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Agenda 02/08/2022 Item #16E 1 (Assumption Agreement to Ferguson Enterprises, LLC d/b/a Sunstate Meter & Supply Contract #20-040-NS)
02/08/2022 EXECUTIVE SUMMARY Recommendation to approve an Assumption Agreement assigning all rights, duties and benefits, and obligations to Ferguson Enterprises, LLC d/b/a Sunstate Meter & Supply concerning Agreement #20-040-NS "Large Meters". OBJECTIVE: To continue the purchase of larger water meter and components for the County's existing water system. CONSIDERATIONS: On September 22, 2020 (Agenda Item No. 16.C.3), the County entered into Agreement #20-040-NS "Large Meters," (the "Agreement") with Sunstate Meter & Supply, Inc., as the sole distributor of Neptune large meters, components and services necessary to maintain County's existing water distribution system. Pursuant to the terms of an Asset Purchase Agreement, dated as of October 25, 2021, by and among Ferguson Enterprises, LLC ("Ferguson Enterprises"), as the Buyer, and Sunstate Meter & Supply, Inc., as the Seller, Ferguson Enterprises represents and warrants to the County that they are now the successor in interest to the Agreement with the County. Staff obtained documentation of the acquisition, along with other necessary business documents from Ferguson Enterprises, which have been reviewed and accepted by the County Attorney's Office. Furthermore, Ferguson Enterprises will transact business from the seller's former location in Florida under the assumed business name "Sunstate Meter & Supply." Staff is recommending approval of the attached Assumption Agreement with Ferguson Enterprises, LLC d/b/a Sunstate Meter & Supply, assigning all rights, duties, benefits, and obligations under Agreement, including any amendments thereto. FISCAL IMPACT: There is no fiscal impact. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires a majority vote for Board approval. - SAA RECOMMENDATION: To approve an Assumption Agreement assigning all rights, duties and benefits and obligations to Ferguson Enterprises, LLC d/b/a Sunstate Meter & Supply under Agreement #20-040- NS, "Large Meters," and authorize the Chair to sign the attached Agreement. Prepared by: Priscilla Doria, Procurement Strategist, Procurement Services Division ATTACHMENT(S) 1. 20-040-NS Assumption Agreement Ferguson Enterprises dba Sunstate_VendorSigned2 (PDF) 2. Supporting Documentation -Business Docs (PDF) Packet Pg. 523 16. E.1 02/08/2022 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.1 Doe ID: 21099 Item Summary: Recommendation to approve an Assumption Agreement assigning all rights, duties and benefits, and obligations to Ferguson Enterprises, LLC d/b/a Sunstate Meter & Supply concerning Agreement #20-040-NS "Large Meters". Meeting Date: 02/08/2022 Prepared by: Title: — Procurement Services Name: Priscilla Doria 01/24/2022 12:32 PM Submitted by: Title: Manager - Procurement — Procurement Services Name: Sandra Herrera 01/24/2022 12:32 PM Approved By: Review: Procurement Services Procurement Services Procurement Services Agenda Clerk Preview County Attorney's Office Office of Management and Budget Office of Management and Budget County Attorney's Office County Manager's Office Board of County Commissioners Ana Reynoso Level 1 Purchasing Gatekeeper Sandra Herrera Director Review Sue Zimmerman Additional Reviewer Michael Cox Agenda Clerk Preview Sally Ashkar Level 2 Attorney Review Debra Windsor Level 3 OMB Gatekeeper Review Laura Wells Additional Reviewer Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Geoffrey Willig Level 4 County Manager Review Geoffrey Willig Meeting Pending Completed 01/24/2022 12:44 PM Completed 01/24/2022 2:11 PM Completed 01/24/2022 6:01 PM Completed 01/25/2022 3:12 PM Completed 01/27/2022 10:14 AM Completed 01/27/2022 10:24 AM Completed 01/27/2022 11:07 AM Completed 01/27/2022 12:52 PM Completed 01/31/2022 11:27 AM 02/08/2022 9:00 AM Packet Pg. 524 16.E.1.a ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this of , 2022 by Ferguson Enterprises, LLC d/b/a Sunstate Meter & Supply ("Contractor") and Collier County, a political subdivision of the State of Florida (the "County"). WHEREAS, on September 22, 2020 (Agenda Item No. 16.C.3), the County entered into Agreement #20-040-NS, "Large Meters", with Sunstate Meter & Supply, Inc., (hereinafter referred to as the "Agreement" attached hereto as Exhibit "A"); and WHERAS, CONTRACTOR represents and warrants to the County that through a purchase acquisition, CONTRACTOR is now the successor in interest to the Agreement with the County (see Bill of Sale, Assignment & Assumption Agreement, attached as Exhibit `B"); and NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. CONTRACTOR accepts and assumes all rights, duties, benefits, and obligations of the Contractor under the Agreement, as amended, including all existing and future obligations to pay and perform under the Agreement. 2. CONTRACTOR will promptly deliver to County evidence of insurance consistent with the requirements of the Agreement. 3. Notices required under the Agreement to be sent to CONTRACTOR shall be directed to: Principal Address: Local Address: 12500 Jefferson Ave. 14001 Newberry Rd Newport News, VA 23602 Newberry, FL 32669 Attention: Jay Meyers or Chris Dashiell Main Phone: (352) 359-4321 / (803) 600-1746 Email: Jay.Meyers e f, erguson.com / chris.dashiellgferguson.com 4. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 5. The County hereby consents to CONTRACTOR assumption of the Agreement in order to continue the services provided under Agreement #20-040-NS. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat CONTRACTOR as the Contractor for all purposes under the Agreement. 6. Except as provided herein, all other terms and conditions of the Agreement, as amended, remain in full force and effect. Page 1 of 4 Assumption to Agreement #20-040-NS "Large Meters" Packet Pg. 525 16.E.1.a IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written by an authorized person or agent. Contractor's Witnesses: (A-PA11h 000P(2�,z itness Signature 1t4�6CA r'�ov Print/Type witness name Witness Signature f,4l t.- l-1CiG L.I. Print/Type witness name ATTEST: Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller , Deputy Clerk Approved as to form and legality: Print Name/Title `Vl CONTRACTOR: Ferguson Enterprises, LLC d/b/a Sunstate Meter & Supply By: t _ Signature Print/Type Name Title BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA IN Page 2 of 4 Assumption to Agreement #20-040-NS "Large Meters" Chair CAO Packet Pg. 526 16.E.1.a EXHIBIT A To follow this page Page 3 of 4 ©VJ Assumption to Agreement #20-040-NS "Large Meters" Packet Pg. 527 16.E.1.a GENERAL SERVICE AGREEMENT (NON -SOLICITATION) # 2 0-040-NS for LARGE METERS THIS AGREEMENT, made and entered into on this QU day of ',�*Dkj&f2 02 0, by and between_SUNSTATE METER & SUPPLY, INC. authorized to do business in the State of Florida, whose business address is 14001 W Newberry Rd, Newberry, FL 32669 (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: AGREEMENT TERM, The Agreement shall be for a three ( 3 ) year period, commencing 0 upon the date of Board approval or ❑ on and terminating on .three (a) 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 two ( 2 ) additional one ( 1 ) 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 O 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, ❑ f=xhibit--/ ----Scope--af--Services, attached -to -this -Agreement 0 Exhibit B — Fee Schedule, 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 ❑ Single-Sour-ee.Ilaiver, ❑ Sole -Source --Waiver, R Exemption from the Competitive Process, ❑ Other: Page 1 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) Packet Pg. 528 16.E.1.a 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. ❑ The-County-skull--pay-tbe-Gen#aeter-for-the-perforrlmanee-of-this-Agreemen"n estimated-Fnaxirnurn-ar-- ount-of ($ �; per-County-fiscal-year-based-on-units/services-fur-ished-per-Exhi bit-B--Fee-Seged-ule attached---herete-and-the--pr+ee-met- iodelogy-as-defined-in-Seotion-4-1--Rayment-will-be made-upon-receipt-of-a--proper--invoice-and-upon-approvahby-the-Gounty's- Gontr-aet Adrninistr-ative--Agent/Project-Manager,and-in-eemplianee-vrith-Chapter-,'-L1-8 Fla.--Stats-.; otherwise-mown-as-tile-'�eal-Government Prompt-Payrnent-Art". A 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". ❑ Th"ounty-shall-pay-th"o-tr-actor-for-the-per-€ormance-of-this-Agreement-an estimated -maximum -amount -of per-Gounty-fiseal-year ,based-on-units/ser-vises-fur-nished-pursuant to -the -quoted -prised offered-by-the-Gentraeter-in-r�.sponse4"-speoific-Request for-Quotation-and-pursua-t to Pr-ise-Methodology--in-Section-4-1-Paymnent- vWkbe-made-upon-reeeiptof a--proper-invoice and-upon-approval-by-the-Gounty'er-Gontract-Adr-r�iniJtr-ative-AgeRYProje"anager and in-compliance-with-Ghapter-�8 RFla-Stats.; other-vise--k-nown--as4he--`6csal-Govemment Prompt Payment-AW-: 4.1 Price Methodology (as selected below): ❑ L-ump-Sum Fixed -Pr -ice): A -firm -fixed -total -price -offering -for -a -project; -the -risks -are tm-ansferred-from-t-he-Get4nty-to-the-eontrastor and as-a-busine-ss-pmetioe-there-are-no how r"r--material-invoices--presented ratherthe-contractor-must perform--to--the satisfaGtion-of-the- County-Le,projeet-manager-before-payment-for-thef♦xed-price-oontraet is-autherized- ❑ Time -and Materials The-Gounty-agrees.-to-pay-the-contr-aGtor-for-the-amount of -labor - time -spent by-the-Gontractor'1;-empleyee6-and-subcontractors-to-perform-the-work-(number of -hours -times -hourly -rate-, nd-for•materials-and-equiprnentused4n-the-project-(rest of Page 2 of 17 General Service Agreement Non -Solicitation 42017-004 (Ver.2) ,CAO Packet Pg. 529 16.E.1.a materials-plus-the-c,ontraeter-s-maWkup) .This-rnetbodelegy-is-gener-ally-used-in-pfejeets-in which+t-is-not-possible-ts-aoouratety-estimate-the rite-of-the-pr-ojeot-or-when-it-is-expected that the -project requirefnentts-wwoutd-roost4ik-eiy-ehange-As-a-gener-ai-business-praetlse; these-centraets-insiude-baok-up-doeumentatien-cif-oasts; Invoices--would-inotude-number- of-hours-weFked-and-billing-rate-by-positi on-(and--not-oompany-(or-subcontraotoO ire►ekeeping-er-payfell-reeerd-&) materlakor-equipment invoices-and-other-r-eimbumble documentatlofrfer-the-pFejeot� 7 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 ❑ Tr-av-el-and-Re€fnbur-sable-Expenses:---Tlaverand-Reimbufsabie-E-x-penses must-be---approved-in-advance-in-wfitieg-by-the-Gounty- TFavel-expenses-shall-be rei m bu rsed-ar-per--�ectlon-11-2-86'I-pla-�taz� Re im bursement-s-shall-be-at-the-followinq-Fates- Klea e $ . of -Mile Srea-kfast $6-00 Lunch $44-00 Dinner $-1-9-00 Aiffare Aotual-ticket`eoet-limited-to-tour st-er-ceaeh elas&4a% Rental -ear Aotual-rental-oust-lirnited--te-GOfrapaet-of standard -size -vehicles Lodging Aottual-cost-of-lodging-at-ringle-ooeupaney-Fate with -a -ea no-meFe-thaR-V-60-00 er-ni ht Raf 4n • Actual-eost-of- afkin -Taxi-er-Air-eFt-tImeusi-ne Actual-eest-of-either-taxi-er-air eft4mousine t?eimbur-sable-itewas-other-tt}an-tr-evel-expenses-shall-be-lirni-ted-to-the-€ollewing -telephone long-distance-ehafges-fax- ehar-ges pphoteeopying-El:varges-and-postage-Peirnbursable items will-be-paid-only-after-Gontr-actor-has-provided-all-receipt&.--Gentr-aotor-shall-be responsible-fer-all-other-sorts-and-expenses-associated-with-ac-tivities-and--selicitatio ns undertaken-pufsuantta-this-Agreement. Page 3 of 17 General Service Agreement Non -Solicitation #2017-004 (Vec2) CAO Packet Pg. 530 16.E.1.a 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 # 85-8015966531 C. 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: SUNSTATE METER & SUPPLY INC. Address: 14001 W Newberry Rd Newberry, FL 32669 Authorized Agent: Keith Ellenberg, President Attention Name & Title: Karen Whittle Telephone: 800-342-3409; 352-332-7106 E-Mail(s): Keith@Sunstatemeter.com; karen@sunstatemet 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 Director Division Name: Public Utilities Finance Operations Address: 3299 Tamiami Trail E., Third Floor Naples, FL 34112 Administrative Agent/PM: Jesse Komorny or Donna Deeter Telephone: 239-252-2173 or 239-252-2622 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. 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. Page 4 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) CAO Q Packet Pg. 531 16.E.1.a Payment for all such permits issued by the County shall be processed internally by the County. All non -County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the 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. W Commercial General Liability: Coverage shall have minimum limits of $1,000,000.00 Per Occurrence, $ 2,000,000.00 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. ❑ Sue ease Auto LialbIRW, CeyeFage &hall have rnirfil ium limits of $ _ - R r 003GU ren--Cemt3ined Singlet *snit-fer-,Beery4nftH y-L:ia#a 4y-and Page 5 of 17 Gma ral Service Agreement Non -Solicitation 42017-(X)4 (Ver 2) Packet Pg. 532 16.E.1.a Propetty._ aWe�tt aWky.--T-his--sha4{-4ns de,-GwAed V-eNotes; Hifed- and -Now, caned �ehieles-ar���Ieyee-fib en-Owt�eFs434p: C. FMI 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 $ 500,000.00 for each accident. D. ❑ Professional-Liabi4ity-: ,Shalt -be -maintained by. the-Ceratfac4or-to-enswe-its-legal liobi4ity—€ar�-ola+rns--arisinr�-- ef--t�►e--#ert�aese-ef-�sfessi�asaa4-seises--u nde�--this agreement:--Gof4motor-waWes-its-rigit�°ef s r #iris--i�+strranoe:.-._tic#-i�serense-s�hatt-ha�+e--4it�it�-el:-riot-4e'rs-thaw----µ. _.___-.eaoh s4a' _ E. ❑ +berL4a#aititewee e�halt-gaveinim 4ir�aits# - - _...�. -._.___.__._fir ctada. F. ❑Goverage-shat4-havein om--4iaaits-of-$------__.....__w�_�_-_. per 5laim. 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, Page 6 of 17 Genera! Sen ire Agreement Non -Solicitation 02017-003 (Ver.2 ) Q r© Packet Pg. 533 16.E.1.a property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 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 water Meter Division 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: ❑ Gontraoter's--Praposal, FN� Insurance Certiflcate(s), ❑ E-x-hibit-A-Soope-of Services, FE-1 Exhibit B Fee Schedule, ❑ Gubsequent--quotes; and X Other Exhibit/Attachment: Exemption from Competitive Process 17. APPLICABILITY. Sections corresponding to any checked box (Ilk 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 Page 7 or 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) ICAO Q ry© Packet Pg. 534 16.E.1.a 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. 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 Tamiami 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, Page 8 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) 11 A Q Packet Pg. 535 16.E.1.a 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. 