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#12-5968 (Ferguson Enterprises, Inc.) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE F " r"7"% .rems, COUNTY ATTIRNEY PINK ROUTING SL q9 a ,s Routed by Purchasing Department to Office InitialtSh Date the Following Addressee(s) (In routing order) 1. Risk Management Risk 2. County Attorney Office County Attorney Office n4 3. BCC Office Board of County Commissioners c \3V3 4. Minutes and Records Clerk of Court's Office (cipnvl 5. Return to Purchasing Department Purchasing Contact: Diana DeLeon PRIMARY CONTACT INFORMATION Name of Primary Diana DeLeon for Kelsey Ward, Phone Number 252-8375 Purchasing Staff September 10,2013 Contact and Date Agenda Date Item was September 10,2013 / Agenda Item Number 11.E✓ Approved by the BCC Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 12-5968 Ferguson number if document is NumberNendor Name Waterworks to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed (_706,- by the Office of the County Attorney. �"" 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception),an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for the Chairman's signature. MEMORANDUM Date: September 16, 2013 To: Diana De Leon, Contract Technician Purchasing Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #12-5968 "Automatic Meter Reading System" Contractor: Ferguson Waterworks Attached is an original of the assumption agreement referenced above (Agenda Item #11E), approved by the Board of County Commissioners on Tuesday, September 10, 2013. The original will be held on file with the Minutes and Record's Department in the Board's Official Records. If you have any questions, please contact me at 252-7240. Thank you. Attachment SECRETARIAL CERTIFICATE OF AUTHORIZATION The undersigned Vice President and Secretary of Ferguson Enterprises, Inc., a Virginia corporation (the "Corporation"), hereby certifies that: i) certain of the Corporation's facilities in the State of Florida are doing business as Ferguson Enterprises, Inc., d/b/a Ferguson Waterworks and ii) Mark McFalls is General Manager of the Fort Myers, FL area and iii) that the resolutions adopted by the Corporation's Board of Directors effective July 31, 2013, duly authorize certain of the Corporation's officers, including the Vice President and Secretary, to designate, and I hereby do so designate Mark McFalls as an authorized representative of the Corporation to act for and on behalf of the Corporation to prepare and submit bids and proposals to the Corporation's customers, to enter into contracts, agreements or other documents, and to execute such documents and undertake all such acts as may be deemed in the best interest of the Corporation, including the execution of bonds and in doing so, to contractually bind the Corporation. Unless withdrawn sooner, this certification of authorization shall be effective until July 31, 2014. Dated: August 23, 20i I i,�� FERGUSO 11 ENTERPRISES, INC. c, . By: — cc i • z = e • %all, Vice President and Secretary Commonwealth Vio .)'•• ',s,. /R G I T,\\\ City of Newport News°1 I!1 I 1 �\ Sworn to subscribed and acknowledged before me this 23`d day of August, 2013, by Terry E. Hall, personally known to me, in his capacity as Vice President and Secretary of Ferguson Enterprises, Inc., a Virginia corporation, on behalf of such corporation. ```�,owitiiiuu//,/, .�`�� r�:catCOL4 '' 'RY Pi/ .1q Notary—Melin a M zicola,o ivson ten';o ii S. = MY Iz _ COMMISSION S.My commission expires: 8/31/2017 a'; NUMBER r W 360764 2? / ALTH E o`� //UHI AGREEMENT12-5968 for Automatic Meter Reading System THIS AGREEMENT, made and entered into on this 10441 day of n{ .,2 Lx--2013, by and between Ferguson Enterprises, Inc., authorized to do business in the State of Florida, whose business address is 3801 Prospect Ave., Naples, FL 34104 (the "Contractor" or "Ferguson") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. COMMENCEMENT. The Contractor shall commence the work upon the issuance of a Purchase Order. 2. CONTRACT TERM. The contract shall be for an initial three (3) year period, commencing on Date of Board award, and terminating three (3) years from that date. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1) additional three (3) year period. The County shall give the Contractor written notice of the County's intention to extend the Agreement term not less than thirty (30) days prior to the end of the Agreement term then in effect. 