HomeMy WebLinkAboutC2026-104 - 6/30/2026 - Approved SUPPLY AGREEMENT NO. 7251
Aclara Water Meter Transmission Units
THIS Aclara Water Meter Transmission Units 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 Meter Transmission
Units in response to Request for Bid No. SS-7251 ("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 shall provide Aclara Water Meter Transmission Units 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.
(A) The term of this Agreement is one year beginning on the date executed by
the City. The parties may mutually renew the term of this Agreement for up to two
additional one-year period(s) (each an "Option Term"), provided, the parties do
so in writing prior to the expiration of the original term or the then-current Option
Term.
(B) At the end of the term of this Agreement or the final Option Term, the
Agreement may, at the request of the City prior to expiration of the Term or final
Option Term, continue on a month-to-month basis for up to six months, with
compensation based on the applicable pro rata monthly amount of the total
amount stated in section 3 of this Agreement. The Contractor may opt out of this
continuing term by providing notice to the City at least 30 days prior to the
expiration of the Term or final Option Term. During the month-to-month term,
either party may terminate the Agreement upon 30 days' advance written notice
to the other party.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$3,1 10,850.00, subject to approved amendments and changes. Payment will be
Supply Agreement Standard Form Page 1 of 7
Approved as to Form: October 2025
made for goods delivered and accepted by the City within 30 days of
completion, subject to receipt of an acceptable invoice. All pricing must be in
accordance with the attached Quote/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.
Invoices must be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, TX 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:
Amanda Howard, Contracts/Funds Administrator
Corpus Christi Water
Phone: 361-826-1894
Email: AmandaC@corpuschristitx.gov
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, the COI must state that the City will be given at least 30 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.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. 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 shall 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 employee 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.
Supply Agreement Standard Form Page 2 of 7
Approved as to Form: October 2025
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 immediately at no charge to the City. If immediate
correction or replacement at no charge cannot be made by the Contractor, a
replacement product may be bought by the City on the open market and any
costs incurred, including additional costs over the item's bid price, must be paid
by the Contractor within 30 days of receipt of City's invoice.
8. 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 or encumbrances.
(B) The specific warranty provisions applicable to this Agreement are stated in
Attachment D, which is attached and incorporated by reference into this
Agreement as if fully set out here in its entirety. 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.
9. Quality/Quantity Adjustments. Any quantities indicated on Attachment B 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
Term. 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 the City's fiscal 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 that determination
and decision is within the City Council's sole discretion when adopting each
budget.
11. Independent Contractor. Contractor shall perform the work required by this
Agreement as an independent contractor and shall 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.
Supply Agreement Standard Form Page 3 of 7
Approved as to Form: October 2025
12. Subcontractors. In providing the goods, Contractor may not enter into
subcontracts or utilize the services of subcontractors.
13. Amendments. This Agreement may be modified only in writing executed by an
authorized representative of each party.
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.
15. Taxes. Reserved.
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, Contracts/Funds Administrator
Corpus Christi Water
2726 Holly Road, Corpus Christi, TX 78415
Phone: 361-826-1894
Fax: n/a
IF TO CONTRACTOR:
Aclara Technologies LLC
Attn: Tyler Simpson
77 Westport Plaza, Suite 500, St. Louis, MO 63146
Phone: 303-888-9313
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 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, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR
RESULTS FROM THE NEGLIGENT ACT, OMISSION, OR FAULT OF THE
CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT
Supply Agreement Standard Form Page 4 of 7
Approved as to Form: October 2025
ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO
THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED
THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND
PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND
EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID
LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE
INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS
SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF
THIS AGREEMENT.
18. Termination.
(A) Termination for Cause. The City may terminate this Agreement for
Contractor's failure to comply with any of the terms of this Agreement. The City
must give the Contractor written notice of the breach and set out a reasonable
opportunity to cure. If the Contractor has not cured within the cure period, the
City may terminate this Agreement immediately thereafter.
(B) Termination for Convenience. Alternatively, the City may terminate this
Agreement for convenience upon 30 days' advance written notice to the
Contractor. In the event of a termination for convenience, the Contractor shall
be compensated for all Services performed prior to the date of termination, and
the City shall have no further obligation to the Contractor
19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner's manual and/or preventative maintenance guidelines and
instructions, if any, for any equipment purchased by the City pursuant to this
Agreement. Contractor shall provide such documentation upon delivery of the
equipment and prior to receipt of the final payment by the City.
20. Limitation of Liability. The City's maximum liability under this Agreement is limited
to the total amount of compensation shown in section 3 of this Agreement. In no
event shall the City be liable for incidental, consequential, or special 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.
22. 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
Supply Agreement Standard Form Page 5 of 7
Approved as to Form: October 2025
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.