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; (0 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. ❑ CL-E-ArN-U�Contr�aotor-agrees-to-Deep-the-Project--Isite-Glean-at-all-times-of-debris, rubbish -,and -waste-materiais-a r-ring-Gut-of-the-WoFk---Art-t-he-eempletio"f-t-ie-Wor—k Contr-actor-shall-Femove-all-debris; rabbis t4-and-waste-materials-fro► -and-about the-Rr-0test site;-as-well-as-all-tool&-applianeep,- onstFuetion-equipment-and-maehiner-y-aad-ser-plus materials; and -skull -leave -the -Project -site -clears 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 Page 9 of 17 General Service Agreement Non -Solicitation 02017-004 (Ver.2) ra CAO Q Packet Pg. 536 16.E.1.a 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. V■ 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 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. Contractor furtherwarrants 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 -Works 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. Q 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. ❑ RROTEC-T-IO l-OP- WORK- A=Gentraotor shalt-fully-proteet-the-WoFk--€Foal-loes-or-demage-and-shall-beaF-the-eost of-any-such-loss-or-da+nage-until-final-payment has--been-made.-tf-GentraoteF-or anyone-for-whom-Gentfaoter4s-4egally-li-able is-responsible-€or-any-lose-or-d wage te-the--ANefk— or-other--work-or--m-aterials-of- the-Gounty- "ounty-s--sepaf-ate, eontractor-s-Gentr-actor-ssh-alkbe-eharged-with-the-some and-any-Fnonies-neeessari� to.-replace-such-loss--eF-da rnage--shal I-b"eduGted-#rorr+--any-a+nounts--due--to Gentraoter. R-Gontfaotor-shalknot-aoad-nor-peFmit-any-part--of-any-structure-to-be-loaded-i"ny Manner -that will-endangeFthe-struct-ure-nor-shall-Gontraeto"ubjeet-an"art-of-the Work or adjacent-property-to--stresses-or-pressures-that--wlll-endangeFlt. G=Gontraotor--shaIknGt disturb-any-benehmarl-established-by-the-Gounty-with-r-espeet to4he-Rrojeet--If-GontraGtor- er--Its-subeentraGtors agents--or-anyone for -whom Gontractor -is-legally-liable-dlstur-bs-the-Gounty's-benchmar--kss GGontr-aGtor^I hall Page l0ofl7 General Service Agreement Non -Solicitation #2017-004 (Ver.2) C:AO Q Packet Pg. 537 16.E.1.a immediately-notify-the-Gounty. -The-County-,,hall-re-establish-the-benohmark-s--and Contractor-e - all -be-liable-for-alkcestr..,-inoua red-by-the-Gounty-associated-therewith- 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 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. ❑ I" EY—R-ERSONNEL--The-ContraGtor's-personne{-and-management--to-be-utilized-for this-project-shhall-be-knowledgeable-ire-their-areas-of-ex -per-tise--T-he-County-reseFves-the right to-per-form--investigations--ash-be-deemed-neoessap�4e-ensure-that competent Page l 1 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) i� Packet Pg. 538 16.E.1.a personsA,%tilkbe-utilized-its-the-perfornianoe-of-the-Agreement: T-he-Gontraeter-shah-assig-n as-rnany-people-as-nesessary-to-complete-the-services-on-a-timely-basis and-ea&rper-son assigned ,hall-be-available-fer--are--ar-noun# of-time-adequate4o-meet4.he-required-sepAiGe dates-�-he-Gentfaotor-shall-not-ehange-Key-Peron nekunless4he4ol lowing -se ndRjensrare met -- -1)-P-reposed--replaoerne-Rts--have-subs-tantaally-the-same-or-better-qualifications and/or -experience- 2-)-that-the-Goumy-is-notified-in-writing-ay-far-in-advance-a-s-possible -T-he-GontraGter-shall m-al%e-sommersiaily-reasonable-effor-ts-t-e-notify-Gollier-Gounty-within seven-(7)-days of-the-ehange.-The-County-retains-€rnal-a pprovai-of-proposed-repla Bement personnel: 0 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. FEJ 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. ❑ ORDER-OF-PREGEDENGE-FGr-ant Funded)—in-the-event-ofany--eonfliGt between-or- among-the-terms-.of-any-of-the-Gontraot Documents-and/or-the-Gounty°s--Board-approved Executive -Summary -the-ter-mf,-of-the-Agreement-,,,hall-take-precedence-ever-the-terms-of all-other-GontracA-Deeuments; -ex6ept-the-term"f—any-Supplemental-Genditions-shall-take precedence -ever -the Agreement—T-o-the-exetent-any-conflict-in-the-terms-of-the-Gontr-aGt DOGur+ier4ts-ea-nnot--be-reeoived-by-applieation-of-tkhe-Supplemental-GenditiGn if -any; or the--Agreement-the-sonfliet-ehall-be-resolved-by-imposing-tfie-rnefe-etriet-or-sestly eblig atiori-under-the-Gentfa"oeu ments-u pon-the-Contractor-at-Gounty's-disoretion- 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 Page 12 of 17 General Service Agreement Nan -Solicitation #2017.004 (Ver.2) OCAQ Packet Pg. 539 16.E.1.a 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 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. F■ 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 13of17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) +\"o Packet Pg. 540 16.E.1.a IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: Crystal Kinzel, Clerk of Courts & Comptroller By. r Dated:D—RAN& (SEAL) v_ A haitn� r►'s Contractors }Wnesses: Contractor's First Witness Sonya Smith TType/,pfint witness nameT Contractor's Second Witness Keith Ellenburg TType/print witness nameT App ved a t FordjLalitt_.,, nt BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: BURT L. SAUNDERS Chairman SUNSTATE METER & SUPPLY, INC. Contractor Signature Karen E. Whittle- Vice President TType/print signature and titleT Pagc 14 of 17 Gencrul Service Agreement Non -Solicitation #2017-004 (Ver.2) S 'Af7 Packet Pg. 541 16.E.1.a Exhibit A Scope of Services ❑ following this page (pages through ___) � this exhibit is not applicable Page 15 of 17 General Service Agreement Non -Solicitation 42017-004 (Ver2) Packet Pg. 542 16.E.1.a Exhibit B Fee Schedule 0 following this page (pages 1 through 1 ) ❑ this exhibit is not applicable Page 16 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) DN(_ Packet Pg. 543 16.E.1.a CD N r C N E N N L Im Q O C O Q August 25, 2020 E N N Q Collier County Fee Schedule 0 EC2ARPHG21S1694 2" TRU/FLU WITH T-10 $1,402.88 EC3BRPHG21S1694 3" TRU/FLU WITH T-10 $1, 72.66 EC3CRPHG21S1694 4" TRU/FLU WITH T-10 $2,520.03 EC3DRPHG21S1694 6" TRU/FLO WITH T-10 $3,910.40 EP7CIRPHG21S1694 4" HPP3 SS USG PC $7,278,63 EP7©1RPHG21S1694 6" HPP3 SS USG PC EP7EIRPHG21S1694 EP7FIRPHG21S1694 8" HPP3 SS USG PC $10,476.63 $13,175.30 10"HPP3 SS USG PC $16,381.76 I CAL Packet Pg. 544 16.E.1.a other Exhibit/Attachment Description: Exemption from Competitive Process N following this page (pages 1 through 3 ) ❑ this exhibit is not applicable Page 17 of 17 General Service Agreement Non -Solicitation i12017-004 (VecZ) C 6 N C N E N 0 L IM Q 0 c 0 r Q. to to Q CD CD 0 r N Packet Pg. 545 16.E.1.a C664er County Administrative Services Departtnent Paxmi-en*nt Sj rwces DrOr m Exemptions from the Competitive Process 1 _L The following procurement categories may be eligible for exemption from the competitive process based upon the determination of the County manager or Designee that approval of such an exemption is in the best interest of the County. Purchases greater than $50,000 will require final approval by the Board of County Commissioners. Requester Name: Jesse Komorny Vendor Name: Sunstate Meter & Supply, Inc. Division: Public Utilities Fiscal Operations Item / Service: Large Meters and Components Budget Year: FY21 Not to Exceed $500 000 per Fiscal Year. One time purchase: ❑ Multiple purchases: 0 Requested date range: 2020-2025 Is there an agreement associated with this Yes ® No El Exemption? ❑ 1. Government Agency/Non. ❑ 2. Registrations/dues/ ❑ 3. Subscriptions/periodicals/ ❑ 4. Advertisements Profit training printed materials ❑ 5. Utility services - subject ❑ 6. Education/academic ❑ 7. Legal services ❑ 8. Purchases required by to government control programs/trainers, speakers rants/ ifts Q g.Compatibility/proprietary ❑ 10. Shop estimates on ❑ 11. Personnevrecruitment ❑ 12, Works of art for public with current systems disassembled equipment services dis la ❑ 13. Direct purchases ❑14. Financial instruments ❑ 15. Entertainment services ❑ 16. Management studies as for County sponsored events directed by County Manager ❑ 17. Resolution/BCC direction (Indicate resolution number and approval date): Description of Purchase: Enter a description of the item() items that will be purchased under this exemption. 3" and larger Neptune water meters and components. Purpose: Describe in detail, the purpose of the requested item(s). To maximize our current investment (approximately $1.3 million) in Neptune large meters and components acquired over the last six years from Sunstate Meter & Supply, Inc., and continue to have access to the products and services necessary to maintain existing warranties and to maintain compatibility with our existing water system, we request an exemption from the competitive process to accompany a new Agreement 20-041-NS to replace the existing PO Driven Agreement #15-6507 (Large Meters). See attachments for additional back-up. Signature:Jesse Komornyo.:°2020o 02 12749 "W Date: Requester: Jesse Komorny Division Director: Joseph Bellone Signature: Joseph BeIIone°o,'v,,'"29 oosa", ;'7°; °o�Wa Date: Procurement strategist: Sara Schneeberger a°"'"'.mn.ew Signature: SchneebergerSara p„'-2M05515la00/5-0.W Date: Procurement Director: Catherine Bigelow Or i d�a Si nature:Cat BI elOwM^-` g g --� —", a.� Date: For Procurement Use Only: ❑ One time approval ❑ One year approval QMulti-Year Approval: Start 05/18/2020 End 09/30/2025 ;cj0 C Packet Pg. 546 16.E.1.a BUSINESS CASE FOR EXEMPTION REQUEST FOR SUNSTATE METER & SUPPLY, INC. FOR LARGE METERS: Maintaining consistency with Neptune meters will maximize the County's current investment in large meters and components. This will ensure access to the products and services necessary to maintain existing warranties and compatibility with the County's existing water system. It is in the County's best interest for staff to seek an exemption from the competitive process and enter into a new Agreement with Sunstate Meter & Supply, Inc. allowing for the fixture purchase of the Neptune large meters and components. Staff will continue to work with the third -party vendor to evaluate the future marketplace and the County's growing needs for large meters. In support of Staffs recommendation to approve an exemption from the competitive process: • Since 2002, the County has invested over $3.3M in Neptune large meters and components. These meters and components have an estimated remaining useful life of more than 10 years. Entering into a new Agreement with Sunstate Meter & Supply, Inc. will allow the County to maximize the current investment and remaining useful life of the product. The technology installed from the vendor, Sunstate Meter & Supply, Inc., utilizes a communications platform that is only compatible with products from the same manufacturer. While the County can purchase large meters from a different manufacturer, a contract with Sunstate Meter & Supply, Inc. will allow the County to continue to purchase and install compatible products, This will prevent the County from running multiple reading platforms in parallel that could incur increased cost for additional reading equipment, increased cost for additional software, and increased risks of missed reads or other errors. • Staff is already trained and familiar with the Neptune meter products. Any change in the manufacture will require County staff to be trained on the testing, repair and maintenance of an additional manufacturer. Staff would have to be competent in both the current installed system as well as any new system. By maintaining the current system, the County avoids potential errors associated with running multiple platforms. Reduced lead times associated with local material availability. Sunstate Meter & Supply, Inc. is a qualified local vendor within the County and maintains on -hand inventory for the current manufacturer. Maintaining an Agreement with Sunstate Meter & Supply, Inc. will allow the County to benefit from reduced lead times and faster responses for new developments and service requests as well as reducing the amount of capital the County must invest for inventory. • Staying with the current manufacturer will eliminate the need for additional inventory required to maintain sufficient stock for repairs. The Water Metering Section's proposed plan to continue utilizing Neptune large meters over the next 5-10 years based on the current life of meters in the system, together with anticipated new connections and replacements, based off future anticipated development, includes: 2020 2021 2022 2023 2024 30 30 25 25 20 0 Packet Pg. 547 16.E.1.a As set forth in Section 8, Subsection 9 of the County Procurement Ordinance, the continued acquisition of the Neptune large meters through Sunstate Meter & Supply, Inc. will provide both products and services necessary to maintain existing warranties and licenses as well as to maintain compatibility with the existing Water distribution system. Staff recommends that one -hundred eighty (180) days prior to the expiration of the five-year agreement tern, the County perform a market analysis to determine current pricing available at that time for large meters to determine whether to exercise the proposed agreement's t 80-day extension period and re -solicit for new large meters compared to the cost-effectiveness and continuity of requesting another exemption from the competitive process and recommending a further five-year renewal of the attached agreement with Sunstate Meter & Supply, Inc. \ &0 Packet Pg. 548 16.E.1.a SUNSMET-01CN; DATE (MMfODIYYYYJ `...- CERTIFICATE OF LIABILITY INSURANCE s/2Mr2o2o 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(les) 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 Ileu of such ondorsoment(s�. _ _............ ...... ._._ ._..._ PRODUCER �ON'IfC7 Hub International Florida PHONE. ) FAX No);(352) 376-6393 2811 NW 41at Street EAJCq' No, ext): (352 377.2D02IAJC Gainesville, FL 32606 ADDR�SS: INSURERIS) AFFORDING COVERAGE, _ NAIC A INSURER A: United Fire & Inderri Company 19496 INSURED INSURER e:Transportatlon Insurance Company 20494 Sunstate Meter 8 Supply Co, Inc. INSURER C: 14001 W Nowborry Rd INSURER D; Newberry, FL 32669 INSURER E : INSURPR F , COVERAGES.___. _.. CERTIFICATE NUMOER ...... _. ........... ............._ REVL$)O[l N-UMBER, 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. !NAR AODL SUDN POLICY EFF PULICY CAP TYPE OF INSURANCE INSOPOLICY NUMBER —,__....