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#19-057-NS (Ferguson Waterworks)
GENERAL SERVICE AGREEMENT (NON-SOLICITATION) # 19-057-NS for AUTOMATIC METER READING SYSTEM THIS AGREEMENT, made and entered into on this pi1-61 day of rftor C 2c 0by and between Ferguson Enterprises, LLC d/b/a Ferguson Waterworks authorized to do business in the State of Florida, whose business address is 3801 Prospect Avenue, Naples, Florida 34104 (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a five (5 ) year period, commencing AI upon the date of Board approval 8r on and terminating on five (5 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. 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 five (5 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a I■ Purchase Order Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services/products in accordance with the terms and conditions of this Agreement, I I Exhibit A Scope of Service:), attached to this Agreement ■ Exhibit B — Fee Schedule, ISI Exhibit C — Mueller Systems Master Use Agreement & Committement Agreement attached to this Agreement and made an integral part of this Agreement. Services/products acquired through this Agreement have been authorized through the approval of a I , ■ Exemption from the Competitive Process, Other: Page 1 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. I I The County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of ($ ), attached hereto and the price methodology as defined in Section 4.1. Payment will be ISI The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". I The County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of ($ ), per County fiscal year, based on units/services furnished pursuant to the quoted priced •• --- -- •- --- •- . -. . --- -- • -- --- -- - - - - - • - Prompt Payment Act". 4.1 Price Methodology (as selected below): II - • - - • • • -- - : ` •• -_ e - - • - - •- - - - - - - ; -- • - - transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is a+ thorized. I 1 Time-and-Mat- '. . -- -e-• . - - -- e -- -- -e - - - •* - -- - - e- Page 2 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) AO • Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. 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. 4-4 I • e -• .. . e — e - Mileage $0.44.5 per mile Breakfast $6,00 Lunch $11.00 Dinner $1-11.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car -- - . __._ standard size vehicle, Le-0444g Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night - A'__- •-.... •..- •__ - _ -. -- • . .. •,.._ -- - - -- -- ---- - -- -- -- •_ .. ._ . -•••.- . . - Page 3 of 17 General Service Agreement Non-Solicitation#2017-004(Ver 2) 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. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Ferguson Enterprises LLC dba Ferguson Waterworks Address: 12500 Jefferson Ave Newport News, VA 23602 Authorized Agent: William S. Brundage Attention Name & Title: JoDerek Adams, Outside Sales Rep Telephone: (239) 433-0555 or (239) 280-8219 E-Mail(s): JoDerek.Adams@ferguson.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Joseph Bellone Division Name: Public Utilities Operations Support Address: 3339 Tamiami Trail East, Suite 302 Naples, Florida 34112 Administrative Agent/PM: Jesse Komorny, Manager-Meter Services Telephone: (239) 252-2173 E-Mail(s): Jesse.Komorny@colliercountyfl.gov 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. 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. The County will not be obligated to pay for any permits obtained by Subcontractors. 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 Page 4 of 17 General Service Agreement Non-Solicitation 42017-004(Ver.2) 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 Agreement 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 the 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 Agreement 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. n 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 Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. I I B s+r+ese Auto iabilit Covcragc shall nave ffliRicRtifi4aimits of $ Per Occurrence, Combined Single Limit for Bodily Injury Liability and Page 5 of 17 General Service Agreement Non-Solicitation 112017-004(Ver.2) C. 1.1 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. D. I I Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not Iesc than $ each Technology Errors & F. ■ Omissions : Coverage shall have minimum limits of $ 1,000,000 per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. 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 thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) 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 the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, 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 Page 6 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) 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. 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. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities Fiscal Operations 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 AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: , Insurance Certificate(s), n Exhibit A Scope of Services, ■ Exhibit B Fee Schedule, n subsequent quotes, and IN Exhibit C /Attachment : Mueller Systems Master Use Agreement& Committment Agreement 17. APPLICABILITY. Sections corresponding to any checked box (k expressly apply to the terms of this Agreement. 18. 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. 19. 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, as amended, 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 Agreement held by the individual and/or firm for cause. Page 7 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with 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; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tam iami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. Page 8 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. 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. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any Application for Payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. ❑■ CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. I•I WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other Page 9 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Warranty periods shall be as set forth in Attachment A to the Mueller Systems Master Use Agreement. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. n TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. ISI PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due to Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. Page 10 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) Cq 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. 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. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. 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. 33. 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. 34. • - _ -- - ------ .- . " -. as many people as nccesvary to complete the services on a timely basis, and each person dates. The Contractor shall not change Kcy Personnel unlet the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as po:eible. The Contractor shall make commercially r asonable efforts to notify Collier County within Page 11 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) perseeeet'- n AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement 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 Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. • ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. 