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#22-013-NS (Mueller Systems, LLC) 22-013-NS Supply Agreement for Automatic Meter Reading This Supply Agreement for Automatic Meter Reading ("Agreement"), made and entered into on th•is 1 " day of jai ,' , 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 State of Florida, whose business address is 1200 Abernathy Road, Suite 1200, Atlanta, Georgia 30328 ("Mueller" or"Contractor"). RECITALS Whereas, Ferguson Enterprises, LLC d/b/a 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. CAO 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. 4. 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 #85-8015966531C-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-Mail(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.Komorny a(�colliercountyfl.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. 6. 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 7. 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. 8. 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. CAO 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: PublicRecordRequest@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 CAO 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 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. CAO 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; 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. 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) CAC 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 BOARD OF COUNTY COMMISSIONERS and Comptroller COLLIER C OR A p:xifitut4144.4Aus:. . {r ' Rick LoCastro, Chairman ;' ) 4. " Attest as to Chairman's , / ; g'�4 cinnatilr,!1 nn!V. A } ?/Fontraetdr wvitriesses: CONTRACTOR: ` f;id 1 " ..P MUELLER S STEMS, LLC • Kitt,a,_ N.4.. . y....,7v--- First itness By: A Signature TType print witness name I it�. S C.e....i TType/print signature and titleT ec�ness M -/ 30, 202-77 /9".503— 6146/ i --L Date TType/print witness namet App ved a o F nd egaf y: Deputy County Attorney 's111--- 9 L_____ Print Name /�Az. • O Exhibit A: 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 clearly 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. CA® MUELLER Phone: (800)423-1323 SALES QUOTATION Website: www.MuellerSystems.com Created Date: 01/13/2023 Attention: Jesse Komorny Quote#: Q-121544 Phone: (239) 252-2173 Quote Expires: 09/30/2023 Email: jessekomorny©colliergov.net Terms are located at: Company Address: www.MuellerSystems.com/Support 4375 PROGRESS AVENUE NAPLES,FL,34104 Currency Type: USD Prepared For: Prepared by: Collier County(FL) Public Utilities Kathy Elder Account#: 94849000 End User: Collier County (FL) Public Utilities 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 NET MSW-NODE4-DC MINODE4 REPEATER-DC POLE MNT 1 1,297.84 1,297.84 MS-CELLULAR NETWORK CELLULAR COLLECTOR 1 551.24 551.24 MS-G-M-YR-MHUB MAINTENANCE RADIO YEARLY MAINT 1 491.40 491.40 MS-H-M-YR MI.TECH HH/INSTALL MAINT-YR 1 708.74 708.74 MS-G-M-YR MI.HUB COLLECTOR MAINT 1 1,501.15 1,501.15 MSW-NODE4-AC MINODE4 REPEATER-AC 1 2,123.95 2,123.95 MS-MNC-V4-AC-AT1 MINET COLLECTOR,V4,AC,ATT,M1 1 11,885.77 11,885.77 MS-T-TRAIN-DAY SOFTWARE TRAINING-PER DAY 1 2,460.00 2,460.00 PROJECT-MGMT PROJECT MANAGEMENT FEES 1 151.44 151.44 LABOR-COLLECTOR1 UTILITY OWNED TANK 1 4,724.93 4,724.93 LABOR-COLLECTOR2 UTILITY OWNED TANK>150' 1 7,087.39 7,087.39 LABOR-COLLECTOR3 PRIVATE COMM TOWER 1 11,812.32 11,812.32 LABOR-COLLECTOR4 PRIVATE COMM TOWER>150' 1 16,537.25 16,537.25 PART# DESCRIPTION UNITS SALE PRICE EXTENDED NET LABOR-COLLECTOR5 UTILITY ASSET 1 3,452.83 3,452.83 LABOR-COLLECTOR6 MSSUPPLIED POLE25'ORSMALLER 1 3,543.70 3,543.70 LABOR-COLLECTOR7 MS SUPPLIED POLE 25.1'TO 55' 1 8,268.62 8,268.62 LABOR-REPEATER1 DC XR WITH POLE SET 1 1,472.75 1,472.75 LABOR-REPEATER2 DC XR ON STREET SIGN 1 75.00 75.00 LABOR-REPEATER3 DC XR ON UTILITY ASSET 1 859.50 859.50 MS-MNMTOOL MINODE M INSTALL TOOL 1 749.83 749.83 MS-MNMTOOL-KIT HOT ROD MINI (EXPORT&INSTALL) 1 1,216.97 1,216.97 MSW-S-PH-ALL-40K MIHOST 30,001-40K 1 3.03 3.03 MSW-LW-PH-ALL-100K LW SRVC UPTO 100K ENDPOINTS 1' 2.00 2.00 AMI Equipment,Services and Fees SUBTOTAL: USD 80,977.65 CAO Meters and Registers with Nicor Connectors PART# DESCRIPTION UNITS SALE PRICE EXTENDED