3. STATEMENT OF WORK. The Contractor shall provide an Automatic Meter Reading system (AMR) in accordance with the Scope of Services in Exhibit A, terms and conditions of RFP #12-5968 and the Contractor's proposal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Contractor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 4. COMPENSATION. The County shall pay the Contractor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price, per Exhibit B, attached herein and incorporated by reference, together with the cost of any other charges/fees submitted in the proposal. Any County agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Page 1 of 16 4.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services. All invoices must be received within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: Ferguson Enterprises, Inc. 3801 Prospect Avenue Naples, FL 34104 Attn: JoDerek Adams joderek.adams @ferguson.com Tel: 239-643-4970 Fax: 239-643-4945 With a copy to Legal at: 12500 Jefferson Avenue, Newport News, VA 23602 All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8407 Facsimile: 239-252-6480 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. Page 2 of 16 G 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the contract of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Page 3 of 16 Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor/ shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 0 Page 4 of 16 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities Water Department. 15. CONFLICT OF INTEREST: Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Exhibit A, Scope of Services Exhibit B, Pricing Exhibit C, Manufacturer Warranty Contractor's Proposal Insurance Certificate(s) RFP #12-5968 Specifications/Scope of Services and Addenda. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. Page 5 of 16 r'' 19. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. KEY PERSONNEL/CONTRACT STAFFING: The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the contract. The Contractor shall assign as many people as necessary to complete the Page 6of16 ��10 required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service delivery dates. 26. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal (RFP) and/or the Contractor's Proposal, the Contract Documents shall take precedence. 27. ASSIGNMENT: Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. ****************************Remainder of page intentionally left blank****************************** Page 7 of 16 EII IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ; j-4 BOARD OF COUNTY COMMISSIONERS ATTEST: .KN - -. , o,,, COLLIERS fOUNTY, FLORIDA Dwight E,:_Brock, Clerk.of ourts i By: MI Dated: ` dyi.P'. - •V Lv I Geo a A. iller, Esq., Chairwoman (SEAL 7. :, Attest as to Chairman's signature only. Ferguson Enterprises, Inc. Zeit. By: >a / First Witness Signature N►'e1 S S ,)e_ TTy e/ ri r'i t ,tness nameT tikiv.e-Y. 0,C1-,■:_LS 6-",il.w....Ak- ivv=4446E4- Second Witness Type/print signature and title vr A` ^aL.-- TType/print witness namet . € y ;- \ dy Approved as to Form and - Legality: Assistant C s14 my At orney /,� &inI V-. \n Pri�t Name Page 8 of 16 Exhibit A 12-5968 Automatic Meter Reading System Scope of Services 1. Definitions. 1.1. Software. "Software" is defined as the EZReader, EZ Mobile, EZ Profiler, and EZ Locator and any other software products provided by Ferguson. 1.2. Hardware. "Hardware" is defined as Street Machine RF Receiver and PitStop handheld receivers, TRuRead remotes, and all other peripheral electronic products provided by Ferguson. 1.3. Radio Modules. "Radio Modules" are defined as Hot Rod Modules and any other radio modules provided by Ferguson. 1.4. Encoder Register Products. "Encoder Register Products" are defined as Hersey Translator Encoder registers. 1.5. Meters. "Meters" are defined as Models 400, 500, MVR, REM, FM3, HM, HbMag cold water meters and detector check models EDCIV. 1.6. Documentation. "Documentation" is defined as the most current version of the user guides, reference manuals, and installation materials provided by Ferguson related to the Software, Hardware, Radio Modules, Encoder Register Products, and Meters. 1.7. Live Processing. "Live Processing" is defined as the date when meter readings collected by the System are used to generate bills to the County's utility customers. 1.8. System. "System" is defined as both the Software and Hardware. 1.9 Errors. "Errors" shall mean a failure of the System to function as provided in the documentation provided to County. 1.10 Mueller Systems/manufacturer. "Mueller Systems" or "manufacturer" is defined as the manufacturer of the Meters and owner of the Software. 