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HomeMy WebLinkAboutC2016-595 - 12/20/2016 - Approved 63. ,� $ Alh :,-;,-- 1 1 Isi 4)--2! SUPPLY AGREEMENT NO. 983 0 1152 Water Meters for Utilities Department THIS Water Metters for Utilities Department Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Neptune Technology Group, Inc. ("Supplier"), effective for all purposes upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Water Meters for Utilities Department in response to Request for Bid No. n/a ("RFB"),which RFB includes the required scope of work and all specifications and which RFB and the Supplier'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 Supplier agree as follows: 1• Scope. Supplier will provide Water Meters for Utilities Department 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 12 months. This Agreement includes an option to extend the term for up to one additional eight-month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then-current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Supplier and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $743,691 .19, 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. City of Corpus Christi Page 1 of 7 2016-595 12/20/16 M2016-165 Neptune Technology Group Inc. INDExED 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: Bruce Short Department: Utilities Maintenance of Lines Phone: 361-826-1221 Email: BruceS@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier 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 Supplier 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 Supplier 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 Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and 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 Supplier, 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 Supplier within 30 days of receipt of City's invoice. 8. Warranty. The Supplier 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 Supplier City of Corpus Christi Page 2 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Supplier 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. Supplier 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 Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. City of Corpus Christi Page 3 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 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. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related 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: Bruce Short Title: Work Coordinator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Fax: 361-826-1715 IF TO SUPPLIER: Neptune Technology Group, Inc. Attn: Rex Baxter Title: Senior Territory Manager Address: 1600 Alabama Highway 229 Tallassee, Alabama 36078 Fax: 334-283-7293 17. SUPPLIER AGREES TO 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 ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), 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 City of Corpus Christi Page 4 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON. SUPPLIER MUST, AT 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 FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, 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 Supplier 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. City of Corpus Christi Page 5 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 20. 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. 21. 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 and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Supplier's bid response (Exhibit 2) 22. Certificate of Interested Parties. Supplier 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. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and su.ch form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 24. 