HomeMy WebLinkAboutC2023-110 - 6/13/2023 - Approved DocuSign Envelope ID:96475A40-E966-4C24-A59C-9CD072588627
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H SUPPLY AGREEMENT NO. 4458
Aclara Water MTU's
A''FIhPURP"Q
1852
THIS Aclara Water MTU's Supply Agreement ("Agreement") is entered into by and
between the City of Corpus Christi, a Texas home-rule municipal corporation ("City")
and Aclara Technologies, LLC ("Contractor'), effective upon execution by the City
Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Aclara Water MTU's in response to
Request for Bid No. SS - 4458 ("RFB"), which RFB includes the required scope of work
and all specifications and which RFB and the Contractor's bid response are
incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each
were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Aclara Water MTU's in accordance with the
attached Scope of Work, as shown in Attachment A, the content of which is
incorporated by reference into this Agreement as if fully set out here in its entirety.
"Goods," "products", and "supplies", as used in this Agreement, refer to and have
the same meaning.
2 Term. This Agreement is for one year. The parties may mutually extend the term of
this Agreement for up to two additional one-year periods ("Option
Period(s)"), provided, the parties do so in writing prior to the expiration of the
original term or the then-current Option Period.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$3,207,013.33, subject to approved extensions and changes. Payment will be
made for goods delivered and accepted by the City within 30 days of
acceptance, subject to receipt of an acceptable invoice. All pricing must be in
accordance with the attached Bid/Pricing Schedule, as shown in Attachment B,
the content of which is incorporated by reference into this Agreement as if fully
set out here in its entirety. Any amount not expended during the initial term or any
option period may, at the City's discretion, be allocated for use in the next option
period.
Invoices must be mailed to the following address with a copy provided to the
Contract Administrator:
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DocuSign Envelope ID:96475A40-E966-4C24-A59C-9CD072588627
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4, Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Name: Amanda Howard
Department: Corpus Christi Water
Phone: 361-826-1894
Email: AmandaC@cctexas.com
5. Insurance. Before performance can begin under this Agreement, the Contractor
must deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, Contractor shall provide the City with at least 20 days' advance
written notice of cancellation, material change in coverage, or intent not to
renew any of the policies. The City must be named as an additional insured.
Insurance requirements are as stated in Attachment C, the content of which is
incorporated by reference into this Agreement as if fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of products to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of products to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and products will remain with
the Contractor until such time as the products are delivered and accepted by the
City.
7. Inspection and Acceptance. City may inspect all products supplied before
acceptance. Any products that are delivered but not accepted by the City must
be corrected or replaced at no charge to the City provided that City notifies the
Contractor in writing within 20 days ("Acceptance Period") of Contractor
delivering the products to a particular place designated by the City. In the event
City does not notify Contractor on or before the expiration of the Acceptance
Period of the unacceptability of any delivered products, such products shall be
deemed to be acceptable to City, and such goods shall be warranted pursuant
to Paragraph 8.
Supply Agreement-Aclara Page 2 of 7
DocuSign Envelope ID:96475A40-E966-4C24-A59C-9CD072588627
a Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens orencumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator
10 Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City,which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such products in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
12 Subcontractors. In providing the Goods, Contractor will not enter into subcontracts
or utilize the services of subcontractors. For the avoidance of doubt, although a
contract manufacturer of Products is not deemed a subcontractor under this
Article, a contract manufacturer shall be considered an agent for purposes of this
Agreement and Contractor shall be responsible and liable for the acts and
omissions of such contract manufacturer.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14, Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
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DocuSign Envelope ID:96475A40-E966-4C24-A59C-9CD072588627
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes,
unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Amanda Howard
Title: Contracts/Funds Administrator
Address: 2726 Holly Road, Corpus Christi, TX 78415
Phone: 361-826-1894
Fax: (361) 826-4495
IF TO CONTRACTOR:
Aclara Technologies, LLC
Attn: Legal Department
77 Westport Plaza, Suite 500. St. Louis, MO 63146
Phone: 314-895-6425
Fax: N/A
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL
LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION
OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION BROUGHT BY A
THIRD PARTY ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS,
OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE,
INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS,
REASONABLE ATTORNEYS' FEES AND REASONABLE EXPERT WITNESS
FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN
CONNECTION WITH A BREACH OF THIS AGREEMENT WHICH RESULTS
IN DIRECT DAMAGES OR RESULTS FROM TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE
CONTRACTOR OR ITS EMPLOYEES OR AGENTS PROVIDED THAT: A. THE
CITY PROMPTLY NOTIFIES CONTRACTOR IN WRITING OF SUCH CLAIMS;
B. CITY FULLY COOPERATES WITH CONTRACTOR IN ASSISTING IN THE
DEFENSE OR SETTLEMENT OF SUCH CLAIMS; AND C. CONTRACTOR
Supply Agreement-Aclara Page 4 of 7
DocuSign Envelope ID:96475A40-E966-4C24-A59C-9CD072588627
SHALL INVESTIGATE SUCH CLAIMS AND HAS THE SOLE RIGHT TO
CONDUCT THE DEFENSE OF SUCH CLAIM OR TO SETTLE SUCH CLAIM.
