HomeMy WebLinkAbout2012-03-13; Municipal Water District; 749; WATER METER CONTRACT TERMINATION ATLAS ALLIED INCCARLSBAD MUNICIPAL WATER DISTRICT - AGENDA BILL 18
AB#
MTG.
749
3/13/12
DEPT. UTIL
APPROVE TERMINATION OF WATER METER
PURCHASE AND REPLACEMENT CONTRACT WITH
ATLAS ALLIED, INC.
DEPT. HEAD
GEN COUNSEL
EXEC. DIR. ^
RECOMMENDED ACTION:
Adopt Resolution No. 1438 terminating the water meter purchase and replacement contract with
Atlas Allied, Inc.
ITEM EXPLANATION
On April 13, 2010 the Board of Directors of the Garlsbad Municipal Water District (CMWD) accepted the
bid of $4,386,763 and awarded contract No. MSI 001 to Atlas Allied Inc. The contract was for the
purchase and installation of water meters and equipment for phases 1 through 5 of the automated meter
replacement program. Each phase was to be done yearly. Phases one and two of the contract have
been completed.
CMWD staff is committed to providing high quality, cost effective services. After performing a
comprehensive review of the current contract for purchase and replacement of water meters and
equipment, District staff has concluded that approaching this program in a different way, will provide best
value service and reduce costs.
Staff has determined that by performing meter replacements in-house for the remainder of FYI 2; and
competitively bidding for the direct purchase of water meters and equipment from the manufacturer or
distributor, we will save the District approximately $1.4 million. For example, on February 14, 2012, the
District received bids for replacement water meters. Compared to current pricing, CMWD will realize an
average installed savings of $75.00 per domestic water meter and $200.00 per large commercial meter.
Additionally, in FY13, the District is prepared to solicit proposals for meter installation services to ensure
savings as proposed in the automated meter replacement program.
In a letter dated January 30, 2012 Atlas Allied, Inc. requested that the contract be terminated. CMWD
has mutually agreed to terminate the contract and has received a signed Mutual Rescission of Contract
Agreement from Atlas Allied Inc. To become valid, the Rescission of Contract Agreement requires
authorization of the President or Executive Manager of the CMWD.
Staff is recommending that the Meter Purchase and Replacement Contract No. MSI 001 with Atlas
Allied, Inc. be terminated.
Under the General Provisions of the contract Section 6, Subsection 6-5 headed Termination Of
Contract, it states "the Board may terminate the Contract at its own discretion or when conditions
encountered during the Work make it impossible or impracticable to proceed, or when the Agency is
prevented from proceeding with the Contract by act of God, by law, or by official action of a public
authority.
DEPARTMENT CONTACT: Mario Remillard 760-438-2722, mario.remillard@carlsbadca.qov
FOR CITY CLERKS USE ONLY. /
BOARD ACTION: APPROVED CONTINUED TO DATE SPECIFIC •
DENIED CONTINUED TO DATE UNKNOWN •
CONTINUED • RETURNED TO STAFF •
WITHDRAWN • OTHER-SEE MINUTES •
AMENDED •
Page 2
FISCAL IMPACT:
Based on current costs to the District for direct purchase of meters and equipment, an approximate
savings of $1.4 million could be realized in FY11-12 through FYI 3-14.
ENVIRONMENTAL IMPACT:
Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within
the meaning of CEQA in that it has no potential to cause either a direct physical change in the
environment, or a reasonably foreseeable indirect physical change in environment, and therefore
does not require environmental review.
EXHIBITS:
1. Resolution No. 1438 terminating the Water Meter Purchase and Replacement contract
No. MS1001 with Atlas Allied, Inc.
