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HomeMy WebLinkAboutMcCain Inc; 2011-11-01; TRAN850TRAN850 MASTER PURCHASE AGREEMENT FOR TRAFFIC SIGNAL VIDEO DETECTION EQUIPMENT BETWEEN CITY OF CARLSBAD AND McCAIN, INCORPORATED /-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 McCAIN, INCORPORATED, a California Corporation, hereinafter referred to as "Seller" or "Contractor." RECITALS A. The parties to this exclusive Agreement will purchase from Seller and Seller will sell to City, traffic signal video detection 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 #11-05. 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 Agreement and the annual appropriation of funds by the City. In such event, the parties will prepare a written City Attorney Approved Version 5/9/11 amendment, indicating the effective date of the amendment and the length of the extended Agreement. 4. COMPENSATION The cumulative total for all purchases allowed pursuant to this Agreement will not exceed seven hundred thousand dollars ($700,000) per the agreement term in its entirety. 5. TERMINATION City may terminate this agreement at any time with thirty (30) days written notice to Seller. Seller may terminate this Agreement at any time with ninety (90) days written notice to the City. 6. DELIVERY A. The delivery for purchase orders placed pursuant to this Agreement shall be as specified in the City's purchase order. B. Time is of the essence on orders and delay in delivery will cause injury to the Buyer. Should the Contractor be obstructed or delayed in the production or delivery of Product(s) required hereunder by any act or omission of the City or by strikes, an act of God, or by no fault of the Contractor in its ability to obtain materials ("Delaying Event"), then the time for delivery of the order shall be extended for such period as may be either agreed to between Contractor and City or equal to the period of time of the Delaying Event. C. Notwithstanding any other provision of this Agreement, if delivery cannot be made within forty five days after receipt of a purchase order, Buyer may, upon knowledge of the fact and regardless whether or not the delay would be excusable, terminate the purchase order by written notice to Seller. The termination shall be without cost to Buyer and shall discharge all obligations and liabilities of the Buyer/Seller under the purchase order except as to Products previously delivered and accepted by Buyer. 7. PASSAGE OF TITLE AND RISK OF LOSS Unless 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. Seller shall inspect and test all Products prior to shipment to Buyer. In addition, all Products shall be subject to final inspection and acceptance by Buyer at Buyer's facility. Final inspection and acceptance or rejection will be made by Buyer within thirty (30) days after receipt of Products, and failure of Buyer to reject any Product within thirty (30) days after receipt shall constitute acceptance. Should Buyer reject any Product for failure to conform to the requirements of a purchase order, Buyer shall notify Seller in writing of the rejection, giving detailed reasons for the rejection. Seller shall then have the option to repair or replace the nonconforming Product within ten (10) days at Buyer's designated delivery facility. If Seller fails to act to correct any nonconforming Product within this time period, then Buyer may return any nonconforming Product(s) to Seller. Rejected items to be returned to Seller shall be shipped at Seller's risk and expense. City Attorney Approved Version 5/9/11 8. WARRANTY Seller warrants to Buyer that all Products delivered under this Agreement shall be free from defects in materials and workmanship, that all Products will conform to the requirements of the order including, but not limited to, the applicable descriptions, specifications, and drawings agreed to by the parties and, to the extent the items are not manufactured pursuant to detailed designs furnished by Buyer, that all Products will be free from defects in design and suitable for the intended purposes. In addition, Seller warrants that all Products will, at the time of delivery, be free from any security interest or other lien or encumbrance. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including 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 seq.. 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. City Attorney Approved Version 5/9/11 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 17. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_day of CONTRACTOR McCAIN, INCORPORATED, a California corporation (print name/title) By: (sign here) (print name/title) .,2011. CITY OF CARLSBAD, a municipal corporation of the State of California B/: or Directe ATTEST: LORRAINE M. WOOD City Clerk 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 BY: City Attorney Approved Version 5/9/11 Exhibit "A" Request for Bid RFB #11-05 City Attorney Approved Version 5/9/11 REQUEST FOR BID RFB #11-05 FOR Traffic Video Detection Equipment Upgrade APRIL 2011 BIDS MUST BE RECEIVED SEALED AND CLEARLY MARKED ON THE OUTSIDE WITH "RFB #11-05 TRAFFIC VIDEO DETECTION EQUIPMENT UPGRADE" BIDS MUST BE RECEIVED PRIOR TO 11:00 A.M. ON May 6,2011 AT: CITY OF CARLSBAD Transportation 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. City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment REQUEST FOR BID Traffic Video Detection Equipment BID NO. 11-05 Bid Opening: May 6,2011 11:00 a.m. FOR: Furnishing the City of Carlsbad with traffic video detection equipment to upgrade equipment at sites with existing video detection equipment for the period from approximately July 1, 2011 through June I, 2014 in accordance with the attached specifications. Quantities listed are for estimated purchases for one year. Actual quantities may be greater or lesser at the time of ordering. The awarded vendor will only be paid for actual quantities purchased by the City. In accordance with the Carlsbad Municipal Code, awards shall be based on a best value evaluation. Initial criteria used for the evaluation will include: cost, responsiveness to specifications, and unspecified value-added offerings which may be offered by the bidder. Staff will recommend final award to the City Council. The lowest bidder may not receive the award. 