1.11 Ferguson. "Ferguson" is defined as the seller/supplier of the System. 2. Price. The price for products and services to be provided by Ferguson under the terms of this Agreement are listed in Exhibit B, Price List. Prices shall remain firm for the initial term of this contract. Requests for consideration of a price adjustment must be made, in writing, to the Purchasing Director and must be based upon increased costs to the vendor only. Verification of these increases shall be furnished to the Purchasing Director with the written request for increase. Any upward price adjustment approved by the County shall impose upon the vendor the requirement to advise and extend credit to the County when costs' similarly decrease. 3. Payment. The County shall pay Ferguson the Startup Cost fees upon live processing of the System and the Annual Licensing/Maintenance fees at the end of the first year as defined in Exhibit B and any additional unit pricing based on the County's needs. 4. Sofware License. 4.1. License. Ferguson will provide to the County, a limited, non-exclusive, nontransferable license (without the right of sublicense) to, in connection with the Hardware, use, install, run, execute, display and duplicate and distribute internally, the Page 9 of 16 CA. Software and Documentation solely for the County's internal information management and processing purposes. 4.2. Restrictions. Except as specifically and expressly permitted in writing by Ferguson, by the manufacturer, the County shall not (i) violate any restriction set forth in this Agreement; (ii) modify, translate, de-compile, reverse compile, disassemble, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software; (iii) adapt the Software in any way for use to create a derivative work; (iv) include or combine the Software in or with any other software; or (v) use the Software to provide processing services to third parties or on a service bureau basis. Except as expressly permitted in this Agreement, the County may not copy the Software other than to make one machine readable copy for disaster recovery or archival purposes. The County may only make copies of the Documentation as reasonably necessary for the use contemplated herein and with proper inclusion of Mueller Systems' copyright notices. 4.3. Ownership. This Agreement does not grant to the County any ownership interest including but not limited to patent, copyright, trade secret, trademark or other intellectual property (collectively "Intellectual Property") in the Software or Documentation. The County has a license to use the Software and Documentation as provided in this Agreement, The County hereby agrees and acknowledges that Mueller Systems owns all right, title, and interest in the Software and Documentation. The County waives any ownership in the Software. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work created from the Software or Documentation made by or at the direction of the County shall be owned solely and exclusively by manufacturer. 5. System Specifications. The Documentation read together with the Ferguson Response to Collier County Solicitation 12-5968 shall constitute the system specification ("System Specification"). If a conflict exists between the Documentation and the Ferguson Response to the Collier County Solicitation 12- 5968, the Ferguson Response to the Collier County Solicitation 12-5968 shall be the controlling document. 6. Installation Services. Within sixty (60) days from the issuance of a purchase order from the County, Ferguson shall deliver the System to the County and assist the County's IT Department with the installation of the System ("Installation"). The County shall make every effort to provide any requested sample interface files, record layouts, or other requested information in a timely manner in order for Ferguson to complete the Installation on time as requested. System The cost of Installation assistance is included in the Start Up cost defined in Exhibit B, Price List. Installation shall include but shall not be limited to the following: (i) the introduction of object code for the Software onto the internal storage of the County's system; (ii) the installation and testing of the System; System (iv) the generation of all master tables/files, initialized, and able to accept the County's data; (v) the establishment of all default values required by the Software; (vi) installation of the programs or commands necessary to enable any printed output from the Software to print on a network printer; (vii) installation of the interface with the County's system; (viii) delivery of all Documentation. Page l0of16 � 7. Acceptance Testing. 