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Agenda 07/11/2023 Item #16C4 (Approve agreeement with Mueller Systems, LLC for the purchase of small residential and commercial meters, and meter reading components)16.C.4 07/ 11 /2023 EXECUTIVE SUMMARY Recommendation to approve expenditures under an exemption from the competitive process and approve attached Agreement No. 22-013-NS with Mueller Systems, LLC, with the incorporated Amended and Restated Mueller Systems Master Use Agreement, for the purchase of small residential and commercial meters, automatic meter reading components, and advanced metering infrastructure directly from Mueller. OBJECTIVE: To obtain access to Mueller Systems, LLC's ("Mueller") small residential and commercial meters and automatic meter reading ("AMR") components, including meters, software, hardware, and annual maintenance, with the option of purchasing advanced metering infrastructure ("AMI") from, Mueller, based on an exemption for compatibility with County systems. CONSIDERATION: On September 10, 2013 (Agenda Item 1 LE), the Board approved Agreement No. 12-5968 with Ferguson Enterprises, LLC d/b/a Ferguson Waterworks ("Ferguson") providing for the purchase of Mueller small residential and commercial meters and automatic reading components for use throughout the Collier County Water -Sewer District. The County has been installing Mueller meters in the water distribution system since 2013 to ensure accuracy and reliability in its meter reading and utility billing system, and to promote operational consistency for equipment and parts. On March 24, 2020 (Agenda Item 16.C.1), the Board approved Agreement No. 19-057-NS with Ferguson to supply Mueller small residential and commercial meters, automatic meter reading components, and an option to purchase advanced metering infrastructure. Over the last five years, approximately 76,413 Mueller meters have been installed in the County's water distribution system (60,467 meter changeouts and 15,946 new services). The Mueller meters are covered by a 10-year warranty at 100% replacement, with a proportionate warranty percentage thereafter. On April 7, 2023, Ferguson provided notice to the County that it had terminated its business relationship with Mueller, thus giving rise to the County's need to establish a contractual relationship directly with Mueller. Staff provides the following in support of its recommendation for the Board to approve procuring goods and services directly from Mueller: • Since 2013, the County has purchased and installed over 76,400 water meters and AMR transmitters at a cost of over $18.5M. Those meters and devices and have an estimated remaining useful life of more than 10 years. Directly contracting with Mueller will allow the County to maximize the current investment and remaining useful life of the product, as well as ensure consistency in equipment and operations. The technology installed acquired from Mueller utilizes a communications platform that is only compatible with its products. While the County can purchase different meters and AMR devices from a different manufacturer, contracting with Mueller will allow the County to continue to purchase and install compatible products and promote countywide standardization. This will allow the County to avoid 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. As part of the previous contract with Ferguson, the County extended significant effort with the development, testing, and deployment of a custom software interface between the meter reading system and the County's customer information system. Contracting directly with Mueller will help the County avoid additional costs associated with custom software development and testing of a new reading platform if the manufacturer changes. • Staff is already trained and familiar with the current software platform and meter reading system. Any change in the manufacture will require County staff to be trained on a new software platform and the use of Packet Pg. 536 16.C.4 07/11/2023 new meter reading hardware, as well as the maintenance and installation of any new water meters and transmitters. Staff would also have to be competent in both the current installed system as well as any new system, which would take considerable time and resources. By maintaining the current system, the County avoids potential errors associated with running multiple platforms. • Continuing to use Mueller products allows for the ability to upgrade the existing system. Mueller will supply the County with the latest generation of automated meter reading transmitters. The latest generation of device is upgradeable to operation in an advanced metering infrastructure mode, which was ranked as the highest rated solution in a separate Request for Proposal from the County. Entering into the attached agreement with Mueller will allow the County to continue to maximize the current investment, maintain a unified reading system, and upgrade to the latest technology at the County's discretion. • Purchasing material directly through Mueller will have an estimated cost savings of 5-10%. The Water Metering Section's proposed plan is to continue utilizing Mueller meters over the next 5-10 years. Based on the current life of meters in the system, the anticipated new connections (primarily for residential installations and replacements) coupled with minimal commercial meters based on future anticipated development, results in the following estimated future quantities: 2023 12024 12025 12026 12027 2,500 12,500 12,500 12,500 12,500 Section 8, subsection 9 of the Collier County Procurement Ordinance allows for an exemption from the competitive procurement process for the purchase of products and services when necessary to maintain existing warranties and licenses as well as to maintain compatibility with the existing water distribution system and standardization. Staff recommends that one -hundred eighty (180) days prior to the expiration of the initial agreement term, the County perform a market analysis to determine current pricing available at that time for AMR and AMI meters to determine whether to exercise the proposed agreement's 180-day extension period and re -solicit for new AMR and AMI meters when 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 Mueller. Subject to the Board's approval of the attached agreement with Mueller, the existing Agreement No. 19-057-NS with Ferguson will be terminated. A copy of staff s proposed Notice to Terminate letter is attached for reference. The County plans on starting the competitive bid process for engineering services to issue a Request for Proposal for an AMI system to be placed out for bid by 2024. This will allow for proper planning and budgeting for the next generation of metering systems and technology once the current meter system has reached the end of its useful life, which is approximately 15-20 years of use per industry standards. FISCAL IMPACT: Funding is available in, and consistent with, the FY2023 Operating Budget approved by the Board on September 19, 2022. The source of the funding is the Collier County Water -Sewer District Operating Fund (408) and Water Capital Fund (412). The exact fiscal impact will depend on the number of new requests for service connections, the number of meter failures, and the ongoing audit of all potable meters. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT GROWTH MANAGEMENT IMPACT: This project meets current Growth Management Plan standards to ensure the adequacy and availability of viable public facilities. RECOMMENDATION: Recommendation to approve expenditures under an exemption from the competitive process and approve attached Agreement No. 22-013-NS with Mueller Systems, LLC, with the incorporated Amended and Restated Mueller Systems Master Use Agreement, for the purchase of small residential and Packet Pg. 537 16.C.4 07/11/2023 commercial meters, automatic meter reading components, and advanced metering infrastructure directly from Mueller, terminate Agreement No. 19-057-NS, and authorize the Chairman to sign the attached Agreement. Prepared by: Jesse Komorny, Manager - Meter Services, Utilities Finance Operations Division ATTACHMENT(S) 1.22-013-NS COI_Mueller (PDF) 2.22-013-NS Agreement_ Mueller VendorSigned (PDF) 3. 19-057-NS Ferguson_ Contract (PDF) 4. FY23 Exemption Request - Muller (PDF) 5. 19-057-NS Ferguson Notice to Terminate (PDF) Packet Pg. 538 16.C.4 07/11/2023 COLLIER COUNTY Board of County Commissioners Item Number: 16.C.4 Doe ID: 25867 Item Summary: Recommendation to approve expenditures under an exemption from the competitive process and approve attached Agreement No. 22-013-NS with Mueller Systems, LLC, with the incorporated Amended and Restated Mueller Systems Master Use Agreement, for the purchase of small residential and commercial meters, automatic meter reading components, and advanced metering infrastructure directly from Mueller. Meeting Date: 07/11/2023 Prepared by: Title: — Public Utilities Department Name: Andrew Youngblood 06/16/2023 4:56 PM Submitted by: Title: Division Director - Operations Support — Public Utilities Operations Support Name: Joseph Bellone 06/16/2023 4:56 PM Approved By: Review: Public Utilities Operations Support Annia Machin Additional Reviewer Public Utilities Operations Support Joseph Bellone Additional Reviewer Procurement Services Ana Reynoso Level 1 Purchasing Gatekeeper Procurement Services Sue Zimmerman Additional Reviewer Public Utilities Department Andrew Youngblood Level 1 Division Reviewer Procurement Services Sandra Herrera Procurement Director Review Public Utilities Department George Yilmaz Level 2 Division Administrator Review County Attorney's Office Scott Teach Level 2 Attorney Review Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Corporate Compliance and Continuous Improvement Megan Gaillard Community & Human Services Maggie Lopez Additional Reviewer County Manager's Office Amy Patterson Level 4 County Manager Review Board of County Commissioners Geoffrey Willig Meeting Pending Completed 06/19/2023 9:41 AM Completed 06/19/2023 11:22 AM Completed 06/19/2023 12:01 PM Completed 06/22/2023 2:07 PM Completed 06/22/2023 2:41 PM Completed 06/23/2023 3:56 PM Completed 06/29/2023 9:53 AM Completed 06/29/2023 11:29 AM Completed 06/29/2023 12:00 PM Completed 06/29/2023 1:22 PM Additional Reviewer Completed 06/29/2023 3:13 PM Completed 06/30/2023 12:59 PM Completed 07/05/2023 12:35 PM 07/11/2023 9:00 AM Packet Pg. 539 MUELLWAT2 I 16.C.4.a I ACG_ l CERTIFICATE OF LIABILITY INSURANCE DATE IN L 1 5/19/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE; BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ 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 of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: Kristin Dempsey Commercial Lines - (404) 923-3700 PHONE 470-875-0343 FAX 877-362-9069 A/C No Ext : AIC No USI Insurance Services LLC E-MAIL d i kristn.em se ADDRESS: kristin.dempsey@usi.com 1 Concourse Parkway NE, Suite 700 INSURER(S) AFFORDING COVERAGE NAIC# Atlanta, GA 30328 INSURER A: ACE American Insurance Company 22667 INSURED INSURERB: ACE Fire Underwriters Ins. Co. 20702 Mueller Water Products, Inc. INSURER C Mueller Systems, LLC INSURER D : 1200 Abernathy Road, NE Suite 1200 INSURER E : Atlanta, GA 30328 INSURER F : COVERAGES CERTIFICATE NUMBER: 15719099 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO[ INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: 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 INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDD/YYYY LIMITS A )( COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR XSL G47299676 SIR applies per policy 10/01/2022 10/01/2023 EACH OCCURRENCE $ 2,000,OC TED PREM SESOEa oNcun'.rice $ 1,000,OC X MED EXP (Any one person) $ Contractual Liability terms &conditions PERSONAL & ADV INJURY $ 2,000,OC GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10100010C POLICY XECT D LOC PRODUCTS - COMP/OP AGG $ 5,000,OC SIR/Deductible $ 500,OC OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ A B AND EMPS YERS' LSA IONILIT AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? C (Mandatory in NH) NIA WLR C50675270 AOS ( ) SCF C50675361(WI)10/01/2022 10/01/2022 10/01/2023 10/01/2023 X STATUTE EORH E.L. EACH ACCIDENT $ 1,000,0( E.L. DISEASE - EA EMPLOYEE $ 1,000,0( If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,0( DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Solicitation 22-013-NS Supply Agreement for Automatic Meter Reading Collier County Board of County Commissioners is included as additional insured on general liability if required by written contract or agreement with Named Insured in regard to operations of the named insured subject to policy's terms, exclusions, and conditions. General liability coverage is primary and non-contributory for additional insureds, subject to policy's terms, exclusions, and conditions. Notice of cancellation in accordance with policy provisions. L d _I O V fin Z CO) O N CERTIFICATE HOLDER CANCELLATION N c SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI Collier County Board of County Commissioners E THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II 3339 Tamiami Trail East, Suite 302 ACCORDANCE WITH THE POLICY PROVISIONS. C� Naples, FL 34112 AUTHORIZED REPRESENTATIVE Q The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) (This certificate replaces certificate# 15719098 issued an 5/1912023) Packet Pg. 540 16.C.4.a AC�R 70CERTIFICATE OF LIABILITY INSURANCE 10n/2023 DATE (MMIDDIYYYY) 5123i202 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 pDlicy(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 Lockton Companies 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816)960-9000 ACT NAME; PHONE FAX Ale, le No): EMAIL ADDRESS: kcasu@lockton.