contractor to a manufaoturer and Supplier of traffic control equipment, advanced traffic management systems and traffic controller firmware. 0. Contractor, alone and in partnership with others, has developed proprietary software systems, Including the communication and control system registered as •/eons.' NOW, THEREFORE, B Is mutually agreed by and between the undersigned parties as followa: 1. SCOPE OF WORK Contractor shall provide all tangible iteme and perform all the sarvtces described In the Scope of Work attached hereto as Exhibit A and Incorporated herein by this reference.. As a material Inducement, to the City entering We this Agreement. Contractor represents and warrants that Contractor is a provider W first class work and services and Contractor is experienced in, perfomdng the we* and services contemplated herein and, In light of such stetus and experience, Contractor revenants that H shag follow the highest professional standards In performing rhe wwk and services required hereunder and that all materials will be of good quality. For purposes of fhis Agreement, the phrase •hlghest professional standards• shag mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. ' Contractor shall perforin everything required to be performed, and stall provide . and famish ail the labor, materials, necessary tools, expendable equipment and an udll y and transportation services neaesaaryforthe Project In consideration of the payment of the Purchase Price and subject to an the tense and conditions hereof, Contractor shall: (a) Sell to City, and Instati, the software, hardware, devices, conneedonb and .equipment (herelnattar referred to as 'the as chedelisted and set forth In the Scope of Work d hereto Schedule A and incorporated in fug by Us reference. (b) Supply to City under license the'software components of the !cons® system, described In detail In Schedule A Including any necessary licensed software products and related materials. (0) operate the to S nchro® Iand nterface Module ff 90 software N hardware to (d) Provide the tasting and training serrtcee as setfarth In Elthtbk A. . E. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by the City for the Project, is farr far 2. TIME OF PERFORMANCE with all conditions relevant to the performance of services and has committed to perform all work required for the price specified In this Agreement. Time Is of the essence in the performarxe of services under this Agreement and Contractor shall complete the Project Installation, implementation and 0 acceptance testing within the time set forth In Exhibit A. The failure by equipment to the City, and/or movement of the hardware to the prepared are Contractor to most this schedule may result In termination of this Agreement by within the City. Contractor shall also be responsible for removal of all debris City as outlined In Section 16. and pacidng materials from the City are mrAng aom the (WAILation of the 2.1 Force Melaur equipment, hardware and software. B. Contractor shag provide City with a minimum 14 days notice of Its dates of The time parlod(s) specified in Exhibit A for performance of services rendered Installation to enable the City to prepare the Installation sites for the Hardware pursuant to this Agreement shall be extended because of any delays due to delaysdu In accordance wb the InaVUUlons of Contractor. The City shat/ complete she unforeseeable causes beyond the control and without the fault or negligence of Preparation prior to /lie date of of the hardware, and the ars shall Contractor, Including but not restricted to ads of Gad or of the public enemy, Inspection and approval Ai meta and available for Ineshelf unusually severe weather, tires, earthquakes, floods, epidemics, quarantine to to Contractor related the arta shelf b the cote expense of qty. Contractor related restrictions, riots, strikes, freight embargoes, were, and/or ads of any provide staff for complete on.elte framing of City personnel as set forth In i r complete a ra governmental agency, Including the City, If Contractor shall within tan (10) days Exhibit of the commencement of such delay ratify City in writing of the cause of the delay. delay. Cry shall ascertain the fads and extent of delay, and extend the time for G. Payments shag be made in accordance with this Section and the schedule performing the services for the period of the enforced delay when and If in the set forth In ExhdbftA. Judgment of the City such delay Is jusUtied. CIQ/s determination shall be Mal and conclusive upon the parties to No Agreement. In no event shall Contractor D. Extra Work . Contractor shop not receive any compensation for Exbe Work be entitled to recover damages against City for any delay In performance of this without the prior written authorization of the qty. As used herein,'E!dra WOW Agreemen4 however caused. Contractor's sole remedy being extension of the means any work that Is determined by the qty to be necessary for the proper Agreement pursuant to this Section. completion of the Project but which Is not included In the Purchase Price u 2 2 1= In Exhibit A, and which patties did not reasonably anticipate would be necessary. Compensation for any authorked Exb`a Work shag be paid in necessary. Unless eMlar terminated In acowdafae with Section 17 of this Agreement, this accordance with the hourly rates act forth In Wbft A Agrooment shall continue In full tone and effect urdll completion of the services 4., • agreed to herein. ,ADMINISTRATION S. COMPENSATION. This Agreement will be administered by the Public Works Department Anthony . Brine shall be the Project Adminlatretor and shall have the authority to act for As full compensation for the performance ars completion of the Project as City under this Agreement, required by the Scope of Work, City shag pay to Contractor and Contractor accepts S. TYPE AND INSTALLATION OF MAIIERIALSISTANDARD OF CARE es the full Purchase PAC: the aura of Fiva Hundred Etahiy-Four Thousand. Six Hundred Slxtv-Ninq Dollars and 12H00 (9564.869.121. Contractor snail not 5.1 Contractor shall use only the standard materiels described In Exhibit A In receive any additional compensation unless approved in advance by the City In performing sdescribed under this Agreement Arty deviation from She writing. The City shall make monthly progress payments for labor as the Project materials ed In Exhibit A shag not be installed unless approved N work proceeds based on the fee schedule set forth in Exhibit A Payment for advance by the City Project AdmlMauamr. by software, hardware and equipment stall become due upon shipment a and receipt of such software, hardware and equipment to City. City shall pay 5.2 All of the services shag be performed by Contractor or under Contradoes Contractor ninety percent (90%) of each approved Invoice amount no later than supervision. Contractor represents that It possesses this personnel thirty (30) days after approval of on Invoice by City staff. The remaining ten required to perform the services required by this Agreement. and that it percent (10%) of each approved Invoice shag be paid by City upon Final System Will perform all services In a manner commensurate with Communriy Acceptance, as defined In Subsection 6.1 of this Agreement prolesslonal standards. All services chap be performed by qualified and A.. All shipping and Insurance costs to and from the Installation sites are I experienced personnel who are rat employed by Cif. car have any contractual relationship with City. Included In the purchaea price of the Project, as listed In Exhibit A All payments to shipping agents and for insurance fees shall be made directly by Contractor and the City shall make no payments to any firm concerning the S. ACCEPTANCE TESTING AND ACCEPTANCE shipment, Installation, and delivery of hardware which Is not a part of this Agreement and for which exact payments are not described. Contractor shag g,t -Final System A&gptanca- shag mean the latest of the dates on which (a) be responsible for all arrengemants for the shipment of software, hardware and a0 phases of the system have been used in Ilya onsite operation; for a 1162 e.9 period of at least seven M continuous days without significant error tonovft successful completion of the seven (T) day System Acceptance Test described below, and (b) at remaining punch list Items have been addressed and completed. Contractor shat follow the System Acceptance Teat Pian (hereinafter 'ATP') developed In consultation with the City containing Acceptance Criteria that satabtshes teat procedures and test cdOeda, for.evaluallng system capabilities, hmctions, and features along with a problem.reporting matrod'for use in the system testing. The ATP is attached hereto as Exhibit B. Upon completion of the Installation of the hardware, Contractor will notily City that such hardware, as described In Exhibit A, has successfully been bstafletl. Hardware shat not be deemed to have been accepted by City until Final System Acceptance. LKAWMI .I.%,.^. 6.5 Once all phases of the pro)ect have commenced simultaneous live operations, a &even (7) day period of acceptance testing for the entre system, Including all Interfaces and dollvaables provided under this Agreement, shall begin. System Acceptance Testing shall occur In a IWe emvkonment. Any significant error of devloWns from the ATP, or the error, deviation or follum of any pan or component of the System not manufactured but provided by Contractor, shall be reported to City, and Contractor shat provide In wptng an action plan for resolution of such error, dwtadon or failure within two (2) working days. The System Acceptance Teat shall be deemed completed upon completion of a continuous swan (7) day period during which no material failure to meet the cxteda set forts In Me ATP or significant errors remain unresolved to the satisfaction of the Cly. System Acceptance. Test shat not be unreasonably delayed due to actions of C y or is agents, contractors or subcontractors not retained by or through Contractor. A. Failure Prior to Final $,yyg(gm Acceptance. Upon any fanure of the System Acceptance Teat, Contractor than have an additional seven (7) days In which make necessary equipment repairs, replacements andfar software fixes without additional cost to qty, after which the System Acceptance Teat shall be repeated without additional coat to Clay. If more than seven (7) days are reasonably required to make the aforementioned repairs, replacement$ or software axes, Contractor shall provide a written action plan Met Includes a timeline for resolution based on Ma scope of work Involved, and.City may authorize a longer rep* or resolution o c� period In coding. Panora a< the System m rsfoat or exceed a second System Acceptltrtoe Test, or failure to provide seven (7) days of continuous live operation without etgniticant arras after any addtlonai System Aoraptanra Test, dtati consWAO a talkae tp euamasfuny complete Contractors obligations under ibis Agreement and Contractor shall be considered in default of a material obligation. qty shah be entitled to a refund of the full amcunt of the fees pall for Contrac0ora senicas. City $bell abo bp wood tD full refunri software, hardware and QVW system comparems Purchaasedainy prasuant to this; Agreemartt that Is deemed unusable by the City. Any removal of the system w@ be at Contractors cola cost and expense. B. Fatyl„reARer Ft.net &v$tam Conceder and qty agree that upon system feSlure, time u of to essence for necessary system equipment rapahs of replacements, amt time Is of the essence for addressing any soaware detects which cause tallures classified as Severity Level Ons and Seventy Level Two, below. Upon any fanure of the System or lts hardware or software components, the Warranty pmhdebns of Exhibit A'and Section 25 of Ude Agreement shall apply. timing the warranty period, If hardware or equipment pumnasa under this Agroament from Contractor than fA Contractor shelf repair or replace the hodwam or equipment within swan (7) worktop days for ON but Sevedy Level One failures. In the event of a Severity Level One hardware or equipment f fl ur% repair an id'repiecement shall occur xAWn 24 hours of notfketion of such faHaae to Contradict by M. If fallura Is due to a software defect of failure, the 14"W" ha• Contractor response and def" resolution bebw shall apply. t.. Savedy level One (Crd WX Failure that causes an Intersection to.be In flesh or dark, orfenase of safety features such ere emergency vehicle preemption or railroad preemption. In the went of a Severity, Leval Oro failure, Contractor response Shan be-banodteh, and Contractor shelf provide a fir Muton or workaround within 24 tours of ratification of wah fallure to Contractor by qty. 2. Severity Level Two (HIQhr Failure or bug M systern that results in dogradalion of ttatto signal ax*d and communication system function to a mpdarate m nodous dogma under mmol or mawrlabie operating conditlane. saysity, Leval Two falhnes shall include but are not limited to failure or severe degradation of cocrdinatton belwean bdersectona, Wmmunlcatat between the central system at City Hag and the field elements. and fie ability to upload and download data to the abnitlr demonstrahad as part of the ATF. In the event of a Seventy Level Two fanure. Contractor shall respond,whit a..wctmn pian of action to address the failure wtHn live (5) business days of notitratlon by Cly. Contractor shat provide a Ox of solution for any Level Two failure within no later than forty-five (45) calendar days of notification of failure by Clty. 3. Severity Level Three (Moderate to Low): Failure or bug In system that creates aesthetic or user preference Issues, unrelated to the operation of the system. Severity Level Three Issues shaft be addressed through regular system upgrade releases on an as -needed basis. RESPONSIBILITY FOR DAMAGES OR INJVRY 7.1 Cty and all officers, employees and representatives thereof shall not be responsible In any manner for any loss of 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 saMoss required hereunder, or for damage to property from any cause arising from the Performance of the Project by Contractor, or Its subconcontractors, or its workers, or anyone employed by either of them. 7.2 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 arising from Contractor's work on the Project, or the work of any subcontractor or supplier selected by the Contractor. 7.3 Contractor shall Indemniy,. hold harmless, end defend City. Its officers and employees from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, Including, but not limited to, bodily injury, death, personal Injury, property damage, or any other clalms arising from any and all acts or omissions of Contractor, Its employees, agents or subcontractors In the performance of services or work conducted or performed pursuant to this Agreement (2) use of unproper materials In perfonntng this Project Including, without limitation, defects In workmanship or materials and/or design defects; and/or (3) any and all claims asserted by Contractors subconcontredors or suppliers on the Project, and shall include reasonable attorneys' foes and all other costs Incurred In defending any such claim. Contractors liability In this Subsection shall be limited to the maximurm amount of Its Insurance coverage for claims arising out non -negligent and non4nientlonal acts performed under this Agreement. Contractor shall not be held responsible for consequential or spacial damages, or claims made to City for such consequential or special damages. Nothing herein shall require Contractor to Indemnify Cly from the sola negligence or willful misconduct of Cly, Its officers or employees. laWugdual Property Indemnity - Contractor shat defend, Indemnify and hold City, Us agents, officers, representatives, employees and City Council, boards and commissions harmless from any proceeding brought against City for any Intentional or unintentlonal violation of the Intellectual Q U property rights of any third party with respect to equipment and software deliverables purchased in this Agreement This Indamri fication shall Include, but Is not limited to, Infnngemsrtt of any United. States' letters CContractor'trademark, llembfes Provided u or copyright der this Agreement, contained In The City agrees to keep confidential all material and documentation relating to the Software and any modification thereto, to the axterd that such materials are not subject to disclosure under the California Public Records Act or Freedom of Information Act The Ctly will not make available or distribute any program code or descripilon associated wi with !cons® System In any farts whatsoever to third parties, written approval of Contractor. 7A Contractor shall perform all Project work In a manner to minlmize public Inconvenience and possible hazani, to restore atter work areae to their cdgMel condition and former usefulness sa scan aspossible, and to prated publle and private Property. Contractor shall perform workas $Pacified U . Exhibit A to limit Impacts to traffic during the system lnstalladon period. Contractor shag be liable for any private or public props" damaged during the performance of the Project work 7.5 Contractor shall te traffic SIse Section 7.10 ofthe State StandarpedOcatiothe latest edition of the yfork A a Tramio Control -Handbook (WATCH), as published. by Building News, Inc. if necessary, traffic control plans for field work will be provided by City, or with two weeks prior written notice, by Contractor. Traffic control services be billed to the City ovided separat froContractor mamonthy progress payments. 0rd wtl At the request of the City, the Contractor shall submit to the Engineer a traffic control plan and detour plan for each street and sidewalk within the project area. The Contractor shall be responsible for processing and obtaining approval of a be fic control plan from the Cltys Traffic Engineer. The Oontrador shall adhere to the conditions of the !raffia control Plan.- Traffic lan:Traffic control plans shot be prepared, signed, and sealed by a California licensed Ci�AI Engineer or Traffic Engineer, as directed by the City Traffic Engineer, and conform to the provisions of the WORK ARF& TRAFFld ¢L.HANDSOOK (W A.T.CJq, Latest Edition. Traffic control and datours shall at a minimum most the following requirements: A. Emergency vehicle access shall be maintained at all times... . a. The locations and wordings of all barricades, signs, detneatore, lights, warning devices, parking restdctons, and any other required detats $hall ensure thavall pedestrlen, and vehicular traffic will be handled In a safe manner with a minimum of Inconvenience to the public. C. All advanced warning sign Installations shall be reflectorized and/or lighted. TmfBc signal system shutdown or planned 'red flesh' shag be limited to 4 hour periods between the hours of 9:00 AM and 3:00 PM on weekdays (Monday through Thursday), excoPt as authortzed by the Engineer. 'STOP AHEAD' and "STOP" signs shall be furnished by the contractor and shall conform to the provisions In Section 12-3.06, 'Construction Area Signa," of the State Standard Specifications except that the base material for the signs shall not be plywood, Two 'STOP AHEAD- signs and Iwo STOP' signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 7.6 Nothing In this section shag be construed as authorWng any award of attorneys fees in any action to enforce the terms of this Agreement, except to the extend provided In Section 7.3 above. 7.7 The rights and obfigations set forth 'In this Section shall survive the termination of this Agreement 8. INDEPENDENT CONTRACTOR City has retained Contractor as an Independent contractor and neither Contractor nor its employees, nor any of b 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 shag accrue to Contractor or Its employees. 9. 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 Protect. 10. INSURANCE Without limiting Contractors indemnification of City, andodor tp commenc�maM of work . Contractor $hall obtain, provide and maintain et Its own expense during the term of this Agreement a Policy or policies of liability Insurance of the type and amounts described below and In a forth satisfactory to City. A.CeM9cetes o1 Insurance Contractor shall provide certificates of Insurance with original endorsements to City as evidence of the Insurance coverage required herein. Insurance certificates must be approved by Clty'a Risk Manager prior to commencement of parformanoa or lesuanca of any permit or performance of any wont. Current certification of Insurance shall be kept on flle with City at all times during the term of this Agreement B. attlitgu8. A person authorized by the'Insufer to bind coverage on Its behalf shall sign cartiflWtbn of all required pollcles. C. A e Insurers. All Insurance pollcles shall be Issued by an Insurance company currently authorized by the Insurance Commissioner to transact business of Insurance in the State of CaVomia, with an assigned policyholders' Rating of'A (or higher) and Financial Size Category Class VII (or larger) In accordance with the latest edition of Sears Key Rating Guide, unless otherwise approved by the Ci Risk Manager. • ,4,:,: i I: II:If L Who rare' cgZattl aill Coveag re. Contractor shall maklteb} Workers' Compensadon Insurance and Employers Llebliiry, Insurance for his or her empioyees In accordance with -the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Wodte a Compensation Insurance and Employees Liability Insurance In accordance with the laws of the State of Califomie for all of the subcontractors employees. Any notice of cancellation or norrenawal of all Workers' Compensation'pogdes must be receMad by Cly at Ispat thirty (30) calendar days (10 calender days written notice of non- payment of preMum) prior to such change. The insurer shag agree to waive all rights of subrogation against Cfy, as omoers, agents, employees and volunteers for losses arising from work performed by Contractor far City. II. •enemi rsbJiity Drees. Contractor shall maintain commercial general gabllliy Insurance In an amount not less than two million dollars ($2,000,000) .per occurrence for bodily Injury, personal Injury, and property damage. Including without llm islon, - contractual liability. If commerelal general Ilabliy, Insurance or other form with a general aggregate limit Is used, either the general aggregate limit shall appy separately to the work to be performed under this Agreement or the general aggregate flrit shag be at least twice the required occurrence Ilmit 111. • Automobile LlabiJJjy, Coverage. Contractor shall maintain automobile Insurance covering bodily Injury and property damage for all activities of the Contractor arising out of or In connection with work to be performed under this Agreement, including coverage for any owned, hired, non owned or ranted vehicles. In an amount not lase than one million dollars ($1,000,000) combined single limit for each occuirenco. . 10 lin. cyneas LiebillN Caverece. Contractor shall maintain insurance covering axeea6 Ilablihy In the amount of nine million dollars ($9,000,000) for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement, E. Endorsements. Each general liability and automobile liability Insurance policy shall be endorsed with the following speolAe language: I. The City, he elected or appointed officers, officiate, employees, agents and volunteers are to be covered as addltlonal insureds with respect to liability arising out of work performed by or on behalf of the Contractor. R. This policy shall be considered primary Insurance as respects to City, Its elected or appointed officers, officials, employees, agents and volunteers as respects to a0 claims, losses, or liability arising directly or Indirectly from the Contractors operations or services provided to City. Any Insurance maintained by City, Including any sed -Insured retention City may have, shall be considered excess Insurance only and not contributory with the Insurance provided hereunder. In. This Insurance shall act for each Insured and additional Insured as though a separate policy had been written lot each, except with respect to the limits of liability of the insuring company. Iv. The Insurer waives all rights of subrogation against City. Its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting Omvwdns of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The Insurance provided by this policy shall not be suspended, voided, canceled, or reduced In coverage or In Pmlts, by either party except after thirty (30) calendar days (10 calendar days written notice of non-payment of premium) written notice has been received by City. - F. 77me(yNo((ga of Clams. Contractor shall give City prompt and timely notice of otalm made or suit instituted arising out of or resulting from Contractors performance under this Contract. G. Addefonal Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional Wide of insurance, which In Its own Judgment may be necessary for its proper protection and prosecution of the work. 11. BONDING 11 Contractor shall obtain, provide and maintain at Its own expense dudrg the term of this Contract a Labor and Materials Payment Bond In the amount of one hundred percent (100%) of the total amount to be paid Contractor ae set forth in this Agreement and in the form attached hereto as Exhibit 8 which B Incorporated herein by this reference; and a Faithful Performance Bond In the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth In this Agreement In the form attached hereto as Exhibits C which is Incorporated herein by this reference. The Latin and Materials Payment Bond and FaflMul Performance Bond shag be Issued. by an Insurance oryoribma n or surety (1) currently authorized by the Insurance Commissioner to transact business of Insurance In the State of California, (2) listed as an acceptable surety In the latest revision of the Federal Register Circular 670, and (3) assigned a POPcyholdere' Reting A (or higher) and Financial Size Category Class VII (or larger) In accordance with the latest edition of Bests Kavstns ow,-=itv. The Contractor shall deliver, concuren0y with execution of this Agreement the Labor and Materials Payment Bond and FaIMA Performance Bond, a cartlfted copy of the 'Certificate of Authority' of the Insurer or Surety Issued by the Insurance Commissioner, which auMorizes the Insurer or Surety to transact surety Insurance In the Sate of California. ik ml[7klaT`PML` r_L #'7 Pursuant to the applicable provisions of the Labor Code of the State of Capt ntla, not lass than the general preve6ing rate of per diem wages Including legal holidays and overtime work for each craft or We of worlonan needed to execute the vrorik contemplated under the Agreement shall be paid to all v4odonen employed on the work to be done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 at seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages In the loeaAty In which the work is to be patformed for each craft clasaiticatlon, or type of workmen or mechanic needed to execute the Agreement. A copy of sold determination Is available by calling the prevailing wage hotline number (416) 703.4774, and tequeaftng.ons from the Depatbnant of Industrial Relations. The Contractor Is requited to obtain the wage determinations from the Department of Industrial Relations and post at rite job site the prevaPong rate or per diem wages, it shall be the obligation of the Contractor of arty subcontractor under hirNher to comply with all Stab of Calffomla labor laws, rules and reputations and the pardes agree 0tat the qty shall not.be -Pablo for any violation thereof. 13. SUBCONTRACTING City and Contractor agree that subcontractors hey be used to complete the work outlined In the Scope of Services provided the CvftrAor obtabai City approval In writing prior to the subcontractor pertorming any work: Contractor shall be fully responsible to City for ail acts and omissions of the subcon0actore. Nothing In this Contract shall create any oomractual retaPonship between City and subcontractor nor shall it create any obligation on the part of City to pay at to see 12 to the payment of any monles due to any such subcontractor other than as otherwise required by law. 14, WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such wpldwlding shag not be deemed to constitute a failure to pay according to the terms of this Contract. Contractor shaltnot 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 rasped to such disputed sums. Contractor shall be entitled to receive Interest on any withheld sums at the rate of realm that City earned on Its investments during the time period, from the date of withholding of any amounts found to have been Improperly withheld. 15. CONFLICTS OF INTEREST 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 pertormed under this Contract, and (2) prohibits such persons king,ior nterrticipating In making, decisions that will foreseeably laly effect O 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 Contract by City. Contractor shall Indemnify and hold harmless City for any and all claims for damages resufing from Contractor's violation of this Section. 16. NOTICES All noticea, demands, requests or approvals to be given under the tars 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 afar the deposit thereof In the United States mall, postage prepaid, first-class mall, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Anthony Brine Public Works Department City of Newport Beach 3300 Newport Blvd. Newport Beach, CA 92660 Phone: 949644-3329 Fax 949.644-3318 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Jason Hann Econolito Control Products, Inc. 3360 E. La Palma Avo. Anaheim, CA 92WO Phone: (719) 471-98ee ext. 360 Fax (719) 471.9063 , 17., TERMINATION JQM1%atigA.A'f Cause • In the event that either party falls or refuses to Perform any of the provisions of Ods 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 O more than fire (5) calendar days are reasonably required to cure y1a default and the defaulting party, falls to give adequate assurance of due performance within five (5) calendar days after receipt of written notice of defauk sped fying 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 nonce thereof. j�erminanon ,,, not ,ae - Notwithstanding the above provisions, City shag have the right at Its sole discre8on and without muse, of terminating this Agreement at any time by giving seven (7) calendar days prior written' notice to Contractor, In the event of termination under this Section, City shell 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 software, hardware, and equipment delivered to City site under this Agreement that City deems usable. 18. COMPLIANCE WITH ALL LAWS Contractor shag at Its own cost and expense comply wlfh all stetufas, ordinances, regulations and requirements of all governmental antlges, Including federal, state, county or municipal, whether now in force or heleNatter enacted 19. WAIVER A waiver by City of any term, covenard, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant oroo difloru 20. INTEGRATED AGREEMENT This Agreement represents the full and complete understanding of every kind or nature whatsbever between the parties hereto, and all prefmbnary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal Agreement or implied covenant III be held to vary the. provisions herein, 21. CONFLICTS OR INCONSISTENCIES - U U In the event there are any conflicts or Inconsistencies between this Agreement and the Scope of Services or product warranties, Including Software and Hardware warranties contained In the Scope of Services or delivered to City after execution of this Agreement, the terms of this Agreement shall govern. 22. 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. 23. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project She, has become familiar with the local conditions under which the work Is to be performed, and has taken Into consideration these factors In submitting Its Project Proposal and Scope of Work 24. CONTROLUNO 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. 25. 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 perry by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 26. WARRANTY Contractor warants to City that all software and equipment to be delivered hereunder will be free from defects In material or workmanship and will be of the kind and quality designated or specifled by Contractor in Exhibit A. The warranty shall apply only to defects appearing within one year from the date of Final System Acceptance of Project by City for software products, two years from the date of Final System Acceptance by City for hardware products not manufactured by the Contractor, and two years from the date of Final System Acceptance by City for hardware products manufactured by Contractor. If Contractor installs the equipment and software, or supplies technical directions of Installation by contract the warranty period shall run from the date of Final System Acceptance by City, provided same Is not unreasonably delayed by City. If Contractor -manufactured equipment delivered hereunder does not meet the above warranty, and If City promptly nodfles 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 equipment, or by making available any necessary replacement parts, delivered and installed without additional charge to City within seven (7) working days, unless the failure is of Severity Level One, as defined by Section S.b(B) of this Agreement City will realm the defective product to Contractor, at Contractor's expense. Contractor shall repair or replace the defeo0ve Rom and return it to City, shipping costs prepaid. Contactor shall perform anynecessary diagnostic work, software, hardware and equipment removal, repair, replacement, cartificallon. and installation at no cost to the City durfng the warranty period, using Contractor's equipment If loons® software, or other proprietary software products licensed by Contractor and delivered hereunder as part of the System, do not meet the above warranty, the Contractor response and resolution times specl lod In Section SgB) of this Agreement shall apply. The foregoing warranty Is exclust" and In lieu of all other warratdles, whather written, oral, imphad 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 or, upgrades of the standard loons® software modules to correct •bugs' or deficiencies, which would appear within one (1) year from the date of Final System Acceptance of the standard loons® traffic, management system. 27. MAINTENANCE City reserves the right but Is not obligated to, enter a Maintenance Agreement with Contractor for the System at any time during the warranty period. If City provides Contractor of notice of Intent to enter a Maintenance Agreement upon expbation of Contractors one (1) year warranty within thirty (30) days of the expiration of such warranty, City shall have the option to enter a five (5) year Maintenance Agreement with Contractor for maintenance of the System at the coat of $12,500 per year Me Maintenance Fee). The Maintenance Agreement shall take effect on the day the software warranty expires CSottwam Warranty Explrston Date'.) if City exa cleei Its option to enter the live -year Maintenance 'Agreement, the annual fee of $12,600 shall be due each year on or before that year's calendar date which corresponds to the day and month of the Software Warranty Expiration Date. If City does not exercise the option to enter the five year Maintenance Agreement, Contractors technical support and service provided beyond the Will warranty periods shall be subject to applicable hourly support rates plus travel and per diem cost at time support Is provided. 28. REPRESENTATIONS N2DJ*DQiimwt ECONOLITE 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 affect as of the Effecttva Data. Authg(lpc. Each party represents as follows: ((a) that d has full power and authority to execute, deliver and perform iia caligation underthls Agreement; (b) 15 16 that there are no so". proceedings or Investigations, pending or, to the best of each part's knowledge, threatened against such party which may In any manner whatsoever materially affed the enforceability of title Agreement or the rights, duties and obllgations of the partles 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, dudes and obligations hereunder. No Other Reoresenlatlons. Each party acknowledges and agrees that It Is relying on no representation of the other party except as expressly set forth herein. 29. LICENSES The Contractor grants to the City tot exeustve use in the City a fatty paid non- exclusive, non -transferable Icons® software license for (1) Communications server, (1) FlldApplfcatbno server, (1) Terminal services server and workstation computers. The Communications Server license covers up to 250 Intersections operating from a single communleatkma server computer (expandable beyond 250 Intersections with additional software licenses and hardware). The City $hall 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 c. make only as many back up copies of the Licensed programs In machine readable form as required to support the use of the Licensed programs on each computer. All beck up copies must Include the copyright notice In the original forth as It appears on the licensed programs. The City may not copy, modlty, adept, merge, disassemble, decomplio 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 copled in any way. The City may print any screen the software will allow, however, no copyright notices may be removed from the printing, The Licensed programs and support material Included with this Agreement are confidential information that Is the property of the Contractor. The Licensed programs, program concepts, or any of the support materials shag not be made available to any other party or organization without the written consent of the Contractor. 