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Res No. 36-18 --- _ --- ... _ - ----= ---- RESOLUTION NO. 36-18 A RESOLUTION OF THE CITY OF DELRAY BEACH, FLORIDA APPROVING AN AGREEMENT WITH BADGER METER, INC. DBA NATIONAL METER AND AUTOMATION FOR BADGER METER, INC. PRODUCTS AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND TAKE ALL ACTIONS NECESSARY TO EFFECTUATE THIS AGREEMENT; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. WHEREAS,the City of Delray Beach (City) is authorized to enter into agreements to provide services,programming and products in accordance with its Charter;and WHEREAS,the City requires Badger Meter, Inc. products;and WHEREAS,the City desires to enter into an agreement with Badger Meter, Inc. DBA National Meter and Automation for Badger Meter,Inc. products;and WHEREAS,the City Commission deems approval of this Resolution to be in the best interest of the health, safety,and welfare of the residents and citizens of the City of Delray Beach and the public at large. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH,FLORIDA,AS FOLLOWS: Section 1. The foregoing recitals are hereby affirmed and ratified. Section 2. The City Commission of the City of Delray Beach has reviewed and hereby approves this Agreement between the City and Badger Meter,Inc.DBA National Meter and Automation, which is attached to this resolution as Exhibit A. II Section 3. The City Commission authorizes the City Manager to execute the Agreement and any amendments and/or renewals thereto, and take any other actions necessary to effectuate this Agreement. Section 4. This Resolution shall become effective immediately upon adoption. PASSED AND ADOPTED in regular session on the day of d ,2018. ATTEST M A Y Katerti Johnson, C4 Clerk o ala�t d Approve as, d legfic�i � c R. Ma Lohman, orney 2 CS2018-001 Agreement National Meter and Automation Exhibit A to Resolution No.36-18 AGREEMENT THIS AGREEMENT is made by and between the City of Delray Beach, a Florida municipal corporation (hereinafter referred to as "City"), whose address is 100 NW 1st Avenue, Delray Beach, FL 33444 and Badger Meter Inc. DBA National Meter and Automation, a Florida Corporation (hereinafter referred to as "Contractor"), whose address is 2501-A Merchant Ave., Odessa, Florida 33556, this � V` day of �� � ��.� , 2018. WHEREAS, the City desires to purchase Badger Meter, Inc. products; and WHEREAS, in the past five years, the City has invested over Eight Million dollars ($8,000,000.00) to install water metering technology from Badger Meter products. As a result, the City has determined that water metering technology products from Badger Meter, Inc are the City Standard; and WHEREAS, Contractor is approved as the sole distributor of water metering technology products from Badger Meter, Inc; and WHEREAS, the City desires to procure these services from Contractor, utilizing the City's City Standard policy, subject to the terms and conditions of this Agreement, the City's Purchasing ordinance, and Florida law; and WHEREAS, the Contractor agrees to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration of which the parties hereto acknowledge, the parties agree as follows: 1 The above recitals are true and correct and are incorporated herein by reference. 2 The Contractor shall provide to the City products made by Badger Meter, Inc. , in accordance with and pursuant to Contractor's proposal, attached hereto and incorporated herein as Exhibit A, and the terms and conditions of this Agreement. 