HomeMy WebLinkAbout17 - Advanced (Water) Meter Infrastructure Project, Approval of Installation Agreement (Phase 2)Q �EwPpRT
CITY OF
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z NEWPORT BEACH
<,FORN'P City Council Staff Report
June 9, 2020
Agenda Item No. 17
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Mark Vukojevic, Utilities Director - 949-644-3011,
mvukojevic@newportbeachca.gov
PREPARED BY: Steffen Catron, Utilities Manager, scatron@newportbeachca.gov
PHONE: 949-644-3011
TITLE: Advanced (Water) Meter Infrastructure Project, Approval of
Installation Agreement (Phase 2), Project 19W12
Staff is requesting City Council approval to move forward to the next phase of the
Advanced Water Meter Infrastructure (Advanced Meter) Project. Advanced Meters, also
known as "smart water meters", provide enhanced customer service and leak detection
abilities. The City's water meters are also at the end of their useful life and are due for
replacement. Staff contracted with Mueller LLC for a pilot, proof of performance, project
following an RFP process and now recommend approval of Phase 2 of the project, which
includes the replacement of the remaining approximately 26,300 water meters within the
City over the next two to three years.
RECOMMENDATION:
a) Find this work exempt from the California Environmental Quality Act (CEQA) pursuant
to Section 15301, Class 1 (Existing Facilities) of the CEQA Guidelines, California Code
of Regulations, Title 14, Chapter 3;
b) Approve a Purchase and Installation Agreement for the Advanced (Water) Meter
Infrastructure Project with Mueller LLC for $8,150,000;
c) Approve a Grant Assistance Agreement with the US Bureau of Reclamation in the
amount of $1,499,000; and
d) Authorize the Mayor and City Clerk to execute the Agreements.
FUNDING REQUIREMENTS:
The 2019 Water Master Plan, the 2019 Water Rate Study and the Capital Improvement
Program all budgeted for this project. The current Capital Improvement budget includes
sufficient water enterprise funding for this project. It will be expensed from the Capital
Improvement Fund to the City Council approved Capital Improvement Project,
No. 19W12.
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Advanced (Water) Meter Infrastructure Project,
Approval of Installation Agreement (Phase 2), Project 19W12
June 9, 2020
Page 2
The expenditures for the $8,150,000 contract will be phased over two to three years and
budgeted by fiscal year based on the projected schedule.
Budget Summary:
Original Budget:
2019 Water Master Plan & Rate Study Estimate
Mueller Agreement: (rounded)
Purchase and Installation Agreement Base cost
Bonding (Performance, Labor & Materials)
Contingency (additions or unforeseen conditions)
Other costs: (rounded)
Proof of Performance Phase (Mueller):
Misc. expenditures, billing system changes, etc.
Sales tax on materials (7.75%)
Meter boxes & lids
'• :•• 111
$7,837,000
$ 157,000
$ 156,000
Total: $8,150,000
$ 192,000
$ 50,000
$ 375,000
$ 890,000
Total all -in project expenditures (including Proof of Perf & Misc.) $9,657,000
Proposed AMI project budget:
Original Fiscal Year 2018-19 & 2019-20 CIP allocation: $3,300,000
Fiscal Year 2020-21 proposed CIP budget: $3,257,000
Estimated Fiscal Year 2021-22 CIP budget: $3,100,000
WaterSmart Grant (Credit towards 2021-22 budget): ($1,499,000)
Total Water Fund Expenditures for Advanced Meter Project $8,158,000
The estimated replacement cost for the traditional manually read water meters is
approximately $5,000,000. Currently, the annual meter reading services cost is
approximately $325,000; in comparison, the ongoing annual technology maintenance
fees with new Advanced Meters is estimated to be $50,000.
DISCUSSION:
Executive Summary
• The City's water meters are due for replacement and staff recommends that they
be replaced with proven Advanced Meter technology, a long-term system
investment.
• Staff has prepared for this cost and transition through the Water Master Plan, the
Water Rate Study and through the successful completion of the Proof of
Performance stage.
• The customer service abilities and customer access of information is unmatched
with Advanced Water Meters. Customers and City staff will have immediate
access to water use for information and decisions.
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Advanced (Water) Meter Infrastructure Project,
Approval of Installation Agreement (Phase 2), Project 19W12
June 9, 2020
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• Advanced Meters provide proven property leak detection notifications, allowing
property owners to make repairs quickly.
• The $1.5 million Federal Grant provides additional value to the project.
Background
The City's water system utilizes approximately 26,500 meters to measure and quantify
water usage for the residential and commercial accounts in Newport Beach. Meter
quantities regularly change as development and redevelopment occurs in the City. The
majority of these meters are read manually, are over 20 -years old, and have reached their
useful life with progressive decay of accurate reading. As agencies come across the
need to replace their meters, many have transitioned to an Automated Meter
Infrastructure known as Advanced Meters or AMI. Advanced Meters, also known as
smart meters, is a modernized water metering system using proven communication
technology. These meters use a low -powered communication device (unlicensed
900MHz radio frequency) that is integrated with a new water meter to transmit once per
day water usage information to the City's database. Advanced meters improve the City's
ability to manage water system resources and provide valuable tools to residents and
businesses.
The Advanced Meter project would replace or retrofit all City water meters with advanced
meter technology. Some of the benefits of Advanced Meters are to allow City staff and
water customers direct access to water usage information. Specifically, after a new
Advanced Meter is installed and a customer registers with the City's online water use
portal, users can research their usage, enabling them to better understand and make
informed decisions about household water use and their associated water bill. Another
important feature is that Advanced Meters can detect water leaks for homeowners so
these leaks can be identified and repaired in a more timely manner by the homeowner.
This system also provides the City's customer service staff additional real-time meter
reading access to be more efficient and provide better customer service.
Additional project related information was presented to City Council on November 28,
2017, Item No. SS3, May 22, 2018, Item No. 8, January 22, 2019, Item No. 15, and on
April 9, 2019. The Advanced Meter Project was also presented during the last two years
of Capital Improvement Program discussions, and as part of the 2019 Water Master Plan
and 2019 Water Rate Study presentations.
Selection Process
Staff issued a Request for Proposals (RFP) to vendors for a complete Advanced Meter
system and Mueller LLC was recommended by the evaluation panel as the preferred
vendor providing the best product, service and lowest price value to the City. (The RFP
process is further described in Agenda Item No. 15 of the January 22, 2019 City Council
meeting.)
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Advanced (Water) Meter Infrastructure Project,
Approval of Installation Agreement (Phase 2), Project 19W12
June 9, 2020
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In addition to Mueller's strong experience, qualifications, references, and proven
technology, their proposal comes with a dedicated Network Operations Center and
support team to monitor their meter network system to optimize performance for the life
of the project. This provides additional customer support to City staff for all matters related
to the system. Based on this selection process, Mueller was selected for the initial proof
of performance phase and is recommended for the complete Advanced Meter project.
Proof of Performance
The Proof of Performance phase installed and tested 25% of the communications system
collectors and repeaters, and approximately 200 water meters. This encompassed
multiple metering groups including residential, commercial, and irrigation. It also included
the installation of the Advanced Meter head -end software, the Meter Data Management
System software, the integration of meter data and testing the ability to integrate into the
City's water billing system. The intent of this phase was to prove basic end-to-end
connectivity, integration, leak detection capabilities, instantaneous meter reading and the
general usability of the proposed system. It also allowed staff to quantify and address
any implementation challenges and better estimate the staff time necessary for full
implementation.
City staff found the new system easy to use and the access to real-time meter data very
helpful. Even though 200 meters represents a small portion of the system, staff was able
to easily discuss water usage questions with several customers. During the last several
months, staff also detected and confirmed six residential water leaks within 24-48 hours
of the leak occurring instead of the current 30-60 days with the direct read meters. These
actions saved the residents wasted water and prevented or reduced private property
damage. City staff also confirmed that the replaced meters better accounted actual water
use, which reduces the amount of water system losses and waste.
Grant Funding
Staff applied twice for a grant through the US Federal Department of the Interior, Bureau
of Reclamation (USBR). This grant is known as the Water and Energy Efficiency
"WaterSMART" grant pursuant to the Secure Water Act. (The grant application is further
described in Agenda Item No. 8 of the City's May 22, 2018 and April 9, 2019 City Council
meetings.) Staff is pleased to announce that the Bureau of Reclamation determined the
City's Advanced Metering Infrastructure Project with Mueller LLC was among those
applications receiving the highest ratings. This project was determined to aid in water
conservation and water use efficiency, improved water management, and energy savings.
The Bureau awarded nearly $1.5 million in matching funds to the City, which substantially
reduces the overall project cost.
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Advanced (Water) Meter Infrastructure Project,
Approval of Installation Agreement (Phase 2), Project 19W12
June 9, 2020
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Implementation
The entire Advanced Meter Implementation project is estimated to take 2.5 years to
complete. This includes the installation of the remaining 19 collectors and 17 repeaters
to be placed on City -owned streetlights, and 26,300+ smart water meters. Software
installation is complete and billing integration would continue as the meters are installed.
A dedicated City staff meter valve repair crew would work in conjunction with the Mueller
meter installers. Prior to installation, advanced notice will be sent to properties within a
200' radius of the proposed collectors and repeaters. Additional outreach includes
notices to be sent to individual properties prior to their meters being replaced. Meter
replacements typically take 30 minutes, with the water shut off for only 15-30 minutes.
Staff supports and recommends this Advanced Meter Project and has been preparing
and budgeting for its implementation over the last two years. Advanced Meters will allow
the City to implement a full distribution system technology to provide customers with
detailed water usage information, high-water usage and leak alerts. The project will
reduce real water system losses and increase water use efficiency and conservation
resulting in improved water management.
ENVIRONMENTAL REVIEW:
Staff recommends that the City Council find this work exempt from the California
Environmental Quality Act (CEQA) pursuant to Sections 15301, Class 1 (Existing
Facilities) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3,
because the proposed scope of work involves an installation of software equipment to
selected and existing use City -water meters and street lights for testing and data
gathering purposes, in order to provide automation, improved customer service and
service response time. This section allows the operation, repair, maintenance and minor
alteration of existing facilities of both investor and publicly -owned utilities used to provide
electric power, natural gas, sewerage, or other public utility involving negligible or no
expansion of use.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A — Purchase, Installation, and Maintenance Agreement with Mueller LLC
Attachment B — Bureau of Reclamation Grant Assistance Agreement
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ATTACHMENT A
PURCHASE, INSTALLATION, AND MAINTENANCE AGREEMENT
WITH MUELLER SYSTEMS, LLC FOR
AUTOMATED METER INFRASTRUCTURE FOR CITY WATER METERS
THIS PURCHASE, INSTALLATION, AND MAINTENANCE AGREEMENT
("Agreement") is made and entered into as of this 9th day of June, 2020 ("Effective Date")
by and between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and Mueller Systems, LLC, a Delaware limited liability company
("Contractor"), whose principal place of business is 1200 Abernathy Road NE, Suite 1200,
Atlanta, Georgia 30328 and is made with reference to the following:
A. City is a municipal corporation duly organized and validly existing under the laws of
the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to provide an Automated Meter Infrastructure
("AMI") solution as detailed in the Scope of Work attached hereto and incorporated
herein as Exhibit "A" ("Project"), consisting of approximately twenty-six thousand six
hundred eighty (26,680) meters following the initial proof of performance and related
infrastructure.
C. The United States Bureau of Reclamation ("USBR") has awarded the City of Newport
Beach a "Water Smart" grant in the amount of One Million Four Hundred Ninety Nine
Thousand Dollars and 001100 ($1,499,000.00) ("Grant") to assist in offsetting the total
cost of the Mueller Advanced Metering Infrastructure Project; the USBR has
identified water savings capabilities with the AMI Project that necessitated the
awarding of the grant to the City.
D. Contractor has examined the location of all proposed work, carefully reviewed and
evaluated the specifications set forth by the City for the Project, is familiar with all
conditions relevant to the performance of services and has committed to perform all
work required for the price specified in this Agreement.
E. City has solicited and received a proposal from Contractor, has reviewed the previous
experience and evaluated the expertise of Contractor, and desires to retain
Contractor to render professional services under the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. SCOPE OF WORK
1.1 Contractor shall provide all tangible items and perform all the services
described in the Scope of Work attached hereto as Exhibit "A" and incorporated herein by
reference. As a material inducement to the City entering into this Agreement, Contractor
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represents and warrants that Contractor is a provider of first class work and services and
Contractor is experienced in performing the work and services contemplated herein and, in
light of such status and experience, Contractor covenants that it will perform all Services in
a manner commensurate with community professional standards and with the ordinary
degree of skill and care that would be used under reasonably competent practitioners of the
same discipline under similar circumstances and that all materials will be of good quality.
1.2 Contractor shall perform everything required to be performed, and shall
provide and furnish all the labor, materials, necessary tools, expendable equipment and all
utility and transportation services necessary for the Project.
1.3 In consideration of the payment of the purchase price and subject to all the
terms and conditions hereof, Contractor shall furnish, install, and maintain an AMI solution
(hereinafter referred to as "Solution"), as listed and set forth in the Scope of Work attached
hereto as Exhibit "A" ("Work" or "Services").
2. TIME OF PERFORMANCE
2.1 Time is of the essence in the performance of services under this Agreement
and Contractor shall complete the Project installation, implementation and acceptance
testing within the time set forth in Exhibit "A". The failure by Contractor to meet this schedule
may result in termination of this Agreement by City as outlined in Section 18 below.
2.2 Force Majeure. The time period(s) specified in Exhibit "A" for performance of
services rendered pursuant to this Agreement shall be extended because of any delays due
to unforeseeable causes beyond the control and without the fault or negligence of
Contractor, including but not restricted to acts of God or of the public enemy, unusually
severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes,
freight embargoes, wars, and/or acts of any governmental agency, including the City, if
Contractor shall within ten (10) days of the commencement of such delay notify City in
writing of the cause of the delay. This section shall also include causes in relation to the
existing national COVID-19 pandemic. City shall ascertain the facts and extent of delay,and
extend the time for performing the services for the period of the enforced delay when and if
in the judgment of the City such delay is justified. City's determination shall be final and
conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to
recover damages against City for any delay in performance of this Agreement, however
caused, Contractor may extend the Agreement pursuant to this Section.
3. TERM
Unless earlier terminated in accordance with Section 19 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services agreed to
herein or until June 30, 2023, whichever occurs first.
A �iii1 iri I, :1.6'%% 111 IQ i•
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates as set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Mueller Systems, LLC Page 2
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Contractor's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items, subcontractor fees, for a base contract amount of Seven
Million Eight Hundred Thirty Seven Thousand One Hundred Seventy Three Dollars and
141100 ($7,837,173.14), and 2% allocation for bonding in the amount of One Hundred Fifty
Six Thousand Seven Hundred Forty Three Dollars and 461100 ($156,743.46), and a 2%
contingency in the amount of One Hundred Fifty Six Thousand Eighty Three Dollars and
401100 ($156,083.40), which shall not exceed Eight Million One Hundred Fifty Thousand
Dollars and 001100 ($8,150,000.00) without prior written amendment authorization from
City. City shall not be obligated to purchase all items at such quantities provided in Exhibit
"B". No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City.
4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bilis shall include the name of the person who
performed the Work, a brief description of the Services performed and/or the specific task
in the Scope of Services to which it relates, the date the Services were performed, the
number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days
after approval of the monthly invoice by City staff.
4.3 City shall reimburse Contractor only for those costs or expenses specifically
identified in Exhibit "B" to this Agreement or specifically approved in writing in advance by
City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any Work
that is determined by City to be necessary for the proper completion of the Project, but which
is not included within the Scope of Services and which the parties did not reasonably
anticipate would be necessary at the execution of this Agreement. Compensation for any
authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set
forth in Exhibit "B."
4.5 Contractor shall provide City with a minimum fourteen (14) days' notice of its
dates of installation to enable the City to prepare the installation sites for the Solution in
accordance with the instructions of Contractor. The City shall complete site preparation
prior to the date of installation of the Solution, and the site shall thereafter be available for
inspection and approval. All costs and expenses related to the site preparation shall be at
the sole expense of City. City's site preparation shall include, but is not limited to:
(a) Preparing maps and scouting potential data collector locations; and
(b) Performing meter box surveys.