36. 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. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time Page 12 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. 38. n SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 General Service Agreement Non-Solicitation 142017-004(Ver.2) IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first written above by an authorized agent or person. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal;KineI-, Clerk of Court & Comptr9JJef By: l . .� .r 1__�:-c1 By: y- Burt L. Saunders , Chairman Dated is ' t as f°•ctamnan's Ferguson Enterprises, LLC dba Contrac t '«'SII $sses: Ferguson Waterworks Contractor // � � By: " ontractor's Fir t Wit ess Signa re /c AKK/G(L>re4t� Lr/g/.4L J(run4boiX d ie✓e ��M S tType/print signature and title'f' p y•e/p int witness name1 'Cr tractor's Second Witness tType/print witn-ss namet Y 9 Approved as to Form and Legality: s ' I Co .+ '�Attorn- t y .o . Print Nam: 3 � y4 1, ij Page 14 of 17 General Service Agreement Non-Solicitation H2017.004(Ver.2) 7 Exhibit A Scope of Services ❑ following this page (pages through ) n this exhibit is not applicable Page 15 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) Exhibit B Fee Schedule following this page (pages 1 through �) 7 this exhibit is not applicable Page 16 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) Agreement#19-057-NS Automatic Meter Reading System EXHIBIT B- FEE SCHEDULE Item Description Quantity Net Price UM Total CURRENT CONTRACT MATERIAL: 1-YEAR PRICING 1 HV0HB29294 LF 3/4 MTR BRZ BOT USG TRL6 HRHP 1 231.250 EA 231.25 2 HV0KS29294 1 PD MTR USG 6 WHL 1 262.500 EA 262.50 3 HQ9NS20394 1-1/2 MVR100 MTR W/SI&FE 1 463.500 EA 463.50 4 HQ9PS20394 2 MVR160 MTR W/SI&FE 1 647.500 EA 647.50 5 SP-MAIEZMAINTSW7OK ANNUAL MAINTENANCE (60-70K) 1 5800.000 EA 5800.00 6 SP-AHRMOBILESWSUIT MINETM MOBILE TRANSCEIVER/EZREAD KI 1 9074.630 EA 9074.63 7 SP-MSMNMMAINTTRAN MOBILE TRANSCEIVER YEARLY MAINT 1 1450.000 EA 1450.00 8 SP-MSMNMMOBILEHWK MI NET M MOBLIE TRANSCEIVER KIT 1 7741.500 EA 7741.50 9 SP-MD35PDC/A REPLACEMENT TRANSLATOR 1 160.000 EA 160.00 10 HV0HB29294 LF 3/4 MTR BRZ BOT USG TRL6 HRHP 1 231.250 EA 231.25 11 HVOKS29294RCM LF 1 BRZ POS DSPLCMNT MTR PURP 1 262.500 EA 262.50 12 HQ9NS20394RCM 1-1/2 MVR100 MTR W/SI &FE PURP 1 463.550 EA 463.55 13 HQ9PS20394RCM 2 MVR100 MTR W/SI&FE PURP 1 647.500 EA 647.50 ADDITIONAL MATERAIL FOR AMR/AMI CONVERSION AMI, EQUIPMENT,SERVICES, FEES 14 SP-MSG4MHUB MINETM+MAINT RADIO 1 3450.000 EA 3450.00 15 SP-MSWNODE4DC MINODE4 REPEATER-DC POLE MOUNT 1 1285.500 EA 1285.50 16 SP-MSCELLULAR MINET 3G BACKHAUL PER MIHUB 1 548.500 EA 548.50 17 SP-MSGMYRMHUB MAINTENANCE RADIO YEARLY MAINT 1 468.000 EA 468.00 18 SP-MSHMYR MI.TECH HH/INSTALL MAINT-YEARY 1 702.000 EA 702.00 19 SP-MSGMYR MI.HUB COLLECTOR MAINT 1 1365.000 EA 1365.00 20 SP-MSWNODE4AC MINODE 4 REPEATER-AC 1 2103.750 EA 2103.75 21 SP-MSMNCV4ACAT1 MINET COLLECTOR V4 AC ATT 1 11772.750 EA 11772.75 22 SP-MSH4HHINSTKIT MITECH H4 HANDHELD W/INSTALL KIT 1 7020.000 EA 7020.00 23 SP-MSWSPHALL7OK MIHOST 60-70K(POINT/Y) 1 3.000 EA 3.00 24 SP-MSTTRAINDAY SOFTWARE TRAINING PER DAY 1 2340.000 EA 2340.00 25 SP-MPROJECTMGMT PROJECT MANAGEMENT FEES 1 150.000 EA 150.00 26 SP-MLABORCOLLECT1 UTILITY OWNED TANK 1 4680.000 EA 4680.00 27 SP-MLABORCOLLECT2 UTILITY OWNED TANK>150FT 1 7020.000 EA 7020.00 28 SP-MLABORCOLLECT3 PRIVATE COMM TOWER 1 11700.000 EA 11700.00 29 SP-MLABORCOLLECT4 PRIVATE COMM TOWER>150FT 1 16380.000 EA 16380.00 30 SP-MLABORCOLLECT5 UTILITY ASSET 1 3420.000 EA 3420.00 31 SP-MLABORCOLLECT6 MS SUPPLIED POLE 25FT OR LESS 1 3510.000 EA 3510.00 32 SP-MLABORCOLLECT7 MS SUPPLIED POLE 26FT-100FT 1 8190.000 EA 8190.00 33 SP-MLABORREPEATER2DC XR ON STREET SIGN 66.750 EA 66.75 34 SP-MLABORREPEATER3DC XR ON UTILITY ASSET 781.250 EA 781.25 35 SP-MLABORREPEATER DC XR WITH POLE SET 1458.750 EA 1458.75 METERS WITH NICOR CONNECTORS 36 HVOGB23N 5/8 X 3/4 LL BRZ BB MTR SSR 5' NIC 1 221.500 EA 221.50 37 HVOHB23N 3/4 STD LL BRZ BB MTR SSR 5' NIC 1 252.000 EA 252.00 38 SP-HWONB23N 1-1/2 562, BRZ, FE,SSR,5FT NICOR 1 578.670 EA 578.67 39 HVOKS23N 1 BB MTR SSR 5' NIC 1 285.330 EA 285.33 40 SP-HWOPB23N 2"572, BRZ, FE,SSR,5FT NICOR 1 718.670 EA 718.67 41 SP-MMSWNODEA1P05 MI NODE W/NICOR AMI ONLY 1 106.250 EA 106.25 42 SP-MMSWNODE51P05 MI NODE-M W/NICOR AMR OR AMI 1 106.250 EA 106.25 43 MMSTTLM MI NET TTL MTG KIT MINODE PITMOUNT 1 5.250 EA 5.25 Page 1 of 2 #19-057-NS Exhibit B- Fee Schedule All pricing is subject to an annual adjustment. The price adjustment shall be based on the then-current purchase price plus the U. S. Bureau of Labor Statistics PPI Series ID: PCU334514334514 for Totalizing Fluid Meters and Counting Devices,for all proposed hardware devices (meters, endpoints, collectors, etc.); and the U. S. Bureau of Labor Statistics Producer Price Index (PPI) Series ID: PCU5182105182105 for Data processing and related services, Hosting, ASP and other IT infrastructure provisioning services for all data hosting and service fees (software hosting, backhaul fees, etc.) for the twelve month period following an adjustment and annually thereafter. Prior to any AMI deployment, upgrades, installations, or order entry, the customer and Ferguson will mutually agree to and sign a Statement of Work (SOW) document. This document will include but is not limited to an RF propagation study, project plan, endpoint acceptance plan, integration acceptance plan, and other documents which will clearly state the quantities, areas, installation methods, and other details related to the planned AMI deployment. All new purchases will be subject to attached manufacturer's warranty and terms of sale. Page 2 of 2 #19-057-NS Exhibit B- Fee Schedule CA Exhibit C Description: Mueller Systems Master Use Agreement & Committment Agreement ❑� following this page (pages through 14) n this exhibit is not applicable Page 17 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) ft MUELLER SYSTEMS MASTER USE AGREEMENT THIS MASTER USE AGREEMENT (this "Agreement") is entered into this 1)4day of (YY3 rc , 2020 between MUELLER SYSTEMS, LLC, a Delaware limited liability corporation having its principal offices at 10210 Statesville Blvd, Cleveland,North Carolina 27013 (referred to in this Agreement as"Mueller Systems"or"Provider"),and Collier County,a political subdivision of the State of Florida (referred to in this Agreement as "Customer" or "Purchaser"). This Agreement governs the Customer's own use and prohibits the resale of, as applicable, Mueller Systems Equipment, Software, Documentation and other items related to advanced metrology infrastructure systems that Customer purchases from Mueller Systems' sole distributor in Collier County, Florida, Ferguson Enterprises, LLC d/b/a Ferguson Waterworks, a foreign limited liability company doing business at 3801 Prospect Avenue, Naples, Florida 34104 (hereafter, "Ferguson"), pursuant to Agreement Numberl 9-057-NS between Customer and Ferguson. In the event of any conflict or inconsistency between the terms and conditions of this Agreement between the Parties,and terms and conditions of any other agreement or document between the Parties, the terms and conditions of this Agreement shall govern and control and the conflicting or inconsistent terms and conditions are hereby rejected.In consideration of the mutual obligations set forth in this Agreement,Customer and Mueller Systems agree as follows: 1. DEFINITIONS. a. "Content"means the information developed or legally acquired by Customer which may be used in connection with or accessed by any module of the Software. b. "Documentation" means Mueller Systems' user guides, reference manuals, and installation materials provided by Ferguson to Customer related to the Software and Equipment. c. "Equipment"means Mueller Systems'components,devices,products,equipment and related items purchased by Customer as identified in Appendix A. d. "Services"means activities related to deployment and installation services,repair services,hosting services and technical support/maintenance services as identified in Appendix B. e. "Software"means the object code versions of Mueller Systems'software identified in Appendix A, together with all subsequent authorized updates,replacements,modifications or enhancements. 