3 The City shall pay the Contractor in accordance with the pricing schedule incorporated in Exhibit A. 4 This Agreement is in full force and effect upon full execution by the City and shall terminate on March 8, 2020, unless renewed for one additional two-year term. The renewal term shall be subject to City re-approving Contractor as the sole distributor of water meteing technology products from Badger Meter, Inc, pursuant to City's Purchasing Policies and Procedures. CS2018-001 Agreement National Meter and Automation Exhibit A to Resolution No.36-18 5 The City, at its sole discretion, reserves the right to terminate this Agreement with or without cause immediately upon providing written notice to Contractor. Upon receipt of such notice, the Contractor shall not incur any additional costs under the Agreement. The City shall be liable only for reasonable costs incurred by Contractor prior to the date of the notice of termination. The City shall be the sole judge of"reasonable costs." 6 The Contractor shall indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense, which the City or its officers, employees, agents, or instrumentalities may incur as a result of claims, demands, suits, causes of actions, or proceedings of any kind or nature arising out of, relating to, or resulting from the performance of the agreement by the Contractor or its employees, agents, servants, partners, principals, or subcontractors. The Contractor shall pay all claims and losses in connection therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may be incurred thereon. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless, and defend the City or its officers, employees, agents, and instrumentalities as herein provided the obligations of this section shall survive the term of this Agreement. 7 Whenever either Party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the Parties designate the following: For CITY: City of Delray Beach 100 N.W. 1st Avenue Delray Beach, Florida 33444 Attn: City Manager With copy to: City of Delray Beach 100 N.W. 1st Avenue Delray Beach, Florida 33444 Attn: City Attorney CS2018-001 Agreement National Meter and Automation Exhibit A to Resolution No.36-18 For CONTRACTOR: National Meter and Automation 2501-A Merchant Ave. Odessa, Florida 33556 Attn: Steve Portlance, President 8 Neither this Agreement nor any right or interest herein shall be assigned, transferred, or encumbered without the written consent of the other Party. 9 This Agreement shall be construed in accordance with the City of Delray Beach's Code of Ordinances and the laws of the State of Florida. Any dispute relating to this Agreement shall only be filed in a court of competent jurisdiction in Palm Beach County, Florida, and each of the parties to this Agreement submits itself to the jurisdiction of such court. 10 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT CITY OF DELRAY BEACH, CITY CLERK, 100 N.W. IST AVE., DELRAY BEACH FLORIDA. THE CITY CLERK'S OFFICE MAY BE CONTACTED BY PHONE AT 561-243-7050 OR VIA EMAIL AT _CI TY LE L RAY B EAC H. a. Contractor shall comply with public records laws, specifically to: i. Keep and maintain public records required by the City to perform the service. ii. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Statute or as otherwise provided by law. iii. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the City. iv. Upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the CS2018-001 Agreement National Meter and Automation Exhibit A to Resolution No.36-18 Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. V. If the Contractor does not comply with this section, the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. Contractor is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Contractor and its subcontractors and lower tier subcontractors. Contractor understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Contractor or its subcontractors and lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement justifying its termination. 