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CAG-12-124 -_ _ - _ _. .. � d f....� C.�V'. .0 ...,i.✓Y2�.x..p gym..».-... City ofT r, City of Renton Contract For Supply of AMR / AMI System Components THIS CONTRACT, made this---7—Day of J� , 2012, by and between the City of Renton, Washington, an Optional Code city and a political subdivision of the State of Washington (hereinafter "City") and Ferguson Enterprises, Inc., with its principal place of business at 24205 Woodinville—Snohomish Road, Woodinville, WA 98072 (hereinafter"Contractor"). W ITN ESSETH: WHEREAS,the City has caused Contract documents for: Contract No. Contract Title : Supply of AMR/AMI System Components to be prepared for certain Work as described therein; and WHEREAS,the City has been deploying and continues to deploy a Sensus FlexNet automated meter reading and advanced metering infrastructure system (AMR/AMI system); WHEREAS,the Contractor is the sole supplier of Sensus water system products, including Sensus FlexNet products, for Washington, Oregon, Idaho and Alaska; WHEREAS,the City has accepted the Contractor's offer to provide the goods and Services in accordance with the Contract's terms; and WHEREAS, by executing this Contract, the Contractor represents that the waiver of the Contractor's immunity under industrial insurance,Title 51 RCW, as set forth in the Contract documents was mutually negotiated by the parties; and NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties herein contained and to be performed, the Contractor hereby agrees to supply the goods and Services at the price and on the terms and conditions herein contained, and to assume and perform all of the covenants and conditions herein required of the Contractor, and the City agrees to pay the Contractor the Contract price provided herein for the supply of the goods and Services and the performance of the covenants set forth herein. City of Renton Automated Meter Reading System Contract --- --THE FURTHER TERMS.-CONDITIONS AND COVENANTS-of-the Contract are set forth in the following - - order of precedence: (1) Contract Amendment (2) The Contract Document which includes this City of Renton Contract and the following Attachments, which are incorporated by this reference: A. Price B. Statement of Work C. Fair Practices Policy Affidavit of Compliance D. Affidavit and Certification Form E. Contractor's Insurance Forms F. ACORD Form G. Bond to the City of Renton CONTRACTO/R� CITY OF RE ON President/Partner/Owner- Signature Denis taw,Mayor r k c-f_ fork ATTEST: President/Partner/Owner-Printed Name .z; NZ Secretary-Signature Bonnie 1.Walton, City Clerk Secretary-Printed Name Ferguson Enterprises, Inc. Firm Name check one ❑ Individual ❑ Partnership 0/Corporation Incorporated in '3-' I A R"7%-, City of Renton Automated Meter Reading System Contract SECRETARIAL CERTIFICATE OF AUTHORIZATION The undersigned Assistant Secretary of Ferguson Enterprises, Inc., a Virginia corporation (the "Corporation"), hereby certifies that: i) certain of the Corporation's facilities in the State of Washington are doing business as Ferguson Enterprises, Inc., d/b/a Ferguson Waterworks and ii) Bruce Ford is General Manager of the Woodinville, WA area and iii)that the resolutions adopted by the Corporation's Board of Directors effective July 31, 2012, duly authorize certain of the Corporation's officers, including the Assistant Secretary, to designate, and I hereby do so designate Bruce Ford as an authorized representative of the Corporation to act for and on behalf of the Corporation to prepare and submit bids and proposals to the Corporation's customers, to enter into contracts, agreements or other documents, and to execute such documents and undertake all such acts as may be deemed in the best interest of the Corporation, including the execution of bonds and in doing so, to contractually bind the Corporation. Unless withdrawn sooner, this certification of authorization shall be effective until July 31, 2013. Dated: August 3, 2012 ��XX`,k( RP1/'i FERGUSON ENTERPRISES, INC. O ,'Q40A'�rF..�d, By y ' id N. eeker, Assistant Secretary Commonwealth of Virginia V ..... �r City of Newport News ) Sworn to subscribed and acknowledged before me this 3`d day of August, 2012, by David N. Meeker, personally known to me, in his capacity as Assistant Secretary of Ferguson Enterprises, Inc., a Virginia corporation, on behalf of such corporation. r—N filtLA Not —Vaihrynl 14'11arris `�.�N M yo'%, (formerly Kathryn M. Hoover) ;`�,Z. SPRY Pie.0 MY .� My commission expires: 04/30/2013 = COMMISSION _ NUMBER Q 7278655 i TABLE OF CONTENTS DEFINITION OF WORDS AND TE,RMS............................................................................................5 I. STANDARD CONTRACTUAL TERMS AND CONDITIONS........................................................7 1.1 Administration.................................................................................................................................. 7 1.2 Contract Amendment...................................................................................................................... 7 1.3 Termination for Convenience/Default/Non-Appropriation......................................................... 7 1.4 Force Majeure.................................................................................................................................. 8 1.5 Washington State Sales Tax......................................................................................................... 8 1.6 Taxes, Licenses, and Certificate Requirements......................................................................... 9 1.7 Assignment....................................................................................................................................... 9 1.8 Indemnification and Hold Harmless ............................................................................................. 9 1.9 Applicable Law and Forum.......................................................................................................... 10 1.10 Conflicts of Interest and Non-Competitive Practices............................................................... 10 1.11 Claims and Appeals...................................................................................................................... 11 1.12 Mediation........................................................................................................................................ 11 1.13 Maintenance of Records.............................................................................................................. 11 1.14 Other Public Agency Orders........................................................................................................ 12 1.15 Environmental Purchasing Policy............................................................................................... 12 1.16 Nondiscrimination and Equal Employment Opportunity......................................................... 12 1.17 Prevailing Wages and Retainage.....................................:......................................................... 14 1.18 Contract Bond................................................................................................................................ 14 1.19 Severability..................................................................................................................................... 15 1.20 No waiver of Breach ..................................................................................................................... 15 II. SPECIFIC CONTRACTUAL TERMS AND CONDITIONS ........................................................ 16 SECTION2 ................................................................................................................................................ 16 2.1 Execution of the Contract............................................................................................................. 16 2.2 Contract Term................................................................................................................................ 16 2.3 Notices............................................................................................................................................ 16 2.4 Notices for Appeal:........................................................................................................................ 17 2.5 Payment Procedures.................................................................................................................... 17 2.6 Purchase Orders........................................................................................................................... 18 2.7 Pricing ............................................................................................................................................. 18 2.8 Shipping Charges.......................................................................................................................... 18 2.9 Acceptance Process..................................................................................................................... 18 2.10 Warranty Provisions...................................................................................................................... 19 2.11 Warranty Remedies...................................................................................................................... 19 2.12 Defective Work.............................................................................................................................. 20 2.13 Independent Status of Contractor............................................................................................... 20 2.14 Public Disclosure Requests......................................................................................................... 20 2.15 Product Return............................................................................................................................... 20 2.16 No Prototype Components .......................................................................................................... 21 2.17 Industrial and Hazardous Waste................................................................................................. 21 2.18 Prohibition on Asbestos-Containing Products.......................................................................... 21 City of Renton Automated Meter Reading System Contract —III. INSURANCE REQUIREMENTS-;.. .-;:. - - .. 22 SECTION3 ................................................................................................................................................ 22 3.1 Evidence and Cancellation of Insurance................................................................................... 22 3.2 Insurance Requirements.............................................................................................................. 22 3.3 Minimum Limits of Insurance....................................................................................................... 23 AttachmentA: Price....................................................................................................................... 25 Attachment B: Statement of Work............................................................................................... 26 Attachment C: Fair Practice Policy Affidavit of Compliance .................................................. 29 Attachment D: Affidavit and Certification Form........................................................................30 Attachment E: Contractor's Insurance Forms........................................................................... 31 AttachmentF: ACORD Form ........................................................................................................ 32 Attachment G: Bond to the City of Renton ................................................................................ 