2. SOFTWARE a. Software on Equipment License. For Equipment purchased by Customer Mueller Systems hereby grants Customer a limited,non-exclusive,non-sublicensable,non-transferable,perpetual,irrevocable license to use and execute the Software embedded in the Equipment for its internal business purposes in connection with such Equipment("Firmware"). b. Online Software Access. Subject to the terms of this Agreement and the payment of the fees specified in Section 6a herein, Mueller Systems grants to Customer, for its internal business purposes and during the term of this agreement, a limited, non-exclusive, non-sublicensable, non-transferable right to access and use and make available to Customer's utility users, as applicable, and/or employees the online, hosted Software specified herein. c. Restrictions. Except as specifically and expressly permitted in writing by Mueller Systems, Customer 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,Customer may not copy the Software other than to make one machine readable copy for disaster recovery or archival purposes. Customer may only make copies of Documentation as reasonably necessary for the use contemplated herein and with proper inclusion of Mueller Systems' copyright notices. d. Ownership.This Agreement does not grant to Customer any ownership interest in the Software or Documentation. Customer has a license to use the Software and Documentation as provided in this Agreement. Customer hereby agrees and acknowledges that Mueller Systems owns all right, title, and interest in the Software and Documentation, and Customer will not contest those rights or engage in any conduct contrary to those rights. Any copy,modification,revision,enhancement,adaptation,translation,or derivative work of or created from the Software and Documentation made by or at the direction of Customer shall be owned solely and exclusively by Mueller Systems,as shall all patent rights,copyrights,trade secret rights,trademark rights and all other proprietary rights,worldwide. e. Reservation.The parties reserve all rights not specifically granted under this Agreement. 3. EQUIPMENT In consideration of the fees set forth in Appendix D of this Agreement,Ferguson will provide the Equipment identified in Appendix A. 4. SERVICES In consideration of the fees set forth in Appendix D of this Agreement,Mueller Systems will provide to the Customer, as a subcontractor to Ferguson,the Services identified in Appendix B. 5. CONFIDENTIALITY The Software, Equipment and Documentation, including any ideas, concepts,know-how and technology contained therein, shall be considered the proprietary and confidential information of Mueller Systems and, as such, shall be subject to the confidentiality provisions of this Agreement. If a separate,written non-disclosure agreement exists between Mueller Systems and Customer, such agreement will control and will apply according to its terms and conditions to all confidential information the parties exchange with each other. If no separate, written non-disclosure agreement exists between Mueller Systems and Customer, the terms listed in Appendix C will apply to the confidential information the parties exchange with each other. Confidentiality of information contained in this Agreement and any existing separate, written non-disclosure agreement is subject to the requirements of the Florida Public Records Act,Chapter 119,Fla.Stat.,and the Florida Sunshine Law,Chapter 286,Fla.Stat. 6. FEES AND PAYMENT a. Software Fees. Customer shall pay Ferguson the Software fees set forth in Appendix D of this Agreement. b. Equipment Fees. Customer shall pay Ferguson the Equipment fees set forth in Appendix D of this Agreement. Title to the Equipment, except the Software and Documentation that are subject to licenses provided in this Agreement,passes from Mueller Systems to Customer upon receipt of the Equipment. c. Service Fees. Customer shall pay Ferguson the Service fees set forth in Appendix D of this Agreement. d. Taxes. All prices and fees are in U.S. dollars unless otherwise specified. All amounts payable under this Agreement are exclusive of all sales, use,value-added, excise, property,withholding, and other taxes and duties. Customer will pay all taxes and duties assessed by any authority in connection with this Agreement and with Customer's performance hereunder.This provision does not apply to any taxes for which Customer is exempt, provided Customer has furnished a valid tax exemption certificate. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-1 ("Exemption"). In the event the Exemption does not apply to Products or Services provided hereunder, Customer will promptly reimburse Ferguson for any and all taxes or duties that are required to be paid in connection with this Agreement or its performance. e. Payment. Unless provided otherwise herein, Customer agrees to pay Ferguson those amounts specified in Appendix D,which are due as specified in Agreement# 19-057-NS between Customer and Ferguson upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act."Any late interest fees shall be pursuant to Section C 218.74, Fla. Stat. All payments made under this Agreement shall be nonrefundable, except as specifically provided otherwise in this Agreement. 7. TERM;TERMINATION a. Term. The initial term of this Agreement is five (5) years commencing upon the date of Agreement No. 19-057-NS is executed between Customer and Ferguson.This Agreement is renewable by the Parties under all of the then-current standard terms and conditions for additional successive five(5)year period at the then-current prices for the Equipment, Software and Services with at least thirty (30) days written notice prior to the expiration of the initial term. Any annual adjustment of pricing of Equipment, Software or Services shall be as stated in Agreement No. 19-057-NS in Exhibit B,page 2 of 2. b. Termination for Breach. If either party breaches this Agreement, and such breach is not cured within ten(10)days of the breach,after receiving written notice,the non-breaching party may terminate this Agreement,including all licenses provided herein,effective upon written notice to the other party. c. Effect of Termination. Termination of this Agreement shall have the effect designated in Appendix B. d. Non-Exclusive Remedy. Termination of this Agreement or any license granted hereunder shall not limit the remedies otherwise available to either party,including injunctive relief. e. Survival. Unless otherwise stated herein, any provision that, by its nature or terms, is intended to survive the expiration or termination of this Agreement,will survive. 