11 Contractor is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract, and may demand and obtain records and testimony from Contractor and its subcontractors and lower tier subcontractors. Contractor understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Contractor or its subcontractors and lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement justifying its termination. 12 The continuation of this Agreement beyond the end of any fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Florida law. 13 The documents listed below are a part of this Agreement and are hereby incorporated by reference. In the event of inconsistency between the documents, unless otherwise provided herein, the terms of the following documents will govern in the following order of precedence: a. Terms and conditions as contained in this Agreement. b. The City's purchase order terms and conditions. C. Any subsequent information submitted by Contractor during the evaluation and negotiation process. CS2018-001 Agreement National Meter and Automation Exhibit A to Resolution No.36-18 IN WITNESS WHEREOF, the City and the Contractor executed this Agreement as of the day and year first above written. ATTEST: CITY OF DELRAY BEACH z Z'L By: zzzzll e —419462 Katerri Johnson, Cl Clerk Mark R. Lauzier, ity Manager Appro .............. r and I al 011 R. Mo LohmanCit orney CONTRACTOR ur Baa.ger.Meter, Inc. DBA National Meter & Autoniation C� Korrine L. Flerning By: 0 TA f� Print Name: .17 % ':3 Title: Assistant Seci-etarY(� C" (SEAL) W C' WISCONSIN STATE OF FLORIDA COUNTY OF -PASC-0 MILWAUKEIE The foregoing instrument was acknowledged before me this 2 1 day of A V 1Z 20 18, by Korrine L. FleTning 7 as A-ssisLanl Secretary _ (name of officer or agent, title of officer or agent), of Badger Meter,Inc DBA (name of corporation acknowledging), a Wisconsin (state or place of incorporation) corporation, on behalf of the corporation. He / She is personally known to me or has produced Lersonal. rec222jjj2L_ (type of identification) as identification. Notary Public---/State of Flo-rida W'isconsi I n V le - ----------- ..........-.......................................................................- ...... . rri),Cornii,iission expires VO/-U I O-V V I NLY.I CCI I ICI IL National Meter and Automation Exhibit A to CS2018-001 Agreement Exhibit A to Resolution No.36-18 ' Q' N AT I ---- METER METER&AUTOMATION 2501.Merchant Avc I Odessa,FL.B556 0727-375-9701 April 23, 2o18 From: National Meter and Automation Re: Contract pricing for Badger Water Meters with Orion radios National Meter and Automation will make every effort to deliver all items listed on Exhibit A within a thirty day time frame. If partial shipments are made National Meter and Automation will expedite the balance due in a timely manner. Delivery of all items listed on Exhibit A will be delivered FOB to the City of Delray Beach when the purchase order dollar amount exceeds two thousand dollars. Additionally, items not listed on Exhibit A will include a shipping and handling fee. b�t7olly�7wrlr=clrfislrf�u(or'cP Badger Meter CS2018-001 Agreement National Meter and Automation Exhibit A to CS2018-001 Agreement Exhibit A to Resolution No. 36-18 EXHIBIT "A"' AUTOMATED METER READING FEE SCHEDULE MODEL DESCRIPTION UNIT OF MEASURE UNIT PRICE ALL METERS AND RETROFITS: SE Network Radio Adder for All 1 Meters and Retrofits Each 30.00 Cellular Radio Adder for All Meters 2 and Retrofits Each 45,00 METER TYPE: DISPLACEMENT METERS NFS STANDARDS 3 MODEL 25 HRE CE Radio Meter, 5/8"x 3/4" Each 152.23 4 MODEL 35 HRE CE Radio Meter, 3/4" Each 201.73 5 MODEL 55 HRE CE Radio Meter, 1" Each 230.10 6 MODEL 120 HRE CE Radio Meter, 1 1/2" Each 381.41 7 MODEL 170 HRE CE Radio Meter, 2" Each 491.00 8 MODEL 25 HRE CE Radio Reclaim 5 8"x 3/4" Each 157.38 9 MODEL 35 HPE, CE Radio Reclaim 3/4" Each 206,88 10 MODEL 55 HRE CE Radio Reclaim 1" Each 235,25 11 MODEL 120 HRE CE Radio Reclaim 1 1/2" Each 386,56 12 MODEL 170 FIRE CE Radio Reclaim 2" Each 