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Arch Insurance Com.paLly I I t 50 INSURED MUELLER WATER PRODUCTS INC 1526047 MULLER SYSTEMS, LLC INSURER B : INSURER C : INSURER D : 1200 A13ERNATHY ROAD, NE SUITE 1200 ATLANTA GA 30328 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: 19595132 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL I SUER POLICY NUMBER POLICY EFF MMIDDNYYY POLICY EXP MOL,DIYI'YY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR NOT APPLICABLE EACH OCCURRENCE $ xxxxxxx DAMAGE TO PREMISES EaENTED ocauence $ xxxxxxx_ MED EXP (Any one person) S xxxxxxx PERSONAL & AOV INJURY $ XXXXXXX AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ XXXxxxx GEN'L POLICY ❑ JECTPRO- ❑ LOC PRODUCTS - COMPIOP AGG S XXXXXXX $ OTHER: AUTOMOBILE LIABILITY NOT APPLICABLE Ea MBIN aocideDISINGLE LIMIT $ XXXXXXX BODILY INJURY (Per person) $ j{X'X')fxj�X ANY AUTO AUTOS ONLY AUTOSULED BODILY INJURY (Per accident) $ xxxxxxx PROPERTY DAMAGE Per. d I $XXXXXXX HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $XXXXXXX UMBRELLA LIAR HCLAIMS,MADE OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX AGGREGATE S xxxxxxx EXCESS LIAR DED RETENTION$ S XXXXXXX WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN NOT APPLICABLEER STATUTE ER E.L. EACH ACCIDENT $ XXXXXXX D? OFFICER/MEMBER EXCLUDE (Myyandatory In NH) NIA E.L. DISEASE - EA EMPLOYE $ XXXXXXX DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $ xxxxxxx A CYBER TECH E & O N N NPL0067236-01 10/1/2022 10/1/2023 LIMIT: S1,000,000 DESCRIPTION OF OPERATIONS ! LOCATIONS I VEHICLES (ACORD 101, Addlllonal Remarks Schedule, may be attached If more space is required) Ut:K I H-1t:A I L HL)LULK 19595132 COLLIER COUNTY BOARD OF COUNTY 3339 TAMIAMI TRAIL EAST, SUITE 302 NAPLES FL 34112 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 91988LI015 ACORD CORPORATION. All riahts reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks ofACORD Packet Pg. 541 16.C.4.b 22-013-NS Supply Agreement for Automatic Meter Reading This Supply Agreement for Automatic Meter Reading ("Agreement"), made and entered into on this day of , 2023 between Collier County, a political subdivision of the State of Florida (the "County") and Mueller Systems, LLC, a Delaware limited liability company registered to do business in the Stale of Florida, whose business address is 1200 Abernathy Road, Suite 1200, Atlanta, Georgia 30328 ("Mueller" or "Contractor"). RECITALS Whereas, Ferguson Enterprises, LLC dlbla Ferguson Waterworks ("Ferguson") and County entered into a General Services Agreement on March 24, 2020 ("GSA") for the sale of Automatic Meter Reading ("AMR"); and Whereas, as part of the GSA, Ferguson and Mueller executed an Agreement Committing to Sell and Supply Mueller Systems products to Ferguson Enterprises on March 24, 2020 ("Direct Purchase Commitment"), whereby Mueller agreed to provide County with products, services and software in the event the GSA was terminated; and Whereas, Mueller and County entered into a Mueller Systems Master Use Agreement on March 24, 2020 for the sale of products and services and software access ("Master Agreement"); and Whereas, the County has been advised that Ferguson and Mueller have terminated their business relationship and in accordance with the Direct Purchase Agreement and the County wishes to continue procuring AMR products and services directly with Mueller; and Whereas, Ferguson and County wish to terminate the GSA and Ferguson agrees to fulfill all outstanding obligations and remain liable for any and all liability arising out of the GSA through and until the expiration of all warrantied work performed thereunder; and Whereas, County wishes to acquire AMR products, services and software from Mueller in accordance with this Agreement, subject to the terms and conditions set forth herein; and THEREFORE, the parties agree as follows: 1. Agreement Term. The Agreement shall commence upon the date of Board approval and terminate on April 01, 2025 or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may with the consent of Mueller, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1) additional five (5) year(s) periods. The County shall give Mueller 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 her designee, may, at her 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 her designee, shall give Mueller written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. Statement of Work. Mueller shall provide products in accordance with the terms and conditions of this Agreement, including Exhibit B, the Amended and Restated Master Use Agreement ("Master Agreement"), which is hereby incorporated in this Agreement. Such Master Agreement is attached to this Agreement and made an integral part of this Agreement. CA10 Packet Pg. 542 16.C.4.b Products acquired through this Agreement have been authorized through the approval of an exemption from the competitive process. This Agreement, inclusive of the Master Agreement, contains the entire understanding between the parties and any modifications to this Agreement shall first be mutually agreed upon in writing by the parties. The execution of this Agreement shall not be a commitment to Mueller to order any minimum or maximum amount. The County shall order products as required but makes no guarantee as to the quantity, number, type or distribution of products that will be ordered or required by this Agreement. 3. The Agreement Sum. The County shall pay Mueller for the performance of this Agreement based on Exhibit A attached hereto, which is hereby incorporated into this Agreement. Payments are due upon receipt of a proper invoice and incompliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. The invoice must identify the unit price and the number of units received. Any County agency may obtain products under this Agreement, provided sufficient funds are included in their budget. Payments will be made for products furnished and delivered, upon receipt of invoices submitted for such products as provided above. Sales Tax. Mueller 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-1 . 5. Notices. All notices from the County to Mueller shall be deemed duly served if mailed to Mueller at the following: Company Name: Mueller Systems, LLC Address: 1200 Abernathy Road, Suite 1200 Atlanta, Georgia, 30328 Attention Name & Title: Tina Thapar, Legal Counsel Telephone: 770-206-4202 E-Mall(s): tthapar _.muellerwp.com All notices from Mueller 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: Division Name: Public Utilities Operations Support Address: 3339 Tamiami Trail East, Suite 302 Naples, Florida 34112 Administrative Agent/PM: Jesse Komorny, Manager -Meter Services Telephone: 239-252-2173 E-Mail(s): Jesse. KomornyAcolliercountyfl,gov Mueller 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 Mueller or constitute Mueller as an agent of the County. CAO Packet Pg. 543 16.C.4.b No improper use. Mueller 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 Mueller or if the County or its authorized representative shall deem any conduct on the part of Mueller to be improper, the County shall have the right to suspend the Agreement of Mueller. Should Mueller fail to correct any such violation, conduct, or practice to the satisfaction of the County after receiving such notice of such violation, conduct, or practice. Mueller further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. B. 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. 9. No Discrimination. Mueller agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 10. Insurance. Mueller shall provide insurance as follows: a. Commercial General Liability. Coverage shall have minimum limits of $1,000,000 per occurrence, $2,000,000 aggregate for bodily injury liability and property damage liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. b. Workers' Compensation. Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. i. The coverage must included Employers' Liability with a minimum limit of $500,000 for each accident. c. Technology Errors & Omissions: Coverage shall have minimum limits of $1,000,000 per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and Mueller's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Mueller during the duration of this Agreement. Mueller shall provide County with certifications of insurance meeting the required insurance provisions. 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. Mueller 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 Mueller from its insurer, and nothing contained herein shall relieve Mueller of this requirement to provide notice. Mueller shall ensure that all subcontractors comply with the same insurance requirements that Mueller is required to meet. f�0 Packet Pg. 544 16.C.4.b 11. Agreement Administration. This Agreement shall be administered on behalf of the County by the Meter Services Division of the Public Utilities Department. 12. Conflict of Interest. Mueller 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 products required hereunder. Mueller further represents that no persons having any such interest shall be employed to perform those products. 13. Component Parts of this Agreement. This Agreement consists of the following components parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Insurance Certifications, Exhibit A and Exhibit B. 14. 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. 15. Prohibition of Gifts to County Employees. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other Item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; c. immediate termination of any Agreement held by the individual and/or firm for cause. 16. Compliance with Laws. By executing and entering into this Agreement, Mueller 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. Section 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTE, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: 239-252-8999 Email: PublicRecordReg uest@colliercountyfl,gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to provide the products. 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 the 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 CA O Packet Pg. 545 16.C.4.b contract term and following completion of the contact 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 provide the products. if the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Mueller observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by Mueller to comply with the laws refenced herein shall constitute a breach of the Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 17. Indemnification. Indemnification shall be as set forth in numbered Paragraphs 9 of the Master Agreement, 18, 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. 19. Additional Products. Additional products may be added to this Agreement in compliance with the Collier County Procurement Ordinance, as amended, adopted procurement procedures, and by the agreement of the parties. 20. Order of Precedence. In the event of any conflict between or among the terms of this Agreement and the terms of the Master Agreement, the terms of the Master Agreement shall take precedent. 21. Assignment. Mueller shall not assign this Agreement or any party 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 Mueller does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Mueller all of the obligations and responsibilities that Mueller has assumed toward the County. 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 Worn will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. Packet Pg. 546 16.C.4.b If a subcontractor is a related entity to the Contractor, then the Contractor shall not mark-up the subcontractor's fees. A related entity shall be defined as any Parent or Subsidiary of the Company and any business, corporation, partnership, limited liability company or other entity in which the Company or a Parent or a Subsidiary of the Company holds any ownership interest, directly or indirectly. 23. Standards of Conduct; Proiect Manager, Supervisor, Employees. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 24. Warranty. Mueller expressly provides those warranties set forth in Attachment A to the Master Agreement, 25. 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. 26. 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. 27. Venue. Any suite 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. (Intentionally left blank -signature page to follow) Packet Pg. 547 16.C.4.b IN WITNESS WHEREOF, the Parties have, by an authorized person or agent, executed this Agreement on the date and year first written above. ATTEST: Crystal K. Kinzel, Clerk of Circuit Court and Comptroller By: Dated: (SEAL) Contractor's Witnesses: KWIC,^ NQF-L First fitness TTyp /print witness name I &L4L J.?A4,� Pebond Wit ess 45Rft- ¢U,D 1+I.A LL I Type/print witness name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Rick LoCastro, Chairman CONTRACTOR: MUELLER SYSTEMS, LLC By: C Signature 6(24 - SI�`fiC.C� Type/print signature and title I 14di 3 U) -Z;D z3 Date Approved as to Form and Legality: Deputy County Attorney Print Name ON Packet Pg. 548 16.C.4.b Exhibit X Fees See attached Pricing set forth in Quote Q-121544* (") All pricing is subject to an annual adjustment. The price adjustment shall be based on the then -current purchase price plus the U.S. Bureau of Labor Statistics PPI Series ID; PCU334514334514 for Totalizing Fluid Meters and Counting Devices, for all proposed hardware devices (meters, endpoints, collectors, etc); and the U.S. Bureau of Labor Statistics Produce Price index (PPI) Series ID: PCU5182105182105 for data processing and related services, hosting, ASP and other IT Infrastructure provisioning services for all data hosting and service fees (software hosting, backhaul fees, etc) for the twelve month period following an adjustment and annually thereafter. Prior to any AMI deployment, upgrades, installations, or order entry, the County and Mueller will mutually agree and sign a Statement of Work (SOW) document. This document will include but is not limited to an RF Propagation study, project plan, endpoint acceptance plan, integration acceptance plan, and other documents which will ctearly state the quantities, areas, installation methods, and other details related to the planned AMI deployment. AMI deployment is also subject to Mueller's standard Software as a Service Agreement, and Network as a Service Agreement if utilizing LORAWAN. All new purchases will be subject to attached manufacturer's warranty and terms of sale. n� o Packet Pg. 549 16.C.4.b MUELLER Phone: (800) 423-1323 Website: www.MuellerSystems.com Attention: ,Jesse Komorny Phone: (239) 252-2173 Email: jessekomorny@colliergov.net Company Address: 4375 PROGRESS AVENUE NAPLES,FL,34104 Prepared For: Collier County (FL) Public Utilities Account #: 94849000 End User: Collier County (FL) Public Utilities SALES QUOTATION Created Date: 01/13/2023 Quote #: Q-121544 Quote Expires: 09/30/2023 Terms are located at: www.MuetlerSystems.com/Support Currency Type: USD Prepared by: Kathy Elder Comments & Consideration $50 minimum order, $75 non -box quantity Should you have any questions, please do not hesitate to contact Kathy -Elder Quote Line items AMI Equipment, Services and Fees PART # DESCRIPTION UNITS SALE PRICE EXTENDED NE MSW-NODE4-DC MINODE4 REPEATER -DC POLE MNT 1 1,297.84 1,297.8 MS -CELLULAR NETWORK CELLULAR COLLECTOR 1 551.24 551.2 MS-G-M-YR-MHUB MAINTENANCE RADIO YEARLY MAINT 1 491.40 491.4 MS-H-M-YR MI.TECH HHIINSTALL MAINT-YR 1 708.74 708.7 MS-G-M-YR MLHUB COLLECTOR MAINT 1 1,501.15 1,501.1 MSW-NODE4-AC MINODE4 REPEATER -AC 1 2,123.95 2,123.9 MS-MNC-V4-AC-AT1 MINET COLLECTOR,V4,AC,ATT,M1 1 11.885.77 11,885.7 MS-T-TRAIN-DAY SOFTWARE TRAINING - PER DAY 1 2,460.00 2,460.0 PROJECT-MGMT PROJECT MANAGEMENT FEES 1 151.44 151.4 LABOR-COLLECTORI UTILITY OWNED TANK 1 4,724.93 4,724.9 LABOR -CO LLECTOR 2 UTILITY OWNED TANK>150' 1 7,087.39 7,087.3 LABOR-COLLECTOR3 PRIVATE COMM TOWER 1 11.812.32 11,812.3 LABOR-COLLECTOR4 PRIVATE COMM TOWER 5150' 1 16.537.25 16,537.2 PART # DESCRIPTION UNITS SALE PRICE EXTENDED NE LABOR -COLLECTORS UTILITY ASSET 1 3,452.83 3,452.8 LABOR-COLLECTOR6 MSSUPPLIED POLE25'ORSMALLER 1 3,543.70 3,543.7 LABOR-COLLECTOR7 MS SUPPLIED POLE 25.1' TO 55' 1 8,268.62 8,268.E LABOR-REPEATERI DC XR WITH POLE SET 1 1,472.75 1,472.7 LABOR-REPEATER2 DC XR ON STREET SIGN 1 75.06 75,C LABOR-REPEATER3 DC XR ON UTILITY ASSET 1 859.50 859.E MS-MNMTOOL MINODE M INSTALL TOOL 1 749,83 749.8 MS-MNMTOOL-KIT HOT ROD MINI (EXPORT&INSTALL) 1 1,216.97 1,216.9 MSW-S-PH-ALL-40K MIHOST 30,001-40K 1 3.03 3.0 MSW-LW-PH-ALL-100K LW SRVC UPTO 100K ENDPOINTS 1 2.00 27 AM] Equipment, Services and Fees SUBTOTAL: USD 80,977.E Nn Packet Pg. 550 16.C.4.b Meters and Registers with Nicor Connectors PART # DESCRIPTION UNITS SALE PRICE EXTENDED NE VEGB223N 518X314,420B,BB,ME8,SG,5'NIC 1 125.00 125.0 VEHB223N 314 435B,BB,ME8,SG,5'NICOR 1 138.00 138.0 VFKB223N 1"452B,BB,ME8,SG,5'NICOR 1 189,00 189.0 GWESG3N0-420 518 420 SG ME8 VNIC 5.806 1 86.90 86.9 GWFSG3N0-435 314" 435 SG ME8 5'NIC 3.285 1 86,90 86.9 GWESG3N0-452 1" 452 SG ME8 5'NIC 1.178 1 86.90 86.9 GWESG3N0-562 1.5" 562 SG ME8 5'NIC 6.400 1 86.90 86.9 Q9NS20355 MVR100,FE,STD,B9,SG,TRL6,5'N 1 435.39 435.3 09NS20355RCM MVR100,FE,S,BB,SG,TRL6,5'N RCM 1 425.00 425.0 Q9PS20355 MVR160SI,FE,STD,BB,SGTRL6,5'N 1 567.90 567.9 Q9PS20355RCM MVR160SIFE STD BB TRL6SG 5' NI 1 494.00 494.0 Meters and Registers with Nicor Connectors SUBTOTAL: Mi.Node M and Mi.Node Endpoints with Nicor and TTL USD 2,721.8 PART # DESCRIPTION UNITS SALE PRICE EXTENDED NE MSW- NOD E5-1P-05 MINE;T-M W/5'NICOR 1 107.27 107.2 PART # DESCRIPTION UNITS SALE PRICE EXTENDED NE MSW-NODE6-1 P-05 MINODE 6 W/5'NICOR 1 107.27 107.2 MS-TTL-A THRU THE LID ANTENNA ASSEMBLY 1 14.75 14.7 MS-TTL-H MLNET TTL ANTENNA HANGER 1 5.05 5.0 MI.Node M and Mi.Node Endpoints with Nicor and TTL SUBTOTAL: USD 234.2 AMR Equipment and Fees PART # DESCRIPTION UNITS SALE PRICE EXTENDED NE MS-MNMMAINT- TRANSCVER MOBILE TRANSCEIVER YRLY MAINT 1 1,574.98 1,574.E AHRMOBILE-SW-SUITE EZREADER MOBILE SOFTWARE SUITE 1 3,046.22 3,046.2 IAEZMAINT-SW-70K EZ YR MAINT (60-70K) 1 6,449.83 6,449.E MS-MNMMOBILE-HW-KIT MINETM MOBILE TRANSCEIVER KIT 1 7,815.82 7,815.E AMR Equipment and Fees SUBTOTAL; USD 18,886.E AMI Only Endpoints and Equipment PART # DESCRIPTION UNITS SALE PRICE EXTENDED NE MS-G4-MHUB MIET+MAINT RADIO 1 3,483.12 3,483.1 MSW-NODE B-LW-1P-05 MINODE6 WATER MIU, LORA, 5' NI 1 107,27 107.E MS-H4-RADIO-V2 INSTALL RADIO V2 1 2,463.30 