NET VEGB223N 5/8X3/4,420B,BB,ME8,SG,5'NIC 1 125.00 125.00 VEHB223N 3/4 435B,BB,ME8,SG,5'NICOR 1 138.00 138.00 VEKB223N 1"452B,BB,ME8,SG,5'NICOR 1 189.00 189.00 GWESG3N0-420 5/8 420 SG ME8 5'NIC 5.806 1 86.90 86.90 GWESG3N0-435 3/4"435 SG ME8 5'NIC 3.285 1 86.90 86.90 GWESG3N0-452 1"452 SG ME8 5'NIC 1.178 1 86.90 86.90 GWESG3N0-562 1.5"562 SG ME8 5'NIC 6.400 1 86.90 86.90 Q9NS20355 MVR100,FE,STD,BB,SG,TRL6,5'N 1 435.39 435.39 Q9NS20355RCM MVR100,FE,S,BB,SG,TRL6,5'N RCM 1 425.00 425.00 Q9PS20355 MVR160SI,FE.STD,BB,SGTRL6,5'N 1 567.90 567.90 Q9PS20355RCM MVR160SIFE STD BB TRL6SG 5'NI 1 494.00 494.00 Meters and Registers with Nicor Connectors SUBTOTAL: USD 2,721.89 Mi.Node M and Mi.Node Endpoints with Nicor and TTL PART# DESCRIPTION UNITS SALE PRICE EXTENDED NET MSW-NODE5-1P-05 MINET-M W/5'NICOR 1 107.27 107.27 PART# DESCRIPTION UNITS SALE PRICE EXTENDED NET MSW-NODE6-1P-05 MINODE 6 W/5'NICOR 1 107.27 107.27 MS-TTL-A THRU THE LID ANTENNA ASSEMBLY 1 14.75 14.75 MS-TTL-H MI.NET TTL ANTENNA HANGER 1 5.05 5.05 Mi.Node M and Mi.Node Endpoints with Nicor and TTL SUBTOTAL: USD 234.34 AMR Equipment and Fees PART# DESCRIPTION UNITS SALE PRICE EXTENDED NET MS-MNMMAINT-TRANSCVER MOBILE TRANSCEIVER YRLY MAINT 1 1,574.98 1,574.98 AHRMOBILE-SW-SUITE EZREADER MOBILE SOFTWARE SUITE 1 3,046.22 3,046.22 IAEZMAINT-SW-70K EZ YR MAINT(60-70K) 1 6,449.83 6,449.83 MS-MNMMOBILE-HW-KIT MINETM MOBILE TRANSCEIVER KIT 1 7,815.82 7,815.82 AMR Equipment and Fees SUBTOTAL: USD 18,886.85 AMI Only Endpoints and Equipment PART# DESCRIPTION UNITS SALE PRICE EXTENDED NET MS-G4-MHUB MINET+MAINT RADIO 1 3,483.12 3,483.12 MSW-NODE6-LW-1 P-05 MINODE6 WATER MIU, LORA,5'NI 1 107.27 107.27 MS-H4-RADIO-V2 INSTALL RADIO V2 1 2,463.30 2,463.30 AMI Only Endpoints and Equipment SUBTOTAL: USD 6,053.69 Group7 CIS Interface PART# DESCRIPTION UNITS SALE PRICE EXTENDED NET MS-T-CIS-FILE CIS FILE INTERFACE 1 11,875.00 11,875.00 MS-T-CIS-FTP FILE TRANSFER PROTOCOL 1 4,452.00 4,452.00 Group7 SUBTOTAL: USD 16,327.00 CAS. Exhibit B: Amended and Restated Master Agreement CAr' EXHIBIT B AMENDED AND RESTATED MASTER USE AGREEMENT THIS AMENDED AND RESTATED MASTER USE AGREEMENT (this "Agreement") is entered into this VI day of Jv Ly , 2023 between MUELLER SYSTEMS, LLC, a Delaware limited liability corporation having 1Es 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: 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 CAO code from the object code of the Software; (iii)adapt the Software in any way for use to create a derivative work;(iv)include or combine the Software in or with any other software; or(v)use the Software to provide processing services to third parties or on a service bureau basis. Except as expressly permitted in this Agreement,Customer may not copy the Software other than to make one machine readable copy for disaster recovery or archival purposes. Customer may only make copies of Documentation as reasonably necessary for the use contemplated herein and with proper inclusion of Mueller Systems' copyright notices. d. Ownership. This Agreement does not grant to Customer any ownership interest in the Software or Documentation. Customer has a license to use the Software and Documentation as provided in this Agreement. Customer hereby agrees and acknowledges that Mueller Systems owns all right, title, and interest in the Software and Documentation, and Customer will not contest those rights or engage in any conduct contrary to those rights. Any copy,modification,revision, enhancement, adaptation,translation,or derivative work of or created from the Software and Documentation made by or at the direction of Customer shall be owned solely and exclusively by Mueller Systems,as shall all patent rights,copyrights,trade secret rights,trademark rights and all other proprietary rights,worldwide. e. Reservation. The parties reserve all rights not specifically granted under this Agreement. 3. EQUIPMENT In consideration of the fees set forth in Appendix D of this Agreement. 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 a. 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 #85-8015966531C-1 ("Exemption"). In the event the Exemption does not apply to Products or Services provided hereunder, Customer will promptly reimburse Ferguson for any and all taxes or duties that are required to be paid in connection with this Agreement or its performance. CAO e. 