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Home My WebLink AboutDDL Traffic Inc; 2013-06-11; TRAN1011TRAN1011 MASTER PURCHASE AGREEMENT FOR TRAFFIC SIGNAL PREEMPTION EQUIPMENT (DDL TRAFFIC, INC.) y/ IS AGREEMENT is made and entered into as of the ^ day of , 20_^, by and between the CITY OF CARLSBAD, a municipal corp^f^ltion, hereinafter referred to as "City", and DDL Traffic, Inc. a California corporation, hereinafter referred to as "Seller" or "Contractor." RECITALS A. The parties to this exclusive Agreement will purchase from Seller and Seller will sell to City, traffic signal communications equipment during the term of this Agreement B. To expedite these contemplated purchases, the parties are willing to enter into this exclusive Agreement that sets forth the terms and conditions that will govern all such transactions between them. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. DEFINITIONS 1.1. Buyer. With respect to purchase orders issued by City, the term "Buyer" means City of Carisbad. 1.2 Products. The term "Product" means those goods and services listed in Exhibit 1 for which Buyer issues to Seller a purchase order during the term of this Agreement. Products and specific terms are described in Exhibit 2 - Request for Bid, which are attached hereto and incorporated herein by this reference in accordance with the terms and conditions set forth in this Agreement. 2. ISSUANCE OF PURCHASE ORDERS Buyer may issue purchase orders to Seller from time to time for the purchase of Products. Each purchase order shall contain a description of the Products ordered, the quantities and prices, the terms and place of delivery, and will reference City of Carisbad Bid #13-04. Every purchase order issued by Buyer to Seller following the date of this Agreement and bearing such a notation shall be governed by and be deemed to include the provisions of this Agreement. In the event of an inconsistency between any term(s) and condition(s) of this Agreement, Exhibit 1 or the placed purchase order, the inconsistency will be resolved in the following descending order of precedence: (1) this Agreement, (2) Exhibit 1, and (3) the purchase order. The City will indicate its specific requirements on its purchase order documents including, but not limited to delivery address and instructions. There will be no minimum order and all items must be available for the term of this Agreement. All items will be delivered F.O.B. Destination, Freight Prepaid and Allowed, and at the prices set forth in Exhibit 1. 3. TERM This Agreement will be effective for a period of three (3) years from the date first above written. This Agreement may be amended to extend its term for up to two (2) additional one (1) year periods, subject to Seller's continued satisfactory performance under this Agreement and the annual appropriation of funds by the City. In such event, the parties will prepare a written amendment, indicating the effective date of the amendment and the length of the extended Agreement. 4. COMPENSATION The cumulative total for all purchases allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per the agreement term in its entirety. 5. TERMINATION City may terminate this agreement at any time with thirty (30) days written notice to Seller. Seller may terminate this Agreement at any time with ninety (90) days written notice to the City. 6. DELIVERY A. The delivery for purchase orders placed pursuant to this Agreement shall be as specified in the City's purchase order. B. Time is of the essence on orders and delay in delivery will cause injury to the Buyer. Should the Contractor be obstructed or delayed in the production or delivery of Product(s) required hereunder by any act or omission of the City or by strikes, an act of God, or by no fault of the Contractor in its ability to obtain materials ("Delaying Event"), then the time for delivery of the order shall be extended for such period as may be either agreed to between Contractor and City or equal to the period of time of the Delaying Event. C. Notwithstanding any other provision of this Agreement, if delivery cannot be made within forty five days after receipt of a purchase order, Buyer may, upon knowledge of the fact and regardless whether or not the delay would be excusable, terminate the purchase order by written notice to Seller. The termination shall be without cost to Buyer and shall discharge all obligations and liabilities of the Buyer/Seller under the purchase order except as to Products previously delivered and accepted by Buyer. 