State of FloridaDepartment of TransportationProcurement Office MS 7-71011201 North McKinley Drive

Tampa, Florida 33612

INVITATION TO NEGOTIATE REGISTRATION******************************************************************************

PLEASE COMPLETE AND RETURN THIS FORM ASAPTO THE ABOVE ADDRESS OR FAX TO (813) 975-6464

******************************************************************************

ITN Number: ITN-DOT-10/11-7007JM _

Title: District-Wide Intelligent Transportation Systems (ITS) Field Devices and InfrastructureManagement _

Sealed Reply Due Date & Time: October 7, 2010 at 10:00 a.m. _

Vendors should notify our office by returning this Registration Form as soon as possible afterdownloading. Complete the information below and fax this sheet only to the Florida Department ofTransportation Procurement Office at (813) 975-6464, or mail to the address noted above.

THE INVITATION TO NEGOTIATE DOCUMENT YOU RECEIVED IS SUBJECT TO CHANGE.Notice of changes (addenda), will be posted on the Florida Vendor Bid System atwww.myflorida.com , under this ITN number (click on “BUSINESS”, click on “DoingBusiness with the State”, under “Everything for Vendors and Customers”, click on “VendorBid System (VBS)”, then click on “Search Advertisements”, click on the drop-down arrowbeside the box under Advertisement Type, select Competitive Solicitation, click on the drop-down arrow beside the box under Agency, select DEPARTMENT OF TRANSPORTATION,then go to the bottom of the same page and click on Initiate Search). It is the responsibilityof all potential vendors to monitor this site for any changing information prior to submittingyour reply.

Company Name:

Address:

City, State, Zip:

Telephone: ( ) Fax Number: ( )

Contact Person:

Internet E-Mail Address: _______________________________________________________

For further information on this process, you may e-mail or telephone: Jennifer McManus, ContractAdministrator, Florida Department of Transportation, jennifer.mcmanus@dot.state.fl.us, (813) 975-6203 or (800) 226-7220 ext. 6203.

State of FloridaDepartment of Transportation

INVITATION TO NEGOTIATE

DISTRICT-WIDE INTELLIENT TRANSPORTATION SYSTEMS (ITS)FIELD DEVICES AND INFRASTRUCTURE MANAGEMENT

ITN-DOT-10/11-7007JM

CONTACT FOR QUESTIONS:

Jennifer McManus, Contract Administratorjennifer.mcmanus@dot.state.fl.us

Fax: (813) 975-6464Phone: (813) 975-6203 or (800) 226-7220 ext. 6203

Florida Department of Transportation11201 North McKinley Drive

Procurement Office MS 7-710Tampa, Florida 33612-6456

I N T R O D U C T I O N S E C T I O N

1) INVITATION

The State of Florida Department of Transportation (hereinafter referred to as the "Department") issoliciting written replies from vendors interested in participating in competitive negotiations toestablish a term contract to provide District-Wide Intelligent Transportation Systems (ITS) FieldDevices and Infrastructure Management in Citrus, Hernando, Hillsborough, Manatee, Pasco,Pinellas and Polk Counties. It is anticipated that the term of the agreement will be from December31, 2010, through December 31, 2015.

2) TIMELINE

Provided below is a list of critical dates and actions. These dates are subject to change. Notices ofchanges (addenda) will be posted on the Florida Vendor Bid System at www.myflorida.com (clickon “BUSINESS”, click on “Doing Business with the State”, under “Everything for Vendors andCustomers”, click on “Vendor Bid System (VBS)”, click on “Search Advertisements”) under this ITNnumber. It is the responsibility of all potential vendors to monitor this site for any changinginformation prior to submitting your reply.

ACTION / LOCATION DATE LOCAL TIME

DEADLINE FOR TECHNICAL QUESTIONS 09/30/2010 10:00 AM(There is no deadline for administrative questions)

REPLIES DUE 10/07/2010 10:00 AMFlorida Department of TransportationDistrict Seven Procurement Office, MS 7-71011201 North McKinley DriveTampa, Florida 33612-6456(813) 975-6203

PUBLIC OPENING (Initial Replies) 10/07/2010 10:30 AMFlorida Department of TransportationSunGuide Complex11201 North McKinley DriveTampa, Florida 33612-6456

PUBLIC MEETING TO SHORTLIST 10/19/2010 1:00 PMFlorida Department of TransportationSunGuide Complex11201 North McKinley DriveTampa, Florida 33612-6456

POSTING OF SHORTLIST ON VBS 10/20/2010 10:00 AMWill be posted under solicitation number“ITN-DOT-10/11-7007JM SHORTLIST”

ORAL PRESENTATIONS - (Start date) 10/25/2010 1:00 PMFlorida Department of TransportationSunGuide Complex

11201 North McKinley DriveTampa, Florida 33612-6456

PUBLIC MEETING TO RANK VENDORS 10/26/2010 1:00 PMFlorida Department of Transportation

SunGuide Complex11201 North McKinley DriveTampa, Florida 33612-6456

POSTING OF RANKING ON VBS 10/27/2010 10:00 AMWill be posted under solicitation number“ITN-DOT-10/11-7007JM RANKING”

POSTING OF INTENDED AWARD ON VBS Upon conclusion of negotiationsWill be posted under solicitation number“ITN-DOT-10/11-7007JM AWARD”

3) PUBLIC MEETING AGENDA

Agenda – Reply Opening

Starting Time: see Timeline in ITN solicitation

- Open replies received.

- Distribute copies of replies to the Technical Review Committee members.

- Adjourn.

Agenda – Meeting to Shortlist

Starting Time: see Timeline in ITN solicitation

- Summarize evaluations of Initial Replies received.

- Announce the names of the Shortlisted and when the decision will be posted

on the Vendor Bid System (VBS).

- Adjourn meeting.

Agenda – Oral Presentations

Starting Time: see Timeline in ITN solicitation

- Presentation of proposed services and capabilities by the shortlisted firm(s).

- Questions and answers between presenting firm and Department evaluators.

- Recap and discussion among evaluation team.

- Adjourn.

Agenda – Meeting to Rank

Starting Time: see Timeline in ITN solicitation

- Summarize vendor Oral Technical Presentations.

- Rank firms evaluated from highest to lowest.

- Determine whether to proceed with single negotiation method “A” or

concurrent method “B”.

- If method “B”, determine the number of highest ranked firms to include on

Shortlist.

- Announce the names of the Ranked or Shortlisted firms and when the

decision will be posted on the Vendor Bid System (VBS).

- Adjourn meeting.

4) SPECIAL ACCOMMODATIONS

Any person with a qualified disability requiring special accommodations at a pre-reply conference,public meeting, oral presentation and/or opening shall contact the contact person at the phonenumber, e-mail address or fax number provided on the title page at least five (5) working days priorto the event. If you are hearing or speech impaired, please contact this office by using the FloridaRelay Services which can be reached at 1 (800) 955-8771 (TDD).

S P E C I A L C O N D I T I O N S

1) MyFloridaMarketPlace

Since July 1, 2003, the Department has been using the State of Florida’s web-based electronicprocurement system, MyFloridaMarketPlace. VENDORS MUST BE REGISTERED IN THE STATEOF FLORIDA’S MYFLORIDAMARKETPLACE SYSTEM BY THE TIME AND DATE THE SEALEDREPLIES ARE DUE OR THEY WILL BE CONSIDERED NON-RESPONSIVE (see SpecialCondition 14). All prospective vendors that are not registered, should go tohttps://vendor.myfloridamarketplace.com/ to complete on-line registration, or call 1-866-352-3776for assisted registration.

All payment(s) to the vendor resulting from this competitive solicitation WILL be subject to the 1%MFMP Transaction Fee in accordance with the attached Form PUR 1000 General ContractCondition #14.

2) QUESTIONS & ANSWERS

In accordance with section 287.057(23), Florida Statutes, respondents to this solicitation or personsacting on their behalf may not contact, between the release of the solicitation and the end of the 72-hour period following the agency posting the notice of intended award, excluding Saturdays,Sundays, and state holidays, any employee or officer of the executive or legislative branchconcerning any aspect of this solicitation, except in writing to the procurement officer or as providedin the solicitation documents. Violation of this provision may be grounds for rejecting a response.

Any technical questions arising from this Invitation to Negotiate must be forwarded, in writing, to theprocurement agent identified below. Questions must be received no later than the time and datereflected on the Timeline. The Department’s written response to written inquiries submitted timelyby vendors will be posted on the Florida Vendor Bid System at www.myflorida.com (click on“BUSINESS”, click on “Doing Business with the State”, under “Everything for Vendors andCustomers”, click on “Vendor Bid System (VBS)”, click on “Search Advertisements”), under this ITNnumber. It is the responsibility of all potential vendors to monitor this site for any changinginformation prior to submitting their reply.

WRITTEN TECHNICAL QUESTIONS should be submitted to: Jennifer McManus, ContractAdministrator, jennifer.mcmanus@dot.state.fl.us, Florida Department of Transportation,11201 North McKinley Drive, Procurement Office MS 7-710, Tampa, Florida 33612-6456, Fax(813)975-6464.

Questions regarding administrative aspects of the proposal process should be directed to theProcurement Agent in writing at the address above or by phone: (813) 975-6203 or (800) 226-7220ext. 6203.

3) CHANGES TO THE INVITATION TO NEGOTIATE (ADDENDA)

Notices of changes (addenda) will be posted on the Florida Vendor Bid System atwww.myflorida.com (click on “BUSINESS”, click on “Doing Business with the State”, under“Everything for Vendors and Customers”, click on “Vendor Bid System (VBS)”, click on “SearchAdvertisements”) under this ITN number. It is the responsibility of all potential vendors to monitorthis site for any changing information prior to submitting your reply. All addenda will beacknowledged by signature and subsequent submission of addenda with reply when so stated inthe addenda.

4) BEST VALUE SELECTION & PUBLIC MEETINGS

The Department intends to contract with the responsive and responsible Vendor whose proposal isdetermined by the Technical Review Team to provide the best value to the Department. "Bestvalue", as defined in Section 287.012(4), F.S., means the highest overall value to the state basedon objective factors that include, but are not limited to, price, quality, design, and workmanship.

Specific events in the competitive negotiation process will be conducted at a public meeting of theTechnical Review Team. The specific events are noted in the Timeline (see Section 2 ofIntroduction Section). Minutes will be taken at all Public Meetings and will be retained in theprocurement file.

5) TECHNICAL REVIEW TEAM

The Technical Review Team will be composed of at least three (3) persons who collectively haveexperience and knowledge in negotiating contracts, contract procurement, and the program area forwhich the commodities and/or contractual services are sought. The team will be involved in thereviews/evaluations, oral presentations, negotiations, and recommendation for award. The teamleader, usually the project manager, will ensure consistent scoring and documentation to facilitateand support a consensus decision for the intended award. The Technical Review Team will providea short plain statement for the procurement file that explains the basis for vendor selection and howthe vendor's deliverables and price will provide the best value to the state.

6) SCOPE OF SERVICES

Details of the desired services, information and items to be furnished by the Vendor are describedin Exhibit “A”, Scope of Services, attached hereto and made a part hereof. Documentation of anyrevisions that may occur during the competitive negotiation process will be retained in theprocurement file.

7) MANDATORY PRE-REPLY CONFERENCE

A PRE-REPLY CONFERENCE WILL NOT BE HELD.

8) QUALIFICATIONS

8.1 Qualifications Questionnaire

Interested vendors must complete and submit the "Qualifications Questionnaire" to show that theyhave the necessary qualifications, experience, and capabilities to meet the requirements of theDepartment in providing District-Wide Intelligent Transportation Systems (ITS) Field DeviceManagement, as specified in the Scope of Services. The replies to the "QualificationsQuestionnaire" and the information provided by the vendors in their submittals will be reviewed andevaluated to determine the shortlist of vendors that are best able to meet the requirements of theDepartment and proceed to Step 3 in the competitive negotiation process.

Vendors must also be prequalified by the Florida Department of Transportation, ContractsAdministration Office in the Work Class - Intelligent Transportation Systems. All vendors that arenot prequalified in the Work Class - Intelligent Transportation Systems should go tohttp://www.dot.state.fl.us/cc-admin/PreQual_Info/prequalified.shtm.

8.2 Authorized To Do Business in the State of Florida

In accordance with sections 607.1501, 608.501, and 620.9102, Florida Statutes, foreigncorporations, foreign limited liability companies, and foreign limited partnerships must be authorizedto do business in the State of Florida. Such authorization should be obtained by the reply due dateand time, but in any case, must be obtained prior to posting of the intended award of the contract.For authorization, contact:

Florida Department of StateTallahassee, Florida 32399(850) 245-6051

8.3 Licensed to Conduct Business in the State of Florida

If the business being provided requires that individuals be licensed by the Department of Businessand Professional Regulation, such licenses should be obtained by the reply due date and time, butin any case, must be obtained prior to posting of the intended award of the contract. For licensing,contact:

Florida Department of Business and Professional RegulationTallahassee, Florida 32399-0797(850) 487-1395

9) DIVERSITY ACHIEVEMENT

DISADVANTAGED BUSINESS ENTERPRISE (DBE) UTILIZATION

The Department encourages DBE firms to compete for Department contractual services projects,and also encourages non-DBE and other minority contractors to use DBE firms as sub-contractors.The Department, its contractors, suppliers, and consultants shall take all necessary and

reasonable steps to ensure that disadvantaged businesses have an opportunity to compete for and

perform contract work for the Department in a nondiscriminatory environment. The Departmentshall require its contractors, suppliers, and consultants to not discriminate on the basis of race,color, national origin, religion, gender, age, or disability in the award and performance of itscontracts.

Vendors are requested to indicate their intention regarding DBE participation on the AnticipatedDBE Participation Statement and to submit that Statement with their Reply.

Federal law requires states to maintain a database of all firms that are participating or attempting toparticipate in DOT-assisted contracts. To assist the Department in this endeavor, Vendors arerequested to submit Bidder’s Opportunity List with their Reply. The list should include yourself aswell as any prospective sub-contractor that you contacted or who has contacted you regarding theproject.

To request certification or to locate DBEs, call the Department of Transportation’s EqualOpportunity Office at (850) 414-4747, or access an application or listing of DBEs on the Internet atwww.dot.state.fl.us/equalopportunityoffice.

10) CONTRACT DOCUMENT

STANDARD WRITTEN AGREEMENT

The Department’s “Standard Written Agreement” is attached hereto and made a part hereof. Theterms and conditions contained therein will become an integral part of the contract resulting fromthis solicitation. In submitting a reply, the vendor agrees to be legally bound by these terms andconditions.

11) REVIEW OF VENDOR'S FACILITIES & QUALIFICATIONS

After the reply due date and prior to contract execution, the Department reserves the right toperform or have performed, an on-site review of the Vendor's facilities and qualifications. Thisreview will serve to verify data and representations submitted by the Vendor and may be used todetermine whether the Vendor has an adequate, qualified, and experienced staff, and can provideoverall management facilities. The review may also serve to verify whether the Vendor hasfinancial capability adequate to meet the contract requirements.

Should the Department determine that the reply / proposed negotiations have materialmisrepresentations or that the size or nature of the Vendor's facilities or the number of experiencedpersonnel (including technical staff) are not adequate to ensure satisfactory contract performance,the Department has the right to reject the reply / proposal.

12) PROTEST OF INVITATION TO NEGOTIATE SPECIFICATIONS

Any person who is adversely affected by the contents of this Invitation to negotiate must file thefollowing with the Department of Transportation, Clerk of Agency Proceedings, Office of theGeneral Counsel, 605 Suwannee Street, Mail Station 58, Tallahassee, Florida 32399-0450:

1. A written notice of protest within seventy-two (72) hours after the posting of the solicitation,and

2. A formal written protest in compliance with Section 120.57(3), Florida Statutes, within ten

(10) days of the date on which the written notice of protest is filed.

Failure to file a protest within the time prescribed in section 120.57(3), Florida Statutes, orfailure to post the bond or other security required by law within the time allowed for filing abond shall constitute a waiver of proceedings under Chapter 120, Florida Statutes.

13) UNAUTHORIZED ALIENS

The employment of unauthorized aliens by any contractor is considered a violation of Section274A(e) of the Immigration and Nationality Act. If the contractor knowingly employs unauthorizedaliens, such violation shall be cause for unilateral cancellation of the contract.

14) FLORIDA IN-STATE PREFERENCE

In order to achieve the 2010 legislative goal of employment of Florida residents, ensuring that theexpenditure of state funds benefits Florida residents, and encouraging economic developmentwithin the state of Florida, the Department shall give preference to vendors that have a principalplace of business in Florida and commit to the use of Florida residents, Florida products, andFlorida based subcontractors in fulfilling their contractual obligations (this practice shall hereinafterbe referred to as “in-state preference”). In-state preference may only be considered as a factor inthe evaluation on contracts that meet the following criteria:

a) Non-federally funded;b) Expending funds provided in the General Appropriations Act for the 2010-2011 fiscal year;c) For the purchase of goods and services;d) In excess of $5 million per year.

For contracts that meet the above stated criteria and when other factors are equal, in-statepreference shall be a factor in the evaluation based on the information submitted by vendors for thissolicitation on the “In-State Preference Form”, #375-040-56, to certify the use of Florida residents,Florida products, and Florida based subcontractors where possible and practicable. In-statepreference will not apply to any contract funded prior to June 1, 2010.

15) RESPONSIVENESS OF REPLIES

15.1 Responsiveness of Replies

Replies will not be considered if not received by the Department on or before the date and timespecified as the due date for submission.

15.2 Other Conditions

Other conditions which may cause rejection of replies include, but are not limited to, evidence ofcollusion among Vendors, obvious lack of experience or expertise to perform the required work,failure to perform or meet financial obligations on previous contracts, or in the event an individual,firm, partnership, or corporation is on the General Services Administration Excluded Parties List.

16) COPYRIGHTED MATERIAL

Copyrighted material will be accepted as part of the reply or a negotiation session only ifaccompanied by a waiver that will allow the Department to make paper and electronic copies

necessary for the use of Department staff and agents. It is noted that copyrighted material is notexempt from the Public Records Law, Chapter 119, Florida Statutes. Therefore, such material willbe subject to viewing by the public, but copies of the material will not be provided to the public.

17) ATTACHMENT TO ITN SUBMITTALS - CONFIDENTIAL MATERIAL

The Vendor must include any materials it asserts to be exempted from public disclosure underChapter 119, Florida Statutes, in a separate bound document labeled "Attachment to Invitation toNegotiate, Number ITN-DOT-10/11-7007JM- Confidential Material". The Vendor must identify thespecific Statute that authorizes exemption from the Public Records Law. Any claim ofconfidentiality on materials the Vendor asserts to be exempt from public disclosure and placedelsewhere in the reply will be considered waived by the Vendor upon submission, effective afteropening.

18) COSTS INCURRED IN RESPONDING

This Invitation to Negotiate does not commit the Department or any other public agency to pay anycosts incurred by an individual firm, partnership, or corporation in the submission of a reply orsubsequent negotiations or to make necessary studies or designs for the preparation thereof, nor toprocure or contract for any articles or services.

19) MAIL OR DELIVER REPLIES TO: (DO NOT FAX)

Florida Department of TransportationJennifer McManus, Contract AdministratorProcurement Office, MS 7-71011201 North McKinley DriveTampa, Florida 33612-6456Phone # (813) 975-6203 or (800) 226-7220 ext. 6203

Submit one (1) original and three (3) copies of your reply. Replies must be submitted in a sealedenvelope/package that should be labeled with the ITN number and the opening date and time. It isthe vendor's responsibility to assure that the reply is delivered to the proper place on or before theReply Due date and time (See Introduction Section 2 Timeline). Replies which for any reason arenot so delivered will not be considered.

20) MODIFICATIONS, RESUBMITTAL AND WITHDRAWAL

Vendors may modify submitted replies at any time prior to the reply due date. Requests formodification of a submitted reply shall be in writing and must be signed by an authorized signatoryof the vendor. Upon receipt and acceptance of such a request, the entire reply will be returned tothe vendor and not considered unless resubmitted by the due date and time. Vendors may alsosend a change in a sealed envelope to be opened at the same time as the reply. The ITN number,due date and time should appear on the envelope of the modified reply.

21) OPENING OF SEALED REPLIES

All reply openings are open to the public. Replies will be opened by the Department at the date,time and location in the Timeline (See Introduction Section 2 Timeline). The public may attend theopening but may not review any replies submitted until they become public records in accordancewith Section 119.07, Florida Statutes.

22) QUALIFICATIONS QUESTIONNAIRE/SHORTLIST CRITERIA

The initial replies will be evaluated qualitatively for each of the criteria addressed in theQualifications Questionnaire.

23) ORAL PRESENTATIONS

The vendors selected for the short-list will each be scheduled to meet with the Technical ReviewTeam to provide an oral technical presentation of their firm's capabilities and approach to theScope of Services beginning on the date, time and location in the Timeline (See IntroductionSection 2 Timeline). Short-listed vendors will be notified of a time and date for oral technicalpresentation. Oral technical presentation sessions are open to the public.

These oral technical presentations will be used to present the vendor's approach and improveunderstanding about the Department's needs and expectations with questions and answers at theend of the vendor's oral technical presentation. The Technical Review Team will participate in allpresentations. After each oral technical presentation, each individual on the Technical ReviewTeam will complete a written summary evaluation of each vendor's technical approach andcapabilities.

24) PROPOSED NEGOTIATION PROCESS

The Department reserves the right to negotiate separately (Method “A”) or concurrently (Method“B”) with competing vendors, as set out below. The participating vendors should be cognizant ofthe fact that the Department, upon completion of each step, reserves the right to finalize thenegotiation process at any time in the proposed process that the Department determines suchselection would be in the best interest of the state. Replies should be prepared to provide astraightforward, concise description of the vendor’s ability to meet the requirements and to allow theDepartment to properly evaluate the vendor’s reply.

Step 1) Interested vendors must submit the following to the "Procurement Agent" identified on thecover page by the date, time and location in the Timeline (See Introduction Section 2 Timeline).

- Qualifications Questionnaire - with additional sheets as needed to address and respondto all questions completely (see Special Condition 8)

- Preliminary Price Proposal

Step 2) There will be a public meeting of the Technical Review Team, composed of at least threemembers, for the purpose of evaluating the initial replies received timely and selecting the short-listof vendors that best meet the requirements of the Department. The Technical Review Team willcomplete a written summary evaluation of each vendor's response to the criteria addressed in theQualifications Questionnaire (see Special Condition 8) to determine the short-list of vendors toproceed to Step 3 in the competitive negotiation process. The public meeting will be held at thedate, time and location in the Timeline. The short-list selection of vendors that best meet therequirements of the Department will be posted in accordance with law and rule (see SpecialCondition 24).

Step 3) The vendors selected for the short-list will each be scheduled to meet with the TechnicalReview Team to provide an oral technical presentation of their firm's capabilities and approach tothe Scope of Services beginning on the date, time and location in the Timeline. These oraltechnical presentations will be used to present the vendor's approach, and improve understanding

about the Department's needs and expectations with questions and answers at the end of thevendor's oral technical presentation. The Technical Review Team will participate in allpresentations. After each oral technical presentation, each individual on the Technical ReviewTeam will complete a written summary evaluation of each vendor's technical approach andcapabilities.

Following oral technical presentations by all short listed vendors, there will be a public meeting ofthe Technical Review Team for the purpose of either ranking the vendors or electing to conductconcurrent negotiations with all short listed vendors. The public meeting will be held at the date,time and location in the Timeline. If the Department is capable of ranking the vendors, theTechnical Review Team will rank the vendors in order of preference and post the ranking inaccordance with the law (see Special Condition 24), stating the Department’s intent to negotiateseparately and award a contract to the highest ranked vendor that reaches an acceptableagreement with the Department. From that point on, the single negotiation process (Method “A”)would be followed. Go to Step A1.

If the Department does not rank the vendors and elects to conduct concurrent negotiations with allshort-listed vendors, the concurrent negotiation process (Method “B”) would be followed from thatpoint on. Go to Step B1.

Step A1 – Once the posting period has ended, the Technical Review Team will undertakenegotiations with the first-ranked vendor until an acceptable contract is agreed upon, or it isdetermined that an acceptable agreement cannot be reached with such vendor. If negotiations failwith the first-ranked vendor, negotiations may begin with the second-ranked vendor, and so on untilthere is an agreement on an acceptable contract. The Department reserves the option to resumenegotiations that were previously suspended. Negotiation sessions are not open to the public andall negotiation sessions will be recorded by the Department.

Step A2 - The Technical Review Team will provide a short plain statement for the procurement filethat explains the basis for vendor selection and how the vendor's deliverables and price will providethe best value to the state.

Step A3 - The Department will contract with the successful vendor.

Step B1 - Following oral technical presentations by all short-listed vendors, the project managermay revise the Scope of Services, as necessary, to eliminate unnecessary requirements andincorporate innovative ideas and approaches that the project manager believes would benefit thestate. Documentation of changes/revisions to the Scope of Services, etc., will be retained in theprocurement file. All participating vendors will be sent a revised Scope of Services and will beasked to submit a written summary of their firm's capabilities and technical approach to the revisedScope of Services and a preliminary price proposal.

Step B2 - Each participating vendor will be scheduled to meet with the Technical Review Team toreview and negotiate both the vendor’s technical and price proposals and discuss any issues orproblems. Negotiation sessions are not open to the public and all negotiation sessions will berecorded by the Department.

Step B3 - Each individual on the Technical Review Team will complete a written summaryevaluation of each vendor’s technical approach, capabilities, and price proposal.

Step B4 – There will be a public meeting of the Technical Review Team at the date, time andlocation in the Timeline to review the individual summary evaluations to either rank the vendors in

order of preference and make a final selection, or make a determination to repeat Steps B1 throughB3, if necessary. Recorded documentation of subsequent rounds will be retained in theprocurement file.

Step B5 - The Technical Review Team will write a short plain statement for the procurement file thatexplains the basis for vendor selection and how the vendor's deliverables and price will provide thebest value to the state.

Step B6 - The intended award will be posted in accordance with law (see Special Condition 24).

Step B7 - The Department will contract with the selected vendor.

25) POSTING OF SHORTLIST, RANKING AND / OR INTENDED AWARD

25.1 The Shortlist, Ranking and / or Intended Award, as applicable, will be made to theresponsive and responsible vendor(s) which are determined to be capable of providing thebest value and best meet the needs of the Department. The Shortlist, Ranking, or IntendedAward decision will be announced at the date, time and location in the Timeline.