4.6 The reporting requirements of City's USBR Grant are attached hereto as
Exhibit "C" and incorporated herein by reference. Contractor shall use its best efforts to
coordinate with City to assist in City's obligations to USBR in relation to the Grant.
4.7 Taxes: The fees payable to Contractor are set forth in the Schedule of Billing
Rates included within Exhibit B do not include any taxes, including, without limitation, sales,
Mueller Systems, LLC Page 3
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use or excise tax. City and Contractor specifically agree and designate the point of sale and
place of delivery for any and all taxable purposes under this Agreement, including, but not
limit to, all Services or Work, shall be the City of Newport Beach 100 Civic Center Dr.,
Newport Beach, CA 92660. Furthermore, under the City's Direct Payment Exemption permit
number SR EAA 24-089475 DP, the City will self -accrue its Use Tax obligation to the
California State Board of Equalization within thirty (30) days of delivery of the products to
the City. If only partial delivery of the taxable items in Exhibit B are received by the City, the
City will only pay the California State Board of Equalization the amount of Use Tax due on
the value of the items delivered in accordance with the prices set forth in Exhibit B. City
shall provide Contractor with a copy of the City's Direct Payment Exemption permit within
thirty (30) days of the Effective Date.
5. PROJECT MANAGER
Contractor shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during the
term of the Agreement. Contractor has designated Kevin Cornejo to be its Project Manager.
Contractor shall not remove or reassign the Project Manager without the prior written
consent of City. City's approval shall not be unreasonably withheld.
6. ADMINISTRATION
This Agreement will be administered by the Utilities Department. City's Utilities
Manager or designee shall be the Project Administrator and shall have the authority to act
for City under this Agreement.
7. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
7.1 Contractor shall use only the standard materials described in Exhibit "A" in
performing services under this Agreement. Any deviation from the materials described in
Exhibit "A" shall not be installed unless approved in advance by the City Project
Administrator.
7.2 All of the services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform the
services required by this Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall be performed by
qualified and experienced personnel who are not employed by City, nor have any
contractual relationship with City.
8. RESPONSIBILITY FOR DAMAGES OR INJURY
8.1 City and all officers, employees and representatives thereof and all persons
and entities owning or otherwise in legal control of the property upon which Contractor
performs the Project and/or Services shall not be responsible in any manner for: any loss or
damage to any of the materials or other things used or employed in performing the Project
or for injury to or death of any person as a result of Contractor's performance of the services
required hereunder; or, for damage to property from any cause arising from the performance
of the Project and/or Services by Contractor, or its subcontractors, or its workers, or anyone
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employed by either of them, unless caused by the City's negligent acts, omissions, or willful
misconduct.
8.2 Contractor shall be responsible for any liability imposed by law and for injuries
to or death of any person or damage to property resulting from defects, obstructions or from
any cause to the extent arising from the negligent acts, omissions, or willful misconduct of
the Contractor or any subcontractor or supplier selected by the Contractor.
8.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, volunteers,
employees, and any person or entity owning or otherwise in legal control of the property
upon which Contractor performs the Project and/or Services contemplated by this
Agreement (collectively, the "Indemnified Parties") from and against: (1) any and all third -
party claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liability, costs and expenses (including, without limitation,
reasonable attorneys' fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any
manner directly related to Contractor's negligent performance of this Agreement or activities
conducted on the Project (including the negligent and/or willful acts, errors and/or omissions
of Contractor, its principals, officers, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly by any of them or for whose acts they may be
liable or any or all of them); (2) use of improper materials in performing this Project and/or
(3) any and all claims asserted by Contractor's subcontractors or suppliers on the Project,
and shall include reasonable attorneys' fees and all other costs incurred in defending any
such claim. Contractor's liability in this Subsection and this Agreement shall be limited to
the maximum amount of its insurance coverage for claims arising out of acts performed
under this Agreement. Contractor shall not be held responsible for consequential or special
damages, or claims made to City for such consequential or special damages. Nothing
herein shall require Contractor to indemnify City from the negligence or willful misconduct of
City, its officers or employees.
8.4 Intellectual Property Indemnity - Contractor shall defend, indemnify and hold
City, its agents, officers, representatives, employees and City Council, boards and
commissions harmless from any proceeding brought against City for any intentional or
unintentional violation of the intellectual property rights of any third party with respect to
Solution deliverables purchased in this Agreement This indemnification shall include, but is
not limited to, infringement of any United States' letters patent, trademark, or copyright
infringement, including costs, contained in Contractor's deliverables provided under this
Agreement.
8.5 Contractor shall perform all Project work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original condition
and former usefulness as soon as possible, and to protect public and private property.
Contractor shall perform work as specified in Exhibit "A" to limit impacts to traffic during the
system installation period. Contractor shall be liable for any private or public property
damaged during the performance of the Project work.
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8.6 Contractor shall provide traffic control and access in accordance with Section
7-10 of the State Standard Specifications and the latest edition of the Work Area Traffic
Control Handbook (WATCH), as published by Building News, Inc.
8.7 Traffic control and detours shall at a minimum meet the following
requirements:
8.7.1 Emergency vehicle access shall be maintained at all times.
8.7.2 The locations and wordings of all barricades, signs, delineators, lights,
warning devices, parking restrictions, and any other required details shall ensure that all
pedestrian and vehicular traffic will be handled in a safe manner with a minimum of
inconvenience to the public.
8.7.3 All advanced warning sign installations shall be reflectorized and/or
lighted.
8.7.4 Traffic signal system shutdown or planned "red flash" shall be limited
to 4 -hour periods between the hours of 9:00 a.m. and 3:00 p.m. on weekdays (Monday
through Thursday), except as authorized by the Project Administrator.
8.7.5 "STOP AHEAD" and "STOP" signs shall be furnished by the
Contractor and shall conform to the provisions in Section 12-3.06, "Construction Area
Signs," of the State Standard Specifications except that the base material for the signs shall
not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each
direction of traffic. Locations of the signs shall be per the WATCH manual.
8.8 Nothing in this Section shall be construed as authorizing any award of
attorney's fees in any action to enforce the terms of this Agreement, except to the extent
provided in Section 8.3 above.
8.9 The rights and obligations set forth in this Section shall survive the termination
of this Agreement.
City has retained Contractor as an independent contractor and neither Contractor nor
its employees, nor any of its subcontractors, are to be considered employees of the City.
The manner and means of conducting the work are under the control of Contractor, except
to the extent they are limited by statute, rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment shall accrue to Contractor
or its employees.
10. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the work to be
performed. City agrees to cooperate with the Contractor on the Project.
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11. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement of
work, Contractor shall obtain, provide and maintain at its own expense during the term of
this Agreement or for other periods as specified in this Agreement, policies of insurance of
the type, amounts, terms and conditions described in the Insurance Requirements attached
hereto as Exhibit "D," and incorporated herein by reference.
12. BONDING
12.1 Contractor shall obtain, provide and maintain at its own expense during the
term of this Agreement: a Labor and Materials Payment Bond in the amount of one hundred
percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and
in the form attached hereto as Exhibit "E" which is incorporated herein by this reference; and
a Faithful Performance Bond in the amount of one hundred percent (100%) of the total
amount to be paid Contractor as set forth in this Agreement in the form attached hereto as
Exhibit "F" which is incorporated herein by this reference.
12.2 The Labor and Materials Payment Bond and Faithful Performance Bond shall
be issued by an insurance organization or surety (1) currently authorized by the Insurance
Commissioner to transact business of insurance in the State of California, (2) listed as an
acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned
a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide: Property -Casualty.
12.3 The Contractor shall deliver, concurrently with execution of this Agreement,
the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of
the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner,
which authorizes the Insurer or Surety to transact surety insurance in the State of California.
13. PREVAILING WAGES
13.1 Pursuant to the applicable provisions of the Labor Code of the State of
California, not less than the general prevailing rate of per diem wages including legal
holidays, overtime work, fringe benefits and contributions for each craft or type of workman
needed to execute the work contemplated under the Agreement shall be paid to all workmen
employed on the work to be performed by the Contractor and any subcontractor, insofar as
the provisions are applicable to the work being performed. Attached hereto as Exhibit "H"
are the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813 and
1815. These provisions are incorporated by reference into this Agreement and Contractor
agrees to comply with these provisions.
13.2 In accordance with the California Labor Code (Sections 1770 et seq.), the
Director of the Department of Industrial Relations has ascertained the general prevailing rate
of per diem wages in the locality in which the work is to be performed for each craft,
classification, or type of workman or mechanic needed to execute the Agreement.
Contractor is required to obtain the applicable prevailing wage determinations from the
Department of Industrial Relations and post the applicable prevailing rate of per diem wages.
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It shall also be the obligation of the Contractor or any subcontractor under him/her to comply
with all State of California labor laws, rules and regulations and the parties agree that the
City shall not be liable for any violation thereof.
13.3 Unless otherwise exempt by law, Contractor warrants that Contractor and any
subcontractors who were listed on the bid proposal for the Services are registered and
qualified to perform public work. Contractor further warrants that Contractor is currently
registered and qualified to perform "public work" pursuant to California Labor Code section
1725.5 or any successor statute thereto and that no contractor or subcontractor will engage
in the performance of the Services unless currently registered and qualified to perform public
work.
14. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform work on this Project are
identified in Exhibit "A". Contractor shall be fully responsible to City for all acts and omissions
of any subcontractor. Nothing in this Agreement shall create any contractual relationship
between City and any subcontractor nor shall it create any obligation on the part of City to
pay or to see to the payment of any monies due to any such subcontractor other than as
otherwise required by law. City is an intended beneficiary of any work performed by the
subcontractor for purposes of establishing a duty of care between the subcontractor and
City. Except as specifically authorized herein, the services to be provided under this
Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out
without the prior written approval of City.
15. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue work as a result of such withholding. Contractor shall have an immediate right
to appeal to the City Manager or his/her designee with respect to such disputed sums.
Contractor shall be entitled to receive interest on any withheld sums at the rate of return that
City earned on its investments during the time period, from the date of withholding of any
amounts found to have been improperly withheld.
16. CONFLICTS OF INTEREST
16.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act" and/or Government Code §§ 1090 et
seq.,"), which (1) require such persons to disclose any financial interest that may foreseeably
be materially affected by the work performed under this Agreement, and (2) prohibit such
persons from making, or participating in making, decisions that will foreseeably financially
affect such interest.
16.2 If subject to the Act and/or Government Code §§1090 et seg., Contractor shall
conform to all requirements therein. Failure to do so constitutes a material breach and is
grounds for immediate termination of this Agreement by City. Contractor shall indemnify
Mueller Systems, LLC Page 8
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and hold harmless City for any and all claims for damages resulting from Contractor's
violation of this Section.
17. NOTICES
17.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, to City by Contractor and conclusively shall be
deemed served when delivered personally, or on the third business day after the deposit
thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter
provided. All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attention: Utilities Manager
City of Newport Beach
100 Civic Center Drive
P.O. Box 1768
Newport Beach, CA 92658
17.2 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attention: Keith Adkins
Mueller Systems, LLC
P.O. Box 128
10210 Statesville Boulevard
Cleveland, NC 27013
18. CLAIMS
18.1 Unless a shorter time is specified elsewhere in this Agreement, before making
its final request for payment under this Agreement, Contractor shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Contractor's acceptance
of the final payment shall constitute a waiver of all claims for compensation under or arising
out of this Agreement except those previously made in writing and identified by Contractor
in writing as unsettled at the time of its final request for payment. Contractor and City
expressly agree that in addition to any claims filing requirements set forth in the Agreement,
Contractor shall be required to file any claim Contractor may have against City in strict
conformance with the Government Claims Act (Government Code sections 900 et seq.).
18.2 To the extent that Contractor's claim is a "Claim" as defined in Public Contract
Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute
resolution process set forth therein. Any part of such "Claim" remaining in dispute after
completion of the dispute resolution process provided for in Public Contract Code section
9204 or any successor statute thereto shall be subject to the Government Claims Act
requirements requiring Contractor/Consultant to file a claim in strict conformance with the
Government Claims Act. To the extent that Contractor's claim is not a "Claim" as defined in
Public Contract Code section 9204 or any successor statute thereto, Contractor shall be
Mueller Systems, LLC Page 9
17-14
required to file such claim with the City in strict conformance with the Government Claims
Act (Government Code sections 900 et seq.).
19. TERMINATION
19.1 Termination With Cause - In the event that either party fails or refuses to
perform any of the provisions of this Agreement at the time and in the manner required, that
party shall be deemed in default in the performance of this Agreement. If such default is not
cured within a period of five (5) calendar days, or if more than five (5) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within five (5) calendar days after receipt of written notice of
default, specifying the nature of such default and the steps necessary to cure such default,
the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting
party written notice thereof.
19.2 Termination Without Cause. Notwithstanding the above provisions, City shall
have the right, at its sole discretion and without cause, of terminating this Agreement at any
time by giving seven (7) calendar days prior written notice to Contractor. In the event of
termination under this Section, City shall pay Contractor for services satisfactorily performed
and costs incurred in the performance of such services up to the effective date of termination
for which Contractor has not previously been paid. In the event of termination under this
Section, City shall also pay Contractor for the Solution, associated materials, and hardware
delivered to City site under this Agreement that City deems usable.
20. EFFECT OF CONTRACTOR'S EXECUTION
Execution of this Agreement by Contractor is a representation that Contractor has
visited the Project site(s), has become familiarwith the local conditions under which the work
is to be performed, and has taken into consideration these factors in submitting its Project
proposal and Scope of Work.
21. WARRANTY
21.1 Contractor warrants to City that the entire Solution to be delivered hereunder
will be free from defects in material or workmanship and will be of the kind and quality
designated or specified by Contractor in Exhibit "A." The applicable warranties for the
Solution are set forth in greater detail in Exhibit "A," Attachment 8, "Warranty Information." If
Contractor installs the Solution and associated hardware and materials, or supplies
technical directions of installation by Agreement, the warranty period is as provided in Exhibit
"A" Attachment 8, "Warranty Information".
21.2 If Contractor -manufactured equipment delivered hereunder does not meet the
warranties set forth in Exhibit 'A" and if City promptly notifies Contractor in writing,
Contractor shall thereupon correct as specified in Exhibit "A".
21.3 The warranties set forth in Exhibit "A" are exclusive and in lieu of all other
warranties, whether written, oral, implied or statutory. Contractor does not warrant any
equipment of other manufacture designated by City.
Mueller Systems, LLC Page 10
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22. SOFTWARE LICENSE
22.1 Contractor hereby grants to City for the term of this Agreement and for the
fees specified in Exhibit B, a limited, non-exclusive, non -transferable license (without the
right of further sublicense) to operate, use, and display the software and documentation
solely for the purposes of this Agreement in accordance with the End User License
Agreement identified in Exhibit "G" ("EULA"), which is hereby incorporated by reference. In
consideration of City's payment of the ongoing support and maintenance fees set forth in
Exhibit B, Contractor will provide City with an ongoing license of the Software and the
maintenance and support services described in the EULA. Exhibit G survives the expiration
or termination of this Agreement.
22.2 Contractor hereby agrees to provide monitoring services under the terms and
conditions specified in the EULA.
23.1 Non -infringement. Contractor represents that to the best of its knowledge the
technology embodied in the Solution sold herein does not infringe upon a United States
patent or United States copyright in effect as of the Effective Date.
23.2 Authori . Each party represents as follows: (a) that it has full power and
authority to execute, deliver and perform its obligations under this Agreement; (b) that there
are no actions, proceedings or investigations, pending or, to the best of each party's
knowledge, threatened against such parry which may in any manner whatsoever materially
affect the enforceability of this Agreement or the rights, duties and obligations of the parties
hereunder; and (c) that the execution, delivery and performance of this Agreement will not
constitute a breach or default under any agreement, law or court order under which such
party is a party or may be bound or affected by or which may affect the rights, duties and
obligations hereunder.
23.3 No Other Representations. Each party acknowledges and agrees that it is
relying on no representation of the other party except as expressly set forth herein.
