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HomeMy WebLinkAboutReso 2018-2806 • • RESOLUTION NO. 2018 - 2$OCo A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, REQUESTING WAIVER OF THE BIDDING REQUIREMENTS SET FORTH IN CHAPTER 62 OF THE CITY CODE; APPROVING AN AGREEMENT WITH ECONOLITE CONTROL PRODUCTS, INC. FOR THE PURCHASE AND INSTALLATION OF ADAPTIVE SIGNALIZATION EQUIPMENT, IN AN AMOUNT NOT TO EXCEED ONE MILLION SEVENTY-SEVEN THOUSAND SEVEN HUNDRED EIGHTEEN DOLLARS AND EIGHTY-FIVE CENTS (S1,077,718.85), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND ENTER INTO AN INTERLOCAL AGREEMENT WITH MIAMI- DADE COUNTY FOR THE INSTALLATION AND MAINTENANCE OF THE ADAPTIVE SIGNALIZATION EQUIPMENT, PROVIDED IT IS FIRST APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY THE CITY ATTORNEY; FURTHER AUTHORIZING THE CITY MANAGER AND THE CITY ATTORNEY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Miami-Dade County ("County") has been assessing the feasibility of implementing technology to improve the flow of traffic; and WHEREAS, the County has entered into an agreement with Econolite Control Products, Inc. ("Econolite") for the purchase and installation of Adaptive Signal Control Technology; and WHEREAS, the minimization and improvement of traffic have always been a priority of the City Commission; and WHEREAS, the City is in need of a contractor who is qualified, willing, and able of providing the products and services needed to implement an adaptive signalization system; and WHEREAS, Econolite, the first and only contractor to offer Traffic Signal Priority functionality, has agreed to provide the City with the same products-and services as provided to the County under Contract No. BW9872-MT; and WHEREAS, the City Manager is recommending the City Commission waive the bidding requirements set forth in Chapter 62 of the City Code as it is in the best interests of the City to do so; and WHEREAS, in order to install and maintain the adaptive signalization equipment an Interlocal Agreement with the County is required; and WHEREAS, the City Commission wishes to waive the bidding requirements of Chapter 62 of the City Code and approve an Agreement with Econolite Control Products, Inc. for purchase and installation of adaptive signalization equipment, in an amount not to exceed One R2018 Agmt W Econolite For Adaptive Signalization Page 1 of 2 Million Seventy-Seven Thousand Seven Hundred Eighteen Dollars and Eighty-Five Cents ($1,077,718.85), attached hereto as Exhibit "A". Furthermore, the City Commission authorizes the City Manager to negotiate and enter into an Interlocal Agreement with Miami-Dade County for the installation and maintenance of the adaptive signalization equipment, provided said Interlocal Agreement is first approved as to form and legal sufficiency by the City Attorney. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Waiver of Bidding Requirements. The City Commission hereby waives the bidding requirements set forth in Chapter 62 of the City Code. Section 2. Approval of Agreement. The City Commission hereby approves an Agreement with Econolite Control Products, Inc. for purchase and installation of adaptive signalization equipment, in an amount not to exceed One Million Seventy-Seven Thousand Seven Hundred Eighteen Dollars and Eighty-Five Cents ($1,077,718.85), attached hereto as Exhibit "A" Section 3. Authorization of Mayor. The Mayor is hereby authorized to execute said agreement. Section 4. Authorization to Negotiate and Enter into an Interlocal Agreement. The City Commission hereby authorizes the City Manager to negotiate and enter into an Interlocal Agreement with Miami-Dade County for the installation and maintenance of the adaptive signalization equipment, provided said Interlocal Agreement is first approved as to form and legal sufficiency by the City Attorney. Section 5. Authorization of City Manager and City Attorney. The City Manager and the City Attorney are hereby authorized to do all things necessary to effectuate this Resolution. Section 6. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 19th ..y of April 2018. i Geo ge H. Scholl, Mayor R2018 Agmt W Econolite For Adaptive SignalizationPage 2 of 2 . ATTES :i 1,'1krz M;auricio :etancu , CMC, City Clerk APPROVED AS TO FORM AND t AL SUFFICIENCY: ALanot, CI y Attorney Moved by: v I c MAIN— 60C-biNtAri Seconded by: COMIlittss,0,4,-g_ U lT'b Vote: Mayor Scholl '/ (Yes) (No) Vice Mayor Goldman ✓ (Yes) (No) Commissioner Aelion (Yes) (No) Commissioner Gatto (Yes) (No) Commissioner Svechin 1 (Yes) (No) R2018 Agmt W Econolite For Adaptive SignalizationPage 2 of 2 SUNNY itE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH 4"Sf AND ECONOLITE CONTROL PRODUCTS, INC. "`.F l0PCO 44 "0 "'""' CONTRACT NO. 073-6759 THIS CONTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate, this I `day of IvnQ, 2018, by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City"), and ECONOLITE CONTROL PRODUCTS, INC., a corporation authorized to do business in the State of Florida (hereinafter referred to as "Contractor") whose Federal I.D. # is 95-3196532. RECITALS WHEREAS, the City desires to enter into an agreement with Contractor for the purchase and installation of adaptive signalization equipment ("Services") in an amount not to exceed budgeted funds; and WHEREAS, Contractor has agreed to provide said equipment to the City in accordance with its contract with Miami-Dade County, dated July 3, 2017, except to the extent otherwise provided herein; and WHEREAS, the City Commission in accordance with Chapter 62 of the City Code has approved a waiver of competitive bid request made by the City Manager and will enter into an agreement with Contractor, in accordance with the terms and conditions'of the Miami-Dade County Contract No. BW9872-1/20 ("MDC Contract"), which is attached hereto as Exhibit "A" and made a part of this Agreement. WHEREAS, the City desires to enter into this Agreement with Contractor to provide the Services in a total amount not to exceed One Million Seventy Seven Thousand Seven Hundred Eighteen Dollars and Eighty Five Cents ($1,077,718.85) in accordance with Exhibit "B". NOW THEREFORE, in consideration of the promises and the mutual covenants herein name, the parties agree as follows: TERMS 1. RECITALS. The provisions and recitals set forth above are hereby referred to and incorporated herein and made part of this Agreement. 2. PRODUCTS AND SERVICES. Contractor shall provide the purchase of adaptive signalization equipment to the City in accordance with the terms of the above referenced MDC contract attached as Exhibit "A" and the proposal attached as Exhibit "B". All other terms and conditions of the County's contract, a copy of which is attached hereto as Exhibit "A", are incorporated herein by reference, except to the extent otherwise revised below. 3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the initial term of this Agreement shall be for twenty-four (24) months from the issuance of the Notice to Proceed from the City Manager. The City reserves the right to exercise the option to renew the Agreement for two (2) additional one (1) year term, for a maximum total of four(4) years. 073-6759 Econolite Control Products.Inc. City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 4. CONTRACT MODIFICATIONS. The following contract modifications shall be made to the agreement between the City and the Contractor from the MDC Contract: I. COMPENSATION. The Contractor agrees to provide the desired Services to the City in a total amount not to exceed One Million Twenty Six Thousand Three Hundred Ninety Eight Dollars and Ninety Cents ($1,026,398.90), in addition to a contingency amount of Fifty One Thousand Three Hundred Nineteen Dollars and Ninety Five Cents($51,319.95), bringing the total contract amount not to exceed One Million Seventy Seven Thousand Seven Hundred Eighteen Dollars and Eighty Five Cents ($1,077,718.85) for all charges and tasks under this Agreement. Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with this Agreement and the schedule of charges reflected in Exhibit "B", and under the following conditions: a. Disbursements. There are no reimbursable expenses associated with this contract except for expenses approved by the City Manager. b. Payment Schedule. Invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. Payments shall made only after completion of each quarterly service period. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the contract number assigned hereto. Invoices Will be paid in accordance with the State of Florida Prompt Payment Act. The City will pay properly submitted Contractor invoices following each quarterly period within 30 (thirty)days of receipt, for completed and accepted deliveries or specified services and/or goods, unless the City notifies the Contractor in writing of the dispute, before the payment is due. c. Availability of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. If the City should not appropriate or otherwise make available funds sufficient to purchase the Services procured pursuant to this Agreement, the City may unilaterally terminate any and all contractual or other obligations herein without any further liability or penalty upon twenty (20) days' notice to Contractor. d. Final Invoice. In order for both parties herein to close their books and records, the Contractor will clearly state "final invoice" on the Contractor's final/last billing to the City. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Since this account will thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Contractor. Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits,overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor 073-6759 Econolite Control Products.Inc. 2 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. II. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent Contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. III. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement,procure and maintain the following minimum insurance coverage to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents or employees, as indicated below: o Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including, but not limited to, contractual, products, and completed operations, personal injury and property damage liability with minimum limits of One Million Dollars($1,000,000.00)combined single limit per occurrence. o Worker's Compensation, as required by state law. o Business Automobile Liability which shall include coverage for all owned, non- owned and hired vehicles for minimum limits of not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury and property damage. o Professional Liability Insurance, with a minimum limit of not less than One Million Dollars ($1,000,000.00) per claim and aggregate for errors and/or omissions of Consultant in the performance of this Agreement Insurance required of the Contractor shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The insurance policy shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A-Excellent. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City 073-6759 Econolite Control Products,Inc. 3 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty(30) days prior written notice to the City. Contractor shall also require and ensure that each of its sub-Contractors providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN WRITING BY THE CITY. IV. TERMINATION AND REMEDIES FOR BREACH. A. If, through any cause within reasonable control, the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement,the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this Agreement, and the City shall receive a refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure. If Contractor fails, refuses or is unable to perform any term of this Agreement, City shall pay for services rendered as of the date of termination. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor shall be delivered to the City and the City shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Contractor ten (10) days written notice. The terms of Paragraph 8A(i) and A(ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractoris placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. V. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. All parties agree and accept that jurisdiction of any dispute or controversy arising out of this Agreement, and any action involving the enforcement or interpretation of any rights hereunder shall be brought exclusively in the Eleventh Judicial Circuit in and for 073-6759 Econolite Control Products.Inc. 4 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone(305) 949-3113 Fax Miami Dade County, Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state courts, forsaking any otherjurisdiction which either party may claim by virtue of its residency or other jurisdictional device. In the event it becomes necessary for the City to file a lawsuit to enforce any term or provision under this Agreement and the City is the prevailing party then the City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. BY ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CITY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. Nothing in this Agreement is intended to serve as a waiver of sovereign immunity, or of any other immunity, defense, or privilege enjoyed by the City pursuant to Section 768.28, Florida Statutes. VI. NOTICES. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Christopher J. Russo With a copy to: City Manager Hans Ottinot City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Fourth Floor Tel: (305) 792-1776 Sunny Isles Beach,Florida 33160 Tel: (305) 792-1766 If to the Econolite Control Products, Inc. Contractor: Attn: Mark Nogaki, Senior VP 1250 N. Tustin Ave Anaheim, CA 92807 Tel: (714) 630-3700 Ext. 5757 E-mail: mnogaki@econolite.com VII. PUBLIC RECORDS. The Contractor shall be required to comply with the following requirements under Florida's Public Records Law: • (i.) Contractor shall keep and maintain public records required by the City to perform the service. (ii.) Upon request from the City, Contractor shall provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. (iii.)Contractor shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law 073-6759 Econolite Control Products,Inc. 5 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the City. (iv.) Contractor shall, upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided by Contractor to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. IF THE' CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CityClerk@sibfl.net, 18070 Collins Avenue, 4th Floor, Sunny Isles Beach, Florida 33160. VIII. CONFLICTING PROVISIONS. The terms and conditions in this Agreement shall supersede and take priority over any inconsistent or conflicting provisions that are contained in any other document, including but not limited to Exhibits "A" and "B". IX. MISCELLANEOUS. A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement and Exhibits "A" and "B" shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. 073-6759 Econolite Control Products.Inc. 6 1 Ciry of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone(305) 949-3113 Fax IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate on the day and year first written above. WITNE .• ECONOLITE CONTROL PRODUCTS INC. CY 1 • gnature ark Nogaki, Seni ,,Tice President 0 L, ', Print Name • ATTEST: CITY OF S• ISLES BEACH BY: ' L i BY: Mauric o B•tancu , CMC City Clerk Geor g/H. Scholl,Mayor APPROVED AS TO FORM / AND LEGAL S • C - NCY BY: ir BY: Alliffila Department Head Ha Otti Nr, City Attorney 073-6759 Econolite Control Products,Inc. 7 Miami-Dade County,FL BW9872-1/20 Traffic Signal System Modernization Contract No. BW9872- 1/20 THIS AGREEMENT ("Agreement") is made and entered into by and between Miami-Dade County, a political subdivision of the State of Florida, having its principal office at 111 N.W. 1st Street, Miami, Florida 33128 (hereinafter referred to as the "County"), and Econolite Control Products, Inc. (hereinafter referred to as the "Contractor"), a corporation organized and existing under the laws of the State of California, having its principal office at 3360 E. La Palma Avenue, Anaheim, California 92806. WITNESSETH: WHEREAS, the Contractor has offered to provide controllers, supporting hardware, software, on a non-exclusive basis, that shall conform to the Scope of Work(Appendix A); and all associated addenda and attachments, incorporated herein by reference; and the requirements of this Agreement; and, WHEREAS, the County desires to procure from the Contractor such controllers, supporting hardware, software for the County, in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS The following words and expressions used in this Agreement shall be construed as follows, except when it is clear from the context that another meaning is intended: a) The words"Contract"or"Agreement"to mean collectively these terms and conditions, the Scope of Work (Appendix A), all other appendices and attachments hereto, all amendments issued hereto. b) The words "Contract Date" to mean the date on which this Agreement is effective. c) The words "Contract Manager" to mean Miami-Dade County's Director, Internal Services Department, or the duly authorized representative designated to manage the Contract. d) The word "Contractor" to mean Econolite Control Products, Inc. and its permitted successors. e) The word "Days" to mean Calendar Days. Page 1 of 57 Exhibit "A" Miami-Dade County,FL BW9872-1/20 f) The word "Deliverables"to mean all documentation and any items of any nature submitted by the Contractor to the County's Project Manager for review and approval pursuant to the terms of this Agreement. g) The words "Deposit Materials" shall consist of source code and "development environment" for the software. The "development environment" consists of the programming documentation, build instructions, configuration information, schematics, designs, and flow charts and any propriety software tools, libraries, linkers, utilities, compilers, and other programs used by the Contractor's programmers to develop, maintain or implement the software, including instructions for compiling and linking the source code into executable forms or for building an executable version of the software. If any of the `Deposit Materials" are commercial products readily available to the County from third market sources, then such commercial products do not need to be included if a list identifying them is included by the Contractor in the "development environment". The "Deposit Materials" will include the name of the main programmers' involved in the development and maintenance of the software along with their home addresses and telephone numbers. This list will not be made available to the County unless released as part of a release of "Deposit Materials" in accordance with the Escrow Agreement. "Deposit Materials"will not be encrypted or password protected. h) The words "directed", "required", "permitted", "ordered", "designated", "selected", "prescribed" or words of like import to mean respectively, the direction, requirement, permission, order, designation, selection or prescription of the County's Project Manager; and similarly the words "approved", acceptable", "satisfactory", "equal", "necessary", or words of like import to mean respectively, approved by, or acceptable or satisfactory to, equal or necessary in the opinion of the County's Project Manager. i) The words "Documentation" to mean all manuals, operating instructions, technical materials and other textual or graphic materials to the controllers, Hardware or Software purchased by the County. j) The words "Extra Work" or "Additional Work" to mean additions or deletions or modifications to the amount, type or value of the Work and Services as required in this Contract, as directed and/or approved by the County. k) The words "Maintenance and Support Services" to mean the support required for the County to achieve optimal performance of the equipment as defined in Appendix A"Scope of Work". I) The words "Project Manager" to mean the County Mayor or the duly authorized representative designated to manage the Project. m) The words "Release Event" shall mean the source code will be released to the named beneficiary in the event the Contractor becomes bankrupt, or ceases to offer support of the applicable software application unless support is continued by an assignee of the Contractor. Release Event shall be further defined under the escrow agreement,Appendix C. n) The words"Scope of Work"to mean the document appended hereto as Appendix A,which details the work to be performed by the Contractor. o) The word "subcontractor" or "subconsultant" to mean any person, entity, firm or corporation, other than the employees of the Contractor, who furnishes labor and/or materials, in connection with the Work, whether directly or indirectly, on behalf and/or Page2of57 • Miami-Dade County,FL j_BW9872 -1/20 under the direction of the Contractor and whether or not in privity of Contract with the Contractor. p) The words 'Work", "Services" "Program", or "Project" to mean all matters and things required to be done by the Contractor in accordance with the provisions of this Contract. ARTICLE 2. ORDER OF PRECEDENCE If there is a conflict between or among the provisions of this Agreement, the order of precedence is as follows: 1) these terms and conditions, 2) the Scope of Work (Appendix A), Payment Schedule (Appendix B), all other appendices, and any associated amendments issued hereto. ARTICLE 3. GRANT OF RIGHTS a) License. The License granted for Software under this Agreement authorizes the County on a nonexclusive basis to use the Software on Designated Equipment as outlined in Exhibit"A". b) Additional Licenses. During the term of the Agreement, should the County wish to purchase additional licenses from the Contractor, the fees shall be according to Appendix B "Payment Schedule". All additional licenses purchased shall be documented in writing by the Contractor and amended in Appendix"A". ARTICLE 4. DELIVERY a) Software. The Contractor shall deliver to the County a master copy of the Software licensed hereunder in object code form, suitable for reproduction, in electronic files only. b) Web Based Software. Web based applications shall be delivered to the County within seven (7)days of the execution of this agreement. All County license keys, usernames, and passwords shall be authenticated by the Contractor and perform according to Appendix A"Scope of Work". c) Documentation. The Licensor shall deliver copies of the associated Software Documentation to the County. ARTICLE 5. FINAL ACCEPTANCE OF PRODUCT BY THE COUNTY The product(s) to be provided hereunder shall be delivered to the County, and maintained if applicable to the contract, in full compliance with the specifications and requirements set forth in Appendix A. If a Contractor provided product is determined to not meet the specifications and requirements of this contract, either prior acceptance or upon initial inspection, the item shall be returned, at Contractor's expense, to the Contractor. At the County's own option, the Contractor shall either provide a direct replacement for the item, or provide a full credit for the returned item(s). The Contractor shall not assess any additional charge(s) for any conforming action taken by the County under this clause. ARTICLE 6. UNAUTHORIZED WORK Neither the Contractor nor any of their employees shall perform any work other than the work that is defined herein. The County representative may permit specific exceptions to the provisions of this paragraph when such permission is given in writing. The Contractor shall not be paid for any work performed outside of the scope defined in Appendix A of the contract or any work otherwise unauthorized. Page 3 of 57 Miami•Dade County,FL BW9872-1/20 ARTICLE 7. SOFTWARE MODIFICATIONS a) Error Corrections and Updates. The Licensor will provide the County with error corrections, bug fixes, patches or other updates to the Software licensed hereunder in object code form to the extent available in accordance with the Licensor's release schedule for the term of this Agreement. b) Software Enhancements or Modifications.The County may,from time to time, request that the Licensor incorporate certain features, enhancements or modifications into the iicensed Software.When requested by the County,the Licensor shall provide the requested system enhancements/modifications inciuding ail relevant source code, not iimited to just the source code of the modification. Upon the County's request for such enhancements/modifications the County shall prepare a Statement of Work ("SOW") for the specific Project that shall define in detail the Services to be performed. The Licensor shall submit a cost proposal including all costs pertaining to furnishing the County with the enhancements/modifications. i. After the SOW has been accepted a detailed requirements and detailed design document shall be submitted illustrating the complete financial terms that govern the SOW, proposed Project staffing, anticipated Project schedule,and other information relevant to the Project. Each SOW executed hereunder shall automatically incorporate the terms and conditions of this Agreement. Notwithstanding the foregoing, performance of any such modifications shall not compromise the Licensor's warranty obligations. ii. Following the County's acceptance of all enhancements/modification, the Licensor shall provide the County, if so requested with written confirmation of the date the enhancements/modification was applied to the Licensed Software, and any and all Documentation relating to the Licensed Software and or enhancements/modification thereto. c) Title to Modifications. All such error corrections, bug fixes, patches, updates or new releases shall be the sole property of the Licensor. ARTICLE 8. LICENSE FEES License Fee. !n consideration of the license rights granted in Article 3 above, the County shall pay the Software License Fees or other consideration for the Software and Documentation as set forth on Appendix B "Price Schedule" attached hereto. All Software License and Documentation fees are to be paid once utilizing the payment methods described in Appendix B"Price Schedule". The County shall have no obligation to pay the Licensor any additional sum in excess of this amount, except for a change and/or modification to the Agreement, which is approved and executed in writing by the County and the Licensor. All Services undertaken by the Licensor before the County's approval of this Agreement, shall be at the Licensor's risk and expense. ARTICLE 9. WARRANTIES a) Ownership.The Licensor represents that it is the owner of the entire right, title,and interest in and to Software, and that it has the sole right to grant licenses thereunder, and that it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein. b) Limited Warranty. Licensor represents and warrants to the County that the Software,when properly installed by the County and used with the Designated Equipment, will perform Page 4 of 57 Miami-Dade County,FL J BW9872-1/20 substantially as described in Licensor's then current Documentation for such Software for a period of one year from the date of acceptance. c) Limitations. Notwithstanding the warranty provisions set forth in Article 9 b above, all of Licensor's obligations with respect to such warranties shall be contingent on County's use of the Software in accordance with this Agreement and in accordance with Licensor's instructions as provided to the County in the Documentation, as such instructions may be amended, supplemented, or modified by the Licensor from time to time.The Licensor shall have no warranty obligations with respect to any failures of the Software which are the result of accident, abuse, misapplication, or extreme power surge. d) Licensor's Sole Remedy. The Licensor's entire liability and the County's exclusive remedy shall be, at the County's option, either (a) return of the price paid or (b) repair or replacement of the Software; provided the Licensor receives written notice from the County during the warranty period of a breach of warranty. Any replacement Software will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer. e) Controllers, Autoscope Video Detection. Contractor warrants the products listed to the original Purchasing agency(Purchaser)for a period of three(3)years from date shipment, to be free from defects in material.or workmanship and to be of the kind and quality designated or specified in the contract. In the event Contractor