8.LIMITED WARRANTIES;REMEDIES a. Software. Subject to the exclusions herein,including those in Appendix A,Mueller Systems warrants that commencing from the date of shipment or provision to Customer and continuing for the period set forth in Appendix A(the"Warranty Period"),(i)the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software will perform substantially in conformance with the applicable Documentation provided to Customer. Mueller Systems does not warrant that the Software will operate in combinations with other software,except as specified in the Documentation, that the Software will meet the Customer's requirements or that the operation of the Software will be uninterrupted or error-free.Customer assumes responsibility for taking adequate precautions against damages which could be caused by defects, interruptions or malfunctions in the Software or the hardware on which it is installed.Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the Software warranties set forth above shall be,at Mueller Systems'option,to either(x)repair or replace any Software containing an error or condition which is reported by Customer in writing to Mueller Systems which causes the Software not to conform with the warranty set forth herein; or(y)refund a pro- rated amount paid by Customer and terminate this Agreement and all licenses provided herein. b. Services. Mueller Systems warrants that all services provided to Customer under this Agreement shall be performed in a workmanlike manner.Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the Service warranties set forth above shall be the re-performance of the applicable non-conforming Service. c. Equipment. Subject to the exclusions herein, including those in Appendix A, Mueller Systems warrants to Customer that the Equipment will comply with provided specifications for the periods specified in Appendix A. Claims under this Section will be considered if submitted to Mueller Systems within sixty (60)days following the discovery of any noncompliant Equipment covered by this Agreement and provided Mueller Systems or its agents are permitted a commercially reasonable opportunity to examine and analyze the Equipment claimed to be noncompliant. Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the Equipment warranties set forth herein, at Mueller Systems' option, is repair or replacement of any Equipment found noncompliant, subject to the terms and conditions herein, during the applicable warranty period after such Equipment is properly packaged and returned prepaid to Mueller Systems'designated service center. d. Costs. Any and all costs associated with uninstalling and shipping noncompliant Equipment and Software and installing replacement Equipment and Software will be the responsibility of Customer. CAO e. Exclusions. The warranties provided by Mueller Systems shall not apply to Equipment and/or Software which: (i)have been altered,except with the express written consent,permission or instruction of Mueller Systems,(ii)have been used in conjunction with another product resulting in the defect,except for those third party products specifically approved by Mueller Systems, (iii)were other than the most current version of the Software(but only to the extent that any failure of the Software would have been avoided by the use of the most current version), (iv) have been damaged by improper environment, abuse, misuse, accident, negligence, act of God, excessive operating conditions, or unauthorized attachments or modifications, (v)have not been properly installed and operated in accordance with the Documentation,or as otherwise instructed by Mueller Systems,or(vi)any other exclusion set forth in any Appendix hereto. f.DISCLAIMERS.TO THE EXTENT PERMITTED BY APPLICABLE LAW,THE WARRANTIES AND REMEDIES STATED ABOVE ARE EXCLUSIVE AND NO OTHER WARRANTIES OR REMEDIES EXPRESS,IMPLIED OR STATUTORY,APPLY TO THE DOCUMENTATION,THE SOFTWARE,THE EQUIPMENT OR ANY SERVICES PURCHASED BY CUSTOMER AND REFERENCED IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR PERFORMANCE, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH MUELLER SYSTEMS EXPRESSLY DISCLAIMS. 9. INDEMNIFICATION. Mueller Systems will indemnify and defend Customer from any third party claim that the Software and Equipment infringe on another person's or company's patent,copyright or other intellectual property right as specified in this Section. This indemnity does not cover and specifically excludes(a)intellectual property rights recognized in countries and jurisdictions other than the United States, and(b)claims relating to infringement of intellectual property rights by a third party's products and software. Mueller Systems has no obligation under this Section for any claim to the extent it results from or arises out of Customer's modification of the Equipment or Software or from any combination,operation or use of the Software or Equipment with other third party products or services.Mueller Systems'duty to indemnify under this Section is contingent upon Mueller Systems receiving prompt notice of a claim and Mueller Systems' right to solely control resolution of a claim. Customer's sole remedy for an indemnified claim under this Section is as follows: Mueller Systems will,at its expense and in its discretion either(a)resolve the claim in a way that permits Customer's continued ownership and use of the affected Software and Equipment,(b) provide a comparable,non-infringing replacement at no cost to Customer,or(c)accept return of the Software and Equipment,provide a reasonable depreciated refund and terminate this Agreement and all licenses herein. This Section is the exclusive statement of Mueller Systems' liability and responsibility for indemnifying Customer for infringement of intellectual property rights. 10. LIMITATION OF LIABILITY. a. MUELLER SYSTEMS'MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE TOTAL AMOUNT PAID FOR THE SOFTWARE, SERVICES, AND EQUIPMENT IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS AND WILL UNDER NO CIRCUMSTANCE EXCEED THE AMOUNT PAID BY CUSTOMER IN THE IMMEDIATELY PRECEDING TWELVE(12) MONTHS FOR THE SOFTWARE, SERVICES AND EQUIPMENT PURCHASED BY CUSTOMER . Some states do not allow the limitation and/or exclusion of liability for incidental or consequential damages, so the above limitation may not apply. b. The provisions of this Agreement allocate the risks between Customer and Mueller Systems. Mueller Systems' pricing reflects this allocation of risk and the limitations of liability specified herein. 11. NOTICE. All notices required to be given hereunder shall be in writing. Notice shall be considered delivered and effective upon receipt when sent by registered or certified mail, return receipt requested,addressed to the parties as set forth above.Either party,upon written notice,may change any name or address to which future notice shall be sent. 12. GENERAL. The Software will not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction. The rights and obligations of this Agreement are personal rights granted to the Customer only. The Customer may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. Any such GQ" purported transfer or assignment shall be null and void. Mueller Systems will be free of liability to the Customer where Mueller Systems is prevented from executing its obligations under this Agreement in whole or in part due to force majeure,such as earthquake,typhoon,flood,fire,and war or any other unforeseen and uncontrollable.Any modification or amendment to any of the provisions of this Agreement will be in writing and signed by an authorized officer of each party.This Agreement does not create or imply any relationship in agency or partnership between the parties. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.The validity of this Agreement and the rights, obligations, and relationship of the parties resulting from same will be interpreted and determined in accordance with the law of the State of Florida, and applicable federal law,without regard to its choice of law provisions. Venue of any action seeking to enforce the terms of this Agreement shall be within the State and federal courts in and for Collier County,Florida. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. If any provision of this Agreement is contrary to and in violation of any applicable law,such provision will be considered null and void to the extent that it is contrary to such law, but all other provisions will remain in effect.The waiver or failure of either party to exercise any right herein shall not be deemed a waiver of any further right hereunder.This Agreement,along with the Agreement Committing to Sell and Supply Mueller Systems Technology to Ferguson Enterprises, LLC ("Ferguson Agreement"), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior and contemporary agreements,understandings,and commitments between Mueller Systems and Customer regarding the subject matter of this Agreement. 13. Additional Terms. Mueller Systems hereby incorporates into this Agreement the Ferguson Agreement,attached hereto. [Signatures Appear on the Following Page] 40 EACH PARTY ACKNOWLEDGES THAT IT HAS READ Tins AGREEMENT, UNDERSTANDS IT,ANI)AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER: ATTEST: Crystal K. Kinzel, Clerk of Court & COLLIER COUNTY BOARD OF ComptwJlq COUNTY COMMISSIONERS o� '‘,,,, .. 4-7 4,4,./.„4..,4,.... By: id: . .04' G Burt L. Saunders, Chairman . ' ,( ' \e'. s.6tiat VIY. Approved tG nt' nd Legality: i County Attorney •, (6 Mueller Sys • ins, LL•i Cc.cDiw,.e_ ,., v By: �— First Witness ignature :gat La (Simu£c*�(ql Z Print Name:14., beYa -'i Type/Print Witness NAnie Title (/'c.e. if-e-6 41.- ad 6it•,er.( itiq., I74 .econ. mess M1 it / rve--- Type/Print Witness Name Cli'• Appendix A Product Warranty Statement 1. Limited Warranty. Mueller Systems, LLC ("Mueller")warrants that, for the duration of the Warranty Period(defined below):(a)each Mueller product purchased ("Product")will be free from defects in materials and workmanship under normal use,installation and service conditions;(b)the media on which any Software is furnished will be free of defects in materials and workmanship under normal use;and(c)any such Software will substantially conform to the applicable published Mueller functional specifications for such Software. Products will have a warranty period of the greater of(i)one(1)year from date of shipment or(ii)the applicable warranty period for a specific Product stated below in Section 6("Warranty Period"). 2. Exclusive Remedy. Mueller will,at its option,either repair or replace a Product that is in breach of the foregoing warranty during the Warranty Period if Purchaser reports the breach to Mueller within sixty (60) days after Purchaser discovers the breach. At Mueller's request, Purchaser will ship the allegedly defective Product to a repair facility designated by Mueller at Purchaser's expense and risk. If Mueller,in its sole discretion, determines that the Product breached the applicable warranty,Mueller will ship the repaired or replaced Product to Purchaser at Mueller's expense and risk. If Mueller determines that it is unable to repair or replace such Product,it will,at Mueller's sole discretion provide a cash or credit refund to Purchaser.If Mueller repairs or replaces any such defective Product,the Warranty Period for the repaired or replaced Product will continue for the longer of(i)thirty (30)days,or(ii)the remainder of the original Warranty Period. Mueller's warranty is subject to exclusions,as set forth in Section 3. This Section 2 sets forth Mueller's entire liability,and the Purchaser's exclusive remedy,for any alleged breach of warranty for any Products. 3. Exclusions. Mueller has no obligation under this Product Warranty Statement if(a) a Product has been subject to misuse,neglect or accident or has been damaged through abuse,alternation,installation or application inconsistent with AWWA guidelines or Mueller specifications, including but not limited to Mueller propagation studies,failure to follow Mueller's operation or maintenance instructions or negligence in transportation, handling,or storage,or repaired by anyone other than Mueller or its authorized personnel,(b)with respect to software, there has been a change to the software's operating environment not made or authorized by Mueller or if Purchaser fails to install any correction or enhancement provided by Mueller,or if a virus is introduced through no fault of Mueller,or(c)if any Product fails to satisfy the applicable warranty as a result of any force majeure event.Mueller's Product Return process can be found at www.muellersystemsreturns.com. 4. Important Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MUELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED,SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. 5. Limitation on Liability. Mueller has no liability with respect to damage or destruction of property or the personal injury or death of persons resulting from defects in Products or from improper installation, use,maintenance or operation of any Products.In all cases,Mueller's liability shall not exceed the total amount paid by Purchaser for the Products. 6. Product Warranties. The following provisions in this Section 6 modify the limited warranty in Section 1 with respect to the specific Products identified below: C�` ATTACHMENT A Automated Meter Reading(AMR)/Advanced Metering Infrastructure(AMI)Products Product Description Warranty Period AMR/AMI Software These items of Software will One(1)year from date of shipment to Purchaser. perform in accordance with Mueller's published specifications for the duration of the Warranty Period. AMR/AMI Hardware— During the Warranty Period,these One(1)year from date of shipment to Purchaser. unless otherwise expressly Products will be free from defects specified herein in materials and workmanship. AMR/AMI Radio Modules— During the Warranty Period,these Ten(10)years from date of shipment to Purchaser. AMI water module endpoints Products will be free from defects Additionally, the unit is covered by a prorated and AMR water module in materials and workmanship. warranty for years eleven(11)through fifteen(15)at endpoints a fifty-percent(50%)discount,and years sixteen(16) through twenty (20) at a twenty-five-percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Encoder Register Products, During the Warranty Period,these Ten(10)years from date of shipment to Purchaser. Wall Pads and Pit Pads. Products will be free from defects Additionally, the unit is covered by a prorated in materials and workmanship. warranty for years eleven(11)through fifteen(15)at a fifty-percent(50%)discount,and years sixteen(16) through twenty (20) at a twenty-five-percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Water Metering Products Product Description Warranty Period All Meter Products not During the Warranty Period,these One(1)year from date of shipment to Purchaser. otherwise specified herein Products will be free from defects in materials and workmanship. Remote Disconnect Meters During the Warranty Period,these Five (5) year warranty or two-thousand (2,000) (RDM) valve and solenoid Products will be free from defects actuations of the valve, whichever comes first, from assembly in materials and workmanship. the date of shipment to Purchaser. Maincases for the above listed During the Warranty Period,these Fifteen(15)years from date of shipment to Purchaser. mechanical meters Products will be free from defects in materials and workmanship. Standard registers for the above During the Warranty Period,these Ten(10)years from date of shipment to Purchaser. listed mechanical meters Products will be free from defects in materials and workmanship. 