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Home My WebLink About2020-07-14; Municipal Water District; Resolution 1642EXHIBIT 2 RESOLUTION NO. 1642 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD MUNICIPAL WATER DISTRICT, 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. 5542-2 AND 5542-3, IN AN AMOUNT NOT TO EXCEED $400,000. WHEREAS, the Board of Directors of the Carlsbad Municipal Water District (CMWD) has determined that CMWD would benefit from a master purchase agreement that secures an agreed upon discount for SCADA PLC equipment over a five-year term to support the implementation of a new SCADA system for potable and recycled water; and WHEREAS, CMWD solicited 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 (CIP), Project No. 5542-2 ($300,000) and CIP Project No. 5542-3 ($100,000) to complete purchases under the not-to- exceed amount of $400,000 for the proposed Master Purchase Agreement. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Carlsbad Municipal Water District in the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the president is authorized and directed to execute the agreement with OneSource Distributors to provide water SCADA programmable logic controller equipment at agreed upon discount in an amount not to exceed $400,000, which is attached hereto as Attachment A. 3. That the executive manager may 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 15 of 23 EXHIBIT 2 PASSED, APPROVED AND ADOPTED at a Special Meeting of the Board of Directors of the Carlsbad Municipal Water District in the City of Carlsbad, California on the 14th day of July 2020, by the following vote, to wit: AYES: Hall, Blackburn, Bhat-Patel, Schumacher. NAYS: None. ABSENT: None. air/12-41 MATT HALL, PRESIDENT BARBARA ENGLESON, StCRETARY (SEAL) July 14, 2020 Item #11 Page 16 of 23 ATTACHMENT A to EXHIBIT 2 PSA20-1077UTIL MASTER PURCHASE AGREEMENT FOR ROCKWELL SCADA PLC EQUIPMENT ONESOURCE DISTRIBUTORS, A SONEPAR COMPANY THIS AGREEMENT is made and entered into as of the day of , 2020, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a municipal corporation, hereinafter referred to as "CMWD", 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 CWMD, 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, CMWD and Seller agree as follows: 1. Definitions 1.1. Buyer. With respect to purchase orders issued by CMWD, the term "Buyer" means Carlsbad Municipal Water District. 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 Carlsbad Municipal Water District Bid # RFP19-48UTIL. 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 CMWD 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 four hundred thousand dollars ($400,000). The Executive 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. 1 General Counsel Approved Version 1/17/18 July 14, 2020 Item #11 Page 17 of 23 July 14, 2020 Item #11 Page 18 of 23 July 14, 2020 Item #11 Page 19 of 23 July 14, 2020 Item #11 Page 20 of 23 PSA20-1077UTIL 16. Amendments. This Agreement may be amended by mutual consent of CMWD 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. 17 " /11 e. in Executed by Contractor this day of L , 2020. SELLER ONESOURCE DISTRIBUTORS, LLC, a Delaware limited liability company CARLSBAD MUNICIPAL WATER DISTRICT, a municipal corporation of the State of California By: By: olf/ (sign here) Matt Hall, President tAj t,,A. '113)Ocile-kar L)7 (print name/title) ATTEST: By: (--)CL--PONa-A-c:\ (sign here) (5- Barbara Engleson, Secretary (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. CARLSBAD MUNICIPAL WATER DISTRICT, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, General Counsel - BY: (//1,1441/-, , f71,1///t--- - Assistant General Counse 5 General Counsel Approved Version 9/27/17 July 14, 2020 Item #11 Page 21 of 23 July 14, 2020Item #11 Page 22 of 23 July 14, 2020Item #11 Page 23 of 23