2,463.12 Graup7 CIS Interface AMI Only Endpoints and Equipment SUBTOTAL: USD 6,053.E PART # DESCRIPTION UNITS SALE PRICE EXTENDED NE MS-T-CIS-FILE CIS FILE INTERFACE 1 11,875.00 11,875.0 MS-T-CIS-FTP FILE TRANSFER PROTOCOL 1 4,452,00 4,452,( Group7 SUBTOTAL: USD 16,327.0 rA Q... Packet Pg. 551 16.C.4.b Exhibit B: Amended and Restated Master Agreement L d c �a �a m L d Cd G U f0 E O 3 Q L O C w E d L Q Q Q 3 Z M O N N ti t0 Co LO N Cn Z M O N N C d E t V R a Packet Pg. 552 16.C.4.b EXHIBIT B AMENDED AND RESTATED MASTER USE AGREEMENT THIS AMENDED AND RESTATED MASTER USE AGREEMENT (this "Agreement") is entered into this day of , 2023 between MUELLER SYSTEMS, LLC, a Delaware limited liability corporation having its principal offices at 10210 Statesville Blvd, Cleveland, North Carolina 27013 (referred to in this Agreement as "Mueller Systems" or "Provider"), and Collier County, a political subdivision of the State of Florida (referred to in this Agreement as "Customer" or "Purchaser"). This Agreement replaces and supersedes the Mueller Systems Master Use Agreement entered into by Mueller Systems and Customer on March 24, 2020, and governs the Customer's own use and prohibits the resale of, as applicable, Mueller Systems Equipment, Software, Documentation and other items related to advanced metrology infrastructure systems that Customer purchases from Mueller Systems. This Master Agreement is attached as Exhibit B to the 22-013-NS Supply Agreement for Automatic Meter Reading (the "Supply Agreement"). In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the Supply Agreement between the Parties, and terms and conditions of any other agreement or document between the Parties, the terms and conditions of this Agreement shall govern and control and the conflicting or inconsistent terms and conditions are hereby rejected. In consideration of the mutual obligations set forth in this Agreement, Customer and Mueller Systems agree as follows: DEFINITIONS a. "Content" means the information developed or legally acquired by Customer which may be used in connection with or accessed by any module of the Software. b. "Documentation" means Mueller Systems' user guides, reference manuals, and installation materials provided by Ferguson to Customer related to the Software and Equipment. C. "Equipment" means Mueller Systems' components, devices, products, equipment and related items purchased by Customer as identified in Appendix A. d. "Services" means activities related to deployment and installation services, repair services, hosting services and technical support/maintenance services as identified in Appendix B. e. "Software" means the object code versions of Mueller Systems' software identified in Appendix A, together with all subsequent authorized updates, replacements, modifications or enhancements. 2. SOFTWARE a. Software on Equipment License. For Equipment purchased by Customer Mueller Systems hereby grants Customer a limited, non-exclusive, non-sublicensable, non -transferable, perpetual, irrevocable license to use and execute the Software embedded in the Equipment for its internal business purposes in connection with such Equipment {"Firmware"). b. Online Software Access. Subject to the teems of this Agreement and the payment of the fees specified in Section 6a herein, Mueller Systems grants to Customer, for its internal business purposes and during the tern of this agreement, a limited, non-exclusive, non -sub licensable, non -transferable right to access and use and make available to Customer's utility users, as applicable, and/or employees the online, hosted Software specified herein. C. Restrictions. Except as specifically and expressly permitted in writing by Mueller Systems, Customer shall not (i) violate any restriction set forth in this Agreement; (ii) modify, translate, de -compile, reverse compile, disassemble, or create or attempt to create, by reverse engineering or otherwise, the source rAQ Packet Pg. 553 16.C.4.b code from the object code of the Software; (iii) adapt the Software in any way for use to create a derivative work; (iv) include or combine the Software in or with any other software; or (v) use the Software to provide processing services to third parties or on a service bureau basis. Except as expressly permitted in this Agreement, Customer may not copy the Software other than to make one machine readable copy for disaster recovery or archival purposes. Customer may only make copies of Documentation as reasonably necessary For the use contemplated herein and with proper inclusion of Mueller Systems' copyright notices. d. Ownership. This Agreement does not grant to Customer any ownership interest in the Software or Documentation. Customer has a license to use the Software and Documentation as provided in this Agreement. Customer hereby agrees and acknowledges that Mueller Systems owns all right, title, and interest in the Software and Documentation, and Customer will not contest those rights or engage in any conduct contrary to those rights. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from the Software and Documentation made by or at the direction of Customer shall be owned solely and exclusively by Mueller Systems, as shall all patent rights, copyrights, trade secret rights, trademark rights and all other proprietary rights, worldwide. e. Reservation. The parties reserve all rights not specifically granted under this Agreement. EQUIPMENT In consideration of the fees set forth in Appendix D of this Agreement. 4. SERVICES In consideration of the fees set forth in Appendix D of this Agreement, Mueller - Systems will provide to the Customer the Services identified in Appendix B. 5. CONFIDENTIALITY The Software, Equipment and Documentation, including any ideas, concepts, know-how and technology contained therein, shall be considered the proprietary and confidential information of Mueller Systems and, as such, shall be subject to the confidentiality provisions of this Agreement. If a separate, written non -disclosure agreement exists between Mueller Systems and Customer, such agreement will control and will apply according to its terms and conditions to all confidential information the parties exchange with each other. If no separate, written non -disclosure agreement exists between Mueller Systems and Customer, the terms listed in Appendix C will apply to the confidential information the parties exchange with each other. Confidentiality of information contained in this Agreement and any existing separate, written non -disclosure agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. 6. FEES AND PAYMENT Software Fees. Customer shall pay the Software fees set forth in Appendix D of this Agreement. b. Equipment Fees. Customer shall pay the Equipment fees set forth in Appendix D of this Agreement. Title to the Equipment, except the Software and Documentation that are subject to licenses provided in this Agreement, passes from Mueller Systems to Customer upon receipt of the Equipment. C. Service Fees. Customer shall pay the Service fees set forth in Appendix D of this Agreement. d. Taxes. All prices and fees are in U.S. dollars unless otherwise specified. All amounts payable under this Agreement are exclusive of all sales, use, value-added, excise, property, withholding, and other taxes and duties. Customer will pay all taxes and duties assessed by any authority in connection with this Agreement and with Customer's performance hereunder. This provision does not apply to any taxes for which Customer is exempt, provided Customer has furnished a valid tax exemption certificate. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption 985-801596653I C-1 ("Exemption"). In the event the Exemption does not apply to Products or Services provided hereunder, Customer will promptly reimburse Ferguson for any and all taxes or duties that are required to be paid in connection with this Agreement or its performance. CAO Packet Pg. 554 16.C.4.b C. Payment. Unless provided otherwise herein, Customer agrees to pay those amounts specified in Appendix D, upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section 218.74, Fla, Stat. All payments made under this Agreement shall be nonrefundable, except as specifically provided otherwise in this Agreement. 7. TERM; TERMINATION a. Term. The initial term of this Agreement is five (5) years commencing upon the date of Agreement No. 22-013-NS is executed. This Agreement is renewable by the Parties under all of the then - current standard tentns and conditions for additional successive five (5) year period at the then -current prices for the Equipment, Software and Services with at least thirty (30) days written notice prior to the expiration of the initial term. Any annual adjustment of pricing of Equipment, Software or Services shall be as stated in Supply Agreement for Automatic Meter Reading No. 22-013-NS in Exhibit A. b. Termination for Breach. If either patty breaches this Agreement, and such breach is not cured within ten (10) days of the breach, after receiving written notice, the non -breaching party may terminate this Agreement, including all licenses provided herein, effective upon written notice to the other party. The County shall be the sole judge of non-performance. c. Termination for Convenience. The County may terminate this Agreement for convenience with a thirty (30) day written notice. d. Effect of Termination. Termination of this Agreement shall have the effect designated in Appendix B. e. Non -Exclusive Remedy. Termination of this Agreement or any license granted hereunder shall not limit the remedies otherwise available to either party, including injunctive relief. f. Survival. Unless otherwise stated herein, any provision that, by its nature or terms, is intended to survive the expiration or termination of this Agreement, will survive. 8. LIMITED WARRANTIES; REMEDIES a. Software. Subject to the exclusions herein, including those in Appendix ndix A, Mueller Systems warrants that commencing from the date of shipment or provision to Customer and continuing for the period set forth in Appendix A (the "Warranty Period"), (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software will perform substantially in conformance with the applicable Documentation provided to Customer. Mueller Systems does not warrant that the Software will operate in combinations with other software, except as specified in the Documentation, that the Software will meet the Customer's requirements or that the operation of the Software will be uninterrupted or error -free. Customer assumes responsibility for taking adequate precautions against damages which could be caused by defects, interruptions or malfunctions in the Software or the hardware on which it is installed. Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the Software warranties set forth above shall be, at Mueller Systems' option, to either (x) repair or replace any Software containing an error or condition which is reported by Customer in writing to Mueller Systems which causes the Software not to conform with the warranty set forth herein; or (y) refund a pro- rated amount paid by Customer and terminate this Agreement and ail licenses provided herein. b. Services. Mueller Systems warrants that all services provided to Customer under this Agreement shall be performed in a workmanlike manner. Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the Service warranties set forth above shall be the re -performance of the applicable non -conforming Service. C. Equipment. Subject to the exclusions herein, including those in Appendix A, Mueller Systems warrants to Customer that the Equipment will comply with provided specifications for the periods specified CAO Packet Pg. 555 16.C.4.b in Appendix A. Claims under this Section will be considered if submitted to Mueller Systems within sixty (60) days following the discovery of any noncompliant Equipment covered by this Agreement and provided Mueller Systems or its agents are permitted a commercially reasonable opportunity to examine and analyze the Equipment claimed to be noncompliant. Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the Equipment warranties set forth herein, at Mueller Systems' option, is repair or replacement of any Equipment found noncompliant, subject to the terns and conditions herein, during the applicable warranty period after such Equipment is properly packaged and returned prepaid to Mueller Systems' designated service center. d. Costs. Any and all costs associated with uninstalling and shipping noncompliant Equipment and Software and installing replacement Equipment and Software will be the responsibility of Customer. e. Exclusions. The warranties provided by Mueller Systems shall not apply to Equipment and/or Software which: (i) have been altered, except with the express written consent, permission or instruction of Mueller Systems, (ii) have been used in conjunction with another product resulting in the defect, except for those third party products specifically approved by Mueller Systems, (iii) were other than the most current version of the Software (but only to the extent that any failure of the Software would have been avoided by the use of the most current version), (iv) have been damaged by improper environment, abuse, misuse, accident, negligence, act of God, excessive operating conditions, or unauthorized attachments or modifications, (v) have not been properly installed and operated in accordance with the Documentation, or as otherwise instructed by Mueller Systems, or (vi) any other exclusion set forth in any Appendix hereto. f. DISCLAIMERS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES AND REMEDIES STATED ABOVE ARE EXCLUSIVE AND NO OTHER WARRANTIES OR REMEDIES EXPRESS, IMPLIED OR STATUTORY, APPLY TO THE DOCUMENTATION, THE SOFTWARE, THE EQUIPMENT OR ANY SERVICES PURCHASED BY CUSTOMER AND REFERENCED IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR PERFORMANCE, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH MUELLER SYSTEMS EXPRESSLY DISCLAIMS. 9. INDEMNIFICATION, Mueller Systems will indemnify and defend Customer from any third party claim that the Software and Equipment infringe on another person's or company's patent, copyright or other intellectual property right as specified in this Section. This indemnity does not cover and specifically excludes (a) intellectual property rights recognized in countries and jurisdictions other than the United States, and (b) claims relating to infringement of intellectual property rights by a third party's products and software. Mueller Systems has no obligation under this Section for any claim to the extent it results from or arises out of Customer's modification of the Equipment or Software or from any combination, operation or use of the Software or Equipment with other third party products or services. Mueller Systems' duty to indemnify under this Section is contingent upon Mueller Systems receiving prompt notice of a claim and Mueller Systems' right to solely control resolution of a claim. Customer's sole remedy for an indemnified claim under this Section is as follows: Mueller Systems will, at its expense and in its discretion either (a) resolve the claim in a way that permits Customer's continued ownership and use of the affected Software and Equipment, (b) provide a comparable, non-infi•inging replacement at no cost to Customer, or (c) accept return of the Software and Equipment, provide a reasonable depreciated refund and terminate this Agreement and all licenses herein. This Section is the exclusive statement of Mueller Systems' liability and responsibility for indemnifying Customer for infringement of intellectual property rights. 10. LIMITATION OF LIABILITY. a. MUELLER SYSTEMS' MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE TOTAL AMOUNT PAID FOR THE SOFTWARE, SERVICES, AND EQUIPMENT IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS AND WILL UNDER NO CIRCUMSTANCE EXCEED THE AMOUNT PAID BY CUSTOMER IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS FOR THE SOFTWARE, SERVICES AND EQUIPMENT PURCHASED BY CUSTOMER. CAO Packet Pg. 556 16.C.4.b Some states do not allow the limitation and/or exclusion of liability for incidental or consequential damages, so the above limitation may not apply. b. The provisions of this Agreement allocate the risks between Customer and Mueller Systems, Mueller Systems' pricing reflects this allocation of risk and the limitations of liability specified herein. 