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 sole property of the Contractor. 30. CONFIDENTIAL INFORMATION. n. In the performance of this Agreement or In cordemp >bn 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 contaln proprietary detab and dredosurea. All Information and data identified in writing as proprietary or confidential by either parry ('Confidential Infarmatlon') and so acquired by the other party or Its employees or egorffs under this Agreement or In contemplation thereof shag be and shall remain the disclosing partys exclusive property. The recipient of Confidential Information shall use all reasonable of ria (which in any avant shalt not be less than the efforts the recipient takes to ensure the confidandelity of he own •proprietary and other confidential Information) to keep, and have hs employees and agents keep, any and all Confidential Information confidefitial, and 'shag not copy, or publish or dleclose It to others, nor authorize Its employees, agents or anyone else to copy or dtecloss it to others, wigwut the disclosing partys written approval; nor shsit the rodplent make use of the Confidential Information except for the purposes of executing Jia obligations hereunder; and (except as provided for heraln) shell return the Confidential Information and data tis the fiwt party at Its request The City's duty to maintain confidentiality as described hereunder shag be subject to the laws of the State of California. ' 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, As Information previously known to the recipient, W Information Independently " developed by or for the reciplent or Is Infonnadon generally released by the owning party without rostrlttlon. rant t Igtunctiva Relief, Because of the unique nature of the Confidential Information, the parties some that each patty may $utter Irreparable harm M the event that the other party falls to comply with any of Its obligations under this Ankle, and that.monstary.damages may be Inadequate to compensate either party for such breach, Accordingly, the pestles agree that either party will, in addigoa to any other remedies available to it at law or In equity, be angled to 'seek Injunctive relief to enforce the terms of this Article. 31. - SOFTWARE UPDATES AND ENHANCEMENTS Software enhancements or hour features added to frons through new system development for other agencies, .or. as part of the Contrectois ongoing research and development shall be offered to the 04' at a *ad, quoted pdce. The offer shall remain firm tot 90 days from the date of the offer. 32. ASSIGNMENT ' 17 1 18 U u This Agreement shalt riot be assigned by any party, or any party substituted, without pripi of the.0 ty and the Contractor. 33. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemedtan original and all of which shall constitute one and the some Instrument 34. OTHER MATTERS . Sevembil In the event any of the provisidns of this Agreement shall, for any reason, be holdvoid or unenforceable, the remaining provisions shall remain In full effect and shall control. IWIW . Any provisions of this Agreement prohlbited by the law of any state shag, as to said state, be ineffective to the extern of such prohibition without Invalidating the remaining provisions of this Agreement Except as otherwise provided In this Agreement, no provision of th Agreement Is Intended, nor shall be Interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any affiliate or subsidiary, and all provisions hereof shall be personal solely between the parries hereto, Heilddincs' Article and Section headings are included Soley for convenience, are not to be consic3red a pad of this Agreement nor are they Intended to be full and accurate descriptions of the contents thereof. IN WRNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM:, CITY OF RT B CH, A;dward IC atW B. Aaron C. Harp, r Assistant Chy Anomey crr for the City of Newport Beach for the City of Newport Beach `' s ATTEST: BBy LaVonne Harldeea,. N a .pl __s_. , City Clerk Tltie: Senior Vice President BYNadVe: of rMnn Title: Assistant Secretary Attachments: Exhibit A- Scope of Services .Fadtiblt 8 — System Acceptance Test Plan Exhibit C - Labor and Materials Payment Bond Exhibft D - Faithful Performance Bond 3] fl CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. FOR PURCHASE, INSTALLATION, MAINTENANCE AND REPAIR SERVICES OF icons® ADVANCED TRAFFIC MANAGEMENT SYSTEM -y" Murch THIS CONTRACT is made and entered into as of this day of PebfuM, 2008, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation and Charter City ("City"), and ECONOLITE CONTROL PRODUCTS, INC., a California corporation whose principal place of business is 3360 E. La Palma Ave., Anaheim, CA 92806, ("Contractor"), and is made with reference to the following: RECITALS 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 is planning to perform Phase One of its Traffic Signal Modernization project ("Project"), which will provide advanced traffic management at 22 intersections within the City. C. City desires to purchase necessary software and equipment from Contractor, to engage Contractor to install all necessary equipment and software, to provide advanced traffic management at 22 intersections within the City, and to configure that system to provide automating capability for up to 150 intersections at a later date. City also wishes to engage Contractor to provide training to City staff who will be involved in operation of the icons® Advanced Traffic Management System. (All such software and equipment purchases, installation, and training shall be hereinafter referred to as "Project"). Contractor has agreed to perform the Project over a 120 day period, commencing upon receiving Notice to Proceed. D. The icons® Advanced Traffic Management System shall provide coordination and enhanced operation at 22 traffic signals for Phase One of the Traffic Signal Modernization Project and which is capable of being expanded to traffic signals throughout the City in future project phases if agreed to by City and Contractor. Additionally, the icons® Advanced Traffic Management System will provide advanced traffic signal observation and response from City Hall through an interface with closed circuit television cameras (CCN) and direct communication with individual intersections, creating centralized control for the connected intersections as needed from the Traffic Division of the City's Public Works Department. E. 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. F. Contractor is a manufacturer and supplier of traffic control equipment, advanced traffic management systems and traffic controller firmware. G. Contractor, alone and in partnership with others, has developed proprietary software systems, including the communication and control system registered as "icons." NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SCOPE OF WORK 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 this 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 shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 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. In consideration of the payment of the Purchase Price and subject to all the terms and conditions hereof, Contractor shall: (a) Sell to City, and install, the software, hardware, devices, connections and equipment (hereinafter referred to as "the System") listed and set forth in the Scope of Work attached hereto as Schedule A and incorporated in full by this reference. (b) Supply to City under license the software components of the icons® system, described in detail in Schedule A, including any necessary licensed software products and related materials. (c) Supply to City and install all software and hardware required to operate the Synchro® Interface Module and CCTV Module. (d) Provide the testing and training services as set forth in Exhibit A. 2. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and Contractor shall complete the Project installation, implementation and 2 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 16. 2.1 Force Majeur 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. 2.2 Term Unless earlier terminated in accordance with Section 17 of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein. COMPENSATION As full compensation for the performance and completion of the Project as required by the Scope of Work, City shall pay to Contractor and Contractor accepts as the full Purchase Price the sum of Five Hundred Eighty -Four Thousand, Six Hundred Sixty -Nine Dollars and 12/100 ($584.669.12). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. The City shall make monthly progress payments for labor as the Project work proceeds based on the fee schedule set forth in Exhibit A. Payment for software, hardware and equipment shall become due upon shipment to and receipt of such software, hardware and equipment to City. City shall pay Contractor ninety percent (90%) of each approved invoice amount no later than thirty (30) days after approval of an invoice by City staff. The remaining ten percent (10%) of each approved invoice shall be paid by City upon Final System Acceptance, as defined in Subsection 6.1 of this Agreement. A. All shipping and insurance costs to and from the installation sites are included in the purchase price of the Project, as listed in Exhibit A. All payments to shipping agents and for insurance fees shall be made directly by Contractor and the City shall make no payments to any firm concerning the shipment, installation, and delivery of hardware which is not a part of this Agreement and for which exact payments are not described. Contractor shall be responsible for all arrangements for the shipment of software, hardware and equipment to the City, and/or movement of the hardware to the prepared site within the City. Contractor shall also be responsible for removal of all debris and packing materials from the City site resulting from the installation of the equipment, hardware and software. B. Contractor shall provide City with a minimum 14 days notice of its dates of installation to enable the City to prepare the installation sites for the Hardware in accordance with the instructions of Contractor. The City shall complete site preparation prior to the date of installation of the hardware, 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. Contractor will provide staff for complete on-site training of City personnel as set forth in Exhibit A. C. Payments shall be made in accordance with this Section and the schedule set forth in Exhibit A. D. Extra Work - Contractor shall not receive any compensation for Extra Work without the prior written authorization of the City. As used herein, "Extra Work" means any work that is determined by the City to be necessary for the proper completion of the Project, but which is not included in the Purchase Price as specified in Exhibit A, and which parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the hourly rates set forth in Exhibit A. 4. ADMINISTRATION This Agreement will be administered by the Public Works Department. Anthony Brine shall be the Project Administrator and shall have the authority to act for City under this Agreement. 5. TYPE AND INSTALLATION OF MATERIALSISTANDARD OF CARE 5.1 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. 5.2 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. 6. ACCEPTANCE TESTING AND ACCEPTANCE 6.1 "Final System Acceptance" shall mean the latest of the dates on which (a) all phases of the system have been used in live onsite operations for a period of at least seven (7) continuous days without significant error following successful completion of the seven (7) day System Acceptance Test described below; and (b) all remaining punch list items have been addressed and completed. 6.2 Acceptance Test Plan Contractor shall follow the System Acceptance Test Plan (hereinafter "ATP") developed in consultation with the City containing Acceptance Criteria that establishes test procedures and test criteria, for evaluating system capabilities, functions, and features along with a problem reporting method for use in the system testing. The ATP is attached hereto as Exhibit B. 6.3 Acceptance of Hardware Upon completion of the installation of the hardware, Contractor will notify City that such hardware, as described in Exhibit A, has successfully been installed. Hardware shall not be deemed to have been accepted by City until Final System Acceptance. 6.4 System Acceptance Test Once all phases of the project have commenced simultaneous live operations, a seven (7) day period of acceptance testing for the entire system, including all interfaces and deliverables provided under this Agreement, shall begin. System Acceptance Testing shall occur in a live environment. Any significant error or deviations from the ATP, or the error, deviation or failure of any part or component of the System not manufactured but provided by Contractor, shall be reported to City, and Contractor shall provide in writing an action plan for resolution of such error, deviation or failure within two (2) working days. The System Acceptance Test shall be deemed completed upon completion of a continuous seven (7) day period during which no material failure to meet the criteria set forth in the ATP or significant errors remain unresolved to the satisfaction of the City. System Acceptance Test shall not be unreasonably delayed due to actions of City or its agents, contractors or subcontractors not retained by or through Contractor. 6.5 Failure A. Failure Prior to Final System Acceptance. Upon any failure of the System Acceptance Test, Contractor shall have an additional seven (7) days in which make necessary equipment repairs, replacements and/or software fixes without additional cost to City, after which the System Acceptance Test shall be repeated without additional cost to City. if more than seven (7) days are reasonably required to make the aforementioned repairs, replacements or software fixes, Contractor shall provide a written action plan that includes a timeline for resolution based on the scope of work involved, and City may authorize a longer repair or resolution 5 period in writing. Failure of the System to meet or exceed a second System Acceptance Test, or failure to provide seven (7) days of continuous live operation without significant errors after any additional System Acceptance Test, shall constitute a failure to successfully complete Contractor's obligations under this Agreement and Contractor shall be considered in default of a material obligation. City shall be entitled to a refund of the full amount of the fees paid for Contractor's services. City shall also be entitled to full refund on any software, hardware and other System components purchased pursuant to this Agreement that is deemed unusable by the City. Any removal of the system will be at Contractor's sole cost and expense, B. Failure After Final System Acceptance. Contractor and City agree that upon system failure, time is of the essence for necessary system equipment repairs or replacements, and time is of the essence for addressing any software defects which cause failures classified as Severity Level One and Severity Level Two, below. Upon any failure of the System or its hardware or software components, the Warranty provisions of Exhibit A and Section 26 of this Agreement shall apply. During the warranty period, if hardware or equipment purchase under this Agreement from Contractor shall fail, Contractor shall repair or replace the hardware or equipment within seven (7) working days for all but Severity Level One failures. In the event of a Severity Level One hardware or equipment failure, repair and replacement shall occur within 24 hours of notification of such failure to Contractor by City. If the failure is due to a software defect or failure, the timelines for Contractor response and defect resolution below shall apply: 1. Severity Level One (Critical): Failure that causes an intersection to be in flash or dark, or failure of safety features such as emergency vehicle preemption or railroad preemption. In the event of a Severity Level One failure, Contractor response shall be immediate, and Contractor shall provide a fix, solution or workaround within 24 hours of notification of such failure to Contractor by City. 2. Severity Level Two (High): Failure or bug in system that results in degradation of traffic signal control and communication system function to a moderate to serious degree under normal or reasonable operating conditions. Severity Level Two failures shall include but are not limited to failure or severe degradation of coordination between intersections, communication between the central system at City Hall and the field elements, and the ability to upload and download data to the ability demonstrated as part of the ATP. In the event of a Severity Level Two failure, Contractor shall respond with a written plan of action to address the failure within five (5) business days of notification by City. Contractor shall provide a fix or solution 11 for any Level Two failure within no later than forty-five (45) calendar days of notification of failure by City. 3. Severity Level Three (Moderate to Low): Failure or bug in system that creates aesthetic or user preference issues, unrelated to the operation of the system. Severity Level Three issues shall be addressed through regular system upgrade releases on an as -needed basis. 7. RESPONSIBILITY FOR DAMAGES OR INJURY 7.1 City and all officers, employees and representatives thereof 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 by Contractor, or its subconcontractors, or its workers, or anyone employed by either of them. 7.2 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 arising from Contractor's work on the Project, or the work of any subcontractor or supplier selected by the Contractor. 7.3 Contractor shall indemnify, hold harmless, and defend City, its officers and employees from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims arising from any and all acts or omissions of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Agreement; (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 subconcontractors 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 herein shall require Contractor to indemnify City from the sole negligence or willful misconduct of City, its officers or employees. 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 7 property rights of any third party with respect to equipment and software 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. The City agrees to keep confidential all material and documentation relating to the Software and any modification thereto, to the extent that such materials are not subject to disclosure under the California Public Records Act or Freedom of Information Act. The City will not make available or distribute any program code or description associated with the icons® System in any form whatsoever to third parties, without the prior written approval of Contractor. 7.4 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. 7.5 Contractor shall provide traffic control and access in accordance with Section 7-10 of the State Standard Specifications and the latest edition of the Work Area Traffic Control Handbook (WATCH), as published by Building News, Inc. If necessary, traffic control plans for field work will be provided by City, or with two weeks prior written notice, by Contractor. Traffic control services provided by Contractor shall be considered Extra Work, and will be billed to the City separately from monthly progress payments. At the request of the City, the Contractor shall submit to the Engineer a traffic control plan and detour plan for each street and sidewalk within the project area. The Contractor shall be responsible for processing and obtaining approval of a traffic control plan from the City's Traffic Engineer. The Contractor shall adhere to the conditions of the traffic control plan. Traffic control plans shall be prepared, signed, and sealed by a California licensed Civil Engineer or Traffic Engineer, as directed by the City Traffic Engineer, and conform to the provisions of the WORK AREA TRAFFIC CONTROL HANDBOOK (W.A.T.C.H), Latest Edition. Traffic control and detours shall at a minimum meet the following requirements: A. Emergency vehicle access shall be maintained at all times. B. The locations and wordings of all barricades, signs, delineators, lights, warning devices, parking restrictions, and any other required details shall ensure that all pedestrian and vehicular F., traffic will be handled in a safe manner with a minimum of inconvenience to the public. C. All advanced warning sign installations shall be reflectorized and/or lighted. Traffic signal system shutdown or planned "red flash" shall be limited to 4 - hour periods between the hours of 9:00 AM and 3:00 PM on weekdays (Monday through Thursday), except as authorized by the Engineer. "STOP AHEAD" and "STOP" signs shall be furnished by the contractor and shall conform to the provisions in Section 12-3.06, "Construction Area Signs," of the State Standard Specifications except that the base material for the signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 7.6 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 7.3 above. 7.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 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. 9. 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. 10. 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit or performance of any work. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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. D. Coverage Requirements. i. Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 for each occurrence. m iiii. Excess Liability Coverage. Contractor shall maintain insurance covering excess liability in the amount of nine million dollars ($9,000,000) for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement. E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to City. Any insurance maintained by City, including any self-insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non-payment of premium) written notice has been received by City. F. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Contractor's performance under this Contract. G. Additional 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. 11. BONDING mil Contractor shall obtain, provide and maintain at its own expense during the term of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and in the form attached hereto as Exhibit B which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement in the form attached hereto as Exhibits C which is incorporated herein by this reference. The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. The Contractor shall deliver, concurrently with execution of this Agreement, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the Sate of California. 12. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime work for each craft or type of workman needed to execute the work contemplated under the Agreement shall be paid to all workmen employed on the work to be done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 13. SUBCONTRACTING City and Contractor agree that subcontractors may be used to complete the work outlined in the Scope of Services provided the Contractor obtains City approval in writing prior to the subcontractor performing any work. Contractor shall be fully responsible to City for all acts and omissions of the subcontractors. Nothing in this Contract shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see 12 to the payment of any monies due to any such subcontractor other than as otherwise required by law. 14. 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 Contract. 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. 15. CONFLICTS OF INTEREST 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 Contract, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 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 Contract by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 16. NOTICES 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: Attn: Anthony Brine Public Works Department City of Newport Beach 3300 Newport Blvd. Newport Beach, CA 92660 Phone: 949-644-3329 Fax: 949-644-3318 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Jason Hann 13 Econolite Control Products, Inc. 3360 E. La Palma Ave. Anaheim, CA 92806 Phone: (719) 471-9866 ext. 380 Fax: (719) 471-9063 17. TERMINATION 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. 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 under this 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 software, hardware, and equipment delivered to City site under this Agreement that City deems usable. 18. 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. 19. WAIVER A waiver by City of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. 20. INTEGRATED AGREEMENT 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. 21. CONFLICTS OR INCONSISTENCIES 14 In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or product warranties, including Software and Hardware warranties contained in the Scope of Services or delivered to City after execution of this Agreement, the terms of this Agreement shall govern. 22. 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. 23. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project Site, has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its Project Proposal and Scope of Work. 24. 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. 25. 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. o7 .. M, Contractor warrants to City that all software and equipment 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 one year from the date of Final System Acceptance of Project by City for software products, two years from the date of Final System Acceptance by City for hardware products not manufactured by the Contractor, and two years from the date of Final System Acceptance by City for hardware products manufactured by Contractor. If Contractor installs the equipment and software, or supplies technical directions of installation by contract, the warranty period shall run from the date of Final System Acceptance by City, provided same is not unreasonably delayed by City. If Contractor -manufactured equipment delivered hereunder does 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 equipment, or by making available any necessary replacement parts, 15 delivered and installed without additional charge to City within seven (7) working days, unless the failure is of Severity Level One, as defined by Section 6.5(6) of this Agreement. 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. Contractor shall perform any necessary diagnostic work, software, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractor's equipment. If icons® software, or other proprietary software products licensed by Contractor and delivered hereunder as part of the System, do not meet the above warranty, the Contractor response and resolution times specified in Section 6.5(B) of this Agreement shall apply. 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 or upgrades of the standard icons® software modules to correct "bugs" or deficiencies, which would appear within one (1) year from the date of Final System Acceptance of the standard icons® traffic management system. 27. MAINTENANCE City reserves the right, but is not obligated to, enter a Maintenance Agreement with Contractor for the System at any time during the warranty period. If City provides Contractor of notice of intent to enter a Maintenance Agreement upon expiration of Contractor's one (1) year warranty within thirty (30) days of the expiration of such warranty, City shall have the option to enter a five (5) year Maintenance Agreement with Contractor for maintenance of the System at the cost of $12,500 per year ("the Maintenance Fee"). The Maintenance Agreement shall take effect on the day the software warranty expires ("Software Warranty Expiration Date".) If City exercises its option to enter the five-year Maintenance Agreement, the annual fee of $12,500 shall be due each year on or before that year's calendar date which corresponds to the day and month of the Software Warranty Expiration Date. If City does not exercise the option to enter the five year Maintenance Agreement, Contractor's technical support and service provided beyond the initial warranty periods shall be subject to applicable hourly support rates plus travel and per diem cost at time support is provided. 28. REPRESENTATIONS Non -infringement. ECONOLITE 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. 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) i 69 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 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. 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. 29. LICENSES The Contractor grants to the City for exclusive use in the City a fully paid non- exclusive, non -transferable icons® software license for (1) Communications server, (1) File/Applications server, (1) Terminal services server and workstation computers. The Communications Server license covers up to 250 intersections operating from a single communications server computer (expandable beyond 250 intersections with additional software licenses and hardware). The 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 c. make only as many back up copies of the Licensed programs in machine readable form as required to support the use of the Licensed programs on each computer. All back up copies must include the copyright notice in the original form as it appears on the licensed programs. The 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. The City may print any screen the software will allow., however, no copyright notices may be removed from the printing. The Licensed programs and support material included with this Agreement are confidential information that is the property of the Contractor. 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 the Contractor. 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 17 bearing the Licens-d rrcgrams, support materials and program concept shall remain sole property of the Contractor. 30. CONFIDENTIAL INFORMATION. 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. 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 -Ln recipient or is information generally released by the owning parry without -str!ction. Riqht to IniI ,nctive 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 Article, 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 Article. 31. SOFTWARE UPDATES AND ENHANCEMENTS Software enhancements or new features added to icons through new system development for other agencies, or as part of the Contractor's ongoing research and develoomew shall be offered to the City at a fixed, quoted price. The offer shall rema n `rm for yO days from the date of the offer. 32. ASSIGNMENT IE This Agreement shall not be assigned by any party, or any party substituted, without prior written ^onsent of the City and the Contractor. 33. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 34. OTHER MATTE;R:3 Severability:. In the event any of the provisions of this Agreement shall, for any reason, be held void or unenforceable, the remaining provisions shall remain in full effect and shall control. Invalidity. Any provisions of this Agreement prohibited by the law of any state shall, as to said state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. Absence of Third Party Beneficiary Rights. Except as otherwise provided in this Agreement, no provision of this Agreement is intended, nor shall be interpreted, to provide or crec- to any third party beneficiary rights or any other rights of any kind in any or subsidiary, and all provisions hereof shall be personal solely �:,etwee- t!' e arties hereto. Headings. Arl.ic.r:. ar-ry rection headings are included solely for convenience, are not to be Korai l _ r�, ' .. ;_.art of this Agreement nor are they intended to be full and accurate descrip'::ioris of the contents thereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM - B: ,`-- ( _�v -- Aaron C. Harp, Assistant City Attorney for the City of Newport Beach ATTEST: LaVonne Harkless, CITY OF WPORT B�4CH, A Muni. hal Ciakwratiol1i 1 r, Edward D. Selich, Mayor for the City of Newport Beach City Clerk Title: Senior Vice President By: � Na e: rian rtin Title: Assistant Secretary Attachments: Exhibit A - Scope of Services Exhibit B — System Acceptance Test Plan Exhibit C - Labor and Materials Payment Bond Exhibit D - Faithful Performance Bond 20 EXHIBIT A: SCOPE OF SERVICES City of Newport Beach Traffic Signal System Upgrade Proposal icons® Advanced Traffic Management System Proposal Prepared By: AWM, rAIM. Solutions that Move the Worldu) 3360 E. La Palma Ave. Anaheim, CA 92806 (714) 630-3700 www.econolite.com February 13, 2008 Table of Contents 1 . Introduction........................................................................................ 1-1 Summary of Experience ................. - Summaryof Capabilities......................................................................................................... 1-1 OurMission............................................................................................................................. 1-1 OurPromise............................................................................................................................ 1-1 2. Project Scope and Understanding.................................................. 2-1 GeneralScope....................................................................... ... 2-1 CommunicationsScope.......................................................................................................... 2-4 Description of electrical and hardware requirements for the project ........................................ 2-5 SystemIntersection Layout................................................................................................... 2-10 SystemArchitecture.............................................................................................................. 2-11 3. Installation and Integration............................................................... 3-1 OverallSystem Integration...................................................................................................... 3-1 SoftwareIntegration................................................................................................................ 3-1 SoftwareTraining.................................................................................................................... 3-1 TrainingSchedule................................................................................................................... 3-2 Project Integration Schedule................................................................................................... 3-4 4. Integrated Closed Circuit Television [CCTV) Module Included Option........................................................................................................... 4-1 5. SynchroTM Module Included Option ................................................. 5-1 S. Warranty and Support..................................................................... 6-1 Product Warranty Certificate................................................................................................... 6-1 SoftwareWarranty.................................................................................................................. 6-2 Serviceand Support............................................................................................................... 6-2 7. Price Summary................................................................................... 7-1 General Proposal Summary.................................................................................................... 7-1 Clarifications........................................................................................................................... 7-1 OverallPrice Summary........................................................................................................... 7-2 Termsand Conditions............................................................................................................. 7-3 Revision Date: February 13, 2008 This document contains information from Econolite that may be confidential. Except for personal use by the intended recipient, or as expressly authorized by the sender, any person who receives this information is prohibited from disclosing, copying, distributing, and/or using it. If you have received this document in error, please immediately return it and all copies, and promptly notify the sender. 