33 City of Renton Automated Meter Reading System Contract DEFINITION OF WORDS AND TERMS Words and terms shall be given their ordinary and usual meanings.Where used in the Contract Documents,the following words and terms shall have the meanings indicated.The meanings shall be applicable to the singular, plural, masculine,feminine and neuter of the words and terms. Acceptable,Acceptance or Accepted:Written Documentation of the City's determination that the Contractor's Work has been completed in accordance with the Contract. Contract Amendment:A written change to the Contract modifying, deleting or adding to the terms or Statement of Work, signed by both parties,with or without notice to the sureties. Contract or Contract Documents:The writings and drawings embodying the legally binding obligations between the City and the Contractor for completion of the Work under the Contract as set forth on Pages 1 and 2 of this document. Contractor:The individual, association, partnership,firm, company, corporation,or combination thereof, including joint ventures, contracting with the City for the performance of Services or Work under the Contract. Cost Analysis:The review, evaluation and verification of cost data and the evaluation of the specific elements of costs and profit. Cost Analysis is the application of judgment using criteria to project from the data to the estimated costs in order to form an opinion on the degree to which proposed costs represent what the Contract should cost, assuming reasonable economy and efficiency. Cam: City of Renton and its officers, employees,agents,contractors, and subcontractors. Day: Calendar Day. Documentation:Technical publications and/or documentation relating to the use of the Software or Services to be Provided and delivered by Contractor under this Contract, such as reference manuals,training manuals, user manuals, maintenance manuals, installation,systems administration and technical guides designed to instruct the City on the features, uses,and functions of the Software or Services. Effective Date:The date the Contract is countersigned by the City. Enhancement:Technical or functional additions to improve functionality and/or operations. Error:An unanticipated Software problem resulting in program behavior not 1)following the Software's logical design, 2) consistent with functionality described in Paragraph V Documentation, and/or 3) consistent with the requirements of the Contract. Final Acceptance:The point when City acknowledges that the Contractor has performed the entire Work in accordance with the Contract. Hardware: Tangible goods, excluding software and data, including, but not limited to, motherboard(s); firmware; memory; internal or external expansion card(s); power supply(s);fan(s); storage controller(s); internal or external hard disk(s); CD-ROM, DVD, Blu-Ray or other media drive(s); graphics controller(s); display screen(s); human interface devices e.g. keyboard, mouse,track ball,touch pad, web camera, microphone; biometric readers e.g.fingerprint scanner(s), retina scanner(s),voice print analyzer(s); security token(s) e.g. Express Card(s),Smart Card(s), PC card(s), USB token(s), crypto key generator(s); software authorizing devices e.g. serial, parallel, or USB dongle(s); equipment or devices to connect the computer to external peripheral equipment such as networks, printers or scanners; cable(s), coupler(s) or adaptor(s); mounting or supporting device(s); housing(s); enclosure(s); external subsystems e.g. Ethernet switch(es), storage system(s), tape drive(s), radios, communication systems, and/or UPS(s). City of Renton Automated Meter Reading System Contract Object-Code:-The executable,-machine-readable,—form of a Software program. Object code is instruction code in machine language produced as the output of a compiler or an assembler. Person: Includes individuals,associations,firms, companies,corporations, partnerships, and joint ventures. Price Analysis:The process of examining and evaluating a price without evaluating its separate cost elements and proposed profit. Proiect Manager:The individual designated by the City to manage the project on a daily basis and who may g p J Y Y represent the City for Contract administration.This Contract may be part of a larger City project. Proiect Sponsor: Individual designated by the City to conduct the Contract solicitation process, draft and negotiate Contracts, resolves contractual issues and supports the Project Manager during Contract performance. Provide: Furnish without additional charge. RCW:The Revised Code of Washington. Request For Proposal ("RFP"):The original "Request for Proposal" published by the City of Renton, including Addenda thereto and written clarifications made by the City of Renton in response to contractor inquiries. Response to RFP:Those documents and materials submitted by contractors to the City of Renton in response to the RFP. Statement of Work("SOW"):That Attachment to the Contract consisting of written descriptions of Services to be performed, or the goods to be Provided or the technical requirements to be fulfilled under this Contract. Services:The furnishing of labor,time, or effort by a Contractor for the following, but not limited to: installation, maintenance, support, configuration,custom Software, or consulting. Software: All or any portion of the then commercially available version(s) of the computer executable programs and Enhancements thereto, including Source Code, localized versions of the computer executable programs and Enhancements thereto, including Source Code and Documentation licensed and delivered by Contractor to the City. Source Code: A set of human readable instructions,written in a programming language,that must be translated to Object Code before the program can run on a computer. Subcontractor:The individual, association, partnership,firm, company, corporation, or joint venture entering into an agreement with the Contractor to perform any portion of the Work covered by this Contract. Update:All published revisions to the Documentation and copies of the revised, Enhanced, or modified Software, which are not designated by Contractor as new products. Upgrade:Subsequent releases of the Software and Documentation that generally have a new major version number, i.e.version 6.3 to version 7.0. Virus: Software code that is intentionally and specifically constructed for the purpose of destroying, interrupting or otherwise adversely impacting other code or data in a computer, such as replicating itself or another program many times without any useful purpose. Work: Everything to be Provided and done for the fulfillment of the Contract and shall include all Software, Hardware and Services specified under this Contract, including Contract Amendments and settlements. City of Renton Automated Meter Reading System Contract r, I. STANDARD CONTRACTUAL TERMS AND CONDITIONS 1.1 Administration This Contract is between the City and the Contractor who shall be responsible for Providing the Work described herein.The City is not party to defining the division of Work between the Contractor and its Subcontractors, if any, and the Statement of Work has not been written with this intent. The Contractor represents that it has or shall obtain all personnel, materials and equipment required to perform Work hereunder. In accordance with the FBI's Criminal Justice Information System Policy 4.5, all contractor employees that might access City systems will be required to comply with the personnel security screening requirements set forth in the policy. That screening may include, but is not limited to,a state of residency fingerprint check and additional screening as deemed appropriate by the City. All screening will be done prior to access to the City's systems, either from the contractor's site or the City's.Should the contractor send an employee that has either not been screened,or fails the security screening,for any reason,the City retains the right to turn away such employee and prohibit his/her access.All travel costs, if any,for such employee will be the responsibility of the contractor. The City retains the right to approve contractor employees assigned to the project and request a change of personnel based on employee performance. The City may refuse project staff for any reason. The Contractor's performance under this Contract may be monitored and reviewed by City personnel. Reports and data required to be Provided by the Contractor shall be delivered to the City as described herein. 1.2 Contract Amendment All changes to the Contract shall be through a Contract Amendment. No oral order or conduct by the City shall constitute a change to the Contract. If any Contract Amendment causes an increase or decrease in the cost of, or the time required for performance of any part of the Work under this Contract,the Contract may be modified if agreed to in writing by both parties. Contract Amendments may require a Cost/Price Analysis to determine the reasonableness of the proposed adjustments to the Contract. 1.3 Termination for Convenience/Default/Non-Appropriation A. Termination for Convenience The City for its convenience may terminate this Contract, in whole or in part,at any time by written notice sent certified mail, return receipt requested,to the Contractor.After receipt of a Notice of Termination ("Notice"), and except as directed by the City,the Contractor shall immediately stop Work as directed in the Notice, and comply with all other requirements in the Notice.The Contractor shall be paid its costs, including necessary and reasonable Contract closeout costs and profit on that portion of the Work performed and Accepted up to the date of termination as specified in the notice.The Contractor shall promptly submit its request for the termination payment,together with detailed supporting documentation. If the Contractor has any property in its possession belonging to the City,the Contractor shall account for the same and dispose of it in the manner the City directs.All termination payment requests may be subject to Cost or Price Analysis. B. Termination for Default If the Contractor does not deliver Work in accordance with the Contract, or the Contractor fails to perform in the manner called for in the Contract, or if the Contractor fails to comply with any material provisions of the Contract,the City may terminate this Contract, in whole or in part,for default as follows: 1. A"Notice to Cure"shall be served on the Contractor by certified mail (return receipt requested) or delivery service capable of providing a receipt.The Contractor shall have thirty (30) Days to cure the default or provide the City with a detailed written plan, which indicates the time and City of Renton Automated Meter Reading System Contract I - - ---methods needed to-bring-the Work into compliance and cure the default,or as otherwise set out in the Contract or noted in the Maintenance Agreement. 2. If the Contractor has not cured the default or the plan to cure the default is not acceptable to the City,the City may terminate the Contract.Termination shall occur by serving a Notice of Termination by certified mail (return receipt requested)or delivery service capable of providing a receipt on the Contractor setting forth the manner in which the Contractor is in default and the effective date of termination. 3. The Contractor shall only be paid for Work delivered and Accepted, less any damages to the City caused by or arising from such default. 4. The termination of this Contract shall in no way relieve the Contractor from any of its obligations under this Contract as to the work performed as of the effective date of termination, nor shall 'n i r' r hereunder h work performed such termination on limit the fights and remedies of the City as to p as of the effective date of termination C. Termination for Non-Appropriation If expected or actual funding is withdrawn, reduced or limited in any way during the Contract term or in any Contract Amendment hereto,the City may, upon written notice to the Contractor,terminate this Contract in whole or in part. Payment shall not exceed the appropriation for the year in which termination is effected. If the Contract is terminated for non-appropriation: 1. The City shall be liable only for payment in accordance with the terms of this Contract for Services performed and Accepted prior to the effective date of termination; and, 2. The Contractor shall be released from any obligation under this Contract(including any related purchase order)to provide further Work pursuant to the Contract. Funding under this Contract beyond the current appropriation year is conditional upon the appropriation by the City Council of sufficient funds to support the activities described in this Contract.Should such an appropriation not be approved,the Contract shall terminate at the close of the current appropriation year.The appropriation year ends on December 31 of each year. 1.4 Force Majeure The term "force majeure" shall include,without limitation by the following enumeration: acts of nature, acts of civil or military authorities,terrorism,fire,accidents,shutdowns for purpose of emergency repairs, industrial, civil or public disturbances causing the inability to perform the requirements of this Contract. If a party is rendered unable,wholly or in part, by a force majeure event or any other cause not within such party's control, to perform or comply with any obligation or condition of this Contract, upon giving notice and reasonably full particulars to the other party,such obligation or condition shall be suspended only for the time and to the extent commercially practicable to restore normal operations. In the event the Contractor ceases to be excused pursuant to this provision,then the City shall be entitled to exercise any remedies otherwise provided for in this Contract, including Termination for Default.Whenever a force majeure event causes the Contractor to allocate limited resources between or among the Contractor's customers,the City shall receive no less priority in respect to such allocation than any of the Contractor's other customers. In the event of any such delay,the date of performance shall be extended for a period equal to the time lost by reason of the delay. 1.5 Washington State Sales Tax The Contractor shall register for payment of sales taxes in the State of Washington. The Contractor shall add the sales tax to each invoice and upon receipt of payment from the City, promptly remit appropriate amounts to the State of Washington. City of Renton Automated Meter Reading System Contract �I 1.6 Taxes, Licenses,and Certificate Requirements This Contract and any of the Work Provided hereunder is contingent and expressly conditioned upon the ability of the Contractor to Provide the specified goods or Services consistent with applicable federal,state or local laws and regulations. If,for any reason,the Contractor's required licenses or certificates are terminated, suspended, revoked or in any manner modified from their status at the time this Contract becomes effective, the Contractor shall notify the City immediately of such condition in writing. The Contractor and Subcontractor(s)shall maintain and be liable for all taxes,fees, licenses, permits and costs as may be required by applicable federal,state or local laws and regulations as may be required to Provide the Work under this Contract. The Contractor and Subcontractor(s)shall maintain throughout the term of the Contract a City of Renton Business License. 