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Home My WebLink AboutIteris Incorporated; 2011-09-23; TRAN842TRAN842 MASTER PURCHASE AGREEMENT FOR TRAFFIC SIGNAL COMMUNICATIONS EQUIPMENT BETWEEN CITY OF CARLSBAD AND ITERIS, INCORPORATED n ^~ THIS AGREEMENT is made and entered into as of the <=><,£> _ day of 2011, by and between the CITY OF CARLSBAD, a municipal corporation hereinafter referred to as "City", and Iteris, Incorporated, a Delaware 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 Carlsbad. 1 .2 Products. The term "Product" means those goods listed in Table 1 for which Buyer issues to Seller a purchase order during the term of this Agreement. Products and specific terms are described in Table 1 and Exhibit "A" - 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. In the event of an inconsistency between the Product description of Table 1 and Exhibit "A", the inconsistency will be resolved with Exhibit "A" taking precedence. 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 Carlsbad Bid #11-04. 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 "A" or the placed purchase order, the inconsistency will be resolved in the following descending order of precedence: (1) this Agreement, (2) Exhibit "A", 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 Table 1 . 3. Term. This Agreement will be effective for a period of one (1) year from the date first above written. This Agreement may be amended to extend its term for up to three (3) additional one (1) year periods, subject to Seller's continued satisfactory performance under this City Attorney Approved Version 5/9/11 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. 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. 5. 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. 6. Passage of Title and Risk of Loss. Unless otherwise 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. 7. 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. 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 City Attorney Approved Version 5/9/11 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 attorneys 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, 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 otherwise 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 discrimination and harassment and, if required, will obtain and maintain a City of Carlsbad 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 sea., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 14. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the Superior Court of California, County of San Diego, California. 15. 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 5/9/11 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_ CONTRACTOR day of _,20_ &U^ CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST:\ * T * <?"»,£„»** / (pign here)LORRAINE M. WOOD City Clerk (print nime/title) Proper notarial acknowledgment of execution by Contractor maybe required by the City. 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: RONALD R. BALL, City Attorney City Attorne City Attorney Approved Version 5/9/11 Table 1 ITEM DESCRIPTION 1 FURNISH BACKHAUL RADIO 2 FURNISH SECTORAL ANTENNA 3 FURNISH 2.4 GHz LOCAL INTEGRATED RADIO/ANTENN, 4 FURNISH 5.8 GHz LOCAL INTEGRATED RADIO/ANTENNA 5 FURNISH REPEATER 6 FURNISH REPEATER ANTENNA 7 FURNISH STREET LIGHT POWER ADAPTER 8 FURNISH MOUNTS, BRACKETS, AND CONNECTORS 9 FURNISH 5'RISER 10 FURNISH OUTDOOR RATED CAT5E CABLE (APPROX 150' EA) 11 FURNISH POE INJECTOR 12 FURNISH SURGE SUPPRESSOR 13 FURNISH POWER STRIP 14 FURNISH SWITCH: 2 BONDED PAIRS AND 4 10/100 PORTS 15 FURNISH SWITCH:4 BONDED PAIRS AND 4 10/100 PORTS 16 FURNISH SWITCH: 8 BONDED PAIRS AND 4 10/100 PORTS 17 FURNISH MANAGED ETHERNET SWITCH FURNISH TYPE 170 CONTROLLER ETHERNET NETWORK CARD 18 INSERT Services FURNISH INSTALLATION SUPPORT STAGE 1 FIELD TEST AND/OR 20 FIRST FIVE LOCATIONS 21 FURNISH ON-SITE TECHNICAL SUPPORT 22 FURNISH SITE SURVEY AS NEEDED 23 TRAINING Part Number/ Description EP-11N58INTPTP / Encom Integrated Broadband Radio (POE, Bracket, 150' CATS) EP-BB24INT EP-BB58INT ••••••|MH^^H^^H^^HHHHHH| EP-COMMPAKBB58 AN 199 7.5 dBd Gain POE OWL FP-287 Brackets Included, Pelco AB0604 Pelco 0175 Included with Radio Included with Radio Actelis ML622I Actelis ML684i Actelis ML688 Etherwan EX78000-OOB Digi N2S-170 Iteris Part Number EP- COMMPAKBBlln58INT EP-COMMPAKBB24INT EP-COMMPAKBB58INT EP-COMMPAKBB58 AN-199 POE OWL FP-287 AB-0604-84 PELC00175 ML622I ML684I ML688 EX78000-OOB N2S-170 2,702.00 NA 1,540.00 1,540.00 1,400.00 54.00 266.67 100.00 133.33 NA NA NA 26.67 1,455.63 2,486.88 2,985.94 1,170.00 130.00 70 Hr 70 Hr 70 Hr 70 Hr Optional Items 24 Encom Integrated Dual 5.8 Ghz Radio 25 Encom Dual 5.8 Ghz Radio 26 Sectoral Antenna Kit 27 Panel Antenna Kit 28 Omni Antenna Kit 9 dBi 29 Encom 6 Port Unmanaged Switch 30 DC POE DC Power Injector 31 ML624 Ethernet Access Device 32 McCain Ethernet Controller Card EP-BB58/58INT EP-COMMPAKBB58/58 AN 206K AN-196k AN-223k 9 dBi SW-100 BH1007A Actelis ML624 M33332A EP-BB58/58INT EP-COMMPAKBB58/58 AN-206K AN-196K AN-223K SW-100 BH-1007A ML624 /I33332A 3,000.00 2,850.00 375.00 160.00 225.00 450.00 50.00 2,066.00 139.00 City Attorney Approved Version 5/9/11 Exhibit "A" Request for Bid RFB #11-04 City Attorney Approved Version 5/9/11 REQUEST FOR BID RFB #11-04 FOR Traffic Signal Communications Equipment APRIL 2011 BIDS MUST BE RECEIVED SEALED AND CLEARLY MARKED ON THE OUTSIDE WITH "RFB #11- 04 TRAFFIC SIGNAL COMMUNICATIONS EQUIPMENT" BIDS MUST BE RECEIVED PRIOR TO 11:00 A.M. ON MAY 26, 2011 AT: CITY OF CARLSBAD Purchasing Department 1635 Faraday Avenue Carlsbad, CA 92008-7314 BIDS MAY BE SUBMITTED BY MAIL OR DELIVERED DIRECTLY TO THE ABOVE ADDRESS IN THE LOBBY PRIOR TO THE DATE AND TIME SPECIFIED ABOVE. 1 of 53 REQUEST FOR BID: BID NO. 11-04 Bid Opening: May 26, 2011 11:00 a.m. RFB 11-04 Traffic Signal Communications Equipment Introduction Project Description The City of Carlsbad is establishing a citywide Traffic Signal Communication System (TSCS) between the Carlsbad Traffic Management Center (TMC), located at the Faraday building, and all traffic signals throughout the City. The Citywide system will be constructed through a phased deployment over the next four years. This proposal represents the TSCS Phase 1 Deployment Project and will implement the communication system platform that subsequent phases will expand upon. The City may elect to renew the contract of the successful Proposer for additional one (1) year periods under the terms and conditions of the contract. Quantities listed are for estimated purchases for one year. Actual quantities may be greater or lesser at the time of ordering. The awarded bidder will only be paid for actual quantities purchased by the City. This request for bids relates to equipment and systems integration, and the actual installation work will be done as part of a separate contract. It is important to note that the entity that submits this bid will be responsible for all equipment compatibility, systems integration, and payment for all related parts and labor included in the contract. The entity that submits this bid does not have to be a licensed contractor, but the term "contractor" will be used to identify the entity responsible for all equipment procurement, payment to vendors and system integration. The equipment specifications developed for this bid package do not ensure that components will be compatible; therefore, the selected contractor will be responsible for working with other team members (e.g., equipment manufacturers, sales representatives, vendors) to integrate the proposed equipment in the field. The attached specification sheets, price sheet, and unspecified value-added offerings sheet must be completed and returned with your bid in a sealed envelope clearly marked "Traffic Signal Communications Equipment, Bid 11-04" by May 26, 2011 at 11:00 a.m. Manuals, brochures, cut sheets and all other required submittals must be included with the bid. The city of Carlsbad encourages the participation of minority- and women-owned businesses. The City of Carlsbad does not have any prevailing wage requirements as part of this request for bids. All questions regarding the specifications must be submitted in writing by 5:00 p.m. May 13, 2011 to Doug Bilse or sent via e-mail doug.bilse@carlsbadca.gov If you have questions regarding the bid process, please call John DeRego at (760) 602-2467. City of Carlsbad Bid No. 11-04: Traffic Signal Communications Equipment 2 of 53 Best Value Evaluation In accordance with the Carlsbad Municipal Code, awards shall be based on a best value evaluation. The City of Carlsbad will use a panel to evaluate the proposals based on the following criteria: 1) cost based on total bid price, 2) compliance with technical specifications and bidding requirements, 3) successful deployment on similar projects, and 4) unspecified value-added offerings which may be offered by the bidder at no additional cost to the City. These evaluation criteria will be used to rank the proposals. Responsive Bids and Compliance to Specifications To be a responsive bid, the proposal should list equipment that meets all of the specifications. However, the city will allow a limited number of minor exemptions from the specifications only in cases where the exemptions will not negatively impact the equipment installation or result in equipment that does not function satisfactorily as determined by the Engineer. The proposal must clearly note each exemption to the specifications in Table 1 of the bid proposal. One of the bid evaluation criteria called "compliance with technical specifications and bidding requirements" ranks how well the bids meet the specifications (e.g., a bid that fully meets the specifications will rank higher than a bid that has several exemptions). Due to the complexity of this project, staff may require the contractor to field test equipment installation, functionality, and compatibility before awarding the contract. The City of Carlsbad reserves the right to invite selected bidders to participate in an evaluation period before the final contract is sent to the City Council for approval. Delivery of sample equipment will be within 30 calendar days of bid opening and delivered to: City of Carlsbad, General Services, 405 Oak Avenue, Carlsbad, CA 92008. The demonstration equipment will be field tested at actual project sites and can remain as permanent installations once the review has been successfully completed. Details of this field test are included in a following section of this document. Unspecified Value-Added Offerings The