__4MWDQ1Y.YYY1._1tA=DNYY-Yl.. LIMITS A X COMMERCIAL GENERAL LIABILITY i! „t,.RRFNC:L j 1,000,01 CtA;MSWADE X 111ccuR X 60511469 111/2020 11112021 ", I I T 100,0i GENT AGC" CATL LIMIT APPLIES PER: X w'XICY JF.L I.7C, Pr PSONAL A AOV IN,U10' < GAHERM. AOGnft',ATr i I`RGDtA:TS • COMP Oo AnG S ... AU'TOMORILEE LIABILITY tfq,!91-.:lED ii?9C•{z I.W0? $'.i :ca'fi?mat: S nhlr Aul'-� 80DILY INJURY (Pal porcon) 5 OWNED AUTO�L- 0";t1 SCHEOULFD AU7Dpp9 BODILY INJUppRY (Per Accident) 5 {tJ781ON.Y 1/ I��] 1AGE All I'tWFIN.q IPor�nrExrir:nll 0 A X UMBRELLA LIAR EXCESS LIAB X OCCUn CLAWS -MACE 60511489 WORKERS COMPENSATION ANO EMPLOYERS' LIABILITY Y I N ANY VROI''RIETOWPARTNERiEXECU I'IVE ppI rICCER!MrM(}>`R EXCIA)CEO7 NIA lMandHory (n Nt3j EACH OCCURR11NCE 1/1/2020 111/2021 AOCREGATE X PE11 WC679362320 9/2112020 912112021 RTAtUrEI. C.L. OM7ASE - EA EAIPLDYIT -, DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks 8chsdola, maybe attached It mom spsce Ia required) Bid 0 20.041 NS 500,0 $00,0 500,0 County Board of County Cominisioners, OR, Board of County Commissioners In Colder County, OR, Collier County Government, OR, Colder County Id as an additional Insured under the captioned Commercial General Liability and Automobile Liability Policies on a 1 and non-contributory basis If and to the extent required by written canlract. CERTIFICATEHOLDEfi,.....,__.��-_,, Collier County -Board of CoL 3295 Tamiami Trail E. NePias, FL 34112 ..... _. ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 7t Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y ACCORDANCE WITH THE POLICY PROVISIONS. __._............... AUTHORIZED REPRESENTATIVE _ 7;2� ... _.......... .._......___ __...._ _ m 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD la Packet Pg. 549 16.E.1.a EXHIBIT B To follow this page Page 4 of 4 Assumption to Agreement 420-040-NS "Large Meters" Packet Pg. 550 16.E.1.a FERGUSON ENTERPRISES, LLC SECRETARIAL CERTIFICATE The undersigned Assistant Secretary of Ferguson Enterprises, I.LC, a Virginia limited liability company (the "Company") with its principal place of business in Newport News, Virginia, hereby certifies that: 1. .Pursuant to the terns of that certain Asset .Purchase Agreement, dated as of October 25, 2021, by and among the Company, Sunstate Meter & Supply, Inc., a Florida corporation (the "Seller"), and certain other parties thereto, the Company purchased substantially all of the assets of the Seller effective as of October 25, 2021 (see attached Bill of Sale, Assignment & Assumption Agreement); 2. The Company will transact business from the Seller's former location in Florida under the assumed business name "Sunstate Meter & Supply"; and 3. The Company's Federal Employer Identification Number is 54-1211771. Dated: October 25, 2021 FERGUSON ENTERPRISES, LLC By- _.. 24— �-- Eri allo, Assistant Secretary COMMONWEALTH OF VIRGINIA CITY OF N.EWPOR.1' NEWS Sworn to and subscribed before me, the undersigned Notary Public, this 251h day of October, 2021. - _._....°.._.-_..._...--- Casey MeNwoff, N s Public My commission expires: July 31, 2022 Va. Notary ID: 7510825 • ,••..••. y r tiiY n COM,MI,' . SS1 C; • N(JMfir:R '• '-z '• 75108ZS '• 1„ rAn Packet Pg. 551 16.E.1.a BILL OF SALE. ASSIGNMENT & ASSUMPTION AGREEMENT THIS BILL OF SALE, ASSIGNMENT & ASSUMPTION AGREEMENT is dated as of October 25, 2021 (this "Agreement") and entered into by and between Sunstate Meter & Supply, Inc., a Florida corporation (the "Seller"), and Ferguson Enterprises, LLC, a Virginia limited liability company (the "Purchaser"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Asset Purchase Agreement (as defined hereafter). Recitals WHEREAS, pursuant to the terms of that certain Asset Purchase Agreement, dated as of the date hereof (the "Asset Purchase Agreement"), by and among the Seller, the Purchaser, Keith Ellenburg, Sonya Ellenburg Smith, and Karen Ellenburg Whittle, the Seller is selling, assigning, transferring, conveying and delivering to the Purchaser, and the Purchaser is acquiring and accepting from the Seller, all of the right, title and interest of the Seller in, to and under the Purchased Assets upon the terms and subject to the conditions of the Asset Purchase Agreement (the "Transfer"); WHEREAS, the Purchased Assets conveyed to the Purchaser include, without limitation, the following: (i) all inventory; (ii) all Accounts Receivable, together with the Seller's interest in all collateral and security agreements, if any, securing such Accounts Receivable and all guarantees, credit applications and indemnities, if any, associated with such Accounts Receivable; (iii) all Fixed Assets, excluding real property and computer equipment (except to the extent necessary to maintain and/or access computer files and electronic data that are Purchased Assets); (iv) all Assigned Contracts; (v) all prepaid items and security deposits; (vi) all Licenses used in or related to the Business; (vii) all Intellectual Property Rights; (viii) all office and warehouse supplies, displays, catalogs, packaging materials, customer lists, supplier lists, vendor files, personnel records, telephone numbers, facsimile numbers, cell phone numbers, credit files, forms, trade names (including the name "Sunstate Meter & Supply"), computer files and electronic data, electronic library, and proprietary information used in or related to the Business; (ix) all records relating to the Purchased Assets and the Business, including the Seller's records relating to purchases and sales of inventory, goods and services, customers and vendors, and all records relating to Liabilities assumed by the Purchaser, if any, pursuant to the Asset Purchase Agreement; (x) all vehicles and rolling stock identified on Exhibit A attached hereto; and (xi) all other intangible rights and properties related to or used in connection with the Business, including goodwill of the Business as a going concern; WHEREAS, in connection with the Transfer, the Seller is assigning to Purchaser all rights and entitlements of the Seller pursuant to the Assigned Contracts, and Purchaser is assuming the Seller's Liabilities under the Assigned Contracts that are required to be performed on or after the Closing Date and are incurred in the ordinary course of business (other than Liabilities that relate to or arise from any failure to perform, improper performance, warranty or other breach, default or violation by Seller) (together with the Assigned Contracts, the "Assigned Rights and Liabilities"); WHEREAS, the Seller desires to deliver to the Purchaser such instruments of sale, assignment, transfer, conveyance and delivery as are required to vest in the Purchaser all of the Seller's right, title and interest in, to and under the Purchased Assets; and 60466172;3 Packet Pg. 552 16.E.1.a WHEREAS, with respect to the Assigned Contracts, each of the parties hereto desires to consummate the assignment and assumption of the Assigned Rights and Liabilities, in each case, to the extent contemplated in the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the Asset Purchase Agreement, the parties hereto hereby agree as follows: Agreement 1. The Seller hereby sells, assigns, transfers, conveys and delivers to the Purchaser, free and clear of all Liens, all of the right, title and interest of the Seller in, to and under all of the Purchased Assets, including, without limitation, the Assigned Rights and Liabilities. 2. The Purchaser hereby assumes and agrees to discharge and pay when due in accordance with their terms the Assigned Rights and Liabilities. 3. Nothing in this Agreement shall be deemed to supersede, enlarge or modify any of the provisions of the Asset Purchase Agreement, all of which survive the execution and delivery of this Agreement as provided, and subject to the limitations set forth, in the Asset Purchase Agreement. If any conflict exists between the terms of this Agreement and the terms of the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall govern and control. 4. This Agreement shall be effective as of the Closing. 5. Nothing expressed or implied herein shall be construed to give any other Person any legal or equitable rights hereunder. 6. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties; provided that, without such consent, the Purchaser may transfer or assign this Agreement, in whole or in part or from time to time, to one or more of its Affiliates, but no such transfer or assignment will relieve the Purchaser of its obligations hereunder. Subject to the foregoing, all of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, heirs, personal representatives, successors and assigns. 7. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida without regard to the choice of law principles of any jurisdiction. 8. This Agreement may be executed in multiple original, facsimile or electronic counterparts (including via PDF), each of which will be deemed an original, but all of which when taken together shall constitute one and the same agreement. [REMAINDER OF THIS PAGE INTENTIONALL Y LEFT BLANK] 60466172;3 CA Packet Pg. 553 DocuSign Envelope ID: EEEA8941-379D-4881-8523-86DB82906ACD 16.E.1.a IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first written above. PURCHASER: FERGUSON ENTERPRISES, LLC Doeuftned by: fyiG Q. ((b By: -9 .. Name: Eric A. Gallo Title: Authorized Signatory SELLER: SUNSTATE METER & SUPPLY, INC. BY: Name: Keith Ellenburg Title: President [Signature Page to Bill of Sale, Assignment and Assumption Agreement] r'A n Packet Pg. 554 16.E.1.a IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first written above. PURCHASER: FERGUSON ENTERPRISES, LLC By: Name: Title: Eric A. Gallo Authorized Signatory SELLER: SUNSTATE METER & SUPPLY, INC. Y. Name: Keith Ellenburg Title: President (Signature Page to Bill of Sale, Assignment and Assumption ,99reemend Q Op, Packet Pg. 555 16.E.1.a EXHIBIT A Vehicles and Rolling Stock Year Make Model VIN/S/N 2007 Yale NR040DANS24TE091 A295N02570E Yale GLP050VXEVSE086 13875611812E 0 N C d E d m L Q 0 c 0 a E 3 y y Ef O O O N N d C T CO L 0 w y C 3 N N d N Q L d C W 0 3 L LL Q E Q p L Im Q C 0 Q E 0 N Q CO Z O O O N C 0 E t V w r� Q h-ihhl7�. i � 1 Packet Pg. 556 16.E.1.b o -per C014Hty Administrative Services Department Procurement Services Division NEW BUSINESS/VENDOR FORM For all Board approved contracts, the Board of County Commissioners shall approve all assignments of contracts requested by the predecessor contracting party, per (Procurement Ordinance (19) (8)).Upon receipt of all proper documentation, Collier County Procurement will draft an Assumption Agreement which will be presented at the next availableboard meeting for Board approval and execution. Concerning Collier County Agreement #/Title: #20-040-NS "Large Meters" with Sunstate Meter & Supply, Inc. (current vendor) Please select one of the following: ❑ Merger ❑ Acquisition Change in Business Organization (i.e. Corporation to LLC, Sole Proprietor to Partnership, Etc.) ❑ Other ADDITIONAL Documentation cannot be in the names of affHates, subsidiaries or parent companies. You will be notified if any REQUIRED additional information is needed based on the particulars of your firm's merger or acquisition. DOCUMENTS 1. Formal documentation of the acquisition/merger, signed by the Corporate Officer(s), showing the effective date of purchase, and/or a detailed Asset Purchase Agreement. 2. Company W-9 3. Current Certification from the Florida Department of State, Division of Corporations showing firm's name 4. Certificates of insurance meeting contractual insurance requirements 5. Department of Homeland Security's E-Verify MOU or profile page 6. Corporate resolution listing the signatory as authorized to sign 7. Business License 8. Required licenses/certifications to perform duties/tasks under Agreement (if applicable) Email this completed form along with the above listed documents to: PurOpS@colliercountyfl.gov or Priscilla.Doria@colliercountyfl.>;ov NEW BUSINESS INFORMATION Legal Name (as registered with the IRS) Ferguson Enterprises, LLC Assumed Name (doing business as) Ferguson Enterprises, LLC d.b.a Sunstate Meter & Supply FEIN-TAX ID 54-1211771 Principal Address 14001 W Newberry Rd, Newberry, FL 32669 Mailing/Remittance Address (if different from above) Point of Contact Name/Title: Jay Meyers Phone Number: 352-359-4321 Email: a .me ers@fer uson.com By submitting this form, you certify that: (a) you are authorized to represent the business listed above; and (b) all the information you have provided above is true and correct; Your Name (Print Name) & Title Chris Dashiell - Area Operations Manager Signature g Digtillystg,adbl, CIA,Dashl,l o %c =chds Dasweua�o=<hds dssNd@ferguwn. Chris DashieLL hD=USO=FerguonWaeWatksOU=3650 Date 12/22/21 DPJte. 2021.1222 11:48:32 -05'00' Phone/Email 803-600-1746 / chris.dashiell@ferguson.com U J J to �L Q. L m c w c O to 7 L a� u_ 0 z 0 0 0 N c W E 0 0 M a 0 r c 0 r E 0 0 Q New Business/Vendor Form (V Packet Pg. 557 16.E.1.b 1219/21, 1:40 PM Detail by Entity Name DIVISION OF CORPORATIONS l� fa r=� v JIB/t IJl I uj r (% fLIIoojjj4f1j ?'law ft),J'P)f1 f,' wc'f W,, Department of State / Division of Corporations / Search Records / Search by Entity Name / https://search.sunbiz. org/Inquiry/CorporationSearch/Sea rch ResultDeta il? i nq uirytype=EntityN ame&d i recti onType=Initial&search N a meOrd Packet Pg. 558 12/9/21, 1:40 PM Detail by Entity Name 16.E.1.b MURPHY, KEVIN M 12500 JEFFERSON AVE. NEWPORT NEWS, VA 23602 Title MGR Graham, Ian T 12500 JEFFERSON AVE. NEWPORT NEWS, VA 23602 Title Treasurer Crowder , Brenda L. 12500 JEFFERSON AVE. NEWPORT NEWS, VA 23602 Title Assistant Secretary Cooper, James L. 12500 JEFFERSON AVE. NEWPORT NEWS, VA 23602 Title Assistant Secretary Gallo, Eric A. 12500 JEFFERSON AVE. NEWPORT NEWS, VA 23602 Title Assistant Secretary Rice, Wesley E. 12500 JEFFERSON AVE. NEWPORT NEWS, VA 23602 Title Assistant Secretary Yutesler, Julie A. 12500 JEFFERSON AVE. NEWPORT NEWS, VA 23602 Annual Reports Report Year Filed Date 2020 02/22/2020 2021 03/29/2021 Document Images 03/29/2021 --ANNUAL REPORT View image in PDF format 02/22/2020 — ANNUAL REPORT View image in PDF format 04/09/2019 — Foreign Limited View image in PDF format https:Hsearch.s u nbiz.org/Inquiry/CorporationSearch/Sea rch ResultDeta it?inq uirytypem EntityN ame&d i recti onType=Initial &sea rch N ameOrde Packet Pg. 559 12/9/21, 1:40 PM Detail by Entity Name 16.E.1.b Flmide Depart n,en� or Slate, DIviston or(:,), poldtions G� 1.0 Q https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrde Packet Pg. 560 1219/21, 1:38 PM sunbiz.org - Florida Department of State 16.E.1.b DIVISION OF CORPORATIONS 'v ON C' ul')-po' r rfjfUill' I rill tt!%P*j! !)'!we (� ytvb-ill!. Previous on List Next on List Return to List Fictitious Name Search No Filing History r Submit Fictitious Name Detail Fictitious Name SUNSTATE METER & SUPPLY Filing Information Registration Number G21000143609 Status ACTIVE Filed Date 10/26/2021 Expiration Date 12/31/2026 Current Owners 1 County MULTIPLE Total Pages 1 Events Filed NONE FEI/EIN Number 54-1211771 Mailing Address 12500 JEFFERSON AVENUE NEWPORT NEWS, VA 23602 Owner Information FERGUSON ENTERPRISES, LLC 12500 JEFFERSON AVENUE NEWPORT NEWS, VA 23602 FEI/EIN Number: 54-1211771 Document Number: M19000003601 Document Images 10/26/2021 -- REGISTRATION View image in PDF format Previous on List Next on List Return to List No Filing History Hal da Department of State. Division of Coipoiatlons Fictitious Name Search Submit dos.sunbiz.org/scripts/ficidet.exe?action=DETREG&docnum=G21000143609&rdocnum=G2 i 000143609 Packet Pg. 561 16.E.1.b DocuSign Envelope ID: 4841A1A2-57CB-4498-8D22-63A05C307E24 W=9 Request for Taxpayer Give Form to the Form Identification Number and Certification requester. Do not (Rev. October2018) Departmentofthe Treasury send to the IRS. Internal Revenue Service ► Go to www.irs.gov/F6rmW9 for instructions and the latest information. 