1. Introduction Econolite Control Products, Inc. (ECPI) is pleased to provide this proposal for the following equipment, software and services to the City of Newport Beach in the deployment of a Traffic Control System (TCS) installation. Summary of Experience Econolite is celebrating its 75th year of involvement in developing traffic control equipment and systems. Econolite is recognized as an industry leader in applying new technology to traffic control applications. In particular, Econolite is a recognized leader in the development of advanced traffic controllers, distributed arterial control systems, advanced transportation management systems and video vehicle detection systems. Summary of Capabilities Econolite combines extensive traffic industry experience together with software, hardware, and systems engineering capabilities to provide the following products and services: Traffic Control Products • Actuated and Pre -timed controllers • Arterial Masters • Advance Transportation Management Systems • Distributed Traffic Management Systems • Communications Systems • Traffic Control Cabinet Assemblies • AUTOSCOPE® Wide Area Video Vehicle Detection Systems • Vehicle and Pedestrian Signals Services • Traffic Engineering, Planning and Analysis • Hardware and Software Development • Systems Integration and Test • Needs Analysis • Functional and Environmental Testing Our Mission Econolite is a customer focused provider of innovative solutions for the transportation management systems market. We are committed to employing advanced technologies with the highest level of quality, service and value to our family of employees, customers and suppliers through a process of continuous improvement. Our Promise Econolite promises leading-edge solutions with superior customer service, and delivers the highest quality products built with integrity and pride. Section — Introduction ;XECONOLITE City of Newport Beach Solutions that Move the Worlds Page 1-1 2. Project Scope and Understanding The following section is the scope of the project, as Econolite understands it. General Scope The following is a proposal to supply software, equipment and services required for the deployment of a basic icons® Advanced Traffic Management System (ATMS) to the City of Newport Beach for their new Traffic Control System (TCS). We will provide the icons software, closed circuit television module and SynchroTM module to be installed by Econolite on Econolite supplied computers provided to the city, which meet the specifications set forth in the Servers, Computers and Auxiliary Equipment section of this document. We will also provide all necessary controller and cabinet upgrades, communications equipment and integration services as described later in this proposal. With respect to this proposal, and according to the information provided by the City, they currently have 21 existing intersections operating under City control, which will be integrated into the initial phase of the upgrade project. They will also be installing one new intersection onto the system, for a total of 22. The 22 intersections to be added to the icons system have been identified with the following type of controller types. The intersections marked with an asterisk will be replaced with new cabinets. Avocado & Corona Del Mar Plaza 820A Avocado & Farallon Dr 820A Avocado & San Miguel 820A San Miguel & San Joaquin 820A MacArthur & San Miguel * 170 -type MacArthur & San Joaquin Hills 170 -type MacArthur & Bonita/Ford 820A MacArthur & Vilaggio 820A MacArthur & Bison 820A Coast Hwy & Jamboree 170 -type Coast Hwy & Irvine Terrace 170 -type Coast Hwy & Newport Center 170 -type Coast Hwy & Avocado 170 -type Coast Hwy & MacArthur 170 -type Coast Hwy & Goldenrod * 170 -type Coast Hwy & Iris Avenue New Coast Hwy & Marguerite 170 -type Coast Hwy & Poppy 170 -type Coast Hwy & Morning Canyon 170 -type Coast Hwy & Cameo Shores 170 -type Coast Hwy & Pelican Point 170 -type Coast Hwy & Newport Coast Dr 170 -type The new system will be a combination of TWP and FO, according to the drawing supplied by Iteris, and included on page 2-8 of this document. For this system upgrade, Econolite proposes to implement icons in one phase, but configuring the system for a maximum of 150 intersections, adding any remaining intersections onto the system over time. Section — Project Equipment Requirements 'ECONOLITE City of Newport Beach Page 2-1 Solutions that Move the Worlds All controllers on this project will be replaced with Econolite ASC/3 NEMA controllers or 2070L controllers loaded with ASC/3-2070 software. With respect to MacArthur @ San Miguel and Coast Hwy @ Goldenrod, the whole cabinet will be replaced with Econolite TS -2 type 2 "O" cabinets. The new cabinet location, Coast Hwy @ Iris Ave, will also be supplied with a TS -2 type 2 "O" cabinet. These NEMA cabinets are designed to be placed directly on the mounting bolts of 332 or 336 cabinets. The following upgrades are proposed. Econolite is responsible for all field modifications, including installing communications equipment, replacing controllers, and modifying existing cabinets. Pricing includes three, new additional cabinets and installation. Econolite is not responsible for any existing cabinet deficiencies or operational issues. A site survey has been conducted, with all deficiencies and issues listed, and written mutual acceptance of the survey shall be recorded prior to any work beginning. The following modifications have already been identified and will be required on this project. Section — Project Equipment Requirements ECONOLITE City of Newport Beach Page 2-2 Solutions that Move the Worldn Traffic Signal System Upgrade Project City of Newport Beach Field Controller List and Intersection Equipment Configuration Int # IP / Ethernet Communications Intersection main/cross Existing CCTV Cabinet Controller Video Upgrade Type Location Upgrade Controller Suggested Upgrade Central Communications Equipment none 1 Avocado & Corona Del Mar Plaza other Yes ASC/3-2100 2 Avocado & Farallon Dr other Yes ASC/3-2100 3 Avocado & San Miguel other Yes ASC/3-2100 4 San Miguel & San Joaquin 170 -type Yes ASC/2070 5 MacArthur & San Miguel other Yes "O" TS2-2 Yes ASC/3-2100 6 MacArthur & San Joaquin Hills 170 -type Yes ASC/2070 7 MacArthur & Bonita/Ford other Yes ASC/3-2100 8 MacArthur & Vilaggio other Yes ASC/3-2100 9 MacArthur & Bison other Yes ASC/3-2100 10 Coast Hwy & Jamboree 170 -type Yes ASC/2070 11 Coast Hwy & Irvine Terrace 170 -type Yes ASC/2070 12 Coast Hwy & Newport Center 170 -type Yes ASC/2070 13 Coast Hwy & Avocado 170 -type Yes ASC/2070 14 Coast Hwy & MacArthur 170 -type Yes Yes ASC/2070 15 Coast Hwy & Goldenrod 170 -type "O" TS2-2 Yes ASC/3-2100 16 Coast Hwy & Iris Ave NEW "O" TS2-2 NEW ASC/3-2100 17 Coast Hwy & Marguerite 170 -type Yes ASC/2070 18 Coast Hwy & Poppy 170 -type Yes ASC/2070 19 Coast Hwy & Morning Canyon 170 -type Yes ASC/2070 20 Coast Hwy & Cameo Shores 170 -type Yes ASC/2070 21 Coast Hwy & Pelican Point 170 -type Yes ASC/2070 22 Coast Hwy & Newport Coast Dr 170 -type Yes ASC/2070 23 Spare Equipment ASC/2070 (1) ASC/3-2100 (1 Econolite is responsible for all field modifications, including installing communications equipment, replacing controllers, and modifying existing cabinets. Pricing includes three, new additional cabinets and installation. Econolite is not responsible for any existing cabinet deficiencies or operational issues. A site survey has been conducted, with all deficiencies and issues listed, and written mutual acceptance of the survey shall be recorded prior to any work beginning. The following modifications have already been identified and will be required on this project. Section — Project Equipment Requirements ECONOLITE City of Newport Beach Page 2-2 Solutions that Move the Worldn Qty Equipment or Modification Cabinet Type 14 2010 ECL monitors by EDI 170 -type 7 MMU by EDI NEMA 21 Wire in Door Open PB Switch 170 -type / NEMA 21 Wire in CMU/Cab FI PB Switch 170 -type / NEMA 12 Punch Down block 170 -type / NEMA 14 Red Monitoring panel 170 -type 4 242 DC isolator Isolation module 170 -type / NEMA 12 Load switches cubed with diagnostics 170 -type / NEMA 16 222 detectors 170 -type / NEMA 7 ASC/3 D cable and connector NEMA 7 D Panel interface assembly NEMA 1 New TS2-2 "O" Cabinet assembly NEMA Including: MMU ASC/3-2100 Load switches Detectors Door Open / Flash Switches Section — Project Equipment Requirements ECONOLITE City of Newport Beach Page 2-3 Solutions that Move the Worldn Communications Scope Econolite has been providing advanced transportation management system solutions for 75 years. As system functionality and technology advances, we have been able to embrace these advancements to provide more efficient and cost effective systems. Many of the complexities and difficulties with system deployment focus on communications infrastructure, communications medium and communication hardware devices. We have determined that many of these devices/technologies may or may not be compatible with our systems and control hardware and may or may not be able to provide the correct capabilities to support our systems communications needs. Econolite engineers have spent hundreds of hours qualifying specific communications devices that will seamlessly integrate with our systems and control equipment. In this proposal, Econolite proposes specific communications technology and devices based on our evaluation relative to the proposed system requirements. As such, Econolite will take responsibility for the implementation, compatibility, and operation of the communications necessary for our systems as defined within a given proposal. Agencies that choose to provide their own communications, have a third party do so, or request Econolite to substitute devices/technology run the risk of encountering communications problems with their system. Econolite requires the use of Econolite approved third party communications devices. According to the requirements, the TCS file server and communications server are to be located at the City in the IT equipment room. Econolite will provide the central computer equipment for the icons system, compliant with the central hardware list supplied herein. Econolite proposes supplying all communications equipment except for the interconnect wire or cabling and patch panels. We propose the following: • This project consists connecting all the new ASC/3 controllers 2070L (ASC/2070) controllers directly to the Communications Server located at the City using Ethernet communications. This Ethernet connection will be established by a combination of methods. The following three methods are proposed: o Where twisted -pair copper is to remain, provide a high-speed Ethernet connection using IP- over-TWP modem equipment. o Where the above is not available or is to be upgraded, Econolite proposes to provide Ethernet radios or fiber-optic modems (provided cabling exists) at each cabinet to provide a high-speed Ethernet connection. o Either type of communications can originate at the communications server location. Conversion of any type of communications medium (IE. DSL to Radio / Radio to DSL) can be made at any field location by adding a switch at the point where the conversion is required. • Communications channels shall be set up in the ATMS so that no more than 8 controllers will exist on a single channel. With Ethernet communications these channels can co -exist on a single switch port. • Econolite will install the software, upgrade the field hardware, and install the field -to -center communications equipment, integrate 22 intersections into the proposed ATMS system, and provide systems training. NOTES: It is very important that all communications interconnect used to communicate between the field and the proposed TCS be dedicated to the icons ATMS and that the system communications will not be affected by any other users. Section — Project Equipment Requirements `'ECONOLITE City of Newport Beach Page 2-4 Solutions that Move the Worlda The scope described above is based on information provided to Econolite to date. Any changes to the scope of this project will require a new quotation. The City shall be responsible for testing all the existing copper for proper connectivity and conductance. This scope is based on information provided to Econolite. In the event that (a) alternate means of communications (IP radio / fiber- optic) are desired, or (b) any cut, damaged, and/or otherwise unusable required TWP circuit necessary for the proposed Ethernet communications system will be the responsibility of the City to repair or replace. Any repair/replacement effectively delaying the project shall be added to the proposed project schedule. The City shall not withhold payment for work performed for material on hand due to unforeseen communications issues which are not directly related to Econolite equipment or work. This proposal reflects the design considerations proposed by the City's selected communications consultant, as outlined on page 2-8 of this document. Description of electrical and hardware requirements for the project Servers, Computers and Auxiiiar EquiDment In order to meet the requirements of the City of Newport Beach, the icons system requires one (1) file/applications server, one (1) communications server, two (2) workstation computers, one (1) laptop computers, and the central communications equipment as listed in the Hardware Equipment List included in this proposal. Econolite will be providing the equipment and software as detailed in the included list. The system hardware will be configured, software installed and tested in our Colorado Springs, CO Engineering facility. An Econolite systems engineer will assist the City's IT personnel in integrating the new icons system LAN (workstations and servers only — field communications will be kept separate) with the City's LAN if needed. All virtual private network connections and wide area network connections to the new icons network are the domain and responsibility of the City's MIS/IT personnel. Econolite can provide network configuration diagnostics or design assistance if required to integrate the new icons network to the City's existing network by Econolite engineers, at a rate of $175.00 per hour. Should the City of Newport Beach chose to procure the computer equipment through other channels, the City shall be responsible for the cost of shipping the equipment to and from the Econolite, Colorado Springs facility. Central Computer Equipment List — minimum requirements Item Device Description Quantity 1 Application / File Server PowerEdge 2950, Dual Core Intel® Xeon® 5130, 41VIB Cache, 2.00GHz, 1333MHz FSB 1 Single Processor only 2GB 533MHz (4x512MB), Single Ranked DIMMs Windows Server® 2003 R2, Standard Edition, Includes 5 CALs 1x6 Backplane for 3.5 -inch Hard Drives PERC 5/i, x6 Backplane, Integrated Controller Card Integrated SAS/SATA RAID 5, PERC 5/i Integrated 4 - 73GB SAS, 3.5 -inch, 15K RPM Hard Drive [Standard] Riser with 3 PCIe Slots Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm,Universal Broadcom TCP/IP Offload Engine Not Enabled PowerVault 100T, DAT72 Tape Backup, 36/72GB, w/Controller, Internal Section — Project Equipment Requirements �ECONOLITE City of Newport Beach Page 2-5 T.;.done that Move the Worldm Item Device Description Quantity Symantec Backup Exec v11d Server Suite Electronic Documentation and OpenManage CD Kit Microsoft® SQL ServerTm 2005 Standard (5 CAL),OEM,NFI 3Yr SILVER ENTERPRISE SUPPORT: 7x24 HW/SW, NBD Onsite 24X IDE CD-RW/DVD ROM Drive No Floppy Drive for x6 Backplane No Mouse Option US Robotics External dialup modem 1 KVM Switch Cable 2 10 foot Cat 5 Lan Cable 1 2 Comm. Server or Term Svr PowerEdge 1950, Dual Core Intel® Xeon® 5160, 4MB Cache, 3.00GHz, 1333MHz FSB 1 Windows Server® 2003 R2, Standard Edition, Includes 5 CALs Single Processor only 2GB 533MHz (4x512MB), Single Ranked DIMMs Broadcom TCP/IP Offload Engine Not Enabled Riser with 2 PCIe Slots 36GB, SAS, 3.5 -inch, 15K RPM Hard Drive PERC 5/i, Integrated Controller Card No Mouse Option Dual Embedded Broadcom® NetXtreme 11 5708 Gigabit Ethernet NIC Dell Remote Access Card, 5th Generation for PowerEdge Remote Management 24X IDE CD-RW/DVD ROM Drive for PowerEdge Servers, All OS Rack Bezel 1x2 Backplane for 3.5 -inch Hard Drives Electronic Documentation and OpenManage CD Kit 36GB, SAS, 3.5 -inch, 15K RPM Hard Drive Integrated SAS/SATA RAID 1, PERC 5/i Integrated Rack Chassis w/Sliding Rapid/Versa Rails and Cable Management Arm, Universal 3Yr SILVER ENTERPRISE SUPPORT: 7x24 HW/SW, NBD Onsite Redundant Power Supply with Y -Cord KVM Switch Cable 2 10 foot Cat 5 Lan Cable 1 3 Workstations Dell Precision Workstation 490 Desktop, Dual Core Intel® Xeon® Processor 5160 3.00GHz, 4MB L2,1333 3 Genuine Windows® XP Professional, SP2 with Media 128MB PCIe x16 nVidia Quadro NVS 285, Dual DVI or Dual VGA Capable 1GB, DDR2 SDRAM FBD Memory, 533MHz, ECC (2 DIMMS) 80GB SATA 3.OGb/s,7200 RPM NCQ Hard Drive with 8MB DataBurst CacheTM 48X/32X CD-RW/DVD Combo Drive with Cyberlink Power Section — Project Equipment Requirements 'ECONOLITE City of Newport Beach Page 2-6 Solutions that Move the Worldf' Item Device Description Quantity DVD TM Dell 24 inch UltraSharpTM 2407FPW-HC Widescreen, adj stand, VGA/DVI USB Entry Quietkey, No Hot Keys Dell USB 2 -Button Mechanical Mouse with Scroll Quick Reference Guide Resource CD - contains Diagnostics and Drivers 3 Year Economy Plan CD-R/RW Software 3 30 Foot Cat 5 LAN Cable 3 Transient Protection Power Strip 3 4 Central System Equipment UPS, 2200 Watt 1 Cisco 24 port 1 Gbps LAN Switch - Model 3560 - P/N WS -C3560- 24PS-S 1 ServSwitch 4 Port KVM Switch 1 Accutime 2000 Time Synchronization Kit 1 Telephone Surge Prot. 4 -port 1 17" SVGA Monitor 1 Adesso Rackmount Keyboard Drawer with built-in Touchpad 1 Cat 5 LAN Cable 1 Misc 1 5 Central Comm Equipment Single Bay System 90 Rack 1 Foundry FESX424HF (1Gig-E Copper Port & 20 Ethernet Fiber Ports 1 6 Laptop Latitude ATG D620, Intel Core 2 Duo T7200, 2.00GHz, 667Mhz 4M L2 Cache, Dual Core 222-7258 1 Genuine Windows® XP Professional, SP2, with media NTFS File System for all Operating Systems 14.1 inch Wide Screen WXGA RGDLCD for Latitude ATG D620 311-6939 Standard Touchpad 1.OGB, DDR2-667 SDRAM, 1 DIMM 80GB Hard Drive, 9.5MM, 7200RPM Dell Wireless 5700 (CDMA EVDO)Built-in Mobile Broadband Mini -Card for Verizon Wirelessservice, Latitude 430-1489 8X DVD+/ -RW with Roxio CreatorDell Edition Digital Media andC berlink Power DVD, for Latitude 120E 313-3883) Intel® Integrated Graphics Media Accelerator 950 Internal English Keyboard 6 Cell Primary Battery 90W A/C Adapter Floppy Drive Section — Project Equipment Requirements ''ECONOLITE City of Newport Beach Page 2-7 Solutions that Move the WorldA� Field Equipment All NEMA controllers will be replaced with ASC/3 NTCIP Level 2 Ethernet capable controllers. The 170 -type controller will be replaced with a 2070L controller, loaded with ASC/3-2070 software. According to the City's documentation the following controller upgrades are required: 13 Controller replacements to 2070L and ASC/3-2070 for the existing 170 -type cabinets 6 Controller replacements to ASC/3 for the existing NEMA cabinets 2 Cabinet replacements w/ ASC/3 controllers 1 New Cabinet Installation (equipment only) Communications between intersections will require the following equipment in order to provide adequate connectivity from the City TMC to each of the intersections. Wherever TWP is listed under Cabinet Interconnect, two pairs of the existing copper will be reserved for the VDSL modems, which will replace FSK communications. Any proposed Camera locations will utilize Fiber Optic interconnect. The required cabinet equipment is defined in the chart below: Section — Project Equipment Requirements =�ECONOLITE City of Newport Beach Page 2-8 Solutions that Move the World`= Item Device Description Quantity Quick Reference Guide Targus Sports Backpack, fits up to 15.4 in. 3 Year Economy Plan Field Equipment All NEMA controllers will be replaced with ASC/3 NTCIP Level 2 Ethernet capable controllers. The 170 -type controller will be replaced with a 2070L controller, loaded with ASC/3-2070 software. According to the City's documentation the following controller upgrades are required: 13 Controller replacements to 2070L and ASC/3-2070 for the existing 170 -type cabinets 6 Controller replacements to ASC/3 for the existing NEMA cabinets 2 Cabinet replacements w/ ASC/3 controllers 1 New Cabinet Installation (equipment only) Communications between intersections will require the following equipment in order to provide adequate connectivity from the City TMC to each of the intersections. Wherever TWP is listed under Cabinet Interconnect, two pairs of the existing copper will be reserved for the VDSL modems, which will replace FSK communications. Any proposed Camera locations will utilize Fiber Optic interconnect. The required cabinet equipment is defined in the chart below: Section — Project Equipment Requirements =�ECONOLITE City of Newport Beach Page 2-8 Solutions that Move the World`= Communications Equipment IP / Ethernet Communications Intersection main/cross Existing Controller Upgrade Controller Suggested Upgrade Controller Comm Modules RuggedCom Switch or RS900L or RS930L Ethernet CablFCle A01041 Central Communications Equipment none Avocado & Corona Del Mar Plaza other Yes ASC/3-2100 Ethernet 1 1 Avocado & Farallon Dr other Yes ASC/3-2100 Ethernet 1 1 Avocado & San Miguel other Yes ASC/3-2100 Ethernet 1 1 San Miguel & San Joaquin 170-type Yes ASC/2070 None 1 1 MacArthur & San Miguel other Yes ASC/3-2100 Ethernet 1 2 MacArthur & San Joaquin Hills 170-type Yes ASC/2070 None 1 1 MacArthur & Bonita/Ford other Yes ASC/3-2100 Ethernet 1 1 MacArthur & Vilaggio other Yes ASC/3-2100 Ethernet 1 1 MacArthur & Bison other Yes ASC/3-2100 Ethernet 1 1 Coast Hwy & Jamboree 170-type Yes ASC/2070 None 1 1 Coast Hwy & Irvine Terrace 170-type Yes ASC/2070 None 1 1 Coast Hwy & Newport Center 170-type Yes ASC/2070 None 1 1 Coast Hwy & Avocado 170-type Yes ASC/2070 None 1 1 Coast Hwy & MacArthur 170-type Yes ASC/2070 None 1 2 Coast Hwy & Iris Ave New Yes ASC/3-2100 Ethernet 1 1 Coast Hwy & Goldenrod 170-type Yes ASC/3-2100 Ethernet 1 1 Coast Hwy & Marguerite 170-type Yes ASC/2070 None 1 1 Coast Hwy & Poppy 170-type Yes ASC/2070 None 1 1 Coast Hwy & Morning Canyon 170-type Yes ASC/2070 None 1 1 Coast Hwy & Cameo Shores 170-type Yes ASC/2070 None 1 1 Coast Hwy & Pelican Point 170-type Yes ASC/2070 none 1 1 Coast Hwy & Newport Coast Dr 170-type Yes ASC/2070 none 1 1 Spare Equipment None none Section — Project Equipment Requirements ECONOLITE City of Newport Beach Page 2-9 Soludona that Move the Worlda System Intersection Layout NAVTEQ ON 8WD 4 a trademark of NAVTEQ. ® 2005 NAVTEQ. AU Rids Reserved © Gamin Ltd. or its subsidiaries 1995.2006 Section — Project Equipment Requirements ECONOLITE City of Newport Beach Page 2-10 Solutions that Move the Worldn System Architecture riw•a '� 'R=e. } _ 11 xlw.e�ll •rs v,.[nm 11 _ t �^M,�MACARTHUR r•'•••• -- i 1 i rt Beach, CA System C'( 1 ,... I -a� Sze "'"'•"""'"' COASTHIGHWAY ________________________________________________________ 1; DEPARTMENT 1 WnA<ntation t esxsm.r�rw CITY HALL Newport Beach System Architecture — Phase 1 LEOENO FIUer for Etb-12 FF ShF) FbN Orop CW7 (2 016 Shands) — — — — EXIOr' %1 M Poi for E"* -71I I P") N- Pah hr s`) --t f I PNr) CM 6 N.'-, Figure 7.3 The foundry switch will be installed by Econolite, as long as we have access to the equipment rack at the Library. Otherwise, the City's IT department will need to install the switch and make the necessary connections. Section — Project Equipment Requirements '�ECONOLITE City of Newport Beach Page 2-11 Solutions that Move the WorldA 3. Installation and Integration Overall System Integration This item includes software license fees for three icons workstations (desktops and laptops), one traffic application/file server and one communications server license. All items have a one year warranty. The Communications Server license covers up to 250 intersections operating from a single communications server computer (expandable beyond 250 intersections with additional software licenses and hardware). The standard protocol for this system will be NTCIP. Econolite Control Products, Inc.'s systems engineering team provides an extensive process for system installation, initialization, testing and acceptance. An Econolite Project Manager, Jason Hann, will manage the new system from its earliest stages of contract signing all the way to final acceptance. Econolite will also supply one licensed copy of Econolite's Aries® Data Manager software, to be loaded on 1 computer and used to configure the ASC/3 controllers prior to deployment to the field. This software is licensed for a single computer only, and allows the user to upload/download databases while directly connected to the controller. Software Integration Factory performance testing is performed at the Econolite Colorado Springs, Colorado Facility. There, an Econolite team of engineers will assemble the system hardware, install the software, test the system components (using standard system test documents), prepare the system graphics for one (1) base map, one (1) area map, and twenty-two (22) standard intersection displays, and document the final system (all hardware configurations). The base map and area map will be developed from an appropriate map graphics file supplied by the City of Newport Beach in a file format compatible with the icons graphic editor (BMP or WMF). After completion of the Econolite standard system performance tests, the system will be disassembled, packed and shipped to the job site. A member of the Econolite system engineering team will arrive on site to unpack, reassemble and test the system. Performance testing of the system and the interconnect infrastructure will be conducted by communication testing (upload / download / status checking) to an initial twenty-two (22) 2070L or ASC/3 controllers. This proposal includes labor and expenses for one week for installation and intersection integration. All communications channels should be tested, and any cabinet installations should be completed by the City, prior to the arrival of system engineering. Any additional time necessary to integrate the intersections will be billed separately at $175.00 per hour, plus travel expenses. Acceptance testing will consist of an operational demonstration to the customer of all major software components using a standard system acceptance test developed by Econolite. Software Training System training will be scheduled after the system engineering team has the system functionally operational. Our quote for this project includes one week of initial training, for up to 32 hours, on the icons® system. This is the minimum amount of time required for the initial training and will include instruction on system hardware, system operation, and system administration. The course outline is included at the end of this proposal. Training will be conducted at Econolite's Anaheim facility for up to ten people. The training will be conducted on four consecutive days. Section — Installation and Integration `�'ECONOLITE City of Newport Beach Page 3-1 Solutions that Move the World& Follow up training can be scheduled once the City has had a chance to use the system and become familiar with the areas where they may benefit from additional instruction. Agendas and time frames can be negotiated at any time. Training Schedule Day 1: Introduction to icons®', System Overview and Summary. 1.5 HRS. This session will review the System Hardware, System Software, icons Traffic Management System capabilities and features, and a brief tour of the Traffic Management System Workspace. How to Log -On to Windows® for both remote (Dial -Up) and local workstations, launching the ITMS Client application, logging on to icons® accessing system graphics and an explanation of the workspace components will be discussed. Using the kone Advanced Traffic Management System. 6.5 HRS. This session will consist of a comprehensive review of the workstation software suite. During the class, each menu item in the ITMS Client application will be reviewed. Each attendee will be afforded the opportunity to use the system software to perform various tasks and operations. Day 2: Using the icons® system (continued from Day 1) 8.0 HRS Day 3: Using the icons® system (continued from Day 2) 4.0 HRS Using the icons Graphic Editor. 4.0 HRS. This session will cover the use of the icons Graphic Editor Software. During the class, attendees will be walked through the various menu entries and features of the Graphic Editor package. Practical application of the editor will be demonstrated by modifying one of the system graphics and creating a new graphic using one of the template graphics supplied with the editor. Day 4: System Administration: Windows® Security 8.0 HRS. (1.0 HR.) This session will provide a general overview of the Windows security system as well as creating and removing user accounts to and from the system. Each attendee will have the opportunity to add or remove a user account to / from the system. The Windows® Event Logs icons is a registered trademark of Econolite Control Products, Inc (0.5 HR.) Section — Installation and Integration 'ECONOLITE City of Newport Beach Page 3-2 Solutions that Move the Woridn' This session will cover both the System and Application Event Logs within Windows. Specific items appearing within the logs will be discussed and their relationship to system performance will be reviewed. Database Backups (0.5 HR.) This session will review how the system backs -up the SQL Databases and the required operator actions. Software Installation Procedures (2.0 HRS.) This session will review the procedures used to install the icons Traffic Management System Software on a target computer. Additionally, general setup requirements for each "type" of computer will be reviewed. The icons® Server software suite (2.0 HRS.) This session will review the function of each component comprising the server software suite. Each INI file used by an icons® component will be reviewed in detail. The NT Registry will also be reviewed for those ITMS Services that use the registry to configure their operation. This session will also cover the Administration menu items associated with the ITMS Client application. Adding and deleting users to and from the icons® system and assigning user privileges will be reviewed. Using the System Configuration editor to alter the system Zone and Section layout will also be reviewed. icons System Configuration and Troubleshooting (2 HRS.) This session will review the system hardware and cabling. General functions of each piece of equipment will be covered and the potential impact of equipment faults will be discussed. The LAN and TCP/IP portion of the session will review the basic setup and configuration of the Local Area Network. General network troubleshooting tools and procedures will be reviewed. This session will also review the ITMS COMM TEST, NTCIP COMM TEST and COMM MANAGER WIN SPY applications included with the Traffic Management System. Section — Installation and Integration 'ECONOLITE City of Newport Beach Page 3-3 Solutions that Move the WorldR Project Integration Schedule Below is a schedule defining the project tasks and proposed timeline. Some tasks can run concurrently, but the overall timeframe should be less than 120 days, after Econolite Control Products receives the notice to proceed. Task Name Duration Newport Beach, CA icons® Project 120 days Notice to proceed 0 days Field equipment installation 70 days Communications equipment procurement 4 wks Controller/ cabinet upgrades 4 wks Field testing 1 wk icons installation 90 days Procure equipment 4 wks Receive main map and intersection graphics from City 2 wks Generation of main map and 22 intersection displays 3 wks Configure equipment (in house) 2 wks Factory Acceptance test (in house) 1 wk Ship equipment to project site 1 wk Installation and integration (on site) 2 wks Acceptance testing ( on site) 1 wk Training 1 wk Section — Installation and Integration ECONC�LITE City of Newport Beach Page 3-4 Solutions that Move the Worid;t 4. Integrated Closed Circuit Television (CCTV) Module Included Option The optional icons CCTV -IP module consists of video servers (Broadware Media Server and Command Server) and video server software packages that provide integrated system -wide distributed video and camera management over local and wide area IP networks, and is licensed for up to 10 cameras. The Media server purpose is to retrieve the video from the field, make the video available to icons. The Command server is responsible for retrieving the video from the Media server and "pushing" to the wall monitors. Additional cameras may be added by increasing the camera licenses. This module takes advantage of the latest developments in streaming video technology and is based on an advanced Interactive Media Server. Video is encoded at the source using low cost digital encoders or IP cameras from vendors such as Axis, VCS and Pelco. Most of these encoders offer the ability to set the image size, quality, and frame rate. The Interactive Media Server then manages and distributes the encoded video allowing transmission of the video to multiple viewing clients simultaneously. This license price covers up to 10 cameras or video streams and the video server. Access to the icons CCTV -IP module is controlled by privileges associated with operator IDs. All cameras connected to the icons system are represented by objects on the system map. Using the CCTV -IP module, system operators at the TMC or anywhere on the system's network can click on a camera object on the system base map and view video from that camera and control the camera position (pan, tilt, and zoom). icons Workstations 101100BaseTx ,itch 10 f Broadware ' I Video Med la Server t, System Network 1 fi RuggedCom Switch Broadware Video Command4 Server Wall Monitors Field Network (not Included In proposal) ,; EnVida coders 1 1 1 Analog Cameras Fixed cameras images, such as those from video detectors, can also be viewed At this time the icons CCTV -IP module supports Pelco and Cohu cameras together with video encoders from Axis, VCS, and Pelco (PelcoNet). This proposal includes all the equipment necessary to view video from icons or from wall monitors, but DOES NOT include the wall monitor, themselves. Section — Integrated Closed Circuit Television (CCN) ECONOLITE City of Newport Beach Page 4-1 Soludone that Move the Worldg, This proposal includes all equipment to install 2 camera locations onto the CCTV -IP module, as listed below. Video wall equipment is not included in this price proposal. Section — Integrated Closed Circuit Television (CCN) '�ECONOLITE City of Newport Beach Page 4-2 Solutions that Move the Worlds CCTV Module Item Description Qty Up to ten cameras Central Equipment & Software 1 Broadware Media Server (BMS) w/ Software & 10 Camera License 1 Broadware Command Server (BCS) — includes 1 BCS Client License 1 Broadware BCS Client Licenses (1 required for each wall monitor) 3 2 icons CCTV License Fee 1 Field Equipment 3 Cameras - Pelco Pelco SD435-PG-E1 Spectra IV SE Color PTZ Dome Camera Pendant Environmental, 35x Optical Zoom 2 Camera Power Supply, 1 output 4 amps, 120/240vAC 2 Pole mount adapter 2 4 Encoders Axis single port video sever to be used with Media Server 2 Axis four port video server to be used with Media Server 0 Camera Interface Panel (ACIP -1) 0 Camera Interface Panel (ACIP -4) 0 Cat 5 Jumper Cable 2 Video wall equipment is not included in this price proposal. Section — Integrated Closed Circuit Television (CCN) '�ECONOLITE City of Newport Beach Page 4-2 Solutions that Move the Worlds 5. SynchroTM Module Included Option The icons system supports an optional interface to the SYNCHROTM signal timing optimization software. This interface provides the ability to transfer Econolite ASC/2 or ASC/3 controller phase and coordination data to/from SYNCHRO. The icons SYNCHRO interface provides the ability to save controller phasing and timing data in the Universal Traffic Data Format (UTDF). Once saved in this format, the data can be imported and opened in the SYNCHRO application for off-line analysis and optimization. The icons SYNCHRO interface also provides the ability to import SYNCHRO timing plan data saved in the UTDF format into the native ASC/2 or ASC/3 controller format for use within the system. After transfer to the ASC/2 or ASC/3 controller database, the new timings can be downloaded to the local controller by the icons operator. The SYNCHRO interface is not part of the basic icons system and requires additional licensing. Pricing for this module has been included as a separate line item. Section — SynchroTM Interface=ECONOLITE City of Newport Beach Sofutione that Move the World" Page 5-1 S. Warranty and Support Product Warranty Certificate Below, is an example of the Warranty Certificate provided with every controller supplied by Econolite. This is only a sample. Actual certificates will be provided upon delivery of equipment. Section - warranty Certificate EECONOLITE City of Newport Beach Page 6-1 Solutions that Move the World»` WARRANTY ECanafta Control Product$ Inc. (Econolite) warrants the products listed to theori Inal purchasing agency (Purchaser) for a period of two J2I year from date of shipment, to be free from defects in material or workmanship and to be of the kind and quality designated or specified in the contract. If Econol to installs the equipment or supplies technical direction or installation by contract, the warranty period shall run frau the completion of Installation, provided same is mat unreasonably delayed by the Purchaser. Econolite is not responsible for damage caused by negligence, acts of God, or use of equipment In a manner not originally intended. If the equipment delivered hereunder does not meet the above warranty, and if the Purchaser promptly notifies Econolite, Econolite shall thereupon correct any defect, Includingg non-conformance with specill cations, either (at its option) by repairing any darective or damaged parts of the equipment or by making Econolite's available at plant necessary repaired or replacement parts. The liability of Econolite under this warranty, for any loss or damage to the equipment whether the claim is based on contract or negliggence, 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 ,ability shall terminate. The foregoing shall constitute the exclusive remedy of the Purchaser and the exclusive liability of EconoYte. THE EXPRESS WARRANTY SET FORTH IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY ECONOLITE. ECONOLITE MAKES AND PURCHASER RECEIVES NO OTHER EXPRESS WARRANTY AND NO IMPLIED WARRANTIES. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. THE STATED EXPRESS WARRANTY 13 IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF ECONOLRE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE, DELIVERY, OPERATION OR USE OF THE GOODS, The warranties set forth herein shall be void if the goods have been (1) repaired or altered outside of ECallalits'S facilities, (2) subjected to misuse, negligence, in than accident or operated other normal and proper use and service, or (3) connected, installed or adjusted in a manner not in accordance with Econollte's Instructions. This warranty does not extend to products not manufactured by Econalfte. Econolite has the sole right to determine whether or not an item is covered under our warranty policy. To obtain service under this warranty, deliver the product to the factory at the address listed below. When returning products to Econolite, the following steps fI should be taken: Obtain a Return Authorization (RA) number from your local Econolite representative I I Pack In oripfinal (or equivalent) shipping container List on packing sheet Inside shipping container, the RA number, your purchase order number, and description of problem Insure the packagge (or assume the risk of lossidamage during shipment) Ship to nearest Econollte service location prepaid. Econolite will pay the return shipping charges. i Econolite Control Products, Inc. Econolfte Control Products, Inc. Attn: Service Department Attn: Service Department i 3360 E. La Palma 212 San Marco Avenue Suite B Anaheim, California 92806 3t. Augustine, Florida 32084 ECONOLITE PRODUCTS COVERED UNDER THIS WARRANTY INCLUDE I ASC/2S — ASC/2M — CBD6000 — ATC2070 — AUTOSCOPE PRODUCTS — MMU — CMU — BIU — 56K MODEM i i 2 Year Warranty Doc# C10063 ECOIVOLITE 0209Rev A N T R O L P R O C U C T S, I N C. Section - warranty Certificate EECONOLITE City of Newport Beach Page 6-1 Solutions that Move the World»` Software Warranty Econolite Control Products, Inc. (Econolite) warrants the icons software components licensed to the original purchasing agency (Purchaser) for a period of one (1) year from date of customer acceptance, if Econolite installs the software or supplies technical direction or installation by contract. The warranty period shall run from the completion of installation, provided same is not unreasonably delayed by the Purchaser. Econolite is responsible for warranting the software in accordance to published icons specifications. Econolite is not responsible for non-conformance caused by negligence, acts of God, or use of software in a manner not originally intended. If the software delivered hereunder does not meet the above warranty, and if the Purchaser promptly notifies Econolite, Econolite shall thereupon correct any defect, including non-conformance with published icons specifications, either (at our option) by correcting defective software or modifying the software to meet specifications. The liability of Econolite under this warranty, for any loss or damage 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 the Purchaser and the exclusive liability of Econolite. THE EXPRESS WARRANTY SET FORTH IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY ECONOLITE. ECONOLITE MAKES AND PURCHASER RECEIVES NO OTHER EXPRESS WARRANTY AND NO IMPLIED WARRANTIES. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF ECONOLITE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE, DELIVERY, OPERATION OR USE OF THE GOODS. The warranties set forth herein shall be void if the software has been (1) altered outside of Econolite's facilities, (2) subjected to misuse, negligence or operated in other than normal and proper use and service, or (3) installed or adjusted in a manner not in accordance with Econolite's instructions. This warranty does not extend to software not developed by Econolite. Econolite has the sole right to determine whether or not an item is covered under our warranty policy. Service and Support With keeping to our company promise, we will make every effort to provide quick and immediate service and support for any problems or issues that the City may encounter. This may involve troubleshooting by telephone, email or other communications methods (remote access), or may be handled by field visits by technicians if we are unable to resolve the problem remotely. For any trouble reports that are received after normal business hours, we will respond with a telephone call and email confirmation from one of our technicians within one business day of receiving the message. If he is unable to resolve the issue, a visit will be scheduled. We cannot guarantee a time frame on the field response, but we will make every effort to respond to any issue as quickly as possible. Section — warranty Certificate 'ECONOLITE City of Newport Beach Page 6-2 Solutions that Move the Worldn 7. Price Summary General Proposal Summary The main proposal includes pricing for connecting 22 intersections either by Ethernet over copper or wireless Ethernet to the icons system. The main also proposal includes the following: • icons Central Traffic Management System • SynchroTM Interface Module • CCTV Module (10 camera license) The computer hardware either provided by Econolite will include licenses for: 1 — File/Application Server 1 — Communication Server 2 — Workstations 1 — Laptop There are (2) proposed CCTV locations to be installed with necessary communications and camera equipment for the optional CCTV module. Clarifications Basic icons system The Basic icons system price includes supplying the software and services required for the deployment of a basic icons Advanced Traffic Management System to the City of Newport Beach. We will provide the icons software to be installed by Econolite engineers. We will also provide integrations services as described in this proposal. The Basic icons system will be supplied in one phase, which includes the base map, area map, 22 intersection displays, CCTV module and SynchroTM Module, as well all training and integration required to set up, configure and begin operating the system. Attachment A — Acceptance Test ECONOLITE City of Newport Beach Page 7-1 Solutions that Move the WorldR Overall Price Summary System Upgrade Price (22 Intersections)....................................................$492,600.00 Includes: 1. Basic icons system................................................................................... $228,100.00 a. Computers (servers, workstations, laptops, etc.) ................. $38,400.00 b. Server / Computer Configuration & Installation .................. $189,700.00 • 90% Payable upon Delivery ..............................$205,290.00 • 10% Payable upon Acceptance............................$22,810.00 2. Field Equipment (controller replacements and module upgrades)... $201,228.00 24 Controller Replacements (including 2 spares) ................ $81,600.00 2 Cabinet Replacements.................................................... $36,300.00 1 New Cabinet Installation (equipment only) ...................... $18,150.00 Field Modification Equipment .......................................... $65,178.00 • 90% Payable upon Delivery .............................. $181,105.20 • 10% Payable upon Acceptance.............................$20,122.80 3. Communications Equipment (modems, switches, etc.) ....................... $37,400.00 22 RuggedCom 900 series switches & Installation ..............$37,400.00 • 90% Payable upon Delivery ................................$33,660.00 • 10% Payable upon Acceptance...............................$3,740.00 4. Field Modification / Communications Labor .......................................... $25,872.00 • 90% Payable upon Delivery ................................$23,284.80 • 10% Payable upon Acceptance...............................$2,588.00 5. CCN Module Price (10 Camera License) ................................... $45,900.00 Includes all equipment and Integration Broadware video servers and all applicable licenses Video and Communications Equipment for 2 Camera Locations • 90% Payable upon Delivery ...............................$41,310.00 • 10% Payable upon Acceptance..............................$4,590.00 Attachment A — Acceptance Test WECONOLITE City of Newport Beach Solutions that Move the Worldft Page 7-2 6. Synchro® Interface Module...........................................................$20,000.00 • 90% Payable upon Delivery .............................$18,000.00 • 10% Payable upon Acceptance...........................$2,000.00 Labor, Materials & Performance Bond ............................................ $8,639.54 • 100% Payable upon Issuance of Bond ............ $8,639.54 Estimated Shipping ..................... $2,767.50 Estimated Tax (7.75%) .............$14,702.08 Total Proposal Price ................$584609.12 Terms and Conditions • Payment terms net 30 days • All shipments are FOB Anaheim, CA. Attachment A — Acceptance Test - ECONOLITE City of Newport Beach Page 7-3 Solutions that Move the World>r Exhibit B: Sample System Acceptance Test icons ATMS System Acceptance Test Procedure Newport Beach, California Date of Performance: Performed By: Witnessed By: Exhibit B — Acceptance Test 7WECONOLITE City of Newport Beach Page i Solutions that Move the Worlds' ASC/3 Controller Basic Setup and Configuration ASC/3 Controller: 1. Set Coordinator Options [Main--�Coordinator--�Options]: a. Set Interconnect Format to PLAN. b. Set Interconnect Source to NIC. 2. Set Port 3 parameters [Main--)Config--Port3]: a. Set protocol to NTCIP. b. Set NTCIP Address (not "Telemetry Address"). c. Set NTCIP Response Delay to 1. d. Set NTCIP Drop Out Time to 60. e. Set to full duplex. f. Set the data rate to 38400 BPS. g. Set the data, parity, stop bits to 8,N,1 (not 8,0, 1). h. Enable the port. iconsTM Workstation Setup 1. Ensure the controller types is ASC/3 [Admin/Configuration]. 2. Graphics for the system will not be available until formatting of files is iconsTMCommunications Server Setup 1. Verify ITMSCOMM parameters in the ITMSCOMM.INI for the Field Communication Circuits (Communications Server): a. Protocol = NTCIP 2. b. Primary Poll Message = NTCIP _PRI. c. Secondary Poll Message = NTCIP—SEC. d. Primary Poll Period = 1. e. Secondary Poll Period = 60. f. Secondary Poll Mode = STAGGERED. g. Transmit Overlap = NONE. h. Soft Failure Count = 5. i. Media Type = UDP. j. Line Speed = 38400. k. Line Bits = 8. 1. Line Parity = NOPARITY. m. Line Stop Bits = ONESTOPBIT. n. Turnaround Delay = 0. o. Write and Read timing parameters are set to values of 10, 30, 0, 0 and 100 respectively. p. No Poll Read Total Timeout = 1000. q. Controller Drops are correctly programmed for each channel. r. Controllers are enabled and their respective Comm. Addresses are correct. 2. Verify ITMS RELAY parameters in the ITMSRELAY.INI (Communications Server 1): Exhibit B — Acceptance Test NECONOUTE City of Newport Beach Page ii Sckzuone that Move the worlds a. All Controllers are assigned to NTCIP_ASC2B_R1A protocol profile. b. [packetl] consists of the following NTCIP objects: i. PHS—GRN-1 (phase 1-8 green and yellow status). ii. PED_1 (phase 1-8 walk and ped. clear status). iii. unit flash iv. coord_pat_status v. short_ alarm_ status vi. asc_trans_status vii. asc_preempt_status viii. veh_det_1 ix. veh_det_2 x. phs_call _I xi. phs_next_1 xii. pedcall_I xiii. alarm _state_1 xiv. spec_func_1 xv. spec _func_2 xvi. spec _func_3 xvii. spec _func_4 c. [packet2] consists of the following NTCIP objects: i. unit_download—request d. [NTCIP_Primary_Polling_Message] is assigned to all controllers as packetl. e.[NTCIP_Secondary_Polling_Message] is assigned to all controllers as packet2. f. [NTCIP_Setup]: i. Retry_Count = 3. ii. VOS_Period = 60. 3. Verify Detector Mapper parameters in the DM.INI (File Server): a. Unit of Measurement = 1 (Feet) b. Average Detection Zone Length = 6.5 (feet). c. Average Vehicle Length = 16.5 (feet). d. VOS Collection Period = 300 (seconds). 4. Verify Alarm parameters in the ALARM.INI (File Server). a. CommPort = COM3. Exhibit B — Acceptance Test ECONOLITE ii Page iii City Newport Beach Solutions that Move the WorldA Systems Acceptance Test Procedures Task Pass/ Item Action Result Comments Number Fail SQL SERVER AND DATABASE OPERATIONS Verify that Microsoft SQL The software is installed. 1.1 Server 2005 has been SQL Server installed on the Traffic software. Application / File Server computer. 1.1.1 Verify that the SQL Server The log should show software is running and MSSQL Server SQL Server operating normally by Application. software. examining the Application Event Log. 1.1.2 Launch the SQL Server The SQL Enterprise Enterprise Manager utility Manager Console Window from the Start Menu I opens. SQL Server Programs I Microsoft SQL software. Server I Enterprise Manager option. Connect to SQL. 1.1.3 Expand the "Tree" view in The graphic the left windowpane to representation of the show the (Local) computer contains a SQL Server (Windows NT) computer. Green Right Arrow to software. indicate that SQL Server is running on the computer. 1.2 Continue to expand the The database tree shows "Tree" in the left window the databases. SQL Databases. for (Local) (Windows NT) DATABASES. 1.3 Collapse the tree for the The right window Databases and expand indicates Database SQL Database the tree for Management. Maintenance Plan 1. Maintenance Select Database Plans. Maintenance Plans from the Management tree. Exhibit B — Acceptance Test 'ECONOLITE City of Newport Beach Page iv Solutions that Move the Worlds' Task Pass/ Item Action Result Comments Number Fail 1.3.1 Double click on Information about Maintenanceplan1 in the Maintenance plant left window. appears in the right window. SQL Database The Maintenance Plan is Maintenance set to backup the Plans. databases. Database Backups are performed every Sunday at 2:00 AM. 1.4 Close SQL Server Enterprise Manager and launch Windows Explorer. The folder contains Expand the tree to locate backups of the selected Database the folder "C:\Program databases Backups. Files\Microsoft SQL Server\MSSQL1 \BACKUP \Icons\" and display the contents of that folder. icons• Log on to the The entry indicates that OPERATION 2.1 Communication Server the ITMS computer and go to the Communications service Control Panel I is set to Manual start type ITMS Administrative Tools and that the service has Communications Services window. started. Service. Scroll through the services list and locate the entry for ITMS Communications. 2.1.1 Examine the Application The event detail indicates Event Log for and entry: that the service started ITMS Source - ITMS, Category successfully. Communications - Communications, Event Service. - 150, and examine the event detail. Exhibit B — Acceptance Test —NECONOLITE City of Newport Beach Page v Solutions that Move the WorldA, Task Pass/ Item Action Result Comments Number Fail 2.2 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS Time Broadcast Services window on the service is set to Manual ITMS Time Communication Server. start type and that the Broadcast Scroll through the service has started. Service. services list and locate the entry for ITMS Time Broadcast. 2.2.1 Examine the Application Time has been The broadcast interval Event Log and locate the successfully broadcast on (frequency) may be most recent entry, all applicable channels. determined by Source: ITMS Time examining the ITMS Time Broadcast; Category: Broadcast Period key Broadcast Service; Event: 300; and value in the Service. open it. Communication Server computer Registry. The minimum frequency should be at once-per- day(1440s) 2.2.2 Communication Verify that the controllers The Date and Time are Channel 1 have the correct time and correct. controllers. date. 2.2.3 Communication Verify that the controllers The Date and Time are Channel 4 have the correct time and correct. controllers. date. 2.2.4 Communication Verify that the controllers The Date and Time are Channel 8 have the correct time and correct. controllers. date. 2.2.5 Communication Verify that the controllers The Date and Time are Channel 11 have the correct time and correct. controllers. date. Exhibit B — Acceptance Test 'ECONOLITE City of Newport Beach Page vi Solutions that Move the World Task Pass/ Item Action Result Comments Number Fail 2.3 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS Relay service is Services window on the set to Manual start type ITMS Relay Communication Server and that the service has Service. ICONSCS. started. Scroll through the services list and locate the entry for ITMS Relay. 2.4 Log on to the File Server The entry indicates that ICONSFS computer and the ITMS Event Channel go to the Control Panel service is set to Manual Administrative Tools start type and that the ITMS Event Services window. service has started. Channel Service. Scroll through the services list and locate the entry for ITMS Event Channel. 2.5 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS Event Log Services window on the Monitor service is set to File Server ICONSFS Manual start type and that ITMS Event Log computer. the service has started. Monitor Service, Scroll through the services list and locate the entry for ITMS Event Log Monitor service. 2.6 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS Event Logger Services window on the service is set to Manual ITMS Event File Server. start type and that the Logger Service. Scroll through the service has started.. services list and locate the entry for ITMS Event Logger service. Exhibit B —Acceptance Test EECONOLITE City of Newport Beach Page vii Solutions that Move the Worldft Task Pass/ Item Action Result Comments Number Fail 2.7 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS Traffic Control Services window on the service is set to Manual ITMS Traffic File Server. start type and that the Control Service. Scroll through the service has started. services list and locate the entry for ITMS Traffic Control service. 2.8 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS Remote Upload Services window on the / Download service is set ITMS Remote File Server. to start automatically and Upload / Scroll through the that the service has Download services list and locate started. Service. the entry for ITMS Remote Upload / Download service. 2.9 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS Detector Services window on the Mapper service is set to ITMS Detector File Server. Manual start type and that Mapper Service. Scroll through the the service has started. services list and locate the entry for ITMS Detector Mapper service. 2.10 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS AlarmAct Services window on the service is set to Manual ITMS Alarm File Server. start type and that the Service. Scroll through the service has started. services list and locate the entry for ITMS AlarmAct service. Exhibit B - Acceptance Test "hECONOL�TE City of Newport Beach Page viii Solutions that Move the World' Task Pass! Item Action Result Comments Number Fail 2.10.1 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS Traffic Control Services window on the service is set to Manual ITMS Event File Server. start type and that the Mapper Service. Scroll through the service has started. services list and locate the entry for ITMS Event Mapper service. 2.10.2 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS Traffic Control Services window on the service is set to Manual ITMS Time Drift File Server. start type and that the Service. Scroll through the service has started. services list and locate the entry for ITMS Time Drift service. 3 WORKSTATION #1 Boot the computer. CONFIGURATION AND OPERATION The computer boots 3.1 Computer normally to Windows® Startup. 2003 Workstation. 3.1.1 Log-on to the computer The Windows Desktop Computer Log- with a valid user name appears. On. and password. 3.2 Using the PING The ICONSCS computer command, ping ICONSCS replies to the ping computer command. LAN Connection. The ICONSFS computer ICONSFS computer replies to the ping command. 3.3 Launch the icons Graphic The Program launches Editor program from either without error. the Start Menu I Programs Software Icons I Icons Graphics Installation Editor entry or the desktop The program shuts down Verification. shortcut. correctly. Close the program. Exhibit B — Acceptance Test `�ECONOLITE City of Newport Beach Page ix Solutions that Move the Worldn Task Pass/ Item Action Result Comments Number Fail 3.3.1 Launch the icons ITMS The Program launches Client program from either without error. Software the Start Menu I Programs Installation I Icons I ICONS entry or Verification. the desktop shortcut. The program shuts down correctly. Close the program. GRAPHIC4 icons Launch the icons Graphic OR FUNCTIONALITY The program starts 4.1 Editor program from either without error and the the Start Menu I Programs Graphic Editor workspace Program Start Icons I Icons Graphics window opens. Editor entry or the desktop shortcut. 4.2 Click on File I Open. An Open File window appears. Move to the C:\Program A graphic opens with a File I Open Files\Econolite\GS—IGE\D Blue background Function. ata\Graphics\ folder and containing the word select the NEW.ILX file. "Label' at a 45 -degree Click on Open to open the angle. file. 4.3 Library File Click on the Library Menu A window opens to select Function. item. the Library file to open. 4.3.1 Browse to C:\Program A new window opens Files\Econolite\GS_IGE\D containing the graphic Library File ata\Lib\ the folders and selected. Function. select WARNINGS.ILX. Click on the Open button. 4.3.2 Click on and "drag -and- The graphic is Note: depending on the drop" the graphic from the successfully placed in the original scale of the library window into the new window. library graphic, it may Library File main graphic window. be necessary to use the Function. Home View button to observe the graphic in the New drawing. Exhibit B — Acceptance Test ECONOLITE City of Newport Beach Page x Solutions that Move the World -n Task Pass/ Item Action Result Comments Number Fail 4.3.3 Editor Group Open the IGE intersection The file successfully Operation. graphic for the test signal. opens. 4.4 Click on the Edit I Select Selection boxes appear Editor Group All function. around every object in the Operation. drawing. 4.4.1 Click on the Edit I Selection boxes appear Editor Group Ungroup function. around each object in the Operation. drawing 4.5 Click on an object that is A single selection box Note: use the Home part of the graphic. appears around a single View Tool Button to re - object in the graphic. size the display and Editor Group Operation. repeat this step as many times as necessary to place the graphic where desired. 4.5.1 Graphic Double-click on any part The Graphic Attributes Attributes. of the graphic. box opens. 4.6 Change the Layer for the The Attributes window Note: refer to the iconsTm Graphic graphic to Layer 2 and closes. Graphic Editor Manual Attributes. click OK. for a list of the valid Icon Data Types. 4.7 Click on File I Layers to The window opens open the Layer properties showing the individual Layering window. layers On/Off and Functions. Selectability settings. Verify that Layer 2 is not selectable. 4.7.1 Double-click on the same The window will not open Layering object to open the Graphic and selection marks are Functions. Attributes window. not visible on the graphic. Exhibit B — Acceptance Test 'ECONOLITE City of Newport Beach Page A Solutions that Move the Woridg Task Pass/ Item Action Result Comments Number Fail 4.7.2 Click the setting for Layer Selection marks appear 2 Selectability and then on the graphic and the double-click on any part of Graphic Attributes window the graphic display to opens. Layering open the Graphic Functions. Attributes window. Close the Graphics Attributes window. 4.8 Click Off the Layer The Graphic disappears Note: insure that "sig" is Visibility setting for Layer from the screen. lower case and that Layering 2. there are no spaces Functions. between "sig" and the number. 4.9 Click the Layer 2 Visibility The graphic appears on setting back On and click the screen. the Selectability setting Layering Off. The Layer Attributes Functions. window closes. Close the Layer Attributes window. 4.10 Click on File I Save or The graphic is saved to File I Save click the Tool Bar button disk. Function, to save the graphic. 4.10.1 File I Close Click on File I Close to The IGE Workspace Function. close the Graphic File. clears. FUNCTIONALITYiconsGUI Windows® operating 5.1 Windows® Visual inspection. Software normally 5.1.1 Double click on the iconsTMClient program is Windows® iconsTMshortcut on the launched. Software Desktop. 5.1.2 The iconsTmstartup screen appears with iconsTMStartup Visual inspection. progress bar on the bottom. Exhibit B — Acceptance Test RECONOLITE City of Newport Beach Page xii Solutions that Move the Worlds Task Pass/ Item Action Result Comments Number Fail 5.1.3 The ico&mGUI appears iconsTMStartup Visual inspection with the Main System Map displayed. 5.1.4 Confirmation of iconsTM logo at upper -right Communications Visual inspection. corner shows scrolling with User Interface icons. 5.1.5 The workspace screen (with only the File menu selection available) Sign On Visual inspection. appears when the iconsTM Client is successfully launched. 5.1.6 Click once on File menu A dropdown File menu Sign On item on Menu Bar. appears. 5.1.7 Click once on Sign On. A Sign On screen Sign On appears. 5.1.8 Type a valid user name and password into the All items on the menu Sign On appropriate spaces and selections become click once on the "OK" available. button. 5.2 The map is correctly displayed and covers the entire system area. Main System Visual inspection. Objects (arrows) are Map displayed on the map for each Signal that is part of the system. 5.2.1 Point at each object on The pop-up text box the map and verify that a contains the correct ID Main System text box appears with the Number and Description Map Object ID Number and for each object. Description for each item. 5.2.1.1 Verify that the map arrows Main System are changing color (Green Visual inspection. Map Display and Red) for each signal operating on the system. Exhibit B — Acceptance Test ECONOLITE City of Newport Beach Page xiii Solutions that Move the World' Task Pass/ Item Action Result Comments Number Fail 5.2.1.2 The phase indications are Verify correct Green and correct. Intersection Red phase indications for The Timing tab display Graphics each active phase as the indicates the correct controller cycles. current pattern. 5.2.1.3 Intersection Close the intersection The graphic closes. Graphics graphic for the Controller. 5.2.1.4 Double-click on the Main The Intersection Graphic Map Arrow for Signal #20. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. 5.2.1.5 Double-click on the Main The Intersection Graphic Map Arrow for Signal #30 opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. 5.2.1.6 Double-click on the Main The Intersection Graphic Map Arrow for Signal #40. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. Exhibit B — Acceptance Test '�ECONOLITE City of Newport Beach Page xiv Solutions that Move the Woridn Task Pass/ Item Action Result Comments Number Fail 5.2.1.7 Double-click on the Main The Intersection Graphic Map Arrow for Signal #50. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. 5.2.1.8 Double-click on the Main The Intersection Graphic Map Arrow for Signal #60. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. 5.2.1.9 Double-click on the Main The Intersection Graphic Map Arrow for Signal #70. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. 5.2.1.10 Double-click on the Main The Intersection Graphic Map Arrow for Signal #80. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. Exhibit B — Acceptance Test '-ECONOLITE City of Newport Beach Solutions that Move the World Page xv Task Pass/ Item Action Result Comments Number Fail Double-click on the Main The Intersection Graphic Map Arrow for Signal #90. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. 5.3 System Status Select Monitor I System A System Status window Report Status. is displayed. 5.3.1 Verify that all the The display is correct. controllers are shown with System Status the corresponding Report patterns that are active for each controller in the status column. 5.3.1.1 Use 'Filters' to generate Various reports are able to System Status various system status be generated. Report reports. 5.3.1.2 System Status Click once on the Print The system status report Report button. preview appears 5.3.2 Click on the print icon in A print dialog box appears the tool bar 5.3.3 If a system printer is Select the range of pages correctly connected to the to be printed & number of workstation, the System copies. Click OK Status Report will be printed. 5.3.4 Communication Select Monitor I Comm A Comm Status window is Status Report Status. displayed. 5.3.4.1 Verify that all controllers are shown with the Communication corresponding The display is correct. Status Report communication status in the status column. Exhibit B — Acceptance Test `�ECONOLITE City of Newport Beach Page xvi Solutions that Move the Worldn Task Pass/ Item Action Result Comments Number Fail 5.3.4.2 Use 'Filters' to generate Various reports are able to Communication various communications be generated. Status Report status reports. 5.3.5 An Event Log window Event Log Select Monitor I Event appears for all objects Reports Log. connected to the system. 5.3.5.1 Event Log Use 'Filters' to generate Various reports are able to Reports various event log reports. be generated. 5.3.5.2 The Signal Phase Data Event Log Select the Signal Phase log appears for the signals Reports Data log and Apply Filter. programmed in the ITMSEventLogger INI file. 5.3.5.3 Event Log Use 'Filters' to generate Various reports are able to Reports various event log reports. be generated. 5.4 Controller The ASC/2 Database Select Params I DB Database Editor window appears. Editor. Functions 5.4.1 Controller A window appears with Select Communication � Database the intersection names. Upload From Controller. Functions 5.4.1.1 A window showing upload progress from the Central Database appears and closes followed by a Controller Highlight Intersection window showing upload Database SIG#20 and click on progress from the Functions "Load". Controller. A window containing 8 tabs of controller parameters appears when the upload is complete. 5.4.1.2 Click on each tab and Controller sub -tab and verify each Control and database Database parameter is the same as parameters are identical. Functions in the controller. Exhibit B — Acceptance Test ECONOLITE City of Newport Beach Page xvii Solutions that Move the WorldO Task Pass/ Item Action Result Comments Number Fail 5.4.1.3 A window showing the Controller Select File I Store Save progress appears Database Controller in Database, and closes after Functions click "Yes" to save. completion. 5.4.1.4 Select Utilities I Compare Controller Controller, and make a Observe the changes are Database few changes on to the highlighted in yellow. Functions parameters on the right side. 5.4.1.5 Controller Select Utilities I Restore Observe all highlighted Database Database Data, click parameter values are Functions "Yes" to restore. reset to original values. 5.4.1.6 Controller In the Controller tab, Phase 2 Minimum Green Database change Phase 2 Minimum Time is set to 30. Functions Green Time to 30. 5.4.1.7 Select Communication A window showing Controller Download to Controller, download progress Database click "Yes" to begin appears and closes after Functions download. completion. 5.4.1.8 Controller On the ASC/2, press Verify Phase 2 Minimum Database [Main Menu] 4 [2. Green Time is 30. Functions Controller]4 [1.Timing]. 5.4.1.9 Observe Phase 2 Controller Select Utilities I Restore Minimum Green Time Database Database Data, click parameter value is reset to Functions "Yes" to restore. its original value. 5.4.1.10 Select Communication A window showing Controller Download to Controller, download progress Database click "Yes" to begin appears and closes after Functions download. completion. 5.4.2 Upload the controller The database is uploaded. database from Signal #20. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. Exhibit B - Acceptance Test 'ECONOLITE City of Newport Beach Page xviii Solutions that Move the WorldG Task Pass/ Item Action Result Comments Number Fail 5.4.2.1 Upload the controller The database is uploaded. database from Signal #30. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.4.2.2 Upload the controller The database is uploaded. database from Signal #40. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.4.2.3 Upload the controller The database is uploaded. database from Signal #50. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.4.2.4 Upload the controller The database is uploaded. database from Signal #60. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.4.2.5 Upload the controller The database is uploaded. database from Signal #70. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. Exhibit B — Acceptance Test N-ECONOLITE City of Newport Beach Page xix Solutions that Move the World' Task Pass/ Item Action Result Comments Number Fail 5.4.2.6 Upload the controller The database is uploaded. database from Signal #80. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.4.2.7 Upload the controller The database is uploaded. database from Signal #90. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.5 Traffic Control Select Control I Manual The Manual Assignment Functions Assignment. GUI window opens. 5.5.1 Manual Observe the Assignment Click on "Add Entry". Assignment Settings Box Appears 5.5.1.1 Manual Click on the "Entity" Observe a dropdown Assignment dropdown menu button. menu appears. 5.5.1.2 Manual Observe it is added to the Select SIG#20. Assignment Entity Box. 5.5.1.3 Manual Click on the "Action" Observe a dropdown Assignment dropdown menu button, menu appears. 5.5.1.4 Manual Observe PAT: is entered Select "PAT:" Assignment in the Action window. 5.5.1.5 Manual Enter "3" from the Observe PAT:3 is entered. Assignment keyboard. 5.5.1.6 Click on the "Start Date" Manual and "Start Time" windows Observe the current time Assignment to set the current time and and date. date. 5.5.1.7 Select the Duration Radio Manual Button and use the Observe 15 is entered. Assignment vertical scroll bars and set "Duration" to 15 minutes. Exhibit B — Acceptance TestECONOLITE City of Newport Beach Page xx Solutions that Move the Worldn' Task Pass/ Item Action Result Comments Number Fail 5.5.1.8 Observe this action returns back to the Manual Click on "OK". Manual Assignment Assignment Window with the newly created entry. 5.5.1.9 Manual The Manual Assignment Click on "Close" Assignment Window Closes 5.5.1.10 A window opens showing Active Select Control I Active the current Active Configuration Config. Commands for the Display system. 5.5.1.11 Active Observe the manual plan The box shows the Configuration in the "Active Manual Manual Plan just entered. Display Override command" box. 5.5.1.12 Active The display returns to the Click on OK to close the Configuration icons workspace. display. Display 5.5.1.13 Manual Click on Monitor I System Observe SIG#20 is Assignment Status. running on PAT:3. 5.5.1.14 Manual Click Close to close the The System Status Assignment System Status display. window closes. 5.5.1.15 Observe that a TOD Select Setup I TOD Schedule GUI opens to TOD Schedule Schedule. enter TOD schedule parameters. 5.5.1.16 Click once on Add in the Observe that an Enter TOD Schedule dialog box. Description dialog box TOD Schedule opens to check an Active box and request a description. 5.5.1.17 Check the Active box and Observe that this enter a description information is displayed in TOD Schedule "Schedule 1" and click on the upper left hand side OK. corner of the TOD Schedule dialog box. Exhibit B - Acceptance Test -NECONOLITE City of Newport Beach Page xxi Solutions that Move the Worldn Task Pass/ Item Action Result Comments Number Fail 5.5.1.18 Observe that a new row Click once on Insert Row appears in the main grid TOD Schedule or Append Row in the to enter time -of -day TOD Schedule dialog box. command data. 5.5.1.19 Observe a dropdown Click once in the "Entity" TOD Schedule menu appears with a list box. of System Entities. 5.5.1.20 Observe SIG20 is entered Select Signal #20 (Test in the "Entity" box and its TOD Schedule Controller) from the drop - description appears in the down menu. "Entity Description" box. 5.5.1.21 Observe a dropdown Click once on the "Action" TOD Schedule menu appears with a list box. of functions. 5.5.1.22 Observe PAT: is displayed TOD Schedule Select "PAT:" —pattern. in the Action box. 5.5.1.23 Click on "PAT:" in the Observe "PAT:2" is Action box. From the entered. TOD Schedule keyboard, enter a pattern number, PAT:2. 5.5.1.24 Click on the START TIME Check the time. box. Set the startup time TOD Schedule for PAT:2. as the current time. 5.5.1.25 Click on the days of the Observe a N" in the TOD Schedule week for PAT:2 to take selected box, effect including today. 