1.7 Assignment Neither party shall assign or transfer any interest,obligation or benefit under or in this Contract,whether by change of control of greater than 51%,transfer of a controlling interest of greater than 51%,sale of assets or stock, merger with another entity,assignment or novation,without written consent of the other party. If assignment or transfer is approved,this Contract shall be binding upon and inure to the benefit of the successors of the assigning party.This provision shall not prevent Contractor from pledging any proceeds from this Contract as security to a lender subject to city approval.An assignment or transfer shall be accepted by either party upon the posting of all required bonds,securities and the like by the assignee and the written agreement by assignee to assume and be responsible for the obligations and liabilities of the Contract, known and unknown, and applicable law. 1.8 Indemnification and Hold Harmless A. Patent and Copyright Indemnity The Contractor shall protect, indemnify,defend and save harmless the City from any and all claims or lawsuits alleging a violation of a third party's copyright or patent rights.So long as the City gives Contractor prompt notice of any infringement claim brought against the City regarding the Software and the City gives Contractor information, reasonable assistance,and sole authority to defend or settle any infringement claim,then,in the defense or settlement of an infringement claim,Contractor shall, in its reasonable judgment and at its option and expense: (i)obtain for the City the right to continue using the Software; (ii) replace or modify the Software so that it becomes noninfringing while giving equivalent performance; or(iii) if Contractor cannot obtain the remedies in (i) or(ii),the parties may proceed to a court of competent jurisdiction to determine the amount of fees that shall be returned to the City. Before final payment is made on this Contract,the Contractor shall, if requested by the City,furnish acceptable proof of a proper release from all such fees or claims. Contractor shall have no liability to indemnify or defend the City to the extent the alleged infringement is based on: (i)a modification of the Software by the City or others authorized by the City but not by the Contractor;or(ii) use of the Software other than in accordance with the Documentation. If the City is required to defend itself or enter into a settlement agreement due to Contractor's failure to defend,Contractor shall indemnify the City for its costs and expenses as well as any judgment entered against the City. B. Indemnification For All Other Actions Contractor shall protect, defend, indemnify and save harmless the City, its officers,employees and agents from any and all costs,claims,judgments,and/or awards of damages for injuries to Persons and/or damage to tangible property, arising out of or in any way resulting from the acts or omissions of the Contractor its officers,employees,Subcontractors and/or agents. Contractor's indemnification obligation shall include but is not limited to,all claims against the City by an employee or former employee of the City of Renton Automated Meter Reading System Contract - Contractor or its Subcontractors,and-the Contractor-expressly waives by mutual-negotiation,Withh respect to the City only,all immunity and limitation on liability under any industrial insurance act, including Title 51 RCW,other worker's compensation act,disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. In the event the City incurs any costs including attorneys'fees to enforce the provisions of this paragraph, all such costs and fees shall be recoverable from the Indemnitor. 1.9 Applicable Law and Forum This Contract shall be governed by and construed according to the laws of the State of Washington, including but not limited to,the Uniform Commercial Code,Title 62A RCW.Any claim or suit concerning this Contract may only be filed and prosecuted in either the King County Superior Court or U.S. District Court for the Western District of Washington, in Seattle,Washington. 1.10 Conflicts of Interest and Non-Competitive Practices A. Conflict of Interest By entering into this Contract to perform Work,the Contractor represents that it has no undisclosed direct or indirect pecuniary or proprietary interest in the Work required to be performed under this Contract, and that it shall not acquire any such interest that conflicts in any manner or degree with the Work required to be performed under this Contract.The Contractor shall not employ any Person or agent having any conflict of interest. In the event that the Contractor or its agents, employees or representatives hereafter acquires such a conflict of interest, it shall immediately disclose such conflict to the City.The City shall require that the Contractor take immediate action to eliminate the conflict up to and including termination for default. B. Contingent Fees and Gratuities By entering into this Contract to perform Work,the Contractor represents that: 1. No Persons except as designated by Contractor shall be employed or retained to solicit or secure this Contract with an agreement or understanding that a commission, percentage, brokerage, or contingent fee would be paid. 2. No gratuities, in the form of entertainment,gifts or otherwise,were offered or given by the Contractor or any of its agents, employees or representatives,to any official, member or employee of the City or other governmental agency with a view toward securing this Contract or securing favorable treatment with respect to the awarding or amending,or the making of any determination with respect to the performance of this Contract. 3. Any Person having an existing Contract with the City or seeking to obtain a Contract who willfully attempts to secure preferential treatment in his or her dealings with the City by offering any valuable consideration,thing or promise, in any form to any City official or employee shall have his or her current Contracts with the City canceled and shall not be able to enter into any other Contract with the City for a period of two (2)years. C. Disclosure of Current and Former City Employees To avoid any actual or potential conflict of interest or unethical conduct: 1. City employees or former City employees are prohibited from assisting with the preparation of proposals or contracting with, influencing,advocating, advising or consulting with a third party, including Contractor,while employed by the City or within one(1)year after leaving City employment if he/she participated in determining the Work to be done or processes to be followed while a City employee. For purposes of this section (1.10),the term "city employee" City of Renton Automated Meter Reading System Contract shall include any individual who may-have been an independent contractor, but(a)whose primary place of work was at the city, (b)whose work schedule was directed by any city employee, (c)who maintained an office space at the city, (d)who managed or supervised city employee(s),or(e)who reported hours worked to the city's finance or payroll department. 2. Contractor shall identify at the time of offer current or former City employees involved in the preparation of proposals or the anticipated performance of Work if awarded the Contract. Failure to identify current or former City employees involved in this transaction may result in the City's termination of this Contract. 3. After Contract award,the Contractor is responsible for notifying the City of current or former City employees who may become involved in the Contract at any time during the term of the Contract. 1.11 Claims and Appeals The Contractor shall address claims for additional time or compensation under the Contract in writing to the Project Sponsor and Project Manager within thirty(30) Days of the date in which the Contractor knows or should know of the basis for the claim. Claims shall be accompanied by supporting documentation and citation to applicable provisions in the Contract Documents.The City reserves the right to request additional documentation necessary to adequately review the claim. No claim by the Contractor shall be allowed if asserted after final payment under this Contract.The Project Sponsor and Project Manager shall ordinarily respond to the Contractor in writing with a decision issued jointly, but absent such written response,the claim shall be deemed denied upon the tenth (10th) Day following receipt by the Project Sponsor and Project Manager of the claim, or requested additional documentation,whichever is later. In the event the Contractor disagrees with the determination of the Project Sponsor and Project Manager,the Contractor shall,within thirty(30) Days of the date of such determination,appeal the determination in writing to the Finance& Information Technology Administrator(FIT Administrator) In the event the FIT Administrator is also the Project Sponsor,the appeal shall be directed to the Assistant Chief Administrative Officer(ACAO) of the City. Such written notice of appeal shall include all information necessary to substantiate the appeal.The FIT Administrator, or ACAO,shall review the appeal and make a determination in writing,which shall be final.Appeal to the FIT Administrator, or ACAO, on additional time or compensation claims shall be a condition precedent to litigation. Pending final decision of a claim and appeal hereunder,the Contractor shall proceed diligently with the performance of the Contract and in accordance with the direction of the Project Sponsor or Project Manager. Failure to comply precisely with the time deadlines under this paragraph as to any claim shall operate as a waiver and release of that claim and an acknowledgment of prejudice to the City. 1.12 Mediation If a dispute arises out of or relates to this Contract,or the breach thereof,and if said dispute cannot be resolved through the claims and appeal process set forth in the Claims and Appeals paragraph above,the parties may, upon mutual agreement,endeavor to settle the dispute in an amicable manner by mediation, or other agreed form of ADR process, prior to commencing litigation. 1.13 Maintenance of Records A. Retention of Records The Contractor and its Subcontractors shall maintain books,records and documents of its performance under this Contract in accordance with generally accepted accounting principles for governmental entities. The Contractor shall retain all financial information, data and records for all Work,under the Contract for six(6)years after the date of final payment. City of Renton Automated Meter Reading System Contract B. Audit Access -- _-- 1. Federal,state or City auditors shall have access to Contractor's and its Subcontractors' records for the purpose of inspection, Cost or Price Analysis,audit or other reasonable purposes related to this Contract. Federal,state or City auditors shall have access to records and be able to copy such records during the Contractor's normal business hours.The Contractor shall Provide proper facilities for such access, inspection and copying. 2. Audits may be conducted during or after the Contract period for purposes of evaluating claims by or payments to the Contractor and for any other reason deemed appropriate and necessary by the City.Audits shall be conducted in accordance with generally accepted accounting principles for governmental entities and/or federal,state or City audit procedures, laws or regulations.The Contractor shall fully cooperate with the auditor(s). 3. Proof of Compliance with Contract The Contractor shall, upon request, provide the City with satisfactory documentation of the Contractor's compliance with the Contract. In addition,the Contractor shall permit the City and if federally funded,the Comptroller General of the United States,or a duly authorized representative,to inspect all Work, materials, payrolls and other data and records involving the Contract. 1.14 Other Public Agency Orders Other federal,state,City and local entities may use the terms and conditions established by this Contract if agreeable to all parties.The City does not accept any responsibility or involvement in the purchase orders or contracts issued by other public agencies. 1.15 Environmental Purchasing Policy Contractors able to supply products containing recycled and environmentally preferable materials that meet performance requirements are encouraged to Provide them. The Contractor shall use recycled paper for all printed and photocopied documents related to the submission of this solicitation and fulfillment of the Contract and shall,whenever practicable, use both sides of the paper. 