1 Name (as shown on your Income tax return). Name Is required on this line; do not leave this line blank. FERGUSON US HOLDINGS, INC. FERGUSON ENTERPRISES, LLC (FEIN:54-1211771) M 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the p y 4 Exemptions codes apply onlyto mfollowing even boxes. certain entities, Individuals; see a instructions on page 3): o ElIndividual/sole proprietor or [aC Corporation ElS Corporation ❑ Partnership ElTrust/estate c single -member LLC Exempt payee code (if any) 5 CL ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► o Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check Exemption from FATCA reporting y LLC if the LLC Is classified as a single -member LLC that Is disregarded from the owner unless the owner of the LLC is code if an E ( y) another LLC that Is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that a o is disregarded from the owner should check the appropriate box for the tax classification of its owner. w ❑ Other (see instructions) ► (Applies to accounts maintained outside the U.S.) fn 5 Address (number, street, and apt, or suite no.) See instructions. Requester's name and address (optional) aa)i 12500 JEFFERSON AVENUE a) 6 City, state, and ZIP code NEWPORT NEWS, VA 23602 7 List account number(s) here (optional) KM Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid social security number backup withholding. For individuals, this is generally your social security number (S. However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other — m — Pntitiasit is vnur emolover identification number (EIN). If you do not have a number. see How to aet a TIN, later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number Number To Give the Requester for guidelines on whose number to enter. " 15141 — 1 1 4 1 7 1 3 1 3 3 8 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends,_yqu as@_pot required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Signature of I� october 29, 2021 1 1:11 PM EDT Here U.S, person ► Date 0- General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to wwwJrs.gov/F6rmW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (FIN) which may be your social security number (SSN), individual taxpayer identification number (MN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U,S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) Packet Pg. 562 DocuSign Envelope ID: 4841A1A2-57CB-4498-8D22-63A05C307E24 16.E.1.b Ferguson Enterprises, LLC utilizes the following DBA names: Current and Former dba Names and Disregarded Entities Entity Name ACF Environmental Action Automation, a Wolseley Industrial Group company Action Plumbing Supply Action Supply Co. ADL Alaska Pipe & Supply Andrews Lighting & Hardware Gallery The Ar-Jay Center BAC Appliance Center Bath + Beyond Blackman Plumbing Supply Brock -McVey Bruce -Rogers Company Cal -Steam Canyon Pipe & Supply Capital Distributing City Lights Design Showroom CFP Cline Contract Sales Custom Lighting & Hardware Davies Water Dealernet Duhig Stainless Equarius Waterworks, Meter & Automation Group Factory Direct Appliance Ferguson Bath & Kitchen Gallery Ferguson Bath, Kitchen & Lighting Gallery Ferguson Enterprises of Virginia, LLC Ferguson.com Ferguson Direct Ferguson Facilities Supply (FEI) Ferguson Heating & Cooling Ferguson Hospitality Sales Ferguson HVAC Ferguson HVAC — Air Cold Ferguson HVAC — EastWest Air Ferguson HVAC — Lyon Conklin Ferguson Integrated Services Ferguson International Ferguson Parts & Packaging Ferguson Valve & Automation Ferguson Waterworks Entity Name 1&G Products J.D. Daddario Company Joseph G. Pollard Co. Karl's Appliances Kitchen Art Lighting Design Center Lighting Unlimited Lincoln Products Linwood Pipe and Supply Louisiana Utilities Supply Company LUSCO McFarland Supply Meyer Electric Michigan Meter Mission Valley Pipe Mississippi Utility Supply Co. (MUSCO) Moore Industrial Supply Old Dominion Supply PL Sourcing Plumb Source Plumbing Decor Pollardwater Powell Pipe & Supply Co. Professional's Bath Source PV Sullivan Supply Ramapo Wholesalers Rencor Controls Robertson Supply Renwes Sales Reese Kitchen, Bath & Lighting Gallery S.W. Anderson SG Supply Co. SOS Sales Sunstate Meter & Supply Tarpon Wholesale Supplies The Kitchen Showcase The Plumbing Source The Stock Market TPW Kitchen & Bath Wallwork Waterworks Industries Webb Distributors Packet Pg. 563 DocuSign Envelope ID: 484lA1A2-57CB-4498-8D22-63A05C307E24 16.E.1.b Ferguson Enterprises, LLC utilizes the following DBA names: Current and Former dba Names and Disregarded Entities Entity Name Ferguson Waterworks - Municipal Pipe Ferguson Waterworks - Red Hed Ferguson Waterworks EPPCO Ferguson Waterworks International Galleria Bath & Kitchen Showplace Grand Junction Pipe Industrial Hub of the Carolinas Innovative Soil Solutions Entity Name Westfield Lighting Wolseley Financial Services Wolseley Industrial Group WPCC Forwarding Wright Plumbing Supply ***Updated 10/29/2021*** Packet Pg. 564 16.E.1.b DocuSign Envelope ID: 4841A1A2-57CB-4498-8D22-63A05C307E24 �r j} IRS Deharluwnt of tho Troamny 1j�,1..� Uitorunl Revenue Service ® R14 026530 OGDEN UT 84201-0046 FERGUSON ENTERPRISES LLC 12500 JEFFERSON AVE NEWPORT NEWS VA 23602-4314 In reply refer to: 0423488685 June 06, 2019 LTR 3064C 0 R 54-1211771 000000 00 00021942 BODC: LM Taxpayer identification number: 54-1211771 1 0423488685 Dear Taxpayer: Thank you for your correspondence dated April 5, 2019. We have updated your account to reflect your state conversion. We have approved your election to be classified as a disregarded separate entity With an effective date of March 31, 2019. If you need any forms, schedules, or publications mentioned in this letter, you can get them by visiting our website at www.irs.gov/fornispubs or by calling toll -free at 800-TAX-FORM (800-829-3676). If you have questions, you can call the Entity Dept. at 801-620-6449 between 12:01 a.m. and 11:59 p.m. MDT. If you prefer, you can write to the address at the top of the first page of this letter. When you write, include a copy of this letter, and provide your telephone number and the hours we can reach you in the spaces below. Telephone number ( ) Hours Keep a copy of this letter for your records. Thank you for your cooperation. Packet Pg. 565 DocuSign Envelope ID: 4841AIA2-57CB-4498-8D22-63AO5C307E24 0423488685 June 08^ 2019 LTR 3084C D R 54-1211771 000080 00 00021943 FERGUSON ENTERPRISES LLC I2580 JEFFERGDN AVE NEWPDRT NEWS VA 23802-4314 8imomrmIV yours' Joe I. Jacqumz Entity Department Manager Enclosures: Copy of this letter I Packet Pg. 56 COLLIER COUNTY BUSINESS TAX BUSINESS TAX NUMBER: COLLIER COUNTY TAX COLLECTOR - 2800 N. HORSESHOE DRIVE - NAPLES FLORIDA 34104 . (239) 252.2477 VISIT OUR WEBSITE AT: www.colllertanolleoW.com THIS RECEIPT EXPIRES SEPTEMBER 30, 2022 LOCATION 3406 DOMESTIC AVE ZONED INDUSTRIAL BUSINESS PHONE 643-0070 STATE OR COUNTY LIC # CLASSIFICATION RETAIL SALES CLASSIFICATION CODE 03900001 p C-V".� /-;;A " IT LLqtj 0 This document is a business tax only, This is not certification that lic It does not permit the licensee to violate any existing regulatory zoning Is nor does it exempt the licensee from any other taxes or permits that may be 16.E.1.b 050981 DISPLAY AT PLACE OF BUSINESS FOR PUBLIC INSPECTION FAILURE TO DO SO IS CONTRARY TO LOCAL LAWS FERGUSON ENTERPRISES, LLC ERGUSON ENTERPRISES, LLC TTN, TAX-BL 0 BOX 2778 EWPORT NEWS, VA 23609-0778 -THIS TAX IS NON -REFUNDABLE - DATE 08/27/2021 AMOUNT 30.00 RECEIPT WWW-22-00120430 FrIA I it �j rL�I� I i� Ilt' i Packet Pg. 567 VAL AV M AIM 16.E.1.b ,. t ., I�Illll Company ID Number: 1205487 THE E-VERIFY MEMORANDUM OF UNDERSTANDING FOR WEB SERVICES EMPLOYERS ARTICLE I PURPOSE AND AUTHORITY The parties to this Agreement are the Department of Homeland Security (DHS) and Ferguson Enterprises, LLC (Web Services Employer). The purpose of this agreement is to set forth terms and conditions which the Web Services Employer will follow while participating in E-Verify. A Web Services Employer is an Employer who verifies employment authorization for its newly hired employees using a Web Services interface. E-Verify is a program that electronically confirms a newly hired employee's authorization to work in the United States after completion of the Form 1-9, Employment Eligibility Verification (Form 1-9). This MOU explains certain features of the E-Verify program and describes specific responsibilities of the Web Services Employer, DHS, and the Social Security Administration (SSA). For purposes of this MOU, the "E-Verify browser" refers to the website that provides direct access to the E-Verify system: https:He-verify.uscis.ciov/emp/. You may access E-Verify directly free of charge via the E-Verify browser. Authority for the E-Verify program is found in Title IV, Subtitle A, of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA), Pub. L. 104-208, 110 Stat. 3009, as amended (8 U.S.C. § 1324a note). The Federal Acquisition Regulation (FAR) Subpart 22.18, "Employment Eligibility Verification" and Executive Order 12989, as amended, provide authority for Federal contractors and subcontractors (Federal contractor) to use E-Verify to verify the employment eligibility of certain employees working on Federal contracts. Before accessing E-Verify using Web Services access, the Web Services Employer must meet certain technical requirements. This will require the investment of significant amounts of resources and time. If the Web Services Employer is required to use E-Verify prior to completion and acceptance of its Web Services interface, then it must use the E-Verify browser until it is able to use its Web Services interface. The Web Services Employer must also maintain ongoing technical compatibility with E-Verify. DHS accepts no liability relating to the Web Services Employer's development or maintenance of any Web Services access system. Page 1 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 568 16.E.1.b MAW r=-Ver W, 4isTc� Company ID Number: 1205487 ARTICLE II RESPONSIBILITIES A. RESPONSIBILITIES OF THE WEB SERVICES EMPLOYER 1. By enrolling in E-Verify and signing the applicable MOU, the Web Services Employer asserts that it is a legitimate company which intends to use E-Verify for legitimate purposes only and in accordance with the laws, regulations, and DHS policies and procedures relating to the use of E-Verify. 2. The Web Services Employer agrees to display the following notices supplied by DHS in a prominent place that is clearly visible to prospective employees and all employees who are to be verified through the system: a. Notice of E-Verify Participation b. Notice of Right to Work 3. The Web Services Employer agrees to provide to the SSA and DHS the names, titles, addresses, and telephone numbers of the Web Services Employer representatives to be contacted about E-Verify. The Web Services Employer also agrees to keep such information current by providing updated information to SSA and DHS whenever the representatives' contact information changes. 4. The Web Services Employer agrees to grant E-Verify access only to current employees who need E-Verify access. Web Services Employers must promptly terminate an employee's E-Verify access if the employer is separated from the company or no longer needs access to E-Verify. 5. The Web Services Employer agrees to become familiar with and comply with the most recent version of the E-Verify User Manual. The Web Services Employer will ensure that outdated manuals are promptly replaced with the new version of the E-Verify User Manual when it becomes available. 6. The Web Services Employer agrees that any person accessing E-Verify on its behalf is trained on the most recent E-Verify policy and procedures. 7. The Web Services Employer agrees that any of its representatives who will create E-Verify cases will complete the E-Verify Tutorial before creating any cases. a. The Web Services Employer agrees that all of its representatives will take the refresher tutorials when prompted by E-Verify in order to continue using E-Verify. Failure to complete a refresher tutorial will prevent the Employer Representative from continued use of E-Verify. 8. The Web Services E-Verify Employer Agent agrees to obtain the necessary equipment to use E- Verify as required by the E-Verify rules and regulations as modified from time to time. 9. The Web Services E-Verify Employer Agent agrees to, consistent with applicable laws, regulations, and policies, commit sufficient personnel and resources to meet the requirements of this MOU. 10. The Web Services Employer agrees to comply with current Form 1-9 procedures, with two Page 2 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 569 16.E.1.b r=-Vermirv. Company ID Number: 1205487 exceptions: a. If an employee presents a "List B" identity document, the Web Services Employer agrees to only accept "List B" documents that contain a photo. (List B documents identified in 8 C.F.R. § 274a.2(b)(1)(B)) can be presented during the Form 1-9 process to establish identity.) If an employee objects to the photo requirement for religious reasons, the Web Services Employer should contact E-Verify at 888-464-4218. b. If an employee presents a DHS Form 1-551 (Permanent Resident Card), Form 1-766 (Employment Authorization Document), or U.S. Passport or Passport Card to complete Form 1-9, the Web Services Employer agrees to make a photocopy of the document and to retain the photocopy with the employee's Form 1-9. The Web Services Employer will use the photocopy to verify the photo and to assist DHS with its review of photo mismatches that employees contest. DHS may in the future designate other documents that activate the photo screening tool. Note: Subject only to the exceptions noted previously in this paragraph, employees still retain the right to present any List A, or List B and List C, document(s) to complete the Form 1-9. 11. The Web Services Employer agrees to record the case verification number on the employee's Form 1-9 or to print the screen containing the case verification number and attach it to the employee's Form 1-9. 