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
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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
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