11. NOTICE. All notices required to be given hereunder shall be in writing. Notice shall be considered delivered and effective upon receipt when sent by registered or certified mail, return receipt requested, addressed to the parties as set forth above. Either party, upon written notice, may change any name or address to which future notice shall be sent. 12. GENERAL, The Software will not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction. The rights and obligations of this Agreement are personal rights granted to the Customer only. The Customer may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. Any such purported transfer or assignment shall be null and void. Mueller Systems will be free of liability to the Customer where Mueller Systems is prevented from executing its obligations under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable. Any modification or amendment to any of the provisions of this Agreement will be in writing and signed by an authorized officer of each party. This Agreement does not create or imply any relationship in agency or partnership between the parties. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. The validity of this Agreement and the rights, obligations, and relationship of the parties resulting from same will be interpreted and determined in accordance with the law of the State of Florida, and applicable federal law, without regard to its choice of law provisions. Venue of any action seeking to enforce the terms of this Agreement shall be within the State and federal courts in and for Collier County, Florida. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the international Sale of Goods and the Uniform Computer Information Transactions Act. If any provision of this Agreement is contrary to and in violation of any applicable law, such provision will be considered null and void to the extent that it is contrary to such law, but all other provisions will remain in effect. The waiver or failure of either party to exercise any right herein shall not be deemed a waiver of any further right hereunder. This Agreement, along with the #22-013-NS Supply Agreement for Automatic Meter Reading, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior and contemporary agreements, understandings, and commitments between Mueller Systems and Customer regarding the subject matter of this Agreement. [Signatures Appear on the Following Page] Packet Pg. 557 16.C.4.b EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. ATTEST: Crystal K. Kinzel, Clerk of Court & Comptroller Approved as to Form and Legality: Scott R. Teach, Deputy County Attorney Contractor's Witnesses: 4t'Aw t\)o£L- Fix' t Witness TT pe/print witness nameT Second Witness IbY �vD�l LA c,L TType/print witness nameT CUSTOMER: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS LI-A Rick LoCastro, Chairman CONTRACTOR: MUELLER SYSTEMS, LLC By: - i:�,: Signature E(LLC 5T)9--C E`1 ---- TType/print signature and titleT cf� Packet Pg. 558 16.C.4.b Appendix A Product Warranty Statement I. Limited Warranty. Mueller Systems, LLC ("Mueller") warrants that, for the duration of the Warranty Period (defined below): (a) each Mueller product purchased ("Product") will be free from defects in materials and workmanship under normal use, installation and service conditions; (b) the media on which any Software is furnished will be free of defects in materials and workmanship under normal use; and (c) any such Software will substantially conform to the applicable published Mueller functional specifications for such Software. Products will have a warranty period of the greater of (i) one (1) year from date of shipment or (ii) the applicable warranty period for a specific Product stated below in Section 6 ("Warranty Period"). 2. Exclusive Remedy. Mueller will, at its option, either repair or replace a Product that is in breach of the foregoing warranty during the Warranty Period if Purchaser reports the breach to Mueller within sixty (60) days after Purchaser discovers the breach. At Mueller's request, Purchaser will ship the allegedly defective Product to a repair facility designated by Mueller at Purchaser's expense and risk. If Mueller, in its sole discretion, determines that the Product breached the applicable warranty, Mueller will ship the repaired or replaced Product to Purchaser at Mueller's expense and risk. If Mueller determines that it is unable to repair or replace such Product, it will, at Mueller's sole discretion provide a cash or credit refund to Purchaser. If Mueller repairs or replaces any such defective Product, the Warranty Period for the repaired or replaced Product will continue for the longer of (i) thirty (30) days, or (ii) the remainder of the original Warranty Period. Mueller's warranty is subject to exclusions, as set forth in Section 3, This Section 2 sets forth Mueller's entire liability, and the Purchaser's exclusive remedy, for any alleged breach of warranty for any Products. 3. Exclusions. Mueller has no obligation under this Product Warranty Statement if (a) a Product has been subject to misuse, neglect or accident or has been damaged through abuse, alternation, installation or application inconsistent with AWWA guidelines or Mueller specifications, including but not limited to Mueller propagation studies, failure to follow Mueller's operation or maintenance instructions or negligence in transportation, handling, or storage, or repaired by anyone other than Mueller or its authorized personnel, (b) with respect to software, there has been a change to the software's operating environment not made or authorized by Mueller or if Purchaser fails to install any correction or enhancement provided by Mueller, or if a virus is introduced through no fault of Mueller, or (c) if any Product fails to satisfy the applicable warranty as a result of any force majeure event. Mueller's Product Return process can be found at www.muellersystemsreturns.eom . 4. Important }Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MUELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON - INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD, 5. Limitation on Liability. Mueller has no liability with respect to damage or destruction of property or the personal injury or death of persons resulting from defects in Products or from improper installation, use, maintenance or operation of any Products. fit all cases, Mueller's liability shall not exceed the total amount paid by Purchaser for the Products. 6. Product Warranties. The following provisions in this Section 6 modify [lie limited warranty in Section I with respect to the specific Products identified below: AO Packet Pg. 559 16.C.4.b AT rACH,IIEN'r A Automated Meter Reading (AMR) / Advanced Metering Infrastructure (AMI) Products Product Description Warranty Period AMR / AM] Software These items of Software will One (1) year from date of shipment to Purchaser. perform in accordance with Mueller's published specifications for the duration of the Warranty Period. AMR / AM] Hardware — During the Warranty Period, these One (1) year from date of shipment to Purchaser. unless otherwise expressly Products will be free from defects specified herein in materials and workmanship. AMR / AMI Radio Modules — During the Warranty Period, these Ten (10) years from date of shipment to Purchaser. AMI water module endpoints Products will be free from defects in materials and workmanship, Additionally, the unit is covered by a prorated and AMR water module warranty for years eleven (11) through fifteen (15) at endpoints a fifty -percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty -five -percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Encoder Register Products, During the Warranty Period, these Ten (10) years from date of shipment to Purchaser. Wall Pads and Pit Pads. Products will be free from defects Additionally, the unit is covered by a prorated in materials and workmanship. warranty for years eleven (11) through fifteen (15) at a fifty -percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty -five -percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Water Metering Products Product Description Warranty Period All Meter Products not During the Warranty Period, these One (1) year from date of shipment to Purchaser. otherwise specified herein Products will be free from defects in materials and workmanship. Remote Disconnect Meters During the Warranty Period, these Five (5) year warranty or two -thousand (2,000) (RDM) valve and solenoid Products will be free from defects actuations of the valve, whichever comes first, from assembly in materials and workmanship. the date of shipment to Purchaser. Maineases for the above listed During the Warranty Period, these Fifteen (15) years from date of shipment to Purchaser. mechanical meters Products will be free from defects in materials and workmanship. L d in c m L 4) m v E 0 Q L d E d m L Q 0. a 0 to Co z M O N N CAO Packet Pg. 560 16.C.4.b Standard registers for the above During the Warranty Period, these Ten (10) years from date of shipment to Purchaser. listed mechanical meters Products will be free from defects in materials and workmanship. 518" — Five (5) years from the date of shipment to Purchaser or the registration of 500,000 U.S. gallons, whichever comes first; 3/4" — Five (5) years from the date of shipment to Purchaser or the registration of 750,000 U.S. gallons, whichever comes first; I" — Five (5) years from the date of shipment to AWWA' New Meter Accuracy Purchaser or the registration of 1,000,000 U.S. gallons, whichever comes first; 1- 1/2" —Two (2) years from the date of shipment to Purchaser or the registration of 1,600,000 U.S. gallons, whichever comes first; 2" — Two (2) years from the date of shipment to Purchaser or the registration of 2,700,000 U.S. gallons, whichever comes first. Models 400 and 500 Series 5/8" — Fifteen (15) years from the date of shipment to Meters Purchaser or the registration of 1,500,000 U.S. gallons, whichever comes first; 3/4"— Fifteen (15) years from the date of shipment to Purchaser or the registration of 2,250,000 U.S. gallons, whichever comes first; 1" — Fifteen (15) years from the date of shipment to AWWA Repaired Meter Accuracy Purchaser or the registration of 3,000,000 U.S. gallons, (AWWA M6 Manual) whichever comes first; 1-1/2"--Ten (10) years from the date of shipment to Purchaser or the registration of 5,000,000 U.S. gallons, whichever comes first; 2" — Ten (10) years from the date of shipment to Purchaser or the registration of 8,000,000 U.S. gallons, whichever comes first. Model HbMAG During the Warranty Period, these Two (2) years from date of shipment to Purchaser. electromagnetic cold water Products will be free from defects meters in materials and workmanship. Solid State Meters During the Warranty Period (ten (10) years from date of shipment to Purchaser) these Products will meet or exceed accuracy of */- 1.5% between the specified minimum flow rate to the specified maximum for the following sizes: 5/8" Meter 0.1 gpm to 20 gpm 5/8" x %", 1/4" Short, and Lang Meter 0.1 to 30 gpnt 1" Meter 0.4 to 55 gpm I %:" Meter 0.25 to 100 gpm 2" Meter 1.5 to 160 gpm ' American Water Works Association ("AWWA") L m d 0 in a� c ra m Lm (D 2 E 0 Q L d E 0 0 `a� Q a CL 0 CO CO Z M 0 N N ti m CO LO N d C a� to L 0 C a) LI m m I C am E m ar a� a to Z M r O N N C d E t V Q CAO Packet Pg. 561 16.C.4.b Appendix B Services Software Services and Support Obligations a. "Update" to the Software means a subsequent release of the Software that Provider makes generally available to its current customers for the Software. Updates include changes and corrections to the Software as are required to keep the Software in substantial conformance with the applicable Documentation and that are created by Provider as corrections for defects in the Software. Updates shall not include any release, option or future product that Provider licenses separately. Provider shall in its sole discretion determine the nature, content, timing and release of any Updates. b. Web -based support, consisting of information on the most current release of the Software through Provider's web site. C. Phone support in the form of advice and counsel via telephone regarding Customer's use of the most current release of the Software, as well as Customer's connectivity and ability to access Content. Phone Support is provided from 8:00 AM to 7:00 PM Eastern Time, Monday through Thursday and 8:00 AM to 5:00 PM Eastern Time on Fridays. All hours and days exclude recognized U.S. holidays observed by Mueller Systems. 2. Software Hosting Services a. Except as specifically permitted in this Agreement, Customer shall have web -based access to the Software hosted by Provider pursuant to this Agreement. b. Provider shall provide Customer with access and related hosting services to the Software installed on Provider's servers. Provider will also install the Content provided by Customer. Provider will define the appropriate performance specifications and will host the server at a Provider's location. Provider will monitor and perform routine maintenance on the server, and if the server is not operating properly, will make a good faith effort to operate Customer's system on a backup server, if available. Access to Customer's server is restricted to authorized Provider information technology and support personnel only. Differential and full server backups are performed when reasonably practicable. C. Customer shall be responsible for installing, operating and maintaining the equipment, software, and/or facilities at Customer location recommended by Provider for effective access to and use of the Software installed on Mueller Systems server. Customer shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment at Customer's location necessary for accessing the Software. d. Upon termination, for any reason, of the Agreement or any license(s) granted herein, Provider shall immediately cease providing access to the Software and Hosting Services. Customer shall (i) immediately stop access and use of all such Provider confidential information (including Software); (ii) shall return all copies of the Software, Documentation, and any Provider confidential information to Provider; and (iii) delete all Software, Documentation, and other confidential information off of any and all storage media possessed or controlled by Customer. Customer shall provide Provider with written certification signed by an officer of Customer that Customer has complied with the provisions of this Section. Customer shall pay all amounts due, upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. CAS Packet Pg. 562 16.C.4.b Appendix C Confidential Information For purposes of this Attachment, "party" or "parties" shall mean Provider and Customer, including their respective subsidiaries and affiliates who are providing information under this Agreement. The parties agree to maintain confidential information as follows: Definition of Confidential Information. The parties understand and agree that confidential information is any and all current and future Equipment, Documentation and/or Software information, roadmap, technical or financial information, customer names, addresses and related data, contracts, practices, procedures and other business information, including software reports, strategies, plans, documents, drawings, machines, tools, models, patent disclosures, samples, materials and requests for proposals that may be disclosed between the parties, whether written, oral, electronic or otherwise, however and wherever acquired ("Confidential Information"). Confidential Information excludes any information which would otherwise fall in the definitions above, but which was (a) known to the recipient of the information ("Recipient") before receipt from the disclosing party; (b) publicly available through no fault of Recipient; (c) rightly received by Recipient from a third party without a duty of confidentiality; (d) disclosed by disclosing party to a third party without a duty of confidentiality on the third party; (e) independently developed by Recipient without breach of this or any other confidentiality agreement; or (f) disclosed by Recipient after prior written approval fi•otn the disclosing party. 