12. The Web Services Employer agrees that, although it participates in E-Verify, the Web Services Employer has a responsibility to complete, retain, and make available for inspection Forms 1-9 that relate to its employees, or from other requirements of applicable regulations or laws, including the obligation to comply with the antidiscrimination requirements of section 274B of the INA with respect to Form 1-9 procedures. a. The following modified requirements are the only exceptions to a Web Services Employer's obligation to not employ unauthorized workers and comply with the anti -discrimination provision of the INA: (1) List B identity documents must have photos, as described in paragraph 6 above; (2) When a Web Services Employer confirms the identity and employment eligibility of newly hired employee using E-Verify procedures, it establishes a rebuttable presumption that it has not violated section 274A(a)(1)(A) of the Immigration and Nationality Act (INA) with respect to the hiring of that employee; (3) If the Web Services Employer receives a final nonconfirmation for an employee, but continues to employ that person, the Web Services Employer must notify DHS and the Web Services Employer is subject to a civil money penalty between $550 and $1,100 for each failure to notify DHS of continued employment following a final nonconfirmation; (4) If the Web Services Employer continues to employ an employee after receiving a final nonconfirmation, then the Web Services Employer is subject to a rebuttable presumption that it has knowingly employed an unauthorized alien in violation of section 274A(a)(1)(A); and (5) no E-Verify participant is civilly or criminally liable under any law for any action taken in good faith based on information provided through the E-Verify. b. DHS reserves the right to conduct Form 1-9 compliance inspections, as well as any other enforcement or compliance activity authorized by law, including site visits, to ensure proper use of Page 3 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 570 M 16.E.1.b r=AW%_.r1rV__ vi;Ta� Company ID Number: 1205487 E-Verify. 13. The Web Services Employer is strictly prohibited from creating an E-Verify case before the employee has been hired, meaning that a firm offer of employment was extended and accepted and Form 1-9 was completed. The Employer agrees to create an E-Verify case for new employees within three Employer business days after each employee has been hired (after both Sections 1 and 2 of Form 1-9 have been completed), and to complete as many steps of the E-Verify process as are necessary according to the E-Verify User Manual. If E-Verify is temporarily unavailable, the three-day time period will be extended until it is again operational in order to accommodate the Employer's attempting, in good faith, to make inquiries during the period of unavailability. If, however, the Web Services interface is unavailable due to no fault of E-Verify, then the three day time period is not extended. In such a case, the Web Services Employer must use the E-Verify browser during the outage. 14. The Web Services Employer agrees not to use E-Verify for pre -employment screening of job applicants, in support of any unlawful employment practice, or for any other use that this MOU or the E-Verify User Manual does not authorize. 15. The Web Services Employer must use E-Verify for all new employees. The Web Services Employer will not verify selectively and will not verify employees hired before the effective date of this MOU. Employers who are Federal contractors may qualify for exceptions to this requirement as described in Article 11.13 of this MOU. 16. The Web Services Employer agrees to follow appropriate procedures (see Article III below) regarding tentative nonconfirmations. The Web Services Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Web Services Employer agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Web Services Employer agrees to provide written referral instructions to employees and instruct affected employees to bring the English copy of the letter to the SSA. The Web Services Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. Further, when employees contest a tentative nonconfirmation based upon a photo mismatch, the Employer must take additional steps (see Article III.B below) to contact DHS with information necessary to resolve the challenge. 17. The Web Services Employer agrees not to take any adverse action against an employee based upon the employee's perceived employment eligibility status while SSA or DHS is processing the verification request unless the Employer obtains knowledge (as defined in 8 C.F.R. § 274a.1(1)) that the employee is not work authorized. The Web Services Employer understands that an initial inability of the SSA or DHS automated verification system to verify work authorization, a tentative nonconfirmation, a case in continuance (indicating the need for additional time for the government to resolve a case), or the finding of a photo mismatch, does not establish, and should not be interpreted as, evidence that the employee is not work authorized. In any of such cases, the employee must be provided a full and fair opportunity to contest the finding, and if he or she does so, the employee may not be terminated or suffer any adverse employment consequences based upon the employee's perceived employment Page 4 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 571 ,`,� I t "t.,t,� 16.E.1.b JIM - ��� r 1 r= Verlry a Company ID Number: 1205487 eligibility status (including denying, reducing, or extending work hours, delaying or preventing training, requiring an employee to work in poorer conditions, withholding pay, refusing to assign the employee to a Federal contract or other assignment, or otherwise assuming that he or she is unauthorized to work) until and unless secondary verification by SSA or DHS has been completed and a final nonconfirmation has been issued. If the employee does not choose to contest a tentative nonconfirmation or a photo mismatch or if a secondary verification is completed and a final nonconfirmation is issued, then the Web Services Employer can find the employee is not work authorized and terminate the employee's employment. Employers or employees with questions about a final nonconfirmation may call E-Verify at 1-888-464-4218 (customer service) or 1-888-897-7781 (worker hotline). 18. The Web Services Employer agrees to comply with Title VII of the Civil Rights Act of 1964 and section 274B of the INA as applicable by not discriminating unlawfully against any individual in hiring, firing, employment eligibility verification, or recruitment or referral practices because of his or her national origin or citizenship status, or by committing discriminatory documentary practices. The Web Services Employer understands that such illegal practices can include selective verification or use of E-Verify except as provided in part D below, or discharging or refusing to hire employees because they appear or sound "foreign" or have received tentative nonconfirmations. The Web Services Employer further understands that any violation of the immigration -related unfair employment practices provisions in section 274E of the INA could subject the Web Services Employer to civil penalties, back pay awards, and other sanctions, and violations of Title VII could subject the Web Services Employer to back pay awards, compensatory and punitive damages. Violations of either section 274E of the INA or Title VII may also lead to the termination of its participation in E-Verify. If the Web Services Employer has any questions relating to the anti -discrimination provision, it should contact OSC at 1-800-255-8155 or 1-800-237-2515 (TDD). 19. The Web Services Employer agrees that it will use the information it receives from E-Verify only to confirm the employment eligibility of employees as authorized by this MOU. The Web Services Employer agrees that it will safeguard this information, and means of access to it (such as PINS and passwords), to ensure that it is not used for any other purpose and as necessary to protect its confidentiality, including ensuring that it is not disseminated to any person other than employees of the Web Services Employer who are authorized to perform the Web Services Employer's responsibilities under this MOU, except for such dissemination as may be authorized in advance by SSA or DHS for legitimate purposes. 20. The Web Services Employer agrees to notify DHS immediately in the event of a breach of personal information. Breaches are defined as loss of control or unauthorized access to E-Verify personal data. All suspected or confirmed breaches should be reported by calling 1-888-464-4218 or via email at E-VerifyCcD_dhs.gov. Please use "Privacy Incident — Password" in the subject line of your email when sending a breach report to E-Verify. 21. The Web Services Employer acknowledges that the information it receives from SSA is governed by the Privacy Act (5 U.S.C. § 552a(i)(1) and (3)) and the Social Security Act (42 U.S.C. 1306(a)). Any person who obtains this information under false pretenses or uses it for any purpose other than as provided for in this MOU may be subject to criminal penalties. Page 5 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 572 Fus rmr�P4 P :,�,' 16.E.1.b Ve I fV- v,3ro-r Company ID Number: 1205487 22. The Web Services Employer agrees to cooperate with DHS and SSA in their compliance monitoring and evaluation of E-Verify, which includes permitting DHS, SSA, their contractors and other agents, upon reasonable notice, to review Forms 1-9 and other employment records and to interview it and its employees regarding the Employer's use of E-Verify, and to respond in a prompt and accurate manner to DHS requests for information relating to their participation in E-Verify. a. The Web Services Employer agrees to cooperate with DHS if DHS requests information about the Web Services Employer's interface, including requests by DHS to view the actual interface operated by the Web Services Employer as well as related business documents. The Web Services Employer agrees to demonstrate for DHS the functionality of its interface to E-Verify upon request. 23. The Web Services Employer shall not make any false or unauthorized claims or references about its participation in E-Verify on its website, in advertising materials, or other media. The Employer shall not describe its services as federally -approved, federally -certified, or federally -recognized, or use language with a similar intent on its website or other materials provided to the public. Entering into this MOU does not mean that E-Verify endorses or authorizes your E-Verify services and any claim to that effect is false. 24. The Web Services Employer shall not state in its website or other public documents that any language used therein has been provided or approved by DHS, USCIS or the Verification Division, without first obtaining the prior written consent of DHS. 25. The Web Services Employer agrees that E-Verify trademarks and logos may be used only under license by DHS/USCIS (see M-795 (Web)) and, other than pursuant to the specific terms of such license, may not be used in any manner that might imply that the Employer's services, products, websites, or publications are sponsored by, endorsed by, licensed by, or affiliated with DHS, USCIS, or E-Verify. 26. The Web Services Employer agrees to complete its Web Services interface no later than six months after the date the Web Services Employer signs this MOU. E-Verify considers the interface to be complete once it has been built pursuant to the Interface Control Agreement (ICA), submitted to E-Verify for testing, and approved for system access. 27. The Web Services Employer agrees to perform sufficient maintenance on the Web Services interface in accordance with the requirements listed in the ICA. These requirements include, but are not limited to, updating the Web Services interface to ensure that any updates or enhancements are incorporated no later than six months after the issuance of an ICA. Web Services Employers should be aware that this will require the investment of time and resources. Compliance with the requirements of the ICA must be carried out to the satisfaction of DHS and or its assignees. 28. The Web Services Employer agrees that any system or interface it develops will follow the steps for creating E-Verify cases and processing tentative nonconfirmations, as laid out in the ICA, this MOU and the User Manual, including but not limited to allowing an employer to close an invalid case where appropriate, allowing an employer to refer a tentative nonconfirmation only when an employee chooses to contest a tentative nonconfirmation (no automatic referrals), and referring a tentative nonconfirmation Page 6 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 573 16.E.1.b .. a .. •YIsrF.^ Company ID Number: 1205487 to the appropriate agency at the time the employer prints the referral letter and provides the letter to the employee. The Web Services Employer understands that any failure to make its system or interface consistent with proper E-Verify procedures can result in DHS terminating the Web Services Employer's agreement and access. 29. The Web Services Employer understands that if it uses E-Verify procedures for any purpose other than as authorized by this MOU, the Web Services Employer may be subject to appropriate legal action and termination of its participation in E-Verify according to this MOU. B. EMPLOYERS THAT ARE FEDERAL CONTRACTORS WITH THE FAR E-VERIFY CLAUSE NOTE: If you do not have any Federal contracts at this time, this section does not apply to your company. In the future, if you are awarded a Federal contract that contains the FAR E-Verify clause, then you must comply with each provision in this Section. See 48 C.F.R. 52.222.54 for the text of the FAR E-Verify clause and the E-Verify Supplemental Guide for Federal Contractors for complete information. 1. If the Web Services Employer is a Federal contractor with the FAR E-Verify clause subject to the employment verification terms in Subpart 22.18 of the FAR, it will become familiar with and comply with the most current version of the E-Verify User Manual for Federal Contractors as well as the E-Verify Supplemental Guide for Federal Contractors. 2. In addition to the responsibilities of every employer outlined in this MOU, the Web Services Employer understands that if it is a Federal contractor subject to the employment verification terms in Subpart 22.18 of the FAR it must verify the employment eligibility of any "employee assigned to the contract" (as defined in FAR 22.1801). Once an employee has been verified through E-Verify by the Web Services Employer, the Employer may not create a second case for the employee through E-Verify. a. A Web Services Employer that is not enrolled in E-Verify as a Federal contractor at the time of a contract award must enroll as a Federal contractor in the E-Verify program within 30 calendar days of contract award and, within 90 days of enrollment, begin to verify employment eligibility of new hires using E-Verify. The Web Services Employer must verify those employees who are working in the United States, whether or not they are assigned to the contract. Once the Web Services Employer begins verifying new hires, such verification of new hires must be initiated within three business days after the hire date. Once enrolled in E-Verify as a Federal contractor, the Web Services Employer must begin verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. b. Web Services Employers enrolled in E-Verify as a Federal contractor for 90 days or more at the time of a contract award must use E-Verify to begin verification of employment eligibility for new hires of the Employer who are working in the United States, whether or not assigned to the contract, within three business days after the date of hire. If the Web Services Employer is enrolled In E-Verify as a Federal contractor for 90 calendar days or less at the time of contract award, the Web Services Employer must, within 90 days of enrollment, begin to use E-Verify to initiate Page 7 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 574 J I 16.E.1.b F.