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 terms and conditions for additional successive five(5)year period at the then-current prices for the Equipment, Software and Services with at least thirty(30)days written notice prior to the expiration of the initial term.Any annual adjustment of pricing of Equipment, Software or Services shall be as stated in Supply Agreement for Automatic Meter Reading No.22-013-NS in Exhibit A. b. Termination for Breach. If either party breaches this Agreement, and such breach is not cured within ten(10)days of the breach, after receiving written notice,the non-breaching party may terminate this Agreement, including all licenses provided herein, effective upon written notice to the other party. 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 A,Mueller Systems warrants that commencing from the date of shipment or provision to Customer and continuing for the period set forth in Appendix A(the"Warranty Period"),(i)the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software will perform substantially in conformance with the applicable Documentation provided to Customer. Mueller Systems does not warrant that the Software will operate in combinations with other software, except as specified in the Documentation, that the Software will meet the Customer's requirements or that the operation of the Software will be uninterrupted or error-free.Customer assumes responsibility for taking adequate precautions against damages which could be caused by defects, interruptions or malfunctions in the Software or the hardware on which it is installed. Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the Software warranties set forth above shall be, at Mueller Systems' option,to either(x)repair or replace any Software containing an error or condition which is reported by Customer in writing to Mueller Systems which causes the Software not to conform with the warranty set forth herein; or(y) refund a pro- rated amount paid by Customer and terminate this Agreement and all licenses provided herein. b. Services. Mueller Systems warrants that all services provided to Customer under this Agreement shall be performed in a workmanlike manner. Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the Service warranties set forth above shall be the re-performance of the applicable non-conforming Service. c. Equipment. Subject to the exclusions herein, including those in Appendix A, Mueller Systems warrants to Customer that the Equipment will comply with provided specifications for the periods specified CAO in Appendix A. Claims under this Section will be considered if submitted to Mueller Systems within sixty (60)days following the discovery of any noncompliant Equipment covered by this Agreement and provided Mueller Systems or its agents are permitted a commercially reasonable opportunity to examine and analyze the Equipment claimed to be noncompliant. Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the Equipment warranties set forth herein, at Mueller Systems' option, is repair or replacement of any Equipment found noncompliant, subject to the terms and conditions herein, during the applicable warranty period after such Equipment is properly packaged and returned prepaid to Mueller Systems' designated service center. d. Costs. Any and all costs associated with uninstalling and shipping noncompliant Equipment and Software and installing replacement Equipment and Software will be the responsibility of Customer. e. Exclusions. The warranties provided by Mueller Systems shall not apply to Equipment and/or Software which: (i)have been altered, except with the express written consent, permission or instruction of Mueller Systems, (ii)have been used in conjunction with another product resulting in the defect, except for those third party products specifically approved by Mueller Systems, (iii) were other than the most current version of the Software (but only to the extent that any failure of the Software would have been avoided by the use of the most current version), (iv) have been damaged by improper environment, abuse, misuse, accident, negligence, act