installs the equipment 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 County. Contractor 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 County promptly notifies Contractor, Contractor shall thereupon correct any defect, including non-conformance with specifications, either(at its option) by repairing any defective or damaged parts of the equipment or by making available at Contractor's plant necessary repaired or replacement parts. The liability of Contractor under this warranty, for any loss or damage to the equipment whether the claim is based on contract or negligence, shall not in any case exceed the cost of correcting defects in the equipment as herein provided and, upon the expiration of the warranty period, all such liability shall terminate. The foregoing shall constitute the exclusive remedy of the County and the exclusive liability of Contractor. THE EXPRESS WARRANTY SET FORTH IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY CONTRACTOR. CONTRACTOR MAKES AND THE COUNTY 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 CONTRACTOR 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 Contractor's facilities, (2) subjected to misuse, negligence, accident, or operated in other than normal and proper use and service, or(3)connected, installed or Page 5 of 57 Miami-Dade County,FL BW9872-1/20 • adjusted in a manner not in accordance with Contractor's instructions. This warranty does not extend to products not manufactured by Contractor. To obtain service under this warranty, the following steps should be taken: • Obtain a Return Authorization (RA)via email from repairs@eoonoltte.com or by calling 714-575-5566 • Pack in original (or equivalent) shipping container • List on packing sheet inside Shipping container, the RA number, your purchase order number, and description of problem • Insure the package (or assume the risk of loss/damage during shipment) • Ship to the address provided by the Repair Department. Autoscope Video Detection Maintenance: Contractor will provide the County with vehicle detection camera maintenance, including preventive maintenance, during the three (3)year warranty period,which extends through the life of the contract, including any extensions approved by the County. Should an Autoscope camera fail, malfunction, or otherwise operate as specified during the warranty period, the Contractor will troubleshoot the unit within one (1) business day of notification to the vendor's contact by the county's representative and replace, as needed with a spare unit from County stock, and the Contractor will replenish County stock with a replacement unit through the Warranty process described herein. ARTICLE 10. RULES OF INTERPRETATION a) References to a specified Article, section or schedule shall be construed as reference to that specified Article, or section of, or schedule to this Agreement unless otherwise indicated. b) Reference to any agreement or other instrument shall be deemed to include such agreement or other instrument as such agreement or other instrument may,from time to time, be modified, amended, supplemented, or restated in accordance with its terms. c) The terms "hereof', "herein", "hereinafter", "hereby", "herewith", "hereto", and "hereunder" shall be deemed to refer to this Agreement. d) The titles, headings, captions and arrangements used in these Terms and Conditions are for convenience only and shall not be deemed to limit,amplify or modify the terms of this Contract, nor affect the meaning thereof. ARTICLE 11. NATURE OF THE AGREEMENT a) This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments,agreements,or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire agreement between the parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the.terms hereof shall be predicated upon any prior representations or agreements,whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representatives. b) The Contractor shall provide the services set forth in the Scope of Work, and render full and prompt cooperation with the County In all aspects of the Services performed hereunder. c) The Contractor acknowledges that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all Work and Page 6 of 57 • Miami-Dade County,FL I BW9872-1/20 Services under this Contract. All things not expressly mentioned in this Agreement but necessary to carrying out its intent are required by this Agreement, and the Contractor shall perform the same as though they were specifically mentioned, described and delineated. d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to perform the Work and Services that are necessary for the completion of this Contract. All Work and Services shall be accomplished at the direction of and to the satisfaction of the County's Project Manager. e) The Contractor acknowledges that the County shall be responsible for making all policy decisions regarding the Scope of Work. The Contractor agrees to provide input on policy issues in the form of recommendations. The Contractor agrees to implement any and all changes in providing Services hereunder as a result of a policy change implemented by the County. The Contractor agrees to act in an expeditious and fiscally sound manner in providing the County with input regarding the time and cost to implement said changes and in executing the activities required to implement said changes. ARTICLE 12. CONTRACT TERM a) The Agreement shall become effective on the date that it is signed by the County or the Contractor, whichever is later and shall continue through the last day of the 24th month. The County, at its sole discretion, reserves the right to exercise the option to renew this Contract for one (1)additional one (1)year term, for a maximum total of three (3) years. b) Extension. The County also reserves the right to exercise its option to extend this Agreement for up to one hundred-eighty (180) calendar days beyond the then current Agreement period. c) Notification.The County will notify the Licensor in writing of the extension. This Agreement may be further extended beyond the initial one hundred-eighty (180) calendar day extension period by mutual agreement between the County and the Licensor, upon approval by the Board of County Commissioners. ARTICLE 13. NOTICE REQUIREMENTS All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently served if delivered by Registered or Certified Mail, with return receipt requested; or delivered.personally; or delivered via fax or e-mail (if provided below) and followed with delivery of hard copy; and in any case addressed as follows: (1) to the County a) to the Project Manager: Miami-Dade County Public Works and Waste Management Department Attention: Frank Aira, P.E. 7100 N.W. 36th Street Miami, FL 33166 Phone: (305) 679-0002 E-mail: frank.aira@miamidade.gov Page 7 of 57 Miami-Dade County,FL 8W9872-1/20 and, b) to the Contract Manager: Miami-Dade County Internal Services Department, Procurement Management Division 111 N.W. 1st Street, Suite 1300 Miami, FL 33128-1974 Attention: Tiondra Wright Phone: (305) 375-1196 E-mail: tiondra@miamidade.gov (2) To the Contractor a) to the Project Manager: Douglas Terry, P.E. 3360 E. La Palma Ave. Anaheim, CA 92806 dterry@econolite.com and, a) to the Office of the General Counsel: Kristen Eid 3360 E. La Palma Ave. Anaheim, CA 92806 keid@econolite.com Either party may at any time designate a different address and/or contact person by giving notice as provided above to the other party. Such notices shall be deemed given upon receipt by the addressee. ARTICLE 14. PAYMENT FOR SERVICES/AMOUNT OBLIGATED The Contractor warrants that it has reviewed the County's requirements and has asked such questions and conducted such other inquiries as the Contractor deemed necessary in order to determine the price the Contractor will charge to provide the Work and Services to be performed under this Contract. The compensation for all Work and Services performed under this Agreement, including all costs associated with such Work and Services, shall be in accordance with Article 15,"Pricing." The County shall have no obligation to pay the Contractor any additional sum in excess of what is stated in Article 15, "Pricing", except for a change and/or modification to the Agreement, which is approved and executed in writing by the County and the Contractor. All Services undertaken by the Contractor before County's approval of this Contract shall be at the Contractor's risk and expense. With respect to travel costs and travel-related expenses, the Contractor agrees to adhere to Section 112.061 of the Florida Statutes as they pertain to out-of-pocket expenses, including employee lodging, transportation, per diem, and all miscellaneous cost and fees. The County shall not be liable for any such expenses that have not been approved in advance, in writing, by the County. Page 8 of 57 Miami-Dade County,FL 8W9872-1/20 ARTICLE 15. PRICING Prices shall remain firm and fixed for the term of the Contract, including any option or extension periods; however, the Contractor may offer incentive discounts to the County at any time during the Contract term, including any renewal or extension thereof. ARTICLE 16. METHOD AND TIMES OF PAYMENT The Contractor agrees that under the provisions of this Agreement, as reimbursement for those actual, reasonable and necessary costs incurred by the Contractor, which are directly attributable or properly allocable to the Services, the Contractor may bill the County periodically, but not more than once per month, upon invoices certified by the Contractor pursuant to Appendix B— Price Schedule. All invoices shall be taken from the books of account kept by the Contractor, shall be supported by copies of payroll distribution, receipt bills or other documents reasonably required by the County, shall show the County's contract number, and shall have a unique invoice number assigned by the Contractor. It is the policy of Miami-Dade County that payment for all purchases by County agencies and the Public Health Trust shall be made in a timely manner and that interest payments be made on late payments. All firms, including Small Business Enterprises, providing goods and services to the County, shall receive payment to maintain sufficient cash flow. In accordance with Florida Statutes, Section 218.74 and Section 2-8.1.4 of the Miami-Dade County Code, the time at which payment shall be due from the County or the Public Health Trust shall be forty-five (45) days from receipt of a proper invoice. Billings from prime Contractors under services and goods contracts with the County or Public Health Trust, that are Small Business Enterprise contract set-aside, bid preference or contain a subcontractor goal, shall be promptly reviewed and payment made by the County or Trust on those amounts not under dispute within fourteen (14) calendar days of receipt of such billing by the County or the Trust pursuant to Sections 2-8.1.1.1.1 and 2-8.1.1.1.2 of the Miami-Dade County Code. All payments due from the County or the Public Health Trust, and not made within the time specified by this section shall bear interest from thirty(30)days after the due date at the rate of one percent(1%) per month on the unpaid balance. Further, proceedings to resolve disputes for payment of obligations shall be concluded by final written decision of the County Mayor, or his or her designee(s), not later than sixty(60)days after the date on which the proper invoice was received by the County or the Public Health Trust. In accordance with Miami-Dade County Implementing Order 3-9, Accounts Receivable Adjustments, if money is owed by the Contractor to the County, whether under this Contract or for any other purpose, the County reserves the right to retain such amount from payment due by County to the Contractor under this Contract. Such retained amount shall be applied to the amount owed by the Contractor to the County. The Contractor shall have no further claim to such retained amounts which shall be deemed full accord and satisfaction of the amount due by the County to the Contractor for the applicable payment due herein. Invoices and associated back-up documentation shall be submitted in duplicate by the Contractor to the County as follows: Miami-Dade County Traffic Signals and Signs Division 7100 N.W. 36th Street Miami, Florida 33166 Attention: Frank Aira, P.E. The County may at any time designate a different address and/or contact person by giving written notice to the other party. Page 9 of 57 Miami-Dade County,FL BW9872.1/20 ARTICLE 17. INDEMNIFICATION AND INSURANCE The Contractor shall indemnify and hold harmless the County and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including reasonable attorneys' fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature to the extent arising out of, relating to or resulting from the Contractor's negligent acts, omissions, or willful misconduct in the performance of this Agreement by the Contractor or its employees, agents, servants, partners principals or subcontractors, The Contractor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs,judgments, and reasonable attorney's fees which may issue thereon. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County or its officers, employees, agents and instrumentalities as herein provided. Contractor shall furnish to the Internal Services Department/ Procurement Management Services, 111 NW 1st Street, Suite 1300, Miami, Florida 33128-1989, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: 1. Worker's Compensation Insurance for all employees of the Contractor as required by Florida Statute 440. 2. Commercial General Liability Insurance on a comprehensive basis in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. Miami-Dade County must be shown as an additional insured with respect to this coverage. 3. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in connection with the work, in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. 4. Professional Liability Insurance in an amount not less than $1,000,000. 5. Cyber Liability Insurance to include privacy, media Liability and coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expense in an amount not less than $1,000,000 per occurrence. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no less than"A-"as to management, and no less than "Class VII"as to financial strength by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the County Risk Management Division. or The company must hold a valid Florida Certificate of Authority as sl"iOvviii in the latest "List of All Insurance Companies Authorized or Approved to Do Business in Florida" issued by the State of Page 10 of 57 Miami-Dade County,FL BW9872-1/20 Florida Department of Financial Services. NOTE:CERTIFICATE HOLDER MUST READ: MIAMI-DADE COUNTY 111 NW 1st STREET SUITE 2340 MIAMI, FL 33128 . Compliance with the foregoing requirements shall not relieve the Contractor of this liability and obligation under this section or under any other section in this Agreement. Award of this Contract is contingent upon the receipt of the insurance documents, as required, within ten (10) business days. If the insurance certificate is received within the specified timeframe but not in the manner prescribed in this Agreement, the Contractor shall have an additional five (5) business days to submit a corrected certificate to the County. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Agreement within fifteen (15) business days, the Contractor shall be in default of the contractual terms and conditions and award of the Contract may be rescinded, unless such timeframe for submission has been extended by the County. The Contractor shall assure that the Certificates of Insurance required in conjunction with this Section remain in full force for the term of the Contract, including any renewal or extension periods that may be exercised by the County. If the Certificate(s) of Insurance is scheduled to expire during the term of the Contract, the Contractor shall submit new or renewed Certificate(s) of Insurance to the County a minimum of ten (10)calendar days before such expiration. In the event that expired Certificates of Insurance are not replaced or renewed to cover the Contract period, the County may suspend the Contract until the new or renewed certificates are received by the County in the manner prescribed herein. If such suspension exceeds thirty (30) calendar days, the County may, at its sole discretion, terminate the Contract for cause and the Contractor shall be responsible for all direct and indirect costs associated with such termination. ARTICLE 18. MANNER OF PERFORMANCE a) The Contractor shall provide the Services described herein in a competent and professional manner satisfactory to the County in accordance with the terms and conditions of this Agreement. The County shall be entitled to a satisfactory performance of all Services described herein and to full and prompt cooperation by the Contractor in all aspects of the Services. At the request of the County, the Contractor shall promptly remove from the project any Contractor's employee, subcontractor, or any other person performing Services hereunder. The Contractor agrees that such removal of any of its employees does not require the termination or demotion of any employee by the Contractor. b) The Contractor agrees to defend, hold harmless and indemnify the County and shall be liable and responsible for any and all claims, suits, actions, damages and costs (including reasonable attorney's fees and court costs) made against the County, occurring on account of, arising from or in connection with the removal and replacement of any Contractor's personnel performing services hereunder at the behest of the County. Removal and replacement of any Contractor's personnel as used in this Article shall not require the termination and or demotion of such Contractor's personnel. c) The Contractor agrees that at all times it will employ, maintain and assign to the performance of the Services a sufficient number of competent and qualified professionals Page 11 of 57 Miami-Dade County,FL ( 8W9872-1/20 and other personnel to meet the requirements to which reference is hereinafter made. The Contractor agrees to adjust its personnel staffing levels or to replace any its personnel if so directed upon reasonable request from the County, should the County make a determination, in its sole discretion, that said personnel staffing is inappropriate or that any individual is not performing in a manner consistent with the requirements for such a position. d) The Contractor warrants and represents that its personnel have the proper skill, training, background, knowledge, experience, rights, authorizations, integrity, character and licenses as necessary to perform the Services described herein, in a competent and professional manner. e) The Contractor shall at all times cooperate with the County and coordinate its respective work efforts to most effectively and efficiently maintain the progress in performing the Services. f) The Contractor shall comply with all provisions of all federal, state and local laws, statutes, ordinances, and regulations that are applicable to the performance of this Agreement. ARTICLE 19. EMPLOYEES OF THE CONTRACTOR All employees of the Contractor shall be considered to be, at all times, employees of the Contractor under its sole direction and not employees or agents of the County. The Contractor shall supply competent employees. Miami-Dade County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on County property is not in the best interest of the County. Each employee shall have and wear proper identification. ARTICLE 20. INDEPENDENT CONTRACTOR RELATIONSHIP The Contractor is, and shall be, in the performance of all work services and activities under this Agreement, an independent contractor, and not an employee, agent or servant of the County. All persons engaged in any of the work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to the Contractor's sole direction, supervision and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the Contractor's relationship and the relationship of its - employees to the County shall be that of an independent contractor and not as employees and agents of the County. The Contractor does not have the power or authority to bind the County in any promise, agreement or representation other than specifically provided for in this Agreement. ARTICLE 21. AUTHORITY OF THE COUNTY'S PROJECT MANAGER a) The Contractor hereby acknowledges that the County's Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in anyway related to or on account of,this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation before or subsequent to acceptance of the Contractor's Proposal; questions as to the interpretation of the Scope of Work; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply Page 12 of 57 Miami•Dade County,FL BW9872-1/20 with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable, but in no event shall written confirmation of order exceed (5) business days. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall he a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the parties to this Agreement authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on parties. Any such dispute shall be brought, if at all, before the County Mayor within 10 days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor's performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be.submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information in regard to such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. ARTICLE 22. MUTUAL OBLIGATIONS a) This Agreement, including attachments and appendices to the Agreement, shall constitute the entire Agreement between the parties with respect hereto and supersedes all previous communications and representations or agreements, whether written or oral, with respect to the subject matter hereto unless acknowledged in writing by the duly authorized representatives of both parties. b) Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of any third party that is not a parent or subsidiary of a party or otherwise related (by virtue of ownership control or statutory control)to a party. Page 13 of 57 Miami-Dade County,FL I BW9872-1/20 �---t. c) In those situations where this Agreement imposes an indemnity obligation on the Contractor, the County may, at its expense, elect to participate in the defense if the County should so choose. Furthermore, the County may at its own expense defend or settle any such claims if the Contractor fails to diligently defend such claims, and thereafter seek indemnity for costs from the Contractor. ARTICLE 23. QUALITY ASSURANCE/QUALITY ASSURANCE RECORD KEEPING The Contractor shall maintain, and shall require that its subcontractors and suppliers maintain complete and accurate records to substantiate compliance with the requirements set forth in the Scope of Work. The Contractor and its subcontractors and suppliers, shall retain such records, and all other documents relevant to the Services furnished under this Agreement for a period of three (3) years from the expiration date of this Agreement and any extension thereof. ARTICLE 24. AUDITS The County, or its duly authorized representatives or governmental agencies, shall until the expiration of three (3) years after the expiration of this Agreement and any extension thereof, have access to and the right to examine and reproduce any of the Contractor's books,documents, papers and records and of its subcontractors and suppliers which apply to all matters of the County. Such records shall subsequently conform to Generally Accepted Accounting Principles requirements, as applicable, and shall only address those transactions related to this Agreement. Pursuant to Section 2-481 of the Miami-Dade County Code, the Contractor will grant access to the Commission Auditor to all financial and performance related records, property, and equipment purchased in whole or in part with government funds relating to the Services furnished under this Agreement. The Contractor agrees to maintain an accounting system that provides accounting records that are supported with adequate documentation, and adequate procedures for determining the allowability and allocability of costs. ARTICLE 25. SUBSTITUTION OF PERSONNEL In the event the Contractor wishes to substitute personnel for the key personnel identified by the Contractor's Proposal, the Contractor must notify the County in writing and request written approval for the substitution at least ten (10) business days prior to effecting such substitution. ARTICLE 26. CONSENT OF THE COUNTY REQUIRED FOR ASSIGNMENT The Contractor shall not assign, transfer, convey or otherwise dispose of this Agreement, including its rights, title or interest in or to the same or any part thereof without the prior written consent of the County. , ARTICLE 27. SUBCONTRACTUAL RELATIONS a) If the Contractor will cause any part of this Agreement to be performed by a Subcontractor, the provisions of this Contract will apply to such Subcontractor and its officers, agents and employees in all respects as if it and they were employees of the Contractor; and the Contractor will not be in any manner thereby discharged from its obligations and liabilities hereunder, but will be liable hereunder for all acts and negligence of the Subcontractor, its officers, agents, and employees, as if they were employees of the Contractor. The services performed by the Subcontractor will be subject to the provisions hereof as if performed directly by the Contractor. Page 14 of 57 Miami-Dade County,FL I BW9872-1/20 b) The Contractor, before making any subcontract for any portion of the services, will state in writing to the County the name of the proposed Subcontractor, the portion of the Services which the Subcontractor is to do, the place of business of such Subcontractor, and such other information as the County may require. The County will have the right to require the Contractor not to award any subcontract to a person, firm or corporation disapproved by the County. c) Before entering into any subcontract hereunder, the Contractor will inform the Subcontractor fully and completely of all provisions and requirements of this Agreement relating either directly or indirectly to the Services to be performed. Such Services performed by such Subcontractor will strictly comply with the requirements of this Contract. d) In order to qualify as a Subcontractor satisfactory to the County, in addition to the other requirements herein provided, the Subcontractor must be prepared to prove to the satisfaction of the County that it has the necessary facilities, skill and experience, and ample financial resources to perform the Services in a satisfactory manner. To be considered skilled and experienced, the Subcontractor must show to the satisfaction of the County that it has satisfactorily performed services of the same general type which is required to be performed under this Agreement. e) The County shall have the right to withdraw its consent to a subcontract if it appears to the County that the subcontract will delay, prevent, or otherwise impair the performance of the Contractor's obligations under this Agreement. All Subcontractors are required to protect the confidentiality of the County's and County's proprietary and confidential information. Contractor shall furnish to the County copies of all subcontracts between Contractor and Subcontractors and suppliers hereunder. Within each such subcontract, there shall be a clause for the benefit of the County in the event the County finds the Contractor in breach of this Contract, permitting the County to request completion by the Subcontractor of its performance obligations under the subcontract. The clause shall include an option for the County to pay the Subcontractor directly for the performance by such Subcontractor. Notwithstanding, the foregoing shall neither convey nor imply any obligation or liability on thepart of the County to any subcontractor hereunder as more fully described herein. ARTICLE 28. ASSUMPTION, PARAMETERS, PROJECTIONS, ESTIMATES AND EXPLANATIONS The Contractor understands and agrees that any assumptions, parameters, projections, estimates and explanations presented by the County were provided to the Contractor for evaluation purposes only. However,since these assumptions, parameters,projections, estimates and explanations represent predictions of future events the County makes no representations or guarantees; and the County shall not be responsible for the accuracy of the assumptions presented; and the County shall not be responsible for conclusions to be drawn therefrom; and any assumptions, parameters, projections, estimates and explanations shall not form the basis of any claim by the Contractor. The Contractor accepts all risk associated with using this information. ARTICLE 29. SEVERABILITY If this Agreement contains any provision found to be unlawful, the same shall be deemed to be of no effect and shall be deemed stricken from this Agreement without affecting the binding force of this Agreement as it shall remain after omitting such provision. Page 15 of 57 Miami•Dade County,FL . 