25.2 The Department’s decision will be posted on the Florida Vendor Bid System, atwww.myflorida.com, (click on “BUSINESS”, click on “Doing Business with the State”, under“Everything for Vendors and Customers”, click on “Vendor Bid System (VBS)”, on date andtime in the Timeline, and will remain posted for a period of seventy-two (72) hours. Anyvendor who is adversely affected by the Department's recommended award or intendeddecision must file the following with the Department of Transportation, Clerk of AgencyProceedings, Office of the General Counsel, 605 Suwannee Street, Mail Station 58, Room550, Tallahassee, Florida 32399-0450:

1. A written notice of protest within seventy-two (72) hours after posting of the Intended Award,and

2. A formal written protest and protest bond in compliance with Section 120.57(3), FloridaStatutes, within ten (10) days of the date on which the written notice of protest is filed. At thetime of filing the formal written protest, a bond (a cashier’s check or money order may beaccepted) payable to the Department must also be submitted in an amount equal to onepercent (1%) of the estimated contract amount based on the contract price submitted by theprotestor.

Failure to file a protest within the time prescribed in Section 120.57(3), Florida Statutes, orfailure to post the bond or other security required by law within the time allowed for filing abond shall constitute a waiver of proceedings under Chapter 120, Florida Statutes.

3. If the Department is unable to post as defined above, the Department will notify all vendorsby electronic notification on the Florida Vendor Bid System (see special condition 24.2,above) or by mail, fax, and/or telephone. The Department will provide notification of anyfuture posting in a timely manner.

26) AWARD OF THE CONTRACT

Services will be authorized to begin when the Vendor receives the following document(s), asappropriate, indicating the encumbrance of funds and award of the contract:

A Standard Written Agreement executed by both parties, and a written Notice to Proceed,issued by the Project Manager.

27) ATTACHED FORMS

Preliminary Price ProposalQualifications QuestionnaireDBE Participation StatementBid Opportunity ListDrug Free Workplace Program Certification FormIn-State Preference Form

28) ATTACHED TERMS AND CONDITIONS

Exhibit "A" Scope of ServicesAttachment “I” Estimate of ITS Construction CompletionAttachment “A” Procurement Technical Special Provisions, TBSG Freeway Management

System, ITS Detection and Data Collection DevicesAttachment “B” Procurement Technical Special Provisions, TBSG Freeway Management

System, Manage Field Gigabit Ethernet SwitchesAttachment “C” Procurement Technical Special Provisions, TBSG Freeway Management

System, Power Generation SystemsStandard Written AgreementAppendix I (Terms for Federal Aid Contracts)General Conditions (PUR 1000)Instructions to Respondents (PUR 1001)

29) TERMS AND CONDITIONS

All responses are subject to the terms and conditions of this solicitation, which, in case ofconflict, shall have the following order of precedence listed:

Special ConditionsScope of ServicesPrice Proposal FormStandard Written AgreementAppendix I (Terms for Federal Aid Contracts)Instructions to Respondents (PUR 1001)General Conditions (PUR 1000)Introduction Section

30) ATTACHED FORMS PUR 1000, GENERAL CONTRACT CONDITIONS AND PUR 1001,GENERAL INSTRUCTIONS TO RESPONDENTS

These are standard forms from the Department of Management Services that the Department isrequired to include in all formal solicitations. The following paragraphs do not apply to this Invitationto Negotiate:

Paragraph 31, Dispute Resolution - PUR 1000Paragraph 3, Electronic Submission – PUR 1001Paragraph 4, Terms and Conditions – PUR1001

Paragraph 5, Questions – PUR 1001

31) WARRANTY/SUBSTITUTIONS

It is the responsibility of the Vendor to ensure that no warranties are voided at any point during thiscontract in accordance with Section 4.3 of Exhibit “A” Scope of Services.

When performance of the services requires the supply of commodities, a warranty is required on allitems provided against defective materials, workmanship, and failure to perform in accordance withrequired industry performance criteria, for a period of not less than ninety (90) days from the date ofacceptance by the purchaser. Any deviation from this criteria must be documented in the proposalresponse or the above statement shall prevail. Delivery of substitute commodities requires priorwritten approval from the ordering location.

Replacement of all materials found defective within the warranty period shall be made without costto the purchaser, including transportation if applicable. All fees associated with restockingcancelled orders shall be the responsibility of the vendor.

All items provided during the performance of the contract found to be poorly manufactured will notbe accepted, but returned to the vendor, at their expense, for replacement. Replacement of allitems found defective shall be made without cost to the Department, including transportation, ifapplicable. As it may be impossible for each facility to inspect all items upon arrival, a reasonableopportunity must be given to these facilities for inspection of the items, and returning those that aredefective.

32) LIABILITY INSURANCE

The Vendor shall not commence any work until they have obtained the following types of insurance,and a certificate of such insurance has been received by the Department. Nor shall the Vendorallow any subcontractor to commence work on this project until all similar insurance required of thesubcontractor has been so obtained. The Vendor shall submit the required Certificates ofInsurance to the Florida Department of Transportation, Procurement Office, the FloridaDepartment of Transportation, Procurement Office, MS 7-710, 11201 N. McKinley Drive,Tampa, FL 33612-6456, within ten (10) days after the ending date of the period for posting theintended award decision.

The Vendor must carry and keep in force during the period of this contract a general liabilityinsurance policy or policies with a company authorized to do business in the state of Florida,affording public liability insurance with combined bodily injury limits of at least $1,000,000.00 perperson and $1,000,000.00 each occurrence, and property damage insurance of at least$1,000,000.00each occurrence, for the services to be rendered in accordance with this contract.All insurance policies shall be with insurers qualified and licensed to do business in the state ofFlorida. The Vendor shall provide to the Department certificates showing the required coverage tobe in effect and showing the Department to be an additional certificate holder. Such policies shallprovide that the insurance is not cancellable except upon thirty (30) days prior written notice to theDepartment.

The Department shall be exempt from, and in no way liable for, any sums of money which mayrepresent a deductible in any insurance policy. The payment of such deductible shall be the soleresponsibility of the Vendor or subcontractor providing such insurance.

33) LIQUIDATED DAMAGES

The Vendor acknowledges that failure to perform the services described may result in liquidateddamages as per Section 7.0 of Exhibit “A” Scope of Services.

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EXHIBIT “A”

SCOPE OF SERVICES

DISTRICT-WIDE INTELLIGENT TRANSPORTATION SYSTEMS (ITS) FIELDDEVICES AND INFRASTRUCTURE MANAGEMENT

1.0 PURPOSE

The Florida Department of Transportation, District 7, hereafter known as theDepartment, requires management services by qualified personnel, hereafter known asthe Vendor, for District-Wide Intelligent Transportation Systems (ITS) field devices andinfrastructure, hereafter known collectively as the “System”. This System consists of, butis not limited to, the following: closed-circuit television cameras, dynamic messagesigns, vehicle detection sensors, backbone and edge Ethernet switches, wirelesscommunications devices, leased line communications, electrical and fiber optic cables,digital video encoders, terminal servers, gas and diesel powered generators, lightningand surge protection devices, uninterruptible power supplies, camera lowering systems,ITS cabinets, communications hubs, ancillary facilities, environmental conditioningequipment, device structures, ramp signal systems, portable dynamic message signs,highway advisory radios, and all related hardware, software and firmware for theSystem deployed for the management of the Department’s interstate system.

The services described in this Scope of Services shall cover all existing and futureSystem elements during the term of this agreement, hereafter known as the “contract”.

2.0 SERVICES

The objective of services under this contract is to ensure a continuous (twenty-fourhours a day, seven days a week) System operation and functionality of all componentsof the System. The Vendor shall be stationed locally and dedicate personnel to worksolely for the Department during the term of this contract as needed by the Department.Due to the requirement of lane closures for some locations, the Vendor will be requiredto perform some repairs and maintenance outside of normal business hours.

The Vendor’s performance will be rated-based on a System availability matrix. TheVendor will be required to perform new field device and infrastructure installations, allSystem support, routine and preventative maintenance, and failed or destroyedcomponent replacement as needed by the Department. All services shall be performedon a Task Work Order (TWO) basis.

The Department shall issue TWO’s to authorize the Vendor to work on any and allservices. Work estimates shall be prepared by the Vendor for all TWO’s and submittedto the Department’s Contract Manager for review and approval. The work estimatesshall include at a minimum: personnel, equipment and/or resources, documentation of

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work to be performed, travel requirements if outside of contract area, itemized costbreakdown, and work schedule.

No work shall be undertaken by the Vendor unless it has been authorized in writing fromthe Department. Each TWO issued by the Department’s Contract Manager shall serveas a formal notice-to-proceed and may include an effective time period for the particularTWO being issued.

The Vendor shall be on call at all times for the term of this contract to respond toemergency repair and/or replacement work, including hurricane warning and otheremergency situations. The Vendor shall provide the Department’s Contract Managerwith a list of telephone numbers that will be answered at all times by the Vendor’spersonnel. The Vendor shall maintain staffing to ensure services under this contract aremet. The personnel assigned by the Vendor shall be fully qualified and trained to handleall sections under this contract for the term of this contract. Normal priority service callsare to be handled during normal business hours. Refer to section 4.0 System Servicesfor work priority classifications. Notification of repair and/or replacement work may beverbally, by fax or e-mail.

Throughout the term of this contract, the Department’s Contract Manager, at his or herdiscretion, may conduct reviews of the Vendor’s operations. The Vendor shall cooperatewith and assist the Department’s Contract Manager throughout this review process.

3.0 GENERAL SERVICES

The general services required from the Vendor include, but are not limited to:

Contract Administration Inventory Control Documentation Device Documentation Management Diagnostics and Troubleshooting Work Technical Systems Support Routine and Preventative Maintenance Device Installations Major Repairs and Parts Replacement Emergency Response Repair Software and Firmware Revision Maintenance Device Calibration Inductive Loop Installation/Repair Electrical Work: Inspection, Repairs, New Installation, Grounding, Surge

Suppression, Locates Fiber Optic Work: Inspection, Repairs, New Installation, Fusion Splicing, Locates Conduit Work: Replacement, Installation, Directional Boring Generators: Storage, Placement, Maintenance, Re-fueling Portable Dynamic Message Signs: Storage, Placement, Maintenance, Re-fueling

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Portable Closed-Circuit TV (CCTV) trailers/devices: Storage, Placement,Maintenance, Re-fueling

Wireless Communication: Inspection, Repairs, Placement, Calibration, NewInstallation

Highway Advisory Radio (HAR): Inspection, Repairs, Placement, Calibration,New Installation Data and Communications Cabling

Configuration Management Support Job Site Approvals As-Built Documentation

Services not covered in Exhibit “C”, Price Sheet, as line items will be done utilizingman hours and allowable expenses, as needed.

3.1 CONTRACT ADMINISTRATION

The Vendor shall designate a dependable Project Manager and qualifiedpersonnel who can respond to all requests for work estimates that are needed toissue a TWO for services under this contract. The Vendor’s Project Managershall be exclusive to this contract unless authorized in writing by theDepartment’s Contract Manager. The Vendor shall submit to the Department,within fourteen (14) calendar days following intent to award posting of thecontract, the contact information for all personnel responsible for responding toall system management needs.

3.1.1 COMMUNICATION

The Department requires that all personnel responsible for answering andresponding to service needs of the System have cellular telephones withe-mail capabilities. The Vendor shall also provide two (2) communicationsdevices to the Department’s Contract Manager with the same capabilitiesfor the purpose of ensuring rapid response to malfunctions, repairs andemergencies. The communications devices must be able to support datapackages that connect to Blackberry® Enterprise Server(s). The Vendorshall be responsible for maintaining the communications devices and allfixed and recurring costs for these devices throughout the term of thiscontract. These costs shall be considered part of the operating expensesof this contract. The Department currently has Blackberry® SmartPhoneswith phone numbers that shall remain the same for this contract. One ofthese numbers is posted on locate markers. The Vendor shall coordinatetransfer of these numbers with the current vendor.

3.1.2 PERSONNEL

The Vendor shall keep a staff of adequate size to respond to allrequirements of this contract at all times during the term of this contract.The Vendor’s work shall be performed and/or overseen by the key

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personnel identified during negotiations. The responsible person incharge of all the work performed under this contract shall be a Florida-registered professional engineer. If the Project Manager is not a Florida-registered professional engineer, the immediate supervisor shall be. Anychanges in the indicated personnel in charge or identified to work on thiscontract shall be subject to review and approval by the Department inwriting before performing any services for this contract. All personnelrequests must be accompanied by a current resume and description of theduties for which the individual being proposed will be responsible.

The Vendor shall supply dependable and skilled staff to the contractappropriate for their trade and as deemed necessary by the Department’sContract Manager. At least one of the Vendor’s staff shall be a Florida-registered professional electrical engineer. The Vendor shall continuouslymonitor personnel activity as part of its own management activity. TheDepartment will make periodic reviews to verify that the project control andmanagement procedures are assuring project performance in reasonableconformity to Department procedures, plans, specifications, and contractprovisions. The Vendor shall assist the Department in these reviews.

When deficiencies are identified in a review, the Vendor will immediatelyimplement remedial actions to eliminate any deficiencies. Remedialactions may include further training of the Vendor’s personnel (in scopeand/or frequency), subdivision of staff responsibilities, addition of staff, orreplacement of personnel whose performance is considered inadequate.

System support will require a multi-disciplined team. The following areasof expertise are considered to be the minimum necessary to successfullyfulfill the obligations of this contract. Subcontractors submitted with theresponse are allowed.

Project Management / Administration Electrical Trades Electrical engineering Electronic and Electro-mechanical Component Diagnostics,

Troubleshooting, and Repair Computer Hardware Troubleshooting and Repair Local Area Network and Wide Area Network Design Ethernet, Point-to-Point and Wireless Communications Support Layer 2 Switching, Layer 3 Routing and VLAN configuration In-depth Knowledge of Various Network Protocols, i.e., OSPF, PIM,

SNMP, IGMP, IGRP, DVMRP, DNS, etc. Computer Applications / Database Management Serial and Video Communications Fiber Optic Network Configuration and Administration Fiber Optic Cable Termination, Splicing, Testing and Management

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Installation, Configuration, Troubleshooting, and Maintenance ofVideo Encoders, Network Switches, Terminal Servers, DynamicMessage Signs, Closed-Circuit Television Cameras, and VehicleDetection Sensors based on Radar, Induction, Acoustic, and VideoTechnology

Operation of Traffic Controllers Grounding, Surge Protection and Related Equipment Configuration Management Highway Advisory Radio (HAR) Security devices for System Installations Understanding of Ramp Signaling Operations Installation of ITS poles and structural uprights for ITS field

deployments according to Department procedures Maintenance of Traffic

Any of the Vendor’s staff that requires frequent visits to the Tampa BaySunGuide Traffic Management Center (TMC) may be required to pass aFlorida Department of Law Enforcement (FDLE) background check. TheVendor shall provide the Department’s Contract Manager with the properdocumentation and the Department will coordinate the FDLE backgroundcheck with the Florida Highway Patrol (FHP). The FDLE backgroundcheck shall be updated for each person on an annual basis. It will be theresponsibility of the Vendor’s Project Manager to ensure the coordinationof the background checks for the term of this contract.

3.1.3 PROJECT RECORDS

The Vendor shall maintain complete and accurate records, in hard copyand electronic file, acceptable to and approved by, the Department for allSystem maintenance activities and any other events relating to thiscontract.

All project records, files, and equipment owned by the Department shall bedelivered to the Department within thirty (30) calendar days prior tosubmittal of the final invoice by the Vendor. Final payment shall not berendered by the Department until all of the conditions of this contract havebeen met.

The Vendor shall keep a documented log of each and every field devicelocation. Preventative and routine maintenance, repair logs, partsreplacement, special notes, recommendations and equipment’s warrantyrecords (if available), shall be included as part of the device log. Multipledevice logs can be compiled into a site log if multiple field devices are at asingle location. This log shall be presented to the Department whenrequested and shall be in a Microsoft Excel 2007 or later format. The

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format of the document shall be in a sort-able column format and pre-approved by the Department.

Field device records at a minimum shall include, but not be limited to, thefollowing:

Field device Location Date and time of failure Description of failure or issue Report of failure source Technician responding Arrival time at field device location Site conditions noted, i.e., weather, accident, fire, etc. Actions taken Date and time of resolution Spare parts used: type, model, serial, and Approved Products List

(APL) number Photo documentation (digital only) Replaced parts: type, model, serial and APL number Action for replaced parts, i.e., in-house repair, return to factory General notes

It shall be the responsibility of the Vendor to maintain complete andaccurate records of all work activities and all other events relating to thiscontract. Project records shall include, but not be limited to, such items asproject Monthly Status Reports, meeting notes, cost proposals, invoices,current and historical inventory records, as-built plans if alterations to theSystem are performed, time sheets, and Vendor’s staff records. Projectfiles shall contain all correspondence to and from the Vendor andcontractors, consultants, manufacturers, equipment Vendors, Local, Stateand Federal agencies, etc., as related to this contract. These files shallalso include all materials information obtained by or given to the Vendor.All records shall be categorized and then organized by date, activity andsubject. Paper documentation shall be scanned into an electronic formatand become part of an electronic portable document format repository forthe project.

The project files shall be established such that they can be delivered tothe Department’s Contract Manager as requested.

The Department is currently reviewing the configuration managementprocess. If it is determined that new software needs to be utilized, manhours will be negotiated and if needed a separate TWO for executing theconfiguration management process will be issued.

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3.1.4 STATUS AND QUARTERLY REPORTS

The Vendor shall supply Status Reports describing in detail all activities tothe Department monthly, quarterly or as deemed appropriate by theDepartment’s Contract Manager. The Status Reports shall commenceupon contract execution and continue for the duration of this contract. Thereports shall include detailed descriptions of all services performed andthe results of testing conducted during the report period and shall be acollection of events, data, calculations, decisions, instructions,notifications, circumstances, and work performed each day during thecontract term. Anyone reading the reports shall be able to comprehend thestatus of the field devices, and ascertain the work that has beenperformed.

The monthly Status Reports shall have supporting documentation thatincludes, but is not limited to, the following information:

Field device Location Date and time of failure Description of failure or issue Report of failure source Technician responding Arrival time at field device location Site conditions noted, i.e., weather, accident, fire, etc. Actions taken Date and time of resolution Spare parts used: type, model, serial and APL number Photo documentation (digital only) Replaced parts: type, model, serial and APL number Action for replaced parts, i.e., in-house repair, return to factory General notes

The reports shall be submitted with the monthly invoices. PreventativeMaintenance (PM) checklists for all field devices being billed duringinvoice periods shall also be submitted. Checklists shall show the devicetype, ID, location, technician name, date and type of PM performed. Allwork performed shall be shown and conditions noted on the checklists.The Department shall approve the checklists before they are put into use.

The purpose of the Quarterly Report is to provide a summary of all workperformed by the Vendor and the status of that work over a three (3)month period. The Vendor shall supply a quarterly report on the fifth workday of the month following the quarterly report period duration of thecontract. This report shall include all information collected for previousreports listed in this section, the device availability matrix, a workbreakdown listing the technician, equipment utilized, and repair procedure

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for each occurrence of work. This report shall also document and certifythat all work has been completed in accordance with Manufacturer’sspecifications and any routine and/or preventative maintenance has beencarried out as per Manufacturer’s recommendations. This report shallinclude an assessment by the Vendor of equipment failures and theircauses such as design/construction errors, age of component,environmental problems, and lightning/surge/power inadequacies, etc.

3.1.5 DEVICE AVAILABILITY

The Vendor shall be responsible for developing an availability matrix andsubmit it for approval to the Department’s Contract Manager. The matrixshall include all field device systems and subsystems, including but notlimited to, Closed Caption Television (CCTV) Cameras, Encoders,Network Communications, Vehicle Detection, Dynamic Message Signs,etc. This matrix shall be included with the monthly reports and as astandalone annual report documenting the total availability percentages,e.g., 99.999% for that year. This matrix shall be presented in a tableformat with a 3-D line chart that displays a historical device Systemavailability that is carried forward for the duration of the contract.Downtime related to traffic incidents or natural disasters shall be recordedseparately from all other System failures.

3.1.6 TASK WORK ORDERS & PAYMENT TERMS

The Vendor shall work closely with the Department’s Contract Manager indeveloping a TWO scope and fee sheet estimate to ensure both partiesagree as to the intended result. Included with each TWO at a minimum willbe a detailed description of the problems to be addressed, expectedresults, and work schedule. The description of work as described in theTWO shall be used to create a checklist that will be used by the Vendor’sstaff to ensure all work has been completed. The checklist shall befurnished to the Department with the Vendor Project Manager’s signatureindicating the work has been completed as described and the equipmentis fully operational. Work beyond that which is defined shall require aseparate TWO or revision to be authorized.

Payment for services under all TWO’s will be in accordance with Exhibit“B”, Method of Compensation, and by the amounts established in Exhibit“C”, Price Sheet. Upon completion, the work shall be subject to aninspection by the Department. Work that is determined to be of poorquality or a quality less than the original installation shall be re-performedat no cost to the Department. Final payment for each TWO shall not berendered by the Department until all services of that TWO have beenperformed to the Department’s satisfaction.

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3.1.7 DEFINITIONS

Preventative and routine maintenance services consist of regularlyscheduled activities to be performed by the Vendor such as, but notlimited to, electrical testing, replacement of wearing parts, cleaning,lubrication, and/or activities recommended by the Manufacturer to providemaximum field device availability. Responsive support services by theVendor consist of responding to faults of the System as reported ordetected and any general services requested by the Department andscheduled. System placement services are the placement of newequipment and/or infrastructure by the Vendor as identified by theDepartment. Emergency response services provided by the Vendor aresimilar to responsive support services but may require removal ofinfrastructure due to an incident. Disaster/Emergency reporting will be onan as needed basis by the Department and performed by the Vendor asspecified in section 4.9 Disaster Reporting.

The Vendor shall be responsible for meeting the minimum response timerequirements for all services as set forth in section 4.0 System Services.

3.2 APPROVED PRODUCTS AND DESIGN

The Vendor shall follow the Department’s most current Standard Specificationsfor Road and Bridge Construction. The Vendor shall review the Department’sApproved Products List (APL) and Qualified Products List (QPL) and adhere tothese whenever furnishing items under this contract. The only exception to this iswhen the Vendor receives written consent from the Department’s ContractManager. The Vendor shall not perform any structural services for this contractwithout signed and sealed plans that have been approved by the Department.

4.0 SYSTEM SERVICES

It shall be the Vendor’s responsibility to respond to TWO’s according to the workpriorities assigned in this Scope of Services or as agreed to in an individual TWO. Thetable below shall be a baseline for this contract. The response time is from the time ofnotification by the Department to the Vendor.

The Vendor shall be responsible for reporting all work completed under this section,section 3.0 General Services and corresponding subsections.

The Department reserves the right to enforce payment for liquidated damages, inaccordance with section 7.0 Liquidated Damages.

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WorkPriority Description

ResponseTime

EMERGENCY

Any System infrastructure item that is in a conditionthat is unsafe and/or may present a life threateningcondition, i.e., structural failure or potential structurefailure due to traffic incident or weather damage,electrical risks, or potential fire risks.

1 HourOn-Site

URGENT

Any System component which results in more thanone field device being down or unusable by the TrafficManagement Center, or creates the potential for asystem-wide outage.

3 HoursOn-Site

PRIORITYAny System infrastructure or component servicerequest for general service or installation as deemed apriority by the Department’s Contract Manager

6 HoursOn-Site

NORMAL All other calls.

NextBusinessDay (DOTHolidaysExcluded)

The Department may, at its discretion, issue an Emergency TWO withencumbered funds in place for any emergency. The Vendor shall respond to thisTWO at the Department’s verbal or written request, but may not exceed theamount of the TWO without further authorization.

4.1 DIAGNOSTICS AND TROUBLESHOOTING SERVICES

Diagnostics and troubleshooting services are required when certain equipment isinoperable and field troubleshooting service is needed to identify the problemand, if possible, perform minor repairs to fix the problem while at the site. Thisservice may, at the Department’s discretion, be handled under a general servicesTWO held open for ongoing support services. If no general services TWO isopen, the Department will issue one. At that time the Vendor shall be authorizedto perform diagnostics and troubleshooting services and minor repairs. Theservice request shall be updated by the Vendor to describe in detail thecompleted services or any additional service needed at the site. The requestshall be submitted to the Department for approval by the Department’s ContractManager or designee before any additional service can be performed.

Certain equipment may require power to be recycled in order to resume normaloperation. If the Vendor detects a device that frequently requires an on/off/onpower cycle in order to maintain operation it shall be the responsibility of theVendor to make a recommendation to the Department of the proper correctiveaction needed after contacting the equipment manufacturer to troubleshoot the

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issue. It is the responsibility of the Vendor to service equipment and repairSystem components to a 100% functional status.

Should the Vendor perform a responsive service request under any TWO and thesame fault is reported on the same field device within thirty (30) calendar days, itshall be the Vendor’s responsibility to make the second and all subsequentrepairs needed to restore 100% functional status at no cost to the Department.Downtime associated with any device failures no matter the cause shall becalculated in the System availability matrix.

Should a particular device continue to fail and the issue cannot be resolved byrepair or replacement, the Department at it sole discretion may remove thedevice from the Vendor’s responsibility.

The Vendor, through diagnostics and troubleshooting services, shall investigatethe cause for the failure of equipment and determine if the failure is related tofactors such as, but not limited to, a storm event, materials or workmanship,supplied power, leased communications, warranty covered failures, electricaland/or mechanical components, hardware or software failures. The diagnosticsand troubleshooting results shall define the type of repair needed to restore thefield device(s) to 100% functional status. If the diagnosis indicates the need formajor repairs or parts replacement, the Vendor shall proceed per section 4.3Major Repairs, Parts Replacement and Materials.

4.2 PREVENTATIVE AND ROUTINE MAINTENANCE SERVICES

The Vendor shall perform all preventative and routine maintenance serviceswithin the periodic intervals as recommended and specified by the equipmentmanufacturer, the Department, and based on the equipment’s operatingcondition over the term of this contract, as deemed appropriate by theDepartment. The Vendor, in cooperation with the Department’s ContractManager, shall provide a detailed preventative and routine maintenance checklistwith a timetable for each component of the System, i.e., CCTV Cameras,Dynamic Message Sign (DMS) components, Vehicle Detection Sensors,Communications Devices, Encoders/Controllers, etc. The routine maintenancechecklist shall be created by the Vendor and supplied to the Department for eachfield device in use within sixty (60) calendar days from contract execution.

It shall be the Vendor’s responsibility to create a routine maintenance checklistwithin fifteen (15) calendar days for any new device that is brought into theSystem during this contract. It shall be at the Department’s discretion toissue/modify a TWO to utilize the rates under this contract to provide themaintenance if the Department determines this is desirable. The Departmentmay adjust the schedule based on available funding for items that are no longerunder warranty.

