HomeMy WebLinkAbout090721-05.3 ADMINISTRATIVE STAFF REPORT 5.3
TO: Mayor and Town Council September 7, 2021
SUBJECT: Resolution No. 52-2021, authorizing the Town Manager to execute a contract
with Econolite Group, Inc. to purchase and install traffic signal controller
and communications equipment as part of CIP No. C-545, Traffic Signal
Controller Upgrade
BACKGROUND
This contract would replace and install new traffic signal controller equipment and
upgrades to traffic signal communications equipment. These upgrades are planned as part
of Capital Improvement Program (CIP) Project No. C-545 (Attachment B). This is the second
phase of the project. The first phase was completed in September 2020 and consisted of the
replacement of traffic signal controllers and communications equipment at 25 intersections,
and a new traffic management software system.
DISCUSSION
The Town’s traffic signal network consists of 60 traffic signals, of which 54 are owned and
maintained by the Town, while the remaining 6 are owned and maintained by Caltrans.
Currently, 29 of the Town’s traffic signals continue to operate on a system that utilizes 170E
traffic signal controllers (“controllers”). Controllers are essentially computers that operate
all functions of a signalized intersection. Each signalized intersection contains one
controller that is housed within a signal cabinet. However, in 2020 the 170E controllers were
discontinued with the emergence of new traffic signal control and management
technologies.
In 2020, as part of Phase I of the project, staff extensively researched and evaluated traffic
signal hardware and software options. This included collecting feedback from local
agencies and peers, conducting site visits, and observing demonstrations and testing
provided by vendors and manufacturers. Based on this evaluation, the traffic signal
controller hardware and traffic management software system manufactured by Econolite
Group, Inc. of Anaheim, CA (Attachment C) was selected to replace the Town’s current
controller hardware and software system. The specific system components are included in
Attachment D.
Project Schedule and Phasing
As previously described, replacement of traffic signal controllers and communication
Authorizing purchase and installation 2 September 7, 2021
of traffic signal controller and
communications equipment, CIP C-545
equipment at 25 Town-owned intersections, and a new traffic management software system
was completed in September 2020. Phase 2 represents the final phase of this project and
consists of the replacement of traffic signal controllers and communication equipment at the
Town’s remaining 29 signalized intersections, summarized as follows (Table 1):
Table 1 - Schedule & Phasing
Year Task Locations (corridors) Status
FY 20/21 Installation of 25 traffic signal
controllers, network switches,
software system (Phase 1)
Camino Tassajara/Crow
Canyon Road/Sycamore
Valley Road
Completed
FY 21/22 Installation of 29 traffic signal
controllers and network
switches (Phase 2)
San Ramon Valley Blvd./
Camino Ramon/Railroad
Ave./Diablo Road/El
Cerro Blvd./Hartz Ave
January/February
2022
Similar to the first phase of the project, there will be no disruptions to the operation and
function of the signalized intersections along the corridors during installation. Work will
be performed on weekdays during midday hours only and will not interfere with school
and commute peak-period traffic. The new controllers do not require replacement of the
Town’s existing traffic signal cabinets or other internal hardware components.
The contract amount for the project is $174,955 and has previously been appropriated in CIP
Project No. C-545. The project cost includes additional software licensing, integration of the
new controllers with the Town’s existing Econolite traffic management software system,
field installation and equipment testing, and additional staff training (Attachment E).
This project has been found to be Categorically Exempt from the California Environmental
Quality Act (CEQA) according to Guidelines Section 15301 (Class 1). A Notice of Exemption
will be filed with the Contra Costa County Clerk, attesting to this finding.
PUBLIC CONTACT
Posting of the meeting agenda serves as notice to the general public.
FISCAL IMPACT
Sufficient funds have been appropriated in the Capital Improvement Program to cover the
project costs.
Authorizing purchase and installation 3 September 7, 2021
of traffic signal controller and
communications equipment, CIP C-545
RECOMMENDATION
Adopt Resolution No. 52-2021, authorizing the Town Manager to execute a contract with
Econolite Group, Inc. to purchase and install traffic signal controller and communications
equipment as part of CIP No. C-545, Traffic Signal Controller Upgrade.