1.16 Nondiscrimination and Equal Employment Opportunity A. Nondiscrimination in Employment and Provision of Services During the performance of this Contract, neither the Contractor nor any party subcontracting under the authority of this Contract shall discriminate or tolerate harassment on the basis of race, color,sex, religion, national origin, marital status, creed, sexual orientation, age, or the presence of any sensory, mental,or physical disability in the employment or application for employment or in the administration or delivery of Services or any other benefits under this Contract. B. Equal Benefits to Employees with Domestic Partners the Contractor agrees that it shall not discriminate in the provision of employee benefits between employees with spouses and employees with domestic partners during the performance of this Contract. Failure to comply with this provision shall be considered a material breach of this Contract, and may subject the Contractor to administrative sanctions and remedies for breach. C. Nondiscrimination in Subcontracting Practices During the term of this Contract,the Contractor shall not create barriers to open and fair opportunities to participate in City Contracts or to obtain or compete for Contracts and Subcontracts as sources of supplies,equipment, construction and Services. In considering offers from and doing business with City of Renton Automated Meter Reading System Contract — .-Subcontractors and-suppliers,the-Contractor shall-not-discriminate against any person on the basis of— race, color, religion,sex,age, national origin,creed, marital status,sexual orientation or the presence of any mental or physical disability in an otherwise qualified disabled person. D. Compliance with Laws and Regulations The Contractor shall comply fully with all applicable federal,state and local laws,ordinances,executive orders and regulations that prohibit discrimination.These laws include, but are not limited to, RCW 49.60, Titles VI and VII of the Civil Rights Act of 1964,the Age Discrimination Act of 1975,the American with Disabilities Act and the Restoration Act of 1987.The Contractor shall further comply fully with any affirmative action requirements set forth in any federal regulations,statutes or rules included or referenced in the Contract documents. E. Small Contractors and Suppliers and Minoritv and Women Business Enterprises Opportunities While not a requirement of this Contract,the City encourages the Contractor to use businesses, including Small Contractors and Suppliers (SCS),as defined herein,and minority-owned and women-owned business enterprises in City Contracts. The term "Small Contractors and Suppliers" means that a business and the person or persons who own and control it are in a financial condition which puts the business at a substantial disadvantage in attempting to compete for public contracts.The relevant financial condition for eligibility under the Contracting Opportunities Program is set at fifty percent(50%)of the federal Small Business Administration (SBA)small business size standards using the North American Industry Classification System and Owners' Personal Net Worth less than seven hundred fifty thousand dollars ($750,000). The City encourages the Contractor to use the following voluntary practices to promote open competitive opportunities for small businesses, including SCS firms and minority-owned and women-owned business enterprises: 1. Contact the Washington State Office of Minority and Women's Business Enterprises(OMWBE) to obtain a list of certified minority-owned and women-owned business enterprises at the following website at http://www.omwbe.wa.gov/or by telephone 360-704-1181 or jwheat @omwbe.wa.gov. 2. Use the small services of available community organizations, consultant groups, local assistance offices, and other organizations that provide assistance in the recruitment and placement of small businesses, including SCS firms and minority-owned and women-owned business enterprises. F. Equal Employment Opportunity Contractor shall execute the attached City of Renton Fair Practices Policy Affidavit of Compliance form, Comply with City Administrative Policy 1.2,and upon completion of the contract Work, file the attached compliance statement. (Attachment C) G. Record-Keeping Requirements and Site Visits The Contractor shall maintain,for at least six(6)years after completion of all Work under this Contract, the following: 1. Records of employment,employment advertisements,application forms,and other pertinent data, records and information related to employment,applications for employment or the administration or delivery of Services or any other benefits under this Contract; and 2. Records, including written quotes, bids,estimates or proposals submitted to the Contractor by all businesses seeking to participate on this Contract, and any other information necessary to City of Renton Automated Meter Reading System Contract I document the actual-use of and payments-to-Subcontractors and suppliers in this Contract, including employment records. The City may visit,at any time,the site of the Work and the Contractor's office to review the foregoing records.The Contractor shall Provide every assistance requested by the City during such visits. In all other respects,the Contractor shall make the foregoing records available to the City for inspection and copying upon request. If this Contract involves federal funds,the Contractor shall comply with all record keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the Contract. H. Sanctions for Violations Any violation of the mandatory requirements of the provisions of paragraph 1.16 shall be a material breach of this Contract,for which the Contractor may be subject to damages,withholding payment and any other sanctions provided for by this Contract and by applicable law. I. Required Submittals Upon Completion of Work Upon completion of Work and as a condition precedent to final payment,the Contractor shall submit a Final Affidavit of Amounts Paid to City of Renton Finance&Information Technology Department. Identify amounts actually paid,and any amounts owed,to each Subcontractor and/or supplier(if applicable)for performance under this Contract. Failure to submit such affidavits may result in withholding of payments or the final payment. J. Compliance with Section 504 of the Rehabilitation Act of 1973 The contractor has evaluated its services, programs and employment practices for compliance with Section 504 of the Rehabilitation Act of 1973,as amended ("504"), and the Americans with Disabilities Act ("ADA"). 1.17 Prevailing Wages and Retainage Contractor and Subcontractors shall pay prevailing wages. Before the first incremental payment is made to the Contractor for an item, the Contractor and its Subcontractors shall file Intents to Pay Prevailing Wages with the State of Washington (information copy provided to the City of Renton). The Contractor should not pay any subcontractor for any work until after the subcontractor has filed all Intents to Pay Prevailing Wages. The Contractor shall not receive release of retainage until all Affidavits of Wages Paid have been filed with and accepted by the State of Washington. See paragraph 2.5.13.2 for applicability of retainage. 1.18 Contract Bond The Contractor shall provide an executed Contract Bond for the amount of the sum of the price for 6 units of Item 3 in Attachment A, Price. The bond shall: A. Be on the City-furnished form; B. Be signed by an approved Surety(or Sureties)that: 1. Is registered with the Washington State Insurance Commissioner, and 2. Appears on the current Authorized Insurance List in the State of Washington published by the Office of the Insurance Commissioner, C. Be conditioned upon the faithful performance of the Contract by the Contractor within the prescribed time; D. Guarantee that the S urety shall indemnify, defend, and protect the City against any claim of direct or indirect loss resulting from the failure: City of Renton Automated Meter Reading System Contract - 1. —Of the Contractor(or any employees,-Subcontractors, or lower tier subcontractors of the Contractor)to faithfully perform the contract, or 2. Of the Contractor(or any employees, Subcontractors, or lower tier subcontractors of the Contractor)to pay all labors, mechanics, Subcontractors, lower tier subcontractors, materialperson, or any person who provides supplies or provisions for carrying out the Work; E. Be accompanied by a power of attorney for the Surety's officer empowered to sign the bond; and F. Be signed by an officer of the Contractor empowered to sign official statements (sole proprietor or partner). If the Contractor is a corporation, the bond must be signed by the president or vice- president, unless accompanied by written proof of the authority of the individual signing the bond to bind the corporation (i.e., corporate resolution, power of attorney or a letter to such effect by the president or vice-president). 1.19 Severability Whenever possible,each provision of this Contract shall be interpreted to be effective and valid under applicable law. If any provision is found to be invalid, illegal or unenforceable,then such provision or portion thereof shall be modified to the extent necessary to render it legal,valid and enforceable and have the intent and economic effect as close as possible to the invalid, illegal and unenforceable provision. If it is not possible to modify the provision to render it legal,valid and enforceable,then the provision shall be severed from the rest of this Contract.The invalidity, illegality or unenforceability of any provision shall not affect the validity, legality or enforceability of any other provision of this Contract,which shall remain valid and binding. 1.20 No waiver of Breach No action or failure to act by the City shall constitute a waiver of any right or duty afforded to the City under the Contract; nor shall any such action or failure to act by the City constitute an approval of, or acquiescence in, any breach hereunder, except as may be specifically stated by the City in writing. City of Renton Automated Meter Reading System Contract H. SPECIFIC CONTRACTUAL TERMS AND CONDITIONS 2.1 Execution of the Contract The documents constituting the Contract between the City and the Contractor are intended to be complementary so that what is required by any one of them shall be as binding as if called for by all of them. After the Effective Date: A. Automated Metering Reading System Infrastructure. 1. Fixed Network Data Collection Repeaters. The City will issue purchase orders for fixed network data collection repeaters (Sensus FlexNet Network Portals(FNP)), including installation, if field conditions indicate the repeaters are required. It is estimated that up to six repeaters may be necessary. B. Meter Data Transceivers. The City will issue purchase orders for meter data transceivers (Sensus FlexNet SmartPoint M2 510M endpoint radios). The Contract may be executed in counterparts, any of which shall be deemed an original and which shall together constitute one Contract. 2.2 Contract Term The term of this Contract shall be five(5)years,commencing on the Effective Date of the Contract and subject to the termination provisions at paragraph 1.3,Termination for Convenience/Default/Non-Appropriation.The Warranty Period begins at Final Acceptance and continues for a period of twelve(12) months. Upon the completion of the Warranty Period,the Maintenance Agreement begins and continues from year to year unless terminated as described in this Contract.The Software License shall be perpetual. If during the Contract term, additional units or services need to be purchased to provide AMR coverage to meters located within the City's Water Service Area as defined in the Statement of Work,the City will pay either the unit cost as identified in the Contract or the then current market value,whichever is more beneficial to the City. Y 2.3 Notices All notices or documentation required or Provided pursuant to this Contract shall be in writing and shall be deemed duly given when delivered to the addresses set forth below. For Project Management related notices,questions or documentation: CITY OF RENTON CONTRACTOR Project Manager J.D. Wilson 1055 South Grady Way Renton, WA 98057 (425) 430-7295 rjwilson@rentonwa.gov City of Renton Automated Meter Reading System Contract For Contract related notices,questions or documentation contact: Project Sponsor Name: Abdoul Gafour City of Renton 1055 South Grady Way Renton,WA 98057 (425)430-7210 agafour @rentonwa.gov 2.4 Notices for Appeal: Gregg Zimmerman, Public Works Administrator City of Renton 1055 South Grady Way Renton,WA 98057 (425)430-7311 gzimmerman @rentonwa.gov 2.5 Payment Procedures A. Invoices The Contractor for Work Accepted by the City shall furnish invoices to the Project Manager. Important—When a purchase order is issued against this Contract that has the potential for multiple or partial deliveries, a separate invoice shall be generated for each completed delivery Accepted by the City. All invoices shall include the following information: purchase order number, requester's name and phone number, date of invoice, invoice number and invoice total. For each item in the Contract, provide: item number,quantity, description, Contract price and when applicable provide the manufacture, list price and discounts. For Services, invoices shall identify either milestones Accepted, hours worked and Contract hourly rates, or authorized fees. The City will not be bound by prices contained in an invoice that are higher than those in this Contract. The invoice may be rejected and returned to the Contractor for a correct invoice. FAILURE TO COMPLY WITH THESE REQUIREMENTS OR TO PROVIDE AN INVOICE IN CONFORMANCE WITH THE CONTRACT MAY DELAY PAYMENT. B. Payments Within thirty(30) Days after receipt of an invoice,other than a rejected invoice,the City shall pay the Contractor for Accepted Work. Upon acceptance of payment Contractor waives any claims for the Work covered by the invoice, accept for claims already asserted. 