HomeMy WebLinkAbout2023-12-05; Municipal Water District; Resolution 1720RESOLUTION NO. 1720
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD
MUNICIPAL WATER DISTRICT, ACCEPTING THE BIDS AND AWARDING A
MASTER PURCHASE AGREEMENT TO BADGER METER, INC. FOR THE
PURCHASE OF WATER SERVICE METERS IN AN AMOUNT NOT TO EXCEED
$150,000 PER AGREEMENT YEAR
WHEREAS, the Carlsbad Municipal Water District, or CMWD, Board of Directors of the City of
Carlsbad, California has determined that it is necessary, desirable and in the public interest to purchase
and replace water meters and provide new meters to its customers when necessary; and
WHEREAS, on July 10, 2023, the city published a notice requesting bids for multiple sizes of
water meters; and
WHEREAS, on Aug. 8, 2023, five bids were received; and
WHEREAS, per Carlsbad Municipal Code Section 3.28.050, CMWD staff reviewed the bids and
completed a best-value evaluation; and
WHEREAS, Badger Meter, Inc. received the highest best-value score for all meter sizes; and
WHEREAS, staff recommend award of a master purchase agreement with Badger Meter, Inc. as
the provider of the water meters; and
WHEREAS, the initial term of the master purchase agreement is for two years, and the Executive
Manager may amend the agreement for three additional one-year extensions for a total maximum
term of five years, in an amount not to exceed $150,000 per agreement year; and
WHEREAS, the City Planner has determined that pursuant to California Public Resources Code
Section 21065, this action does not constitute a "project" within the meaning of the California
Environmental Quality Act in that it has not potential to cause either a direct physical change in the
environment, or a reasonably foreseeable indirect physical change in the environment, and therefore
does not require environmental review.
NOW, THEREFORE, BE IT RESOLVED by the CMWD Board of the City of Carlsbad, California, as
follows:
1.That the above recitations are true and correct.
2.That the President of the Board is hereby authorized and directed to execute the master
purchase agreement with Badger Meter, Inc. to provide for the purchase of water
meters in an amount not to exceed $150,000 annually, attached as Attachment A.
3.That the Executive Manager may amend the Master Purchase Agreement with Badger
Meter, Inc. for three additional one-year terms after the initial two-year term, in an
amount not to exceed $150,000 per agreement year.
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 5th day of December, 2023, by the
following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
Blackburn, Bhat-Patel, Acosta, Burkholder, Luna.
None.
None.
None.
KEITH BLACKBURN, President
SHERRY FREISINGER, Secretary
(SEAL)
OocuSign Envelope ID: CC7FD793-88FF-4OO9-9863-5FC274BFA5B2
MASTER PURCHASE AGREEMENT FOR
DOMESTIC SERVICE COLD WATER METERS
BADGER METER, INC.
Attachment A
MPA24-2331UTIL
THIS AGREEMENT is made and entered into as of the (, 1 l-\day of
C)ee-«:-:bo, hex-. 2023. by and between 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,
California, hereinafter referred to as "CMWD", and Badger Meter. Inc .. a Wisconsin corporation,
hereinafter referred to as "Seller."
RECITALS
A.The parties to this Agreement will purchase from Seller and Seller will sell to CMWD,
Domestic Service Cold Water Meters 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 No. RFB24-2225UTIL. 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.
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 two (2) years from the date first above
written. The Executive Manager may amend the Agreement to extend it for three (3) additional one (1)
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year periods or parts thereof in an amount not to exceed one hundred fifty thousand ($150,000) per
Agreement year. If CMWD elects to extend the Agreement, the costs of services may be increased
according to the San Diego Region Consumer Price Index. Extensions will be based upon a satisfactory
review of Contractor's performance, CMWD needs, and appropriation of funds by CMWD Board. The
parties will prepare a written amendment indicating the effective date and length of the extended
Agreement.
4.Compensation. The total amount for the purchase of Domestic Service Cold Water Meters over
the two (2) year period shall not exceed three hundred thousand dollars ($300,000). The annual amount
for all purchases will not exceed one hundred fifty thousand dollars ($150,000) per Agreement year during
the initial two (2) year. CMWD reserves the right to withhold a ten percent {10%} retention until CMWD
has accepted the work and/or Services specified in Exhibit "A".