Prepared by:
Majid Hafezieh
Traffic Engineering Associate
Reviewed by:
Tai J. Williams
Assistant Town Manager
Attachments: A - Resolution No. 52-2021
B - CIP Page C-545
C - Econolite References
D - Equipment Information
E - Phase 2 System Supply Agreement /Cost Proposal
RESOLUTION NO. 52-2021
AUTHORIZING THE TOWN MANAGER TO EXECUTE A CONTRACT WITH
ECONOLITE GROUP, INC. TO PURCHASE AND INSTALL TRAFFIC SIGNAL
CONTROLLER AND COMMUNICATIONS EQUIPMENT AS PART OF
CIP NO. C-545, TRAFFIC SIGNAL CONTROLLER UPGRADE
WHEREAS, the Danville Town Council has previously approved funding in the 2021/22
Capital Improvement Program for Traffic Signal Controller Upgrade, CIP No. C-545; and
WHEREAS, the Town owns and maintains a traffic signal network consisting of 54
interconnected traffic signals and a central traffic management system; and
WHEREAS, in September 2020, the Town completed the replacement of traffic signal
controllers and communication equipment at 25 intersections, and the installation of a
new traffic management software system as Phase 1 of CIP No. C-545; and
WHEREAS, the Town’s remaining 29 signalized intersections are operating with traffic
signal controller hardware and a central traffic management system that is approaching
the end of useful service life and are due for replacement; and
WHEREAS, the Town has identified the need to replace traffic signal controllers at the
following 29 signalized intersections:
1.San Ramon Valley Boulevard – Ridgeland Drive
2.San Ramon Valley Boulevard – Greenbrook Drive
3.San Ramon Valley Boulevard – Fountain Springs Drive
4.San Ramon Valley Boulevard – Elworthy Ranch Road
5.San Ramon Valley Boulevard – Podva Road
6.San Ramon Valley Boulevard – Sycamore Valley Road
7.San Ramon Valley Boulevard – Sycamore Square
8.San Ramon Valley Boulevard – Town and Country Drive
9.San Ramon Valley Boulevard – Iron Horse Trail
10.San Ramon Valley Boulevard – Railroad Avenue – Hartz Way
11. Hartz Way – Front Street
12.Railroad Avenue – Church Street
13.Railroad Avenue – Hartz Avenue – Danville Boulevard
14.Danville Boulevard – El Cerro Boulevard
15.El Cerro Boulevard – La Gonda Way
16.Diablo Road – Hartz Avenue
DocuSign Envelope ID: 08268992-4518-418A-B288-4CA661AF1CDF
ATTACHMENT A
PAGE 2 OF RESOLUTION NO. 52-2021
17.Diablo Road – Front Street
18.Diablo Road – El Pintado Road
19.Diablo Road – Camino Tassajara
20.Diablo Road – El Cerro Boulevard – Ackerman Drive
21.Diablo Road – Matadera Way
22.Diablo Road – Green Valley Road – McCauley Road
23.Green Valley Road – Blemer Road – Cameo Drive
24.Camino Ramon – Rose Garden
25.Camino Ramon – El Capitan Drive
26.Camino Ramon – Greenbrook Drive
27.Stone Valley Road – Monte Vista High School
28. Blackhawk Road – Blackhawk Plaza
29. Blackhawk Road – Silver Maple Drive
WHEREAS, the Town has conducted its due diligence in its research and evaluation of
replacement traffic signal controller hardware components; and
WHEREAS, traffic signal controller equipment manufactured and supplied by Econolite
Group, Inc. was found to best-serve current and future requirements of the Town’s traffic
signal operations and network; and
WHEREAS, traffic signal controllers manufactured and supplied by Econolite Group,
Inc. meet the specifications, protocol and requirements for operation of traffic control
devices as specified in the current edition of the California Manual on Uniform Traffic
Control Devices (CA MUTCD), the California Highway Design Manual, the Federal
Highway Administration’s (FHWA) Traffic Control Systems Handbook, and the
National Transportation Communications for Intelligent Transportation Systems
Protocol (NTCIP); and
WHEREAS, the Town’s Transportation Manager has recommended entering into a
professional services agreement with Econolite Group, Inc. of Anaheim, California for
the purchase and installation of traffic signal controller equipment; and
WHEREAS, the project has been found to be Categorically Exempt from the California
Environmental Quality Act (CEQA) according to Guidelines Section 15301 (Class 1); now,
therefore, be it
RESOLVED, by the Danville Town Council, that the Town Manager be and hereby is
authorized to execute, on behalf of the Town, a professional services agreement and
purchase order with Econolite Group, Inc. of Anaheim, California, in the amount of
$174,955 for the purchase and installation of traffic signal controller and communications
equipment.
DocuSign Envelope ID: 08268992-4518-418A-B288-4CA661AF1CDF
PAGE 3 OF RESOLUTION NO. 52-2021
APPROVED by the Danville Town Council at a regular meeting on September 7, 2021,
by the following vote:
AYES:
NOES:
ABSTAINED:
ABSENT:
______________________________
MAYOR
APPROVED AS TO FORM: ATTEST:
_______________________________ ______________________________
CITY ATTORNEY CITY CLERK
DocuSign Envelope ID: 08268992-4518-418A-B288-4CA661AF1CDF
ATTACHMENT B
Econolite Group, Inc
Company Overview
Econolite Group, Inc
This document is intended to describe Econolite’s team, clients, and overall business strategy.
Econolite has been a leader in the transportation industry for over 85 years, and we are solely
focused on the traffic and transportation industry.