23. 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).
24. 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 law.
25. 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 forum and
venue for such disputes is the appropriate district or county court in Nueces
County, Texas. In accordance with Chapter 2271 , Texas Government Code, if this
contract has a value of $100,000 or more paid wholly or partly from public funds
and the Contractor has 10 or more full-time employees, Contractor verifies that
the Contractor does not boycott Israel and will not boycott Israel during the term
of this Agreement. In accordance with Chapter 2274, Texas Government Code,
Contractor verifies that the Contractor does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade
association and will not discriminate during the term of the Agreement against a
firearm entity or fire trade association. In accordance with Chapter 2276, Texas
Government Code, Contractor verifies that the Contractor does not boycott
energy companies and will not boycott energy companies during the term of this
Agreement.
26. Public Information Act Requirements. This clause applies only to agreements that
have a stated expenditure of at least $1 ,000,000 or that result in the expenditure
of at least $1 ,000,000 by the City. The requirements of Subchapter J, Chapter 552,
Government Code, may apply to this contract and the Contractor agrees that
the contract can be terminated if the Contractor knowingly or intentionally fails
to comply with a requirement of that subchapter.
27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
Supply Agreement Standard Form Page 6 of 7
Approved as to Form: October 2025
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
CONTRACTOR
Signature: Kumi Premathilake(Jul 15,2026 16:49:00 CDT)
Printed Name: Kumi Premathilake
Title: DVP AMI & Services
Date: 07/15/2026
T CORPUS CHRISTI
Clarissa Johnson
Interim Assistant Director, Contracts & Procurement
Res.033959 Authorized By
Date: 07/20/2026
Council 6/30/2026
Reviewed by:
aa�toit SWIM 07/14/2026 lv/�s$
Clayton mith(Jul 14,2026 11:09:47 CDT) RHSB
Contracts Manager Date
Approved as to form:
uazo-7V- •�--a.4 07/17/2026
EET=be undley(Jul 17,2 26 12:33:46 CDT)
Assistant City Attorney Date
rTLS is
Attached and Incorporated by Reference:
Attachment A: Scope of Work &cc4, H"rtry
Attachment B: Quote/Bid/Pricing Schedule Rebecca Huerta(Jul20,2026 16:02:29 CDT)
Attachment C: Insurance Requirements Rebecca Huerta
Attachment D: Warranty Requirements City Secretary
Incorporated by Reference Only:
Exhibit 1 : RFB No. SS-7251
Exhibit 2: Contractor's Bid Response
Page 7 of 7
Supply Agreement Standard Form
Approved as to Form: October 2025
ATTACHMENT A: SCOPE OF WORK
1. General Requirements/Background Information
The Contractor shall provide Meter Transmission Units (MTU) and associated
parts for Corpus Christi Water (CCW).
2. Scope
A. All MTU's will be ordered on an as-needed basis.
B. Quantities ordered for the items listed will vary depending on the necessity
and urgency of the workload. Due to market price inflation and fluctuations,
a 5% annual price increase, with prior approval, will be applied to each
contract year.
C. The Contractor shall be responsible for all shipping charges to CCW.
D. CCW shall be responsible for any shipping charges for the return of units
under warranty.
E. The Contractor shall ship items ordered to:
Corpus Christi Water
2726 Holly Road
Corpus Christi, TX 78415
F. The Contractor shall also submit an electronic copy of the invoice to:
CCWAccountsPayable@corpuschristitx.gov.
Page 1 of 1
m -
\ � - OD - -
» 2
] ) $ o
® + o a §
} kG LO
\ k � �
m
� k £ g
w , U �
/ \«
2 � k
\ ` \
k
2
» g %
'j o C
� Qm
� 0 }
m k & Q
. «
/7 .
U
/ -
k 2 /
\ \ \ \ \ \ ELU
\ \ \
-
-
\ \ \ \ \ \ \ \ Cl-
-0 CO
- - - - - - }
\ \ \ \ \ \ \ \ \ \ \ \ f !
k \ \ \ \ \ \ \ \ \ \ } \ \
°
|
2
- }
Z
O )
� ®
cn f /
Y) * $
�
_Z
� - \
CL :
§ §
oo
o
} k \ )
} \
m
�
) _ - _ ) / ƒ m §
f #
\
k \ \
w : : : a z , : _ t 3 ; §
" � , , , _ _ � _ , E - ■ 9 �
Attachment C: Insurance Requirements
The City's Legal Department has recommended there be no insurance requirements for
this scope of work. Purchase Contracts - Supply Agreements - Equipment Leases -
Goods or Equipment Delivered to City Other Than Hazardous Chemicals.
Page 1 of 1
Attachment D: Warranty Requirements
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://aclaratech.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