2. January 30, 2012 Letter from Atlas-Allied, Inc. requesting the project be terminated.
3. Mutual Rescission of Contract between Atlas-Allied, Inc. and Carlsbad Municipal Water District.
EXHIBIT 1
1
RESOLUTION NO. 1438
2
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
3 CARLSBAD MUNICIPAL WATER DISTRICT APPROVING
TERMINATION OF WATER METER PURCHASE AND
4 REPLACEMENT CONTRACT WITH ATLAS ALLIED, INC.
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WHEREAS, on April 13, 2010 the Board of Directors of the Carlsbad Municipal
Water District accepted the bid of $4,386,763 and awarded the Meter Purchase and
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g Replacement contract No. MSI001 to Atlas Allied, Inc.; and
9 WHEREAS, this contract was to cover phases one through five of the Automated
10 Meter Reading project; and
WHEREAS, CMWD staff is committed to providing high quality, cost effective
services. After comprehensive review of the current contract for purchase and
replacement of water meters and equipment, District staff has concluded that
approaching this program in a different way will provide best value service and reduce
costs; and
WHEREAS, staff has determined that by performing meter replacements in-
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house and competitively bidding for the direct purchase of water meters and equipment
19 from the manufacturer or distributor, will save the District approximately $1.4 million;
20 and
21 WHEREAS, Atlas Allied, Inc. has requested in writing that the contract be
terminated and has signed a Mutual Rescission of Contract Agreement which to
become valid requires authorization of the President or Executive Manager of the
CMWD.
WHEREAS, staff is recommending that the Meter Purchase and Replacement
contract No. MSI001 with Atlas Allied, Inc. be terminated.
1 NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water
2 District Board of the City of Carlsbad, California, as follows that:
1. The above recitations are true and correct.
2. That the Carlsbad Municipal Water District terminates the Meter Purchase
and Replacement contract No. MSI001 with Atlas Allied, Inc.
3. To become valid the President or Executive Manager of the CMWD is
8 required to sign the Mutual Rescission of Contract Agreement.
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PASSED, APPROVED AND ADOPTED at a Special Meeting of the Board of
Directors of the Carlsbad Municipal Water District of the City of Carlsbad on the 13**^
day of March, 2012, by the following vote to wit:
AYES: Board Members Hall, Kulchin, Blackburn, Douglas and Packard.
NOES: None.
ABSENT: None.
MATT HALL, President
ATTEST:
AINE M. VVOdD, Secretary
(SEAL)
MUTUAL RESCISSION OF CONTRACT
This Agreement of mutual rescission of a contract made and entered into this day of
Wy\au^— . 2012 by and between Atlas Allied, lnc.("Contractor") and the Carlsbad
Municipal Water District.a Public Agency organized under the Municipal Water Act of 1911, and
a Subsidiary District of the City of Carlsbad("CMWD'').
The parties hereby mutually acknowledge and agree that:
On May 10, 2010, the parties entered into a contract forthe installation of water meters
("Installation Contract").
The parties wish to rescind the Installation Contract.
CMWD has paid Contractor a total of $1,504,052.60 to date under the Installation Contract.
CMWD is currently holding $167,117 in retention funds.
Therefore, in consideration ofthe mutual covenants ofthe parties, the parties hereby rescind
the Installation Contract effective as of this day first written above. This agreement of mutual
rescission shall be binding upon the parties, their successors, assigns and personal
representatives. Neither party shall have any further rights or duties thereunder.
Release of CMWD: Contractor hereby releases and absolutely and forever discharges CMWD
and its Board Members, agents, contractors, employees, attomeys, successors and assigns,
and each of them, from any and all claims, demands, grievances, liabilities, debts, accounts,
obligations, costs, expenses, liens, actions and causes of action, of every kind and nature
whatsoever, existing on the effective date of this Agreement, whether known or unknown,
anticipated or unanticipated, suspected or unsuspected, which Contractor has or claims to have,
now or hereafter, against CMWD or its Board Members, agents, contractors, employees,
attorneys, successors and assigns, and each of them, arising out of or in connection with this
Agreement and the Installation Contract.
Release of Contractor. CMWD hereby releases and absolutely and forever discharges
Contractor, employees, attorneys, successors and assigns, and each of them, from any and all
claims, demands, grievances, liabilities, debts, accounts, obligations, costs, expenses, liens,
actions and causes of action, of every kind and nature whatsoever, existing on the effective date
of this Agreement, whether known or unknown, anticipated or unanticipated, suspected or
unsuspected, which CMWD has or claims to have, now or hereafter, against Contractor,
employees, attorneys, successors and assigns, and each of them, arising out of or in
connection with the this Agreement and the Installation Contract.
Inapplicability of Civil Code §1542: The parties acknowledge and agree that the releases
contained in this Agreement arespecial releases and that §1542 ofthe Civil Code ofthe State of
California is not applicable. Ifand to the extent it should be determined that the releases
contained in this Ageement arenot special releases, contrary to the parties' acknowledged
intention and agreement, each partyspecifically waives the benefit of the provisions of §1542 of
the Civil Code of the State ofCalifornia, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE
TIME OF EXECUTING THE RELEASE. WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.