CONTRACTOR SHALL DEFEND AT ITS OWN EXPENSE, WITH COUNSEL OF
ITS CHOOSING, BUT REASONABLY ACCEPTABLE TO THE CITY, ANY SUIT
OR ACTION BROUGHT AGAINST INDEMNITEES BASED UPON SUCH
CLAIMS.
18. Termination.
(A) (A)The City may terminate this Agreement for Contractor's failure to perform
the work specified in this Agreement. The City must give the Contractor 30 days'
written notice of the breach. If the Contractor has not cured within the 30-day
period, the City Manager may terminate this Agreement immediately thereafter.
(B) Alternatively, the City may terminate this Agreement for convenience upon
30 days advance written notice to the Contractor. The City may also terminate
this Agreement upon 24 hours written notice to the Contractor for failure to pay or
provide proof of payment of taxes as set out in this Agreement.
19. Limitation of Liability. Notwithstanding anything contained herein to the contrary,
the total aggregate liability of either Party for all liability arising out of or in
connection with the performance of its obligations under this Agreement shall be
limited to the aggregate sum of payments made by the City to Contractor under
this Agreement. IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL
DAMAGES OR FOR THE LOSS OF BENEFIT, PROFIT, REVENUE, OR DATA, EVEN IF THE
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
21) Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
21. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
Supply Agreement-Aclara Page 5 of 7
DocuSign Envelope ID:96475A40-E966-4C24-A59C-9CD072588627
22 Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor's bid response (Exhibit 2).
23. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
24, Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas.
25. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contractor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
26. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
(SIGNATURE PAGE FOLLOWS)
Supply Agreement-Aclara Page 6 of 7
DocuSign Envelope ID:96475A40-E966-4C24-A59C-9CD072588627
CONTRACTOR
D..acuSigned by:
Signature ��__
. 53474 F61 R5G54F4_.
Printed Name: Kumi Premathilake
Title: DVP AMI & Services
Date: 5/1/2023
CITY PF 9ORPUS CHRISTI
Docu PF y:
9,) Res. 033069
Authorized By
Josh ron ey
Interim Assistant Director, Contracts and ProcurementCouncil 6/13/2023
6/16/2023
Date:
DS
DS
APPROVED AS TO LEGAL FORM:
ocuSigned by:
6/15/2023
ssis an ity Attorney Date
ATTDESs geed by:
Attached and Incorporated by Reference: °
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule Rebecca Huerta
Attachment C: Insurance Requirements City Secretary
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1 : RFB No. 4458
Exhibit 2: Contractor's Bid Response
Supply Agreement-Aclara Page 7 of 7
DocuSign Envelope ID:96475A40-E966-4C24-A59C-9CD072588627
Attachment A: Scope of Work
1 . General Requirements/Background Information
Corpus Christi Water will be receiving water meter transmission units (MTUs)
and associated parts from the Contractor.
2. Scope of Work
A. The Contractor shall be responsible for supplying Corpus Christi Water
with MTUs and associated parts.
B. Quantities ordered for the items listed above will vary depending on the
necessity and urgency of the workload. Due to market price inflation
and fluctuations, a price increase of up to 5% per year, with prior
approval, will be added to each contract year.
3. Shipping and Returning
A. The Contractor shall be responsible for all shipping charges to Corpus
Christi Water. Corpus Christi Water shall be responsible for any shipping
charges for the return of units under warranty.
C. The Contractor shall ship items ordered to:
Corpus Christi Water
2726 Holly Road
Corpus Christi, TX 78415
4. Invoicinq
A. The Contractor shall submit an original invoice to:
City of Corpus Christi
Attn: Corpus Christi Water
P.O. Box 9277
Corpus Christi, TX 78469-9277
B. The Contractor shall also submit an electronic copy of the invoice to:
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......................................................................................