-Verlify off Company ID Number: 1205487 verification of new hires of the contractor who are working in the United States, whether or not assigned to the contract. Such verification of new hires must be initiated within three business days after the date of hire. A Web Services Employer enrolled as a Federal contractor in E-Verify must begin verification of each employee assigned to the contract within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever is later. c. Federal contractors that are institutions of higher education (as defined at 20 U.S.C. 1001(a)), state or local governments, governments of Federally recognized Indian tribes, or sureties performing under a takeover agreement entered into with a Federal agency under a performance bond may choose to only verify new and existing employees assigned to the Federal contract. Such Federal contractors may, however, elect to verify all new hires, and/or all existing employees hired after November 6, 1986. Web Services Employers in this category must begin verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. d. Upon enrollment, Web Services Employers who are Federal contractors may elect to verify employment eligibility of all existing employees working in the United States who were hired after November 6, 1986, instead of verifying only those employees assigned to a covered Federal contract. After enrollment, Web Services Employers must elect to verify existing staff following DHS procedures and begin E-Verify verification of all existing employees within 180 days after the election. e. The Web Services Employer may use a previously completed Form 1-9 as the basis for creating an E-Verify case for an employee assigned to a contract as long as: i. That Form 1-9 is complete (including the SSN) and complies with Article II.A.6, ii. The employee's work authorization has not expired, and iii. The Web Services Employer has reviewed the Form 1-9 information either in person or in communications with the employee to ensure that the employee's Section 1, Form 1-9 attestation has not changed (including, but not limited to, a lawful permanent resident alien having become a naturalized U.S. citizen). f. The Web Services Employer shall complete anew Form 1-9 consistent with Article II.A.10 or update the previous Form 1-9 to provide the necessary information if: i. The Web Services Employer cannot determine that Form 1-9 complies with Article II.A.10, ii. The employee's basis for work authorization as attested in Section 1 has expired or changed, or iii. The Form 1-9 contains no SSN or is otherwise incomplete. Note: If Section 1 of Form 1-9 is otherwise valid and up-to-date and the form otherwise complies with Article II.A.10, but reflects documentation (such as a U.S. passport or Form 1-551) that expired after completing Form 1-9, the Web Services Employer shall not require the production of additional documentation, or use the photo screening tool described in Article II.A.5, subject to any additional or superseding instructions that may be provided on this subject in the E-Verify User Manual. Page 8 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 575 16.E.1.b in AV 6 'Y/atF; Company ID Number: 1205487 g. The Web Services Employer agrees not to require a second verification using E-Verify of any assigned employee who has previously been verified as a newly hired employee under this MOU or to authorize verification of any existing employee by any Web Services Employer that is not a Federal contractor based on this Article. 3. The Web Services Employer understands that if it is a Federal contractor, its compliance with this MOU is a performance requirement under the terms of the Federal contract or subcontract, and the Web Services Employer consents to the release of information relating to compliance with its verification responsibilities under this MOU to contracting officers or other officials authorized to review the Employer's compliance with Federal contracting requirements. C. RESPONSIBILITIES OF SSA 1. SSA agrees to allow DHS to compare data provided by the Web Services Employer against SSA's database. SSA sends DHS confirmation that the data sent either matches or does not match the information in SSA's database. 2. SSA agrees to safeguard the information the Web Services Employer provides through E-Verify procedures. SSA also agrees to limit access to such information, as is appropriate by law, to individuals responsible for the verification of Social Security numbers or responsible for evaluation of E-Verify or such other persons or entities who may be authorized by SSA as governed by the Privacy Act (5 U.S.C. § 552a), the Social Security Act (42 U.S.C. 1306(a)), and SSA regulations (20 CFR Part 401). 3. SSA agrees to provide case results from its database within three Federal Government work days of the initial inquiry. E-Verify provides the information to the Web Services Employer. 4. SSA agrees to update SSA records as necessary if the employee who contests the SSA tentative nonconfirmation visits an SSA field office and provides the required evidence. If the employee visits an SSA field office within the eight Federal Government work days from the date of referral to SSA, SSA agrees to update SSA records, if appropriate, within the eight -day period unless SSA determines that more than eight days may be necessary. In such cases, SSA will provide additional instructions to the employee. If the employee does not visit SSA in the time allowed, E-Verify may provide a final nonconfirmation to the employer. Note: If a Web Services Employer experiences technical problems, or has a policy question, the Web Services Employer should contact E-Verify at 1-888-464-4218. D. RESPONSIBILITIES OF DHS 1. After SSA verifies the accuracy of SSA records for employees through E-Verify, DHS agrees to provide the Web Services Employer access to selected data from DHS databases to enable the Web Services Employer to conduct, to the extent authorized by this MOU: a. Automated verification checks on employees by electronic means, and b. Photo verification checks (when available) on employees. Page 9 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 576 16.E.1.b -dr-tW L Efr:L ��� I � lllllll T4. •Y/STY�` E-Verlry Company ID Number: 1205487 ._ 2. DHS agrees to provide to the Web Services Employer appropriate assistance with operational problems that may arise during the Web Services Employer's participation in the E-Verify program. DHS agrees to provide the Web Services Employer names, titles, addresses, and telephone numbers of DHS representatives to be contacted during the E-Verify process. 3. DHS agrees to make available to the Web Services Employer at the E-Verify Web site (www.dhs.gov/E-Verify) and on the E-Verify Web browser (https://e-verifV.uscis.gov/empty, instructional materials on E-Verify policies, procedures and requirements for both SSA and DHS, including restrictions on the use of E-Verify. DHS agrees to provide training materials on E-Verify. 4. DHS agrees to provide to the Web Services Employer a notice that indicates the Web Services Employer's participation in the E-Verify program. DHS also agrees to provide to the Web Services Employer anti -discrimination notices issued by the Office of Special Counsel for Immigration -Related Unfair Employment Practices (OSC), Civil Rights Division, U.S. Department of Justice. 5. DHS agrees to issue the Web Services Employer a user identification number and password that permits the Employer to verify information provided by its employees with DHS. 6. DHS agrees to safeguard the information provided to DHS by the Web Services Employer, and to limit access to such information to individuals responsible for the verification of employees' employment eligibility and for evaluation of the E-Verify program, or to such other persons or entities as may be authorized by applicable law. Information will be used only to verify the accuracy of Social Security Numbers and employment eligibility, to enforce the Immigration and Nationality Act (INA) and Federal criminal or anti -discrimination laws, and to administer Federal contracting requirements. 7. DHS agrees to provide a means of automated verification that is designed (in conjunction with SSA verification procedures) to provide confirmation or tentative nonconfirmation of employees' employment eligibility within three Federal Government work days of the initial inquiry. 8. DHS agrees to provide a means of secondary verification (including updating DHS records as necessary) for employees who contest DHS tentative nonconfirmations and photo non -match tentative nonconfirmations that is designed to provide final confirmation or nonconfirmation of the employees' employment eligibility within 10 Federal Government work days of the date of referral to DHS, unless DHS determines that more than 10 days may be necessary. In such cases, DHS will provide additional verification instructions. 9. DHS agrees to provide the Web Services Employer with an Interface Control Agreement (ICA). This document will provide technical requirements that the Web Services Employer must meet to create and maintain a Web Services interface to the Verification Information System (VIS). VIS is a composite information system that provides immigration status verification for government agencies and verification of employment authorization for employers participating in E-Verify. 10. DHS agrees to provide periodic system enhancements to improve the ease and accuracy of E-Verify, as needed. DHS will also provide E-Verify enhancements to comply with applicable laws and regulations. As enhancements occur, Web Services Employers must update their Web Services Page 10 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 577 16.E.1.b V.-Verml ` up Nls ar Company ID Number: 1205487 interface to reflect system changes within the timelines specified in Article V.A.I. DHS will provide the Web Services Employer with an ICA to support the E-Verify release whenever system enhancements are required. 11. DHS agrees to provide to the Web Services Employer guidance on breach notification and a means by which the Web Services Employer can report any and all suspected or confirmed breaches of owned or used systems or data spills related to E-Verify cases. At this time, if the Employer encounters a suspected or confirmed breach or data spill, it should contact E-Verify at 1-888-464-4218. 12. In the event the Web Services Employer is subject to penalties, DHS will issue a Notice of Adverse Action that describes the specific violations if it intends to suspend or terminate the employer's Web Services interface access. The Web Services Employer agrees that DHS shall not be liable for any financial losses to the Web Services Employer, its employees, or any other party as a result of your account suspension or termination and agrees to hold DHS harmless from any such claims. ARTICLE III REFERRAL OF INDIVIDUALS TO SSA AND DHS A. REFERRAL TO SSA 1. If the Web Services Employer receives a tentative nonconfirmation issued by SSA, the Web Services Employer must print the notice and promptly provide it to the employee so that the employee may determine whether he or she will contest the tentative nonconfirmation. The Web Services Employer must review the tentative nonconfirmation with the employee in private. After the notice has been signed, the Web Services Employer must give a copy of the signed notice to the employee and attach a copy to the employee's Form 1-9. 2. The Web Services Employer will refer employees to SSA field offices only as directed by the automated system based on a tentative nonconfirmation, and only after the Web Services Employer records the case verification number, reviews the input to detect any transaction errors, and determines that the employee contests the tentative nonconfirmation. The Web Services Employer will transmit the Social Security Number to SSA for verification again if this review indicates a need to do so. The Web Services Employer will determine whether the employee contests the tentative nonconfirmation as soon as possible after the Employer receives it. 3. If the employee contests an SSA tentative nonconfirmation, the Web Services Employer will provide the employee with a system -generated referral letter and instruct the employee to visit an SSA office within eight Federal Government work days. SSA will electronically transmit the result of the referral to the Web Services Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. The Employer agrees to check the E-Verify system regularly for case updates. 4. The Web Services Employer agrees not to ask the employee to obtain a printout from the Social Security Number database (the Numident) or other written verification of the Social Security Number from the SSA. Page 11 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 578 16.E.1.bF -Ve d Company ID Number: 1205487 B. REFERRAL TO DHS 1. If the Web Services Employer receives a tentative nonconfirmation issued by DHS, the Web Services Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Web Services Employer also agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Web Services Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. 2. The Web Services Employer agrees to obtain the employee's response about whether he or she will contest the tentative nonconfirmation as soon as possible after the Web Services Employer receives the tentative nonconfirmation. Only the employee may determine whether he or she will contest the tentative nonconfirmation. 3. The Web Services Employer agrees to refer individuals to DHS only when the employee chooses to contest a tentative nonconfirmation. 4. If the employee contests a tentative nonconfirmation issued by DHS, the Web Services Employer will instruct the employee to contact DHS through its toll -free hotline (as found on the referral letter) within eight Federal Government work days. 5. If the Web Services Employer finds a photo mismatch, the Web Services Employer must provide the photo mismatch tentative nonconfirmation notice and follow the instructions outlined in paragraph 1 of this section for tentative nonconfirmations, generally. 