best value bid process will include an evaluation criteria called "unspecified value-added offerings" to reflect an aspect of the bid that exceeds the minimum specifications or offers the city some type of value at no added cost (e.g., a warranty beyond the minimum specification). Table 1 includes optional equipment that has been successfully deployed on projects similar in scope to this project. The City encourages the bidders to list additional equipment or alternatives that are available for special circumstances, even if they do not meet the equipment specifications. These items will not be included in the formal bid price, and will therefore only be used in the evaluation of the "successful deployment on similar projects" criteria. The City will include this additional equipment and unit costs into the final agreement for possible purchase on this or future project phases. City of Carlsbad Bid No. 11-04: Traffic Signal Communications Equipment 3 of 53 Estimated Quantities Used to Develop Request for Bids The scope of the Phase 1 Project is to establish communication between the Faraday TMC and 23 traffic signals located along El Camino Real, 12 traffic signals on Palomar Airport Road, and a few traffic signals adjacent to the El Camino Real corridor. The project locations are shown on Exhibit 1. A table with actual latitude and longitude coordinates is available upon request. The estimated quantities used to develop the request for bid will be strictly used to form the cost basis of the bid proposals and for all evaluation purposes. The actual amounts of equipment to be included in the final contract may vary from these estimates. City of Carlsbad Bid No. 11-04: Traffic Signal Communications Equipment 4 of 53 Exhibit 1: Project Locations TRAFFIC SIGNAL & REPEATER RADIO LATITUDE & LONGITUDE El Camino Real - Palomar Airport Road N A (<•') Repeater Radio (Point-to-Point) Mounted on Street Light # Intersection Number (Lat/Long Spreadsheet) N Repeater Radio Number (Lat/Long Spreadsheet) 5 of 53 BID PROPOSALS Proposals should be prepared as simply as possible and provide a straightforward, concise description of the Proposer's capabilities to satisfy the requirements of the RFB. All questions must be submitted in writing to Doug Bilse or e-mail at doug.bilse@carlsbadca.gov by 5:00 p.m. on May 13,2011. The following items must be submitted with your proposal. Omissions may be cause to consider your proposal non-responsive in the City's sole discretion. Contact information Company Background Proposed Technical Solution Client References Completed Proposed Bid Chart (Table 1) Completed Alternative Equipment (Table 2) Exemptions/Exceptions Option to Renew Public Agency Clause Statement of Minimum Qualifications Statement of Ability to Provide Goods and Warranty Services Statement of Unspecified Value Added Offerings Statement of Delivery Schedule. 6 of 53 City of Carlsbad Bid No. 11-04: Traffic Signal Communications Equipment CONTACT INFORMATION Contact information shall include the following: Company Name Primary Contact Title Business Address Email Address Telephone Number Fax Number The contact information shall also include contact persons for partnering company(s) and third party vendors being proposed. COMPANY BACKGROUND The proposal must provide the following information about the submitting Proposer's company, partnering company(s) and any third party vendor being proposed to provide a function. The City of Carlsbad will utilize this information to evaluate the Proposer's ability to support the commitments set forth in response o the RFB. The City of Carlsbad, at its option, may require a Proposer to provide additional support or clarify requested information. Background information shall include: • How long the company has been in business. • A brief description of the company size and organizational structure. • How long the company has been selling the proposed solution to clients similar to the City of Carlsbad. • Listing of installs (3 maximum) at entities similar to the City of Carlsbad by name and state • A brief description of any pending litigation • A list of clients where the contractual relationship was not completed and severed for reasons other than convenience. A brief description of why the relationship was severed. • If partnering, how long the partner has worked with the vendor solution and how many projects the two parties have completed together. PROPOSED TECHNICAL SOLUTION The proposed technical solution shall meet the functional/technical requirements presented in Section 4 "Communication System Requirements". Responses shall include a statement that the proposed system meets the technical requirements set forth in the RFB. Responses should also summarize the technical benefits related to the proposed system solution and specifically to the City of Carlsbad TSCS Phase 1 System Deployment Project. Vendor product data sheets shall be included. 7 of 53 City of Carlsbad Bid No. 11-04: Traffic Signal Communications Equipment CLIENT REFERENCES The City of Carlsbad will consider references in its decision to award a contract. Complete references shall be provided including the names and phone numbers of the Project Manager for each reference. The proposal must contain three (3) verifiable references of the bidder's proposed solution that has been operational for a minimum of ninety (90) days, preferably with a government agency. The evaluation will emphasize comparable projects using telecommunications equipment used for traffic signal control purposes on a QuicNet platform. BID CHART: PRICE AND PROJECT COST Proposers shall submit a price of project costs per Table 1 "Bid Chart". The unit and or total price shall include all functionality, locations, and items listed in this Technical Specification. This is not a low bid contract though price will have the highest weighting of the evaluation criteria. The City is asking Proposers to submit price costs for all items with the understanding that they may have to make assumptions. Such assumptions should be stated. The City of Carlsbad reserves the right to contact Proposers on cost clarification at any time throughout the selection process and negotiation process. The City may award a contract, based on initial offers received without discussion of such offers. A Proposer's initial offer should, therefore, be based on the most favorable terms available. The City may have discussion with those Proposers that it deems, in its discretion, to fall within a competitive range. It may also request revised pricing offers from such Proposers, and make an award and/or conduct negotiations thereafter. The Bid Chart (see Table 1 below) describes twenty-three (23) required items upon which the City requests a bid. Costs must include all costs including delivery (FOB Carlsbad), but the cost is not to include any sales tax. Please note that the numbers listed in the "Quantity and Units" category of the matrix below are estimates only, and may not necessarily be used for any purpose other than to compare bids received in response to this Request for Bids. All actual payments will be made only to the contractor based on the contractor's actual materials delivered to the City consistent with the terms and conditions of the contract documents. 8 of 53 City of Carlsbad Bid No. 11-04: Traffic Signal Communications Equipment Table 1: Bid Chart ITEM* 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 ITEM DESCRIPTION FURNISH BACKHAUL RADIO FURNISH SECTORAL ANTENNA FURNISH 2.4 GHz LOCAL INTEGRATED RADIO/ANTENNA FURNISH 5.8 GHz LOCAL INTEGRATED RADIO/ANTENNA FURNISH REPEATER FURNISH REPEATER ANTENNA FURNISH STREET LIGHT POWER ADAPTER FURNISH MOUNTS, BRACKETS, AND CONNECTORS FURNISH 5' RISER FURNISH OUTDOOR RATED CAT5E CABLE (APPROX 150' EA) FURNISH POE INJECTOR FURNISH SURGE SUPPRESSOR FURNISH POWER STRIP FURNISH SWITCH: 2 BONDED PAIRS AND 4 10/100 PORTS FURNISH SWITCH:4 BONDED PAIRS AND 4 10/100 PORTS FURNISH SWITCH: 8 BONDED PAIRS AND 4 10/100 PORTS FURNISH MANAGED ETHERNET SWITCH FURNISH TYPE 170 CONTROLLER ETHERNET NETWORK CARD INSERT FURNISH SPARE PARTS EQUIPMENT SUB-TOTAL 20 21 22 23 FURNISH INSTALLATION SUPPORT STAGE 1 FIELD TEST AND/OR FIRST FIVE LOCATIONS FURNISH ON-SITE TECHNICAL SUPPORT FURNISH SITE SURVEY AS NEEDED TRAINING TOTAL COST (**) QTY 4 4 6 36 5 5 8 52 10 42 42 42 42 10 4 4 22 45 1 40 240 40 8 UNIT EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA LS Hours Hours Hours Hours UNIT PRICE (*) • M Total Cost (QTY) * (Unit Does Item Fully Meet Specs (Y/N) •1 ^ Space available for explanation of items in specifications not met. ^mmm^^^^m^m Notes: 1 * Do not include sales tax in the unit cost or total cost entries. * * The TOTAL COST figure will be used in the bid evaluation under the TOTAL COST BID PRICE criteria. Please provide the following information based on the data in Table 1 (Bid Chart) using the information provided under the TOTAL COST column in the TOTAL COST row. The undersigned declares he/she has carefully read the Request for Bids, examined all specifications, and hereby proposes to furnish all materials, equipment, transportation, and services required to do all the work in this Request for Bids in accordance with the specifications of the City of Carlsbad, and the General Provisions and that he/she will take in full payment therefore the following unit prices for each item complete, to wit: Total Cost reflected in Bid Chart in words: (Items 1-23) Total Cost reflected in Bid Chart in numbers: (Items 1-23) In the event of a discrepancy between the total amount of bidder's proposal written in words or numbers, the amount written in words shall govern. Price(s) given above are firm for 90 days after date of bid opening. Addendum(a) No(s). has/have been received and is/are included in this bid. The Undersigned has checked carefully all of the above figures and understands that the City will not be responsible for any error or omission on the part of the Undersigned in preparing this proposal. Will successful bidder agree to hold unit prices firm through the initial contract period? (One year from date of award by City Council) Yes No Print Name Title Signature 10 of 53 ALTERNATIVE EQUIPMENT LIST A separate Table 2: Alternative Equipment List is included for the bidder to add equipment that may help facilitate this project, but would not represent an alternative bid. Equipment on this list are intended to provide alternatives for unforeseen or unique situations that might result in lower cost or improved performance when compared to the equipment identified in the formal bid. The equipment included in Table 2 must have a proven history of successful implementation on project similar to this proposal in terms of complexity and scope. Equipment included in Table 2 will not be used directly in the bid evaluation, but could potentially increase the score for the criteria called "successful deployment on similar projects." The City will accept alternative bids as declared in Section 6 of the General Provisions listed below. 