496.15 13 HRE CE Retro Fitting, 5/8"x 3/4" Each 129.57 14 HRE CE Retro Fitting, 314" Each 130,96 15 HRE CE Retro Fitting, 1" Each 133.39 16 HRE CE Retro Fitting, 1 1/2" Each 135.65 17 HRE CE Retro Fitting, 2" Each 137.76 METER TYPE 2: COMPOUND METERS NFS STANDARDS 18 EB2 HRE CE Radio Meter, 2" Each 1,687.91 19 EB2 HRE CE Radio Meter, 3" Each 1,851.43 20 EB2 HRE CE Radio Meter, 4" Each 2,249.11 21 EB2 HRE CE Radio Meter, 6" Each 3f893.09 22 RCDL COMBO EB2 HRE CE Radio Meter,8" Each 5,083-57 23 HRE CE Retro Fitting, 2" Each 297.16 24 HRE CE Retro Fitting, 3" Each 299.32 25 HRE CE Retro Fitting, 4" Each 30158 26 HRE CE Retro Fitting, 6" Each 303.23 27 HRE CE Retro Fitting, 8" Each 305.19 METER TYPE 3:TURBINE METERS NFS STANDARDS T160 ELLIP TEST 28 PLUG HRE CE Radio Meter, 1 1/2" Each 522,06 T200 ELLIP TEST 29 PLUG HRE CE Radio Meter, 2" Each 581.44 30 T450 TEST PLUG HRE CE Radio Meter, 3" Each 680.62 31 T1000 TEST PLUG HRE CEL Radio Meter 4" Each 967.58 32 T2000 TEST PLUG HRE CE Radio Meter, 6" Each 1,734.42 t CS2018-001 Agreement National Meter and Automation Exhibit A to CS2018-001 Agreement Exhibit A to Resolution No. 36-18 EXHIBIT "'A" AUTOMATED (METER READING FEE SCHEDULE UNIT OF ITEMF MODEL DESCRIPTION MEASURE UNIT PRICE METER TYPE 3.TURBINE METERS NFS STANDARDS Continued T3500EB2 TEST 33 PLUG HRE CE Radio Meter, 8" Each 2,057.43 T5500EB2 TEST 34 PLUG HRE CE Radio Meter, 10" Each 3,769.80 . T160 ELLIP TEST HRE, CE, Reclaim Radio Meter, 1 35 PLUG 112'r Each 527.21 T20ORR BRZ ELLIP 36 TEST PLUG HRE CE Reclaim Radio Meter, 2" Each 586.59 T450RR BRZ TEST 37 PLUG HRE CE Reclaim Radio Meter3" Each 685.77 T1000RR BRZ 38 TEST PLUG HRE CE Reclaim Radio Meter, 4" Each 972,73 T200ORR BRZ TEST 39 PLUG HRE CE Reclaim Radio Meter, 6". Each 1,738.54 T350ORR BRZ TEST 40 PLUG HRE CE Reclaim Radio Meter, 8" Each 2,062.S8 T5500RR BRZ TEST 41 PLUG HRE CE Reclaim Radio Meter, 10" Each 3,795.55 42 HRE CE Retro Fitting, 1 1/2" Each 147.91 43 HRE CE Retro Fitting, 2" Each 149.45 44 HRE CE Retro Fitting, 3" Each 151,82 45 HRE CE Retro Fitting, 4" Each 153.83 44 HRE CE Retro Fitting,-6" Each 156.05 45 HRE CE Retro Fitting, 8" Each 158.05 46 HRE CE Retro Fitting, 10" Each 160.68 47 HRE CE Universal Radio 1 1/2" Each 106.09 48 HRE CE Universal Radio 2" Each 106.09 49 HRE CE Universal Radio 3" Each 106.09 50 HRE CE Universal Radio 4" Each 106.09 51 HRE CE Universal Radio 6" Each 1.06,09 52 HRE CE Universal Radia 8" Each 106.09 53 HRE CE Universal Radio 10" Each 111.24 External Strainers, 2" 54 Includes studs nuts andgaskets) Each 279.03 External Strainers, 3" 55 Includes studs nuts and askets Each 417.87 56 External Strainers,4" Includes studs nuts andgaskets) Each 1 544.61 External Strainers, 6" 57 (Includes studs, nuts, and gaskets) Each 741.09 CS2018-001 Agreement National Meter and Automation Exhibit A to CS2018-001 Agreement Exhibit A to Resolution No.36-18 EXHIBIT "A" AUTOMATED METER READING FEE SCHEDULE UNIT OF ITEM MODEL DESCRIPTION MEASURE UNIT PRICE External Strainers, 8" 5$ includes studs nuts andgaskets) Each 1,128,88 External Strainers, 10" 59 Includes studs,,nuts andgaskets) Each 1 2,029.10 METER TYPE 4: UL FM APPROVED FIRE SERVICE METERS WITH BY-PASS NFS STANDARDS 60 FSAA HRE CE Radio Meter, 4" Each 5,429,13 61 FSAA HRE CE Radio Meter, 6" Each 7,340.81 62 FSAA HRE CE Radio Meter. 8" Each 9,111,313 63 FSAA HRE CE Radio Meter, 10" Each 12 782.30 64 FSAA HRE CE Radio Meter 12" Each 14 387.04 65 HRE CE Retro Fitting, 4" Each 301.58 66 HRE CE Retro Fitting, 6" Each 303.23 67 HRE CE Retro Fitting, 8" Each 305,19 68 HRE CE Retro Fitting, 10" Each 307.15 69 HRE CE Retro Fitting, 12" Each 307,15 70 HRE CE Universal Radio 10" Each 212.18 71 1 HRE, CE Universal Radio f.2" Each 212.1$ 72. 