DocuSign Envelope ID:96475A4O-E966-4C24-A59C-9CDO72588627
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Aclara Pricing for the City of Corpus Christi(TX)
Aclara RF Water Hardware
Quote# 662023 Date: 3/13/2023
I
Item Description Part Number Qty Unit Price Extended Price Notes
1,4 WATER ENQPW(NT$
1.01 Water Meter 10TU-Encoder,Single Port,E.t.nd.dd Feng.,12'wire 3451-012-0BW 12,000 (78)
1.02 Wan.,Meter 10TU-Encoder,Single Port,Extended Feng.,3'N-,Canned.,Gable 3451-1O3-DBW 12,000 (78)
1.03 Wan.,Meter MTU-Encoder,Single Port,Pd Lid antenna,12'wire-extended range(ant.nna saki separately) 3451-012-DBW-A 1 (7,S)
1.04 Water Meter MTU-Encoder,Single Port,Pd Lid antenna,3Nm,—n-n., range(antenna saki separately) 3451-103-DBW-A 1 (7,S)
1.05 Water Meter 10TU-Encoder,Dual Port,12'wive-..t.nd.drang. 3452-012-0BW 1 (78)
1.00 Water Meter 10TU-Enc.der,Dual Port,3'Nm,—n-n., range 3452-1O3-DBW 1 (78)
1.07 Water Meter 10TU-Encoder,Dual Port,Pit Lid e nt.nn.,12'wire-extended r.ng.(ant.nna s aki s.p.,.t.10 3452-012-DBW-A 1 (78)
1.08 Water Meter MTU-Encoder,Dual Port,Pit Lid antenna,3'Nic—nnect.,-extended range(antenna saki separately) 3452-1O3-DBW-A 1 (7,S)
1.09 Water Meter MTU-S.n.s 3000 Pit Lid Ant.nna(10TU s aki s.p..t.1y) 073-0002 4 (78)
1.10 Water Meter MTU-Water MTU Antenna Mounting Kt'.Tab 109-10571-04 4 (78)
1.11 Aclara Water MTU-On demand 2'.Single Port,Encoder,F.—t.shutoff,12'wire-extended range 3451-012-0GVW 500 (7,S)
1.12 Z.-S-11Assembly STU/SS L.gg.,/Gable 4381 4381�0&fiOO-Z-11Z-02 100 (78)
1.13 Diehl F.—t.Disconnect SET V.1- 500 (/8)
1.14 Diehl F.—t.Disconnect SET V.1-end 3/4"Water Meter 500 (8)
1.15 Sanitary S ewer Overflow-Level 1 (78)
1.10 Sanitary S ewer Overflow-Al.- 1 (78)
1.17 Pressure Monitoring 1 (78)
UUMMURRIN
Subtotal: $3,207,013.33
Material Handling&Freight: Included
Grand Total: $3,207,013.33 (z 3 a s e)
DocuSign Envelope ID:96475A4O-E966-4C24-A59C-9CDO72588627
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General Note:This Proposal/puotation is basetl upon the terms antl contlitions set forth in the Aclara Stantlartl Terms antl Contlitions*1Sales for Equipment antl Certain Services 1111are available on Aclara',website at:
Any conflicting or atltlitional terms antl contlitions containetl in any resulting purchase ortler are hereby rejectetl unless agreetl to in writing by Aclara.
GENERAL
1 Pacing remains in effect for e penal of 90�eys fmm the date above.
2 The itemized pricing shown is based an quantities end,chatline,proposed herein any changes may rasa It in e pacing edjustm ant.Standalone pricing for each line item maybe provided upon request.
3 Total extended pace shown excludes any applicable Sales Tex.
4 In the event of unusual and significant fluctuation in commodities,freight,and/,i- gistics,Aclara reserves the Tight to adjust pacing with 30 days notice.
5 The above quote is valid for delNenes within 12 months only from the date above.
ENDPOINTS
6 Does natinclude the water—fie,.
7 Subject to 5%annual escalation starting year 2.
Fretl pu it—
Aclara Technologies LLC
469490-0021
DocuSign Envelope ID:96475A40-E966-4C24-A59C-9CD072588627
ATTACHMENT C
INSURANCE REQUIREMENTS
L CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this agreement until all insurance required has been obtained
and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency
to commence work until all similar insurance required of any subcontractor Agency has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates
of Insurance (COI)with applicable policy endorsements showing the following minimum coverage by an
insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional
insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation
is required on all applicable policies. Endorsements must be provided with COI. Project name and or
number must be listed in Description Box of COI. Regardless of any language in other portions of this
exhibit related to the other insurance types, only those coverages listed in the table below are required for
this agreement.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
Commercial General Liability Including: $1,000,000 Per Occurrence
1. Commercial Broad Form
2. Premises —Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager
with copies of all reports of any accidents within 10 days of the accident.