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 Video Detection Equipment, Bid 11-05". Manuals, brochures, cut sheets and all other required submittals must be included with the bid. Delivery of sample wireless communications system kits will be to: City of Carlsbad, General Services, 405 Oak Avenue, Carlsbad, CA 92008. FINALISTS MUST SUBMIT REQUIRED SAMPLES TO THE TRANSPORTATION DEPARTMENT. 1635 FARADAY AVENUE. CARLSBAD. CA 92008 MARKED ATTN: DOUG BILSE WITHIN 30 CALENDAR DAYS OF BID OPENING. If you have questions regarding the specifications, please call Doug Bilse at (760) 602-7504. If you have questions regarding the bid process, please call John DeRego at (760) 602-2467. THE CITY OF CARLSBAD ENCOURAGES THE PARTICIPATION OF MINORITY- AND WOMEN- OWNED BUSINESSES VENDOR'S BID* The matrix below describes eight (8) items upon which the City requests a bid. Please note that the numbers listed in the "Quantity and Units" category of the matrix below are estimates only, and will not be used for any purpose other than to compare bids received in response to this Request for Bids. The actual payments made to the Vendor will be based on the Vendor's actual materials delivered to the City consistent with the terms and conditions of the contract documents. City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 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: Item No. i. 2. 3. 4. 5. 6. 7. 8. Description Camera Assemblies Single-channel video processors 2-channel Extension Modules Pelco extension brackets 17" color monitor Remote communications module Technical Support *Estimated Quantity and Units 120 Each 120 Each 20 Each 120 Each 12 Each 12 Each Lump Sum Sales Tax @ 8.75% Unit Price s Each $ Each S Each S Each $ Each $ Each S Each Total $ (Extended Amount) $ (Extended Amount) $ (Extended Amount) S (Extended Amount) $ (Extended Amount) $ (Extended Amount) S (Extended Amount) S "Estimate based on estimated City needs and is for bid comparison purposes only. The actual payments made to the Vendor will be based on the actual items delivered to the City consistent with the terms and conditions of the contract documents, and may be different from the prices estimated above. Total amount of Vendor's Bid in words:.(Items 1-8) Total amount of Vendor's Bid in numbers:.(Items 1-8) City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment In the event of a discrepancy between the total amount of Vendor'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 City of Carlsbad Bid No. 11-05 Traffic Video Detection 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 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 vendor. 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. City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment LISTOFSUBMITTALS 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. Completed Proposed Cost of Service Chart. Vendor's Statement of Minimum Qualifications Vendor's Statement of Ability to Provide Goods and Warranty Services Vendor's Statement of Delivery Schedule. Vendor's Statement of Unspecified Value Added Offerings City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment EVALUATION OF PROPOSAL 1. The Vendor 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 Vendor'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. Initial criteria used for the evaluation will include: cost, responsiveness to specifications, and unspecified value-added offerings which may be offered by the bidder. Staff will recommend final award to the City Council. The lowest bidder may not receive the award. 3. Each vendor, by the submission of a bid, assents to each and every term and condition set forth within this specification and attached agreement and, upon award, agrees to be bound thereby. 4. 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. 5. It is the vendor'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 vendor's "non-responsiveness." 6. If a vendor 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. City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment MINIMUM VENDOR QUALIFICATIONS 1. The Manufacturer of the proposed traffic video detection equipment is required to have a minimum of five (5) years in business manufacturing traffic video detection equipment. The Vendor shall provide and attach documentation to the bid verifying this experience. 2. The Vendor is required to provide proof of commercial delivery of at least one (1) of each items in this request for bids 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 the total number that have been installed to date. The Vendor shall provide and attach documentation to the bid verifying this experience. 3. The Vendor is required to be a manufacturer's authorized distributor for the traffic video detection equipment that are submitted in this request for bids. The Vendor shall provide and attach documentation to the bid verifying their status as a manufacturer's authorized distributor. 4. Any Vendor that fails to provide the required proof of qualifications shall have their bid declared "Non-Responsive" and their bid shall not be considered for this procurement. By submission of a bid, Vendor's agree that the City of Carlsbad shall make the sole determination as to the Vendor meeting these minimum qualifications. City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment VENDOR SHALL ATTACH VENDORS STATEMENT OF MINIMUM QUALIFICATIONS HERE. (VENDOR 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 City of Carlsbad Bid No. 11 -05 Traffic Video Detection Equipment VENDOR'S STATEMENT OF ABILITY TO PROVIDE GOODS AND WARRANTY SERVICES The Vendor 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 VENDOR'S STATEMENT OF ABILITY TO PROVIDE SERVICES HERE) 10 City of Carlsbad Bid No. 11 -05 Traffic Video Detection Equipment VENDOR'S 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. If none, please state "none". Attachments may be used. 11 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment DELIVERY SCHEDULE 1. The Vendor is required to deliver all requested traffic video detection equipment within 45 calendar days of issue of Purchase Order from the City of Carlsbad. 2. The Vendor 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 12 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment SPECIFICATIONS FOR TRAFFIC VIDEO DETECTION EQUIPMENT Specification for a Modular (Multi or Single Camera) Video Detection System 1. General This specification sets forth the minimum requirements for a system that detects vehicles on a roadway using only video images of vehicle traffic. 