18W9872-1/20 ARTICLE 30. TERMINATION AND SUSPENSION OF WORK a) The County may terminate this Agreement if an individual or corporation or other entity attempts to meet its contractual obligation with the County through fraud, misrepresentation or material misstatement. b) The County may, as a further sanction, terminate or cancel any other contract(s)that such individual or corporation or other entity has with the County and that such individual, corporation or other entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, including reasonable attorney's fees. c) The foregoing notwithstanding, any individual, corporation or other entity which attempts to meet its contractual obligations with the County through fraud, misrepresentation or material misstatement may be debarred from County contracting for up to five(5)years in accordance with the County debarment procedures. The Contractor may be subject to debarment for failure to perform and all other reasons set forth in Section 10-38 of the County Code. d) In addition to cancellation or termination as otherwise provided in this Agreement, the County may at any time, in its sole discretion, with or without cause, terminate this Agreement by written notice to the Contractor. e) In the event that the County exercises its right to terminate this Agreement, the Contractor shall, upon receipt of such notice, unless otherwise directed by the County: i. stop work on the date specified in the notice ("the Effective Termination Date"); ii. take such action as may be necessary for the protection and preservation of the County's materials and property; iii. cancel orders; iv. assign to the County and deliver to any location designated by the County any non- cancelable orders for Deliverables that are not capable of use except in the performance of this Agreement and have been specifically developed for the sole purpose of this Agreement and not incorporated in the Services; v. take no action which will increase the amounts payable by the County under this Agreement; and f) In the event that the County exercises its right to terminate this Agreement, the Contractor will be compensated as stated in the payment Articles herein for the: i. portion of the Services completed in accordance with the Agreement up to the Effective Termination Date; and ii. non-cancelable Deliverables that are not capable of use except in the performance of this Agreement and have been specifically developed for the sole purpose of this Agreement, but not incorporated in the Services. g) Aii compensation pursuant to this Article are subject to audit. Page 16 of 57 Miami-Dade County,FL BW9872-1/20 . ARTICLE 31. EVENT OF DEFAULT a) An Event of Default shall mean a breach of this Agreement by the Contractor. Without limiting the generality of the foregoing, and in addition to those instances referred to herein as a breach, an Event of Default shall include the following: i. the Contractor has not delivered Deliverables on a timely basis; ii. the Contractor has refused or failed to supply enough properly skilled staff personnel; iii. the Contractor has failed to make prompt payment to subcontractors or suppliers for any Services; iv. the Contractor has become insolvent (other than as interdicted by the bankruptcy laws), or has assigned the proceeds received for the benefit of the Contractor's creditors, or the Contractor has taken advantage of any insolvency statute or debtor/creditor law or if the Contractor's affairs have been put in the hands of a receiver; v. the Contractor has failed to obtain the approval of the County where required by this Agreement; vi. the Contractor has failed to provide "adequate assurances" as required under subsection b below; vii. the Contractor has failed in the representation of any warranties stated herein. b) When, in the opinion of the County, reasonable grounds for uncertainty exist with respect to the Contractor's ability to perform the Services or any portion thereof, the County may request that the Contractor,within the timeframe set forth in the County's request, provide adequate assurances to the County, in writing, of the Contractor's ability to perform in accordance with the terms of this Agreement. Until the County receives such assurances, the County may request an adjustment to the compensation received by the Contractor for portions of the Services which the Contractor has not performed. In the event that the Contractor fails to provide to the County the requested assurances within the prescribed timeframe, the County may: i. treat such failure as a repudiation of this Agreement; and ii. resort to any remedy for breach provided herein or at law, including but not limited to, taking over the performance of the Services or any part thereof either by itself or through others. c) In the event the County shall terminate this Agreement for default, the County or its designated representatives may immediately take possession of all applicable equipment, materials, products, documentation, reports and data. ARTICLE 32. NOTICE OF DEFAULT- OPPORTUNITY TO CURE • If an Event of Default occurs in the determination of the County, the County may so notify the Contractor ("Default Notice"), specifying the basis for such default, and advising the Contractor that such default must be cured immediately or this Agreement with the County may be terminated. Notwithstanding, the County may, in its sole discretion, allow the Contractor to rectify the default to the County's reasonable satisfaction within a thirty (30) day period. The County Page 17 of 57 Miami-Dade County,FL 1 BW9872-1/20 u T may grant an additional period of such duration as the County shall deem appropriate without waiver of any of the County's rights hereunder, so long as the Contractor has commenced curing such default and is effectuating a cure with diligence and continuity during such thirty (30) day period or any other period which the County prescribes. The default notice shall specify the date the Contractor shall discontinue the Services upon the Termination Date. ARTICLE 33. REMEDIES IN THE EVENT OF DEFAULT If an Event of Default occurs, the Contractor shall be liable for all damages resulting from the default, including but not limited to: a) lost revenues; b) the difference between the cost associated with procuring Services hereunder and the amount actually expended by the County for re-procurement of Services, including procurement and administrative costs; and c) such other direct damages. The Contractor shall also remain liable for any liabilities and claims related to the Contractor's default. The County may also bring any suit or proceeding for specific performance or for an injunction. ARTICLE 34. SOFTWARE ESCROW The County requires that the Contractor maintain a software escrow account throughout the life of the Agreement to protect against failure of the Contractor to provide the agreed upon services. A copy of the Contractor's licensed software source code, and Contractor enhancements or modifications or customization or Developed Works of source code is to be kept by a trusted third party to ensure that the County will have access to the source code in the event that the Contractor is unable to support the software. The Contractor is required to maintain the most current version of the application with the escrow agent including, but not limited to all incremental releases and upgrades as well as any software customization or Developed Works created for the County. Solely in the event of a Release Event as defined in Article I and further defined under Appendix C, Escrow Agreement, the Contractor grants to County, a non-exclusive, perpetual, paid in full license, to install, use, copy, publicly perform and digitally perform, modify and create derivative works, for the sole purpose of continuing the benefits afforded to the County under this Agreement, including the development of patches and upgrades solely for County's internal use. County shall have a right to modify and customize the Software, or to have the Software modified and customized by third-parties. ARTICLE 35. PATENT AND COPYRIGHT INDEMNIFICATION a) The Contractor shall not infringe on any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights in the performance of the Work. b) The Contractor warrants that all Deliverables furnished hereunder, including but not limited to: equipment, programs, documentation, software, analyses, applications, methods, ways, processes, arid the like, do not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other Page 18 of 57 Miami-Dade County,FL 8W9872-1/20 third party proprietary rights. c) The Contractor shall be liable and responsible for any and all claims made against the ! County for infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary rights, by the use or supplying of any programs, documentation, software, analyses, applications, methods, ways, processes, and the like, in the course of performance or completion of, or in any way connected with, the Work, or the County's continued use of the Deliverables furnished hereunder. Accordingly, the Contractor at its own expense, including the payment of reasonable attorney's fees, shall indemnify, and hold harmless the County and defend any action brought against the County with respect to any claim, demand, cause of action, debt, or liability. d) In the event any Deliverable or anything provided to the County hereunder, or portion thereof is held to constitute an infringement and its use is or may be enjoined, the Contractor shall have the obligation to, at the County's option to (i) modify, or require that the applicable subcontractor or supplier modify, the alleged infringing item(s) at its own expense, without impairing in any respect the functionality or performance of the item(s), or (ii) procure for the County, at the Contractor's expense, the rights provided under this Agreement to use the item(s). e) The Contractor shall be solely responsible for determining and informing the County whether a prospective supplier or subcontractor is a party to any litigation involving patent or copyright infringement, service mark, trademark, violation, or proprietary rights claims or is subject to any injunction which may prohibit it from providing any Deliverable hereunder. The Contractor shall enter into agreements with all suppliers and subcontractors at the Contractor's own risk. The County may reject any Deliverable that it believes to be the subject of any such litigation or injunction, or if, in the County's judgment, use thereof would delay the Work or be unlawful. ARTICLE 36. CONFIDENTIALITY a) All Developed Works and other materials, data, transactions of all forms, financial information, documentation, inventions, designs and methods obtained from the County in connection with the Services performed under this Agreement, made or developed by the Contractor or its subcontractors in the course of the performance of such Services, or the results of such Services, or which the County holds the proprietary rights, constitute Confidential Information and may not, without the prior written consent of the County, be used by the Contractor or its employees, agents, subcontractors or suppliers for any purpose other than for the benefit of the County, unless required by law. In addition to the foregoing, all County employee information and County financial information shall be considered Confidential Information and shall be subject to all the requirements stated herein. Neither the Contractor nor its employees, agents, subcontractors or suppliers may sell, transfer, publish, disclose, display, license or otherwise make available to others any part of such Confidential Information without the prior written consent of the County. Additionally, the Contractor expressly agrees to be bound by and to defend, indemnify and hold harmless the County,and their officers and employees from the breach of any federal, state or local law in regard to the privacy of individuals. b) The Contractor shall advise each of its employees, agents, subcontractors and suppliers who may be exposed to such Confidential Information of their obligation to keep such information confidential and shall promptly advise the County in writing if it learns of any unauthorized use or disclosure of the Confidential Information by any of its employees or agents, or subcontractor's or supplier's employees, present or former. In addition, the Page 19 of 57 • Miami•Dade County,FL - J BW9872-1/20 Contractor agrees to cooperate fully and provide any assistance necessary to ensure the confidentiality of the Confidential Information. c) It is understood and agreed that in the event of a breach of this Article damages may not be an adequate remedy and the County shall be entitled to injunctive relief to restrain any such breach or threatened breach. Unless otherwise requested by the County, upon the completion of the Services performed hereunder, the Contractor shall immediately turn over to the County all such Confidential Information existing in tangible form,and no copies thereof shall be retained by the Contractor or its employees, agents, subcontractors or suppliers without the prior written consent of the County. A certificate evidencing compliance with this provision and signed by an officer of the Contractor shall accompany such materials. ARTICLE 37. PROPRIETARY INFORMATION As a political subdivision of the State of Florida, Miami-Dade County is subject to the stipulations of Florida's Public Records Law. The Contractor acknowledges that all computer software in the County's possession may constitute or contain information or materials which the County has agreed to protect as proprietary information from disclosure or unauthorized use and may also constitute or contain information or materials which the County has developed at its own expense, the disclosure of which could harm the County's proprietary interest therein. During the term of the contract, the Contractor will not use directly or indirectly for itself or for others, or publish or disclose to any third party, or remove from the County's property, any computer programs, data compilations, or other software which the County has developed, has used or is using, is holding for use, or which are otherwise in the possession of the County (hereinafter "Computer Software"). All third-party license agreements must also be honored by the contractors and their employees, except as authorized by the County and, if the Computer Software has been leased or purchased by the County, all hired party license agreements must also be honored by the contractors' employees with the approval of the lessor or Contractors thereof. This includes mainframe, minis, telecommunications, personal computers and any and all information technology software. The Contractor will report to the County any information discovered or which is disclosed to the Contractor which may relate to the improper use, publication, disclosure or removal from the County's property of any information technology software and hardware and will take such steps as are within the Contractor's authority to prevent improper use, disclosure or removal. ARTICLE 38. PROPRIETARY RIGHTS a) The Contractor hereby acknowledges and agrees that the County retains all rights, title and interests in and to all materials, data, documentation and copies thereof furnished by the County to the Contractor hereunder or furnished by the Contractor to the County and/or created by the Contractor for delivery to the County, even if unfinished or in process, as a result of the Services the Contractor performs in connection with this Agreement, including all copyright and other proprietary rights therein, which the Contractor as well as its employees, agents, subcontractors and suppliers may use only in connection with the - performance of Services under this Agreement. The Contractor shall not,without the prior written consent of the County, use such documentation on any other project in which the Page 20 of 57 Miami•Dade County,FL - . I BW9872-1/20 Contractor or its employees, agents, subcontractors or suppliers are or may become engaged. Submission or distribution by the Contractor to meet official regulatory requirements or for other purposes in connection with the performance of Services under this Agreement shall not be construed as publication in derogation of the County's copyrights or other proprietary rights. County shall retain ownership and associated rights of all traffic data generated by the system provided under this agreement(the"data"). County shall not sell or transfer the data to any private entities for purposes not directly related to County activities without the prior written consent of Contractor. In furtherance of Contractor's commitment to the advancement of future system- based technologies and the betterment of the nation's traffic management planning, and in order for Contractor to make informed decisions related to the Agreement, County shall provide the • data to Contractor at Contractor's request. Contractor shall notify County prior to transfer of any data to private entities. • b) All rights, title and interest in and to certain inventions, ideas, designs and methods, specifications and other documentation related thereto developed by the Contractor and its subcontractors specifically for the County, hereinafter referred to as"Developed Works" shall become the property of the County. c) Accordingly, neither the Contractor nor its employees, agents, subcontractors or suppliers shall have any proprietary interest in such Developed Works. The Developed Works may not be utilized, reproduced or distributed by or on behalf of the Contractor, or any employee, agent, subcontractor or supplier thereof, without the prior written consent of the County, except as required for the Contractor's performance hereunder. d) Itis understood that all cameras and hardware purchased under this Agreement, becomes the property of the County, and can be used at the County's discretion, at any time. This includes but is not limited to future projects and integrations. e) Except as otherwise provided in subsections a, b, c, and d above, or elsewhere herein, the Contractor and its subcontractors and suppliers hereunder shall retain all proprietary rights in and to all Licensed Software provided hereunder, that have not been customized to satisfy the performance criteria set forth in the Scope of Work. Notwithstanding the foregoing, the Contractor hereby grants, and shall require that its subcontractors and suppliers grant, if the County so desires, a perpetual, irrevocable and unrestricted right and license to use, duplicate, disclose and/or permit any other person(s) or entity(ies) to use all such Licensed Software and the associated specifications, technical data and other Documentation for the operations of the County or entities controlling, controlled by, under common control with, or affiliated with the County, or organizations which may hereafter be formed by or become affiliated with the County. Such license specifically includes, but is not limited to, the right of the County to use and/or disclose, in whole or in part, the technical documentation and Licensed Software, including source code provided hereunder, to any person or entity outside the County for such person's or entity's use in furnishing any and/or all of the Deliverables provided hereunder exclusively for the County or entities controlling, controlled by, under common control with, or affiliated with the County, or organizations which may hereafter be formed by or become affiliated with the County. No such Licensed Software, specifications, data, documentation or related information shall be deemed to have been given in confidence and any statement or legend to the contrary shall be void and of no effect. Page 21 of 57 • • Miami-Dade County,FL BW9872.1/20 ARTICLE 39. VENDOR REGISTRATION/CONFLICT OF INTEREST . a) Vendor Registration The Contractor shall be a registered vendor with the County - Internal Services Department, Procurement Management Division,for the duration of this Agreement. In becoming a Registered Vendor with Miami-Dade County, the Contractor confirms its knowledge of and commitment to comply with the following: 1. Miami-Dade County Ownership Disclosure Affidavit 12. Miami-Dade County E-VerifyAffidavit (Section 2-8.1 of the County Code) (Executive Order 11-116) 2. Miami-Dade County Employment Disclosure Affidavit 13. Subcontractor/Supplier Listing (Section 2.8-1(d)(2)of the County Code) (Section 2-8.8 of the County Code) 3. Miami-Dade Employment Drug-free Workplace 14. Environmentally Acceptable Packaging Certification (Resolution R-738-92) (Section 2-8.1.2(b)of the County Code) 15. W-9 and 8109 Forms 4. Miami-Dade Disability and Nondiscrimination (as required by the Internal Revenue Service) Affidavit 16. FEIN Number or Social Security Number in order to establish a file, the Contractor's Federal (Section 2-8.1.5 of the County Code) Employer Identification Number (FEIN) must be provided.If no FEIN exists,the Social Security Number 5. Miami-Dade County Debarment Disclosure Affidavit of the owner or individual must be provided.This number (Section 10.38 of the County Code) becomes Contractor's "County Vendor Number'. To comply with Section 119.071(5)of the Florida Statutes 6. Miami-Dade County Vendor Obligation to County relating to the collection of an individual's Social Security Affidavit Number,be aware that the County requests the Social Security Number for the following purposes: (Section 2-8.1 of the County Code) • Identification of individual account records • To make payments to individualContractor for 7. Miami-Dade County Code of Business Ethics goods and services provided to Miami-Dade Affidavit County • Tax reporting purposes • To provide a unique identifier in the vendor database that may be used for searching and (Section 2-8.1(i)and 2-11(b)(1)of the County Code through sorting departmental records (6)and(9)of the County Code and Section 2-11.1(c)of the County Code) 17. Office of the Inspector General (Section 2-1076 of the County Code) 8. Miami-Dade County Family Leave Affidavit (Article V of Chapter 11 of the County Code) 18. Small Business Enterprises The County endeavors to obtain the participation of all 9. Miami-Dade County Living Wage Affidavit small business enterprises pursuant to Sections 2-8.2,2- (Section 2-8.9 of the County Code) 8.2.3 and 2-8.2.4 of the County Code and Title 49 of the Code of Federal Regulations. 10. Miami-Dade County Domestic Leave and Reporting Affidavit 19. Antitrust Laws (Article 8,Section 11A-60 11A-67 of the County Code) By acceptance of any contract,the Contractor agrees to comply with all antitrust laws of the United States and the 11. Subcontracting Practices State of Florida. (Ordinance 97-35) b) Conflict of Interest/Code of Ethics Section 2-11.1(d)of Miami-Dade County Code requires that any County employee or any member of the employee's immediate family who has a controlling financial interest, direct or indirect, with Miami-Dade County or .any person or agency acting for Miami-Dade County, competing or applying for a contract, must first request a conflict of interest opinion from the County's Ethics Commission prior to their or their immediate family member's entering into any contract or transacting any business through a firm, corporation, partnership or business entity in which the Page 22 of 57 mtami•uan county,H. dwat'IZ-VZO employee or any member of the employee's immediate family has a controlling financial interest, direct or indirect,with Miami-Dade County or any person or agency acting for Miami-Dade County. Any such contract or business engagement entered in violation of this subsection, as amended, shall be rendered voidable. All autonomous personnel, quasi-judicial personnel, advisory personnel, and employees wishing to do business with the County are hereby advised they must comply with the applicable provisions of Section 2-11.1 of the Miami-Dade County Code relating to Conflict of Interest and Code of Ethics. In accordance with 2-11.1 (y), the Miami Dade County Commission on Ethics and Public Trust (Ethics Commission) shall be empowered to review, interpret, render advisory opinions and letters of instruction and enforce the Conflict of Interest and Code of Ethics Ordinance. ARTICLE 40. INSPECTOR GENERAL REVIEWS Independent Private Sector Inspector General Reviews Pursuant to Miami-Dade County Administrative Order 3-20, the County has the right to retain the services of an Independent Private Sector Inspector General(hereinafter"IPSIG"),whenever the County deems it appropriate to do so. Upon written notice from the County, the Contractor shall make available to the IPSIG retained by the County, all requested records and documentation pertaining to this Agreement for inspection and reproduction. The County shall be responsible for the payment of these IPSIG services, and under no circumstance shall the Contractor's prices and any changes thereto approved by the County, be inclusive of any charges relating to these IPSIG services. The terms of this provision apply to the Contractor, its officers, agents, employees, subcontractors and assignees. Nothing contained in this provision shall impair any independent right of the County to conduct an audit or investigate the operations, activities and performance of the Contractor in connection with this Agreement. The terms of this Article shall not impose any liability on the County by the Contractor or any third party. Miami-Dade County Inspector General Review According to Section 2-1076 of the Code of Miami-Dade County, Miami-Dade County has established the Office of the Inspector General which may, on a random basis, perform audits on all County contracts, throughout the duration of said contracts. The cost of the audit for this Contract shall be one quarter(1/4)of one(1) percent of the total contract amount which cost shall be included in the total contract amount. The audit cost will be deducted by the County from progress payments to the Contractor. .The audit cost shall also be included in all change orders and all contract renewals and extensions. Exception: The above application of one quarter (1/4) of one percent fee assessment shall not apply to the following contracts: (a) IPSIG contracts; (b)contracts for legal services; (c)contracts for financial advisory services; (d) auditing contracts; (e)facility rentals and lease agreements; (f) concessions and other rental agreements; (g) insurance contracts; (h) revenue-generating contracts; (I) contracts where an IPSIG is assigned at the time the contract is approved by the Commission; (j) professional service agreements under $1,000; (k) management agreements; (I) small purchase orders as defined in Miami-Dade County Administrative Order 3-38; (m)federal, state and local government-funded grants; and (n) interlocal agreements. Notwithstanding the foregoing, the Miami-Dade County Board of County Commissioners may authorize the inclusion of the fee assessment of one quarter (1/4) of one percent in any exempted contract at the time of award. Nothing contained above shall in any way limit the powers of the Inspector General to perform audits on ail County contracts including, but not limited to, those contracts specifically exempted above. The Miami-Dade County Inspector General is authorized and empowered to review past, Page 23 of 57 • man-woe county,t . -- _ __ �� t__ �_ t(wstriz-Ti�u present and proposed County and Public Health Trust contracts, transactions, accounts, records and programs. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of records and monitor existing projects and programs. Monitoring of an existing project or program may include a report concerning whether the project is on time, within budget and in conformance with plans, specifications and applicable law. The Inspector General is empowered to analyze the necessity of and reasonableness of proposed • change orders to the Contract. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process, including but not limited to project design, specifications, proposal submittals, activities of the Contractor, its officers, agents and employees, lobbyists, County staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption. Upon written notice to the Contractor from the Inspector General or IPSIG retained by the Inspector General, the Contractor shall make all requested records and documents available to the Inspector General or IPSIG for inspection and copying. The Inspector General and IPSIG shall have the right to inspect and copy all documents and records in the Contractor's possession, custody or control which, in the Inspector General's or IPSIG's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements form and which successful and unsuccessful subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, proposal and contract documents, back-charge documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records, and supporting documentation for the aforesaid documents and records. ARTICLE 41. LOCAL, STATE, AND FEDERAL COMPLIANCE REQUIREMENTS Contractor agrees to comply, subject to applicable professional standards, with the provisions of any and all.applicable Federal, State and the County orders, statutes, ordinances, rules and regulations which may pertain to the Services required under this Agreement, including, but not limited to: a) Equal Employment Opportunity (EEO), in compliance with Executive Order 11246 as amended and applicable to this Contract. b) Miami-Dade County Florida, Department of Small Business Development Participation Provisions, as applicable to this Contract. • c) Environmental Protection Agency(EPA), as applicable to this Contract. d) "Conflicts of Interest" Section 2-11 of the County Code, and Ordinance 01-199. e) Miami-Dade County Code Section 10-38 "Debarment". f) Miami-Dade County Ordinance 99-5, codified at 11A-60 et. seq. of Miami-Dade Code pertaining to complying with the County's Domestic Leave Ordinance. g) Miami-Dade County Ordinance 99-152, prohibiting the presentation, maintenance, or prosecution of false or fraudulent claims against Miami-Dade County. The Contractor shall hold all licenses and/or certifications, obtain and pay for all permits and/or inspections, and comply with all laws, ordinances, regulations and building code requirements applicable to the work required herein. Damages, penalties, and/or fines imposed on the County or Contractor for failure to obtain and maintain required licenses, certifications, permits and/or Page 24 of 57 m!amt•uaae county,t-L. tswMrz•iizu inspections shall be borne by the Contractor. The Project Manager shall verify the certification(s), license(s), permit(s), etc. for the Contractor prior to authorizing work and as needed. Notwithstanding any other provision of this Agreement, Contractor shall not be required pursuant to this Agreement to take any action or abstain from taking any action if such action or abstention would, in the good faith determination of the Contractor, constitute a violation of any law or regulation to which Contractor is subject,including but not limited to laws and regulations requiring that Contractor conduct its operations in a safe and sound manner. ARTICLE 42. NONDISCRIMINATION During the performance of this Contract, Contractor agrees to not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, national origin, sex, pregnancy, age, disability, marital status, familial status, sexual orientation, gender identity or gender expression, status as victim of domestic violence, dating violence or stalking, or veteran status, and on housing related contracts the source of income, and will take affirmative action to ensure that employees and applicants are afforded equal employment opportunities without discrimination. Such action shall be taken with reference to, but not limited to: recruitment, employment, termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on the job training. By entering into this Contract, the Contractor attests that it is not in violation of the Americans with Disabilities Act of 1990 (and related Acts) or Miami-Dade County Resolution No. R-385- 95. If the Contractor or any owner, subsidiary or other firm affiliated with or related to the Contractor is found by the responsible enforcement agency or the County to be in violation of the Act or the Resolution, such violation shall render this Contract void. This Contract shall be void if the Contractor submits a false affidavit pursuant to this Resolution or the Contractor violates the Act or the Resolution during the term of this Contract, even if the Contractor was not in violation at the time it submitted its affidavit. ARTICLE 43. CONFLICT OF INTEREST The Contractor represents that: a) No officer, director, employee, agent, or other consultant of the County or a member of the immediate family or household of the aforesaid has directly or indirectly received or been promised any form of benefit, payment or compensation,. whether tangible or intangible, in connection with the award of this Agreement. b) There are no undisclosed persons or entities interested with the Contractor in this Agreement. This Agreement is entered into by the Contractor without any connection with any other entity or person making a proposal for the same purpose, and without collusion, fraud or conflict of interest. No elected or appointed officer or official, director, employee, agent or other consultant of the County, or of the State of Florida (including elected and appointed members of the legislative and executive branches of government), or a member of the immediate family or household of any of the aforesaid: i) is interested on behalf of or through the Contractor directly or indirectly in any manner whatsoever in the execution or the performance of this Agreement, or in the services, supplies or work, to which this Agreement relates or in any portion of the revenues; or ii) is an employee, agent, advisor, or consultant to the Contractor or to the best of the Contractor's knowiedge any subcontractor or supplier to the Contractor. Page 25 of 57 Mtamt•Uaae t;ounty,rt. tiW9LfZ-9/LU c} Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary, or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's faithful performance of its obligation under this Agreement; provided that the County, in its sole discretion, may consent in writing to such a relationship, provided the Contractor provides the County with a written notice, in advance, which identifies all the individuals and entities involved and sets forth in detail the nature of the relationship and why it is in the County's best interest to consent to such relationship. d) The provisions of this Article are supplemental to, not in lieu of, all applicable laws with respect to conflict of interest. In the event there is a difference between the standards applicable under this Agreement and those provided by statute, the stricter standard shall aptly r• e) In the event Contractor has no prior knowledge of a conflict of interest as set forth above and acquires information which may indicate that there may be an actual or apparent violation of any of the above, Contractor shall promptly bring such information to the attention of the County's Project Manager. Contractor shall thereafter cooperate with the County's review and investigation of such information, and comply with the instructions Contractor receives from the Project Manager in regard to remedying the situation. ARTICLE 44. PRESS RELEASE OR OTHER PUBLIC COMMUNICATION Under no circumstances shall the Contractor without the express written consent of the County: - . a) _ Issue or permit to be issued any press release, advertisement or literature of any kind which refers to the County, or the Work being performed hereunder, unless the Contractor first obtains the written approval of the County. Such approval may be withheld if for any reason the County believes that the publication of such information would be harmful to the public interest or is in any way undesirable; and • b) Communicate in any way with any contractor, department, board, agency, commission or other organization or any person whether governmental or private in connection with the Services to be performed hereunder except upon prior written approval and instruction of the County; and c) Except as may be required by law, the Contractor and its employees, agents, subcontractors and suppliers will not represent, directly or indirectly, that any product or service provided by the Contractor or such parties has been approved or endorsed by the County. ARTICLE 45. BANKRUPTCY • The County reserves the right to terminate this contract, if, during the term of any contract the Contractor has with the County, the Contractor becomes involved as a debtor in a bankruptcy proceeding, or becomes involved in a reorganization, dissolution, or liquidation proceeding, or if a trustee or receiver is appointed over all or a substantial portion of the property of the Contractor under federal bankruptcy law or any state insolvency law. ARTICLE 46. GOVERNING LAW This Contract, including appendices, and all matters relating to this Contract(whether in contract, statute, tort (such as negligence), or otherwise) shall be governed by, and construed in accordance with, the In s of the State of Florida. Venue Shall he Miami_Dade county. Page 26 of 57 mtamr-wade county,!-t. t3V & IZ-71ZU ARTICLE 47. COUNTY USER ACCESS PROGRAM (UAP) a) User Access Fee Pursuant to Section 2-8.10 of the Miami-Dade County Code, this Contract is subject to a user access fee under the County User Access Program (UAP) in the amount of two percent (2%). All sales resulting from this Contract, or any contract resulting from the solicitation referenced on the first page of this Contract, and the utilization of the County Contract price and the terms and conditions identified herein, are subject to the two percent (2%) UAP. This fee applies to all Contract usage whether by County Departments or by any other governmental, quasi- governmental or not-for-profit entity. The Contractor providing goods or services under this Contract shall invoice the Contract price and shall accept as payment thereof the Contract price less the 2% UAP as full and complete payment for the goods and/or services specified on the invoice. The County shall retain the 2% UAP for use by the County to help defray the cost of the procurement program. Contractor participation in this invoice reduction portion of the UAP is mandatory. b) Joint Purchase Only those entities that have been approved by the County for participation in the County's Joint Purchase and Entity Revenue Sharing Agreement are eligible to utilize or receive County Contract pricing and terms and conditions. The County will provide to approved entities a UAP Participant Validation Number. The Contractor must obtain the participation number from the entity prior to filling any order placed pursuant to this Section. Contractor participation in this joint purchase portion of the UAP, however, is voluntary.The Contractor shall notify the ordering entity, in writing, within three (3) business days of receipt of an order, of a decision to decline the order. For all ordering entities located outside the geographical boundaries of Miami-Dade County, the Contractor shall be entitled to ship goods on an "FOB Destination, Prepaid and Charged Back" basis. This allowance shall only be made when expressly authorized by a representative of the ordering entity prior to shipping the goods. The County shall have no liability to the Contractor for the cost of any purchase made by an ordering entity under the UAP and shall not be deemed to be a party thereto. All orders shall be placed directly by the ordering entity with the Contractor and shall be paid by the ordering entity less the 2% UAP. c) Contractor Compliance If a Contractor fails to comply with this Article, that Contractor may be considered in default by the County in accordance with Article 24 of this Contract. ARTICLE 48. FIRST SOURCE HIRING REFERRAL PROGRAM Pursuant to Section 2-2113 of the Code of Miami-Dade County, for all contracts for goods and services, the Contractor, prior to hiring to fill each vacancy arising under a County contract shall (1)first notify the South Florida Workforce Investment Board ("SFWIB"), the designated Referral Agency, of the vacancy and list the vacancy with SFWIB according to the Code, and (2) make good faith efforts as determined by the County to fill a minimum of fifty percent (50%) of its employment needs under the County contract through the SFWIB. If no suitable candidates can Page 27 of 57 Mramr-Daae county,l-L tjW i5(L•7/Lu be employed after a Referral Period of three to five days, the Contractor is free to fill its vacancies from other sources. Contractor will be required to provide quarterly reports to the SFWIB indicating the name and number of employees hired in the previous quarter, or why referred candidates were rejected. Sanctions for non-compliance shall include, but not be limited to: (i) • suspension of contract until Contractor performs obligations, if appropriate; (ii) default and/or termination; and (iii) payment of $1,500/employee, or the value of the wages that would have been earned given the noncompliance,whichever is less. Registration procedures and additional information regarding the FSHRP are available at https://iapps.careersourcesfl.com/firstsource/. ARTICLE 49. PUBLIC RECORDS AND CONTRACTS FOR SERVICES PERFORMED ON BEHALF OF MIAMI-DADE COUNTY The Contractor shall comply with the Public Records Laws of the State of Florida, including, but not limited to, (1) keeping and maintaining all public records that ordinarily and necessarily would be required by the County in order to perform the service; (2) providing the public with access to public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law; (3) ensuring that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (4) meeting all requirements for retaining public records and transferring, at no cost, to the County all public records in possession of the Contractor upon termination of the contract and destroying any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements upon such transfer. In addition, all records stored electronically must be provided to the County in a format that is compatible with the information technology systems of the County. Failure to meet any of these provisions or to comply with Florida's Public Records Laws as applicable shall be a material breach of this Agreement and shall be enforced in accordance with the terms and conditions of the Agreement. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 375-5773, ISD-VSS@MIAMIDADE.GOV, 111 NW 1st STREET, SUITE 1300, MIAMI, FLORIDA 33128 ARTICLE 50. SURVIVAL The parties acknowledge that any of the obligations in this Agreement will survive the term, termination and cancellation hereof. Accordingly, the respective obligations of the Contractor and the County under this Agreement, which by nature would continue beyond the termination, cancellation or expiration thereof, shall survive termination, cancellation or expiration hereof. • Page 28 of 57 mramlAuaae Uounty,ti. _ _�.._.— ' tIW&i/Z-7/ZU� i IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the contract date herein above set forth. Contractor Miami-Dade Count s •. .... .. By•L-7/1 -1. 1j--:.-- B,, f_rjeiL0a- 1.4;AO' _ . 1 Name: 1-4f1'o,k 0044(4 ( la, e: Carlos A. Gimenez r a _ Title: Vhf SN;,—S i;i6: Mayor • Date: "-c3Ul.- ion Date: 7//F / 7,--C;1:-.7 `CP>° '� Attest: � �.-..�--_-_�-_ Attes . ��U 11 .�- ` Corpora e _ /Notary Public Clerk Cahe Board----------- Corporate Seal/Notary Seal Approved as to form f A c': ''15- o.••�O�\ and legal sufficiency 6`" Z..,-- % 0 Assistant Co my Attorney •• �..y 12v1',.d° 4 Page 29 of 57 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 \.if.A_A.A_A_A-.A_A-.A_ .A'.A .A.A_A.A.A.A.A•_A.A.Va.41.Gf•.{1.A.A.A•_A.A_A_A_A_ .. .A.A.A.A.A.A.A_A_ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of DY2tt-t'-(J,2 ) On 01 / 1) 1 LdtWetk' " before me, V (1)(u) ).\,, O19116 11 G Date Here Insert Name and Title oN the Officer personally appeared J I' tL\ V- 'N.)D9 Met. Name(s)of Signer(s) 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 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. WITNESS my hand and official seal. SONDRA WENINO Signature '�OY�( ���� ') COMM#2176822 a Signature of Notary Public w r,k, NOTARY PUBLIC-CALIFORNIA A a ; i4 ORANGE COUNTY ,,& 'My Commission Expires Jan.2O,2021 J I.•HN••••4••44.4 H••••••H•444++4444-.4444'W. • Place Notary Seal Above - OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): Li Partner — ❑Limited ❑General ❑ Partner — ❑Limited LI General O Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee 11 Guardian or Conservator O Trustee Li Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: g.nc.^C.CSQ-.x..,45, e,-•e,• .-r,•-r-e,.-e+- ——.-er-- ' - . - 'Zg,Q%L..t;i,•ec•ZDV`i27,>. i�zz7„.`L'G`L4"f-4`rA.'V X.,...'ucr,(,t-",.,i ApC4.1N S ©2014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item #5907 Mlamt-uaue uounty,tL I tWilgti/L-MU Appendix A-- Scope of Work Project Scope of Work This Scope of Work describes the products and services required to expand the 2070LX Small- Scale Evaluation Program deployed along NW 36th Street to the remaining ten congestion management corridors identified by the County. Task 0 Project Management The project management activities include: Project Plan The Project Plan will document the following elements: 1. Project Scope —this document and any modifications that may be required over the term of the contract 2. Major Deliverables—this document and any modifications that may be required over the term of the contract 3. Risk Assessment—identifies major risk elements and mitigation actions 4. Resource Requirements— includes team organization and responsibilities of stakeholders 5. Project Schedule—Gantt chart periodically updated to reflect project progress Status Reports Contractor will host weekly informal project meetings to keep the County informed of project progress and upcoming activities. These meetings are structured as `status only' and are intended to last not more that approximately fifteen (15) minutes. This time frame ensures regular stakeholder attendance and insists that more in-depth discussion to be taken offline. The agenda for these meetings will form two purposes: to guide the discussion and function as a Status Report. These meetings will be limited to the following discussion points: • Work performed in the prior week • Work anticipated in the ensuing week • Outstanding issues Meeting Minutes As dictated by project exigencies, formal project meetings (e.g. Project Kick-off)will be conducted and actions resulting from these meetings will be documented in Meeting Minutes. The need and frequency for these types of meetings will be mitigated by consistently performing the weekly project meetings discussed above. Procurement Submittals Contractor will compile and provide product submittals for the following items: • Controllers • Detection • Connected Vehicle Co-Processor • BIueTOAD Page 30 of 57 mlamr•uaae county,t-L ttwyijiz-1/zu The County will review the submittals and return comments within five (5) business days. Local Project Facilities Contractor will establish a local office in Miami-Dade County. The local office will provide work space for project staff as well as warehouse space to receive inventory shipments and perform local testing as required. Task 9 Controllers Description of Work Contractor will supply the Contractor Model 2070LX controller with ASC/3 software. The controllers will be delivered and staged at the Contractor local project facility to be located in Miami-Dade County. The 2070 chassis and 1C module will be tagged as an asset and entered into the Maintenance Management System (MMS)for asset tracking. Contractor will provide the initial configuration and programming for each controller in order to facilitate the deployment of the controller in the field. Task 2 Cabinet Installation (optional) Description of Work The County will supply the Contractor with approved MD552 or MD660 cabinets for installation. The County is to ensure all cabinets are appropriately approved in accordance to Miami Dade County standards and Section 316.0745 of the Florida Statutes. This work shall include the installation of an estimated 85 new traffic signal controller cabinets on existing foundations, poles or pedestals for cabinets provided by the County for this project. It is assumed that existing foundation bolt patterns will match the new cabinets. This work includes the following tasks: •Upon receipt of the cabinet in our local facility, Econolite will inspect the cabinet to ensure it is in compliance with the agreed upon specification (See Task 2) and all required equipment is installed. • The cabinet test results from the factory will be verified and documented prior to installation. • Perform bench testing of the controllers and the converted databases in the cabinets as necessary to validate proper and safe on-street operation. • Traffic Control will be utilized to black out intersection and stop signs will be placed. Police officers, if required, will be provided by the County. • Field connections for the conductors of signal cable, power cable, interconnect cable, and detector lead-in cable will be labeled and removed from the cabinet that is to be replaced. • New cabinet will be mounted by attaching to pedestal or pole or by installing on a concrete foundation. Foundation mounted cabinets will be arranged so that control equipment, terminal blocks, or shelves are no closer than 6 inches (150 mm)to the top of the foundation. Pole or pedestal mounted controller cabinets will be installed at a height that allows convenient access to all controller components by service personnel. • Field connections for the conductors of signal cable, power cable, interconnect cable, and detector lead-in cable will be made in the new traffic signal controller cabinet.All field wiring will be neatly routed to the appropriate terminal blocks. Page 31 of 57 . Mfaml•UaUe county,tL tiwyti/Z-7/ZU • Field wiring, except for power, entering the cabinet will be fit with spade terminals to ensure a good connection. • Incoming power wiring will be fitted with either spade terminals or the bare conductor wire will be connected to terminal points utilizing screw or spring applied clamping surfaces that provide a positive grip. • After completing field wiring, the conduit entering the cabinet will be sealed in an approved manner with a removable sealing compound (no foam sealants), or a molded plastic or rubber device that is compatible with the cable jacket, the insulation, and the conduit material. • For foundation mounted cabinets, the joint between the controller cabinet and the foundation will be sealed with a quality, clear silicon caulk. • New traffic signal controller will be placed into cabinet and cabinet will be powered up. All signals and indications will be flashed out and tested for proper operation. • Traffic control will be removed • Intersection will be observed to ensure proper operation. • Traffic signal cabinets that have been removed will be returned to the County. Task 3 Detection Description of Work Contractor will supply the Autoscope Encore video detection system or approved next generation video detection system. One TIP (Terra Interface Panel) and one TAP (Terra Access Point)will be provided for each intersection outfitted with Autoscope. The Autoscope equipment will be delivered and staged at the Econolite local project facility to be located in Miami-Dade County. The Autoscope cameras, Terra Interface Panel and Terra Access Point will be tagged as an asset and entered into MMS for asset tracking. Task 4 Connected Vehicle Description of Work Contractor will supply Econolite Connected Vehicle Co-Processors (CVCPs). The CVCPs will be delivered and staged at the Econolite local project facility to be located in Miami-Dade County. The CVCP will be tagged as an asset and entered into MMS for asset tracking. Task 5 BIueTOAD Description of Work Contractor will supply TrafficCast BIueTOAD devices as currently specified on the Florida Approved Products List(APL). The BIueTOAD devices will be delivered and staged at an Econolite facility located in Miami-Dade County. Contractor will supply the BIueTOAD software licensed for 100 devices. The BIueTOAD devices and will be tagged as an asset and entered into MMS for asset tracking. The County will host the BIueTOAD server within their existing virtualized environment with the following characteristics: • For networks supporting less than 400 sensor devices, one server is sufficient. For more than 400 sensors, two or more servers should be used, to distribute the load. • 8TB Hard Drive • 10 cures • 96GB RAM Page 32 of 57 man-Date county,YL tiW,UIZ-ULD Task 6 Installation Description of Work Priorto commencement of the installation work at each intersection, Contractor will have performed a thorough Preventive Maintenance service at that location to verify intersection operation and identify any deficiencies or issues as described in Task 11 Preventive Maintenance. Any deficiencies will be noted and addressed as described in Task 11 prior to installation of the new equipment. Contractor will provide installation services for the items described below: Controller Installation - This work shall include the installation of an estimated 300 Connected Vehicle Co-Processors (CVCP) into the new 2070LX chassis and the installation of an estimated 300 new traffic signal controllers in an existing or new controller cabinet. Database conversions, controller configuration, and burn-in are included in other tasks and it is assumed that the controller has been made ready and is approved for installation prior to beginning this work. This work includes the following tasks: • Remove the blank plate from the 2070LX chassis and install the CVCP. • Power on the controller and validate communications to the CVCP through the console monitor port. • Validate the results of the Bench Test performed in Task 7. • Intersection will be placed into flash when traffic allows. • Traffic signal controller wiring will be removed from unit that is to be replaced. • Traffic signal controller that is to be replaced will be removed and returned to the County. • New programmed and tested traffic signal controller will be placed into traffic signal controller cabinet. • New traffic signal controller will be powered on. • Intersection will be taken out of flash when traffic allows. • Intersection and traffic signal controller will be observed to ensure proper operation. This work shall include the installation of an estimated 300 Connected Vehicle Co-Processors (CVCP) into the new 2070LX chassis. This work includes the following tasks: • Remove the blank plate from the 2070LX chassis and install the CVCP. • Power on the controller and validate communications to the CVCP through the console monitor port. Detection Installation This work shall include the installation of an estimated 675 Autoscope Encore video detection cameras and associated supporting equipment on or within existing traffic signal infrastructure or approved existing street furniture as will be shown on the plans developed in Task 9. This work includes the following tasks: • It is assumed that existing conduit paths, if required, will be used and no new conduit installed. Page 33 of 57 • mramt-uaue county,H. ' tivw&siz-lizu Existing conduit paths will be investigated to determine proper route from traffic signal cabinet to the new camera location. Please note: if conduits are plugged, full or damaged additional work may be required. • Video detection cable will be installed from the traffic signal cabinet to the camera mounting location. Cables will be installed utilizing lubricant to prevent damage to existing wiring. •.Cameras will be mounted at the locations determined on the plans developed in Task 9. Any holes drilled for camera mounts or for wire access will be sealed utilizing approved sealant. • If traffic control is required to mount the video detection cameras it will be done according to the latest MUTCD standards utilizing cones, warning signs and arrow boards. • Video detection camera wire will be connected to the video detection cameras utilizing manufacturer approved connectors. • Video detection cabinet equipment will be installed in an approved location within the cabinet. Wire will be routed neatly through the cabinet and terminated on the video detection panel. • Video detection cameras system will be aimed and detection zones developed according to approved plans. • Video Detection system operation will be observed to ensure proper operation. Blue Toad Installation This work will include the installation of an estimate 60 new BIueTOAD devices and a server on existing traffic signal infrastructure or approved existing street furniture as will be shown on the plans developed in Task 9, Installation Documentation. This work includes the following tasks for the BIueTOAD device to be installed in the field: • Prior to beginning any work at an intersection, Econolite will first verify proper operation of the intersection as appropriate. • The BIueTOAD device cabinet will be installed at the location determined on the plans developed in Task 9, Installation Documentation. • It is assumed that existing conduit paths, if required, will be used and no new conduit installed. Conduit paths will be investigated to determine proper route from traffic signal cabinet to the BIueTOAD location. If conduits, or risers are plugged, full, damaged, or non-existent, additional work may be required and will be measured and paid separately. • If traffic control is required to mount the NEMA cabinet it will be done according to Miami-Dade and/or FDOT standards as required by the County. • The Bluetooth antenna will be mounted and secured utilizing an N-type nut on inside of enclosure. • Outdoor rated Cat 5 wire will be installed from the BIueTOAD cabinet to the traffic signal controller cabinet. Cat 5 wire will be routed neatly in cabinet and terminated. • The BIueTOAD device will be turned on and tested for proper local operation. The following tasks will be performed for installation of the BIueTOAD server. • Econolite will coordinate with ITD to secure access to their virtualized environment to install the software and assign appropriate IP addresses. • The server will be tested for proper OS operation and network connectivity. • Econolite will work with TrafficCast to integrate all BIueTOAD field devices and ensure they are available to the server. • Econolite will test to ensure the BIueTOAD data is available to the designated workstations. The workstations are assumed to be existing workstations at the TMC or other existing workstations with connectivity to the BIueTOAD server. Page 34 of 57 MramI•Va1e county,!