5.5.1.26 Click on the STOP TIME Check the time. box. Set the stop time for TOD Schedule PAT: 2 for 15 minutes later. 5.5.1.27 Click on "Apply", then The TOD Schedule GUI is TOD Schedule "OK". closed. 5.5.1.28 Select Control I Active Observe the TOD Plan # TOD Schedule Config. is listed. 5.5.1.29 The Active Configuration TOD Schedule Click on "OK". window closes. Exhibit B — Acceptance Test 'ECONOLITE City of Newport Beach Page xxii Solutions that Move the Worldx Task Pass/ Item Action Result Comments Number Fail 5.5.1.30 Click on Monitor I System Observe SIG#20 is TOD Schedule Status. running PAT:2. 5.5.1.31 The System Status TOD Schedule Click on "OK". window closes. 5.5.1.32 Click on Setup I TOD Observe TOD Schedule TOD Schedule Schedule. window appears. 5.5.1.33 Observe that data entry Click once inside one or rows in the main grid of more boxes within the the TOD Schedule dialog TOD Schedule Filter section of the TOD box appear/disappear Schedule dialog box. based on selection/de- selection of entity boxes. 5.5.1.34 Observe that an Enter Description dialog box Click once on Modify in opens to display TOD Schedule the TOD Schedule dialog previously saved box information under number "TOD: 1 ". 5.5.1.35 Observe that the modified information is displayed in Modify information as TOD Schedule the upper left hand side desired and click on OK. corner of the TOD Schedule dialog box. 5.5.1.36 Click once on Apply then Observe that this action TOD Schedule OK in the TOD Schedule closes the TOD Schedule dialog box dialog box. 5.5.2 Observe that a Holiday Holiday Select Setup I Holiday Assignment GUI window Assignment Assignment opens. 5.5.2.1 Observe that an Enter Click once on Add in the Description dialog box Holiday Holiday Assignment dialog opens to check an Active Assignment box box and request a description. Exhibit B — Acceptance Test '�ECONOLITE City of Newport Beach Page xxiii Solutions that Move the Worldft Task Pass/ Item Action Result Comments Number Fail 5.5.2.2 Observe that this Check the Active box and information is displayed in Holiday enter description "Holiday the upper left hand side Assignment 1" and click on OK. corner of the Holiday Assignment dialog box. 5.5.2.3 Click once on Insert Row Observe that a Select Holiday or Append Row in the Year dialog box opens to Assignment Holiday Assignment dialog request a year. box. 5.5.2.4 Enter 2006 and click on Observe that the year OK. calendar appears in the Holiday Holiday Assignment dialog Assignment box and a new row appears in the Year grid indicating year 5.5.2.5 Click once on holiday Observe that the toggled Holiday dates in the calendar, on holiday dates are Assignment select today's date. selected. 5.5.2.6 A TOD plan must be setup Holiday before a holiday can take A TOD Schedule is set up. Assignment effect. 5.5.2.7 Select Control I Active Holiday Observe the TOD Plan is Configuration, and click Assignment selected. "OK". 5.5.2.8 Observe the current Holiday Select Monitor I System pattern for SIG#20 is the Assignment Status. holiday pattern. 5.5.2.9 Holiday The System Status Click "OK". Assignment window is closed. 5.5.2.10 Holiday Select Setup I Holiday The Holiday window Assignment Assignment. opens. 5.5.2.11 Observe that the affected Click once on Delete Row Holiday row in the Year grid and in the Holiday Assignment Assignment the corresponding dialog box. calendar are deleted. Exhibit B — Acceptance Test ECONOLITE City of Newport Beach Page xxiv Solutions that Move the Worldn Task Pass/ Item Action Result Comments Number Fail 5.5.2.12 Click once on Apply then Observe that this action Holiday Cancel, or click once on closes the Holiday Assignment OK in the Holiday Assignment dialog box. Assignment dialog box. 5.5.3 Observe that an Action Select Setup I Action Set Set Editor dialog box Action Set Editor Editor. opens to enter action set parameters. 5.5.3.1 Observe that an Enter Click once on Add in the Description dialog box Action Set Editor Action Set Editor dialog opens to check a Master box. box and request a number and description. 5.5.3.2 Observe that this Check the Master box and information is displayed in enter number "'I" and Action Set Editor the upper left hand side description "Test Set 1" corner of the Action Set and click on OK. Editor dialog box. 5.5.3.3 Click once on Insert Row Observe that a new row or Append Row in the appears in the list view Action Set Editor Action Set Editor dialog grid to enter action set box. command data. 5.5.3.4 Click once on the Entity, Observe that actions Entity Description, or entered into the list view Action Set Editor Action cell to open a tree grid will also appear next view box for selection of to the affected entities in an entity or action. the tree view grid. 5.5.3.5 Observe a dropdown Click once in the "Entity" Action Set Editor menu appears with a list box. of System Entities. 5.5.3.6 Observe SIG20 is entered Select Signal #20 from the in the "Entity" box and its Action Set Editor drop-down menu. description appears in the "Entity Description" box. 5.5.3.7 Observe a dropdown Click once in the "Action" Action Set Editor menu appears with a list box. of functions. Exhibit B — Acceptance Test '�ECONOLITE City of Newport Beach Page xxv Solutions that Move the Worldn Task Pass/ Item Action Result Comments Number Fail 5.5.3.8 Observe Flash is Action Set Editor Select "FLASH". displayed in the Action box. 5.5.3.9 Enter a description in the The description is Action Set Editor Description box. accepted. 5.5.3.10 Observe a N" in the EN The "check mark" is there. Action Set Editor box. 5.5.3.11 Click on "Apply", then The Entity box is closed. Action Set Editor "OK". 5.5.3.12 Click once on Cancel or Observe that this action Action Set Editor OK in the Action Set closes the Action Set Editor dialog box Editor dialog box. 5.5.3.13 Create a Manual The command is created. Command to implement Action Set Editor (Action) SET: 1 with duration of 5 minutes. 5.5.3.14 Observe the current Select Monitor I System Action Set Editor pattern for SIG#20 is the Status. Flash pattern. 5.5.3.15 The System Status Action Set Editor Click "OK". window is closed. 5.5.3.16 Select Setup I Action Set The Action Set is deleted. Editor. Delete the Test Action set by selecting and deleting Action Set Editor each row in the grid display and then deleting the SET: 1 from the upper left hand corner box. 5.5.3.17 Close the Action Set The window closes. Action Set Editor Editor window. 5.5.4 Verify that the System The schedule is correct. TOD Schedule is correct System TOD and has no extra or Schedule modified steps remaining from testing. Exhibit B — Acceptance Test �ECONOLITE City of Newport Beach Page xxvi Solutions that Move the Worldn' Task Pass/ Item Action Result Comments Number Fail 5.5.5 Verify that the System The schedule is correct. Holiday Schedule is System Holiday correct for the current year Schedule and has no extra or modified dates remaining from testing. 5.5.6 Verify that the Traffic The data is correct. System Traffic Responsive Plan data is Responsive correct and has no extra Plans or modified steps / plans remaining from testing. 5.5.7 Verify that the Action Set The data is correct. Plan data is correct and System Action has no extra or modified Set Plans steps / plans remaining from testing. 5.5.8 The Alarm Individuals window appears with a display box and buttons Alarm Individual Select Setup I Alarms and for: Info Paging I Individual Info. 0 Add • Edit • Delete • Close 5.5.8.1 The Add Individual Add Button Click on the Add button. window appears. 5.5.8.2 Enter valid information for Click OK to add the new the selected "test individual. individual'. Note: the The display returns to the Add Individual individual must be a valid Alarm Individuals display system user and must not and the new individual is be associated with any listed. other paging operations. 5.5.8.3 The Edit Individual window appears. Edit Button Click on the Edit button. The window appears identical to the Add Individual window. Exhibit B — Acceptance Test ECONOLITE City of Newport Beach Page xxvii Solutions that Move the Worldn Task Pass/ Item Action Result Comments Number Fail 5.5.8.4 The display returns to the Change one or more Alarm Individuals window. Edit Individual entries for the individual The changed entries are and click on OK. displayed. 5.5.8.5 The display returns to the Close Button Click on the Close button. icons workspace. 5.5.9 The Alarm Group window appears with the following action buttons: Select Setup I Alarms and Add Alarm Group Info Paging I Group Info. 0 Edit Delete • Define Close 5.5.9.1 The Add Group name Add Button Click on the Add button. window opens. 5.5.9.2 Enter a "New Alarm Group The display returns to the Add Group 1" for a new alarm group Alarm Group window and Name and click OK. the new group is listed. 5.5.9.3 The Edit Group window Edit Button Click on the Edit button. appears. 5.5.9.4 The display returns to the Change the Group Name Alarm Group window and Edit Group Name "New Alarm Group 2" and the group name is click OK. changed to the new value. 5.5.9.5 The Define Group: "New Define Button Click on the Define button. Alarm Group 2"window opens. 5.5.9.6 Select "Member of Group" New members are added members and "Not to the group and old Member of Group" members are deleted from Define Group members and using the the group. Add and Remove buttons, redefine the group membership. 5.5.9.7 The display returns to the Define Group Click on OK. Alarm Groups window. Exhibit B — Acceptance Test 'NECONOLITE City of Newport Beach Solutions that Move the Worlds' Page xxviii Task Pass/ Item Action Result Comments Number Fail 5.5.9.8 The display returns to the Close Button Click on the Close button. icons workspace. 5.5.10 Select Setup I Alarms and The Alarms window Alarm Triggers Paging I Alarm Triggers. opens. 5.5.10.1 ADD a new Alarm Trigger: The display returns to the Entity ID: SIG#20 Alarms window. Trigger Event: A new Alarm Trigger is Device_Communication_C listed for the defined eased event. Trigger After: 1 Alarm Triggers occurrence Within: 1 minute Notify: (select individual performing this test) Type: Heads Up Enable: Checked Click on OK. 5.5.10.2 A Heads Up notification is Disconnect the test displayed on the controller's SIG # 20 workstation for signal 1, communication. Device-Communications- eviceCommunicationsCeased. Ceased. 5.5.10.3 EDIT the Alarm Trigger The display returns to the and change the: Alarms window. Alarm Triggers Type: Pager The Alarm Trigger Enable: Checked definition has changed to Click on OK. Pager. 5.5.10.4 Disconnect the test A Pager notification is controller's sent to the selected SIG # 20 communication. individual. 5.5.10.5 Use the Filter options to Triggered Events are Alarm Triggers create various lists of the displayed based on filter lists of the Trigger Events. options 5.5.10.6 DELETE the Alarm The Trigger Event is Alarm Triggers Trigger created for this removed from the display. test. Exhibit B - Acceptance Test W ECONOLITE City of Newport Beach Page xxix Solutions that Move the Worlds Task Pass/ Item Action Result Comments Number Fail 5.5.10.7 CLOSE the Alarms The display returns to the Alarm Triggers window. icons workspace. 5.5.11 Alarm Log Select Monitor I Alarm An Alarm Log window Reports Log. appears. 5.5.11.1 Verify that the log contains The log contains the Alarm Log entries for the alarm events. Reports triggers previously created. 5.5.11.2 Alarm Log Use 'Filters' to generate Various reports can be Reports various alarm log displays. generated. 5.5.12 Observe that the following choices appear on the Alert Menu Click once on Alert on the dropdown menu: Group Menu Bar. • Page Group • Page Individual 5.5.12.1 The Page Group window appears with a Select Page Group Select Alert I Page Group Group box, Message box, and buttons for Send, Properties, and Close. 5.5.12.2 Click once on a valid The selection is Page Group Group in the Select Group highlighted. box. 5.5.12.3 Click on the Properties The Group Properties button. window appears listing the individuals assigned to the Properties Button group. Close the Group Properties window. 5.5.12.4 Enter a short test The test message is Page Group message in the Message displayed. box. 5.5.12.5 The page is sent to all Send Button Click on the Send button. individuals in the Group. 5.5.12.6 The display returns to the Close Button Click on the Close button. icons workspace. Exhibit B — Acceptance Test 'ECONOLITE City of Newport Beach Page xxx Solutions that Move the Worldn Task Pass/ Item Action Result Comments Number Fail 5.5.13 The Page Individual window appears with a Select Alert I Page Select Individual box, Page Individual Individual Message box, and buttons for Send, Properties, and Close. 5.5.13.1 Click once on a valid The selection is Page Individual Individual in the Select highlighted. Individual box. 5.5.13.2 Click on the Properties The Individual Properties button. window appears listing the individuals' properties. Properties Button Close the Individual Properties window. 5.5.13.3 Enter a short test The test message is Page Individual message in the Message displayed. box. 5.5.13.4 The page is sent to the Send Button Click on the Send button. selected Individual. 5.5.13.5 The display returns to the Close Button Click on the Close button. icons workspace. 5.6 Select Admin I Security Observe that the User Security Users. Profiles window appears. 5.6.1 Click once on "Add" in the Observe that the User Security User Profiles window. Setup dialog box window appears. 5.6.1.1 Enter a new user name: Observe that a new User Security 11atp00?' and click on Properties window "OK". appears. 5.6.1.2 Enter a password: Observe that the Security "atp001a''. password is encrypted. 5.6.1.3 The User Setup dialog Security Click OK box closes and a new user has been created. Exhibit B - Acceptance Test 'DECONOLITE City of Newport Beach Page xxxi Solutions that Move the Worldn Task Pass/ Item Action Result Comments Number Fail 5.6.1.4 A "check mark" appears in Click on the Select All the Enabled column for Security button. every menu item listed in the Permissions tab. 5.6.1.5 Toggle on/off different Menu option permissions Security security options, for the can be enabled/disabled user (atp00�. as desired. 5.6.1.6 Click on the Group The Group Assignment Assignment Tab window shows which Security Add and Remove groups the user is associations to different associated and not groups as desired associated with. 5.6.1.7 Click "OK" in the User Observe that the User Security Profiles window Profiles window is closed. 5.6.1.8 Observe that the User Select Admin I Security Profiles window appears Security Users and user atp001 is listed in the window. 5.6.1.9 Select user "atp00T' and Observe that the user Security click "Delete" in the User (atp00� is deleted. Profiles window. 5.6.1.10 Click once on "OK" in the Observe that the User Security User Profiles window. Profiles window is closed. 5.6.2 Observe that the System System Select Admin � Configuration window Configuration Configuration appears. 5.6.2.1 Expand the "Tree" view of The programmed the System in the left configuration is correct per System window and verify proper the icons Zone / Section Configuration programming of the Assignment Worksheets System Configuration. completed by the client. 5.6.2.2 Use the scroll bar in the The entity is selected and upper right window box to its attributes are displayed System locate Signal #20 (Test in the General Settings Configuration Controller). Click once on window box. the entry for SIG#20. Exhibit B - Acceptance Test 'ECONOLITE City of Newport Beach Page xxxii Solutions that Move the Worldn Task Pass! Item Action Result Comments Number Fail 5.6.2.3 A System Configuration — Traffic Signal Edit window opens. The Entity Type, System Click once on the Edit Entity Number, Parent Configuration button. Type and Parent Number attributes are "grayed out' and all other attributes are editable. 5.6.2.4 System Click once on either OK or The Traffic Signal Edit box Configuration Cancel. closes. 5.6.2.5 Click once on the Close The window closes and System button to close the System the display returns to Configuration Configuration Editor icons workspace. window. 5.6.2.6 Click on the File Menu. Current users is logged off System Log Off Click on Log off. of icons. 5.6.2.7 Click on the X box in the Icons closes. icons shut down upper right corner to close down icons. Exhibit B — Acceptance Test '�ECONOLITE City of Newport Beach Page xxxiii Solutions that Move the Worldn 0 0 CITY OF NEWPORT BEACH :• 11 20 LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to hereinafter designated as the "Principal," a contract for the , located at in the City of in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held firmly bound unto the City of Newport Beach, in the sum of (INSERT CONTRACT DOLLAR AMOUNT) lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorney's fee, to be fixed by the Court as required by the provisions of Section 3250 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3181 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 3247 et. seq. of the Civil Code of the State of California. And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does 0 LJ hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the day of 2008. Name of Contractor (Principal) Name of Surety Address of Surety Telephone Authorized Signatureffitle Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED CITY OF NEWPORT BEACH BOND NO. FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ being at the rate of $ price. thousand of the Contract WHEREAS, the City of Newport Beach, State of California, has awarded to hereinafter designated as the "Principal," a contract for the , located at in the City of in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and , duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety"), are held and firmly bound unto the City of Newport Beach, in the sum of (INSERT CONTRACT DOLLAR AMOUNT) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Contract, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by the City, only in the event the City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Contract or to the work or to the specifications. • 0 This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by the City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the day of 2008. Name of Contractor (Principal) Name of Surety Address of Surety Telephone Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED • • CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT (-1�46� (3,81100'Sca) COUNCIL AGENDA Not 10 3 26-0'2 Agenda Item No. )a February 26, 2008 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Public Works Department Antony Brine 949-6443329 or tbrine@city.newport-beach.ca.us SUBJECT: Traffic Signal Modernization - Approval of Purchase Contract with Econolite Control Products, Inc. RECOMMENDATION: Approve a Purchase Contract with Econolite Control Products, Inc. of Anaheim, California, for purchase,_ installation, maintenance and repair services of the icons Advanced Traffic Management System, at a not to exceed price of $584,610 and authorize the Mayor and City Clerk to execute the Agreement. DISCUSSION: Staff has been working together with Econolite Control Products, Inc. to outline the equipment needed to replace and modernize the City's existing traffic signal control system. The Traffic Signal Modernization project is a multi -phased program to install a new and upgraded City-wide traffic signal management system that utilizes current and future technology. The planned City-wide project includes eight separate phased projects to replace aging and technologically outdated traffic signal control equipment at all 112 signalized intersections in the City. The overall initial Phase 1 Traffic Signal Modernization project includes the following tasks: 1) Replacement of the existing master traffic signal computer controller at City Hall with new hardware and software. The new Advanced Traffic Management System is a product of Econolite under the registered product name icons. 2) Replacement of existing traffic signal controller equipment at 22 intersections along MacArthur Boulevard, Coast Highway, Avocado Avenue, and San Miguel Drive in Corona del Mar. The new controllers will be compatible with the icons system. 3) Construction of new fiber or Ethernet based communication links between the traffic signals and City Hall. c � Tra nal Modernization -Approval of Purchase Coneth Econofite Control Products, Inc. February 26, 2008 - Page 2 4) Installation of video cameras at the intersections of Coast Highway at MacArthur Boulevard and San Miguel Drive at MacArthur Boulevard. 5) Improvements to the existing Traffic Management Center at City Hail to add new video television screens to monitor traffic at the intersections listed above. During the initial design, staff completed a selection process to determine the best qualified vendor for the traffic signal controller hardware and software. Staff interviewed each vendor and completed an extensive evaluation of the products and services of seven different manufacturers and suppliers of traffic control equipment. Staff reviewed each firm's qualifications, past experience on similar projects, and availability before selecting Econolite as the best qualified firm to provide the hardware and software for our City-wide Traffic Signal Modernization project. Upon selection, staff negotiated with Econolite to provide the necessary equipment and services for a fee of $584,610. Econolite has completed traffic signal control services competently and professionally on similar projects for other local agencies in Southern California. Entering into this Purchase Contract with Econolite is a key component of the overall Phase 1 Traffic Signal Modernization project, and includes the completion of the above listed tasks 1 and 2. Tasks 3, 4, and 5 will be completed under a separate construction contract. The scope of services to be provided by Econolite includes the following work items: A) Provision and installation of field equipment including; replacement of 22 controllers (with a provision of two additional spares), two cabinet replacements, and one new cabinet installation. B) Provision, configuration and installation of the new icons Advanced Traffic Management System master computer including hardware and software. The icons system provides coordination and enhanced operation capabilities, and the software is capable of being expanded to traffic signals throughout the City in future phases. C) Software integration including testing the system components, preparing the system graphics including the initial 22 intersection displays. D) Provision of servers, computers, and laptops to operate the system from the Traffic Management Center (TMC) at City Hall. E) Provision and installation of communications equipment including modems and switches. F) Provision of two video cameras and a CCN license to serve up to 10 cameras. T1619nal Modernization - Approval of Purchase cevvith Econolite Control Products, Inc. February 26, 2008 Page 3 G) Provision of a software package referred to as Synchro, which allows the traffic engineering staff to design or improve upon traffic signal timing. H)' ' Training for staff including instruction on system hardware and software, system operation, and system administration. Environmental Review: Categorically Exempt under Chapter 3, Article 19, Section 15301, Class 1 (c) of the Title 14 California Code of Regulations. This exemption covers maintenance, repair, and upgrades of existing traffic signal facilities. Funding Availability: There are sufficient funds available in the following accounts for the project: Account Description Measure M Competitive Measure M Tumback Transportation and Circulation - Signal System Improvement Transportation and Circulation - Traffic Signal Coordination Prepared by: Antony Brine City Traffic Engi eer Attachment: Purchase Contract Account Number Amount 7284-C5200852 $ 301,808 7281-C5200852 $ 200,000 7261-C5200852 $ 49,400 7261-C5200699 $ 33,402 Submitted by: Total: $ 584,610 Director CONTRACT WITH ECONOLITE CONTROL PRODUCTS, INC. FOR PURCHASE, INSTALLATION, MAINTENANCE AND REPAIR SERVICES OF icons® ADVANCED TRAFFIC MANAGEMENT SYSTEM P THIS CONTRACT is made and entered into as of this 14 day of February, 2008, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation and Charter City ("City"), and ECONOLITE CONTROL PRODUCTS, INC., a California corporation whose principal place of business is 3360 E. La Palma Ave., Anaheim, CA 92806, ("Contractor"), and is made with reference to the following: RECITALS 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 is planning to perform Phase One of its Traffic Signal Modernization project ("Project"), which will provide advanced traffic management at 22 intersections within the City. C. City desires to purchase necessary software and equipment from Contractor, to en. ga8e Contractor to install all necessary equipment and software, to provide aieivanried traffic management at 22 intersections within the City, and to configure tt atsystem to provide automating capability for up to 150 intersections at a later date. City also wishes to engage Contractor to provide training to City staff who will be involved in operation of the icons® Advanced Traffic Management System. (All such software and equipment purchases, installation, and training shall be hereinafter referred to as "Project'). Contractor has agreed to perform the Project over a 120 day period, commencing upon receiving Notice to Proceed. D. The icons® Advanced Traffic Management System shall provide coordination and enhanced operation at 22 traffic signals for Phase One of the Traffic Signal Modernization Project and which is capable of being expanded to traffic signals throughout the City in future project phases if agreed to by City and Contractor. Additionally, the icons® Advanced Traffic Management System will provide advanced traffic signal observation and response from City Hall through an interface with closed circuit television cameras (CCN) and direct communication with individual intersections, creating centralized control for the connected intersections as needed from the Traffic Division of the City's Public Works Department. E. 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. F. Contractor is a manufacturer and supplier of traffic control equipment, advanced traffic management systems and traffic controller firmware. G. Contractor, alone and in partnership with others, has developed proprietary software systems, including the communication and control system registered as "icons." NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SCOPE OF WORK 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 this 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 shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 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. In consideration of the payment of the Purchase Price and subject to all the terms and conditions hereof, Contractor shall: (a) Sell to City, and install, the software, hardware, devices, connections and equipment (hereinafter referred to as `the System") listed and set forth in the Scope of Work attached hereto as Schedule A and incorporated in full by this reference. (b) Supply to City under license the software components of the icons® system, described in detail in Schedule A, including any necessary licensed software products and related materials. (c) Supply to City and install all software and hardware required to operate the SynchroO Interface Module and CCN Module. (d) Provide the testing and training services as set forth in Exhibit A. 2. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and Contractor shall complete the Project installation, implementation and • E 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 16. 2.1 Force Majeur 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. 2.2 Term Unless earlier terminated in accordance with Section 17 of this Agreement, this Agteernent shall continue in full force and effect until completion of the services agreed to herein. 3. COMPENSATION As full compensation for the performance and completion of the Project as required by the Scope of Work, City shall pay to Contractor and Contractor accepts as the full Purchase Price the sum of Five Hundred Eighty -Four Thousand, Six Hundred Sixty -Nine Dollars and 121100 ($584.669.12). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. The City shall make monthly progress payments for labor as the Project work proceeds based on the fee schedule set forth in Exhibit A. Payment for software, hardware and equipment shall become due upon shipment to and receipt of such software, hardware and equipment to City. City shall pay Contractor ninety percent (90%) of each approved invoice amount no later than thirty (30) days after approval of an invoice by City staff. The remaining ten percent (10%) of each approved invoice shall be paid by City upon Final System Acceptance, as defined in Subsection 6.1 of this Agreement. A. All shipping and insurance costs to and from the installation sites are included in the purchase price of the Project, as listed in Exhibit A. All payments to shipping agents and for insurance fees shall be made directly by Contractor and the City shall make no payments to any firm concerning the shipment, installation, and delivery of hardware which is not a part of this Agreement and for which exact payments are not described. Contractor shall be responsible for all arrangements for the shipment of software, hardware and 3 • equipment to the City, and/or movement of the hardware to the prepared site within the City. Contractor shall also be responsible for removal of all debris and packing materials from the City site resulting from the installation of the equipment, hardware and software. B. Contractor shall provide City with a minimum 14 days notice of its dates of installation to enable the City to prepare the installation sites for the Hardware in accordance with the instructions of Contractor. The City shall complete site preparation prior to the date of installation of the hardware, 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. Contractor will provide staff for complete on-site training of City personnel as set forth in Exhibit A. C. Payments shall be made in accordance with this Section and the schedule set forth in Exhibit A. D. Extra Work - Contractor shall not receive any compensation for Extra Work without the prior written authorization of the City. As used herein, "Extra Work" means any work that is determined by the City to be necessary for the proper completion of the Project, but which is not included in the Purchase Price as specified in Exhibit A, and which parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the hourly rates set forth in Exhibit A. 4. ADMINISTRATION This. Agreement:will be administered by the Public Works Department. Anthony Brine shall be .the Project Administrator and shall have the authority to act for City under this Agreement. 5. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 5.1 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. 5.2 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. 6. ACCEPTANCE TESTING AND ACCEPTANCE 6.1 "Final System Acceptance" shall mean the latest of the dates on which (a) all phases of the system have been used in live onsite operations for a Il • .• period of at least seven (7) continuous days without significant error following successful completion of the seven (7) day System Acceptance Test described below; and (b) all remaining punch list items have been addressed and completed. 6.2 Acceptance Test Plan Contractor shall follow the System Acceptance Test Plan (hereinafter "ATP") developed in consultation with the City containing Acceptance Criteria that establishes test procedures and test criteria, for evaluating system capabilities, functions, and features along with a problem reporting method for use in the system testing. The ATP is attached hereto as Exhibit B. 6.3 Acceptance of Hardware Upon completion of the installation of the hardware, Contractor will notify City that such hardware, as described in Exhibit A, has successfully been installed. Hardware shall not be deemed to have been accepted by City until Final System Acceptance. 6.4 System Acceptance Test Once all phases of the project have commenced simultaneous live operations, a seven (7) day period of acceptance testing for the entire system, including all interfaces and deliverables provided under this Agreement, shall begin. System Acceptance Testing shall occur in a live environment. Any significant error or deviations from the ATP, or the errer, deviation or failure of any part or component of the System not manufactured but provided by Contractor, shall be reported to City, -and Contractor shall provide in writing an action plan for resolution of such error, deviation or failure within two (2) working days. The System Acceptance Test shall be deemed completed upon completion of a continuous seven (7) day period during which no material failure to meet the criteria set forth in the ATP or significant errors remain unresolved to the satisfaction of the City. System Acceptance Test shall not be unreasonably delayed due to actions of City or its agents, contractors or subcontractors not retained by or through Contractor. 6.5 Failure A. Failure Prior to Final System Acceptance. Upon any failure of the System Acceptance Test, Contractor shall have an additional seven (7) days in which make necessary equipment repairs, replacements and/or software fixes without additional cost to City, after which the System Acceptance Test shall be repeated without additional cost to City. If more than seven (7) days are reasonably required to make the aforementioned repairs, replacements or software fixes, Contractor shall provide a written action plan that includes a timeline for resolution based on the scope of work involved, and City may authorize a longer repair or resolution 5 period in writing. Failure of the System to meet or exceed a second System Acceptance Test, or failure to provide seven (7) days of continuous live operation without significant errors after any additional System Acceptance Test, shall constitute a failure to successfully complete Contractor's obligations under this Agreement and Contractor shall be considered in default of a material obligation. City shall be entitled to a refund of the full amount of the fees paid for Contractor's services. City shall also be entitled to full refund on any software, hardware and other System components purchased pursuant to this Agreement that is deemed unusable by the City. Any removal of the system will be at Contractor's sole cost and expense. B. Failure After Final System Acceptance. Contractor and City agree that upon system .failure, time is of the essence for necessary system equipment repairs or replacements, and time is of the essence for addressing any software defects which cause failures classified as Severity Level One and Severity Level Two, below. Upon any failure of the System or its hardware or software components, the Warranty provisions of Exhibit A and Section 26 of this Agreement shall apply. During the warranty period, if hardware or equipment purchase under this Agreement from Contractor shall fail, Contractor shall repair or replace the hardware or equipment within seven (7) working days for all but Severity Level One failures. In the event of a.Severity Level One hardware or equipment failure, repair and replacement shall occur within 24 hours of notification of such failure to Contractor by City. If the failure is due to a software defect or failure, the timelines for Contractor response and defect resolution below shall apply: 1. Severity Level One (Critical): Failure that causes an intersection to be in flash or dark, or failure of safety features such as emergency vehicle preemption or railroad preemption. In the event of a Severity Level One failure, Contractor response shall be immediate, and Contractor shall provide a fix, solution or workaround within 24 hours of notification of such failure to Contractor by City. 2. Severity Level Two (High): Failure or bug in system that results in degradation of traffic signal control and communication system function to a moderate to serious degree under normal or reasonable operating conditions. Severity Level Two failures shall include but are not limited to failure or severe degradation of coordination between intersections, communication between the central system at City Hall and the field elements, and the ability to upload and download data to the ability demonstrated as part of the ATP. In the* event of a Severity Level Two failure, Contractor shall respond with a written plan of action to address the failure within five (5) business days of notification by City. Contractor shall provide a fix or solution 6 • • for any Level Two failure within no later than forty-five (45) calendar days of notification of failure by City. 3. Severity Level Three (Moderate to Low): Failure or bug in system that creates aesthetic or user preference issues, unrelated to the operation of the system. Severity Level Three issues shall be addressed through regular system upgrade releases on an as -needed basis. 