5/8"—Five(5)years from the date of shipment to Purchaser or the registration of 500,000 U.S.gallons, whichever comes first; 3/4"—Five(5)years from the date of shipment to Purchaser or the registration of 750,000 U.S.gallons, whichever comes first; 1"—Five(5)years from the date of shipment to AWWA'New Meter Accuracy Purchaser or the registration of 1,000,000 U.S.gallons, whichever comes first; 1-1/2"—Two(2)years from the date of shipment to Purchaser or the registration of 1,600,000 U.S.gallons, whichever comes first; 2"—Two(2)years from the date of shipment to Purchaser or the registration of 2,700,000 U.S.gallons, whichever comes first. Models 400 and 500 Series Meters 5/8"—Fifteen(15)years from the date of shipment to Purchaser or the registration of 1,500,000 U.S.gallons, whichever comes first; 3/4"—Fifteen(15)years from the date of shipment to Purchaser or the registration of 2,250,000 U.S.gallons, whichever comes first; 1"—Fifteen(15)years from the date of shipment to AWWA Repaired Meter Accuracy Purchaser or the registration of 3,000,000 U.S.gallons, (AWWA M6 Manual) whichever comes first; 1-1/2"-Ten(10)years from the date of shipment to Purchaser or the registration of 5,000,000 U.S.gallons, whichever comes first; 2"—Ten(10)years from the date of shipment to Purchaser or the registration of 8,000,000 U.S.gallons, whichever comes first. Model HbMAG During the Warranty Period,these Two(2)years from date of shipment to Purchaser. electromagnetic cold water Products will be free from defects meters in materials and workmanship. Solid State Meters During the Warranty Period(ten(10)years from date of shipment to Purchaser)these Products will meet or exceed accuracy of+/- 1.5%between the specified minimum flow rate to the specified maximum for the following sizes: 5/8"Meter 0.1 gpm to 20 gpm 5/8"x'/4",3/4"Short,and 3/4"Long Meter 0.1 to 30 gpm 1"Meter 0.4 to 55 gpm 1 '/Z"Meter 0.25 to 100 gpm 2"Meter 1.5 to 160 gpm ' American Water Works Association("AWWA") C Av Appendix B Services 1. Software Services and Support Obligations a. "Update"to the Software means a subsequent release of the Software that Provider makes generally available to its current customers for the Software.Updates include changes and corrections to the Software as are required to keep the Software in substantial conformance with the applicable Documentation and that are created by Provider as corrections for defects in the Software. Updates shall not include any release, option or future product that Provider licenses separately. Provider shall in its sole discretion determine the nature,content,timing and release of any Updates. b. Web-based support,consisting of information on the most current release of the Software through Provider's web site. c. Phone support in the form of advice and counsel via telephone regarding Customer's use of the most current release of the Software,as well as Customer's connectivity and ability to access Content. Phone Support is provided from 8:00 AM to 7:00 PM Eastern Time, Monday through Thursday and 8:00 AM to 5:00 PM Eastern Time on Fridays.All hours and days exclude recognized U.S.holidays observed by Mueller Systems. 2. Software Hosting Services a. Except as specifically permitted in this Agreement,Customer shall have web-based access to the Software hosted by Provider pursuant to this Agreement. b. Provider shall provide Customer with access and related hosting services to the Software installed on Provider's servers. Provider will also install the Content provided by Customer. Provider will define the appropriate performance specifications and will host the server at a Provider's location. Provider will monitor and perform routine maintenance on the server,and if the server is not operating properly,will make a good faith effort to operate Customer's system on a backup server,if available.Access to Customer's server is restricted to authorized Provider information technology and support personnel only. Differential and full server backups are performed when reasonably practicable. c. Customer shall be responsible for installing, operating and maintaining the equipment, software,and/or facilities at Customer location recommended by Provider for effective access to and use of the Software installed on Mueller Systems server. Customer shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment at Customer's location necessary for accessing the Software. d. Upon termination,for any reason,of the Agreement or any license(s)granted herein, Provider shall immediately cease providing access to the Software and Hosting Services. Customer shall (i)immediately stop access and use of all such Provider confidential information(including Software);(ii) shall return all copies of the Software,Documentation,and any Provider confidential information to Provider;and(iii)delete all Software,Documentation,and other confidential information off of any and all storage media possessed or controlled by Customer. Customer shall provide Provider with written certification signed by an officer of Customer that Customer has complied with the provisions of this Section. Customer shall pay all amounts due,upon receipt of a proper invoice and in compliance with Chapter 218,Fla. Stats.,otherwise known as the"Local Government Prompt Payment Act."Any late interest fees shall be pursuant to Section 218.74,Fla.Stat. e Appendix C Confidential Information For purposes of this Attachment, "party" or "parties" shall mean Provider and Customer, including their respective subsidiaries and affiliates who are providing information under this Agreement. The parties agree to maintain confidential information as follows: 1. Definition of Confidential Information. The parties understand and agree that confidential information is any and all current and future Equipment, Documentation and/or Software information, roadmap,technical or financial information,customer names,addresses and related data,contracts,practices, procedures and other business information, including software reports, strategies, plans, documents, drawings,machines,tools,models,patent disclosures,samples,materials and requests for proposals that may be disclosed between the parties, whether written, oral, electronic or otherwise, however and wherever acquired ("Confidential Information"). Confidential Information excludes any information which would otherwise fall in the definitions above, but which was (a) known to the recipient of the information ("Recipient")before receipt from the disclosing party;(b)publicly available through no fault of Recipient; (c) rightly received by Recipient from a third party without a duty of confidentiality; (d) disclosed by disclosing party to a third party without a duty of confidentiality on the third party; (e) independently developed by Recipient without breach of this or any other confidentiality agreement; or(f) disclosed by Recipient after prior written approval from the disclosing party. 