2. Obligations of Confidentiality and Remedies. Recipient agrees to protect the disclosing party's Confidential Information with the same degree of care, but no less than a reasonable degree of care, as Recipient uses with respect to its own Confidential Information. Neither party has any obligation to exchange Confidential Information. Both parties acknowledge and agree that the disclosure of the other parry's Confidential Information could cause irreparable harm. Therefore, an injured party is entitled to applicable equitable relief, including injunctions, in addition to other remedies, for such wrongful disclosure of Confidential Information. In addition, disclosure of Confidential Information required by a government body or court of law is not a violation of this Section if the Recipient gives prompt notice of the required disclosure to the disclosing party. 3. Term of Confidentiality Obligations. Recipient's duty to protect Confidential Information expires three (3) years from the date of disclosure of the particular Confidential Information. 4. No Warranties on Confidential Information. Neither party warrants or guarantees the accuracy of any Confidential Information transferred between the parties. 5. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. CA4 Packet Pg. 563 16.C.4.b Appendix D Please refer to Exhibit A — Fees, of Agreement #22-013-NS Supply Agreement for Automatic Meter Reading between Mueller Systems and Customer. CAC Packet Pg. 564 16. C.4.c GENERAL SERVICE AGREEMENT (NON -SOLICITATION) # 19-057-NS for AUTOMATIC METER READING SYSTEM THIS AGREEMENT, made and entered into on this (94 day of J)QQj[J) 20PV by and between Ferguson Enterprises, LLC d/b/a Ferguson Waterworks authorized to do business in the State of Florida, whose business address is 3801 Prospect Avenue, Naples, Florida 34104 (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a five (5 ) year period, commencing Fol upon the date of Board approval and terminating on five (5 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1 ) additional five (5 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a INI Purchase Order ❑ STATEMENT OF WORK. The Contractor shall provide services/products in accordance with the terms and conditions of this Agreement, ❑ attached to this Agreement FEJ Exhibit B — Fee Schedule, W Exhibit C — Mueller Svstems Master Use Agreement & Committement Agreement attached to this Agreement and made an integral part of this Agreement. Services/products acquired through this Agreement have been authorized through the approval of a ❑ , ❑ , n Exemption from the Competitive Process, ❑ QtheFi Page 1 of 17 General Service Agreement Non -Solicitation 112017-004 (Ver.2) 0 Packet Pg. 565 16. C.4.c 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. 0 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". _ _ _ - - ■ _ _ 4.1 Price Methodology (as selected below): z L0 0 a� 1 T C !_ Page 2 of 17 General Service Agreement Non -Solicitation 42017-004 (Ver.2) v R Q CAO Packet Pg. 566 16. C.4.c RON 44, 0 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. - - - -HIM- - 21, _ Page 3 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) CAO Packet Pg. 567 16. C.4.c 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: Ferguson Enterprises LLC dba Ferguson Waterworks Address: 12500 Jefferson Ave Newport News, VA 23602 Authorized Agent: William S. Brundage Attention Name & Title: JoDerek Adams, Outside Sales Rep Telephone: (239) 433-0555 or (239) 280-8219 E-Mail(s): JoDerek.Adams@ferguson.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Joseph Bellone Division Name: Public Utilities Operations Support Address: 3339 Tamiami Trail East, Suite 302 Naples, Florida 34112 Administrative Agent/PM: Jesse Komorny, Manager -Meter Services Telephone: (239) 252-2173 E-Mail(s): Jesse Komorny@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the o 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 a� E Page 4 of 17 t General Service Agreement Non -Solicitation tl2017-004 (Ver.2) � Q Packet Pg. 568 16. C.4.c 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. FMJ Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $ 2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. c a� E Page 5 of 17 t General Service Agreement Non -Solicitation tl2017-004 (Ver.2) � Q OAQ Packet Pg. 569 16. C.4.c C. QQ Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $ 500,000 for each accident. D. ❑ Professional Liability: Shall be maintained by the Contractor to ensure its legal Agreement. GentfaeteF waives Its Fight ef FeGOVeFy against Geunty a6 te any GlaiM6 WAdeF cybeF wabi!jtL. GGve--- all have minimum limits Technology Errors & F. I omissions : Coverage shall have minimum limits of $1,000,000 per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. o U 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor I 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 LL Agreement by Contractor, any statutory or regulatory violations, or from personal injury, z property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the o Contractor or anyone employed or utilized by the Contractor in the performance of this T E Page 6 of 17 t General Service Agreement Non -Solicitation #2017-004 (Ver.2) v R Q 9- Packet Pg. 570 16. C.4.c Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities Fiscal Operations 15, CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: ❑ , MInsurance Certificate(s), ❑ €.#i.it ,A. Seepe-e# Sewiees, ❑E Exhibit B Fee Schedule, ❑ subsequent quotes, and On Exhibit C /qf m r : Mueller Systems Master Use Agreement & Committment Agreement 17. APPLICABILITY. Sections corresponding to any checked box (W expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between The parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. c a� E Page 7 of 17 t General Service Agreement Non -Solicitation 42017-004 (Ver.2) Q CAO Packet Pg. 571 16. C.4.c 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, 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. c a� E Page 8of17 t General Service Agreement Non -Solicitation #2017-004 (Ver.2) Q CAO Packet Pg. 572 16. C.4.c If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD, The County may decline to approve any Application for Payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. 0 CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER SUPERVISOR EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. FE] WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and o will be of satisfactory material and quality production, free from defects, and sufficient for o) the purpose intended. Goods shall be delivered free from any security interest or other c a) E Page 9 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver,2) Q CAO Packet Pg. 573 16. C.4.c lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Warranty periods shall be as set forth in Attachment A to the Mueller Systems Master Use Agreement. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. R 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. 0 PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due to Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. c a� E Page 10 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) Q C Packet Pg. 574 16. C.4.c 29. CHANGES IN THE WORK. The County shall have the right at any time during the J progress of the Work to increase or decrease the Work. Promptly after being notified of a N change, Contractor shall submit an estimate of any cost or time increases or savings it E foresees as a result of the change. Except in an emergency endangering life or property, y or as expressly set forth herein, no addition or changes to the Work shall be made except (nn 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. a AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or a otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. ° a� 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this .2 Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. ° 32. a DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by o this Agreement to resolve disputes between the parties, the parties shall make a good r 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 L 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 n 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 cn Contractor with full decision -making authority and by County's staff person who would (n make the presentation of any settlement reached at mediation to County's board for M approval. Should either party fail to submit to mediation as required hereunder, the other o party may obtain a court order requiring mediation under section 44.102, Fla. Stat. N 33. VENUE. Any suit or action brought by either party to this Agreement against the otherco party relating to or arising out of this Agreement must be brought in the appropriate federal N or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. r 34. c ❑ tJ c to inve6tigatiens as may be deemed neressaFy to eASUFe that Gampetent 0 Fight peFfbFm 0 a m LL z LO 0 a� T E Page 11 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) v R Q Packet Pg. 575 16. C.4.c MR 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. W 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. M. - - - - - �- - - - 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time c a� E Page 12 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) Q 9— Packet Pg. 576 16. C.4.c 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. W 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) c a� E Page 13 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) Q CAO Packet Pg. 577 16. C.4.c IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first written above by an authorized agent or person. ATTEST Crystal Klnzol, Clerk 'df Court & Comptroller By; ?`�y1 G Dated: s7 a (S�'�hdlllllall 'a fi < at0Te 0nIy. Contractor's Witnesses: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Burt L. Saunders Chairman Ferguson Enterprises, LLC dba Ferguson Waterworks Contractor By: Ponntractor"s Fir t Wit ess Signa re - e Je 4 rt S TType/print signature and titleT vneh)Pint witness nameT Second Witness witnbss name Approved.nd Legality: _Coa Print Name it k Page lA of 17 General Service Agreement Non -Solicitation 42017.004 (Ver,2) E o, a Packet Pg. 578 16. C.4.c ❑ following this page (pages F■ this exhibit is not applicable Exhibit A Scope of Services through _) Page 15 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) ra L y.i C O V I C O L d IL U) Z ti LO O CD r Q CCA Packet Pg. 5 9771 16. C.4.c FEW following this page (pages ❑ this exhibit is not applicable Exhibit B Fee Schedule through 2 ) Page 16 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) L y.i C O V i C O L (V iL U) Z ti LO O CD r d s «s Packet Pg. 580 16. C.4.c Agreement #19-057-NS Automatic Meter Reading System EXHIBIT B- FEE SCHEDULE Item Description Quantity Net Price UM Total CURRENT CONTRACT MATERIAL: 1-YEAR PRICING 1 HVOHB29294 LF 3/4 MTR BRZ BOT USG TRL6 HRHP 1 231,250 EA 231.25 2 HVOKS29294 1 PD MTR USG 6 WHL 1 262.500 EA 262.50 3 HQ9NS20394 1-1/2 MVR100 MTR W/ SI & FE 1 463.500 EA 463.50 4 HQ9PS20394 2 MVR160 MTR W/ SI & FE 1 647.500 EA 647.50 5 SP-MAIEZMAINTSW70K ANNUAL MAINTENANCE (60-70K) 1 5800.000 EA 5800.00 6 SP-AHRMOBILESWSUIT MINETM MOBILE TRANSCEIVER/EZREAD KI 1 9074,630 EA 9074.63 7 SP-MSMNMMAINTTRAN MOBILE TRANSCEIVER YEARLY MAINT 1 1450,000 EA 1450.00 8 SP-MSMNMMOBILE HWK MI NET M MOBLIE TRANSCEIVER KIT 1 7741.500 EA 7741.50 9 SP-MD35PDC/A REPLACEMENT TRANSLATOR 1 1 160.000 231.250 EA EA 160.00 231.25 10 HVOHB29294 LF 3/4 MTR BRZ BOT USG TRL6 HRHP 1 262.500 EA 262.50 11 HVOKS29294RCM LF 1 BRZ POS DSPLCMNT MTR PURP 1-1/2 MVR100 MTR W/ SI & FE PURP 1 463.550 EA 463.55 12 13 HQ9NS20394RCM HQ9PS20394RCM 2 MVR100 MTR W/ SI & FE PURP 1 647.500 EA 647.50 ADDITIONAL MATERAIL FOR AMR/AMI CONVERSION AMI, EQUIPMENT, SERVICES, FEES 14 SP-MSG4MHUB MINETM + MAINT RADIO 1 1 3450.000 1285,500 EA EA 3450.00 1285.50 15 SP-MSWNODE4DC MINODE4 REPEATER -DC POLE MOUNT 1 548.500 EA 548.50 16 17 SP-MSCELLULAR SP-MSGMYRMHUB MINET 3G BACKHAUL PER MIHUB MAINTENANCE RADIO YEARLY MAINT 1 468.000 EA 468.00 18 SP-MSHMYR MI.TECH HH/INSTALL MAINT-YEARY 1 1 702.000 1365,000 EA EA 702.00 1365.00 19 20 SP-MSGMYR SP-MSWNODE4AC MI.HUB COLLECTOR MAINT MINODE 4 REPEATER -AC 1 2103.750 EA 2103.75 21 SP-MSMNCV4ACAT1 MINET COLLECTOR V4 AC ATT 1 11772,750 7020.000 EA EA 11772.75 7020.00 22 SP-MSH4HHINSTKIT MITECH H4 HANDHELD W/INSTALL KIT 1 3.000 EA 3.00 23 24 SP-MSWSPHALL70K SP-MSTTRAINDAY MIHOST 60-70K (POINT/Y) SOFTWARE TRAINING PER DAY 1 1 2340.000 EA 2340.00 25 SP-MPROJECTMGMT PROJECT MANAGEMENT FEES 1 150,000 EA 150.00 26 SP-MLABORCOLLECTI UTILITY OWNED TANK UTILITY OWNED TANK > 150FT 1 1 4680.000 7020.000 EA EA 4680.00 7020.00 27 28 SP-MLABORCOLLECT2 SP-MLABORCOLLECT3 PRIVATE COMM TOWER 1 11700.000 EA 11700.00 29 SP-MLABORCOLLECT4 PRIVATE COMM TOWER > 150FT 1 1 16380.000 3420.000 EA EA 16380.00 3420.00 30 31 SP-MLABORCOLLECTS SP-MLABORCOLLECT6 UTILITY ASSET MS SUPPLIED POLE 25FT OR LESS 1 3510.000 EA 3510.00 32 SP-MLABORCOLLECT7 MS SUPPLIED POLE 26FT -10OFT 1 8190.000 66.750 EA EA 8190.00 66.75 33 SP-MLABORREPEATER2DC XR ON STREET SIGN 781.250 EA 781.25 34 SP-MLABORREPEATER3DC XR ON UTILITY ASSET 1458.750 EA 1458.75 35 SP-MLABORREPEATER DC XR WITH POLE SET METERS WITH NICOR CONNECTORS 36 HVOGB23N 5/8 X 3/4 LL BRZ BB MTR SSR 5' NIC 1 221.500 EA EA 221.50 252.00 37 HVOHB23N 3/4 STD LL BRZ BB MTR SSR 5' NIC 1 1 252.000 578.670 EA 578.67 38 SP-HWONB23N 1-1/2 562, BRZ, FE, SSR, 5FT NICOR 1 285.330 EA 285.33 39 40 HVOKS23N SP-HWOPB23N 1 BB MTR SSR 5' NIC 2" 572, BRZ, FE, SSR, 5FT NICOR 1 718.670 EA 718.67 41 SP-MMSWNODEA1P05 MI NODE W/NICOR AMI ONLY 1 1 106.250 106.250 EA EA 106.25 106.25 42 SP-MMSWNODE51PO5 MI NODE-M W/NICOR AMR OR AMI MTG KIT MINODE PITMOUNT 1 5.250 EA 5.25 43 MMSTTLM MI NET TTL Page 1 of 2 #19-057-NS Exhibit 13- Fee Schedule c a� E t a CAO Packet Pg. 581 16. C.4.c All pricing is subject to an annual adjustment. The price adjustment shall be based on the then -current purchase price plus the U. S. Bureau of Labor Statistics PPI Series ID; PCU334514334514 for Totalizing Fluid Meters and Counting Devices, for all proposed hardware devices (meters, endpoints, collectors, etc.); and the U. S. Bureau of Labor Statistics Producer Price Index (PPI) Series ID; PCU5182105182105 for Data processing and related services, Hosting, ASP and other IT infrastructure provisioning services for all data hosting and service fees (software hosting, backhaul fees, etc.) for the twelve month period following an adjustment and annually thereafter. Prior to any AMI deployment, upgrades, installations, or order entry, the customer and Ferguson will mutually agree to and sign a Statement of Work (SOW) document. This document will include but is not limited to an RF propagation study, project plan, endpoint acceptance plan, Integration acceptance plan, and other documents which will clearly state the quantities, areas, installation methods, and other details related to the planned AMI deployment. All new purchases will be subject to attached manufacturer's warranty and terms of sale. Page 2 of 2 #19-057-NS Exhibit B- Fee Schedule c a� E t a CAO Packet Pg. 582 16. C.4.c Description: Exhibit C Mueller Systems Master Use Agreement & Committment Agreement � following this page (pages through 14 ) ❑ this exhibit is not applicable c a) E Page 17 of 17 General Service Agreement Non -Solicitation #2017-004 (Ver.2) Q n Packet Pg. 583 16.C.4.c MUELLER SYSTEMS MASTER USE AGREEMENT VA THIS MASTER USE AGREEMENT (this "Agreement") is entered into this � day of t1iQla , 2020 between MUELLER SYSTEMS, LLC, a Delaware limited liability corporation having its principal offices at 10210 Statesville Blvd, Cleveland, North Carolina 27013 (referred to in this Agreement as "Mueller Systems" or "Provider"), and Collier County, a political subdivision of the State of Florida (referred to in this Agreement as "Customer" or {°Purchaser"). This Agreement governs the Customer's own use and prohibits the resale of, as applicable, Mueller Systems Equipment, Software, Documentation and other items related to advanced metrology infrastructure systems that Customer purchases from Mueller Systems' sole distributor in Collier County, Florida, Ferguson Enterprises, LLC d/b/a Ferguson Waterworks, a foreign limited liability company doing business at 3801 Prospect Avenue, Naples, Florida 34104 (hereafter, "Ferguson"), pursuant to Agreement Numberl9-057-NS between Customer and Ferguson. In the event of any conflict or inconsistency between the terms and conditions of this Agreement between the Patties, and terms and conditions of any other agreement or document between the Parties, the terms and conditions of this Agreement shall govern and control and the conflicting or inconsistent terms and conditions are hereby rejected. In consideration of the mutual obligations set forth in this Agreement, Customer and Mueller Systems agree as follows: 1. DEFINITIONS. a. "Content" means the information developed or legally acquired by Customer which may be used in connection with or accessed by any module of the Software. b. "Documentation" means Mueller Systems' user guides, reference manuals, and installation materials provided by Ferguson to Customer related to the Software and Equipment. C. "Equipment" means Mueller Systems' components, devices, products, equipment and related items purchased by Customer as identified in Appendix A. d. "Services" means activities related to deployment and installation services, repair services, hosting services and technical support/maintenance services as identified in Appendix B. e. "Software" means the object code versions of Mueller Systems' software identified in Appendix A, together with all subsequent authorized updates, replacements, modifications or enhancements. 