1.1 System Hardware The video detection system (VDS) shall consist of up to four video cameras, a video detection processor (VDP) capable of processing from one to four video sources, output extension modules, video surge suppressors and a pointing device. 1.2 System Software The system shall include software that detects vehicles in multiple lanes using only the video image. Detection zones shall be defined using only an on-board video menu and a pointing device to place the zones on a video image. Up to 24 detection zones per camera view shall be available. A separate computer shall not be required to program the detection zones. 2. Functional Capabilities 2.1 Available System Configuration a. The VDS will be deployed at locations where site conditions and roadway geometry vary. The VDS system may also be deployed at locations where existing cabinets or equipment exist. Existing site configurations will dictate the availability of cabinet space and VDS usage. b. The proposed VDS shall be available in various configurations to allow maximum deployment flexibility. Each configuration shall have identical user interface for system setup and configuration. The communications protocol to each configuration shall be identical and shall be hardware platform independent. The proposed VDS shall have multiple configurations available for deployment as described in Table 1. 13 City of Carlsbad Bid No.l 1-05 Traffic Video Detection Equipment Table 1. VDS Configuration Description Single-Channel Rack Mounted (Required) Dual-Channel Rack Mounted (Required) Quad-Channel Rack Mounted (Optional) Video Inputs 1 2 4 Video Outputs 1 1 1 Mounting Configuration Rack Mount (Type 170 Racks) Rack Mount (Type 170 Racks) Rack Mount (Type 170 Racks) Power Supply Requirements 12/24 VDC Power From Rack 12/24 VDC Power From Rack 12/24 VDC Power From Rack 2.2 System Interfaces The following interfaces shall be provided for each of the configurations identified in Table 1. a. Video Input: Each video input shall accept RS170 (NTSC) or CCIR (PAL) signals from an external video source (camera sensor, DVD or video tape player). The interface connector shall be located on the front of the video processing unit. For optional four-channel VDPs, an adapter cable that converts the interface to 4 individual connectors shall be used. The video input shall have the capability to select 75-ohm or high impedance (Hi-Z) termination. b. Video Lock LED: A LED indicator shall be provided to indicate the presence of the video signal. The LED shall illuminate upon valid video synchronization and turn off when the presence of a valid video signal is removed. c. Video Output: One video output shall be provided. The video output shall be RS170 or CCIR compliant and shall pass through the input video signal. For multi- channel video input configurations, a momentary push-button shall be provided on the front panel to toggle through each input video channel. In the absence of a valid video signal, the channel shall be skipped and the next valid video signal shall be switched. The video output shall have the capability to show text and graphical overlays to aid in system setup. The overlays shall display real-time actuation of detection zones upon vehicle detection or presence. Overlays shall be able to be turned off by the user. Control of the overlays and video switching shall also be provided through the serial communications port. The video output 14 City of Carlsbad Bid No. 11 -05 Traffic Video Detection Equipment interface connector shall be positive locking type. Friction type (e.g. RCA type) connectors shall not be allowed. d. Serial Communications: A serial communications port shall be provided on the front panel. The serial port shall compliant with EIA232 electrical interfaces and shall use a DB9 type connector. The serial communications interface shall allow the user to remotely configure the system and/or to extract calculated vehicle/roadway information. The interface protocol shall be documented or interface software shall be provided. The interface protocol shall support multi-drop or point-to-multipoint communications. Each VDS shall have the capability to be addressable. e. Contact Closure Output: Open collector contact closure outputs shall be provided. Four (4) open collector outputs shall be provided for the single, dual or quad channel rack-mount configuration. Additionally, the VDPs shall allow the use of extension modules to provide up to 24 open collector contact closures per camera input. Each open collector output shall be capable of sinking 30 mA at 24 VDC. Open collector outputs will be used for vehicle detection indicators as well as discrete outputs for alarm conditions. f. Logic Inputs: Logic inputs such as delay/extend or delay inhibit shall be supported through the appropriate detector rack connector pin or front panel connector in the case of the I/O module. For VDPs and extension modules, 4 inputs shall be supported. The I/O module shall accommodate four (4) inputs.. g. Detection LEDs: LEDs shall be provided on the front panel. The LEDs shall illuminate when a contact closure output occurs. Rack-mounted video processors shall have a minimum of four (4) LEDs. Rack-mounted extension modules shall have two (2) or four (4) LEDs (depending upon extension module type) to indicate detection. h. Test Switches: The front panel of the VDP shall have detector test switches to allow the user to place calls on each channel. The test switch shall be able to place either a constant call or a momentary call depending on the position of the switch. i. Mouse Port: A USB mouse port shall be provided on the video processing unit. The mouse port shall not require special mouse software drivers. The mouse port shall be used as part of system setup and configuration. A mouse shall be provided with each video processor. j. Extension Modules: Extension modules (EM) shall be available to eliminate the need of rewiring the detector rack, by enabling the user to plug an extension module into the appropriate slot in the detector rack to provide open collector 15 City of Carlsbad Bid No.l 1-05 Traffic Video Detection Equipment outputs. The extension module shall be connected to the VDP by a twisted-pair cable with modular connectors. VDP and EM communications shall be accommodated by methods using differential signals to reject electrically coupled noise. The extension module should be available in both 2 and 4 channel configurations. EM configurations shall be programmable from the VDP. A separate I/O module with 32 outputs and 8 inputs using external wire harness for expanded flexibility shall also be available. 