7. PASSAGE OF TITLE AND RISK OF LOSS Unless othenA/ise specified in a particular purchase order placed pursuant to this Agreement, title to and risk of any loss of or damage to the Products shall pass from Seller to Buyer when the Products are accepted in writing by the Buyer using a shipping acknowledgement form submitted by the Seller with each shipment. Seller shall inspect and test all Products prior to shipment to Buyer. In addition, all Products shall be subject to final inspection and acceptance by Buyer at Buyer's facility. Final inspection and acceptance or rejection will be made by Buyer within thirty (30) days after receipt of Products, and failure of Buyer to reject any Product within thirty (30) days after receipt shall constitute acceptance. Should Buyer reject any Product for failure to conform to the requirements of a purchase order. Buyer shall notify Seller in writing of the rejection, giving detailed reasons for the rejection. Seller shall then have the option to repair or replace the nonconforming Product within ten (10) days at Buyer's designated delivery facility. If Seller fails to act to correct any nonconforming Product within this time period, then Buyer may return any nonconforming Product(s) to Seller. Rejected items to be returned to Seller shall be shipped at Seller's risk and expense. City Attorney Approved Version 1/30/13 8. WARRANTY Seller warrants to Buyer that all Products delivered under this Agreement shall be free from defects in materials and workmanship, that all Products will conform to the requirements of the order including, but not limited to, the applicable descriptions, specifications, and drawings agreed to by the parties and, to the extent the items are not manufactured pursuant to detailed designs furnished by Buyer, that all Products will be free from defects in design and suitable for the intended purposes. In addition, Seller warrants that all Products will, at the time of delivery, be free from any security interest or other lien or encumbrance. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 10. INSURANCE Seller will obtain and maintain during the term of this Agreement, and any subsequent amendments to it, insurance for personal injury and property damage arising out of or in connection with Seller's performance under this Agreement. Required are: Policies of commercial general liability insurance, a combined policy of workers' compensation, employers liability insurance, automobile insurance, from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:V in an amount of not less than one million dollars ($1,000,000) each, unless othenA/ise authorized and approved by the City Attorney or the City Manager. Seller will obtain occurrence coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. Contractor will furnish certificates of insurance to the City's Purchasing Department, prior to City's execution of this Agreement. 11. NOTICES All notices and other communications required or authorized under this Agreement shall be given in writing either by personal delivery or by first class mail addressed to the respective party. 12. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discriminafion and harassment and, if required, will obtain and maintain a City of Carisbad Business License for the term of this Agreement and any amendments to the Agreement. 13. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seg.. and Carisbad Municipal Code Sections 3.32.025, et seg. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carisbad to terminate this Agreement. 14. VENUE AND JURISDICTION Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any City Attorney Approved Version 1/30/13 disputes between the parties arising out of this Agreement is the Superior Court of California, County of San Diego, California. 16. ASSIGNMENT Contractor may not assign this Agreement or any part of it, nor may it assign any monies due or that may become due under it, without the prior written consent of City. 16. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// City Attorney Approved Version 1/30/13 1 17. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this day CONTRACTOR DDL TRAFFIC, INC., a California corporation of ^^^^CtUL^ 2013. CITY OF CARLSBAD, a municipal corporation of the State of California D (sign here) (print name/ti By: ATTEST: (sign^re) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor'must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ssistant City Attorney City Attorney Appr6.yed Version 1/30/13 EXHIBIT 1 -h ^^^^^jyfnt Master Price and Fee Schedule for RFB #13-04 Opticom PRODUCT NUMBER MODEL PRODUCT NAME UNIT PRICE 78-8009-6556-4 138 Detector Cable 500 ft. (152.4 m ) Spool Priced per foot $0.21 78-8009-6557-2 138 Detector Cable 1000 ft. (304.8 m) Spool Priced per foot $0.21 78-8009-6393-2 138 Detector Cable 2500 ft. (762.0 m) Spool Priced per foot $0.21 78-8060-1634-7 575 Confirmation Light Kit $81.90 78-8095-3852-9 711 Detector, Single Channel, One Direction $425.60 78-8095-3853-7 721 Detector, Single Channel, Two Directions $241.95 78-8095-3854-5 722 Detector, Two Channel, Two Directions $337.55 78-8009-5667-0 708 Span Wire Clamp (3/8" [.95 cm] diameter) $18.90 78-8114-5920-1 755 Four Channel Adapter Card $52.50 78-8114-5300-6 760 Card Rack with PI Harness Assembly $168.00 78-8118-6560-5 760-Pl Harness Assembly $68.25 76-1000-1056-0 762 Phase Selector (2 channel) * $879.38 76-1000-1054-0 764 Multimode Phase Selector * $1,375.50 76-1000-1059-0 768 Multimode Auxiliary Interface Panel (AlP) $150.00 76-1000-1039-0 794H LED Emitter (High priority) * $497.50 76-1000-1040-0 794L LED Emitter (Low priority) * $995.00 76-1000-1043-0 RC790 Remote Coding Unit (For use with Model 794 LED Emitters only. Batteries not included) $300.00 78-8113-4965-9 793S Emitter Switch (On/Off Control Box) $70.00 76-1000-1041-0 794R LED Emitter (Range Control) */** $995.00 76-1000-1047-0 794T LED Emitter (Low priority for Transit Only) * $995.00 78-8113-4960-0 793B Emitter Switch (On/Off "L" bracket) $75.00 78-8118-6441-8 793R Emitter Switch (Range Control Box) $330.00 78-8113-4540-0 792H Emitter (High priority) $995.00 26-1014-5721-1 — Serial Communication Cable (RS-232 Serial Cable for 790CS Emitter Programming) $20.00 78-8113-4559-0 — 790CS Emitter Programming Y-Cable ** $350.00 75-0301-4462-2 770 Gate Opener Card Rack with 100 ft. [30.48m], 138 Cable $315.00 78-8118-6978-9 1010 GPS Radio Unit (Mast Mount) $1,340.00 78-8125-0421-1 1070 GPS Installation Cable - 500 ft. (152.4 m) Spool Price per Foot $0.30 78-8125-0422-9 1070 GPS Installation Cable -1000 ft. (304.8 m) Spool Price per Foot $0.30 78-8125-0423-7 1070 GPS Installation Cable - 2500 ft. (762.0 m) Spool Price per Foot $0.30 76-1000-1027-0 1012 GPS Radio Unit, included in package is 1050 GPS / Radio Antenna and 1072 GPS Cable Assembly $2,680.00 76-1000-1155-0 — Includes: Model 2101 High Priority Radio/GPS Control Unit; Model 1050 GPS/Radio Antenna; Model 2171 Vehicle Interface Cable; Vehicle Hardware Installation Kit. $3,000.00 ii IVIaster Price and Fee Schedule for RFB #13-04 Opticom PRODUa NUMBER MODEL PRODUCT NAME UNIT PRICE 76-1000-1156-0 — Includes: Model 2101 Low Priority Radio/GPS Control Unit; Model 1050 GPS/Radio Antenna; Model 2171 Vehicle Interface Cable; Vehicle Hardware Installation Kit. $3,000.00 76-1000-1062-0 — GPS IntelliGreen Kit. Includes: Model 1010 GPS Radio Unit (Mast Mount); Model 1070 GPS Installation Cable -150 ft. (45.72 m); Model 1060 GPS IntelliGreen Control Unit. $2,855.00 76-1000-1144-0 — GPS IntelliGreen External Device Activation Option $250.00 76-1000-1149-0 792HM Multimode Strobe Emitter (High Priority) $995.00 76-1000-1135-0 794HM Multimode Emitter (High Priority) $497.50 76-1000-1157-0 — Includes: Model 2100 High Priority Radio/GPS Control Unit; Model 794HM Multimode High Priority Emitter; Model 2171 Vehicle Interface Cable; Vehicle Hardware Installation Kit $1,750.00 76-1000-1158-0 — Includes: Model 2101 Low Priority Radio/GPS Control Unit; Model 794TM Multimode High Priority Emitter; Model 2171 Vehicle Interface Cable; Vehicle Hardware Installation Kit $3,500.00 76-1000-1160-0 — Includes: Model 2100 High Priority Radio/GPS Control Unit; Model 2171 Vehicle Interface Cable; Vehicle Hardware Installation Kit $1,252.50 76-1000-1161-0 — Includes: Model 2101 Low Priority Radio/GPS Control Unit- Model 2171 Vehicle Interface Cable; Vehicle Hardware Installation Kit $2,505.00