of God, excessive operating conditions, or unauthorized attachments or modifications, (v)have not been properly installed and operated in accordance with the Documentation, or as otherwise instructed by Mueller Systems, or(vi)any other exclusion set forth in any Appendix hereto. f.DISCLAIMERS.TO THE EXTENT PERMITTED BY APPLICABLE LAW,THE WARRANTIES AND REMEDIES STATED ABOVE ARE EXCLUSIVE AND NO OTHER WARRANTIES OR REMEDIES EXPRESS,IMPLIED OR STATUTORY,APPLY TO THE DOCUMENTATION,THE SOFTWARE,THE EQUIPMENT OR ANY SERVICES PURCHASED BY CUSTOMER AND REFERENCED IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR PERFORMANCE, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH MUELLER SYSTEMS EXPRESSLY DISCLAIMS. 9. INDEMNIFICATION. Mueller Systems will indemnify and defend Customer from any third party claim that the Software and Equipment infringe on another person's or company's patent,copyright or other intellectual property right as specified in this Section. This indemnity does not cover and specifically excludes(a)intellectual property rights recognized in countries and jurisdictions other than the United States, and(b)claims relating to infringement of intellectual property rights by a third party's products and software. Mueller Systems has no obligation under this Section for any claim to the extent it results from or arises out of Customer's modification of the Equipment or Software or from any combination, operation or use of the Software or Equipment with other third party products or services. Mueller Systems' duty to indemnify under this Section is contingent upon Mueller Systems receiving prompt notice of a claim and Mueller Systems' right to solely control resolution of a claim. Customer's sole remedy for an indemnified claim under this Section is as follows: Mueller Systems will, at its expense and in its discretion either(a)resolve the claim in a way that permits Customer's continued ownership and use of the affected Software and Equipment, (b) provide a comparable,non-infringing replacement at no cost to Customer,or(c)accept return of the Software and Equipment,provide a reasonable depreciated refund and terminate this Agreement and all licenses herein. This Section is the exclusive statement of Mueller Systems' liability and responsibility for indemnifying Customer for infringement of intellectual property rights. 10. LIMITATION OF LIABILITY. a. MUELLER SYSTEMS' MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE TOTAL AMOUNT PAID FOR THE SOFTWARE, SERVICES, AND EQUIPMENT IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS AND WILL UNDER NO CIRCUMSTANCE EXCEED THE AMOUNT PAID BY CUSTOMER IN THE IMMEDIATELY PRECEDING TWELVE(12) MONTHS FOR THE SOFTWARE, SERVICES AND EQUIPMENT PURCHASED BY CUSTOMER. CAO 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] CAO EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER: ATTEST: Crystal K. Kinzel, Clerk of Court & COLLIER COUNTY BOARD OF Comptroller COUNTY COMMISSIONERS By: A el, �;�,u,d,t;a� , Rick LoCastro,.Chairman - ; r* 1 . Attest as to Chairman - signature only. Approved as to Form and Legality: Scott R. Teach, Deputy County Attorney Contractor's Witnesses: CONTRACTOR: MUELLER SYSTEMS, LLC jc1151. IZ 0 c.1-- Fir t Witness By: Signature TT pe/print witness nameT EAt.c- 5Th-cei i/3.4,L " Second Witness TType/print signature and titleT 65PA- 611.AN1-19 LL. T"1'ype/print witness nameT U Appendix A Product Warranty Statement 1. Limited Warranty. Mueller Systems, LLC ("Mueller") warrants that, for the duration of the Warranty Period(defined below):(a)each Mueller product purchased ("Product")will be free from defects in materials and workmanship under normal use,installation and service conditions;(b)the media on which any Software is furnished will be free of defects in materials and workmanship under normal use; and (c) any such Software will substantially conform to the applicable published Mueller functional specifications for such Software. Products will have a warranty period of the greater of(i)one(1)year from date of shipment or(ii)the applicable warranty period for a specific Product stated below in Section 6("Warranty Period"). 