5.Termination. CMWD may terminate this Agreement at any time with thirty (30) days written
notice to Seller. Seller may terminate this Agreement at any time with ninety (90) days written notice to
CMWD.
6.Delivery.
6.1. The delivery for purchase orders placed pursuant to this Agreement shall be as specified
in the City's purchase order.
6.2. Time is of the essence on orders and delay in delivery will cause injury to the Buyer. Should
the Seller be obstructed or delayed in the production or delivery of Product(s) required hereunder by any
act or omission of the CMWD or by strikes, and act of God, or by no fault of the Seller in its ability to obtain
materials ("Delaying Event"), then the time for delivery of the order shall be extended for such period as
may be either agreed to between Seller and City or equal to the period of time of the Delaying Event.
6.3. Notwithstanding any other provision of this Agreement, if delivery cannot be made within
the stated time in Exhibit "A", Buyer may, upon knowledge of the fact and regardless whether or not the
delay would be excusable, terminate the purchase order by written notice to Seller. The termination shall
be without cost to Buyer and shall discharge all obligations and liabilities of the Buyer/Seller under the
purchase order except as to Products previously delivered and accepted by Buyer.
7.Passage of Title and Risk of Loss. Unless otherwise specified in a particular purchase order placed
pursuant to this Agreement, title to and risk of any loss of or damage to the Products shall pass from Seller
to Buyer when the Products are accepted in writing by the Buyer using a shipping acknowledgement form
submitted by the Seller with each shipment.
8.Inspection of Product. Seller shall inspect and test all Products prior to shipment to Buyer. In
addition, all Products shall be subject to final inspection and acceptance by Buyer at Buyer's facility. Final
inspection and acceptance or rejection will be made by Buyer within thirty (30) days after receipt of
Products, and failure of Buyer to reject any Product within thirty (30) days after receipt shall constitute
acceptance. Should Buyer reject any Product for failure to conform to the requirements of a purchase
order, Buyer shall notify Seller in writing of the rejection, giving detailed reasons for the rejection and the
Product may be returned in accordance with the Seller's standard warranties for such Project.
9.Warranty. Seller warrants to Buyer that all Products delivered under this Agreement shall be free
from defects in materials and workmanship and are warranted in accordance with the Seller's standard
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warranties which shall apply and govern. In addition, Seller warrants that all Products will, at the time of
deliver, be free from any security interest or other lien or encumbrance.
10.Indemnification. Seller agrees to indemnify and hold harmless CMWD and the City of Carlsbad
and its officers, officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys' fees arising out of the performance of the work described herein caused by
any willful misconduct or negligent act or omission of the Seller, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of
Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self-administered
workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
11.Insurance. Seller will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may arise out
of or in connection with performance of the services by Seller or Seller's agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X";
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
11.1 Coverages and Limits. Seller will maintain the types of coverages and minimum limits indicated
below, unless Risk Manager or Executive Manager approves a lower amount. These minimum amounts of
coverage will not constitute any limitations or cap on Seller's indemnification obligations under this
Agreement. CMWD, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Seller pursuant to this Agreement are adequate to protect Seller. If
Seller believes that any required insurance coverage is inadequate, Seller will obtain such additional
insurance coverage, as Seller deems adequate, at Seller's sole expense. The full limits available to the
named insured shall also be available and applicable to CMWD as an additional insured.
11.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence
for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits,
general aggregate limits will apply separately to the work under this Agreement or the general aggregate
will be twice the required per occurrence limit.
11.2. Additional Provisions. Seller will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
11.2.1 A "Blanket" Additional Insured Endorsement (a/k/a "automatic additional insured
endorsement"), attached to the Commercial General Liability policy covering premises liability, ongoing
operations, product liability, and completed operations is required.
11.2.2 Seller will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
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11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without renewal or materially changed without thirty (30) days prior written to
notice to CMWD from Seller sent by certified mail pursuant to the Notice provisions of this Agreement.
11.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this
Agreement, Seller will furnish certificates of insurance and endorsements to CMWD.