Waiverof Unlcnown Claims: Each party hereby acknowledges that suchparty is aware that
such party may later discover facts in addition to or different from those whichsuch party now
knows or believes to be true with respect to the subject matter of thisAgreement and that it is
such party's intention, notwithstanding, to fully, finally and forever,settle and release all of the
claims released by this Agreement, known or unknown, suspectedor unsuspected, which now
exist, may exist or previously existed between the parties. Infurtherance of such intention, the
releases given in this Agreement shall be and shall remainin effect as a full and completed
release, notwithstanding the discovery or existence of any suchadditional or different facts. The
parties, further, accept and assume the risk that such facts maytum out to be different from the
facts now known or believed to be true by the parties and agreethat the releases given in this
Agreement shall remain in all respects effective am shall notbe subject to termination or
rescission by reason of any such difference in fact.
The parties acknowledge that CMWD will release the remainder of the retention funds under the
Installation Contract upon the execution of this Agreement by both parties.
This Agreement shall be enforced underthe laws ofthe State of California.
This is the entire agreement.
CONTRACTOR
Atlas-Allied, Inc.
By:
(sign here)
Eva Siciliani V.P. - Treasure
(print name/title)
' (sign here)
George L. Siciliani President
(print name/title)
APPROVED AS TO FORM:
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 1911, and
a Subsidiary District of the City of Carisbad
By:
ATTEST:
Hies
fRAINB M. WOOD
Secretary
*'''ll\\\\\^''^^
RONALD R. BALL, General Counsel
MM BY. ^/ ^ t, rf^^i
Assistant General Counsel
JAN3U012
ATLA&ALUED, INCM CARLSBAD
^ V# 9 MUNICIPALWATERDISrRICr
Piping ^»>mm<^ Englnewng
January 30,2012
Carisbad Municipal Water District
City of Carlsbad
1635 Faraday Avenue
Carlsbad, CA 92008-7314
Re: 2010 Water Meter Purchase and Replacement, Bid NO. PWS10-30UTIL, Project NO. MSlOOl
Dear Sirs,
This letter Is being sent regarding the above contract we have with the Carlsbad Municipal Water District, City of
Carisbad.
Our company was awarded the 2010 Water Meter Purchase and Replacement project In the amount of
$4,386,763.00 on April 13,2010. It was to be completed over a 5 year period in 5 Phases. As of February 12,2011
we have completed Phase I and 2 for a total amount of $1,680,814.00
Phase 3 was scheduled to start in July 2011. We understand there are some problems with the performance of the
Water Meters ability to read remotely that was specified for this project by the Cartsbad Municipal Water District.
Up to now. Phase 3 has been put on hold by the Water Department pending a solution to these problems. The
installations by Atlas-Allied was inspected and approved by the Carlsbad Munidpal Water District.
We have spoken with Mr. Mario Remillard on numerous times to get more information of the status ofthe project
and ongoing problem. We have not been given any definite answer as to when the contract might resume or be
terminated. We would welcome the opportunity to complete the remaining Phases of the project, although our
most recent conversation with Mr, Mario Remillard appears the project will be terminated for convenience due to
the fact the Carlsbad Municipal Water District is going to go in another direction with different water meters.
At this time Atlas- Allied formally request this project be terminated for convenience between the City of Carlsbad
and our Company. Our firm is a small company that relies on its bonding capadty to secure projects. We have to
submit documentation to our Bond Company that this project is going to be terminated and it will come off our work
in progress schedule. Also, please be aware our 10% retention Is being held in a escrow account and yne would like
for it to be released upon termination of this contract.
Due to the current delays and ambiguity of the situation we feel terminating the project for convince would be in
the best Interest of all parties. Please respond within 10 days of receiving this letter as to the intentions ofthe
Carlsbad Munidpal Water District regarding the issues outlined above.
If you have any questions please contact me at the phone # or email listed below.
Respectfully submitted
EvaSidiiani V.P.
eva@atlas-allied.com
cc: Mario Remillard, Steven Plyler, Glenn Pruim, Kevin Davis, Kevin Branca
1210 N. LAS BRISAS ST. ANAHEIM. CA 92806
TEL (714) 630-3633 • FAX (714) 630-0445
WWW.ATLAS-ALLIED.COM • UCENSE # 437235