Econolite
Econolite began in 1933, with a single product with a unique
innovation, a stop sign with a flashing beacon that turned off
during the daytime, extending bulb life and reducing power
consumption. That product shared its name with the company,
“ECONOLITE.” Econolite never stopped innovating and is now
one of the largest, most established providers of traffic control products, technology, systems, and support in the industry.
Today, the Econolite family includes our product group, Econolite
Control Products, Inc. and Econolite Canada, our services group,
Econolite Systems, Inc. (ESI), and world-class expertise in
Connected and Automated Vehicles provided by CAVita.
Together, the Econolite family employs 728 people throughout
North America. Econolite is headquartered in Anaheim, California, with offices throughout the US and
Canada.
Econolite Systems, Inc., was launched in 2009 to offer professional services in the same tradition of
quality and customer support that Econolite brings to its products. Econolite Systems combines the
industry-leading products of Econolite, with professional engineering and technical services tailored
to each customer’s needs. Econolite Systems offers core competencies in the following areas:
Engineering. Econolite Systems offers engineering support to customers for systems engineering
and design, communications design, and system optimization. Our staff of engineers work hand in
hand with Econolite and our customers wherever engineering services are needed.
Software Development and System Delivery. Econolite Systems provides software development
services for system and controller software customization. In addition to the industry-leading line of
software products such as Centracs, Econolite Systems offers the ability to develop custom software
and additional functionality for existing and new systems.
Installation and System Integration. Econolite Systems offers installation and integration as part of a one-stop shop solution. This capability includes project management, device and communications
ATTACHMENT C
Econolite Group, Inc
Company Overview
installation, construction of supporting infrastructure, and system integration, bringing together all
the discrete components into a functional, effective system.
Maintenance and Operations – Econolite Systems also provides traffic signal, communications, and
ITS maintenance services. We currently maintain over 10,000 ITS devices, with over 30 licensed
electricians and technicians.
Company’s Customer Base
Econolite has been deploying traffic
management systems for well over thirty
years. Econolite’s Centracs, the industry-
leading Advanced Traffic Management
System (ATMS) software, has been adopted
by numerous agencies in the United States.
We are not aware of any other ATMS
application with over 290 systems under
contract including licenses for over 40,000
intersections. More impressive though, is
that 271 of those systems have been installed and 96% of those have passed
complete acceptance testing with the
balance underway. Figure 1 here shows
current deployments of Centracs including
Centracs ATMS, Centracs Adaptive, and
Centracs SPM.
These statistics highlight some key insights on Centracs:
•289 agencies chose Centracs – Centracs is an ATMS system unlike any other on the market
today. Agencies recognize its capability and have selected it over the competition nearly 300
times.
•272 systems installed – Centracs is very straightforward to install and integrate – we
frequently perform installations in virtual machine (VM) environments remotely from our
development center in Colorado Springs, CO.
•261 systems accepted – Centracs is a robust system that works well after installation. Prior to
the system release and introduction, it was extensively tested at Econolite customer sites.
Before the first system was sold, Centracs already had months of actual field operating
experience. The result has been a solid system from its first production release.
Figure 1 - North America Centracs
Econolite Group, Inc
Company Overview
Regional References: San Francisco Bay Area/ Sacramento Valley
Regional Agency Centracs
ATMS
Aries ATMS
(Pre-Centracs)
Cobalt
Controller
2070
Controller
Folsom; City of
Rancho Cordova; City of
West Sacramento; City of
Vacaville; City of
Sacramento; County of
San Rafael; City of
Davis; City of
Lodi; City of
Los Gatos; Town of
Mountain View; City of
Redwood City; City of
Stanislaus; County of
Alameda; City of
Santa Cruz; County of
Sacramento; City of
CA Dept of Transportation
(Caltrans)
Controller hardware only (3rd party/ proprietary software)
Econolite Group, Inc
Company Overview
Southern CA Centracs Users: Greater Los Angeles Region
Centracs Agency
Centracs Users:
Greater Los Angeles
Anaheim; City of La Quinta; City of Placentia; City of
Brea; City of La Verne; City of Rancho Cucamonga; City of
Compton; City of Laguna Hills; City of Redondo Beach; City of
Costa Mesa; City of Mission Viejo; City of Santa Fe Springs; City of
Fontana; City of Newport Beach; City of Simi Valley; City of
Garden Grove; City of Norwalk; City of South Gate; City of
Glendora; City of Ontario; City of Thousand Oaks; City of
Irvine; City of Orange County; City of Torrance; City of
Los Angeles; County of Orange; City of Tustin; City of
ATTACHMENT D
ESI System Supply Agreement Page 1 8-20-21
SYSTEM SUPPLY AGREEMENT
THIS SYSTEM SUPPLY AGREEMENT (this “Agreement”) is made and entered into by and between Town of Danville,
California, with its principal address at 510 La Gonda Way, Danville, California 94526 (hereinafter referred to as
“Agency”), and Econolite Systems, Inc., a California corporation located at 1250 N. Tustin Avenue, Anaheim, California
92807 (hereinafter referred to as “Econolite Systems”).