1 Fire Hydrant Meter, 3" Each 643.24 E-SERIES ULTRASONIC METER ANSI NFS STANDARDS 73 MODEL E SERIES HRE CE Radio Meter, 5/8"x 3/4" Each 248.23 74 MODEL E SERIES HRE CE Radio Meter, 3/4" Each 265.74 75 MODEL E SERIES HRE CE Radio Meter, 1" Each 298.70 76 MODEL E SERIES I HRE CE Radio Meter, 1 1/2" 1 Each 477,92 77 MODEL E SERIES HRE CE Radio Meter, 2" Each 694,22 READING AND PROGRAMING EQUIPMENT Trimble handheld W/Orion FHSS receiver, charging cradle and power 78 Trimble Handhelds cord Each 5,953,40 79 SE Gateways Orion 2-way Network Gateways Each 4,614.40 Panasonic Toughbook w/GPS $0 Mobile Laptop mapping Each 14 570.38 81 ME/SE Transceiver Orion 2-way mobile transceiver Each 3,234.20 82 Software Data Profile ReHREr Software Each 1,009.40 METER TYPE; DISPLACEMENT METERS NFS STANDARDS ITRON HRE, Radio Meter, 5/8"x 3/4" 83 w/Itron Connector Each 95.69 HRE, Radio Meter, 3/4"w/Itron 84 Connector Each 148,58 HRE, Radio Meter, 1"w/Itron 85 Connector Each 166.55 HRE, Radio Meter, 1 1/2"w/Itron 86 Connector Each 339,44 CS2018-001 Agreement National Meter and Automation Exhibit A to CS2018-001 Agreement Exhibit A to Resolution No. 36-18 EXHIBIT "ase AUTOMATED T READING FEE SCHEDULE UNIT OF ITEM MODEL DESCRIPTION MEASURE UNIT PRICE HRE, Radio Meter, 2"w/Itron 87 Connector Each 479.52 HRE, Retro Fitting, 5/8"x 3/4" 88 w Itron Connector Each 69.22 HRE, Retro Fitting,3/4"w/Itron 89 Connector Each 70.09 METIER TYPE: DISPLACEMENT METERS NFS STANDARDS ITRON Continued HRE, Retro Fitting, 1"w/Itron 90 Connector Each 70.97 HRE, CE, Retro Fitting, 1 1/2" 91 w Itron Connector ' Each 75.29 HRE, CE, Retro Fitting, 2"w/Itron 92 Connector Each 76.22 METER TYPE 2: COMPOUND METERS NFS STANDARDS ITRON HRE, Radio Meter, 2"w/Itron 93 Connector Each 1,822.95 HRE, Radio Meter, 3"w/Itron 94 Connector Each 1,999.54 HRE, Radio Meter, 4"w/Itron 95 Connector Each 2,435.74 HRE, Radio Meter, 6"w/Itron 96 Connector Each 3,884.65 HRE, Radio Meter, 8"w/Itron 97 Connector Each 51490.21 HRE, Retro Fitting, 2"w/Itron 98 Connector Each 182,00 HRE, Retro Fitting, 3"w/Itron 99 Connector Each 183,96 HRE, Retro Fitting, 4"w/Itron 100 Connector Each 185.92 HRE, Retro Fitting,.6"w/Itron 101 Connector Each 187.87 HRE, Retro Fitting,8"w/Itron 102 Connector i Each 1 189.83 METER TYPE 3:TURBINE METERS NFS STANDARDS ITRON HRE, Radio Meter, 1 1/2"w/Itron 103 Connector Each 555,79 HRE, Radio Meter, 2"w/Itron 104 Connector Each 630.36 HRE, Radio Meter, 3"w/Itron 105 Connector Each 737,94 HRE, Radio Meter, 4"w/Itron 106 Connector Each 1,089.89 HRE, Radio Meter, 6"w/Itron 107 Connector Each 1,917.35 HRE, Radio Meter, 8"w/Itron 108 Connector Each 2,263.17 HRE, Radio Meter, 10"w/Itron 109 Connector Each 3,816.77 HRE, Retro Fitting, 1 1/2"w/Itron 110 Connector Each 89.87 HRE, Retro Fitting, 2"w/Itron 111 Connector Each 90.85 CS2018-001 Agreement National Meter and Automation Exhibit A to CS2018-001 Agreement Exhibit A to Resolution No. 36-18 EXHIBIT a"A" AUTOMATED METER READING FEE SCHEDULE UNIT OF ITEM MODEL DESCRIPTION MEASURE UNIT PRICE HRE, Retro Fitting, 3"w/Itron 112 Connector Each 91.82 HRE, Retro Fitting, 4"w/Itron 113 Connector Each 92.80 HRE, Retro Fitting, 6"w/Itron 114 Connector Each 93.78 HRE, Retro Fitting, 8"w/Itron 115 Connector Each 94.76 HRE, Retro Fitting, 10"w/Itron 116 Connector Each 105.58 METER TYPE 4:U1. FM APPROVED FIRE SERVICE METERS WITH BY-PASS NFS STANDARDS ITRON HRE, Radio Meter, 4"w/Itron 117 Connector Each 5,863.79 HRE, Radio Meter, 6"w/Itron 118 Connector Each 7,928.12 HRE, Radio Meter, 8"w/Itron 119 Connector Each 9,618.60 HRE, Radio Meter, 10"w/Itron 120 Connector Each 14 416.70 HRE, Retro Fitting,4"w/Itron 121 Connector Each 325.58 HRE, Retro Fitting, 6"w/Itron 122 Connector Each 327,54 HRE, Retro Fitting, 8"w/itron 123 Connector Each 329.65 HRE, Retro Fitting, 10"w/Irron 124 Connector Each 331.81 125 1 Bad er Portable Large Meter Tester Each 4,232.27 __[ER Resettable Register for Badger 126 Portable Large Meter Tester I Each 347.93