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Preventative and Routine maintenance services include, but are not limited to:

Dust removal from all equipment, cabinets, and enclosures. CCTV domes shall be cleaned, inspected, re-pressurized and video feed

shall be verified for quality thereafter Paint Touch-up Air filter replacement Check status of door locks and any entry detection sensors, if so equipped Visual inspection of device, cabinet and enclosure exteriors: check for

corrosion, punctures, graffiti, or signs of vandalism Visual inspection of status Light Emitting Diodes (LEDs) of equipment Visual inspection of all fans inside equipment and/or cabinet Visual inspection of all light fixtures for proper operation Visual inspection of all wiring for indication of decay, and/or inflicted

damage Visual inspection of surge protection devices Visual inspection of the status for all breakers and fuses Physical test and inspection of grounding system to ensure adequate

grounding at all locations Physical inspection of all connectors and cable assemblies to verify

connections, correct as needed Obtain Ohm reading to check grounding Physical inspection of all security devices and components and testing of

those that operate electronically Check Uninterruptable Power Supply (UPS) functionality by simulating a

power failure at the disconnect Fumigation of all cabinets and enclosures against pests and/or vermin Removal of pests or vermin along with any excrement or habitat leftover

from their presence Weed and grass control within 48” around all cabinets, structures and

splice enclosures For trailer mounted portable cameras, service includes deployment of

camera one time during the maintenance period or storage if not deployedplus any applicable trailer fees. More than one deployment/relocationoutside of the maintenance period will be done by man hours.

Major deficiencies discovered as a result of preventative and routinemaintenance services shall be reported to the Department Contract Managerimmediately in writing and shall be handled as defined in section 4.3 MajorRepairs, Parts Replacement and Materials of this Scope of Services. Phone callsare acceptable if the deficiency would constitute an emergency or urgent servicerequest as defined by the table in section 4.0 System Services. Minordeficiencies (i.e., loose connector, tripped circuit breaker, cabinet light out, etc.)shall be fixed as part of the preventative maintenance.

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Preventative and routine maintenance service TWO’s shall be set as a LumpSum amounts based on the number of devices to be maintained and duration ofthe TWO. Each work estimate submitted to the Department by the Vendor shallclearly state the Lump Sum amount. The TWO Fee Sheet shall be itemized foreach System component by the Vendor and priced per line item. Price shallinclude all items listed above plus those identified in the preventative and routinemaintenance checklists for the specified components developed by the Vendorand as approved by the Department’s Contract Manager.

4.3 MAJOR REPAIRS, PARTS REPLACEMENT AND MATERIALS

Major repairs and/or parts replacement to the System shall consist of, but not belimited to, the repair or replacement of damaged, missing or malfunctioningequipment in order to maintain the System operation and functionality. It is theresponsibility of the Vendor to ensure the Department that no warranties arevoided at any point during this contract. The Vendor shall act on behalf of theDepartment by shipping/receiving equipment for warranty work as needed.

The Vendor shall submit an itemized breakdown with the following information onthe work estimate with only one device type per line.

Quantity of devices Model number of device Description and Type of device Sub-Total Line item total Shipping Taxes Grand total

The written request for authorization of purchasing materials and equipment shallbe included as part of a work request. Approved expense items not contained inExhibit “C”, Price Sheet, shall be purchased in accordance with 60A-1.002,Florida Administrative Code, and have a full justification and backup data in theform of two (2) quotes (minimum) for any item greater than $2,500. One quoteshould be from a Minority Business Enterprise (MBE) Vendor or state that anMBE Vendor was not available. Services by specialists not included in Exhibit“C”, Price Sheet, may be required at times and shall be obtained by the samepractice as commodities.

When submitting any invoice to the Department where the Vendor incurred anexpense for procurement of any commodity or service, it shall be the Vendor’sresponsibility to provide the Department with a copy of the invoice from eachVendor used to procure the needed commodity/service. Items with poordescriptions that are not easily discernable in plain English shall be explained in

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writing to the Department’s Contract Manager in detail to the Contract Manager’ssatisfaction before the invoice will be approved.

If commodities or services need to be purchased or rented by the Vendor underemergency response conditions, the Vendor is allowed to purchase and/or rentneeded items not exceeding a total amount of $10,000.00 without written consentfrom the Department’s Contract Manager or designee. At such time theemergency situation passes the Vendor shall submit a request for reimbursementitemizing each purchase as listed above, this shall be submitted no later than five(5) business days after said emergency for the Department Contract Manager’sapproval.

The Department reserves the right to reject any or all charges on anyreimbursement request and/or invoice.

Upon completion of the major repair or part replacement, the Vendor shallperform diagnostics testing to ensure the System is fully operational andfunctional. The results of the tests shall be reported to the Department’s ContractManager immediately. The work shall be subject to inspection by theDepartment’s Contract Manager or designee. Work that is determined to be ofpoor quality or a quality less than the original installation shall be re-performed bythe Vendor at no cost to the Department. Final payment for each TWO shall notbe rendered by the Department until all conditions of the TWO have been met.

Repairs that require the expertise and/or specialized equipment of themanufacturer shall be considered Original Equipment Manufacturer (OEM)Repairs. OEM repairs are those specialized repairs that cannot be made by theVendor and must be made by a manufacturer or Vendor of theequipment/component. On an as-needed basis, the Vendor shall notify theDepartment’s Contract Manager of manufacturer repairs necessary for thecontinued safe and efficient operation of the System.

The Department’s Contract Manager will review the proposed manufacturerrepair(s) and approval shall be required in order to proceed with the repair. TheVendor is responsible for coordination, shipping and receiving as needed.

The Department may, at its discretion, issue a general services TWO which shallprovide for man hours and expenses in order to expedite repairs. The Vendorshall not exceed the dollar amount established by the TWO and shall notify theDepartment when 80% of the funding is expended.

4.3.1 DAMAGE CAUSED BY OUTSIDE ELEMENTS

In the event damage is caused by an outside element, such as a motorist,another contractor or electric/cable company, the Vendor is authorized toact as the Department’s communications agent and seek reimbursement

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through that person/entity or their insurance company. All funds receivedshall be applied to the repair and reflected on the appropriate invoice. Inthe event the Vendor is unable to get reimbursed after due diligence, theDepartment will cover the cost under a general TWO. The Vendor shallnot be held liable for the repair costs if the repairs were authorized by theDepartment and recovery could not be made.

4.4 EMERGENCY RESPONSE SERVICES

Emergency response services shall include the restoration of componentsresulting from any malfunction or damage that is considered by the Departmentas creating a safety hazard to the traveling public. Failures of this type will mostlikely be caused by severe and unusual forces of nature, vehicular accidents andcollisions, vandalism, theft, fire, erosion, and exposure to chemicals or pollutants.

In the event that normal operation cannot be restored immediately, the Vendorshall supply a substitute device, as feasible, within two (2) hours after arriving atthe site. The substitute device shall remain operational until repairs to theexisting device can be made. The existing device shall be repaired and replacedas per section 4.3 Major Repairs, Parts Replacement and Materials.

The Department reserves the right to enforce payment of Liquidated Damages inaccordance with section 7.0 Liquidated Damages of the Department’s StandardWritten Agreement for excessive delays in work completion.

In the event of a structural failure that is causing a safety hazard and/orobstructing a roadway or waterway it shall be the Vendor’s responsibility toremove the structure and all associated equipment/hardware within sixty (60)minutes after arriving at the site. The Vendor shall provide a damage assessmentreport to the Department’s Contract Manager within three (3) hours after arrivingat the site documenting the damage providing the following information at aminimum.

Device location, type, model, serial and APL number Date and time of incident Cause of failure or issue Site needs analysis (if possible) Photo documentation (digital only) Needed parts list Repair cost breakdown Repair schedule General notes

Structural failures shall be repaired and/or replaced as needed by the Vendorwithin seventy-two (72) hours after providing the damage assessment report tothe Department. Construction cost to the Department for emergency structure

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replacement shall be the same cost to the Department as a new structureinstallation under this contract.

4.5 NETWORK AND UTILITY SERVICES

The Vendor shall have the necessary equipment and personnel capable ofperforming various types of fiber optic repair needed in the field including, but notrestricted to: mid-span fusion fiber splicing, fiber trunk splicing, Optical TimeDomain Reflectometers (OTDR) testing, fiber enclosure installations, andtermination of fiber inside fiber trays. The Vendor shall have the capability toinstall both open trench and directional bored conduit for new installation andreplacement of damaged conduit. It shall be the responsibility of the Vendor toperform all Sub-Surface Utility Engineering (SUE) and obtain any permitsrequired by the Department before the Vendor commences any work. Aftercompletion of fiber-related work by the Vendor a report shall be presented to theDepartment for record keeping of fiber communication infrastructure. No fiber-related work shall be started by the Vendor without written authorization by theDepartment. Exception of this rule is emergency work.

4.6 EMERGENCY POWER FOR SYSTEM DEVICES

The Vendor shall be responsible for storage, placement, security, maintenance,and re-fueling of mobile generators and stationary generators. The generatorswill be provided by the Department and will primarily consist of diesel or naturalgas fuel type sets which shall be maintained by the Vendor according to themanufacturer’s operating manual. It shall be the responsibility of the Vendor tosecure the generator at the site to prevent theft. The Vendor shall be responsibleto the Department for replacement of units lost to theft or vandalism at theVendor’s storage area and/or during deployment. The Vendor shall deploy thegenerators on an as needed basis for the Department and keep them fueled atall times, including during hurricane evacuations and other emergencies. Theservice response time for this service shall be based on the urgent priority as setforth under section 4.0 System Services in this document. Typical deploymentsmay include loss of power service to a critical device or hub location, imminentloss of power to a single or multiple locations due to an approaching hurricane orterrorist threat and/or after any of the aforementioned incidents considering saferesponse conditions.

Stationary generators are in place at several hub sites. It is the Vendor’sresponsibility to perform maintenance and fueling of these generators andcoordinate any warranty work. Parts not covered by warranty needing to bereplaced will be reimbursed if the Department determines that the Vendor wasnot negligent.

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4.7 PORTABLE VARIABLE MESSAGE SIGNS

The Vendor shall be responsible for storage, placement, security, maintenance,and re-fueling of Portable Variable Message Signs (PVMS). The PVMS units willbe provided by the Department and will be trailer mounted. It shall be theresponsibility of the Vendor to secure the PVMS at the site to prevent theft. TheVendor shall be responsible to the Department for replacement of any units lostto theft or vandalism at the Vendor’s storage area and/or during deployment. TheVendor shall deploy the PVMS units on an as needed basis for the Department.The service response time for this service shall be based on the urgent priority asset forth under section 4.0 System Services in this document. Typicaldeployments may include traffic diversion due to roadway incident, evacuationrouting and/or contra-flow due to an approaching hurricane or terrorist threat,and/or after any of the aforementioned incidents to warn of closed roadways,flooding and alternate routes pending safe conditions for deployment.

4.8 OTHER PORTABLE DEVICES

4.8.1 Other portable devices include, but are not limited to, CCTV,Microwave Vehicle Detector Sensors (MVDS), HAR

4.8.2 The Vendor shall be responsible for storage, placement, security,maintenance, and re-fueling of other portable devices as providedfor in a TWO.

4.9 DISASTER REPORTING

The Vendor shall be responsible for providing the Department a detailed damagereport after the occurrence of a disaster, natural or otherwise. This report shallinclude an individual site analysis with the following information:

Device Location Date and time of visit Description of failure or issue Site conditions noted, i.e., submerged, structure down, no power Site needs analysis (if possible) Photo documentation (digital only) Damaged parts list: type, model, serial and APL number Needed parts list Repair cost breakdown General notes

The damage report by the Vendor shall be per site and include all devicesconnected to the cabinet location. The Vendor’s report shall include an ExecutiveSummary and a cost summary including all parts necessary to re-establish thesite in working order. This work shall be coordinated with the Vendor by the

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Department and the Department’s Contract Manager shall establish time framesfor these reports to be delivered to the Department depending on the severity ofthe disaster.

5.0 GEOGRAPHIC COVERAGE AREA

The Vendor shall be responsible to the Department for all services listed in this contractin the following counties: Citrus, Hernando, Hillsborough, Manatee, Pasco Pinellas, andPolk Counties. In unusual circumstances, and with the written permission of theDepartment Contract Manager, the Vendor may perform services in any other County.Maintenance of devices will be as identified by the table in Attachment I where theVendor shall be responsible for all System devices identified in Attachment I. TheVendor shall also be responsible for service as listed under this contract to supportcommunications back to the TMC or interconnections to area TMCs, Law Enforcement,Local, State, and Federal agencies within the counties listed above as needed by theDepartment. Attachment I is only a reference and specific devices may be added orremoved as needed by the Department as new projects occur.

6.0 MISCELLANEOUS REQUIREMENTS

All miscellaneous requirements under this section shall be considered subsidiary tosection 3.0 General Services.

6.1 TRAINING

The Vendor shall provide qualified instructors and all materials for trainingDepartment and Vendor staff in the maintenance, operation and diagnostics andtroubleshooting of equipment, hardware, software, and firmware for all devices ofthe System. Training shall consist of formal classroom lectures, as well as"hands-on" training. "Hands-on" training shall consist of working with the actualequipment in a workshop and testing of the entire System.

6.2 MAINTENANCE OF TRAFFIC

Maintenance of Traffic (MOT) shall include the planning, furnishing, installing,maintaining, and removing of traffic control and safety devices. The need for laneclosures shall be on a case-by-case basis as requested by the Vendor. Anyrequest for a planned lane closure shall be submitted to the appropriateDepartment maintenance facility. The Contract Manager shall be advised of thedate and time of closures. The Vendor will be given a notification list by theDepartment containing all contacts that shall be notified of the lane closure by theVendor.

MOT shall be deployed and function in accordance with the current edition of theDesign Standards for Design, Construction, Maintenance and Utility Operationson the State Highway System. The Vendor shall have at least one person on its

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staff throughout the term of this contract certified by the American Traffic SafetyServices Association as a Worksite Traffic Supervisor.

6.3 INTELLECTUAL PROPERTY

All hardware, software, firmware, source codes, compilers, tools, operationsmanuals and documentation developed, procured or used on this contract shallbecome the property of the Department. Ownership of the software by theDepartment will include the right to reproduce, install, use, and distribute any andall materials to any entity or individual within the Department or representativesthereof, as determined by the Department, without any additional compensationto the Vendor or suppliers/vendors.

6.3.1 WORKS FOR HIRE

The Department shall retain all rights and interests in, and title to, allintellectual property and products which are developed in whole, or in part,under this contract.

6.3.2 ESCROW OF SOURCE CODE

The Vendor shall maintain in escrow a copy of the original source code forthe licensed software. With each new release of the software provided tothe Department, the Vendor shall maintain the updated source code inescrow. In the event the Vendor files for bankruptcy or ceases operationsfor any reason, the Department shall promptly be provided the currentsource code in escrow.

6.3.3 MACHINES OR COMPUTER HARDWARE/SOFTWARE

The Vendor, without exception, shall save, defend and hold harmless theDepartment and its employees from liability of any nature or kind,including cost and expenses, for or on account of any copyrighted,patented or unpatented invention, process, or article manufactured orsupplied by the Vendor. The Vendor has no liability when such claim issolely and exclusively due to the combination, operation or use of articlessupplied hereunder with equipment or data not supplied by Vendor or isbased solely and exclusively upon the Department’s alteration of thearticle. The Department will provide prompt written notification of a claimof copyright or patent infringement. Further, if such a claim is made or ispending, the Vendor may, at its option and expense, procure for theDepartment the right to continued use of, or replace or modify the article,to render it non-infringing. If none of the alternatives are reasonablyavailable, the Department agrees to return the article on request to theVendor and receive reimbursement, if any, as may be determined by acourt of competent jurisdiction.

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If the Vendor uses any design, device or materials covered by letters,patent or copyright, it is mutually agreed and understood that, withoutexception, the contract price shall include all royalties or other costsarising from the use of such design, device, or materials in any wayinvolved in the work.

6.4 MATERIALS AND EQUIPMENT

All equipment and component parts that are furnished shall be new, unused andshall meet all requirements of this contract, and shall be in operable condition atthe time of delivery. All parts shall be of high quality workmanship and no part orattachment shall be applied contrary to the manufacturer's recommendations orstandard practice. If authorized by the Department, cannibalized parts fromdamaged Department equipment may be used if they do not invalidate awarranty.

6.4.1 EQUIPMENT CONTROL

The Vendor shall maintain and store the Department’s System equipmentor spare parts, in a location approved by Department’s Contract Manager.This location shall be marked specifically for this contract and shall not beused for any other purposes. Parts or equipment to be stored outside theDepartment’s storage area shall be authorized by Department’s ContractManager; by default all spare parts or equipment not installed andoperating shall be stored at the storage area dedicated to this project asapproved by Department’s Contract Manager. The Vendor shall maintainand have readily available an up-to-date inventory of all the Department’sequipment and/or parts that are under the Vendor’s supervision. Theinventory shall contain, but not be limited to, at a minimum: themanufacturer, model number, descriptive name, SunGuide ITS inventoryAPL number, manufacturer serial number, current location and condition(new, used or damaged). The Department reserves the right to storedevices and/or parts at an independent storage area within twenty (20)miles of the District Seven Headquarters Office. If the Departmentchooses to do so, it shall be the responsibility of the Vendor to pick upparts as needed under the terms of this contract and adhere to theresponse times as listed under section 4.0 System Services of thisdocument.

Any equipment purchased by the Vendor on behalf of the Departmentusing Department funds belongs in whole to the Department. Upontermination or ending date of the contract, all Department property shall betransferred to the Department or the incoming Vendor.

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6.4.2 TOOLS USED FOR SERVICES BY THE VENDOR

The Vendor shall never invoice the Department under this contract for theacquisition of tools and equipment to perform the services of this contract.Laptop computers, Ethernet packet sniffers, Personal Digital Assistants(PDAs), screwdrivers, pliers, serial cables, multi-meters, OTDRequipment, crimp tools, video monitors, vehicles, hammers, shovels,electrical power tools, etc., are examples of such tools that shall beconsidered as tools of the trade by the Vendor.

The cost of consumable parts required for maintenance, such as but notlimited to: electrical tape, paint, cable, fiber optic cables, markers, screws,steel bands, weed killer chemicals, degreasers, rain-X ®, etc., shall beincluded in service prices.

6.4.3 REPLACEMENT PARTS

This work includes the furnishing of the replacement parts needed for themaintenance of the System. Cut sheets of all new replacement parts mustbe submitted and approved by the Department’s Contract Manager priorto furnishing. The proposed replacement part shall be equal to or better infunction and quality to the existing System component or equipment. TheVendor shall be responsible for inventory control of all replacementequipment as required in section 6.4.1 Equipment Control.

6.5 UTILITY COORDINATION

The Vendor shall fully cooperate with all utility owners during construction,installation or repair associated with this contract. The Vendor shall call SunshineState One-Call between forty-eight (48) and ninety-six (96) hours before anyexcavation work. The Vendor shall furnish and install all equipment and materialsand perform all work in accordance with all applicable utility owner standards andprocedures. The Vendor is responsible for ascertaining the exact location of allutilities prior to the beginning of work in an area. Utility locations as shown onDepartment plans are approximate and may not include all utilities.

The Vendor shall be responsible for coordinating and meeting with all utilitycompanies having overhead or underground facilities in proximity with theVendor’s installations. The Vendor shall be responsible for determining andperforming any needed SUE work.

6.6 OCCUPATIONAL SAFETY AND HEALTH REQUIREMENTS

The Vendor shall follow all safety requirements outlined in the National ElectricalSafety Code (NESC), the Occupational Safety and Health Administration

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(OSHA), and any standards or manufacturer’s user guidelines for safe installationof required equipment per this contract.

6.7 VENDOR PERFORMANCE

Throughout the term of this contract the Department shall conduct reviews of theservices performed by the Vendor under this contract. These reviews shalldetermine the compliance of the Vendor’s operations with the servicerequirements, the terms of this contract, and the policies and procedures of theDepartment. The Vendor shall fully cooperate with these reviews. If deficienciesare found the Department shall inform the Vendor of this in writing. The Vendorshall take immediate remedial action to cure any deficiencies. No additionalcompensation will be due to the Vendor associated with such remedial actions.

The Department reserves the right to use its own staff for any maintenanceactivities at its discretion and may prioritize response calls at its discretion. TheVendor is required to maintain the Department’s devices uniformly andconsistently throughout the contract term meeting both the Department and, asappropriate, the manufacturer’s performance specifications. Continued poorperformance of work or failure to perform shall cause the Vendor to be declaredin default of this contract. Failure to meet the service requirements specified inthis contract shall result in a written notice from the Department.

The Vendor shall ensure that all warranties remain valid. To achieve this, theVendor shall perform all the preventative work specified by the manufacturerwithin the periods specified by the manufacturer for all equipment. The Vendorshall provide equipment such as, but not limited to, vehicles, bucket trucks,inspection trucks, field engineering equipment, tools, materials, cellular phonesand other equipment necessary to perform the services required under thiscontract. An approved Vendor as per the equipment specification requirementsshall calibrate all electronic maintenance and measurement equipment. Theseitems include, but are not limited to:

Optical Time Domain Reflectometers (OTDR) Oscilloscopes Spectrum Analyzers Network Analyzers Waveform and Video Generators Sweep Generators Multi-meters Inductance Meters Power Meters Ground Testers Ethernet packet sniffers

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7.0 LIQUIDATED DAMAGES

It is recognized that this contract is a “Performance-Based” contract in which theVendor’s performance and compliance with the Scope of Services shall be evaluatedperiodically by the Department.

On occurrences in which the Vendor does not meet the performance standardsestablished herein, the Department shall reserve the right to assess the Vendorliquidated damages that shall be deducted from the Vendor’s monthly invoice.

The schedule for the applicable liquidated damages for Non-Performance shall include,but is not limited to:

Not meeting the Diagnostics services response times - $250.00 per occurrence. Not meeting the Repair services response times - $250.00 per occurrence. Not fulfilling warranty requirements - $500.00 per occurrence. Not meeting the response times - $250.00 per occurrence. Not performing an authorized task within the specified time - $100.00 per

occurrence.

The schedule above will be used for this contract in place of the schedule shown in thecurrent version of Section 8-10.2 of the Standard Specifications for Road and BridgeConstruction.

Application of these liquidated damages will not waive the Department’s right toterminate this contract in the interest of the Department.

8.0 CONTRACT TERM

It is anticipated that the term of the agreement will be from December 31, 2010, throughDecember 31, 2015.

This Agreement may be renewed for a period that may not exceed three (3) years or theterm of the original contract, whichever period is longer. Renewals shall be contingentupon satisfactory performance evaluations by the Department and subject to theavailability of funds. Any renewal or extension shall be in writing and shall be subject tothe same terms and conditions set forth in this Agreement.

9.0 TERMINATION

Reference is made to Paragraph 6 of the Contractual Services Agreement. Anynecessary default action will be processed in accordance with Florida AdministrativeCode Rule 60A-1.006(3).

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ATTACHMENT “I”

ESTIMATE OF ITS CONSTRUCTION COMPLETION

DISTRICT-WIDE INTELLIGENT TRANSPORTATION SYSTEMS (ITS) FIELDDEVICES AND INFRASTRUCTURE MANAGEMENT

CITRUS, HERNANDO, HILLSBOROUGH, MANATEE, PASCO, PINELLAS, AND POLKCOUNTIES

This is only to be used for estimating purposes actual dates and device quantities mayvary.

Miles County Roadway From ToOn-Line VDS CCTV DMS

7 Pinellas I-275SunshineSkyway S.

SunshineSkyway N. Y 0 22 0

4.25 Hillsborough I-4 14th St. 50th St.2007 28 9 6

0.406 Hillsborough I-275Down TownInterchange

14th St. (I-4)2006 8 4 3

15.2 Hillsborough I-275M.L. King Jr.Blvd.

N. of BearssAve. 2006 36 11 8

12.56 Pinellas/Hills I-275 54th Ave. N.KennedyBlvd. 2006 38 12 7

6.892 Hillsborough I-4 50th St. C.R. 579 2006 31 9 7

0.686 Hillsborough SR-60 I-275Rocky PointDr. 2008 35 6 4

8.077 Pinellas I-275 54th Ave. S 54th Ave. N. 2008 40 9 10

12.59 Hillsborough I-4 C.R. 579 Park Rd.2007 32 13 4

11.87 Hillsborough I-75 U.S. 301 Fowler Ave. 2007 35 6 4

8.874 Pinellas I-275S. of SunshineSkyway

54th Ave. S.2010 12 4 4

7.4 Hillsborough I-275 Bearss Ave. I-75 2009 40 7 3

32.5 Hills/Polk I-4 Park Rd. U.S. 272010 78 33 8

N/A N/A N/A N/A N/A2010

PortableCameras

6

QUALIFICATIONS QUESTIONNAIRE

DISTRICT-WIDE INTELLIGENT TRANSPORTATION SYSTEMS (ITS) FIELD DEVICESAND INFRASTRUCTURE MANAGEMENT

Page _1_ of _2_INVITATION TO NEGOTIATE #: ITN-DOT-10/11-7007JM

VENDOR: VENDOR FEID:

PHONE: FAX #:

SUBMITTED BY: TITLE:(Name Printed)

SIGNED: Date:(Signature)

=======================================================================

1. Please tell us about your team’s experience as a prime and as a sub, configuring and

administering fiber optic networks like those that are currently deployed in the Tampa Bay

SunGuide Intelligent Transportation Systems (ITS) program. The response should

include:

The number of years the company has been involved in the performance of ITS

work (ITS work is considered to include the design, installation, testing, integration,

operation and maintenance of communication and information technology for

transportation applications).

A listing of project history of the company's experience as an ITS contractor and/or

ITS maintenance contractor (indicate sub or prime) for the most recent five (5)

years including the following information: Project name and a brief description of

the work performed; beginning and ending date of the project; monetary amount of

the ITS portion of the project; and, name of agency (Client).

2. Please describe your company’s experience in the following:

Installation, testing, integration and maintenance of vehicle detection and

surveillance components such as inductive loops and closed-circuit television.

Installation, testing, integration and maintenance of traveler information devices

such as dynamic message signs (DMS).

Installation, testing, integration and maintenance of communications infrastructure,

including twisted copper wire, coaxial cable, fiber-optic and wireless networks.

Installation, testing, integration and maintenance of electrical; standby power

supply and lightning/surge protection.

Installation, testing, integration and maintenance of wireless networks used to

transmit ITS data.

3. Please list all of the technical training certifications that your primary team memberspossess and how they relate to Exhibit “A” Scope of Services.