7.1. Acceptance Testing. Upon completion of the Installation, the County will test the System to determine whether the System operates in accordance with the Acceptance Tests set forth in Section 7.2 below ("Acceptance Testing"). All such Acceptance Testing will be conducted by County personnel at the County's site and completed within ninety (90) days from the completion of Installation. 7.2. Acceptance Tests. The following testing criteria will be used by the County in testing the Software ("Acceptance Tests"): 7.2.1. The System meets the specifications and functions set forth in the System Specification; 7.2.2. The System, operating on the County's system, is capable of running a variety of data on a repetitive basis without failure; 7.2.3. The System accurately reads volume flow from the Meters; 7.2.4. All Documentation has been delivered. 7.3. Acceptance. Acceptance occurs upon the County's signature on a Certificate of Acceptance. Ferguson shall notify the County of substantial completion. The County shall conduct acceptance testing within ninety (90) days of substantial completion. The System shall be deemed accepted within ten (10) days of substantial completion unless Ferguson receives a notice of non-conformity from the County articulating the nature of the non- conformities. Upon receipt of non-conformity, Ferguson shall use commercially reasonable efforts to correct the issue as soon as practicable. The modified System will then be retested in the same manner as described above. 8. Warranties. All warranties are those of the manufacturer. The warranty period shall be defined by the warranty for each product listed on Exhibit C, Manufacturer Warranty. 9. Reuse of Meter Bases and Registers. When the County returns a Meter, Encoder Register, and Hot Rod Module to Ferguson for repair or replacement, Ferguson agrees that they may reuse the Meter base and return it to the County; however, they will not reuse the Encoder Register or the Hot Rod Module. If the register or radio is not covered under warranty, the County will be charged according to the warranty terms or according to the price listed in Exhibit B. Ferguson reserves the right to reuse meter bases if they are in good working order. However, Ferguson shall not reuse Encoder Registers or Hot Rod Modules. 10.0n-Site Meter Inventory. Ferguson agrees to maintain a minimum Meter inventory on- site at the County. The minimum Meter inventory is as follows: Quantity Size 6 1,000 3/4"meters 100 1"meters 150 1 1/4" meters 200 2" meters Page 11 of 16 C Ferguson shall be responsible for tracking the on-site inventory quantities and issuing restocking orders to maintain the minimum quantities. If the inventory for any of the meter sizes listed above reaches zero (0), Ferguson shall immediately replenish the inventory for that size meter to the minimum at a ten percent (10%) discount to the price of the meters. 11.Correction of Errors. 11.1. Mission Critical Processes. The following processes shall be considered mission critical ("Mission Critical") when determining the priority of System incidents: - The ability to import route and book information from the County's system into the Software - The ability to obtain AMR meter readings - The ability to export meter reads from the Software in the required format 11.2. Service Level. Ferguson shall respond to any notice from the County of a Mission Critical incident in the Software or Hardware within two (2) hours after Ferguson receives said notice. Ferguson shall correct any Mission Critical incidents in the Software or Hardware within twenty-four (24) consecutive clock hours after notification of the error. If a Mission Critical incident remains unresolved for more than twenty-four (24) consecutive clock hours from the time Ferguson receives notice of the Mission Critical incident, Ferguson shall immediately escalate the incident and assign technical resources to work expeditiously to correct the incident. The technical resources assigned to correct the incident shall be experienced in supporting the System. If the Mission Critical incident remains unresolved for forty-eight (48) consecutive clock hours, Ferguson will dispatch higher level technical resources to the County's location to correct the incident. If a Ferguson support person is dispatched to the County to correct a Mission Critical incident it shall be at Ferguson's expense. If a Mission Critical incident is caused by an error that is unrelated to the System, Ferguson shall not be required to correct the Mission Critical incident within the timeframes defined in this section. 12. Maintenance Services. By rendering the Maintenance Services, Ferguson shall correct all Errors, regardless of how such Errors are brought to the attention of Ferguson, in accordance with this Agreement. During the term of this Agreement, Ferguson shall provide the following types of Maintenance Services: 12.1 Telephone Support. Ferguson telephone support representative(s) shall be available to receive telephone calls from the County between the hours of 8:00 a.m. and 5:00 p.m., eastern time, Monday through Friday, excluding public holidays. Ferguson shall provide County with a telephone number that is answered at all other times by an individual who will accept Error Reports. Such telephone support representative(s) shall serve as the County's interface ("Level 1") with Ferguson and shall ensure that reported Errors are handled in a timely manner as specified in Section 11.2. Ferguson shall provide to County in writing, the name(s) and telephone number(s) of such telephone support representative(s) within ten (10) days of the later of the execution of this Agreement or the acceptance of the System by County. All Errors shall be investigated. If the Error relates to the System or is directly caused by the System, (a) an Error Report shall be opened, (b) the Error shall be assigned a Severity Level and Page 12 of 16 resolved in accordance with the procedures and processes set forth in 11.2 or as soon as practicable. 12.2 Error Resolution and Updates. Ferguson shall use commercially reasonable efforts to correct errors and provide assistance with update installation as necessary to resolve issues to ensure that the System operates in accordance with the written documentation provided to the County. 12.3 Upgrades. Ferguson shall provide to County, as soon as they are made available, such Upgrades as it provides to the users for the System from time to time. 12.4 Other System Products. Ferguson shall provide to County, at no additional cost, any System Products relating to the System made generally available to other System users without charge. Any System Products so made available at a given cost to the other System users shall be offered to County at Ferguson's then-existing rates. 12.5 Intellectual Property Rights. Title to all Updates and Upgrades shall remain solely and exclusively with Ferguson. It is hereby acknowledged and agreed that the former shall be deemed to constitute System for purposes of the application of the System License Agreement. 13. Out of Scope Problems 13.1. Incidental service not included in the scope shall be invoiced and paid with a separate purchase order. These services may include locating a meter box when maps or charts provided are erroneous. However, Ferguson shall notify and provide an estimate to the County and await written direction by the County on how to proceed. 13.2. Any travel and expenses incurred in conjunction with out of scope maintenance and support shall be billed to County at Ferguson's actual costs, provided all such travel and expenses shall be approved by County in advance. 13.3 Changes to the County's CIS. The County may elect, after Live Processing and Acceptance has occurred, to make any upgrades, modifications, changes, or replacements to its CIS or other billing system. However, the County agrees any System Errors or "coding changes" required due to changes in the County's CIS are not the fault of the System and Ferguson may charge any reasonable fees necessary to conduct the "coding changes" or "interface changes" needed to return the System to operational Acceptance. 14. Annual Software Maintenance Fee. Ferguson shall make Software Maintenance Service available for the annual fee of two thousand five hundred dollars ($2,500.00), (hereinafter "Software Maintenance Fee"). Ferguson will establish a point of contact with Mueller Meter Company within seven (7) days of signed contract. The Software Maintenance Fee shall remain firm for the initial term of this contract. Requests for consideration of a price adjustment must be made, in writing, to the Purchasing Director and must be based upon increased costs to the vendor only. Verification of these increases shall be furnished to the Purchasing Director with the written request for increase. Any Page 13 of 16 upward price adjustment approved by the County shall impose upon