7. RESPONSIBILITY FOR DAMAGES OR INJURY 7.1 City and all officers, employees and representatives thereof 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 by Contractor, or its subconcontractors, or its workers, or anyone employed by either of them. 7.2 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 arising from Contractor's work on the Project, or the work of any subcontractor or supplier selected by the Contractor. 7.3 Contractor shall indemnify, hold harmless, and defend City, its officers and emplgyees from and against: (1) any and all loss, damages, liability, claims; allegations df liability, suits, costs and expenses for damages of any.nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims arising from any and all acts or omissions of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Agreement; (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 subconcontractors 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 herein shall require Contractor to indemnify City from the sole negligence or willful misconduct of City, its officers or employees. 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 7 property rights of any third party with respect to equipment and software 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. The City agrees to keep confidential all material and documentation relating to the Software and any modification thereto, to the extent that such materials are not subject to disclosure under the California Public Records Act or Freedom of Information Act. The City will not make available or distribute any program code or description associated with the icons® System in any form whatsoever to third parties, without the prior written approval of Contractor. 7.4 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. 7.5 Contractor shall provide traffic control and access in accordance with Section 7-10 of the State Standard Specifications and the latest edition of the Work Area Traffic Control Handbook (WATCH), as published by Building News, Inc. If necessary, traffic control plans for field work will be provided by City, or with two weeks prior written notice, by Contractor. Traffic control services provided by Contractor shall be considered Extra Work, and will be billed to the City separately from monthly progress payments. At the request of the City, the Contractor shall submit to the Engineer a traffic control plan and detour plan for each street and sidewalk within the project area. The Contractor shall be responsible for processing and obtaining approval of a traffic control plan from the City's Traffic Engineer. The Contractor shall adhere to the conditions of the traffic control plan. Traffic control plans shall be prepared, signed, and sealed by a California licensed Civil Engineer or Traffic Engineer, as directed by the City Traffic Engineer, and conform to the provisions of the WORK AREA TRAFFIC CONTROL HANDBOOK (W.A.T.C.H), Latest Edition. Traffic control and detours shall at a minimum meet the following requirements: A. Emergency vehicle access shall be maintained at all times. B. The locations and wordings of all barricades, signs, delineators, lights, warning devices, parking restrictions, and any other required details shall ensure that all pedestrian and vehicular 10 17 143 iCa 0 • traffic will be handled in a safe manner with a minimum of inconvenience to the public. C. All advanced warning sign installations shall be reflectorized and/or lighted. Traffic signal system shutdown or planned "red flash" shall be limited to 4 - hour periods between the hours of 9:00 AM and 3:00 PM on weekdays (Monday through Thursday), except as -authorized by the Engineer. "STOP AHEAD" and "STOP" signs shall be f imished by the contractor and shall conform to the provisions in Section 12-3.06, "Construction Area Signs," of the State Standard Specifications except that the base material for the signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 7.6 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 7.3 above. 7.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 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. COOPERATION Contractor agrees to work Project Administrator and interest in the work to be Contractor on the Project. INSURANCE closely and cooperate fully with City's designated any other agencies that may have jurisdiction or performed. City agrees to cooperate with the 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by N City's Risk Manager prior to commencement of performance or issuance of any permit or performance of any work. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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. D. Coverage Reguirements. Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the 1aws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by City at least thirty.. (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 for each occurrence. 10 iiii. Excess Liability Coverage. Contractor shall maintain insurance covering excess liability in the amount of nine million dollars ($9,000,000) for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement. E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to City. Any insurance maintained by City, including any self-insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non-payment of premium) written notice has been received by City. F. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Contractor's performance under this Contract. G. Additional 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. 11. BONDING 11 Contractor shall obtain, provide and maintain at its own expense during the term of this Contract: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and in the form attached hereto as Exhibit B which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement in the form attached hereto as Exhibits C which is incorporated herein by this reference. The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. The Contractor shall deliver, concurrently with execution of this Agreement, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the Sate of California. 12. PREVAILING WAGES POrsuant to the applicable provisions of the Labor Code of the State of California, hot less :than 'the general prevailing rate of per diem wages including legal holidays and overtime work for each craft or type of workman needed to execute the work coritertiplated under the Agreement shall be paid to all workmen employed on the work to be done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be perfonned for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. it shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree_ that the City shall not be liable for any violation thereof. 13.. SUBCONTRACTING City and Contractor agree that subcontractors may be used to complete the work outlined in the Scope of Services provided the Contractor obtains City approval in writing prior to the subcontractor performing any work. Contractor shall be fully responsible to City for all acts and omissions of the subcontractors. Nothing in this Contract shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see 12 to the payment of any monies due to any such subcontractor other than as otherwise required by law. 14. 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 Contract. 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. 15. CONFLICTS OF INTEREST 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 Contract, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If :subject. to.,the Act, Contractor shall conform to all requirements of the Act. Flaiili fe-:to;'&. so constitutes a material breach and is grounds for immediate te6n''rrratiori of this Contract by City. Contractor shall indemnify and hold h9fti*ss City for any and all claims for damages resulting from Contractor's vi6646n of this Section. 16. NOTICES 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: Attn: Anthony Brine Public Works Department City of Newport Beach 3300 Newport Blvd. Newport Beach, CA 92660 Phone: 949-644-3329 Fax: 949-644-3318 All notices, demands, requests or approvals from City to addressed to Contractor at: Attention: Jason Hann 13 L Econolite Control Products, Inc. 3360 E. La Palma Ave. Anaheim, CA 92806 Phone: (719) 471-9866 ext. 380 Fax: (719)471-9063 17. TERMINATION 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. 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 under this 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 software, hardware, and equipment delivered to City site under this Agreement that City deems usable. 18. 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. 19. WAIVER A waiver by City of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. 20. INTEGRATED AGREEMENT 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. 21. CONFLICTS OR INCONSISTENCIES 14 In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or product warranties, including Software and Hardware warranties contained in the Scope of Services or delivered to City after execution of this Agreement, the terms of this Agreement shall govern. 22. 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. 23. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project Site, has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its Project Proposal and Scope of Work. 24. 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. 25. 1NTERPRETA`FION 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. 26. WARRANTY Contractor warrants to City that all software and equipment 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 one year from the date of Final System Acceptance of Project by City for software products, two years from the date of Final System Acceptance by City for hardware products not manufactured by the Contractor, and two years from the date of Final System Acceptance by City for hardware products manufactured by Contractor. If Contractor installs the equipment and software, or supplies technical directions of installation by contract, the warranty period shall run from the date of Final System Acceptance by City, provided same is not unreasonably delayed by City. If Contractor -manufactured equipment delivered hereunder does 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 equipment, or by making available any necessary replacement parts, 15 • 0 delivered and installed without additional charge to City within seven (7) working days, unless the failure is of Severity Level One, as defined by Section 6.5(B) of this. Agreement. City will return the defective product to Contractor, at Contractors expense. Contractor shall repair or replace the defective item and return it to City, shipping costs prepaid. Contractor shall perform any necessary diagnostic work, software, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractor's equipment. If icons® software, or other proprietary software products licensed by Contractor and delivered hereunder as part of the System, do not meet the above warranty, the Contractor response and resolution times specified in Section 6.5(B) of this Agreement shall apply. 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 or upgrades of the standard icons® software modules to correct "bugs' or deficiencies, which would appear within one (1) year from the date of Final System Acceptance of the standard icons® traffic management system. 27. MAINTENANCE City reserves the right, but is not obligated to, enter a Maintenance Agreement With Contractor for the System at any time during the warranty period. If City provides Contractor of notice of intent to enter a Maintenance Agreement upon expiration of Contractor's one (1) year warranty within thirty (30) days of the expiration of such warranty, City shall have the option to enter a five (5) year Maintenance Agreement with Contractor for maintenance of the System at the cost of $12,500 per year ("the Maintenance Fee"). The Maintenance Agreement shall take effect on the day the software warranty expires ("Software Warranty Expiration Date".) If City exercises its option to enter the five-year Maintenance Agreement, the annual fee of $12,500 shall be due each year on or before that year's calendar date which corresponds to the day and month of the Software Warranty Expiration Date. If City does not exercise the option to enter the five year Maintenance Agreement, Contractor's technical support and service provided beyond the initial warranty periods shall be subject to applicable hourly support rates plus travel and per diem cost at time support is provided. 28. REPRESENTATIONS Non -infringement. ECONOLITE 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. 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) 16 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 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. 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. 29. LICENSES The Contractor grants to the City for exclusive use in the City a fully paid non- exclusive, non -transferable icons® software license for (1) Communications server, (1) File/Applications server, (1) Terminal services server and workstation computers. The Communications Server license covers up to 250 intersections operating from a single communications server computer (expandable beyond 250 intersections with additional software licenses and hardware). The 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 c. make only as many back up copies of the Licensed programs in machine readable form as required to support the use of the Licensed programs on each computer. All back up copies must include the copyright notice in the original form as it appears on the licensed programs. The 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. The City may print any screen the software will allow, however, no copyright notices may be removed from the printing. The Licensed programs and support material included with this Agreement are confidential information that is the property of the Contractor. 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 the Contractor. 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 17 bearing the Licensed programs, support materials and program concept shall remain sole property of the Contractor. 30. CONFIDENTIAL INFORMATION. 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 C616601a. 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. Right to Injunctive 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 Article, 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 Article. 31. SOFTWARE UPDATES AND ENHANCEMENTS Software enhancements or new features added to icons through new system development for other agencies, or as part of the Contractor's ongoing research and development shall be offered to the City at a fixed, quoted price. The offer shall remain firm for 90 days from the date of the offer. 32. ASSIGNMENT iH This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. 33., , COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 34. OTHER MATTERS Severability. In the event any of the provisions of this Agreement shall, for any reason, be held void or unenforceable, the remaining provisions shall remain in full effect and shall control. Invalidity. Any provisions of this Agreement prohibited by the law of any state shall, as to said state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. Absence of Third Party Beneficiary Rights. Except as otherwise provided in this Agreement, no provision of this Agreement is intended, nor shall be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in,.any affiliate or subsidiary, and all provisions hereof shall be personal solely between the parties hereto. Headings. Article and Section headings are included solely for convenience, are not to be considered a part of this Agreement nor are they intended to be full and accurate descriptions of the contents thereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: By: Xw--- Aaron C. Harp, Assistant City Attorney for the City of Newport Beach ATTEST: By: LaVonne Harkless, 19 CITY OF NEWPORT BEACH, A Municipal Corporation By: Edward D. Selich, Mayor for the City of Newport Beach M City Clerk Title: Senior Vice President By: ian MaMIA Title: Assistant Secretary Attachments: Exhibit A - Scope of Services Exhibit B — System Acceptance Test Plan Exhibit C - Labor and Materials Payment Bond Exhibit D - Faithful Performance Bond 20 EXHIBIT A: SCOPE OF SERVICES City of Newport Beach Traffic Signal System Upgrade Proposal icons Advanced Traffic Management System Proposal Prepared By: MONDL1TE Solutions that Move the WorldQD 3360 E. La Palma Ave. Anaheim, CA 92806 (714)630-3700 www.econolite.com February 13, 2008 Table of Contents 1° Introduction ^^^,,°,°,,"^^,_^,,°,°,°,^^~^".,".."."..,^""~""""-"""°"""""~,.^~"°°w"°."",.~^~^^°°^1-1 ^ Revision Date: February 13L2008 This document contains information confidential. for personal use hvthe intended mu as expressly person who receives this information |sprohibited from disclosing, distributing, and/or using It. If you have received this document in error, please immediately return it and all copies, and promptly notify the sender. Summary of Experience ................. ..................................................... .................................. 1~1 SummaryofCapabilities ^'^~............ ................... ................................ ............ ................ 1~1 OurMission. ... .......................... ... ..................................................................................... 1^1 Our Promise ......... --- ............. ......... '-.---........... ............ ............... ............ ............ �1~1 2" Project Scope and Understanding."°°°^~"".°~".^,^""^"°~°°°"^"^~°""°^""^"°~"°"2-^1 GeneralScope .................... .................................................................................. ^-~~^~�2-1 CommunicationsScope ....... ............ ~..... ......................................................................... - 2'4 Description 0felectrical and hardware requirements for the project ............ -....................... 2~5 System Intersection Layout -,---- ................................. ........................................ .......... 2-10 SystemArchitecture ... ..................................................................... ..................... .............. 2~11 3. Installation and Integration .."°."^^".^"°...^.^^..°.°.~.°..............°"."~^°^^...........3~1 Overall System integration .............. ...................................... ................................... ......... 3^1 SoftwareIntegration .................................................................................................. ...... ...... 3'1 SoftwareTraining ................. ................................................ ......................... ....................... 3^1 Training ScheUW|e-.......-..~.-.,-.......,.,--,..............^^-,.. 3'2 Project Integration SchedUke-................... .................................................... -....... -....... 3~4 4. Integrated Closed Circuit Television 1CCTV) Module Included Option "°"°"^°"°"^""""""".""°°°"~,°~"°^^"°"""""""°"","""~^"°"°°""°"""^^°""~°,°°^"~"°^^°""^°°^°`°°","°^^""^"""^^^4.1 5. SynchrciTm Module Included Option ......°......^.........^^^^`^^^^`"`^^^^^^"^~"^""^5~1 B. Wd Support ..................................................................... 6-1 ProdCertificate ....,.....'.,....................,..................'.._..'..'.....G^1 SoftwaR�\�a��inty......,..--..........-....-..^------.,-,...'-,,_�6-2 Senjce�DdSupport ............................................................................................................... G~2 7, P01de ,°,°,,,,,,,°^,,,,,,,.,,,,~,°,,,,°,~°,",",,,,.°°"°""^"^.°^°..°,"°~..,^""°°""."""°^��-vK General �rnoposa|SUr8NnG[y-......-.-.-',-.-.--.--.-...-'..-,........7'1 Clarifications,,,._,,,_,,,,.,',,~,^~_',,'_'-......................................... ............. 7~1 OverallPrice Summary .......... .............................. ................... ...................................... .7-2 Revision Date: February 13L2008 This document contains information confidential. for personal use hvthe intended mu as expressly person who receives this information |sprohibited from disclosing, distributing, and/or using It. If you have received this document in error, please immediately return it and all copies, and promptly notify the sender. 1. Introduotion Econolite Control Products, Inc. (ECPI) is pleased to provide this proposal for the following equipment, software and services to the City of Newport Beach in the deployment of a Traffic Control System (TCS) installation. Summary of Experience Econolite is celebrating its 751' year of involvement in developing traffic control equipment and systems. Econolite is recognized as an industry leader in applying new technology to traffic control applications. In particular, Econolite is a recognized leader in the development of advanced traffic controllers, distributed arterial control systems, advanced transportation management systems and video vehicle detection systems. Summary of Capabilities Econolite combines extensive traffic industry experience together with software, hardware, and systems engineering capabilities to provide the following products and services: Traffic Control Products • Actuated and Pre -timed controllers • Aiivarice Transportation Management Systems • Disti W. ed1ti06ffic Management Systems • i ranro kontror: taminet Kssemooes 1. • AUTOSCOPE®Wide Area Video Vehicle Detection Systems • Vehicle and Pedestrian Signals Services • Traffic Engineering, Planning and Analysis Hardware and Software Development • Systems Integration and Test • Needs Analysis • Functional and Environmental Testing Our Mission Econolite is a customer focused provider of innovative solutions for the transportation management systems market We committed to employing advanced technologies with the highest level of quality, service and value to our family of employees, customers and suppliers through a process of continuous improvement. Our Promise Econolite promises leading-edge solutions with superior customer service, and delivers the highest quality products built with integrity and pride. Section - Introduction EECONOUTE Qty of Newport Beach sokm. txac Nk. the Wor Page 1-1 2. " Project Scope and Understanding The following section is the scope of the project, as Econolite understands it. General Scope The following is a proposal to supply software, equipment and services required for the deployment of a basic icons® Advanced Traffic Management System (ATMS) to the City of Newport Beach for their new Traffic Control System (FCS)_ We will provide the icons software, closed circuit television module and Synchro" module to be installed by Eoonolite on Econolite supplied computers provided to the city, which meet the specifications set forth in the Servers, Computers and Auxifiary Equipment section of this document. We will also provide all necessary controller and cabinet upgrades, communications equipment and integration services as described later in this proposal. With respect to this proposal, and according to the information provided by the City, they currently have 21 existing intersections operating under City control, which will be integrated into the initial phase of the upgrade project. They will also be installing one new intersection onto the system, for a total of 22. The 22 intersections to be added to the icons system have been identified with the following type of controller types. The intersections marked with an asterisk will be replaced with new cabinets. Avocado & Corona Del Mar Plaza 820A Avocado & Farallon Dr 820A Avocado.&San Miguel 820A San MigueF& San Joaquin 820A Mab* tir& San Miguel' 170 -type MacArthur &'San Joaquin Hills 170 -type MacArthur_& BonitafFord 820A MacArthur & vilaggio 820A MacArthur &'Bison 820A Coast Hwy & Jamboree 170 -type Coast Hwy & Irvine Terrace 170 -type Coast Hwy & Newport Center 170 -type Coast Hwy & Avocado 170 -type Coast Hwy & MacArthur 170 -type Coast Hwy & Goldenrod 170 -type Coast Hwy & Iris Avenue New Coast Hwy & Marguerite 170 -type Coast Hwy & Poppy 170 -type Coast Hwy & Morning Canyon 170 -type Coast Hwy & Cameo Shores 170 -type Coast Hwy & Pelican Point 170 -type Coast Hwy & Newport Coast Dr 170 -type The new system will be a combination of TWP and FO, according to the drawing supplied by Iteris, and included on page 2-8 of this document. For this system upgrade, Econolite proposes to implement icons in one phase, but configuring the system for a maximum of 150 intersections, adding any remaining intersections onto the system over time. Section — Project Equipment Requirements rEC ONOLITIF. Cry of Newport Beach Page 2-1 sw,cm,� dvt nm„e the wv All controllers on this project will be replaced with Econolite ASC/3 NEMA controllers or 2070L controllers loaded with ASC/3-2070 software. With respect to MacArthur @ San Miguel and Coast Hwy @ Goldenrod, the whole cabinet will be replaced with Econolite TS -2 type 2 "O" cabinets. The new cabinet location, Coast Hwy @ Iris Ave, will also be supplied with a TS -2 type 2 "O" cabinet. These NEMA cabinets are designed to be placed directly on the mounting bolls of 332 or 336 cabinets. The following upgrades are proposed. Econolite is responsible for all field modifications, including installing communications equipment, replacing controllers, and modifying existing cabinets. Pricing includes three, new additional cabinets and installation. Econolite is not responsible for any existing cabinet deficiencies or operational issues. A site survey has been conducted, with all deficiencies and issues listed, and written mutual acceptance of the survey shall be recorded prior to any work beginning. The following modifications have already been identified and will be required on this project. Section — Project Equipment Requirements �EGONOLITE City of Newport Beach = a �e u,e vvorwe Page 2-2 Traffic Signal System Upgrade Project City of Newport Beach Field Controller List and Intersection Equipment Configuration Int# IP I Ethernet Communications Intersection mainicross Existing CCN Cabinet Controller Video Upgrade Type Location Upgrade Controller Suggested Upgrade Central Communications Equipment none 1 Avocado & Corona Del Mar Plaza other Yes ASC13-2100 2 Avocado & Farallon Dr other I Yes ASC13-2100 3 Avocado & San Miguel other Yes ASC/3-2100 4 San Miguel & San Joaquin 170 -type Yes ASC12070 5'; Mao , hur & San. Miguel other Yes "O" TS2-2 Yes ASC/3-2100 6 : MacAAhur &:San Joaquin* Hills 170 -type Yes ASC/2070 7 MacArthur & Bonita/Ford other Yes ASC/3-2100 8'MaAithur;&Vilaggio other Yes ASC/3-2100 9 MaeAithur & Bison other Yes ASC/3-2100 10 Coast Hwy & Jamboree 170 -type Yes ASC/2070 11 Coast Hwy & Irvine Terrace 170 -type Yes ASC/2070 12 Coast Hwy & Newport Center 170 -type Yes ASC/2070 13 Coast Hwy & Avocado 170 -type Yes ASC/2070 14 Coast Hwy & MacArthur 170 -type Yes Yes ASC/2070 15 Coast Hwy & Goldenrod 170 -type "O" TS2-2 Yes ASC/3-2100 16 Coast Hwy & Iris Ave NEW "O" TS2-2 NEW ASC/3-2100 17 Coast Hwy & Marguerite 170 -type Yes ASC/2070 18 Coast Hwy & Poppy 170 -type Yes ASC/2070 19 Coast Hwy & Morning Canyon 170 -type Yes ASC/2070 20 Coast Hwy & Cameo Shores 170 -type Yes ASC12070 21 Coast Hwy & Pelican Point 170 -type Yes ASC12070 22 Coast Hwy & Newport Coast Dr 170 -type Yes ASC/2070 23 Spare Equipment ASC/2070 (1) ASC/3-2100 1 Econolite is responsible for all field modifications, including installing communications equipment, replacing controllers, and modifying existing cabinets. Pricing includes three, new additional cabinets and installation. Econolite is not responsible for any existing cabinet deficiencies or operational issues. A site survey has been conducted, with all deficiencies and issues listed, and written mutual acceptance of the survey shall be recorded prior to any work beginning. The following modifications have already been identified and will be required on this project. Section — Project Equipment Requirements �EGONOLITE City of Newport Beach = a �e u,e vvorwe Page 2-2 14 2010 ECL monitors by EDI 170 -type 7 MMU by EDI NEMA 21 Wire in Door Open PB Switch 170 -type / NEMA 21 Wire in CMU/Cab FI PB Switch 170 -type / NEMA 12 Punch Down block 170 -type / NEMA 14 Red Monitoring panel 170 -type 4 242 DC isolator Isolation module 170 -type / NEMA 12 Load switches cubed with diagnostics 170 -type / NEMA 16 222 detectors 170 -type / NEMA 7 ASC/3 D cable and connector NEMA 7 D Panel interface assembly NEMA 1 New TS2-2 "O" Cabinet assembly NEMA Including: MMU ASC/3-2100 Load switches Detectors Door Open / Flash Switches Section - Project Equipment Requirements ®ECONOUTE City of Newport Beach s�,m,a chac nnwa u,e wo.tts Page 2-3 Communications Scope Econolite has been providing advanced transportation management system solutions for 75 years. As system functionality and technology advances, we have been able to embrace these advancements to provide more efficient and cost effective systems. Many of the complexities and difficulties with system deployment focus on communications infrastructure, communications medium and communication hardware devices.. We have determined that many of these devices/technologies may or may not be compatible with our systems and control hardware and may or may not be able to provide the correct capabilities to support our systems communications needs. Econolite engineers have spent hundreds of hours qualifying speck communications devices that will seamlessly integrate with our systems and control equipment. In this proposal, Econolite proposes specific communications technology and devices based on our evaluation relative to the proposed system requirements. As such, Econolite will take responsibility for the implementation, compatibility, and operation of the communications necessary for our systems as defined within a given proposal. Agencies that choose to provide their own communications, have a third party do so, or request Econolite to substitute devices/technology run the risk of encountering communications problems with their system. Econolite requires the use of Econolite approved third party. communications devices. According to the requirements, the TCS file server and communications server are to be located at the City in the IT equipment room. Econolite will provide the central computer equipment for the icons system, compliant with the central hardware list supplied herein. Eoonolite proposes supplying all communications equipment except for the interconnect wire or cabling and patch panels. W6 propose the following: • This project consists connecting all the new ASC/3 controllers 2070L (ASC/2070) controllers directly to the .Communications Server located at the City using Ethernet communications. This Ethernet connection will be established by a combination of methods. The following three methods are proposed: o Where twisted -pair copper is to remain, provide a high-speed Ethernet connection using IP- over-TWP modem equipment. o Where the above is not available or is to be upgraded, Econolite proposes to provide Ethernet radios or fiber-optic modems (provided cabling exists) at each cabinet to provide a high-speed Ethernet connection. o Either type of communications can originate at the communications server location. Conversion of any type of communications medium (IE. DSL to Radio / Radio to DSL) can be made at any field location by adding a switch at the point where the conversion is required. • Communications channels shall be set up in the ATMS so that no more than 8 controllers will exist on a single channel. With Ethernet communications these channels can co -exist on a single switch port. • Econolite will install the software, upgrade the field hardware, and install the field -to -center communications equipment, integrate 22 intersections into the proposed ATMS system, and provide systems training. NOTES: It is very important that all communications interconnect used to communicate between the field and the proposed TCS be dedicated to the icons ATMS and that the system communications will not be affected by any other users. Section — Project Equipment Requirements EECONDUTE aty of Newport Beach S k, a Col.. the VVr4C• Page 24 The'scope described above is based on information provided to Econolite to date. Any changes to the scope of this project will require a new quotation. The City shall be responsible for testing all the existing copper for proper connectivity and conductance. This scope is based on information provided to Econolite. In the event that (a) alternate means of communications (IP radio / fiber- optic) are desired, or (b) any cut, damaged, and/or otherwise unusable required TWP circuit necessary for the proposed Ethernet communications system will be the responsibility of the City to repair or replace. Any repair/replacement effectively delaying the project shall be added to the proposed project schedule. The City shall not withhold payment for work performed for material on hand due to unforeseen communications issues which are not directly related to Econolite equipment or work. This proposal reflects the design considerations proposed by the City's selected communications consultant, as outlined on page 2-8 of this document. Description of electrical and hardware requirements for the project Servers; Computers and Auxilrary Eouipment In order to meet the requirements of the City of Newport Beach, the icons system requires one (1) file/applications server, one (1) communications server, two (2) workstation computers, one (1) laptop computers, and the central communications equipment as listed in the Hardware Equipment List included in this proposal. Econolite will be providing the equipment and software as detailed in the included list. The system hardware will be configured, software installed and tested in our Colorado Springs, CO EnglpYerirl9..fa ilRy: An=Zcortolite systems engineer will assist the City's IT personnel in integrating. the new icons=:aystein IAN (w4"rkstatians arid;servers only —field communications will be kept separate) with the City's LAN if_heeded. ' AJV. ittuaf" private "network connections and wide area network connections to the new icons netwok are the domain .and_ responsibility of the City's MIS/IT personnel. Econolite can provide network confrgiiiai h diagnostics or design assistance if required to integrate the new icons network to the City's existing network by Econolite engineers, at a rate of $175.00 per hour. Should the City of Newport Beach chose to procure the computer equipment through other channels, the City shall be responsible for the cost of shipping the equipment to and from the Eoonolite, Colorado Springs facility. Central Computer Equipment Last — minimum requirements 1 I Application / I PowerEdge 2950, Dual Core Intel® Xeon® 5130, 41VIB Cache, File Server 2.00GHz, 1333MHz FSB I Windows ServerO 2003 R2, Standard Edition, Includes 5 CALs I 1 x6 Backplane for 3.5 -inch Hard Drives PERC 5/i, x6 Backplane, Integrated Controller Card Integrated SAS/SATA RAID 5, PERC 5/i Integrated 4 - 73GB SAS, 3.5 -inch, 15K RPM Hard Drive [Standard] Riser with 3 PCIe Slots Rack Chassis w/Sliding RapidNersa Rails and Cable Management Arm,Universal Broadcom TCP/IP Offload Engine Not Enabled PowerVault 100T, DAT72 Tape Backup, 36/72GB, w/Controller, Section — Project Equipment Requirements UECONOUTE City of Newport Beach W«+dd Page 2-5 sauaons tt�t AM.ie tha Section — Project Equipment Requirements City of Newport Beach 3ECONOUTE wk. Page 2-6 Symantec Backup Exec v1 Id Server Suite Electronic Documentation and OpenManage CD Kit Microsoft@) SQL ServerT 2005 Standard (5 CAL),OEM,NFI 3Yr SILVER ENTERPRISE SUPPORT: 7x24 HW/SW, NBD Onsite 24X IDE CD-RW/DVD ROM Drive No Floppy Drive for x6 Backplane No Mouse Option US Robotics External dialup modem KVM Switch Cable 2 10 foot Cat 5 Lan Cable 1 2 Comm. Server or Term Svr PowerEdge 1950, Dual Core Intel® Xeon® 5160, 4MB Cache, 3.00GHz, 1333MHz FSB 1 Windows Server@ 2003 R2, Standard Edition, Includes 5 CALs Single Processor only 2GB 533MHz (4x512MB), Single Ranked DIMMs Broadcom TCP/IP Offload Engine Not Enabled Riser with 2 PCIe Slots 36GB, SAS, 3.5 -inch, 15K RPM Hard Drive PERC 5/i, Integrated Controller Card No Mouse Option Dual Embedded BroadcomV NetXtreme 115708 Gigabit Ethernet NIC Dell Remote Access Card, 5th Generation for PowerEdge Remote Management 24X IDE CD-RW/DVD ROM Drive for PowerEdge Servers, All Os Rack Bezel 1x2 Backplane for 3.5 -inch Hard Drives Electronic Documentation and OpenManage CD Kit 36GS, SAS, 3.5 -inch, 15K RPM Hard Drive Integrated SAS/SATA RAID 1, PERC 5/i Integrated Rack Chassis w/Sliding Rapid[Versa Rails and Cable Management Arm,Universal 3Yr SILVER ENTERPRISE SUPPORT: 7x24 HW/SW, NBD Onsite Redundant Power Supply with Y -Cord ICVM Switch Cable 2 10 foot Cat 5 Lan Cable 1 3 Workstations Dell Precision Workstation 490 Desktop, Dual Core Intel® Xeon® Processor 5160 3-OOGHz, 4MB L2,1333 3 Genuine Windows® XP Professional, SP2 with Media 128MB PCIe x16 nVidia Quadro NVS 285, Dual DVI or Dual VGA Capable I GB, DDR2 SDRAM FBD Memory, 533MHz, ECC (2 DIMMS) 80GB SATA 3.0Gb/s,7200 RPM NCQ Hard Drive with 8MB DataBurst CacheTM 48X/32X CD-RW/DVD Combo Drive with Cyberlink Power Section — Project Equipment Requirements City of Newport Beach 3ECONOUTE wk. Page 2-6 ---- ----' -- Quint " DVDw Dell 24 inch UltraSharp� 2407FPW-HC Widescreen, adj stand, USB Entry Quietkey, No Hot Keys Dell USB 2 -Button Mechanical Mouse with Scroll Quick Reference Guide Resource CD - contains Diagnostics and Drivers 3 Year Economy Plan 30 Foot Cat 5 LAN Cable 3 Transient Protecfion Power Strip 3 4 Central System Equipment UPS, 2200 Waft 1 Cisco 24 port lGbps LAN Switch - Model 3560 - P/N WS -C3560- 1 Accutime 2000 Time Synchronization Kit 1 Telephone Surge Prot. 4 -port 1 17" SVGA Monitor 1 Adesso Rackmount Keyboard Drawer with built-in Touchpad 1 5 Central Comm Equipment Single Bay System 90 Rack 1 Foundry FESX424HF (lGig-E Copper Port & 20 Ethernet Fiber 1 6 Laptop LaUtude ATG 0620, Intel Core 2 Duo T7200, 2.OGGHz, 667Mhz 4M L2 Cache, Dual Core (222-7258) 1 Genuine Windows@ XP Professional, SP2, with media NTFS File System for all Operating Systems 14.1 inch Wide Screen WXGA RGDLCD for Latitude ATG D620 (311-6939 Standard Touchpad Dell Wireless 5700 (CDMA EVDO)Built-in Mobile Broadband Mini -Card for Verizon Wirelessservice, Latitude (430-1489) 8X DVD+/ -RW with Roxio CreatorDell Edition Digital Media andCyberlink Power DVD, for LaUtude 120L (313-3883) Intel@ Integrated Graphics Media Accelerator 950 Internal English Keyboard 6 Cell Primary Battery 9OW A/C Adapter F Floppy Drive ---- ----' -- Field Eauinment All NEMA controllers will be replaced with ASC/3 NTCIP Level 2 Ethernet capable controllers. The 170 -type controller will be replaced with a 2070L controller, loaded with ASC13-2070 software. According to the City's documentation the following controller upgrades are required: 13 Controller replacements to 2070L and ASC/3-2070 for the existing 170 -type cabinets 6 Controller replacements to ASC13 for the existing NEMA cabinets 2 Cabinet replacements w/ ASC/3 controllers 1 New Cabinet Installation (equipment only) Communications between intersections will require the following equipment in order to provide adequate connectivity from the City TMC to each of the intersections. Wherever TWP is listed under Cabinet Interconnect, two pairs of the existing copper will be reserved for the VDSL modems, which will replace FSK communications. Any proposed Camera locations will utilize Fiber Optic interconnect. The required cabinet equipment is.defined in. the. chart below: Section - Project Equlpment Requirements UEGOIVOLITE City of Newport Bead Page 2-8 sok,aorw U. K�a,e VAX es Quantity.. Quick Reference Guide Targus Sports Backpack, fits up to 15.4 in. 3 Year Economy Plan Field Eauinment All NEMA controllers will be replaced with ASC/3 NTCIP Level 2 Ethernet capable controllers. The 170 -type controller will be replaced with a 2070L controller, loaded with ASC13-2070 software. According to the City's documentation the following controller upgrades are required: 13 Controller replacements to 2070L and ASC/3-2070 for the existing 170 -type cabinets 6 Controller replacements to ASC13 for the existing NEMA cabinets 2 Cabinet replacements w/ ASC/3 controllers 1 New Cabinet Installation (equipment only) Communications between intersections will require the following equipment in order to provide adequate connectivity from the City TMC to each of the intersections. Wherever TWP is listed under Cabinet Interconnect, two pairs of the existing copper will be reserved for the VDSL modems, which will replace FSK communications. Any proposed Camera locations will utilize Fiber Optic interconnect. The required cabinet equipment is.defined in. the. chart below: Section - Project Equlpment Requirements UEGOIVOLITE City of Newport Bead Page 2-8 sok,aorw U. K�a,e VAX es ON BOARD. Communications Equipment IP 1 Ethernet Communications Intersection main/crossRS900 Existing Controller Type Upgrade Controller Suggested Upgrade Controller Comm Modules RuggedCom Switch or RS8o0L or RS930L Ethernet Cable IFC - A01041 Central Communications Equipment none Avocado & Corona Del Mar Plaza other Yes ASC/3-2100 Ethernet 1 1 Avocado & Farallon Dr other Yes ASC/3-2100 Ethernet 1 1 Avocado & San Miguel other Yes ASC/3-2100 Ethernet 1 1 San Miguel & San Joaquin 170 -type Yes ASC/2070 None 1 1 MacArthur & San Miguel other Yes ASC/3-2100 Ethernet 1 2 MacArthur & San Joaquin Hills 170 -type Yes ASC/2070 None 1 1 MacArthur & Bonita/Ford other Yes ASC/3-2100 Ethernet 1 1 MacArthur & V taggio other Yes ASC/3-2100 Ethernet 1 1 MacArthur & Bison other Yes ASC/3-2100 Ethernet 1, 1 . Coast Hwy & Jamboree 170 -type Yes ASC/2070 None 1 1 Coast Hwy & Irvine Terrace 170 -type Yes ASCf207O None 1 1 Coast Hwy & Newport Center 170 -type Yes ASC/2070 None 1 1 Coast Hwy & Avocado 170 -type Yes ASC/2070 None 1 1 Coast Hwy & MacArthur 170 -type Yes ASC/2070 None 1 2 Coast Hwy &;Iris'Ave , New Yes ASC/3-2100 Ethernet 1 1 Coas¢;1twy' ,:G.aldenrod 170 -type Yes ASC/3-2100 Ethernet 1 1 'Coast" &.Marguerite 170 -type Yes ASC/2070 None 1 1 .