4. Training is an important part of this contract. Please describe your team’s prior experiencetraining public and private sector ITS personnel in the maintenance, operation anddiagnostics and troubleshooting of equipment, hardware, software, and firmware for ITSfield devices much like those in the Tampa Bay SunGuide ITS program.

5. Please submit resumes for your primary personnel, including the Project Manager, theirsupervisor, and the Florida-registered professional engineer who will be in responsiblecharge for all of the work performed under this contract.

6. This contract requires a minimum of 4,000 square feet of warehouse space within theDistrict. Does your company have the space available and if not, how do you intend toacquire it?

7. Elaborate on your firm’s availability/response for emergency work?

WORK REFERENCES

List the names of three references for which your business has provided similar services.

BUSINESS NAME ADDRESS CONTACT PERSON PHONE NO.

1.

2.

3.

PRELIMINARY PRICE PROPOSAL

DISTRICT-WIDE INTELLIGENT TRANSPORTATION SYSTEMS (ITS) FIELD DEVICES ANDINFRASTRUCTURE MANAGEMENT

HOURLY RATES(Hourly rates only apply when bid items have not been established)

Item# JOB CLASSIFICATION UNIT

BILLING RATE(FULLY LOADED)

1 Project Manager Per Hour

2 Engineer/ITS specialist Per Hour

3 Senior Technician Per Hour

4 Technician II Per Hour

5Technician I (for labor jobs not needing atechnical understanding of the system) Per Hour

6 Programmer Per Hour

7 Administrative Assistant Per Hour

SECTION 4.2 – PREVENTIVE AND ROUTINE MAINTENANCE SERVICESItem

# DEVICE SITE TYPE UNIT Unit Total Cost

8 Closed Circuit Television Assembly Each

9 Portable CCTV Camera and trailer Each

10 Detector Location Each

11 Dynamic/Variable Message Sign Each

12 Ramp Metering Station Each

13 Wireless Radios and Antennas Each

14 Field Cabinet Site (base/pole) Each

15 Remote Cabinet Site (TVSS) Each

16 Communication Hub Site EachAll parts and equipment needed to complete PM’s are included in the Unit Total Cost (ie filters,lubricants, paint etc.)

SECTION 4.3 – MAJOR REPAIRS, PARTS REPLACEMENT AND MATERIALS

Item# REMOVE and INSTALL ONLY UNIT Unit Total Cost

17 Closed Circuit Television Assembly Each

18 Detector Station (RTMS) Each

19 Detector Station (Video) Each

20 Dynamic/Variable Message Sign Each

21 Field Cabinet Type 334 EachItem

# INSTALL ONLY UNIT Unit Total Cost

22 Field Cabinet Type 334 Each

23 Detector Station (RTMS) Each

24 Detector Station (Video) Each

25 Remote Cabinet (TVSS) EachItem

# FURNISH AND INSTALL UNIT Unit Total Cost

26 Detector Station (Cut Loop) Each

27Ramp Metering Signal, Pole &Foundation Each

28Portland Cement Concrete formed andfinished (2500PSI) Cubic Foot

Item#

REMOVE,FURNISH AND INSTALL UNIT Unit Total Cost

29 Detector Station (Cut Loop) Each

30 Ramp Metering Signal and Pole Each

Item# MISCELLANEOUS UNIT

Expense items approvedwill be invoice price plus

2% handling fee

31 Approved Expenses plus 2% Each(vendor-do not fill in thissection) Actual + 2%%

SECTION 4.4 – EMERGENCY RESPONSE SERVICES(Hourly rates only apply when bid items have not been established)

Item# RESPONSE SERVICE UNIT Unit Total Cost

32 Structure Removal Each

33 Structural Reattachment Each

34 Structure Disposal Each

SECTION 4.5 – NETWORK AND UTILITY SERVICES

Item# FURNISH AND INSTALL UNIT Unit Total Cost

35Open Trench Conduit 2" HDPE SDR11.5 tone-able, incl pull tape Per Foot

36Open Trench Conduit 4" HDPE SIDR 15tone-able, incl pull tape Per Foot

37Open Trench 3 SDR 7 1.5" Conduitscolor coded, tone-able, incl pull tape Per Foot

38Directional Bore Conduit 2" HDPE SDR11.5 tone-able, incl pull tape Per Foot

39Directional Bore Conduit 4" HDPE SIDR15 tone-able, incl pull tape Per Foot

40Directional Bore 3 SDR 7 1.5" Conduitscolor coded, tone-able, incl pull tape Per Foot

413/1.25" innerducts, color coded, tone-able Per Foot

421.5" Above ground conduit structuremounted, incl pull tape Per Foot

43 72 Strand Dry-Block Fiber Per Foot

44 12 Strand Dry-Block Fiber Per Foot

45 Electrical Service Wire 3 conductor Per Foot

46 Cat 5e cable Per Foot

47 72 Strand Fiber Fusion Splice Per Assembly

48 12 Strand Fiber Fusion Splice Per Assembly

48Connectorize 72 Strand Fiberw/connectors Per Assembly

50Connectorize 12 Strand Fiberw/connectors Per Assembly

SECTION 4.6 – EMERGENCY POWER FOR ITS DEVICESItem

# MAINTAIN AND SERVICE UNIT Unit Total Cost

51 Portable Generator 1 cylinder Per Month

52 Portable Generator 4 cylinder Per Month

53Stationary Generator 4 cylinder (HUBGenerators) Per Month

54 Portable Generator Deployment Per DayItem

# INSTALL AND WIRE UNIT Unit Total Cost

55 Stationary Generator on pad Each

56 Automatic Transfer Switch Each

57 Manual Transfer Switch Each

SECTION 4.7 – PORTABLE DYNAMIC MESSAGE SIGNS (PDMS)Item

# MAINTAIN AND SERVICE UNIT Unit Total Cost

58 Portable Sign Per Month

59 Portable Sign Deployment Per Day

SECTION 4.8 - DISASTER REPORTINGItem

# Services UNIT Unit Total Cost

60 Disaster Report Per Site

The Department may, at its sole discretion, make an equitable adjustment in the contract terms orpricing if pricing or availability of supply is affected by extreme and unforeseen volatility in themarketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due tocauses wholly beyond the contractors control, (2) the volatility affects the marketplace or industry, notjust the particular Contract source of supply, (3) the effect on pricing or availability of supply issubstantial, and (4) the volatility so affects the Vendor that continued performance of the Contractwould result in a substantial loss.

The amounts provided above are estimated quantities only and have no bearing on the actualquantities that may be utilized under this contract. The Department does not guarantee anyminimums or maximums on this contract.

The Contractor named below agrees that if this agreement is renewed, it shall be renewed for thesame terms, and conditions as set forth in the original agreement.

NOTE: In submitting a response, the proposer acknowledges they have read and agree to thesolicitation terms and conditions and their submission is made in conformance with those terms andconditions.

ACKNOWLEDGEMENT: I certify that I have read and agree to abide by all terms and conditions ofthis solicitation and that I am authorized to sign for the proposer. I certify that the response submittedis made in conformance with all requirements of the solicitation.

VENDOR:

ADDRESS:

PHONE: FAX:

EMAIL:

AUTHORIZED SIGNATURE:

VENDOR FEDERAL ID NUMBER:

(1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, oruse of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition.

(5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by, any employee who is so convicted.

(4) In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notifythe employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than 5 days after such conviction.

(3) Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1).

(2) Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations.

287.087 Preference to businesses with drug-free workplace programs. --Whenever two or more bids, proposals, or replies that are equal with respect to price, quality, and service are received by the state or by any political subdivision for the procurement of commodities or contractual services, a bid, proposal, or reply received from a business that certifies thatit has implemented a drug-free workplace program shall be given preference in the award process. In order to have a drug-free workplace program, a business shall:

(6) Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section.

Does the individual responding to this solicitation certify that their firm has implemented a drug-free workplace program in accordance with the provision of Section 287.087, Florida Statutes, as stated above?

YES

NO

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PROCUREMENT

375-040-18

09/03DRUG-FREE WORKPLACE PROGRAM CERTIFICATION

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

PROCUREMENT375-040-63

02/07ANTICIPATED DBE PARTICIPATION STATEMENT

Procurement Number:

Contractor's Name:

Contractor's FEID Number:

Is the prime contractor a Florida Department of Transportation Certified Disadvantaged Business Enterprise (DBE)?

(yes ) (no )

Expected amount of contract dollars to be subcontracted to DBE(s): $

It is our intent to subcontract % of the contract dollars to DBE(s). Listed below are the proposed DBE

sub-contractors:

DBE (s) Name Type of Work/Specialty Dollar Amount/Percentage

Submitted by: Title:

Date:

Note: This information is used to track and report anticipated DBE participation in FDOT contracts. The anticipated DBEamount will not become part of the contractual terms.

The Prime contractor is encouraged to complete this form and submit this form with your bid/price proposal/reply. Submission of this form is not mandatory.

OR

(Type or Print)

ITN-DOT-10/11-7007JM

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

BID OPPORTUNITY LIST FOR PROFESSIONAL CONSULTANTSERVICES, AND COMMODITIES & CONTRACTUAL SERVICES

375-040-62PROCUREMENT

04/07

Prime Contractor/Prime Consultant:

Address/Phone Number:

Procurement Number/Advertisement Number: ITN-DOT-10/11-7007JM

49 CFR Part 26.11 The list is intended to be a listing of all firms that are participating, or attempting to participate, onDOT-assisted contracts. The list must include all firms that bid on prime contracts, or bid or quote subcontracts andsupplies materials on DOT-assisted projects, including both DBEs and non-DBEs. For consulting companies this list mustinclude all subconsultants contacting you and expressing an interest in teaming with you on a specific DOT-assistedproject. Prime contractors and consultants must provide information for Numbers 1, 2, 3 and 4, and should provide anyinformation they have available on Numbers 5, 6, 7, and 8 for themselves, and their subcontractors and subconsultants.

1. Federal Tax ID Number: 6. DBE 8. Annual Gross Receipts2. Firm Name: Non-DBE Less than $1 million3. Phone: Between $1 - $5 million4. Address: Between $5 - $10 million

7. Subcontractor Between $10 - $15 millionSubconsultant More than $15 million

5. Year Firm Established:

1. Federal Tax ID Number: 6. DBE 8. Annual Gross Receipts2. Firm Name: Non-DBE Less than $1 million3. Phone: Between $1 - $5 million4. Address: Between $5 - $10 million

7. Subcontractor Between $10 - $15 millionSubconsultant More than $15 million

5. Year Firm Established:

1. Federal Tax ID Number: 6. DBE 8. Annual Gross Receipts2. Firm Name: Non-DBE Less than $1 million3. Phone: Between $1 - $5 million4. Address: Between $5 - $10 million

7. Subcontractor Between $10 - $15 millionSubconsultant More than $15 million

5. Year Firm Established:

1. Federal Tax ID Number: 6. DBE 8. Annual Gross Receipts2. Firm Name: Non-DBE Less than $1 million3. Phone: Between $1 - $5 million4. Address: Between $5 - $10 million

7. Subcontractor Between $10 - $15 millionSubconsultant More than $15 million

5. Year Firm Established:

AS APPLICABLE, PLEASE SUBMIT THIS FORM WITH YOUR: BID SHEET (Invitation to Bid – ITB)LETTERS OF RESPONSE (LOR)PRICE PROPOSAL (Request for Proposal – RFP)REPLY (Invitation to Negotiate – ITN)

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

COMMODITY/CONTRACTUAL SERVICESIN-STATE PREFERENCE FORM

375-040-56PROCUREMENT

OGC - 06/10

Consistent with the principles of promoting employment of state residents, ensuring that the expenditure of

state funds benefits state residents, and encouraging economic development within the state, the Florida

Department of Transportation shall give preference, to the maximum extent possible under or consistent with

applicable state and federal laws, to vendors or businesses that have a principal place of business in the State

of Florida and that agree to maximize the use of state residents, state products, and other Florida-based

businesses in fulfilling their contractual duties resulting from this competitive solicitation (this practice shall

hereinafter be referred to as “in-state preference”).

ITB/RFP/ITN Number: ITN-DOT-10/11-7007JM

ITB/RFP/ITN Title: District-Wide Intelligent Transportation Systems (ITS) Field Devices and Infrastructure

Management

Vendor Name:

Complete the following:

The Vendor (does ) (does not ) have a principal place of business located in the State of Florida. (check

one)

Percentage of Vendor staff to be used on this contract that are Florida residents: %.

Percentage of contractual requirements that will be fulfilled by using Florida products: %

If the Vendor intends to subcontract a portion(s) of the contract work to Florida based businesses, the

proposed Florida based subcontractors are as follows:

The Vendor hereby certifies and agrees to comply with the proposed usage of Florida staffing, Florida based

subcontractors, and to utilize Florida state products to the maximum extent possible under or consistent with

applicable state and federal laws in fulfilling the contractual requirements.

Authorized Signature: ________________________________

Printed Name:

Title:

Date:

To be considered for “in-state preference”, respondents to this competitive solicitation must complete

this Form and submit it with their bid/proposal/reply by the response due date and time.

Page 1 of 17

Attachment A

Procurement Technical Special Provisions

TBSG Freeway Management System

ITS Detection and Data Collection Devices

Florida Department of Transportation

District Seven

11201 N. McKinley Drive

Tampa, FL 33612

Page 2 of 17

TABLE OF CONTENTS

SECTION 780 INTELLIGENT TRANSPORTATION SYSTEMS GENERALREQUIREMENTS........................................................................................................................ 4

780-1 Description. ................................................................................................................... 4780-2 Equipment and Materials. ........................................................................................... 4780-3 Not Applicable............................................................................................................... 4780-4 Not Applicable............................................................................................................... 4780-5 Not Applicable............................................................................................................... 4

SECTION 786 Vehicle Detection AND Data Collection ........................................................... 5

786-1 Vehicle Detection System. ............................................................................................ 5786-1.1 Description. ................................................................................................................ 5786-1.2 Submittals: ................................................................................................................. 5786-2 Materials........................................................................................................................ 5786-2.1 Detector: ..................................................................................................................... 5786-2.2 Communications:....................................................................................................... 6786-2.3 Configuration and Management:............................................................................. 6786-2.4 Electrical Requirements: .......................................................................................... 7

786-2.4.3 Not Applicable................................................................................................... 7786-2.5 Environmental Requirements: ................................................................................. 7

786-2.5.1 Detector Housing: ............................................................................................. 7786-2.5.2 Wind Loads:...................................................................................................... 8

786-3 Performance. ................................................................................................................. 8786-3.1 Detection Accuracy: .................................................................................................. 8786-3.2 Calculation of Volume, Occupancy, and Speed Accuracy: ................................... 8786-3.3 Calculation of Volume Accuracy: ............................................................................ 9

786-3.3.1 Equation 1 – Early Morning Lane Volume Accuracy Expressed inPercentage: ........................................................................................................................ 9786-3.3.2 Equation 2 – Early Morning Period Volume Accuracy Expressed inPercentage: ........................................................................................................................ 9786-3.3.3 Equation 3 – Total Roadway Segment Accuracy Expressed in Percentage:........................................................................................................................................... 10

786-3.4 Calculation of Speed and Occupancy Accuracy:.................................................. 10786-3.4.1 Equation 4 – Early Morning Average Ground Truth Vehicle Speed:....... 11786-3.4.2 Equation 5 – Early Morning Average Vehicle Detector SpeedMeasurement:.................................................................................................................. 11786-3.4.3 Equation 6 – Early Morning Lane Speed Accuracy Expressed inPercentage: ...................................................................................................................... 12786-3.4.4 Equation 7 – Early Morning Speed Accuracy Expressed in Percentage: . 12786-3.4.5 Equation 8 – Total Roadway Segment Accuracy Expressed in Percentage:........................................................................................................................................... 12

786-4 Not Applicable............................................................................................................. 13786-5 Not Applicable............................................................................................................. 13786-6 System Acceptance Criteria....................................................................................... 13786-7 Vehicle Detection System. .......................................................................................... 14

Page 3 of 17

786-7.1 Description: .............................................................................................................. 14786-7.2 Materials: ................................................................................................................. 14

786-7.2.1 VDS Detector: ................................................................................................. 15786-7.3 Installation of VDS:................................................................................................. 16786-8 Not Applicable............................................................................................................. 16786-9 Not Applicable............................................................................................................. 16786-10 Not Applicable........................................................................................................... 16786-11 Guaranty Provisions................................................................................................. 16786-12 Method of Measurement. ......................................................................................... 16786-12.1 Not Applicable........................................................................................................ 17786-12.2 Furnish:. ................................................................................................................. 17786-12.3 Not Applicable........................................................................................................ 17786-13 Basis of Payment. ...................................................................................................... 17

Page 4 of 17

780 INTELLIGENT TRANSPORTATION SYSTEMS–GENERAL REQUIREMENTS.(REV 8-7-06) (FA 8-15-06) (1-07)

SECTION 780INTELLIGENT TRANSPORTATION SYSTEMS

GENERAL REQUIREMENTS780-1 Description.

The provisions contained in this Section include general requirements for all intelligenttransportation system (ITS) devices and equipment used on Florida’s limited-access and non-limited-access corridors and in transportation management centers (TMCs).780-2 Equipment and Materials.

Use only ITS equipment and components that meet the requirements of thesespecifications, and which are listed on the Department’s Approved Product List (APL). Use onlynew equipment and materials, except as specified in the Contract Documents. Ensure thatfirmware and software furnished and installed as part of an ITS project are the most current andapproved releases or versions. Firmware and software updates released during Contractor andmanufacturer warranty periods shall be made available at no cost to the Department.

Meet the following requirements:General Requirements for the Installation and Evaluation of TrafficControl Signal Equipment and Materials ...................................Section 603Guaranties ...................................................................................Section 608Acceptance Procedures ...............................................................Section 611ITS Vehicle Detection and Data Collection................................Section 786

780-3 Not Applicable780-4 Not Applicable780-5 Not Applicable

Page 5 of 17

786 INTELLIGENT TRANSPORTATION SYSTEMS – VEHICLE DETECTION ANDDATA COLLECTION.(REV 4-1-08) (FA 4-3-08) (1-09)

SECTION 786VEHICLE DETECTION AND DATA COLLECTION

786-1 Vehicle Detection System.786-1.1 Description.Furnish a vehicle detection system that is capable of vehicle presence detection and

traffic data collection meeting the general requirements of 786-1 through 786-6 and the specificrequirements for the system as defined in 786-7. All components of the vehicle detection systemshall be fully compatible and operational with SunGuide central software.

786-1.2 Submittals:At the Department’s request, provide six copies of a submittal package for all equipment,

materials, test procedures, and routine maintenance procedures required for a Vehicle DetectionSystem for review and approval by FDOT District Seven. The submittal package shall includethe manufacturer’s specifications, catalog cuts, technical data, operational documentation,service and maintenance documentation, and all other materials required within these TechnicalSpecial Provisions. Provide submittal data that is bound, neat, legible and orderly. Neatlyorganize each package of submittal data and separate by hardware item. Use the FloridaStandard Index/ Transmittal form format for each pay item to document and list all material andcomponents that are included in the submittal package. Any submittal data submitted without atransmittal form or that is incomplete will be rejected.

As part of the submittal package, provide written certification from the VDS assemblymanufacturer identifying a duly authorized representative, trained and certified by themanufacturer. Documentation shall be provided on the manufacturer’s quality assurance andtesting procedures before the assembled equipment is delivered. Include the certification as partof the manufacturer’s warranty. No equipment is approved unless it is assembled and configuredby the manufacturer or the authorized representative named in the written certification.

At the Department’s request, provide one VDS detector with test cables andcommunications interface for the Department’s use for a period of up to 120 days for testingpurposes. Provide the unit to the Department or its assigned representative within 15 days of theDepartment’s request.

786-2 Materials.The Vendor shall furnish all materials with the most recently developed and approved

product versions that meet or exceed all applicable standards, specifications, and requirements.It is the Vendor’s responsibility to ensure that all required detection assembly features, functions,and performance measures specified herein are provided. All materials furnished shall be newproducts. The Vendor shall not use reconditioned equipment or system components. Thematerials, equipment, and components shall be commercial off-the shelf products.

786-2.1 Detector:Provide a vehicle detection system that can, at a minimum, produce vehicle presence,

volume, speed, and occupancy data for each detected lane. Provide a vehicle detection systemutilizing a vehicle detection system (VDS) that uses a Federal Communications Commission(FCC)-certified, low-power microwave radar beam to detect vehicle presence and generate

Page 6 of 17

volume, occupancy, and speed data as defined in 786-7, or provide a VDS utilizing amagnetometer vehicle sensor that communicates wirelessly with a communications interface anddetects vehicle presence and generates volume, occupancy, and speed data as defined in 786-7.

Provide one of the following detectors: 1. Wavetronix SS105 Microwave VehicleDetector, 2. Wavetronix SS125 Microwave Vehicle Detector, 3. EIS RTMS G4, 4. SensysNetworks VSN240/AP240 Wireless Vehicle Detection System.

786-2.2 Communications: Ensure that the vehicle detection system generates andtransmits traffic data either in serial format using an Electronic Industries Alliance (EIA)standard EIA-232 communication port or an Internet Protocol (IP) interface. Ensure that thevehicle detection system can generate contact closures emulating the output of a pair of 6-foot by6-foot loops with leading edges placed 16 feet apart, as detailed in Index No. 17900, TrafficMonitoring Site, of the Design Standards.

Verify that the detection system is IP addressable. Ensure that all devicecommunication addresses are user programmable.

Ensure that the detection system uses serial communication and supports Point-to-Point Protocol (PPP), Point to Multi-Point Protocol (PMPP) (i.e., polled protocols), and Ethernetprotocols. Ensure that the setup program assigns an IP address to the detection unit. If the VDSuses only Ethernet protocols, ensure that it is capable of utilizing any assigned IP address.Ensure that the vehicle detection system responds to a polling request from the TMC for trafficdata. Verify that the detection unit responds with the accumulated traffic parametermeasurements from the period since the last request was issued.

Verify that the detection system stores all system configuration and trafficparameter data within internal nonvolatile memory. Verify that traffic data can be locally andremotely transferred by issuing requests from a personal computer (PC) across thecommunication network connecting the detector and the TMC operator workstation or other PC.

786-2.3 Configuration and Management:Ensure that the vehicle detection system is provided with computer software that allows

an operator to program, operate, and read current status of all system features and functionsusing a laptop computer or remote TMC workstation. Furnish software that is compatible withthe Department’s SunGuideSM Software System. Ensure that any software-based applications donot interfere with SunGuideSM software when the two are installed and used together on a sharedhardware platform. Ensure that the software application provides PC desktop display of thedetection zones and control of any vehicle detector connected to the network.

Provide software licenses. Ensure that the detection system software offers an open APIand software development kit available to the Department at no cost for integration with thirdparty software and systems.

Ensure that an operator using a locally connected laptop computer can conduct systemsetup, calibration, diagnosis, and data retrieval operations. Ensure that the detection system iscapable of having its configuration data saved to a laptop computer or TMC operatorworkstation, which can later transfer the data back to the detection system for reloading.

Ensure that the detection system operator can use a laptop computer or TMC workstationto edit previously defined detection configurations to permit adjustments to the detection zone’ssize, placement and sensitivity, and to reprogram the detector’s parameters.

Ensure that the laptop computer and the detection system can communicate whenconnected directly by an EIA-232 cable. Ensure that the laptop computer and detection systemcan communicate across the ITS system’s communication network using the NTCIP standards

Page 7 of 17

described in this document. Ensure that the software allows communication between multipleusers and multiple field devices concurrently across the same communication network.

Once programmed, ensure that no periodic adjustments are required to the detectionzones unless physical roadway conditions change, such as lane shifts or closures.

786-2.4 Electrical Requirements:Ensure that the vehicle detection system field hardware meets the requirements in the

FCC’s 2005 Code of Federal Regulation (CFR), Title 47, Part 15. The detector shall not interferewith any known equipment.

Ensure the vehicle detection system operates using a nominal input voltage at the fieldcabinet of 120 volts of alternating current (VAC). Ensure that the system’s power supply willoperate with an input voltage ranging from 89 to 135 VAC. For any device requiring a sourceinput other than the standard 120 VAC, supply the appropriate means of conversion.

Furnish all equipment with the appropriate power and communication cables. Ensure thatthe cables comply with NEC sizing requirements as presented in NEC Article 210-19(a), FinePrint Note (FPN) No. 4, and meet all other applicable standards, specifications and local coderequirements.

Cut all wires to their proper length before assembly. Do not double back any wire to takeup slack. Neatly lace wires into cables with nylon lacing or plastic straps. Secure cables withclamps and provide service loops at all connections.

In the event that power to the vehicle detection system or a subcomponent thereof isinterrupted, ensure that the equipment automatically recovers after power is restored. Ensure thatall programmable system settings return to their previous configurations and the system resumesproper operation.

786-2.4.1 VDS Electrical:Ensure that the VDS operator is able to use 12 to 24 or 48 volts of direct current

(VDC) and 115 VAC at 60 Hz.786-2.4.2 Not Applicable786-2.4.3 Not Applicable

786-2.5 Environmental Requirements:Provide detection systems that meet all specifications during and after being subjected to

an ambient operating temperature range of -30 degrees (°) to 165° Fahrenheit (F) with amaximum noncondensing relative humidity as defined in the environmental requirements sectionof the NEMA TS 2 standard. The detectors shall not rely on temperature compensation circuitryto prevent abnormal operation. The VDS shall maintain accurate performance in all weatherconditions.

Verify that the detection system manufacturer certifies that its device has successfullycompleted environmental testing as defined in the NEMA TS 2 standard. Verify that vibrationand shock resistance meet the requirements of Sections 2.1.9 and 2.1.10, respectively, ofNEMA TS 2.

Ensure that no item, component, or subassembly emits a noise level exceeding the peaklevel of 55 decibels adjusted (dBa) when measured at a distance of 3.3 feet away from itssurface.

Ensure that system components comply with the environmental requirements detailed inthe NEMA TS 2 standard.

786-2.5.1 Detector Housing:

Page 8 of 17

Furnish and install an environmentally resistant and tamper-proof sensor enclosure for anydetector assembly exposed to the elements. Ensure that the enclosure is environmentally sealedupon installation and that it is light in color.

786-2.5.2 Wind Loads:Verify that the detection system, mounting hardware, and any related material that is exposed tothe environment can withstand sustained wind speeds as shown in the Plans Preparation Manual,Volume I, tables 29.1 and 29.2.

Ensure that enclosures are capable of withstanding wind loads as specified in thePlans Preparation Manual, Volume I, Section 29, and designed in accordance with the AASHTO1994 Standard Specifications for Structural Supports for Highway Signs, Luminaires and TrafficSignals (25-year reoccurrence).

786-3 Performance.786-3.1 Detection Accuracy:Provide a vehicle detection system capable of meeting the minimum total roadway

segment accuracy levels of 95% for volume, 90% for occupancy, and 90% for speed for alllanes, up to the maximum number of lanes that the device can monitor as specified by themanufacturer.

786-3.2 Calculation of Volume, Occupancy, and Speed Accuracy:To verify conformance with the accuracy requirements in this section, perform

evaluations by comparing sample data collected from the vehicle detection system with groundtruth data collected during the same time by human observation or by another method approvedby the Engineer. Base the vehicle detection system’s performance evaluation on sample datataken over several time periods under a variety of traffic conditions. Weight each data sample torepresent the predominant conditions over the course of a 24-hour period. Samples will consistof 15- and 30-minute data sets collected at various times of the day. Representative data periodsand their assigned weights are provided in Table 1.

Table 1 – Data Collection PeriodsPeriod Intended To Represent Duration Weight

Early morning (predawn) [EM] 12:30 AM – 6:30 AM 15 minutes 24

Dawn [DA] 6:30 AM – 7:00 AM 30 minutes 2

AM Peak [AMP] 7:00 AM – 8:00 AM 15 minutes 4

Late AM Off-Peak [LAOP] 8:00 AM – 12:00 Noon 15 minutes 16

Noon [NO] 12:00 Noon – 1:00 PM 15 minutes 4

Afternoon Off-Peak [AOP] 1:00 PM – 5:00 PM 15 minutes 16

PM Peak [PMP] 5:00 PM – 6:00 PM 15 minutes 4

Dusk [DU] 6:00 PM - 6:30 PM 30 minutes 2

Night [NI] 6:30 PM - 12:30 AM 15 minutes 24

Total Sum of Weights 96

Page 9 of 17

For instance, the sample gathered for the Late AM Off-Peak period is intended torepresent typical traffic conditions between 8:00 AM and 12:00 noon. Since the sample period’sduration is 15 minutes and the actual period of time represented is 4 hours, the multiplicationfactor or weight assigned is 16, the number of 15-minute intervals in a 4-hour period.

786-3.3 Calculation of Volume Accuracy:Compute volume accuracy as described in this subsection.Determine individual lane volume accuracy per period by calculating the percentage of

absolute difference of the total volume measured by the detection system and the true volumecomputed using the method the Engineer approves, divided by the true volume for the periodunder consideration.

In Equation 1, EM represents the early morning period. The variable i represents a lane ina roadway and could vary from 1,…, N, where N is the maximum number of lanes on theroadway segment. Substitute other lane numbers and periods as necessary to determine theaccuracy for each lane during each period (i.e., dawn, AM peak, late AM off-peak, etc.).

Variables used in the following calculations are identified as follows:VT = Total volumeVD = Vehicle detection data (in this case, count data)GT = Ground truth measurement utilizing a reliable method approved by the

EngineerVA = Volume accuracy

786-3.3.1 Equation 1 – Early Morning Lane Volume Accuracy Expressed inPercentage:

100xVT

VTVT100VA

i

ii

i

ln,GT,EM

ln,GT,EMln,VD,EM

ln,EM

where:

iln,EMVA = Volume accuracy for early morning traffic conditions in the i th lane.

iln,VD,EMVT = Total volume for the 15-minute early morning period using the

vehicle detector in the i th lane.

iln,GT,EMVT = Total volume for the 15-minute early morning period in the i th lane

using human observation or another method approved by the Engineer.The period volume accuracy will be the arithmetic mean of the lane volume

accuracy over all lanes.In Equation 2, EM represents the early morning period and N is the maximum

number of lanes in the roadway segment under test. Substitute other periods as necessary todetermine the accuracy for each period (i.e., dawn, AM peak, late AM off-peak, etc.).

786-3.3.2 Equation 2 – Early Morning Period Volume Accuracy Expressed inPercentage:

Page 10 of 17

N

VA

VA

N

iEM

EM

i

1ln,

where:

EMVA = Average volume accuracy for early morning traffic conditions for all

lanes on the roadway segment.

iln,EMVA = Volume accuracy for early morning traffic conditions in the i th lane.

Calculate the roadway segment accuracy over all periods using Equation 3.Calculate the volume accuracy using Equation 2 for each individual period, multiplied by itscorresponding weight, as shown in Table 1. Next, add the products for all periods and divide thesum by 96 to obtain the overall system accuracy.

786-3.3.3 Equation 3 – Total Roadway Segment Accuracy Expressed inPercentage:

where:VATotal = Volume accuracy for all lanes for all periods discussed in Table 1VAEM = Volume accuracy for early morning traffic conditionsVADA = Volume accuracy for dawn traffic conditionsVAAMP = Volume accuracy for AM peak traffic conditionsVALAOP = Volume accuracy for late AM off-peak traffic conditionsVANO = Volume accuracy for noon traffic conditionsVAAOP = Volume accuracy for afternoon off-peak traffic conditionsVAPMP = Volume accuracy for PM peak traffic conditionsVADU = Volume accuracy for dusk traffic conditionsVANI = Volume accuracy for night traffic conditions

Position the detector and configure the detection zones so that a vehicle isdetected when 70% or more of the vehicle width is inside a lane, and not detected when 15% orless of the vehicle width is in the lane. Use the detection zone configuration to minimize theoccurrence of a double count for the same vehicle, while ensuring that it will be counted at leastonce.

786-3.4 Calculation of Speed and Occupancy Accuracy:Calculate speed accuracy as discussed in this subsection. Calculate occupancy in a mannersimilar to the speed computation methodology described below.

The difference between the volume accuracy and speed accuracy computation is that thevolume of a particular lane can be aggregated over a period of time, while speed cannot. Forcomputing the accuracy of the detector speed measurement, the average speed readings obtainedfrom the detection system are compared to ground truth values on a particular roadway segment.

96

24xVA2xVA4xVA16xVA4xVA16xVA4xVA2xVA24xVAVA NIDUPMPAOPNOLAOPAMPDAEM

Total

Page 11 of 17

Equation 4 represents the ground truth average speed computation procedure for aparticular lane during a specific time period. Equation 5 represents the average speedcomputation procedure for a particular lane during a specific time period using data gatheredfrom the detection system.

In Equations 4 and 5, the time period described is the early morning period, representedby EM, and the variable k represents a vehicle traveling on the roadway and could vary from1,…, K, where K is the maximum number of vehicles in lane i during the time period underconsideration. The variable i represents a lane in a roadway and could vary from 1,…, N, whereN is the maximum number of lanes on the roadway segment. Substitute other lanes and periodsas necessary and compute the accuracy for each lane for all time periods.

Variables used in the following calculations are identified as follows:SA = Speed accuracyS = Speed of an individual vehicleveh = Vehicle

786-3.4.1 Equation 4 – Early Morning Average Ground Truth VehicleSpeed:

K

kvehGTEMGTEMAvg kii

SK

S1

,ln,,ln,,,

1

Where:

iln,GT,EM,AvgSA represents the average ground truth vehicle speed for the i th

lane during the early morning period.

ki veh,ln,GT,EMS represents the true speed for the k th vehicle in the I th lane

during the early morning period using human observation or another method approved by theEngineer.

786-3.4.2 Equation 5 – Early Morning Average Vehicle Detector SpeedMeasurement:

K

1kveh,ln,VD,EMln,VD,EM,Avg kii

SK

1S

where:

iln,VD,EM,AvgS represents the average speed recorded by the vehicle detector

for the ith lane during the early morning period.

ki veh,ln,VD,EMS represents the speed for the k th vehicle in the I th lane during

the early morning period using the vehicle detector.The lane speed period accuracy is computed as a percentage of the absolute

difference of the average lane speed calculated using detection system data and the average lane

Page 12 of 17

true speed calculated in Equation 4 (or using another method approved by the Engineer), dividedby average ground truth lane speed for the period.

In Equation 6, EM represents the early morning period. The variable i represents alane on a roadway and could vary from 1,…,N, where N is the maximum number of lanes on theroadway segment. Substitute other lanes as necessary to determine the accuracy for each period(i.e., dawn, AM peak, late AM off-peak, etc.).

786-3.4.3 Equation 6 – Early Morning Lane Speed Accuracy Expressed inPercentage:

100S

SS100SA

i

ii

i

ln,GT,EM,Avg

ln,GT,EM,Avgln,VD,EM,Avg

ln,EM,Avg

where:

iln,EM,AvgSA represents the average speed accuracy during early morning

traffic conditions for all vehicles that traveled in lane i of the roadway segment.The period speed accuracy will be the arithmetic mean of the lane speed accuracy,

computed using Equation 6, over all lanes.In Equation 7, EM represents the early morning period. The variable i represents a

lane on a roadway and could vary from 1,…, N, where N is the maximum number of lanes on theroadway segment. Substitute data as necessary to determine the accuracy for each period (i.e.,dawn, AM peak, late AM off-peak, etc.).

786-3.4.4 Equation 7 – Early Morning Speed Accuracy Expressed inPercentage:

N

SA

SA

N

1iln,EM,Avg

EM

i

where:

EMSA represents the average speed accuracy during early morning traffic

conditions for all lanes on the roadway segment.Calculate the roadway segment accuracy over all periods using the following

equation. This equation is a weighted average to account for variations in each of the sampledetection periods over the course of a 24-hour period. First, calculate the speed accuracy for eachindividual period using Equation 7. Next, multiply the individual period by its correspondingweight as shown in Table 1. Add the products for all periods and divide the sum by 96 to obtainthe overall system accuracy.

786-3.4.5 Equation 8 – Total Roadway Segment AccuracyExpressed in Percentage:

96

]2424164164224[ xSAxSAxSAxSAxSAxSAxSAxSAxSASA NIDUPMPAOPNOLAOPAMPDAEM

Total

Page 13 of 17

where:SATotal = Speed accuracy for all lanes for all periods discussed in Table 1SAEM = Speed accuracy for early morning traffic conditionsSADA = Speed accuracy for dawn traffic conditionsSAAMP = Speed accuracy for AM peak traffic conditionsSALAOP = Speed accuracy for late AM off-peak traffic conditionsSANO = Speed accuracy for noon traffic conditionsSAAOP = Speed accuracy for afternoon off-peak traffic conditionsSAPMP = Speed accuracy for PM peak traffic conditionsSADU = Speed accuracy for dusk traffic conditionsSANI = Speed accuracy for night traffic conditions

786-4 Not Applicable

786-5 Not Applicable

786-6 System Acceptance Criteria.Acceptance testing consists of VDS assembly bench testing and field installation and

accuracy testing. After successfully completing the field installation and accuracy testing, theVDS assembly material will be accepted and initiation of the 5-year warranty period shall begin.

The Engineer will perform the bench and field testing for all equipment, hardware andvendor services provided under this Contract, including each VDS assembly, and relatedmaterials provided by the vendor. The Vendor shall support the Engineer’s testing of the VDS.

The vendor shall develop detailed and thorough test procedures with full test plandescriptions, test and measurement equipment listings, and blank test results data sheets that willbe used by the Engineer to conduct of the testing. As part of the submittal data requirements,submit these test plans to the Engineer for approval. The submitted test plans shall be subject toreview, modification and approval by the Engineer. Only Engineer approved test plans shall beused to accept any VDS assembly provided under this contract. The vendor shall provide allnecessary testing software for the testing performed under this contract. The vendor is requiredto make all acceptance-testing plans a detailed and thorough procedure for the bench and fieldtests.

The test procedures shall include step-by-step test elements that demonstrate that eachfunction and performance characteristic described in the technical specification included withinthis document are met by the VDS assembly provided by the vendor under this contract.

Each VDS assembly will be bench tested by the Engineer before installation. The benchtest shall be performed in accordance with the procedures submitted by the vendor andsubsequently approved by the Engineer. The bench test is required to demonstrate that theassembly is complete, configured properly, and performs within specification tolerances. Anyassembly that does not successfully complete the bench test shall be rejected and returned to thevendor for repair or replacement. Any VDS assembly that is bench test rejected more than onceshall not be resubmitted for bench testing and will be returned to the vendor for replacementonly.

Each VDS assembly will be field tested for accuracy after contractor installation andvendor calibration. This testing is necessary to verify the accuracy of the VDS assembly as

Page 14 of 17

required in these technical special provisions. The assembly will be tested with vendor providedEIA-232 test cables.

The detector’s accuracy shall be a minimum of 95 percent for volume and occupancy,and 90 percent for speed measurements measured over a minimum two minute test period. Thisrequirement shall be the standard for each lane of traffic measured. Speed measurements shallbe compared to a calibrated radar gun provided by the vendor.

A minimum of 200 vehicles shall be polled for accuracy of the VDS. This may requiremeasurements greater than two minutes. Any assembly that does not successfully complete thefield installation accuracy test shall be rejected and returned to the vendor for repair, adjustmentor replacement and retested. The installation contractor shall be available for slight VDS fieldadjustments. Any VDS assembly that is field test rejected more than once, or with a combinationrejection of both bench and field, shall not be resubmitted for testing and will be returned to thevendor for replacement only.

The field installation test shall be performed in accordance with the procedures submittedby the vendor and subsequently approved by the Engineer.

786-7 Vehicle Detection System.786-7.1 Description:Furnish a vehicle detection system (VDS) as specified herein.786-7.2 Materials:

Ensure that the VDS is a true-presence microwave radar that uses the frequency modulatedcontinuous wave (FMCW) principle, or ensure that the VDS is a wireless magnetometer thatemulates a loop detector. Ensure that the microwave detector transmits a low-power, frequencymodulated microwave signal in a fixed beam and ensure that any nonbackground targets reflectthe signal back to the microwave radar detector, where the targets are detected and their rangemeasured, or ensure that the magnetometer detector emulates a loop detector that must detectvehicles within a 6 foot by 6 foot area.

Provide a VDS assembly that consists of microwave radar sensor(s) in enclosedhousing(s) (i.e., the detectors). The detector shall be enclosed in a NEMA 4X polycarbonatebox, and verify that the electrical connection is located on the bottom of the box. Provide ahousing that can be pole- or wall-mounted. Provide an installation kit with mounting brackets;home run cable for the transmission and receipt of data and communications between the fielddetector and the communication system hardware; and all required power and data cables. Themouting hardware shall enable mounting to various types of poles, sign structures, and walls.Supply a universal mounting bracket that is adjustable on two axes for optimum alignment. Themounting brackets shall be attached with approved stainless steel bands that are 0.75 inches wideand 0.025 inches thick or approved equivalent. Coordinate with the Engineer to determine themounting required for each installation. The detectors shall be mounted to existing and proposedstructures installed by others, or

Provide a VDS assembly that consists of an in-ground battery operated magnetometerthat communicates wirelessly with a nearby pole or cabinet mounted access point. Themagnetometer shall be enclosed in a NEMA 6P rated enclosure with an internal battery packrated for 10 years. The unit shall mount within a 6” diameter hole that is less than 2.5 inchesdeep and is covered with a quick setting epoxy compound. The access point shall be enclosedwithin a NEMA 4X enclosure that meets IP67. It shall be provided with a mounting kit to allowmounting to a pole or any vertical surface.

Page 15 of 17

Ensure that the home run cable is a polyurethane-jacketed cable approved by theEngineer, with polyvinyl chloride (PVC) insulated conductors. The home run cable shall have a300-volt rating and a temperature rating of 200° F. Ensure that the cable is equipped with #20 or#22 American Wire Gauge (AWG) conductors. Coordinate with the Engineer for the length ofcable required for each installation.

786-7.2.1 VDS Detector:Furnish a microwave vehicle detector that determines vehicle presence by the return or reflectionof radar output waves, and that upon this return the VDS generates data and/or a contact closuresignal that corresponds to vehicle presence, or provide a magnetometer and access point thatdetermines vehicle presence by the variation of the earth’s magnetic field and that generates dataand/or a contact closure signal that corresponds to vehicle presence.

Ensure that the contact pairs are able to connect directly to the traffic controllers.Ensure that the detector accumulates and transmits short-term statistical data on each zone usinga serial communication port or an IP connection. Ensure that the VDS is capable of logging andstoring traffic data for all programmed detection zones for a minimum of 7 days in 10-seconddata intervals.

Provide an interface to external equipment with a single connector. Ensure thatthe connector provides power to the unit and allows generation of contact closure output pairs forinterface with traffic controller inputs. Ensure that the connector includes serial communicationlines for programming, testing, and interfacing with the modem at a minimum 9,600-baud rateand that it has at least 26 pins. Ensure that the serial port’s data format is standard binary non-return to zero (NRZ) modulation with 8-bit data, 1-stop bit, and no parity.

Provide a VDS that is suitable for detecting vehicles when installed on the side ofthe road (i.e., side-fire configuration) with a 200-foot range, and a viewing angle which is aminimum of 40 degrees vertical and a maximum of 15 degrees horizontal with all detectionzones contained within the specified elevation angle according to the manufacturer’srecommendations while capable of fully detecting all vehicles in a maximum of eight lanes, orprovide a magnetometer that can be buried within a lane and that wirelessly transmits vehicledetection data to an access point. The access point shall support at least 48 sensors. Ensure thatthe configuration also provides accurate collection of all data types as detailed in thisspecification.

Provide a detector that is capable of resolving closely spaced vehicles. Ensure thatthe VDS setup program enables the operator to select whether data is output as contact closuresemulating standard loop detector outputs, and/or as accumulated statistical data using detectorserial ports. Verify that the sensor holds a vehicle’s presence in the specified detection zone untilthe vehicle is clear of the zone. Ensure that the sensor does not tune out stationary vehicleswithin a detection zone and thereby give a false clear status to the lane, even if a vehicle hasstopped for a period exceeding 30 minutes.

Provide an assembly manufactured in such a way as to prevent reversed orimproper installation. Ensure that the VDS design provides high-voltage exposure protection topersonnel during equipment operation, adjustments, and maintenance.

Ensure that the VDS provides speed-trap emulation and has the ability toautomatically detect sensor settings, baud rates, loop spacing, and communication port settings toselect an operational mode.

The detector shall be factory calibrated to comply with all applicable standards,specifications, and requirements. Ensure that the detector does not require further adjustment

Page 16 of 17

after initial setup, and that no periodic calibration is required. Ensure that the detector has theability to self-tune and allow manual calibration via supplied vendor software. Ensure that theVDS is capable of autocalibration and autoconfiguration, and that it does not transmit any signalsoutside its FCC-approved frequency. Verify that the unit is not adversely affected by variedweather conditions, such as rain, fog, heat, or wind.

Provide the VDS control software with an unrestricted, non-cancelable userlicense for the Engineer’s use at any location. The software shall be installed on the Engineer’slaptops for all applicable testing and maintenance. Furnish six copies of the software, licenseand appropriate RS-232 test cable.

Ensure that the VDS can compute, store, and provide all required trafficparameter measurements per detection zone in user-selected time intervals from 0 to 60 minutes,including, but not limited to, 10 seconds, 20 seconds, 30 seconds, 60 seconds, 5 minutes, 10minutes, 15 minutes, 30 minutes, and 60 minutes. The VDS shall log and store vehicle volume,occupancy, and speed data for a minimum of seven days regardless of collection interval. Datastorage within the VDS shall utilize a first in/first out architecture such that the oldest stored datarecord is overwritten with the newest data record when the storage device is at full capacity.

786-7.3 Installation of VDS:The VDS units will be installed under a separate contract. The vendor shall be

responsible for testing and installation support as well as site specific calibration. Theinstallation support shall include a vendor survey of the locations for each VDS installation (tobe provided by the Engineer). This survey shall identify any potential problems beforecontractor installation. Submit the report to the Engineer for approval.

Provide a vendor support contact name and phone number to the Engineer. This contactshall be manufacturer certified to assist in testing and installation of the VDS assembly.

The vendor shall physically configure all VDS detectors at each specific project sitelocation upon the complete installation by the installation contractor. The installation contractorwill assist the vendor with any physical adjustments needed for proper operation. Installationtesting performed by the Engineer and supported by the vendor shall not start until all detectorshave been properly configured at each project site location.

786-8 Not Applicable786-9 Not Applicable786-10 Not Applicable786-11 Warranty and Support Provisions.

Provide on-going support for a minimum of 5 years from the date of field installationacceptance.

Ensure that the Detector, including, but not limited to, the detection sensor, thenetwork interface devices, communications hardware, batteries, miscellaneous components, andall required cables, have a manufacturer’s warranty covering defects in assembly, fabrication andmaterials of five years from the date of final acceptance by the Engineer in accordance with 5-11of all work to be performed under the Contract. The warranty shall include the cost for all labor,parts, repair, handling, insurance and shipping to and from the Department or its assignedrepresentative for such defective parts.

If the manufacturers’ warranties for the detection systems and components are for longerperiods, then those longer period warranties will apply.

Replace any detection system part or equipment found to be defective during the

Page 17 of 17

warranty period at no cost to the Department within 10 calendar days of notification by theDepartment or its assigned representative.

Ensure that the manufacturer’s warranty is fully transferable from the Contractor to theDepartment. Transfer warranties to the Florida Department of Transportation at final acceptanceof the equipment by the Engineer.

786-12 Method of Measurement.The detection system shall be measured for payment in accordance with the following

tasks.786-12.1 Not Applicable786-12.2 Furnish: The Contract unit price for a VDS, furnished, will include providing

all equipment specified in the Contract Documents, plus all shipping and handling costs involvedin delivery as specified in the Contract Documents.

VDS are measured for payment by the number actually furnished, complete, functional,and accepted. Unless otherwise specified in the procurement order, furnish the followingminimum items for each VDS:

• Microwave detector and mounting hardware, or in-groundmagnetometers as specified with access point and mountinghardware.

• Composite cable terminated at one end with the connectorssupplied by the manufacturer. Lengths of up to 350 ft. shall beprovided as part of each VDS and as specified in the procurementpurchase order. Any cable lengths exceeding 350 ft. will be paidfor separately under the Additional Cable Length item.

• Cabinet shelf/panel with communications interface, surgesuppression, etc.

• VDS software and associated licenses.The following items are incidental to furnishing VDS:

• Shipping and Delivery,• Documentation,• Training,• Installation, Operations & Maintenance Manuals,• Testing, and• Warranties.

If the required composite cable length exceeds 350 ft. for a detector, theadditional cable length required will be measured per the additional cost per 1 ft. of cable.

786-12.3 Not Applicable786-13 Basis of Payment.

Price and payment will be full compensation for all work specified in this Section.Payment will be made under:

Item No. 786-Dx Microwave Vehicle Detection System (MVDS) – EA.Item No. 786-Mx Magnetic Traffic Detection System (MTDS) – EA.Item No. 786-Cx Additional Cable Per Foot – LF.

Page 1 of 6

Attachment B

Procurement Technical Special Provisions

TBSG Freeway Management System

Managed Field Gigabit Ethernet Switches

Florida Department of Transportation

District Seven

11201 N. McKinley Drive

Tampa, FL 33612

Page 2 of 6

SECTION D7108INTELLIGENT TRANSPORTATION SYSTEMS

MANAGED FIELD GIGABIT ETHERNET SWITCH

D7108-1 General Requirements:Ensure that the ITS network administrator will be able to remotely manage each

Managed Field Gigabit Ethernet Switch (MFGES) individually or as a group/cluster for switchconfiguration, performance monitoring, and troubleshooting.

Ensure that the furnished MFGES is fully compatible and interoperable with the currentDistrict Seven ITS trunk Ethernet network, and that the MFGES supports half and full duplexEthernet communications. The MFGES shall feature non-blocking on all ports, and the full-duplex operation shall have no collisions. The MFGES shall have non-blocking, store, andforward switching.

Furnish an MFGES that provides 99.999% error-free operation, and that complies withthe Electronic Industries Alliance (EIA) Ethernet data communication requirements using single-mode fiber optic transmission medium and Category 5E or Category 6 copper transmissionmedium. Provide a switched Ethernet connection for each remote ITS field device. Ensure thatthe MFGES has a minimum mean time between failures (MTBF) of 10 years, or 87,600 hours, ascalculated using the Bellcore/Telcordia SR-332 standard for reliability prediction.

The Ethernet network shall be comprised of an environmentally hardened Ethernetswitching hub (i.e. Ethernet switch), herein referred to as a ‘switch’, compliant with IEEE 802.3(10Mbps), IEEE 802.3u (100Mbps), IEEE 802.3z (1000BaseLX), and IEEE 802.1ab(1000BaseTX).

D7108-1.2 Submittals:At the Department’s request, provide two copies of a submittal package for the MFGES

for review and approval by FDOT District Seven. The submittal package shall include themanufacturer’s specifications, catalog cuts, technical data, operational documentation, serviceand maintenance documentation, installation procedures, and all other materials required withinthis specification. Provide submittal data that is bound, neat, legible, and orderly.

At the Department’s request, provide two of each device listed in Group D for theDepartment’s testing for a period of up to 120 days for testing purposes. Provide these items tothe Department or its assigned representative within 15 days of the Department’s request.

D7108-2 Operating Environment:The switch shall be capable of operating properly over an ambient temperature range of -

40°C to +85°C without the use of internal or external cooling fans in accordance with IEC60068-2-1 and 60068-2-2. The switch shall be capable of operating properly in relative humidityconditions of 95% non-condensing at 55°C in accordance with IEC 60068-2-30. The switch shallmeet the requirements for Hazardous Location Certification: Class 1 div 2. The switch shall meetthe environmental requirements of traffic control equipment in accordance with NEMA TS 2(1998), Section 2: Environmental Requirements. Specifically NEMA TS 2 1998 (Section 2.2.8)

Page 3 of 6

a. Vibration in each of the 3 mutually perpendicular planes.b. Vibration frequency sweep of 5 to 30 Hz.c. Vibration strength = 0.5gd. Duration = 3 hours, 1 hour at each plane

The manufacturer shall provide evidence of independent testing verifying thatperformance. In general, the switch shall comply with the environmental requirements outlinedin Environmental Requirements – Table 1. The switch shall be capable of operating properlywhen exposed to radiated electric fields of up to 10V/m continuously and magnetic fields of upto 40A/m continuously. In general, the switch shall comply with the EMI Immunity requirementsgiven in IEC 61850-3 and IEEE P1613 (draft standard).

D7108-3 Port Requirements:Switch shall have a minimum of 16 ports 10/100 Base-T. MFGES switch shall have the

capability of supporting to 4 ports 100Base-FX (100 Mbps) full duplex fiber optic or up to up to4-1000Base Gigabit ports or a combination of up to 2 Gigabit ports plus 2 100FX ports. The100Base-FX (100Mbps) ports shall be capable of supporting single mode communications at1310 nm with distance of 40km. The 1000Base Gigabit ports shall be capable of supportingSingle Mode fiber at 1310 nm or Single Mode at 1550nm supporting distances of up to 70km, orsupporting 10/100/1000 Tx RJ-45 copper Ethernet.

10/100/1000 Fast-T RJ45 ports:• RJ45 connectors• IEEE 802.3ab – 1000BaseTX support.• Cable type: Category 5, unshielded twisted pair (CAT 5 UTP).• IEEE 802.z• Segment Length: 100m• Auto-negotiation support (10/100Mbps).• Auto MDIX crossover capability.• Full Duplex operation (IEEE 802.3x).• TVS (Transient voltage suppression) between Line +/-, Line +/-ground, to protect

the circuitry.

10/100BaseTX ports:• RJ45 connectors• Cable type: Category 5, unshielded twisted pair (CAT 5 UTP).• Segment Length: 100m• Auto-negotiation support (10/100Mbps).• Auto MDIX crossover capability.• Auto MDIX crossover capability.• Full Duplex operation (IEEE 802.3x)• TVS (Transient voltage suppression) between Line +/-, Line +/-ground, to protect

the circuitry.

100BaseFX fiber optical ports:• LC, SC, ST Connectors (single-mode).

Page 4 of 6

• Optical Characteristics: 1310 nm single-mode for minimum distances of 20kmand 50km.

• Supports Fiber Type: 8/125 um or 9/125 um single-mode fiber.• Optical Budget single-mode fiber: minimum 14 dB @ 1310 n.• Full Duplex operation (IEEE 802.3x).

1000BaseFX fiber optical ports:• LC, SC, ST Connectors (single-mode).• Optical Characteristics: 1310 nm single-mode for distances of 10km and 25km.• Optical characteristics of 1550nm single-mode for distance of 40km and 70km.• Supports Fiber Type: 8/125 um or 9/125 um single-mode fiber.• Optical Budget single-mode fiber: minimum 17 dB @ 1310 nm, 21 dB @ 1550

nm.• Full Duplex operation (IEEE 802.3x).

D7108-4 Networking Requirements:The switch shall support automatic address learning of up to 8192 MAC addresses. Theswitch shall support the following advanced layer 2 functions:• IEEE 802.1Q VLAN, with support for up to 4096 VLANs.• IEEE 802.1p priority queuing.• IEEE 802.1w rapid spanning tree or IEEE802.1d 2004• IEEE802.1Q-2005 MSTP (formerly 802.1s)• IEEE 802.1ad – Link aggregation• IEEE802.1Q-2005 MSTP (formerly 802.1s)• IEEE 802.3x flow control• IGMPv2 with 256 IGMP groups• DHCP Option 82• Port Rate Limiting• Forwarding/filtering rate shall be 14,880 packets per second (PPS) for 10Mps,

148,800 for 100Mps, 1,488,000 for 1000Mps.

D7108-5 Network Management Functionality Requirements:The switch shall provide the following network management functions:• SNMPv2, SNMPv3• RMON• GVRP• Port Mirroring• 802.1x port security• SSL – Secure Socket Layer• SSH – Secure Shell• TFTP• Network Time Protocol (NTP)• Support for IEEE 1588 (without hardware assist). Master and Slave clock modes• Simple Network Time Protocol (SNTP)• Management via Telnet or Web

Page 5 of 6

• Cable diagnostics (test-mode).

D7108-6 Power Supply Requirements:The switch shall be supplied with provisions for operation at the following power supply

inputs; 85 VAC to 264VAC(50/60Hz)/88VDC 300VDC auto sensing. The switch shall supportoptional dual redundant, load sharing power supplies. The power supply shall be internal to theswitch.

Power supply shall have two stage isolation accomplished via two transformers whichstep down from primary AC/DC to VDC. A power cord of not less than 5 feet in length shall besupplied as well. The switch shall require no more than 40W of power.

Ensure that the MFGES has diagnostic light emitting diodes (LEDs), including link, TX,RX, speed (for Category 5E ports only), and power LEDs.

D7108-7 Mounting Requirements:Each MFGES shall have a non-corrosive metal enclosure and shall be rack mountable in

a standard 19” EIA rack. The switch shall require no more than 1RU of rack space.

D7108-8 Warranty and Support Provisions:Provide on-going 7x24 phone support for a minimum of 5 years from the date of field

installation acceptance.Ensure that the MFGES, including, but not limited to, the switch, the network interface

ports and/or optics, power supplies, batteries, and miscellaneous components, have amanufacturer’s warranty covering defects in assembly, fabrication and materials of five yearsfrom the date of final acceptance by the Engineer in accordance with 5-11 of all work to beperformed under the Contract. The warranty shall include the cost for all labor, parts, repair,handling, insurance and shipping to and from the Department or its assigned representative forsuch defective parts.

If the manufacturers’ warranties for the MFGES systems and components are for longerperiods, then those longer period warranties will apply.

Replace any system part or equipment found to be defective during the warranty period atno cost to the Department within 10 calendar days of notification by the Department or itsassigned representative.

Ensure that the manufacturer’s warranty is fully transferable from the Contractor to theDepartment. Transfer warranties to the Florida Department of Transportation at final acceptanceof the equipment by the Engineer.

D7108-9 Environmental Requirements:Ensure that the MFGES performs all of the required functions during and after

being subjected to an ambient operating temperature range of -30 degrees (°) to 165° Fahrenheit(F) [-34° to 74° Celsius (C)] as defined in the environmental requirements section of the NEMATS 2 standard, with a noncondensing humidity of 0 to 95%. The MFGES shall meet thesetemperature requirements without the use of fans.

Verify that the MFGES manufacturer certifies their device has successfully completedenvironmental testing as defined in the environmental requirements section of the NEMA TS 2standard. Verify that vibration and shock resistance meet the requirements of Sections 2.1.9 and

Page 6 of 6

2.1.10, respectively, of the NEMA TS 2 standard. The MFGES shall comply with the OperatingVoltage, Operating Frequency, Power Interruption, and Power Service Transients requirementsoutlined in the NEMA TS 2 standard.

Ensure that the MFGES is protected from rain, dust, corrosive elements, and typicalconditions found in a roadside environment.

D7108-10 Safety Requirements / Agency Approvals:The switch shall comply with the following electrical safety requirements or equivalents:

UL60950 or CSA C22.2 No. 60950 (safety requirements for IT equipment). The switch shallalso have CE (Europe) qualification. The switch shall also comply with FCC Part15 Class A forEMI emissions.

D7108-11 Measurement:The MFGES shall be measured for payment in accordance with the following tasks.

D7108-11.1 Furnish:The Contract unit price for a MFGES, furnished, will include providing all equipment

specified in the Contract Documents, plus all shipping and handling costs involved in delivery asspecified in the Contract Documents.

MFGES are measured for payment by the number actually furnished, complete,functional, and accepted. Unless otherwise specified in the procurement order, furnish thefollowing minimum items for each MFGES:

• Switch, power supplies, power cords, and mounting hardware.• Management software and associated licenses.

The following items are incidental to furnishing MFGES:• Shipping and Delivery,• Documentation,• Training,• Installation, Operations & Maintenance Manuals,• Testing, and• Warranties

D7108-12 Payment:Price and payment will be full compensation for all work specified in this Section.

Payment will be made under Exhibit D Group D:Item No. D7108-Ex Managed Field Gigabit Ethernet Switch (MFGES) – EA.Item No. D7108-Px Module, minimum 2 ports as specified in Group D – EA.

Page 1 of 5

Attachment C

Procurement Technical Special Provisions

TBSG Freeway Management System

Power Generation Systems

Florida Department of Transportation

District Seven

11201 N. McKinley Drive

Tampa, FL 33612

Page 2 of 5

SECTION D7208INTELLIGENT TRANSPORTATION SYSTEMS

POWER GENERATION SYSTEMS

D7208-1 General:Sections 702.5 and 702.6 of the National Electrical Code govern the selection and

use of standby power systems and provide requirements for transfer equipment. Anyquestion of a possible conflict between the NEC and this document shall be submitted tothe engineer for resolution.

D7208-1.2 Submittals:At the Department’s request, provide four copies of a submittal package for the

proposed power generation systems (PGS) for review and approval by FDOT DistrictSeven. The submittal package shall include the manufacturer’s specifications, catalogcuts, technical data, operational documentation, service and maintenance documentation,installation procedures, and all other materials required within this specification. Providesubmittal data that is bound, neat, legible, and orderly.

At the Department’s request, provide local access within 25 miles of Tampa toeach PGS listed for the Department’s use for a period of up to 15 days for testingpurposes. Provide these items to the Department or its assigned representative within 15days of the Department’s request.

D7208-2 Definitions:

D7208-2.1 Portable Generator:A portable generator shall be one meeting the requirements of section 2 of this

document, being intended to be easily moved site to site by 2 personnel using a standardvehicle without any lifting equipment. These generators are intended for providingemergency power to cabinets with requirements of 30amps.

D7208-2.2 Mobile Generator:A mobile generator shall be one meeting the requirements of section 3 of this

document, being intended to be trailer mounted and moved site to site by 1 person and astandard vehicle equipped for towing. These generators are intended for providing powerto cabinets with a requirement for 50amps.

D7208-2.3 Stationary Generator:A Stationary generator shall be one meeting the requirements of section 4 of this

document, being intended to be permanently located at a hub. These generators areintended for providing power to hub buildings with a requirement for 100-150amps.

D7208-3 Portable Generator:Sections 702.5 and 702.6 of the National Electrical Code govern the selection and

use of standby power systems and provide requirements for transfer equipment. Atminimum, use a 120V, 60 Hz, 5kW generator, with inverter.

Page 3 of 5

Unit shall provide 5kW of standby power and a minimum of 4kW of prime(continuous) power at 120V, single phase, 60 Hz, with 6% voltage and frequencyaccuracy (+ 3%).

Generator shall at a minimum provide 2ea 20amp outlets (5-20R) and 1ea 30amptwist lock outlet (L14-30R)

Generator shall be industrial rated and have a minimum of 2 years warranty.Generator shall operate on diesel fuel with a manual choke, mechanical governor,

automatic voltage regulator and meet emissions for EPA/CARB. Dual and tri-fuelsystems may be utilized so long as diesel is primary fuel source.

Generator shall be able to operate continuously at 50% load for 24 hours withoutrefueling. The use of a separate day tank may be used to meet this requirement. If a daytank is used, a 25’ fuel line shall be provided.

Total dry weight of generator shall not exceed 200 lbs including batteries andother attached items. The day tank if used is not included in this weight unless attached tothe generator.

Generator will be mounted on an open construction, roll cage platform andoperation under full load shall not exceed a noise level of 80 db as measured at 25 feet.

Generator shall have both manual and electric start options

D7208-3.1 Portable Generator Cable and Adapters:For transfer switch operations, use the power cord that meets or exceeds the

requirement of transfer switch. The amperage of the conductors and twist-lock connectorsfrom the generator terminals to the disconnect switch shall match or exceed the outputrating on the generator’s over current protection. Power cable shall be 50’ in length with10 gauge or larger conductors.

An adapter shall be provided which can convert the transfer switch side of thepower cable from 30amp twist lock to 50amp twist lock (L14-30R to L14-50P).

D7208-4 Mobile Generator:Sections 702.5 and 702.6 of the National Electrical Code govern the selection and

use of standby power systems and provide requirements for transfer equipment. Atminimum, use a 120V, 60 Hz, 15kW generator, with inverter.

Unit shall provide 15kW of standby power and a minimum of 13kW of prime(continuous) power at 120V, single phase, 60 Hz, with 3% voltage accuracy (+ 1.5%) andfrequency accuracy of 6% (+ 3%). Main circuit breaker size shall be 50amps

Generator shall be industrial rated, liquid cooled, operate at 1800 RPM and have aminimum of 2 years warranty.

Generator shall at a minimum provide 2ea 20amp outlets (5-20R), 1ea 30amptwist lock outlet (L14-30R) and 1ea 50amp outlet (L14-50R).

Generator shall operate on diesel fuel with a manual choke, mechanical governor,automatic voltage regulator and meet emissions for EPA/CARB. Dual and tri-fuelsystems may be utilized so long as diesel is primary fuel source.

Generator shall be able to operate continuously at 50% load for 24 hours withoutrefueling. The use of a separate day tank may be used to meet this requirement. If a daytank is used, it must be securely mounted to the trailer by an approved method.

Page 4 of 5

Generator shall be housed in a NEMA type 4 or better enclosure and operationunder full load shall not exceed a noise level of 80 db as measured at 25 feet.

Generator shall be electric start.

D7208-4.1 Mobile Generator Cable and Adapters:For transfer switch operations, use the power cord that meets or exceeds the

requirement of transfer switch. The amperage of the conductors and twist-lock connectorsfrom the generator terminals to the disconnect switch shall match or exceed the outputrating on the generator’s over current protection.

Power cables shall be 50’ in length with 10 gauge or larger conductors. Cablesshall be provided in the following sizes and quantities: 1ea 30amp with L14-30P to L14-30R, 1ea 50amp with L14-50P to L14-50R.

D7208-5 Stationary Generator:Sections 702.5 and 702.6 of the National Electrical Code govern the selection and

use of standby power systems and provide requirements for transfer equipment. Atminimum, use a 120V, 60 Hz, 25kW generator with inverter.

Unit shall provide 25kW of standby power and a minimum of 20kW of prime(continuous) power at 120V, single phase, 60 Hz, with 1% voltage accuracy (+ .5%) andfrequency accuracy of 3% (+ 3%). Main circuit breaker size shall be 150amps.

Generator shall be a direct connect, hard wire application with no outlets providedat the enclosure.

Generator shall be industrial rated, liquid cooled, operate at 1800 RPM and have aminimum of 2 years warranty.

Generator shall operate on diesel fuel with a manual choke, mechanical governor,automatic voltage regulator and meet emissions for EPA/CARB. Dual and tri-fuelsystems may be utilized so long as diesel is primary fuel source.

Generator shall be able to operate continuously at 50% load for 24 hours withoutrefueling. The use of a separate day tank may be used to meet this requirement. If a daytank is used, it must be securely mounted to the trailer by an approved method.

Generator shall be housed in a NEMA type 4 or better enclosure and operationunder full load shall not exceed a noise level of 80 db as measured at 25 feet.

Generator shall be electric start.

D7208-5.1 Stationary Generator Cable and Adapters:For transfer switch operations, use the power cord that meets or exceeds the

requirement of transfer switch. The amperage of the conductors and twist-lock connectorsfrom the generator terminals to the disconnect switch shall match or exceed the outputrating on the generator’s over current protection.

Power cables shall be provided in 25’ lengths.

D7208-6 Warranty and Support Provisions:Provide on-going support for a minimum of 5 years from the date of field

installation acceptance.Ensure that the PGS, including, but not limited to, the generator, trailer and/or

housing, batteries, and miscellaneous components, have a manufacturer’s warranty

Page 5 of 5

covering defects in assembly, fabrication and materials of five years from the date offinal acceptance by the Engineer. The warranty shall include the cost for all labor, parts,repair, handling, insurance and shipping to and from the Department or its assignedrepresentative for such defective parts.

If the manufacturers’ warranties for the PGS systems and components are forlonger periods, then those longer period warranties will apply.

Replace any system part or equipment found to be defective during the warrantyperiod at no cost to the Department within 10 calendar days of notification by theDepartment or its assigned representative.

Ensure that the manufacturer’s warranty is fully transferable from the Contractorto the Department. Transfer warranties to the Florida Department of Transportation atfinal acceptance of the equipment by the Engineer.

D7208-7 Measurement:The PGS shall be measured for payment in accordance with the following tasks.

D7208-7.1 Furnish:The Contract unit price for a PGS, furnished, will include providing all equipment

specified in the Contract Documents, plus all shipping and handling costs involved indelivery as specified in the Contract Documents.

PGS are measured for payment by the number actually furnished, complete,functional, and accepted. Unless otherwise specified in the procurement order, furnishthe following minimum items for each PGS:

• Generator, trailer and/or housings, power cords, andmounting hardware.

The following items are incidental to furnishing PGS:• Shipping and Delivery,• Documentation,• Training,• Installation, Operations & Maintenance Manuals,• Testing, and• Warranties

D7208-8 Payment:Price and payment will be full compensation for all work specified in this Section.

Payment will be made under:Item No. D7208-PG Portable Generator – EA.Item No. D7208-MG Mobile Generator – EA.Item No. D7208-SG Stationary Generator – EA.

Agreement No.:

Financial Project I.D.:

Procurement No.:

D.M.S. Catalog Class No.:

BY THIS AGREEMENT, made and entered into this day of , , by and

of

1. SERVICES AND PERFORMANCE

A. In connection with

,the Department does hereby retain the Vendor to furnish certain services, information, and items as described in Exhibit "A," attached hereto and made a part hereof.

B. Before making any additions or deletions to the work described in this Agreement, and before undertakingany changes or revisions to such work, the parties shall negotiate any necessary cost changes and shall enter into an Amendment covering such work and compensation. Reference herein to this Agreement shall include any amendment(s).

C. All tracings, plans, specifications, maps, computer files, and reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, shall be the exclusive property of the Department without restriction or limitation on their use and shall be made available, upon request, to the Department at any time during the performance of such services and/or upon completion or termination of this Agreement. Upon delivery to the Department of said document(s), the Department shall become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Vendor shall not copyright any material and products or patent any invention developed under this Agreement. The Department shall have the right to visit the site for inspection of the work and the products of the Vendor at any time.

D. All final plans, documents, reports, studies, and other data prepared by the Vendor shall bear the professional's seal/signature, in accordance with the applicable Florida Statutes, Administrative Rules promulgated by the Department of Business and Professional Regulation, and guidelines published by the Department, in effect at the time of execution of this Agreement. In the event that changes in the statutes or rules create a conflict with the requirements of published guidelines, requirements of the statutes and rules shall take precedence.

E. The Vendor agrees to provide project schedule progress reports in a format acceptable to the Departmentand at intervals established by the Department. The Department shall be entitled at all times to be advised, at its request, as to the status of work being done by the Vendor and of the details thereof. Coordination shall be maintained by the Vendor with representatives of the Department, or of other agencies interested in the project on behalf of the Department. Either party to this Agreement may request and be granted a conference.

F. All services shall be performed by the Vendor to the satisfaction of the Director who shall decide all questions, difficulties, and disputes of any nature whatsoever that may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount of value thereof; and the decision upon all claims, questions, and disputes shall be final and binding upon the parties hereto. Adjustments of compensation and contract time because of any major changes in the work that may become necessary or desirable as the work progresses shall be subject to mutual agreement of the parties, and amendment(s) shall be entered into by the parties in accordance herewith.

Reference herein to the Director shall mean the

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

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Page 1 of 7STANDARD WRITTEN AGREEMENT

duly authorized to conduct business in the State of Florida, hereinafter called "Vendor," hereby agree as follows:

between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, hereinafter called the "Department" and

Various

ITN-DOT-10/11-7007JM

955-880

District-Wide Intelligent Transportation Systems (ITS) Field Devices

Director of Transportation Operations

F.E.I.D. No:

TERM

Initial Term. This Agreement shall begin on date of execution and shall remain in full force and effectthrough completion of all services required or , whicheveroccurs first. Subsequent to the execution of this Agreement by both parties, the services to be rendered by the Vendor shall commence and be completed in accordance with the option selected below. (Select box and indicate date(s) as appropriate):

Services shall commence

Services shall commence upon written notice from the Department's Contract Manager and shall be

Other: See Exhibit "A"

and shall be completed by

or date of termination, whichever occurs first.

completed by or date of termination, whichever occurs first.

RENEWALS (Select appropriate box):

EXTENSIONS. In the event that circumstances arise which make performance by the Vendor impracticable or impossible within the time allowed or which prevent a new contract from being executed, the Department, in its discretion, may grant an extension of this Agreement. Extension of this Agreement shall be in writing for a period not to exceed six (6) months and shall be subject to the same terms and conditions set forth in this Agreement; provided the Department may, in its discretion, grant a proportionalincrease in the total dollar amount based on the method and rate established herein. There shall be only one extension of this Agreement unless the failure to meet the criteria set forth in this Agreement for completion of this Agreement is due to events beyond the control of the Vendor.

It shall be the responsibility of the Vendor to ensure at all times that sufficient time remains in the Project Schedule within which to complete services on the project. In the event there have been delays which would affect the project completion date, the Vendor shall submit a written request to the Department which identifies the reason(s) for the delay and the amount of time related to each reason. The Department shall review the request and make a determination as to granting all or part of the requested extension.

COMPENSATION AND PAYMENT

Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Section 215.422(14), Florida Statutes.

If this Agreement involves units of deliverables, then such units must be received and accepted in writing by the Contract Manager prior to payments.

Bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof.

The bills for any travel expenses, when authorized by terms of this Agreement and by the Department's Project Manager, shall be submitted in accordance with Section 112.061, Florida Statutes, and Chapter 3 - Travel, Department's Disbursement Operations Manual, 350-030-400.

This Agreement may not be renewed.

This Agreement may be renewed for a period that may not exceed three (3) years or the term of the original contract, whichever period is longer. Renewals shall be contingent upon satisfactory performance evaluations by the Department and subject to the availability of funds. Any renewal or extension shall be in writing and shall be subject to the same terms and conditions set forth in this Agreement.

2.

A.

B.

C.

3.

A.

B.

C.

D.

E. Vendors providing goods and services to the Department should be aware of the following time frames. Upon receipt, the Department has five (5) working days to inspect and approve the goods and services, unless otherwise specified herein. The Department has twenty (20) days to deliver a request for payment (voucher) to the Department of Financial Services. The twenty (20) days are measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved.

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December 31, 2015

December 31, 2010

December 31, 2015

The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(22), Florida Statutes, all payments shall be assessed a transaction fee of one percent (1%), which the Vendor shall pay to the State. For payments within the State accounting system (FLAIR or its successor), the transaction fee shall, when possible, be automatically deducted from payments to the Vendor. If automatic deduction is not possible, the Vendor shall pay the transaction fee pursuant to Rule 60A-1.031(2), Florida Administrative Code. By submission of these reports and corresponding payments, Vendor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. The Vendor shall receive a credit for any transaction fee paid by the Vendor for the purchase of any item(s) if such item(s) are returned to the Vendor through no fault, act, or omission of the Vendor. Notwithstanding the foregoing, a transaction fee is non-refundable when an item is rejected or returned, or declined, due to the Vendor's failure to perform or comply with specifications or requirements of the Agreement. Failure to comply with these requirements shall constitute grounds for declaring the Vendor in default and recovering reprocurement costs from the Vendor in addition to all outstanding fees. VENDORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH THE STATE.

Records of costs incurred under terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for three (3) years after final payment for the work pursuant to this Agreement is made. Copies of these documents and records shall be furnished to the Department upon request. Records of costs incurred shall include the Vendor's general accounting records and the project records, together with supporting documents and records of the Vendor and all subcontractors performing work on the project, and all other records of the Vendor andsubcontractors considered necessary by the Department for a proper audit of project costs.

The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require astatement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding one (1) year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years. Accordingly, the Department's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature.

INDEMNITY AND PAYMENT FOR CLAIMS

INDEMNITY: To the extent permitted by Florida Law, the Vendor shall indemnify and hold harmless the Department, its officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by negligence, recklessness, or intentional wrongful misconduct of the Vendor and persons employed or utilized by the Vendor in the performance ofthis Agreement.

It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of the Agreement to create in the public or any member thereof, a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for personalinjuries or property damage pursuant to the terms or provisions of this Agreement.

PAYMENT FOR CLAIMS: The Vendor guaranties the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Vendor or any subcontractor, in connection with the Agreement. The Department's final acceptance and payment does not release the Vendor's bond until allsuch claims are paid or released.

F. If a payment is not available within forty (40) days, a separate interest penalty as established pursuant to Section 215.422, Florida Statutes, shall be due and payable, in addition to the invoice amount, to the Vendor. Interest penalties of less than one (1) dollar shall not be enforced unless the Vendor requests payment. Invoices which have to be returned to a Vendor because of Vendor preparation errors shall result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department.

G.

I.

J.

4.

A.

H. A vendor ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516 orby calling the Consumer Hotline, 877-693-5236.

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B.

$

C. WORKERS' COMPENSATION. The Vendor shall also carry and keep in force Workers' Compensation insurance as required for the State of Florida under the Workers' Compensation Law.

D. PERFORMANCE AND PAYMENT BOND. (Select as appropriate):

No Bond is required.

Prior to commencement of any services pursuant to this Agreement and at all times during the termhereof, including renewals and extensions, the Vendor will supply to the Department and keep in force a bond provided by a surety authorized to do business in the State of Florida, payable to the Department and conditioned for the prompt, faithful, and efficient performance of this Agreement according to the terms and conditions hereof and within the time periods specified herein, and for the prompt payment of all persons furnishing labor, materials, equipment, and supplies therefor.

E. CERTIFICATION. With respect to any insurance policy required pursuant to this Agreement, all such policies shall be issued by companies licensed to do business in the State of Florida. The Vendor shall provide to the Department certificates showing the required coverage to be in effect and showing the Department to be an additional certificate holder. Such policies shall provide that the insurance is not cancelable except upon thirty (30) days prior written notice to the Department.

5. COMPLIANCE WITH LAWS

A. The Vendor shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Vendor in conjunction with this Agreement. Failure by the Vendor to grant such public access shall be grounds for immediate unilateral cancellation of this Agreement by the Department.

B. The Vendor agrees that it shall make no statements, press releases or publicity releases concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with this Agreement, or any particulars thereof, during theperiod of the Agreement, without first notifying the Department's Contract Manager and securing prior written consent. The Vendor also agrees that it shall not publish, copyright, or patent any of the data developed under this Agreement, it being understood that such data or information are works made for hire and the property of the Department.

C. The Vendor shall comply with all federal, state, and local laws and ordinances applicable to the work or payment for work thereof, and will not discriminate on the grounds of race, color, religion, sex, national origin, age, or disability in the performance of work under this Agreement.

D. If the Vendor is licensed by the Department of Business and Professional Regulation to perform the services herein contracted, then Section 337.162, Florida Statutes, applies as follows:

(1) If the Department has knowledge or reason to believe that any person has violated the provisionsof state professional licensing laws or rules, it shall submit a complaint regarding the violations to the Department of Business and Professional Regulation. The complaint shall be confidential.

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LIABILITY INSURANCE. (Select and complete as appropriate):

insurance policy or policies with a company or companies authorized to do business in Florida, affording public liability insurance with a combined bodily injury limits of at least $per person and $ each occurrence, and property damage insurance of at least

each occurrence, for the services to be rendered in accordance with this

Agreement.

with this Agreement in the amount of $ .

insurance policy or policies or an irrevocable letter of credit established pursuant to Chapter 675 Section 337.106, Florida Statutes, with a company or companies authorized to do business in theState of Florida, affording liability coverage for the professional services to be rendered in

No general liability insurance is required.

The Vendor shall carry and keep in force during the term of this Agreement, a general liability

1,000,000.00

1,000,000.00

1,000,000.00

The Vendor shall have and maintain during the term of this Agreement, a professional liability

6. TERMINATION AND DEFAULT

A. This Agreement may be canceled by the Department in whole or in part at any time the interest of the Department requires such termination. The Department reserves the right to terminate or cancel this Agreement in the event an assignment be made for the benefit of creditors.

B. If the Department determines that the performance of the Vendor is not satisfactory, the Department shall have the option of (a) immediately terminating the Agreement, or (b) notifying the Vendor of the deficiencywith a requirement that the deficiency be corrected within a specified time, otherwise the Agreement will be terminated at the end of such time, or (c) taking whatever action is deemed appropriate by the Department.

C. If the Department requires termination of the Agreement for reasons other than unsatisfactory performance of the Vendor, the Department shall notify the Vendor of such termination, with instructions as to the effective date of termination or specify the stage of work at which the Agreement is to be terminated.

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(2) Any person who is employed by the Department and who is licensed by the Department of Business and Professional Regulation and who, through the course of the person's employment, has knowledge to believe that any person has violated the provisions of state professional licensing laws or rules shall submit a complaint regarding the violations to the Department of Business and Professional Regulation. Failure to submit a complaint about the violations may be grounds for disciplinary action pursuant to Chapter 455, Florida Statutes, and the state licensing law applicable to that licensee. The complaint shall be confidential.

(3) Any complaints submitted to the Department of Business and Professional Regulation are confidential and exempt from Section 119.07(1), Florida Statutes, pursuant to Chapter 455, Florida Statutes, and applicable state law.

E. The Vendor covenants and agrees that it and its employees and agents shall be bound by the standards of conduct provided in applicable law and applicable rules of the Board of Business and Professional Regulation as they relate to work performed under this Agreement. The Vendor further covenants and agrees that when a former state employee is employed by the Vendor, the Vendor shall require that strict adherence by the former state employee to Sections 112.313 and 112.3185, Florida Statutes, is a condition of employment for said former state employee. These statutes will by reference be made a part of this Agreement as though set forth in full. The Vendor agrees to incorporate the provisions of this paragraph in any subcontract into which it might enter with reference to the work performed pursuant to this Agreement.

F. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the constructionor repair of a public building or public work, may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list.

G. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal,or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity.

H. The Department shall consider the employment by any vendor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the Vendor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this agreement.

I. Pursuant to Section 216.347, Florida Statutes, the vendor may not expend any State funds for the purpose of lobbying the Legislature, the judicial branch, or a state agency.

D. If the Agreement is terminated before performance is completed, the Vendor shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the agreement price as the amount of work satisfactorily completed is a percentage of the total work called for by this Agreement. All work in progress shall become the property of the Department and shall be turned over promptly by the Vendor.

7. ASSIGNMENT AND SUBCONTRACTS

A. The Vendor shall maintain an adequate and competent staff so as to enable the Vendor to timely perform under this Agreement and may associate with it such subcontractors, for the purpose of its services hereunder, without additional cost to the Department, other than those costs within the limits and terms of this Agreement. The Vendor is fully responsible for satisfactory completion of all subcontracted work. The Vendor, however, shall not sublet, assign, or transfer any work under this Agreement to other than subcontractors specified in the proposal, bid, and/or Agreement without the written consent of the Department.

B. Select the appropriate box:

It is expressly understood and agreed that any articles which are the subject of, or required to carry out this Agreement shall be purchased from the corporation identified under Chapter 946, Florida Statutes, in the same manner and under the procedures set forth in Sections 946.515(2) and (4), Florida Statutes; and for purposes of this Agreement the person, firm, or other business entity (Vendor) carrying out the provisions of this Agreement shall be deemed to be substituted for this agency (Department) insofar as dealings with such corporation are concerned.

The "corporation identified" is Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Available pricing, products, and delivery schedules may be obtained by contacting:

PRIDE Enterprises12425 - 28th Street, NorthSt. Petersburg, FL 33716-1826(800)643-8459

as noted above, does not apply. However, Appendix I is applicable to all parties and is hereof made a part of this Agreement.

8. MISCELLANEOUS

A. The Vendor and its employees, agents, representatives, or subcontractors are not employees of the Department and are not entitled to the benefits of State of Florida employees. Except to the extent expressly authorized herein, Vendor and its employees, agents, representatives, or subcontractors are not agents of the Department or the State for any purpose or authority such as to bind or represent the interests thereof, and shall not represent that it is an agent or that it is acting on the behalf of the Department or the State. The Department shall not be bound by any unauthorized acts or conduct of the Vendor or its employees, agents, representatives, or subcontractors. Vendor agrees to include this provision in all its subcontracts under this Agreement.

B. All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders.

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The following provision is not applicable to this Agreement:

The following provision is hereby incorporated in and made a part of this Agreement:

It is expressly understood and agreed that any articles that are the subject of, or required to carry out this Agreement shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in Section 413.036(1) and (2), Florida Statutes; and for purposes of this Agreement the person, firm, or other business entity (Vendor) carrying out the provisions of this Agreement shall be deemed to be substituted for the state agency (Department) insofar as dealings with such qualified nonprofit agency are concerned.

The following provision is hereby incorporated in and made a part of this Agreement:

This Agreement involves the expenditure of federal funds and Section 946.515, Florida Statutes,

Name of Vendor

BY:

Authorized Signature

(Print/Type)

Title:

STATE OF FLORIDADEPARTMENT OF TRANSPORTATION

BY:

Authorized Signature

(Print/Type)

Title:

FOR DEPARTMENT USE ONLY

APPROVED: LEGAL REVIEW:

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers on the day, month and year set forth above.

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J. The following attachments are incorporated and made a part of this agreement:

K. Other Provisions:

C.

It is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be illegal or in conflict with any law of the State of Florida, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construedand enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid.

D.

E. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

F. In any legal action related to this Agreement, instituted by either party, the Vendor hereby waives any andall privileges and rights it may have under Chapter 47 and Section 337.19, Florida Statutes, relating to venue, as it now exists or may hereafter be amended, and any and all such privileges and rights it may have under any other statute, rule, or case law, including, but not limited to those grounded on convenience. Any such legal action may be brought in the appropriate Court in the county chosen by the Department and in the event that any such legal action is filed by the Vendor, the Vendor hereby consents to the transfer of venue to the county chosen by the Department upon the Department filing a motion requesting the same.

G. If this Agreement involves the purchase or maintenance of information technology as defined in Section 282.0041, Florida Statutes, the selected provisions of the attached Appendix II are made a part of this Agreement.

I. Time is of the essence as to each and every obligation under this Agreement.

This Agreement embodies the whole agreement of the parties. There are no promises, terms, conditions,or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto. The State of Florida terms and conditions, whether general or specific, shall take precedence over and supersede any inconsistent or conflicting provision in any attached terms and conditions of the Vendor.

H. If this Agreement is the result of a formal solicitation (Invitation to Bid, Request for Proposal or Invitation to Negotiate), the Department of Management Services Forms PUR1000 and PUR1001, included in the solicitation, are incorporated herein by reference and made a part of this Agreement.

Exhibit "A" Scope of Services, Attachment "I" Estimate of ITS Construction Completion, Exhibit "B" Method of Compensation, Exhibit "C" Price Sheet, Appendix I (Terms for Federal Aid Contracts)

ITN-DOT-10/11-7007JM

Robert A. Keller

Professional Services Administrator

Procurement Office

State of FloridaPUR 1000

General Contract Conditions

Contents

1. Definitions.2. Purchase Orders.3. Product Version.4. Price Changes Applicable only to Term Contracts.5. Additional Quantities.6. Packaging.7. Inspection at Contractor’s Site.8. Safety Standards.9. Americans with Disabilities Act.10. Literature.11. Transportation and Delivery.12. Installation.13. Risk of Loss.14. Transaction Fee.15. Invoicing and Payment.16. Taxes.17. Governmental Restrictions.18. Lobbying and Integrity.19. Indemnification.20. Limitation of Liability.21. Suspension of Work.22. Termination for Convenience.23. Termination for Cause.24. Force Majeure, Notice of Delay, and No Damages for Delay.25. Changes.26. Renewal.27. Purchase Order Duration.28. Advertising.29. Assignment.30. Antitrust Assignment31. Dispute Resolution.32. Employees, Subcontractors, and Agents.33. Security and Confidentiality.34. Contractor Employees, Subcontractors, and Other Agents.35. Insurance Requirements.36. Warranty of Authority.37. Warranty of Ability to Perform.38. Notices.39. Leases and Installment Purchases.40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE).41. Products Available from the Blind or Other Handicapped.42. Modification of Terms.43. Cooperative Purchasing.44. Waiver.45. Annual Appropriations.46. Execution in Counterparts.

47. Severability.

1. Definitions. The definitions contained in s. 60A-1.001, F.A.C. shall apply to this agreement. Thefollowing additional terms are also defined:

(a) “Contract” means the legally enforceable agreement that results from a successful solicitation.The parties to the Contract will be the Customer and Contractor.

(b) “Customer” means the State agency or other entity identified in a contract as the party toreceive commodities or contractual services pursuant to a contract or that orders commodities orcontractual services via purchase order or other contractual instrument from the Contractor underthe Contract. The “Customer” may also be the “Buyer” as defined in the PUR 1001 if it meets thedefinition of both terms.

(c) “Product” means any deliverable under the Contract, which may include commodities, services,technology or software.

(d) “Purchase order” means the form or format a Customer uses to make a purchase under theContract (e.g., a formal written purchase order, electronic purchase order, procurement card,contract or other authorized means).

2. Purchase Orders. In contracts where commodities or services are ordered by the Customer viapurchase order, Contractor shall not deliver or furnish products until a Customer transmits apurchase order. All purchase orders shall bear the Contract or solicitation number, shall be placedby the Customer directly with the Contractor, and shall be deemed to incorporate by reference theContract and solicitation terms and conditions. Any discrepancy between the Contract terms andthe terms stated on the Contractor’s order form, confirmation, or acknowledgement shall beresolved in favor of terms most favorable to the Customer. A purchase order for services within theambit of section 287.058(1) of the Florida Statutes shall be deemed to incorporate by reference therequirements of subparagraphs (a) through (f) thereof. Customers shall designate a contractmanager and a contract administrator as required by subsections 287.057(15) and (16) of theFlorida Statutes.

3. Product Version. Purchase orders shall be deemed to reference a manufacturer’s most recentlyrelease model or version of the product at the time of the order, unless the Customer specificallyrequests in writing an earlier model or version and the contractor is willing to provide such model orversion.

4. Price Changes Applicable only to Term Contracts. If this is a term contract for commodities orservices, the following provisions apply.

(a) Quantity Discounts. Contractors are urged to offer additional discounts for one time delivery oflarge single orders. Customers should seek to negotiate additional price concessions on quantitypurchases of any products offered under the Contract. State Customers shall document their filesaccordingly.

(b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of better pricingoffered by the Contractor for substantially the same or a smaller quantity of a product outside theContract, but upon the same or similar terms of the Contract, then at the discretion of the Customerthe price under the Contract shall be immediately reduced to the lower price.

(c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to achange in market conditions, a Contractor may conduct sales promotions involving price reductionsfor a specified lesser period. A Contractor shall submit to the Contract Specialist documentationidentifying the proposed (1) starting and ending dates of the promotion, (2) products involved, and(3) promotional prices compared to then-authorized prices. Promotional prices shall be available toall Customers. Upon approval, the Contractor shall provide conspicuous notice of the promotion.

(d) Trade-In. Customers may trade-in equipment when making purchases from the Contract. Atrade-in shall be negotiated between the Customer and the Contractor. Customers are obligated toactively seek current fair market value when trading equipment, and to keep accurate records of theprocess. For State agencies, it may be necessary to provide documentation to the Department ofFinancial Services and to the agency property custodian pursuant to Chapter 273, F.S.

(e) Equitable Adjustment. The Customer may, in its sole discretion, make an equitable adjustmentin the Contract terms or pricing if pricing or availability of supply is affected by extreme andunforeseen volatility in the marketplace, that is, by circumstances that satisfy all the followingcriteria: (1) the volatility is due to causes wholly beyond the Contractor’s control, (2) the volatilityaffects the marketplace or industry, not just the particular Contract source of supply, (3) the effecton pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor thatcontinued performance of the Contract would result in a substantial loss.

5. Additional Quantities. For a period not exceeding ninety (90) days from the date of solicitationaward, the Customer reserves the right to acquire additional quantities up to the amount shown onthe solicitation but not to exceed the threshold for Category Two at the prices submitted in theresponse to the solicitation.

6. Packaging. Tangible product shall be securely and properly packed for shipment, storage, andstocking in appropriate, clearly labeled, shipping containers and according to accepted commercialpractice, without extra charge for packing materials, cases, or other types of containers. Allcontainers and packaging shall become and remain Customer’s property.

7. Inspection at Contractor’s Site. The Customer reserves the right to inspect, at any reasonabletime with prior notice, the equipment or product or plant or other facilities of a Contractor to assessconformity with Contract requirements and to determine whether they are adequate and suitable forproper and effective Contract performance.

8. Safety Standards. All manufactured items and fabricated assemblies subject to operation underpressure, operation by connection to an electric source, or operation involving connection to amanufactured, natural, or LP gas source shall be constructed and approved in a manneracceptable to the appropriate State inspector. Acceptability customarily requires, at a minimum,identification marking of the appropriate safety standard organization, where such approvals oflistings have been established for the type of device offered and furnished, for example: theAmerican Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratoriesand/or National Electrical Manufacturers’ Association for electrically operated assemblies; and theAmerican Gas Association for gas-operated assemblies. In addition, all items furnished shall meetall applicable requirements of the Occupational Safety and Health Act and state and federalrequirements relating to clean air and water pollution.

9. Americans with Disabilities Act. Contractors should identify any products that may be used or

adapted for use by visually, hearing, or other physically impaired individuals.

10. Literature. Upon request, the Contractor shall furnish literature reasonably related to theproduct offered, for example, user manuals, price schedules, catalogs, descriptive brochures, etc.

11. Transportation and Delivery. Prices shall include all charges for packing, handling, freight,distribution, and inside delivery. Transportation of goods shall be FOB Destination to any pointwithin thirty (30) days after the Customer places an Order. A Contractor, within five (5) days afterreceiving a purchase order, shall notify the Customer of any potential delivery delays. Evidence ofinability or intentional delays shall be cause for Contract cancellation and Contractor suspension.

12. Installation. Where installation is required, Contractor shall be responsible for placing andinstalling the product in the required locations at no additional charge, unless otherwise designatedon the Contract or purchase order. Contractor’s authorized product and price list shall clearly andseparately identify any additional installation charges. All materials used in the installation shall beof good quality and shall be free of defects that would diminish the appearance of the product orrender it structurally or operationally unsound. Installation includes the furnishing of any equipment,rigging, and materials required to install or replace the product in the proper location. Contractorshall protect the site from damage and shall repair damages or injury caused during installation byContractor or its employees or agents. If any alteration, dismantling, excavation, etc., is required toachieve installation, the Contractor shall promptly restore the structure or site to its originalcondition. Contractor shall perform installation work so as to cause the least inconvenience andinterference with Customers and with proper consideration of others on site. Upon completion ofthe installation, the location and surrounding area of work shall be left clean and in a neat andunobstructed condition, with everything in satisfactory repair and order.

13. Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S. Untilacceptance, risk of loss or damage shall remain with the Contractor. The Contractor shall beresponsible for filing, processing, and collecting all damage claims. To assist the Contractor withdamage claims, the Customer shall: record any evidence of visible damage on all copies of thedelivering carrier’s Bill of Lading; report damages to the carrier and the Contractor; and provide theContractor with a copy of the carrier’s Bill of Lading and damage inspection report. When aCustomer rejects a product, Contractor shall remove it from the premises within ten days afternotification or rejection. Upon rejection notification, the risk of loss of rejected or non-conformingproduct shall remain with the Contractor. Rejected product not removed by the Contractor withinten days shall be deemed abandoned by the Contractor, and the Customer shall have the right todispose of it as its own property. Contractor shall reimburse the Customer for costs and expensesincurred in storing or effecting removal or disposition of rejected product.

14. Transaction Fee. The State of Florida has instituted MyFloridaMarketPlace, a statewideeProcurement System (“System”). Pursuant to section 287.057(23), Florida Statutes (2002), allpayments shall be assessed a Transaction Fee of one percent (1.0%), which the Contractor shallpay to the State, unless exempt pursuant to 60A-1.032, F.A.C.

For payments within the State accounting system (FLAIR or its successor), the Transaction Feeshall, when possible, be automatically deducted from payments to the Contractor. If automaticdeduction is not possible, the Contractor shall pay the Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, Contractor certifiestheir correctness. All such reports and payments shall be subject to audit by the State or itsdesignee.

Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase ofany item(s) if such item(s) are returned to the Contractor through no fault, act, or omission of the

Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item isrejected or returned, or declined, due to the Contractor’s failure to perform or comply withspecifications or requirements of the agreement.Failure to comply with these requirements shall constitute grounds for declaring the Contractor indefault and recovering reprocurement costs from the Contractor in addition to all outstanding fees.CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE SUBJECT TOBEING REMOVED FROM THE DEPARTMENT OF MANAGEMENT SERVICES’ VENDOR LISTAS PROVIDED IN RULE 60A-1.006, F.A.C.

15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number ifapplicable, and the appropriate vendor identification number. The State may require any otherinformation from the Contractor that the State deems necessary to verify any purchase orderplaced under the Contract.

At the State's option, Contractors may be required to invoice electronically pursuant to guidelines ofthe Department of Management Services. Current guidelines require that Contractor supplyelectronic invoices in lieu of paper-based invoices for those transactions processed through thesystem. Electronic invoices shall be submitted to the Customer through the Ariba Supplier Network(ASN) in one of the following mechanisms – EDI 810, cXML, or web-based invoice entry within theASN.

Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida Statutes,which govern time limits for payment of invoices. Invoices that must be returned to a Contractor dueto preparation errors will result in a delay in payment. Contractors may call (850) 413-7269 Mondaythrough Friday to inquire about the status of payments by State Agencies. The Customer isresponsible for all payments under the Contract. A Customer’s failure to pay, or delay in payment,shall not constitute a breach of the Contract and shall not relieve the Contractor of its obligations tothe Department or to other Customers.

16. Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangiblepersonal property. The State will not pay for any personal property taxes levied on the Contractoror for any taxes levied on employees’ wages. Any exceptions to this paragraph shall be explicitlynoted by the Customer in the special contract conditions section of the solicitation or in the Contractor purchase order.

17. Governmental Restrictions. If the Contractor believes that any governmental restrictions havebeen imposed that require alteration of the material, quality, workmanship or performance of theproducts offered under the Contract, the Contractor shall immediately notify the Customer in writing,indicating the specific restriction. The Customer reserves the right and the complete discretion toaccept any such alteration or to cancel the Contract at no further expense to the Customer.

18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS andSection 216.347, FS.The Contractor shall not, in connection with this or any other agreement withthe State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyoneas consideration for any State officer or employee’s decision, opinion, recommendation, vote, otherexercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give toanyone any gratuity for the benefit of, or at the direction or request of, any State officer oremployee. For purposes of clause (2), “gratuity” means any payment of more than nominalmonetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions,advances, deposits of money, services, employment, or contracts of any kind. Upon request of theCustomer’s Inspector General, or other authorized State official, the Contractor shall provide anytype of information the Inspector General deems relevant to the Contractor’s integrity orresponsibility. Such information may include, but shall not be limited to, the Contractor’s business or

financial records, documents, or files of any type or form that refer to or relate to the Contract. TheContractor shall retain such records for the longer of (1) three years after the expiration of theContract or (2) the period required by the General Records Schedules maintained by the FloridaDepartment of State (available at: http://dlis.dos.state.fl.us/barm/genschedules/gensched.htm).The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred bythe Inspector General or other authorized State official for investigations of the Contractor’scompliance with the terms of this or any other agreement between the Contractor and the Statewhich results in the suspension or debarment of the Contractor. Such costs shall include, but shallnot be limited to: salaries of investigators, including overtime; travel and lodging expenses; andexpert witness and documentary fees. The Contractor shall not be responsible for any costs ofinvestigations that do not result in the Contractor’s suspension or debarment.19. Indemnification. The Contractor shall be fully liable for the actions of its agents, employees,partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State andCustomers, and their officers, agents, and employees, from suits, actions, damages, and costs ofevery name and description, including attorneys’ fees, arising from or relating to personal injury anddamage to real or personal tangible property alleged to be caused in whole or in part by Contractor,its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall notindemnify for that portion of any loss or damages proximately caused by the negligent act oromission of the State or a Customer.

Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customersfrom any suits, actions, damages, and costs of every name and description, including attorneys’fees, arising from or relating to violation or infringement of a trademark, copyright, patent, tradesecret or intellectual property right, provided, however, that the foregoing obligation shall not applyto a Customer’s misuse or modification of Contractor’s products or a Customer’s operation or useof Contractor’s products in a manner not contemplated by the Contract or the purchase order. Ifany product is the subject of an infringement suit, or in the Contractor’s opinion is likely to becomethe subject of such a suit, the Contractor may at its sole expense procure for the Customer the rightto continue using the product or to modify it to become non-infringing. If the Contractor is notreasonably able to modify or otherwise secure the Customer the right to continue using the product,the Contractor shall remove the product and refund the Customer the amounts paid in excess of areasonable rental for past use. The customer shall not be liable for any royalties.

The Contractor’s obligations under the preceding two paragraphs with respect to any legal actionare contingent upon the State or Customer giving the Contractor (1) written notice of any action orthreatened action, (2) the opportunity to take over and settle or defend any such action atContractor’s sole expense, and (3) assistance in defending the action at Contractor’s sole expense.The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the

State or Customer in any legal action without the Contractor’s prior written consent, which shall notbe unreasonably withheld.

20. Limitation of Liability. For all claims against the Contractor under any contract or purchaseorder, and regardless of the basis on which the claim is made, the Contractor’s liability under acontract or purchase order for direct damages shall be limited to the greater of $100,000, the dollaramount of the contract or purchase order, or two times the charges rendered by the Contractorunder the purchase order. This limitation shall not apply to claims arising under the Indemnityparagraph contain in this agreement.

Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall beliable to another for special, indirect, punitive, or consequential damages, including lost data orrecords (unless the contract or purchase order requires the Contractor to back-up data or records),even if the party has been advised that such damages are possible. No party shall be liable for lost

profits, lost revenue, or lost institutional operating savings. The State and Customer may, inaddition to other remedies available to them at law or equity and upon notice to the Contractor,retain such monies from amounts due Contractor as may be necessary to satisfy any claim fordamages, penalties, costs and the like asserted by or against them. The State may set off anyliability or other obligation of the Contractor or its affiliates to the State against any payments duethe Contractor under any contract with the State.

21. Suspension of Work. The Customer may in its sole discretion suspend any or all activitiesunder the Contract or purchase order, at any time, when in the best interests of the State to do so.The Customer shall provide the Contractor written notice outlining the particulars of suspension.Examples of the reason for suspension include, but are not limited to, budgetary constraints,declaration of emergency, or other such circumstances. After receiving a suspension notice, theContractor shall comply with the notice and shall not accept any purchase orders. Within ninetydays, or any longer period agreed to by the Contractor, the Customer shall either (1) issue a noticeauthorizing resumption of work, at which time activity shall resume, or (2) terminate the Contract orpurchase order. Suspension of work shall not entitle the Contractor to any additionalcompensation.

22. Termination for Convenience. The Customer, by written notice to the Contractor, mayterminate the Contract in whole or in part when the Customer determines in its sole discretion that itis in the State’s interest to do so. The Contractor shall not furnish any product after it receives thenotice of termination, except as necessary to complete the continued portion of the Contract, if any.The Contractor shall not be entitled to recover any cancellation charges or lost profits.

23. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to (1)deliver the product within the time specified in the Contract or any extension, (2) maintain adequateprogress, thus endangering performance of the Contract, (3) honor any term of the Contract, or (4)abide by any statutory, regulatory, or licensing requirement. Rule 60A-1.006(3), F.A.C., governsthe procedure and consequences of default. The Contractor shall continue work on any work notterminated. Except for defaults of subcontractors at any tier, the Contractor shall not be liable forany excess costs if the failure to perform the Contract arises from events completely beyond thecontrol, and without the fault or negligence, of the Contractor. If the failure to perform is caused bythe default of a subcontractor at any tier, and if the cause of the default is completely beyond thecontrol of both the Contractor and the subcontractor, and without the fault or negligence of either,the Contractor shall not be liable for any excess costs for failure to perform, unless thesubcontracted products were obtainable from other sources in sufficient time for the Contractor tomeet the required delivery schedule. If, after termination, it is determined that the Contractor wasnot in default, or that the default was excusable, the rights and obligations of the parties shall be thesame as if the termination had been issued for the convenience of the Customer. The rights andremedies of the Customer in this clause are in addition to any other rights and remedies providedby law or under the Contract.

24. Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor shall not beresponsible for delay resulting from its failure to perform if neither the fault nor the negligence of theContractor or its employees or agents contributed to the delay and the delay is due directly to actsof God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond theContractor’s control, or for any of the foregoing that affect subcontractors or suppliers if no alternatesource of supply is available to the Contractor. In case of any delay the Contractor believes isexcusable, the Contractor shall notify the Customer in writing of the delay or potential delay anddescribe the cause of the delay either (1) within ten (10) days after the cause that creates or willcreate the delay first arose, if the Contractor could reasonably foresee that a delay could occur as aresult, or (2) if delay is not reasonably foreseeable, within five (5) days after the date the Contractor

first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THECONTRACTOR’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice instrict accordance with this paragraph is a condition precedent to such remedy. No claim fordamages, other than for an extension of time, shall be asserted against the Customer. TheContractor shall not be entitled to an increase in the Contract price or payment of any kind from theCustomer for direct, indirect, consequential, impact or other costs, expenses or damages, includingbut not limited to costs of acceleration or inefficiency, arising because of delay, disruption,interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, inwhole or in part, due to any of the causes described in this paragraph, after the causes haveceased to exist the Contractor shall perform at no increased cost, unless the Customer determines,in its sole discretion, that the delay will significantly impair the value of the Contract to the State orto Customers, in which case the Customer may (1) accept allocated performance or deliveries fromthe Contractor, provided that the Contractor grants preferential treatment to Customers with respectto products subjected to allocation, or (2) purchase from other sources (without recourse to and bythe Contractor for the related costs and expenses) to replace all or part of the products that are thesubject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminatethe Contract in whole or in part.

25. Changes. The Customer may unilaterally require, by written order, changes altering, adding to,or deducting from the Contract specifications, provided that such changes are within the generalscope of the Contract. The Customer may make an equitable adjustment in the Contract price ordelivery date if the change affects the cost or time of performance. Such equitable adjustmentsrequire the written consent of the Contractor, which shall not be unreasonably withheld. If unusualquantity requirements arise, the Customer may solicit separate bids to satisfy them.

26. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the Contract,in whole or in part, for a period that may not exceed 3 years or the term of the contract, whicheverperiod is longer. Any renewal shall specify the renewal price, as set forth in the solicitationresponse. The renewal must be in writing and signed by both parties, and is contingent uponsatisfactory performance evaluations and subject to availability of funds.

27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agencycontract must be received by the Contractor no later than close of business on the last day of thecontract’s term to be considered timely. The Contractor is obliged to fill those orders in accordancewith the contract’s terms and conditions. Purchase orders received by the contractor after close ofbusiness on the last day of the state term or agency contract’s term shall be considered void.

Purchase orders for a one-time delivery of commodities or performance of contractual servicesshall be valid through the performance by the Contractor, and all terms and conditions of the stateterm or agency contract shall apply to the single delivery/performance, and shall survive thetermination of the Contract.

Contractors are required to accept purchase orders specifying delivery schedules exceeding thecontracted schedule even when such extended delivery will occur after expiration of the state termor agency contract. For example, if a state term contract calls for delivery 30 days after receipt oforder (ARO), and an order specifies delivery will occur both in excess of 30 days ARO and afterexpiration of the state term contract, the Contractor will accept the order. However, if theContractor expressly and in writing notifies the ordering office within ten (10) calendar days ofreceipt of the purchase order that Contractor will not accept the extended delivery terms beyond theexpiration of the state term contract, then the purchase order will either be amended in writing bythe ordering entity within ten (10) calendar days of receipt of the contractor’s notice to reflect thestate term contract delivery schedule, or it shall be considered withdrawn.

The duration of purchase orders for recurring deliveries of commodities or performance of servicesshall not exceed the expiration of the state term or agency contract by more than twelve months.However, if an extended pricing plan offered in the state term or agency contract is selected by theordering entity, the contract terms on pricing plans and renewals shall govern the maximumduration of purchase orders reflecting such pricing plans and renewals.

Timely purchase orders shall be valid through their specified term and performance by theContractor, and all terms and conditions of the state term or agency contract shall apply to therecurring delivery/performance as provided herein, and shall survive the termination of the Contract.

Ordering offices shall not renew a purchase order issued pursuant to a state term or agencycontract if the underlying contract expires prior to the effective date of the renewal.

28. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publiclydisseminate any information concerning the Contract without prior written approval from theCustomer, including, but not limited to mentioning the Contract in a press release or otherpromotional material, identifying the Customer or the State as a reference, or otherwise linking theContractor’s name and either a description of the Contract or the name of the State or theCustomer in any material published, either in print or electronically, to any entity that is not a partyto Contract, except potential or actual authorized distributors, dealers, resellers, or servicerepresentative.

29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties orobligations under the Contract, or under any purchase order issued pursuant to the Contract,without the prior written consent of the Customer. In the event of any assignment, the Contractorremains secondarily liable for performance of the contract, unless the Customer expressly waivessuch secondary liability. The Customer may assign the Contract with prior written notice toContractor of its intent to do so.

30. Antitrust Assignment. The Contractor and the State of Florida recognize that in actualeconomic practice, overcharges resulting from antitrust violations are in fact usually borne by theState of Florida. Therefore, the contractor hereby assigns to the State of Florida any and all claimsfor such overcharges as to goods, materials or services purchased in connection with the Contract.

31. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided bythe Customer's designated contract manager, who shall reduce the decision to writing and serve acopy on the Contractor. The decision shall be final and conclusive unless within twenty one (21)days from the date of receipt, the Contractor files with the Customer a petition for administrativehearing. The Customer’s decision on the petition shall be final, subject to the Contractor’s right toreview pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies isan absolute condition precedent to the Contractor's ability to pursue any other form of disputeresolution; provided, however, that the parties may employ the alternative dispute resolutionprocedures outlined in Chapter 120.

Without limiting the foregoing, the exclusive venue of any legal or equitable action that arises out ofor relates to the Contract shall be the appropriate state court in Leon County, Florida; in any suchaction, Florida law shall apply and the parties waive any right to jury trial.

32. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, oragents performing work under the Contract shall be properly trained technicians who meet orexceed any specified training qualifications. Upon request, Contractor shall furnish a copy of

technical certification or other proof of qualification. All employees, subcontractors, or agentsperforming work under the Contract must comply with all security and administrative requirementsof the Customer and shall comply with all controlling laws and regulations relevant to the servicesthey are providing under the Contract. The State may conduct, and the Contractor shall cooperatein, a security background check or otherwise assess any employee, subcontractor, or agentfurnished by the Contractor. The State may refuse access to, or require replacement of, anypersonnel for cause, including, but not limited to, technical or training qualifications, quality of work,change in security status, or non-compliance with a Customer’s security or other requirements.Such approval shall not relieve the Contractor of its obligation to perform all work in compliancewith the Contract. The State may reject and bar from any facility for cause any of the Contractor’semployees, subcontractors, or agents.

33. Security and Confidentiality. The Contractor shall comply fully with all security procedures ofthe United States, State of Florida and Customer in performance of the Contract. The Contractorshall not divulge to third parties any confidential information obtained by the Contractor or itsagents, distributors, resellers, subcontractors, officers or employees in the course of performingContract work, including, but not limited to, security procedures, business operations information, orcommercial proprietary information in the possession of the State or Customer. The Contractorshall not be required to keep confidential information or material that is publicly available through nofault of the Contractor, material that the Contractor developed independently without relying on theState’s or Customer’s confidential information, or material that is otherwise obtainable under Statelaw as a public record. To insure confidentiality, the Contractor shall take appropriate steps as toits personnel, agents, and subcontractors. The warranties of this paragraph shall survive theContract.

34.Contractor Employees, Subcontractors, and Other Agents. The Customer and the Stateshall take all actions necessary to ensure that Contractor's employees, subcontractors and otheragents are not employees of the State of Florida. Such actions include, but are not limited to,ensuring that Contractor's employees, subcontractors, and other agents receive benefits andnecessary insurance (health, workers' compensations, and unemployment) from an employer otherthan the State of Florida.

35. Insurance Requirements. During the Contract term, the Contractor at its sole expense shallprovide commercial insurance of such a type and with such terms and limits as may be reasonablyassociated with the Contract. Providing and maintaining adequate insurance coverage is a materialobligation of the Contractor. Upon request, the Contractor shall provide certificate of insurance. Thelimits of coverage under each policy maintained by the Contractor shall not be interpreted as limitingthe Contractor’s liability and obligations under the Contract. All insurance policies shall be throughinsurers authorized or eligible to write policies in Florida.

36. Warranty of Authority. Each person signing the Contract warrants that he or she is dulyauthorized to do so and to bind the respective party to the Contract.

37. Warranty of Ability to Perform. The Contractor warrants that, to the best of its knowledge,there is no pending or threatened action, proceeding, or investigation, or any other legal or financialcondition, that would in any way prohibit, restrain, or diminish the Contractor’s ability to satisfy itsContract obligations. The Contractor warrants that neither it nor any affiliate is currently on theconvicted vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on anysimilar list maintained by any other state or the federal government. The Contractor shallimmediately notify the Customer in writing if its ability to perform is compromised in any mannerduring the term of the Contract.

38. Notices. All notices required under the Contract shall be delivered by certified mail, returnreceipt requested, by reputable air courier service, or by personal delivery to the agency designeeidentified in the original solicitation, or as otherwise identified by the Customer. Notices to theContractor shall be delivered to the person who signs the Contract. Either designated recipient maynotify the other, in writing, if someone else is designated to receive notice.

39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer (as definedin Section 17.001, F.S.) is required for State agencies to enter into or to extend any lease orinstallment-purchase agreement in excess of the Category Two amount established by section287.017 of the Florida Statutes.

40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section946.515(2), F.S. requires the following statement to be included in the solicitation: "It is expresslyunderstood and agreed that any articles which are the subject of, or required to carry out, theContract shall be purchased from the corporation identified under Chapter 946 of the FloridaStatutes (PRIDE) in the same manner and under the same procedures set forth in section946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person, firm, orother business entity carrying out the provisions of the Contract shall be deemed to be substitutedfor the agency insofar as dealings with such corporation are concerned." Additional informationabout PRIDE and the products it offers is available at http://www.pridefl.com.

41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requiresthe following statement to be included in the solicitation: "It is expressly understood and agreed thatany articles that are the subject of, or required to carry out, this contract shall be purchased from anonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter413, Florida Statutes, in the same manner and under the same procedures set forth in section413.036(1) and (2), Florida Statutes; and for purposes of this contract the person, firm, or otherbusiness entity carrying out the provisions of this contract shall be deemed to be substituted for theState agency insofar as dealings with such qualified nonprofit agency are concerned." Additionalinformation about the designated nonprofit agency and the products it offers is available athttp://www.respectofflorida.org.

42. Modification of Terms. The Contract contains all the terms and conditions agreed upon by theparties, which terms and conditions shall govern all transactions between the Customer and theContractor. The Contract may only be modified or amended upon mutual written agreement of theCustomer and the Contractor. No oral agreements or representations shall be valid or binding uponthe Customer or the Contractor. No alteration or modification of the Contract terms, includingsubstitution of product, shall be valid or binding against the Customer. The Contractor may notunilaterally modify the terms of the Contract by affixing additional terms to product upon delivery(e.g., attachment or inclusion of standard preprinted forms, product literature, “shrink wrap” termsaccompanying or affixed to a product, whether written or electronic) or by incorporating such termsonto the Contractor’s order or fiscal forms or other documents forwarded by the Contractor forpayment. The Customer's acceptance of product or processing of documentation on formsfurnished by the Contractor for approval or payment shall not constitute acceptance of theproposed modification to terms and conditions.

43. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreementof the Contractor, other entities may be permitted to make purchases at the terms and conditionscontained herein. Non-Customer purchases are independent of the agreement between Customerand Contractor, and Customer shall not be a party to any transaction between the Contractor andany other purchaser.State agencies wishing to make purchases from this agreement are required to follow the

provisions of s. 287.042(16)(a), F.S. This statute requires the Department of Management Servicesto determine that the requestor's use of the contract is cost-effective and in the best interest of theState.

44. Waiver. The delay or failure by the Customer to exercise or enforce any of its rights under thisContract shall not constitute or be deemed a waiver of the Customer’s right thereafter to enforcethose rights, nor shall any single or partial exercise of any such right preclude any other or furtherexercise thereof or the exercise of any other right.

45. Annual Appropriations. The State’s performance and obligation to pay under this contract arecontingent upon an annual appropriation by the Legislature.

46. Execution in Counterparts. The Contract may be executed in counterparts, each of whichshall be an original and all of which shall constitute but one and the same instrument.

47. Severability. If a court deems any provision of the Contract void or unenforceable, thatprovision shall be enforced only to the extent that it is not in violation of law or is not otherwiseunenforceable and all other provisions shall remain in full force and effect.

State of FloridaPUR 1001

General Instructions to Respondents

Contents1. Definitions.2. General Instructions.3. Electronic Submission of Responses.4. Terms and Conditions.5. Questions.6. Conflict of Interest.7. Convicted Vendors.8. Discriminatory Vendors.9. Respondent’s Representation and Authorization.10. Manufacturer’s Name and Approved Equivalents.11. Performance Qualifications.12. Public Opening.13. Electronic Posting of Notice of Intended Award.14. Firm Response.15. Clarifications/Revisions.16. Minor Irregularities/Right to Reject.17. Contract Formation.18. Contract Overlap.19. Public Records.20. Protests.21. Limitation on Vendor Contact with Agency During Solicitation Period

1. Definitions. The definitions found in s. 60A-1.001, F.A.C. shall apply to this agreement. Thefollowing additional terms are also defined:

(a) "Buyer" means the entity that has released the solicitation. The “Buyer” may also be the“Customer” as defined in the PUR 1000 if that entity meets the definition of both terms.

(b) "Procurement Officer" means the Buyer's contracting personnel, as identified in the IntroductoryMaterials.

(c) "Respondent" means the entity that submits materials to the Buyer in accordance with theseInstructions.

(d) "Response" means the material submitted by the respondent in answering the solicitation.(e) "Timeline" means the list of critical dates and actions included in the Introductory Materials.

2. General Instructions. Potential respondents to the solicitation are encouraged to carefullyreview all the materials contained herein and prepare responses accordingly.

3. Electronic Submission of Responses. Respondents are required to submit responseselectronically. For this purpose, all references herein to signatures, signing requirements, or otherrequired acknowledgments hereby include electronic signature by means of clicking the "SubmitResponse" button (or other similar symbol or process) attached to or logically associated with theresponse created by the respondent within MyFloridaMarketPlace. The respondent agrees that theaction of electronically submitting its response constitutes:

an electronic signature on the response, generally, an electronic signature on any form or section specifically calling for a signature, and

an affirmative agreement to any statement contained in the solicitation that requires adefinite confirmation or acknowledgement.

4. Terms and Conditions. All responses are subject to the terms of the following sections of thissolicitation, which, in case of conflict, shall have the order of precedence listed:

Technical Specifications, Special Conditions and Instructions, Instructions to Respondents (PUR 1001), General Conditions (PUR 1000), and Introductory Materials.

The Buyer objects to and shall not consider any additional terms or conditions submitted by arespondent, including any appearing in documents attached as part of a respondent’s response. Insubmitting its response, a respondent agrees that any additional terms or conditions, whethersubmitted intentionally or inadvertently, shall have no force or effect. Failure to comply with termsand conditions, including those specifying information that must be submitted with a response, shallbe grounds for rejecting a response.

5. Questions. Respondents shall address all questions regarding this solicitation to theProcurement Officer. Questions must be submitted via the Q&A Board within MyFloridaMarketPlaceand must be RECEIVED NO LATER THAN the time and date reflected on the Timeline. Questionsshall be answered in accordance with the Timeline. All questions submitted shall be published andanswered in a manner that all respondents will be able to view. Respondents shall not contact anyother employee of the Buyer or the State for information with respect to this solicitation. Eachrespondent is responsible for monitoring the MyFloridaMarketPlace site for new or changinginformation. The Buyer shall not be bound by any verbal information or by any written informationthat is not contained within the solicitation documents or formally noticed and issued by the Buyer'scontracting personnel. Questions to the Procurement Officer or to any Buyer personnel shall notconstitute formal protest of the specifications or of the solicitation, a process addressed inparagraph 19 of these Instructions.

6. Conflict of Interest. This solicitation is subject to chapter 112 of the Florida Statutes.Respondents shall disclose with their response the name of any officer, director, employee or otheragent who is also an employee of the State. Respondents shall also disclose the name of any Stateemployee who owns, directly or indirectly, an interest of five percent (5%) or more in the respondentor its affiliates.

7. Convicted Vendors. A person or affiliate placed on the convicted vendor list following aconviction for a public entity crime is prohibited from doing any of the following for a period of 36months from the date of being placed on the convicted vendor list:

submitting a bid on a contract to provide any goods or services to a public entity; submitting a bid on a contract with a public entity for the construction or repair of a public

building or public work; submitting bids on leases of real property to a public entity; being awarded or performing work as a contractor, supplier, subcontractor, or consultant

under a contract with any public entity; and transacting business with any public entity in excess of the Category Two threshold amount

($25,000) provided in section 287.017 of the Florida Statutes.

8. Discriminatory Vendors. An entity or affiliate placed on the discriminatory vendor list pursuantto section 287.134 of the Florida Statutes may not:

submit a bid on a contract to provide any goods or services to a public entity; submit a bid on a contract with a public entity for the construction or repair of a public

building or public work; submit bids on leases of real property to a public entity; be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a

contract with any public entity; or transact business with any public entity.

9. Respondent’s Representation and Authorization. In submitting a response, each respondentunderstands, represents, and acknowledges the following (if the respondent cannot so certify to anyof following, the respondent shall submit with its response a written explanation of why it cannot doso).

The respondent is not currently under suspension or debarment by the State or any othergovernmental authority.

To the best of the knowledge of the person signing the response, the respondent, itsaffiliates, subsidiaries, directors, officers, and employees are not currently underinvestigation by any governmental authority and have not in the last ten (10) years beenconvicted or found liable for any act prohibited by law in any jurisdiction, involving conspiracyor collusion with respect to bidding on any public contract.

Respondent currently has no delinquent obligations to the State, including a claim by theState for liquidated damages under any other contract.

The submission is made in good faith and not pursuant to any agreement or discussion with,or inducement from, any firm or person to submit a complementary or other noncompetitiveresponse.

The prices and amounts have been arrived at independently and without consultation,communication, or agreement with any other respondent or potential respondent; neither theprices nor amounts, actual or approximate, have been disclosed to any respondent orpotential respondent, and they will not be disclosed before the solicitation opening.

The respondent has fully informed the Buyer in writing of all convictions of the firm, itsaffiliates (as defined in section 287.133(1)(a) of the Florida Statutes), and all directors,officers, and employees of the firm and its affiliates for violation of state or federal antitrustlaws with respect to a public contract for violation of any state or federal law involving fraud,bribery, collusion, conspiracy or material misrepresentation with respect to a public contract.This includes disclosure of the names of current employees who were convicted of contract

crimes while in the employ of another company. Neither the respondent nor any person associated with it in the capacity of owner, partner,

director, officer, principal, investigator, project director, manager, auditor, or positioninvolving the administration of federal funds:o Has within the preceding three years been convicted of or had a civil judgment rendered

against them or is presently indicted for or otherwise criminally or civilly charged for:commission of fraud or a criminal offense in connection with obtaining, attempting toobtain, or performing a federal, state, or local government transaction or public contract;violation of federal or state antitrust statutes; or commission of embezzlement, theft,forgery, bribery, falsification or destruction of records, making false statements, orreceiving stolen property; or

o Has within a three-year period preceding this certification had one or more federal, state,or local government contracts terminated for cause or default.

The product offered by the respondent will conform to the specifications without exception. The respondent has read and understands the Contract terms and conditions, and the

submission is made in conformance with those terms and conditions.

If an award is made to the respondent, the respondent agrees that it intends to be legallybound to the Contract that is formed with the State.

The respondent has made a diligent inquiry of its employees and agents responsible forpreparing, approving, or submitting the response, and has been advised by each of themthat he or she has not participated in any communication, consultation, discussion,agreement, collusion, act or other conduct inconsistent with any of the statements andrepresentations made in the response.

The respondent shall indemnify, defend, and hold harmless the Buyer and its employeesagainst any cost, damage, or expense which may be incurred or be caused by any error inthe respondent’s preparation of its bid.

All information provided by, and representations made by, the respondent are material andimportant and will be relied upon by the Buyer in awarding the Contract. Any misstatementshall be treated as fraudulent concealment from the Buyer of the true facts relating tosubmission of the bid. A misrepresentation shall be punishable under law, including, but notlimited to, Chapter 817 of the Florida Statutes.

10. Manufacturer’s Name and Approved Equivalents. Unless otherwise specified, anymanufacturers’ names, trade names, brand names, information or catalog numbers listed in aspecification are descriptive, not restrictive. With the Buyer’s prior approval, the Contractor mayprovide any product that meets or exceeds the applicable specifications. The Contractor shalldemonstrate comparability, including appropriate catalog materials, literature, specifications, testdata, etc. The Buyer shall determine in its sole discretion whether a product is acceptable as anequivalent.

11. Performance Qualifications. The Buyer reserves the right to investigate or inspect at any timewhether the product, qualifications, or facilities offered by Respondent meet the Contractrequirements. Respondent shall at all times during the Contract term remain responsive andresponsible. In determining Respondent’s responsibility as a vendor, the agency shall consider allinformation or evidence which is gathered or comes to the attention of the agency whichdemonstrates the Respondent’s capability to fully satisfy the requirements of the solicitation and thecontract.

Respondent must be prepared, if requested by the Buyer, to present evidence of experience,ability, and financial standing, as well as a statement as to plant, machinery, and capacity of therespondent for the production, distribution, and servicing of the product bid. If the Buyer determinesthat the conditions of the solicitation documents are not complied with, or that the product proposedto be furnished does not meet the specified requirements, or that the qualifications, financialstanding, or facilities are not satisfactory, or that performance is untimely, the Buyer may reject theresponse or terminate the Contract. Respondent may be disqualified from receiving awards ifrespondent, or anyone in respondent’s employment, has previously failed to perform satisfactorily inconnection with public bidding or contracts. This paragraph shall not mean or imply that it isobligatory upon the Buyer to make an investigation either before or after award of the Contract, butshould the Buyer elect to do so, respondent is not relieved from fulfilling all Contract requirements.

12. Public Opening. Responses shall be opened on the date and at the location indicated on theTimeline. Respondents may, but are not required to, attend. The Buyer may choose not toannounce prices or release other materials pursuant to s. 119.071(1)(b), Florida Statutes. Anyperson requiring a special accommodation because of a disability should contact the ProcurementOfficer at least five (5) workdays prior to the solicitation opening. If you are hearing or speechimpaired, please contact the Buyer by using the Florida Relay Service at (800) 955-8771 (TDD).

13. Electronic Posting of Notice of Intended Award. Based on the evaluation, on the dateindicated on the Timeline the Buyer shall electronically post a notice of intended award athttp://fcn.state.fl.us/owa_vbs/owa/vbs_www.main_menu. If the notice of award is delayed, in lieu ofposting the notice of intended award the Buyer shall post a notice of the delay and a revised datefor posting the notice of intended award. Any person who is adversely affected by the decision shallfile with the Buyer a notice of protest within 72 hours after the electronic posting. The Buyer shallnot provide tabulations or notices of award by telephone.

14. Firm Response. The Buyer may make an award within sixty (60) days after the date of theopening, during which period responses shall remain firm and shall not be withdrawn. If award isnot made within sixty (60) days, the response shall remain firm until either the Buyer awards theContract or the Buyer receives from the respondent written notice that the response is withdrawn.Any response that expresses a shorter duration may, in the Buyer's sole discretion, be accepted orrejected.

15. Clarifications/Revisions. Before award, the Buyer reserves the right to seek clarifications orrequest any information deemed necessary for proper evaluation of submissions from allrespondents deemed eligible for Contract award. Failure to provide requested information mayresult in rejection of the response.

16. Minor Irregularities/Right to Reject. The Buyer reserves the right to accept or reject any andall bids, or separable portions thereof, and to waive any minor irregularity, technicality, or omissionif the Buyer determines that doing so will serve the State’s best interests. The Buyer may reject anyresponse not submitted in the manner specified by the solicitation documents.

17. Contract Formation. The Buyer shall issue a notice of award, if any, to successfulrespondent(s), however, no contract shall be formed between respondent and the Buyer until theBuyer signs the Contract. The Buyer shall not be liable for any costs incurred by a respondent inpreparing or producing its response or for any work performed before the Contract is effective.

18. Contract Overlap. Respondents shall identify any products covered by this solicitation that theyare currently authorized to furnish under any state term contract. By entering into the Contract, aContractor authorizes the Buyer to eliminate duplication between agreements in the manner theBuyer deems to be in its best interest.

19. Public Records. Article 1, section 24, Florida Constitution, guarantees every person access toall public records, and Section 119.011, Florida Statutes, provides a broad definition of publicrecord. As such, all responses to a competitive solicitation are public records unless exempt by law.Any respondent claiming that its response contains information that is exempt from the publicrecords law shall clearly segregate and mark that information and provide the specific statutorycitation for such exemption.

20. Protests. Any protest concerning this solicitation shall be made in accordance with sections120.57(3) and 287.042(2) of the Florida Statutes and chapter 28-110 of the Florida AdministrativeCode. Questions to the Procurement Officer shall not constitute formal notice of a protest. It is theBuyer's intent to ensure that specifications are written to obtain the best value for the State and thatspecifications are written to ensure competitiveness, fairness, necessity and reasonableness in thesolicitation process.

Section 120.57(3)(b), F.S. and Section 28-110.003, Fla. Admin. Code require that a notice ofprotest of the solicitation documents shall be made within seventy-two hours after the posting of the

solicitation.

Section 120.57(3)(a), F.S. requires the following statement to be included in the solicitation: "Failureto file a protest within the time prescribed in section 120.57(3), Florida Statutes, shall constitute awaiver of proceedings under Chapter 120, Florida Statutes."

Section 28-110.005, Fla. Admin. Code requires the following statement to be included in thesolicitation: "Failure to file a protest within the time prescribed in Section 120.57(3), FloridaStatutes, or failure to post the bond or other security required by law within the time allowed forfiling a bond shall constitute a waiver of proceedings under Chapter 120, Florida Statutes.”

21. Limitation on Vendor Contact with Agency During Solicitation Period. Respondents to thissolicitation or persons acting on their behalf may not contact, between the release of the solicitationand the end of the 72-hour period following the agency posting the notice of intended award,excluding Saturdays, Sundays, and state holidays, any employee or officer of the executive orlegislative branch concerning any aspect of this solicitation, except in writing to the procurementofficer or as provided in the solicitation documents. Violation of this provision may be grounds forrejecting a response.

ITN CHECKLIST(DOES NOT NEED TO BE RETURNED WITH YOUR PROPOSAL)

This Checklist is provided as a guideline, only, to assist Vendors in the preparation of their ITNresponse. Included are some important matters that the vendor should check. This checklist is justa guideline, and is not intended to include all matters required by the ITN. Vendors are responsibleto read and comply with the ITN in its entirety.

Check off each the following:

____ 1. Qualification Questionnaire and Preliminary Price Proposal (one (1) original and three(3) copies) have been completed, as specified, and enclosed in the ITN response.

____ 2. The Federal Employers Identification Number or Social Security Number has beenentered in the space provided.

____ 3. The “Drug-Free Workplace Program Certification” form has been read, signed, andenclosed in the ITN response, if applicable.

____ 4. The “DBE Participation Statement” form has been read, completed, and enclosed inthe ITN response, if applicable.

____ 5. The “Bid Opportunity List” has been read, completed, and enclosed in the ITNresponse, if applicable.

____ 6. The Scope of Services, Exhibit “A”, has been thoroughly reviewed for compliance tothe ITN requirements.

____ 7. The www.myflorida.com website has been checked and any Addendums postedhave been completed, signed, and included in the ITN response.

____ 8. The ITN response must be received, at the location specified, prior to the OpeningDate and Time designated in the ITN.

____ 9. On the Lower Left Hand Corner of the Envelope transmitting your ITN response, writein the following information:

ITN No.: ITN-DOT-10/11-007JM _

Title: District-Wide Intelligent Transportation (ITS) Field Devices and InfrastructureManagement _

Opening Date & Time: October 7, 2010 at 10:30 a.m.; Replies due at 10:00 a.m.__