the vendor the requirement to advise and extend credit to the County when costs similarly decrease. The County shall receive Software Maintenance Service for twelve (12) months after Live Processing on the Software at no charge to the County. Each subsequent year, the County shall pay Ferguson the Software Maintenance Fee for Software Maintenance Service on the first day ("Anniversary Date") the Software Maintenance Service is in effect for the Software. The County may elect to have the Software Maintenance Fee due on September 1 each year that the Software Maintenance Service is in effect. If the County elects to have the Software Maintenance Fee due on September 1, in the year that the County elects to change the due date to September 1 the Software Maintenance Fee shall be prorated from the Anniversary Date to September 1. Thereafter, the full amount of the Software Maintenance Fee shall be payable on September 1. The County may elect to install and operate the Software on multiple computer systems. The Software Maintenance Service provided by Ferguson shall cover all instances of the Software installed on the County's computer systems for the cost of the Software Maintenance Fee per instance. 15. Modifications in Updates, Revisions, Releases and New Versions. All future updates, revisions, releases or new versions of the Software as provided by Ferguson shall not affect any modifications, including the interfaces to the County's system, that have been performed by Ferguson for the County. If the installation of a future update, revision, release or new version of the Software causes a modification, or interface to not perform as originally written or as defined in the specification for the modification or interface, Ferguson shall, within seven (7) business days of notification from the County and at no charge to the County, correct the modification or interface so it functions as originally written or as defined in the specification. 16. Force Majeure. Ferguson will make a good faith effort to complete delivery of the products as indicated by Ferguson in writing, but Ferguson assumes no responsibility or liability and will accept no backcharge for loss or damage due to delay or inability to deliver, caused by acts of God, war, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of Ferguson. Under no circumstances shall Ferguson be liable for any special, consequential, incidental, or indirect damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay. Page 14 of 16 Exhibit B 12-5968 Automatic Meter Reading System Price List SP-MV0HS29294 3/4"442,SI,BB,SG,TRL6,HPHR EA 205.80 SP-MVOKS29294 1"452,SI,BB,SG,TRL6,1-HPHR EA 220.50 SP-MQ9NS20394 1-1/2"MVR100,NSF,FEM,STD,SG,TRL6 EA 308.70 SP-MQ9PS20394 2"MVR160,NSF,FEM,STD,SG,TRL6 EA 406.70 SP-MWONN29194 1-1/2"562DI,NYL,SG,TRL6,1-HRHP EA 308.70 SP-MWOPN29194 2"572 NYL,DI,SG,TRL6,INT HRHP EA 406.70 SP-MIAEZMAINT-SW5 ANNUAL MAINTENANCE(50001-100000) EA 2500.00 SP-MAHRMOBILE-KIT HOT ROD MOBILE AMR KIT* EA 8000.00 SP-MAHRMAINTSTREE 'ANNUAL STREET MACHINE MAINTENANCE EA 1000.00 SP-MAHRSTREET-KIT STREET MACHINE KIT EA 4400.00 SP-METER-TEST-SM 3/4"METER TESTING EA 60.00 SP-METER-TEST-SMG 1"METER TESTING EA 60.00 SP-METER-TEST-MED 1-1/2"METER TESTING EA 115.00 SP-METER-TEST-MEDK 2"METER TESTING EA 115.00 SP-MD35PDC/D REPLACEMENT TRANSLATOR REGISTER EA 140.00 22%OFF CURRENT LIST PRICE PARTS LIST FOR ALL METERS AND AMR PARTS * Startup cost includes: • (1) Street Machine Mobile Receiver, Vehicle Antenna, all necessary cables • (1) Pit Stop Diagnostic Handheld • EZ Reader Route Management Software • EZ Mobile Collection Software • Microsoft MapPoint • EZ Profiler Data Logging Software • (3) days of on-site training for County personnel provided by Mueller System Implementation Specialist • MVRS Interface Note: • Annual Maintenance Agreement is per Street Machine • Annual Maintenance and Licensing Agreements will be billed directly to the County by Mueller Systems Page 15 of 16 Exhibit C 12-5968 Automatic Meter Reading System Manufacturer Warranty Software and Equipment I. AMR/AMI Products': Software-Mi.11ost. Mi.Data, EZReader and other software products are covered by a one (I)year warranty on material and workmanship and shall perform substantially as described with Provider then current Documentation. Hardware- Mi.Node electric(Smart Meter),Mi.Hub Data Collector,Street Machine RF Receiver, PitStop handheld receivers,TRuReadmi remotes, laptops PC's. Server Hardware and all other peripheral electronic products are covered by a one (1) year warranty on material and workmanship. Radio Modules -MNet Mita-MintsatiHiRd.M Modules are covered by a ten (10) year warranty on material and workmanship. Additionally,Mi.:Node Water Modules and Hot Rode"Modules are covered by a prorated warranty for years eleven(I I)through fifteen(15)at a fifty-percent(5094)discount, years sixteen(16)through twenty(20)at a twenty-five-percent (25%)discount Mi•Hydrant Transceivers and model 42tRDM(Remote Disconnect Valve)are covered by a five(5)year warranty on material and workmanship. Additionally,the unit is covered by a prorated warranty for years six(6)through ten(l0)at a fitly-percent(50%)discount. All prorated warranty credit listed will apply to list pricing in effect at the time of the return. Encoder Register Products-Hersey Translator°°Encoder registers,Wall Pads and Pit Pads are covered by a ten(10)year warranty on material and workmanship.Additionally,the complete unit is covered by a prorated warranty for years eleven(1 l)through fifteen(15)at a fifty-percent (50%)discount,years sixteen(16)through twenty(20)at a twenty-five-percent(25%)discount The prorated warranty credit listed will apply to list pricing in effect at the time of the return. 2.Water Metering Products: Models 400.500,MYR. RFM,FM3,HM,and HbMag cold-water meters and detector check modeLs,EDCIV are covered against defects in material and workmanship for a period of one 1 11 year from the date of installation. Maincases for the above listed meters are guaranteed to be free from defects in material and workmanship for a period of twenty-five(25)years from the date of installation. Standard Registers for the above listed meters are guaranteed to be free from defects in material and workmanship for a period of fifteen(15) years from the date of installation. Models 400 and 500 meters are guaranteed to perform to AWWA new meter accuracy standard as defined in the most current revision for a period of five(S)years from the date of installation. Models 1tVR, RFM, FM3,HM and HbM.ag meters are guaranteed to perform to AWWA new meter accuracy standard as defined in the most current revision for a period of one(1)year from the date of installation. Models 400 and 500 meters are guaranteed to perform to AWWA repaired meter accuracy standards for the following time periods: 5'8"-Fifteen(15)years from the date of installation.or the registration of 1,750,000 U.S.ollons,whichever conies first: 3/4"- Fifteen(15)years ti-on the date of irtstallaticxm or the registration of 2.000,0(X)U.S.galie ns,whiney-v-ccni n first: I"-Fifteen(15)years from the date of installation,or the registration of 3.000.000 U.S.gallons,whichever comes first; 1-1/2"-Fifteen(15)years from the date of installation,or the registration of 5,500,000 U.S.gallons,whichever comes first; 2"-Fifteen(15)years front the date of installation,or the registration of 8,500,000 U.S.gallons, whichever comes first. If the above listed meters do not perform as specified, Provider will repair or replace them,at Provider's option,subject to the following: a) Provider shall be determined to not be performing as guaranteed if it fails to pass an accuracy test,conducted by the customer according to AWWA standards. If the meter is inoperative because of foreign material,all such material must be removed prior to testing. A copy of the customer's test results must accompany the Hersey meter being returned.if the customer chooses not to test a Hersey meter before returning it,Provider will repair cr replace the meter at Provider's cation alien'the meter has been tested by Provider. When test is conducted by Provider, the customer will be charged a reasonable testing fee] ' Unless otherwise expressly stated herein, all warranty terms are provided in accordance with the effective date of this Agreement Page 16 of 16 A`.--- CERTIFICATE OF LIABILITY INSURANCE Page 1 of 3 08/26/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME. Willis of Maryland, Inc. PHONE FAX c/o 26 Century Blvd. (A/C NO_F)c l: 877-945-7378 (A/c NO) 888-467-2378 P. 0. sox 305191 AnnRFSS certificates@willis.com Nashville, TN 37230-5191 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Union Fire Ins. Co. of Pittsburg 19445-002 INSURED INSURER B:National Union Fire Ins. Co. of Pittsburg 19445-000 Ferguson Enterprises, Inc. and Subsidiaries (See Attached Named Insured Schedule) INSURER C:National Union Fire Ins. Co. of Pittsburg 19445-001 12500 Jefferson Avenue Newport News, VA 23602 INSURER D:New Hampshire Insurance Company 23841-002 INSURER E: I INSURER F: COVERAGES CERTIFICATE