11.4 Failure to Maintain Coverage. If Seller fails to maintain any of these insurance coverages, then
CMWD will have the option to declare Seller in breach or may purchase replacement insurance or pay the
premiums that are due on existing policies in order to maintain the required coverages. Seller is
responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect
these payments from Seller or deduct the amount paid from any sums due Seller under this Agreement.
12.Notices. All notices and other communications require or authorized under this Agreement shall
be given in writing either by personal delivery or by first class mail addressed to the respective party.
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of CMWD and on behalf of Seller under this Agreement are:
For City: For Seller:
Name Eric Sanders Name Rachel Meyer
Title Utilities Manager, Water Title Project Manager
Dept Public Works Utilities Address 4545 W. Brown Deer Road
Carlsbad Municipal Water District Milwaukee, Wisconsin 53223
Address 5950 El Camino Real Phone 800-876-3837
Carlsbad, CA 92008 Email proposals@badgermeter.com
Phone 7 60-802-8299
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
13.Compliance with Laws. Seller will comply with all applicable local, state and federal laws and
regulations prohibiting discrimination and harassment and, if required, will obtain and maintain a City of
Carlsbad Business License for the term of this Agreement and any amendments to the Agreement.
14.Claims and Lawsuits. By signing this Agreement, Seller agrees it may be subject to civil penalties
for the filing of false claims as set forth in the California False Claims Act, Government Code sections
12650, et seq .. and Carlsbad Municipal Code sections 3.32.025 et seq. Seller further acknowledges that
debarment by another jurisdiction is grounds for CMWD to terminate this Agreement.
15.Venue and Jurisdiction. Seller agrees and stipulates that the proper venue and jurisdiction for
resolution of any disputes between the parties arising out of this Agreement is the Superior Court of
California, County of San Diego, California.
16.Assignment. Seller may not assign this Agreement or any part of it, nor may it assign any monies
due or that may become due under it, without the prior written consent of CMWD.
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17.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.
18.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.
[signatures on following page]
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Executed by Seller this __ 2_9_th __ day of ___ ....,_N"""o,...,_v-=e=m=b-=e,_r __ _,, 2023.
SELLER
BADGER METER, INC., a Wisconsin
Corporation
By:
By:
(sign here)
Kimberly K. Stoll,
Vice-President -Sales & Marketing
(print name/title)
(sign here)
Rachel J. Meyer,
Assistant Secretary & Proposal Lead
(print name/title)
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
::
•Gty o
�
Keith Blackburn, President
ATTEST:
W)v
Sherry Freisinger, Secretary
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
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
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 Public Agency organized under the Municipal Water Act of
1911, and a Subsidiary District of the City of Carlsbad
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
BY: �IA.A. f\tm.¥'-.,
Deputy General Counsel
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EXHIBIT "A"
TABLE 1
COST OF SERVICES
Domestic service cold water meters price sheet.
*Unit prices include all costs including shipping and tax@ 7.75%.
ITEM UNIT DESCRIPTION UNIT
NO. PRICE
1 EA 5/8" x 3/4" x 7 ½" E-Series Ultrasonic Meter $212.20
2 EA 3/4" x 3/4" x 9" E-Series Ultrasonic Meter $246.60
3 EA 3/4" x 3/4" x 7 1/2" E-Series Ultrasonic Meter $231.65
4 EA 1" x 10 3/4" E-Series Ultrasonic Meter $269.41
5 EA 1 1/2" x 13" E-Series Ultrasonic Meter $615.10
6 EA 2" x 17" E-Series Ultrasonic Meter $821.97
7 EA 1 1/2" x 13" Turbo Series T-160 Turbine Meter $1,128.03
8 EA 2" x 17" Turbo Series T-200 Turbine Meter $1,266.82
TOTAL NOT TO EXCEED PER AGREEMENT YEAR* $150,000
Bidder's Stated Delivery Time
Delivery: 180 business days after receipt of order.
Specifications and General Provisions
Specifications and general provisions as published in the Request for Bid Number RFB24-2225UTIL dated
July 10, 2023, titled "Domestic Service Cold Water Meters," and the Contractor's bid submitted are
incorporated herein by this reference.
TABLE 2
Spending authority will not exceed $300,000 over a 2 year period.
Year
1
2
Page 7
Spending Authority
$150,000
$150,000
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