6. The Web Services Employer agrees that if an employee contests a tentative nonconfirmation based upon a photo mismatch, the Web Services Employer will send a copy of the employee's Form 1-551, Form 1-766, U.S. Passport, or passport card to DHS for review by: a. Scanning and uploading the document, or b. Sending a photocopy of the document by express mail (furnished and paid for by the employer). 7. The Web Services Employer understands that if it cannot determine whether there is a photo match/mismatch, the Employer must forward the employee's documentation to DHS as described in the preceding paragraph. The Employer agrees to resolve the case as specified by the DHS representative who will determine the photo match or mismatch. 8. DHS will electronically transmit the result of the referral to the Web Services Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. 9. While waiting for case results, the Web Services Employer agrees to check the E-Verify system regularly for case updates. 10. DHS agrees to provide the Web Services Employer with an Interface Control Agreement (ICA) Page 12 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01 /13 Packet Pg. 579 F M AV LIL N 16.E.1.b -Ve lir vc rwn Company ID Number: 1205487 This document will provide technical requirements that the Web Services Employer must meet to create and maintain a Web Services interface to the Verification Information System (VIS). VIS is a composite information system that provides immigration status verification for government agencies and verification of employment authorization for employers participating in E-Verify. 11. DHS agrees to provide periodic system enhancements to improve the ease and accuracy of E-Verify, as needed. DHS will also provide E-Verify enhancements to comply with applicable laws and regulations. As enhancements occur, Web Services Employers must update their Web Services interface to reflect system changes within the timelines specified in Article V.A.1. DHS will provide the Web Services Employer with an ICA to support the E-Verify release whenever system enhancements are required. ARTICLE IV SERVICE PROVISIONS A. NO SERVICE FEES 1. SSA and DHS will not charge the Employer or the Web Services E-Verify Employer Agent for verification services performed under this MOU. The Employer is responsible for providing equipment needed to make inquiries. To access E-Verify, an Employer will need a personal computer with Internet access. ARTICLE V SYSTEM SECURITY AND MAINTENANCE A. DEVELOPMENT REQUIREMENTS 1. Software developed by Web Services Employers must comply with federally -mandated information security policies and industry security standards to include but not limited to: a. Public Law 107-347, "E-Government Act of 2002, Title III, Federal Information Security Management Act (FISMA)," December 2002. b. Office of Management and Budget (OMB) Memorandum (M-10-15), "FY 2010 Reporting Instructions for the Federal Information Security Management Act and Agency Privacy Management," April 2010. c. National Institute of Standards and Technology (NIST) Special Publication (SP) and Federal Information Processing Standards Publication (FIPS). d. International Organization for Standardization/International Electrotechnical Commission (ISO/IEC) 27002, Information Technology — Security Techniques — Code of Practice for Information Security Management. 2. The Web Services Employer agrees to update its Web Services interface to the satisfaction of DHS or its assignees to reflect system enhancements within six months from the date DHS notifies the Web Services User of the system update. The Web Services User will receive notice from DHS in the form Page 13 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 580 16.E.1.b r M AV Iry Company ID Number: 1205487 of an Interface Control Agreement (ICA). The Web Services Employer agrees to institute changes to its interface as identified in the ICA, including all functionality identified and all data elements detailed therein. 3. The Web Services Employer agrees to demonstrate progress of its efforts to update its Web Services interface if and when DHS requests such progress reports. 4. The Web Services Employer acknowledges that if its system enhancements are not completed to the satisfaction of DHS or its assignees within six months from the date DHS notifies the Web Services Employer of the system update, then the Web Services Employer's E-Verify account may be suspended, and support for previous releases of E-Verify may no longer be available to the Web Services Employer. The Web Services Employer also acknowledges that DHS may suspend its account after the six-month period has elapsed. 5. The Web Services Employer agrees to incorporate error handling logic into its development or software to accommodate and act in a timely fashion should an error code be returned. 6. The Web Services Employer agrees to complete the technical requirements testing which is confirmed upon receiving approval of test data and connectivity between the Web Services Employer and DHS. 7. DHS will not reimburse any Web Services Employer or software developer who has expended resources in the development or maintenance of a Web Services interface if that party is unable, or becomes unable, to meet any of the requirements set forth in this MOU. 8. Housing, development, infrastructure, maintenance, and testing of the Web Services applications may take place outside the United States and its territories, but testing must be conducted to ensure that the code is correct and secure. 9. Tf the Web Services Employer includes an electronic Form 1-9 as part of its interface, then it must comply with the standards for electronic retention of Form 1-9 found in 8 CFR 274a.2(e). B. INFORMATION SECURITY REQUIREMENTS Web Services Employers performing verification services under this MOU must ensure that information that is shared between the Web Services Employer and DHS is appropriately protected comparable to the protection provided when the information is within the DHS environment [OMB Circular A-130 Appendix III]. To achieve this level of information security, the Web Services Employer agrees to institute the following procedures: 1. Conduct periodic assessments of risk, including the magnitude of harm that could result from the unauthorized access, use, disclosure, disruption, modification, or destruction of information and information systems that support the operations and assets of the DHS, SSA, and the Web Services Employer; Page 14 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 581 16.E.1.b fv F-Verm-11, Nsff Company ID Number: 1205487 2. Develop policies and procedures that are based on risk assessments, cost-effectively reduce information security risks to an acceptable level, and ensure that information security is addressed throughout the life cycle of each organizational information system; 3. Implement subordinate plans for providing adequate information security for networks, facilities, information systems, or groups of information systems, as appropriate; 4. Conduct security awareness training to inform the Web Services Employer's personnel (including contractors and other users of information systems that support the operations and assets of the organization) of the information security risks associated with their activities and their responsibilities in complying with organizational policies and procedures designed to reduce these risks; 5. Develop periodic testing and evaluation of the effectiveness of information security policies, procedures, practices, and security controls to be performed with a frequency depending on risk, but no less than once per year; 6. Develop a process for planning, implementing, evaluating, and documenting remedial actions to address any deficiencies in the information security policies, procedures, and practices of the organization; 7. Implement procedures for detecting, reporting, and responding to security incidents; 8. Create plans and procedures to ensure continuity of operations for information systems that support the operations and assets of the organization; 9. In information -sharing environments, the information owner is responsible for establishing the rules for appropriate use and protection of the subject information and retains that responsibility even when the information is shared with or provided to other organizations [NIST SP 800-37]. 10. DHS reserves the right to restrict Web Services calls from certain IP addresses. 11. DHS reserves the right to audit the Web Services Employer's application. 12. Web Services Employers agree to cooperate willingly with the DHS assessment of information security and privacy practices used by the company to develop and maintain the software. C. DATA PROTECTION AND PRIVACY REQUIREMENTS 1. Web Services Employers must practice proper Internet security; this means using HTTP over SSL/TLS (also known as HTTPS) when accessing DHS information resources such as E-Verify [NIST SP 800-95]. Internet security practices like this are necessary because Simple Object Access Protocol (SOAP), which provides a basic messaging framework on which Web Services can be built, allows messages to be viewed or modified by attackers as messages traverse the Internet and is not independently designed with all the necessary security protocols for E-Verify use. 2. In accordance with DHS standards, the Web Services Employer agrees to maintain physical, electronic, and procedural safeguards to appropriately protect the information shared under this MOU Page 15 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 582 16.E.1.b i a F.-uw 1 a Company ID Number: 1205487 against loss, theft, misuse, unauthorized access, and improper disclosure, copying use, modification or deletion. 3. Any data transmission requiring encryption shall comply with the following standards: • Products using FIPS 197 Advanced Encryption Standard (AES) algorithms with at least 256-bit encryption that has been validated under FIPS 140-2. • NSA Type 2 or Type 1 encryption. 4. User ID Management (Set Standard): All information exchanged between the parties under this MOU will be done only through authorized Web Services Employer representatives identified above. 5. The Web Services Employer agrees to use the E-Verify browser instead of its own interface if it has not yet upgraded its interface to comply with the Federal Acquisition Regulation (FAR) system changes. In addition, Web Services Employers whose interfaces do not support the Form 1-9 from 2/2/2009 or 8/7/2009 agree to use the E-Verify browser until the system upgrade is completed. 6. The Web Services Employer agrees to use the E-Verify browser instead of its own interface if it has not completed updates to its system to the satisfaction of DHS or its assignees within six months from the date DHS notifies the Web Services Employer of the system update. The Web Services Employer can resume use of its interface once it is up-to-date, unless the Web Services Employer has been suspended or terminated from continued use of the system. D. COMMUNICATIONS 1. The Web Services Employer agrees to develop an electronic system that is not subject to any agreement or other requirement that would restrict access and use by an agency of the United States. 2. The Web Services Employer agrees to develop effective controls to ensure the integrity, accuracy and reliability of its electronic system. 3. The Web Services Employer agrees to develop an inspection and quality assurance program that regularly (at least once per year) evaluates the electronic system, and includes periodic checks of electronically stored information. The Web Services Employer agrees to share the results of its regular inspection and quality assurance program with DHS upon request. 4. The Web Services Employer agrees to develop an electronic system with the ability to produce legible copies of applicable notices, letters, and other written, photographic and graphic materials. 5. All information exchanged between the parties under this MOU will be in accordance with applicable laws, regulations, and policies, including but not limited to, information security guidelines of the sending party with respect to any information that is deemed Personally Identifiable Information (PII), including but not limited to the employee or applicant's Social Security number, alien number, date of birth, or other information that may be used to identify the individual. 6. Suspected and confirmed information security breaches must be reported to DHS according to Article V.C.1. Reporting such breaches does not relieve the Web Services Employer from further Page 16 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 583 16.E.1.b F.-Verirv. w a na�rq:� Hrarxn Company ID Number: 1205487 requirements as directed by state and local law. The Web Services Employer is subject to applicable state laws regarding data protection and incident reporting in addition to the requirements herein. E. SOFTWARE DEVELOPMENT RESTRICTIONS 1. DHS reserves the right to terminate the access of any software developer with or without notice who creates or uses an interface that does not comply with E-Verify procedures. 2. Employers are prohibited from Web Services Software development unless they also create cases in E-Verify to verify their new hires' work authorization. Those pursuing software development without intending to use E-Verify are not eligible to receive an ICA. At this time, E-Verify does not permit Web Services software development without also being a Web Services Employer or Web Services E-Verify Employer Agent. F. PENALTIES 1. The Web Services Employer agrees that any failure on its part to comply with the terms of the MOU may result in account suspension, termination, or other adverse action. 2. DHS is not liable for any financial losses to Web Services Employer, its clients, or any other party as a result of account suspension or termination. ARTICLE VI MODIFICATION AND TERMINATION A. MODIFICATION 1. This MOU is effective upon the signature of all parties and shall continue in effect for as long as the SSA and DHS operates the E-Verify program unless modified in writing by the mutual consent of all parties. 2. Any and all E-Verify system enhancements by DHS or SSA, including but not limited to E-Verify checking against additional data sources and instituting new verification policies or procedures, will be covered under this MOU and will not cause the need for a supplemental MOU that outlines these changes. B. TERMINATION 1. The Web Services Employer may terminate this MOU and its participation in E-Verify at anytime upon 30 days prior written notice to the other parties. 