I. RECITALS
A. Econolite Systems, and its affiliate, Econolite Control Products, Inc. (collectively referred to as
“Econolite”), develop, manufacture, supply, install and integrate traffic control equipment, advanced and
intelligent traffic management systems, and communications networks.
B. Econolite Systems, alone and in partnership with others, has developed proprietary software systems,
including the communication and advanced traffic control system registered as “Centracs®”.
C. Agency desires to employ Econolite Systems to furnish, integrate and test hardware and software
systems to provide a fully operational Centracs® advanced traffic management system.
AGREEMENT
NOW, THEREFORE, the Parties hereto agree as follows:
II. SCOPE OF WORK
Econolite Systems and Agency, for the mutual consideration hereinafter set forth, agree that the services shall conform
to Exhibit A - Econolite quote dated August 13, 2021, attached and incorporated herein by reference, except where
modified by this Agreement.
In this scope of work, Econolite Systems shall deliver the following materials and services on or before the delivery dates
agreed to during the project kickoff meeting.
Deliverables Section
•Supply of Econolite Cobalt Classic RM Controllers (31 controllers)
•On-site controller turn on support (29 intersections)
•Controller database conversion services (29 intersections)
•Centracs signal graphic development service (29 intersections)
•Cabinet Battery Backup field verification and Centracs alarm setup (29 intersections)
•Supply of Etherwan ED3575-622 switches with turn on support (26 switches)
TOTAL AGREEMENT PRICE: $174,955.00
III. DELIVERY SCHEDULE
Econolite Systems shall provide the Centracs® system and deliverables in accordance with the milestone schedule
defined and agreed to during the project kickoff meeting with Agency.
ATTACHMENT E
ESI System Supply Agreement Page 2 8-20-21
IV. PAYMENT TERMS
The materials and services listed under Section II above establish invoicing and payment milestones under this
Agreement. Payment for all invoices shall occur within thirty (30) days. All computer equipment will be shipped F.O.B.
Anaheim, California. All cabinets, controllers and field components will be shipped F.O.B. Anaheim, California
Econolite Systems shall not be liable for delays in delivery or in performance or failure to manufacture or deliver, due to
causes which are unavoidable or beyond its reasonable control, acts of God, acts of Agency, acts of civil or military
authority, fires, strikes or other labor disturbances, floods, epidemics, war, riot, delays in transportation, or inability on
account of causes beyond its reasonable control to obtain necessary labor, materials, components or manufacturing
facilities. In the event of any such delay, the date of delivery or of performance shall be extended for a period equal to
the time lost by reason of the delay. If the delay is due to causes other than attributable to Agency, and is such that the
delivery of services voids the essential period for this contract, Agency may cancel this contract upon thirty (30) days
written notice.
This Agreement is made subject to any federal, state or local allocations, priorities, restrictions or regulations now or
hereafter in effect; or allocations imposed upon Econolite Systems by Econolite Systems’ suppliers or for delays caused
by failure of its supplier to deliver parts to Econolite Systems.
The compensation set forth in this paragraph shall be the total compensation for hardware, software and services
provided by Econolite Systems under this Agreement, including all out of pocket expenses incurred. Payment shall be
made per the following:
Computer Hardware & Equipment - 100% upon shipment of material(s)
Software, Installation & Integration - 85% of total system price less hardware upon completion of installation
Training - 10% of total system price less hardware upon completion of training
Acceptance Test - 5% of total system price less hardware upon completion of test
Field Equipment - 100% upon shipment of material(s)
Field Modification labor - 100% upon completion of work
V. PAYMENTS EARNED
Agency acknowledges that the rights of Econolite Systems in and to the consideration payable by Agency under Section
II are absolute and unconditional upon completion of the discrete tasks set forth in said section of this Agreement,
notwithstanding that the payment dates may be set at a time later in the future than the performance date.
In the event of default by Agency and Agency failing to cure such default within thirty (30) days from receiving Econolite
Systems’ written notice of Agency default, Econolite Systems shall be entitled, at its option, to upon written notice to
Agency, declare all unpaid payments, plus all other amounts payable by Agency, hereunder, to be immediately due and
payable, plus accrued interest equivalent to 1.5% per month, compounded monthly. The remedies referred to or set
forth herein shall be cumulative and any single or partial exercise of any remedy shall not preclude any other or further
exercise thereof or of any other remedy.
VI. SALES AND SIMILAR TAXES
Econolite Systems’ price does not include sales, use, excise or similar taxes. Consequently, in addition to the price
specified herein, the amount of any present or future sales, use, excise, or other tax or government-imposed fee or tariff
applicable to the sale or use of the equipment hereunder shall be paid by Agency, or in lieu thereof Agencyr shall provide
Econolite Systems with a tax exemption certificate acceptable to taxing authorities.