2. Exclusive Remedy. Mueller will,at its option, either repair or replace a Product that is in breach of the foregoing warranty during the Warranty Period if Purchaser reports the breach to Mueller within sixty (60) days after Purchaser discovers the breach. At Mueller's request, Purchaser will ship the allegedly defective Product to a repair facility designated by Mueller at Purchaser's expense and risk. If Mueller, in its sole discretion, determines that the Product breached the applicable warranty, Mueller will ship the repaired or replaced Product to Purchaser at Mueller's expense and risk. If Mueller determines that it is unable to repair or replace such Product, it will,at Mueller's sole discretion provide a cash or credit refund to Purchaser. If Mueller repairs or replaces any such defective Product,the Warranty Period for the repaired or replaced Product will continue for the longer of(i)thirty (30) days, or(ii)the remainder of the original Warranty Period. Mueller's warranty is subject to exclusions, as set forth in Section 3. This Section 2 sets forth Mueller's entire liability, and the Purchaser's exclusive remedy, for any alleged breach of warranty for any Products. 3. Exclusions. Mueller has no obligation under this Product Warranty Statement if(a) a Product has been subject to misuse, neglect or accident or has been damaged through abuse, alternation, installation or application inconsistent with AWWA guidelines or Mueller specifications, including but not limited to Mueller propagation studies,failure to follow Mueller's operation or maintenance instructions or negligence in transportation, handling,or storage,or repaired by anyone other than Mueller or its authorized personnel,(b)with respect to software, there has been a change to the software's operating environment not made or authorized by Mueller or if Purchaser fails to install any correction or enhancement provided by Mueller, or if a virus is introduced through no fault of Mueller,or(c)if any Product fails to satisfy the applicable warranty as a result of any force majeure event.Mueller's Product Return process can be found at www.muellersystemsreturns.com . 4. Important Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MUELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. 5. Limitation on Liability. Mueller has no liability with respect to damage or destruction of property or the personal injury or death of persons resulting from defects in Products or from improper installation, use,maintenance or operation of any Products. In all cases, Mueller's liability shall not exceed the total amount paid by Purchaser for the Products. 6. Product Warranties. The following provisions in this Section 6 modify the limited warranty in Section 1 with respect to the specific Products identified below: CAO ATTACHMENT A Automated Meter Reading(AMR)/Advanced Metering Infrastructure(AMI)Products Product Description Warranty Period AMR/AMI Software These items of Software will One(1)year from date of shipment to Purchaser. perform in accordance with Mueller's published specifications for the duration of the Warranty Period. AMR/AMI Hardware— During the Warranty Period, these One(1)year from date of shipment to Purchaser. unless otherwise expressly Products will be free from defects specified herein in materials and workmanship. AMR/AMI Radio Modules— During the Warranty Period, these Ten(10)years from date of shipment to Purchaser. AMI water module endpoints Products will be free from defects Additionally, the unit is covered by a prorated and AMR water module inmaterials and workmanship. warranty for years eleven (11)through fifteen (15) at endpoints a fifty-percent(50%)discount, and years sixteen(16) through twenty (20) at a twenty-five-percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Encoder Register Products, During the Warranty Period, these Ten(10)years from date of shipment to Purchaser. Wall Pads and Pit Pads. Products will be free from defects Additionally, the unit is covered by a prorated in materials and workmanship. warranty for years eleven (11)through fifteen (15) at a fifty-percent(50%)discount, and years sixteen (16) through twenty (20) at a twenty-five-percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Water Metering Products Product Description Warranty Period All Meter Products