NUMBER:20257449 • REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADD' wyn POLICY NUMBER POUCY EFF MMilon EXP LIMITS I TR JNSR• W Ve �YY) l o A GENERALLIABIUTY Y GL5302600 8/1/2013 8/1/2014 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurence) $ 1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL SADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIESPER: PRODUCTS-COMP/OP AGG $ 2,000,000 A, POLICY I I 7,-, n LOC $ B AUTOMOBILELIABILITY AOS CA6403840 8/1/2013 8/1/2014 (EaaaddeDSINGLELIMIT $ 5,000,000 B X ANY AUTO MA CA6403841 8/1/2013 8/1/2014 BODILYINJURY(Perperson) $ C ALL OWNED SCHEDULED VA CA6403842 8/1/2013 8/1/2014 BODILYINJURY(Peraccident) $ AUTOS _AUTOS PROPERTY DAMAGE X HIRED AUTOS X AUUT SWNED (Per accident) $ X Self- S Physical $ Insured D�mtaae UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC079331571 8/1/2013 8/1/2014 X ORYU IT OiH- D AV M% _°4-FR AND EMPLOYERS'LIABILITY Y/N E.L.EACH ACCIDENT $ 2,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE I N I N/A OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ 2,000,000 (Mandatory.In NH) (E yes,descnbe under E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach Acord 101,Addltonal Remarks Schedule,If more space Is required) See Attached for Additional Workers' Compensation Policies: CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Collier County Government . .4-49‹ .,,rt_.....,..g...,62,a,,,,,, ___,...-21_—_, coil:4193394 Tp1:1678390 Cert:20257449 ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 031419 LOC#: '4 ADDITIONAL REMARKS SCHEDULE Page_2_of _ AGENCY NAMED INSURED Ferguson Enterprises, Inc. and Subsidiaries Willis of Maryland, Inc. (See Attached Named Insured Schedule) POLICY NUMBER 12500 Jefferson Avenue Newport News, VA 23602 See First Page CARRIER NAIC CODE See First Page EFFECTIVE DATE: See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE WC Policy No. WC079331563 - AL, MD, MN, MS, NY, TN, VA WC Policy No. WC079331567 - OH, ND, WA, WI, WY WC Policy No. WC079331569 - AK, AZ, GA WC Policy No. WC079331570 - NJ, PA WC Policy No. WC079331571 - IL, KY, NC, NH, UT, VT Workers' Compensation - AL Policy No. WC079331563 Carrier: New Hampshire Insurance Company Policy Period: 08/01/2013 - 08/01/2014 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Workers' Compensation - CA Policy No. WC079331564 Carrier: Ins. Co. of the State of PA Policy Period: 08/01/2013 - 08/01/2014 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Workers' Compensation FL Policy No. WC Carrier: New Hampshire Insurance Company Policy Period: 08/01/2013 - 08/01/2014 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Workers' Compensation 6- OR Policy No. WC 07933566 Ins. Co. of the State of PA Policy Period: 08/01/2013 - 08/01/2014 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Workers' Compensation7- WI Policy No. WC Carrier: Illinois National Insurance Company Policy Period: 08/01/2013 - 08/01/2014 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Workers' Compensation 8- MA Policy No. p Carrier: Ins. Co. of the State of PA Policy Period: 08/01/2013 - 08/01/2014 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 ACORD 101(2008/01) Co11:4193394 Tp1:1678390 Cert:20257449 ©2008ACORD CORPORATION.AII rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 031419 LOC#: ADDITIONAL REMARKS SCHEDULE Page_3_of AGENCY NAMED INSURED Ferguson Enterprises, Inc. and Subsidiaries Willis of Maryland, Inc. (See Attached Named Insured Schedule) POLICY NUMBER 12500 Jefferson Avenue Newport News, VA 23602 See First Page CARRIER NAIC CODE See First Page EFFECTIVE DATE: See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Workers' Compensation - AZ Policy No. WC079331569 Carrier: New Hampshire Insurance Company Policy Period: 08/01/2013 - 08/01/2014 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Workers' Compensation - NJ Policy No. WC079331570 Carrier: New Hampshire Insurance Company Policy Period: 08/01/2013 - 08/01/2014 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Workers' Compensation - IL Policy No. WC079331571 Carrier: New Hampshire Insurance Company Policy Period: 08/01/2013 - 08/01/2014 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Collier County Government is included as an Additional Insured under General Liability as required by written contract but only with respect to liability arising out of Named Insured's operations. ACORD101 (2008/01) Co11:4193394 Tp1:1678390 Cert:20257449 ©2008ACORDCORPORATION.Allrightsreserved. The ACORD name and logo are registered marks of ACORD