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HomeMy WebLinkAboutOneSource Distributors LLC; 2020-07-17; PSA20-854UTILATTACHMENT 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 4A9Holder Identifier : 7777777707070700077761616045571110777617116304557207453136772406310073650566157330020776051513066410307062015762665013070273225761337640763240017205731307304011352270130076727242035772000777777707000707007 7777777707070700073525677115456000732010516137313207122337342163100071323373530630100702233734316310007033337253072000071223373421620110702332625217300007033237342173110077756163351765540777777707000707007Certificate No :570080403338CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 01/31/2020 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. Stamford CT Office 1600 Summer Street Stamford CT 06907-4907 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 19682Hartford Fire Insurance Co.INSURER A: 30104Hartford Underwriters Insurance CompanyINSURER B: 27120Trumbull Insurance CompanyINSURER C: 29459Twin City Fire Insurance CompanyINSURER D: 20699ACE Property & Casualty Insurance Co.INSURER E: INSURER F: FAX(A/C. No.):800-363-0105 CONTACTNAME: OneSource Distributors, LLC 3951 Oceanic DriveOceanside CA 92056 USA COVERAGES CERTIFICATE NUMBER:570080403338 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $2,000,000 $1,000,000 $100,000 $2,000,000 $2,000,000 $2,000,000 A 01/01/2020 01/01/2021Y Y 10CS60202 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X X X X BODILY INJURY (Per accident) $2,000,000A01/01/2020 01/01/2021 AOS 10 CSE S60204B 01/01/2020 01/01/2021 Hawaii Coll Ded $10,000 COMBINED SINGLE LIMIT (Ea accident) 10 CSE S60203 Comp Ded $10,000X EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $5,000,000 $5,000,000 $25,000 01/01/2020UMBRELLA LIABE 01/01/2021XOOG46663044 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ERPER STATUTEC01/01/2020 01/01/2021 AOS 10WBRS60201D 01/01/2020 01/01/2021 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WI WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 10WNS60200 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is included as Additional Insured in accordance with the policy provisions of the General Liability policy. A Waiver of Subrogation is granted in favor of City of Carlsbad/CMWD in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 4668, ECM - ECM #35050 New York NY 10163-4668 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 8. Transfer Of The following is added to Paragraph Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Page 1 of 1© Insurance Services Office, Inc., 2008 10 C S60202 PURSUANT TO APPLICABLE WRITTEN CONTRACT OR AGREEMENT YOU ENTER INTO"