IL ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a
licensed insurance company. The coverage must be written on a policy and endorsements approved by the
Texas Department of Insurance. The workers' compensation coverage provided must be in an amount
sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly
met.
B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any
extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by
companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of
no less than A- VII.
C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the
address provided below within 10 days of the requested change. Contractor shall pay any costs incurred
resulting from said changes. All notices under this Article shall be given to City at the following address:
DocuSign Envelope ID:96475A40-E966-4C24-A59C-9CD072588627
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Contractor agrees that with respect to the above required insurance, all insurance policies are to
contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, volunteers, and elected representatives as additional
insured by endorsement, as respects operations, completed operation and activities of, or on behalf of,the
named insured performed under contract with the City, with the exception of the workers' compensation
policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi
where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of
the City; and
• Aclara will provide the City with at 20 days prior written notice of any, cancellation,non-renewal,material
change or termination in coverage and not less than 10 calendar days advance written notice for
nonpayment of premium.
E. Within 5 calendar days of a cancellation, non-renewal, material change or termination of coverage,
Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City
shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time
during this contract. Failure to provide and to maintain the required insurance shall constitute a material
breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any
insurance or policy endorsements to the extent and within the time herein required,the City shall have the
right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which
become due to Contractor hereunder until Contractor demonstrates compliance with the requirements
hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be
held responsible for payments of damages to persons or property resulting from Contractor's or its
subcontractor's performance of the work covered under this agreement.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any
insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations
under this agreement.
L It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this agreement.
2023 Insurance Requirements
Ins. Req. Exhibit 4-D
Contracts for General Services —Services Performed Offsite
01/01/2023 Risk Management—Legal Dept.
A TTA f%"°�ENT D
DocuSign Envelope ID:96475A40-E966-4C24-A59C-9CD072588627
Aclara®RF Water/Gas Warranties
1. Aclara® RF Water / Gas MTU Warranty. Aclara Technologies LLC one (1) year from the date of original product shipment ('Warranty
("Aclara")warrants to the original Purchaser of an Aclara RF Water or Period").
Gas Meter Transmission Unit("MTU")that the MTU shall be free from
defects in material and workmanship for a period of ten(10)years from Any Programmer manufactured by Aclara that, within the Warranty
the date of original product shipment("Warranty Period"). Period,fails as a result of a defect in material or workmanship,when
returned to Aclara,freight prepaid,will be repaired or replaced,at the
Any MTU manufactured by Aclara that,within Warranty Period,fails as option of Aclara,without charge to the Purchaser.A Programmer which
a result of a defect in material or workmanship,when returned to Aclara, has been repaired or replaced by Aclara will be returned to the
freight prepaid, will be repaired or replaced, at the option of Aclara, Purchaser by Aclara, freight prepaid. Aclara warrants replacement
without charge to the Purchaser. A MTU which has been repaired or Programmers for the longer of: (i)the remaining term of the Warranty
replaced by Aclara will be returned to the Purchaser by Aclara,freight Period applicable to the Programmer repaired or replaced,or(ii)ninety
prepaid.Aclara warrants replacement MTUs for the remaining term of (90)days from the date the repaired Programmer or its replacement is
the Warranty Period applicable to the MTU repaired or replaced. returned to Purchaser.
Subject to the limitations set forth herein,Aclara will replace any MTU 4. Software.All of the products set forth herein include software which is
that,after expiration of the Warranty Period but before the expiration of proprietary to Aclara and which is protected by United States Copyright
the twentieth(201h)full year after the date of original product shipment, Laws with which the Purchaser must comply. Purchaser has the right
fails as a result of a defect in material or workmanship. The price of to utilize the software in the product with the product, but Purchaser
replacement will be prorated in accordance with the following table may not disassemble,decompile,or modify the software.The software
based on the number years of service before failure: is confidential and the property of Aclara and shall not be disclosed to
others.