-t. t:iWySIZ-711U • Task 7 Centracs Description of Work The Centracs system that was deployed for the Small-Scale Evaluation Program along NW 36th /41st Street is licensed as follows: • Centracs licensed for up to 15 intersections • Centracs Local Edition • Enhanced MOEs • BIueTOAD interface • Adaptive module for 14 intersections • - Contractor will expand the Centracs installation completed during the Small-Scale Evaluation Project by adding the following enhancements: • Centracs licenses for up to 500 intersections. • Centracs MMS (Maintenance Management Module) license for up to 500 locations • Synchro Interface Module •Advanced CCTV module integrated with the County's existing Security Center license • Security Center SDK licenses to allow up to 25 simultaneous Centracs users to monitor and control CCTV cameras •Adaptive license keys for up to 300 additional intersections The above enhancements will apply to all intersections under Centracs control. In order to effectively build off the existing Centracs system deployed for the Small-Scale Evaluation Program toward the enhanced Centracs Implementation for the approximately 300 additional intersections on the remaining ten congestion management corridors, Contractor will provide documentation, configuration services, and enhancements to meet Miami-Dade unique operational requirements. Each of these areas is elaborated upon in the following sections. Contractor will also provide additional training as part of Task 12. Documentation The following project documentation shall be drafted within 60 days after notice to proceed to guide the expansion program. The draft will be submitted for review and comment and finalized. The documents will include: Migration Plan Contractor will prepare a Migration Plan in close coordination with County staff to describe the tasks, steps, milestones, responsibilities, and resources necessary for the installation of the system software, the upgrade of the system controllers to ASC/3 firmware, network deployment, CCTV system considerations, and migration of the new intersections onto the existing database developed for the Small-Scale Evaluation Program. The plan will also document functionality that may not be available during transition and will be structured so as to minimize and disruption in the street when the controllers are cut-over to Centracs. Additionally, the migration plan will identify specific issues to facilitate the County's future expansion objectives as well as future technological issues including connected vehicle, Page 35 of 57 MrarI-uaae county,rt. wiz• rzu trajectory based detection, optimized traffic flow, controller interface hardware, traffic application enhancements, etc. The purpose of the migration plan is to balance the decisions that must be made to provide immediate mobility enhancements through the expansion project with developmental activities and research being conducted by Econolite, the Federal Highway Administration, SmartCity initiatives, and universities across the country that will fundamentally change the manner in which transportation services are delivered to the public in the near future. Training Plan Contractor will prepare a Training Plan for the Centracs system, ASC/3 controller software, and the network. As staff have already received significant training, the plan will focus on identifying specific knowledge gaps and tailoring the training objectives to fill these areas as well as targeted training on the new modules that will be added in the expansion. The plan will include a syllabus to guide the topics addressed as well as identify logistical issues such as the appropriate timing for the training, location, number of attendees, IT needs, etc. Formal training will be performed under Task 12. Test Plan Contractor will develop a Test Plan that will build off the testing that has already occurred as part of the Small-Scale Evaluation Project. As such, the plan will focus on ensuring the additional intersections are integrated and configured to meet the County's operational requirements as well as targeted testing on the new modules that will be added in the expansion. The plan will include detailed procedures and address logistical issues such as the appropriate timing for the testing, location, number of attendees, IT needs, etc. Formal testing will be performed under Task 13. User Manual Centracs software provides for"context sensitive" help to assist users while working within the system. The context sensitive help links users to the appropriate page within the user manual. Additionally, Econolite will provide one electronic copy of the user manual on a client portal site that can be used as a desktop reference. Additional Servers Currently, Contractor has installed a HP DL360 Server in the TMC. This server hosts the Centracs Core, Communications, and SQL. To enhance performance and facilitate the expansion by an estimated 300 intersections, the County has decided to host all servers within their existing virtual server environment. The servers will be configured in this environment as noted below: Centracs Core server VM specification • 60GB Hard Drive • 4 cores • 16 GB RAM Page 36 of 57 Nuaml•Uaa@ county,frt. EJWYVZ•7/ZU Centracs Comm server VM specification - • 60GB Hard Drive • 4 cores • 8GB RAM Autoscope management server VM specification • 60GB Hard Drive • 2 cores . • 4GB RAM Standalone SQL server VM specification • 60GB Hard Drive (System) • 4 cores • 2TB Hard Drive (Data) • 32 GB RAM • Consider RAID 10 for the write databases. Also in a virtual machine create one .vmdk for data and another .vmdk for logs. Pre-allocate disk space when you create the virtual disks. • Note: A separate SQL machine is not required if the County is currently using an enterprise SQL server Contractor will coordinate with County to install the software and assign appropriate IP addresses. Upon delivery, Econolite will work with the County ITD staff to reconfigure all software including the operating system, SQL, Centracs Core, and Centracs clients on all machines. The installation process will include the setup of the servers, verification and configuration of the operating system environment and installation and configuration of the SQL Server database and other third party COTS software required to establish the operating environment. Econolite will also procure up to 25 SDK connections from Genetec to allow Centracs users to view and control video provided by Security Center. It is assumed that Security Center is currently hosted on other existing servers to be provided by the County. Once the operating environment is established, our engineers will install the appropriate components of the Centracs software application on the core and communications servers. We would expect that the existing Centracs installation will only be down for a total of a few hours and the work will be completed after the TMC normal operating hours. All work on or with the servers will be closely coordinated with the County or other responsible parties to complete installation. Configuration Services Once the new servers are installed and the existing operations re-hosted, Contractor will initiate the configuration of an estimated 300 new intersections and build off the existing operational database. To facilitate this configuration, the County will provide the following information: Page 37 of 57 mlaml-Daae county,H.. liWYUIZ-7/ZU 1. Geographic coordinates for each intersection, if available, including street names, and intersection number. 2. A list of all street names in Miami-Dade County if not already provided •• 3. Current phase diagrams and timing/coordination databases for each intersection. 4. The network design and 1P addressing schema Following receipt of the above information, Contractor will perform the following configuration tasks: Intersection Graphics Contractor will develop intersection graphics for the estimated 300 additional intersections based on the template agreed to during the Small-Scale Evaluation Phase. The input for the graphic development will be the phase diagrams provided by the County. It is assumed that the County GIS aerials or Aerials provided by Microsoft Bing will be made available by the County for the detailed intersection graphic views. Database Conversion The existing 170 controller databases, provided by the County, will be manually converted by Contractor from their current format to ASC/3. The end result will be an electronic copy of the database ready to load into each controller. Bench Test Contractor will install the converted databases on each controller and back it up to the data key. Each location will be bench tested to validate proper operation prior to installing the controller in the field. Intersection Properties The remaining intersections will be geo-located and intersection properties, including intersection name, main street, cross street, IP address, will be configured by Contractor. Enhancements Over the course of deploying the Small-Scale Evaluation Project, operational staff and others have identified a few unique features that if they were made available in Centracs would ease the transition from the old legacy system to the new Centracs system. As some of these new features add additional value to Centracs and our other current and future customers, beyond just the Miami-Dade deployment, Econolite has developed our pricing for these new features, taking into consideration appropriate cost-sharing measures, so that the entirety of the development costs are not solely borne by Miami-Dade County. These enhancements will become part of the standard Centracs offering so that the County can continue to enjoy upgrades to the standard Centracs software through the SMA. Enhancements developed by Econolite under this task as described below will be available for the County's use in any future expansion of the system software (beyond the 500 intersections licensed herein for only the base software license charge and are not subject to any additional development, license, or usage fee in the future). Page 38 of 57 mramr-uaae county,l-L irswyz-irzu The new features, and intended operational concept are briefly defined in the following sections: Legacy Reports The engineering and operations team at the TMC relies on certain reporting features available within the legacy system. This task will define up to five such reports and, to the greatest extent possible, replicate and enhance the reports so as to ease the operational transition between the old legacy system to Centracs. Additionally, Contractor will develop an extension to allow the County to develop their own reports as their operational needs change over time. Synchro Support Centracs currently supports an older version of Synchro. This feature will bring Centracs up to date with the current released version, or as close as is reasonably possible. Work Flows The Engineers in the Miami-Dade TMC are assigned areas to ensure timings are optimized. They have privileges to make any adjustments to the timings they deem to be appropriate and they can do this without supervisory approval. However, in some cases, such as where an external developer or a new signal is installed, and/or revised and new timings are submitted, these changes must first be approved by a supervisor before they can be downloaded to the controller. This feature will add functionality to Centracs so that the above operational procedures are replicated. Additionally, the timing changes requiring supervisory approval will be formatted into a meaningful report and sent via email to the supervisor. Once the timings are reviewed, the supervisor can suggest modifications or approve the timings. Then, only after the timings are approved, can the engineer download the timings to the field. Scratch Pad The County and/or its transportation partners hires outside consultants to develop and update traffic signal timing plans. This feature will allow approved outside parties to have access to Centracs. The outside parties would work within a "scratch pad" area of Centracs where they could develop, review, and test new traffic signal timing plans and save those timings to the Centracs database. The Centracs databases would be formatted to run through a model (such as VISSIM or TRANSYT 14)to help determine whether they have made a net positive impact. Centracs, the tool used to develop the timings, and the selected model, would all be tightly integrated such that the controller databases can easily be passed from one system to another. Adjustments . and tweaks to optimize the timings in the tool set would be fed back to the timing database(s) for easy incorporation into Centracs. Licenses for third party tools, such as VISSIM, TRANSYT 14, Synchro or others will be provided by the County. The outside party would not be able to download the timings to the field, but, similar to the Work Flow Approval above, the timings would be submitted to the County for review and approval. Once approved, the timings could be downloaded. Page 39 of 57 Miami-uaae county,fL tswyts/Z-7/YU Time-Space Diagram The time space diagram will be modified to include additional elements including, but not limited to: •A graphical representation of all timing phases • Advising the user upon closing the window, the choice of to save, or not to save the changes • Additional information such as pattern in use, cycle length of pattern, "green band" value, etc. Video Management System Integration Centracs is currently tightly integrated with an earlier version of the Video Management System currently used by the County, Security Center from Genetec. This work will update the Centracs integration to match the County's version and allow Centracs users access to monitor and control the CCTV cameras from within Centracs. Integration With Navigational Applications The Contractor is to create an open data platform using Application Programming Interface (API) technologies that enables bi-directional data sharing. This functionality enhances the integration capabilities of the Econolite Centracs System to leverage system data for other applications, and facilitate various integration opportunities with other systems. Controller Security The County ITD security Team has identified areas of potential security threat at the controller device level. Here to date, the transportation standards committees have largely been silent on security in their specified protocols, relying on network security measures to prohibit bad actors from accessing a transportation system. Over the course of this project, Contractor will work to tighten security at the device level. Specific areas of consideration may include, but are not limited to, the following issues: • Ability to turn controller network services (eg: ftp/http/https/telnet/ssh)on or off individually • Support for SFTP • Support for HTTPS • Support separate login/passwords for each network service Task 8 Route Based Priority Description of Work Typically, both transit and emergency vehicles receive preferential treatment by enabling localized (intersection-by-intersection)detection. This type of control has historically been accomplished by placing infrastructure in the vehicle (a transmitter) and at the intersection (a receiver) on each approach. Upon receipt of the detection notice, a traffic signal controller will either provide the vehicle priority, as is the case for transit vehicles, or preemption, as is the case for emergency vehicles. Miami-Dade County has not deployed any local intersection infrastructure (transmitters or receivers,), but have implemented a small scale and limited version of the center-to-center technology discussed herein in the old legacy system. Page 40 of 57 miamt-vaae county,i-L. tswyuiz-Mizu - The goal of both priority and preemption is to give preferential treatment for requesting vehicle on the appropriate intersection movement. However, the methods to accomplish that preference are quite different as described below. • Priority: Signal priority typically implies that the controller delays, or extends, traffic signal phase transitions so that a vehicle arrives at the intersection in the green interval of the desired phase. The request for priority may or may not be granted based on the priority of the request and the current traffic situation at the intersection. The controller does not differentiate between a transit vehicle that is on schedule, behind schedule or ahead of schedule and relies on the driver to enable or disable the in-vehicle transmitter requesting the priority. A priority request will give preference to the requested movement, but with no guarantee of a green light. Finally, preference in signal priority is given with a goal to minimize the disruption to signal operation, particularly in coordination. • Preemption:Signal preemption, as the name suggests, is a more brute force method of giving preference to the requestor. In this case, the current operation is "preempted"and phases can be shortened, extended, or even omitted (with the exception of pedestrian clearances)to provide a green interval on the requested movement. Even in the case of preemption, however, there are no guarantees as the request can be trumped by higher priority and/or conflicting preemption requests, or the vehicle may arrive before the controller can safely cycle to the requested movement. Finally, preemption is typically provided with little or no regard for signal operation, and is nearly always followed by a transition to return to coordination. In both cases, the optimized traffic patterns and traffic flow are negatively impacted when either vehicle priority or preemption request is served, resulting in additional total vehicle delay and increased stops as well as fuel consumption. To mitigate these negative impacts as well as expand the total foot print to all traffic signals under Centracs control, this Task is structured to satisfy the following objectives: 1. Expand the preemption/priority coverage using centralized strategies without the addition of expensive local intersection hardware. 2. Minimize the impact of preemption and priority through the following strategies: • Priority will be granted to only those transit vehicles that are running behind schedule as reported by the transit system minimizing the overall impact from the occurrences of unnecessary priority calls. Depending on the capability of the transit system, behind notifications could also be coupled with input from the passenger counters, etc. •Vehicle priority will be granted for emergency vehicles and/or transit vehicles on a route basis through center-to-center communications, not intersection-by-intersection. The sooner the controller can be informed of a potential priority request; the more time is available to shorten or lengthen phases to serve the vehicle using priority versus preemption. • Emergency vehicles will receive a preemption when priority cannot satisfy the request. 3. Stakeholders shall experience the following benefits: • Traffic— Enhanced management or preemption calls • Transit— Improved on time performance • Emergency services—Enhanced response times To accomplish these objectives, this Task is organized into three phases with the ability to modify successive phases based on the outcomes of the prior phase. Page 41 of 57 mramhuaaa county,rt. tiWdi IZ-7IZU • The first phase will identify the interfaces with the Miami-Dade County transit and emergency system providers and work directly with those entities in cooperation with County representatives. The second phase will include any necessary software development and/or unit testing to build out interfaces with the Miami-Dade transit and emergency systems. This phase will enable the required interfaces. The third phase will be the Implementation Phase and will consist of the deployment and test of the operation in real world conditions with the ultimate goal to rollout the technology to all intersections under Centracs control. Task 9 Installation Documentation Description of Work To support the overall goals and objectives of the project, Contractor will provide the following services to prepare for installation: • Prepare installation documentation sufficient to allow for the efficient installation of the controllers, detection, connected vehicle, and BIueTOAD devices. The work will include development of block diagrams, schematics, field assessment, and sketches to facilitate device installation. • Provide network support services to ensure the deployed technology and network function seamlessly and deliver a System Network Diagram. • Perform an analysis of each corridor to assess the appropriate deployment of adaptive technology • Perform detection placement assessment for adaptive deployment • Provide services to assess 'future-proof' opportunities that may guide the installation services such that advances in near term technological enhancements in transportation are appropriately addressed. Task 10 Operations Support Description of Work Contractor will place a full-time Traffic Systems Operations Engineer in the TMC for a one year period, commencing with the start of the project, to assist the County in transitioning the ATMS, controllers, detection and communications from the old legacy system to Centracs. The Operations Engineer will be assigned to the County to perform the following day-to-day duties: • Provide formal and ad-hoc training for all project technologies • Document potential issues and identify root cause • Resolve issues and track to completion • Customize and configure Centracs and other technologies to meet the County's operational objectives • Provide local testing of new databases and validate operations in the field • Perform testing and configuration services for all deployed technologies • Provide timing expertise and optimize adaptive settings The Operations Engineer will have a broad background in all of the technologies deployed in this project and be capable of immediately resolving most issues. He/She will work closely with Page 42 of 57 namr•Uaae county,H.. tiWyl/Z•7/ZU the Contractor's quality assurance and testing teams as necessary and participate in the project as a technical expert. This Task will be for a one-year term with an expected outcome that the knowledge and expertise of the Operations Engineer will be transferred to staff designated by the County. To measure the success of this knowledge transfer, the Operations Engineer will develop testing exercises. The designated County staff will be asked to take and pass these exercises to provide assurance to the County that their staff has been competently and effectively trained. Task 11 Preventive Maintenance Description of Work Contractor will perform Preventive Maintenance for the estimated 300 traffic signal locations prior to the implementation of the signal modernization. The work shall include the following activities, but not limited to: • Display Equipment Inspection • Visually inspect signal and pedestrian displays and verify all indications are operational, note condition and alignment of all heads, note any deficiencies • Detector Verification • Verify proper operation of vehicle detectors, note any faults and reset • Inspect condition of all loops and lead-ins; note sealant failures by street approach, lane and phase • Verify proper operation of pedestrian pushbuttons on all approaches, note failures or other issues • Check push button lamps, audio operation and direction, if applicable • Intersection Infrastructure Inspection • Check condition of pull-boxes; note size and number of any broken or missing lids, crushed boxes and buried boxes • Perform ground-level visual inspection of metal poles for damage, rust, cracked welds, grounding and foundation damage • Perform ground-level visual inspection of hand hole covers on steel poles; secure if necessary and note if missing • Perform ground-level visual inspection of conduit risers; note any repairs needed • Cabinet Inspection • Inspect foundation and exterior for damage and vandalism • Check door gaskets, anchor bolts, base extension bolts; reseal base if water is present • Check for signal plans; verify signal heads are per plan; note any discrepancies • Check/test interior cabinet lamps, fan and thermostat; replace any that are not working properly and note replacements • Check physical condition of meter/service disconnect, line filter and surge arrestor • Ensure all load switches and flashers have a tight and secure fit into the socket • Check for and note any burned, pitted, corroded or discolored contacts and terminals • Visually inspect condition of all relays and note if burned or full of ants; replace if necessary • Ensure all terminal connections and harnesses have a tight and secure fit; check for frayed writing and note if any are found • Visually check condition of all loading resistors Page 43 of 57 Miami uaae t;ounty,frt. I tiVVVUIZ-7/ZU •-Cabinet Maintenance • Clean and vacuum cabinet; place insect, slug, and rodent control in cabinet, as needed • Replace filter and, if needed, filter frame • Lubricate hinges, lock, and lock cover on cabinet • Remove graffiti, posters, stickers,etc., without damaging the surface of the cabinet • Power and Grounding Service • Measure and record service voltage • Check ground resistance and bonding connections and conductors; record ground reading • Note if control equipment is plugged into GFI • Controller Service • Verify date and time on isolated controllers, if any; note and correct any discrepancies • Cheuk operation of display and backlight on controller; note any issues • Conflict Monitor Service • Replace conflict monitor with a certified unit provided by the County and record conflict monitor identification in notes Preventive Maintenance records will be provided to the County, noting all issues detected and the recommended disposition. The dispositions will be annotated as follows: • Contractor repaired the recorded issue (examples may include minor repairs or other previously agreed upon issues that can be accomplished while the technician is onsite), or • The defective or damaged equipment must be repaired or replaced. In this case, the County may choose to self-perform the work, hire the work out to other contractors, or contract directly with Contractor for the additional work. This work, as necessary, must be executed in a timely manner so as not to delay the project schedule. Video Camera Maintenance During Warranty Period In addition to the Preventive Maintenance(PM) prior to the upgrade for the system, The Contractor will also perform routine maintenance, an annual Preventive Maintenance inspection, and verification of video detection performance during the warranty period. This PM visit will include the following as needed: check and clean lenses to maintain detection performance, adjust camera alignment, replace and repair any malfunctioning cameras, verify grounding connections, tighten any connections, screws, or bolts, etc. Task 12 Training Description of Work As set forth in the Project Schedule, Contractor will prepare a training plan as part of Task 7, that outlines the content, sequence, and duration of each segment of each training session so that County staff are capable and prepared to use the Centracs system and all proposed technologies. The training will be performed in consideration of the training that has already occurred as part of the Small-Scale Evaluation Project and focus on advanced topics and/or areas that may require additional focus. Refresher training or training for new employees shall also be made available as required. After County approval of the plan, Contractor will schedule each of the training courses. Sample Advanced Training content for Centracs is provided below as an example and for informational purposes. This content will be adjusted to best meet the County's needs. Page 44 of 57 miam:•uaae county,f L ' Ei V&ijIL-iriu • • Introduction and Overview- This session will review the System Hardware, System Software, Centracs capabilities and features, and a brief tour of the Traffic Management System Workspace. The discussion will also include: How to log-on to Windows for both remote - connections and local workstations, launching the Client application, logging on to Centracs, accessing system graphics, and an explanation of the workspace components. • Windows Security- This session will provide a general overview of the Windows security system as well as creating and removing user accounts. Each attendee will have the opportunity to add or remove a user account to/from the system. •Windows Event Logs -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 -This session will review how the system backs-up the SQL Databases and the required operator actions. • Software Installation Procedures -This session will review the procedures used to install the Centracs ATMS software on a target computer. Additionally, general setup requirements for each"type" of computer will be reviewed. •The Centracs Server Suite -This session will review the function of each component comprising the server software suite, and will cover the Administration menu items associated with the Client application. Adding and deleting users to/from the Centracs system and assigning user privileges will also be reviewed. • Centracs System Configuration and Troubleshooting -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 Local Area Network (LAN)and TCP/IP portion of the session will review the basic setup and configuration of the LAN. General network troubleshooting tools and procedures will be reviewed as well. Task 13: Testing Description of Work Final Acceptance Once all of the controllers are brought on-line, and training has been completed, the Final Acceptance Test will be conducted in accordance with the Test Plan. This initial phase of testing recognizes that testing was also completed for the Small-Scale Evaluation Project and will build from that test forward to include a step-by-step walk through of every procedure documented in the Test Plan and will focus on the operational status of the devices on the system. This phase of testing ensures that the Standard Centracs Test Procedures and the specific , additional functional and performance requirements of Miami-Dade County are observed and proven to successfully function. If during this phase, an item is marked as"failed" Contractor and County staff will agree to a course of action, which may delay the start of the 90-day Trial Period. 