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) City of Corpus Christi Page 6 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 SUPPLIER Signature: Printed Name: Rex Baxter Title: Senior Territory Manager Date: 11/21/16 CITY OF CORPUS CHRISTI Signature:PC'c" q 00.4 Q Printed Name: \all'. Title: i'r-u Date: I a i EST: - ���� /` V L REBECCA HUERTA CITY SECRETARY Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB No. n/a '\ C \\ r I U-S Exhibit 2: Supplier's Bid Response --..... .AUIHUK1LtA sY COUNCIL... SFS:itf'TA Y City of Corpus Christi Page 7 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Attachment A: Scope of Work Supply Water Meters and associated catalog parts as per HGACBUY Contract WM08-1 6. Attachment B: Bid / Pricing Schedule CONTRACT PRICING WORKSHEET Contract WM08-16 Date 113/201(, For Catalog&Price Sheet Type Purchases No.: Prepared: This Worksheet is prepared by Contractor and given to End User. If a PO is issued,both documents MUST be faxed to H-GAC @ 713-993-4548. Therefore please type or print legibly. ii.•, City of Corpus Christi.Texas c°°:ra<:°<: Neptune Technology Group,Inc.5aeuc: (°°"" Joanna Moreno Prepared !Rex Baxter Phone: 361-826-1649 Phone: 281-794-4267 tax: Fax: Email: joannam(o)cctexas.com Email: rbaxterrneptunetg.com Catalog t Price shw: Neptune PL-33 price sheet Name. General Description Water meters ti-to'..and DDPl"r) of Product: A.Catalog/Price Sheet Items being purchased-Itemize Below-Attach Additional Sheet If Necessary Quan Description Unit Pr i Total 10001ED2D21R7G8S358 3/4"t-10 METER $ 84.93 1 $84,930.00 1 250 1ED2F21R7G8S358 1"t-10 METER $ 125.66 1 $31,415.00 100 ED2HI1R7G8S358 11'2" t-. TER $ 294.55 1 $29,455.00 125 11ED2JIIR7G8S35S 2"t-10 METER • 1$ 376.73 1 $47,091.25 100 'ET4HR7G8S358 11;2"HPT i ':'$ 436.68':- $43,668.00 125 1ET4AR7G8S358 2"HPT 1$ 457.36 1 $57,170.00 100 1ET4BR7G8S358 3"HPT 1$ 641.72 $64,172.00 50 ET4CR7G8S358 4"HPT t _ $ 836.83 1 $41,841.50 20ET4DR7G8S358 6"HPT 1$ 1,354.51 1 $27,090.20 10 1ET4ER7G8S358 8"HPT 1$ 1,741.52 $ 17,415.20 5 IET4FR7G8S358 10"HPT 1$ 3,003.55 $ 15,017.75 500 1R72G12S358 5/8"PRO-READ REGISTER $ 45.11 $22,555.00 1000 iR72G22S358 3/4"PRO-READ REGISTER 1$ 45.11 1 $45,110.00 1000 1R72G32S358 1"PRO-READ REGISTER $ 45.11 $45,110.00 500 1R72G42S358 11/2"t-10 PRO-READ REGISTER $ 45.11 1 $22,555.00 500 iR72G52S358 2"1-10 PRO-READ REGISTER $ 45.11 1 $22,555.00 500 1R75G12S358 2"HPT PRO-READ REGISTER $ 45.11 1 $22,555.00 200 1R75G22S358 3"HPT PRO-READ REGISTER $ 45.11 1$ 9,022.00 100 1R75G32S358 4"HPT PRO-READ REGISTER $ 45.11 $ 4,511.00 50 1R75G52S358 6"HPT PRO-READ REGISTER $ 45.11 $ 2,255.50 50 IR75G62S358 8"HPT PRO-READ REGISTER ,$ 45.11 $ 2,255.50 50 R75G02S358 10"HPT PRO-READ REGISTER $ 45.11 $ 2,255.50 3 EC3BR7G8S358 3"Compound $ 1,542.00 1$ 4,626.00 3 EC3CR7G8S358 4"Compound $ 2,078.00 1$ 6,234.00 3 EC3DR7G8S358 6"Compound $ 3,490.00 $ 10,470.00 5 53107-000 3"strainer ,$ 551.00 $ 2,755.00 53107-100 4"strainer ':-:-$ 663.00 1$ 3,315.00 a 151000-201 6"strainer 1$ 1,116.62 $ 4,466.48 3 52000-304 8"strainer 1$ 2,040.06 i$ 6,120.18 3 152000-402 10"strainer $ 3,419.71 1 $ 10,259.13 10000 112482-002 Installation Kit $ 3.50 $35,000.00 2000 9601-001 Register Seal Pins $ 0.22 $ 440.00 Use Additonal Sheet if all Option will not lit on this sheet. Include Total From Other Sheets,If Any: Subtotal A: $743.691.10 B.Unpublished Options,Accessory or Sery ice items-Itemize Below-Attach Additional Sheet If Necessary (Note:Unpublished Items are any which were not submitted and paced in contractor's bid.) Quan Description Unit Pr Total !Name of Unpublished Options(Items that were not include in bid submittal) 0 0 0 . • Total From Other Sheets,If Am': Subtotal B:�1 01 Check:Total cost of Unpublished Options(B)cannot exceed 25°C of the total of the Base Unit Price plus Published Options(A-B). For this transaction the percentage is: (.Trade-Ins/Special Discounts/Other Allowances/Freight/Installation/Miscellaneous(-ha rges Trade-In 0 Freight Special Discount 0 Subtotal C.:1 0i Delivery Date: 30 days ARO D.Total Purchase Price(A+13+C): 5-43.691.19 Attachment C: Insurance / Bond Requirements No insurance is required for this supply agreement. Attachment C: Bond Requirements No bond required for the Supply Agreement Attachment D: Warranty Requirements Neptune T 10, HP Turbine, TRU/FLO® Compound Cold Water Meters Warranty 1. Terms of Limited Warranty. With respect to its Neptune T-10, HP TURBINE, TRU/FLO ® Compound Water Meters (collectively the "Water Meters"), Neptune Technology sold on or after 11/1/92: The Water Meters will be, at the later of (i) the