Loading...
HomeMy WebLinkAbout065757 - General - Contract - Thirkettle Corporation dba Aqua-Metric Sales CompanyCSC No. 65757 FORT WORTH CITY OF FORT WORTH PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is entered into by and between Thirkettle Corporation dba Aqua -Metric Sales Company ("Seller") and the City of Fort Worth, ("Buyer" or "City"), a Texas home rule municipal corporation. The Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Purchase Agreement; 2. Exhibit A: City of Fort Worth Standard Purchasing Terms and Conditions; 3. Exhibit B: Scope of Work; 4. Exhibit C: Vendor's Terms and Conditions; 5. Exhibit D: Seller's Payment Schedule and Discounts; and 6. Exhibit E: Corporate Resolution of Authorized Signatory Exhibits A through E, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Total compensation under this Agreement will be an amount up to Five Million Five Hundred Fifty -Nine Thousand Five Hundred Sixty -Two Dollars ($5,559,562.00). The Seller acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of purchase. Further, Seller recognizes that the amount stated above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City under the relevant M&C and that once the full amount for any Vendor has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. City will pay Seller in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of the Agreement, including Exhibit "C" — Payment Schedule, which is attached hereto and incorporated herein for all purposes. Seller will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Seller not specified by this Agreement unless City first approves such expenses in writing. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed below. [Signature Page Follows] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Executed effective as of the date signed by the Assistant City Manager below: CITY OF FORT WORTH: A K%-M By: Dianna Giordano (Aug 31, 2026 16:39:54 CDT) Name: Jesica L. McEachern Title: Assistant City Manager Date: APPROVAL RECOMMENDED: Christophor f-ardor By: Christopher Harder (Aug 20, 2026 16:38:59 CDT) Name: Christopher Harder, P.E. Title: Water Department Director ATTEST: By: Name Title: QFoon nr°ana a� F,o e,a��9dAO p!`e o.ld pOe o=p 4 }Q � � �aaan ¢Eop564q Jannette S. Goodall City Secretary SELLER: Thirkettle Coiporatiou rlba Aqua - Metric Sales Company By: Name: Christopher Newville Title: Manager Date: August 20 , 2026 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: A Name: pAtty 19an Wilson Title: Contract Services Administrator APPROVED AS TO FORM AND LEGALITY: By: Name: Title: Jordan P. Alvarez Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 26-0484 M&C Approved: June 9, 2026 Form 1295: 2026-1462512 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A CITY OF FORT WORTH STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF BUYER The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and subcontractors who act on behalf of various City departments, bodies or agencies. 2.0 DEFINITION OF SELLER The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and subcontractors, or other provider of goods and/or services who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 TERM This Agreement shall begin on the date signed by the Assistant City Manager uless (t 'Effective tee Date") and shall expire on September 8, 2027 ("Expiration Date"), earlier in accordance with this Agreement ("Initial Tenn"). Buyer shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal options. 4.0 PUBLIC INFORMATION Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by Buyer are subject to disclosure under the Texas Publical or In o oration Act. In the event there is a request for information marked uyer shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient t f ci Texas willo by a ot be decided by Buyer, but by the Office of the Attorney General of the court of competent jurisdiction. The Parties agree that nothing contained within this Agreement is considered proprietary or trade secret information and this agreement may be released in the event that it is requested. 5.0 PROHIBITION AGAINST PERSONAL INTEREST IN C No officer or employee of Buyer: shall have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance n positionand any officer or employee found guilty thereof shall thereby forfeit his office Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter). 6.0 ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non- payment. 7.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 8.0 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 9.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 4 11.0 PLACE OF DELIVERY The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 12.0 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 13.0 INVOICES 13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 12.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing. Before the 1st payment is due to Seller, Seller shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website". 14.0 PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 15.0 PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. • . . _. -NUM ... 17.0 SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or sei vices, and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is "proprietary" to Seller, and is licensed and provided to the Buyer for its sole use for purposes under this Agreement and any attached work orders or invoices. The Buyer may not use or share this software without permission of the Seller; however Buyer may make copies of the software expressly for backup purposes. 2 18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 18.2 SELLER shall be liable and responsible for any and all claims made against the Buyer for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the Buyer's continued use of the Deliverable(s) hereunder; 18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from Buyer's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the software and/or documentation. So long as SELLER bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against Buyer for infringement arising under this Agreement, Buyer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, SELLER shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give SELLER timely written notice of any such claim or action, with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify Buyer under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, SELLER shall, at its own expense and as Buyer's sole remedy, either: (a) procure for Buyer the right to continue to use the software and/or documentation; or (b) modify the software and/or 7 documentation to make it non -infringing, provided that such modification does not materially adversely affect Buyer's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to Buyer; or (d) if none of the foregoing alternatives is reasonably available to SELLER terminate this Agreement, and refund all amounts paid to SELLER by Buyer, subsequent to which termination Buyer may seek any and all remedies available to Buyer under law; and 18.4 The representations, warranties, and covenants of the parties contained in section 13 through 17 of this Agreement will survive the termination and/or expiration of this Agreement. 19.0 OWNERSHIP OF WORK PRODUCT Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Seller for the Buyer pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may be considered "work(s) made for hire" and will be and remain the exclusive property of the Buyer. To the extent that the Work Product, under applicable law, may not be considered work(s) made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product. 20.0 CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer may have in law or equity. 21.0 TERMINATION 21.1 Written Notice. The purchase of goods under this order may be terminated in whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of Termination" specifying the extent to which the goods to be purchased under the order is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 21.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Buyer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any reason, Seller shall only be compensated for items requested by the Buyer and delivered prior to the effective date of termination, and Buyer shall not be liable for any other costs, including any claims for lost profits or incidental damages. Seller shall provide Buyer with copies of all completed or partially completed documents prepared under this Agreement. In the event Seller has received access to Buyer Information or data as a requirement to perform services hereunder, Seller shall return all Buyer provided data to Buyer in a machine readable format or other format deemed acceptable to Buyer. 22.0 ASSIGNMENT / DELEGATION No interest, obligation or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties, fees or interest resulting therefrom. 23.0 WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 24.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. W 25.0 THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any attachments and exhibits. This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall control. In the event of a conflict between the contract documents, the order of precedence shall be these Standard Terms and Conditions, followed by the Seller's Quote. 26.0 APPLICABLE LAW / VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed and enforced under the laws of the State of Texas. 27.0 INDEPENDENT CONTRACTOR(S) Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors and subcontractors. The doctrine of respondent superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and subcontractors. 28.0 LIABILITY AND INDEMNIFICATION. 28.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY I(IND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSIONS), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 10 28.2 GENERAL INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 28.3INTELLECTUAL PROPERTY INDEMNIFICATION— Seller agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from Buyer's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the software and/or documentation. So long as Seller bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, Seller shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with Seller in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against Buyer for infringement arising under this Agreement, Buyer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Seller shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give Seller timely written notice of any such claim or action, with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate Seller's duty to indemnify Buyer under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Seller shall, at its own expense and as Buyer's sole remedy, either: (a) procure for Buyer the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect Buyer's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to Buyer; or (d) if none of the foregoing alternatives is reasonably available to Seller terminate this Agreement, and refund all amounts paid to Seller by Buyer, subsequent to which termination Buyer may seek any and all remedies available to Buyer under law. 11 29 SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 30 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 31 NOTICES TO PARTIES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO BUYER: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 32 NON-DISCRIMINATION TO SELLER: Thirkettle Corporation dba Aqua -Metric Sales Company Christopher Newville, Manager 16914 Alamo Parkway, Building 2 Selma, Texas 78154 Seller, for itself, its personal representatives, assigns, subvendors and successors in interest, as part of the consideration herein, agrees that in the performance of Seller's duties and 12 obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM. 33 IMMIGRATION NATIONALITY ACT Seller shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 34 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35 RIGHT TO AUDIT Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under: this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Seller involving transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits. The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of this Agreement. 13 36 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subcontractors against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the above -referenced laws concerning disability discrimination in the performance of this agreement. 37 DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties submit the dispute to non- binding mediation and cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 38 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the Buyer is prohibited from entering 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 terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Seller certifies that Seller's signature provides written verification to 14 the Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 39 PROHIBITION ON BOYCOTTING ENERGY COMPANIES. Seller acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the City that Seller: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 40 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. Seller acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the City that Seller: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 41 INSURANCE REQUIREMENTS 39.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate 15 (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Seller, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to Buyer to evidence coverage. 39.2 General Requirements (a) The commercial general liability and automobile liability policies shall name Buyer as an additional insured thereon, as its interests may appear. The term Buyer shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of Buyer. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Buyer. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent 16 to the Risk Manager, Buyer of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of Buyer to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Seller has obtained all required insurance shall be delivered to the Buyer prior to Seller proceeding with any work pursuant to this Agreement. 17 EXHIBIT B- SCOPE OF WORK 1.0 Vendor shall follow the Job Requirements listed below: 1.1.1 Have a minimum of two (2) years of experience conducting services similar or related to the Scope of Services. 1.1.2 Have and operate a full-time, permanent business address with the ability to be reached by email and telephone 1.1.3 Maintain sufficient resources to fulfill normal City of Fort Worth requirements. 1.1.4 Provide water meters and associated parts that will be usage -ready for residential, commercial, and industrial services. 1.2 Job Requirements 1.2.1 Vendor must provide a letter from the Manufacturer stating that they are in good standing with the Manufacturer. An updated letter shall be provided each year of contract renewal. 1.2.2 Vendor shall also provide two (2) references from other government agencies or comparable contracts showing product deliverability and reliability. 1.2.3 Vendor shall meet the delivery times provided to the City. If the delivery deadline is not met this could result in termination of contract. In the event the Vendor is unable to meet the original delivery date(s), the City must be contacted immediately, but prior to the due date, and seek an extension of delivery time. Failure to comply with the delivery terms may be legal grounds for canceling an order(s), or the entire Agreement in accordance with the Termination clause shown elsewhere in this solicitation. 1.2.4 Return Material Authorization shipping to and from will be at the Vendor's cost. 1.3 Responsibility 1.3.1 All water meters shall be fully compatible with the current and approved AMI system and must retain all existing system functionality. 1.3.2 All water meters must be capable of transmitting all alarms conditions through the Sensus radio transceiver modules to the AMI system, ensuring such alarms are received, recognized, and accessible within the AMI system without loss of data or functionality. 1.3.3 Water meter sizes and types are: 18 1.3.3.1 Positive displacement (5/8" through I") 1.3.3.2 Turbine (1.5" through 10") 1.3.3.3 Compound (1.5" through 10") 1.3.3.4 Electromagnetic (5/8" through 10") 1.3.3.5 Ultrasonic (5/8" through 10") 1.3.3.6 Fire hydrant water meters (3") 1.3.3.7 Fireline meters (3" through 10") 1.3.4 Water meters 1.5" through 10" shall meet existing lay length (face-to- face) dimensional requirements and shall be installed without the use of spacers, extension couplings, adapters, or any additional components required to achieve proper fit. 1.3.5 Water meters shall integrate seamlessly with the Sensus endpoint radio transceiver modules without requiring modification or the use of adapters. 1.3.5.1 Transceiver radio models: 1.3.5.1.1 SmartPoint 520M single port 1.3.5.1.2 SmartPoint 520M dual port 1.3.6 Water meters shall be compatible with the current City of Fort Worth AMI system and shall require them to be based on industry American Standard Code for Information Interchange (ASCII). Meters that are based on proprietary protocol or limited compatibility shall be rejected. 1.3.7 Support for multiple applications, including Leak Detection, Pressure Regulation, Distribution Automation, On Demand Reading, temperature monitoring, alarms (tamper, communication failure, reverse flow, high flow, and battery life), and remote shut-off capabilities. 1.3.8 Manufacturers of proposed meters shall be engaged regularly and continuously for at least ten (10) years in the production of meters for the water utility industry. 1.3.9 Meters shall have a minimum of three (3) years satisfactory operating experience with marketable products. Contractors shall list any meter offered that has been in production for (3) years. 1.3.10 Meters not meeting the three (3) year satisfactory experience shall be supplemented with a minimum of three (3) years of research and 19 development, and satisfactory evaluation by the Fort Worth Water Department. 1.3.11 The components of the proposed meters and appurtenances (including housing, measuring element, seals, etc.) shall comply with the lead-free provisions of the Safe Drinking Water Act (SDWA), certified to National Sanitation Foundation (NSF) and American National Standards Institute (ANSI) Standards 61 and 372. 1.3.12 Meters shall be designed for use with potable water up to temperatures of 120 degrees Fahrenheit and working pressures of 150 pounds per square inch (psi). 1.4 Radio Transceivers 1.4.1 The general definition of AMI system "ready" in this specification shall mean that the metering unit has integrated circuitry for sensing, processing, and transmitting capability for measured flows, consumption, identification, diagnostic, alarms, and other operational data. See section 3.6"Meter Registers", for encoder requirements. 1.4.2 All radio transceivers shall be Sensus brand and "ready" for usage. 1.4.3 AMI radio transceivers shall be required under this specification. Sensus AMI SmartPoint radio transceivers are the only brand accepted for the City of Fort Worth AMI system. 1.4.3.1 SmartPoint 520M single port 1.4.3.2 SmartPoint 520M dual port 1.5 Water Meter Appurtenances 1.5.1 Contractor shall provide a list and data sheet of all appurtenances and/or components that serve as replacement parts for water meters, such as detachable registers, wiring, endpoints, etc. 1.5.2 Appurtenances and/or components shall be reviewed and included in the items list by the City. 1.6 Electronic Meter Registers 1.6.1 Registers shall be self-contained, hermetically sealed to prevent moisture intrusion and fogging, and incorporate a tamper -proof mounting design 1.6.2 Integrates seamlessly with the Sensus radio transceiver modules. 1.6.3 The register face and odometer/totalizer shall be oriented to allow reading from the inlet (City) side of the meter. 20 1.6.4 The Unit of Measurement (UOM) for consumption shall be in cubic feet (cu). Water. Meter registers shall be delivered from the contractor/vendor with the correct UOM and configuration. Electronic displays shall have the capability to configure the number of digits visible to meter readers. 1.6.5 Register shall display smart alarms (see details in each meter section). 1.6.6 Where encoded registers are required, the encoder shall be the "absolute" type that provides direct electronic transmission of the complete odometer wheel positions (reading) to AMI system reading devices when interrogated. Absolute encoders that are compatible with multiple manufacturers' AMI system endpoints are required. Incremental type encoders shall not be acceptable. Absolute encoders compatible with Sensus AMI system and use brushless/non-contact sensing (e.g. optical, capacitive, or inductive sensing) of odometer wheel position shall be preferred. Encoders shall be designed to prevent or correct ambiguity caused by odometer: transmissions. Encoder shall have a factory installed and potted inline connector (ILC) for attaching endpoints. Encoders shall be based on industry standard ASCII format. The encoder shall transmit according to the City's current register programming needs. Encoders shall conform to American National Standards Institute/American Water Works Association (ANSI/AWWA) C707, latest edition. 1.6.7 Registers for meters equal to or less than two (2) inches, shall have a minimum of three (3) feet communication lead cable. Meters equal to or greater than three (3) inches, shall have a minimum of ten (10) feet communication lead cable and SCADA electronic output lead cable. 1.7 Positive Displacement Meters 5/8"x3/4", 3/4", and 1" 1.7.1 Water meters shall typically be used in residential water service. Water meters shall meet or exceed all sections of AWWA Standard C-700, most recent revision. Water meters shall have electronic registers and encoders shall be compatible with City current AMI system. 1.7.2 Meters shall be designed and manufactured to provide long-term service with minimal maintenance. Meters components shall include a main case; measuring chamber:; and sealed register. Water meter shall have externally threaded brass spuds, composite or non-metallic threads are not acceptable. Registers and measuring chambers are to be of a corrosion - resistant, tailored thermoplastic material formulated for long-term performance and especially suitable for aggressive water conditions. Case fasteners, including bolts, studs, nuts, screws, and washers, and strainers, shall be made of stainless steel. 21 1.7.3 Register housing shall be constructed of a suitable engineering polymer, which provides full protection of the register assembly, with a scratch - resistant lens. 1.7.4 Each register shall include a unique, factory -assigned serial number permanently encoded in non-volatile memory. 1.7.5 Attachment of the register to the meter shall contain a factory installed tamper resistant means to inhibit unauthorized removal. Seal screws, tamper -proof screws, or locking pin devices are acceptable. 1.7.6 Register shall provide accurate and error -free readings, via a Liquid Crystal Display (LCD). 1.7.7 Register output data format shall be a 7-bit ASCII digital. Register shall be field programmable for the number: of digit readings, and user -defined alphanumeric identification. The register's ASCII digital output is capable of interfacing with the AMI transceiver to transmit data via radio signal. 1.7.8 Register shall have a 10 - 20-year warranty. Main case shall have a 25- year warranty. Meter shall be warranted to perform to AWWA New Meter Accuracy Standards for five (5) years. 1.7.9 Meters shall have several smart alarms, including but not limited to: 1.7.9.1 Tampering - Detects register removal as well as magnetic interference to reduce apparent water losses and protect against unauthorized activities. 1.7.9.2 Low Battery - Indicates battery capacity to the register is running low. 1.7.9.3 Customer Leak - Detects continuous consumption of water over a period of time to indicate downstream leaks. This can reduce water loss and leak adjustment costs. 1.7.9.4 Reverse Flow — Detects the reverse flow of water re-entering the distribution system. 1.7.9.5 High Flow - Detects high usage and/or excessive flow. 1.7.10 Meters shall meet the requirements of NSF 61, Annex F/G and 372, and comply or exceed with AWWA Standard C700-latest revision. 1.7.11 Positive displacement meters shall be warrantied as follows: 1.7.11.1 Meters shall perform to AWWA New Meter Accuracy Standards for a minimum of five (5) years; 22 1.7.11.2 Main case will be free from defects and workmanship for a minimum of 25 years; 1.7.11.3 Encoded registers will be free from defects and workmanship for a minimum of ten (10) years 1.8 Compound Meters 1.551, 255, 351, 4", 655, 8", and 10" 1.8.1 Meters shall typically be used in commercial and industrial water service. Meters shall meet the requirements of the latest AWWA C702 standard. The meters shall meet or exceed all requirements of NSF/ANSI Standard 61, Annex F and G. 1.8.2 Compound meter shall be in -line, horizontal velocity, magnetic drive type meeting AWWA Class II's most recent revision. The meter shall incorporate a horizontal, stationary stainless -steel shaft with sleeve bearings. The meter shall allow the measuring element to operate with little or no friction or wear, thus creating the extended upper and lower flow ranges. Meter shall consist of two basic assemblies: the main case and the measuring chamber. The main case shall be made from industry - proven Ductile Iron with an approved NSF epoxy coating. 1.8.3 Main case features shall have a removable AWWA-compliant strainer. 1.8.4 The meter housing shall be made of an epoxy -coated ductile iron material with flanged inlet and outlet connections. Bolt 1.8.5 The measuring chamber assembly, including impeller, shaft, axial bearings, etc., shall be made of suitable material to minimize wear and provide sustained accuracy over the meter operating life. The material shall have a specific gravity as near as possible to that of water. 1.8.6 Compound meter and strainer shall be pre -assembled as a complete unit. Compound meter shall be AWWA compliant and have a "V" shaped strainer using a stainless -steel screen. The compound meter strainer shall have a removable cover that permits easy access to the screen for routine maintenance. 1.8.7 Meter register shall be a direct reading magnetic drive, and hermetically sealed to eliminate dirt, moisture, and lens fogging. 1.8.8 Meters shall be fully programmable pulse output frequency, integral customer data logging capability, and integral resettable accuracy testing feature compatible with UniPro and Sensus flow verification software. 1.8.9 Register housings shall be constructed of a suitable engineering polymer that provides full protection of the register assembly, with a scratch - resistant lens. 23 1.8.10 Attachment of the register to the meter shall contain a factory -installed tamper -resistant means to inhibit unauthorized removal. Seal screws, tamper -proof screws, or locking pin devices are acceptable. 1.8.11 Register shall be designed for easy maintenance, where the measuring chamber and/or strainer cover can be removed independently. Replacement parts and/or complete measuring chambers shall be available upon request. 1.8.12 Meters and electronic registers shall be compatible with Sensus AMI systems. 1.8.13 Meters shall have several smart alarms, including but not limited to: 1.8.13.1 Tampering - Detects register removal as well as magnetic interference to reduce apparent water losses and protect against unauthorized activities. 1.8.13.2 Low Battery - Indicates battery capacity to the register is running low. 1.8.13.3 Customer Leak - Detects continuous consumption of water over a period of time to indicate downstream leaks. This can reduce water loss and leak adjustment costs. 1.8.13.4 Reverse Flow — Detects the reverse flow of water re- entering the distribution system. 1.8.13.5 High Flow - Detects high usage and/or excessive flow. 1.8.14 Meter accuracy shall comply with or exceed AWWA- Standard C702 specified accuracy (100 ± 1.5%) for the specified operating range. 1.8.15 Compound meters will be warrantied as follows: 1.8.15.1 Meter shall perform to AWWA New Meter Accuracy Standards for a minimum of one (1) year; 1.8.15.2 Main case will be free from defects and workmanship for a minimum of 15 years. 1.8.15.3 Encoded registers will be flee from defects and workmanship for a minimum of ten (10) years. 1.9 Turbine Meters 1.5", 2", 3", 4", 6", 8", and 10" 1.9.1 Meters will typically be used in irrigation, commercial, and industrial water service. Turbine meters shall conform to the AWWA standard C701 Class I and II's most recent revision. 24 1.9.2 Turbine meter shall be in -line, horizontal -axis, high velocity, magnetic drive type, designed and manufactured to provide long-term service, with minimal maintenance. The main case shall be of split case type, with a separate removable measuring chamber, in which the turbine operates. Meter shall consist of two basic assemblies; the main case and the measuring chamber. The main case shall be made from industry -proven Ductile Iron with an approved NSF epoxy coating. 1.9.3 Main case features shall have a removable AWWA compliant strainer. 1.9.4 The meter housing shall be made of an epoxy -coated ductile iron material, with flanged inlet and outlet connections. Bolt circle and bolt holes shall match those of ANSI BI6.1, Class 125. The measuring chamber assembly shall be made of a suitable material to minimize wear and provide sustained accuracy over the meter's operating life; 1.9.5 Casing bolts, studs, nuts, screws, and washers shall be made of copper alloy or of stainless steel. 1.9.6 Turbine meter shall be furnished with strainer and other appurtenances as a complete meter assembly. 1.9.7 Turbine meter and strainer shall be pre -assembled as a complete unit. Turbine meter shall be AWWA compliant and have a "W shaped strainer using a stainless -steel screen. The Turbine meter strainer shall have a removable cover that permits easy access to the screen for routine maintenance 1.9.8 Register shall be a direct -reading magnetic drive and hermetically sealed to eliminate dirt, moisture, and lens fogging. 1.9.9 Meters shall be fully programmable pulse output frequency, integral customer data logging capability, and integral resettable accuracy testing feature compatible with UniPro and Sensus flow verification software. The magnetic coupling shall utilize high -strength magnets, which provide positive, reliable, and dependable coupling. 1.9.10 Register housings shall be constructed of a suitable engineering polymer or bronze that provides full protection of the register assembly, with a scratch -resistant glass lens. 1.9.11 Attachment of the register to the meter shall contain a factory -installed tamper -resistant means to inhibit unauthorized removal. Seal screws, tamper -proof screws, or locking pin devices are acceptable; 1.9.12 Meters and electronic registers shall be compatible with Sensus AMI systems. 25 1.9.13 Meters shall have several smart alarms, including but not limited to: 1.9.13.1 Tampering - Detects register removal as well as magnetic interference to reduce apparent water losses and protect against unauthorized activities. 1.9.13.2 Low Battery - Indicates battery capacity to the register: is running low. 1.9.13.3 Customer Leak - Detects continuous consumption of water over a period of time to indicate downstream leaks. This can reduce water loss and leak adjustment costs. 1.9.13.4 Reverse Flow — Detects the reverse flow of water re- entering the distribution system. 1.9.13.5 High Flow - Detects high usage and/or excessive flow. 1.9.14 Meter accuracy shall comply with or exceed AWWA Standard C701 Class I and II specified accuracy (100 f 1.5%) for the specified operating range. 1.9.15 Turbine meters shall be war7antied as follows: 1.9.15.1 Will perform to AWWA New Meter Accuracy Standards for a minimum of one (5) years; 1.9.15.2 Main case will be free from defects and workmanship for a minimum of 15 years; 1.9.15.3 Encoded registers will be free from defects and workmanship for a minimum of ten (10) years. 1. 1 OElectromagnetic Meters 5/8"x3/4", 3/4", and 1" 1.10.1 Meters shall meet or exceed all sections of ANSI/AWWA Standard C-715 for accuracy and pressure loss. Meters and encoders shall be compatible with the City current AMI system. 1.10.2 Meters shall be designed and manufactured to provide long-term service with minimal maintenance. 1.10.3 The measuring device shall be comprised of a composite alloy flow tube with externally threaded brass spud ends. 1.10.4 The high -resolution 9-digit electronic register shall be designed to eliminate dirt and moisture contamination in pit settings. Direction of flow, rate of flow, and units of measure shall be easily readable on the register display. 26 1.10.5 The display shall include battery life, empty pipe, and forward/reverse flow indicators. 1.10.6 Registers shall have a unique identification number that is factory set into the registers' memory. 1.10.7 Attachment of the register to the meter shall contain a factory -installed tamper -resistant means to inhibit unauthorized removal. Seal screws, tamper -proof screws, or locking pin devices are acceptable. 1.10.8 Register shall provide accurate and error -free readings, via a Liquid Crystal Display (LCD). 1.10.9 Register output data format shall be a 7-bit ASCII digital. Register shall be field programmable for the number of digit readings, and user -defined alphanumeric identification. The register's ASCII digital output is capable of interfacing with the AMI transponder to transmit data via radio signal; 1.10.1 ORegister shall have a 10 — 20 year warranty. Main case shall have a 25- year warranty. Meter shall be warranted to perform to AWWA New Meter Accuracy Standards for five (5) years. I.10.11Meters shall have several smart alarms, including but not limited to: 1.10.12Empty Pipe: Alerting to the absence of water in the flow tube, to identify main breaks downstream and water shortages for quicker resolution to ensure water availability. 1. 10. 13Tampering - Detects register removal as well as magnetic interference to reduce apparent water losses and protect against unauthorized activities. 1.10.14Low Battery - Indicates battery capacity to the register is running low. 1.10.15Customer Leak - Detects continuous consumption of water over a period of time to indicate downstream leaks. This can reduce water loss and leak adjustment costs. 1. 10. 1 6Reverse Flow — Detects the reverse flow of water re-entering the distribution system. 1.10.17High Flow - Detects high usage and/or excessive flow. 1. 10. 1 8Electromagnetic meters shall be warrantied as follows: 1.10.19Meters shall perform to AWWA New Meter Accuracy Standards for a minimum of five (5) years. 1.10.20Meters shall perform to AWWA Repaired Meter Accuracy for a minimum of 15 years; 27 10.21 Main case will be free from defects and workmanship for a minimum of 25 years; 1.10.22Encoded registers will be free from defects and workmanship for a minimum of ten (10) years. 1.11 Electromagnetic Meters 1.5" 2" 3" 4" 6" 8" and 10" 1.11.1 Meters shall typically be used in commercial and industrial water service, and effluent metering. Electromagnetic meters shall meet or exceed the most recent revision of AWWA Standard C-715. 1.11.2 The meter housing shall be made from corrosion protection -coated steel, cast iron, or 304 stainless -steel. The measuring tube shall be resistant to corrosion, aging, and abrasion. The meter shall have a minimum guaranteed life cycle of 10 (ten) years. The integrated construction of the meter shall prevent tampering of the register and provide an indication of any attempt to tamper with the magnetic field. 1.11.3 Register shall be with an integrated, electronic, programmable register that is hermetically sealed with a tempered glass cover. The measurement display shall be a high -resolution 9 (nine) digit LCD display, designed to eliminate dirt, lens fogging issues, and moisture contamination in pit settings with built-in tamper protection. 1.11.4 The meter shall be AMI-ready, with display readings that highlight the AMI digits. Direction of flow and units of measure shall also be readable on the register display. 1.11.5 Other register features should include AMI resolution and unit of measure, that is fully programmable and integral customer data logging compatible with software tools, and displays for battery life, empty pipe, and forward/reverse flow indicators. 1.11.6 Meter accuracy shall comply with or exceed AWWA standard C715 specified accuracy: ± 1.5% for the normal operating range, and ±3% at low flows. 1.11.7 Meters and electronic registers shall be compatible with current Sensus AMI systems. 1.11.8 Meters shall have several smart alarms, including but not limited to: 11.8.1 Tampering - Detects register removal as well as magnetic interference to reduce apparent water losses and protect against unauthorized activities. ►�:1 1.11.8.2 Low Battery - Indicates battery capacity to the register is running low. 1.11.8.3 Customer Leak - Detects continuous consumption of water over a period of time to indicate downstream leaks. This can reduce water loss and leak adjustment costs. 1.11.8.4 Reverse Flow — Detects the reverse flow of water re- entering the distribution system. 1.11.8.5 High Flow - Detects high usage and/or excessive flow. 1.11.9 Electromagnetic meters shall be warrantied as follows: 1.11.9.1 Meters shall perform to AWWA New Meter Accuracy Standards for a minimum of five (5) years. 1.11.9.2 Meters shall perform to AWWA Repaired Meter Accuracy for a minimum of 15 years; 1.11.9.3 Main case will be free from defects and workmanship for a minimum of 25 years; 1.11.9.4 Encoded registers will be free from defects and workmanship for a minimum of ten (10) years. 1.11.9.5 Meters shall be manufactured to meet the requirements herein by vendors with a minimum of five years of experience producing AWWA C715-compliant electromagnetic meters. 1.12Ultrasonic Meters 1.5", 2", 3", 4", 651, 8", and 10" 1.12.1 Meters shall typically be used in commercial and industrial water service and effluent metering. Ultrasonic meters shall meet or: exceed the most recent revision of AWWA Standard C715-18. 1.12.2 The meter housing shall be made from corrosion protection -coated steel, cast iron, or 304 stainless -steel. The measuring tube shall be resistant to corrosion, aging and abrasion. The meter shall have a minimum guaranteed life cycle of 10 (ten) years. The integrated construction of the meter shall prevent tampering of the register and provide indication of any attempt to tamper with the magnetic field. 1.12.3 Register shall be with an integrated, electronic, programmable register that is hermetically sealed with a durable, transparent cover resistant to fogging and contamination. The measurement display shall be a high - resolution 9 (nine) digit LCD display, designed to eliminate dirt, lens fogging issues and moisture contamination in pit settings with built-in tamper protection. 29 1.12.4 The meter shall be AMI-ready, with displays readings that highlight the AMI digits. Direction of flow and units of measure shall also be readable on the register display. 1.12.5 Other register features should include AMI resolution and unit of measure, that is fully programmable and integral customer data logging compatible with software tools, and displays for battery life, empty pipe and forward/reverse flow indicators. 1.12.6 Meter accuracy shall comply with or exceed AWWA standard C715 accuracy: 100 ± 1.5% for the specified operating range. 1.12.7 Meters and electronic registers shall be compatible with current Sensus AMI systems. 1.12.8 Meters shall have several smart alarms, including but not limited to: 1.12.8.1 Tampering - Detects register removal as well as magnetic interference to reduce apparent water losses and protect against unauthorized activities. 1.12.8.2 Low Battery - Indicates battery capacity to the register is running low. 1.12.8.3 Customer - Detects continuous consumption of water over a period of time to indicate downstream leaks. This can reduce water loss and leak adjustment costs. 1.12.8.4 Reverse Flow — Detects the reverse flow of water re- entering the distribution system. 1.12.8.5 High Flow - Detects high usage and/or excessive flow. 1.12.9 Ultrasonic meters shall be warrantied as follows: 1.12.9.1 Meters shall perform to AWWA New Meter Accuracy Standards for a minimum of five (5) years. 1.12.9.2 Meters shall perform to AWWA Repaired Meter Accuracy for a minimum of 15 years; 1.12.9.3 Main case will be free from defects and workmanship for a minimum of 25 years; 1.12.9,4 Encoded registers will be free from defects and workmanship for a minimum of ten (10) years. 1.1313elivery 1.13.1 The equipment shall be delivered and installed between 9:00 WE a.m. to 4:00 p.m., Monday through Friday, unless otherwise requested by the Water Department 1.13.2 The Vendor shall not deliver the equipment on City -observed holidays, including: 1.13.2.1 New Year's Day 1.13.2.2 Martin Luther King Jr. Day 1.13.2.3 Memorial Day 1.13.2.4 Juneteenth 1.13.2.5 July 4th 1.13.2.6 Labor Day 1.13.2.7 Thanksgiving Day and the following Friday 1.13.2.8 Christmas Day 31 EXHIBIT C - VENDOR'S TERMS AND CONDITIONS Thirkettle Corporation General Terms of Sale 1. DEFINITIONS. 2. 3. 4. 5. 6. 1.1. "Customer" means the party purchasing goods or services pursuant to these Terms of Sale ("Terms"). 1.2. "Company" means Thirkettle Corporation, including without limitation wholly owned subsidiaries Aqua -Metric Sales Company*" and Utiliuse—, who is the authorized reseller of certain Goods provided to Customer. 1.3. "Goods" broadly means the collective Products and/or Services sold or otherwise provided by the Company. 1.4. "Product" means any tangible material, object, or software offered for sale by the Company. 1.5. "Service" means a business act or task as performed by an individual at a predetermined billable rate. 1.6. "Supplier" refers to a third -party business entity who manufacturers or supplies various Goods furnished by the Company. CONTRACT OF SALE. All Goods offered for sale are subject to the prices and terms specified in (i) the Terms outlined herein, (ii) an applicable Company quotation, bid, or proposal (collectively, the "Proposal"), and/or (iii) separate agreement duly executed by and between the Company and Customer; all of which are subject to change. A Customer's purchase order or similar writing shall constitute an acceptance of the offer to sell (the "Agreement"); however, any inconsistent, additional or different terms to the Proposal contained in a Customer's request for quotation or purchase order (collectively, "Additional Terms") are hereby objected to and rejected by the Company. Such Additional Terms will not become part of the Agreement unless accepted by the Company in a writing. Notwithstanding anything to the contrary herein, these Terms may be incorporated by reference or otherwise modified, in whole or in part, into a mutually acceptable agreement duly executed between the Company and the Customer. PROPOSALS. Proposals are inclusive of only the Goods detailed within a formal Company quotation form. Proposals will remain valid for a period of thirty (30) days unless otherwise noted. All pricing is subject to change based on the manufacturer's suggested retail price. The Company reserves the right to apply a price adjustment to all quotes or orders received and not delivered to the Customer as a result of economic price increase or decrease in cost of raw materials, labor, or transport at the time imposed by the Company's Suppliers. Any supplemental or incidental Goods required but not included will be subject to additional costs to the Customer. THE COMPANY MAKES NO GUARANTEE, EITHER EXPRESSED OR IMPLIED, THAT PROPOSAL PRICING IS ALL INCLUSIVE. ANNUAL SERVICES. Annual Services are the recurring fees for software or Services required to operate, maintain, orsupport Customer's product and/or software; including but not limited to annual support fees, Software -as -a -Service (or "SaaS") licensing fees, server or data hosting and licensing fees, or any fee requiring a fee for service. Unless otherwise agreed upon in writhing between the Company and Customer, annual subscription services will automatically renew annually and will be subject to an automatic annual escalation to the antecedent annual fee imposed by the Supplier. TAXES AND FEES. All prices quoted are exclusive of federal taxes, state taxes, municipal taxes, tariffs, duties, and other government -imposed fees (collectively the "Taxes and Fees") related to the procurement, installation, and delivery of materials and equipment. Customer shall be liable for all Taxes and Fees imposed upon the Goods purchased under this Agreement. Taxes and Fees will be added to each applicable invoice and are the responsibility of the Customer. If Customer is exempt from sales tax, Customer is required to provide all applicable tax exemption documentation at the time of purchase. Any changes in Taxes and Fees during this Agreement may result in adjustments to the final invoice accordingly. PAYMENT TERMS. Customer shall pay all undisputed invoices in US Dollars within thirty (30) days of the invoice date. The Company reserves the right to establish credit limits for Customer and may require full or partial payment prior to provisioning of any Goods. All payments shall be made via credit card (VISA or MasterCard), check or electronic ACH payment. In the event of dispute, Customer must notify the Company, in writing, within seven (7) days of receipt of an invoice. Notwithstanding, if Customer fails to pay any non -disputed invoice within 30 days of the invoice date, the Company may, in its sole discretion, 1) assess late fees in the amount of one (1) percent per calendar day past due or the highest rate permitted by law, 2) place Customer on "credit hold" and withhold or suspend, in whole or in part, current or future orders or business Services, including without limitation the Annual Services; until Customer has paid all delinquent amounts plus any applicable late fees to the Company. Further, the Company may, in its sole discretion, transfer delinquent invoices to a third -party collections agency. In such event, Customer will be responsible for all fees assessed, including reasonable attorney fees, to collect Customer debts. 7. PRODUCT LEAD TIMES. All purchase orders will be prioritized and fulfilled in the order received. Stock orders will be fulfilled in the most expeditious means available. Non -stock or special order Goods delivery times will be subject to availability and Supplier lead times. 8. PACKAGING. The Company reserves the right to select the manner in which Products are packaged. Quoted prices include standard packaging. Special requirements for packaging will be subject to additional charges. 9. SHIPPING AND HANDLING. All Products will be shipped Freight on Board (FOB) Destination Freight Prepaid and Added. The Company will ship all Products using the most economical ground transportation service. Expedited shipments, such as "next day" or "second day", will be at the Customers expense unless otherwise agreed upon by the Company. All applicable shipping and handling charges will be included on the Company's invoice to the Customer. The Company does not guarantee and therefore will not be liable for any delays in shipment. 10. FREIGHT. Oversized Product(s) or bulk orders will be shipped on standard Less -Than -Truckload ("LTL") freight carriers when applicable. The Customer is required to provide the necessary equipment required (i.e. loading dock, fork lift, pallet jack, etc.) to unload the shipment upon arrival. If the Customer does not have access to equipment necessary to unload the Product(s), Customer must inform the Company in advance and prior to shipment. Customer will be responsible for any additional cost(s) or feels) incurred for special handling requirements. 11. FREIGHT ALLOWANCE. Single Sensus product orders exceeding $80,000 will be shipped FOB Freight Allowed unless otherwise specified and agreed upon in writing. Freight allowance is only applicable to single orders shipped complete. Partial shipments must be specified in writing at the time of order placement. The Company reserves the right to refuse freight allowance and/or bill partial freight costs on final invoice. 12. TITLE. Title of Product(s) shall transfer to customer on the date of delivery to Customer's premises. 13. LOSS OR DAMAGE CLAIMS. The Customer is responsible for reporting lost or damaged Products as a result of improper packaging and/or handling to the Company within fifteen (15) business days. Claims may become void if made more than fifteen (15) business days after the product shipment date. Damaged Product(s) will be returned to the point of origin for inspection. The Company reserves the rightto repair or replace product(s) damaged in shipment. 14. CHANGES OR CANCELLATIONS. Orders submitted to the Company must be canceled or changed by Customer in writing prior to the shipment of Product(s). The Company reserves the right to invoice shipping charges for orders cancelled after deliverables shipped. 15. RETURNS. No Product(s) may be returned for refund without the prior written authorization of the Company. The Company reserves the right to refund the cost of deliverables less a restocking fee and/or shipping and handling charges upon receipt of return product. Refunds will be processed and issued within thirty (30) days from the receipt of the returned product(s). Authorized returns must be received by the Company within six (6) months of the delivery date to the Customer, in "like -new" condition to the Company's designated receiving point, must be shipped in original or suitable packaging, must be accompanied by a packing slip, including the Company's return authorization number, and must have transportation charges prepaid. All returned product(s) will be inspected upon delivery for any indication of use or damage. Customer will be responsible for returning the product(s) to the Company's designated distribution warehouse and any cost(s) incurred to repackage and/or shipping carrier fees. Customer will be responsible Thirkettle Corporation General Terms of Sale for any damages incurred during shipment. The Company reserves the II. The warranty is valid for a period of thirty (30) calendar right to refuse Product(s) which have been installed, used, or otherwise days from the date the Meter Services were performed returned in any condition other than new. The Company reserves the (the "Warranty Period"). right to deduct an adequate service charge to coverall inspection, testing III. The warranty is limited to the actual work performed by and handling from any return. the Company or its subcontractors and does not include 16. RESTOCKING FEE. Return Product(s) are subject to a twenty-five percent work performed by third parties not hired by the (25%) restocking fee. Special order Product(s), including but not limited Company. to: meter reading equipment, infrastructure, or any Product(s) requiring IV. The Company reserves the right, at its sole discretion, to a unique configuration, are subject to fifty percent (50%) restocking fee. inspect the Worksite and determine the appropriate Due to the custom configuration of electric meters, all electric meter course of action to address any warranty defect. If a sales are final. claim for damage or defect is determined not to be 17. OBSOLESCENCE. The Company shall not be held liable for planned or covered by the warranty, the Company may invoice the unplanned obsolescence of product(s), parts, or software discontinued Customer for any and all costs incurred in inspecting the by any Supplier. Worksite. The Company's liability to the Customer 18. PRODUCT WARRANTIES. under this warranty is strictly limited to, at the Company's option, the repair or correction of the 18.1. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE defective Meter Services, and the Company shall not be SERVICES AND SOFTWARE ARE PROVIDED BY THE COMPANY ON liable for any other damages or costs. AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT V. This warranty is limited to the labor provided to perform LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND the Meter Services and does not include labor to FITNESS FOR A PARTICULAR PURPOSE; HOWEVER, ANY SUPPLIER replace manufacturer defects unless such defect was WARRANTIES RECEIVED BY THE COMPANY FROM ITS SUPPLIERS actually caused by the Company's or it's subcontractor's SHALL BE PASSED ONTO CUSTOMER. negligence. 18.2. The Company warrants that the Services provided by the Company will be performed in a professional and workmanlike manner with a degree of care, skill and competence that is consistent with the then generally accepted industry standards reasonably expected of similar types of engagements and the Goods will substantially conform to the Goods specified in the applicable Proposal. 18.3. The Company further warrants that the Product(s) furnished shall be provided to the best of the Company's reasonable ability and in accordance with the information and data provided by Customer in the preparation ofthe Proposal. The Company makes no representation, warranty, or covenants that the Product(s) furnished will be fully identical or compatible with the make, model, or type required by Customer's specifications. 18.4. Standard Supplier's Warranty. Where available, standard Supplier warranties shall apply to all software, service(s), and product(s) furnished by the Company's third -party Suppliers. Nothing in these Terms shall be construed to amend, extend, enhance, or limit the supplier warranties offered unless such change has been expressly offered by the Supplier in writing and duly accepted by the parties under separate agreement. 18.5. Meter Services Warranty. This Meter Services Limited Warranty covers the Meter Services (defined below) furnished under Agreement and in accordance with the terms and conditions as follows: A. Definitions. I. "Meter Services" means the installation or exchange of certain residential, commercial, or industrial water, electric, or gas utility meter(s) as provided by the Company or its subcontractor and pursuant to the services performed under agreement. II. "Service Account" means Customer's physical property to which Customer provides a Utility Service. III. "Utility Service" means the water, electric, and/or gas service offered and provided by Customer as applicable. IV. "Worksite" means the actual area of work at the Service Account where the utility meter is located. B. General Conditions. I. The Company warrants that the Meter Services will be performed in a professional and workmanlike manner, exercising discretion in determining the appropriate degree of care, skill, and competence, and aligning with industry standards and codes to the extent reasonably practicable for similar type work. C. Water Utility Service. I. The warranty is limited to the actual area of work: 1) within the meter box (exterior meter sets); or 2) end -to - end between the meter couplings (interior meter sets). II. Customer acknowledges and agrees the Company may be unable to reasonably identify the presence or threat of potential or pre-existing damages or defects to the Customer's or property owner's service line. The Company does not warrant against damage or defect(s), whether or not such damage or defect was known, of the materials currently installed at the Service Account; including but not limited to the utility meter, service line piping, meter couplings, fittings, galvanized lines or fittings, curb stops, shut off valves, meter risers, meter setters, meter boxes or meter box lids, adjacent utilities lines in or around the utility meter, or other similar materials installed by others which have or may fail during the Meter Services due to age, normal wear and tear, deterioration, defect, deflection caused by ground shift, service line spring, high pressure or repressurizing of the water service, non-compliance with current industry regulations or codes, negligence, tampering, or lack of proper or routine maintenance. III. Customer acknowledges and agrees that the temporary disconnection of the water Utility Service to conduct the Meter Services, and any subsequent restoration or pressurization of the water service, may introduce dirt or loosen service line debris (including but not limited to hard water, scale, sediment, etc.) into the service line. Such occurrences shall not constitute a material breach of this Agreement or negligence on the part of the Company. The Company shall not be liable for any damage or defects to household fixtures, including but not limited to water heaters, water softening or filtration systems, sloan valves, appliances, water pressure, electronics, or any other related appurtenances that rely on the water Utility Service provided by Customer. Customer further agrees to indemnify, defend, and hold harmless the Company from any claims, liabilities, or damages arising from such occurrences. D. Electric Utility Service. The warranty is limited to the actual area of work contained within the electrical meter box. Thirkettle Corporation General Terms of Sale II. The Company does not warrant against damage or defect to electrical equipment including but not limited to wiring, conduit, wire nuts, relays, sockets, main switch, fuses and circuit breakers such as the residual current device (RCD), or other similar materials installed by others and contained within the meter box which may fail during the Meter Services due to age, normal wear and tear, deterioration, defect, non -compliant with current industry regulations or codes, negligence, tampering, or lack of proper or routine maintenance. Further, the Company does not warrant against damage or defect caused by hot sockets, overcurrent, electrical arcing, or external factors such as electrical surges. III. Customer acknowledges and agrees that the electric Utility Service will be temporarily disconnected to conduct the Meter Services. The Company shall not be liable for any damage, defect, or loss to household fixtures, including but not limited to fuse and circuit panels, wiring, receptacles and switches, appliances, electronics, lighting, or any other related appurtenances that rely on the electric Utility Service provided by Customer and may become damaged, defective, or otherwise affected due to the electrical Utility Service disruption. Customer assumes all risks associated with such disruption and agrees to indemnify, defend, and hold harmless the Company from any claims, liabilities, or losses arising therefrom. E. Gas Utility Service. dialysis, communication devices, or other similar devices. Customer will provide the Company with a list of all known or suspect Service Accounts which rely on constant Utility Services to operate medical equipment in advance of the Meter Services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE STATE LAW(S), CLIENT SHALL HOLD THE COMPANY, ITS SUPPLIERS, SUBCONTRACTORS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AND ASSIGNS HARMLESS FROM ANY AND ALL LOSSES, COSTS, FINES, PENALTIES, DAMAGES, AND OTHER AMOUNTS (INCLUDING REASONABLE ATTORNEY FEES) INCURRED BY, ASSESSED AGAINST, OR IMPOSED ON THE COMPANY AND ARISING FROM OR IN CONNECTION WITH ANY AND ALL THIRD PARTY SUITS, CLAIMS, ACTIONS OR DEMANDS FOR (1) PERSONAL INJURIES, DEATH OR (11) DAMAGE TO TANGIBLE PERSONAL AND REAL PROPERTY CAUSED BY CLIENT'S FAILURE TO COMPLY WITH THIS SECTION. G. LIMITATIONS AND DISCLAIMERS OF LIABILITY. I. LIMITATIONS. Unless otherwise expressly provided herein, neither the Company nor any of its service providers, licensors, employees or agents warrant that the operation of the Services will be uninterrupted or error free. The Company will not be responsible for any damages that Customer may suffer arising out of use, or inability to use, the Services, except to the extent such damages are directly caused by the Company's gross negligence or willful misconduct. I. The warranty is limited to the actual work performed to II. DISCLAIMER OF CERTAIN DAMAGES. IN NO EVENT exchange or retrofit a gas index or SmartPoint to the SHALL ANY PARTY HAVE ANY LIABILITY TO ANOTHER existing gas meter. The Company will not disconnect the PARTY HERETO FOR ANY LOST PROFITS (WHETHER gas Utility Service or perform any other service to the DIRECT OR INDIRECT), LOSS OF USE, COSTS OF COVER, existing gas utility meter during the Meter Service. OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, F. Limitations. OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, WARRANTY OR I. The Company does not warrant against defects to the UNDER ANY OTHERTHEORY OF LIABILITY, WHETHER OR work resulting from tamper, vandalism, negligence, NOTTHE PARTY HAS BEEN ADVISED OF THE POSSIBILITY "Acts -of -God", pre-existing or uncontrollable OF SUCH DAMAGE, EXCEPT TO THE EXTENT SUCH conditions, or any service work or repair performed by DAMAGES ARE DIRECTLY CAUSED BY THE COMPANY'S third parties not hired by the Company. GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. II. Unless otherwise expressly provided herein, neither the 19. RETURN MATERIAL AUTHORIZATION. Product(s) returned for warranty Company, nor any of its suppliers, vendors, licensors, and in accordance with Standard Supplier's Warranty will be returned subcontractors, including employees, agents, or assigns directly to the Supplier unless otherwise instructed by the Company. thereof, warrants that the operation of the services will Customer shall submit a list of defective items with description of failure, be uninterrupted or error free. Further, neither the Product(s) type(s), model(s), serial number(s) or identification Company, nor any of its suppliers, vendors, licensors, number(s), and any additional pertinent information requested by the subcontractors, including employees, agents, or assigns Company to identify the product in Excel format to rma-norcal@aqua- thereof, will be responsible for (i) lost revenue, metric.com; rma-socal@aqua-metric.com; rma-texas@aqua- including revenue lost from third parties, persons, or metric.com; or rma-louisiana@aqua-metric.com. The Company will entities, such as bills for electricity, Lighting, gas, or generate a Return Material Authorization ("RMA") form for the water consumption; (ii) any In/Out Costs, where"In/Out Customer to include with the Product(s) shipment to the Supplier. Costs means any and all costs and expense incurred by Customer will be responsible for any cost(s) incurred to return the Customer in transporting goods between Customer's Product(s) to the Supplier for warranty claims. warehouse and Service Account, including any and all costs and expenses incurred in installing, uninstalling, 20. FORCE MAJEURE. The Company shall not be held liable for delay, and removing goods; and (iii) any manual meter reading suspension, or cancellation in fulfilling or failure to fulfill its obligations costs and expenses. under this Agreement, if such delay orfailure is caused by events beyond the Company's reasonable control, including, without limitation, natural III. The Company, nor any of its suppliers, vendors, calamity, acts of God, terrorist events, pandemic, epidemic, strikes, subcontractors, or assigns including employees, agents, lockouts or labor disruption, wars, riots or embargo delays, government or assigns thereof, shall not be responsible for any allocations or priorities, shortages of transportation, fuel, labor, or Service Account in which it's occupant(s) rely on the materials, inability to produce or procure the products or raw materials, Utility Service for medical reasons, including proper or any other circumstance or cause, including unforeseen cost(s) function of certain medical equipment, and such Service imposed upon the Company by its Suppliers or governmental mandate Accounts have not been previously disclosed by to furnish the Goods which may arise from circumstances beyond the Customer to the Company. In avoidance of doubt, the Company's reasonable control. Company expressly disclaims liability for Service Accounts which require Utility Services to operate 21. LIMITATION OF LIABILITY. certain medical equipment including but not limited to 21.1. THE COMPANY'S AGGREGATE LIABILITY IN ANY AND ALL CAUSES breathing machines, respiratory devices, ventilators, OF ACTION ARISING UNDER, OUT OF OR IN RELATION TO THIS cardiac pumps, apnea monitors, feeding equipment, AGREEMENT, ITS NEGOTIATION, PERFORMANCE, BREACH OR Thirkettle Corporation General Terms of Sale TERMINATION (COLLECTIVELY "CAUSES OF ACTION") SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH THE CLAIM IS BROUGHT, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY. 21.2. AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, THE COMPANY'S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. THE COMPANY SHALL NOT BE LIABLE FOR: (1) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; NOR (II) ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS AFFILIATES FROM ANY END USER IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE, INCLUDING REVENUE LOST FROM THIRD PARTIES, PERSONS, OR ENTITIES, SUCH AS BILLS FOR ELECTRICITY, LIGHTING, GAS, OR WATER CONSUMPTION; NOR (III) ANY IN/OUT COSTS; NOR (IV) CLAIMS MADE BY A THIRD PARTY; NOR (V) MANUAL METER READ COSTS AND EXPENSES. "IN/OUT COSTS" MEANS ANY COSTS AND EXPENSES INCURRED BY CUSTOMER IN TRANSPORTING GOODS BETWEEN ITS WAREHOUSE AND ITS END USER'S PREMISES AND ANY COSTS AND EXPENSES INCURRED BY CUSTOMER IN INSTALLING, UNINSTALLING AND REMOVING GOODS. "END USER" MEANS ANY END USER OF ELECTRICITY/WATER/GAS THAT PAYS CUSTOMER FOR THE CONSUMPTION OF ELECTRICITY/WATER/GAS, AS APPLICABLE. 21.3. The limitations on liability set forth in this Agreement are fundamental inducements to the Company entering into this Agreement. They apply unconditionally and in all respects and shall be interpreted as broadly as possible to afford the Company the maximum protection permitted under law. To the fullest extent permitted by law, no Cause of Action may be instituted by Customer against the Company more than six (6) months after the Cause of Action first arose. In the calculation of any damages in any Cause of Action, no damages incurred more than six (6) months prior to the filing of the Cause of Action shall be recoverable. If Customer is not the sole end user and ultimate owner of the Deliverables, then Customer shall ensure by its contract with the end user and ultimate owner (collectively, "Owner") that the Company is given the benefit of the exclusions and limitations set out in these Terms. To the maximum extent permitted by law, Customer agrees to indemnify, defend, and hold harmless the Company from and against any and all claims, liabilities, losses, damages, costs, and expenses, including attorney's fees, arising from or related to any Owner's claims, to the extent that the Company would not be liable to Customer under these Terms if the claim had been made by Customer. 22. INDEMNIFICATION. To the maximum extent permitted by law, Customer agrees to defend, indemnify, and hold the Company harmless from any and all losses, costs, fines, penalties, damages, and other amounts, including reasonable attorney fees (collectively the "Losses"), incurred by, assessed against, or imposed on the Company arising from or in connection with Customer's use of the Goods, regardless of whether such Losses were caused in part by the Company's actions or omissions, except to the extent such Losses were solely and directly caused by the Company's willful misconduct or gross negligence. 23. CONFIDENTIAL INFORMATION. As used herein, "Confidential Information" refers to any non-public, proprietary, or sensitive information disclosed by one party to another party in connection with this Agreement, whether in written, oral, electronic, or any other form. Confidential Information includes without limitation business plans, strategies, financial data, pricing, contracts, trade secrets, proprietary technology, software, technical specifications, Customer data (such as billing account data, payment information), Supplier information, employee information, and any other work product or information marked or reasonably understood to be confidential. Each party shall hold the other party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties other than to consultants or contractors, subject to similar terms of confidentiality, when disclosure is necessary for the purposes set forth herein, nor use the other party's Confidential Information for any purpose other than the purposes set forth under this Agreement. The foregoing restrictions on disclosure shall not apply to information which is: (i) already known by the public, (ii) becomes, through no act or fault of the recipient, publicly known, (iii) received by recipient from a third party without a restriction on disclosure or use, (iv) independently developed by recipient without reference to the other party's Confidential Information, or (v) is a public record under applicable laws, subject to the terms of this Section. The Customer will maintain the confidentiality of all Company Confidential Information, and the Company will maintain the confidentiality of all Customer Confidential Information, with each party taking all reasonable precautions to protect the same, and at a minimum taking those precautions used to protect its own Confidential Information from unauthorized use or disclosure. 24. ASSIGNMENT. Customer may not assign, transfer or delegate this Agreement or any part of Customer's rights or duties without prior written consent of the Company. Any attempted assignment in violation of this section shall be null and void. 25. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. In the event of any dispute arising out of or relating to this Agreement, the parties agree that jurisdiction and venue shall be proper in the state and federal courts of California, or, where applicable, in the state where the transaction giving rise to the dispute occurred. The parties shall first attempt to resolve the matter through an informal dispute resolution process by making a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties shall submit the matter to non -binding mediation. If no resolution is reached after having completed these steps in good faith, any legal action shall be brought in the state or federal courts located in California, and both parties consent to the exclusive jurisdiction and venue of such courts unless otherwise agreed. 26. COMPLIANCE WITH LAWS. Customer shall at all times comply with all applicable laws and regulations, as they exist at the time of acceptance and as they may be amended, changed, or supplemented. Customer shall not take any action or permit any action by a third party that could result in the Company being held liable for any violation of applicable laws. Customer shall perform its obligations under this Agreement in strict compliance with all Laws applicable to Customer's business, activities, and facilities. "Laws" shall include and refer to any and all federal (national), state, provincial, municipal, or local laws, regulations, rules, judicial decrees, decisions and judgments, executive and government orders and ordinances, and any and all directives of regional legislative and regulatory bodies and implementing legislation, as well as rules and regulations of any self -regulatory organization by which any party may be bound. Customer agrees to indemnify, defend, and hold harmless the Company from and against any and all claims, liabilities, losses, damages, costs, and expenses arising from or related to Customer's failure to comply with this clause. 27. SEVERABILITY. In the event any provision of this Agreement is held to be void, unlawful or otherwise unenforceable, that provision will be severed from the remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as possible; and the Agreement, as so modified, will continue to be in full force and effect. 28. NON -WAIVER. The failure, delay, or partial exercise by the Company in exercising any right, power, or privilege under this Agreement shall not be construed as a waiver of any such right, power, or privilege, nor shall it preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver by the Company must be in writing and signed by an authorized representative of the Company to be effective. XyLem 1. General Product Coverage. Unless otherwise provided herein, Sensus USA Inc. ("Sensus") warrants its products and parts to be free from defects in material and workmanship for one (1) year from the date of Sensus shipment and as set forth below. All products are sold to customer ("Customer") pursuant to Sensus' Terms of Sale, available at xylem.com. 2. SR II® and accuSTREAM'm 5/8", 3/4" & t" Meters are warranted to perform to new meter accuracy level set forth in the SR II and accuSTREAM Data Sheets available at sensus.com for five (5) years from the date of Sensus shipment or until the registration shown below, whichever occurs first. Sensus further warrants that the SR II and accuSTREAM meters will perform to at least AWWA Repaired Meter Accuracy Standards forfifteen (15) years from the date of Sensus shipment or until the registration shown below, whichever occurs first: New Meter Accuracy Repair Meter Accuracy 5/8" SR II Meter and accuSTREAM Meter 500,000 gallons 1,500,000 gallons 3/4" SR II Meter and accuSTREAM Meter 750,000 gallons 2,250,000 gallons 1" SR II Meter and accuSTREAM Meter 1,000,000 gallons 3,000,000 gallons 3. SR II maincases are warranted to be free from defects in material and work-manshipfortwenty-five (25) years from the date of Sensus shipment. accuSTREAM maincases will be free from defects in material and workmanship forfifteen (15) years from the date of Sensus shipment. 4. ally® Meters that register water flow are warranted to perform to the accuracy level set forth in the ally data sheet available at sensus.com forfifteen (15) years from the Date of Installation, but no longer than sixteen (16) years from date of manufacture, not including the meter's sensors, valve, and gear motor, which are warranted under differentterms described below. As used herein, "Date of Installation" means the date after which the ally Meter has been out of empty pipe for seven (7) consecutive days, as those days are measured by the ally Meter and stored in the meter's nonvolatile memory. 5. ally® Meter Batteries and Components, including SmartPoint 5101V/520M Modules are warranted to be free from defects in material and workmanship from the Date of Installation, as defined in Section 4, for the period stated below: Batteries 15 years' Sensors 5 years Valve & Gear Motor 5 years' SmartPoint 510M/520M modules and batteries in service w/ally 15 years' 6. iPERL® Meters that register water flow are warranted to perform to the accuracy levels set forth in the iPERL data sheet available at sensus.com for twenty (20) years from the date of Sensus shipment. The iPERL System Component warranty does not include the external housing. T 1PERL, ally, OMNI+, and Cordonel Connectors and Cables are warranted to be free from defects in materials and workmanship, under normal use and service, for ten (10) years from the date of Sensus shipment. Nicoror Itron connectors included with a Sensus product are warranted according to the terms for Third -Party Devices in Section 16. 8. Sensus OMNI'm, OMNI+ Meters and Propeller Meters arewarranted to perform to as setforth in OMNI and Propeller data sheets for eighteen (18) months from the date of Sensus shipment. 9. Sensus Cordonel Meters are warranted to perform to the accuracy levels as set forth in the Cordonel data sheet available at sensus.com for twenty (20) years from the date of Sensus shipment. The Cordonel System Component warranty does not include the external housing. 10. Sensus Cordonel maincases are warranted to maintain their structural integrity for a period of twenty (20) years from the date of Sensus shipment. If applicable, any SmarlPoint 510M/520M Modules ever paired with an ally meter or Cordonel with pressure meter are warranted with the following limitations: When configured to the default installation setting of six transmissions of metrology and pressure per day and one update of temperature per day, the SmartPoint module is warranted to perform up to five (5) firmware upgrades for the SmartPoint module and up to five (5) firmware upgrades for the ally meter or Cordonel (with pressure) meter; 2500 Operational Commands, where "Operational Commands" include on demand reads (such as consumption, pressure, temperature), an ally meter valve command, or a configuration command; and 15 Diagnostic Commands, which includes two-way communications tests and installations forthe firstlen (10) yearsfrom Date of Installation at no cost. Forthe remaining five (5) years, Customerwill pay the reduced Replacement Price ofthe then -current list price in effect at the time the product is accepted for return in accordance with the following schedule: Years Replacement Price Years Replacement Price Years Replacement Price 1-10 0% 13 55% 15 75% 11 35% 14 65% >15 100% 12 45% 2 Notwithstanding the foregoing, valve and gear motor components of ally meters are not warranted beyond two thousand (2000) Valve State Operations, even if the warranty period provided herein has not yet expired. As used herein, "Valve State Operations" means adjustments of the Meter to open, close, or reduce flow. SENSUS G-500 LIMITED WARRANTY REVISED JUNE 2024 11. Cordonel Meter Batteries and Components are warranted to be free from defects in material and workmanship from the Date of Installation, as defined in Section 9, for the period stated below: Batteries 20 years' Sensors 5 years SmartPoint 510M/520M modules and batteries in service w/ 15 years' Cordonel models with pressure 12. Sensus accuMAG'"' and HydroversO Meters are warranted to be free from defects in material and workmanship, under normal use and service, for 18 months from the date of Sensus shipment or 12 months from startup, whichever occurs first. 13. Sensus Registers are warranted to be free from defects in material and workmanship from the date of Sensus shipment for the periods stated below or until the applicable registration for AWWA Repaired Meter Accuracy Standards, as set forth above, are surpassed, whichever occurs first: 5/8" thru 2" SR ll, accuSTREAM Standard Registers 25 years 5/8" thru2" SR ll, accuSTREAM Encoder Registers 10 years All HSPU, IMP Contactor, R.E.R. Elec. ROFI 1 year OMNI and OMNI+ Registers with Battery 10 years Standard and Encoder Registers for Propeller Meters 1 year 14. Sensus Electric and Gas Meters are warranted pursuant to the General Limited Warranty available at sensus.com/TC. 15. Batteries, WERLSystem Components, AMR and FlexNet®CommunicationNetwork AMllnterface Devices are warranted to be free from defects in material and workmanship from the date of Sensus shipment for the period stated below: 7500 series Hand -Held Device 2 years Act -Pak® Remote Monitoring Instruments 1 year CPTP100 20 years" EasyLink Reader 1 year Electronic TouchPad 10 years FlexNet Base Station (including the R10ONA and M400 products) 1 year Gas SmartPoint' Modules and Batteries 20 years' iPERL System Battery and iPERL System Components 20 years' Sensus will repair or replace non -performing: iPERL System Batteries, and/or the iPERL System flowtube, the flow sensing and data processing assemblies, and the register(TERL System Components") with hourly reads manufactured after April 2018; Cordonel System Batteries, the flow sensing and data processing assemblies, and the register ("Cordonel System Components"); and SmartPoint 510M/520M/515M//512M-PLS/522M Modules manufactured after April 2018 (configured to the factory setting of six transmissions per day under normal system operation of up to one demand read to each SmartPoint Module per month, and up to five firmwaredownloads during the life ofthe product) and batteries, unless the SmartPoint 510M/520M/522M Module is ever paired with an ally Meter, which immediately amends the warranty terms to those described in Section 5 for the first fifteen (15) years from Date of Sensus shipment at no cost. For the remaining five (5) years, Customer will pay the reduced Replacement Price of the then -current list price in effect at the time the product is accepted for return under the warranty conditions in accordance with the following schedule: Years Replacement Price Years Replacement Price Years Replacement Price 1-15 0% 18 50% 20 70% 16 30% 19 60% >20 100% 17 40% Sensus will repair or replace non -performing CPTP100 modules (configured at factory setting offour transmissions per day under normal system operations of up to one demand read per month and up to five firmware downloads during the life ofthe product) and batteries. Sensus will repair or replace non -performing Gas SmartPoint Modules (configured to the factory setting of six transmissions per day under normal system operation of up to one demand read to each SmartPoint Module per month and up to five firmware downloads during the life of the product) and batteries, for the first ten (10) years from the date of Sensus shipment, and for the remaining ten (10) years, at a prorated percentage, applied towards the published list prices in effectfor the year product is accepted by Sensus under warranty conditions according to the following schedule: Years Replacement Price Years Replacement Price Years Replacement Price 1-10 0% 14 45°% 18 65% 11 30% 15 50% 19 70% 12 35% 16 55% 20 75% 13 40% 17 60% >20 100% RM4160 1 year Sensus® Electronic Register+T"' 20 years' Sensus® Smart Gateway Sensor Interface 1 year' SmartPoint® 510M/520M/515M/512M Modules and Batteries 20 years' Vehicle Gateway Base Station (VGB) and other AMR Equipment 1 year 16. Third -Party Devices are warranted to be free from defects in materials and workmanship, undernormal use and service, for one (1) year from the date of Sensus shipment. As used in this Sensus Limited Warranty, "Third Party Devices" means any product, device, or component part used with a Sensus product that is manufactured or sold by any party that is not Sensus. Failure of a Third -Party Device which subsequently causes failure to a Sensus device shall be the responsibility of the manufacturer of the Third -Party Device. 17. Software. Software supplied and/or licensed by Sensus is supported according to the terms of the applicable software license or usage agreement. Sensus warrants that any network and monitoring services shall be performed in a professional and workmanlike manner. 18. Return. Sensus' obligation, and Customer's exclusive remedy, under this Sensus Limited Warranty is, at Sensus' option, to either (i) repair or replace the product, provided the Customer (a) returns the product to the location designated by Sensus within the warranty period; and (b) prepays the freight costs both to and from such location; or (ii) deliver replacement components to the Customer, provided the Customer installs, at its cost, such components in or on the product (as instructed by Sensus), provided, that if Sensus requests, the Customer (a) returns the product to the location designated by Sensus within the warranty period; and (b) prepays the freight costs both to and from such location. In all cases, if Customer does not return the product within the time period designated by Sensus, Sensus will invoice, and Customer will pay within thirty days of the invoice date, for the cost of the replacement product and/or components. The return of products for warranty claims must follow Sensus' Returned Materials Authorization (RMA) procedures. Water meter returns must include documentation of the Customer's test results. Test results must be obtained according to AWWA standards and must specify the meter serial number. The test results will not be valid if the meter is found to contain foreign materials. If Customer chooses not to test a Sensus water meter prior to returning it to Sen-sus, Sensus will repair or replace the meter, at Sensus' option, after the meter has been tested by Sensus. The Customer will be charged Sensus' then current testing fee. All products must be returned in accordance with the RMA process. For all returns, Sensus reserves the right to request meter reading records by serial number to validate warranty claims. For products that have become discontinued or obsolete ("Obsolete Product"), Sensus may, at its discretion, replace such Obsolete Product with a different product model ("New Product"), provided that the New Product has substantially similar features as the Obsolete Product. The New Product shall be warranted as set forth in this Sensus Limited Warranty. THIS SECTION 18 SETS FORTH CUSTOMER'S SOLE REMEDY FOR THE FAILURE OF THE PRODUCTS, SERVICES OR LICENSED SOFT WARE TO CONFORM TO THEIR RESPECTIVE WARRANTIES. 19. Warranty Exceptions and No Implied Warranties. This Sensus G-500 Limited Warranty does not include costs for removal or installation of products, or costs for replacement labor or materials, which are the responsibility of the Customer. The warranties in this Sensus G-500 Limited Warranty do not apply to and Sensus has no liability for goods that have been: installed improperly or in non -recommended installations; installed to a socket that is not functional, or is not in safe operating condition, or is damaged, oris in need of repair; tampered with; modified or repaired with parts or assemblies not certified in writing by Sensus, including without limitation, communication parts and assemblies; improperly modified or repaired (including as a result of modifications required by Sensus); converted; altered; damaged; read by equipment not approved by Sensus; for water meters, used with substances other than water, used with non -potable water, or used with water that contains dirt, debris, deposits, or other impurities; subjected to misuse, improper storage, improper care, improper maintenance, or improper periodic testing (collectively, "Exceptions."). If Sensus identifies any Exceptions during examination, troubleshooting or performing any type of support on behalf of Customer, then Customer shall pay for and/or reimburse Sensus for all expenses incurred by Sensus in examining, troubleshooting, performing support activities, repairing, or Sensus will repair or replace non -performing Sensus Electronic Register+with hourly reads for the first ten (10) years from the date of Sensus shipment, and for the remaining ten (10) years, at prorated percentage, applied towards the published list prices in effectfor the year product is accepted by Sensus underwarranty conditions according to the following schedule: Years Replacement Price Years Replacement Price Years Replacement Price 1-10 0% 14 45% 18 65% 11 30% 15 50% 19 70% 12 35% 16 55% 20 75% 13 40°% 17 60% >20 100% 7 Sensus' Smart Gateway Sensor Interface warranty valid only for analog Meter Sample Rates offour times per hour with a Standard Transmit Rate of hourly or greater for the analog channel(s). xylem.com SENSUS 1 639 Davis Drive I Morrisville, NC 27560 1 1-800-638-3748 ©2024 Xylem Inc. Sensus G-500 Limited Warranty Revised June 2024 replacing any Equipment that satisfies any of the Exceptions defined above. The above warranties do not apply in the event of Force Majeure, as defined in the Terms of Sale. THE WARRANTIES SET FORTH IN THIS SENSUS G-500 LIMITED WARRANTY ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE, SOFTWARE LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS SENSUS G-500 LIMITED WARRANTY OR WITH THE TERMS OF SALE, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FORA PARTICULAR PURPOSE, MERCHANTABILITY, NON -INFRINGEMENT AND TITLE. SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, LICENSED SOFTWARE OR SOFTWARE SERVICES, AND OTHER SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES. 20. Limitation of Liability. a. SENSUS' AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING UNDER, OUT OF OR IN RELATION TO THIS AGREEMENT, ITS NEGOTIATION, PERFORMANCE, BREACH OR TERMINATION (COLLECTIVELY "CAUSES OF ACTION") SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS UNDER THIS AGREEMENT. THISIS SO WHETHER THE CAUSES OF ACTION ARE IN TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER STATUTE OR OTHERWISE. b. AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, SENSUS' LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE LIABLE FOR: (1) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; NOR (11) ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS AFFILIATES FROM ANY END USER(S), IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE; NOR (III) ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND EXPENSES. c. The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law. d. To the maximum extent permitted by law, no Cause of Action may be instituted by Customer against Sensus more than TWELVE (12) MONTHS after the Cause of Action first arose. In the calculation of any damages in any Cause of Action, no damages incurred more than TWELVE (12) MONTHS prior to the filing of the Cause of Action shall be recoverable, sEnsus xylem � c ■ CL § U � § § Cf) CL U 06 � $ � 2 cr 2 k CL \ / k U k = e @ § � § � s ` � � a C, 0 ua G e / / ) ) ; ! / / ( ( ci co cl) 6 5 5 5 5 2]0 m\ )E 2§E § m k= 7$ -0C EM `4)Eo iL M M42 0r �) t E e`er E_= um :E _ �aG /7� §'g �, o w2©; ��E �, �_= z2§° 2�§° �.2 x � -�_ ' Bo>, t� f)� 2 ®° ,< » ,- moo .o @an $ ]® g� 2�n �U� )ems k\ 0 �)m �> _> Et5 02CL - ,- m m m m 2 CL CL CL £ f f f > ) a a k k Q 2 / / Q W O O V Q W Q W W In Q Q W EA Q W d A O d w y o y L 41 v m a 0 N LL y U m L c c Z V O 2 c d 0 M Q 5 3 C J � U_ e- Q- O d E ° c L) d r Gf y O m d O c. w m m Q N EA O M Q W In Q cq V co N U Z O m w w C N U) M co N N O O LO N N W W W W W W Ito d '° >` L X V 0 C C V � •C C N a1 '° X L C C Q f6 R C C Q y y N d d A V d O V y y N d O ` V Lam, > a) X '6 y d •.� K y O ` a G L O) > O) u Cl) O >+ I d 'O C- L d M . C ° M 3 a O 'aQ 'O d C. m e 0> m C d V O v C 10 a7 C O y d 0) w_ >p C 3 y N O Q 'y6 Z "' N p N Q o m 3 3 m L c a) N C: N C: w o m L c m U y cli 'a () 0) 0 01 co N N m U y () N C O p c p V 7 IC Z Z 7 10 0) p m p G 0 0 2_ 01 N N L 'O N y L {L 'O y '6 01 Q a7 = _ '00 = _ •00 C 0) O O U Wd' C Z Z Lu t0 p M tpt C J O C O C E v 0 C Jle c D U N 01 0) a) 0/ c 22 D U N O Q c y a> 0_ c U a> G_ c U Q c y 5 J 3 J ii O (j � 3 0 O O (j d G y y F N H Cl) G y y N 4t M # # Q m m m Q m Z Z c 41 O c. y 41 O c. y 41 O c. y c 41 O a y > > > ? > Z Q N Ql Q N Ql Q N Ql Z Q U Ql U V 7 U V 7 U V 7 U V 7 N o LO M N L W co O N yj O EA c0 EA O EA �2 yj F LL U F LL Z Z Z Z Z O > O w > O > O n O w D m C N U) w C N U) w C N (1) m C N U) w C N U) o V N N 7 m O O O AN N u� M m 7 oo u� V L O n O � M (q m EA N EA EA EA � W W W W W W U C CC U C N d V U o TC U C 'RO O ON O 4)o0 Occ c O U i 5 c O iU d U c Q <1 c .2U > Vl K y(Oa y >+ K O O) Q LO d" w d a) L >+ K 0d-0 a c d-o a j A 'O y Cl) CD-0c )p c L -0 Q N c (D Gt 10 -O 6t 10 -O y O c 2 d A Q G1 10 -O N L d L•3• O V) y > w O 3 OyLC '_ V) Q (3n y VL) 'y Q- N Q a 2 E a) a> rn(n'a) a) m Q 16 a Q m c o m p o ) Z c Q m 3 Z 3 Z �.i 0 3 U 7 LL 3 Z fC N L 10 Y O O— d 10 N N O M (n N V) L_ LL -O N aL.. .a = 7 N H - = N V) L_ LL -O . m 3 o c m 3 o c u w R °O 0 m m o= m 3 o c c- o O( O Q" c°i 3 M O 0 Zo 4) m m m L c m o U O 1) co m 'n � m m — V 7 J 7 O U o J 7 � d O m 0 YY O u y y j M 3 F cm H G d H H VY of O O N N N N M N m m p m m m d d Z d d d O c aV'i m O c aV'i m rn � ? O c aV'i m O c aV'i m O c aV'i m Q w w N Q w w N 0 Q w w N Q w w N Q w w N U V 1) U V i) U V i) U V i) U V 7 ± ± ± ± ± ± ± 2k2 �2 �k 0CL .; §\ �2§ 2�0 0 �� 0 ©. o — a � [ ) � w 2 | § « _ § § ]a�� t] zzo� + e2'!E0U0s�u0 _f V) 2 2 0 0� 0) = �L E $ a)®� e § cn k•r k @ §Wf§a 10 —Q§N`S 0C§S —a) —0 �\2§ �o�m =0 E o 2 0 > ■r| §2E 0 gC ��gC �gE e2 ■� j oE0 o�c p� 0� o= =o© �2 � R2 §§k §k \�/ \�{ �@ �k ) 2§ k CO.0 � \ k�\ )w 4)$ �} /0 8 E �� o ) 2 / $ 2 U/� �� 0 w 2 2 0 m m m 2 m m 3 ; ; ; 2 ; ; z § § § z § § « « « « 3 N co 0 0ci M N V W OJ N M W O O O O W O N fH U O N O m C fA U C O N O m C C Hi U o O N O m C EA N o m o a) m o a) m o m a) u� d Q E C a) Q E C a) Q' C a) = N o cr 3 o cr 3 o N cr 3 rn U p U p ¢ U p ¢ aci uJ W W co N fA W W M� N W EA W W N W fA u) O O N O O o N O O co m W r 7 O M W N co (O CD O M t3J EH EA Z Z5 O N p O O N 0 y Ln a LO in .a c a)U U) m 7 O co M VJ N ul (O VJ O M ul O W W W W W W W W A N c x O x N N y r2 0 v C x 3 Tm X C X X � W O :a N LO C CXQ� C 76 ,� � `7 N Q t'' Q 7 m 2— > Z i M m= m= d O c O. '6co y❑ ` CQ1 y❑ y 0 N Q- A� dLO U c T— 2 > m O Z > m O Z (A N L O C E �❑ C X Z 7 N 'fl LL a= O= N W N W y N (n2 C 0 3 d ` cn co C > 3 N °w' d �_ ) L O N 47 �2 O- O O- V N LL O O C W W O L ~ 4 LL LL C 0• W M N M M M M u0 M M M co M W a) W a) W a) W a) W a) W a) W a) W a) O m Q O m Q O m Q O m Q O m Q O m Q O m Q O `c. m Q U V 7 U V 7 U V 7 U V 7 U V 7 U V 7 U V 7 U V 7 W O Cl) EA W O M EH W O M EH W O M EA W O Cl) EA W O M EH W O M EA N O CO V EA Q m Q m Q m m Q m Q m Q m 0,5) C N C N C N C N C N C N C N C N N F- a)U a)�' a)U a)F- a)U a) F- a)U- W O Cl) VJ W O Cl) ul W O Cl) VJ W O Cl) VJ W O Cl) VJ W O Cl) ul W O M VJ N O N V VJ W W W W W W W W a a a a a a a a 3 A A A T m LO A m mLf) A m mLf) A m m T m OC L= O- C O- C O- C* O- C:a O- C* O- C:a O- y m N N ta N_ N df y N N N ta N_ N df y N N N ta N_ N df y N N +�. d N N �a ma ma ma ma ma ma ma 04 it cr F C — R N C U /6 N C P_ l6 N C L) M N C �_ l6 N C L) M N C �_ l6 N C LL M 3 Z 3 Z 3 Z 3 Z 3 Z 3 Z 3 Z 3 3 0 3 0:3 0 3 0 3 0 3 0:3 0 3 N D N ih 0 Cl) O V D N MnN MnN MnN N d w 0: oc oc 0: M O C V N C Cl) V C LO V O v W d W d W d W d W d W d W d W d O m Q O m Q O m Q O `c. m Q O `c. m Q O m Q O m Q O `c. m Q N V 7 (1) N V 7 ri) N V 7 ri) N V 7 N N V 7 N N V 7 ri) N V 7 ri) N V 7 U) W O Cl) EA W O M EH N O CO V EH W O M EA W O M EA N O CO V EH W O M EA W O M EA Z Z Z Z Z Z Z d Z V1 UJ N_ y 2 N_ 2 y y y O a O rn O m O rn O m O a) O a) O rn C N C N C N C N C N C N C N C N ) U N F- N U- a)U a)F- a)u- a)U a)F- W O Cl) VJ W O Cl)V VJ N OJ VJ W O Cl) VJ W O Cl)V VJ N W EA W O M VJ W O M VJ W W W W W W W W Q Q Q Q Q Q Q Q L L L L L L L L T A A T 3 T 3 m LO T m mLf) A m m m m LO T m C* O = C* O = C* O = C* O = C* O = C*k O = O _ O _ N d N_ N d N N df d N N N d N_ N df d N N d N N '"R' (D y N ..R. d N N 3) mn. w, ma w (L) a. w 0) mo. w (L) a. Of 3 mLL 0 3 Win. a) 3 �a N C '6 N C v N C v N C v N C v N C N "6 U C N "G C L) R �_ R LL R L) R �_ R LL R _ R _ R 0 3 0 3 O� 0 3 O 7 0 3 O 3 O 3 �O W O (O 00 co co OO o0 d d d d d d � L d N N N N N N N N V 2k .0 ik V ik N # ik ik ik ik m d m d m d m d m d m d m d m (D O m Q O m Q O m Q O `c. m Q O `c. m Q O aa) Q O m Q O `c. m Q N V 3 (1) N V 3 ri) N V 3 ri) N V 7 N N V 7 N N V 3 ri) N V 3 ri) N V 7 U) N (O N EA N (D (D co EH 7 O O EA N (D (D co Uf 7 O O EA (n 7 d' N M o O CO N N (n r*� 7 V N m Z Z Z Z Z EA Z EA Z EA Z gN ga ga ga ga ga ga ga O O� O� O� O� O� O� O� C N N C �"� N C~ N C �"� N C~ (N C i.) N C~ (N C i.) d U- d d d d d d d (O CO VJ (O co co ul 7 o VJ (O co W VJ 7 o VJ co p) N m to u co p) N N W W W W W W W W L L L L L L s E 00 E °� 00 m °� 00 m £ °� °r m 3 t U_ t U_ m m T m U— U— U— U— U 01 O �d. .� y s .ed. ,= y i a �d. y a �d. y i a �d. y a �d. y i y d y d y 0) R d y 01 A d m y(D 7 01 y d 7 01 y d 7 01 y d 7 01 y d y y 3 Gf d 0 0 0 0 0 J N 0. U J NCN 0_ F J N 0- J N 0' J N 0- J N 0' J 0- NLL L Z s Z s Z s Z s Z s Z 0 Q O 3 +L+ 3 p 3 o 3 0 3 o 3 0 3 O 3 LC1 T to T N T N T M T M T T C O L L L L L N N y N y y y y to y U) y y y U) y Ofa y a pl w a w a Of D 2k N # ik D ik � ik D ik ik xk m d m d m d m d m d m d m d m d O c. m m Q y O c. m m Q y O c. m m Q y O c. m m Q y O `0. m m Q y O `0. m m Q y O c. m m Q y d `0. m m Q d d V 7 (1) d V 7 ri) d V 7 ri) d V 7 ri) d V 7 N d V 7 ri) d V 7 ri) d V 7 ri) o co m co uO r- m v (D v (D o Ln co co co co r- 7 O (D O N In r- m M M n N N N N N N N yj EA EA EA EA EA EA EA Z Z Z Z Z Z Z Z O O O O O O O O n N c m N c LL n N c U m N c n N c LL m N c U n N c m N c LL d (f) d U) d (f) d U) d (f) d U) d (f) d U) co co V m N o m M l U7 V (D O (D m co O 7 O (D O P- N N m M M N N N N N EA EA EA EA EA EA EA N Q W Q W Q W Q W Q W Q W Q W Q W Mw 00 aw w 00 w w 00 E E E E E E E E U- c (% c c :.' c :� c c :' c i N •7 :: •i N i N •� •i N :: C N •7 •i N •i N i N •7 N d a) N d 7 01 N d a) 7 N (D d 07 N d 7 (D N d N 7 0 d 07 N d N IL C-4 IL 04 IL H LL U F.-LL U H LL Z L Z L Z L Z L Z L Z L Z L Z L o 3 0 3 0 3 0 3 0 3 0 3 0 3 0 3 c T to T c T c T co T m E m E d E m E m E d E m E m E V1 d N d y d N d N d y d N d N d .� N .� N .� N .a N .� N .� N .� N .� N Q Ir Q of Q Q of Q of Q M U7 (D 19 OJ m O r m d m d m d m d m d m d m (D m d O c. m Q O `c. m Q O c. m Q O `c. m Q O `c. m Q O m Q O m Q O `c. m Q d V 7 U) d V 7 rn d V 7 U) d V 0 N d V 0 N d V 7 rn d V 7 U) d V 0 rn v N o M N LO cD r N co cD O o ° rn O o ro o co 0 O v N A + Z A + Z A + Z EA + Z N v T O° 64 y ° c O O ? O ? O ? ° m c a a m o N _ 'T N c0 N c� N �� N c� I m� a .0. U ?mxw a) fn V D r N EA a) fn O ID 0) N EA a) fn W co m N EA a)O U) W o r EA J cp W N fA U S r c7 EA > W N EA W W W W O W D W O W O O.M d Y M w O Gf i Q Q Q V U O U 0 y O y CL O d 3 E a a>i0 c R>c �m IC1 L O m O a) N U U U 0> d❑ d 0 fA N C y O y y 3 o O y O Y 0 0 V O V O) d N O 01 d y O 07 d y G1 C J R N ❑ t J C O� U C Q J J J nj d H 7 .�+ UJ p N p N a w N d Q d C E 'a U' O y i y U Zle Z Z E N R L d L w N y N N .�. LL y r r2 r r2 r O C -O y chi c A _ S> y 2O2 G = c 0 3 3 0 3 `m. •- m y 3 O T O T O >� CO R N Q +O• > T N w d E ? O O y a)r y y •O) y d y y •01 y d y to .O y (� E y V y 3 3d E M £ Z C tl l6 LL C O m Q a m Q m Q d o- ❑ L o a c a x n m r Cl) r m d m d m d m d m d m d m d O c m m Q y O c m m Q y O c m m Q y O `c m m Q y O `c m m Q U! O `c m m Q U! O c. m m Q y N V 7 N V 7 N V 7 N V 7 N V 7 N V 7 N V 7 LO O O M VJ 0 O O N W � w M � � EA f— (D r V d N N 64 EA p F-- EA Y Y — U N C cD m J Q. ~ J U)N m 0 zo U) U y.� N (0 .0 as bo F C w E y o o o m >> a) o Q N u- O co0 m 2 d cq m O N u) O m u) co r EA V% r0 r (V d N N ffl EA M O 7 EA O c0 O EA co M 7 fA 0 U d N = N �� o m m O m ro ' o E Y = 1 U J M O 7 EA n O OJ O fA co M 7 EA W W W W W W W W W Q c10i m 0 (D E U N a V g O Xa.2 moa E ) m N N L E 'L(n Uy = me LL o Cl) O J 0J0 o a a N F a C9 - ) w .Q am > G 01 c �'c a.0 o f C y, N a2 aS J N N atj Lo p N Q O d Ln 0 d °c _ U) a �x c r N d ti t y g N y a U p of y a1 d = d N m N co ci C.)a) m -a = d U a = CL W E > N E O (q y W N O E O c7 c J m u = U Y J U co O O N W M W d' W (D W (O W m m m m m m m m m d O aa) d O aa) N O (D N O aa) N O aa) N O aa) d O aa) N O aa) d O aa) m Q N m Q N m ¢ IN/1 m Q IN/1 m ¢ IN/1 m Q IN/1 m Q N m ¢ IN/1 m Q N U U 7 N U U 7 N U U 7 N U U 7 N U U 7 N U U 7 N U U 7 N U U 7 N U U 7 N =f 2» 25 2» 2» 2» 25 2/ 2/ 2) Qo , «a , «« , «a , «a , «a , «« ,e ,e ,e °)« °)« °)« °)« °)« °)« 0m o2E 02E )$7 )$3 )$7 )$7 )$7 )$7 §L) - §°3 - §°3 - /3 // // // ±± ±± ±± ±± ±± ±± ± ± ± ± ± ± ± ± ± ± z k j m 0 L � 0 ` j G § 6 6 § / \ \ / s 3 3 a « \ 2 2 2 % 0 0 k§ 2 9 , « , ta k IL ƒ 2 E k k § � 2 k k/ § k § 0 0 CO$ §\ kco « 2 2 2 2 2 2 2 2 2 2 m m m m m m m m m m k k k k k k k k k k « « « « « « « « « « 0 LO o c6 of Oi M 64 64 Z N Z N Z N Y C (` 2 C 2 C C N J 12 [2 N m (D N o (D N ro (D E o in in cn U N O O O M fA K3 m fA En W W W W O O N N N N J U U U V N N N 01 01 01 C Y Y Y l6 E C9 C9 C9 E U lL4 l`4 N lL6 N N N N O d rn rn rn o m m m m a o o o m d v v d d v v 0 0 0 0 a a a a N N N N m m m m m m m m Q Q Q Q N N N N N N N N U U U U U U U U 7 7 7 7 W N C E O m r V1 H G1 d ❑ W W W W Gf � U N G O 2 N 7 O) tt �U C u_ u i O C N C N V ILY E 7 r N l0 ? C ? ` m i U LL X x N O N V M C O Q' ao 0 wa (n LL O d a w 0 0 0 0 0 m O O O m Z Z Z a d v 0 a rn rn v m v 0 n rn > m m m > Q N N N Z Z Z Q N N N U U 7 V1 U U 7 fn M oo O .0 10 M Cl? N W M O Cl) N m (0 O0 EA V3 EA Vi � N N N N m C Q C C Q C o o o°° a�= o� �a�= o� �a� c p� �ac� c oats �-a U d U o OJ () d U O Ol U a d N O 6 U d U 0 U a d N 0 u, m a a� a oaf u, ur a o_� y a a oaf d u, K w a a F U E J S 5 U E J U E J U E J U E d U d U d U d U d U U U U U M oo O O O M cl? N m M (O to N M to O0 fA ef) 69 H3 fA 0 0 10 m a a U? M Lq M Lo oo N N cc lc N M M 01 01 A H3 H3 co M co 4a W W W a o a o a o w FL w FL w FL c m c m c m io U) in Lq L co co m m ea U3 N H3 W W W W W W W W W V U C C V � 01 V f� C1 .0 .y C1 .y 2 .N C1 .y O C N A V V E Gi O L d N M d' w Co x x co 'v 1n M M 7 l0 O O O xt Xk it *kk it 7t i# 7t m m m m m 0 m m m Z N aGl N N aGl aGl aGl Gil v v v a v o v 0 0 0 0 0 0 0 0 0 a a a a c a a a rn m m m m m :0 m m m > > > > > m > > > a a a a a 0 a a a V1 N V) N tll N y y d d d d d U d d d U d d d U d 7 7 d 7 d 7 d 7 u 7 u 7 u 7 N V7 y y V7 y y y a � Q y m m o °p o a c0 .. io � L O � a .. m o w y d w o a .z c c m c7 a 3 m � d o a� c m d n� E c � o w a m a m o y a 3 a ti v 3 � a 9 O C a U � � 3 y ai O p n a � a vi c a m � d � � o a -p c > ._ c o y d c L y w � T � N U O N nn a m o c � m f9 3 c O � L N U m E a w v N « h � o c « � o c c p U O [0 jB o E U ry C > y an« m yo j O U O N n d F � c a V n a l4 L m c U y O � � a a C m y c � « d O � - � N � m � a n CORPORATE RESOLUTION OF AUTHORIZED SIGNATORY I, Thomas Thirkettle, the undersigned President and Chief Executive Officer of Thirkettle Corporation dba Aqua -Metric Sales Company dba Utiliuse, a California corporation duly organized and existing under the laws of the State of California with its principal location at 4050 Flat Rock Drive, Riverside, CA 92505 (collectively the "Corporation"), hereby authorize Christopher Newville, Manager, with the signing authority of documents on behalf of the Corporation and to act upon and take such steps as appropriate and in connection with the Corporation's operational business initiatives and written instruments, including but without limitation to proposals, agreements, documents, transfers, assignments, contracts, obligations, certificates and other instruments of whatever nature so delegated by the Corporation (the "Documents") and entered into by the Corporation upon having received my consent of such Documents. RESOLVED, that, by a quorum of the Board of Directors meeting called and held on under the state laws of California and Bylaws of the Corporation on February 24, 2023, where said resolution appears on record within the Official Minutes of the Board of Directors meeting, the Board of Directors approved to authorize and empower Mr. Newville to make, execute, endorse and deliver the Documents in the name of and on behalf of the corporation,. I, Thomas Thirkettle, hereby certify by authorized signature and seal of the Corporation, as attested by the Secretary of the Corporation, that the foregoing statements are held to be true and accurate in accordance with state law and the Bylaws of the Corporation this �� day of bhk 2023. Attest: Lea Thi om s hirkettle, President & CEO CA— tle. Vice President & Secreta 6/22/26, 1:16 PM M&C Review CITY COUNCIL AGENDA Create New From This M&C DATE: 6/9/2026 REFERENCE NO.. CODE: P TYPE: Official site of the City of Fort Worth, Texas FORT WORTII **M&C 26- LOG NAME: 13PRFP 26-0162 WATER 0484 METERS & APPURTENANCES CONSENT PUBLIC NO HEARING: SUBJECT. (ALL) Authorize Execution of Non -Exclusive Agreements with Badger Meter, Inc., and Thirkettle Corporation dba Aqua -Metric Sales Company for Water Meters & Appurtenances in an Amount Up to $5,559,562.00 for the Initial One -Year Term and Authorize Four One -Year Renewal Options for the Same Annual Amount for the Water Department RECOMMENDATION: It is recommended that the City Council authorize the execution of non-exclusive agreements with Badger Meter, Inc., and Thirkettle Corporation dba Aqua -Metric Sales Company for water meters & appurtenances, in an amount up to $5,559,562.00, for the initial one-year term and authorize four one-year renewal options for the same annual amount for the Water Department DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize the execution of an agreement with Badger Meter, Inc., and Thirkettle Corporation dba Aqua -Metric Sales Company for water meters & appurtenances in an annual amount up to $5,559,562.00 and authorize four one-year renewals. The Water Department approached the Purchasing Division to secure an agreement for water meters & appurtenances located throughout the City of Fort Worth (City). The City invited vendors to participate in this Request for Proposal (RFP) to establish an annual agreement to procure water meters & appurtenances. Purchasing Staff issued RFP Number 26-0162. The RFP consisted of detailed specifications describing the responsibilities and requirements to provide these services. The RFP was advertised in the Fort Worth Star -Telegram on April 1, 2026, April 8, 2026, April 15, 2026, and April 22, 2026. The City received three (3) responses. Ferguson Enterprises, LLC was eliminated. An evaluation panel consisting of representatives from the Transportation and Public Works and Water Departments reviewed and scored the submittal using Best Value criteria. The individual scores were averaged for each of the criteria, and the final scores are listed in the table below. Proposers Evaluation Factors Flu• Imo• lu• Imo• f. Total �_adger Meter, Inc. 0.00 21.0 14.17 8.0 5.0 20.0 68. 77 Thirkettle Corporation dba Aqua -Metric Sales Company 0.00 23.0 V9. 77 9.50 8.0 9.10 68.77 Ferguson Enterprises, LLC 0 00 12 00 10.0 8.0 3.67 0.00 3_ 67 The RFP document specified the use of the following Best Value Criteria: a. Small Business Participation b. Qualifications and Company Experience c. Ability to meet City's needs d. Method of Approach e. Proposed equipment, and work plan f. Cost apps.cfwnet.org/council_packet/mc_review.asp?ID=34527&councildate=6/9/2026 1/3 6/22/26, 1:16 PM M&C Review After evaluation, the panel concluded that Badger Meter, Inc., and Thirkettle Corporation dba Aqua - Metric Sales Company presented the best value for the City. Therefore, the panel recommends that City Council authorize the execution of non-exclusive agreements with Badger Meter, Inc., and Thirkettle Corporation dba Aqua -Metric Sales Company. No guarantee was made that a specific amount of items will be purchased. FUNDING: The actual amount used will be based on the needs of the department and available budget. Funding is budgeted in the General Operating & Maintenance category in the Water & Sewer Fund for the Water Department. AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and shall expire one year from that date. RENEWAL TERMS: This agreement may be renewed for up to four (4) additional one-year terms. This action does not require specific City Council approval, provided that City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. SMALL BUSINESS — In accordance with the City's Small Business Ordinance, the City has established a 30\% Small Business goal for this solicitation/contract. No vendor met the criteria to achieve this goal. Therefore, the responses were evaluated based on the remaining best value criteria. This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Water & Sewer Fund to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. BQN\\ Fund Department ID Account Project ID Program Activity Budget Year Reference # (Chartfield 2) Amount FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Reginald Zeno (8517) Jessica McEachern (5804) Reginald Zeno (8517) Christopher Harder (6344) Brandy Hazel (8087) Aiyanna Owens (8317) 13PRFP 26-0162 WATER METERS & APPURTENANCES fid table.xlsx (CFW Internal) apps.cfwnet.org/council_packet/mc_review.asp?ID=34527&councildate=6/9/2026 2/3 6/22/26, 1:16 PM M&C Review 13PRFP 26-0162 WATER METERS & APPURTENANCES funds avail.docx (CFW Internal) Form 1295 Certificate 101538766-AquaMetric.pdf (CFW Internal) Form 1295 Certificate 101540308- Badger.pdf (CFW Internal) SAM-Badger.pdf (CFW Internal) SAM-Thirkettle.pdf (CFW Internal) SOS-Badger.pdf (CFW Internal) SOS-Thirkettle.pdf (CFW Internal) apps.cfwnet.org/counciI_packet/mc_review.asp? I D=34527&counciIdate=6/9/2026 3/3 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2026-1462512 Aqua -Metric Sales Company Selma, TX United States Date Filed: 05/14/2026 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort Worth, Texas (Fort Worth Water Department) Date Acknowledged: 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. RFP 26-0162 Water Meters & Appurtenances 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary Thirkettle, Chris Riverside, CA United States X Thirkettle, Lea Riverside, CA United States X Thirkettle, Tommy Riverside, CA United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Christopher Newville and my date of birth is My address is 16914 Alamo Parkway, Building 2 Selma TX 1 78154 USA (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Guadalupe County, State of Texas on the 14 day of May 2026 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.db93d4f8 FORTWORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Thirkettle Corporation dba Aqua -Metric Sales Company Subject of the Agreement: Vendor will provide Water Meters and Appurtenances on an as needed basis for the City of Fort Worth Water Department. M&C Approved by the Council? * Yes 8 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑ New Contract. If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: The date our ACM signs it. If dierent from the approval date. Expiration Date: September 8, 2027 If applicable. Is a 1295 Form required? * Yes 8 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contact. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes N No ❑ Contracts need to be routed for CSO processing in the followingorder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided' the contact ivill be returned to the department.