2. SOFTWARE a. Software on Equipment License. For Equipment purchased by Customer Mueller Systems hereby grants Customer a limited, non-exclusive, non-sublicensable, non -transferable, perpetual, irrevocable license to use and execute the Software embedded in the Equipment for its internal business purposes in connection with such Equipment ("Firmware"). b. Online Software Access. Subject to the terms of this Agreement and the payment of the fees specified in Section 6a herein, Mueller Systems grants to Customer, for its internal business purposes and during the term of this agreement, a limited, non-exclusive, non-sublicensable, non -transferable right to access and use and make available to Customer's utility users, as applicable, and/or employees the online, hosted Software specified herein. C. Restrictions. Except as specifically and expressly permitted in writing by Mueller Systems, Customer shall not (i) violate any restriction set forth in this Agreement; (ii) modify, translate, de -compile, reverse compile, disassemble, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software; (iii) adapt the Software in any way for use to create a derivative work; (iv) include or combine the Software in or with any other software; or (v) use the Software to provide processing services to third parties or on a service bureau basis. Except as expressly permitted in this Agreement, Customer may not copy the Software other than to make one machine readable copy for disaster CAO Packet Pg. 584 16. C.4.c recovery or archival purposes. Customer may only make copies of Documentation as reasonably necessary for the use contemplated herein and with proper inclusion of Mueller Systems' copyright notices. J J d. Ownership. This Agreement does not grant to Customer any ownership interest in the Software or vi Documentation. Customer has a license to use the Software and Documentation as provided in this E Agreement. Customer hereby agrees and acknowledges that Mueller Systems owns all right, title, and 2 interest in the Software and Documentation, and Customer will not contest those rights or engage in any > conduct contrary to those rights. Any copy, modification, revision, enhancement, adaptation, translation, or (in work of or created from the Software and Documentation made by or at the direction of Customer a� shall be owned solely and exclusively by Mueller Systems, as shall all patent rights, copyrights, trade secret 3 rights, trademark rights and all other proprietary rights, worldwide. 2 e. Reservation. The parties reserve all rights not specifically granted under this Agreement. a c 3. EQUIPMENT In consideration of the fees set forth in Appendix DD of this Agreement, Ferguson will provide the Equipment identified in Appendix A. (D 4. SERVICES In consideration of the fees set forth in Appendix D of this Agreement, Mueller; Systems will provide to the Customer, as a subcontractor to Ferguson, the Services identified in Appendix W B. r 5. CONFIDENTIALITY The Software, Equipment and Documentation, including any ideas, concepts, know-how and technology contained therein, shall be considered the proprietary and confidential o information of Mueller Systems and, as such, shall be subject to the confidentiality provisions of this Q Agreement. If a separate, written non -disclosure agreement exists between Mueller Systems and Customer, L such agreement will control and will apply according to its terms and conditions to all confidential 0 information the parties exchange with each other. if no separate, written non -disclosure agreement exists between Mueller Systems and Customer, the terms listed in Appendix C will apply to the confidential m information the parties exchange with each other. Confidentiality of information contained in this Agreement y and any existing separate, written non -disclosure agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. a a 6. FEES AND PAYMENT a a. Software Fees. Customer shall pay Ferguson the Software fees set forth in Appendix D of this U) Agreement. Z b. Equipment Fees. Customer shall pay Ferguson the Equipment fees set forth in Appendix D of this A Agreement. Title to the Equipment, except the Software and Documentation that are subject to licenses c provided in this Agreement, passes from Mueller Systems to Customer upon receipt of the Equipment. N C. Service Fees. Customer shall pay Ferguson the Service fees set forth in Appendix D of this 0 0 Agreement. LO N d. Taxes. All prices and fees are in U.S. dollars unless otherwise specified. All amounts payable under this Agreement are exclusive of all sales, use, value-added, excise, property, withholding, and other M taxes and duties. Customer will pay all taxes and duties assessed by any authority in connection with this Agreement and with Customer's performance hereunder. This provision does not apply to any taxes for which U Customer is exempt, provided Customer has furnished a valid tax exemption certificate. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to 0 its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-1 N ("Exemption"). In the event the Exemption does not apply to Products or Services provided hereunder, L Customer will promptly reimburse Ferguson for any and all taxes or duties that are required to be paid in a) connection with this Agreement or its performance. y z e. Payment. Unless provided otherwise herein, Customer agrees to pay Ferguson those LO amounts specified in Appendix D, which are due as specified in Agreement # 19-057-NS between Customer o and Ferguson upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section r c a� E t a CAO Packet Pg. 585 16. C.4.c 218,74, Fla. Stat, All payments made under this Agreement shall be nonrefundable, except as specifically provided otherwise in this Agreement. J J 7, TERM; TERMINATION vi E a. Term. The initial term of this Agreement is five (5) years commencing upon the date of ar Agreement No. 19-057-NS is executed between Customer and Ferguson, This Agreement is renewable by > the Parties under all of the then -current standard terms and conditions for additional successive five (5) year can at the then -current prices for the Equipment, Software and Services with at least thirty (30) days ar written notice prior to the expiration of the initial term. Any annual adjustment of pricing of Equipment, 3 Software or Services shall be as stated in Agreement No. 19-057-NS in Exhibit B, page 2 of 2. b. Termination for Breach. If either party breaches this Agreement, and such breach is not cured a within ten (10) days of the breach, after receiving written notice, the non -breaching party may terminate this Agreement, including all licenses provided herein, effective upon written notice to the other party. ar C. Effect of Termination. Termination of this Agreement shall have the effect designated in L Appendix B. ar d. Non -Exclusive Remedy. Termination of this Agreement or any license granted hereunder shall not limit the remedies otherwise available to either party, including injunctive relief. oe, Survival. Unless otherwise stated herein, any provision that, by its nature or terms, is intended to survive the expiration or termination of this Agreement, will survive. Q L 8. LIMITED WARRANTIES; REMEDIES 0 r c a. Software. Subject to the exclusions herein, including those in Appendix A, Mueller Systems m warrants that commencing from the date of shipment orprovision to Customer and continuing for the period y set forth in Appendix A (the "Warranty Period"), (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software will perform Q substantially in conformance with the applicable Documentation provided to Customer. Mueller Systems > does not warrant that the Software will operate in combinations with other software, except as specified in a the Documentation, that the Software will meet the Customer's requirements or that the operation of the 3 Software will be uninterrupted or error -free. Customer assumes responsibility for taking adequate precautions against damages which could be caused by defects, interruptions or malfunctions in the Software or the hardware on which it is installed. Mueller Systems' entire obligation and Customer's exclusive remedy with ? respect to the Software warranties set forth above shall be, at Mueller Systems' option, to either (x) repair or replace any Software containing an error or condition which is reported by Customer in writing to Mueller c Systems which causes the Software not to conform with the warranty set forth herein; or (y) refund a pro- N rated amount paid by Customer and terminate this Agreement and all licenses provided herein. 00 b. Services. Mueller Systems warrants that all services provided to Customer under this Agreement shall be performed in a workmanlike manner. Mueller Systems' entire obligation and Customer's exclusive N remedy with respect to the Service warranties set forth above shall be the re -performance of the applicable non -conforming Service. !0 r c C. Equipment. Subject to the exclusions herein, including those in Appendix A, Mueller Systems U warrants to Customer that the Equipment will comply with provided specifications for the periods specified in Appendix A, Claims under this Section will be considered if submitted to Mueller Systems within sixty o (60) days following the discovery of any noncompliant Equipment covered by this Agreement and provided N Mueller Systems or its agents are permitted a commercially reasonable opportunity to examine and analyze L the Equipment claimed to be noncompliant. Mueller Systems' entire obligation and Customer's exclusive a) remedy with respect to the Equipment warranties set forth herein, at Mueller Systems' option, is repair or y replacement of any Equipment found noncompliant, subject to the terms and conditions herein, during the z applicable warranty period after such Equipment is properly packaged and returned prepaid to Mueller Systems' designated service center. d. Costs. Any and all costs associated with uninstalling and shipping noncompliant Equipment and r Software and installing replacement Equipment and Software will be the responsibility of Customer, E t Q CAO Packet Pg. 5 6 16. C.4.c e. Exclusions. The warranties provided by Mueller Systems shall not apply to Equipment and/or Software which: (i) have been altered, except with the express written consent, permission or instruction of Mueller Systems, (ii) have been used in conjunction with another product resulting in the defect, except for those third party products specifically approved by Mueller Systems, (iii) were other than the most current version of the Software (but only to the extent that any failure of the Software would have been avoided by the use of the most Current version), (iv) have been damaged by improper environment, abuse, misuse, accident, negligence, act of God, excessive operating conditions, or unauthorized attachments or modifications, (v) have not been properly installed and operated in accordance with the Documentation, or as otherwise instructed by Mueller Systems, or (vi) any other exclusion set forth in any Appendix hereto. f. DISCLAIMERS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES AND REMEDIES STATED ABOVE ARE EXCLUSIVE AND NO OTHER WARRANTIES OR REMEDIES EXPRESS, IMPLIED OR STATUTORY, APPLY TO THE DOCUMENTATION, THE SOFTWARE, THE EQUIPMENT OR ANY SERVICES PURCHASED BY CUSTOMER AND REFERENCED IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR PERFORMANCE, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH MUELLER SYSTEMS EXPRESSLY DISCLAIMS. 9. INDEMNIFICATION. Mueller Systems will indemnify and defend Customer from any third party claim that the Software and Equipment infringe on another person's or company's patent, copyright or other intellectual property right as specified in this Section. This indemnity does not cover and specifically excludes (a) intellectual property rights recognized in countries and jurisdictions other than the United States, and (b) claims relating to infringement of intellectual property rights by a third party's products and software. Mueller Systems has no obligation under this Section for any claim to the extent it results fiom or arises out of Customer's modification of the Equipment or Software or from any combination, operation or use of the Software or Equipment with other third party products or services. Mueller Systems' duty to indemnify under this Section is contingent upon Mueller Systems receiving prompt notice of a claim and Mueller Systems' right to solely control resolution of a claim. Customer's sole remedy for an indemnified claim under this Section is as follows: Mueller Systems will, at its expense and in its discretion either (a) resolve the claim in a way that permits Customer's continued ownership and use of the affected Software and Equipment, (b) provide a comparable, non -infringing replacement at no cost to Customer, or (c) accept return of the Software and Equipment, provide a reasonable depreciated refund and terminate this Agreement and all licenses herein. This Section is the exclusive statement of Mueller Systems' liability and responsibility for indemnifying Customer for infringement of intellectual property rights. 10. LIMITATION OF LIABILITY. a. MUELLER SYSTEMS' MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE TOTAL AMOUNT PAID FOR THE SOFTWARE, SERVICES, AND EQUIPMENT IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS AND WILL UNDER NO CIRCUMSTANCE EXCEED THE AMOUNT PAID BY CUSTOMER IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS FOR THE SOFTWARE, SERVICES AND EQUIPMENT PURCHASED BY CUSTOMER. Some states do not allow the limitation and/or exclusion of liability for incidental or consequential damages, so the above limitation may not apply. b. The provisions of this Agreement allocate the risks between Customer and Mueller Systems. Mueller Systems' pricing reflects this allocation of risk and the limitations of liability specified herein. 11. NOTICE. All notices required to be given hereunder shall be in writing. Notice shall be considered delivered and effective upon receipt when sent by registered or certified mail, return receipt requested, addressed to the parties as set forth above. Either party, upon written notice, may change any name or address to which future notice shall be sent. 12. GENERAL. The Software will not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction. The rights and obligations of this Agreement are personal rights granted to the Customer only. The Customer may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. Any such c a� E t Q P� G Packet Pg. 587 16.C.4.c purported transfer or assignment shall be null and void. Mueller Systems will be free of liability to the Customer where Mueller Systems is prevented from executing its obligations under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable. Any modification or amendment to any of the provisions of this Agreement will be in writing and signed by an authorized officer of each party. This Agreement does not create or imply any relationship in agency or partnership between the parties. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. The validity of this Agreement and the rights, obligations, and relationship of the parties resulting from same will be interpreted and determined in accordance with the law of the State of Florida, and applicable federal law, without regard to its choice of law provisions. Venue of any action seeking to enforce the terms of this Agreement shall be within the State and federal courts in and for Collier County, Florida. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. If any provision of this Agreement is contrary to and in violation of any applicable law, such provision will be considered null and void to the extent that it is contrary to such law, but all other provisions will remain in effect. The waiver or failure of either party to exercise any right herein shall not be deemed a waiver of any further right hereunder. This Agreement, along with the Agreement Committing to Sell and Supply Mueller Systems Technology to Ferguson Enterprises, LLC ("Ferguson Agreement'), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior and contemporary agreements, understandings, and commitments between Mueller Systems and Customer regarding the subject matter of this Agreement. 13. Additional Terms. Mueller Systems hereby incorporates into this Agreement the Ferguson Agreement, attached hereto. [Signatures Appear on the Following Page] U L O tJ C I O N 3 L LL CO Z ti LO O rn r Packet Pg. 588 16.C.4.c EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, ATTEST: C•ysta�X'�Mh" el,.Clerk of Court & C4) troller i 1 . 7 1 1 r)R'i CUSTOMER: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS C By. � B� rt . Saul de •s, irman Mueller Symms, LL By: First Witness/lignature - ,r L Aram u C14 a z Print Name: 14Ka Type/Print Witness a Title (/',,. ,er 4-F J Ge„e,.�er l econ ess 1 Type/Pi,hit Witness Name r.A U J J vi E a� r y L as N(D IL iv m �a E 0 a L 0 E L Q Q v) Cn z M 0 N N ti 00 LO N c a� E u Y Y Q Packet Pg. 589 jj 16.C.4.c Appendix A Product Warranty Statement 1. Limited Warranty. Mueller Systems, LLC ("Mueller") warrants that, for the duration of the Warranty Period (defined below): (a) each Mueller product purchased ("Product") will be free from defects in materials and workmanship under normal use, installation and service conditions; (b) the media on which any Software is furnished will be free of defects in materials and workmanship under normal use; and (c) any such Software will substantially conform to the applicable published Mueller functional specifications for such Software. Products will have a warranty period of the greater of (i) one (1) year from date of shipment or (ii) the applicable Warranty period for a specific Product stated below in Section 6 ("Warranty Period"). 2. Exclusive Remedy. Mueller will, at its option, either repair or replace a Product that is in breach of the foregoing warranty during the Warranty Period if Purchaser reports the breach to Mueller within sixty (60) days after Purchaser discovers the breach. At Mueller's request, Purchaser will ship the allegedly defective Product to a repair facility designated by Mueller at Purchaser's expense and risk. If Mueller, in its sole discretion, determines that the Product breached the applicable warranty, Mueller will ship the repaired or replaced Product to Purchaser at Mueller's expense and risk. If Mueller determines that it is unable to repair or replace such Product, it will, at Mueller's sole discretion provide a cash or credit refund to Purchaser. If Mueller repairs or replaces any such defective Product, the Warranty Period for the repaired or replaced Product will continue for the longer of (i) thirty (30) days, or (ii) the remainder of the original Warranty Period. Mueller's warranty is subject to exclusions, as set forth in Section 3. This Section 2 sets forth Mueller's entire liability, and the Purchaser's exclusive remedy, for any alleged breach of warranty for any Products. 3. Exclusions. Mueller has no obligation under this Product Warranty Statement if (a) a Product has been subject to misuse, neglect or accident or has been damaged through abuse, alternation, installation or application inconsistent with AWWA guidelines or Mueller specifications, including but not limited to Mueller propagation studies, failure to follow Mueller's operation or maintenance instructions or negligence in transportation, handling, or storage, or repaired by anyone other than Mueller or its authorized personnel, (b) with respect to software, there has been a change to the software's operating environment not made or authorized by Mueller or if Purchaser fails to install any correction or enhancement provided by Mueller, or if a virus is introduced through no fault of Mueller, or (c) if any Product fails to satisfy the applicable warranty as a result of any force majeure event. Mueller's Product Return process can be found at www muellersystemsreturns.conr . 4. Important Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MUELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON - INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. 5. Limitation on Liability. Mueller has no liability with respect to damage or destruction of property or the personal injury or death of persons resulting from defects in Products or from improper installation, use, maintenance or operation of any Products. In all cases, Mueller's liability shall not exceed the total amount paid by Purchaser for the Products. 6. Product Warranties. The following provisions in this Section 6 modify the limited warranty in Section I with respect to the specific Products identified below: U J J to E a� r N ' L ' m O I N c' 'a M ar 11' ar d 2 U E O a O r c d E d d L Q CL Z CO) 0 N N ti eo u-) N v M L O U C I O N 3 L U- co Z Iz. LO O rn r ++ E Packet Pg. 590 16. C.4.c ATTACHMENT A Automated Meter Reading (AMR) / Advanced Metering Infrastructure (AMI) Products Product Description Warranty Period AMR / AMI Software These items of Software will One (1) year from date of shipment to Purchaser. perform in accordance with Mueller's published specifications for the duration of the Warranty Period. AMR / AMI Hardware — During the Warranty Period, these One (1) year from date of shipment to Purchaser. unless otherwise expressly Products will be free from defects in materials and workmanship. specified herein AMR / AMI Radio Modules — During the Warranty Period, these Ten (10) years from date of shipment to Purchaser. AMI water module endpoints Products will be free from defects in materials and workmanship. Additionally,the unit is covered b a prorated y and AMR water module warranty for years eleven (11) through fifteen (15) at endpoints a fifty -percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty -five -percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Encoder Register Products, During the Warranty Period, these Ten (10) years from date of shipment to Purchaser. Wall Pads and Pit Pads. Products will be free from defects Additionally, the unit is covered by a prorated in materials and workmanship. warranty for years eleven (11) through fifteen (15) at a fifty -percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty -five -percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Water Metering Products Product Description Warranty Period All Meter Products not During the Warranty Period, these One (1) year from date of shipment to Purchaser. otherwise specified herein Products will be free from defects in materials and workmanship. Remote Disconnect Meters During the Warranty Period, these Five (5) year warranty or two -thousand (2,000) (RDM) valve and solenoid Products will be free from defects actuations of the valve, whichever comes first, from assembly in materials and workmanship. the date of shipment to Purchaser. During the Warranty Period, these Fifteen (15) years from date of shipment to Purchaser, Maincases for the above listed Products wilt be free from defects in mechanical meters materials and workmanship. During the Warranty Period, these Ten (10) years from date of shipment to Purchaser. Standard registers for the above Products will be free from defects in listed mechanical meters materials and workmanship. c 0 E t Q Cp�O Packet Pg. 591 16. C.4.c 5/8" — Five (5) years from the date of shipment to Purchaser or the registration of 500,000 U.S. gallons, whichever comes first; 3/4" — Five (5) years from the date of shipment to Purchaser or the registration of 750,000 U.S. gallons, whichever comes first; 1"— Five (5) years from the date of shipment to Purchaser or the registration of 1,000,000 U.S. gallons, AW WANew Meter Accuracy whichever comes first; 1-1/2" —Two (2) years from the date of shipment to Purchaser or the registration of 1,600,000 U.S. gallons, whichever comes first; 2" — Two (2) years from the date of shipment to Purchaser or the registration of 2,700,000 U.S. gallons, whichever comes first. Models 400 and 500 Series 5/8" — Fifteen (15) years from the date of shipment to Meters Purchaser or the registration of 1,500,000 U.S, gallons, whichever comes first; 3/4" — Fifteen (15) years from the date of shipment to Purchaser or the registration of 2,250,000 U.S. gallons, whichever comes first; 1" — Fifteen (15) years from the date of shipment to Purchaser or the registration of 3,000,000 U.S. gallons, AWWA Repaired Meter Accuracy Whichever comes first; (AW WA M6 Manual) 1-1/2"—Ten (10) years from the date of shipment to Purchaser or the registration of 5,000,000 U.S, gallons, whichever comes first; 2" —Ten (10) years from the date of shipment to Purchaser or the registration of 8,000,000 U.S, gallons, whichever comes first. Model HbMAG During the Warranty Period, these Two (2) years from date of shipment to Purchaser. electromagnetic cold water Products will be free from defects meters in materials and workmanship. Solid State Meters During the Warranty Period (ten (10) years from date of shipment to Purchaser) these Products will meet or exceed accuracy of +/- 1.5% between the specified minimum flow rate to the specified maximum for the following sizes: 5/8" Meter 0.1 gpm to 20 gpm 5/8" x 3/4", 3/4" Short, and 3/4" Long Meter 0.1 to 30 gpm 1" Meter 0.4 to 55 gpm I %:" Meter 0.25 to 100 gpm 2" Meter 1.5 to 160 gpm ' American Water Works Association ("AWWA") c 0 E t Q 0010 Packet Pg. 592 16. C.4.c Appendix B Services 1. Software Services and Support Obligations a. "Update" to the Software means a subsequent release of the Software that Provider makes generally available to its current customers for the Software. Updates include changes and corrections to the Software as are required to keep the Software in substantial conformance with the applicable Documentation and that are created by Provider as corrections for defects in the Software. Updates shall not include any release, option or future product that Provider licenses separately. Provider shall in its sole discretion determine the nature, content, timing and release of any Updates. b. Web -based support, consisting of information on the most current release of the Software through Provider's web site. C. Phone support in the form of advice and counsel via telephone regarding Customer's use of the most current release of the Software, as well as Customer's connectivity and ability to access Content. Phone Support is provided from 8:00 AM to 7:00 PM Eastern Time, Monday through Thursday and 8:00 AM to 5:00 PM Eastern Time on Fridays. All hours and days exclude recognized U.S. holidays observed by Mueller Systems. 2. Softvare Hosting Services a. Except as specifically permitted in this Agreement, Customer shall have web -based access to the Software hosted by Provider pursuant to this Agreement. b. Provider shall provide Customer with access and related hosting services to the Software installed on Provider's servers. Provider will also install the Content provided by Customer. Provider will define the appropriate performance specifications and will host the server at a Provider's location. Provider will monitor and perform routine maintenance on the server, and if the server is not operating properly, will make a good faith effort to operate Customer's system on a backup server, if available. Access to Customer's server is restricted to authorized Provider information technology and support personnel only. Differential and full server backups are performed when reasonably practicable. C. Customer shall be responsible for installing, operating and maintaining the equipment, software, and/or facilities at Customer location recommended by Provider for effective access to and use of the Software installed on Mueller Systems server. Customer shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment at Customer's location necessary for accessing the Software. d. Upon termination, for any reason, of the Agreement or any license(s) granted herein, Provider shall immediately cease providing access to the Software and Hosting Services. Customer shall (i) immediately stop access and use of all such Provider confidential information (including Software); (ii) shall return all copies of the Software, Documentation, and any Provider confidential information to Provider; and (iii) delete all Software, Documentation, and other confidential information off of any and all storage media possessed or controlled by Customer. Customer shall provide Provider with written certification signed by an officer of Customer that Customer has complied with the provisions of this Section. Customer shall pay all amounts due, upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. c a� E t Q �J Packet Pg. 593 16. C.4.c Appendix C Confidential Information For purposes of this Attachment, "party" or "parties" shall mean Provider and Customer, including their respective subsidiaries and affiliates who are providing information under this Agreement. The parties agree to maintain confidential information as follows; I. Definition of Confidential Information. The parties understand and agree that confidential information is any and all current and future Equipment, Documentation and/or Software information, roadmap, technical or financial information, customer names, addresses and related data, contracts, practices, procedures and other business information, including software reports, strategies, plans, documents, drawings, machines, tools, models, patent disclosures, samples, materials and requests for proposals that may be disclosed between the parties, whether written, oral, electronic or otherwise, however and wherever acquired ("Confidential Information"). Confidential Information excludes any information which would otherwise fall in the definitions above, but which was (a) known to the recipient of the information ("Recipient") before receipt from the disclosing party; (b) publicly available through no fault of Recipient; (c) rightly received by Recipient from a third party without a duty of confidentiality; (d) disclosed by disclosing party to a third party without a duty of confidentiality on the third party; (e) independently developed by Recipient without breach of this or any other confidentiality agreement; or (f) disclosed by Recipient after prior written approval from the disclosing party. 2. Obligations of Confidentiality and Remedies. Recipient agrees to protect the disclosing parry's Confidential Information with the same degree of care, but no less than a reasonable degree of care, as Recipient uses with respect to its own Confidential Information. Neither party has any obligation to exchange Confidential Information. Both parties acknowledge and agree that the disclosure of the other party's Confidential Information could cause irreparable harm. Therefore, an injured party is entitled to applicable equitable relief, including injunctions, in addition to other remedies, for such wrongful disclosure of Confidential Information. In addition, disclosure of Confidential Information required by a government body or court of law is not a violation of this Section if the Recipient gives prompt notice of the required disclosure to the disclosing party, 3. Term of Confidentiality Obligations. Recipient's duty to protect Confidential Information expires three (3) years from the date of disclosure of the particular Confidential Information, 4. No Warranties on Confidential Information. Neither party warrants or guarantees the accuracy of any Confidential Information transferred between the parties. 5. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla, Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. �AO Packet Pg. 594 16. C.4.c Appendix D Please refer to Price Quotation and Pricing Qualification Notes of the Agreement #19-057-NS between Collier County, a political subdivision of the State of Florida and Ferguson Enterprises, LLC d/b/a Ferguson Waterworks. c a� E t Q ('no Packet Pg. 595 16.C.4.c COMMITMENT AGREEMENT TO AGREEMENT NO. 19-057-NS AGREEMENT COMMITTING TO SELL AND SUPPLY MUELLER SYSTEMS TECHNOLOGY TO FERGUSON ENTERPRISES, LLC This Agreement Committing to Sell and Supply Mueller Systems Technolo y to Ferguson Enterprises, LLC (the "Commitment Agreement ") is entered into this a-Nkk day of , 2020, by and between Mueller Systems, LLC, a Delaware limited liability corporation having its principal offices at 10210 Statesville Blvd., Cleveland, North Carolina 27013 ("Mueller") and Ferguson Enterprises, LLC d/b/a Ferguson Waterworks, a foreign limited liability company doing business at 3801 Prospect Avenue, Naples Florida 34104 (individually, "Company" and collectively with Mueller, the "Parties"), in order to supplement Agreement #19- 057-NS specifically for Collier County, a political subdivision of the State of Florida (the "County") executed by and between Mueller and Company (the "Subcontractor Agreement"). This Commitment Agreement is entered into with the express agreement of Mueller and Company and that, except as provided herein, all other terms, conditions and stipulations contained in the Subcontractor Agreement and any addenda or amendments thereto shall remain in full force and effect and without any change or modification whatsoever. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Subcontractor Agreement. Mueller and Company hereby agree as follows: WHEREAS, Company and Mueller have an existing agreement in place whereby Company distributes Equipment, Software and Services involving certain Mueller products and communication systems; and WHEREAS, Company plans to enter into a long-term agreement with the County to provide Mueller's automated meter reading and advanced metering infrastructure products, software and services (collectively, "Mueller Technology"); and WHEREAS, the County desires to confirm that the Mueller Technology will be available to it notwithstanding the possibility of termination of the business relationship between Mueller and Company; and WHEREAS, the Parties desire to enter into this Commitment Agreement to provide Collier County such certainty. NOW, THEREFORE, FOR AND IN CONSIDERATION of the premise, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows: I. Access to Products. Mueller agrees to sell Mueller Technology to Company for the County's benefit in the current form or future iteration (which future iteration shall not degrade or lessen the functionality of the Mueller Technology) during the term of the Agreement No. 19-057-NS between Company and the County for the purchase and use of Mueller Technology so long as such Mueller Technology is available for sale. In the event the agreement between Company and the County for the purchase and use of Mueller Technology has been terminated, Mueller will directly or indirectly make Mueller Technology available for purchase and use to the County, so long as such Mueller Technology is available for sale. [Signature page to follow] C� Packet Pg. 596 IN WITNESS WHEREOF, the Parties have executed this Commitment Agreement as of the date first above written, --Bat-La Sm tx cgii z 9 Type/Print Witness Na e� --7 Second ness Type/Prial Witness Name Mueller SYSOInslet BY: �Ignature r int 14anle, Title Vjee. Pr6l-dmt ,a 6C,,4,A elf Ferguson Enter isos, LLC)/b/a Feojuson Waterworks Ffrsf Witness Signature AL"l Print Name: Li;6?M/ZV- MHA-&46W�P-' Type/Print Wittl ss Name Title Second Witness :g,- - OA t, kr-c i Type/PrintVitness Name C 0 E I Packet Pg. 597 1 MUCLLVVH I G 16. C.4.c �® CERTIFICATE OF LIABILITY INSURANCE DAT(L 3/2/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI, CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE: BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ 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 or this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kristin Dempsey NAME: p Y Commercial Lines - (404) 923-3700 PHONE 470-875 0343 FAX 877-362-9069 A/C No Ext : AIC No USI Insurance Services LLC E-MAIL d ti krisn.em se ADDRESS: kristin.dempsey@usi.com 3475 Piedmont Road NE, Suite 800 INSURER(S) AFFORDING COVERAGE NAIC# Atlanta, GA 30305-2886 INSURER A; ACE American Insurance Company 22667 INSURED INSURER B; National Union Fire Ins. Co. of Pittsburgh, PA 19445 Mueller Water Products, Inc.; INSURERC: ACE Fire Underwriters Ins. Co. 20702 Mueller Systems, LLC INSURER D: Indian Harbor Insurance Company 36940 1200 Abernathy Road, NE Suite 1200 INSURERE: Atlanta, GA 30328 INSURER F : COVERAGES CERTIFICATE NUMBER: 14852637 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO1 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THK 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 INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM/DOIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 111 OCCUR XSLG71450648 SIR applies per policy 10/01/2019 10/01/2020 EACHOCCURRENCE S 2,000,OC DAMACETOFTENTED PREMISES (Ea occurrence) 1,000,0C X MED EXP (Any one person) $ Contractual Liability terms & conditions PERSONAL & ADV INJURY S 2,000,OC GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10100010C PRODUCTS - COMP/OP AGG $ 5,000,OC POLICY PE O LOC SIR/Deductible S 500,OC OTHER: A AUTOMOBILE LIABILITY ISAH25288592 10/01/2019 10/01/2020 EeaBc EDt'INGLELIMIT $ 2,000,0C BODILY INJURY (Per person) $ X ANY AUTO BODILY INJURY (Per accident) S OWNED SCHEDULED X AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ $ B X UMBRELLALIAB X OCCUR 28295248 10/01/2019 10/01/2020 EACH OCCURRENCE S 10,000,0C AGGREGATE $ 10,000,0C EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ p C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBEREXCLUDED? E (Mandatory in NH) N / A WLRC65889419(AOS) SCFC65889456 WI ( ) 10/01/2019 10/01/2019 10/01/2020 10/01/2020 X STATUTE OERH E.L. EACH ACCIDENT $ 1,000,0( E.L. DISEASE - EA EMPLOYEE - $ 1,000,0( E.L. DISEASE - POLICY LIMIT S 1,000,0( If yes, describe under DESCRIPTION OF OPERATIONS below D Cyber Liability MTP004231006 10/1/2019 10/1/2020 $10,000,000 aggregate $100,00o deductible DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Solicitation 19-057-NS Automatic meter reading system Ferguson Enterprises Collier County Board of County Commissioners is listed as additional insured on general liability as required by contract or agreement with regard to operations of the named insured. CERTFFI Collier County Board of County Commissioners Ferguson Enterprises 3311 Tamiami Trail E., Bldg D Naples, FL 34112 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFOR THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED I (D ACCORDANCE WITH THE POLICY PROVISIONS. E s AUTHORIZED REPRESENTATIVE r Q The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) Packet Pg. 598 _ rage 16.C.4.c p� CERTIFICATE OF LIABILITY INSURANCE ° 02/25/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI; CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE: BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ 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 or this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis Towers Watson Certificate Center NAME: Willis Towers Watson Northeast, Inc. fka Willis of Pennsylvania, PHONE FAX Inc.(Al., A/C No Ext : 1-877-945-7376 AC, C No): 1-888-467-2376 E-MAIL certificates@willis.com c/o 26 Century Blvd ADDRESS: P.O. Box 305191 INSURERS AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA Liberty Mutual Fire Insurance Company 23035 INSURED Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) 12500 Jefferson Avenue Newport News, VA 23602 INSURER A . INSURERB: Indemnity Insurance Company of North Ameri 43575 INSURERC; ACE American Insurance Company 22667 INSURER E : COVERAGES CERTIFICATE NUMBER: W15479528 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO1 INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI; 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 IN D SUBR D POLICYNUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000, CLAIMS -MADE X OCCUR DAMAGE TRENTED PREMISES Ea occuOrrence 1,000, $ _ MED EXP (Any one person) $ 10, A PERSONAL & ADV INJURY $ 2,000, Y TB2-691-468654-019 05/01/2019 05/01/2020 GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 5,000, POLICY JECT � LOC PRODUCTS - COMP/OP AGG $ 2,000, $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? No (Mandatory in NH) N/A WLRC65894075 05/01/2019 05/01/2020 X STATUTE ER E.L. EACH ACCIDENT $ 2,000, E.L. DISEASE - EA EMPLOYEE $ 2,000, E.L. DISEASE -POLICY LIMIT 2,000, $ If yes, describe under DESCRIPTION OF OPERATIONS below C Workers' Compensation & WLRC65894038 05/01/2019 05/01/2020 E.L. Each Accident $2,000,000 Employers Liability- CA/MA E.L. Disease -Pol Lm $2,000,000 Per Statute E.L. Disease -Each Eng$2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 02/04/2020 WITH ID: W15398141. Workers Compensation Policy WLR C65894075 provides coverage for AL, AK, AR, AZ, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, ME, MD, MI, MN, MO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WV. SEE ATTACHED Collier County Board of County Commissioners 3295 Tamiami Trail E. Naples, FL 34112 CANCELLATION o� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II N ACCORDANCE WITH THE POLICY PROVISIONS. s v fls AUTHORIZED REPRESENTATIVE r I ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 599 SR ID: 19295819 BATCH: 1589413 AGENCY CUSTOMER ID: LOC #: 16. C.4.c ® ADDITIONAL REMARKS SCHEDULE AGENCY Willis Towers Watson Northeast, Inc. fka Willis of Pennsylvania, Inc. POLICY NUMBER See Page 1 CARRIER See Page 1 ADDITIONAL REMARKS NAMED INSURED Ferguson Enterprises, LLC and Subsidiaries (See Attached Named Insured Schedule) 12500 Jefferson Avenue Newport News, VA 23602 NAIC CODE See Page 1 EFFECTIVE DATE: See Page 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Page 2 Of_ Project: 19-057-NS - Automatic Meter Reading System ( Ferguson Enterprises) Coverage for Contractual Liability is provided under General Liability policy. Collier County Board of County Commissioners is included as an Additional Insured under General Liability as require( by written contract but only with respect to liability arising out of Named Insured's operations. General Liability policy shall be Primary and Non -Contributory with any other insurance in force for or which may be purchased by Additional Insured. INSURER AFFORDING COVERAGE: ACE American Insurance Company NAIC#: 22667 POLICY NUMBER: RWCC65893952 EFF DATE: 05/01/2019 EXP DATE: 05/01/2020 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers' Compensation & E.L. Each Accident $2,000,000 4) Employers Liability - WI E.L. Disease -Pol Lmt $2,000,000 i Per Statute E.L. Disease -Each Emp $2,000,000 Q CL 7 U) Z M 9 N N 1- to 00 In N r t� L y.i C O V I C O L d U- Cn Z ti In O as r Q ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg. 600 SR ID: 19295819 BATCH: 1589413 CERT: W15479528 16.C.4.d Cover County Exemptions from the Competitive Process Instructions 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: Muller Systems, LLC Division: PUBLIC UTILITIES FISCAL OPERATIONS Item / service: POTABLE WATER METERS Budget Year: FY 23 Not to Exceed Amount: $ 500 000 Fiscal Year > > One time urchase: ❑ p Multiple purchases: ❑ p ✓ Requested 2023-2028 Is there a agreement ❑ ❑ associated with this Yes �/ No date range: 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 grants/gifts �9.Compatibility/proprietary ❑ 10. Shop estimates on 011. Personnel/recruitment ❑ 12. Works of art for public with current systems disassembled equipment services display ❑ 13. Direct purchases ❑14. Financial instruments ❑15. Entertainment services ❑ 16. Management studies as for County sponsored events directed by County Manager 717. Resolution/BCC direction (Indicate resolution number and approval date): Description of Purchase: Enter a description of the item(s) items that will be purchased under this exemption. 3/4" to 2" residential and small commercial potable water meters, software, hardware and annual maintenance agreement for automatic meter reading system components, and ancillary parts. Purpose: Describe in detail, the purpose of the requested item(s). To maximize our current investment (approximately 17 million) in the Mueller/Hersey meters acquired over the last five years from Ferguson Waterworks, 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 No. 22-013-NS with Muller Services LLC ("Hersey")to replace the existing Agreement No. 19-057-NS with Ferguson's Waterworks ("Ferguson's") Automatic Meter Reading System). See attachments for additional back-up. q Requester: Jesse Komorny g Jesse Komorn Date 20signe by Jess Kornonn Signature: yDigitall0210.20 926 2-04'0y Date: Division Director: Joseph Bellone Signature: BelloneJoseph Digitally202306.20 Bell 47 -0'00 Date: 2023.06.20 09:32:47-04'00' Date: Procurement Strategist: Juan Delgado Y1 Digitally signed by DelgadoJuan Signature: DelgadoJual 1 Date. 2023.06.2013:41:28 Date: 04'00' Procurement Director: Or designee Sandra Herrera Signature: Digitally signed byHerreraSandra g HerreraSandra Date 2023.06.22 13:28:53 -04'00' Date: For Procurement Use Only: 22-013-NS Agreement (term Board approval through April 1, 2025; extension option) ❑One time approval ❑One year approval Multi -Year Approval: Start 06/20/2023 End 04/01/2025 Revised 06/17/2021 Packet Pg. 601 16.C.4.e Co Ier C01414ty Procurement Services Division July 11, 2023 Ferguson Enterprises LLC 12500 Jefferson Avenue Newport News, VA 23602 Via Email: JoDerek.Adams@ferguson.com RE: # 19-057-NS General Service Agreement for "AMR Meter Reading (the "Agreement") - Notice to Terminate for Convenience Dear Mr. Adams: Staff is recommending to the Board of County Commissioners (Board) at its July 11, 2023, meeting to exercise the termination for convenience provision provided in Section 10 of the above -referenced Agreement, with an effective date of August 11, 2023. Subject to the Board's approval of Staff's recommendation, this letter will serve as the County's 30-day Notice to Terminate for Convenience. Should you have any questions regarding this termination notice please contact us at (239) 252-8034. Respectfully, Sue Zimmerman Procurement Contracts Manager cc: Jesse Komorny, Contract Administrative Agent Procurement Services Division — 3295 Tamiami Trail East — Naples, Florida 34112-4901 www.colliercountvfl.gov/procurementservices Packet Pg. 602