1. The City will pay invoices submitted by the selected contractor as progress is made against mutually agreed upon milestones and deliverables on the implementation project and agreed upon service stipulated in the final agreement. Prior to payment, invoices will be reviewed to determine if billing is reflective of actual agreed upon project progression and performance. City of Renton Automated Meter Reading System Contract Upon acceptance of the billing by the City's Project Manager the payment will be processed and submitted to the contractor. 2. Retainage. Retainage shall apply to Item 3 of Attachment A, Price. The City will withhold from payment five percent of the price, before taxes,for these items. After the work for this item has been accepted by the City and the City has verified that the applicable Affidavits of Wages paid have been accepted by the State of Washington and that the taxes for these items has been paid to the State of Washington,then the retainage will be released to the Contractor. See paragraph 1.17 regarding filing Intents to Pay Prevailing Wages as a condition of payment. C. Subcontractor Prompt Payment The Contractor agrees to pay each Subcontractor under this Contract for satisfactory performance of its Subcontract within thirty(30) Days from the receipt of each payment the Contractor receives from the City. 2.6 Purchase Orders Purchase orders shall be issued referencing this Contract number. Purchase order(s)shall define and authorize the Work by the Contractor based on the prices contained in this Contract.The purchase orders issued by the City may reflect agreed to Contract Amendments. 2.7 Pricing Prices shall be as stated in the Contract Price,and shall remain firm during the contract term.Any price adjustments shall be addressed in accordance with paragraph 1.2,Contract Amendment. See Attachment A, Price,for provisions for unit price adjustment using the Consumer Price Index(CPI). 2.8 Shipping Charges All prices shall include freight FOB to the designated delivery point.The City shall reject requests for additional compensation for freight charges. 2.9 Acceptance Process The City may Accept Work by phase or milestone as specified in the Statement of Work.The Contractor will give the City"notice of completion"of Work related to a specific milestone following the Contractor's completion of all such Work in accordance with the requirements in the Contract. A. Acceptance Process Upon completion of the milestone deliverables,the Contractor will notify the City and the Acceptance process will commence.Acceptance shall be based on conformance with the Statement of Work.After notice by Contractor of completion of the milestone, City will issue a written notice of milestone Acceptance or Provide Contractor with a notification of rejection,which will include documentation of the specific grounds for the rejection,outlining items not in compliance with the deliverables. B. Correction of Deficiencies Process If a deliverable is rejected, Contractor will have a commercially practicable time to correct items documented in the City's notification of rejection. Following the receipt of Contractors' notice that the Work has been corrected,the City will issue a written notice of Acceptance or provide Contractor with a notification of rejection,which will include documentation of the specific grounds for the rejection, outlining Work not in compliance with the milestone.The project schedule will be adjusted accordingly in the event that a dispute regarding the method or accuracy of the correction causes a delay. If the deliverable(s)fails to comply with the milestone after Contractor's second attempt to correct the Work and no clear plan can be agreed upon between the City Project Manager and the Contractor's Project City of Renton Automated Meter Reading System Contract Manager,the City will determine the appropriate corrective action(s) up to and, including declaring a breach of Contract. 2.10 Warranty Provisions A. No Waiver of Warranties and Contract Rights Conducting of tests and inspections, review of Statement of Work or plans, payment for Work, or Acceptance or Final Acceptance of the Work by the City shall not constitute a waiver of any rights under this Contract or in law.The termination of this Contract shall in no way relieve the Contractor from its warranty/guarantee responsibility as it pertains to work completed as of the effective termination date. B. Warranty Term The Contractor warrants that the Work performed under this Contract shall be free from defects in material and workmanship, and shall conform all requirements of this Contract,for a period of twelve (12) months from date of Acceptance of such Work by the City, except that the warranty for the equipment items (SmartPoint radios and FNPs)shall be as described in Sensus publication G-500-1114,Sensus Limited Warranty.The exception does not apply to the installation of said items. The clock for the warranty of the installation Work starts at Acceptance. Any Work corrected shall be subject to this paragraph to the same extent as the Work initially Provided. C. Warranty Applicable to Third Party Suppliers,Vendors, Distributors and Subcontractors The Contractor shall ensure that the warranty requirements of this Contract are enforceable through and against the Contractor's suppliers,vendors,distributors and Subcontractors.The Contractor is responsible for liability and expense caused by any inconsistencies or differences between the warranties extended to the City by the Contractor and those extended to the Contractor by its suppliers,vendors, distributors and Subcontractors.Such inconsistency or difference shall not excuse the Contractor's full compliance with its obligations under this Contract.The Contractor shall cooperate with the City in facilitating warranty related Work by such suppliers,vendors,distributors and Subcontractors. 2.11 Warranty Remedies A. If at any time during the twelve (12) month period immediately following Acceptance of any Work covered by this Contract, Contractor or the City discovers one or more material defects or Errors in the Work or any other aspect in which the Work materially fails to meet the provisions of the warranty requirements herein Contractor shall,at its own expense and within thirty(30) Days of notification of the defect by the City,correct the defect, Error or nonconformity by,among other things, making additions, modifications, adjustments,or replacements to the Work as may be necessary to keep the Work in operating order in conformity with the warranties herein.Any Work corrected shall be subject to this subsection to the same extent as the Work initially Provided. B. There must be a sixty(60) day warranty period, during which the City may return defective media to Contractor and it shall be replaced without charge to the City. C. In order to qualify for remedial action under these warranties,the City shall report a warranty failure to the Contractor in writing within thirteen (13) months from the date of Acceptance.The Contractor shall not be responsible for remedial action under this warranty to the extent the failure to meet the warranty is caused by modification to the product(s) by the City or anyone other than the Contractor or its Subcontractors, unless under Contractor's or its Subcontractor's direction. D. The City shall give written notice of any defect to the Contractor. If the Contractor has not corrected the defect within thirty(30) Days after receiving the written notice,the City, in its sole discretion, may correct the defect itself. In the case of an emergency(a reported defect not corrected within forty-eight(48) hours)where the City believes a delay could cause serious injury, loss or damage,the City may waive the City of Renton Automated Meter Reading System Contract II written notice and correct the defect. In either case,the City shall charge-back the cost for such warranty repair to the Contractor. E. The Contractor is responsible for all costs of repair or replacement in order to restore the Work to the applicable Contract requirements or Statement of Work, including shipping charges,for Work found defective within the warranty period, regardless of who actually corrects the defect. 2.12 Defective Work Prior to Acceptance,when and as often as the City determines that the Work,furnished under the Contract is not fully and completely in accordance with any requirement of the Contract, it may give notice and description of such non-compliance to the Contractor.Within thirty(30) Days of receiving such written notification,the Contractor shall supply the City with a detailed,written plan which indicates the time and methods needed to bring the Work in compliance with the Contract.The City may reject or accept this plan at its discretion. If the City rejects the plan the Contractor may be determined to be in material default of the Contract.This procedure to remedy defects is not intended to limit or preclude any other remedies available to the City by law, including those available under the Uniform Commercial Code,Title 62A RCW. 2.13 Independent Status of Contractor In the performance of this Contract,the parties shall be acting in their individual, corporate or governmental capacities and not as agents,employees, partners,joint ventures, or associates of one another.The parties intend that an independent Contractor relationship shall be created by this Contract.The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Contractor shall not make any claim of right, privilege or benefit,which would accrue,to an employee under RCW 41.06., or RCW Title 51. 2.14 Public Disclosure Requests This Contract shall be considered a public document and will be available for inspection and copying by the public in accordance with the Public Records Act, RCW 42.56(the "Act"). If the Contractor considers any portion of any record provided to the City under this Contract,whether in electronic or hard copy form,to be protected under law,the Contractor shall clearly identify each such portion with words such as"CONFIDENTIAL," "PROPRIETARY" or"BUSINESS SECRET." If a request is made for disclosure of such portion,the City will determine whether the material should be made available under the Act. If the City determines that the material is subject to disclosure,the City will notify the Contractor of the request and allow the Contractor ten (10) business days to take whatever action it deems necessary to protect its interests. If the Contractor fails or neglects to take such action within said period,the City will release the portions of record(s) deemed by the City to be subject to disclosure.The City shall not be liable to the Contractor for inadvertently releasing records pursuant to a disclosure request not clearly identified by the Contractor as "CONFIDENTIAL," "PROPRIETARY" or"BUSINESS SECRET." 2.15 Product Return The City reserves the right to return to the Contractor,those parts and supplies determined to be surplus and no longer required by the City. Parts and supplies eligible for return to the Contractor shall have been ordered by the City for inventory or as spares, be unused,and in the same general condition as when received. The City shall advise the Contractor in writing of its intention to return any parts and supplies before the Contract closes. Such items shall be returned within twelve(12) months of purchase. The Contractor shall only be authorized a restocking fee if agreed to at the time of Contract execution and as described in Attachment A, Price,for the return of parts and supplies.The Contractor shall, at the City's option, issue a credit for the dollar value of the merchandise returned or refund that dollar amount(less any restocking fee to the City. Y City of Renton Automated Meter Reading System Contract This paragraph does not apply to any merchandise made to order for the City. 2.16 No Prototype Components All Work shall be in roducti n p o and be used by customers comparable to the City at the time of the Contract Effective Date.Test or prototype items shall be clearly identified as such.A sufficient inventory of the Work shall be available to meet delivery requirements. 2.17 Industrial and Hazardous Waste The Contractor shall comply with all applicable local ordinances,state and federal statutes, and supporting rules and regulations governing the discharge of industrial waste to a public sewer, private sewer,or side sewer tributary to any sewerage system. Contractor shall handle and dispose of all hazardous wastes in compliance with all applicable local, state and federal laws and regulations, including the Resource Conservation and Recovery Act,the Washington Hazardous Waste Management Act, and applicable rules and regulations of the Environmental Protection Agency and the Department of Ecology governing the generation,storage,treatment,transportation or disposal of hazardous wastes. 