HomeMy WebLinkAboutC2019-073 - 2/26/2019 - Approved �c7US C
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..- � • SUPPLY AGREEMENT NO. 2111
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Water and Gas Meter Transmission Units
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THIS Water and Gas 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 ("Supplier"), effective upon
execution by the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Supplier has bid to provide Water and Gas Meter Transmission Units in
response to Request for Bid No. SS 2111 ("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 and Gas 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. This Agreement is for 24 months. The parties may mutually extend the term
of this Agreement for up to zero additional zero-month periods ("Option
Period(s)"), provided, the parties do so in writing and prior to the expiration of the
original term or the then-current Option Period. The City's extension authorization
must be executed by the City Manager or designee.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$3,359,358.02, 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.
C2019-073
2/26/19
Res. 031693 Page 1 of 7
Aclara Technologies LLC
SCANNED
Invoices will 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, 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: Joanna Moreno
Department: Utilities Department
Phone: (361) 826-1649
Email:joannm@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 Supplier shall endeavor to provide the City
with 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. 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. 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
Supplier in writing within 20 days ("Acceptance Period") of Supplier delivering the
products to a particular place designated by the City. In the event City does not
notify Supplier 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 Standard Form Page 2 of 7
8. Warranty.
(A) The Supplier warrants that all products supplied under this Agreement are
new, quality items that are free from defects and of good material and
workmanship. The Supplier warrants that it has clear title to the products and that
the products are free of liens or encumbrances.
(B) 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 unless
the subcontractors were named in the bid or in an attachment to this Agreement.
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.
Supply Agreement Standard Form Page 3 of 7
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.
15. Taxes. The Supplier 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: Joanna Moreno
Title: Contract Administrator
Address: 2726 Holly Road, Corpus Christi, Texas 78415
Phone: (361) 826-1649
Fax: (361) 826-1715
IF TO SUPPLIER:
Aclara Technologies LLC
Attn: Legal Department
Address: 77 West Port Plaza, Suite 500, St. Louis, MO 63146
Phone:(314) 895-8425
Fax: (314) 895-7373
17. SUPPLIER AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE
CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS
("INDEMNITEES",) TO THE EXTENT CAUSED BY THE NEGLIGENCE OF THE
SUPPLIER ITS EMPLOYEES OR AGENTS IN CONNECTION WITH THIS
CONTRACT, 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, REASONABLE
ATTORNEYS' FEES AND REASONABLE EXPERT WITNESS FEES WHICH ARISE
Supply Agreement Standard Form Page 4 of 7
OR ARE CLAIMED TO ARISE OUT OF NEGLIEGENT ACTS OR OMISSIONS
IN CONNECTION WITH THIS AGREEEMENT OR THE NEGLIGENT
PERFORMANCE OF THIS AGREEMENT PROVIDED THAT: A. THE CITY
PROMPTLY NOTIFIES SUPPLIER IN WRITING OF SUCH CLAIMS; B. CITY
FULLY COOPERATES WITH SUPPLIER IN ASSISTING IN THE DEFENSE OR
SETTLEMENT OF SUCH CLAIMS; AND C. SUPPLIER SHALL INVESTIGATE
SUCH CLAIMS AND HAS THE SOLE RIGHT TO CONDUCT THE DEFENSE OF
SUCH CLAIM OR TO SETTLE SUCH CLAIM. SUPPLIER SHALL DEFEND AT ITS
OWN EXPENSE, WITH COUNSEL OF ITS CHOOSING, BUT REASONABLY
ACCEPTABLE TO CUSTOMER, ANY SUIT OR ACTION BROUGHT AGAINST
INDEMNITEES BASED UPON SUCH CLAIMS. 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 30 days 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.
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.
Supply Agreement Standard Form Page 5 of 7
21. LIMITATION OF LIABILITY. Notwithstanding anything contained herein to the
contrary, the total aggregate liability of Supplier to the City for all liability arising
out of or in connection with the performance by Supplier of its obligations under
this Agreement shall be limited to the aggregate sum of payments made by the
City to Supplier 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.
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 Supplier's bid response (Exhibit 2).
23. 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 if required by said
statute.
24. Verification Regarding Israel. In accordance with Chapter 2270, Texas
Government Code, the City may not enter into a contract with a company for
goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract. The signatory executing this Agreement on behalf of the
Supplier verifies that the company does not boycott Israel and will not boycott
Israel during the term of this Agreement.
25. 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 such form and venue for such
disputes is the appropriate district, county, or justice court in and for Nueces
County, Texas.
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.
Supply Agreement Standard Form Page 6 of 7
SUPPLIER
Signature: !y�"<-------------
Printed Name: Erik Christian
Title: CFO
Date: 02-26-2019
CITY OF CORPUS CHRI-STI
ICA, „, E Qadicc •
Kim Baker
Assistant Director of Finance -Purchasing Division
Date: 2 .2.7 . (q ATTEST: e- 4= ii i
REB CCA HUERTA
(ITY SECRETARY
APPROVED S TO LEGAL FORM:
auti:e...t. Zlaei 1°1
Assistant City Attorney Date
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. 2111 2,
Exhibit 2: Supplier's Bid Response j \ (,C1 J
SY f UNCIL.. \ - - t )
SECRETAt
Supply Agreement Standard Form Page 7 of 7
Attachment A -Scope of Work
General Requirements
A. The Supplier shall supply Water and Gas Meter Transmission Units for the
Utilities Department per Attachment B - Bid/Pricing Schedule.
B. Shipping shall be F.O.B. destination, with the exception of warranty
claims. The City shall be responsible for freight charges for return of
defective MTU's to Aclara Technologies, LLC.
C. The Supplier shall ship items ordered to:
City of Corpus Christi
Utilities-Water Department
2726 Holly Rd. Building 8-A
Corpus Christi, TX 78415
Attachment B - Bid /Price Schedule
ITEM DESCRIPTION QTY UNIT UNIT PRICE PRICE TOTAL
1 Series 3000 Water MTU-Single Port-
8,000 EA 97.00 776,000.00
Extended Range Encoder, 12' Wire
2 Series 3000 Water MTU-Single Port-
Extended Range Encoder,3' Nicor 4,000 EA 98.00 392,000.00
Connector Cable
3 Series 3000 Water MTU-Dual Port-Extended 1 EA 125.00 125.00
Range Encoder, 12' Wire
4 Series 3000 Water MTU- Dual Port- Extended 1 EA 125.00 125.00
Range Encoder, 3' Nicor Connector Cable
5 Series 3000 Water MTU-Single Port-
Extended Range-Pit Lid Antenna Encoder, 1 EA 100.00 100.00
12' Wire (antenna sold separately)
6 Series 3000 Water MTU-Single Port-
Extended Range-Pit Lid Antenna Encoder, 1 EA 100.00 100.00
3' Nicor Connector Cable (antenna sold
separately)
7 Series 3000 Water MTU- Dual Port-Extended
Range- Pit Lid Antenna-Encoder, 12' Wire 1 EA 125.00 125.00
(antenna sold separately)
8 Series Water MTU-Dual Port-Extended
Range-Pit Lid Antenna Encoder, 3' Nicor 1 EA 125.00 125.00
Connector Cable (antenna sold separately)
9 Series 3000 Water MTU-Single Port- 1 EA 97.00 97.00
Extended Range Encoder, 12' Wire
10 Series 3000 Water MTU-Single Port- 1 EA 98.00 98.00
Extended Range_3' Nicor Connector Cable
11 Series 3000 Water MTU-Single Port-
Extended Range-Pit Lid Antenna Encoder, 1 EA 100.00 100.00
12' Wire, Pit Lid Antenna Capable (antenna
sold separately)
12 Series 3000 Water MTU-Single Port-
Extended Range- Pit Lid Antenna Encoder, 1 EA 100.00 100.00
3' Nicor Connector Cable, Pit Lid Antenna
Capable (antenna sold separately)
13 Series 3000 Water MTU- Dual Port-Extended 1 EA 125.00 125.00
Range Encoder, 12' Wire
14 Series 3000 Gas MTU-Direct 3,000 EA 70.00 210,000.00
Munt_Sensus/Rockwell (11 Tooth) Style
15 Series 3000 Gas MTU-Direct Mount-
Extended Range_Sensus/Rockwell (11 Tooth) 5 EA 70.00 350.00
Style
16 Series 3000 Gas MTU-Direct 100 EA 70.00 7,000.00
Mount_Itron/Sprague Style
17 Series 3000 Gas MTU-Direct Mount- 5 EA 70.00 350.00
Extended Range American Style
18 Series 3000 Gas MTU-Commercial American 200 EA 70.00 14,000.00
Style
19 Series 3000 Gas MTU- Pulse Input-Extended 100 EA 70.00 7,000.00
Range Single Port
20 Series 3000 Gas MTU-Direct Mount American 3,000 EA 70.00 210,000.00
Style
21 MTU,2WAY, ENCDR,2P, EXT, NICR,3FT 1 EA 125.00 125.00
22 Series 3000 Gas MTU-Direct 5 EA 70.00 350.00
Mount_Sensus/Rockwell (18 Tooth) Style
23 Series 3000 Water MTU-On demand:Single 1 EA 95.00 95.00
Port, Encoder, 12' wire-extended range
24 Series 3000 Water MTU-On demand: Single
Port, Encoder, 3' Nicor connector-extended 1 EA 96.00 96.00
range
25 Series 3000 Water MTU-On demand: Dual
Port, Encoder, 3' Nicor connector-extended 1 EA 125.00 125.00
range
26 Series 3000 Water MTU-On demand:Single
Port, Encoder, Pit Lid antenna, 12' wire- 1 EA 100.00 100.00
extended range (antenna sold separately)
27 Series 3000 Water MTU-On demand:Single
Port, Encoder, Pit Lid antenna, 3' Nicor 1 EA 100.00 100.00
connector-extended range (antenna sold
separately)
28 Series 3000 Water MTU-On demand: Dual
Port, Encoder, Pit Lid antenna, 12' wire- 1 EA 125.00 125.00
extended range (antenna sold separately)
29 Series 3000 Water MTU-On demand: Dual
Port, Encoder, Pit Lid antenna, 3' Nicor 1 EA 100.00 100.00
connector-extended range (antenna sold
separately)
30 DCU-Water/Gas-Only-Solar_DCU-II, 2-Way, 1 EA 6,000.00 6,000.00
Solar, Verizon LTE,T-Board
31 Series 3000 Pit Lid Antenna Pit Lid Antenna 1 EA 25.00 25.00
Assembly (MTU sold separately)
32 Water MTU Mounting Kits Bracket, Wall Mount, 1 EA 6.00 6.00
Water MTU
33 Water MTU Mounting Kits Long Spacer for Pit
1 EA 0.00 0.00
Installs, Water MTU
34 Water MTY Mounting Kits Short Spacer for Pit 1 EA 0.00 0.00
Installs, Water MTU
35 Water MTY Mounting Kits Horizontal Flange 1 EA 20.00 20.00
Hardware Kit, Water MTU
36 Water MTU Mounting Kits-Angled Flange 1 EA 20.00 20.00
Hardware Kit, Water MTU
37 Water MTU Mounting Kits Tab Mounting
1 EA 7.00 7.00
Hardware Kit, Water MTU
38 Water MTU Mounting Kits Vertical Flange 1 EA 18.00 18.00
Hardware Kit, Water MTU
39 MTU Programmers_Aclara USB Field 30 EA 300.00 9,000.00
Programmer Kit
40 MTU Programmers_ToughPad 1 EA 4,443.00 4,443.00
41 MTU Programmers Clip, Hanger, USB FPP 1 EA 20.00 20.00
42 DCU-Accessories Solar Panel, 65W 1 EA 550.00 550.00
(Replacement)
43 DCU-Mounting Kits/Antenna Mounting Kit, 1 EA 280.00 280.00
Round Pole, AC
44 DCU-Mounting Kits/Antenna Mounting Kit, 1 EA 420.00 420.00
Round Pole,Solar
45 DCU-Accessories Battery (Replacement) 1 EA 375.00 375.00
46 Solar Pwr Cable Kit, 20' 1 EA 70.00 70.00
47 100' Low loss antenna cable 1 EA 1,148.00 1,148.00
48 12' Low loss antenna cable 1 EA 66.60 66.60
49 20' Low loss antenna cable 1 EA 90.70 90.70
50 50' Low Loss N-M to N-M 1 EA 180.80 180.80
51 DCU Renewal Packages (Includes Labor,
Replacement Battery, Preventative
Maintenance, and 1 Year Extended 1 EA 4,030.00 4,030.00
Warranty)_DCU Renewal Advanced-
Verizon LTE &T-board
52 MTU Programmers_Aclara USB Field 30 EA 288.75 8,662.50
Programmer kit
53 Aclara Wireless Network 100MB Annual Plan— 1 EA 288.00 288.00
Water
TOTAL $1,654,856.60
15`year $1,654,856.60
2nd year $1,654,856.60 (plus 3% increase of$49,645.70)
Total $3,359,358.02
"Quoted items are subject to availability and may be substituted for like or equal parts upon approval by the
City."
Attachment C - Insurance Requirements
I. CONTRACTOR'S LIABILITY INSURANCE
1. Contractor must not commence work under this contract until all insurance
required has been obtained_and such insurance has been approved by
the City. Contractor must not allow any subcontractor, to commence work
until all similar insurance required of any subcontractor has been obtained.
2. Contractor must furnish to the City's Risk Manager and Contract
Administrator one (1) copy of Certificates of Insurance 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 endorsement
is required on all applicable policies. Endorsements must be provided with
Certificate of Insurance. Project name and/or number must be listed in
Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
20-day advance written notice Bodily Injury and Property Damage
of cancellation, non-renewal,
material change, or termination Per occurrence - aggregate
required on all certificates and policies.
COMMERCIAL GENERAL LIABILITY including: $1,000,000 Per Occurrence
$1,000,000 Aggregate
1. Commercial Broad Form
2. Premises- Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
3. In the event of accidents of any kind related to this contract, Contractor
must furnish the Risk Manager with copies of all reports of any accidents
within 10 days of the accident.
ADDITIONAL REQUIREMENTS
1. 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 statutory amounts according to the Texas Department
of Insurance,Division of Workers' Compensation. An All States Endorsement
shall be required if Contractor is not domiciled in the State of Texas.
2. 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.
3. Contractor shall be required to submit renewal certificates of insurance
throughout the term of this contract and any extensions within 10 days of
the policy expiration dates. All notices under this Exhibit shall be given to
City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi,TX 78469-9277
4. 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, and volunteers, as
additional insureds by endorsement with regard to operations, completed
operations, 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
• Provide twenty (20) calendar days advance written notice directly to City
of any, cancellation, non-renewal, material change or termination
in coverage and not less than ten (10) calendar days advance written
notice for nonpayment of premium.
5.. Within five (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.
6. 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 stop work hereunder, and/or withhold any payment(s) which
become due to Contractor hereunder until Contractor demonstrates
compliance with the requirements hereof.
7. 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 contract.
8. 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 contract.
9. It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this contract.
2019 Insurance Requirements
Utilities
Supply Service for Water Meter Transmission Units- MTU's
01/15/2019 sw Risk Management
Attachment C - Bond Requirements
No bond requirements necessary for this supply agreement; Section
5. (B) is null for this supply agreement.
Attachment D- Warranty Requirements
Adana warranties
AderaTedrrotogles LLC
A lava Warranties
• STAR® MTU Warranty
• STAR® Utility DCU Warranty
The Information contained herein Is proprietary and confidential to Adara Technologies LLC and shall not be
released or disclosed to any third party without prior written approval.
1
Aclara
Aclara Wananties
PctraTedinclogias LLC
STAR® MTU Warranty
Basic Warranty
Aclara Technologies LLC warrants to the original PURCHASER of a STAR® Utility Meter
Transmission Unit(MTU)that the MTU shall perform in accordance with the specifications in effect
at the time of original product shipment and shall be free from defects in material and workmanship
for a period often(10)years from the date of original product shipment(the"full warranty period").
Any STAR®Utility MTU manufactured by Aclara Technologies LLC that, within the full warranty
period: (i) fails to perform in accordance with the specifications in effect at the time of original
product shipment or(ti)fails as a result of a defect In material or workmanship,when returned to
Aclara Technologies LLC, freight prepaid, will be repaired or replaced at the option of Aclara
Technologies LLC without charge to the PURCHASER. A STAR®Utility MTU which has been
repaired or replaced by Aclara Technologies LLC will be returned to the PURCHASER by Aclara
Technologies LLC,freight prepaid.All costs associated with the removal and/or reinstallation of a
defective STAR®Utility MTU shall be the responsibility of the PURCHASER.Adara Tedmologies
LLC warrants replacement MTUs for the longer of(i)the remaining term of the full warranty period
applicable to the STAR®Utility MTU repaired or replaced or(II)one year from the date the repaired
STAR®Utility MTU or its replacement is returned to PURCHASER. Aclara Technologies LLC
reserves the right to supply factory refurbished equipment,new equipment,or a newer model that
provides equivalent or better performance.
Extended Warranty
Subject to the limitations set forth below.Aclara Technologies LLC,will replace any STAR®Utility
MTU that,after expiration of the full warranty period but before the expiration of the twentieth(20th)
full year after the date of original product shipment (the"extended warranty periods): (i) fails to
perform in accordance with the specifications in effect at the time of original product shipment or
(ii)fails as a result of a defect in material or workmanship.The cost of replacement will be prorated
in accordance with the following table based on the number years of service before failure:
Years of Service Replacement Cost
Percentage
11 65%
12 60%
13 65%
14 70%
15 75%
16 BO%
17 85%
18 90%
19 95%
20 100%
The cost of replacement will be calculated by multiplying the applicable replacement cost
percentage by the STAR®Utility MTU price In effect at the time of replacement.The defective MTU
must be returned to Aclara Technologies LLC by the PURCHASER, freight prepaid; Aclara
Technologies LLC will pay the freight charges for the return of the replacement to the
PURCHASER.
All costs associated with the removal and/or reinstallation of a defective STAR®Utility MTU shall
The information contained herein is proprietary and confidential to Aciara Technologies 11C and shall not be
released or disclosed to any third party without prior written approval.
2
Aclara_
Acura Waaanties
A iaraTecfndagies LLC
be the responsibility of the PURCHASER. Aclara Technologies LLC warrants MTUs replaced
pursuant to the Extended Warranty for ten(10)years(in accordance with the terms of the Basic
Warranty)from the date the replacement is returned to the PURCHASER.Aclara Technologies
LLC reserves the right to supply factory refurbished equipment,new equipment,or a newer model
that provides equivalent or better performance.
The STAR®Utility MTU warranties do not cover repairs or replacements required as a result of:
misuse, mishandling, improper storage, accident, modification, improper operation, installation
errors,meter failures,theft,vandalism,repair by unauthorized personnel,or battery life for MTUs
that are configured and operated for more than two(2)to four(4)transmissions per day.
Aclara Technologies LLC makes no warranty whatsoever with respect to the minimum
communication distance or reliability of the radio propagation path of STAR®Utility MTUs.
Each MTU Includes software which is proprietary to Aclara Technologies LLC and which is
protected by United States Copyright Laws with which the PURCHASER must comply.
PURCHASER has the right to utilize the software in the MTU with the MTU,but PURCHASER may
not disassemble,decompile,or modify the software.The software Is confidential and the property
of Aclara Technologies LLC and shall not be disclosed to others.
THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL WARRANTIES,EXPRESSED
OR IMPLIED,INCLUDING WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
THE LIABILITY OF ACLARA TECHNOLOGIES LLC SHALL BE LIMITED TO REPAIR OR
REPLACEMENT OF ANY DEFECTIVE PRODUCT.IN NO EVENT SHALL ACLARA
TECHNOLOGIES LIC BE UABLE FOR ANY DAMAGES,INCLUDING BUT NOT LIMITED TO
SPECIAL,DIRECT,INDIRECT,INCIDENTAL,CONSEQUENTIAL,OR PUNITIVE DAMAGES,
RESULTING FROM PRODUCT INSTALLATION,USE,REMOVAL OR REINSTALLATION.THE
REMEDIES SET FORTH HEREIN ARE EXCLUSIVE,AND IN NO EVENT SHALL THE
LIABILITY OF ACLARA TECHNOLOGIES LLC EXCEED THE PRICE OF THE PRODUCT ON
WHICH SUCH LIABILITY IS BASED.THE LIMITATION OF REMEDIES SET FORTH HEREIN IS
IN RECOGNITION OF THE DIFFICULTIES OF PROOF OF LOSS AND THE INCONVENIENCE
AND NON-FEASIBILITY OF OTHERWISE MEASURING DAMAGES AND OBTAINING AN
ADEQUATE REMEDY.
THE WARRANTIES CONTAINED HEREIN MAY NOT BE ALTERED,AMENDED,OR
MODIFIED,EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF ACLARA TECHNOLOGIES LLC.
The information contained herein is proprietary and confidential to Adam Technologies LLC and shall not be
released or disclosed to any third party without prior written approval.
3
Aclara
Aclara Wanenlies
AdaraTectndogies LLC
STAR® Utility DCUWarranty
Aclara Technologies LLC warrants to the original PURCHASER of a STAR®Utility Data Collection
Unit(DCU)that the DCU shall perform in accordance with the specifications in effect at the time
of original product shipment and shall be free from defects in material and workmanship for a period
of one(1)year from the date of original productinstallation.
Any STAR®Utility DCU manufactured by Aclara Technologies LLC that,within the warranty period:
(i) fails to perform in accordance with the specifications in effect at the time of original product
shipment or(ii)falls as a result of a defect in material or workmanship,will be repaired or replaced
at the option of Aclara Technologies LLC without charge to the PURCHASER.PURCHASER may
either,
1) Request return authorization from Aclara Technologies LLC,and return defective DCU
for repair. Aclara Technologies LLC will be responsible for lowest cost inbound and
outbound freight when using shipping method of Aclara Technologies LLC's choice.
Should PURCHASER request alternative shipping method, PURCHASER will be
responsible for all excess freight charges. All costs associated with the removal and/or
reinstallation of a defective STAR® UtiNty DCU shall be the responsibility of the
PURCHASER,or
2) Request on site repair by Aclara Technologies LLC, provided PURCHASER pays all
reasonable Aclara Technologies LLC travel expenses. PURCHASER must assure
reasonable access to the equipment,and shall be responsible for additional costs incurred
should Aclara Technologies LLC be prevented access at the scheduled time.
Aclara Technologies LLC warrants replacement DCU's for the longer of(i)the remaining term of
the full warranty period applicable to the STAR®Utility DCU repaired or replaced or(ti) six(6)
months from the date the repaired STAR® Utility DCU or Its replacement is returned to
PURCHASER. Aclara Technologies LLC reserves the right to supply factory refurbished
equipment,new equipment,or a newer model that provides equivalent or better performance.
The STAR®Utility DCU warranty does not cover repairs or replacements required as a result of:
misuse, mishandling, improper storage, accident, modification, improper operation, installation
errors,theft,vandalism,acts of god or repair by unauthorized personnel.
Aclara Technologies LLC makes no warranty whatsoever with respect to the minimum
communication distance or reliability of the radio propagation path or required density of STAR®
Utility DCUs.
Each DCU includes software which is proprietary to Aclara Technologies LLC and which is
protected by United States Copyright Laws with which the PURCHASER must comply.
PURCHASER has the right to utilize the software in the DCU with the DCU,but PURCHASER may
not disassemble,decompile,or modify the software.The software is confidential and the property
of Aclara Technologies LLC and shall not be disclosed to others.
THE WARRANTIES CONTAINED HEREIN ARE IN LiEU OF ALL WARRANTIES,EXPRESSED
OR IMPUED, INCLUDING WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
THE LIABILITY OF ACLARA TECHNOLOGIES LLC SHALL BE LIMITED TO REPAIR OR
REPLACEMENT OF ANY DEFECTIVE PRODUCT.IN NO EVENT SHALL ACLARA
The information contained herein Is proprietary and confidential to Aclara Technologies LLC and shall not be
released or disclosed to any third party without prior written approval.
4
Acaara
Adana Warrartes
AclaraT&wdcgim LLC
TECHNOLOGIES LLC BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO
SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
RESULTING FROM PRODUCT INSTALLATION,USE,REMOVAL OR REINSTALLATION.THE
REMEDIES SET FORTH HEREIN ARE EXCLUSIVE,AND IN NO EVENT SHALL THE LIABILITY
OF ACLARA TECHNOLOGIES LLC EXCEED THE PRICE OF THE PRODUCT ON WHICH SUCH
LIABILITY IS BASED. THE LIMITATION OF REMEDIES SET FORTH HEREIN IS IN
RECOGNITION OF THE DIFFICULTIES OF PROOF OF LOSS AND THE INCONVENIENCE AND
NON-FEASIBILITY OF OTHERWISE MEASURING DAMAGES AND OBTAINING AN
ADEQUATE REMEDY.
THE WARRANTIES CONTAINED HEREIN MAY NOT BE ALTERED,AMENDED,OR MODIFIED,
EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
ACLARA TECHNOLOGIES LLC.
The Information contained herein Is proprietary and confidential to Adore Technologies LLC and shall not be
released or disclosed to any third party without prior written approval.
5
Aclara.®