2. Notwithstanding Article V, part A of this MOU, DHS may terminate this MOU, and thereby the Web Services Employer's participation in E-Verify, with or without notice at any time if deemed necessary because of the requirements of law or policy, or upon a determination by SSA or DHS that there has been a breach of system integrity or security by the Web Services Employer, or a failure on the part of either party to comply with established E-Verify procedures and/or legal requirements. The Web Services Employer understands that if it is a Federal contractor, termination of this MOU by any party Page 17 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 584 16.E.1.b ___M/ YisrxPiel Company ID Number: 1205487 for any reason may negatively affect the performance of its contractual responsibilities. Similarly, the Web Services Employer understands that if it is in a state where E-Verify is mandatory, termination of this by any party MOU may negatively affect the Web Services Employer's business. 3. A Web Services Employer that is a Federal contractor may terminate this MOU when the Federal contract that requires its participation in E-Verify is terminated or completed. In such cases, the Web Services Employer must provide written notice to DHS. If the Web Services Employer fails to provide such notice, then that Web Services Employer will remain an E-Verify participant, will remain bound by the terms of this MOU that apply to non -Federal contractor participants, and will be required to use the E-Verify procedures to verify the employment eligibility of all newly hired employees. 4. The Web Services Employer agrees that E-Verify is not liable for any losses, financial or otherwise, if the Web Services Employer or the Employer is terminated from E-Verify. ARTICLE VII PARTIES A. Some or all SSA and DHS responsibilities under this MOU may be performed by contractor(s), and SSA and DHS may adjust verification responsibilities between each other as necessary. By separate agreement with DHS, SSA has agreed to perform its responsibilities as described in this MOU. B. Nothing in this MOU is intended, or should be construed, to create any right or benefit, substantive or procedural, enforceable at law by any third party against the United States, its agencies, officers, or employees, or against the Web Services Employer, its agents, officers, or employees. C. The Web Services Employer may not assign, directly or indirectly, whether by operation of law, change of control or merger, all or any part of its rights or obligations under this MOU without the prior written consent of DHS, which consent shall not be unreasonably withheld or delayed. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations herein is void. D. Each party shall be solely responsible for defending any claim or action against it arising out of or related to E-Verify or this MOU, whether civil or criminal, and for any liability wherefrom, including (but not limited to) any dispute between the Web Services Employer and any other person or entity regarding the applicability of Section 403(d) of IIRIRA to any action taken or allegedly taken by the Web Services Employer. E. The Web Services Employer understands that its participation in E-Verify is not confidential information and may be disclosed as authorized or required by law and DHS or SSA policy, including but not limited to, Congressional oversight, E-Verify publicity and media inquiries, determinations of compliance with Federal contractual requirements, and responses to inquiries under the Freedom of Information Act (FOIA). F. The individuals whose signatures appear below represent that they are authorized to enter into this MOU on behalf of the Web Services Employer and DHS respectively. The Web Services Employer understands that any inaccurate statement, representation, data or other information provided to DHS Page 18 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 585 16.E.1.b r� G^4�rly Company ID Number: 1205487 may subject the Web Services Employer, its subcontractors, its employees, or its representatives to: (1) prosecution for false statements pursuant to 18 U.S.C. 1001 and/or; (2) immediate termination of its MOU and/or; (3) possible debarment or suspension. G. The foregoing constitutes the full agreement on this subject between DHS and the Web Services Employer. Approved by: Web Services Employer Ferguson Enterprises, LLC Name (Please Type or Print) Title Julie A Yutesler Signature Date Electronically Signed 06/09/2017 Department of Homeland Security — Verification Division Name (Please Type or Print) Title USCIS Verification Division Signature Date Electronically Signed 06/09/2017 Page 19 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 586 16.E.1.b r=-Verl ry� Company ID Number: 1205487 Information Required for the E-Verify Program Information relating to your Company: Company Name Ferguson Enterprises, LLC Company Facility Address 12500 Jefferson Avenue Newport News, VA 23602 Company Alternate Address County or Parish NEWPORT NEWS CITY Employer Identification Number 541211771 North American Industry Classification Systems Code 423 Parent Company Number of Employees 10,000 and over Number of Sites Verified for 1,240 Page 20 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 U J J N a� �L Q. L a� c w c 0 N 7 L LL 0 z c M E 0 0 L M a 0 r c 0 r Q. N CD CD 0 r N 0 a Packet Pg. 587 16.E.1.b Company ID Number: 1205487 Are you verifying for more than 1 site? If yes, please provide the number of sites verified for in each State: ALASKA 5 site(s) ALABAMA 23 site(s) ARKANSAS 11 site(s) ARIZONA 29 site(s) CALIFORNIA 164 site(s) COLORADO 24 site(s) CONNECTICUT 2 site(s) DIST OF COL 1 site(s) DELAWARE 5 site(s) FLORIDA 70 site(s) GEORGIA 29 site(s) HAWAII 9 site(s) IOWA 10 site(s) IDAHO 11 site(s) ILLINOIS 22 site(s) INDIANA 28 site(s) KANSAS 12 site(s) KENTUCKY 18 site(s) LOUISIANA 7 site(s) MASSACHUSETTS 18 site(s) MARYLAND 33 site(s) MAINE 8 site(s) MICHIGAN 30 site(s) MINNESOTA 24 site(s) MISSOURI 13 site(s) MISSISSIPPI 10 site(s) MONTANA 8 site(s) NORTH CAROLINA 74 site(s) NORTH DAKOTA 8 site(s) NEBRASKA 6 site(s) NEW HAMPSHIRE 9 site(s) NEW JERSEY 33 site(s) NEW MEXICO 8 site(s) NEVADA 13 site(s) NEW YORK 29 site(s) OHIO 26 site(s) OKLAHOMA 12 site(s) OREGON 24 site(s) PENNSYLVANIA 32 site(s) RHODE ISLAND 1 site(s) SOUTH CAROLINA 29 site(s) SOUTH DAKOTA 4 site(s) TENNESSEE 29 site(s) TEXAS 111 site(s) UTAH 16 site(s) VIRGINIA 74 site(s) VERMONT 3 site(s) WASHINGTON 40 site(s) WISCONSIN 19 site(s) WEST VIRGINIA 11 site(s) WYOMING 5 site(s) Page 21 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 588 16.E.1.b M 'I" r 'V t=1 r I�(Ilp t.iw---Ver1rV_ '`. 'x�Yisrwni4 Company ID Number: 1205487 Information relating to the Program Administrator(s) for your Company on policy questions or operational problems: Name Julie A Yutesler Phone Number (757) 223 - 6340 Fax Number Email Address julie.yutesler@ferguson.com Name Lindsay M Boone Phone Number (757) 969 - 4534 Fax Number Email Address lindsay.boone@ferguson.com Page 22 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 589 16.E.1.b 4 L SKC on r=-Ver w,z Company ID Number: 1205487 Page intentionally left blank Page 23 of 23 E-Verify MOU for Web Services Employers I Revision Date 06/01/13 Packet Pg. 590 Page 1 L�] A'►W o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/30/2021 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 Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT NAME: Willis Towers Watson Certificate Center PHONE 1-877-945-7378 F 1-888-467-2378 C No Ext : AIC No AL ARIEss: certificates@willis.com DD INSURER(S) AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURERA: ACE American Insurance Company 22667 INSURED Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) INSURERB: Indemnity Insurance Company of North Ameri 43575 INSURER C: ACE Fire Underwriters Insurance Company 20702 12500 Jefferson Avenue INSURER D: INSURER E Newport News, VA 23602 INSURER F : rnvoDAr_Gc r`FRTIFI('.ATF NIIMRFR- W20815061 REVISION NUMBER: vTHIS 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 LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 5,000,000 CLAIMS -MADE OCCUR PREMISES (Ea occur ence $ 5, 005, 000 MED EXP (Any one person) $ , 000 A Y HDO G72497466 05/01/2021 05/01/2022 PERSONAL& ADV INJURY $ 5,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10, 000, 000 PRODUCTS-COMP/OP AGG $ 10,000,000 POLICY ❑X PRO LOC JECT OTHER: AUTOMOBILE LIABILITY Ea aBcldeDISINGLE LIMIT $ 5,000,000 BODILY INJURY (Per person) $ X ANY AUTO BODILY INJURY (Per accident) $ A OWNED SCHEDULED AUTOS ONLYMXAUTOS X pHpIR''rrED�� NON -OWNED X Segf2ZnRured &uTRcalNLY Damage Y ISA H25550018 05/01/2021 05/01/2022 PROPERTYDAMAGE accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE $ EXCESS LIAB DED RETENTION $ $ --•-- B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANYPROPRIETOR/PARTNER/EXECUTIVE No OFFICER/MEMBEREXCLUDED? (Mandatory in NH) N/A WLR C67806943 05/Ol/2021 05/Ol/2022 X STATUTE OERH E.L. EACH ACCIDENT 2,000,000 $ E.L. DISEASE - EA EMPLOYEE 2,000,000 $ E.L. DISEASE - POLICY LIMIT 2,000,000 $ If yes, describe under DESCRIPTION OF OPERATIONS below A Workers' Compensation & WLR C67806980 05/01/2021 05/01/2022 E.L. Each Accident $2,000,000 Employers Liability - AZ/CA/MA E.L. Disease -Pol Lm $2,000,000 Per Statute E.L. Disease -Each Em $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) Workers Compensation Policy WLR C67806943 provides coverage for AK, AL, AR, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MD, ME, MI, MN, MO, MS, MT, INC, 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 �t�1YL ACORD 25 (2016/03) ©1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR xD; 21028556 HATCH: 2077735 Packet Pg. 591 16.E.1.b AGENCY CUSTOMER ID: LOC #: ,aco ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Willis Towers Watson Northeast, 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 I 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 Re: For any and all work performed on behalf of Collier County. Page 2 of 2 Collier County Board of County Commissioners, OR Board of County Commissioners in Collier County, OR Collier County Government are included as Additional Insureds under General Liability, as required by written contract but only with respect to liability arising out of Named Insured's operations. Collier County Board of County Commissioners, OR Board of County Commissioners in Collier County, OR Collier County Government are included as Additional Insureds as respects to Auto Liability. INSURER AFFORDING COVERAGE: ACE Fire Underwriters Insurance Company NAIC#: 20702 POLICY NUMBER: RWC C67807029 EFF DATE: 05/01/2021 EXP DATE: 05/01/2022 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: 21028556 BATCH: 2077735 CERT: W20815061 Packet Pg. 592 16.E.1.b As of 1/29/2021 FERGUSON ENTERPRISES, LLC ACTIVE DBA SUBSIDIARY LIST AC Wholesalers Ferguson HVAC — EastWest Air ACF Environmental (effective 11/16/2020) Ferguson HVAC — Lyon Conklin Action Automation, a Wolseley Industrial Group company (eff 8/20/2018) Ferguson Integrated Services Action Plumbing Supply (effective 7/ 15/2019) Ferguson International ADL (effective 7/ 16/2018) Ferguson Panama, S.A. Alaska Pipe & Supply Ferguson Parts & Packaging Amerock, LLC (effective 1/11/2021) Ferguson Valve & Automation Amerock Holdings, Inc. (effective 1/11/2021) Ferguson Waterworks Andrews Lighting & Hardware Gallery Ferguson Waterworks - Municipal Pipe The Ar-Jay Center Ferguson Waterworks - Red Hed Atlantic American Fire Equipment Company Ferguson Waterworks EPPCO Avallon Global Ferguson Waterworks International BAC Appliance Center Galleria Bath & Kitchen Showplace Bath+ Beyond Grand Junction Pipe (effective 9/24/2018) Bayport Partners, LLC HM Wallace, Inc. Blackman Plumbing Supply, LLC (effective 12/11/2018) H. P. Products Corporation Brock -McVey (effective 7/30/2018) HP Logistic, Inc. Bruce -Rogers Company Improvement Brands Holdings, Inc. Build.com, Inc. (fka Improvement Direct, Inc.) Industrial Hub of the Carolinas Cal -Steam Innovative Soil Solutions LLC (effective 7/29/2019) Capital Distributing (effective 10/29/2018) James Martin Signature Vanities, LLC (effective 1/28/2019) City Lights Design Showroom J&G Products CFP Jones Stephens Corp. (effective 8/13/2018) Clawfoot Supply, LLC Jones Stephens Global Sourcing (Wuxi) Ltd. (effective 8/13/2018) Cline Contract Sales J.D. Daddario Company Columbia Pipe & Supply LLC (eff 3/13/2020) Joseph G. Pollard Co. Custom Lighting & Hardware JWIT Hydrotherapy Bath Solutions (effective 3/16/2020) Davies Water Karl's Appliances DBS Holdings, Inc. Kitchen Art (effective 2/4/2019) Dealernet Lakeland Plumbing Supply, LLC Duhig Stainless (effective 3/12/2018) Lighting Design Center Energy & Process Corporation Lighting Unlimited Equarius Waterworks, Meter & Automation Group Lincoln Products Factory Direct Appliance Linwood Pipe and Supply Ferguson Bath & Kitchen Gallery Living Direct, Inc. Ferguson Bath, Kitchen & Lighting Gallery Louisiana Utilities Supply Company Ferguson CESCO, Inc. Mahwah Realty, LLC Ferguson Direct Maskir Properties Inc. Ferguson CeSCO, Inc. Matera Paper Company, Inc. Ferguson Enterprises, Inc. Max Industries, Ltd. (effective 1/28/2019) Ferguson Enterprises, LLC McFarland Supply Ferguson Enterprises of Virginia, LLC MFP Design (effective 3/25/2020) Ferguson Facilities Supply (FEI) Michigan Meter Ferguson Facilities Supply (for Matera Paper -TX only) Millennium Lighting, Inc. (effective 8/27/2018) Ferguson Facilities Supply, Dogwood Building Supply Division (eff 10/22/18) Mission Valley Pipe (effective 6/3/2019) Ferguson Fire & Fabrication, Inc. Mississippi Utility Supply Co. (MUSCO) Ferguson Fire & Fabrication International Myers HVAC Supply Ferguson Heating & Cooling National Fire Products Ferguson Hospitality Sales New Jersey Plumbing Group, LLC Ferguson HVAC — Air Cold New York Plumbing Designs, LLC Packet Pg. 593 As of 1/29/2021 16.E.1.b FERGUSON ENTERPRISES, LLC ACTIVE DBA SUBSIDIARY LIST PAGE 2 - DBA & SUBSIDIARY LIST I'Jntity Name Entity Name Wolseley de Puerto Rico, Inc. North Point Plumbing Supply, LLC Wolseley Financial Services Orange County Plumbing Group, LLC Wolseley Industrial Group Palm Designs LLC Wolseley Integrated de Mexico S.A. de C.V. PCs Industries Wolseley Investments North America, Inc. PL Sourcing Wolseley Investments, Inc. Plumb Source Wolseley NA Construction Services, LLC Plumbing D6cor Wolseley NA Finance, Inc. Plumbing Holdings Corp. Wolseley Staffing de Mexico S.A. de C.V. Pollardwater WPCC Fonvarding Powell Pipe & Supply Co. Wright Plumbing Supply Power Equipment Direct Inc, Process Instruments & Controls, LLC (effective 9/9/20t9) Professional's Bath Source PV Sullivan Supply Ramapo Wholesalers RB Huntington Realty, LLC Rencor Controls (effective 3/16/2020 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 SiniplyPlumbing, 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 Walhvork (effective 12/10/2018) Wanlyn Realty Corp. Watenvorks Industries Webb Distributors Western Air Supply Westfield Lighting Wholesale Group Wholesale Group Operations, Inc. Wolseley (Barbados) Ltd 1.0 Q Packet Pg. 594