HomeMy WebLinkAbout2018-06-12; City Council; Resolution 2018-092RESOLUTION NO. 2018-092
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING EXECUTION OF A MASTER PURCHASE
AGREEMENT WITH TRAFFICWARE GROUP, INC. FOR AN AMOUNT NOT TO
EXCEED $2,500,000 FOR THE PROCUREMENT OF TRAFFIC SIGNAL
EQUIPMENT FOR THE ADAPTIVE TRAFFIC SIGNAL PROGRAM, PROJECT NO.
6326, AND APPROPRIATION OF FUNDS IN THE AMOUNT OF $1,150,000.
EXHIBIT I
WHEREAS, the City Council of the City of Carlsbad, California has determined that it is necessary,
desirable, and in the public's best interest to implement the Adaptive Traffic Signal Program, Project
No. 6326 (Project); and
WHEREAS, the City of Carlsbad received five bids on Oct. 3, 2017 for the procurement oftraffic
signal equipment for the Project; and
WHEREAS, Trafficware Group, Inc. submitted the best valued bid as defined in the Request for
Bids #18-02; and
WHEREAS, to fully fund the master purchase agreement additional funds need to be
appropriated from the funds programmed in the approved Adaptive Traffic Signal Program, Project No.
6326.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the administrative services director is authorized to appropriate funds in the
amount of $1,150,000 from the Transnet Fund for the Adaptive Traffic Signal Program,
Project No. 6326.
3. That the mayor is authorized and directed to execute the master purchase agreement
for the procurement of traffic signal equipment with Trafficware Group, Inc. in an
amount not to exceed $2,500,000 for the Adaptive Traffic Signal Program, Project No.
6326, which is attached hereto as Attachment A.
June 12, 2018 Item #11 Page 4 of 17
EXHIBIT I
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 12th day of June 2018, by the following vote, to wit:
AYES:
NOES:
ABSENT:
M. Hall, K. Blackburn, M. Schumacher, C. Schumacher.
None.
M. Packard.
(SEAL)
June 12, 2018 Item #11 Page 5 of 17
MASTER PURCHASE AGREEMENT FOR
TRAFFIC SIGNAL CONTROLLERS AND ATMS EQUIPMENT
TRAFFICWARE GROUP, INC.
TRAN1672
THIS AGREEMENT is made and entered into as of the \ ?-t:0,... day of Q~ , 2018, by and between the CITY OF CARLSBAD, a municipal
corporation, hereinafter referred to as "City", and TRAFFICWARE GROUP, INC., a Texas
corporation, hereinafter referred to as "Seller."
RECITALS
A. The parties to this Agreement will purchase from Seller and Seller will sell to City,
Traffic Signal Controllers and ATMS 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 Seller 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 specified 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 RFB#18-02. 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, 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. Piggyback Clause It is intended that any public agency (i.e., city, district, public authority,
public agency, municipal utility and other political subdivision or public corporation) located in the
SANDAG Region shall have the option to participate in any award made as a result of this
solicitation. Public Agencies can order any items from Basic Bid or Performance Add-Ons section
of the contract with the exception of Line Item 16 (SynchroGreen) in the Basic Bid section.
SynchroGreen Adaptive pricing will be provided based upon specific requirements of agency's
City Attorney Approved Version 1/17/18
June 12, 2018 Item #11 Page 6 of 17
June 12, 2018 Item #11 Page 7 of 17
June 12, 2018 Item #11 Page 8 of 17
June 12, 2018 Item #11 Page 9 of 17
June 12, 2018 Item #11 Page 10 of 17
TRAN1672
6. Authority. The individuals executing this Agreement and the instruments referenced in it
on behalf of Seller each represent and warrant that they have the legal power, right and actual
authority to bind Seller to the terms and conditions of this Agreement.
Executed by Contractor this ( 4
SELLER
TRAFFICWARE GROUP, INC.,
a Texas corporation
By: ------~ -~
(sign here)
Jon Newhard, CEO & President
(print name/title)
B~ t 51 -0 (sign here)
Joe Custer, CFO & Treasurer
(print name/title)
day of Mc,ce:b. , 201:l_.
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
Mayor
ATTEST:
City Clerk
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.
CITY OF CARLSBAD, a municipal corporation of the State of California
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY (-,.,.6;i~ BVitirtiorrie
6 City Attorney Approved Version 9/27/17
June 12, 2018 Item #11 Page 11 of 17
June 12, 2018 Item #11 Page 12 of 17
June 12, 2018Item #11 Page 13 of 17
June 12, 2018Item #11 Page 14 of 17
June 12, 2018Item #11 Page 15 of 17
June 12, 2018Item #11 Page 16 of 17
June 12, 2018Item #11 Page 17 of 17