not During the Warranty Period,these One(1)year from date of shipment to Purchaser. otherwise specified herein Products will be free from defects in materials and workmanship. Remote Disconnect Meters During the Warranty Period, these Five (5) year warranty or two-thousand (2,000) (RDM) valve and solenoid Products will be free from defects actuations of the valve, whichever comes first, from assembly in materials and workmanship. the date of shipment to Purchaser. Maincases for the above listed During the Warranty Period,these Fifteen(15)years from date of shipment to Purchaser. mechanical meters Products will be free from defects in materials and workmanship. CAO Standard registers for the above During the Warranty Period,these Ten(10)years from date of shipment to Purchaser. listed mechanical meters Products will be free from defects in materials and workmanship. 5/8"—Five(5)years from the date of shipment to Purchaser or the registration of 500,000 U.S.gallons, whichever comes first; 3/4"—Five(5)years from the date of shipment to Purchaser or the registration of 750,000 U.S.gallons, whichever comes first; 1"—Five(5)years from the date of shipment to AWWA'New Meter Accuracy Purchaser or the registration of 1,000,000 U.S.gallons, whichever comes first; 1-1/2"—Two(2)years from the date of shipment to Purchaser or the registration of 1,600,000 U.S.gallons, whichever comes first; 2"—Two(2)years from the date of shipment to Purchaser or the registration of 2,700,000 U.S.gallons, whichever comes first. Models 400 and 500 Series Meters 5/8"—Fifteen(15)years from the date of shipment to Purchaser or the registration of 1,500,000 U.S.gallons, whichever comes first; 3/4"—Fifteen(15)years from the date of shipment to Purchaser or the registration of 2,250,000 U.S.gallons, whichever comes first; 1"—Fifteen(15)years from the date of shipment to AWWA Repaired Meter Accuracy Purchaser or the registration of 3,000,000 U.S.gallons, (AWWA M6 Manual) whichever comes first; 1-1/2"—Ten(10)years from the date of shipment to Purchaser or the registration of 5,000,000 U.S.gallons, whichever comes first; 2"—Ten(10)years from the date of shipment to Purchaser or the registration of 8,000,000 U.S.gallons, whichever comes first. Model HbMAG During the Warranty Period,these Two(2)years from date of shipment to Purchaser. electromagnetic cold water Products will be free from defects meters in materials and workmanship. Solid State Meters During the Warranty Period(ten(10)years from date of shipment to Purchaser)these Products will meet or exceed accuracy of+/- 1.5% between the specified minimum flow rate to the specified maximum for the following sizes: 5/8"Meter 0.1 gpm to 20 gpm 5/8"x 3/4",3/4"Short,and'A"Long Meter 0.1 to 30 gpm 1"Meter 0.4 to 55 gpm 1 'h"Meter 0.25 to 100 gpm 2"Meter 1.5 to 160 gpm American Water Works Association ("AWWA") CAO Appendix B Services 1. Software Services and Support Obligations a. "Update"to the Software means a subsequent release of the Software that Provider makes generally available to its current customers for the Software. Updates include changes and corrections to the Software as are required to keep the Software in substantial conformance with the applicable Documentation and that are created by Provider as corrections for defects in the Software. Updates shall not include any release, option or future product that Provider licenses separately. Provider shall in its sole discretion determine the nature, content,timing and release of any Updates. b. Web-based support, consisting of information on the most current release of the Software through Provider's web site. c. Phone support in the form of advice and counsel via telephone regarding Customer's use of the most current release of the Software,as well as Customer's connectivity and ability to access Content. Phone Support is provided from 8:00 AM to 7:00 PM Eastern Time, Monday through Thursday and 8:00 AM to 5:00 PM Eastern Time on Fridays. All hours and days exclude recognized U.S. holidays observed by Mueller Systems. 