VII. CANCELLATION AND “HOLD” CHARGES
Agency may cancel, place a “stop notice” or delay the completion of performance of Econolite Systems upon 30 days
written notice in advance to Econolite Systems. In the event of any such action, Agency shall make payment to
ESI System Supply Agreement Page 3 8-20-21
Econolite Systems of reasonable and proper cancellation charges, and/or appropriate costs associated with the delay
and/or “holds”. In addition to the purchase price as agreed upon herein, Agency agrees to make payments to Econolite
Systems for labor and materials expended (including overhead and G & A costs) directly attributable to the delays,
“holds” or cancellation caused by Agency. Agency may cancel this order, if after written notice to Econolite Systems and
thirty (30) days to cure, Econolite Systems fails to fulfill in a timely manner its obligations under this agreement.
VIII.WARRANTY
Econolite Systems warrants to Agency that all software and equipment to be delivered hereunder will be free from
defects in material or workmanship and will be of the kind and quality designated or specified by Econolite Systems
herein. This warranty shall apply only to defects appearing within one year from the date of shipment by Econolite
Systems for Econolite system software and controller software and two years from the date of shipment by Econolite
Systems for hardware products manufactured by Econolite. All other equipment not manufactured by Econolite carries
the manufacturer’s standard warranty. If Econolite Systems installs the Econolite manufactured equipment, software or
supplies technical directions of installation by contract, the warranty period shall run from the completion of installation,
provided same is not unreasonably delayed by Agency.
If the Econolite manufactured equipment delivered hereunder does not meet the above warranty, and if Agency promptly
notifies Econolite Systems in writing, Econolite Systems shall thereupon correct any defect, including non-conformance
with the specifications, either (at its option) by repairing any defective or damaged parts of the equipment, or by making
available at Econolite’s plant necessary replacement parts.
Agency will return the defective product to Econolite Systems, at Agency’s expense. Econolite Systems, in coordination
with Econolite, shall repair or replace the defective item and return it to Agency at Econolite Systems’ expense.
The liability of Econolite Systems under this warranty, or for any loss or damage to the equipment whether the claim is
based on contract or negligence, shall not in any case exceed the cost of correcting defects in the equipment as herein
provided and, upon the expiration of the warranty period, all such liability shall terminate. The foregoing shall constitute
the exclusive remedy of Agency and the exclusive liability of Econolite Systems.
The foregoing warranty is exclusive and in lieu of all other warranties whether written, oral, implied or statutory. NO
WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. Econolite Systems does not
warrant the equipment of any other manufacturer designated by Agency. Econolite Systems shall supply to Agency, in a
timely manner, any Econolite software revisions of the standard software modules to correct “bugs” or deficiencies,
which would appear within one (1) year from the date of final acceptance of the standard advanced traffic management
system.
IX. REPRESENTATIONS
Non-infringement - Econolite Systems represents that to the best of its knowledge the technology embodied in the
products sold herein does not infringe upon a United States patent or United States copyright in effect as of the Effective
Date.
Authority - Each Party represents as follows: (a) that it has full power and authority to execute, deliver and perform its
obligations under this Agreement; (b) that there are no actions, proceedings or investigations pending or, to the best of
each Party’s knowledge, threatened against such Party which may in any manner whatsoever materially affect the
enforceability of this Agreement or the rights, duties and obligations of the Parties hereunder; and (c) that the execution,
delivery and performance of this Agreement will not constitute a breach or default under any agreement, law or court
order under which such Party is a party to or may be bound or affected by or which may affect the rights, duties and
obligations hereunder.
No Other Representations - Each Party acknowledges and agrees that it is relying on no representation of the other
Party except as expressly set forth herein.
ESI System Supply Agreement Page 4 8-20-21
X. LIMITATION OF LIABILITY
Except for negligence and/or intentional acts, Econolite Systems’ liability on any claim for loss or damage arising out of,
connected with, or resulting from this Agreement, or from the performance or breach thereof, or from the design,
manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation or use of
any software and equipment covered by or furnished under this contract shall be limited to the Agreement total price or
actual direct damages, whichever is less. Econolite Systems’ liability extends only to products provided and services
performed during the period in which an active warranty or support agreement is in effect. In no event shall Econolite
Systems be liable at any time for special or consequential damages including but not limited to loss of profits or revenue,
loss of data, loss of use of the equipment, or any associated equipment, cost of capital, downtime costs, or claims of
Agency for such damages.
Econolite Systems will not be liable for any claims or back charges on behalf of the Agency arising out of this contract
unless they are made in a reasonable time and supported in writing within thirty (30) days from the date on which the
Agency becomes aware of same, giving full details, including costs incurred, if any. Claims not presented within such
time limit shall be deemed to have been waived by the Agency. Econolite Systems will be given reasonable opportunity
and access to investigate the merits of such claims or back charges and its liability limited as above.