2.18 Prohibition on Asbestos-Containing Products Asbestos-containing products shall not be provided to the City under this Contract, unless no practicable alternative for the asbestos-containing product exists and the Contractor obtains the written consent of the City. The Contractor shall notify the City in writing at least sixty(60) Days before it plans to supply the City with an asbestos-containing product.The City shall respond to such notification within thirty(30) Days of receipt.The Contractor shall comply with applicable state,federal and local labeling and other laws, regulations and ordinances pertaining to asbestos-containing products, including, but not limited to,the State of Washington Industrial Safety and Health Act and the federal Occupational Safety and Health Act. City of Renton Automated Meter Reading System Contract --- --III INSURANCE REQUIREMENTS-- --- _ - 3.1 Evidence and Cancellation of Insurance A. Prior to execution of the Contract,the Contractor shall file with the City evidence of insurance and endorsements from the insurer(s) certifying to the coverage of all insurance required herein. All evidence of insurance shall be certified by a properly authorized officer, agent,general agent or qualified representative of the insurer(s)and shall certify the name of the insured,the type and amount of insurance,the location and operations to which the insurance applies,the expiration date, and that the City shall receive notice at least forty-five(45) Days prior to the effective date of any cancellation, lapse or material change in the policy. B. The Contractor shall, upon demand of the City,deliver to the City all such policies of insurance, and all endorsements and riders,and the receipts for payment of premiums thereon. I C. Failure to Provide such insurance in a timeframe acceptable to the City shall enable the City to suspend or terminate the Contractor's Work hereunder in accordance with Contract provisions regarding "Termination for Convenience/Default/Non-appropriation." Suspension or termination of this Contract shall not relieve the Contractor from its insurance obligations hereunder. 3.2 Insurance Requirements A. The Contractor shall obtain and maintain the minimum insurance set forth below. By requiring such minimum insurance,the City shall not be deemed or construed to have assessed the risks that may be applicable to the Contractor under this Contract.The Contractor shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage. Nothing contained within these insurance requirements shall be deemed to limit the Scope, application and/or limits of the coverage afforded,which coverage shall apply to each insured to the full extent provided by the terms and conditions of the policy(s). Nothing contained with this provision shall affect and/or alter the application of any other provision contained with this Contract. For all coverages: 1. Each insurance policy shall be written on an "occurrence"form; excepting insurance for professional liability/errors and omissions. Professional liability/errors and omissions when required, may be acceptable on a "claims made"form. 2. If coverage is approved and purchased on a "Claims Made" basis,the Contractor warrants continuation of coverage,either through policy renewals or the purchase of an extended discovery period, if such extended coverage is available,for not less than three (3)years from the date of completion of the Work which is the subject of this Contract. 3. The Contractor shall provide the City and all Additional Insureds with written notice of any policy cancellation, within two business days of its receipt of such notice. 4. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. City of Renton Automated Meter Reading System Contract 5. All costs for insurance shall be incidental to and included in the unit or lump sum prices of the contract and no additional payment will be made. B. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. General Liability:The Consultant shall secure and maintain commercial liability insurance in the amount of$1,000,000 in full force throughout the duration of this Consultant Agreement. It is agreed that on the CONTRACTOR'S policy,the City of Renton will be named as Additional Insured(s)on a non-contributory primary basis. A certificate of insurance and the Primary& Non-Contributory Additional Insurance Endorsement page, properly endorsed,shall be delivered to the City before executing the work of this Contract. Please note: The cancellation language must read "Should any of the above described policies be cancelled before the expiration date thereof,the issuing company will mail 45 days'written notice to the certificate holder named herein." 2. Automobile Liability: In the event that use of an automobile is required in the performance of this Contract,Automobile Liability coverage shall be Provided,with the minimum limits set out herein. 3. Professional Liability: Professional Liability, Errors and Omissions coverage. In the event that services pursuant to this Contract either directly or indirectly involve or require professional Services, Professional Liability, Errors and Omissions coverage shall be Provided. 4. Workers'Compensation: Workers'Compensation coverage, as required by the Industrial Insurance Act of the State of Washington,as well as any similar coverage required for this Work by applicable federal or"Other States"State Law. 5. Employers Liability or"Stop Gap": The protection Provided by the Workers Compensation Policy Part 2 (Employers Liability) or, in states with monopolistic state funds,the protection provided by the"Stop Gap" endorsement to the General Liability policy. 3.3 Minimum Limits of Insurance A. The Contractor shall maintain limits no less than,for: 1. General Liability:$1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, and for those policies with aggregate limits, a $2,000,000 aggregate limit. 2. Automobile Liability:$1,000,000 combined single limit per accident for bodily injury and property damage. 3. Professional Liability. Errors and Omissions:$1,000,000 per Claim and in the Aggregate. 4. Workers'Compensation: Statutory requirements of the state of residency. 5. Employers Liability Stop Gap:$1,000,000. 6. Deductibles and Self-Insured Retentions:Any deductibles or self-insured retentions shall be declared to, and approved by,the City.The deductible and/or self-insured retention of the policies shall not limit or apply to the Contractor's liability to the City and shall be the sole responsibility of the Contractor. 7. Other Insurance Provisions:The insurance Provided pursuant to these requirements shall be on a Primary and Non-Contributory basis. Any insurance and/or self-insurance maintained by the City of Renton Automated Meter Reading System Contract City, its officers, officials, employees or agents shall not contribute with the insurance or benefit the Contractor in any way. 8. Liability Policies:The City,its officers,officials, employees and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Contractor in connection with this Contract. To the extent of the Contractor's negligence,the Contractor's insurance coverage shall be primary insurance as respects the City, its officers,officials,employees and agents. The Contractor's insurance shall apply separately to each insured against whom a claim is made and/or lawsuit is brought,except with respect to the limits of the insurer's liability. B. Acceptability of Insurers Unless otherwise approved by the City: Insurance is to be placed with insurers with a Bests' rating of no less than A:VIII, or, if not rated with Bests',with minimum surpluses the equivalent of Bests'surplus size VIII. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. If at any time one of the foregoing policies shall fail to meet the above stated requirements,the Contractor shall, upon notice to that effect from the City, promptly obtain a new policy,and shall submit the same to the City,with the appropriate certificates and endorsements,for approval. C. Subcontractors The Contractor shall include all Subcontractors as insureds under its policies, or shall furnish separate certificates of insurance and policy endorsements for each Subcontractor. Insurance coverages provided by Subcontractors as evidence of compliance with the insurance requirements of this Contract shall be subject to all of the requirements stated herein. D. Work Site Safety The Contractor shall have the"right to control"and bear the sole responsibility for the job site conditions, and job site safety.The Contractor shall comply with all applicable federal,state and local safety regulations governing the job site,employees and Subcontractors.The Contractor shall be responsible for the Subcontractor's compliance with these provisions. E. Endorsements Additional Insured Endorsement shall be included with the certificate of insurance.The City requires this Endorsement to complete the Contract. Attachment A: Price Item Item Description Estimated Unit Price Extended Tax @ 9.5% Total Price with Tax Number Quantity Price 1 SmartPoint 520M 11,909 $119.25 $1,420,148.25 $134,914.08 $1,555,062.33 Single Port each Pit Set See Notes 1, 2, 3, 5 & 6 below. 2 SmartPoint 520M 1,186 $136.15 $161,473.90 $15,340.02 $176,813.92 Two Port each Pit Set See Notes 1, 2, 3, 5 & 6 below. 3 FlexNet Network 6 $4,000.00 $24,000.00 $2,280.00 $26,280.00 Portal each See Note 4 below. Notes: 1. The City reserves the right to order any amounts without affecting the unit price. 2. The City reserves the right to order any items listed in its component parts. 3. If a TouchCoupler connection to a SmartPoint cannot be used and therefore, a three wire connection is needed, the additional cost is$2.50 per SmartPoint. 4. Price includes equipment and installation of equipment and power from nearby source. See Attachment B, Statement of-Work, Repeater Site Responsibilities, for a description of included work. 5. Starting on the second anniversary of the contract execution date, and annually thereafter, the pricing for all SmartPoints shall increase automatically. The price for that year shall equal the sum of 1) the amount charged for that pricing component (Unit Price in the table above—the "Base Price") plus 2)the product of the Base Price multiplied by the percentage rate of increase in the Consumer Price Index for All Urban Consumers Seattle—Tacoma-Bremerton (CPI-U STB) during the immediately preceding twelve month period (which product shall not be less than zero, such that the pricing for the SmartPoints cannot decrease). "CPI-U STB" means the United States Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (CPI-U)for the Seattle-Tacoma-Bremerton, Washington area for "All Items Less Food and Energy". The index measures prices changes from a designated reference date (1982—1984) that equals 100, not seasonally adjusted, or substantially similar succeeding index. Any CPI-U STB increases called forth in this contract shall be calculated to the third decimal place (e.g., 0.025%). For reference: the CPI-U STB for All Items Less Food Energy for April 2012 was 237.931. 6. The delivery point for Items 1 and 2 is the City of Renton Maintenance Services Division Shops at 3555 NE 2nd Street, Renton, WA 98056. City of Renton Automated Meter Reading System Contract Attachment B: Statement of Work FlexNet 520 M Radios Supply SmartPoint 520 M radios as per Attachment A Repeater Site Responsibilities Repeaters are also known as FlexNet Network Portals (FNPs) i The Contractor shall: 1. Provide FlexNet Network Portals (FNPs) including mounting brackets and install them at sites mutually selected by the Contractor, Sensus and the City. The estimated number of FNPs is six. 2. Install the FNP units and ancillary equipment necessary to a structure as need. 3. Identify and hire a qualified installation team to install the FNP equipment, run power from the City provided 120 VAC power source to the FNPs and make final connections. Provide all labor, materials and equipment to make the connection in a way that meets Sensus' requirements for the FNPs and all local building, mechanical and electrical codes. 4. Obtain all required permits and shall contract will a private locator to locate underground utilities not located by One-Call. 5. Identify the optimum location to install the FNPs and communicate those locations to the City. 6. Identify the FNP locations when it is apparent that additional infrastructure in the form of FNPs is required to provide full coverage of the water service area. The City shall: 1. Initiate, coordinate and acquire authorization for installation crews to climb poles, buildings and other structures necessary to safely affix cable runs as needed for the installation of the RNPs. 2. Provide adequate electricity to the FNP locations and is responsible for any and all recurring electricity charges for FNP operations. 3. Be responsible for on-going maintenance and support of the equipment after completion of the Sensus installation and acceptance phase. Miscellaneous Responsibilities The Contractor shall: 1. Apply for, pay for and obtain any needed work permits. 2. Pay all applicable sales taxes to the State of Washington. [When invoicing for contract items, the Contractor shall list the applicable sales separately from the price of the items on the invoice]. City of Renton Automated Meter Reading System Contract Definitions The definitions set forth below shat I apply for the purposes of this Agreement. 1) "AMI or AM System" means the integrated Sensus Advanced Metering Infrastructure technology and Services consisting of FlexNet, Approved Meters, installation tools, Licensed Software, AM Equipment, Network Equipment, RNI, TGB and related components. 2) "FlexNet SmartPoints" means collectively any FlexNet communicating device intended to transmit meter reading and other information as appropriate from water, gas or electricity meters. 3) "Billing Window" means, with respect to the three or four day period beginning one or two days prior to, and ending two days following, the Utility's preferred billing day for a particular meter. 4) " Available Meter" means an installed FlexNet Meter or installed SmartPoint satisfying all of the following criteria: a. it functions properly is not damaged or failed or an Unavailable Meter during the Billing Window; b. it is serviced by a TGB or FNP that has not been subjected to a power failure greater than eight (8)continuous hours during the Billing Window; c. neither it, nor the TGB, FNP or any other network equipment that serves that meter has been affected by a Force Majeure Event; d. interference or jamming of the Radio Spectrum is not preventing or interfering with radio communication to or from a SmartPoint, provided that Sensus is diligently working to effect a cure and provides a weekly status report; e. it is installed in a mutually agreed upon coverage area of the Utility as defined in the final propagation study; f. it has not been reported to the applicable Utility under Sensus' or the Utility's preventive maintenance or trouble ticket generation service, unless the parties agree that the reason for the report was resolved before the Billing Window opened or that the meter is functioning normally; g. its functioning or performance has not been adversely affected by a failure of the Utility or its SmartPoint installation team to perform its obligations or tasks for which it is responsible, or to properly maintain network equipment owned by the Utility; h. its functioning or performance has not been adversely affected by a failure or insufficiency of the back haul telecommunications network of the Utility used for communications among the components of the Sensus Network; and i. It is installed in compliance with the procedures and specifications approved by and provided to the Utility in writing by Sensus. 5) "FlexNetTM" means the system comprised of the Sensus Network and the approved SmartPoints in service in the Territory with customers of Affiliated Utilities, including back-end hardware and Licensed Software. The backend hardware consists of the RNI hardware and TGB hardware. 6) "FlexNet Network Portal (FNP)" means a pole mounted unit with simple store and forward capability that communicates directly to a TGB. 7) "RNI" means the Regional Network Interface consisting of equipment and FlexWare software used to gather, store and report data collected from SmartPoints and TGBs that are part of the Sensus Network. The FlexWare software operates on the RNI. 8) " TGB" means a Tower Gateway Basestation consisting of hardware, firmware and software installed at a tower site and used to communicate by radio with SmartPoints and the RNI. 9) "Tower Site" means a site on a radio tower, building, or elsewhere where a TGB is located or intended to be installed. 10)"Tower Site Lease" means a lease, license or other right to use or occupy all or a portion of a Tower Site for a TGB. 11) "Unavailable Meters" include, but are not limited to the following: a. Cut At Pole — nominally a meter for which power has been turned off to the socket by the Affiliated Utility City of Renton Automated Meter Reading System Contract b. Booted on Line Side Attachment C: Fair Practice Policy Affidavit of Compliance G�fyy CITY OF RENTON FAIR PRACTICES POLICY � Y AFFIDAVIT OF COMPLIANCE tk&o VJ �A_r W 0 AC,&_ hereby confirms and declares that (Name of co bcontractor/consultant) I. It is the policy of f I,r- H. u&'ett W 0 rkti to offer equal (Name of contrac r/subcontractor/consultant) opportunity to all qualified employees and applicants for employment without regard to the race, creed, color, sex, national origin, age, physical or sensory disability, religion, sexual orientation, or veteran status. II. complies with all applicable (Name of cont or/subcontractor/consultant) federal, state and local laws governing non-discrimination in employment. III. When applicable, Ftx 0^ W A.�&XQOAX.,., will seek out and (Name of con for/subcontractor/consultant) negotiate with minority and women contractors for the award of subcontracts. Print Agent/Representative's Name Gcr.lur t fflyL nom, a— Print Agent/Representative'§ itle Agent/Representative's Signa e Date Signed City of Renton Automated Meter Reading System Contract Attachment D: Affidavit and Certification Form CITY OF RENTON Combined Affidavit and Certification form: Non-Collusion,Anti-Trust,and Minimum Wage (Non-Federal Aid) NON-COLLUSION AFFIDAVIT Being duly sworn,deposes and says,that he is the identical person who submitted the foregoing proposal or bid,and that such bid is genuine and not sham or collusive or made in the interest or on behalf of any person not therein named,and further,that the deponent has not directly induced or solicited any other Bidder on the foregoing work or equipment to put in a sham bid,or any other person or corporation to refrain from bidding,and that deponent has not in any manner sought by collusion to secure to himself or to any other person any advantage over other Bidder or Bidders. AND CERTIFICATION RE: ASSIGNMENT OF ANTI-TRUST CLAIMS TO PURCHASER Contractor and purchaser recognize that in actual economic practice overcharges resulting from anti-trust violations are in fact usually borne by the purchaser. Therefore, contractor hereby assigns to purchaser any and all claims for such over- charges as to goods and materials purchased in connection with this order or contract,except as to overcharges resulting from anti-trust violations commencing after the date of the bid,quotation,or other event establishing the price under this order or contract. In addition, contractor warrants and represents that such of his suppliers,vendors and subcontractors shall assign any and all such claims to purchaser,subject to the aforementioned exception. AND MINIMUM WAGE AFFIDAVIT FORM I,the undersigned, having been duly sworn, deposed, say and certify that in connection with the performance of the work of this project,I will pay each classification of laborer,workman,or mechanic employed in the performance of such work; not less than the prevailing rate of wage or not less than the minimum rate of wages as specified in the principal contract. I have read the foregoing affidavits and certification,know the contents thereof and the substance as set forth therein is true to my knowledge and belief. FOR: NON COLLUSION AFFIDAVIT, ASSIGNMENT OF ANTI-TRUST CLAIMS TO PURCHASER AND MINIMUM WAGE AFFIDAVIT WTR273499,AMR System U' Q-'z t-WO IQ A Name of Project am of Proposer's Firm Signature of Authorized Representative of Proposer Subscribed and sworn to before me on th' /2 day of 12 No ry Public in id/or the State of Washington Notary Pubfic otary(Print) ,rt f k u 46%Of Nhshfnpton / MIIKSIM I,C�HYVORONSKY 5_ My Appointment.Expires Sep'19,2015 My appointment, pires: SQ �P City of Renton Automated Meter Reading System Contract Attachment E: Contractor's Insurance Forms II Al.el-ki- City of Renton Automated Meter Reading System Contract A� CERTIFICA0 OF LIABILITY INSURA& Page 1 of 2 PATE 820 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED-BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME Willis of Maryland, Inc. PHONE FAX c/o 26 Century Blvd. • 877-945-7378 888-467-2378 P. O. Box 305191 E-MAIL certificates@willis.com Nashville, TN 37230-5191 I NSURER(S)AFFORDING COVERAGE NAIC# INSURERA: National Union Fire Ins. Co. of Pittsburg 19445-002 INSURED Ferguson Enterprises, Inc. and Subsidiaries INSURERS: National Union Fire Ina. Co. of Pittsburg 19445-000 (See Attached Named Insured Schedule) INSURERC:National Union Fire Ins. Co. of Pittsburg 19445-001 12500 Jefferson Avenue Newport News, VA 23602 1 INSURERD:New Hampshire Insurance Company 23841-002 INSURERE: New Hampshire Insurance Company 23841-001 INSURER F: COVERAGES CERTIFICATE NUMBER:18333007 REVISION NUMBER:See Remarks 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 TYPEOFINSURANCE DD' SUB POLICY NUMBER POLICY EFF POLICYEXP LIMITS LTR A GENERAL LIABILITY GL7146348 8/1/2012 8/1/2013 EACH OCCURRENCE $ 2,000,000 X CO CMERCIALGENERALLIABILITY PREMISES(Eaoccurence $ 11000,000 CLAIMS-MADE OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENERALAGGREGATE $ 51000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 2,000,000 X POLICY PRO LOC COMBINED SINGLE LIMIT $ AUTOMOBILE LIABILITY AOS CA4982939 8/1/2012 8/1/2013 5,000,000 (Ea accident) $ C X ANYAUTO VA CA4982940 8/1/2012 8/1/2013 BODILY INJURY(Per person) $ $ ALLOUS SCHEDULED A TOS A UTOS MA CA4982938 8/1/2012 8/1/2013 BODILY INJURY(Per accident) $ X HIREDAUTOS X NON-OWNED PROPERTY DAMA E AUTOS (Per accident) $ X Self- I X Physical $ Insured D a e UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ D WORKERS COMPENSATION WC043464514 8/1/2012 8/1/2013 X AND EMPLOYERS'LIABILITY E ANY PROPRIETOR/PARTNER/EXECUTIVE Y N/A WC043464511 8/1/2012 8/1/2013 E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? IMandatoryinNH) E.L.DISEASE-EA EMPLOYEE Is 2,000,000 f yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT Is 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach Acord 101,Additonal Remarks Schedule,if more space is required) THIS VOIDS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE DATED: 8/8/2012 WITH ID: 18332161 See Attached for Additional Workers, Compensation Policies: CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Evidence of Insurance Coll:3821238 Tp1:1495130 Cert:18333007 ©1988-2010ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 419 LOC#: ACORO® ADDITIONAL REMARKS SCHEDULE Page-2—of _2 AGENCY NAMED INSURED Ferguson Enterprises, Inc. and Subsidiaries Willis of Maryland, Inc. (See Attached Named Insured Schedule) POLICY NUMBER 12500 Jefferson Avenue Newport News, VA 23602 See First Page CARRIER NAIC CODE See First Page EFFECTIVEDATE: See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE WC Policy No. 043464511- AL, AZ, DE, GA, IA, MD, MI, MN, MS, NJ, NM, TN WC Policy No. 043464514 - AK, AR, CO, CT, DC, HI, ID, IL, IN, KS, KY, LA, ME, MO, MT, NC, NE, NH, NV, NY, OK, PA, SC, SD, TX, UT, VA, VT, WV Workers' Compensation - CA Policy No. 043464515 Carrier: Ins. Co. of the State of PA Policy Period: 08/01/2012 - 08/01/2013 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Workers' Compensation - FL Policy No. 03464510 Carrier: New Hampshire Insurance Company Policy Period: 08/01/2012 - 08/01/2013 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Workers' Compensation - MA Policy No. 043464513 Carrier: Ins. Co. of the State of PA Policy Period: 08/01/2012 - 08/01/2013 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Workers' Compensation - WI Policy No. 043464512 Carrier: Illinois National Insurance Company Policy Period: 08/01/2012 - 08/01/2013 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 Workers' Compensation - OR Policy No. 043464509 Carrier: Ins. Co. of the State of PA Policy Period: 08/01/2012 - 08/01/2013 Statutory Limits: EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit $2,000,000 ACORD 101 (2008/01) Coll:3821238 Tpl:1495130 Cert:18333007 ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD Willis Ferguson Enterprises,Inc. and Subsidiaries. -- - ---- - List of Named Insureds Air Cold Supply Ferguson Holdings, Inc. Air Cold Supply/Webb Distributors Ferguson Hospitality Sales Alamo Pipe & Supply Ferguson Industrial Plastics and Pump Alaska Pipe& Supply Division Build.com, Inc. Ferguson Integrated Systems Division, Inc. CAL-STEAM, a Wolseley Company Ferguson Intermountain Piping Camellia Valley Supply Ferguson International Castle Supply Company, Inc. Ferguson Process Services CastleNorth Ferguson Valve &Automation CFP Ferguson Waterworks Chadwick Ferguson Waterworks - Midwest Pipe Clayton Group, Inc. Ferguson Waterworks - Municipal Pipe Clayton International, LLC Ferguson Waterworks - Red Hed Cline Contract Sales Ferguson Waterworks EPPCO Colgan Cabinets Ferguson Waterworks International Colgan Distributors Frischkorn, Inc. Crow Company Galleria Bath &Kitchen Showplace D & C Plumbing &Heating Supply Gilmour Supply Company, Inc. Davidson Electric Wholesale Supply Ferguson Enterprises, Inc. dba Groeniger& The Davidson Corporation, a Delaware Company Corporation Gulf Refrigeration Supply The Davidson Group Companies, Inc High Country Plumbing Supply Davidson Group Leasing Home Equipment Company, Inc. Davidson Pipe Company Inc., a New York Indiana Plumbing Supply Co., Inc. Corporation Industrial Hub of the Carolinas Davidson Pipe Supply Company, Inc. J&G Products Davies Water J.D. Daddario Company Decorative Product Source, Inc. Kandall Fabricating E &J Plumbing &Heating Supply Co. L&H Supply, Inc. Economy Plumbing and Heating Supply Co. Lane Piping Co. Endries International of Canada, Inc. Lawrence Plumbing Supply Co. Endries International, Inc. Lincoln Products Energy&Process Corporation Linwood Pipe and Supply Ferguson Bath Kitchen and Lighting Gallery Louisiana Utilities Supply Company Ferguson Enterprises IV, Inc. Louisiana Chemical Pipe, Valve &Fitting, Ferguson Enterprises of Montana, Inc. Inc. dba Wolseley Industrial Group Ferguson Enterprises of Virginia, Inc. LUSCO Ferguson Enterprises V, Inc. Lyon Conklin&Co., Inc. Ferguson Enterprises, Inc. Mastercraft Cabinets Ferguson Enterprises, Inc. of Virginia Monotube Pile Corporation Ferguson Fire &Fabrication, Inc. Northern Water Works Supply, Inc. Ferguson Fire &Fabrication, Inc. (fka Sierra Onda-Lay Pipe and Rental, Inc. Craft, Inc.) Page's Appliances Ferguson Full Service Supply Palermo Supply Ferguson Heating &Cooling Park Supply Willis Ferguson Enterprises,Inc.and_Subsidiaries. List of Named Insureds Pipe Products Plumbing Decor Plumb Source R Supply Company Record Supply Company S.G. Supply Company S.G. Supply Company dba SG Supply Co., a Ferguson Enterprise Sierra Craft, Inc. SOS Sales Specialty Pipe&Tube, Inc. Specialty Pipe &Tube of Texas, Inc. Summer&Dunbar Supply North Central Group Stock Loan Services LLC Tarpon Wholesale Supplies T &A Valve Industries, Inc. The Parnell-Martin Companies LLC The Plumbers Warehouse The Stock Market Tubeco Fabrication, Inc. United Automatic Water Works Supplies Webb Distributors Western Air Systems and Controls, Inc. WIA of California, Inc. Wolseley Industrial Group Wolseley Industrial Plastics Wolseley Investments Acquisitions, Inc. Wolseley Investments, Inc. Wolselely NA Construction Services, LLC Wolseley North America, Inc. Wolseley North American Consulting, LLC Wolseley North American Services, Inc. WPCC Forwarding, LLC Attachment F: ACORD Form r'ca CERTIFICATE OF LIABILITY INSURANCE DATE IMMIDONYYY) F ISCERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS RtIFiCATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES ELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED R EPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. pAt'ORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the tarrn%and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the carti4ate,holder In lieu of such andarsement(s). 111. ER CONTACT NAME: PHONE Af CSIo.,EKU:.--..-�......_.__._........_-__._...� •MAIL ADDRESS:..........................._..........................................._.._- :.GU.S.T.O.MkR tC.6:................... ....___'-_._.__........._.,...................................,,,..._ ..............................__...._____. ..._. _.._....._m__. INSUR£R(S)AFFQRDINa COVERAGE NAtC p _.�..�.-...._..._.... ,.,,...... ....M____._.._.�- INSURED ........ INSURER a. INSURER C; INSURER U —:._........._................... INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS I$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 ANO CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IIP9k _. _ a ......... i'41.ICY 14 15-S—PdI.ICY CKP ... TR _ _TYPE OF INSURANCE POLICY NUMBER ljA, lnXIW MMfDn'YYYY€ _ _..._..LIMITS GENERAL LMBILITY i €EACH OCCURRENCE $ X CQMMFR€AI_CENFRA.L LNRILF Y WAIAGE O RLI7TCD �� I FRfMLE fE'n tc,Sy„Mroj 3 50,000.. _ i IMf;OEYP(An one rza+ -_. S CIAIhIS•P.'✓I;E I'.)CCI1R v, I .rvP£RSGNALd A,DY 7fJJ,URY. ,.._`$ .. �1 000.000 I I GENERAL AGGREGATE 5 2 000 000 G LKIL AGGREGATC LIMIT APPLIES PER PRODUCTS•GOl.1('l(,1P AGU”i 5 'POLICY PRO• i IOC ._.-..............:........................._....,..€ _................_1.fiw.000._ AU TOMOBILE LIABILITY COMaINED SINGLE LIMIT X ANY AVID r (F.o aacidant) S 1.000,000 BODILY INJURY rPw p0m.) S ALLOWAcO AUTOS ...................:.:..___..—..--....m........................�. BODILY IN WRY(P.ztzidaN) S SCHEUUL-DAUTOS - -- PROPERTY CAVIAGE .-................. HIREUAUTOS (PCx aC=iGCAt} S NON•OV,'NED AUTO$ � m ........................_......_......._.__ .........._............_..,..........._... UMBRELLA LIAR ........ OCCUii OCCURRE7.'E;E $ �µ _.._. _ »................................ II EXCESS LIAa GIAIAfS•:MDE Ire–'– i A13GHiGATE S IOW,..._.L=t�DVGTV�i,e RE'rENTgN t _ S. WORKERS COMPENSATION i V.. T L`- 'EN'€ AND EMPLOYERS'LIABIUTY ,7.0 STAYUm ANY'pR0!+KttE'f(WJPAFYI'NEiVE7(_CUTI'✓E j E.L.EACH ACCIDENT ` OFFI-:.CRII,IE.113ER EXCLUDED? C NIA _r.a,,,.,,,���,..................... (Mandatory In NHI B.L.UI5EASE•BA EMPLOYEES .�_............_...... N yes,descdUU�nddar B.L.DISEASE•POLICY LIMIT i i S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Ake06 ACORD lot,ACRIJU a€nompks SCApdurc,it mere Spaa IS(egUirod) The City of Renton is Primary and Non-contributory Additional Insured. CERTIFICATE HOLDER CANCELLATION City Of Renton SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH'TIFE Attn: POLICY PROVISIONS. 10555.South Grady Way AUTHORIZED REPRESENTATIVE Rer:ton,WA. 08057 fl 1988.2000 ACORD CORPORATION. All rights reserved. ACORD 25(2009109) The ACORD name and logo are registered marks of ACORD City of Renton Automated Meter Reading System Contract Attachment G: Bond to the City of Renton Bond No. K0876671A BOND TO THE CITY OF RENTON KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned Ferguson Enterprises, Inc. 8528 South 222nd Street, Kent, WA 98031 as principal, and Westchester Fire Insurance Company, a corporation organized and existing under the laws of the State of Pennsylvania as a surety corporation, and qualified under the laws of the State of Washington to become surety upon bonds of contractors with municipal corporations, as surety are jointly and severally held and firmly bound to the City of Renton in the penal sum of$26.280.00 for the payment of which sum on demand we bind ourselves and our successors, heirs, administrators or person representatives, as the case may be. This obligation is entered into in pursuance of the statutes of the State of Washington, the Ordinance of the City of Renton. Dated at , Washington, this day of , 2012. Nevertheless,the conditions of the above obligation are such that: WHEREAS, under and pursuant to Public Works Construction Contract providing for construction of radio repeaters for WTR-27-3499,Automated Meter Reading System (project name) the principal is required to furnish a bond for the faithful performance of the contract; and WHEREAS, the principal has accepted, or is about to accept,the contract, and undertake to perform the work therein provided for in the manner and within the time set forth; NOW,THEREFORE, if the principal shall faithfully perform all of the provisions of said contract in the manner and within the time therein set forth, or within such extensions of time as may be granted under said contract, and shall pay all laborers, mechanics, subcontractors and materialmen, and all persons who shall supply said principal or subcontractors with provisions and supplies for the carrying on of said work, and shall hold said City of Renton harmless from any loss or damage occasioned to any person or property by reason of any carelessness or negligence on the part of said principal, or any subcontractor in the performance of said work, and shall indemnify and hold the City of Renton harmless from any damage or expense by reason of failure of performance as specified in the contract or from defects appearing or developing in the material or workmanship provided or performed under the contract within a period of one year after its acceptance thereof by the City of Renton, then and in that event this obligation shall be void; but otherwise it shall be and remain in full force and effect. Ferguson Enterprises, Inc. Westchester Fire Insurance Company y Principal Suret r u By' By' Signature Sign re ' r Jan L. Col e `r G er fy) Attorney-in-fact Title Title �. City of Renton Automated Meter Reading System Contract r , }, tim, V ! � Iyj�I ti" t,{+ � il�� lr iii t-11 t : ,� POWiQr Qf, V STC TESTER FAA *StfAxNCE C0MPAN' , : ' I x l ¢ Attorney!, € , 1 matd h;¢@'� � ,.,I f ,�, It l �,� hti„'ye /�. '„Ch'"4 R I C r,. w{3I .y, ir°tr) 4:1 °��w,. t .,r1-' '•`.`°`\ #I'� #*.N.�r "�.t�3"�_°'•'°, 7 " .; - -. .Yx'`,,. .•.a rr:1 ter: - I T„ .r!'ate. ..«.' '� TCnow all tram by these presents That,WT$TCHE$T,ER T IRE INSURANCE COMPANY,a corporation 617-the Commonwealth of.Pennsyivamapu�uantato ttiei u- 1 f4EJowrng R-,,sol;utton adoptad by+the Board 0Q'..ctor`s of the said Company on December I.1.:006,to wVit A , � t o t �� 11 �j�py� "��a'j.',�+ ,r 'l� i m '+ `�rte,°"` ;✓°.,h S `.: (t�"e*:� ,�'a_; ,° i�t '�°� 3 " >:, $!: i :,_�„"°?I3lP s%I�rIL, ' <. 11 g .,,1ESOLVED;ihai the.fdllotWngaofhoriztrt)ons lelaieto the exR G4tion'for and on behalf of the Company of hohds dnd'erirdamgs re'cogmianizes contraets.and ottiei syriUen commrlments:pf the Company,._ ;};� ti,, antere8+pto the ordinary cowse ofbusmesg(ei}ch a Vl`ntien�Cbmm+imt�ent), .,,�,^,` �• w... '�' «„ `:`:�. '`' ,�y°,.'`� `��'' .,",'r` I gi ✓ Pts �r3t1' C a fir: �� B<: 1i r w:: ll .. `. 1�i9 ✓' t✓ �" Q} I Each of the C�h'a rroa t-the Pres+dentaud the Vice Piisu,enti ofthe Company is hereby authorized to exeeute;any WnUen Commitmeat fgr::ond on behalfgfahe Company:wdef Ibo seal of the Company or, .,+° • >,��''�.'-otherwise p,§,°'" •• ' '.�� .a �,,�,,,�" +.\ a �i_, ,,- -:" .3 6,�y`�- a`'... <.,``: + .::`!�. 't;V°^ro`W..�" r �C��+".`�,. ^�i (2):�9 Gatti duly aPpmnted attorney iq fact of die Company is;hereby aulhonzeit to evaeute any Written Commitment for and on behalf of the Company tatder the seal of the Company of otherwise to the extent that;r, �'�'"{I,%l .�,"y �,sueh•actioli is authorized by.the grant of powers proV+ded for, such persons wrrttenpppo+tttmeni as such attomeym fact ",!i ,! °' `€gc," I 7."(3 ;r- ',I{Ii EacF-of the Chalrinan die Presidept and the Vjce Presrdehis of the Cb iipany+s hereby:authorized,for and on behalf of the Company tv appoint m wmm�'g"any person the attorney m=fact of{he Gompanyywith 11 ,�,�.: .F. ( �L±'I E !fua power and a'uihoriry to esecde for and bri l ehW of t)a Cortrpany;tinder the seal afthe.C,ompany or otherwise;such Writtdh Commitments of the Company as may he speecPed it such antt@n q ,: .,�,,_,"`'" a ointment+vh ch; ecification ma be b 'eneral t e b clasSGf Wrstten Comtmti»entS Ar b s ecificauon of one or more articWar WiiH dommiintenis .a'r�a,,> ^i '�° pP 9p y yd" 7P Y p P a y is . 5S 1,"f°^ 'rtl *' 't-.r; �r f '� r: fir. "e%; r -F+` :'''_ f •' " "� ,(4)� ,4Ea,h of the Chairman,the President and.Viee Presrdents�of:the Compaii`ia hereby:atidtorizxd,for and on behalf of the Company to detegale:rn writing any dihet Olfieei:ofthe COOipany th @.authority,4 .��r 'a�:�1.y,'"`ti "'�,y",I ,execute,for and on behalf of die Company;under the Company's seal or otherwise,such Written Commitments of the Company as are specified in such written delegation,which specification may be by a,-.;,�,." .c ' ...' t:�11 a eP general typeorclassof Written:Commit mentsorbyspecificauonofoni.xinorepanie4larWnnenCommitments`,d+,si"{ ✓k} `� ` r ) ? A:% �l`":w� V °'4 1. af I��id� '+I'i�°, �lt tl r<: r t 3( /a114' ( q r ! $ , .. /,.iSi € l` jj ' : t, flEY : r 9t ".i' iAtll#'Nw`` Y. -.".°°'�`y"(5)'r".�. $F.,-i ha signature of any Dicer or Ether p9rsgn::eaecutmg:any.W htlen Cghimitment of appgtp1 eti.: delegation pursuant to this Resolution and the seal of the Company may be aCP�ed by facsimilC on such « ,.,, m 0�j ? `" ' Written Commitment o[wnlCeil a elntmenl or dale atiorl < '`ix p}, ""`"t':". ¢ + �' " .-I +"r�,aJei'"�jP�r :"r' r. r,IPV r e' g " t $� wit `�'� "..; ", t) ;. It I:; } •,A l t :fl G.,,y„$l :� tiill° IU -'k 7 �.; s+'°P,., ..:;' .! : t em S i s �i'k:-„°" :! '4 r € '� r x. , 6i .,." z :a i"-S�..��'-,�U, ,�-f URTHER RESOLVED thid:ihe fotegwrig Resolution shalt not.be deemed ig be 46 exclusive statoMent of the powers and'authonty of.olficers emiiloyees and othei�persons to aet for and on bohzllf of'Qte:'.'- , )" { " 4"^ °�;'- Company and such.ResoluUan shalt notyhinifOr othenvrse;et feat the eaercise0f ah}'sueh power gr:aiithnrily olhernvise validlygrentepd or ves)ed _rye "k �„ i ;I.'<. F1dse t' '�1����t; `rlt i::"' .,'tl..� r!1 .--,I '.r°r.*: I. _:.1's' r .;a .,'.�atil� 9�'>�11.4' tl-t r -t �F 17. ? I ,'»*/1.''..iI°"L I IJ"� it t.t" _Does hereby nominate,constitute<aud appomti Charles At<Parsons Girr'istopfiar F Mulvaney;°Jane L Cole;Leonard R:DwoJeski Mark Nt shit yer Mark A Lynch Vial s! �'�� tW*Z Jl' ns`ton"Vi'Z t J Mancini Wendy Lee:Wadkins all ofthe City of RADNOR Pennsylvania,"each mdividuahy if there be more than one named;its true and lawful !" ;.' attorney in r�ct,to make,execute seal and deliver on'.-.4'.....,t ehaI , 'n-J as its act and deed any and ah bonds undertakings reeognizdnrres,`¢ontraets<ar dottier wrtUngs mom" `1. 1 the nature theeed m7 penalties ntit:x,ceeding:'. milM:, liars&:ze`ro'cents($10 X300,000 Ob)aird the exeouu.6,tf.such'Writings in pursuance"bf.these presents shall I 4 r� be as bindin u n.said Company as fully and amply as`if theyaiad been'duly ex{ecuted and ackhowkedgeid,by the regularly el�cted offiGefs of the Company at Its ?I 1. d.' -.principal Otflct;l,�l �r 1' ✓: tl m t 4 a �G. fi°` P �r t+r - r✓d�j����+.1. �+,fj ',° �' r::l .', : ,i `` f`'-'�' . ~a!'..,. r: i I .).t'-e l^ .1 s :a°: .+...::1•r t ,�( "�r:.- _'tra..�':...,<.lit .-I. ,ttP N_�WTT-IESS-,Mt i - ithe said:.ste hen M .Han Vice-President;has hereunto subscribed:his name and affixed the Car Yorato scal;ofthe said.WESTCHESTER�j i : i' °^ 1IRE'INSURANCE"CMPANYihtsbda ofA Trt2012 �'r,_ 'aa �^ p ";; `„"�`�*� ��I`tom tl ' ! •,, l i, +, sl �° ! li ' � ' (°i � 1 ;I t WESTC:HI;STER,FiRE INSURANCE COMPANY r 3° "`�a�i` It ,� ��✓ a i.^LI" ! + -i sl r °°+�v;C=:" ✓ :i l . .:sag "'sc,- v�,�"t "1� ✓` r f r4 ' I � 9p^.., `v ' `pr Fr(pw° (y h i s a r ( '; , j .. 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