90-Day Trial Period Upon successful completion of the Final Acceptance Test, the 90-day Trial Period will commence. During the Trial Period, various issues may arise. Typically, many of these are of a minor or trivial nature, while, although they will be addressed, do not constitute a system failure and do not warrant a restart of the Trial Period. Page 45 of 57 mlam!•uaae uounty,rt tjwyeiz-7/[u • Therefore, Econolite proposes the following priority mechanism be utilized to organize and account for the types of issues that may be encountered during the Trial Period. The issues would be handled as follows: Priority One Priority One applies if the problem could: • Prevent the accomplishment of an operational or mission essential function, OR • Causes loss of data or data corruption, OR • Jeopardize safety or security Upon notification by the County to Contractor of a Priority One event, the Trial Period will pause. If not resolved within 24 hours after the problem is first reported to Econolite, the Trial Period restarts from zero days after resolution. Otherwise, the Trial Period continues without interruption. Priority Two Priority Two applies if the problem could: •Adversely affect(but not prevent) the accomplishment of an operational or mission essential function, and no Workaround is available, OR •Adversely affect technical or cost risks to the life cycle support of the System, and no workaround is available. • Priority Two problems include aborts, but not loss of data or data corruption. Upon notification by the County to Contractor of a Priority Two event, the Trial Period will pause. If not resolved within 72 hours after the problem is first reported to Contractor, the Trial Period will be suspended until resolution, after which the day count will resume. Otherwise, the Trial Period continues without interruption. Priority Three Priority Three applies if the problem could: • Adversely affect (but not prevent)the accomplishment of an operational or mission essential function, but a Workaround is available, OR • Adversely affect technical or cost risks to the life cycle support of the system, but a workaround is available. • Priority Three problems do not include aborts or loss of data. If not resolved by the end of the Trial Period, the Trial Period continues until resolution. Priority Four Priority Four applies if the problem could: • Any problem related to the System which does not fall within Priority One, Two or Three Priority Four issues should be resolved within the next two new releases and will not prevent the successful completion of the Trial Period. Upon successful completion of the Trial Period, the County will grant"System Acceptance" and the warranty period will begin Page 46 of 57 mramr•uaae county,tt tfw&uiL-7/LU • Task 14: Warranty & Maintenance Description of.Work Contractor will transfer ail standard equipment warranties to the County at the completion of work. Contractor equipment warranties are noted below: • Controllers--As detailed in Article 9 • Autoscope Video Detection—As detailed in Article 9 In addition, a one-year warranty on Centracs will begin following successful completion of the 90-Day Trial period. The Centracs warranty covers all defects and bugs in the central system software and entitles the County to free software updates. Third party hardware and software warranties will be transferred to the County. Additionally, a Centracs software maintenance agreement (SMA)will be provided for four years following the end of the one year warranty. The SMA provides unlimited remote technical support via phone and Internet, all Centracs updates to licensed modules at no additional charge, and, of course, our local support team is close-by to answer any questions, solve virtually any problem, and provide assistance to help you get the most productivity out of the new traffic signal system. For issues requiring a deeper level of technical support, a dedicated staff of professionals is also available as needed to supplement the local team. To facilitate access by these individuals, we propose to utilize a VPN connection to remotely access the system and assist in diagnostics and troubleshooting. This is a very effective approach and enhances efficiency and reduces County staff time for troubleshooting. In addition, software updates can also be loaded remotely through this connection. The Software Maintenance Agreement(SMA)terms and conditions are attached as Appendix D :.Software Maintenance Agreement.' Page 47 of 57 Mfam!•Uade County,f L tlW& IL-7/ZU Appendix B— Payment Schedule Extended Item Quantity Description Services Unit Price Price 1 300 Controllers $1,790 $537,000 2 85 Cabinet Installation(Optional) $1,747 $148,495 3 675 Detection, per approach $6,200 $4,185,000 4 300 Connected Vehicle $600 $180,000 5 60 Blue Toad $6,540 $392,400 6 300 Installation $4,040 $1,212,000 7 1 Centracs $2,280,709 $2,280,709 8 1 Route Based Priority $585,414 $585,414 9 1 Installation Documentation $987,236 $987,236 10 12 Operations $24,018 $288,216 11 300 Preventive Maintenance $534 $160,200 12 1 Training $52,267 $52,267 13 1 Testing $63,632 $63,632 14 1 SMA(Year 2) $14,916 $14,916 15 1 SMA(Year 3) $15,363 $15,363 16 1 SMA(Year 4) $15,824 $15,824 17 1 SMA(Year 5) $16,299 $16,299 Measurement and Payment Line Item 1 — Controllers Controllers will be measured per each, and paid for upon proof of delivery to the Contractor facility. Line Item 2— Cabinet Installation (Optional) Cabinet Installation services will be measured and paid for as indicated below: • Cabinet Installation will be measured per each, and paid for upon validation of proper intersection operation. Line Item 3— Detection Autoscope Encores will be measured per camera, and paid for upon proof of delivery to the Contractor facility. Page 48 of 57 • mtamhuaae county,rc. tjw&Siz-7/2u Line Item 4—Connected Vehicle CVCPs will be measured per each, and paid for upon proof of delivery to the Contractor facility. Line Item 5 - BlueToad BIueTOAD devices will be measured per each, and paid for upon proof of delivery of the BIueTOAD field devices to the Contractor facility. Line Item 6—Installation Installation services will be measured and paid for as indicated below: • Controller Installations will be measured per each, and paid at 0.0207% of the total unit price for Installation upon validation of proper intersection operation. • Detection installation will be measured per each approach, and paid at 0.1267% of the total unit price for Installation upon validation of proper operation. • Connected Vehicle Co-Processor Installation will be measured per each, and paid at 0.0081% of the total unit price for Installation upon validation of communications to the CVCP through the console monitor port. • BIueTOAD Installation will be measured per each, and paid at 0.0973% of the total unit price for Installation upon validation of proper local operation. Line Item 7 - Centracs Centracs and the associated services described in this Section will be measured and paid on a milestone basis as indicated below: • Installation of license on new servers at Dade County 15% • First 100 intersections configured and online 15% • Second 100 intersections configured and online 15% • Third 100 intersections configured and online 15% • Completion of legacy reports, time space, scratch pad and workflows 10% • Completion of Synchro support 10% • Completion of Video Management and Navigational App integration 10% • Final acceptance of system 10% Line Item 8— Route Priority Route Based Priority services described in this Section will be measured per lump sum and paid for as indicated below: • 20% upon submission of interface documents with the transit and emergency systems • 50% upon completion of the development of the interfaces • 20% upon completion of field implementation • 10% upon completion of testing Line Item 9— Installation Documentation Engineering design services described in this Section will be measured per lump sum and paid for as indicated below: • 20% after the completion of the 1st month of the project. • 20% after the completion of the 2nd month of the project. • 20% after the completion of the 3rd month of the project. • 20% after the completion of the 4th month of the project. • 20% after the completion of the 5th month of the project. Line Item 10—Operations Support Operational services described in this Section will be measured per lump sum and paid for as indicated below: • Twelve even monthly payments over the duration of the project Page 49 of 57 mIamr-uaae county,rL _Y� I tiwVSiz-7/[u • Line Item 11 — Preventive Maintenance Preventative Maintenance will be measured per each intersection, and paid for at the unit rate upon completion of preventive maintenance for each intersection. Line Item 12 - Training Training services described in this Section will be measured per lump sum and paid for upon completion of the formal training and issuance of training certificates provided to the attendees. • Line Item 13 - Testing Testing services described in this Section will be measured per lump sum and paid for as follows: ' • 50% upon completion of the Acceptance Test • 50% upon completion of the 30-Day Trial Period Line Item 14-17—Warranty and Annual Software Maintenance Warranties as described in the Scope of Work are included in the Contractor and 3rd party equipment costs and not paid separately. Software maintenance services described in the Scope of Work will be measured as lump sum and paid for as follows: • SMA renewals are priced on an annual basis but will be paid as one lump sum payment of$62,402.00 for SMA Years 2 -5 beginning prior to SMA Year 2. The SMAs shall be exercised yearly. In the event the County decides not to exercise a SMA, the County shall be reimbursed the advance payment for that SMA year and any pre-paid SMAs, if applicable. The SMA terms shall survive the life of the contract. Page 50 of 57 nam:•uaae county,rt LIWYd/L-1/7U • Appendix C —Escrow Agreement Page 51 of 57 • AGREEMENT NO. SOFTWARE ESCROW AGREEMENT Single User Plan AMONG: ECONOLITE CONTROL PRODUCTS,INC.("Licensor") a corporation incorporated under the laws of the State of California, -and- [Company]("Licensee") a corporation incorporated under the laws of the State of INSERT., -and- LINCOLN-PARRY SOFTESCROW,INC.("Escrow Agent") a corporation incorporated under the laws of the State of Colorado, WHEREAS the Licensor has granted or shall grant to the licensee the right to use certain computer programs in object form and has agreed or shall agree to support the programs but wishes to maintain their confidentiality as trade secrets,and; WHEREAS the Licensee is desirous of being assured that the source code,documentation and related materials for such programs will be made available to it for the purposes of self support only if certain events named herein occur,and; WHEREAS the Licensor and Licensee deem it expedient and in their mutual best interest to place the said source code,documentation and related materials into Escrow with the Escrow Agent on the terms below described; THEREFORE the parties agree as follows: 1. ESCROW MATERIALS The computer programs to which this agreement applies are those named in the List of Escrow Programs in the form set out In Schedule A. A program shall consist of the source code magnetically or optically stored,and such supporting documentation and related materials that are necessary for a reasonably competent programmer to routinely maintain and modify such programs. The programs shall be collectively referred to herein as the Software. 2. DELIVERY AND CERTIFICATION The following procedure shall be adopted for the presentation and certification of the Software Into escrow. (a) The Escrow Agent shall supply to the Licensor a standard size container which is capable of being sealed and in which the Software shall be stored. (6) Within ten(10)days of the signing of this agreement by all of the Parties,the Licensor shall present the Software to the Licensee for verification and sealing at the premises of the Licensor. P,retdl3 rt{ Cc:yiyN1974.2014LPKOLthPAMYSOFTESCROY.(N:. SZiRLF5.3i-cnsnxGA:49W7leA i i WttH.SYNh Y°Asvow fA71 • (c) Both the Licensor and Licensee shall together verify that the materials presented by the Licensor are the authentic Software named In Section 1. (d) The licensor and Licensee in the presence of each other shall seal the Software so verified into the container supplied by the Escrow Agent and shall certify its authenticity by their signatures across the seal on the form supplied by the Escrow Agent for that purpose. (e) The Licensor shall immediately deliver to the Escrow Agent the sealed container to hold in escrow. Upon receiving the container the Escrow Agent shall notify both of the other Parties that it has been received,if so directed. -" • (f) The Escrow Agent shall hold the container in its sealed state and shall not open,cause or permit it to be opened under any circumstances whatsoever without proper authority and except as may be permitted under this agreement or amendment thereto. The Escrow Agent shall pursuant to the terms of this agreement deliver back the sealed container to either the Licensor or Licensee as the case may be upon receipt of written notification. 3. NEW SOFTWARE RELEASES Upon the release of a new version of the Software,which the Licensee is entitled by its license to use,the source materials for each such version may be inspected by the Licensee and shall then be incorporated into this agreement and lodged in escrow under the same procedure outlined under Section 2. Upon receipt by the Escrow Agent of a new version,earlier versions of the Software then being held by the Escrow Agent shall be returned to the Licensor or destroyed at the option of and pursuant to the written direction of the Licensee and Licensor in the form described in Schedule C. 4. EVENTS CAUSING RELEASE The Software shall be held in escrow by the Escrow Agent until the earliest of the following events: (a) The occurrence of the following events: i. A cessation of the use of the Software by the Licensee and the termination or expiry of its program license agreement with the Licensor; it, The termination or expiry caused or permitted by the Licensee of the Software maintenance and support services portion of the said program license agreement. (b) The termination of this agreement by consent of: I. The Licensor and licensee; Ii. The Licensee alone. (c) The occurrence of any of the following events,and provided in all events that the licensor has not - made suitable alternate arrangements for the continued maintenance of the Software: I. A petition in bankruptcy or an assignment for the benefit of creditors of the licensor is flied by the Licensor,or a third party against the licensor and is not dismissed within thirty(30) days of its filing; Ii. A cessation of normal business operations by the Licensor during the term of this agreement. III. A serious continuing breach by the Licensor of Its support and maintenance agreement,with the Licensee,provided that the Licensee has given prior written notice to the Licensor of its intent to invoke its rights under this agreement to call for a release of the Software. 5. RETURN TOME LICENSOR The Escrow Agent shall deliver the Software back to the Licensor if any of the events named in Section 4(a) or 4(b)occurs before any of the events named in Section 4(c),provided that a Termination Notice in the form set out In Schedule F and signed by the licensor and Licensee has been delivered to the Escrow Agent along with the balance of any fees and charges that remain for the balance of the term under this agreement. Where any materials lodged in escrow are to be returned by the Escrow Agent to the Licensor pursuant to the terms of this agreement,the licensor shall select the method of delivery and the carrier, and shall bear the shipping cost, PateZoris TM Cowight 1574.2014 LNi.Oill-PARRY SOFTESCROW.RFC. 5Ycb11'a:M'hw�ct'e1Q0W Om • 6. RELEASE TO LICENSEE The Escrow Agent shall deliver the Software to the Licensee if any of the events named in Section 4(e)occurs before any of the events named in Sections 4(a)or 4(b), provided that the procedure set out below has been followed and the conditions met. (a) The Licensee has delivered to the Escrow Agent a written request for the release of the Software, accompanied by a sworn affidavit from a senior officer of the Licensee stating the particulars of the reasons for its request with reference to the events named In Section 4 of this agreement. • (b) A copy of the request and affidavit has been delivered by the Escrow Agent to the Licensor in a timely manner, as described below.The Escrow Agent is entitled to conclusively presume that delivery of any document under this section has been made and received four(4)business days after having been sent by the Escrow Agent to the address as provided under Section 14. (c) No dispute in writing has been received from the Licensor by the Escrow Agent within fifteen(15) days of the Licensor's receipt of the Licensee's request and affidavit. (d) The Licensee has signed a non disclosure covenant in the form set out in Schedule E and delivered it to the Escrow Agent. (e) All outstanding charges under this agreement have been paid to the Escrow Agent. The Licensee shall select the method of delivery and the carrier,and shall bear the shipping cost. T. DISPUTES AND ARBITRATION if the Licensor enters a dispute as contemplated by Section 6(c)then the procedure set out below shall be followed before the Software Is delivered to the licensee, (a) The Licensor and Licensee shall within ten (10)days after the entering of a dispute name an arbitrator to decide whether the Licensee is entitled to receive the Software. If they are unable to agree upon the selection of an arbitrator then the Escrow Agent shall make the said selection. (b) The arbitration shall otherwise be conducted in accordance with the Rules of the International Chamber of Commerce Court of Arbitration, and the Escrow Agent shall immediately upon the expiry of any appeal period carry out the decision of the arbitration. (c) In addition to such other powers as-may be conferred on the arbitrator under enabling legislation the arbitrator shall be empowered to decide whether an event described In Section 4 has occurred, whether all other conditions for release have been met, and to order or enjoin release. The arbitrator's derision shall be binding. The Escrow Agent shall act upon the decision of the arbitrator immediately after the expiry of any appeal period. (d) The Licensor and Licensee shall each pay one half of the fees and charges of the arbitration. S. VERIFICATION PROCEDURE In order to verify the authenticity of the contents of any container deposited by the Licensor and being held in escrow the Licensee may at any time call for its inspection in the manner and subject to the conditions below: (a) The Licensee shall notify the Licensor and the Escrow Agent in writing of its demand to inspect the contents of a container,and such notification shall be made at least thirty(30)days in advance of the date appointed for such inspection. (b) The Escrow Agent shall appoint the location for such inspection. (c) The Escrow Agent shall attend at the appointment time and place and shall thereat produce the sealed container in question. (d) The contents of the container shall be removed and inspected by the Licensee in the presence of the Licensor and a determination made as to whether they are as purported by the Licensor on its certificate. (e) If the contents are determined to be as purported,they will be resealed and returned to the Escrow Agent to continue to hold in escrow.The Licensee shall pay all costs associated with the Inspection, NI,3 of 13 T6t Cca:cialt 1974.2014 U1ttCOUr•PARRY SOFTESCROW.It7C. S UPAFS Ssru har eCcp,0i2920 t 4 %Yeb9'.e:nkw so•,ssuoxmm • including machine time,operating personnel travel,food,lodging and a reasonable per diem fee for the attendance of all the Parties attending at the inspection. (f) If the contents of the container are determined not to be as purported,then the Licensor shall pay all of the costs named above and shall also forthwith deliver to the Escrow Agent a copy of the authentic software as purported on the Licensor's certification,and the Licensee may first verify that the same are authentic. 9. REPRESENTATION The Licensor and Licensee represent that the Software does not require any special storage or environment other than normal office environment. 10, DUTIES OF ESCROW AGENT (a) The Escrow Agent shall store the sealed containers In a safe and secure location of its own choosing. (b) The Licensor may direct the Escrow Agent to store the sealed containers in a location selected by the Licensor, In which event the Escrow Agent shall comply with such direction provided that access to the location is under the Escrow Agent's exclusive control and the additional fees described under Section 11(1)by the Escrow Agent in using the site are paid by the Licensor. (c) The Escrow Agent shall exercise reasonable Judgment in the handling of the Software in event of a dispute and shall not be liable to either party except for grossly or deliberately negligent conduct. (d)-The Escrow Agent shall not be required to perform any of its obligations if any fees or charges are outstanding,and the Escrow Agent may elect to receive payment thereof from any party. (e) The Escrow Agent shall not be required to do any act if doing so would violate a court order or arbitrator's ruling. 11. FEES,CHARGES AND TERM The Licensor shall pay to the Escrow Agent the following fees and charges: (a) An annual fee of$975.00 payable upon execution by the Licensor and Licensee of this agreement and on each anniversary date thereafter unless earlier terminated by either party. (b) This agreement shall continue thereafter on a yearly basis unless terminated by either party by giving the other at least thirty(30)days written notice prior to any anniversary date. (c) Respecting each issued standard size container a fee of$90.00 per year or part year payable on the anniversary date of this agreement. (d) Respecting each notice in writing sent by the Escrow Agent a fee of$40.00 payable on receipt of Invoice. (e) Respecting the return or destruction of each container held in escrow a fee of$65.00 per container payable on receipt of invoice. (f) Respecting all expenses incurred by the Escrow Agent for media, copying,shipping or special storage requested by either the Licensor or Licensee a charge and a handling fee for such amounts disbursed due and payable on receipt of invoice. (g) Respecting any attendance made by the Escrow Agent in carrying out its obligation under this agreement or related thereto,travel,lodging and legal representation expenses incurred if any plus the then current per diem attendance fee payable on receipt of Invoice. (h) The Escrow Agent may resign at the end of any year provided that it has delivered at least thirty (30)days prior written notice to the Licensor and Licensee to find a replacement. (I) The fees above shall be in force for a period of one year. Thereafter the Escrow Agent may alter the fees provided that any increase is part of a general fee increase. 12. DEFAULT iN PAYMENT Pare4of L3 TPA Cwie}d 1974.2014 LI:MI A-PARRY SOF7ESCROYJ,U . 5 uP-iPS.SS7n sturocmc4292o'4 we sf{Xwxxm t,mecon • • • If the LICENSOR falls to pay any fee or charge on its due date,then the Escrow Agent may,after giving the Licensee and Licensor thirty(30)days prior written notice to make such payment,terminate this agreement and either destroy or return the escrow materials in Its possession at the Escrow Agent's option. The remedies above do not exclude any other remedies that are otherwise available to the Escrow Agent. This notice shall be sent to the Contact and Address provided on the most recently dated Schedule 0 forms received by the Escrow Agent,and shall be conclusively deemed as having been received upon being sent. 13. INSPECTION For the purpose of ensuring that any sealedcontalner delivered to and held by the Escrow Agent under this agreement remains in a sealed state,either the Licensor or the Licensee may at any time demand to Inspect • such container at the offices of the Escrow Agent,and the Escrow Agent shall produce such container on a timely basis for inspection. 