XI. INDEMNIFICATION
Notwithstanding the limitations on liability imposed under Section X, “Limitation of Liability” hereof, Econolite Systems
shall indemnify, defend and hold harmless Agency, and its officers, agents and employees, or any of them from any and
all suits, liability, reasonable attorneys’ fees and costs of litigation damages to the extent arising out of any negligent or
intentional act, error or omission of Econolite Systems, its officers, agents, employees, or any of them relating to or
arising out of the performance of this Agreement; except to the extent those actions, claims, liabilities, obligations,
judgments, expenses or damages arising out any negligent or intentional act, error or omission of the Agency, and its
officers, agents and employees.
If a final judgment is rendered against the Agency, its officers, agents, employees and/or any of them, or jointly against
Agency and Econolite Systems and their respective officers, agents and employees, or any of them, Econolite Systems
shall satisfy the same to the extent that such judgment was due to Econolite Systems’ negligent acts or omissions.
XII. LICENSES
Econolite Systems will provide Agency, for exclusive use by Agency, a fully paid non-exclusive, non-transferable product
software license for the Centracs® products and their specific licensing limits set forth under Section II (Scope of Work).
Agency shall be entitled to:
a) Use the licensed programs but only in machine-readable form on licensed computers.
b) Use the support material supplied but only as required to support the use of the licensed programs.
c) Make only as many backup copies of the licensed programs in machine readable form as required to support
the use of the licensed programs on each computer. All backup copies must include the copyright notice in the
original form as it appears on the licensed programs.
Agency may not copy, modify, adapt, merge, disassemble, decompile or distribute the software, its documentation or
create derivative works based upon the software. None of the support material in human readable form included with the
licensed programs may be copied in any way. Agency may print any screen the software will allow; however, no
copyright notices may be removed from the printing.
The licensed programs and support material included with this Agreement are confidential information that is the
property of Econolite Systems. The licensed programs, program concepts or any of the support materials shall not be
made available to any other party or organization without the written consent of Econolite Systems.
ESI System Supply Agreement Page 5 8-20-21
Title to all intellectual property rights including patent, trademark, copyright and trade secret rights and title to all
ownership rights and all copies of and all media bearing the licensed programs, support materials and program concept
shall remain in Econolite Systems.
XIII. DATA RIGHTS
Agency shall retain ownership and associated rights of traffic data generated by the system provided under this
Agreement (the “data”). Agency may not sell or transfer the data to any private entities for purposes not directly related to
Agency activities without the prior written consent of Econolite Systems. In furtherance of Econolite Systems’
commitment to the advancement of future system-based technologies and the betterment of the nation’s traffic
management planning, Agency shall provide use of the data to Econolite Systems at Econolite Systems’ request.
Econolite Systems shall notify Agency prior to transfer of the data to private entities.
XIV. CONFIDENTIAL INFORMATION
Confidential Information - In the performance of this Agreement or in contemplation thereof, the Parties and their
respective employees and agents may have access to private or confidential information owned or controlled by the
other Party and such information may contain proprietary details and disclosures. All information and data identified in
writing as proprietary or confidential by either Party (“Confidential Information”) and so acquired by the other Party or its
employees or agents under this Agreement or in contemplation thereof shall be and shall remain the disclosing Party’s
exclusive property. The recipient shall use all reasonable efforts (which in any event shall not be less than the efforts the
recipient takes to ensure the confidentiality of its own proprietary and other confidential information) to keep, and have its
employees and agents keep, any and all “Confidential Information” confidential, and shall not copy, publish or disclose it
to others, nor authorize it’s employees, agents or anyone else to copy or disclose it to others without the disclosing
Party’s written approval; nor shall the recipient make use of the “Confidential Information” except for the purposes of
executing its obligations hereunder, and (except as provided for herein) shall return the Confidential Information and data
to the first Party at its request. Agency’s duty to maintain confidentiality as described hereunder shall be subject to the
laws of the State of California.
Excluded Information - The foregoing conditions will not apply to information or data which is, or which becomes
generally known to the public by publication or by any means other than a breach of duty on the part of the recipient
hereunder, is information previously known to the recipient, is information independently developed by or for the recipient
or is information generally released by the owning Party without restriction.
Right to Injunctive Relief - Because of the unique nature of the Confidential Information, the Parties agree that each
Party may suffer irreparable harm in the event that the other Party fails to comply with any of its obligations under this
Article, and that monetary damages may be inadequate to compensate either Party for such breach. Accordingly, the
Parties agree that either Party will, in addition to any other remedies available to it at law or in equity, be entitled to seek
injunctive relief to enforce the terms of this Article.
XV. SOFTWARE UPDATES & NEW FEATURES
Software updates for the basic product system are included in the annual system update or through scheduled software
releases during the warranty period or active system support agreement period. Additional modules to the basic product
system may be made available to Agency from time to time. Upon delivery to Agency, the additional modules will
become part of the proprietary software systems and will be subject to the provisions of this Agreement.
ESI System Supply Agreement Page 6 8-20-21
XVI. COMPLIANCE WITH ALL LAWS
Econolite Systems shall, at its sole expense, comply with all of the requirements of County, State and Federal laws now
in force pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this
Agreement all ordinances, statutes, rules or regulations now in force.