date of original purchase from Neptune or (ii) the date of original shipment from Neptune referred to as "the Date of Shipment") and will remain for a period of eighteen (18) months from the Date of Shipment, or twelve (12) from manufacturing defects in workmanship and material. (a) Maincase. The no -lead high copper alloy or Brass maincase of the Water Meters will be at the Date of Shipment free from manufacturing Water Meter. (b) Frost Protection. All Neptune T-10 Cold Water Meters shipped with a synthetic polymer or cast iron bottom cap will, commencing damage for a period of ten (10) years. (c) Registers. Standard, roll sealed registers of the Water Meters will be at the Date of Shipment, and shall remain for the following and material for a period of ten (10) years. The ARB®, ProRead"" (ARB VI), and E -Coder® (ARB VII) system registers are warranted receptacles shipped after January 1, 2001 shall be warranted for five years from the Date of Shipment. All other components and and workmanship guarantee. (d) Meter Accuracy for Neptune T-10. Neptune T-10 Meters and Neptune T-10 nutating disc chambers in TRU/FLO Compound Water accuracy standards of the AWWA Standard C700-95 for a period of: (i) five (5) years from Date of Shipment for 5/8", 3/4" and 1" for 1 1/2" and 2" meters; or (iii) the applicable registration shown below, whichever occurs first. Neptune further guarantees that TRU/FLO Compound Water Meters will perform to at least Repaired Meter Accuracy Standards, according to AWWA Manual M-6 registration shown below, whichever occurs first. (e) Meter Accuracy for HP Turbine and TRU/FLO. The HP Turbine and TRU/FLO Compound Cold Water Meters will perform, for Water Works Association ("AWWA") accuracy standards for new water meters. AR a® Group Inc. ("Neptune") warrants the following -authorized distributor of Water Meters (that months from date of installation, whichever comes defects in workmanship and material upon the Date of Shipment, be warranted against periods, free from manufacturing defects in workmanship for ten (10) years from Date of Shipment. All ProRead parts are covered under Neptune's standard one-year Meters are warranted to meet or exceed, as meters; (ii) for a period of two (2) years from the the Neptune T-10 and Neptune T-10 nutating disc Chapter 5 (1999) Table 5.3 for an additional ten a period of one (1) year from the Date of Shipment, CN% NEPTUNE TECHNOLOGY GROUP INC. UTILITY MANAGEMENT SYSTEMS'" later first, for the chamber listed Date chambers (10) years to American on meters date is free life of the encoder material herein, of Shipment in or the SIZE EXTENDED LOW FLOW ACCURACY NEW METER ACCURACY REPAIRED METER ACCURACY /e 80/8")0/4" %d US gpm ®95% 5 years or 500,000 gallons 500,000 gallons 1,500,000 gallons ,,/a, %<US gpm ©95% 5 years or 750,000 gallons 750,000 gallons 2,250,000 gallons 1„ '/AUS gpm © 95% 5 years or 1,000,000 gallons 1,000,000 gallons 3,000,000 gallons 1 %" '/ US gpm @95% 2 years or 1,600,000 gallons 1,600,000 gallons 5,000,000 gallons "°°°°' Q, I Q 2„ 1 US gpm 95% 2 years or 2,700,000 gallons 2,700,000 gallons 8,000,000 gallons �� ��nn��i .t..i.Tt....��rix.' W METER 09.11 2. Warranty Return. If a Neptune Water Meter fails an accuracy test during an applicable warranty period, it may be returned to Neptune for repair or replacement at Neptune's option. An accuracy test shall be conducted by the customer according to AWWA standards. Any meter being returned for repair to Neptune under this performance guarantee must be returned with a copy of the customer's test results. If the meter is returned to Neptune without a copy of the test results or if Neptune's factory test shows the meter to meet current AWWA standards, the customer will be charged a nominal testing fee by Neptune in such cases. Neptune will repair or replace the meter at Neptune's option after the meter has been tested by Neptune. Meters repaired or replaced under the performance guarantee will be guaranteed to perform to AWWA repaired meter accuracy standards. 3. Warranties are exclusive. The warranties set forth in this certificate of warranty are in lieu of any other warranty, guarantee, or representation, whether expressed or implied, including without limitation, the warranty of merchantability and the warranty of fitness for a particular purpose. 4. Damages limited to costs of replacement and repair. If the Water Meter fails to meet the warranties set forth in Paragraph 1 of this Certificate of Warranty, Neptune, at its option shall, without charge of labor or materials, repair or replace the Water Meter or part thereof, provided that (a) the Water Meter is delivered to a Neptune representative, (b) the Water Meter is accompanied by a Return Material Authorization (RMA), and (c) all costs of delivery to Neptune are assumed by the purchaser of the Water Meter. Neptune's liability is limited to its costs of replacement and repair of the defective water meter. Damages resulting from miscalculation of water usage or lost revenue or profit are not recoverable from Neptune. It is the responsibility of the customer to periodically verify the operation and accuracy of its meters. 5. Warranties are inapplicable under certain conditions. The warranties set forth in this Certificate of Warranty do not apply to any Water Meter that has been damaged by, or subjected to, conditions which, in the opinion of Neptune, have affected the Water Meter's ability of performance, including but not limited to: misuse; improper handling, application or installation; excessive operating conditions; foreign materials in the water; aggressive water conditions; tampering or unauthorized repairs or modifications; accidental or intentional damage; acts of God. This Certificate of Warranty shall not apply if product is placed in non - recommended installation, is connected or altered by other than Neptune recommended procedures, is used with other than genuine Neptunfe meter registers and components, or read by equipment not approved or licensed by Neptune. Neptune makes no claims concerning operability and/or compatibility or third party reading systems. In addition, this Certificate of Warranty shall not apply if third party reading equipment is believed to have caused damage to the meter or register. In order to determine its liability, if any, under this Certificate of Warranty, Neptune shall have the right to inspect any Water Meter or part thereof that is claimed to be defective at Neptune or other location designated by Neptune. NEPTUNE'S LIABILITY WITH RESPECT TO BREACHES OF THE FOREGOING LIMITED WARRANTY SHALL BE LIMITED AS STATED HEREIN. NEPTUNE'S LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE. NEPTUNE SHALL NOT BE SUBJECT TO AND DISCLAIMS THE FOLLOWING: (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY NEPTUNE, OR ANY UNDERTAKINGS, ACT OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL, SPECIAL, MULTIPLE, EXEMPLARY, AND PUNITIVE DAMAGES WHATSOEVER. ISO 9001 11 0 NEPTUNE uoAgw; TECHNOLOGY GROUP INC. 010.791190i' "M W METER 09.11 ProReadT7E-Coder® Encoder Warranty Statement AR 8® Products Covered This warranty shall apply to both the ProRead Absolute Encoder and E -Coder Solid State Absolute Encoder Registers, hereinafter referred to as "Product," sold by Neptune Technology warranty is extended only to utilities, municipalities, other commercial users, and authorized distributors, hereinafter referred to as "Customer," and does NOT apply to consumers. Materials and workmanship Neptune Technology Group Inc. ("Neptune") warrants that the product shall be free from defects in manufacture and design for a period of ten (10) years from the date of shipment the "Warranty Period") when installed, serviced and operated according to Neptune's instructions. Neptune shall not be responsible for any defects in the product (whether due manufacture, or otherwise) which manifest themselves after the expiration of the Warranty Period. Neptune will repair or replace a non-performing product free of charge for ten Warranties are inapplicable under certain conditions This warranty does not include field replacement labor or materials costs, which are the responsibility of the Customer. This warranty does not apply if product is placed in installations; may have been repaired with parts not recommended by Neptune; is converted, altered or connected by other than Neptune