HomeMy WebLinkAboutTraffic and Parking Control Co Inc TAPCO INC; 2015-08-03; TRAN1243TRAN 1243
MASTER PURCHASE AGREEMENT FOR
RECTANGULAR RAPID FLASHING BEACON EQUIPMENT
TRAFFIC & PARKING CONTROL CO., INC. (TAPCO, INC.)
THIS AGREEMENT is made and entered into as of the ^frd^ ^jgy of
A^^^^usXZ- 2015, by and behveen the CITY OF CARLSBAD, a municipal
corporatiWi, hereinafter referred to as "City" and TRAFFIC & PARKING CONTROL CO., INC.
(TAPCO INC.), a Wisconsin 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
behween 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 ofthe 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 forthe 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 five (5) years from the date first
above written. The total amount forthe purchase of rectangular rapid flashing beacon equipment
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over a five year period will be one hundred eighty three thousand seven hundred dollars
($183,700). The annual amount for all purchases will not exceed sixty thousand ($60,000) per
Agreement year during the initial five (5) year term as defined in Exhibit "A".
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 ofthe City or by strikes, an act of God, or
by no fault ofthe 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. Inspection of Product. 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. Warrantv. 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 ofthe 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
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suitable forthe 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 forthe duration ofthe 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-:VM"; OR with a surplus
line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating
in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by
the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
10.1 Coverage and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the
Risk Manager 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. The full limits available to the named insured shall also be available
and applicable to the City as an additional insured.
10.1.1 Commercial General Liabilitv Insurance. $2,000,000 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.
10.2 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 Commercial General Liability
which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life ofthe 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.
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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 underthis Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete
and certified copies of any or all required insurance policies and endorsements.
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 forthe term of this Agreement and any amendments
to the Agreement.
13. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject
to civil penalties for the filing of false claims as set forth in the California False Claims Act,
Government Code sections 12650, et seg., and Carlsbad Municipal Code Sections 3.32.025, et
seg. 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.
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17. Authoritv
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
TRAFFIC & PARKING CONTROL CO.,
INC. (TAPCO, INC.), a Wisgi
corporation
By:
^—
CITY OF CARLSBAD, a municipal
corporation of the State of California
(print nam^/tjjre)
Kath»ryn B. DodsorTT+flterim City Manager
ATTEST:
(sign here)
(print name/title)
BARBARA ENGLESON
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation. Agreement must be signed by one corporate officer from each of the following
two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY:_
Assistant City Attorney
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EXHIBIT "A"
TABLE 1
COST OF SERVICES
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Item
No. Description Estimated
Quantity and Units
Unit Price {Does
not include Tax) Total
1 One-sided RRFB Light Bar 60 /each $275 $16,500
2 Two-sided RRFB Ught Bar 20 / each $1550 $11,000
3 Pole 80 / each $395 $31,600
4 W11-2 Sign 160 / each $55 $8,800
5 W16-7p Sign 160/each $20 $3,200
6 Pedestrian Push Button 80 /each $95 $7,600
7 Solar Power System 70 /each $1,400 $98,000
8 AC/DC Power Supply and
Wiring 10 / each $700 $7,000
TOTAL $183,700
TABLE 2
Spending authoritv will not exceed $183.700 over a 5 vear period
Year Spending Authority
1 $60,000
2 $40,000
3 $27,900
4 $27,900
5 $27,900
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