XVII. INDEPENDENT CONTRACTOR
This Agreement calls for the performance of services of Econolite Systems as an independent contractor. Econolite
Systems is not an agent or employee of Agency for any purpose and is not entitled to any of the benefits provided by
Agency to its employees. This Agreement shall not be construed as forming a partnership or any other association with
Econolite Systems other than that of an independent contractor.
XVIII. INSURANCE AND BONDS
Econolite Systems shall maintain for the duration of this contract the following types of insurance:
a) Automobile liability insurance (minimum $2.5 Million)
b) Commercial general liability insurance (minimum $2.5 Million)
c) Worker’s compensation insurance (per state requirement)
d) Product Liability Insurance (minimum $2.5 Million)
The insurance required hereunder shall be primary and maintained until all work required and all material to be supplied
under the terms of this Agreement is satisfactorily completed as evidenced in writing by an authorized representative of
Agency.
XIX. ADVERTISING
Econolite Systems may include Agency in its list of Centracs® customers in any advertising or publicity materials.
XX. EXECUTION
This Agreement is effective upon execution. It is the product of negotiation and all Parties are equally responsible for the
authorship of this Agreement.
XXI. NOTICES
The notices relative to this Agreement shall be given in writing and shall be personally served, sent by registered mail or
email with confirmation by addressee that it was received. The Parties shall be addressed as follows, or at any other
address designated by notice:
Econolite Systems, Inc.: Econolite Systems, Inc.
1250 N. Tustin Ave, Anaheim, CA 92807
Attention: Christopher Flores
Title: Manager, Project Delivery
Phone: (714) 575-5619
Email: cflores@econolite.com
Agency: Town of Danville, California
510 La Gonda Way
Danville, California 94526
ESI System Supply Agreement Page 7 8-20-21
Attention: Andrew Dillard
Title: Transportation Manager
Phone: (925) 314-3384
Email: adillard@danville.ca.gov
XXII.FORUM
Any lawsuit pertaining to any matter arising under, or growing out of this Agreement shall be instituted in the State of
California.
XXIII.ASSIGNMENT
This Agreement shall not be assigned by any Party, or any Party substituted, without prior written consent of Agency and
Econolite Systems.
XXIV.MERGER AND MODIFICATION
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 Systems. 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.
XXV.ATTORNEYS’ FEES
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 its attorneys' fees
and other costs reasonably incurred in such action or proceeding.
XXVI.COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same instrument.
XXVII.OTHER MATTERS
Severability - In the event any of the provisions of this Agreement shall, for any reason, be held void or unenforceable,
the remaining provisions shall remain in full effect and shall control.
Invalidity - Any provisions of this Agreement prohibited by the law of any state shall, as to said state, be ineffective to
the extent of such prohibition without invalidating the remaining provisions of this Agreement.
Force Majeure - Should any obligation of either Party hereunder (except with respect to timely payment of invoices) 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.
Absence of Third Party Beneficiary Rights - Except as otherwise provided in this Agreement, no provision of this
Agreement is intended, nor shall be interpreted, to provide or create any third party beneficiary rights or any other rights
of any kind in any affiliate or subsidiary, and all provisions hereof shall be personal solely between the Parties hereto.
Headings - Article and Section headings are included solely for convenience, are not to be considered a part of this
Agreement nor are they intended to be full and accurate descriptions of the contents thereof.
ESI System Supply Agreement Page 8 8-20-21
Survival - The following provisions shall survive the expiration, cancellation or early termination of this Agreement:
Sections V, VII, VIII, IX, X, XII, and XIII and any other provision which by its nature shall survive the expiration,
cancellation or early termination of this Agreement.
ESI System Supply Agreement Page 9 8-20-21
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of ____________, 2019.
ECONOLITE SYSTEMS, INC.
__________________________________
Approving Authority
__________________________________
Printed Name - Title
AGENCY
__________________________________
Approving Authority
__________________________________
Printed Name - Title
Attachments:
Exhibit A – Econolite quote dated August 13, 2021
August 13, 2021
Mr. Andrew Dillard
Transportation Manager
Town of Danville
510 La Gonda Way
Danville, California 94526
Subject: Town of Danville Centracs Phase 2 Signal Expansion
Dear Mr. Dillard:
Econolite Systems, Inc. is pleased to submit our quote in response to the request from the Town. As
an integral member of the Econolite family, Econolite Systems was formed in 2009 to complement
the Econolite brand. While Econolite has established a long-standing reputation for quality and
innovation in traffic control products, Econolite Systems is focused on the delivery of projects and
the unique needs and requirements they bring, including systems engineering, ITS installation,
integration, custom software development, and deployment of communications networks. Simply
put, Econolite Systems combines the industry-leading products of Econolite with professional
engineering and technical services to meet your needs.