2. Software Hosting Services a. Except as specifically permitted in this Agreement,Customer shall have web-based access to the Software hosted by Provider pursuant to this Agreement. b. Provider shall provide Customer with access and related hosting services to the Software installed on Provider's servers. Provider will also install the Content provided by Customer. Provider will define the appropriate performance specifications and will host the server at a Provider's location. Provider will monitor and perform routine maintenance on the server, and if the server is not operating properly,will make a good faith effort to operate Customer's system on a backup server,if available.Access to Customer's server is restricted to authorized Provider information technology and support personnel only. Differential and full server backups are performed when reasonably practicable. c. Customer shall be responsible for installing, operating and maintaining the equipment, software, and/or facilities at Customer location recommended by Provider for effective access to and use of the Software installed on Mueller Systems server. Customer shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment at Customer's location necessary for accessing the Software. d. Upon termination, for any reason, of the Agreement or any license(s) granted herein, Provider shall immediately cease providing access to the Software and Hosting Services. Customer shall(i) immediately stop access and use of all such Provider confidential information(including Software);(ii)shall return all copies of the Software,Documentation,and any Provider confidential information to Provider;and (iii)delete all Software, Documentation, and other confidential information off of any and all storage media possessed or controlled by Customer. Customer shall provide Provider with written certification signed by an officer of Customer that Customer has complied with the provisions of this Section. Customer shall pay all amounts due,upon receipt of a proper invoice and in compliance with Chapter 218,Fla. Stats., otherwise known as the"Local Government Prompt Payment Act."Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. CAO Appendix C Confidential Information For purposes of this Attachment, "party" or "parties" shall mean Provider and Customer, including their respective subsidiaries and affiliates who are providing information under this Agreement. The parties agree to maintain confidential information as follows: 1. Definition of Confidential Information. The parties understand and agree that confidential information is any and all current and future Equipment, Documentation and/or Software information, roadmap,technical or financial information,customer names,addresses and related data,contracts,practices, procedures and other business information, including software reports, strategies, plans, documents, drawings,machines,tools,models,patent disclosures,samples,materials and requests for proposals that may be disclosed between the parties, whether written, oral, electronic or otherwise, however and wherever acquired ("Confidential Information"). Confidential Information excludes any information which would otherwise fall in the definitions above, but which was (a) known to the recipient of the information ("Recipient")before receipt from the disclosing party; (b) publicly available through no fault of Recipient; (c) rightly received by Recipient from a third party without a duty of confidentiality; (d) disclosed by disclosing party to a third party without a duty of confidentiality on the third party; (e) independently developed by Recipient without breach of this or any other confidentiality agreement; or (f) disclosed by Recipient after prior written approval from the disclosing party. 2. Obligations of Confidentiality and Remedies. Recipient agrees to protect the disclosing party's Confidential Information with the same degree of care, but no less than a reasonable degree of care, as Recipient uses with respect to its own Confidential Information. Neither party has any obligation to exchange Confidential Information. Both parties acknowledge and agree that the disclosure of the other party's Confidential Information could cause irreparable harm. Therefore, an injured party is entitled to applicable equitable relief, including injunctions, in addition to other remedies, for such wrongful disclosure of Confidential Information. In addition,disclosure of Confidential Information required by a government body or court of law is not a violation of this Section if the Recipient gives prompt notice of the required disclosure to the disclosing party. 3. Term of Confidentiality Obligations. Recipient's duty to protect Confidential Information expires three(3)years from the date of disclosure of the particular Confidential Information. 4. No Warranties on Confidential Information. Neither party warrants or guarantees the accuracy of any Confidential Information transferred between the parties. 5. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law,Chapter 286, Fla. Stat. CAO Appendix D Please refer to Exhibit A—Fees,of Agreement#22-01 3-NS Supply Agreement for Automatic Meter Reading between Mueller Systems and Customer. CAO _ MUELLWAT2 AC CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) �5/19/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: Kristin Kristin Dempsey Commercial Lines-(404)923-3700 PHONE FAX 877-362-9069 (A/C,No,Extl: 470-875-0343 (A/C,No): USI Insurance Services LLC 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 INSURER B: 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 PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X I COMMERCIAL GENERAL LIABILITY A XSL G47299676 10/01/2022 10/01/2023 EACH OCCURRENCE $ z,000,oao DAMAGE TO RENTED _ -- - - - CLAIMS-MADE X OCCUR SIR applies per policy PREMISES(Ea occurrence) $ 1,000,000 X Contractual Liability terms&conditions MED EXP(Any one person) $ 0 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 PRCT POLICY X O LOC PRODUCTS-COMP/OP AGG $ 5,000,000 JE I OTHER: SIR/Deductible $ 500,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT s (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ �'. UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION$ $ A WORKERS COMPENSATION WLRC50675270(AOS) 10/01/2022 10/01/2023STATUTE OTH- ER AND EMPLOYERS'LIABILITY Y/N X STA B ANYPROP E LI TOR/PA TNERIE?ECUTIVE N NIA SCF C50675361 (WI) 10/01/2022 10/01/2023 E.L.EACH ACCIDENT $ 1,000,000 OF(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 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. CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3339 Tamiami Trail East,Suite 302 ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE 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 on 5/19/2023) ,4co CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) �-� 10/1/2023 5/23/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LOCktOn Companies NCONT AMEACT 444 W.47th Street,Suite 900 PHONE. FAX Extl: No): Kansas City MO 64 1 1 2-1 906 E-MAIL (816)960-9000 ADDRESS: kcasu@lockton.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Arch Insurance Company 11150 INSURED MUELLER WATER PRODUCTS INC INSURER B: 1526047 MULLER SYSTEMS,LLC INSURER C: 1200 ABERNATHY ROAD,NE SUITE 1200 INSURER D: 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY),(MMIDD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX DAMAGE RENED CLAIMS-MADE I OCCUR PREMISESO(Ea occurrence) $ XXXXXXX MED EXP(Any one person) $ XXXXXXX PERSONAL&ADV INJURY $ XXXX300X GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ XXXXXXX POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ XXXXXXX OTHER: $ AUTOMOBILE LIABILITY NOT APPLICABLE COMBINED SINGLE LIMIT (Ea accident) $ XXXXXXX ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ XXXXXXX HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY AUTOS ONLY XXXXXX (Per accident) $ XXXXXXX UMBRELLA LIAB OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAB CLAIMS-MADE AGGREGATE $ XXXXXXX DED RETENTION$ $ XXXXXXX WORKERS COMPENSATION NOT APPLICABLE PER STATUTE E ERH- AND EMPLOYERS'LIABILITY Y/N R ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ XXXXXXX OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ XXXXXXX If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ XXXXXXX A CYBER TECH E&0 N N NPL0067236-01 10/1/2022 10/1/2023 LIMIT:$1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 19595132 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS ACCORDANCE WITH THE POLICY PROVISIONS. 3339 TAMIAMI TRAIL EAST,SUITE 302 NAPLES FL 34112 AUTHORIZED REPRESENTA 4711(14 ©1988 015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD