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HomeMy WebLinkAbout065889 - General - Contract - Badger Meter, Inc.CSC No. 65889 FORT WORTH CITY OF FORT WORTH PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is entered into by and between Badger Meter, Inc. ("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: Seller's Payment Schedule and Discounts; 4. Exhibit D: Conflict of Interest Questionnaire; and 5. Exhibit E: Certification of Signature Authority Exhibits A through E, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Total annual 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 Page 1 of 35 Executed effective as of the date signed by the Assistant City Manager below: CITY OF FORT WORTH: By: Name: Jesica L. McEachern Title: Assistant City Manager 10/02/2026 Date: I: :1Ay nDS[sluu D►11 D1 dw' ceder By: Christopher Harde (Sep 29, 2026 16:18:11 CDT) Name Title: Chris Harder, P.E. Water Department Director ATTEST: poFORinyoaap °naa�z4sa By: Name: Jannette S. Goodall Title: City Secretary SELLER: Badger Meter, Inc. By: Name: Charla D. Dury Title: Assistant Secretary — ad Proposals Date: _September 29, 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: /" Name: Patty �anilson Title: Contract Services Administrator APPROVED AS TO FORM AND LEGALITY: By : Name: Title: Amarna Muhammad Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 26-0484 M&C Approved: June 9, 2026 Form 1295: 2026-1463891 Page 2 of 35 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 ("Effective Date") and shall expire on September 8, 2027 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 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. Each subsequent one-year renewal may be subject to an annual price adjustment to be provided by Seller after Buyer provides notice that it wishes to exercise a one-year renewal option. Any price adjustment request is subject to acceptance by Buyer and applicable State law. If Buyer rejects the price adjustment, the Agreement may be terminated as provided in Section 20. 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 Public Information Act. In the event there is a request for information marked Confidential or Proprietary, Buyer 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 will not be decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a 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 CONTRACTS 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 Page 3 of 35 employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position 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. Page 4 of 35 10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 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, 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. Page 5 of 35 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 warrants the products under this Agreement in accordance with its standard manufacturer's warranties. Buyer agrees that the remedy for breach of warranty is limited to repair or replacement at Seller's option and expense, including expenses associated with assessment of the defect/nonconformity. 16.0 SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended, so long as Buyer installs and operate such products in accordance with our publicly available Installation and Operations Manuals. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately 17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 17.1 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. 17.2 SELLER shall be liable and responsible for any and all claims made against the Buyer for infringement of any patent, copyright, trademark, service mark, Page 6 of 35 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; 17.3 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 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 17.4 The representations, warranties, and covenants of the parties contained in section 13 through 16 of this Agreement will survive the termination and/or expiration of this Agreement. Page 7 of 35 18.0 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. 19.0 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. 20.0 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. In addition, this Agreement may be terminated by Seller, upon the delivery to Buyer of a written "Notice of Termination" specifying the date upon which such termination becomes effective, if Buyer rejects the price adjustment proposed to Seller as stated in Section 3.0 above. 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. Page 8 of 35 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 each party shall not be liable to the other party for any other costs or expenses, 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. 21.0 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. 22.0 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. 23.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 24.0 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 Page 9 of 35 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. 25.0 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. 26.0 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. 27.0 LIABILITY AND INDEMNIFICATION. 27.1 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 KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. SELLER'S LIABILITY UNDER THIS SECTION SHALL BE LIMITED TO 1.5X THE TOTAL AMOUNT PAID BY BUYER FOR GOODS SUPPLIED UNDER THIS AGREEMENT. Limitation and Exclusion of Damages. BADGER METER SHALL NOT BE LIABLE FOR: (A) ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, DIRECT OR INDIRECT LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, SHUTDOWN OR SLOWDOWN COSTS ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, WHETHER OR NOT THE Page 10 of 35 POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED INADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHER WISE) UPON WHICH THE CLAIM IS BASED; (B) ANY IN/OUT COSTS; (C) ANY MANUAL METER READING COSTS AND EXPENSES; OR (D) ANY COSTS AND EXPENSES TO REMOVE PRODUCT FOR WARRANTY ANALYSIS, OR RE -INSTALLATION COSTS AND EXPENSES. "IN/OUT COSTS" MEANS ANY COSTS OR EXPENSES INCURRED BY BUYER IN TRANSPORTING GOODS BETWEEN ITS WAREHOUSE AND ITS END USER'S PREMISES. "END USER" MEANS ANY END USER OF THE WATER OR GAS THAT PAYS BUYER FOR THE CONSUMPTION OF WATER OR GAS, AS APPLICABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INCLUDING ANY LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES, ADDITIONALLY, THE LIMITATIONS AND EXCL USIONS DO NOTAPPLY Y TO, AND SHALL NOT LIMIT OR EXCLUDE RECOVERY FOR: (A) SELLER'S INDEMNIFICATION OBLIGATIONS; (B) SELLER'S BREACH OF ITS INTELLECTUAL PROPERTY OBLIGATIONS; OR (C) SELLER'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. 27.2 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 CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 27.3 INTELLECTUAL 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 Page 110135 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. 28 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. 29 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. 30 NOTICES TO PARTIES Page 120135 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 31 NON-DISCRIMINATION TO SELLER: Badger Meter, Inc. Charla D. Dury, Assistant Secretary — Lead Proposals 4545 W. Brown Deer Road Milwaukee, WI 53223 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 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. 32 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. Page 130135 Buyer, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 33 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. 34 RIGHT TO AUDIT At Buyer's sole expense, 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. 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. 35 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. 36 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 Page 140135 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. 37 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 the Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 38 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. 39 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. Page 150135 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. 40 INSURANCE REQUIREMENTS 40.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (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): Page 160135 $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. For the avoidance of doubt, Buyer acknowledges that Seller's Technology Errors & Omissions coverage meets this coverage requirement. 40.2 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 to the Risk Manager, Buyer of Fort Worth, 100 Fort Worth Trail, 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. Page 170135 41 FORCE MAJEURE Buyer and Seller will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the Buyer in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 30 of this Agreement. Page 180135 EXHIBIT B- SCOPE OF WORK 1.0 Seller 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 Seller shall also provide two (2) references from other government agencies or comparable contracts showing product deliverability and reliability. 1.2.2 Seller 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 Seller 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. 1.2.3 Return Material Authorization shipping to and from will beat the Seller'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: Page 190135 1.3.3.1 Positive displacement (5/8" through 1") 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. Page 20 of 35 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 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 Page 21 of 35 modules. 1.6.3 The register face and odometer/totalizer shall be oriented to allow reading from the inlet (City) side of the meter. 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/Seller 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 Page 22 of 35 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. 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. 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. Page 23 of 35 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 FIG 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; 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 1.5", 2", 3", 4", 6", 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. Page 24 of 35 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. 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. Page 25 of 35 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 free 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. 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 "V" shaped Page 26 of 35 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. 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 ± 1.5%) for the specified operating range. Page 27 of 35 1.9.15 Turbine meters shall be warrantied 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. 1.10Electromagnetic 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. 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; Page 28 of 35 1.10. l 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. 1.10.11Meters 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. 13 Tampering - 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. 1.10.15 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. 1.10.16Reverse Flow — Detects the reverse flow of water re-entering the distribution system. 1.10.17High Flow - Detects high usage and/or excessive flow. 1.10.18 Electromagnetic 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; 1.10.21Main 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. 1.1l 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 Page 29 of 35 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: 1.11.8.1 Tampering - Detects register removal as well as magnetic interference to reduce apparent water losses and protect against unauthorized activities. 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. Page 30 of 35 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 Sellers with a minimum of five years of experience producing AWWA C715 -compliant electromagnetic meters. 1.12Ultrasonic Meters 1.5", 2", 3", 4", 6", 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. 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 Page 31 of 35 accuracy: 100 1 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. 1.13Delivery 1.13.1 The equipment shall be delivered and installed between 9:00 a.m. to 4:00 p.m., Monday through Friday, unless otherwise requested by the Water Department 1.13.2 The Seller shall not deliver the equipment on City -observed holidays, including: 1.13.2.1 New Year's Day Page 32 of 35 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 Page 33 of 35 N C O U) A� W V Cl) a) E U X W m VJ O O W Q W Q W Q W Q W Vl d N R y N d d A N r � w c v c v R c d a m C C r C. y LL' C 2u. 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U C a) ._ .0 'p Y a) O O0 a) U) U) a) <a UO .0 C)) U C U U N Q y a) 0 .0 0 a) a, O an a3 a, U a) a C 0 0 N_ 0 U a) cc 0 N O -1 c -I EXHIBIT D CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the Buyer, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the #4 box in all cases. Page 34 of 35 Not Applicable for Badger Meter, Inc. contract as no Conflict of Interest exists. CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23. 84th Leg.. Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, Date Recesed by a vendorwho has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1). Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006. Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. Badger Meter, Inc. 2J Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information In this section is being disclosed. Not Applicable Name of Officer This section (item 3 including subparts A. B. C. & D) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a). Local Government Code. Attach additional pages to this Form CIO as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes 0 No Not Applicable B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? F] Yes 0 No Not Applicable C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more? Yes 0 No Not Applicable D. Describe each employment or business and family relationship with the local government officer named in this section 4 C� September 29, 2026 Signature of vendor doing business wit the overnmental entity L Adopted 8.1712015 Page 35 of 35 Exhibit E - Signature Authority Badger Meter I certify as follows: CERTIFICATION OF SIGNATURE AUTHORITY 4545W Brown Deer Road PD Box 245036 Milwaukee, Wisconsin 53224-9536 414-355-04001800-876-3837 wwwbadgermeter.com By Board Resolution adopted by the Board of Directors of Badger Meter, Inc. and in full force and effect as of this date: The following elected executive officers are, among other things, hereby authorized to execute, amend, and cancel bids and contracts for the sale of products, distributor and representative agreements, bid bonds, surety bonds, contracts, leases and certain other legally binding documents in the ordinary course of business, in the name of Badger Meter, Inc. Kenneth C. Bockhorst Chairman, President and Chief Executive Officer Robert A. Wrocklage Executive Vice President — North America Municipal Utility Matthew L. Stuyvenberg Executive Vice President — Software, Global Commercial, and International Utility William R. Bergum Vice President — General Counsel and Secretary Kim K. Stoll Vice President — Customer Support and General Manager — SmartCover Daniel R. Weltzien Vice President — Chief Financial Officer and Treasurer Christina M. Tarantino Vice President — Controller Pursuant to the Power granted by the Board of Directors, the following elected non -executive officers are hereby authorized to execute, amend, and cancel bids, bid -related contracts and documents, requests for proposals and quotes, and all other bid - related documentation in the name of Badger Meter, Inc. Allison M. Cardona Assistant Secretary Lead — Proposals Wayne Dennis Assistant Secretary Sr. Director —International Sales, Marketing, & Business Dev. Charla D. Duty Assistant Secretary Lead — Proposals Claire A. Evans Assistant Secretary Director — International Human Resources Nicholas J. Gemmel] Assistant Secretary Director — Senior Legal Counsel Matthew B. Gieseke Assistant Secretary Lead — Proposals Charity D Granberry Assistant Treasurer Sr. Manager — Accounting Shauna A. Griffin Assistant Secretary Sr. Director — Sales, North America Rod Krings Assistant Secretary Director — Turnkey Operations David A. Miller Assistant Secretary Director — Legal Counsel Rachel J. Meyer Assistant Secretary Manager — Proposals Heather J. Oelhafen Assistant Treasurer Manager — Credit Jevgeni Neufeld Assistant Treasurer Director — Finance Michael Steiner Assistant Secretary Director —International Operations Kavin Tedamrongwanish Assistant Secretary Director— Legal Counsel Monique D. White Assistant Secretary Lead — Proposals Simon Unger Assistant Secretary Bids Manager International Corey T. Williams Assistant Secretary Sr. Director— Business Development I.� January 1, 2026 Date William R. A. Bergum, Vice President - General Counsel & Secretary Badger Meter, Inc. 081518 6/22/26, 1:16 PM M&C Review CITY COUNCIL AGENDA Create New From This M&C, DATE: 6/9/2026 REFERENCE *"M&C 26- LOG NAME: N O.: 0484 CODE: P TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FORT I 13PRFP 26-0162 WATER METERS & APPURTENANCES NO 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 a. b. c. d. IG. f [Total Badger Meter, Inc. [0.00[21.0 14.17 8.0 5.0 20.0168 17 [Thi rketle Corporation dba Aqua -Metric Sales Company 0.00 r23.o 1 9.17 9.50 r8.0 [9.10 [68.77 [Ferguson Enterpri ses, LLC [0.00 f 12.0 X10.0 [8.0 13.67 [0.00 [33.67 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 INFORMATIONICERTIFICATION: The Director of Finance certifies thatfunds 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\\ TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year Chartfield 2) FROM Fund Department Account Project Program Activity Budget 1 Reference # Amount ID ID I Year I (Chartfield 2) f 1 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- AauaMetric.Ddf (CFW Internal) Form 1295 Certificate 101540308- Badger.Ddf (CFW Internal) SAM-Badger.pdf (CFW Internal) SAM-Thirkettle.pdf (CFW Internal) SOS-Badger.pdf (CFW Internal) SOS-Thirkettle.odf (CFW Internal) apps.cfwnet.org/counciI_packetimc_review.asp?ID=34527&councildate=6/9/2026 3/3 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 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 1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2026-1463891 Badger Meter, Inc. Milwaukee, WI United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/18/2026 being filed. City of Fort Worth 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. 26-0162 Water meter and appurtenances 4 Nature of interest Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 UNSWORN DECLARATION My name is Charla D. Dury and my date of birth is My address is 4545 W. Brown Deer Road Milwaukee WI 53223 US (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Arapahoe County, State of Colorado on the "day of May 20 26 (month) (year) Signature of authorized agent of c ntr ting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.db93d4f8 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Badger Meter, Inc. 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 0 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes 0 No R New Contract If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 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 different frorn the approval date. Expiration Date: September 8, 2027 If applicable. Is a 1295 Form required? * Yes R No 0 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes R No 0 Contracts need to be routed for CSO processing in the following order: 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 contract will be returned to the department.