HomeMy WebLinkAbout2021-04-20; Municipal Water District; Resolution 1651RESOLUTION NO. 1651
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD
MUNICIPAL WATER DISTRICT (CMWD) ACCEPTING BIDS AND AWARDING A
MASTER PURCHASE AGREEMENT TO ZENNER USA, INC. FOR PURCHASE OF
DOMESTIC SERVICE COLD-WATER METERS IN AN AMOUNT NOT TO EXCEED
$250,000
WHEREAS, the CMWD Board 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 Jan, 14, 2021, the city published a Notice Requesting Bids for multiple sizes of
domestic cold-water meters; and
WHEREAS, on Feb. 19, 2021, four 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, Zenner USA, Inc. received the highest best-value score for all meter sizes; and
WHEREAS, staff recommends award of a master purchase agreement with Zenner USA, Inc. as
the provider of the domestic service cold-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 terms for a total maximum term of
five years, in an amount not to exceed $250,000 per agreement year; and
WHEREAS, staff will encumber a portion of available funds for purchases in the current fiscal
year; and
WHEREAS, the city planner has determined that pursuant to Public Resources Code Section
21065, this action does not constitute a "project" within the meaning of the California Environmental
Quality Act (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 the environment, and therefore
does not require environmental review.
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NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District 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 Zenner USA, Inc. to provide for the purchase of domestic service cold water
meters in an amount not to exceed $250,000 annually, attached hereto as Attachment A.
3.That the Executive Manager may amend the Master Purchase Agreement with Zenner
USA, Inc. for three additional one-year terms after the initial two-year term, in an amount not to exceed
$250,000 per agreement year.
4.That the President of the Board is hereby authorized and directed to delegate
responsibility to the Executive Manager (or designee) to sign, for and on behalf of the Carlsbad
Municipal Water District, future project task descriptions and fee allotments issued under this Master
Purchase Agreement with Zenner USA, Inc.
PASSED, APPROVED AND ADOPTED at a Special Meeting of the Carlsbad Municipal Water
District Board of the City of Carlsbad on the 20th day of April, 2021, by the following vote, to wit:
AYES: Hall, Blackburn, Acosta, Bhat-Patel, Schumacher.
NAYS: None.
ABSENT: None.
MATT HALL, PRESIDENT
J )3/4c
BARBARA ENGLESON, SECKETARY
(SEAL)
April 20, 2021 Item #4 Page 5 of 13
MASTER PURCHASE AGREEMENT FOR DOMESTIC SERVICE COLD WATER METERS ZENNER USA, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2021, 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, hereinafter referred to as "CMWD", and ZENNER USA, INC., a California 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 #RFB21-1371UTIL. 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) year periods or parts thereof in an amount not to exceed two hundred fifty
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thousand dollars ($250,000) per Agreement year. If the City elects to extend the Agreement, the
costs of services may be increased according to the San Diego Region Consumer Price Index at not-to-exceed 2.5% per agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. 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 five hundred thousand dollars (500,000). The annual amount for all purchases will not exceed two hundred fifty thousand dollars (250,000) per Agreement year during the initial two (2) years. The City reserves the right to withhold a ten percent (10%) retention until City 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 City 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 forty-five (45) days after receipt of a purchase order, 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. Seller shall then have the option to repair or replace the nonconforming Product within ten (10) days at Buyer’s designated delivery facility. If Seller fails to act to correct any nonconforming Product within this time period, then Buyer may
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return any nonconforming Product(s) to Seller. Rejected items to be returned to Seller shall be
shipped at Seller’s risk and expense.
9. Warranty. Seller warrants to Buyer that all Products delivered under this Agreement shall be free from defects in materials and workmanship, that all Products will conform to the
requirements of the order including, but not limited to, the applicable descriptions, specifications, and drawings agreed to by the parties and, to the extent the items are not manufactured pursuant to detailed designs furnished by Buyer, that all Products will be free from defects in design and
suitable for the intended purposes. 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. 10.1 Coverages and Limits. Seller will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City 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. City, 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 the City as an additional insured. 10.1.1 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.
10.2. Additional Provisions. Seller will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
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10.2.1 CMWD will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City. 10.2.2 Seller will obtain occurrence coverage, excluding Professional Liability,
which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD’s execution of this Agreement, Seller will furnish certificates of insurance and endorsements to CMWD. 10.4 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 CMWS may collect these payments from Seller or deduct the amount paid from
any sums due Seller under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and endorsements. 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 City and on behalf of Seller under this Agreement are: For City: For Seller:
Name Mario Remillard Name Rich Sanders
Title Meter Services Supervisor Title President
Dept Utilities Address 15280 Addison Road, Suite 240
CITY OF CARLSBAD
Addison, TX 75001
Address 5950 El Camino Real Phone 772-285-1035
Carlsbad, CA 92008 Email rsanders@zennerusa.com
Phone 760-603-7343
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.
1. 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.
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2. 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.
3. 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.
4. 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.
5. 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.
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6. 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___________ day of _______________________, 2021.
SELLER CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of
Carlsbad
ZENNER USA, INC., a California Corporation
By: By:
(sign here) MATT HALL President
(print name/title) ATTEST:
By:
(sign here) 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, President, or Vice-President
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: CELIA A. BREWER, General Counsel BY: _____________________________ Assistant General Counsel
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EXHIBIT “A” TABLE 1 COST OF SERVICES Domestic service cold water meters manufactured and provided by Zenner USA.
ITEM NO. UNIT QTY DESCRIPTION UNIT
PRICE
1 EA 1 5/8” x 3/4” x 7 ½” Ultrasonic Meter $93.25
2 EA 1 3/4” x 3/4” x 9” Ultrasonic Meter $100.45
3 EA 1 3/4" x 3/4" x 7 1/2" Ultrasonic Meter $94.20
4 EA 1 1” x 10 3/4" Ultrasonic Meter $112.00
5 EA 1 1 1/2" x 13” Ultrasonic Meter $179.28
6 EA 1 2” x 17” Ultrasonic Meter $294.49
7 EA 1 1 1/2" x 13” Turbine Meter $310.48
8 EA 1 2” x 17” Turbine Meter $509.00
TOTAL NOT TO EXCEED COST PER AGREEMENT YEAR IS $250,000 Bidder’s Stated Delivery Time Delivery: 20 business days after receipt of order. Specifications and General Provisions
Specifications and general provision as published in the Request for Bid Number RFB21-1371UTIL dated February 12, 2021, titled “Domestic Service Cold Water Meters”, shall apply to this agreement. The Contractor’s bid response also applies.
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TABLE 2 Spending authority will not exceed $500,000 over a 2 year period. Year Spending Authority 1 $250,000 2 $250,000
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