14. NOTICES Any notice required to be given in writing under this agreement shall be conclusively deemed to have been given and received when made at the sender's option by fax, email, first class post,courier or prepaid certified or registered post,return receipt requested,to the respective,fax numbers,email addresses or street addresses appearing in this agreement and its Schedules or to such other fax numbers,email address or street addresses as the Parties may from time to time direct In accordance with Schedule D, 1S. ANNUAL NOTIFICATION TO LICENSEE The Escrow Agent shall deliver an activity report in writing to the Licensee no less often than once each year,describing the escrow deposits if any that were made during the preceding year and levy a notification fee as set out In Section 11(d). 16. TITLE AND COPYRIGHT (a) Neither the Licensee nor the Escrow Agent shall acquire any rights of ownership in the Software by virtue hereof,however the Licensor hereby grants to the Escrow Agent title to the physical media on which the software is resident with the reservation that the Escrow Agent shall not make, cause or permit any use of such media except for the purposes of carrying out the terms of this agreement. (b) Upon a release of Software pursuant to this agreement the Licensee shall have the right to make copies of the Software for the purpose of program execution,back up,support,maintenance and • development all restricted to the Licensee's internal use of the Software as permitted in its program license agreement. Release of the Software to the Licensee does not relieve it of its obligation to pay license fees if any under the program license agreement or to expand the scope of use. 17. LOSS,DAMAGE OR DESTRUCTION If the escrow materials are lost,damaged or destroyed without fault by the Escrow Agent or for reasons beyond the control of the Escrow Agent, such as acts of God,war, insurrection or terrorism,then the P,i,5dt3 TN C4PicigMS 1974.2914 LRCM-PARRY SOFTESCRO'N.tttC. SUR PS WatvrcCcpyg.INNii wASt:IEMY,t.155aaaxtlXy • Licensor at Its own expense shall make a fresh deposit to replace the escrow materials so lost,damaged or destroyed. I8. GOVERNING LAW - ! This agreement shall be governed in accordance with the laws of the State of California without giving effect to its conflict of laws provisions. 19. ENUREMENT This agreement shall be binding upon and enure to the benefit of the Parties their respective heirs, administrators,executors,successors and assignees. This agreement may not be assigned by the Escrow • Agent without the prior written consent of the Licensor and Licensee. 20. GENERAL (a) The Escrow Agent may rely on all documents,notices and communications on their face,and is not required to make further inquiry into their authenticity or the veracity of their contents. (b) Nothing in this agreement shall be construed so as to expand,contract or create new obligations to support and maintain the software. (c) If any matter under this agreement is in dispute then the Escrow Agent shall be entitled to stand still with respect to its obligations to either hold or release the Software until the disputing Parties have finally settled the matter by mutual consent,court or arbitration proceedings. END OF TERMS AND CONDITIONS (SIGNATURE PAGE FOLLOWS) • • Pap 44.113 TM C.<54110111974 2014 Ltt COW-PARRY SOfrESCROW.Uc`,. &111-'.17:91%0146:ii.4i,C:avcvl4 Wt,N'h'N IN WITNESS WHEREOF the Parties have by their representatives so authorized executed this Agreement to go into force on the date below last mentioned. LICENSOR: LICENSEE: ECONOLITE CONTROL PRODUCTS,INC. [Company] Authorized Representative Signature— Authorlzed Representative Signature Print Name Print Name 'rile Title Date(mm/ddJyyyy) Date(mm/dd/yyyy) Phone Number Phone Number Email Email ESCROW AGENT: LINCOLN-PARRY SOFTESCROW,INC. Authorized Representative Signature Print Name Ptte Date(mm/dd/yyyy) Phone Number Email Pitt7o/11 2L1 Cepir{s41914.2014 LUICOUFNARRYSOFTESCROW,FKC, SUP.LPS.Sv&ReeCr y07282014 57rbs.ta:yxr salasoort-Mrt1 SCHEDULE A AGREEMENT NO. LIST OF ESCROW PROGRAMS 1 2 3 4 — 5 - – 6 =. 7 •The licensor shall deposit updates to the Software above•Ilsted not less frequently than annually and such updates shall be considered as included In the Software. P:•eeau TI.! Ccu:-i.st 1914.2014 U1tC6Ut-PARRY SOFT ESCROW,MC. SUP.U'a.S_Va reCoy7O42AN14 YiL'r513ztx.10.. 1:74 • SCHEDULE B AGREEMENT NO. AUTHORIZED DESIGNATED REPRESENTATIVE The Licensor,Licensee and Escrow Agent v.111 direct all correspondence,notices and general Information requests at the address below or to such other fax numbers,email address or street addresses as the Parties may from time to time direct in accordance with Schedule t)Change Notice. Authorized Designated Representative Please provide the name and contact information of the Authorized Representative responsible under tills agreement.incomplete information may result in a delay of processing. LICENSOR:ECONOLiTE CONTROL PRODUCTS,INC. LICENSEE:[Company] Print Name Print Name Title Tale Email Address Email Address Street Address Street Address City/State/Province City/State/Province Zip/Postal Code Zip/Postal Code Phone Number Phone Number Fax Number Fax Number Billing information Please provide the name and contact information of the Biiling Contact under this Agreement. All Invokes will be sent to this Individual at the address set forth below.Forms must be fully completed and returned with the Agreement for execution by Uncoln•Parry along with the first annual fees.Incomplete information may result In a delay of processing. As Designated Under LICENSOR Section 11 Accounting Contact Title Email Address Street Address City/State/Province Zip/Postal Code Phone Number Fax Number Purchase Order ti All Notices and Inquiries should be addressed to: ESCROW AGENT Lincoln-Parry SoftEscrow,Inc, Distribution Department 8 Faneuil Hall,3'd Floor,Boston,Massachusetts 02109 North America+1-888-771-2042 International+1-613-842-8912 Fax+1.613.8394362 Email:desk(asoftescrow.com www.softescrow.com Pr-e 9 c113 TM Cot 11*4 1974•2614 U1401.1+PARRY SOFTEStrc�t1,1:Y,:. Wersita.Wx v soRestnmm tont SCHEDULE C ` AGREEMENT NO. DIRECTION TO RETURN OR DESTROY DEPOSIT CONTAINER TO: ESCROW AGENT Lincoln•Parry SoftEscrow,Inc. Distribution Department S Faneuil Hall,3'a Floor Boston,Massachusetts 02109 Container No.: The LICENSOR and LICENSEE represent that ail of the Software in the above cited container have been replaced with more recent versions under Deposit Container No. now lodged with Lincoln-Parry SoftEscraw,inc. and that the Licensee under the above agreement has no further Interest in the Software in Container No. being returned to Licensor or destroyed as per the direction below. Please select one of the following: 0 You are hereby directed to return the materials above described. Licensor Initial Licensee initial You are hereby directed to destroy the materials above described.Licensor initial Licensee initial SHIPPING INSTRUCTIONS: incomplete Information may result in a delay of processing. Licenser ECONOLITE CONTROL PRODUCTS,INC. Licensor Authorized Contact Title Street Address City/State/Province Zip/Postal Code Phone Number Fax Number Email Address Federal Express Account Number LICENSOR: LICENSEE: ECONOLITE CONTROL PRODUCTS,INC. [Company] Authorized Representative Signature Authorized Representative Signature Print Name Print Name Titie Title Page 10 of 13 bS �9ifi?1t 1976.7J161tt?'AULPl3tRY SpFlESCROW,C.L'. rete(mm/dd/vvyy3 SSL?IPS.S r'ti-SCR S7E�ld Date(mm/dd/yyyy) �:es r5;:..V.1.7A°:cro, Z • -. AGREEMENT NO. SCHEDULE D CHANGE NOTICE CHANGE TO LICENSOR;0 CHANGE TO LICENSEE:❑ CHANGE TO BILLING:0 Please update your records accordingly as indicated below effective (mm/dd/yyyy) LICENSOR;ECONOLITE CONTROL PRODUCTS,INC. Print Name Title Email Address Street Address City/State/Province Zip/Postai Code Phone Number Fax Number LICENSEE:(Company] Print Name Title Email Address Street Address City/State/Province Zip/Postai Code Phone Number • Fax Number BILLING:Econollte Control Products,Inc. Print Name I Title Email Address Street Address City/State/Province Zip/Postal Code Phone Number Fax Number All Notices and Inquiries should be addressed to: ESCROW AGENT Lincoln-Parry SoftEscrow,Inc. Distribution Department 8 Faneuil Hall,3i4 Floor,Boston,Massachusetts 02109 North America+1.888-771-2042 International+1.513.842-8912 Fax+1-613-8394362 Email:desk@softescrow.com www,softesuow.com Part 11c1 r3 TIA Co,y1'}'U 1574.2014 LINCOLN-PARRY SOFT-ESCROW.e7c:. tYrC`YSB:11M'Y SdeO<CfP�'S�l SCHEDULE E AGREEMENT NO, NON-DISCLOSURE COVENANT TO: LICENSOR ECONOLITE CONTROL PRODUCTS,INC. WHEREAS the Licensor and the Licensee are Parties to a Software Escrow Agreement bearing No. and dated (mm/dd/yyyy) pursuant to which the Software therein shall be released to the Licensee by the Escrow Agent,and; WHEREAS a prior condition of such release is set out In Section 6(d)of the said agreement, namely that the Licensee must first execute this form of non disclosure covenant and deliver It to the Escrow Agent; THEREFORE the Licensee covenants as follows for the benefit of the Licensor: 1. To hold the Software In the strictest of confidence,recognizing that it is a valuable trade secret of the licensor and that its improper disclosure will cause substantial and irreparable inJury to the Licensor. 2. To restrict the use of the Software solely and exclusively for the purpose of supporting the Licensee's own installation or the installations of sub•iicensees If the licensee is an authorized VAR or OEM of the Software,and for no other purpose whatsoever. Licensee acknowledges that title to the Software shall at all times remain with the Licensor. 3. To restrict disclosure of the Software or any part thereof to only those of the Licensee's employees or agents who have a bona fide need to know,and who have received written notice of the confidential nature of the Software and have agreed to abide by these restrictions. • 4. Other than for back up,not to make any copy,derivation,translation or Imitation of the Software,or to use any of its algorithms,designs or architecture in producing another program. S. To fully observe and perform all other obligations which may bind the Licensee under any other agreement, which exist between it and the Licensor. LICENSEE:[Company) COPY: ESCROW AGENT Authorized Representative Signature Lincoln-ParrySoftEscraw,Inc. FAX:+1-613.834-1362 Print Name Title Date(mm/dd jyyyy) Phone Number Fax Number Email hit ua/3 VA Cc9-19;91 1974.2914 LINCOW-PARRY$OFTESCROW.IHC. 3121".11-'2.ViAll,to:t4942N. Ytebste:yita dfV=eon SCHEDULE F AGREEMENT NO. AGREEMENT TERMINATION NOTICE TO:ESCROW AGENT Lincoln-Parry SoftEscrow,inc. FAX:+1.613.839-1362 TAKE NOTICE THAT the Licensor and Licensee being Parties to a Software Escrow Agreement bearing No. and dated (mm/dd/yyyy)do hereby terminate the said agreement as of the date of this notice and directs you to destroy or deliver all the Software thereunder held by you to the Licensor forthwith. Please select one of the following: 0 You are hereby directed to return the materials above described. Licensor Initial Licensee Initial ❑ You are hereby directed to destroy the materials above described.Ucensor Initial Licensee initial SHIPPING INSTRUCTIONS: Incomplete information may result in a delay of processing. LICENSOR: Licensor ECONOLITE CONTROL PRODUCTS,INC. Licensor Authorized Contact Authorized Representative Signature Title Street Address City/State/Province Zip/Postal Code Phone Number Fax Number Email Address Federal Express Account Number LICENSEE Licensee [Company] Licensee Authorized Contact _ Authorized Representative Signature Title Email Address Street Address City/State/Province Zip/Postal Code Phone Number Fax Number FLIr13d13 TM Coni1 1974-p14 1=OU7-PARAYSOFTESCRO.1ti`C. 2" -N4fhag CAT • miamr•uaae county,rL tiW9 fl-1/Z11 Appendix D — Software Maintenance Agreement Page 52 of 57 rvuami uaae county, _ ttw& iz-7rZu Software Maintenance Agreement . This agreement is for Centracs software maintenance to be provided by Econolite Control Products (hereafter referred to as"Econolite") to Miami-Dade County (hereafter referred to as "Agency") as follows: Products Covered This agreement covers systems maintenance support of the base Centracs system software licensed to Agency [Centracs Traffic Signal Management, Centracs Local Edition, Enhanced MOEs, Centracs Adaptive Module, Centracs MMS, Synchro interface Module, Advanced CCTV, BlueT oad Travel Time, and software functionality outlined in BW9872-1/20, Appendix A.). This agreement does not cover third party commercial off the shelf(COTS)software (even if that software is required for correct system operation), system hardware, communications equipment, or field equipment and software unless that software falls under the base Centracs system software license agreement. Period of Coverage This coverage is valid for four(4)one-year terms beginning SMA (Year 2). This agreement shall automatically renew at the end of each term for a successive one (1) year term unless either Party gives written notice of its intention not to renew sixty(60) days prior to the expiration of the current term. Coverage Bronze—Provides for one annual upgrade for the supported software. Econolite shall fix defects and bugs in the central system at no cost to the County. In addition, the resulting software updates due to defects and bugs shall be at no cost to the County. Upgrades will be performed via a remote connection provided by the Agency. Technical support and services are provided via remote support. Technical Support Technical support and service from Econolite shall be provided by remote methods unless on- - site support is requested by Agency or Econolite deems necessary. In the event on-site support is provided, Technical Support Hours of Operation: 8:00 am to 5:00 pm (Eastern Standard Time) l Monday — Friday except for holidays recognized by Econolite, which are New Year's Day, Martin Luther King's Birthday, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving, and Christmas Day. Support requests received outside normal hours of operation are generally responded to within twenty-four(24) hours. Technical Support Contact Information: Local Account Manager or, Phone: 714.630.3700 or 800.225.6480 or, Online at www.Econolite.com Page 53 of 57 Miami-Dade County,FL I BW9872-1/20 Provisions 1. In the event there is a conflict between the provisions of this Software Maintenance Agreement, the provisions of the agreement, BW9872 -1/20, shall supersede. 2. An invoice shall be submitted to the Agency prior to the expiration of the current coverage. Invoicing shall be in accordance to Article 16, Method & Terms of Payment, of the agreement, BW9872 -1/20. •• 3. Remote access to the Centracs system is required for Bronze coverage. The Agency shall maintain a VPN (Virtual Private Network) or other secure network connection for remote access to the system by Econolite. Econolite will provide support services by means judged appropriate by Econolite. Such means may include, without limitation, remote access to Agency computer(s), remote telephone consultations, and the provision of written documentation and other materials to Agency, by mail or electronic means. Response time for requests for remote support shall be kept under twenty-four(24) hours. 4. In the event that hardware, operating system, or other third party software, in use by the Agency is deemed by Econolite not to be sufficient for installation of an Upgrade Release, then the Agency shall be responsible for the cost of any new hardware or software as may be required. 5. In the event that Econolite identifies a fault or failure in software or hardware not covered under this agreement, which affects the operation of the ATMS, then Agency agrees to take prompt action to correct such faults and failures. Upon correction of said failures, Econolite shall ensure that the ATMS is restored and operational within one (1) business day. 6. In the event that Econolite identifies a fault or failure in Econolite developed software or manufactured hardware covered under this agreement, which affects the operation of the ATMS, Econolite shall ensure that the system is restored and operational within one (1) business day. If the failure is due to third party hardware or software, provided by Econolite, Econolite will ensure that the system is restored within one (1) business day of the third party replacing or repairing the items which they supplied. 7. This agreement may be voided at the option of Econolite if Agency modifies any part of the ATMS software where source code has been provided. Econolite will determine, in its discretion, if these modifications impede the ability to provide continued support and system upgrades. 8. A software upgrade may require hardware and third party COTS software (e.g. operating systems, database servers, drivers, etc.) upgrades to ensure the performance and functionality of the system. Econolite will provide details of minimum system requirements and the system will be upgraded at Agency's cost to meet or exceed these requirements at least one week prior to the base ATMS software upgrade. 9. This upgrade may not support all the functionality of the previous version of the ATMS. Prior to the upgrade, Econolite will provide Agency with release notes for the new product that describes new and modified functionality. It is not anticipated that any core functionality will be lost, however support for obsolete field devices may not be included in future system upgrades. Econolite must notify the County one (1) year in advance of needed replacement(s) before support stoppage of obsolete field devices. 10. There shall be no third-party applications loaded onto any server, workstation or laptop accessing or forming part of the ATMS without the prior approval of Econolite. 11. This agreement specifically excludes damage to the ATMS caused by the following: accident, unusual physical, electrical, electromechanical stress, neglect, misuse, failure of Page 54 of 57 Miami-Dade County,FL BW9872-1/20 electric power, environmental conditions, transportation, or operating with operating systems, media or other software programs or use with hardware not approved by Econolite. 12. Econolite is not responsible for obsolescence of the ATMS that may result from changes in Agency computer or informational needs requirements or from changes in Agency's operational hardware or software programs. 13. Econolite warrants the ATMS will perform as defined in the published product specification provided that: (a) the ATMS is used only with the hardware approved by Econolite and in accordance with Econolite's documentation and use instructions; (b)the hardware is in good operating condition at all times and is installed in a suitable operating environment and is regularly maintained in accordance with the user documentation provided by Econolite or the manufacturer; (c) any error or defect in the ATMS is not caused by Agency, ifs employees, agents, contractors, or any third party. • 14. Major system upgrades that include new features and functions also include new ATMS user manuals, and on-line help information. New documentation is not generated for minor system upgrades to correct errors, but the on-line help information will be updated. 15.Any lawsuit pertaining to any matter arising under, or growing out of this Agreement shall adhere to Article 46, Governing Law, of the agreement, BW9872-1/20. 16. This Agreement shall adhere to Article 26, Consent of the County Required for Assignment, of the agreement, BW9872-1/20. 17. No supplement, modification or amendment of this Agreement or waiver of the provisions • thereof shall be binding unless executed in writing by Agency and Econolite. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.' 18. In the event any action in law or equity, arbitration or other proceeding is brought for the enforcement of this Agreement or in connection with any of the provisions of this Agreement; the prevailing party shall be entitled to other costs reasonably incurred in such action or proceeding. • 19. 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. 20.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. 21. Should any obligation of either party hereunder be delayed by events beyond such party's control, including but not limited to, natural or man-made disasters, strikes, government actions or regulations, failure of a third party to comply or conform or inability to obtain labor or materials through its regular sources, that party's time for performance shall be extended by the period of delay upon approval by Agency. 22. 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. 23.Any provision which by its nature shall survive the expiration, cancellation or early termination of this Agreement shall survive the expiration, cancellation or early termination of this Agreement. Page 55 of 57 Mlaml-Daae county,rL I:Wytf/1-7/LU Price Bronze $14,916.00(Year 2) $15,363.00(Year 3) $15,824.00(Year 4) $16.299.00(Year 5) $62,402.00 Total Signatures below indicate contractual agreement with the terms and conditions herein. Coverage Effective: IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of jt f 5 , 2017. Miami-Dade County: Econolite: Signature Signa Tire PIR K Print Print vp Lc Title Title Page 56 of 57 Miaini•Dade County,FL BW9872.1/20 Page 57 of 57 110(EVR8I0)L,11 CE SYSTEMS October 9, 2017 Claudia C. Hasbun, AICP Planning and Zoning Director City of Sunny Isles Beach 18070 Collins Avenue, 3rd Floor Sun_ny Isles Beach,FL 331.60 • Subject: Miami-Dade Contract#BW9872-1/20 Centracs Signal Control Upgrade and CCTV Installation proposal Dear Ms. Hasbun: Econolite Systems is pleased to provide the following quote to extend Miami-Dade's 2070LX small-scale deployment and Centracs ATMS installation to include 19 intersections in the City of Sunny Isles Beach along Collins Avenue, from Bayview Drive to Galahad Dade Boulevard(193`d Street) and the signal on State Road 826 at the 300 block. Our quote includes the following elements: 1. Expand the existing Centracs license hosted and managed by Miami-Dade County to include all 19 intersections in Sunny Isles Beach. 2. Develop graphics and controller databases and perform all necessary integration services to ensure the system is completely operational including traffic signals, video detection, and BIueTOAD devices. 3. Build off of the existing time-of-day plans to create adaptive timing strategies 4. Provide, install, configure and integrate the Econolite Model 2070LX Controller with ASC/3 software 5. Provide, install, configure and integrate Autoscope Encore video detection 6. Provide, install, configure and integrate TrafficCast BIueTOAD devices The objective of the project will be to provide enhanced monitoring and control capabilities to improve travel time and reliability. To achieve these objectives, we propose the attached Scope of Work and Pricing. We look forward to your favorable consideration and the opportunity to work with Miami-Dade County and the City of Sunny Isles. Please feel free to contact Connie Braithwaite or me directly at 408-201- 4404 with any questions regarding this quote. • Sincerely, Eco I' e Sys ms,Inc. Doug as Terry' P.E. - Senior Vice Presiden - Exhibit "B" 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com • I 0(oW(E)3 SYSTEMS Scope of Work Task 1 Project Management Description of Work Project management is a critical part of the deployment of any technology project.The project management activities include: • Project Plan The Project Plan will document the following elements: o Project Scope—this document and any modifications that may be required over the term of the contract o Major Deliverables—this document and any modifications that may be required over the term of the contract o Project Schedule—Gantt chart periodically updated to reflect project progress Status Reports Econolite will host weekly informal project meetings to keep the City and County informed of project progress and upcoming activities. These meetings are structured as `status only' and are intended to last not more than approximately 15 minutes. This time frame ensures regular stakeholder attendance and insists that more in-depth discussion to be taken offline. The agenda for these meetings will form two purposes: to guide the discussion and function as a Status Report. These meetings will be limited to the following discussion points: work performed in the prior week, work anticipated in the ensuing week and outstanding issues. Basis of Payment Project Management services are imbedded in each Task. Separate request for payment will not be made. Task 2 Centracs Description of Work Econolite will expand the Centracs installation completed for Miami-Dade County to include the additional 19 intersections in Sunny Isles Beach. In order to effectively build off the existing system, Econolite will assess any additional requirements to scale the virtual server environment maintained by the Information Technology Division(ITD), provide configuration services and enhancements to accommodate the additional intersections and configure the adaptive settings to optimize signal performance. Additional Servers To enhance performance and facilitate the expansion throughout the County as well as for Sunny Isles Beach, the County has decided to host all servers within their existing virtual server environment. As intersections are added to the County system, Econolite will work with the ITD staff to ensure the virtual Servers and storage,capacity are scaled to meet the expanded needs. 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite_com SYSTEMS Configuration Services Once the intersection licenses are added and the virtual capacity issues assessed, Econolite will initiate the configuration of the additional intersections and build up from the existing operational database. To facilitate this configuration, Econolite will obtain the following information from the County: o Geographic coordinates for each intersection, if available, including street names, and intersection number. o Current phase diagrams and timing/coordination databases for each intersection. c The network design and IP addressing schema Following receipt of the above information, Econolite will perform the following configuration tasks: Intersection Graphics Econolite will develop intersection graphics for all new intersections. The input for the graphic development will be the phase diagrams provided by the County. It is assumed that the County GIS aerials or Aerials provided by Microsoft Bing will be made available by the County for the detailed intersection graphic views. Database Conversion The existing 170 controller databases, provided by the County,will be manually converted by Econolite from their current format to ASC/3. The end result will be an electronic copy of the database ready to load into each controller. Bench Test Econolite will install the converted databases on each controller and back it up to the data key. Each location will be bench tested to validate proper operation prior to installing the controller in the field. Intersection Properties The remaining intersections will be geo-located and intersection properties, including intersection name, • main street, cross street, IP address, will be configured by Econolite. Adaptive Configuration Econolite will work with the County timing engineers to document the existing and new detection configurations. Additionally,we will assess the existing timing plans and assist the County in making all necessary modifications. Finally, we will assist the County in implementation and assessment of before and after data as available from the B1ueTOAD data logs. The City may require the services of a qualified traffic engineering consultant to update any signal, timing or operating plans needed by the City for implementing the proposed system at these intersections. As requested, Econolite can be retained to perform this additional work, if required. Basis of Payment Cost for the Centracs license and hosting has been borne by Miami=Dade County and no additional compensation will be made. Payment to configure Centracs will be made in accordance with the following table upon demonstration of an operational intersection within Centracs: 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph: (714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com flJ'� c�n�nr�o�ri SYSTEMS Centracs ®onfiouration ea2a 3 Ube©cd • Intersection Graphics EA $67 o Database Conversions EA $170 o Bench Testing EA $298 o Intersection Properties EA $62 o Centracs Adaptive Intersection License' EA $1,750 o Centracs Adaptive Intersection Integration EA $750 Task 3 Controllers Description of Work Econolite will supply the Econolite Model 2070LX controller with ASC/3 software. The quantity of controllers to be supplied is shown on the pricing sheet. The controllers will be delivered and staged at the Econolite local project facility to be located in Miami-Dade County. The 2070 chassis and IC module will be tagged and entered for asset tracking. Basis of Payment Controllers will be measured per each, and paid for upon proof of delivery to the Contractor facility. Task 4 Detection Description of Work Econolite will supply the Autoscope Encore video detection system. The quantity of Autoscope Encores to be supplied is shown on the pricing sheet. One TIP (Terra Interface Panel) and one TAP (Terra Access Point)will be provided for each intersection outfitted with Autoscope. Pricing assumes camera quantities will be installed in accordance with the table on the following page. If additional cameras are required,a pricing adjustment may be necessary. Video detection is quoted as a standard intersection with mast arms. Included in our quote is 15,000 feet of 3-wire cable (250' per camera). If additional cable is needed, the City may purchase in 500' increments at$0.60/foot. 