Years of Service Replacement Price Percentage
5. Return Material Authorization Process.The return of defective products
11 55% under a warranty claim must be returned in accordance with Aclara's
12 60% Return Material Authorization(RMA)Process.Please refer to the latest
13 65% process document posted to the Aclara customer portal at:
14 70% https:Haclaratech.force.com/login
15 75%
16 80% 6. Warranty Claim. The warranty remedies set forth herein shall be
17 85% contingent upon: (1) Purchaser providing written notice of a warranty
18 90% claim to Aclara within the applicable warranty period;and(2)Purchaser
19 95% returning the defective product to Aclara within sixty (60) days of
removal and in accordance with the RMA Process..
20 100%
7. Exceptions to Warranties.The following apply to all warranties offered
The price to replace a defective MTU will be calculated by multiplying to Purchaser by Aclara and set forth herein.
the applicable Replacement Price Percentage by the MTU price in a. All costs associated with the removal and/or reinstallation of a
effect at the time of replacement. defective product shall be the responsibility of the Purchaser.
b. The warranties set forth herein do not cover repairs or
The warranty offered to Purchaser shall only cover MTUs(i)configured replacements required as a result of misuse, mishandling,
to default factory settings (hourly readings and four(4)transmissions improper storage, accident, modification, improper operation,
per day), (ii)operated within standard operating conditions(averaging installation errors, meter failures,theft,vandalism,acts of god or
no more than two(2)on-demand or valve position change requests per repair by unauthorized personnel.
month,up to two(2)firmware downloads and one(1)full ninety-six(96) C. Aclara reserves the right to supply factory refurbished equipment,
day data log extraction over the life of the MTU),and (iii)was installed new equipment, or a newer model that provides equivalent or
and initiated within one(1)year of the date of original product shipment better performance.
date.
8. NO IMPLIED WARRANTIES. THE WARRANTIES CONTAINED
2. Aclara®RF DCU Warranty.Aclara warrants to the original Purchaser HEREIN ARE IN LIEU OF ALL WARRANTIES, EXPRESSED OR
of an Aclara RF Data Collection Unit("DCU")that the DCU shall be free IMPLIED,INCLUDING WARRANTIES FOR MERCHANTABILITY AND
from defects in material and workmanship for a period of one(1)year FITNESS FOR A PARTICULAR PURPOSE. THE LIABILITY OF
from the date of original product shipment("Warranty Period"). ACLARA SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF
ANY DEFECTIVE PRODUCT. IN NO EVENT SHALL ACLARA BE
Any DCU manufactured by Aclara that,within the Warranty Period,fails LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO
as a result of a defect in material or workmanship,will be repaired or SPECIAL,DIRECT,INDIRECT,INCIDENTAL,CONSEQUENTIAL,OR
replaced, at the option of Aclara, without charge to the Purchaser. PUNITIVE DAMAGES, RESULTING FROM PRODUCT
Aclara shall either: (1)Provide a return authorization to the Purchaser INSTALLATION, USE, REMOVAL OR REINSTALLATION. THE
to return the defective DCU for repair;or(2) Perform on-site repair of REMEDIES SET FORTH HEREIN ARE EXCLUSIVE, AND IN NO
the defective DCU, provided Purchaser pays all reasonable Aclara EVENT SHALL THE LIABILITY OF ACLARA EXCEED THE PRICE OF
travel expenses. Aclara will be responsible for cost inbound and THE PRODUCT ON WHICH SUCH LIABILITY IS BASED. THE
outbound freight when using shipping method of Aclara's choice. LIMITATION OF REMEDIES SET FORTH HEREIN IS IN
Purchaser must provide reasonable access to the DCUs and shall be RECOGNITION OF THE DIFFICULTIES OF PROOF OF LOSS AND
responsible for additional costs incurred should Aclara be prevented THE INCONVENIENCE AND NON-FEASIBILITY OF OTHERWISE
access at the scheduled time. MEASURING DAMAGES AND OBTAINING AN ADEQUATE
Aclara warrants replacement DCUs for the longer of:(i)the remaining REMEDY. THE WARRANTIES CONTAINED HEREIN MAY NOT BE
term of the Warranty Period applicable to the DCU repaired or replaced, ALTERED, AMENDED, OR MODIFIED, EXCEPT BY A WRITTEN
or (ii) ninety (90) days from the date the repaired DCU or its INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE
replacement is returned to Purchaser. OF ACLARA.
3. Aclara®RF Water/Gas Wireless Field Programming Coil Warranty.
Aclara warrants to the original Purchaser of an Aclara RF Water/Gas
Wireless Field Programming Coil("Programmer")that the Programmer
shall be free from defects in material and workmanship for a period of
Confidential&Proprietary 1 of 1 Revision A.12/10/19