24. CONFIDENTIAL INFORMATION.
24.1 Confidential Information. In the performance of this Agreement or in
contemplation thereof, the parties and their respective employees and agents may have
access to private or confidential information owned or controlled by the other party and such
information may contain proprietary details and disclosures. All information and data
identified in writing as proprietary or confidential by either party ("Confidential Information")
and so acquired by the other party or its employees or agents under this Agreement or in
contemplation thereof shall be and shall remain the disclosing party's exclusive property.
The recipient of Confidential Information shall use all reasonable efforts (which in any event
shall not be less than the efforts the recipient takes to ensure the confidentiality of its own
proprietary and other confidential information) to keep, and have its employees and agents
keep, any and all Confidential Information confidential, and shall not copy, or publish or
disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose
it to others, without the disclosing party's written approval; nor shall the recipient make use
Mueller Systems, LLC Page 11
17-16
of the Confidential Information except for the purposes of executing its obligations
hereunder, and (except as provided for herein) shall return the Confidential Information and
data to the first party at its request. The City's duty to maintain confidentiality as described
hereunder shall be subject to the laws of the State of California.
24.2 Excluded Information. The foregoing conditions will not apply to information
or data which is, or which becomes generally known to the public by publication or by any
means other than a breach of duty on the part of the recipient hereunder, is information
previously known to the recipient, is information independently developed by or for the
recipient or is information generally released by the owning party without restriction.
24.3 Right to Injunctive Relief. Because of the unique nature of the Confidential
Information, the parties agree that each party may suffer irreparable harm in the event that
the other party fails to comply with any of its obligations under this Section, and that
monetary damages may be inadequate to compensate either party for such breach.
Accordingly, the parties agree that either party will, in addition to any other remedies
available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of
this Section.
Cr�•��]5'I . I � iJ~9 : I I 1*7 � �I�Z�1�J ►', I �. � �y
Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Contractor,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Contractor or any
other party. Additionally, all material posted in cyberspace by Contractor, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement, shall
become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Contractor or any other parry.
Contractor shall, at Contractors expense, provide such Documents, including all logins and
password information to City upon prior written request.
IZ�_��yEel `• I►IF,I: I.I�
This Agreement shall not be assigned by any party, or any party substituted, without
prior written consent of the City and the Contractor.
27. STANDARD PROVISIONS
27.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
27.2 Compliance with all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
Mueller Systems, LLC Page 12
17-17
county, state and federal laws, rules, regulations and permit requirements and be subject to
approval of the Project Administrator and City.
27.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant or condition contained herein, whether of the same
or a different character.
27.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
27.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
27.6 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party
by reason of the authorship of the Agreement or any other rule of construction which might
otherwise apply.
27.7 Amendments. This Agreement may be modified or amended only by a written
document executed by both Contractor and City and approved as to form by the City
Attorney.
27.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
27.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this Agreement
shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of
California.
27.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
27.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Mueller Systems, LLC Page 13
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATT
,7RNEY'S OFFICE
Date: ,ZU
By:
Aaron C. Harp
r City Attorney
ATTEST:
Date -
in
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Will O'Neill
Mayor
CONTRACTOR: MUELLER SYSTEMS,
LLC a Delaware limited liability company
Date:
in
Leilani I. Brown John DeYarman
City Clerk VP 1 GM, Metrology
in
Chason Carroll
Assistant Secretary
[END OF SIGNATURES]
Attachments: Exhibit A
— Scope of Work
Exhibit B
— Schedule of Billing Rates
Exhibit C
— Reporting Subawards and Executive Compensation
Exhibit D — Insurance Requirements
Exhibit E —
Labor and Materials Payment Bond
Exhibit F —
Faithful Performance Bond
Exhibit G
— EULA
Exhibit H
— Prevailing Wage Codes
Mueller Systems, LLC Page 14 17-19
EXHIBIT A
SCOPE OF WORK
Mueller Systems, LLC Page A-1 17-20
CITY OF NEWPORT BEACH AGREEMENT
WITH
MUELLER SYSTEMS
AUTOMATED METER INFRASTRUCTURE (AMI)
PURCHASE, INSTALLATION & MAINTENANCE
AGREEMENT EXHIBIT A
(SCOPE OF WORK)
17-21
Scope of Work — City of Newport Beach
Scope of Work Table of Contents
1. Introduction..........................................................................................................................3
2. Scope of full AMI System........................................................................................................3
3. Hardware Delivery .................................................................................................................5
4. Hardware Installation............................................................................................................5
4.1.Network Equipment...............................................................................................................5
4.2.Meter and MiNode.................................................................................................................5
5. AMI Software Integration - Mi.Host.....................................................................................16
6. AMI Software Integration — Consumer Portal.......................................................................16
7. Mueller Systems' Responsibilities.........................................................................................17
8. City's Responsibilities...........................................................................................................17
9. Project Communications and Status Updates.......................................................................18
10. Project Schedule..................................................................................................................18
11. Training...............................................................................................................................19
12. System Acceptance..............................................................................................................19
13. Final Completion..................................................................................................................20
Attachments:
I. Propagation Study Case 20954 dated 3 29 2019
2. N/A
3. N/A
4. Endpoint Acceptance Plan
5. Schedule of Values
6. Utility Roles and Responsibilities
7. Training Agenda
8. Warranty Information
2
17-22
Scope of Work - City of Newport Beach
1. Introduction
This Scope of Work document serves as an overview of the work to be performed for the City of
Newport Beach ("City") to complete the deployment of the Mi.Net AMI System. This Scope of
Work outlines the responsibilities of Mueller Systems, LLC (also referred to as "Contractor") and
the City required for a successful implementation of an Advanced Metering Infrastructure
("AMI") system encompassing approximately 26,309 -meter services, following the initial proof of
performance ("POP") phase for implementing an AMI system on 250 water meters.
2. Scope of full AMI System
The hardware that makes up the Mueller Systems' Mi.Net AMI system that is to be installed
within the City will consist of the following sizes and quantities. These are approximate and
actual values may differ. Any differences in quantities not requiring an amendment to the
Agreement will be handled via change order. A change order shall reflect the mutual written
agreement of the parties and the Contractor shall only commence work covered by a change
order after the change order is executed and notification to proceed has been provided by the
City.
5/8" Meters
16917
3/4" Meters
4
1" Meters
7259
1-1/2" Meters
553
2" Meters
1444
3" Neptune Tru/Flo Compound Meters (Retrofit)
32
3" Neptune HPT Compound Meters (Retrofit)
11
4" Neptune Tru/Flo Compound Meters (Retrofit)
52
4" Neptune HPT Compound Meters (Retrofit)
9
4" Neptune Proctectus III Compound Meters
1
6" Neptune Tru/Flo Compound Meters (Retrofit)
13
6" Neptune HPT Compound Meters (Retrofit)
3
6" Neptune Proctectus III Compound Meters
2
8" Neptune HPT Compound Meters (Retrofit)
7
8" Neptune Proctectus III Compound Meters
2
All meters, registers, nodes and boxes, etc. will be installed by Mueller Systems. All
products, including third party products such as boxes and lids, will be approved by the
City prior to purchase and installation by Mueller Systems.
The AMI network and host software will be installed and managed by Mueller Systems.
17-23
Scope of Work - City of Newport
- All of the Mi.Node Water meter radios will be configured by default as follows
o Hourly reading (Mi.Node interrogates registerhourly)
Transmit Frequency: Daily Upload
• Readings in the Mi.Net System will be in cubic feet
• Readings passed to the billing software will be in hundred cubic feet (HCF) (Fixed "0")
• Standard Mueller Systems' Mi.Net Water Alert configurations
- The data for the AMI Network will be stored on a server hosted by Mueller Systems. The system will
have the following capabilities: (some of these activities were completed in the Pilot phase).
o Basic AMI
■ Utility User Interface
■ List of Installed meters with last uploaded reading
■ Deployment wide consumption graph
■ Meter Details page for each meter
■ Basic Graphing of Consumer Consumption
■ Customer Information (Automatically Imported as Read only)
■ Account Management (Read only - imported from existing billingsystem)
• Hourly readings on all meters
o Billing Interface — meter data passing from Mi.Host to the City's billingsystem.
o Customer Information System ("CIS") Interface - Weekly importing of customer updates from
City's billingsystem
o Meter reading schedule — daily upload of consumption and hourly readings, on demand upon
request
o Network Maintenance, and Troubleshooting
o Mi.Host User Interface
o Mi.Net Mobile Trimble Handheld(s) with installation Radio(s)
o Network Management Tool ("NMT')
4
17-24
Scope of Work - City of Newport
3. Hardware Delivery
Hardware delivery will be scheduled at the time of order entry. Hardware delivery will
be incorporated into the Project schedule once it is available. City will issue purchase
orders for product in order for delivery in time to meet installation schedule. A
minimum of 8 weeks' worth of product will be onsite during meter installations to avoid
stock out. Shipment orders to be placed with full truck capacity to minimize freight
costs, unless City's project administer determines partial orders must be shipped
immediately. If requested to ship immediately the parties will review and agreed upon
shipping charges. Products, software and services will be billed in accordance with the
Schedule of Values in Attachment 5 hereto. Mueller Systems recommends that the City
maintains stock of a minimum of 1% total project volume for spares.
4. Hardware Installation
4.1. Network Equipment
A preliminary network design has been completed based on the inputs provided to
Mueller Systems and is attached as Attachment 1. Mueller Systems will conduct final site
surveys and develop a Final Network Design following contract execution. Both parties will
review network design inclusive of locations, assumptions, etc. prior to installation of
network equipment. If any City assets are needed, City approvals will be requested, and
the design adjusted accordingly. Mueller Systems will request City approval of the Final
Network Design if any City assets are required for coverage. Mueller Systems will complete
the installation of all required Collectors and ancillary equipment no later than 90 days
from Effective Date for locations where Data Collectors have been sited_ Descriptions of
the proposed sites, equipment, and placements are in the Propagation Study are in
Attachment 1. The installed network will be tested for coverage as part of the Project.
4.2. Meter and MiNode
Meters and MiNode equipment will be installed by Mueller Systems subcontractor, and
will be managed by the Mueller Systems project team. Mueller Systems will provide
training for installation teams on the use of MiNet specific installation tools and
procedures.
Installation Procedures:
Community Outreach and Customer Communication
- Seven (7) days prior to meter installation a door knock and door hanger (approved by
City's project administrator) will be left with the resident indicating time of install,
frequently asked questions, and important phone numbers for questions to be
answered.
Installers Appearance
- Installers must wear safety vest with description "AMI Meter Installer / Contract Worker
for City of Newport Beach"
17-25
Scope of Work - City of Newport
- Vehicle must indicate they are a "Contract Worker for the City of Newport Beach"
Installer notification at time of meter installation
- Knock on the homeowner's door. If the homeowner is home, alert them of the meter
change out that will take place.
- Installation tech will perform the change out.
- After completion, tech will provide the homeowner with contact information, in the form
of a door hanger, should there be an issue that comes up after installation.
- If the homeowner is not home, a door hanger will be left after the meter installation is
completed informing the customer of what took place.
- All customer complaints and field escalations will be handled by installation team initially
then referred back to City if required.
Additional Suggestions for City
- Consumer water bill inserts one month prior to meter installations
- Website outreach -Frequently Asked Questions (FAQ) section on website for AMI Project
- Social Media- Utility Facebook/Twitter page alerting residents of the meter project
- Meetings with Homeowners Associations (HOA's) to inform and answer questions
Daily meet time 7:30am Designated Site
Storage- Storage of project materials to be provided by City. Installer will manage and track
inventory. Consultant's Project team will keep a copy of all sign out sheets of material for Installer
records. Old meters are to be returned to the box where the new meters were taken from. The
installer will write the address, date and initials on the outside of the box of each meter stored in
that box. The boxes are to be stacked neatly back on a pallet addresses facing out in designated
area neatly. Place the caps from the new meter back on the ends of the old meters. Clear all old
tags and trash from the boxes and discard in designated trash areas before stacking the boxes.
Meter Installation
Meters will be installed by cycle/route order to be determined jointly between the City staff and
the Mueller Project Manager, following the meter reading sequence that's agreed upon by all
parties. Mueller Systems and Installer will work with utilityto evaluate route efficiency. Most meters
are outside in a pit location, so appointments are unnecessary. Mueller Systems assumes that less
than 0.5% of residential accounts will require an appointment. If the requirement for residential
appointments is above this rate, then the parties will discuss options to resolve. The following steps
are the general installation plan, identified potential problems, and resolution suggestions. After
hours work requests will be agreed upon in advance of work being perform between Mueller
Systems and the City of Newport Beach.
Installer Staffing Plan -
Project duration established for 36 months, Installer's project staff will include: Install Project
6
17-26
Scope of Work - City of Newport
Manager and a Field Supervisor with approximately two to three installation technician and quality
resources for project duration.
Project duration established for 18 months, Installer project staff will include:
- Install Project Manager —Oversee all project operations and planning Assistant Install
Project Manager- Support PM Daily Operations
- Field Manager- Oversee all Field Activity and assist with field issues Meter Installers -
Individuals who are conducting the field activities of installing the meters
- QC- QC person to field inspect all work the day after install Lid Specialist- Drilling Lids
(if required)
Installation Pro'ect Team -- Roles and Responsibilities
Install Project Manager ("PM") — (7 am — 4 pm)
1. Will oversee the daily operations of the meter installation Project.
2. Deploy daily routes, instruction, inventory and supplies for install, quality control ("QC")
and lid drilling teams.
3. Will also distribute send back problem accounts from previous day to be completed by
installer before installer starts daily installs.
4. Communicate with designated contacts from Mueller Systems, and City utility
department daily to address any previous day's issues.
5. Track route allocation and scheduling with City, Mueller Systems and Installer Project
Support.
6. Daily field visits and support to team to audit install quality, QC progress, training,etc.
Assistant Install Proiect Manager "Assistant Manager")
1. Will assist the PM with upholding the daily procedures and guidelines set on the Project as
described above.
Daily Task for Assistant Manager (9 am -6pm)
11. Govern the distribution and execution of the audits to the installers. (ALL DATA ISSUES
WILL BE CORRECTED BY NEXT DAY)
12. Complete the exceptions list follow up locations, access, etc. If the meter pit is able to be
installed the assistantPM will do install at point of contact.
13. Install pit meters in route as day is planned with other responsibilities.
14. Check in the installers nightly. Collect installer's daily field summary sheet, phones
and paperwork. Make sure Installer work order management system data is
uploaded successfully.
15. Do nightly paperwork summary for Project Manager to review in the morning.
17-27
Scope of Work - City of Newport
General Install procedures -
1. Never park or turn around in a residential driveway. Park vehicle in safe location on the
street of install location. If it's a busy road, you can pull on a side street as close as
possible to the location that you are doing the install. Put safety cones out.
2. Exit your vehicle and collect all necessary equipment you will need for install.
3. Verify Address on route sheet with house number on the structure you are going to be
installing. If there is not a number on the structure, check the surrounding structures
to see if logically this should be the correct location.
4. Locate the pit or vault where you will complete the installation. Some pits are not
easily visible so may be necessary to use directions provided by utility if available. Once
you locate the meter box open up the lid to verify provided data information (old
meter#, last read, if available)
5. Knock on the door and inform homeowner of your arrival/ about the replacement. Let
them know water will be off for a fewminutes.
6. Select the address in the Mueller Systems handheld and click Install, Exchange.
7. Select the address in the handheld. Summary screen will provide meter information.
8. Verify old meter number, address and old reading (if provided) match in both handhelds.
9. TURN ON WATER FAUCET/HOSE CONNECTION.
10. VERIFY METER IS MOVING AND THE INFORMATION IS CORRECT.
11. Turn water off if no back-flow preventer.
12. If necessary, removewater and or dirt from meter box and dispose of as directed.
13. If a leak is present, bad plumbing or any other noticeable issue, stop and let your manager
know or make as an exception as directed.
14. Start install in the handheld and double check that the information matches.
15. With the handheld:
• (P)***Take a picture of meter in the box showing valve position before work start (see
Pic 1);
• Remove the old meter - Turn off the water and remove the meter.