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com SYSTEMS Intersection Name `' Detection 1. 5142: Collins @ Galahad-Dade 4 cameras 2. 4606: Collins @ SR-856 5 cameras 3. 4605: Collins @ 189`h St 2 cameras 4. 3459: Collins @ 85th St - 4 cameras 5. 4735: Collins @ 183`d St 4 cameras 6. 6082: Collins @ 182❑d St— 183`d St 4 cameras 7. 4549: Collins @ 178th St 3 cameras 8. 6081: Collins @ 175`h Ter— 178`h St .2 cameras 9. 3881: Collins @ 174th St 3 cameras 10. 3501: Collins @ 172nd St 3 cameras 11. 4733: Collins @ 170th St 4 cameras 12. 5727: Collins @ 16900 Block 4 cameras 13. 5433: Collins @ 167th St— 168th St 2 cameras 14. 5253: Collins @ SR-826N 2 cameras 15. 2995: Collins @ SR-826S 4 cameras 16. 4900: Collins @ Atlantic Av 3 cameras 17. 3490: Collins @ 159th St 4 cameras 18. 3993: Collins @ Bayview Dr 2 cameras 19. 4990: SR-826 @ 300 Block 1 cameras The Autoscope equipment will be delivered and staged at the Econolite local project facility to be located in Miami-Dade County. The Autoscope cameras, Terra Interface Panel and Terra Access Point will be tagged and entered for asset tracking. Basis of Payment Autoscope Encores will be measured per camera, and paid for upon proof of delivery to the Contractor facility. Task 5 BIueTOAD Description of Work Bluetooth Travel-time Origin and Destination(BIueTOAD)traffic monitoring system measures travel times using non-intrusive roadside technology. Econolite will supply the BIueTOAD devices as currently specified on the Florida Approved Products List(APL). The quantity of B1ueTOAD devices to be supplied are shown on the pricing sheet. B1ueTOAD field equipment will communicate to the B1ueTOAD server hosted by Miami-Dade County to provide travel time information via a web interface.Network troubleshooting and configuration is not included in our quote. Additionally,our pricing assumes the devices will be powered through existing AC circuits. Different power or communication requirements may necessitate a price adjustment. Additionally, we assume the existing hosted server provided by Miami-Dade County can be extended to include these additional devices, or alternatively, Miami-Dade will provide hosting services directly. 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com o� ]t 7L.,11`111 SYSTEMS The B1ueTOAD devices will be delivered and staged at an Econolite facility located in Miami-Dade County. The BIueTOAD Devices will be tagged and entered for asset tracking. Basis of Payment BIueTOAD devices will be-measured per each, and paid for upon proof of delivery of the BIueTOAD field devices to the Contractor facility. Task 6 Preventive Maintenance Description of Work Econolite will perform Preventive Maintenance for each traffic signal location. The work shall include the following activities: o Display Equipment Inspection • Visually inspect signal and pedestrian displays and verify all indications are operational, note condition and alignment of all heads, note any deficiencies o Detector Verification • Verify proper operation of vehicle detectors, note any faults and reset • Inspect condition of all loops and lead-ins; note sealant failures by street approach, lane and phase • Verify proper operation of pedestrian pushbuttons on all approaches, note failures or other issues • Check push button lamps, audio operation and direction, if applicable o Intersection Infrastructure Inspection • Check condition of pull-boxes; note size and number of any broken or missing lids, crushed boxes and buried boxes • Perform ground-level visual inspection of metal poles for damage,rust, cracked welds, grounding & foundation damage • Perform ground-level visual inspection of hand hole covers on steel poles; secure if necessary and note if missing • Perform ground-level visual inspection of conduit risers; note any repairs needed o Cabinet Inspection • Inspect foundation and exterior for damage and vandalism • Check door gaskets, anchor bolts,base extension bolts; reseal base if water is present • Check for signal plans; verify signal heads are per plan; note any discrepancies • Check/test interior cabinet lamps, fan and thermostat; replace any that are not working properly and note replacements • Check physical condition of meter/service disconnect, line filter and surge arrestor • Ensure all load switches and flashers have a tight and secure fit into the socket • Check for and note any burned, pitted, corroded or discolored contacts and terminals • Visually inspect condition of all relays and note if burned or full of ants; replace if necessary • Ensure all terminal connections and harnesses have a tight and secure fit; check for frayed writing and note if any are found • Visually check condition of all loading resistors 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com SYSTEMS • Cabinet Maintenance • Clean and vacuum cabinet; place insect, slug, and rodent control in cabinet, as needed • Replace filter and, if needed, filter frame • Lubricate hinges, lock, and lock cover on cabinet • Remove graffiti, posters, stickers, etc., without damaging the surface of the cabinet o Power and Grounding Service • Measure and record service voltage • Check ground.resistance and bonding connections and conductors; record ground reading • Note if control equipment is plugged into GFI o Controller Service • Verify date and time on isolated controllers, if any; note and correct any discrepancies • Check operation of display and backlight on controller; note any issues o Conflict Monitor Service • Replace conflict monitor with a certified unit provided by the City and record conflict monitor identification in notes Preventive Maintenance records will be provided to the County and the City of Sunny Isles, noting all issues detected and the recommended disposition. The dispositions will be annotated as follows: o Econolite repaired the recorded issue(examples may include minor repairs or other previously agreed upon issues that can be accomplished while the technician is onsite), or o The defective or damaged equipment must be repaired or replaced. In this case, the City may choose to self-perform the work, hire the work out to other contractors, or contract directly with Econolite for the additional work.This work, as necessary, must be executed in a timely manner so as not to delay the project schedule. Should the City choose to have Econolite repair or replace the defective or damaged equipment, Econolite will perform the work on a time and materials basis and will draw down on the maintenance repair line item in the pricing table. Time and Material cost will be billed at $190 an hour for a Traffic Signal Technician including an aerial lift truck and tools. Material will be billed at cost plus 10%. Basis of Payment Preventative Maintenance will be measured per each intersection, and paid for at the unit rate upon completion of preventive maintenance for each intersection. Task 7 Installation Description of Work Prior to commencement of the installation work at each intersection, Econolite will have performed a thorough Preventive Maintenance service at that location to verify intersection operation and identify any deficiencies or issues as described in Task 5,Preventive Maintenance. Any deficiencies will be noted and addressed as described prior to installation of the new equipment. Econolite will provide installation services for the items described below: 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com 1 nRg(0)11-,11`7r1 SYSTEMS Controller Installation • This work shall include the installation of new traffic signal controllers. Database conversions, controller configuration, and bench testing are included in Task 1 and it is assumed that the controller has been made ready and is approved for installation prior to beginning this work. This work includes the following tasks: o Validate the results of the Bench Test. o Intersection will be placed into flash when traffic allows. o Traffic signal controller wiring will be removed from unit that is to be replaced. o Traffic signal controller that is to be replaced will be removed and returned to the County. o New programmed and tested traffic signal controller will be placed into traffic signal controller cabinet. o New traffic signal controller will be powered on. o Intersection will be taken out of flash when traffic allows. o Intersection and traffic signal controller will be observed to ensure proper operation. Detection Installation This work shall include the installation of up to 60 Autoscope Encore video detection cameras and associated supporting equipment on or within existing traffic signal infrastructure or approved existing street furniture. This work includes the following tasks: o It is assumed that existing conduit paths, if required, will be used and no new conduit installed. Existing conduit paths will be investigated to determine proper route from traffic signal cabinet to the new camera location. Please note: if conduits are plugged, full or damaged additional work may be required. o Video detection cable will be installed from the traffic signal cabinet to the camera mounting location. Cables will be installed utilizing lubricant to prevent damage to existing wiring. o Cameras will be mounted at the locations determined. Any holes drilled for camera mounts or for wire access will be sealed utilizing approved sealant. o If traffic control is required to mount the video detection cameras it will be done according to the latest MUTCD standards utilizing cones, warning signs and arrow boards. o Video detection camera wire will be connected to the video detection cameras utilizing manufacturer approved connectors. o Video detection cabinet equipment will be installed in an approved location within the cabinet. Wire will be routed neatly through the cabinet and,terminated on the video detection panel. o Video detection cameras system will be aimed and detection zones developed according to approved plans. o Video detection system operation will be observed to ensure proper operation. 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com • f1%1fl(0)ll=llIii SYSTEMS • Blue Toad Installation This work will include the installation of up to 6 new BIueTOAD devices on existing traffic signal infrastructure or approved existing street furniture. This work includes the following tasks for the B1ueTOAD device to be installed in the field: o Prior to beginning any work at an intersection, Econolite will first verify proper operation of the intersection as appropriate. o The BIueTOAD device cabinet will be installed at the locations determined. o It is assumed that existing conduit paths, if required, will be used and no new conduit installed. Conduit paths will be investigated to determine proper route from traffic signal cabinet to the BIueTOAD location. If conduits, or risers are plugged, full, damaged, or non-existent, additional work may be required and will be measured and paid separately. o If traffic control is required to mount the NEMA cabinet it will be done according to Miami-Dade and/or FDOT standards as required by the City. o The Bluetooth antenna will be mounted and secured utilizing an N-type nut on inside of enclosure. o Outdoor rated Cat 5 wire will be installed from the BIueTOAD cabinet to the traffic signal controller cabinet. Cat 5 wire will be routed neatly in cabinet and terminated. o The B1ueTOAD device will be turned on and tested for proper local operation. Basis of Payment Installation services will be measured and paid for as indicated below: o Controller Installations will be measured per each, and paid at 0.0207% of the total price for Installation in Miami-Dade Contract#BW9872-1/20 ($250.88 per each) upon validation of proper intersection operation. o Detection Installation will be measured per each approach, and paid at 0.1267%of the total price for Installation in Miami-Dade Contract#BW9872-1/20($1,535.60 per each)upon validation of proper operation. o B1ueTOAD Installation will be measured per each, and paid at 0.0973% of the total price for Installation in Miami-Dade Contract#BW9872-1/20 ($1,179.28 per each)upon validation of proper local operation. Task 8 Pull Box Replacement Description of Work It appears that, over time,pull boxes have been indiscriminately added without consideration of consolidating underground facilities. The result is an undocumented mismatch of pull boxes creating maintenance issues in addition to being unsightly. The City has asked that Econolite investigate the possibility of consolidating and/or eliminating traffic signal pull boxes that are unnecessary and where the removal of a pull box will not impact infrastructure or capacity. For basis of estimate, it is assumed that four pull boxes will be removed at each intersection. To accomplish this work, the following tasks are proposed. 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com • • • SYSTEMS Engineering and Field Investigation Econolite will pull existing intersection and street lighting drawings and as-builts as available and analyze them to determine possible pull box elimination candidates. A field investigation plan will then be developed to validate the data. - During the field investigation, Econolite will locate and open pull boxes determined by engineering review to be replacement candidates to determine existing cabling type if applicable and origin and termination points. A conduit rodder will be used to verify conduit paths and document findings. Pull Box Replacement Following the engineering and field investigation, pull boxes identified for elimination,will be removed from the sidewalk or asphalt and existing cables and conduits will be protected and rerouted as needed for consolidation. Split duct may be utilized to extend conduits, and if necessary existing wiring may be pulled out and reinstalled. As necessary, where an existing consolidated pull box cannot be reused,a new pull box will be installed. In this case, conduits will be aligned in the area, a new pull box installed conduits will be sealed, drain rock installed and the area surrounding the new or consolidated pull box will be restored to before - conditions using concrete or pavers. Econolite will furnish as-built drawings showing conduit and cable routes, conduit diameter, and pull box location and size. Basis of Payment Pull Box Replacement will be measured per each consolidated or new pull box and paid at $3,118.00 per each upon validation. Task 9 Training and Testing Description of Work Training • Econolite will provide training to County staff under a separate project. Additionally, if requested, Econolite will provide an overview training course to City staff for up to one-day. A one-day training session will be offered to the City in order to access travel time statistics available from the B1ueTOAD website,using a password provided by the City. Acceptance Test Once all of the controllers are brought on-line, and training has been completed, the Final Acceptance Test will be conducted. This testing ensures that the Standard Centracs Test Procedures and the specific additional functional and performance requirements of Miami-Dade County are observed and proven to successfully function. If during this phase, an item is marked as "failed" Econolite and County staff will agree to a course of action,which may delay the start of the 30-day Trial Period. 30-Day Trial Period Upon successful completion of the Final Acceptance Test, the 30-day Trial Period will commence. During the Trial Period, various issues may arise. Typically, many of these are of a minor or trivial 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com • L IO Rg(Q)I1—,,Our SYSTEMS nature, while, although they will be addressed, do not constitute a system failure and do not warrant a restart of the Trial Period. Therefore, Econolite proposes the following priority mechanism be utilized to organize and account for the types of issues that may be encountered during the Trial Period. The issues would be handled as follows: Priority One Priority One applies if the problem could: o Prevent the accomplishment of an operational or mission essential function, OR o Causes loss of data or data corruption, OR o Jeopardize safety or security Upon notification by the County or City to Econolite of a Priority One event,the Trial Period will pause. If not resolved within 24 hours after the problem is first reported to Econolite, the Trial Period restarts from zero days after resolution. Otherwise,the Trial Period continues without interruption. Priority Two Priority Two applies if the problem could: o Adversely affect(but not prevent) the accomplishment of an operational or mission essential function, and no Workaround is available, OR o Adversely affect technical or cost risks to the life cycle support of the System, and no workaround is available. o Priority Two problems include aborts,but not loss of data or data corruption. Upon notification by the County or City to Econolite of a Priority Two event, the Trial Period will pause. If not resolved within 72 hours after the problem is first reported to Econolite, the Trial Period will be suspended until resolution, after which the day count will resume. Otherwise, the Trial Period continues without interruption. Priority Three Priority Three applies if the problem could: o Adversely affect (but not prevent) the accomplishment of an operational or mission essential function,but a Workaround is available, OR o Adversely affect technical or cost risks to the life cycle support of the system, but a workaround is available. o Priority Three problems do not include aborts or loss of data. If not resolved by the end of the Trial Period, the Trial Period continues until resolution. Priority Four Priority Four applies if the problem could: o Any problem related to the System which does not fall within Priority One,Two or Three Priority Four issues should be resolved within the next two new releases and will not prevent the successful completion of the Trial Period. 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com • U, L11111 SYSTEMS Upon successful completion of the Trial Period, the City will grant"System Acceptance"and the warranty period will begin. Basis of Payment Costs for Training and Testing have been borne by Miami-Dade County and no additional compensation will be made. Task 10: Warranty & Maintenance Description of Work Econolite provides a three (3) year warranty beginning on date of shipment on all Econolite products. The standard manufacturer's warranty is applied to third-party products purchased by Econolite. Centracs is warrantied under the existing County software maintenance agreement. The Centracs warranty and maintenance provides unlimited remote technical support via phone and Internet and, of course, our local support team is close-by to answer any questions, solve virtually any problem,and provide assistance to help you get the most productivity out of the new traffic signal system. For issues requiring a deeper level of technical support, a dedicated staff of professionals is also available as needed to supplement the local team. To facilitate access by these individuals, a VPN connection to remotely access the system and assist in diagnostics and troubleshooting has been established. This is a very effective approach and enhances efficiency and reduces staff time for troubleshooting. In addition, software updates can also be loaded remotely through this connection. Basis of Payment Miami-Dade County has pre-negotiated the extended warranty period and no additional compensation will be made. Task 11: Ongoing Maintenance Description of Work Econolite will perform Ongoing Preventive Maintenance once annually for each traffic signal location. The work shall include the following activities: o Display Equipment Inspection • Visually inspect signal and pedestrian displays and verify all indications are operational, note condition and alignment of all heads, note any deficiencies o Detector Verification • Verify proper operation of vehicle detectors, note any faults and reset • Inspect condition of all loops and lead-ins; note sealant failures by street approach, lane and phase • Verify proper operation of pedestrian pushbuttons on all approaches, note failures or other issues • Check push button lamps, audio operation and direction, if applicable 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com 441 1- 0( o)L.,l 7l SYSTEMS o Intersection Infrastructure Inspection • Check condition of pull-boxes; note size and number of any broken or missing lids, crushed boxes and buried boxes • Perform ground-level visual inspection of metal poles for damage, rust, cracked welds, grounding & foundation damage • Perform ground-level visual inspection of hand hole covers on steel poles; secure if necessary and note if missing • Perform ground-level visual inspection of conduit risers; note any repairs needed o Cabinet Inspection • Inspect foundation and exterior for damage and vandalism • Check door gaskets, anchor bolts, base extension bolts; reseal base if water is present • Check for signal plans; verify signal heads are per plan; note any discrepancies • Check/test interior cabinet lamps, fan and thermostat; replace any that are not working properly and note replacements • Check physical condition of meter/service disconnect, line filter and surge arrestor • Ensure all load switches and flashers have a tight and secure fit into the socket • Check for and note any burned, pitted, corroded or discolored contacts and terminals • Visually inspect condition of all relays and note if burned or full of ants; replace if necessary • Ensure all terminal connections and harnesses have a tight and secure fit; check for frayed writing and note if any are found • Visually check condition of all loading resistors o Cabinet Maintenance • Clean and vacuum cabinet; place insect, slug, and rodent control in cabinet, as needed • Replace filter and, if needed, filter frame • Lubricate hinges, lock, and lock cover on cabinet • Remove graffiti, posters,stickers, etc., without damaging the surface of the cabinet o Power and Grounding Service • Measure and record service voltage • Check ground resistance and bonding connections and conductors; record ground reading • Note if control equipment is plugged into GFI o Controller Service • Verify date and time on isolated controllers, if any; note and correct any discrepancies • Check operation of display and backlight on controller; note any issues o Conflict Monitor Service • Replace conflict monitor with a certified unit provided by the City and record conflict monitor identification in notes Preventive Maintenance records will be provided to the County and the City of Sunny Isles, noting all issues detected and the recommended disposition. The dispositions will be annotated as follows: • 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph: (714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com • • • SYSTEMS o Econolite repaired the recorded issue (examples may include minor repairs or other previously agreed upon issues that can be accomplished while the technician is onsite), or o The defective or damaged equipment must be repaired or replaced. In this case, the City may choose to self-perform the work, hire the work out to other contractors, or contract directly with Econolite for the.additional work. This work, as necessary, must be executed in a timely manner so as not to delay the project schedule. Should the City choose to have Econolite repair or replace the defective or damaged equipment, Econolite will perform the work on a time and materials basis and will draw down on the maintenance repair line item in the pricing table. Time and Material cost will be billed at$190 an hour for a Traffic Signal Technician including an aerial lift truck and tools. Material will be billed at cost plus 10%. Basis of Payment Preventative Maintenance will be measured per each intersection, and paid for at the unit rate upon completion of preventive maintenance for each intersection. • • • 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com 01 10C3DWE-,311.,1171 • SYSTEMS Pricing Pricing is valid for sixty days from the date of this quote and includes shipping,but is exclusive of any sales or use taxes. Eft DA alt Price 1k3a,Price 1 Project Management i LS no charge no charge . 2 Centracs License expansion, integration and graphics o Centracs License 1 LS no charge no charge o Server Assessment 1 LS no charge no charge o Intersection Graphics 19 EA $67.00 $1,273.00 o Database Conversions 19 EA $170.00 $3,230.00 o Bench Testing 19 EA $298.00 $5,662.00 o Intersection Properties 19 EA $62.00 $1,178.00 ' o Centracs Adaptive Intersection License 19 EA $1,750.00 $33,250.00 o Centracs Adaptive Integration 19 EA $750.00 $14,250.00 3 Econolite Model 2070LX Controller ASC/3, 19 EA $1,790.00 $34,010.00 j includes turn-on support and training_ 4 Autoscope Encore (per Task 4), 60 EA $6,200.00 $372,000.00 includes turn-on support and training_ _ - 5 B1ueTOAD POE-based Hardware w/Cable 6 EA $6,540.00 $39,240.00 6 Preventive Maintenance o Preventative Maintenance 19 EA $534.00 $10,146.00 o Maintenance Repair 1 T&M $50,000.00 $50,000.00 7 Installation o Controllers 19 EA $250.88 $4,766.72 o Detection 60 EA $1,535.60 $92,136.00 • 0 B1ueTOAD 6 EA $1,179.28 $7,075.681 8 Pullbox Replacement 76 EA $3,118.00 $236,968.00 [ 9 Training and Testing 1 LS no charge no charge 10 Warranty 1 _ LS no charge no charge 11 Ongoing Maintenance - { o Year Two Annual Preventive 19 EA $550.00 $10,450.00 Maintenance o Year Three Annual Preventive • 19 EA $566.50 $10,763.50 Maintenance o Year Two Maintenance Repair 1 LS $50,000.00 $50,000.00 o Year Three Maintenance.Repair 1 LS $50,000.00 $50,000.00 Total $1,026,398.90 This is a budgetary estimate only. The quantities,and product lines may vary(up or down)when final scope is revised. i 1250 N.Tustin Avenue 0 Anaheim,California 92807 0 Ph:(714)238-9277 0 Fax:(714)630-1973 econolite.com 0 feedback.econolite.com • 4/5/2018 Item Coversheet in pur±r �,s- F;e City of Sunny Isles Beach :_`}n 18070 Collins Avenue " „ I= Sunny Isles Beach, Florida 33160 -, ,,,-wl-0./ e (305)947-0606 City Hall f`,,,,r s o ,.s° (305)949-3113 Fax MEMORANDUM • TO: The Honorable Mayor and City Commission VIA: Christopher J. Russo, City Manager FROM: Claudia C. Hasbun, Planning and Zoning Director DATE: 4/19/2018 RE: Adaptive Signalization Agreement with Econolite RECOMMENDATION: • This Resolution is presented for your consideration. REASONS: • As part of our Transportation Master Plan, it was recommended that the City improved the infrastructure relating to traffic lights at intersections. This technology will be able to optimize the timing and phasing based on live traffic flow. This agreement is the first step to implement technology upgrades, the next phase will be to enter into an interlocal agreement with Miami-Dade County and the Department of Traffic and Public Works. Econolite is the first and only vendor that provides Transit Signal Priority (TSP) functionality in Miami-Dade County, therefore we are requesting a waiver of bid pursuant Code Section 62-12, Waiver of Competitive Bidding Procedures. For your references, the Town of Miami Lakes and Miami-Dade County have issued waivers of bid as well. FUNDING SOURCE: 300-5-5410-465000-99008 Item Number: 10.A. • https://sunnyisles.novusagenda.com/AgendaWeb/CoverSheet.aspx?ItemID=2325 1/1