11 of 53 Table 2: Alternative Equipment List ITEM# A B C D E F G H 1 J ITEM DESCRIPTION (**) Extended Warranty UNIT PRICE (*)Description of optional equipment Notes: * Do not include sales tax in the unit cost or total cost entries. ** Include product cut sheet as an attachment. 12 of 53 EXEMPTIONS/EXCEPTIONS Technical solutions that differ from the technical requirements shall be described with specific reference to the difference and are subject to City approval as a technical equivalent. All exceptions shall be clearly identified in this section and a written explanation shall include a description of the exceptions, the ramifications of the exceptions for the City, and the advantages and/or disadvantages to the City as a result of exceptions. The City may reject any exceptions or specifications within the proposal. Proposers may also provide supplemental information, if necessary, to assist the City in analyzing responses to this RFB. Keep this section concise; one to two pages is preferred (excluding data sheets). 13 of 53 City of Carlsbad Bid No.l 1-04: Traffic Signal Communications Equipment OPTION TO RENEW The City may desire to exercise an option to renew the Contract for two (2) additional one (1) year periods. The City proposes that such renewal be contingent on a mutual agreement between the City and the successful bidder herein, such agreement to be confirmed sixty (60) days prior to the termination of the contract period. Either the City or the bidder may at that time decline to confirm the renewal of the Contract, for any reason whatever, and such declination would render the renewal option null and void. Would the bidder accept an option to renew, subject to the above stated conditions? Yes No 14 of 53 City of Carlsbad Bid No. 11-04: Traffic Signal Communications Equipment PUBLIC AGENCY CLAUSE It is intended that any other public agency (i.e., city, district, public authority, public agency, municipal utility and other political subdivision or public corporation of California) located in the State of California shall have the option to participate in any award made as a result of this solicitation. The City of Carlsbad shall incur no financial responsibility in connection with purchase by another public agency. The public agency shall accept sole responsibility for placing order or payments to the contractor. Option shall not be considered in bid evaluation. Indicate below whether said option is or is not granted. Yes No There will be no minimum order and all items must be available for the initial contract period (One year from date of award by City Council). All item(s) delivered F.O.B. Destination, Freight Prepaid and Allowed, and at the prices set forth in the bid proposal. READ THE ATTACHED GENERAL PROVISIONS CAREFULLY, THEY ARE A PART OF YOUR BID. Terms GUARANTEE OF GOOD FAITH REQUIRED: $ None Required (FAILURE TO SUBMIT GUARANTEE OF GOOD FAITH WILL VOID THE BID. SEE PARAGRAPH 3, GENERAL PROVISIONS.) Firm Address City State, Zip _ Print Name_ Signature Telephone Date. LISTOFSUBMITTALS 15of53 City of Carlsbad Bid No.l 1-04: Traffic Signal Communications Equipment MINIMUM QUALIFICATIONS 1. The Manufacturer of the proposed traffic signal communications equipment is required to have a minimum of two (2) years in business manufacturing traffic signal communications equipment. The Bidder shall provide and attach documentation to the bid verifying this experience. 2. The proposal team is required to provide proof of contract to commercially deliver the type and quantities of equipment included in the Bid Chart (table 1) to a municipal agency within the United States of America in the past year. This submittal should indicate to whom the items were delivered, and itemize the specific items included in Bid Chart (Table 1) that have been installed to date. The bid package shall include documentation verifying this experience. 3. The Bidders included on the bidding team are required to be a manufacturer's authorized distributor for the traffic signal communications equipment that are submitted in this request for bids. The Bidders shall provide and attach documentation to the bid verifying their status as a manufacturer's authorized distributor. 4. Any bid that fails to provide the required proof of qualifications shall be declared "Non- Responsive" and the bid shall not be considered for this procurement. The City of Carlsbad shall make the sole determination as to meeting these minimum qualifications. 16 of 53 City of Carlsbad Bid No.l 1-04: Traffic Signal Communications Equipment STATEMENT OF MINIMUM QUALIFICATIONS (MAY INCLUDE INFORMATION AS AN ATTACHMENT) Date Contract Completed Name and Address of the Employer Contact Persons Name and Telephone Number Type of Work Amount of Contract 17 of 53 City of Carlsbad Bid No.l 1-04: Traffic Signal Communications Equipment STATEMENT OF ABILITY TO PROVIDE GOODS AND WARRANTY SERVICES The bidding team is required to make a statement of how goods and warranty services will be provided. Include: Time period between award and start of delivery, number of requested items currently in stock, company resources dedicated to goods production, length of time the manufacturer has been in business, how quickly warranty items can be addressed, method of warranty service request and company procedures for meeting warranty obligations and any other information you can offer that will help determine your ability to provide goods and warranty services. The City of Carlsbad reserves the right to evaluate the competency and responsibility of all bidding companies and to evaluate the ability of any bidder to perform all conditions of the contract to assure the award of this contract to a firm able to produce the quality of goods and warranty service required and intended by these specifications. (ATTACH STATEMENT OF ABILITY TO PROVIDE SERVICES HERE) 18 of 53 City of Carlsbad Bid No. 11-04: Traffic Signal Communications Equipment STATEMENT OF UNSPECIFIED VALUE-ADDED OFFERINGS List items or services you are offering in addition to those in the attached specifications or scope of work offered as part of your bid and included in your bid pricing. The offerings may include, but are not limited to extended warranties on specific equipment listed in the Bid Chart (Table 1). There can be no additional cost associated with these "value-added offerings." If none, please state "none". Attachments may be used. 19of53 City of Carlsbad Bid No.l 1-04: Traffic Signal Communications Equipment DELIVERY SCHEDULE 1. The contractor is required to deliver all requested traffic signal communications equipment within 45 calendar days of issue of Purchase Order from the City of Carlsbad. 2. The contractor will be required to deliver all items F.O.B. to one or more warehouse location within the City Limits of Carlsbad. Each delivery will be to a single address, however subsequent deliveries may be to an alternate location that meets the City of Carlsbad's needs. Does the successful bidder agree to meet the above mentioned delivery schedule and conditions? Yes No 20 of 53 City of Carlsbad Bid No.l 1-04: Traffic Signal Communications Equipment EVALUATION OF PROPOSAL 1. The bidder shall not be relieved from assuming all responsibility for properly estimating the difficulties and the cost of providing the goods required with this specification, because of failure to investigate the conditions or the bidder's failure to become acquainted with all the information concerning the goods to be delivered. 2. In accordance with the Carlsbad Municipal Code, awards shall be based on a best value evaluation. The City of Carlsbad traffic operations staff and other designated support staff will evaluate the proposals. Initial criteria used for the evaluation will include: Cost based on Total Cost bid price, Compliance with technical specifications and bidding requirements, successful deployment on similar projects, and unspecified value-added offering which may be offered by the bidder. Evaluation criteria will be used to determine the successful Proposer. All proposals will be evaluated and scored according to the following criteria and weight: 1. Total Cost Bid Price as defined in Table 1: 50% 2. Successful deployment on similar projects: 30% 3. Compliance with technical specifications and bidding requirements: 10% 4. Unspecified value-added offerings: 10% Total: 100% 3. The City of Carlsbad will rank the bids to determine finalists for the procurement. Selected bidders will be required to submit two (2) wireless communications system kits, three (3) managed Ethernet switches, one (1) single unit wireless communications system kit, and one (1) single mounted back-to-back wireless communications system kit for installation and testing by the City of Carlsbad. The City will evaluate samples for performance, quality, compatibility and conformance to specifications. Staff will recommend final award to the City Council. The lowest bidder may not receive the award. 4. Each bidder, by the submission of a bid, assents to each and every term and condition set forth within this specification and attached sample agreement and, upon award, agrees to be bound thereby. 5. Any bid which is incomplete, conditional or obscure, or which contains irregularities of any kind, may be cause for rejection in the City's sole discretion. 6. It is the bidder's responsibility to ensure that all addenda issued are incorporated in their submitted bid. Failure to acknowledge and incorporate addenda may be cause for a City determination of bidder's "non-responsiveness." 7. If a bidder takes any exceptions to any part of these specifications as written, or as amended by any Addenda subsequently issued, they must do so in writing at the time of bid submission. Failure to do so will be construed as acceptance of all provisions of the specifications. 21 of 53 City of Carlsbad Bid No. 11-04: Traffic Signal Communications Equipment Technical Specifications Traffic Signal Communication System Phase 1 Deployment Project 1.0 Roles and Responsibilities The following establishes the roles and responsibilities between the City of Carlsbad and Proposer as it relates to the TSCS Phase 1 Deployment Project. 