£oa6t:Hwy-4j Poppy 170 -type Yes ASC/2070 None 1 1 0oa§t'HwyA Mbming Canyon 170 -type Yes ASC/2070 None 1 1 Coast Hwy & Cameo Shores 170 -type Yes ASC/2070 None 1 1 CoastHwy.&-Pelican Point 170 -type Yes ASC/2070 none 1 1 Coast Hwy &.Newport Coast Or 170 -type Yes ASC/2070 none 1 1 Spare Equipment None none Section — Project Equipment Requirements-ECONOLITE aty of Newport neadl Page 2-9 sorx�ane v,ec the System Architecture The foundry switch will be installed by Econolite, as long as we have access to the equipment rack at the Library. Otherwise, the Odys IT department will need to install the switch and make the necessary connections. section - Projed Equipment aeg,renients RECONOUTE City of Newpoit Beach - Soluomhe that Mb the Wcr+P Page 2-11 3. Installation and Integration Overall System Integration This item includes software license fees for three icons workstations (desktops and laptops), one traffic applicationlfile server and one communications server license. All items have a one year warranty. The Communications Server license covers up to 250 intersections operating from a single communications server computer (expandable beyond 250 intersections with additional software licenses and hardware). The standard protocol for this system will be NTCIP. Econolite Control Products, Inc.'s systems engineering team provides an extensive process for system installation, initialization, testing and acceptance. An Econolite Project Manager, Jason Hann, will manage the new system from its earliest stages of contract signing all the way to final acceptance. Econolite will also supply one licensed copy of Econolite's Aries® Data Manager software, to be loaded on 1 computer and used to configure the ASC/3 controllers prior to deployment to the field. This software is licensed for a single computer only, and allows the user to upload/download databases while directly connected to the controller. Software Integration Factory performance testing is performed at the Econolite Colorado Springs, Colorado Facility. There; an Edgnofite; team of engineers will assemble the system hardware, install the software, test the system ODM,ponents.(using,standard system test documents), prepare the system graphics for one (1) base map, one, (1) area map,.. arid, twenty-two: (22) standard intersection displays, and document the final system (all hardware configurations. The.base:map and area map will be developed from an appropriate map graphics 'file, supplied•bythe City of Newport Beach in a file format compatible with the icons graphic editor (BMP or WMF). After completion of the Econolite standard system performance tests, the system will be disassembled, packed and shipped to the job site. A member of the Econolite system engineering team will arrive on site to unpack, reassemble and test the system. Performance testing of the system and the interconnect infrastructure will be conducted by communication testing (upload / download / status checking) to an initial twenty-two (22) 2070L or ASC13 controllers. This proposal includes labor and expenses for one week for installation and intersection integration. All communications channels should be tested, and any cabinet installations should be completed by the City, prior to the arrival of system engineering. Any additional time necessary to integrate the intersections will be billed separately at $175.00 per hour, plus travel expenses. Acceptance testing will consist of an operational demonstration to the customer of all major software components using a standard system acceptance test developed by Econolite, Software Training System training will be scheduled after the system engineering team has the system functionally operational. Our quote for this project includes one week of initial training, for up to 32 hours, on the icons® system. This is the minimum amount of time required for the initial training and will include instruction on system hardware, system operation, and system administration. The course outline is included at the end of this proposal. Training will be conducted at Econolite's Anaheim facility for up to ten people. The training will be conducted on four consecutive days. Section - Installation and Integration ECONOL�TE Gty or Newport Beach so7w;7.-aux Move �WarHT Page 3-1 Follow up training can be scheduled once the City has had a chance to use the system and become familiar with the, areas where they may benefit from additional instruction. Agendas and time frames can be negotiated at any time. Training Schedule Day 1: Introduction to icons®', System Overview and Summary. 1.5 HRS. This session will review the System Hardware, System Software, icons® Traffic Management System capabilities and features, and a brief tour of the Traffic Management System Workspace. How to Log -On to Windows® for both remote (Dial -Up) and local workstations, launching the ITMS Client application, logging on to icons , accessing system graphics and an explanation of the workspace components will be discussed. Using the icons® Advanced Traffic Management System. 6.5 HRS. This session will consist of a comprehensive review of the workstation software suite. During the Gass, each menu item in the ITMS Client application will be reviewed. Each attendee will be afforded the opportunity to use the system software to perform various tasks and operations. Day 2: Using•the icons system (continued from Day 1) 8.0 HRS Day 3: Using the icons® system (continued from Day 2) 4.0 HRS Using the icons® Graphic Editor. 4.0 HRS. This session will cover the use of the icons® Graphic Editor Software. During the class, attendees will be walked through the various menu entries and features of the Graphic Editor package. Practical application of the editor will be demonstrated by modifying one of the system graphics and creating a new graphic using one of the template graphics supplied with the editor. Day 4: System Administration: Windows® Security This session will provide a general overview removing user accounts to and from the system. user account to / from the system. The Windows® Event Logs 8.0 HRS. (1.0 HR.) of the Windows security system as well as creating and Each attendee will have the opportunity to add or remove a (0.5 HR.) i icons is a registered trademark of Econolite Control Products, Inc. Section - Installation and Integration NECONOL.ITE Gty of Newport Bead i Page 3-2 sd,cone Met n rha wv+1e This session will cover both the System and Application Event Logs within Windows. Speck items appearing,within the logs will be discussed and their relationship to system performance will be reviewed. Database Backups (0.5 HR.) This session will review how the system backs -up the SQL Databases and the required operator actions. Software Installation Procedures (2.0 HRS.) This session will review the procedures used to install the icons® Traffic Management System Software on a target computer. Additionally, general setup requirements for each "type" of computer will be reviewed. The icons® Server software suite (2.0 HRS.) This session will review the function of each component comprising the server software suite. Each INI file used by an icons component will be reviewed in detail. The NT Registry will also be reviewed for those ITMS Services that use the registry to configure their operation. This session will also cover the Administration menu items associated with the ITMS Client application. Adding and deleting users to and from the icons® system and assigning user privileges will be reviewed. Using the System Configuration editor to after the system Zone and Section layout will also be reviewed. icons® System Configuration and Troubleshooting (2 HRS.) This session will review the system hardware and cabling. General functions of each piece of equipment will be covered and thepotential impact of equipment faults will be discussed. The LAN and TCP/IP portion of the session will review the basic setup and configuration of the Local Area Network. General network troubleshooting tools and procedures will be reviewed. This session will also review the ITMS COMM TEST, NTCIP COMM TEST and COMM MANAGER WIN SPY applications included with the Traffic Management System. Section — Installation and Integration WECONOLrm City of Newport Beads Page 3-3 Project Integration Schedule Below is a schedule defining the project tasks and proposed timeline. Some tasks can run concurrently, but the overall timeframe should be less than 120 days, after Econolite control Products receives the notice to proceed. �a Dikbtiori„ a' Newport Beach, CA icons® Project 120 days Notice to proceed 0 days Field equipment installation 70 days Communications equipment rocurement 4 wks Controller / cabinet upgrades 4 wks Field testing 1 wk icons installation 90 days Procure equipment 4 wks Receive main map and intersection graphics from City 2 wks Generation of main map and 22 intersection displays 3 wks Configure equipment in house 2 wks Factory Acceptance test in house 1 wk §4i; .e_ ' merit to. project site 1 wk lrstsiialon and infe ration on site 2 wks Aece''tince, testing on site 1 wk Trai . ning 1 wk Section — Installation and Integration �ECan�iolLi-� City of Newport Beach Page 3-4 sak,on-�e de Ma. the wa1dG 4. Integrated Closed Circuit Television (CCTV] Module Included Option The optional icons CCN -IP module consists of video servers (Broadware Media Server and Command Server) and video server software packages that provide integrated system -wide distributed video and camera management over local and wide area IP networks, and is licensed for up to 10 cameras. The Media server purpose is to retrieve the video from the field, make the video available to icons. The Command server is responsible for retrieving the video from the Media server and "pushing" to the wall monitors. Additional cameras may be added by increasing the camera licenses. This module takes advantage of the latest developments in streaming video technology and is based on an advanced Interactive Media Server. Video is encoded at the source using low cost digital encoders or IP cameras from vendors such as Axis, VCS and Pelco. Most of these encoders offer the ability to set the image size, quality, and frame rate. The Interactive Media Server then manages and distributes the encoded video allowing transmission of the video to multiple viewing clients simultaneously. This license price covers up to 10 cameras or video streams and the video server. Access to the icons CCN -IP module is controlled by privileges associated with operator IDs. All cameras connected to the icons system are represented by objects on the system map. Using the CCN -IP module, system operators at the. TMC or anywhere on the system's network can click on a camera object on the system base map'and view video from that camera and control the camera position (pan, lift, and zoom). n WvvakWa9mns eroatlwara Vaioo Media Sorver System HOWloh RuggedCom Switch vaso Broidoo Comma wan monnomField Noto* Server (not Included In proposal) . W to IW IV Cameras Fixed cameras images, such as those from video detectors, can also be viewed. At this time the icons CCN -IP module supports Pekes and Cohu cameras together with video encoders from Axis, VCS, and Pelco (PelcoNet). This proposal includes all the equipment necessary to view video from icons or from wall monitors, but DOES NOT include the wall monitor, themselves. Section — Integrated posed Circuit Television (GCM ECt3NOLiTE City of Newport Beach Page 41 S k„ d—?A 9 Ova W ride This proposal includes all equipment to install 2 camera locations onto the CCN -IP module, as listed below. Video wall equipment is not included in this price proposal. Section — Integrated Oosed Circuit Television (CCTV) �ECONOLITE City of Newport Reach Page 42 Sokrhaie that Move the WwYtl� CCTV Module Item Description Qty ua to ten cameras Central Equipment th Software 1 Broadware Media Server (BMS) w/ Software & 10 Camera License 1 Broadware Command Server (BCS) — includes 1 BCS Client License 1 Broadware BCS Client Licenses (1 required for each wall monitor) 3 2 icons CCN License Fee 1 Field Equipment 3 Cameras - Pelco Pelco SD435-PG-Et Spectra IV SE Color PTZ Dome Camera Pendant Environmental 35- 0 -tical Zoom 2 Camera Power Supply, 1 output 4 amps, 120/240vAC 2 Pole mount adapter 2 4 "er$. . AW. 'Oj 10 port video sever to be used with Media Server 2 A1si916iir port video server to be used with Media Server 0 C 'rriera I'nierface Panel (ACIP -1) 0 Camera'.lritertace Panel (ACIP -4) 0 Cat 5 Jumper Cable 2 Video wall equipment is not included in this price proposal. Section — Integrated Oosed Circuit Television (CCTV) �ECONOLITE City of Newport Reach Page 42 Sokrhaie that Move the WwYtl� �. 3ynchro rm Module Included Option The icons system supports an optional interface to the SYNCHROTm signal timing optimization software. This interface provides the ability to transfer Econolite ASC/2 or ASC/3 controller phase and coordination data to/from SYNCHRO. The icons SYNCHRO interface provides the ability to save controller phasing and timing data in the Universal Traffic Data Format (UTDF). Once saved in this format, the data can be imported and opened in the SYNCHRO application for off-line analysis and optimization. The icons SYNCHRO interface also provides the ability to import SYNCHRO timing plan data saved in the UTDF format into the native ASC/2 or ASC/3 controller format for use within the system. After transfer to the ASC/2 or ASC/3 controller database, the new timings can be downloaded to the local controller by the icons operator. The SYNCHRO interface is not part of the basic icons system and requires additional licensing. Pricing for this module has been included as a separate line item. Section - synchro- Interface ®ECONOLITE City of Newport Beach Page 5-1 so7udone C1 at nro�s the W«ids Software Warranty Econolite Control Products, Inc. (Econolite) warrants the icons software components licensed to the original purchasing agency (Purchaser) for a period of one (1) year from date of customer acceptance, if Econolite installs the software or supplies technical direction or installation by contract. The warranty period shall run from the completion of installation, provided same is not unreasonably delayed by the Purchaser. Eoonolite is responsible for warranting the software in accordance to published icons specifications. Econolite is not responsible for non-conformance caused by negligence, acts of God, or use of software in a manner not originally intended. If the software delivered hereunder does not meet the above warranty, and if the Purchaser promptly notifies Econolite, Econolite shall thereupon correct any defect, including non-conformance with published icons specifications, either (at our option) by correcting defective software or modifying the software to meet specifications. The liability of Econolite under this warranty, for any loss or damage 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 the Purchaser and the exclusive liability of Econolite. THE EXPRESS WARRANTY SET FORTH IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY ECONOLITE. ECONOLITE MAKES AND PURCHASER RECEIVES NO OTHER EXPRESS WARRANTY AND NO IMPLIED WARRANTIES. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. THE STATED EXPRESS W; NTS Y '.1N LIE -U OF. ALL LIABILITIES OR OBLIGATIONS OF ECONOLITE FOR DAMAGES N'OUT':OF:'OR'IN CONNECTION WITH THE SALE, DELIVERY, OPERATION OR USE OF THE SDS. TI -W, Gva"rities set forth Herein' shall be void if the software has been (1) altered outside of Econoifte's faeiliGes; (2) subjected to misuse, negligence or operated in other than normal and proper use and service, or ) (3ihstalled or adjusted in a manner not in accordance with Econolite's instructions. This warranty does not extend to software not developed by Econolite. Econolite has the sole right to determine whether or not an item "is covered under our warranty policy. Service and Support With keeping to our company promise, we will make every effort to provide quick and immediate service and support for any problems or issues that the City may encounter. This may involve troubleshooting by telephone, email or other communications methods (remote access), or may be handled by field visits by technicians if we are unable to resolve the problem remotely. For any trouble reports that are received after normal business hours, we will respond with a telephone call and email confirmation from one of our technicians within one business day of receiving the message. If he is unable to resolve the issue, a visit will be scheduled. We cannot guarantee a time frame on the field response, but we will make every effort to respond to any issue as quickly as possible. Section — warranty certificateEGO1V OLITE Page 6-2 City of Newport Beads u� ,k, .c nnOw.iy® 7. ' Price Summary General Proposal Summary The main proposal includes pricing for connecting 22 intersections either by Ethernet over copper or wireless Ethernet to the icons system. The main also proposal includes the following: • icons Central Traffic Management System • SynchroT"h Interface Module • CCN Module (10 camera license) The computer hardware either provided by Econolite will include licenses for: 1— File/Application Server 1 — Communication Server 2 — Workstations 1— Laptop There are (2) proposed CCTV locations to be installed with necessary communications and camera equipment for the optional CCTV module. Sasic ieons. system The Basic ieons system price includes supplying the software and services required for the deployment of a basic icons Advanced Traffic Management System to the City of Newport Beach. We will provide the icons software to be installed by Econolite engineers. We will also provide integrations services as described in this proposal. The Basic icons system will be supplied in one phase, which includes the base map, area map, 22 intersection displays, CCN module and SynchroTM Module, as well all training and integration required to set up, configure and begin operating the system. Attachment A - Acceptance Test gECDNOLITE Gty of Newport Beach Page 7-1 sok, �r� Overall Price Summary System Upgrade Price (22 Intersections)....................................................$492,600.00 Includes: 1. Basic icons system................................................................................... $228,100.00 a. Computers (servers, workstations, laptops, etc.) ................. $38,400.00 b. Server / Computer Configuration & Installation .................. $189,700.00 • 90% Payable upon Delivery. ............................. $205,290.00 10% Payable upon Acceptance............................$22,810.00 2. Field Equipment (controller replacements and module upgrades)... $201,228.00 24 Controller Replacements (including 2 spares) ................ $81,600.00 2 Cabinet Replacements.................................................... $36,300.00 1 New Cabinet Installation {equipment only) ...................... $18,150.00 Feld Modification Equipment .......................................... $65,178.00 • 90% Payable upon Delivery ..............................$181,105.20 • 10% Payable upon Acceptance .............................$20,122.80 3. Communications Equipment (modems, switches, etc.) ....................... $37,400.00 22 RuggedCom 900 series switches & installation ..............$37,400.00 • 901/6 Payable upon Delivery ................................$33,660.00 101/6 Payable upon Acceptance ...............................$3,740.00 4. Field Modification/ Communications Labor..........................................$25,872.00 • 90% Payable upon Delivery ................................$23,284.80 • 10% Payable upon Acceptance ...............................$2,588.00 5. CCN Module Price (10 Camera License) ................................... $45,900.00 Includes all equipment and Integration Broadware video servers and all applicable licenses Video and Communications Equipment for 2 Camera Locations • 90% Payable upon Delivery ...............................$41,310.00 • 10% Payable upon Acceptance ..............................$4,590.00 Attachment A—Acceptance Test EGOMOILITE Qty of Newport Beach Page 7-2 S kti d . Me w,e WorkJ8 6. Synchro® Interface Module...........................................................$20,000.00 • 90% Payable upon Delivery .............................$18,000.00 • 10% Payable upon Acceptance...........................$2,000.00 Labor, Materials & Performance Bond ............................................ $8,639.54 • 100% Payable upon Issuance of Bond ............ $8,639.54 Estimated Shipping ..................... $2,767.50 Estimated Tax (7.75%) .............$14,702.08 Total Proposal Price ................$584609.12 Terms and Conditions • Payment terms net 30 days • Ail shipments are FOB Anaheim, CA. Attadnent A—Acceptance TestECOMDl.:iTE 7 City Newport BeachBaArtions d ac AA a the VVO3 H Page 7-3 Exhibit B: Sample System Acceptance feet icons ATMS System Acceptance Test Procedure Newport Beach, California Date of Performance: Performed By: Witnessed By: Exhibit B — Acceptance Test i ELiQNQUTE City Newport Beach say a,�e nn� v Page ASC/3 Controller Basic Setup and Configuration ASC/3 Controller: 1. Set Coordinator Options (Main—Coordinator—Options]: a. Set Interconnect Format to PLAN. b. Set Interconnect Source to NIC. 2. Set Port 3 parameters [Main—�Config--)Port3]: a. Set protocol to NTCIP. b. Set NTCIP Address (not "Telemetry Address"). c. Set NTCIP Response Delay to 1. d. Set NTCIP Drop Out Time to 60. e. Set to full duplex. f. Set the data rate to 38400 BPS. g. Set the data, parity, stop bits to 8,N,1 (not 8,0, 1). h. Enable the port. icomVm Workstation Setup 1. Ensure the controller types is ASC/3 [Admin/Configuration]. 2. Graphics for the system will not be available until formatting of files is iconf'4Communications Server Setup Verify ITMSCOMM parameters in the ITMSCOMM.INI for the Field Communication Circuits (Communications Server): a. Protocol = NTCIP_2. b. Primary Poll Message = NTCIP PRI. c. Secondary Poll Message = NTCIP—SEC. d. Primary Poll Period = 1. e. Secondary Poll Period = 60. f. Secondary Poll Mode = STAGGERED. g. Transmit Overlap = NONE. h. Soft Failure Count = 5. i. Media Type = UDP. j. Line Speed = 38400. k. Line Bits = 8. . 1. Line Parity = NOPARITY. m. Line Stop Bits = ONESTOPBIT. n. Turnaround Delay = 0. o. Write and Read timing parameters are set to values of 10, 30, 0, 0 and 100 respectively. p. No Poll Read Total Timeout = 1000. q. Controller Drops are correctly programmed for each channel. r. Controllers are enabled and their respective Comm. Addresses are correct. 2. Verify ITMS RELAY parameters in the ITMSRELAY.INI (Communications Server 1): Exhibit B — Acceptance Test NECONOUTE: Gty of Newport Beads FaakiGans U Mwe the Waida Page ii a. All Controllers are assigned to NTCIP_ASC2B_RIA protocol profile. b. [packetI ] consists of the following NTCIP objects: i. PHS _GRN _I (phase 1-8 green and yellow status). ii. PED_I (phase 1-8 walk and ped. clear status). iii. unit flash iv. coord_pat_status v. short _alarm—status vi. ase—trans—status vii. asc_preempt_status viii. veh_det_I ix. veh_det_2 x. phs_call _I xi. phs_next_I xii. pedcall_1 xiii. alarm state I xiv. Spec _ Rine _1 xv. spec_func_2 fi xvi. spec_mc_3 xvii. spec_func_4 c. [packet2] consists of the following NTCIP objects: i. ,.unit_download_request d.[Ni'CIP_Primary_Polling_Message] is assigned to all controllers as packetl. e.[NTCIP_Secondary_Polling_Message] is assigned to all controllers as packet2. f. [NTCIP_Setup]: i. Retry_Count = 3. & V6S Period = 60. 3, Verify Detector Mapper parameters in the DM.INI (File Server): a. Unit of Measurement = 1 (Feet) b. Average Detection Zone Length = 6.5 (feet). c. Average Vehicle Length = 16.5 (feet). d. VOS Collection Period= 300 (seconds). 4. Verify Alarm parameters in the ALARM.INI (File Server). a. CommPort = COM3. E) "i it e — Acceptance TestECONOLir E Gly of Newport Beads =mac Mw ase ~« Page Ni Systems Acceptance Test Procedures Exhibit B — Acceptance Test NECONOUTE OLy of Newport Beach Page iv 77777 SOL SERVER AND DATABASE OPERATIONS Verify that Microsoft SOL The software is installed. 1.1 Server 2005 has been SOL Server installed on the Traffic software. Application / File Server computer. 1.1.1 Verify that the SOL Server The log should show software is running and MSSQL Server SOL Server operating normally by Application. software. examining the Application Event Log. 1.1.2 Launch the SOL Server The SOL Enterprise Enterprise Manager utility, Manager Console Window from the Start Menu I opens. SOL Server Pibgrarns I Microsoft SOL software. Server I Enterprise Manager option. Connect to SOL. 1.1.3 Expand the 'Tred'view in The graphic the left windowpane to representation of the show the (Local) computer contains a SOL Server (Windows NT) computer. Green Right Arrow to software. indicate that SOL Server is running on the computer. 1.2 Continue to expand the The database tree shows "Tree" in the left window the databases. SOL Databases. for (Local) (Windows NIT) I DATABASES. 1.3 Collapse the tree for the The right window Databases and expand indicates Database SOL Database the tree for Management Maintenance Plan 1. Maintenance Select Database Plans. Maintenance Plans from the Management tree___L Exhibit B — Acceptance Test NECONOUTE OLy of Newport Beach Page iv T6skr— Item-:! on Comments.'. N 1-3.1 Double click on Information about Maintenanceplaril in the Maintenance plant left window. appears in the right window. SQL Database The Maintenance Plan is Maintenance set to backup the Plans. databases. Database Backups are performed every Sunday at 2:00 AM. 1.4 Close SQL Smer Enterprise Manager and launch Windows Explorer. The folder contains Expand the tree to locate backups of the selected Database the folder "CAProgram databases Backups. FileMmicrosoft SQL Server%MSSQL1XSACKUP %lo,DnsV and display the Net foltir, 2 ico,,7s ITMS SERVER SERVICES Log -on to the INSTALLATION AND The entry indicates that OPERATION 2,1 Communication Server the ITMS computer and go to the Communications service Control Panel I is set to Manual start type ITMS Administrative Tools I and that the service has Communications Services window. started. Service. Scroll through the services list and locate the entry for ITMS Communications. 2.1.1 Examine the Application The event detail indicates Event Log for and entry: that the service started ITMS Source – ITMS, Category successfully. Communications – Communications, Event Service. – 150, and examine the event detail. Exhibit B – Aca"ince Test 9-ECONOUTE City of Newport Beach ivl� &� worwa Page v Exhibit 8 - Aoceptance Test UECONOLITE City of Newport Beach Page vi tem.! -AdtiaFi a - oT Fall 2.2 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS -rime Broadcast Services window on the service isset to Manual ITMS Time Commurfication Server. start type and that the Broadcast Scroll through the service has started. Service. services list and locate the entry for ITMS Time Broadcast. 2.2.1 Examine the Application Time has been The broadcast interval Event Log and locate the successfully broadcast on (frequency) may be most recent entry, all applicable channels. determined by Source: ITMS Time examining the ITMS Time Broadcast; Category: Broadcast Period key Broadcast Service; Event: 300; and value in the Service. open it. Communication Server computer Registry. The minimum frequency shouild be at once-per- day(1440s) 2.2.2 Communication Verify that the controllers The Date and Time are Channell have the correct time and correct. controllers. date. 2.2.3 Communication Verify that the controllers The Date and Time are Channe14 have the correct time and correct. controllers. date. 2.2.4 Communication Verify that the controllers The Date and Time are Channef8 have the correct time and correct. controllers. date. 2.2.5 Communication Verify that the controllers The Date and Time are Channel 11 have the correct time and correct. controllers, date. Exhibit 8 - Aoceptance Test UECONOLITE City of Newport Beach Page vi Tas -_fassY Item Action Result Comments umber' N .. 4 Fal - 2-3 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS Relay service is Services window on the set to Manual start type ITMS Relay Communication Server and that the service has Service. ICONSCS. started. Scroll through the services list and locate the entry for ITMS Relay. 2.4 Log on to the File Server The entry indicates that ICONSFS computer and the ITMS Event Channel go to the Control Panel I service is set to Manual Administrative Tools I start type and that the ITMS Event Services window. service has started. Channel Service. Scroll through the services list and locate the entry for ITMS Event Channel. 2.5 Go to the Control Panel I The entry Indicates that Administrative Tools I the ITMS Event Log Services window on the Monitor service is set to File Server ICONSFS Manual start type and that ITMS Event Log computer. the service has started. Monitor Service. Scroll through the services list and locate the entry for ITMS Event Log Mondor service. 2.6 Go to the Control Panel I The entry indicates that Administrative Tools I the ITMS Event Logger Services window on the service is set to Manual ITMS Event File Server. start type and that the Logger Service. Scroll through the service has started.. services list and locate the entry for ITMS Event Logger service. E)"bit 6 — Acceptance Test ®ECONOLITE City of Newport Beach nnwa a� W«ves Page VII Exhibit 8 — Aoceptar" Test -MECONOLITE-= City of Newport Beach Sok� that M� tf� Vvbricz Page vii 0 n-!7 �- �5 2, 7, mo, 1: Fail 2.7 Go to the Control Panel I The entry indicates that Administrative Tools I the ITIVIS Traffic Control Services window on the service is set to Manual ITIMS Traffic File Server. start type and that the Control Service. Scroll through the service has started. services list and locate the entry for ITNIS Traffic Control service. 2.8 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS Remote Upload Services window on the Download service is set ITIMS Remote File Server. to start automatically and Upload / Scroll through the that the service has Download services list and locate started. Service. the entry for ITMS Remote Upload I Download service. 2.9 Gd to the Control Panel The entry indicates that Administrative Tools I the ITMS Detector Services window on the Mapper service is set to ITIVIS Detector File Server. Manual start type and that Mapper Service. Scroll through the the service has started. services list and locate the entry for ITMS Detector Mapper service. 2.10 Go to the Control Panel The entry indicates that Administrative Tools I the ITMS AlarmAct Services window on the service is set to Manual ITIVIS Alarm File Server. start type and that the Service, Scroll through the service has started. services list and locate the entry for ITIVIS AlarmAct service. Exhibit 8 — Aoceptar" Test -MECONOLITE-= City of Newport Beach Sok� that M� tf� Vvbricz Page vii Exhibit B — Acceptance Test �EGONOLITE City of Newport Beach Page Ix sokfd n d o Mot u,a Wanda Actrom 13ftmbe em Result.< Fad. Co#s rrimenti. 2.10.1 Go to the Control Panel l The entry indicates that Administrative Tools j the ITMS Traffic Control Services window on the service is set to Manual ITMS Event File Server. start type and that the Mapper Service. Scroll through the service has started. services list and locate the entry for RMS Event Mapper service. 2.10.2 Go to the Control Panel j The entry indicates that Administrative Tools j the ITMS Traffic Control Services window on the service is set to Manual ITMS Time Drift File Server. start type and that the Service. Scroll through the service has started. services list and locate the entry for ITMS Time Oftit;service. V!ORKSTATI• 9ootthe computer. AND OPERATION The computer boots 3A Computer normally to Windows® Startup. 2003 Workstation. 3.1.1 Logon to the computer The Windows Desktop Computer Log - with a valid user name appears. On. and password. 3.2 Using the PING The ICONSCS computer command, ping ICONSCS replies to the ping computer command. LAN Connection. The ICONSFS computer ICONSFS computer replies to the ping command. 3.3 Launch the icons Graphic The Program launches Editor program from either without error. the Start Menu j Programs Software jlcons j Icons Graphics Installation Editor entry or the desktop The program shuts down Verification. shortcut. correctly. Close the program. Exhibit B — Acceptance Test �EGONOLITE City of Newport Beach Page Ix sokfd n d o Mot u,a Wanda EAubit B - Acoeptance Test ESECONOUTE City of Newport Beach Sk�&�M�theWoHdb Page x 27 "i gg U0 3.3.1 Launch the icons ITIVIS The Program launches Client program from either without error. Software the Start Menu I Programs I Installation Icons I ICONS entry or Verification. the desktop shortcut. The program shuts down correctly. Close the program. 4 icons GRAPHIC Launch the icons Graphic EDITOR FUNCTIONALITY The program starts 4.1 Editor prograrn from either without error and the the Start Menu I Programs Graphic Editor workspace Program Start I loons I Icons Graphics window opens. Editor entry or the desktop shortcut. 