2. Obligations of Confidentiality and Remedies. Recipient agrees to protect the disclosing party's Confidential Information with the same degree of care, but no less than a reasonable degree of care, as Recipient uses with respect to its own Confidential Information. Neither party has any obligation to exchange Confidential Information. Both parties acknowledge and agree that the disclosure of the other party's Confidential Information could cause irreparable harm. Therefore,an injured party is entitled to applicable equitable relief, including injunctions, in addition to other remedies, for such wrongful disclosure of Confidential Information. In addition,disclosure of Confidential Information required by a government body or court of law is not a violation of this Section if the Recipient gives prompt notice of the required disclosure to the disclosing party. 3. Term of Confidentiality Obligations. Recipient's duty to protect Confidential Information expires three(3)years from the date of disclosure of the particular Confidential Information. 4. No Warranties on Confidential Information. Neither party warrants or guarantees the accuracy of any Confidential Information transferred between the parties. 5. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act,Chapter 119,Fla. Stat.,and the Florida Sunshine Law,Chapter 286,Fla.Stat. CA Appendix D Please refer to Price Quotation and Pricing Qualification Notes of the Agreement #19-057-NS between Collier County,a political subdivision of the State of Florida and Ferguson Enterprises,LLC d/b/a Ferguson Waterworks. cAO COMMITMENT AGREEMENT TO AGREEMENT NO. 19-057-NS AGREEMENT COMMITTING TO SELL AND SUPPLY MUELLER SYSTEMS TECHNOLOGY TO FERGUSON ENTERPRISES,LLC This Agreement Committing to Sell and Supply Mueller Systems Technology to Ferguson Enterprises, LLC (the "Commitment Agreement ") is entered into this a day of (Yl+('C.-h , 2020, by and between Mueller Systems, LLC, a Delaware limited liability corporation having its principal offices at 10210 Statesville Blvd., Cleveland, North Carolina 27013 ("Mueller") and Ferguson Enterprises, LLC d/b/a Ferguson Waterworks, a foreign limited liability company doing business at 3801 Prospect Avenue,Naples Florida 34104 (individually, "Company" and collectively with Mueller, the "Parties"), in order to supplement Agreement#19- 057-NS specifically for Collier County,a political subdivision of the State of Florida(the"County")executed by and between Mueller and Company (the "Subcontractor Agreement"). This Commitment Agreement is entered into with the express agreement of Mueller and Company and that, except as provided herein, all other terms, conditions and stipulations contained in the Subcontractor Agreement and any addenda or amendments thereto shall remain in full force and effect and without any change or modification whatsoever. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Subcontractor Agreement. Mueller and Company hereby agree as follows: WHEREAS, Company and Mueller have an existing agreement in place whereby Company distributes Equipment, Software and Services involving certain Mueller products and communication systems; and WHEREAS, Company plans to enter into a long-term agreement with the County to provide Mueller's automated meter reading and advanced metering infrastructure products, software and services (collectively, "Mueller Technology"); and WHEREAS, the County desires to confirm that the Mueller Technology will be available to it notwithstanding the possibility of termination of the business relationship between Mueller and Company; and WHEREAS,the Parties desire to enter into this Commitment Agreement to provide Collier County such certainty. NOW, THEREFORE, FOR AND IN CONSIDERATION of the premise, the mutual promises, covenants and agreements contained herein,and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties hereto hereby agree as follows: I. Access to Products. Mueller agrees to sell Mueller Technology to Company for the County's benefit in the current form or future iteration (which future iteration shall not degrade or lessen the functionality of the Mueller Technology)during the term of the Agreement No. 19-057-NS between Company and the County for the purchase and use of Mueller Technology so long as such Mueller Technology is available for sale. In the event the agreement between Company and the County for the purchase and use of Mueller Technology has been terminated, Mueller will directly or indirectly make Mueller Technology available for purchase and use to the County, so long as such Mueller Technology is available for sale. [Signature page to follow] G�' • • • IN WITNESS WHEREOF, the Parties have executed this Commitment Agreement as of the date first above written. Mueller Sy 1 s f By: irst Witness /ignature i • BAC lc?k S>m1.4.u t 2 'tint Name: Joliv% beYarw+a., Type/Print Witness Na r`i Title t/, P he fMgfryee- • "mv(f' Second t1 ness ate / S TT Type/Priv./Witness Name • • Ferguson Ente •ises,LLC fl/b/a Fe t;guson Waterworks F rst Witness Signature JoA( / AL" f Print Name: /G AY?-71< 1Z4c t t C 5 c_7=67•IEfZAL /14F7> C:.. Type/Print Witn ss Name Title ) Second Witness 'J Mhk �- /tr,Aic; Type/Print Witness Name • 1 2 IVIUGLLVVH IL DATE(MM/DD/YYYY) AcoRL' CERTIFICATE OF LIABILITY INSURANCE 3/2/2020 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 have ADDITIONAL INSURED provisions or 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 CONTNAME: Kristin Dempsey Commercial Lines-(404)923-3700 PHONE 470-875-0343 FAX 877-362-9069 A/C No Ext: (A/C,No): USI Insurance Services LLC E-MAIL d ti krisn. em se ADDRESS: kristin.dempsey@usi.com 3475 Piedmont Road NE,Suite 800 INSURER(S)AFFORDING COVERAGE NAIC# Atlanta,GA 30305-2886 INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: National Union Fire Ins.Co.of Pittsburgh, PA 19445 Mueller Water Products, Inc.; INSURER C ACE Fire Underwriters Ins.Co. 20702 Mueller Systems, LLC INSURER D: Indian Harbor Insurance Company 36940 1200 Abernathy Road, NE Suite 1200 INSURER E: Atlanta,GA 30328 INSURER F: COVERAGES CERTIFICATE NUMBER: 14852637 REVISION NUMBER: See below 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 ADDL SUBR POLICY EFF POLICY EXP LIMITS LTRINSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY XSLG7145064810/01/2019 10/01/2020 EACH OCCURRENCE $ 2,000,000 DAMAGE RETED CLAIMS-MADE X OCCUR PREM SESO(Ea oc SIR applies per policy currrence) S 1,000,000 X Contractual Liability terms&conditions MED EXP(Any one person) $ _ 0 PERSONAL&ADV INJURY $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $ 10,000,000 POLICY X ECT LOC PRODUCTS-COMP/OP AGG 5 5,000,000 OTHER: SIR/Deductible $ 500,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 A ISAH25288592 10/01/2019 10/01/2020 (Ea accident) _ X ANY AUTO BODILY INJURY(Per person) $ X OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) _ $ B x UMBRELLA LIAB X OCCUR 28295248 10/01/2019 10/01/2020 EACH OCCURRENCE S 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE 5 10,000,000 DED RETENTION$ $ WORKERS COMPENSATION 10/01/2019 10/01/2020 X STATUTE ER OH A AND EMPLOYERS'LIABILITY Y/N WLRC65889419(AOS) ANYPROPRIETOR/PARTNER/EXECUTIVE SCFC65889456(WI) 10/01/2019 10/01/2020 E.L.EACH ACCIDENT 5 1,000,000 C OFFICER/MEMBEREXCLUDED? N N/A ( ) (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 IfEOF OPERATIONS below s,describe under DESCRIPTIONE.L.DISEASE-POLICY LIMIT $ 1,000,000 D Cyber Liability MTP004231006 10/1/2019 10/1/2020 $10,000,000 aggregate$100,000 deductible DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Solicitation 19-057-NS Automatic meter reading system Ferguson Enterprises Collier County Board of County Commissioners is listed as additional insured on general liability as required by contract or agreement with regard to operations of the named insured. CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Ferguson Enterprises ACCORDANCE WITH THE POLICY PROVISIONS. 