For this project, Econolite Systems is joined by our Team member – WPS. The Econolite Team will
work together with the Town to achieve project goals and objectives. We are confident that the great
efforts made on the first project will carry through to this project expansion and again meet the
Town’s project objectives.
We appreciate your consideration and look forward to the opportunity to participate in this important
project expansion. If you require additional information regarding our proposal, please feel free to
contact me at 714.408.6132 or cflores@econolite.com
Sincerely,
Econolite Systems, Inc.
Christopher Flores
Manager, Project Delivery
Econolite Systems Quote
Town of Danville Centracs Phase 2 Signal Expansion
August 13, 2021
Econolite Systems, Inc. is pleased to offer you the following quotes at the prices and terms set
forth in this letter and subject to agreement on terms in any resultant contract/agreement.
Town of Danville Centracs Phase 2
Danville, CA
2
ITEM # Item Description Unit Qty Total
1 Cobalt RM Controller and Turn on LS 1 $89,415
Scope: Econolite Systems quote includes pricing to supply the following items.
•Quantity: 29 Cobalt Rackmount controllers - COBSRM22120120000
•Turn on support, provided by ECPI, at 29 locations
•List of Intersections:
1.San Ramon Valley Boulevard – Ridgeland Drive
2.San Ramon Valley Boulevard – Greenbrook Drive
3.San Ramon Valley Boulevard – Fountain Springs Drive
4.San Ramon Valley Boulevard – Elworthy Ranch Road
5.San Ramon Valley Boulevard – Podva Road
6.San Ramon Valley Boulevard – Sycamore Valley Road
7.San Ramon Valley Boulevard – Sycamore Square
8.San Ramon Valley Boulevard – Town and Country Drive
9.San Ramon Valley Boulevard – Iron Horse Trail
10.San Ramon Valley Boulevard – Railroad Avenue – Hartz Way
11.Hartz Way – Front Street
12.Railroad Avenue – Church Street
13.Railroad Avenue – Hartz Avenue – Danville Boulevard
14.Danville Boulevard – El Cerro Boulevard
15.El Cerro Boulevard – La Gonda Way
16.Diablo Road – Hartz Avenue
17.Diablo Road – Front Street
18.Diablo Road – El Pintado Road
19.Diablo Road – Camino Tassajara
20.Diablo Road – El Cerro Boulevard – Ackerman Drive
21.Diablo Road – Matadera Way
22.Diablo Road – Green Valley Road – McCauley Road
23.Green Valley Road – Blemer Road – Cameo Drive
24.Camino Ramon – Rose Garden
25.Camino Ramon – El Capitan Drive
26.Camino Ramon – Greenbrook Drive
27.Stone Valley Road – Monte Vista High School
28.Blackhawk Road – Blackhawk Plaza
29.Blackhawk Road – Silver Maple Drive
Assumptions:
•Cabinet is in working order.
•No additional wiring/cabling required.
Town of Danville Centracs Phase 2
Danville, CA
3
ITEM # Item Description Unit Qty Total
2 Cobalt RM Controller Spare LS 1 $5,910
Scope: Econolite Systems quote includes pricing to supply the following items.
• Quantity: 2 Cobalt Rackmount controllers - COBSRM22120120000
Assumptions:
• Spare controller, no turn on support.
• No additional wiring/cabling required.
Town of Danville Centracs Phase 2
Danville, CA
4
ITEM # Item Description Unit Qty Total
3 Centracs Integration and Field Effort LS 1 $31,335
Scope:
•Signal database conversion to EOS for 29 locations.
•Signal graphics developed for 29 locations.
•Signal Battery Backup field verification and Centracs alarm setup at 29 locations.
Assumptions:
•Battery backup system is operational with no defects.
•No additional materials/labor will be provided to make battery backup system functional.
•Additional support by Town on relay setup of existing battery backup system.
•Current signal timing plans are available for 29 locations
ITEM # Item Description Unit Qty Total
4 Network Field Switch and installation LS 1 $48,295
Scope:
•Quantity: 26 Etherwan Hardened Managed Switch with 2 VDSL2 Ethernet Extender ports. 6
10/100TX,+ Gigabit SFP Combo + 2 Copper Pair VDSL2 Ports. Din Rail or Panel Mount.
Terminal Block power connector, redundant 12 - 48VDC power input., Lifetime Warranty.
Etherwan P/N ED3575-622.
•Power supply, necessary wiring and mounting bracket provided.
•Turn on and network support provided by WPS
Assumptions:
•Existing copper has been field verified and tested.
•Any additional copper conductor troubleshooting to be provided by Town.
General Terms & Conditions
1.All prices quoted inclusive of freight and tax.
2.Payment shall be in accordance with the mutually agreed upon purchase order/contract.
3.Price quotation is valid for 60-days.
Special Conditions
1.Please examine explanation below each bid item carefully for inclusions and exclusions.
Quote Date: August 13, 2021
Quoted by: Christopher Flores
Manager, Project Delivery
cflores@econolite.com