2.3 General System Functions a. Detection zones shall be programmed via an on board menu displayed on a video monitor and a pointing device connected to the VDP. The menu shall facilitate placement of detection zones and setting of zone parameters or to view system parameters. A separate computer shall not be required for programming detection zones or to view system operation. b. The VDP shall store up to three different detection zone patterns. The VDP can switch to any one of the three different detection patterns within 1 second of user request via menu selection with the pointing device. Each configuration shall be uniquely labeled and able to be edited by the user for identification. The currently active configuration indicator shall be displayed on the monitor. c. The VDP shall detect vehicles in real time as they travel across each detection zone. d. The VDP shall accept new detection patterns from an external computer when the external computer uses the correct communications protocol for downloading detection patterns. A Windows™-based software designed for local or remote connection and providing video capture, real-time detection indication and detection zone modification capability should be provided with the system. e. The VDP system shall have the capability to automatically switch to any one of the stored configurations based on the time of day which shall be programmable by the user. f. The VDP shall send its detection patterns to an external computer through the EIA232 port when requested when the external computer uses the appropriate communications protocol for uploading detection patterns. 16 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment g. The VDP shall default to a safe condition, such as a constant call on each active detection channel, in the event of unacceptable interference or loss of the video signal, h. The system shall be capable of automatically detecting a low-visibility condition such as fog and respond by placing all defined detection zones in a constant call mode. A user-selected alarm output shall be active during the low-visibility condition that can be used to modify the controller operation if connected to the appropriate controller input modifier(s). The system shall automatically revert to normal detection mode when the low-visibility condition no longer exists. 3. Vehicle Detection 3.1 20 or more detection zones per camera input shall be supported and each detection zone can be sized to suit the site and the desired vehicle detection region. 3.2 The VDP shall provide up to 20 or more open collector output channels per camera input using one or more extension modules. 3.3 A single detection zone shall be able to replace multiple inductive loops and the detection zones shall be OR'ed as the default or may be AND'ed together to indicate vehicle presence on a single phase of traffic movement. 3.4 Placement of detection zones shall be done by using only a pointing device, and a graphical interface built into the VDP and displayed on a video monitor, to draw the detection zones on the video image from each video camera. No separate computer shall be required to program the detection zones. 3.5 Up to 3 detection zone patterns shall be saved for each camera within the VDP memory. The VDP's memory shall be non-volatile to prevent data loss during power outages. 3.6 The activation of the detection zone pattern for current use shall be done through a local menu selection. It shall be possible to activate a detection zone pattern from VDP memory and have that detection zone pattern displayed within 1 second of activation. 3.7 When a vehicle is detected within a detection zone, the corners of the detection zone shall activate on the video overlay display to confirm the detection of the vehicle. 3.8 Detection shall be at least 98% accurate in good weather conditions, with slight degradation possible under adverse weather conditions (e.g. rain, snow, or fog) which reduce visibility. Detection accuracy is dependent upon site geometry, camera placement, camera quality and detection zone location, and these accuracy levels do not include allowances for occlusion or poor video due to camera location or quality. 17 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 3.9 The VDP shall provide dynamic zone reconfiguration (DZR). DZR enables normal operation of existing detection zones when one zone is being added or modified during the setup process. The new zone configuration shall not go into effect until the configuration is saved by the operator. 3.10 Detection zone setup shall not require site specific information such as latitude and longitude to be entered into the system. 3.11 The VDP shall process the video input from each camera at 30 frames per second. Multiple camera processors shall process all video inputs simultaneously. 3.12 The VDP shall output a constant call during the background learning period of no more than 3 minutes. 3.13 Detection zone outputs shall be configurable to allow the selection of presence, pulse, extend, and delay outputs. Timing parameters of pulse extend, and delay outputs shall be user definable between 0.1 to 25.0 seconds. 3.14 Up to six detection zones per camera view shall have the capability to count the number of vehicles detected. The count value shall be internally stored for later retrieval through the EIA232 port. The zone shall also have the capability to calculate and store average speed and lane occupancy at bin intervals of 30 seconds, 1 minute, 2 minutes, 5 minutes, 10 minutes, 15 minutes, 30 minutes and 60 minutes. 3.15 The system will utilize a zone based constant call mode for a failsafe operation. When a zone goes to failsafe recall as a result of a low contrast or loss of power condition only the output channel associated with that zone will recall. All other channels will not be affected. 3.16 The system software should utilize a redundant tracking algorithm to enhance vehicle presence detection and data collection. 3.17 System software will include a moving shadow and occlusion rejection algorithm. 3.18 System software should include a menu selectable zone type labeled "Bike" that is specifically designed to detect bicycles. 3.19 System software should include a virtual keyboard that is present when performing any labeling functions for the detection zones and cameras. 3.20 Detection zone indications will outline of the entire zone when detecting vehicle presence. The zone indication will be unique when the system senses a challenging condition such as fog or glare. 18 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 4. VDP and EM Hardware 4.1 The VDP and extension module (EM) shall be specifically designed to mount in a standard detector rack, using the edge connector to obtain power, provide contact closure outputs and accept logic inputs (e.g. delay/extend). No adapters shall be required to mount the VDP or EM in a standard detector rack. Detector rack rewiring shall not be required. The EM shall be available to avoid the need of rewiring the detector rack, by enabling the user to plug an extension module into the appropriate slot in the detector rack. The extension module shall be connected to the VDP by a cable with modular connectors, and shall output contact closures in accordance with user selectable channel assignments. The EM is available in 2 or 4 channel configurations. 4.2 Input Power The VDP and EM shall be powered by 12 or 24 volts DC. VDP and EM modules shall automatically compensate for either 12 or 24 VDC operation. VDP power consumption shall not exceed 7.5 watts. The EM power consumption shall not exceed 3 watts. 4.3 Input and Outputs The VDP and EM shall include detector input and output pin out compatibility with industry standard detector racks. The EM shall accommodate inputs through a "D" connector and shall provide outputs through a "D" connector on the front panel. 4.4 Video Inputs VDPs should include one, two or four BNC video input connections suitable for composite video inputs. The video input should include a switch selectable 75-ohm or high impedance termination to allow camera video to be routed to other devices, as well as input to the VDP for vehicle detection. 4.5 Video Outputs The front of the VDP shall include one video output providing real time video output that can be routed to other devices. 4.6 Operating Temperature The VDP shall operate satisfactorily in a temperature range from -34 °C to +74 °C and a humidity range from 0%RH to 95%RH, non-condensing as set forth in NEMA 19 City of Carlsbad Bid No. 11 -05 Traffic Video Detection Equipment specifications. 4.7 Status Indicators The front face of the VDP shall contain indications, such as LED displays, to enable the user to view real time detections for each channel of detection when the system is operational. 4.8 Serial Communication Port The VDP shall include an EIA232 port for serial communications with a remote computer. This port shall be a 9-pin "D" subminiature connector on the front of the VDP. 4.9 On-board Memory The VDP shall utilize non-volatile memory technology to enable the loading of modified or enhanced software through the EIA232 port and without modifying the VDP hardware. 4.10 Video Surge Suppression An Edco CX-06M video surge suppresser shall be provided for each video input. The surge suppresser shall be directly grounded to the cabinet ground rod using 14 AWG minimum. 20 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment Specification for Traffic Video Detection Equipment 5. General This specification sets forth the minimum requirements for a module that provides a single point interface to multiple rack-mounted video detection units. This module should also have the capability to stream up to 4 simultaneous video streams over an Ethernet interface. 5.1. Functional Capabilities 5.2 The interface device shall provide capabilities to enable multiple rack-mounted video detection processors to be locally and remotely accessed from a single point via one set of user interface devices. User interface devices are defined as a pointing device (mouse or track-ball) and video monitor. 5.3 Up to four video detection processor chains (video detection processor and extension modules) shall be accommodated. 5.4 The device shall allow the operator to switch video output display for any of the attached rack-mounted video detection processors by pressing a momentary switch or by using the remote access software. 5.5 Local user access to video detection programming shall be limited to the detection processor unit that is currently being displayed on the monitor. 5.6 All local programming and setup parameters for the video detection processor shall be user accessible through the interface unit without requiring the user to swap user interface cables between video detection processors. 5.7 Remote access to the device shall be through the built-in Ethernet port or EIA-232 port via access software running on a Microsoft Windows based personal computer. 5.8 An internet browser-based remote access firmware shall also be available for remote setup and diagnostics of the interface unit. 5.9 The interface unit shall support streaming video technology and allow the user to monitor video detection imagery over the Ethernet interface. Motion JPEG streaming video shall not be allowed. 5.10 The user shall be able to select which video input to be displayed on the output video 21 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment monitor by repeatedly depressing the menu button. 5.11 The user shall be able to select a quad view of all of the four cameras simultaneously on the output video monitor. 5.12 The interface unit should allow four independent streams, one from each video detection processor, to be transported via Ethernet to four independent streaming video players simultaneously in GIF resolution. 5.13 The interface unit shall also have a browser interface that allows the user to configure the module. 5.14 The browser interface shall also allow the user to view the streaming video on the browser interface. 5.15 The browser interface shall allow the user to select the resolution of the displayed streamed video. 5.16 The interface unit shall support the streaming and display of video resolutions in a single stream or four concurrent streams in GIF resolution. 5.17 The interface unit should allow the user to select a quad-view of all four input video signals to be shown on the browser interface. 5.18 The interface unit shall allow the user to manage the unit's Ethernet bandwidth usage by allowing the user to select the maximum bandwidth limit between 256 kbps and 7.0 Mbps. 5.19 The browser interface shall allow the user to change the unit's Ethernet network settings of IP address, subnet mask and default gateway. 5.20 The interface unit shall allow the user to upload new application firmware through the use of the browser interface. 5.21 Access to the interface unit shall be under password control and the browser interface shall allow the user to change the password. 5.22 The interface unit shall have the capability to perform IP port redirecting between the remote management software and each attached video detection processor. A unique IP port number shall be assigned for each video detection interface. The port number shall not be identical to the web browser interface of 80. 22 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 6. Interface Device Hardware 6.1 The interface device shall be specifically designed to mount in a standard TS-1, TS-2, and 170 type detector rack, using the edge connector to obtain power. No adapters shall be required to mount the interface device in a standard detector rack. 6.2 The interface device shall occupy no more than two slots in the detector rack and shall provide a loop-type handle for easy installation and removal. 6.3 The interface device shall be powered by 12 or 24 volts DC and shall not consume more than 6.25 watts. The unit shall automatically compensate for the different input voltages and shall be hot-swappable. 6.4 The interface device shall operate in a temperature range from -35°C to +74°C and a humidity range from 0% RH to 95% RH, non-condensing. 6.5 Video Ports - The interface unit should accommodate a maximum of four composite video inputs and one video output. 6.6 Video inputs and video output shall be made via connectors to ensure secure connections. RCA or other straight friction plug-in type connections shall not be allowed. Video inputs shall use a vendor supplied "octopus" cable to accommodate the four video inputs. Provisions shall be made to accommodate the mating cable to utilize jack screws for securing the octopus cable. 6.7 The interface unit shall accommodate either monochrome or color video signals conforming to NTSC or PAL video standards. 6.8 The interface unit shall automatically sense the video input signal and configure the video output port to either NTSC or PAL standards. Each video input signal shall be separately sensed to allow mixed video signals. 6.9 The interface unit shall interface with up to four video detection processors using RJ-45 interface connectors. 6.10 The interface unit shall support the use of USB pointing devices. The unit shall support either a USB mouse or trackball. Pointing devices shall not require vendor specific pointing device software drivers. 23 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 6.11 An EIA-232 communications port shall be provided for local and remote access. The connector for this port shall be a 9-pin "D" subminiature connector on the front of the interface unit. Provisions shall be made to accommodate mating cables to utilize jack screws for securing cables. 6.12 Hi-intensity LED status lights shall be provided to facilitate system monitoring. Indicators shall be provided to show the status of the internal processor, video lock and indication of which video input is being monitored. 6.13 An Ethernet port shall be integrated within the interface unit. The Ethernet port shall conform to 802.3 Ethernet specifications and shall auto-sense between 10 and 100 Mbps data rates. Industry standard TCP/IP (UDP and TCP packets) protocol shall be supported. The Ethernet connection shall be made through a RJ-45 connector. 24 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment Advanced Wide Dynamic Range Color Video Detection Camera Specification w/o Connectors 7. General This specification sets forth the minimum requirements for cameras that are to be used by video detection systems. The camera shall incorporate the following advanced features: • Specifically designed for vehicle video detection applications • Optimized to work with Iteris advanced detection algorithms • Higher definition increase in horizontal and vertical lines imprives color and clarity • Quick-click connectors and adjustable camera mount streamline installation and minimize setup time-No Crimping tools preferred • Zoom and focus can be adjusted from the ground from Lens adjustment module • High performance in the most challenging lighting conditions • Advanced proportional heater enhances performance in even the most adverse weather 7.1 Video Detection Camera 7.2 Video detection cameras used for traffic detection shall be furnished by the video detection processor (VDP) supplier and shall be qualified by the supplier to ensure proper system operation. 7.3 The camera shall produce a useable video image of the bodies of vehicles under all roadway lighting conditions, regardless of time of day. The minimum range of scene luminance over which the camera shall produce a useable video image shall be the minimum range from nighttime to daytime, but not less than the range 1.0 lux to 10,000 lux. 7.4 The imager luminance signal to noise ratio (S/N) shall be more than 50 dB. In harsh backlit conditions, vehicles can be detected flawlessly with >100dB of dynamic range. 7.5 The camera shall be digital signal processor (DSP) based and shall use a CCD sensing element and shall output color video with resolution of not less than 540 TV lines. The CCD imager shall have a minimum effective area of 811(h) x 508(v) pixels. 7.6 The camera shall include an electronic shutter control based upon average scene luminance and shall be equipped with an auto-iris lens that operates in tandem with the electronic shutter. 25 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 7.7 The camera shall utilize automatic white balance. 7.8 The camera shall include a variable focal length lens with variable focus that can be adjusted, without opening up the camera housing, to suit the site geometry by means of a portable interface device designed for that purpose and manufactured by the detection system supplier. 7.9 The horizontal field of view shall be adjustable from 5.4 to 50.7 degrees. This camera configuration may be used for the majority of detection approaches in order to minimize the setup time and spares required by the user. The lens shall have a lOx zoom. 7.10 The lens shall also have an auto-focus feature with a manual override to facilitate ease of setup. 7.11 The camera should incorporate the use of preset positioning that store zoom and focus positioning information. The camera should have the capability to recall the previously stored preset upon application of power. 7.12 The camera electronics shall include automatic gain control (AGC) to produce a satisfactory image at night. 7.13 The camera shall be housed in a weather-tight sealed enclosure. The enclosure shall be made of 6061 anodized aluminum. The housing shall be field rotatable to allow proper alignment between the camera and the traveled road surface. 7.14 The camera enclosure shall be equipped with a sunshield. The sunshield shall include a provision for water diversion to prevent water from flowing in the camera's field of view. 7.15 The enclosure shall be design so that the pan, tilt and rotation of the camera assembly can be accomplished independently without affecting the other settings. 7.16 The camera enclosure shall include a proportionally controlled Indium Tin Oxide heater design that maximizes heat transfer to the lens. The output power of the heater shall vary with temperature, to assure proper operation of the lens functions at low temperatures and prevent moisture condensation on the optical faceplate of the enclosure. 7.17 The glass face on the front of the enclosure shall have an anti-reflective coating to minimize light and image reflections. 7.18 The glass face shall also employ a special coating to minimize the buildup of environmental debris such as dirt and water. 26 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 7.19 When mounted outdoors in the enclosure, the camera shall operate satisfactorily in a temperature range from -34 °C to +60 °C and a humidity range from 0% RH to 100% RH. Measurement of satisfactory video shall be based upon VDP system operation. 7.20 The camera shall be powered by 120-240 VAC 50/60 Hz. Power consumption shall be 30 watts or less under all conditions. 7.21 Recommended camera placement height shall be 33 feet (or 10 meters) above the roadway, and over the traveled way on which vehicles are to be detected. For optimum detection the camera should be centered above the traveled roadway. The camera shall view approaching vehicles at a distance not to exceed 350 feet for reliable detection (height to distance ratio of 10:100). Camera placement and field of view (FOV) shall be unobstructed and as noted in the installation documentation provided by the supplier. 7.22 The camera shall provide 2 options for set up, diagnostic testing, and viewing of video. A optional lens adjustment module (LAM) supplied by the VDP supplier, when connected directly to the camera should allow set up, diagnostic testing, and viewing of video while the camera is installed on a mast arm or pole. The (LAM) shall also allow set up, diagnostic testing, and viewing of the video from the cabinet when connected to the coaxial cable. 7.23 The video signal shall be fully isolated from the camera enclosure and power cabling 7.24 Cable terminations at the camera for video and power should not require crimping tools. 7.25 No BNC or other connector should be used for the coaxial video cable termination at the camera. 7.26 The power connection at the camera shall use connector terminations that only require the use of wire strippers and a standard screwdriver. No special crimping tools or other types of terminations shall be used. 7.27 A weather-proof protective cover shall be provided shall be provided to protect all terminations at the camera. No special tooling shall be required to remove or install the protective cap. 27 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment Specification for a 17-inch Diagonal Rack Mount LCD Monitor 8 General This specification sets forth the minimum requirements for a 17-inch LCD color video monitor that is capable of being mounted in a ID high 19-inch rack. 8.1 Functional Capabilities 8.2 The 17-inch diagonal color LCD monitor shall be housed in a sliding ID high rack mount drawer. 8.3 The monitor shall be able to be flipped up vertically for viewing and flipped down horizontally for storage. 8.4 The drawer shall be able to be locked using a key to restrict unauthorized usage. 8.5 The LCD panel shall be industrial grade (Grade A) and employ thin film transistor (TFT) technology. 8.6 The LCD panel shall have a high contrast ratio of 700:1 minimum. 8.7 The LCD panel shall have a brightness level of 300 cd per square meter minimum. 8.8 The LCD panel shall have support computer resolution up to 1280 (horizontal) x 1024 (vertical). 8.9 The LCD panel shall support both NTSC and PAL video formats and shall be auto-sensing. 8.10 The LCD panel shall support 16.2 million display colors. 8.11 The typical pixel rise time shall be 2 milliseconds. The typical pixel fall time shall be 6 milliseconds. 8.12 The LCD panel shall have a pixel pitch of 0.264 (horizontal) x 0.264 (vertical) millimeters minimum. 8.13 The minimum viewing angle shall be 150 degrees horizontally and 135 degrees vertically. 28 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 8.14 The on screen display (OSD) shall enable control of brightness, contrast, phase & clock, color, horizontal and vertical positioning. 8.15 The LCD panel shall support VGA analog RGB, S-video and composite video interfaces. 8.16 The LCD panel shall have a MTBF rating of 50,000 hours minimum. 8.17 The monitor system shall be able to operate from 110 VAC or 220 VAC, 50 or 60 Hz. 8.18 The monitor system shall be FCC, VCCI, EMC and CE approved. 8.19 The monitor system shall operate between 0 and 50 degrees Celsius, 90% non- condensing. 8.20 The monitor system shall be able to accept mechanical shock of 10 G's peak acceleration (11 ms, half sine wave) 8.21 The monitor system shall be able to accept vibrations of 5 to 500 Hz at 1 G RMS random vibration. 9.0 Physical Characteristics 9.1 The monitor system shall be 44.2 x 4.45 x 55 cm (17.4 x 1.75 x 21.6 in.) (W x H x D). 9.2 The monitor system shall weigh no more than 10.9 kg (24 pounds). 10. Warranty The LCD monitor shall be warranted to be free of defects in material and workmanship for a period of not less than 3 years from date of receipt. 11. Installation 11.1 The coaxial cable to be used between the camera and the VDP in the traffic cabinet should be Belden 8281. This cable shall be suitable for installation in conduit or overhead with appropriate span wire. A BNC plug connector should be used at the cabinet end. The coaxial video cable shall be stripped and terminated at the camera and cabinet per manufacturers' instructions (no BNC or other connector shall be used at the camera). The coaxial cable, BNC connector used at the cabinet termination, and 29 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment crimping tool shall be approved by the supplier of the video detection system. The manufacturer's instructions must be followed to ensure proper connection. 11.2 The power cabling shall be 16 or 18 AWG three or six conductor cable with a minimum outside diameter of 0.325 inch and a maximum diameter of 0.490 inch. The power cable shall be terminated at the camera per manufacturers' instructions and shall only require standard wire strippers and a screw driver for installation (no special connectors or crimping tools shall be used for installation). The cabling shall comply with the National Electric Code, as well as local electrical codes. Cameras may acquire power from the luminaire if necessary. 11.3 The video detection camera shall be installed by factory-certified installers as recommended by the supplier and documented in installation materials provided by the supplier. Proof of factory certification shall be provided. 12. Limited Warranty 12.1 The supplier shall provide a limited three-year warranty on the video detection camera. See suppliers standard warranty included in the Terms and Conditions of Sale documentation. 12.2 During the warranty period, technical support shall be available from the supplier via telephone within 4 hours of the time a call is made by a user, and this support shall be available from factory-certified personnel or factory-certified installers. 13. Maintenance and Support 13.1 The supplier shall maintain an adequate inventory of parts to support maintenance and repair of the video detection camera. These parts shall be available for delivery within 30 days of placement of an acceptable order at the supplier's then current pricing and terms of sale for said parts. 13.2 The supplier shall maintain an ongoing program of technical support for the video detection system. This technical support shall be available via telephone, or via personnel sent to the installation site upon placement of an acceptable order at the supplier's then current pricing and terms of sale for on site technical support services. 13.3 Installation or training support shall be provided by a factory-authorized representative and shall be a minimum IMSA-Level II Traffic Signal Technician certified. 13.4 All product documentation shall be written in the English language. 30 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 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 TRANSPORTATION DEPARTMENT 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. 31 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 3. GUARANTEE OF GOOD FAITH (As required on Proposal Form) A guarantee of good faith is not required. 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 as indicated in this request for bids, within the time specified in the bid. The City reserves the right 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 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 32 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 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 AND DELIVERY SCHEDULE 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. 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 submitted to the City for evaluation in subsequent agreement years. Prices bid must be firm for the first year (365 days) on an annual agreement. All price increases requested in subsequent agreement years 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. 33 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 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. 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 34 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 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, as indicated in the specifications. 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. Bidder is required to be an authorized 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 35 City of Carlsbad Bid No. 11 -05 Traffic Video Detection Equipment 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 fourteen (14) days prior to the date of the bid opening. 25. FAITHFUL PERFORMANCE BOND A faithful performance bond is not required. 26. AWARD OF CONTRACT A. Bids will be analyzed and the award will be based on the best value to the City. In accordance with the Carlsbad Municipal Code, awards shall be based on a best value evaluation. Initial criteria used for the evaluation will include: cost responsiveness to specifications, and unspecified value-added offerings which may be offered by the bidder. Staff will recommend final award to the City Council. The lowest bidder may not receive the award. 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 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. 28. PURCHASE ORDERS 36 City of Carlsbad Bid No.l 1-05 Traffic Video Detection Equipment 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: Transportation Department, City of Carlsbad, 1635 Faraday Avenue, Carlsbad, CA 92008. 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. Vendor shall present monthly invoices, for all items delivered during the preceding month. Said invoice shall include all required certifications and reports as specified hereinafter. The invoice shall be submitted on or before the fifth (5th) day of each month in the amount of the compensation to be paid by the CITY for all materials delivered by the Vendor under the terms and conditions of this agreement. Said payment shall be made within thirty (30) days upon receiving the invoices, providing that all materials delivered during the preceding month has been inspected and accepted by the City and that any applicable certifications have been submitted in accordance with the provisions of this agreement. 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 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 37 City of Carlsbad Bid No.l 1-05 Traffic Video Detection Equipment 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. 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 38 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 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 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. 39 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 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 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 Insurance is not required. 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 40 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment 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 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. 41 City of Carlsbad Bid No. 11-05 Traffic Video Detection Equipment