1.1 City of Carlsbad Roles and Responsibilities: 1) Basic communication system design and network topology. a. Configuration scheme for Ethernet radios and network devices. 2) Assembly and installation of Proposer furnished Wireless Communication System (WCS) equipment including cabling. 3) Installation of twisted-pair copper interconnect cable. 4) Installation of Proposer furnished Ethernet equipment. 5) Project coordination. a. Facilitate coordination between Proposer and City of Carlsbad including IT personnel. 6) Systems integration oversight and installation inspection. 1.2 Proposer Roles and Responsibilities: 1) Furnish WCS and Ethernet equipment as specified in these Technical Specifications. 2) Furnish all miscellaneous hardware related to equipment provisions including connectors, data/network cables, adapters and converters needed for a fully operational communication system. 3) Provide spare equipment as specified. 4) Provide technical support for the duration of the project including: a. On-site representative for system bench test. b. On-site representative to support the City installation of the Faraday Building WCS equipment and the TSCS Stage 1 Field Test. c. On-site integration of the furnished WCS and network components. d. On-site start-up and commissioning of the communication system. 5) Operation and maintenance training for the furnished network equipment. a. Installation, operations and maintenance documentation for the for the furnished network equipment. Technical Specifications RFB 11 -04 rev. 4/21/11 22 of 53 Technical Specifications Traffic Signal Communication System Phase I Deployment Project 2.0 TSCS Stage 1 Field Test The Stage 1 Field Test shall follow the City selection of the successful Proposer and shall be optional and at the City's discretion. The Stage 1 Field Test shall demonstrate the ability of the Proposer's solution to accomplish communication between the QuicNet ATMS and local controllers across the various media and utilizing the various components per the technical provisions. The field test shall include the Proposer's WCS radio and antenna equipment installed at the Faraday TMC and at the intersection of Palomar Airport Road and El Camino Real. An existing twisted pair copper communication line shall be linked and tested from two signals downstream of Palomar Airport Road and El Camino Real. The ability to communicate to these locations is confirmed as these are currently connected via existing wireless and twisted pair communication. The Stage 1 Field Test equipment shall be provided by the Proposer and installed by City forces with on-site technical support from the Proposer. The test shall be completed within ten days of the test start date. Payment for Stage 1 Field Test shall be for Proposer's technical support provision only. Following the successful outcome of the field test and acceptance of the Proposer's solution, the overall system deployment shall commence, and the test equipment will be included in the first payment. An unsuccessful outcome of the Stage 1 Field Test will prohibit the Proposer's solution from further deployment and the City shall commence the system deployment with the next highest ranked proposal. Technical Specifications RFB 11-04 rev. 4/21/11 23 of 53 Technical Specifications Traffic Signal Communication System Phase 1 Deployment Project 3.0 Communication System Requirements 3.1 General Communication system materials for this project shall include the wireless communication system, network equipment, and associated peripherals. All communication system materials and ancillary items specified in these Technical Specifications shall be Proposer furnished. The specific type and quantity of materials to be supplied are specified in Table 1, "Bid Schedule" included at the end of the RFB. 3.1.1 General TSCS Requirements a) All communication equipment shall be Ethernet. All radios and switches shall be IP- Network based. b) All communication equipment shall work in the QuicNet Advanced Transportation Management System (ATMS) application environment, including Type 170 controllers and the BiTran traffic signal program. c) All communication between the Faraday TMC and the traffic signals shall occur through wireless backhauls that will be established as part of this project. d) The wireless backhaul radios and antenna units shall be located on the Faraday building and the Mearkle tower. e) Communication for individual and/or groups of traffic signal controllers shall be accomplished using a combination of radios and existing twisted-pair copper interconnect cable. f) A Type 170 Controller network interface shall accomplish the local controller communication to the TSCS. g) The traffic signal communication shall be transported by twisted-pair copper cable where available. h) At the limit of the twisted pair copper cable media the communication shall bridge from the copper switching device to the WCS. i) Radios shall be used to link gaps between traffic signals where twisted-pair copper cable does not exist. j) The WCS shall continue the communication via point-to-point (repeater's if necessary), point-to-multipoint, and/or multipoint to multipoint (mesh) radios to the Faraday building and/or Mearkle tower. k) The communication system shall provide capability to transmit full motion network video for future traffic monitoring system deployment. Technical Specifications RFB 11-04 rev. 4/21/11 24 of 53 3.2 Wireless Communication System (WCS) 3.2.1 General Wireless Communication System (WCS) shall contain all equipment and hardware necessary to equip each site with a completely functioning wireless system that communicates continuously with the TMC. Each radio shall be configured in accordance with the wireless system configuration schedule that will be developed by the City and in consultation with the Proposer. This schedule will include all of the parameters and settings necessary for system operation. Modifications or adjustments that are made to the configuration must be approved by the City and documented. 3.2.2 Minimum WCS Requirements a) The Wireless Communication System shall be based on FCC License Free wireless systems, FCC Part 15. b) The WCS shall support point-to-point, point-to-multipoint and mesh configurations. The topology is expected to be primarily point to point and point to multipoint and final topology configuration will be determined on-site. c) The Wireless Communication System shall support operation in both 2.3 - 2.5 GHz and 4.9 - 6.0 GHz frequency bands. d) 5.8 GHz radios shall transmit a minimum of 54 Mbps with an approximate 75dBm signal. e) Minimum range with clear line of sight shall be 20 miles. f) The local WCS at traffic signal locations shall be one integrated unit, radio and antenna, from one manufacturer with 23dB gain and up to 600mW power. g) Stand Alone antenna configuration for the repeater locations is allowed. h) The backhaul (Central WCS) antennas shall be stand alone 90 degree sectoral. i) The backhaul radios shall transmit a minimum of 300 Mbps with an approximate 75dBm signal. j) Outdoor network cable, PoE injector, and mounts can be 3rd party. k) All equipment and materials used shall be standard components that are regularly manufactured and used in the manufacturer's system and shall be provided by a business licensed in the State of California. I) All systems and components shall be provided with the availability of a toll-free (U.S.) technical assistance program during regular business hours (Pacific Time) from the manufacturer. Technical Specifications RFB 11 -04 rev. 4/21/11 25 of 53 m) The technical support shall be by the Provider and shall be onsite during the Stage 1 Field Test and continued onsite integration support. n) It shall be the responsibility of the Proposer to deliver all equipment to the work site(s) in the City of Carlsbad specified by the Engineer. 3.2.3 WCS The WCS shall include the following basic items: Radio(s). Antennae. Specific antenna types to be supplied shall be determined on a per location basis by the Provider. Mounting. Mounting system shall be Pelco or approved equal. Surge Suppression. Surge suppression shall be provided for each radio and shall be DIN rail. Power Strips. Power over Ethernet Injector Each WCS shall include all necessary mounting hardware to properly secure the equipment in the traffic controller cabinets and on traffic signal and/or street light poles. Detailed specifications for the elements of the wireless are provided below. 3.2.4 Wireless Devices a) The Wireless devices shall interface to the traffic controller through a wired RJ45 10/100 Mbps Ethernet port. b) The wireless device shall support secure authentication between Central and Local units, as well as AES encryption on all wireless communications between devices. c) The wireless device shall use Power over Ethernet (PoE) to operate. d) The wireless device shall support the Layer 2 network functions. e) The wireless device(s) shall support the operator's ability to select operating channel bandwidths. f) The wireless device(s) shall support a mechanism for decreasing the received sensitivity. g) The wireless device shall be rated for installation in an outdoor environment without additional enclosure h) The wireless device(s) shall support uploading or downloading of device configurations. Technical Specifications RFB 11 -04 rev. 4/21/11 26 of 53 3.2.5 Power Specifications a) Input shall be 110/240 VAC b) Repeater locations shall include the necessary power adapter to connect to the photovoltaic power receptacle on the street light luminaire. 3.2.6 Environmental Specifications a) Operating Temperature-40C to 80C b) Operating Humidity; 5% to 95% condensing. 3.2.7 Spare Parts The Proposer shall provide spare parts as part of this contract to replace failed system components thereby allowing the City to restore system functionality. The following equipment shall be delivered to the City prior to project close-out: • One (1) of each type of radio furnished. • One (1) of each type of power supply or power adapter furnished. • One (1) of each type of interface adapter furnished. 3.2.8 Documentation Installation, operations and maintenance documentation (PDF format on CD or DVD media) shall be provided with each unit supplied. 3.2.9 Warranty The equipment furnished as part of this system shall be warranted against defects for a minimum of 1 year. The provider shall offer as an option extended warranty coverage for 1, 2 and 3 year periods. These additional warranty offerings should include standard and priority replacement options and technical support during regular business hours (Pacific Time). 3.2.10 Payment The unit price paid for Wireless Communication System shall be per item and shall include full compensation for furnishing all materials and ancillary items as specified in these Technical Specifications. The quantities listed in the Proposal shall not govern final payment. Payment to the Proposer will be made only on the actual quantity of items supplied in accordance with the Contract Documents. Upon completion of the project, if the actual quantities show either an increase or decrease from the quantities in the Proposal, the Contract Unit Prices will prevail. Technical Specifications RFB 11 -04 rev. 4/21/11 27 of 53 3.3 Ethernet Equipment 3.3.1 General Ethernet devices that will be part of the communication system including: Network controller cards and Ethernet switches. Network controller cards and Ethernet switches will be used to provide Ethernet communication between each traffic signal controller on twisted-pair copper cable and between the local WCS radios and traffic signal controller. 3.3.2 Ethernet Over Twisted Pair Copper Equipment On corridor segments where existing twisted pair copper cable exists, traffic signal communications will be accomplished by Ethernet over Copper (EFMCu) switching technology. a) The EFMCu switch shall have the ability to bond multiple pairs. b) The EFMCu switch shall support add/drop bidirectional networking. c) The EFMCu switch shall be managed. d) The EFMCu switch shall have the ability to continue operating over a single pair in the event that other pairs are damaged. The EFMCu switches shall be Actelis Networks, models as indicated on the bid list (or equivalent as determined by the Engineer). 3.3.3 Managed Ethernet Switch The Managed Ethernet Switch shall provide the connection between the WCS radios and traffic signal controller and shall have the following features: a) The managed Ethernet switch shall be a hardened and comply with NEMA TS1 & TS2 environmental requirements for traffic control equipment. Comply with IEC61000-6-2 EMC generic standard immunity for industrial environment. b) The managed Ethernet switch shall have a minimum of 8-ports 10/100BASE-TX. c) The managed Ethernet switch shall comply with IEEE802.3af High Power over Ethernet (PoE) support for six 10/100BASE-TX ports and support PoE Power Sourcing Equipment (PSE). d) IEEE802.1W RSTP, IEEE802.1S MSTP and IEEE802.1D STP compatible. e) IP multicast filtering through IGMP snooping VI, V2 & V3. f) Support port-based VLAN and IEEE802.1QVLAN tagging and GVRP. g) IEEE802.1p QoS with four priority queues. h) MAC-based trunking with automatic link fail-over. i) RS-232 console, telnet, SSL/SSH, SNMP VI, V2c & V3, RMON, web browser, and TFTP management. Support command line interface in RS-232 console, j) Support IEEE802.1x security, k) Bandwidth rate control. I) Per-port programmable MAC address locking. Up to 24 static secure MAC addresses per port, m) Port mirroring, n) lOOOMbps-Full-duplex, 10/100Mbps-Full/Half-duplex, Auto-Negotiation, Auto-MDI/MDIX. Technical Specifications RFB 11-04 rev. 4/21/11 28 of 53 3.3.4 170 Controller Network Card The existing Type 170 Controllers shall communicate via Ethernet through a network card insert in the modem card slot of the controller chassis. The network card shall be Digi Connect N2S-170 (or equivalent as determined by the Engineer). 3.3.5 Support All systems and components shall be provided with the availability of a toll-free (U.S.) technical assistance program from the manufacturer during regular business hours (Pacific Time). 3.3.6 Documentation Installation, operations and maintenance documentation (PDF format on CD or DVD media) should be provided with each unit supplied. 3.3.7 Warranty The equipment furnished as part of this system shall be warranted against defects for a minimum of 1 year. The bidder may submit warrant extensions. Extended warranties that do not cost the City an additional cost will be considered for bid evaluation purposes under the evaluation criteria called "unspecified value-added offerings." 3.3.8 Payment The unit price paid for Ethernet Equipment shall be per type and shall include full compensation for furnishing and delivering all materials and ancillary items including power supplies, patch cords, and pigtails; and as specified in these Technical Specifications. The quantities listed in the Proposal shall not govern final payment. Payment to the Proposer will be made only on the actual quantity of devices supplied in accordance with the Contract Documents. Upon completion of the project, if the actual quantities show either an increase or decrease from the quantities in the Proposal, the Contract Unit Prices will prevail. Technical Specifications RFB 11-04 rev. 4/21/11 29 of 53 Technical Specifications Traffic Signal Communication System Phase 1 Deployment Project 4.0 Active Support Services (Optional) 4.1 General The City is requesting that the Proposer to present a work program for providing the City with active support services for an initial three (3) year period with an option to extend up to five (5) years following the installation and commissioning of the WCS. These support services, if selected at the option of the City, may be included in the TSCS Phase 1 Deployment Project contract. Generally, the Active Support Services shall be on an on-call basis and include, at a minimum, the maintenance and repair of the WCS; qualified personnel able to diagnose and troubleshoot the WCS (including the necessary tools and equipment); and a 24-hour maximum response time to correct, repair and/or replace system components. The Proposer shall provide details of the proposed Active Support Services work program including a schedule of services and fees. Technical Specifications RFB 11-04 rev. 4/21/11 30 of 53 5.0 Public Convenience and Safety The Proposer shall so conduct his/her operation as to cause the least possible obstruction and inconvenience to public traffic. The Proposer shall furnish, erect and maintain such flagmen, barriers, lights, warning devices and signs in compliance with the current "Manual of Uniform Traffic Control Devices, California Supplement", or as may be deemed necessary by the Engineer to give adequate warning to the public at all times that the road or street is obstructed and of any abnormal conditions to be encountered as a result thereof. The Proposer shall provide safe and continuous passage for pedestrian and vehicular traffic at all times. Technical Specifications RFB 11-04 rev. 4/21/11 31 of 53 Technical Specifications Traffic Signal Communication System Phase 1 Deployment Project 6.0 Technical Support 6.1 General The Proposer shall provide technical support to the City during the installation of the Wireless Communication System. The Proposer shall provide a technician, qualified to work on the WCS, to be present onsite at the time the equipment is installed. The Proposer shall provide support as follows: a) Installation Support. The WCS technician will provide onsite support to the City's installation contractor during the Stage 1 Field Test and/or the first several field installations to insure the proper assembly and installation of the equipment in accordance with the equipment manufacturer's installation guidelines. The installation support shall include on-site integration support of the provided systems for all locations throughout the course of the project to ensure optimal system performance. In addition to the onsite support the proposer should anticipate three meetings throughout the course of the project. b) Onsite Training. Prior to project close out, onsite technical training shall be provided by the WCS manufacturer to the City and the City's maintenance personnel in the configuration, administration and maintenance of the wireless communication system. The Proposer shall provide details of the proposed training including course syllabus and prerequisites with their bid. 6.2 Payment The lump sum price paid for Technical Support shall include all appurtenant work, meetings and labor specified in these Technical Specifications. The lump sum bid listed in the Proposal shall not govern final payment. Payment to the Proposer will be adjusted based on the actual quantity of WCS items supplied in accordance with the Contract Documents. Technical Specifications RFB 11 -04 rev. 4/21/11 32 of 53 SAMPLE AGREEMENT. DO NOT COMPLETE AT THIS TIME. SUBJECT TO CHANGE. AGREEMENT FOR (INSERT TYPE OF PROFESSIONAL SERVICES) SERVICES (NAME OF CONTRACTOR) THIS AGREEMENT is made and entered into as of the day of , 20 , by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and ("Contractor"). RECITALS A. City requires the professional services of that is experienced in . B. Contractor has the necessary experience in providing professional services and advice related to . C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of from the date first above written. The City Manager may amend the Agreement to extend it for additional year periods or parts thereof in an amount not to exceed dollars ($ ) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. City Attorney Approved Version 2.18.11 33 of 53 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be dollars ($ ). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 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 attorneys 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. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' City Attorney Approved Version 2.18.11 2 34 of 53 compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VN". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single- limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. I | If box is checked, Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 2.18.11 3 35 of 53 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Name Title Title City Attorney Approved Version 2.18.11 36 of 53 Department Address City of Carlsbad Address Phone No. Phone No. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version 2.18.11 37 of 53 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. City Attorney Approved Version 2.18.11 38 of 53 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 2.18.1 1 39 of 53 26. 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. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California *By: By: (sign here) City Manager or Mayor or Director (print name/title) ATTEST: *By: (sign here) LORRAINE M. WOOD City Clerk (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. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: RONALD R. BALL, City Attorney By: Deputy City Attorney City Attorney Approved Version 2.18.11 40 of 53 EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for City and at what price. City Attorney Approved Version 2.18.11 41 of 53 CITY OF CARLSBAD GENERAL PROVISIONS PLEASE READ CAREFULLY THESE PROVISIONS ARE A PART OF YOUR BID AND ANY CONTRACT Pursuant to the Notice to Bidders advertised in the official City newspaper, the specifications, bidding instructions and requirements on file with the City, the conditions of these General Provisions, and subject to all provisions of the Ordinances of the City of Carlsbad, the Bidder proposes to furnish to the City of Carlsbad, complete at the prices stated in the bid document, the items or services described in the bid document. The person signing the bid warrants that the bid is genuine and not sham or collusive, or made in the interest of, or on behalf of, any person, firm or corporation not named in the bid document; that the Bidder has not directly or indirectly induced or solicited any other Bidder to submit a sham bid, or any other person, firm or corporation to refrain from bidding, and that the Bidder has not, in any manner, sought by collusion to secure any advantage over other bidders. In submitting this proposal, the Bidder agrees that: A. Bidder has carefully examined the specifications and all provisions relating to the items to be furnished, or the work to be done, attached and incorporated into the proposal and understands the meaning, intent and requirements of them, and agrees to the same. B. Bidder will, for the prices quoted, enter into a written contract and furnish the item(s) or complete the work in the time specified, and in strict conformity with the City of Carlsbad specifications for the item(s) or work. 1. FORMS The Purchasing Officer will furnish forms and specifications for all proposals and no bids will receive consideration unless made upon forms so furnished. BIDS MUST BE SUBMITTED IN A SEALED ENVELOPE WITH BID NUMBER ON THE OUTSIDE. COMPLETE WITH THE SPECIFICATIONS AS FURNISHED AND DELIVERED TO CITY OF CARLSBAD PURCHASING DEPARTMENT OR DEPOSITED IN THE BID BOX AT 1635 FARADAY AVENUE. CARLSBAD CA 92008-7314. PRIOR TO THE TIME SET FOR OPENING. 2. PRICES All prices and notations must be in ink or typewritten. Mistakes may be crossed out and corrections typed or written with ink next to them. Such modifications must be initialed in ink by the person signing the bid. Bids shall indicate the unit price extended to indicate the total price for each item bid. Any difference between the unit price correctly extended and the total price shown for all items bid shall be resolved in favor of the unit price, except when the Bidder clearly indicates that the total price for all items bid is based on consideration of being awarded the entire lot, and that an adjustment of the total price is being made in consideration of receiving the entire bid. 42 of 53 3. GUARANTEE OF GOOD FAITH (As required on Proposal Form) Cash, uncertified personal and company checks and certificates of deposit are not acceptable as a guarantee of good faith. Each proposal must be accompanied by an unconditional certified check, or a bank or postal money order, or bid bond executed as surety by a corporation authorized to issue surety bonds in the State of California. Such check, money order or bond shall be made payable to the City of Carlsbad and shall be in the amount specified on the Proposal Form. If the Bidder fails to execute the contract within ten (10) days from the date of the City's mailing of notice that the contract is ready for signature, the City will either award the contract to the next lowest Bidder or will reject all other bids and call for new bids. The Bidder who has failed to so execute the contract shall be liable to the City for the sum-not exceeding the amount of the check, money order or bond, by which the amount of the contract covering the proposal, executed by and between the City and a third party, may exceed the amount bid by the original successful Bidder. Such portion of check, money order or bond as equals the sum shall be declared forfeited to the City of Carlsbad and shall be collected and paid to the City. The Bidder may also be subject to debarment or suspension. IMPORTANT: Failure to furnish a proper guarantee of good faith with the bid when such is required will automatically void the bid. 4. ITEMS OFFERED If the item offered has a trade name, brand and/or catalog number, such shall be stated in the bid. If the Bidder proposes to furnish an item of a different manufacturer or vendor other than that mentioned in the bid specifications, Bidder must specify maker, brand, quality, catalog number, or other trade designation. Unless such is noted on the bid form, it will be deemed that the item offered is that designated in the bid specifications even though the bid may state "or equal". 5. SAMPLES Samples, when required, shall be furnished prior to bid closing date and time, or within time specified in the bid. The City reserves the right to reject bids submitted without the required samples, or to require samples for alternate bids or items offered as "equals". Samples of items, when required, must be furnished free of expense to the City. If they are not destroyed by tests, samples will, upon request, be returned at the bidder's expense. 6. ALTERNATIVE PROPOSALS To be responsive to the bid, Bidder must submit a proposal that meets all specific bid requirements. Bidder may propose "equals" as provided for in accordance with Item 8 of these General Provisions. Once Bidder has proposed a product which is responsive to the specification, Bidder may thereafter include with the bid any additional proposals or alternative products that are not "equals" but that Bidder believes can or may meet or exceed City's requirements, and which offer City additional advantages or benefits based on the state of the art that were not, or could not, be contemplated by City when the requirements were prepared. The City reserves the right to evaluate and accept or reject such alternatives, as 43 of 53 though they were part of the original specifications, without advertising for further bids, or to re-advertise based on such proposed state of the art alternatives when in the best interests of the City. Any awards so made will be based on cost analysis considerations that result in the optimum economic advantage to the City. 7. EXPIRATION OF BID All bids shall be considered as firm for a period of ninety (90) calendar days, commencing the day following the date of bid closing and expiring at midnight of the last day, unless otherwise stated in the body of the solicitation. The Bidder may specify a date that the bid expires, provided the date is specific and is entered on the Proposal or Request for Bid form. 8. BRAND NAME Whenever reference to a specific brand name is made in this Request for Bid, it is illustrative and to be construed as a specification which describes a component that has been tested or evaluated by the City as best meeting the specific operational, design, performance, maintenance, quality or reliability standards and requirements of the City, thereby incorporating these requirements by reference within the specification. An equivalent or "equal" may be offered by the Bidder, subject to testing and evaluation at the option of the City or prior to and after the award of bid. The City reserves the sole right to reject a substituted component that will not fulfill requirements. It shall be the sole responsibility of the Bidder to provide at Bidder's expense any product information, test data, and other information or documents the City may require to fully evaluate or demonstrate the acceptability of the offered substitute. Where appropriate, independent testing or evaluation at qualified test facilities, at Bidder's expense, including destructive testing, may be required as a condition of acceptance. 9. VERIFY BID PRICES Bidders must verify their price quotations prior to bid submission, as withdrawal or correction may not be permitted after the bid has been opened. 10. DELIVERY A. Bidder shall state delivery terms on the Proposal Form unless already specified, in which case delivery shall be made within the time set forth. Where time is stated in a number of days, it shall include Saturdays, Sundays and holidays. Delivery is part of the consideration and must be adhered to as specified. B. Bidder will not be held liable for failure to make delivery because of strikes, conscription of property, governmental regulations, acts of God, or any other cause beyond the bidder's reasonable control; provided a written extension of time is obtained from the City Manager. C. All prices shall be F.O.B. destination. Bids other than F.O.B. destination shall be considered non-responsive and will be rejected. Prices shall include all freight, delivery and set-up charges. 44 of 53 11. FIRM PRICES AND PRICE ADJUSTMENT Prices on bid shall be firm prices not subject to escalation. In the event the specifications provide for escalation, the maximum limit shall be shown, or the bid shall not be considered. In the event of a decline in market price(s) below the price(s) bid, the City of Carlsbad shall receive the benefit of such decline. Manufacturer's general price increases to the trade or industry may be passed on to the City. Prices bid must be firm for the first ninety (90) days on an annual agreement; with a thirty (30) day notification of any price increases thereafter. If any price increase occurs, there will be a one (1) week, or one time, order protection provided at the last effective price. All price increases or notices must be in writing from not only the vendor but also the manufacturer. The City reserves the right NOT to accept the request. 12. TAXES Each bidder shall include all applicable sales taxes as a separate item in their bid. The amount of local city sales tax included in any bid submitted by a local (Carlsbad) vendor shall be credited by the City against said bid. The City is exempt from Federal Excise Tax. 13. MODIFICATION OR WITHDRAWAL OF BIDS Bids may be modified or withdrawn by written notice received prior to the exact hour and date specified for receipt of bid. A bid may also be withdrawn in person by a Bidder, or the Bidder's authorized representative, prior to the exact hour and date set for receipt of bids. 14. LATE BIDS AND MODIFICATIONS OR WITHDRAWALS Bids, modifications of bids, or withdrawals received at the office designated in the solicitation, after the exact hour and date specified for receipt, will not be considered. They will be rejected as a late bid and will be returned to bidder unopened. 15. NO BIDS If no bid is to be submitted, the bid should be marked "NO BID" and reason stated on the Proposal Form, which should be returned in order to maintain the Bidder's name in City's vendor file for further solicitations. A letter or postcard may be submitted instead a blank proposal form. If a Bidder fails to respond to two Requests to Bid without returning a "NO BID" response, the Purchasing Officer reserves the right to delete the Bidder from the vendor file for future solicitation. 16. CONFIDENTIAL INFORMATION Any information deemed confidential or proprietary should be clearly identified by the Bidder as such. It will be protected and treated with confidentiality only to the extent permitted by California state law considering public information. Otherwise the information shall be considered a public record. Any data to be returned should be so marked and will be returned if not essential to the bid or contract record. 45 of 53 17. SIGNATURE All bids must be signed, with the firm named as indicated. A bid by a corporation must be signed by a duly authorized officer, employee or agent, with his or her title. Obligations assumed by such signature must be fulfilled. 18. QUALITY Unless otherwise required in the specifications, all goods furnished shall be NEW and UNUSED and the BEST OF THEIR KIND. 19. LITIGATION WARRANTY The Bidder, by bidding, warrants that Bidder is not currently involved in litigation, arbitration, or an administrative proceeding concerning the materials, or Bidder's performance, concerning the same or similar material to be supplied pursuant to this contract or specification, and that no judgments, awards or administrative determinations have been made against Bidder, on the basis of Bidder's performance in supplying or installing the same or similar material, unless such fact is disclosed to the City in the bid. Disclosure will not disqualify the Bidder. The City reserves the right to evaluate bids, on the basis of the facts surrounding such litigation, arbitration, or administrative proceeding and to require Bidder to furnish the City with a surety bond executed by a surety company authorized to do business in the State of California and approved by the City of Carlsbad, in a sum equal to one hundred percent (100%) of the contract price, conditional on the faithful performance by Bidder of the contract, in the event the bid is awarded to Bidder, notwithstanding the litigation, arbitration, or administrative proceeding. 20. ROYALTIES, LICENSES AND PATENTS Unless otherwise specified, the Bidder shall pay all royalties, license and patent fees. The Bidder warrants that the materials to be supplied do not infringe any patent, trademark or copyright, and further agrees to defend any and all suits, actions and claims for infringement that are brought against the City, and to defend, indemnify and hold harmless the City from all loss or damages whether general, exemplary or punitive, as a result of any actual or claimed infringement asserted against the City, the Bidder, or those furnishing material to Bidder pursuant to this contract. 21. PERFORMANCE STANDARDS Performance of work, and acceptability of equipment or materials supplied, pursuant to any contract or award, shall be to the satisfaction of the City. 22. WARRANTIES A. All material, labor or equipment provided under the contract shall be warranted by Bidder, and/or manufacturer, for at least twelve (12) months after final acceptance by City, except automotive equipment which will be warranted for a minimum 12,000 miles or 12 months, whichever occurs first. Greater warranty protection will be 46 of 53 accepted. Lesser warranty protection must be indicated by Bidder on the bid proposal as an exception. B. Bidder shall be considered primarily responsible to the City for all warranty service, parts and labor applicable to the goods or equipment provided by Bidder under this bid or award, irrespective of whether Bidder is an agent, broker, fabricator or manufacturer's dealer. Bidder shall be responsible for ensuring that warranty work is performed at a local agency or facility convenient to City and that services, parts and labor are available and provided to meet City's schedules and deadlines. City may require Bidder to post a performance bond after contract award to guarantee performance of these obligations. Bidder may establish a service contract with a local agency satisfactory to City, to meet this obligation if Bidder does not ordinarily provide warranty service. 23. ADDENDA The effect of all addenda to the bid documents shall be considered in the bid, and said addenda shall be made part of the bid documents and shall be returned with them. Before submitting a bid, each Bidder shall ascertain whether or not any addenda have been issued, and failure to cover in this bid any such addenda issued, may render the bid invalid and result in its rejection. 24. SPECIFICATIONS TO PREVAIL The detailed requirements of the specifications shall supersede any specific requirement of these General Provisions which are in conflict therewith. The City reserves the right of being sole judge of bid meeting specifications. Requests for interpretation of bid specifications shall be made in writing to the Purchasing Officer at least five days prior to the date of the bid opening. 25. FAITHFUL PERFORMANCE BOND The successful Bidder may be required to furnish the City with security for the faithful performance of the contract, in a sum up to One Hundred Percent (100%) of the amount of the contract price. This security may take the form of a bond executed by a surety company authorized to do business in the State of California and approved by the City or Carlsbad, or a money order or certified check drawn on a solvent bank. Such bond or deposit shall be forfeited to the City in the event the Bidder fails or refused to fulfill the requirements and all terms and conditions of the contract. 26. AWARD OF CONTRACT A. Bids will be analyzed and the award will be based on the best value to the City. The decision will be based on objective and other predetermined criteria as set forth in the Invitation to Bid. Factors to be considered include, but are not limited to: cost, conformance to the solicitation, supplier's qualifications, past performance, customer service and warranties. 47 of 53 B. The City reserves the right to perform a pre-award survey of the bidder to determine capability to perform, including but not limited to, facilities, financial responsibility, materials/supplies, and past performance. The determination of the City as to the bidder's prospective ability to perform the contract shall be conclusive. C. The City reserves the right to reject any item or items therein; to waive informalities, technical defects and minor irregularities in bids received; and to select the bid(s) deemed most advantageous to the City. The City will however consider bids submitted on an "all or nothing" basis if the bid is clearly designated as such. D. The City reserves the right to award one or more contracts on the bids submitted, whether by award of all items to one Bidder, or by award of separate items or groups of items to various Bidders, as the interests of the City may require, unless the Bidder clearly specifies otherwise in his bid. E. Upon acceptance by the City of Carlsbad, the solicitation, bid, proposal, or price quotation, and a purchase order issued to the successful Bidder within the time specified, shall be deemed to result in a binding contract without further action required by either party. Items are to be furnished as described in the bid and in strict conformity with all instructions, conditions, specifications and drawings contained in the complete contract. 27. DOCUMENTATION Due to the time constraints that affect contract performance, all required documents, certificates of insurance and bonds or deposits shall be provided to the City (Attention: Purchasing Department) within ten (10) days following award, or date of request, by City, whichever is later. Any failure to comply may result in bid being declared non-responsive and rejected, and/or at City's option the bid bond will be attached for damages suffered. 28. PURCHASE ORDERS All goods and services will be ordered by means of a Purchase Order. (THE CITY WILL NOT BE RESPONSIBLE FOR ARTICLES OR SERVICES FURNISHED WITHOUT A PURCHASE ORDER.) 29. SELLER'S INVOICE Invoices shall be prepared and submitted in duplicate to: Accounts Payable, City of Carlsbad, 1635 Faraday Avenue, Carlsbad, CA 92008-7314. Separate invoices are required for each Purchase Order. Invoices shall contain the following information: Purchase Order number, item number, description of supplies or services, sizes, units of measure, quantities, unit prices and extended totals. 30. INSPECTION AND ACCEPTANCE Inspection and final acceptance will be at destination unless specified otherwise, and will be made by the City department shown in the "Ship To:" address or other duly authorized 48 of 53 representative of the City. Until delivery and final acceptance, and after any rejection, risk of loss will be on the Bidder, unless loss results from the sole negligence of the City. 31. LOST AND DAMAGED SHIPMENTS Risk of loss or damage to items prior to the time of their receipt and final acceptance by the City is upon the Bidder. The City has no obligation to accept damaged shipments and reserves the right to return, at the Bidder's expense, damaged merchandise even if the damage was not apparent or discovered until after receipt of the items. 32. LATE SHIPMENTS Bidder is responsible to notify the City department receiving the items and the Purchasing Officer, of any late or delayed shipments. The City reserves the right to cancel all or any part of an order if the shipment is not made as promised. 33. COMPLIANCE WITH INDUSTRIAL SAFETY CODES All equipment, instruction manuals, spare parts and other items furnished shall, where applicable, conform with the Safety Orders of the California Division of Industrial Safety. Material Safety Data Sheets (MSDS) shall be supplied, for each applicable item, with the initial order. All containers shall be labeled per OSHA specifications. 34. WAIVER The failure of the City to enforce a particular condition or provision of any contract awarded hereunder shall not constitute a waiver of that provision or condition or its enforceability by the City. 35. CONSEQUENCES OF VIOLATIONS OF LAW REGARDING ANTI-COMPETITIVE BUSINESS PRACTICES OR UNFAIR TRADE PRACTICES Any acts or omissions of Bidder in violation of federal, state or municipal law, or City policies and regulations regarding anti-competitive practices, unfair trade practices, collusion, contingent fees, gratuities, kickbacks, contemporaneous employment or similar violations creating an unfair influence on the public bidding and award process, pertaining to this contract or proposal, may void this contract. In addition to all other remedies or damages allowed by law, Bidder shall be liable to City for all damages City thereby suffers or incurs, including costs for substitute performance, and may also be subject to debarment. 36. CONFLICT OF INTEREST No employee, or member of the employee's immediate family, or elected or appointed member of City government, may participate directly or indirectly in the procurement process pertaining to this bid, if they: A. Have a financial interest, or other personal interest, which is incompatible with the proper discharge of their official duties in the public interest, or would tend to impair their independence, judgment or action in the performance of their official duties. 49 of 53 B. Are negotiating for, or have an arrangement concerning, prospective employment with Bidder. The Bidder warrants to the best of his knowledge that the submission of the bid will not create such conflict of interest. In the event such a conflict occurs, the Bidder is to report it immediately to the Purchasing Officer. For breach or violation of this warranty, the City shall have the right to annul this contract, at its discretion, without liability. Bidder may also be subject to damages and/or debarment or suspension. 37. CITY PROVISIONS TO PREVAIL Except as specified in the specifications, the City's standard General Provisions shall govern any contract award. Any standard terms and conditions of Bidder, submitted by Bidder, shall not be acceptable to City unless expressly assented to by City by separate documents. The City reserves the right to reject Bidder's bid as non-responsive, to consider the bid without Bidder's standard terms and conditions, or to require Bidder to delete reference to such, as a condition of evaluation or award of the bid. If, after award of contract, Bidder (contract vendor) shall provide materials, or services, accompanied by new or additional standard terms or conditions, they too shall be considered void, and City may require deletion thereof as a further condition of performance by vendor. To the extent not otherwise provided for by the contract documents, the California Commercial Code shall apply. 38. AMENDMENTS AND MODIFICATIONS The Purchasing Officer may at any time, by a written order, and without notice to the sureties, make a modification to the contract or an amendment to the Purchase Order, within the general scope of this contract, in (1) drawings, designs, or specifications, where the supplies to be furnished are to be specially manufactured for the City in accordance therewith; (2) method of shipment or packing; and (3) place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this contract, whether changed or not changed by any such order, an equitable adjustment shall be made by written modification of the contract or amendment to the Purchase Order. Any claim by the Bidder for adjustment under this clause must be asserted within 30 days from the date of receipt by the Bidder of the notification; provided that, if Purchasing Officer decides that the facts justify such action, the Purchasing Officer may receive and act upon any such claim, if asserted prior to final payment under this contract. Failure to agree to any adjustment shall be a dispute, concerning a question of fact, within the meaning of the clause of these provisions entitled "Disputes". However, nothing in this clause shall excuse the Bidder from proceeding with the contract as changed. 39. DISPUTES Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract, which is not disposed of by agreement, shall be decided by the Purchasing Officer, who shall reduce this decision to writing or mail or otherwise furnish a copy thereof to the Bidder. The decision of the Purchasing Officer shall be final and conclusive unless, within 30 days from the date of receipt of such copy, the Bidder mails or otherwise furnishes to the Purchasing Officer a written appeal addressed to the City 50 of 53 Manager. The decision of the City Manager, or his duly authorized representative for the determination of such appeals, shall be final and conclusive. In connection with any appeal proceeding under this clause, the Bidder shall be afforded an opportunity to be heard and to offer evidence in support of the Bidder's appeal. Pending final decision of a dispute hereunder, the Bidder shall proceed diligently with the performance of the contract, and in accordance with the Purchasing Officer's decision. 40. TERMINATION FOR DEFAULT A. The City of Carlsbad, California, hereafter referred to as the City may by written notice of default to the Bidder (subject to the provisions of paragraph (C) below) terminate the whole or any part of this contract, in any one of the two following circumstances: 1. If the Bidder fails to make delivery of the supplies or to perform the services, within the time specified herein, or any extension thereof; or 2. If the Bidder fails to perform any of the other provisions of this contract, or so fails to make progress to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days after receipt of notice from the Purchasing Officer specifying such failure. B. In the event the City terminates this contract, in whole or in part, as provided in paragraph (A) of this clause, the City may procure, upon such terms and in such manner as the Purchasing Officer may deem appropriate, supplies or services similar to those so terminated, and the Bidder shall be liable to the City for any excess costs for such similar supplies or services; provided, that the Bidder shall continue the performance of this contract to the extent not terminated under the provisions of this clause. C. The Bidder shall not be liable for any excess costs, if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Bidder. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the City in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restriction, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the Bidder. D. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Bidder was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the Bidder shall be the same as if notice of termination for convenience had been issued pursuant to such clause. 41. TERMINATION FOR CONVENIENCE The Purchasing Officer, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of the City. If this contract is for supplies and is so terminated, the Bidder shall be compensated in accordance with his auditable costs to point of 51 of 53 Notification of Termination. To the extent that this contract is for services and is so terminated, the City shall be liable only for payment in accordance with the payment provisions of this contract, for the actual services rendered to the effective date of termination. 42. LABOR PRACTICES The Bidder shall comply with all Federal and State Laws, and City Ordinances where applicable, relating to fair labor practices and discrimination in the employment of persons. 43. INSURANCE Unless otherwise provided, Bidder shall cause City to be named as an additional insured on liability and/or products liability insurance concerning Bidder's performance, products, or equipment in amounts, scope and duration as may be required by the Purchasing Officer. Bidder shall provide evidence of Workers' Compensation Insurance covering all employees. 44. LIABILITY AND INDEMNIFICATION Bidder agrees to defend, indemnify, protect and hold City, and its agents, officers and employees, harmless from and against any and all claims asserted, or liability established for damages or injuries to any person or property, including injury to Bidder's employees, agents or officers which arise from or are connected with, or are caused or claimed to be caused by the acts or omissions of Bidder, and its agents, officers or employees, in performing the work or services or supplying the materials or equipment herein, and all expenses of investigating and defending against same; provided, however, that Bidder's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. This shall not prejudice the right of the City to appear in such suit, participate in the defense, and take such actions as may be necessary to protect the interests of the City. 45. EQUAL OPPORTUNITY POLICY The City of Carlsbad will not discriminate with regard to race, religious creed, color, national origin, ancestry, disability, marital status, veteran's status, sex, or sexual orientation or age in the award of contracts. 46. ANNUAL APPROPRIATION OF FUNDS Multi-year term supply and service contracts and leases are subject to annual appropriation of funds by the City Council. Payments made under term contracts and leases are considered items of current expense. Purchase Orders are funded when issued, therefore are current expense items and are not subject to any subsequent appropriation of funds. In the event sufficient funds are not appropriated for the payment of lease payments, or anticipated term contract payments, required to be paid in the next occurring lease or contract term, and if no funds are legally available from other sources, the lease or contract may be terminated at the end of the original term or renewal term and the City shall not be obligated to make further payments beyond the then current original or renewal term. The 52 of 53 City will provide notice of its inability to continue the lease or contract at such time as the Purchasing Officer is aware of the non-appropriation of funds. However, failure to notify does not renew the term of the lease or contract. If a lease is canceled, the events of default will occur as described in the lease and/or Item 40 of these General Provisions. The City has no monetary obligation in event of termination or reduction of a term contract, since such contracts represent estimated quantities and are not funded as a contract except to the extent of the Purchase Orders already issued. 47. TEN PERCENT (10%) RETENTION The City reserves the right to withhold a ten percent (10%) retention on all Purchase orders until the supplies, services or equipment have been accepted. 48. QUANTITIES Estimated quantities are given as a basis for comparison of bids. The City does not, expressly or by implications, agree that the actual quantities will be purchased. 53 of 53