4.2 Click on File I Open. An Open File window appears. Move to the C.XPmgram A graphic opens with a File I Open FI(es\Eow%oIi1e\GS_IGE\D Blue background Function. ata\Graphics\ folder and containing the word select the NEW.ILX file. "Laber at a 45 -degree Click on Open to open the angle. file. 4.3 Library File Click on the Library Menu A window opens to select Function, item. the Library Me to open. 4�3.1 Browse to CAProgram A new window opens FlIes\EcDnoIlte\GS,_IGE\D containing the graphic Library File ataV151 the folders and selected. Function. select WARNINGS.ILX. Click on the Opdn button. 4.3.2 Click on and "drag -and- The graphic is Note: depending on the drop" the graphic from the successfulty, placed in the original scale of the library window into the new window. library graphic, it may Library File main graphic window. be necessary to use the Function. Horne View button to observe the graphic in the New drawing. EAubit B - Acoeptance Test ESECONOUTE City of Newport Beach Sk�&�M�theWoHdb Page x Exhibit B - Acceptance Test City of Newport Beach 3ECONOUTE Page A U� M� t�. W.-Idg W aq ga- A- UP %W--. --Rbsipilf umber Y F i a Ii 4.3.3 Editor Group Open the IGE intersection The file successfully Operation. graphic for the test signal. opens. 4.4 Click on the Edit I Select Selection boxes appear Editor Group All function. around every object in the Operation. drawing. 4.4.1 Click on the Edit I Selection boxes appear Editor Group Ungroup funcfion. around each object in the Operation. drawing 4.5 Click on an object that is A single selection box Note: use the Home part of the graphic. appears around a single View Tool Button to re - object in the graphic. size the display and Editor Group repeat this step as Operation. many times as necessary to place the graphic where desired. 4.5.1 Graphic Double-click on any part The Graphic Attributes Attributes. ofthe graphic. box opens. 4.6 Change the Layer for the The Attributes window Note: refer to the Jcws� Graphic graphic to Layer 2 and closes, Graphic Editor Manual Attributes. click OK- for a list of the valid Icon Data Types. 4.7 Click on File I Layers to The window opens open the Layer properties showiing the Individual Layering window. layers OntOff and Functions, Selectability settings. Verify that Layer 2 is not selectable. 4.7.1 Double -dick on the same The window will not open Layering object to open the Graphic and selection marks are Functions. Athibutes window. not visible on the graphic. Exhibit B - Acceptance Test City of Newport Beach 3ECONOUTE Page A U� M� t�. W.-Idg Exhibit B — Acceptance Test Oty of Newport Beach W-ECONOUTE Page)di S�� � � � Work!0 4 t ..... . ... . on. esu 4.7.2 Click the setting for Layer Selection marks appear 2 Selectability, and then on the graphic and the clouble-dick on any part of Graphic Attributes winclow the graphic display to opens. Layering open the Graphic Functions. Attributes Window. Close the Graphics Attributes window. 4.8 Click Off the Layer The Graphic disappears Note: insure that "sig' is Visibility setting for Layer from the screen. lower rase and that Layering 2. there are no spaces Functions. between 'sig" and the number. 4.9 Click the Layer 2 Visibility The graphic appears on setting back On and click the screen. the Selectability setting .Layering Off. The Layer Attributes Functions. window closes. Close the Layer Attributes winclow. 4.10 Click on File I Save or The graphic is saved to File I Save dick the Tool Bar button disk. Function, to save the graphic. 4.10.1 File I Close Click on File I Close to The IGE Workspace Function. dose the Graphic File. clears. iconsGUI FUNCTIONALITY Windows@ operating 5.1 Windows@ Visual inspection. Software normally 5.1.1 Double click on the kons�Client program is Winclows@ iconsrm shortcut on the launched. Software Desktop. 5.1.2 The iconsTm startup screen appears with icons� Startup Visual insped:ion. progress bar on the bottom. Exhibit B — Acceptance Test Oty of Newport Beach W-ECONOUTE Page)di S�� � � � Work!0 Exhibit 8 — Anoeptance Test aty of Newpoft Beach W-ECONOUTE pagexifl esoknl� tt� M�Ittm WloricfS I t -111 — -- ---- paw; - ..ibe a Fail.. 5.1.3 The icons�GUI appears korxs�Startup Visual inspection with the Main System Map displayed. 5.1 A Confirmation of icoagm logo at upper -right Communications Visual inspection. comer shows sarilling with User Interface icons. 5.1.5 The workspace screen (with only the File menu selection available) Sign On Visual inspection. appears when the i0onslu Client is successfully launched. 5.1.6 Click once on File menu A dropdown File menu Sign On item on Menu Bar. appears. 5.1.7 Click once on Sign On. A Sign On screen Sign On appears. 51.8 Type a valid user name and password into the Al items on the rnenu Sign On appropriate spaces and selections become click once on the "OK" available. button. 5.2 The map is correctly displayed and covers the entire system area. Main System Visual inspection. Objects (arrows) are Map displayed on the map for each Signal that is part of the system - 5.2.1 Point at each object on The popup text box the map and verify that a contains the correct ID Main System text box appears with the Number and Description Map Object ID Number and for each object. Description for each item. 5.2.1.1 Verify that the map arrows Main System are changing color (Green Visual inspection. Map Display and Red) for each signal operating on the system. Exhibit 8 — Anoeptance Test aty of Newpoft Beach W-ECONOUTE pagexifl esoknl� tt� M�Ittm WloricfS Exhibit B — Acceptance Test EF-CONOLITE City of Newport Beach sckm. � lvl� tl� Wor4de Page xJv u .2 1.2 5.2.1.2 The phase indications are Verify correct Green and correct. Intersection Red phase indications for The Timing tab display Graphics each active phase as the indicates the correct controller cycles. current pattern. 5.2.1.3 Intersection Close the intersection The graphic closes. Graphics graphic for the Controller. 5.2.1.4 Double-click on the Main The Intersection Graphic Map Arrow for Signal #20. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. 5.2.1.5 butileLclick on the Main The Intersection Graphic Map Arrow for Signal #30 opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation, intersection controller. 5.2.1.6 Double -crick on the Main The Intersection Graphic Map Arrow for Signal #40. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. Exhibit B — Acceptance Test EF-CONOLITE City of Newport Beach sckm. � lvl� tl� Wor4de Page xJv Exhibit 0 —Acceptance Test NECONOUTE City of Newport Beach 7. p t� mOW vvor+ Page xv 1 P, T Com, ts�--- Nit. 5.2.1.7 Double-click on the Main The Intersection Graphic Map Arrow for Signal #50. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. 5.2.1.8 Double-click on the Main The Intersection Graphic Map Arrow for Signal #60. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the Indicates the expected current intersection operation of the operation. intersection controller. 5.2.1.9 Double -crick on the Main The Intersection Graphic Map Arrow for Signal #70. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. 6.2.1.10 Double-click on the Main The Intersection Graphic Map Arrow for Signal #80. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. Exhibit 0 —Acceptance Test NECONOUTE City of Newport Beach 7. p t� mOW vvor+ Page xv ................................................. 'Paw, esult m Fail - :7 Double-click on the Main The Intersection Graphic Map Arrow for Signal #90. opens. Verify that the graphic The graphic correctly correctly depicts the depicts the intersection. Intersection actual intersection layout. The graphic indications Graphics Verify that the graphic appear correct for the indicates the expected current intersection operation of the operation. intersection controller. 5.3 System Status Select Monitor I System A System Status window Report Status. is displayed. 5.3.1 Verify that all the The display is correct. controllers are shown with System Status the corresponding Report patterns that are active for each controller in the status column. 5.3.1.1 Use'Filters'to generate Various reports are able to System Status various system status be generated. Report reports, 5.3.1.2 System Status Click once on the Print The system status report Report button. preview appears 5,12 Click on the print icon in A print dialog box appears the tool bar 5.3.3 If a system printer is Select the range of pages correctly connected to the to be printed & number of workstation, the System copies. Click OK Status Report will be printed. 5.3.4 Communication Select Monitor I Comm A Comm Status window is Status Report status, displayed. 5.3.4.1 Verify that all controllers are shown with the Communication corresponding The display is correct. Status Report communication status in the status column. Exhibit 8 — Acceptance Test W-F-CONOUTE City of Newport Beach 5.kxo� u,ec MQ..e the Works& Page xv! Tato a - V! - r n4m Item7 -Akron Reslt 0� u iOW Com ntse r 5.3-42 Use 'Filters' to generate Various reports are able to Communication various communications be generated. Status Report statusreports. 5.3-5 An Event Log window Event Log Select Monitor I Event appears for all objects Reports Log. connected to the system. 5.3.5.1 Event Log Use 'Filters' to generate Various reports are able to Reports various event log reports. be generated. 5.3.5.2 The Signal Phase Data Event Log Select the Signal Phase log appears for the signals Reports Data log and Apply Filter. programmed in the ITMSEventLogger INI file. 5.3.6.3 Event Log Use 'Fitters' to generate Various reports are able to Reports various event log reports. be generated. 5.4 Controller The ASC12 Database Select Params I DB Database Editor window appears. Editor. Functions 5.4.1 Controller A window appears with Select Communication Database the intersection names. Upload From Controller. Functions 5.4.1.1 A window showing upload progress from the Central Database appears and closes followed by a Controller Highlight Intersection window showing upload Database SIG#20 and dick on progress from the Functions 'Load". Controller. A window containing 8 tabs of controller parameters appears when the upload is complete. 5.4.1.2 Click on each tab and Controller sub -tab and verify each Control and database Database parameter is the same as parameters are Identical. Functions in the controller. Exhibit B — Acceptance Test Oty of Newport Beach RECONOUTE Page xvii sokAtIorm that Nky. da Wwto Exhibit 8 - Acceptino- Test 'EMECONOLITE City of Newport Beach SokuYions that Move trm Wbr*30 Page xvirl W K Conimentx Fair. 5.4.1.3 A window Showing the Controller Select File I Store Save progress appears Database Controller in Database, and closes after Functions click 'Yes"to save. completion. 5.4.1.4 Select Utilities I Compare Controller Controller, and make a Observe the changes are Database few changes on to the highlighted in yellow. Functions parameters on the fight side. 5.4.1.5 Controller Select Utilities I Restore Observe all highlighted Database Database Data, click parameter values are Functions 'Yee to restore. reset to original values. 5.4.1.6 Controller In the Controller tab, Phase 2 Minimum Green Database change Phase 2 Minimum Time is set to 30. Functions Green Time to 30. 5A.1.7 Select Communication I A window showing Controller Download to Controller, download progress Database dick 'Yee to begin appears and closes after Functions download. completion. 5.4.1.8 Controller On the ASC/2, press Verify Phase 2 Minimum Database [Main Menu] -) [2. Green Time is 30. Functions Controller]-) [11.Timlng]. 5.4.1.9 Observe Phase 2 Controller Select Utilities I Restore Minimum Green Time Database Database Data, click parameter value is reset to Functions "Yee to restore. its original value. 5.4.1,10 Select Communication I A window showing Controller Download to Controller, download progress Database click -f es" to begin appears and closes after Functions download. completion. 5.4.2 Upload the controller The database is uploaded. database from Signal #20. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. Exhibit 8 - Acceptino- Test 'EMECONOLITE City of Newport Beach SokuYions that Move trm Wbr*30 Page xvirl Exhibit B — Acceptance Test City of Newport Beach NECONOUTE zz; Page Ax � W� neo.th. Waris 5 v Comments" -= 5.4.2.1 Upload the controller The database is uploaded. database from Signal #30. The database appears to Review the database and be valid for this signal. Controller verify its validity. The clatabase.is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.4.2.2 Upload the controller The database is uploaded. database from Signal 940. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.4.2.3 Upload the controller The database is uploaded. database from Signal #50. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database Is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.4.2,4 Upload the controller The database is uploaded. database from Signal #60. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database Is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.4.2.5 Upload the controller The database is uploaded. database from Signal #70. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. Exhibit B — Acceptance Test City of Newport Beach NECONOUTE zz; Page Ax � W� neo.th. Waris Exhibit 0 — Acceptance Test City of Newport Beach ENEC01YOUTE Page xx Fx*utph¢ that Move ttm W«ra® 'Re Rem Actron*'� i-INNY, MU... 5.4.2.6 Upload the controller The database is uploaded. database from Signal #80. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.4.2.7 Upload the controller The database is uploaded. database from Signal #90. The database appears to Review the database and be valid for this signal. Controller verify its validity. The database is Database Upload Save the uploaded successfully saved. database to the Central Database. 5.5 Traffic Control Select Control I Manual The Manual Assignment Functions Assignment. GUI window opens. 5-5.1 Manual the Assignment Click on "Add Entry'.Observe Assignment Settings Box Appears 5.5.1.1 Manual Click on the "Entity' Observe a dropdown Assignment dropdown menu button. menu appears. 5.5.1.2 Manual Observe it is added to the Select SIG#20. Assignment I Entity Box. 5.5.1.3 Manual Click on the "Action" Observe a dropdown Assignment dropdown menu button. menu appears. 5.5.1.4 Manual Observe PAT: is entered Select "PAT:" Assignment in the Action window. 5.5.1.5 Manual Enter "3* from the Observe PAT:3 is entered. Assignment keyboard. 5.5.1.6 Click on the 'Start Date" Manual and "Start Time" windows Observe the current time Assignment to set the current time and and date. date. 5.5.1.7 Select the Duration Radio Manual. Button and use the Observe 15 is entered. Assignment vertical scroll bars and set "Duration" to 15 minutes. Exhibit 0 — Acceptance Test City of Newport Beach ENEC01YOUTE Page xx Fx*utph¢ that Move ttm W«ra® Exhibit B — Acceptance Test Oty of Newport Beach ZFECONOLITE Nge xxi Z70.7 mac ivla &vvar4cp H-6-idm IM Comments 5.5.1.8 Observe this action returns back to the Manual Click on "OK'. Manual Assignment Assignment Window with the newly created entry, 5.5.1-9 Manual The Manual Assignment Click on 'Close" Assignment Window Closes 5.5.1.10 A window opens showing Active Select Control I Active the current Active Configuration Config. Commands for the Display system. 5.5.1.11 Active Observe the manual plan The box shows the configuration in the "Active Manual Manual Plan just entered. Display Override command" box. 5.5.1.12 Active The display returns to the Click on OK to close the Configuration iconsworksRace. display. Display 5.5.1.13 Manual Click on Monitor I System Observe SIG#20 is Assignment Status. running on PAT:3. 5.5.1.14 Manual Click Close to close the The System Status Assignment System Status display. window closes. 5.5.1.15 Observe that a TOD Select Setup I TOD Schedule GUI opens to TOD Schedule Schedule. enter TOD schedule parameters. 5.51.16 Click once on Add in the Observe that an Enter TOD Schedule dialog box. Description dialog box TOD Schedule opens to check an Active box and request a description. 5.5.1.17 Check the Active box and Observe that this enter a description information is displayed in TOD Schedule "Schedule 1" and click on the upper left hand side OK comer of the TOD Schedule dialog box. Exhibit B — Acceptance Test Oty of Newport Beach ZFECONOLITE Nge xxi Z70.7 mac ivla &vvar4cp is 40 Thsl WQW 'Art. . . . . . . door 5.5.1.18 Observe that a new row Click once on Insert Row appears in the main grid TOD Schedule or Append Row in the to enter time -of -day TOD Schedule dialog box. command data. 5.5.1.19 Observe a dropdown Click once in the 'Entity" TOD Schedule menu appears with a fist box. of System Entities. 5.5.120 Observe SIG20 is entered Select Signal #20 (Test in the "Entity" box and its TOD Schedule Controller) from the drop -description appears in the down menu. "Entity Description" box. 5.5.1.21 Observe a dropdown Click once on the "Action" TOD Schedule menu appears with a list box. of functions. 5.5.1.22 Observe PAT: is displayed TOD Schedule Select "PAT:"— pattern. in the Action box. 5.5.123 Click on "PAT:" in the Observe "PAT:2" is Action box. From the entered. TOD Schedule keyboard, enter a pattern number, PAT:2. 5.5.1.24 Click on the START TIME Check the time. box. Set the startup time TOD Schedule for PAT:2. as the current time. 6.5.1.25 Click on the days of the Observe a in the TOD Schedule week for PAT:2 to take selected box. effect including today. 5.5.1.26 Click on the STOP TIME Check the time. box. Set the stop time for TOD Schedule PAT: 2 for 15 minutes later. 5.5.1.27 Click on "Apply", then The TOD Schedule GUI is TOD Schedule .OKI. closed. 5.5.1.28 Select ControlI Active Observe the TOD Plan # TOD Schedule Config. is listed. 5.5.1.29 The Active Configuration TOD Schedule Click on "OK". window closes. Exhibit 8 — Acceptance Test City of Newport Beach EF-CONOUTE Page 70(11 sokjathat Movethe W"4da Exhibit B -Acceptance Test City of Newport Beach HEECONOUTE Page xxiiii d� VVw4d0 esultj, - 5.5.1.30 Click on Monitor System Observe SIG#20 is TOD Schedule Status. running PAT:2. 5.5.1.31 The System Status TOD Schedule Click on "OK". window closes. 5.5.1.32 Click on Setup I TOD Observe TOD Schedule TOD Schedule Schedule. window appears - 5.5.1.33 Observe that data entry Click once inside one or rows in the main grid of more boxes within the the TOD Schedule dialog TOD Schedule Filter section of the TOD box appearldisappear Schedule dialog box. based on selection/de- selection of entity boxes. 5.5.1.34 Observe that an Enter Description dialog box Click once on Modify in to display TOD Schedule the TOD Schedule dialogopens previously saved box information under number -TOD: 1". 5.5.1.35 Observe that the modified information Is displayed in Modify information as TOD Schedule the upper left hand side desired and click on OK. comer of the TOD Schedule dialog box. 5.5.1.36 Click once on Apply then Observe that this action TOD Schedule OK in the TOD Schedule closes the TOD Schedule dialog box dialog box. 5.5.2 Observe that a Holiday Holiday Select Setup I Holiday Assignment GUI window Assignment Assignment opens. 5.5.2.1 Observe that an Enter Click once on Add in the Description dialog box Holiday Holiday Assignment dialog opens to check an Active Assignment box box and request a I description. Exhibit B -Acceptance Test City of Newport Beach HEECONOUTE Page xxiiii d� VVw4d0 Exhibit 8 — Acceptance Test My of Newport Beach N-ECONOUTE Sok Page xx1v � � � the %AADrid& p 2 P Item Nu 552.2 Observe that this Check the Active box and information is displayed in Holiday enter description 'Holiday the upper left hand side Assignment 1" and click on OK corner of the Holiday Assignment dialog box. 5.5.2.3 Click once on Insert Row Observe that a Select Holiday or Append Row in the Year dialog box opens to Assignment Holiday Assignment dialog request a year. box. 5.52.4 Enter 2006 and click on Observe that the year OK. calendar appears in the Holiday Holiday Assignment dialog Assignment box and a new row appears in the Year grid indicating year 5.5.2.5 Click once on holiday Observe that the toggled Holiday dates in the calendar, on holiday dates are Assignment select today's date. selected. 5.5.2.6 A TOD plan must be setup Holiday before a holiday can take A TOD Schedule is set up, Assignment effect. 5.5.2.7 Select Control I Active Holiday Observe the TOD Plan is Configuration, and dick Assignment selected. 101C. 5.5.2.8 Observe the current Holiday Select Monitor I System pattern for SIG#20 is the Assignment Status. holiday pattern. 5.5.2.9 Holiday The System Status Click"OK". Assignment window is dosed. 5.5.2.10 Holiday Select Setup I Holiday The Holiday window Assignment Assignment opens. 5.5.2.11 Observe that the affected Click once on Delete Row Holiday row in the Year grid and in the Holiday Assignment Assignment the corresponding dialog box. calendar are deleted. Exhibit 8 — Acceptance Test My of Newport Beach N-ECONOUTE Sok Page xx1v � � � the %AADrid& Exhibit 8 — Acceptance Test City of Newport Beach RECONOUTE Page xxv e.*m. thac Mw 1&. D'A ' _ActionItemsS = 4esuft Comments Fail 5.5.2.12 Click once on Apply then Observe that this action Holiday Cancel, or click once on closes the Holiday Assignment OK in the Holiday Assignment dialog box. I Assignment dialog box. 5.53 Observe that an Action Select Setup I Action Set Set Editor dialog box Action Set Editor Editor. opens to enter action set parameters. 5.5.3.1 Observe that an Enter Click once on Add in the Description dialog box Action Set Editor Action Set Editor dialog opens to check a Master box. box and request a number and description. 5.5.3.2 Observe that this Check the Master box and information is displayed in enter number "1" and Action Set Editor the upper left hand side description 'Test Set V comer of the Action Set and click on OK Editor dialog box. 5.5.3.3 Click once on Insert Row Observe that a new row or Append Row in the appears in the list view Action Set Editor Action Set Editor dialog grid to enter action set box. command data. 5.5.3.4 Click once on the Entity, Observe that actions Entity Description, or entered into the list view Action Set Editor Action cell to open a tree grid will also appear next View box for selection of to the affected entities in an entity or action. the tree view grid. 5.5.15 Observe a dropdown Click once in the "Entity" Action Set Editor menu appears with a list box. of System Entities. 5.5.3.6 Observe SIG20 is entered Select Signal #20 from the in the "Entity" box and its Action Set Editor drop-down menu. description appears in the "Entity Description" box. 5.5.3.7 Observe a dropdown Click once in the "Action" Action Set Editor menu appears with a list box. of functions. Exhibit 8 — Acceptance Test City of Newport Beach RECONOUTE Page xxv e.*m. thac Mw 1&. Exhibit B — Acceptance Test City of Newport Beach EF-CCMDUTE Page xxvi Sok� tt Wlme the Woricis Mh iiem T Result _ F11 Comments F 7 c 5.5.3.8 Observe Flash is Action Set Editor Select "FLASH". displayed in the Action box. 5.5.3.9 Enter a description in the The description is Action Set Editor Description box. accepted. 5.5.3.10 Observe a N' in the EN The "check mark" is there. ActionSet Editor box. 5.5.3.11 Click on "Apply", then The Entity box is closed. Action Set Editor .OK". 5.5.3.12 Click once on Cancel or Observe that this action Action Set Editor OK in the Action Set closes the Action Set Editor dialog box Editor dialog box. 5.5.3.13 Create a Manual The command is created, Command to implement Action Set Editor (Action) SET: I with duration of 5 minutes. 6.5.3.14 Observe the current Select Monitor I System Action Set Editor pattern for SIG#20 is the Status. Flash pattern. 5.5.3.15 The System Status Action Set Editor Click"OK". window is closed. 5.5.3.16 Select Setup I Action Set The Action Set is deleted. Editor. Delete the Test Action set by selecting and deleting Action Set Editor each row in the grid display and then deleting the SET: I from the upper left hand corner box. 5.5.3.17 Close the Action Set The window doses. Action Set Editor Editor window. 5.5-4 Verify that the System The schedule is correct. TOD Schedule is correct System TOD and has no extra or Schedule modified steps remaining from testing. Exhibit B — Acceptance Test City of Newport Beach EF-CCMDUTE Page xxvi Sok� tt Wlme the Woricis Exhibit 8 — Acceptance Test City of Newport Beach NECONOLITE Pagexxvil ;= ch. Pl.ve tt. vvorraa 5.5.5 Verify that the System The schedule is correct. Holiday Schedule is System Holiday correct for the current year Schedule and has no extra or modified dates remaining from testing. 5.5.6 Verify that the Traffic The data is correct. System Traffic Responsive Plan data is Responsive correct and has no extra Plans or modified steps / plans remaining from testing. 5.5.7 Verify that the Action Set The data is correct. Plan data is correct and System Action has no extra or modified Set Plans steps / plans remaining from testing. The Alarm Individuals window appears with a display box and buttons Alarm Individual Select Setup I Alarms and for: Info Paging I Individual Info. Add • Edit Delete Close 5.5.8.1 The Add Individual Add Button Click on the Add button. window appears. 5.5.8.2 Enter valid information for Click OK to add the new the selected 'test individual. individual". Note: the The display returns to the Add Individual individual must be a valid Alarm Individuals display system user and must not and the new individual is be associated with any listed. other paging operations. 5.5.8.3 The Edit Individual window appears. Edit Button Click on the Edit button. The window appears identical to the Add Individual window. Exhibit 8 — Acceptance Test City of Newport Beach NECONOLITE Pagexxvil ;= ch. Pl.ve tt. vvorraa Exhibit B — BanceTest Oty of Newport BeachPage XVIII O-ECONOLITE sok�s UeL Mwe tt. Vvb,*M Action: L it Fad 5.5.8.4 The display returns to the Change one or more Alarm Individuals window. Edit Individual entries for the individual The changed entries are and click on OK displayed. 5.5.8.5 The display returns to the Close Button Click on the Close button. iconsworkspace. 5.5.9 The Alarm Group window appears with the following action buttons: Select Setup I Alarms and • Add Alarm Group Info Paging I Group Info. Edit • Delete • Define • Close 5.5.9.1 The Add Group name Add Button Click on the Add button. window opens. 5.5,9:2 Enter a 'New Alarm Group The display retums to the Add Group 11" for a new alarm group Alarm Group window and Name and click OK. the new group is listed. 5.5.9.3 The Edit Group window Edit Button Click on the Edit button. appears. 5.5.9.4 The display returns to the Change the Group Name Alarm Group window and Edit Group Name "New Alarm Group 2" and the group name is click OK I changed to the new value. 5.5.9.5 The Define Group: "New Define Button Click on the Define button. Alarm Group 2"window opens. 5.5.9.6 Select "Member of Group" New members are added members and "Not to the group and old Member of Group" members are deleted from Define Group members and using the the group. Add and Remove buttons, redefine the group membership. 5.5.9.7 The display returns to the Define Group Click on OK Alarm Group s window. Exhibit B — BanceTest Oty of Newport BeachPage XVIII O-ECONOLITE sok�s UeL Mwe tt. Vvb,*M Exhibit B -Acceptance Test City of Newport Beach -NECIONOLITE Page)odx same. a --c M� d'a vvor1d� j Item 0 is, z-b Fad 5.5.9.8 The display returns to the Close Button Click on the Close button. iconsworkspace. 5.5.10 Select Setup I Alarms and The Alarms window Alarm Triggers Paging I Alarm Triggers. opens. 5.5.10.1 ADD a new Alarm Trigger: The display returns to the Entity ID: SIG#20 Alarms window. Trigger Event: A new Alarm Trigger is Device _Communication -C listed for the defined eased event. Trigger After. 1 Alarm Triggers occurrence Within: 1 minute Notify: (select individual performing this test) Type: Heads Up Enable: Checked Click on OK 5.5.10.2 A Heads Up notification is Disconnect the test displayed on the controllers SIG # 20 workstation for signal 1, communication. Device _Communications _ Ceased. 5.5.10.3 EDIT the Alarm Trigger The display returns to the and change the: Alarms window. Mann Triggers Type: Pager The Alarm Trigger Enable: Checked definition has changed to Click on OK Pager. 5.5.110.4 Disconnect the test A Pager notification is controller's sent to the selected SIG # 20 communication. Individual. 5.5.10.5 Use the Filter options to Triggered Events are Alarm Triggers create various lists of the displayed based on filter lists of the Trigger Events. options 5.5.10.6 DELETE the Alarm The Trigger Event is Alarm Triggers Trigger created for this removed from the display. test. Exhibit B -Acceptance Test City of Newport Beach -NECIONOLITE Page)odx same. a --c M� d'a vvor1d� Exhibit 8 — Acceptance Test N-F-CONOLITE City of Newport Beach SoLtlors a &4we d,® Wcrlds Page xxx W IN— 7 7 'NumT�tr Item - Acti on W' FaIP Y" 5.5.10.7 CLOSE the Alarms The display returns to the Alarm Triggers window. icons workspace. 5.5.11 Alarm Log Select Monitor I Alarm An Alarm Log window Reports Log, appears. 5.5.11.1 Verify that the log contains The log contains the Alarm Log entries for the alarm events. Reports triggers previously created. 5.5.11.2 Alarm Log Use 'Filters'to generate Various reports can be Reports various alarm log displays. generated. 5.5.12 Observe that the following choices appear on the Alert Menu Click once on Alert on the dropdown Menu: Group Menu Bar. • Page Group Page Individual 5.5.12,1 The Page Group window appears with a Select Page Group Select Alert I Page Group Group box, Message box, and buttons for Send, Properties, and Close. 5.5.12,2 Click once on a valid The selection is Page Group Group in the Select Group highlighted. box. 5.5.12.3 Click on the Properties The Group Properties button. window appears fisting the individuals assigned to the Properties button group. Close the Group Properties Window. 5,5.12.4 Enter a short test The test message is Page Group message in the Message displayed. box. 5.5.12.5 The page is sent to all Send Button Click on the Send button. individuals in the Group, 5.5.12.6 The display returns to the Close Button j Click on the Close button. I icons workspace. Exhibit 8 — Acceptance Test N-F-CONOLITE City of Newport Beach SoLtlors a &4we d,® Wcrlds Page xxx Exhibit B — Acceptance Test City of Newport Bearh ESEECONDUTE Page )ood MM fir item, - Action -:....., 5.513 The Page Individual window appears with a Select Alert Page Select Individual box, Page Individual Individual Message box, and buttons for Send, Properties, and Close. 5.5.13.1 Click once on a valid The selection is Page Individual Individual in the Select highlighted. Individual box. 5.5.13.2 Click on the Properties The Individual Properties button. window appears listing the individuals' properties. Properties Button Close the Individual Properties window. 5.5.13.3 Enter a short test The test message is Page Individual message in the Message displayed. box. 5.5.13.4 The page is sent to the Send Button Click on the Send button. selected Individual. 5.5.115 The display returns to the Close Button Click on the Close button. Icons workspace. 5.6 Select Admin I Security Observe that the User Security Users. Profiles window appears. 5.6.1 Click once on *Add" in the Observe that the User Security User Profiles window. Setup dialog box window appears. 5.6.1.1 Enter a new user name: Observe that a new User Security "apWfand click on Properties window .0117. appears. 5.6.12 Enter a password: Observe that the Security password is encrypted. 5.6.1.3 The User Setup dialog Security] Click OK box closes and a new user has been created. Exhibit B — Acceptance Test City of Newport Bearh ESEECONDUTE Page )ood Exhibit B — Acceptance Test City of Newport Beach RECIDIMOUTE Page xxxii sbkurior� rliec Mwe tl-e WOMPS ` Item Acfron Result . F...... 5.6.1.4 A"check mark" appears in Click on the Select All the Enabled column for Security button. every menu item listed in the Permissions tab. 5.6.1.5 Toggle orkloff different Menu option permissions Security security options, for the can be enabled/disabled user (atpW. as desired. 5.6.1.6 Click on the Group The Group Assignment Assignment Tab window shows which Security Add and Remove groups the user is associations to different associated and not groups as desired associated with. 5.6.1.7 Click "OK" in the User Observe that the User Security Profiles window Profiles window is cosec. 5.6.1.8 Observe that the User Select Admin I Security Profiles window appears Security Users and user a400I is listed In the window. 5.6.1.9 Select user "s496VIt'and Observe that the user Security click "Delete" in the User (a*700� is deleted. Profiles window. 5.6.1.10 Click once on "OK" in the Observe that the User Security User Profiles window. Profiles window is closed. 5.6.2 Observe that the System System Select Admin Configuration window Configuration fi Configuration appears. 5.6.2.1 Expand the 'Tree" view of The programmed the System in the left configuration is correct per System window and verify proper the icons Zone / Section Configuration programming of the Assignment Worksheets System Configuration. completed by the client. 5.62.2 Use the scroll bar in the The entity is selected and upper right window box to its attributes are displayed System locate Signal #20 (Test in the General Settings Configuration Controller). Click once on window box. the entry for SIGRO. I Exhibit B — Acceptance Test City of Newport Beach RECIDIMOUTE Page xxxii sbkurior� rliec Mwe tl-e WOMPS Exhibit B — Aooeptarioe Test City of Newport Beach EFECONOLITE Page modii 6kAX� thes Mwe the WOMD W.. AG Item '`Action Result ommenig ............................. V . .... 5.6.2.3 A System Configuration — Traffic Signal Edit window opens. The Entity Type, System Click once on the Edit Entity Number, Parent Configuration button. Type and Parent Number attributes are "grayed out" and all other attributes are editable. 5.6.2.4 System Click once on either OK or The Traffic Signal Edit box Configuration Cancel. closes. 5.6.2.5 Click once on the Close The window closes and System button to close the System the display returns to Configuration Configuration Editor icons workspace. window. 5.6.2.6 Click on the File Menu. Current users is logged off System Log Off Click on Log off. of icons. 5.6.2.7 Click on the X box in the Icons closes. icons shut down upper right comer to close down icons. Exhibit B — Aooeptarioe Test City of Newport Beach EFECONOLITE Page modii 6kAX� thes Mwe the WOMD E CITY OF NEWPORT BEACH k tL • ., • LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to hereinafter designated as the "Principal," a contract for the , located at in the City of in strict conformity with the Contract on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held firmly bound unto the City of Newport Beach, in the sum of (INSERT CONTRACT DOLLAR AMOUNT) lawful money of the United States of America, said sum being.squal to 100% of the estimated amount payable by the City of Newp©rt•:Bekh under the terms of the Contract; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, iri case suit is brought to enforce the obligations of this Bond, a reasonable attorney's fee, to be fixed by the Court as required by the provisions of Section 3250 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3181 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 3247 et. seq. of the Civil Code of the State of California. And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does 0 hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Contract or to the work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the day of 2008. Name of Contractor (Principal) Name of Surety Address of Surety Telephone Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED • • CITY OF NEWPORT BEACH BOND NO. FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ being at the rate of $ price. thousand of the Contract WHEREAS, the City of Newport Beach, State of California, has awarded to hereinafter designated as the "Principal," a contract for the , located at in the City of in strict conformity with the Contract on file with the office of the City Cleric of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Contract and the terms thereof require the furnishing of a Bond for the faithful performance of the Contract. NOW, THEREFORE, we, the Principal, and , duly authorized to transact business under the laws of the State of California as Surety (hereinafter "Surety"), are held and firmly bound unto the City of Newport Beach, in the sum of (INSERT CONTRACT DOLLAR AMOUNT) lawful money of the. United. States. of America, said sum being equal to 100% of the estimated amount of thy. CQ;ntraet,, ,to., be paid to the. City of Newport Beach, its successors, and assigns; for whidlt payrnent,well and truly to be made, we bind ourselves, our heirs, executors and administrafors; successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the work, covenants, conditions, and agreements in the Contract Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by the City, only in the event the City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Contract or to the work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Contract or to the work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by the City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the day of 12008. Name of Contractor (Principal) Name of Surety Address of Surety Telephone Authorized Signature/Title Authorized Agent Signature Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED