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Home My WebLink About2020-07-14; City Council; Resolution 2020-142EXHIBIT 1 RESOLUTION NO. 2020-142 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING EXECUTION OF A 5-YEAR MASTER PURCHASE AGREEMENT WITH ONESOURCE DISTRIBUTORS FOR SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) PROGRAMMABLE LOGIC CONTROLLER EQUIPMENT AS PART OF CAPITAL IMPROVEMENT PROGRAM PROJECT NO. 5542-1 IN AN AMOUNT NOT TO EXCEED $150,000. WHEREAS, the City Council in the City of Carlsbad, California has determined that the city would benefit from a master purchase agreement that secures an agreed upon discount for SCADA programmable logic controller equipment over a five-year term to support implementation of a new wastewater SCADA system; and WHEREAS, the city solicited a request for proposals for master agreements for programmable logic controllers; and WHEREAS, staff has received a total of four proposals to the request for proposals and has conducted a qualifications-based evaluation of the four proposals in accordance with Carlsbad Municipal Code Section 3.28.050(C) and has identified Rockwell Automation programmable logic controller equipment as best meeting the needs identified; and WHEREAS, OneSource Distributors is the local distributor for Rockwell Automation programmable logic controller equipment; and WHEREAS, there is sufficient funding in the Capital Improvement Program, Project No. 5542-1 to complete purchases under the not-to-exceed amount of $150,000 for the proposed master purchase agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council in the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the mayor is authorized and directed to execute the agreement with OneSource Distributors to provide wastewater SCADA programmable logic controller equipment at an agreed upon discount in an amount not to exceed $150,000, which is attached hereto as Attachment A. 3. The city manager is authorized to amend the Agreement to extend it for two (2) additional five (5) year periods or parts thereof in an amount not to exceed $100,000 per Agreement year. July 14, 2020 Item #11 Page 5 of 23 EXHIBIT 1 PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad on the 14th day of July 2020, by the following vote, to wit: AYES: Hall, Blackburn, Bhat-Patel, Schumacher. NAYS: None. ABSENT: None. -11(ev,a1-/14# MATT HALL, Mayor BARBARA ENGLESON, City Clerk (SEAL) July 14, 2020 Item #11 Page 6 of 23 ATTACHMENT A to EXHIBIT 1 PSA20-854UTIL MASTER PURCHASE AGREEMENT FOR ROCKWELL SCADA PLC EQUIPMENT ONESOURCE DISTRIBUTORS, A SONEPAR COMPANY THIS AGREEMENT is made and entered into as of the j day of , 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and ONESOURCE DISTRIBUTORS, LLC, a Delaware limited liability company, hereinafter referred to as "Seller." RECITALS A. The parties to this Agreement will purchase from Seller and Seller will sell to City, Rockwell SCADA PLC equipment during the term of this Agreement. B. To expedite these contemplated purchases, the parties are willing to enter into this exclusive Agreement that sets forth the terms and conditions that will govern all such transactions between them. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Seller agree as follows: 1. Definitions 1.1. Buyer. With respect to purchase orders issued by City, the term "Buyer" means City of Carlsbad. 1.2. Products. The term "Product" means those goods listed in Table 1 for which Buyer issues to Seller a purchase order during the term of this Agreement. Products and specified terms are described in Table 1 and Exhibit "A" — Request for Bid, which are attached hereto and incorporated herein by this reference in accordance with the terms and conditions set forth in this Agreement. In the event of an inconsistency between the Product description of Table 1 and Exhibit "A", the inconsistency will be resolved with Exhibit "A" taking precedence. 2. Issuance of Purchase Orders. Buyer may issue purchase orders to Seller from time to time for the purchase of Products. Each purchase order shall contain a description of the Products ordered, the quantities and prices, the terms and place of delivery, and will reference City of Carlsbad Bid # FRFP19-48UTIL. Every purchase order issued by Buyer to Seller following the date of this Agreement and bearing such a notation shall be governed by and be deemed to include the provisions of this Agreement, Exhibit "A" or the placed purchase order, the inconsistency will be resolved in the following descending order of precedence: (1) this Agreement, (2) Exhibit "A", and (3) the purchase order. The City will indicate its specific requirements on its purchase order documents including but not limited to delivery address and instructions. There will be no minimum order and all items must be available for the term of this Agreement. All items will be delivered F.O.B. Destination, Freight Prepaid and Allowed, and at the prices set forth in Table 1. 3. Term. This Agreement will be effective for a period of five (5) years from the date first above written. The total amount for the purchase of ROCKWELL SCADA PLC EQUIPMENT over the five (5) year period shall not exceed one hundred fifty thousand dollars ($150,000). The City Manager may amend the Agreement to extend it for two (2) additional five (5) year period or parts thereof in an amount not to exceed $100,000 per Agreement year. Extensions 1 City Attorney Approved Version 1/17/18 July 14, 2020 Item #11 Page 7 of 23 July 14, 2020 Item #11 Page 8 of 23 July 14, 2020 Item #11 Page 9 of 23 July 14, 2020 Item #11 Page 10 of 23 ONESOURCE DISTRIBUTORS, LLC, a Delaware limited liability company By: PSA20-854UTIL 16. Amendments. This Agreement may be amended by mutual consent of the City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 17. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Seller each represent and warrant that they have the legal power, right and actual authority to bind Seller to the terms and conditions of this Agreement. Executed by Contractor this c) day of , 2020. SELLER CITY OF CARLSBAD, a municipal corporation of the State of California By: etif/a( (sign here) Matt Hall, Mayor SVIc‘uu ex -6o cc/V y,-{- ôt (print name/title) c‘I'? S ATTEST: By: - tC-JC1, (sign here) here) Barbara Engleson, City Clerk (print name/title) Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: (j14/11i;ei /6- matith/z___- Degaty City Attorney 71-wr 't TA.k_\(\k\ 5 City Attorney Approved Version 9/27/17 July 14, 2020 Item #11 Page 11 of 23 July 14, 2020 Item #11 Page 12 of 23 July 14, 2020Item #11 Page 13 of 23 July 14, 2020Item #11 Page 14 of 23