3311 Tamiami Trail E.,Bldg D Naples, FL 34112 AUTHORIZED REPRESENTATIVE 4Wd ay- I The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) Page 1 of 2 ,a►`oRO DATE(MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE 02/25/2020 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 have ADDITIONAL INSURED provisions or 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 Willis Towers Watson Certificate Center NAME: Willis Towers Watson Northeast, Inc. fka Willis of Pennsylvania, PHONE 1-877-945-7378 FAX 1-888-467-2378 Inc. (A/C,No,Ext): (A/C,No): E-MAIL c/o 26 Century Blvd ADDRESS: certificates@willis.com P.O. Box 305191 INSURER(S)AFFORDINGCOVERAGE NAIC# Nashville, TN 372305191 USA INSURER A Liberty Mutual Fire Insurance Company 23035 INSURED INSURER B: Indemnity Insurance Company of North Ameri 43575 Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) INSURERC: ACE American Insurance Company 22667 • 12500 Jefferson Avenue INSURER D: Newport News, VA 23602 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W15479528 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 ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM/DD/YYYY) (MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE CLAIMS-MADE X OCCUR PREM SESO(Ea occur ence) _ $ 1,000,000 A MED EXP(Any one person) $ 10,000 TB2-691-468654-019 05/01/2019 05/01/2020 PERSONAL BADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 5,000,000 POLICY X jE X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N B ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? No N/A WLRC65894075 05/01/2019 05/01/2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Workers' Compensation & WLRC65894038 05/01/2019 05/01/2020 E.L. Each Accident $2,000,000 Employers Liability- CA/MA E.L. Disease -Pol Lmt$2,000,000 Per Statute E.L. Disease-Each Emp$2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 02/04/2020 WITH ID: W15398141. Workers Compensation Policy WLR C65894075 provides coverage for AL, AK, AR, AZ, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, ME, MD, MI, MN, MO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WV. SEE ATTACHED 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 Board of County Commissioners 3295 Tamiami Trail E. Naples, FL 34112 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 19295819 BATCH: 1589413 AGENCY CUSTOMER ID: LOC#: ARD ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis Towers Watson Northeast, Inc. fka Willis of Pennsylvania, Inc. Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) POLICY NUMBER 12500 Jefferson Avenue See Page 1 Newport News, VA 23602 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Project: 19-057-NS - Automatic Meter Reading System ( Ferguson Enterprises) Coverage for Contractual Liability is provided under General Liability policy. Collier County Board of County Commissioners 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. General Liability policy shall be Primary and Non-Contributory with any other insurance in force for or which may be purchased by Additional Insured. INSURER AFFORDING COVERAGE: ACE American Insurance Company NAIC#: 22667 POLICY NUMBER: RWCC65893952 EFF DATE: 05/01/2019 EXP DATE: 05/01/2020 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers' Compensation & E.L. Each Accident $2,000,000 Employers Liability - WI E.L. Disease -Pol Lmt $2,000,000 Per Statute E.L. Disease-Each Emp $2,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 19295819 BATCH: 1589413 CERT: W15479528 As of 12/13/2019 FERGUSON ENTERPRISES,LLC ACTIVE DBA SUBSIDIARY LIST Entity Name Entity Name AC Wholesalers Ferguson Valve&Automation Action Automation,a Wolseley Industrial Group company(eff 8/20/2018) Ferguson Waterworks Action Plumbing Supply(effective 7/15/2019) Ferguson Waterworks-Municipal Pipe ADL (effective 7/16/2018) Ferguson Waterworks-Red Hed Alaska Pipe&Supply Ferguson Waterworks EPPCO Andrews Lighting&Hardware Gallery Ferguson Waterworks International The Ar-Jay Center Galleria Bath&Kitchen Showplace Atlantic American Fire Equipment Company Grand Junction Pipe (effective 9/24/2018) Avallon Global HM Wallace,Inc. BAC Appliance Center H.P.Products Corporation Bath+Beyond HP Logistic,Inc. Bayport Partners,LLC Improvement Brands Holdings,Inc. Blackman Plumbing Supply,LLC (effective 12/11/2018) Industrial Hub of the Carolinas Brock-McVey (effective 7/30/2018) Innovative Soil Solutions LLC(effective 7/29/2019) Bruce-Rogers Company James Martin Signature Vanities,LLC (effective 1/28/2019) Build.com,Inc.(fka Improvement Direct,Inc.) J&G Products Cal-Steam Jones Stephens Corp. (effective 8/13/2018) Capital Distributing (effective 10/29/2018) Jones Stephens Global Sourcing(Wuxi)Ltd.(effective 8/13/2018) City Lights Design Showroom J.D.Daddario Company CFP Joseph G.Pollard Co. Clawfoot Supply,LLC Karl's Appliances Cline Contract Sales Kitchen Art (effective 2/4/2019) Custom Lighting&Hardware Lakeland Plumbing Supply,LLC Davies Water Lighting Design Center DBS Holdings,Inc. Lighting Unlimited Dealernet Lincoln Products Duhig Stainless (effective 3/12/2018) Linwood Pipe and Supply Energy&Process Corporation Living Direct,Inc. Equarius Waterworks,Meter&Automation Group Louisiana Utilities Supply Company Factory Direct Appliance LUSCO Ferguson Bath&Kitchen Gallery Mahwah Realty,LLC Ferguson Bath,Kitchen&Lighting Gallery Maskir Properties Inc. Ferguson.com Matera Paper Company,Inc. Ferguson CESCO,Inc. Max Industries,Ltd. (effective 1/28/2019) Ferguson Direct McFarland Supply Ferguson Enterprises,Inc. Michigan Meter Ferguson Facilities Supply(FEI) Millennium Lighting,Inc.(effective 8/27/2018) Ferguson Facilities Supply(for Matera Paper-TX only) Mission Valley Pipe(effective 6/3/2019) Ferguson Facilities Supply,Dogwood Building Supply Division(eff 10/22/18) Mississippi Utility Supply Co.(MUSCO) Ferguson Fire&Fabrication,Inc. Myers HVAC Supply Ferguson Fire&Fabrication International National Fire Products Ferguson Heating&Cooling New Jersey Plumbing Group,LLC Ferguson Hospitality Sales New York Plumbing Designs,LLC Ferguson HVAC—Air Cold North Point Plumbing Supply,LLC Ferguson HVAC—EastWest Air Orange County Plumbing Group,LLC Ferguson HVAC—Lyon Conklin Palm Designs LLC Ferguson Integrated Services PCS Industries Ferguson International PL Sourcing Ferguson Panama,S.A. Plumb Source Ferguson Parts&Packaging Plumbing Decor As of 12/13/2019 FERGUSON ENTERPRISES,LLC ACTIVE DBA SUBSIDIARY LIST PAGE 2-DBA&SUBSIDIARY LIST Entity Name Entity Name Plumbing Holdings Corp. Wolseley Staffing de Mexico S.A.de C.V. Pollardwater WPCC Forwarding Powell Pipe&Supply Co. Wright Plumbing Supply Power Equipment Direct Inc. Process Instruments&Controls,LLC(effective 9/9/2019) Professional's Bath Source PV Sullivan Supply Ramapo Wholesalers RB Huntington Realty,LLC Robertson Supply (effective 11/19/2018) Rocky Hollow Realty,LLC Renwes Sales Redlon&Johnson Reese Kitchen,Bath&Lighting Gallery S.W.Anderson Sales Corporation(effective 11/11/2019) Safe Step Walk in Tub,LLC(effective 7/31/2018) SG Supply Co. Ship-Pac Signature Hardware SimplyPlumbing,LLC SOS Sales Southhampton Realty Corp. Stock Loan Services,LLC Supply.com Tarpon Wholesale Supplies The Davidson Group The Plumbing Source The Stock Market Tinkar Realty,LLC TotalFab,LLC TPW Kitchen&Bath Wallwork (effective 12/10/2018) Wanlyn Realty Corp. Waterworks Industries Webb Distributors Western Air Supply Westfield Lighting Wholesale Group Wholesale Group Operations,Inc. Wolseley(Barbados)Ltd Wolseley de Puerto Rico,Inc. Wolseley Financial Services Wolseley Industrial Group Wolseley Integrated de Mexico S.A.de C.V. Wolseley Investments North America,Inc. Wolseley Investments,Inc. Wolseley NA Construction Services,LLC Wolseley NA Finance,Inc.