recommended procedures; is used with Neptune components or read by equipment not approved or licensed by Neptune; or damaged due to improper care or maintenance, or improper periodic testing (please refer to guide). This warranty does not apply to any Product that has been damaged by, or subjected to, conditions which, in the opinion of Neptune, have affected the Product's ability of performance, but not limited to: misuse; improper handling; application or installation; excessive operating conditions; tampering or unauthorized repairs and modifications; accidental or intentional of God. In no event shall Neptune be liable for special, incidental, indirect or consequential damages, including, without limitation, lost revenue. THE ABOVE WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY NEPTUNE WITH RESPECT TO THE PRODUCT. ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, OR OTHER LEGALLY OPERATIVE PROVISIONS CONCERNING THE PRODUCT ARE HEREBY EXPRESSLY EXCLUDED. INCLUDING WITHOUT WARRANTY, CONDITION, TERM, AND REPRESENTATION OR OTHER LEGALLY OPERATIVE PROVISION AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PARAGRAPH IS EXPRESSLY INTENDED TO EXCLUDE FROM THIS CONTRACT ALL STATUTORY AND COMMON LAW WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW. AMBIGUITY OR MISUNDERSTANDING, ALL PROBLEMS ARISING WITH THE PRODUCT AFTER THIS POINT ARE CUSTOMER'S RESPONSIBILITY. NEPTUNE'S LIABILITY SHALL IN THE PURCHASE PRICE. NEPTUNE SHALL NOT BE SUBJECT TO AND DISCLAIMS THE FOLLOWING: (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF WARRANTY; (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW TO PRODUCTS SOLD OR SERVICES RENDERED BY NEPTUNE, OR ANY UNDERTAKINGS, ACTS, OR OMISSIONS RELATING THERETO; AND (3) ALL CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, AND PUNITIVE DAMAGES WHATSOEVER. 0 NEPTUNE TECHNOLOGY GROUP INC. W ENCODER 06.09 UTILITY MANAGEMENT SYSTEMS'' Group (such to design, (10) years. non -recommended other Encoder damage; LIMITATION, PURPOSE. TO NO EVENT CONTRACT WITH SPECIAL, Inc. The period being materials, than genuine quick install including or acts TERMS, ANY THIS AVOID ANY EXCEED OR OF RESPECT MULTIPLE, 190 900, ii "�""fYNN°`�"�' Encoder Compatibility Guarantee ARB® Automatic Reading and Billing (ARB®) System (ARB V, ProRead', and E -Coder®) With the purchase of the ARB encoder metering system, Neptune will provide the assurance that the ARB System purchased today can be expanded from reading with Neptune reading with Neptune mobile products and fixed network systems. GUARANTEE OF COMPATIBILITY The Pocket ProReader RF, Advantage Probe, R900®, E-Coder)R900i ", DAP handhelds (PC9300, 9800 & CE5320B) and Neptune mobile systems are designed and built by Neptune. utility compatibility between these systems and the ARB encoder registers. For Probed Reads: When reading ARB encoders with the Pocket ProReader RF, Advantage Probe, or DAP handhelds (PC9300, 9800 and CE5320B), Neptune guarantees that the meter will match the mechanical odometer reading, or Neptune will pay the difference at the rate currently in force. For RF Reads: When reading ARB encoders connected to an R900 where the R900 reads a ProRead or ARB V encoder hourly, or in the case of E -Coder where the R900 reads the minutes, Neptune guarantees the encoder reading and the remote reading will match upon manual activation of the R900 with a magnet to force an immediate read and transmission. the E-Coder)R900iwhere the R900 transmission is updated every 15 minutes, Neptune will guarantee the encoder reading and remote reading to match upon this update. If the electronic the handheld device is less than the odometer reading, Neptune will pay the difference at the rate currently in force. Damage Guarantee The Pocket ProReader RF, Advantage Probe, R900, E-Coder)R900i, DAP handhelds (PC9300 & 9800, CE5320B) and Neptune mobile systems are warranted against causing damage register during interrogation. If it is found that the Pocket ProReader RF, Advantage Probe, R900, DAP handhelds (PC9300 & 9800, CE5320B) or Neptune mobile systems caused encoder register during interrogation, Neptune will either repair or replace the register at no charge to the utility. UTILITY MANAGEMENT SYSTEMS'"" handheld This guarantees reading E -Coder In to any damage 1600 Alabama shall be a will repair repaired (0) or five R900 with individual Neptune devices to the obtained every 15 the event of reading on ARB encoder to an ARB Hwy. conducted the test. Any copy of the or replace meter or defective. (5) when a magnet system shall not If there are any questions concerning this Meter & Reading Information Systems Guarantee, please write to: Manager of Consumer Relations, Neptune Technology Group Inc., 229, Tallassee, Alabama 36078. If a Neptune water meter fails an accuracy test during an applicable warranty period, it may be returned to Neptune for repair or replacement at Neptune's option. An accuracy test by the customer according to AWWA standards. If foreign material causes the meter not to perform appropriately, all such materials shall be removed prior to the customer conducting meter being returned for repair to Neptune under this performance guarantee must be returned with a copy of the customer's test results. If the meter is returned to Neptune without test results or if Neptune's factory test shows the meter to meet current AWWA standards, the customer will be charged a nominal testing fee by Neptune in such cases. Neptune the meter at Neptune's option after the meter has been tested by Neptune. Meters repaired or replaced under the performance guarantee will be guaranteed to perform to AWWA accuracy standards. This guarantee is void if components have not been maintained or installed according to Neptune installation and maintenance guidelines, or are otherwise damaged The accuracy guarantee will not apply where a properly formatted electronic meter reading cannot be obtained on six digit encoders. The last digit will be displayed only as a zero read remotely. As part of the encoder technology, the electronic reading from the R900 is guaranteed to match the reading on the encoder register upon manual activation of the to force an immediate read and transmission (one per hour). System damage as a result of vandalism or acts of God are not covered. Additional warranties may also apply to components. Neptune's liability with respect to breaches of the foregoing warranty shall be limited as stated herein. Neptune's liability shall in no event exceed the purchase price. be subject to and disclaims the following: (1) any other obligations or liabilities arising out of breach of contract or of warranty; (2) any obligations whatsoever arising from tort claims (including negligence and strict liability) or arising under other theories of law with respect to products sold or services rendered by Neptune, or any undertakings, acts, or omissions relating thereto; and (3) all consequential, incidental, special, multiple, exemplary, and punitive damages whatsoever. THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CN) NEPTUNE W ENCODER 08.09 TECHNOLOGY GROUP INC. ISO 0001 II CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1. Complete Nos.1-4 and 6 it there are Interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-140982 Neptune Technology Group Tallassee,AL United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 11/29/2016 being filed. City of Corpus Christi Date Acknowledged: ,)y ..11_17)e. 3 Provide the Identification number used by the governmental entity or state agency to track or Identify the contract,and provide a description of the services,goods,or other property to be provided under the contract 983 Water Meters Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary City of Corpus Christi Corpus Christi,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. \`\\``cMiDYip •0-,ery?10�Gcy '1'o-`• , Signature of authorized agent of contracting business entity it- _ ES`�n7• _� Lawrence M. Russo, VP, Finance AFFIT N Y STAMP/%2FA'tkBOVE Sworn to 48 @(0?e me,by the said i—atJ' s e L (\ nil• lA5 S O ,this the } day of Ct t'v�-+� +� t4— 1704:24 20 ( 4094 •Itch,witness my hand and seal of office. � fr/� S (" Steven S. Beasley Asst. Secretary Signature of officer administ ring oath Printed name of officer administering oath Tide of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277