• Enter the old meter reading;
• (P)***Take picture of the register, validating the picture shows the reading (see pic2);
• (P)***Take a picture of the old meter serial number (see pic3);
• Scan in the new meter number;
• Scan Transmitter number;
• Fill out other information in handheld.
16. Install the new meter, check to make sure the arrow is pointing in the correct direction.
17. Turn on the water and check for leaks.
18. Flush the air from hose connection, if available, running 10 gallons whenever possible.
Leave door hanger if hose connection not available.
19. (P)*** TAKE PICTURE OF WATER BEING FLUSHED (see pic4).
20. Return to pit and make sure the meter ran in the proper direction.
21. (P)***Take picture of number for new meter number and number of the MiNode showing
the screw properly installed (see pic 5).
8
17-28
Scope of Work - City of Newport
22. With the Mueller Systems handheld:
• Enter the old meter reading, Next;
• Enter the Meter Type as "Mueller Systems SSR EXT";
• Enter the multiplier as defined by Mueller Systems
• Enter the size;
• Enter the location and lid type, Next;
• Scan the Mueller ID, Register ID, and Base ID, Test; and
• Select Next, Next, Done to collect GPS.
23. With the handheld:
• (P)*** Take Picture of entire setting showing valve position, meter direction, and
reading on new meter. (see pic 6)
24. TURN OFF WATER FAUCET/HOSE CONNECTION.
25. Make sure flow stops.
26. Fill out paperwork for the project.
27. Replace lid or drill lid as applicable and install the through the lid ("TTL") hanger with nut
and screw.
28. (P)***Take a picture from the side of the drilled lid with the installed TTL.
29. (P)***Take final picture of lid drilled and or replaced (make sure item is noted on
paperwork).
30. Note any exceptions in the notes section.
31. Pick up and Clean up area.
32. Put the old meter WITH PLASTIC END CAPS in the box you took the new meterfrom.
33. Complete as an exception if no lid is available and it cannot be drilled.
34. Wrap up install. Make sure you collect all tools and trash associated with the install and
then proceed to the next location.
Data collection as follows: Pictures:
Installer Photos Description:
1. Existing meter setting — picture of old meter in box showing valve position before start.
(See picture 1)
2. Old Read — picture of old register read (Top of Meter). (See picture 2)
3. Old meter serial number— picture of old meter serial number on lid or # printed in register
face. (See picture 3)
4. Water line being flushed — picture of the water line being flushed at hose bib. (See picture
4)
5. New meter and new remote number — picture of the new meter and new remote set side
by side with serial numbers visible. (See picture 5)
6. Completed meter setting — picture of the new meter installed and surrounding area
including valve in on position and register read. (See picture 6)
7. Completed TTL lid install — picture of the antenna mounted in the drilled lid. (See picture 7)
9
17-29
Scope of Work - City of Newport
List of services and direction -
1. 5/8"x3/4", %", 1", 1 %", 2" — Small meter C/O pits.
2. 5/8"x3/4" Thru 6"— Retrofits.
Exceptions Reporting Daily Protocols
■ Exceptions will be recorded daily by the installers per specifications set for the job.
■ The managers will review exceptions recorded by the installers daily with the
installers to insure valid reasons and record notes on field summary sheet.
■ Exceptions will be reviewed the following day and put in appropriate status report that is
reviewed by project support manager.
■ All exceptions such as locates, no access, miscellaneous, etc. will be re -assigned to
Assistant Managers handheld to conduct site visit before status reclassified and turned
back to utility for assistance. (If manager is able to complete install, he will do soduring
site visit).
Potential Problems (Exceptions)
Items that have been identified that would be non-standard work or reason to not complete install.
1. Pre-existing Leak—During pipe and valve inspection, if there are anyconcerns
2. Meter Numbers do not match - Check old reading and verify address. If correct address,
call manager. You will most likely be able to proceed with install and note in both
handheld and paperwork.
3. Meter size does not match- If numbers, reading and address are correct, proceed, and
note in handheld and paperwork.
4. Bad Valve- Valve is previously broken. Will not shutoff water. (Frozen orfree spinning upon
arrival)
]0
17-30
Scope of Work - City of Newport
S. Locate — Cannot locate the meter
6. Access - Locked gate, dog, obstacle blocking meter, etc.
7. Customer refused - Instructed to leave the property
8. Other— Manager approved only if doesn't fit other categories.
Any issues that arise during installations, Install Project Manager or Manager or Assistant
Manager (will need to coordinate to address all field issues, customer escalations, etc.).
Installer will typically start meter installs at 8:OOam and last install complete by 5:00pm.
F Installer Picture #I
<--Installer Picture # 2
17-31
Scope of Work - City of Newport
E --Installer Picture #3
Ffnstaller Picture #4
l?
17-32
Scope of Work - City of Newport
(—Installer Picture
< --installer Picture #
m
r
L-
Installer Picture
17-33
Scope of Work - City of Newport
QC Team Rales and Responsibilities:
• Team members will QC previous days' installs completed by installers.
• Goal is to insure the installs were completed per specifications and guidelines of the install
procedures manual.
• Field QC will be conducted for 100% of new technicians for two weeks, thereafter field QC
will be performed on 3% of installs.
• QC team will complete 100% of previous days' installs (data and pictures) the following day.
o Collect QC data including following:
■ Lid drilled;
■ TTL installed correctly with screw and node mounted correctly;
■ Meter set correctly;
■ Reading on meter >10 gal, water off, and info like no hose bib;
■ Meter number and node numbers matchdatabase;
■ General condition of site — no dirt piles or trash left behind: and
■ Any work not complete will be noted in the exceptions report, corrected
and shared with managers for daily training.
o QC audit pictures include the following (6 pictures):
1. Found site;
2. Lid seated in box;
3. Register read;
4. Meter set;
S. Node and register numbers• and
6. Side view of TTL installation.
14
17-34
Ei
Sk
Scope of Work - City of Newport
5. AMI Software Integration - Mi.Host
Not Applicable.
6. AMI Software Integration - Consumer Portal with Smart Energy Water
Not Applicable_
7. Mueller Systems' Responsibilities
Mueller Systems will provide a Project Managerwho will coordinate all deployment activities. The Project
Manager will serve as a single point of contact and:
• Develop the detailed Project Plan.
• Will remain with the project until completion.
• Develop and maintain Project Schedule.
• Working closely with the City to:
o Develop Installation Plan; and
a Track Project Milestones and Deliverables.
• Coordinate Project Communications and Status Updates.
• Install Mi.Net Infrastructure.
• Provide Mi.Host Server Hosting - Mueller Systems will host the server for Mi.Net AMI server.
• Mi.Node installations will be completed by Mueller Systems subcontractor.
• Implement Network testing will be conducted to ensure all AMI network infrastructure, including
Collectors, Mi.Net AMI server, and interconnectivity is working correctly. These results will be
shared with the City.
• Conduct User Training — classroom and field training is supported by using the actual system; for
that reason, training is broken down into two phases:
o Initial Systems Familiarization to support installation, CIS interface development, and
project monitoring. This initial training will be provided during the installation phase to
all City employees identified by the City. This training is typically completed by onsite
Mueller Systems project managers. The agenda and attendees will be developed in
coordination with the City; and
o Formal Classroom Training on the system will be scheduled by the Project Manager with
coordination of the City.
8. City's Responsibilities
Designate personnel to serve in roles per the attached in Attachment 6.
16
17-36
Scope of Work - City of Newport
• Ensure that the site conditions for collectors are prepared and ready for installation of collectors
and repeaters by Mueller Systems in accordance with the final network design that is approved
by both Mueller Systems and the City.
• Provide Access. The City shall provide access to any and all necessary locations and facilities
where the Work will be performed by Mueller Systems or its subcontractor. In the case of
inaccessible locations, it shall be City's responsibility to gain access for Mueller Systems or its
subcontractor.
• Provide storage facilities capable of housing all project materials and facilitate office space for
deployment team; a minimum of 2,000 Square Feet is needed to operate efficiently. Minimum
space for 2 office personnel, 2 computer desks and a 6-foottable to store and charge Electronic
Hand -Held Computers. Indoor or outdoor storage space for approximately up to 8000
meters/Nodes.
• Provide general all -day parking for warehouse staff (up to 4 persons) and access for installers
vehicles to load and unload morning and evening.
9. Project Communications and Status Updates
Mueller Systems will establish, maintain, and distribute a project communications master list. This will
be updated prior to the Project status update call and distributed if changes are made.
Mueller Systems will organize and execute weekly written and semimonthly status update meetings via
conference call or on site. The dates and times will be negotiated and mutually agreed upon with the
City after contract execution.
Meeting will be held by teleconference established by Mueller Systems and a calendar invite will
be sent to the City Project Administrator. This schedule can be adjusted after the Project starts and
progresses, as necessary.
Overall Project schedule and daily schedule progress will also be covered.
10. Project Schedule
Initial Project schedule timeline is outlined below. Within 30 days following the Agreement's
execution, Mueller Systems will coordinate with the City to develop a detailed Project schedule.
Milestone Complete
Date Complete
Contract signature
NTP (notice to proceed)
Kickoff meeting and Schedule
NTP +30 days
Project Closure
NTP + 36 Months
17
17-37
Scope of Work - City of Newport
11. Training
Introduction to the Mueller Systems Advanced Metering Infrastructure class describes the advantages of
using an AMI system. The class covers the MLNet engineered system and its components. The Mi.Net User
Interface is described in detail including creating reports, setting up alerts, generating on demand reads, and
billing interface. Training shall be provided to ensure competency of City designated staff to provide for
system operation and functionality. Mueller Systems shall provide training and assess staff competency
throughout the training process and provide feedback and direction regarding ongoing training
requirements throughout the implementation.
3 Training days total included within this scope of work.
Reference Training Plan located in Attachment 7.
12. System Acceptance
Endpoint Acceptance:
15. During full deployment, meters and nodes will be considered accepted in groups defined by
the Project team as they have been completed and passed the EAP.
13. Final Completion
The Project will be considered complete when all components of the solution outlined in section 12 have
been accepted.
i8
17-38
CITY OF NEWPORT BEACH AGREEMENT WITH
MUELLER SYSTEMS
AUTOMATED METER INFRASTRUCTURE (AMI) PURCHASE,
INSTALLATION & MAINTENANCE
AGREEMENT EXHIBIT A (SCOPE OF WORK) ATTACHMENT 1
PROPAGATION STUDY
Case 20954 dated 3 29 2018
17-39
Case V 20551
312912o1a
City of Newport Beach, (CA) --- RFv4 Propagation Study
Study Details
Available Information
• Community Centers available in service area
• Fre Stations available in service area
• Street U. -hu ar-rlable in service area
• "26:680 Mete r [I00°.e Plastic pits]
Assumptions
• ^26: 680 meter locations were provided to Mueller Sytterns for &.xs study.
Additional meter lontions provided after this study may require additional
infrastructure,
• Study assumes all water rrmters mounted under plastic pit Gds. Nodes
must be mounted thrown the lid with a Mue er. TFL adaater.
• Areas with low signal zwer otic may require additional infrastn assure.
• Stucy is designed and based on a maximum distorceof 2 -hops from
Mi.kub to node.
• Assets proposed for infrastrutwre locations wil I require : site survey to
determine any nearby assets?]aC=t OCl: aiaale for infrastructure placement.
Atter site s amey: if there are no viable asset:, study will need revision.
• for asset assumptions see papas labeled `Infrastructure irrstnitation nate
and as•umntion?.
Estimated Infrastructure Requirements
• One:11 XR-RMi.Hub Collectors [on RzdioTowerj
• 16 YR r&Hub Collector(on Street Lghts)
• 17 AC }:R Repeaters [an Street L;e.ts)
Ferfofmance Goals
• Rr Covene o'f kn.'talled base of mercTf modalea to ale at 10010.E
Rend rate of at least 95.5% yaer a 3 -day window of the instailec nate of actt.ve
meter/modules.
('tote:
This RF propagation study was conducted using the available information and as-
sumptions stated in this document. Quantities and infrastructure kw tions are sub-
ject to change after detailed site surey following award.
MUeller SYSTEMS
1
17-40
Gare $A 20954
City of Newport Beach, (CA) - RFv4 Propagation Study
Mi.Hub Collector Locations
EXISTING ASSETS, [,in
es l .1 12,14.17 Already installed during the €'roof of ['criormanee Phase
3. 2JY20i8
Type
Height
Assumption
Asset
Flame
Latitude
(Dedmal Degreesl
Longitude
(Decimal Degrees)
XK-R
190`
Radia Tower
33.632131
-117.937834
30`
Street Light 1
33.61150054
-117.9209745
XR
90'
Street Light 2
33.60610079
-117.9D50753
XR
30'
Street Light 3
33.58725665
-117.8654015
XR
30'
Street Light 4
33.59608515
-117.8784233
XR
30'
Street Light 5
33.62188681
-117.8902697
XR
30'
Street Light 6
33.63199912
-117.9034795
XR
30'
Street Light 7
33.66312137
-117.8636845
XR
30'
Street Light 8
33.65627607
-117.8805264
XR
30'
Street Light 9
33.64661155
-117.8637838
XR
30'
Street Light 10
33.63897429
-117.9861074
XR
30�
Street Light 11
33.61334378
-117.8578417
XR
30'
Street Light 12
33.61283865
-117.8436784
XR
30
Street Light 13
33.627,09296
-117.8479272
XR
3 0'
Street Light 14
33.60481585
-117.8898453
XR
30`
Street Light 15
33.60877397
-117.8721395
XR
30
Street Light 16
33.61610936
-117.902025
Street Light 17
33.59885786
-117.8661514
Muller SYSTEMS
17-41
C"t Y 24514
City of Newport Beach, (CA) — RFv4 Propagation Study
Mi.Hub Collector Locations
EXISTING ASSETS;
°.1-3+2aia
Type
Height
Asset Latitude
Longitude
Assumption
Name {Decimal Degrees)
(Decimal Degrees)
XR
30'
Street Light 18 33.63345103
-117.863127
Mueller syst j
17-42
Case # 20454
City of Newport Beach, (CA) - RFv4 Propagation Study
XR Repeater Locations
EXISTING ASSETS; I
Lines 1,2,12,13 Already installed during the Proof of Performance Phase
3, 23,-2DIC
Height
TypeAsiiIII >tion
f
Asset
Name
Latitude
[Decimal Gegreesl
Longitude
(Decimal Degrees)
.CXR 3G`
Street Lig lit for ACXR 1
33.62225908
-117.9286094
ACXR 30:
Street Liglit for ACXR 2
33.625121_6
-117.9064058
ACXR 30'
Street Light for ACXR 3
33.52393513
-117.8968497
ACXR 30'
Street Light for ACXR 4
33.53486918
-117.9483357
ACXR 30'
Street Light for ACXR 5
33.63893865
-117.9741421
ACXR 30'
Street Light for ACXR 6
33.61942301
-117.9385564
ACXR 30'
Street Lig lit for ACXR 7
33.61711785
-117.8723307
ACXR 30'
Street Light for ACXR 8
33.61148373
-117.8932749
ACXR 30'
Street Light for ACXR 9
33.60948447
-117.9810245
ACXR 30'
Street Light for ACXR 10
33.60194442
-117-8736658
ACXR 30'
Street Light for ACXR 11
33.58922967
-117.8568372
ACXR 3 C11,
Street Liget for ACXR 12
33.60488739
-117.860983
ACXR 3 C11,
Street Lignt for ACXR 13
33.62572952
-117.8559028
ACXR 30'
Street Light for ACXR 14
33.66199484
-117.8727565
ACXR 30'
Street Light for ACXR 15
33.54177477
-117.8638956
ACXR 30'
Street Light for ACXR 16
33.66906897
-117.8649217
ACXR 30'
Street Light for ACXR 17
33.62944916
-117.9301753
Mueller SYSTEMS
17-43
� � s� - _— lj: '�Q fl a ars � -' I E•' `" 5 � k�yy. � -
f
.17
or
t
•����r �';r� -Q-
•-
- - :Ire• - .v a• •� : - i -++Rye
•a Sys. rr._. -
C— 14 IOC -S4
City oof Newport Beach, (Cly) -- RFv4 Propagighon Study
E5tifnnated Rf Analysis-:oveffage
WRmt InCryctrLwharsvQllarfl*6c
a VP%# rl — X41
PA. tnr--'7G. tam(ibo%,PLactb PrCc]
XR-,R callartom = i {ars Rack ff=wArj
X roll. 03a =1R Jm Strr..s Lifftrtck
ac!'PRepeeter3 t7 lam Sin etLW%&)
y z1
{� = Xft fiapeddeisignal stmngm
!
l
A.
F
I'llah Uaw
G
17-45
Msc: M 20904
City of Newport Beach, (CA) ---- RFv4 Propagation Stuciv
Estilllated RF RQCILllId211C)(
1,d29J201 a
17-46
Case 2 20554
City of Newport Beach, (CA) — RFv4 Propagation Study
Infrastructure installation dotes and Assumptions
3?291'2Q16
DevkC
Note-4amumptions
.R -R Ori vt4j�,4-
includvs in tojiat;Dr gf.:rinmrn ano Ar. -i m.far,'ri-r.r on top ci Cra k_ mutnfriq CndiGCL'dtng COaAj4T0+T amp+'+fCr C0 coiYacrordo-w'1 Ov ronk.- fast l.�1dar; of the
oWhild ossa[
Ca11��crorat baso Dfranls arz Uti2�ry SL'pp.�.�d.n3aL'+Ir1f7Q �aainG� WAOth Gr,Rravftng 011 Ca Fl ra7c2rians. igF 3WYGp LCr]i7 rwarhons.
o, ASSUMES QVffiJG JeACSWrCe IM17 h(m C25e(3fit)-rang, oftha comacto.rsirsra.0 shu
D.ASSUMES COVIOCWT Can be fnsr Red to an a)istvig ciemst or roam an Gxiisdmg pa.rW and Lhor a goad ground is prc-
VRdgd orovailmbirifarNgh nlrgarrasta-
r- Axmanaz waoa r mou mt ng is avaifrbi; or WttV ba mama auariobAm by s dIky jb r ampfYk r and naw, na_
d_Ass!jmQscmpiftorandar,rarnaof hi�rhGrfrG1t7gmard�epvj
a. M"YPr5p=.n-z cpuumas Choi su. tahtn coarlaciions ax -sr ro ortnciz to axis� grour%, hkq Aravi6Qd 4 rW customar at catbctOr, a.+rP6j5Qf and on-
carnomaumtirg iocatians
Dios nor f rciudo rha mb mng:
a. Other tnanuoi mh-k-mor dkecdy associated kdrh installation of the Cc4paorsuch os iPaadIranchia3 fram torn to orai.7.�rica'jur c
tion box and buikdlep or cc6Pcinr mourtrng fronm
b. structuroP am&yxis or RF stv.,ty of deW-ce
17-47
Ca;e r _'05 54
City of Newport Reach, (CA) — RFv4 Propagation Study
Iii€rastr«tture Installation Notes and Assumptions
3,29jM9
Device
Notes/assumptions
XR Hub on
Collector and Ahs pr Nided harcw2re mounted to urility p raided asset :t the ha4ht indies<ted in the prop study. €firer baited or damped to building/pole
litrlity 2=Ct
pnovideb with na 7ddrd0n?l mP+lntir4 cor4zider:twrz using supplied maurtng hardv zFe.
a. ASSUMES avaOONR AC SOIHCe 5{N hfn OWL, (3f t) rangy i4F trio cofiacrcrs inxtafhad s.7a
b. Assumes ON,parts of rhe instaiil r6ar; can be acc-0mad whir a ittddar and no marx lfr rcquirnd
C. Assumes coiiectarcon be insw led to an ex&ting circuit or to an odditiono! circOr braakarin an azstirrg panel
d. Assumas arrranna haspropar mounting airailabb orw.W be.mada avardabfa. Assumas arrtanna w.k4 ba nmunriad at a mirr:nwm of 3£'
e. Wai!ar System— assumes that suitaWa rannacoeass awiv to artacb to exfst'ng graunaing prauidad by dv tummar at e'a!{at'Car, ampffffar Cid
ontanna maLnong iocatioeu
XR Hub with
Irdueer selected non-rekscopic.nd .non tiltin; pole provided by 1.15 and labor to lorsite, set and install pole and collector by MS in utility appro•.ed riga. of
Aissuaplied
wari.
c
a. assumes OuaOabde At source wrrlhin close (3jft) range gFrra caiiccrars irsr&ygdsita
b. assumes cOJi2Ctor con be irtstaWd to an axistirg orru t or to an addiaond cirm:t brnwkar in an wisang panof
c Assames cdie€ror cern be insi Ned to OP axisdog crrruir or to an add6ana� cirruit broakar 3n arc exisdnq paraei
d. kwumea anranna has Propar mavmtvrg avp.;AabI& orwAl be made o u ahfa. A=mas anranna w7i be naountad C. a miroimum of 3D'
e. i 64Jar$ystamsnssumasthatsuetaE.bconnecdemsoxiscroartart?roaxirir>ggrwrrdagp-.idadbyrrxrcustomerprcoftrrar,anapiif5orond
oratanno moLnring focafnaeu
iUlAIMtt
MIMOtMaMfln M
17-48
Cue p 213954
City of Newport Beach, (CA) — RFv4 Propagation Study
Infrastructure Installation Notes and Assumptions
+29f2ols
Device
Notesfassurnptio-ns
ACXp-on Lf.:-
Repe2rcr and NIS pro-.ided harcxare mounter to araViCCb as:e; : the heigrn inc'4--ted in the prop study. Either Bolted or ohrnped to builcng,, pale
r. asxt
pm ided with m� add:taml mounting oonsideratrons usingsupplied mounting hardwcne.
a. Assumes avatlabJe ACSOUrCe within close j3ft) rarsga of the rapeatar inswMed sila
b. Assumes Oparts of the instakorion Can be actamed w, i a taddar and no rnrnn4jr requ, rad
r_ Assumes repearer can be rnstabed to an aaist?ng drnrii Of ib an addidOnQi cireuir brnakar in Mn twisting Pena,'
-d. Assumes anteona .has pre par mounting a,naiJabia or will' be naada aLAdAmbho_ Ammas anrumna vdlfbo mourned at a minimum of 3[7'_
-. Muaiiar Systems assurnes that suirabia eaniaaetiors exist to attach to existing gruundrng prawidcdhy the mnaawf atcoffacrer, at?p yriar aw
AnteMAG nV. V.gtlR!g 100060n5,
iD
17-49
CITY OF NEWPORT BEACH AGREEMENT WITH
MUELLER SYSTEMS
AUTOMATED METER INFRASTRUCTURE (AMI) PURCHASE,
INSTALLATION & MAINTENANCE
AGREEMENT EXHIBIT A (SCOPE OF WORK) ATTACHMENT 4
ENDPOINT ACCEPTANCE PLAN
17-50
ilAi.Net
Objective
The objective of the EAP is to verify that the All System will operate and meet or exceed the
criteria set forth in this Exhibit. The parties will jointly administer the EAP. For all tests below,
Mueller Systems will calculate the applicable performance requirements using the existing
software features within the All System. Unless stated otherwise below, any disputes
regarding the performance of the All System shall be settled using meter read data from
Mi.Host's database.
Testing will generally commence within 30 days of when the following activities have been completed:
1. All Mi.Nodes and meters physically installed
2. Network infrastructure installed
3. Mi.Nodes have been configured for reporting
4. HES/MDM is configured and collecting data
Note:
• Before beginning the Test Procedure, all equipment (Mi.Nodes, network equipment, etc.) must
be installed in locations defined in the network system design.
• Utility may choose to waive testing if it believes that such testing is unnecessary. Should anytest
be waived, such test shall be deemed to have passed.
Test Procedure
I. Mueller Systems notifies Utility of readiness to commence testing
2. Mueller Systems and Utility mutually agree upon start date and testduration
3. Mueller Systems will provide written test results within five (5) days of the conclusion of the test
4. if test results fall within performance criteria set forth below, Mueller Systems will provide
written notice of successful completion and maintenance responsibility will pass to Utility
at that time for all network infrastructure, Mi.Nodes and meters
5. If test results fall outside of the performance criteria set forth below, Mueller Systems will
attempt to determine root cause of non -reporting Mi.Nodes utilizing NES/MDM network
tools
6. If Mueller Systems determines that a given Mi.Node is not reporting due to site specific or
homeowner induced conditions, the Utility shall take steps to remediate.
7. If Mueller Systems determines that a given Mi.Node is not reporting due to other than site
specific or installation related conditions, then Mueller Systems shall take steps to
remediate.
8. When sufficient remediation has been completed, proceed to begin the test procedure over
again.
i est Performance Criteria
Collection or Billing Data
Formula
Performance Criteria is 98.E%, reads during the applicable Billing Window*
Performance Criteria = 100 x ([Successful Communications] / [Expected
Communications]}
32
17-51
* Billing Window means the span in days, no shorter than 3 days, during which a valid
meter read must be obtained to properly bill a customer. Successful Communications is
defined as a billing read available in HES/MDNI. Expected Communications is defined as
a billing read From each active account in I IF;S,'MR.M.
The denominator "Expected Communications" in the formula above will be modified to
adjust for the following conditions:
9. Damaged meter or Mi.Node for example: meters with tamper, theft or other human induced
failures that render the meter or Mi.Node module incapable of providing a read
10. Other Installation Defect—the unit is otherwise installed improperly so that it does not
communicate with the network infrastructure.
11. Meter or Mi.Node has been identified for Utility to remediate
12. MI.Node is serviced by network infrastructure that has been subjected to a power failuregreater
than eight (8) total hours within the last three (3) days
13_ Illegal or unauthorized jamming of the radio spectrum is preventing or interfering with radio
communications
14. Data Base errors — the Mi.Node is removed from the field but not removed from the HES/MDM
database.
15. Mi.Node is dependent on Mi.Node that has been identified for Utility to remediate
16. A Mi.Node orthe network equipmentthat serves a Mi.Node has been affected bya Force Majeure
event
Operation of Remote Disconnect Meter (Disconnect/Reconnect)
Large Group Performance Criteria is 90% successful disconnections or reconnections within 24
hours of HES/MDM receiving the specified accounts and requested actions
(disconnect/reconnect). A "Large Group" is defined as a list of up to but not more than 1,000
meters. One Large Group will be processed per 24-hour period.
Small Group Performance Criteria is 90% successful disconnections or reconnections within 4
hours of HES/MDM receiving the specified accounts and requested actions
(disconnect/reconnect). A "Small Group" is defined as a list of less than 20 meters.
Formula
Performance Criteria = 100 x ([Successful Operations] / [Expected
Operations])
Successful Operations means the intended action either disconnection or reconnection has
occurred.
Expected Operations means the intended action.
The denominator "Expected Operations" in the formula above will be modified as
specified in the Collection of Billing Data section above.
33
17-52
The EAP test procedure can be applied to the entire population or may be applied to a subset
of meters based on network layout, geographic region, or meter reading routes as mutually
agreed upon by Mueller Systems and the Utility.
34
17-53
CITY OF NEWPORT BEACH AGREEMENT WITH
MUELLER SYSTEMS
AUTOMATED METER INFRASTRUCTURE (AMI)
PURCHASE, INSTALLATION & MAINTENANCE
AGREEMENT EXHIBIT A (SCOPE OF WORK)
ATTACHMENT 5
SCHEDULE OF VALUES
3 17-54
ATTACHMENT 5-
SCHEDULE
OF
VALUES
Invoicing will occur monthly at a minimum. Milestones for payments are as follows:
Item
Milestone & Method of Verification
Comments
Hardware/ Products (meters,
Invoiced upon Delivery
nodes, collectors, etc.)
Annual MiHost software hosting
Invoiced annually
fee
Annual handheld Maintenance
One-year anniversary of date of
City's acceptance
Annual Collector Maintenance
One-year anniversary of date of
City's acceptance
Professional Services fees
Invoiced monthly increments.
Fee spread evenly over
Project duration established
during Project Kick Off Meeting.
Meter/endpoint installation
Device installed and has reported
to MiHost
Collector and repeater
Installation complete reporting
installation
to MiHost
Training
Completion of training and
verified by sign in sheet
Propagation Study
Signature of Final Network Design
by both parties
Collector Backhaul Fees
Installation complete reporting
to MiHost
Change Orders
Fulfilment of the elements
Review of invoice and satisfactory
contained within the change
completion of the elements
order and invoiced to the City
within the change order.
36
17-55
CITY OF NEWPORT BEACH AGREEMENT WITH
MUELLER SYSTEMS
AUTOMATED METER INFRASTRUCTURE (AMI)
PURCHASE, INSTALLATION & MAINTENANCE
AGREEMENT EXHIBIT A (SCOPE OF WORK)
ATTACHMENT 6
UTILITY ROLES & RESPONSIBILITIES
17-56
ATTACHMENT 6:
UTILITY ROLES &
RESPONSIBILITIES
C I L y ur;';c�,14PG� " 0ca�:, re;.�-0,!,.1t�.
System Sponsor Overall executive sponsor of system
(Project Provide resources
Administrator) Remove obstacles
Approves plans and budgets related to system
Manage and coordinate Utility activity during deployment
Project Manager Contractual compliance and resolution with MS program manager
Internal communications related to project matters
Schedule and resource planning
Review and approval of System Test Plan
System Operator Execution of System Test Plan and associated component tests (with MS)
Review and approval of System Test Plan results
Training and readiness to assume post deployment responsibilities
Network Approval of network installation procedures and device locations
Equipment Acceptance of network device installation
Manager Field inspection of network installations asnecessary
Training and readiness to assume post deployment responsibilities
Approval of meter/node installation procedures
Meter/Endpoint Acceptance of meter/ node installations
Manager Field inspections of meter/node installations as necessary
Training and readiness to assume post deployment responsibilities
Roles and R -esponsibilities — Post Deployment
Responsibilities
System Sponsor OVerall executive sponsor of system
Provide resources
(Project Executive leadership
Administrator) Remove obstacles
Approves system plans and budgets
System Operator Mi.Net® account management MS Office proficiency
17-57
• Knowledge of utility billing
system
• Knowledge of utility
operational practices
• Understanding of RF systems
• MS Office proficiency
• Proficiency of meter
installation, test
procedures, and equipment
• Proficiency with Software
17-58
• Interface to billingsystem
• Software testing/upgrades when
necessary
• Process owner for Mi.Net system
operations (including fieldequipment)
• System SME to customer service, IT and
other internal stakeholders
Network
• Maintenance and operation of repeaters,
Equipment
collectors, field tools
• Field test/troubleshooting of
Manager
meters/nodes
Meter/Endpoint
• Maintenance of meters/nodes
Manager
• Field test/troubleshoot of meters/nodes
• Knowledge of utility billing
system
• Knowledge of utility
operational practices
• Understanding of RF systems
• MS Office proficiency
• Proficiency of meter
installation, test
procedures, and equipment
• Proficiency with Software
17-58
CITY OF NEWPORT BEACH AGREEMENT WITH
MUELLER SYSTEMS
AUTOMATED METER INFRASTRUCTURE (AMI)
PURCHASE, INSTALLATION & MAINTENANCE
AGREEMENT EXHIBIT A (SCOPE OF WORK)
ATTACHMENT 7
TRAINING AGENDA
40
17-59
Attachment 7:
Mi.NetO AMI Training Agenda
Advanced Metering Infrastructure (AMI) Tier
1 Training Tier 1 Class Description
Introduction to the Mueller Systems Advanced Metering Infrastructure describes the
advantages of using a smart metering system. The class covers the Mi.Net engineered
system and its components and explains a multi -path and star network. The Mi.Net User
Interface is covered including: creating reports, understanding alerts, generating on -
demand reads, billing interface, and how the consumer can access meter information.
Topics to be Covered:
Mi.Net System Components
Advantages of Using a Smart Metering
System Multi -Path Two -Way
Networking System
Mi.Net User Interface Overview
• Overview of different tabs
• Viewing all water & electric accounts
• Viewing individual accounts and detail
• Creating reports
• Changing passwords
• Advanced search
• Performing on -demand reads
• Account Management — new, changes, closing,
decommissioning
Alerts
Email Notification
Billing Overview —file structure (uploads/downloads),
billing cycle ~ Utility & Consumer Portals (Optional)
Who Should Attend?
Individuals responsible for monitoring meter readings, generating files for billing
purposes and managing the overall utility system.
Prerequisites:
41
17-60
Individuals should be able to use a computer to connect to the internet, be familiar
with Microsoft Windows XP (or higher) operating system, and be able to save and
print documents.
Advanced Metering Infrastructure (AMI) Tier II Training
Tier II Class Description:
The Mueller Systems Advanced Metering Infrastructure Tier 11 training begins with a
review of the MiHost software. This class will cover an in depth understanding of alerts,
data logging and threshold configuration, individual and global metering setup, and soft
disconnects. It will also cover email alerts, advanced search features, water remote
disconnect meters and how to add/install meters.
Topics to be covered:
• Mi Host Software Review
o Overview of differenttabs
o Water and electric pages
o Detailed reporting
o Alerts
o Water
0 Email configuration
a Global alert configuration
o Other alerts
• Data logging & Threshold
• Soft Disconnect
• Service Disconnect
• Remote Disconnect
• Advanced Search
• Updating the Mi.Net Database
• Installation, Swaps and Manual Reads
Who should attend?
Individuals responsible for monitoring meter readings, generating files for billing
purposes and managing the overall utility system.
Prerequisites:
Individuals should be able to use a computer to connect to the internet, be familiar
with Microsoft Windows XP (or higher) operating system, and be able to save and
print documents.
4?
17-61
CITY OF NEWPORT BEACH
AGREEMENT WITH
MUELLER SYSTEMS
AUTOMATED METER INFRASTRUCTURE (AMI)
PURCHASE, INSTALLATION & MAINTENANCE
AGREEMENT EXHIBIT A (SCOPE OF WORK)
ATTACHMENT 8
Warranty Information
43
17-62
Appendix A
Mueller 5vstems — Product Warranty Statement
1. Limited Warranty. Mueller Systems, LLC ("Mueller") warrants
that, for the duration of the Warranty Period (defined below): (a) each product
purchased from Mueller ("Product") will be free from defects in materials and
workmanship under normal use, installation and service conditions; (b) the
media on which any Software is furnished will be free of defects in materials
and workmanship under normal use; and (c) any such Software will
substantially conform to the applicable published Mueller functional
specifications for such Software. Products will have a warranty period of the
greater of (i) one (1) year from date of shipment or (ii) the applicable warranty
period for a specific Product stated below in Section 6 ("Warranty Period").
2. Exclusive Remedy. Mueller will, at its option, either repair or
replace with an equivalent substitute a Product that is in breach of the foregoing
warranty during the Warranty Period if Purchaser reports the breach to Mueller
within sixty (60) days after Purchaser discovers the breach. At Mueller's
request, Purchaser will ship the allegedly defective Product to a repair facility
designated by Mueller at Purchaser's expense and risk. If Mueller, in its sole
discretion, determines that the Product breached the applicable warranty,
Mueller will ship the repaired or replaced Product to Purchaser at Mueller's
expense and risk. If Mueller determines that it is unable to repair or replace
such Product, it will, at Mueller's sole discretion provide a cash or credit refund
to Purchaser. If Mueller repairs or replaces any such defective Product, the
Warranty Period for the repaired or replaced Product will continue for the longer
of (y) thirty (30) days, or (z) the remainder of the original Warranty Period.
Mueller's warranty is subject to exclusions, as set forth in Section 3. This
Section 2 sets forth Mueller's entire liability, and the Purchaser's exclusive
remedy, for any alleged breach of warranty for any Products.
3. Exclusions. Mueller has no obligation under this Product
Warranty Statement if (a) a Product has been subject to misuse, neglect or
accident or has been damaged through abuse, alternation, installation or
application inconsistent with AWWA guidelines or Mueller specifications,
including but not limited to Mueller propagation studies, failure to follow
Mueller's operation or maintenance instructions or negligence in transportation,
handling, or storage, or repaired by anyone other than Mueller or its authorized
personnel, (b) with respect to software, there has been a change to the
software's operating environment not made or authorized by Mueller or if
Purchaser fails to install any correction or enhancement provided by Mueller, or
if a virus is introduced through no fault of Mueller, or (c) if any Product fails to
satisfy the applicable warranty as a result of any force majeure event. Mueller's
Product Return process can be found at www.muellersystemsreturns.com .
4. Important Disclaimer. EXCEPT AS EXPRESSLY SET
FORTH HEREIN, MUELLER DISCLAIMS ALL OTHER EXPRESS OR
IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
44
17-63
NON -INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF
DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED
WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN
DURATION TO THE EXPRESS WARRANTY PERIOD.
5. Limitation on Liability. Mueller has no liability with respect
to damage or destruction of property or the personal injury or death of persons
resulting from defects in Products or from improper installation, use,
maintenance or operation of any Products. In all cases, Mueller's liability shall
not exceed the total amount paid by Purchaser to Mueller under this Order.
6. Product Warranties. The following provisions in this
Section 6 modify the limited warranty in Section I with respect to the specific
Products identified below:
45
17-64
Automated Meter Reading (AMR) / Advanced Metering Infrastructure (AM[) Products
Product
Description
Warranty Period
AMR 1 AMI Software
These items of Software will
One (1) year from date of shipment to Purchaser,
perform in accordance with
Mueller's published
specifications for the duration of
the Warranty Period.
AMR / AMI Hardware —
During the Warranty Period,
One (1) year from date of shipment to Purchaser.
unless otherwise expressly specified
these Products will be free from
herein
defects in materials and
workmanship.
AMR / AMI Radio Modules —
During the Warranty Period,
Ten (10) years from date of shipment to Purchaser.
AM] water module end oints and
p
these Products will be free from
defects in materials
Additionally, the unit is covered b
y y a prorated warranty for
AMR water module endpoints
and
workmanship.
years eleven (11) through fifteen (15) at a fifty -percent (50%)
discount, and years sixteen (16) through twenty (20) at a
twenty -five -percent (25%) discount from the date of shipment
to Purchaser. All discounts will be calculated on the then
current published price of the original product. All prorated
warranty discounts are to be used towards the purchase of
replacement units.
Encoder Register Products, Wall
During the Warranty Period,
Ten (10) years from date of shipment to Purchaser.
Pads and Pit Pads.
these Products will be free from
defects in materials and
Additionally, the unit is covered by a prorated warranty for
workmanship.
years eleven (11) through fifteen (15) at a fifty -percent (50%)
discount, and years sixteen (16) through twenty (20) at a
twenty -five -percent (25%) discount from the date of shipment
to Purchaser. All discounts will be calculated on the then
current published price of the original product. All prorated
warranty discounts are to be used towards the purchase of
replacement units.
Water Metering Products
Product
Description
Warranty Period
All Meter Products not otherwise
During the Warranty Period,
One (1) year from date of shipment to Purchaser.
specified herein
these Products will be free from
defects in materials and
workmanship.
Remote Disconnect Meters (RDM)
During the Warranty Period.
Five (5) year warranty or two -thousand (2,000) actuations of
valve and solenoid assembly
these Products will be free from
the valve, whichever comes first, from the date of shipment to
defects in materials and
Purchaser.
workmanship.
Bronze Maincases
During the Warranty Period, these
Twenty -Five (25) years from date of shipment to Purchaser.
Products will be free from defects
in materials and workmanship.
Composite Maincases
During the Warranty Period, these
Fifteen (15) years from date of shipment to Purchaser.
Products will he free from defects in
materials and workmanship.
46
17-65
Standard registers for the above
During the Warranty Period, these
Ten (10) years from date of shipment to Purchaser.
listed mechanical meters
Products will be free from defects in
materials and workmanship.
5/8" -- Five (5) years from the date of shipment to Purchaser or
the registration of 500,000 U.S. gallons, whichever comes first;
3/4" — Five (5) years from the date of shipment to Purchaser or
the registration of 750,000 U.S. gallons, whichever comes first;
l" — Five (5) years from the date of shipment to Purchaser or the
AWWANew Meter Accuracy
registration of 1,000,000 U.S. gallons, whichever comes first;
l-1/2" — Two (2) years from the date of shipment to Purchaser or
the registration of 1,600,000 U.S. gallons, whichever comes first;
2" — Two (2) years from the date of shipment to Purchaser or the
registration of 2,700,000 U.S. gallons, whichever comes first.
Models 400 and 500 Series
518" — Fifteen (15) years from the date of shipment to Purchaser
Meters
or the registration of 1,500,000 U.S. gallons, whichever comes
first;
314" — Fifteen (15) years from the date of shipment to Purchaser
or the registration of 2,250,000 U.S. gallons, whichever comes
first;
AWWA Repaired Meter Accuracy
1"— Fifteen (15) years from the date of shipment to Purchaser or
(AWWA M6 Manual)
the registration of 3,000,000 U.S. gallons, whichever comes first,
]- 1/2" — Ten (10) years from the date of shipment to Purchaser or
the registration of 5,000,000 U.S. gallons, whichever comes first;
2"— Ten (10) years from the date of shipment to Purchaser or the
registration of 8,000,000 U.S, gallons, whichever comes first.
Model HbMAG electromagnetic
During the Warranty Period,
Two (2) years from date of shipment to Purchaser.
cold -water meters
these Products will be free from
defects in materials and
workmanship.
Solid State Meters
During the Warranty Period (ten (10) years from date of shipment to Purchaser) these Products will
meet or exceed accuracy of +1- 1.5% between the specified minimum flow rate to the specified
maximum. Additionally, the unit is covered by a prorated warranty for years eleven (l 1) through
fifteen (15) at a fifly-percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty-
five -percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated
on the then current published price of the original product. All prorated warranty discounts are to be
used towards the purchase of replacement units for the following sizes:
5/8" Meter 0.1 gpm to 20 gpm
5/8" x 3/4", 3/d' Short, and 3/4" Long Meter 0.1 to 30 gpm
I" Meter 0.4 to 55 gpm
1 '/2" Meter 0.25 to 100 gpm
2" Meter 1.5 to 160 gpm
' American Water Works Association ("AWWA")
47
17-66
EXHIBIT B
SCHEDULE OF BILLING RATES
Mueller Systems, LLC Page B-1 17-67
17-68
FULL DEPLOYMENT FEE SCHEDULE
MS Part No.
Category:' ]tem
Quanity
Unit Price
Extended Price
Sales 1'ax Description
MS -G4 -AC -B -3G
Collectors
14 S
4,000.00
$ 56,000.00 $
4,340,00 \1i_flub
MS.G4-AC-B-3G-R
rower Collector XXR
0 S
4,975.00
S - S
. Mi.Hub XXR
MSW-NODE4-AC
Repeater
13 $
960.00
$ 12,480.00 S
967.20 Mi.Reptsim
MS-H4-HH-INST-KIT
RF installation hand-held
2 S
4,800.00
S 9,600.00 S
744.00 Mi.Tech
VOGB433
518" Myers
16917 S
127.00
S 2,149,459 00 S
518" X 3/4" 420 Bmnze, PB, Solid State digital Reg with
166,505.57 Mi.nodc Radio
VOHB219
314" Maas
4 5
160.00
$ 640.00 S
3A" 435 Brar¢e, Solid State Digital Reg with Mimode
49.60 Radio
VOKS238
1" Meters
7259 S
180.00
$ 1,306,620.00 5
101,263,05 V 452 Bantle, Solid Slate Digital Reg with Mi.ntode radio
WONB138
1-12" Meters (LOW FLOW)
478 S
429.26
S 205,186-28 S
1112" 562 Bronze Meter with Solid State Reg and Mi.node
15,901-94 Radio
Q9NS105M4
1-12" Meters (H[GLL FLOW)
75 $
455.27
$ 34,145.25 S
1 112" MVR 100 Bronze Meter 2 bolt flange in standard lay
2,646,26 length and Mi.node Radio
WOPB138
2" Milers (LOW FLOW)
1139 S
525.20
$ 598,202.80 S
46,360.72 2" 572 Bronze Meter with Solid State Reg and Mi.node
Q9PS 105M4
2" Meters (HIGH FLOW)
305 S
531.93
S I62,238.65 S
2" MVR 160 Bronze Meter 2 boh flange in standard lay
12,573.50 length and Mi.nodc Radio
PARTS
3" Neptune TrulFlo Cotrmound Meters -
'Register
32 S
258.82
S 8,282.24 S
3" Neptune T -Fl. Compound E -Coder Ra fit Registers
641.87 w/3' Nicor Connector, CF
PARTS
3" Neptune HPT Compound Meters - Register
I1 S
129.41
S 1,423.51 S
3" Neptune HPT E -Coder Retrofit Register w13' Niceir
110.32 Connector, CT -
PARTS
4" Neptune TrulFlo Corrrpmutd Meters -
Rc-SLer
52 5
258.82
S [3,458.64 S
4" Neptune TmFlo Compound E -Coder Retrofit Registers
1,043.04 w13'Nicar Connector, CF
PARTS
4" Neptune HPT Corrrpound Meters - Register
9 S
119.41
$ 1,164.69 $
4" Neptune HPI &Codcr Retrofit Regi to w13' N'icor
90.26 Cannstor, CF
PARTS
4" Neptune Proc=us I[[ Compound Maas -
Register
1 S
258.82
S 258.82 S
4" Neptune Pro[mm I [I E -Coder Retrofit Registers w/3'
20.06 Nicor Connocter, CF
PARTS
6" Ncptune TnJFIo Compound Maas -
Itc i ter
13 $
258.62
$ 3,362.06 S
6" Neptune TruFlo Cortrpound E -Coder Retrofit Registers
260.56 w13' Nicm Can=Lar, CF
PARTS
6" N'epture HPT Compeund Marrs - Register
3 S
124.41
S 388.23 S
6" Nepttme HPT E -Coder Retrofit Register w13' Nicor
30.09 Connector, CF
PARTS
6" Neptune Prcctectus III Compound Meters -
Re acr
2 S
258.82
S 517.64 S
6" Ngnurte Protectus III E -Coder Retrofit Registers wfT
40.12 Nicar Connector, CF
PARTS
8" Neptune HPT Compound Meters - Rc&a
7 S
129,41
S 90587 S
8" Nepture HPT E -Coder Retrnfn Register w/3' Nicor
70.20 Connector, CF
PARTS
8" Neptune Proct-tus II[ C.mpound Meters -
Ithea,srer
2 S
256.82
S 517.64 S
8" Neptune Pmtectua [IL E -Coder Rmorit Registers w13'
40.12 Nicor Co -=ton, CF
PARTS
10,000 Meta Bushings
10000 $
13,00
S 130,000,00 $
10,075.00 James Jones Meter Bushing Pan ME- 12811
MSW-NODF4-1 P-05
Mi.node Radio wf Nicor For Reg. Retro
757 S
60,40
S 45,420.00 S
3,520.05 Mi.node 4 Radio with Nicor Contactor
MS-TTLM
Through the Lid Mi. node Mounting Brackas
26286 S
3.95
S 103,829.70 S
8,046.80 TTLM
PARTS
314"DFWMaer Lid
0 S
30.88
S S
ISX9X 1 -3/16 "C"GRAY iii NO HOOK "NEWPORT'
POLYMER LID
PARTS
I" DFW Meter Lid
0 S
40.73
5 S
18X1 i "C" GRAY (OUCH KLD -NO HOOK -
-NEWPORT- POLYMER LID
PARTS
2" DEW Meter Lid
NEWPORT -0 S
71.78
S S
15X9X1-3116 "C" GRAY TR NO HOOK -
POLYMER LID
_
0
Annual MrHosr Sojhvare Hosdag Fee
MSW-S,PILALL-10K
Annual AS11 Headend Software Hosting Fte
I S
9,318,40
1 S 9,318.40 S
Ycu I
MSW-S-PI3-ALL-2UK
Annual AMI lindend Software Hosting Fee
I S
27,955.20
S 27,955.20 S
Year
MSW -S -PH -ALL -30K
Armual A.MI Htadend Software Hosting Fee
I S
37,290.00
S 37,273.60 S
Year 3
.fnnuaf Handheld Maimenance
S
S
MS -H -M -YR
Ymrly !,lain:enance Charge for Handhelds
2 S
b S
Year I
MS -H -M -YR
Yearly Maintaance Charge for Handhelds
2 S
2.000.00
1 S 4,000.00 S
Year 2
MS -H -M -YR
Yearly Maintenanec Charge for Handhelds
2 S
2,000.0
S 4,000.00 S
Year 3
- Annual Calleomr Maineen
MS -G -M -YR
%iAlub Collector Maintenance Charge
19 S
S $
Year I
MS -G -M -YR
Mi.Hub Collector Maintenance Charge
19 S
500.00
S 9,500.00 S
Year'
MS -G -M -YR
Mi.Hub CnlIeetrtr Maintenance Charge
19 S
500DO
S 9,500.00 S
Y wr 3
- Profeaiomlrse"kc Fee
MS -PROJECT -56K
Project M,.paoern
'6t,241 S
30n
S 172,701 00 S
- Muer/Endporrr! lnafafluniun
LABOR -400
5/S" Meters - Change Out Labor
16917 S
75,00
S 1268.775.00 S
Prevailing Wage Rate Priced at Residential Laborer Rate
LABOR -400
314" Maus - Change Out Labor
4 S
75.00
S 300.00 S
Prevailing Wage Rate Priced at Residential Laborer Rate
LABOR -400
I" Meters - Change Out Labor
7259 $
75.011
S 544,425.00 S
Prevailing Wage Rate Priced at Residential "be- Rate
LABOR -500
1-I2" Meters - Change Out Labor
553 S
36500
S 201,845.00 $
Prevailing Wage Ram Priced at Residential Laborer Rate
LABOR -500
2" Meters - Chauge Out Labor
1444 S
365.00
S 527,060.00 S
Prevailing Wage Rate Priced at Residential Laborer Rate
LABOR -RETRO
3" Nepture Tnt/Flo Compound Meters -
Labor Reaimor Retro
32 S
158-H l
S 9,091 92 $
LABOR -RETRO
3" Nepture HPT Compound deters - Labor
Register Rarer
11 $
158.81
S 1,746.91 $
LABOR -RETRO
4" Nepntne Tru/Flo Compound Maas -
Labor R imcr Reno
52 $
158.83
S 8,258.12 $
LABOR -RETRO
1 4" Neptune HPT Contpound Maas - Labor
Rcai t Retro
9 $
158.81
S 1,429.29 S
17-68
LABOR -RETRO
4" \'cpture I'rnctatus [l[ Ca.q—d Ma— -
Libor Ilnista Retro
15
158,81
S 158.81 S
LABOR -RETRO
6" \cptum Truf"o Compound Maas -
Labcr Regis cr Retro
13 $
I58.81
5 2,064.53 S
LABOR -RETRO
6" Neptune IIPT Compound Maas - Labor
Rclista Retro
3 S
156.81
$ 476.43 S
LABOR -RETRO
6" Neptune Proerectus [II C..pm d Meters -
labor RcRister Ram
2 $
158.81
S 317.62 S
LABOR -RETRO
8" \'cptuen Ii PT Ca rpanmd Macs - Labor
R Rana
7 S
158.81
S 1.111 67 S
LABOR -RETRO
8' Ncptuno Proetatm III Coffpound Metas -
L.b.r R isce Rera
2 5
158.81
S 317.62 $
LABOR -RETRO
314 " DFW Marr Lid Installaeian - Labor
16921 S
3.00
S 50,763 AO S
LABOR -RETRO
L" DFW Mac Lid Installation- Labor
7259 5
3.00
$ 21.777,00 $
LABOR -RETRO
2" DFW Mac Lid lnstallatiou-Labor
F972 S
3.00
S 5,91600 $
LABOR -RETRO
Mau Lid Drilling- Labor
II S
10.00
S S
0 S
S
Caued" "d Repeater 6ashrl shun
I.ABOR COLLECTOR 3
laaallatioa, Collectors - labor
14 S
150o.00
5 21,00, OL} $
Mrliub 1-taIl
LABOR REPEATER 3
Irmallation- Rcpmt r - Labor
13 S
1.500.00
S 39,500.00 S
Mi.Rcpcata lastall
LABOR COLLECTOR 4
I stalla=ion- Town Collccmr - labor
0 S
11,945.00
S S
Mi. flub XXR Insrall
0
Tisiaurg
-
MS.T.TRAT\'-DAY
I'—g and D -.—ml—
3 S
3.60001)
5 9,I810,IH1 j
R—da3 3 days- Each additional day $3000
0 S
5
-
Pmpagadaa Slady
MS -T -PROP
Pmpapti<n St ly
n s
4,500.00
S 5
n
Collector 8ackhanl Fres
MS -CELLULAR
Flack ilaul Services for Collators
19 5
500.00
S 9,500,00 S
Ymr I
MS-CELLLT.AR
Back I lout Saviors Cor Colloctars
19 5
500.00
S 9,500,00 S
Ymr 2
MS -CELLULAR
Back Haul Savim For Collectors
19 S
50-00
S 9,50LI.00 $
Ymr 3
0S
S
CIS faftradem Fac
NIS1-cis-FILEAML\tl)MS
Svstan In M-fim j
i c
24,00.00
5 S
Tyla/ MCA'IS or other prrn5de
u c
5
-
Change Orders Jar Ocher Wal r Meer
Relamd Eq&me&
S
5
-
Echaalxire DX, Acmiuc Leak Damlion
Module
I S
807,00
5
-
-
FeWhorc DX, Basic Lmk Monitoring
Sa-mc
1 5
50.04
15
-
Echoshom DX, Node lmtallauon
1 S
162,00
5
-
Ramne FJiuonnsl Meter
1 5
297,00
s
Subtotal $ 7,837,173.14
MS -BONDING Bonding (2%) S 156,743.46
TOTAL 5 7,993.916.60
17-69
EXHIBIT C
REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION
Mueller Systems, LLC Page C-1 17-70
REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170
APPENDIX A)
I. Reporting Subawards and Executive Compensation.
a. Reporting offirst-tier subawards.
Applicability. Unless you are exempt as provided in paragraph d. of this award
term, you must report each action that obligates $25,000 or more in Federal funds
that does not include Recovery funds (as defined in section 1512(a)(2) of the
American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a
subaward to an entity (see definitions in paragraph e. of this award term).
2. Where and when to report.
i. You must report each obligating action described in paragraph a.1. of this
award term to http://`�vwiv.,(srs.gov.
ii. For subaward information, report no later than the end of the month following
the month in which the obligation was made. (For example, if the obligation
was made on November 7, 2010, the obligation must be reported by no later
than December 31, 2010.)
What to report. You must report the information about each obligating action that
the submission instructions posted at http://www.fsrs.)oy specify.
b. Reporting Total Compensation of Recipient Executives.
Applicability and what to report. You must report total compensation for each of
your five most highly compensated executives for the preceding completed fiscal
year, if—
i.
f
i. the total Federal funding authorized to date under this award is $25,000 or
more;
ii. in the preceding fiscal year, you received—
(A) 80 percent or more of your annual gross revenues from Federal
procurement contracts (and subcontracts) and Federal financial
assistance subject to the 'Transparency Act, as defined at 2 CFR
170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal
procurement contracts (and subcontracts) and Federal financial
assistance subject to the Transparency Act, as defined at 2 CFR
170.320 (and subawards); and
17-71
iii. The public does not have access to information about the compensation of
the executives through periodic reports filed under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or
section 6104 of the Internal Revenue Code of 1986. (To determine if the
public has access to the compensation information, see the U.S. Security
and Exchange Commission total compensation filings
at http://www. sec. gov/answers/execomp.htm.)
2. Where and when to report. You must report executive total compensation
described in paragraph b. 1. of this award term:
i. As part of your registration profile at http://www.ccr.gov.
ii. By the end of the month following the month in which this award is made,
and annually thereafter.
c. Reporting of Total Compensation of Subrecipient Executives.
1. Applicability and what to report. Unless you are exempt as provided in paragraph
d. of this award term, for each first-tier subrecipient under this award, you shall
report the names and total compensation of each of the subrecipient's five most
highly compensated executives for the subrecipient's preceding completed fiscal
year, if—
i. in the subrecipient's preceding fiscal year, the subrecipient received—
(A) 80 percent or more of its annual gross revenues from Federal procurement
contracts (and subcontracts) and Federal financial assistance subject to the
Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal procurement
contracts (and subcontracts), and Federal financial assistance subject to the
Transparency Act (and subawards); and
ii. The public does not have access to information about the compensation of the
executives through periodic reports filed under section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104
of the Internal Revenue Code of 1986. (To determine if the public has access
to the compensation information, see the U.S. Security and Exchange
Commission total compensation filings
at http://wwvi).,sec.gov/answers/execornp.htm.)
2. Where and when to report. You must report subrecipient executive total
compensation described in paragraph c.1. of this award term:
17-72
i. To the recipient.
ii. By the end of the month following the month during which you make the
subaward. For example, if a subaward is obligated on any date during the
month of October of a given year (i.e., between October 1 and 31), you must
report any required compensation information of the subrecipient by
November 30 of that year.
d. Exemptions
If, in the previous tax year, you had gross income, from all sources, under $300,000,
you are exempt from the requirements to report:
i. Subawards, and
ii. The total compensation of the five most highly compensated executives of any
subrecipient.
e. Definitions. For purposes of this award term:
1. Entity means all of the following, as defined in 2 CFR part 25:
A Governmental organization, which is a State, local government, or Indian
tribe;
ii. A foreign public entity;
iii. A domestic or foreign nonprofit organization;
iv. A domestic or foreign for-profit organization;
v. A Federal agency, but only as a subrecipient under an award or subaward to a
non -Federal entity.
2. Executive means officers, managing partners, or any other employees in
management positions.
3. Subaward:
i. This term means a legal instrument to provide support for the performance of
any portion of the substantive project or program for which you received this
award and that you as the recipient award to an eligible subrecipient.
ii. The term does not include your procurement of property and services needed
to carry out the project or program {for further explanation, see Sec. _ .210
17-73
of the attachment to OMB Circular A-133, "Audits of States, Local
Governments, and Non -Profit Organizations").
iii. A subaward may be provided through any legal agreement, including an
agreement that you or a subrecipient considers a contract.
4. Subrecipient means an entity that:
i. Receives a subaward from you (the recipient) under this award; and
ii. Is accountable to you for the use of the Federal funds provided by the
subaward.
5. Total compensation means the cash and noncash dollar value earned by the
executive during the recipient's or subrecipient's preceding fiscal year and
includes the following (for more information see 17 CFR 229.402(c)(2)):
i. Salary and bonus.
ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar
amount recognized for financial statement reporting purposes with respect to
the fiscal year in accordance with the Statement of Financial Accounting
Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.
Earnings for services under non -equity incentive plans. This does not include
group life, health, hospitalization or medical reimbursement plans that do not
discriminate in favor of executives, and are available generally to all salaried
employees.
iv. Change in pension value. This is the change in present value of defined
benefit and actuarial pension plans.
v. Above -market earnings on deferred compensation which is not tax -qualified
vi. Other compensation, if the aggregate value of all such other compensation
(e.g. severance, termination payments, value of life insurance paid on behalf
of the employee, perquisites or property) for the executive exceeds $10,000.
17-74
EXHIBIT D
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior
to commencement of Work, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City. Contractor agrees to
provide insurance in accordance with requirements set forth here. If Contractor uses
existing coverage to comply and that coverage does not meet these requirements,
Contractor agrees to amend, supplement or endorse the existing coverage.
2. Acceptable Insurers_ All insurance policies shall be issued by an insurance company
currently authorized by the Insurance Commissioner to transact business of insurance
in the State of California, with an assigned policyholders' Rating of A- (or higher) and
Financial Size Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability Insurance
with limits of at least one million dollars ($1,000,000) each accident for bodily
injury by accident and each employee for bodily injury by disease in accordance
with the laws of the State of California, Section 3700 of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees, volunteers, and any person or entity owning or otherwise in
legal control of the property upon which Contractor performs the Project
and/or Services contemplated by this Agreement.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance and, if necessary, umbrella liability insurance, with coverage
at least as broad as provided by Insurance Services Office form CG 00 01, in
an amount not less than one million dollars ($1,000,000) per occurrence, two
million dollars ($2,000,000) general aggregate. The policy shall cover liability
arising from premises, operations, products -completed operations, personal
and advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract) with no
endorsement or modification limiting the scope of coverage for liability assumed
under a contract.
C. Automobile Liability Insurance. Contractor shall maintain automobile insurance
at least as broad as Insurance Services Office form CA 00 01 covering bodily
injury and property damage for all activities of Contractor arising out of or in
connection with Work to be performed under this Agreement, including
coverage for any owned, hired, non -owned or rented vehicles, in an amount
Mueller Systems, LLC Page D-1 17-75
not less than one million dollars ($1,000,000) combined single limit each
accident.
D. Cyber Liability. Contractor shall maintain cyber liability insurance with limits of
not less than one million dollars ($1,000,000) per occurrence and two million
dollars ($2,000,000) annual aggregate covering (1) all acts, errors, omissions,
negligence, infringement of intellectual property; (2) Network security and
privacy risks, including but not limited to unauthorized access, failure of
security, breach of privacy perils, wrongful disclosure, collection, or negligence
in the handling of confidential information, privacy perils, including coverage for
related regulatory defense and penalties; (3) Data breach expenses payable
whether incurred by City or Contractor, including but not limited to consumer
notification, whether or not required by law, computer forensic investigations,
public relations and crisis management firm fees, credit file or identity
monitoring or remediation services in the performance of services for City or on
behalf of City hereunder.
E. Professional LiabilitV (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of one
million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in
the aggregate. Any policy inception date, continuity date, or retroactive date
must be before the Effective Date of this Agreement and Consultant agrees to
maintain continuous coverage through a period no less than three years after
completion of the Services required by this Agreement.
4. Other Insurance Re uirements. The policies are to contain, or be endorsed to contain,
the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees, volunteers,
and any person or entity owning or otherwise in legal control of the property
upon which Contractor performs the Project and/or Services contemplated by
this Agreement or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their right
of recovery prior to a loss. Contractor hereby waives its own right of recovery
against City, and shall require similar written express waivers from each of its
subconsultants.
B. Additional Insured Status. All liability policies including general liability, excess
liability, pollution liability, and automobile liability, if required, shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents
shall be included as insureds under such policies.
Mueller Systems, LLC Page D-2 17-76
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar
days notice of cancellation (except for nonpayment for which ten (10) calendar
days notice is required) or nonrenewal of coverage for each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following.
A. Evidence of Insurance. Contractor shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation and other endorsements
as specified herein for each coverage. Insurance certificates and endorsement
must be approved by City's Risk Manager prior to commencement of
performance_ Current certification of insurance shall be kept on file with City at
all times during the term of this Agreement. City reserves the right to require
complete, certified copies of all required insurance policies, at any time_
B. City's Right to Revise Requirements. City reserves the right at any time during
the term of the Agreement to change the amounts and types of insurance
required by giving Contractor sixty (60) calendar days advance written notice
of such change. If such change results in substantial additional cost to
Contractor, City and Contractor may renegotiate Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure of
City to request copies of such agreements will not impose any liability on City,
or its employees.
D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees
that any actual or alleged failure on the part of City to inform Contractor of non-
compliance with any requirement imposes no additional obligations on City nor
does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by
any insurance. Specific reference to a given coverage feature is for purposes
of clarification only as it pertains to a given issue and is not intended by any
party or insured to be all inclusive, or to the exclusion of other coverage, or a
waiver of any type.
F. Self-insured Retentions. Any self-insured retentions must be declared to and
approved by City. City reserves the right to require that self-insured retentions
Mueller Systems, LLC Page D-3 17-77
be eliminated, lowered, or replaced by a deductible. Self-insurance will not be
considered to comply with these requirements unless approved by City.
G. City Remedies for Non -Compliance If Contractor or any subcontractor
fails to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Contractor's right to proceed until proper evidence
of insurance is provided. Any amounts paid by City shall, at City's sole option,
be deducted from amounts payable to Contractor or reimbursed by Contractor
upon demand.
K Timely Notice of Claims. Contractor shall give City prompt and timely notice of
claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement, and that involve or may involve coverage
under any of the required liability policies. City assumes no obligation or liability
by such notice, but has the right (but not the duty) to monitor the handling of
any such claim or claims if they are likely to involve City.
Contractor's Insurance. Contractor shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Mueller Systems, LLC Page D-4 17-78
EXHIBIT E
CITY OF NEWPORT BEACH
BOND NO.
LABOR AND MATERIALS PAYMENT BOND
WHEREAS, the City of Newport Beach, State of California, has awarded to Mueller
Systems, LLC, hereinafter designated as the "Principal," an Agreement to furnish, install,
and maintain an Automated Meter Infrastructure ("AMI") solution in the City of Newport
Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the
City of Newport Beach, which is incorporated herein by this reference.
WHEREAS, Principal has executed or is about to execute the Agreement and the
terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's
subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon,
for, or about the performance of the Work agreed to be done, or for any work or labor done
thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set
forth.
NOW, THEREFORE, We the undersigned Principal, and,
duly authorized to transact
business under the laws of the State of California, as Surety, (referred to herein as "Surety")
are held and firmly bound unto the City of Newport Beach, in the sum of Eight Million One
Hundred Fifty Thousand Dollars and 001100 ($8,150,000.00), lawful money of the United
States of America, said sum being equal to 100% of the estimated amount payable by the
City of Newport Beach under the terms of the Agreement; for which payment well and truly
to be made, we bind ourselves, our heirs, executors and administrators, successors, or
assigns, jointly and severally, firmly by these present.
THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the
Principal's subcontractors, fail to pay for any materials, provisions, or other supplies,
implements or machinery used in, upon, for, or about the performance of the Work
contracted to be done, or for any other work or labor thereon of any kind, or for amounts due
under the Unemployment Insurance Code with respect to such work or labor, or for any
amounts required to be deducted, withheld and paid over to the Employment Development
Department from the wages of employees of the Principal and subcontractors pursuant to
Section 13020 of the Unemployment Insurance Code with respect to such work and labor,
then the Surety will pay for the same, in an amount not exceeding the sum specified in this
Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable
attorneys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the
Civil Code of the State of California.
The Bond shall inure to the benefit of any and all persons, companies, and
corporations entitled to file claims under Section 9100 of the California Civil Code so as to
give a right of action to them or their assigns in any suit brought upon this Bond, as required
by and in accordance with the provisions of Sections 9500 et seq. of the Civil Code of the
State of California.
Mueller Systems, LLC Page E-1 17-79
And Surety, for value received, hereby stipulates and agrees that no change,
extension of time, alterations or additions to the terms of the Agreement or to the Work to
be performed thereunder shall in any wise affect its obligations on this Bond, and it does
hereby waive notice of any such change, extension of time, alterations or additions to the
terms of the Agreement or to the Work or to the specifications.
All warranty items in excess of one (1) year under the Agreement shall be direct pass-
thru warranties which are the sole responsibility of Mueller Systems, LLC to the City
of Newport Beach and shall not be covered under this Labor and Materials Payment
Bond.
In the event that any principal above named executed this Bond as an individual, it
is agreed that the death of any such principal shall not exonerate the Surety from its
obligations under this Bond.
IN WITNESS WHEREOF, this instrument has been duly executed by the above
named Principal and Surety, on the day of 20
Name of Contractor (Principal)
Name of Surety
Address of Surety
Telephone
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
31
Aaron C. Harp
City Attorney
Authorized Signature/Title
Authorized Agent Signature
Print Name and Title
NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE
ATTACHED
Mueller Systems, LLC Page E-2 17-80
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California
County of I ss.
On 20 before me,
Notary Public, personally appeared
who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/herltheir authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
(seal)
State of California
County of }ss.
On 20 before me,
Notary Public, personally appeared
who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument,
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (seal)
Mueller Systems, LLC Page E-3 17-81
EXHIBIT F
CITY OF NEWPORT BEACH
BOND NO.
FAITHFUL PERFORMANCE BOND
The premium charges on this Bond is $
rate of $
, being at the
thousand of the Agreement price.
WHEREAS, the City of Newport Beach, State of California, has awarded to Mueller
Systems, LLC, hereinafter designated as the "Principal," an Agreement to furnish, install,
and maintain an Automated Meter Infrastructure ("AMI") solution in the City of Newport
Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the
City of Newport Beach, which is incorporated herein by this reference.
WHEREAS, Principal has executed or is about to execute the Agreement and the
terms thereof require the furnishing of a Bond for the faithful performance of the Agreement.
NOW, THEREFORE, we, the Principal, and
, duly authorized to
transact business under the laws of the State of California as Surety (hereinafter "Surety"),
are held and firmly bound unto the City of Newport Beach, in the sum of Eight Million One
Hundred Fifty Thousand Dollars and 001100 ($8,150,000.00), lawful money of the United
States of America, said sum being equal to 100% of the estimated amount of the Agreement,
to be paid to the City of Newport Beach, its successors, and assigns; for which payment well
and truly to be made, we bind ourselves, our heirs, executors and administrators,
successors, or assigns, jointly and severally, firmly by these present.
THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the
Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well
and truly keep and perform any or all the Work, covenants, conditions, and agreements in
the Agreement Documents and any alteration thereof made as therein provided on its part,
to be kept and performed at the time and in the manner therein specified, and in all respects
according to its true intent and meaning, or fails to indemnify, defend, and save harmless
the City of Newport Beach, its officers, employees and agents, as therein stipulated, then,
Surety will faithfully perform the same, in an amount not exceeding the sum specified in this
Bond; otherwise this obligation shall become null and void.
As a part of the obligation secured hereby, and in addition to the face amount
specified in this Performance Bond, there shall be included costs and reasonable expenses
and fees, including reasonable attorneys fees, incurred by City, only in the event City is
required to bring an action in law or equity against Surety to enforce the obligations of this
Bond.
Surety, for value received, stipulates and agrees that no change, extension of time,
alterations or additions to the terms of the Agreement or to the Work to be performed
thereunder shall in any way affect its obligations on this Bond, and it does hereby waive
notice of any such change, extension of time, alterations or additions of the Agreement or
to the Work or to the specifications.
Mueller Systems, LLC Page F-1
17-82
This Faithful Performance Bond shall be extended and maintained by the Principal
in full force and effect for one (1) year following the date of formal acceptance of the Project
by City. All warranty items in excess of one (1) year under the Agreement shall be
direct pass-thru warranties which are the sole responsibility of Mueller Systems, LLC
to the City of Newport Beach and shall not be covered under this Faithful
Performance Bond.
In the event that the Principal executed this bond as an individual, it is agreed that
the death of any such Principal shall not exonerate the Surety from its obligations under this
Bond.
IN WITNESS WHEREOF, this instrument has been duly executed by the Principal
and Surety above named, on the day of , 20
Name of Contractor (Principal)
Name of Surety
Address of Surety
Telephone
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
Aaron C. Harp
City Attorney
Authorized Signature/Title
Authorized Agent Signature
Print Name and Title
NOTARY ACKNOWLEDGMENTS OF
CONTRACTOR AND SURETY MUST BE ATTACHED
Mueller Systems, LLC Page F-2
17-83
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California
County of Iss.
On
20 before me,
Notary Public, personally appeared
who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (seal)
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California
County of _ ?ss.
On 20 before me,
Notary Public, personally appeared
who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/herltheir authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (seal)
Mueller Systems, LLC Page F-3
17-84
EXHIBIT G
END USER LICENSE AGREEMENT
Mueller Systems, LLC
Page G-1
17-85
MUELLER SYSTEMS
MASTER AGREEMENT
THIS MASTER AGREEMENT (this "Agreement") is entered into this day of
between MUELLER SYSTEMS, LLC, a Delaware limited liability corporation having its
principal offices at 10210 Statesville Blvd, Cleveland, North Carolina 27013 (referred to in this Agreement
as "Mueller Systems" or "Provider"), and (referred to in this
Agreement as "Customer"). This Agreement governs the sale by Provider and the purchase by Customer
for its own use and not for resale of, as applicable, Equipment, Software, Documentation and other items
related to advanced metrology infrastructure systems. In the event of any conflict or inconsistency between
the terms and conditions of this Agreement and terms and conditions of any other agreement or document,
the terms and conditions of this Agreement shall govern and control and the conflicting or inconsistent terms
and conditions are hereby rejected. In consideration of the mutual obligations set forth in this Agreement,
Customer and Mueller Systems agree as follows:
DEFINITIONS.
a. "Content" means the information
developed or legally acquired by Customer which
may be used in connection with or accessed by
any module of the Software.
b. "Documentation" means the user
guides, reference manuals, and installation
materials provided by Provider to Customer
related to the Software and Equipment.
C. "Equipment" means the components,
devices, products, equipment and related items
provided by Provider identified in Appendix A.
d. "Services" means activities related to
deployment and installation services, repair
services, hosting services and technical
support/maintenance services as provided by
Mueller Systems and as identified in Appendix B.
C. "Software" means the object code
versions of Mueller Systems' software identified
in Appendix A, together with all subsequent
authorized updates, replacements, modifications
or enhancements.
SOFTWARE
a. Software on Equipment License. For
Equipment purchased by Customer from Mueller
Systems, Mueller Systems hereby grants
Customer a limited, non-exclusive, non-
sublicensable, non -transferable, perpetual,
irrevocable license to use and execute the
Software embedded in the Equipment for its
internal business purposes in connection with
such Equipment ("Firmware").
(10.2019)
b. Online Software Access. Subject to the
terms of this Agreement and the payment of the
fees specified in Section 6a herein, Mueller
Systems grants to Customer, for its internal
business purposes and during the term of this
agreement, a limited, non-exclusive, non-
sublicensable, non -transferable right to access and
use and make available to Customer's utility
users, as applicable, and/or employees the online,
hosted Software specified herein.
C. Restrictions. Except as specifically and
expressly permitted in writing by Mueller
Systems, Customer shall not (i) violate any
restriction set forth in this Agreement; (ii) modify,
translate, de -compile, reverse compile,
disassemble, or create or attempt to create, by
reverse engineering or otherwise, the source code
from the object code of the Software; (iii) adapt
the Software in any way for use to create a
derivative work; or (iv) include or combine the
Software in or with any other software.
d. Ownership. This Agreement does not
grant to Customer any ownership interest in the
Software or Documentation. Customer has a
license to use the Software and Documentation as
provided in this Agreement. Customer hereby
agrees and acknowledges that Mueller Systems
owns all right, title, and interest in the Software
and Documentation, and Customer will not
contest those rights or engage in any conduct
contrary to those rights. Any copy, modification,
revision, enhancement, adaptation, translation, or
derivative work of or created from the Software
and Documentation made by or at the direction of
Customer shall be owned solely and exclusively
by Mueller Systems, as shall all patent rights,
copyrights, trade secret rights, trademark rights
and all other proprietary rights, worldwide.
17-86
e. Reservation. Mueller Systems reserves
all rights not specifically granted under this
Agreement.
3. EQUIPMENT Inconsideration of the
fees set forth in Appendix D of this Agreement,
Mueller Systems will provide the Equipment
identified in Appendix A.
4. SERVICES In consideration of the
fees set forth in Appendix D of this Agreement,
Mueller Systems will provide the Services
identified in Appendix B.
5. CONFIDENTIALITY The
Software, Equipment and Documentation,
including any ideas, concepts, know-how and
technology contained therein, shall be considered
the proprietary and confidential information of
Mueller Systems and, as such, shall be subject to
the confidentiality provisions of this Agreement.
If a separate, written non -disclosure agreement
exists between Mueller Systems and Customer,
such agreement will control and will apply
according to its terms and conditions to all
confidential information the parties exchange
with each other. If no separate, written non-
disclosure agreement exists between Mueller
Systems and Customer, the terms listed in
Appendix C will apply to the confidential
information the parties exchange with each other.
6. FEES AND PAYMENT
a. Software Fees. Customer shall pay
the Software fees set forth in Appendix D of this
Agreement.
b. Equipment Fees. Customer shall pay
the Equipment fees set forth in Appendix D of this
Agreement. Title to the Equipment, except the
Software and Documentation that are subject to
licenses provided in this Agreement, passes from
Mueller Systems to Customer when Mueller
Systems ships the Equipment.
C. Service Fees. Customer shall pay
the Service fees set forth in Appendix D of this
Agreement.
d. Taxes. All prices and fees are in U.S.
dollars unless otherwise specified. All amounts
payable under this Agreement are exclusive of all
sales, use, value-added, excise, property,
withholding, and other taxes and duties. Customer
will pay all taxes and duties assessed by any
(1a.2019)
authority in connection with this Agreement and
with Customer's performance hereunder.
Customer will promptly reimburse Mueller
Systems for any and all taxes or duties that
Mueller Systems may be required to pay in
connection with this Agreement or its
performance. This provision does not apply to
taxes based on Mueller Systems' income, or any
taxes for which Customer is exempt, provided
Customer has furnished Mueller Systems with a
valid tax exemption certificate.
e. Payment. Unless provided
otherwise herein, Customer agrees to pay all
amounts specified in Appendix D or otherwise
due under this Agreement within thirty (30) days
after the date of invoice. Past due amounts will
shall bear interest from the due date until paid at
a rate of (i) one and one-half percent (1.5%) per
month or (ii) the maximum rate permitted by law,
whichever is less. All payments made under this
Agreement shall be nonrefundable, except as
specifically provided otherwise in this
Agreement.
7. TERM; TERMINATION
a. Term. The term of this Agreement is
one (1) year commencing upon the date of this
Agreement. This Agreement will automatically
renew for subsequent, successive one (1) year
periods at the then -current Mueller Systems prices
unless either party gives the other party written
notice of its intent to not renew at least thirty (30)
days prior to the expiration of the then current
term. Mueller Systems may increase support fees
at any time on thirty (30) days prior notice to
Customer. Within such thirty (30) days,
Customer may terminate the Agreement by
providing written notice to Mueller Systems.
b. Termination for Breach. If either party
breaches this Agreement, and such breach is not
cured within ten (10) days of the breach, after
receiving written notice, the non -breaching party
may terminate this Agreement, including all
licenses provided herein, effective upon written
notice to the other party. The breaching party
agrees that if it breaches this Agreement, the non -
breaching party will be entitled to injunctive or
similar equitable relief and that the breaching
party will not argue in any proceeding that its
breach will not cause irreparable harm to the non -
breaching party or that the non -breaching party
can be adequately compensated for any such harm
by any remedies other than by injunctive relief.
17-87
C. Effect of Termination. Termination
of this Agreement shall have the effect designated
in Appendix B.
d. Non -Exclusive Remedy. Termination
of this Agreement or any license granted
hereunder shall not limit the remedies otherwise
available to either party, including injunctive
relief.
e. Survival. Unless otherwise
stated herein, any provision that, by its nature or
terms, is intended to survive the expiration or
termination of this Agreement, will survive.
8. LIMITED WARRANTIES; REMEDIES
a. Software. Subject to the
exclusions herein, including those in Appendix A,
Mueller Systems warrants that commencing from
the date of shipment or provision to Customer and
continuing for the period set forth in Appendix A
(the "Warranty Period"), (i) the media on which
the Software is furnished will be free of defects in
materials and workmanship under normal use;
and (ii) the Software will perform substantially in
conformance with the applicable Documentation
provided to Customer by Mueller Systems,
Mueller Systems does not warrant that the
Software will operate in combinations with other
software, except as specified in the
Documentation, that the Software will meet the
Customer's requirements or that the operation of
the Software will be uninterrupted or error -free.
Customer assumes responsibility for taking
adequate precautions against damages which
could be caused by defects, interruptions or
malfunctions in the Software or the hardware on
which it is installed. Mueller Systems' entire
obligation and Customer's exclusive remedy with
respect to the Software warranties set forth above
shall be, at Mueller Systems' option, to either (x)
repair or replace any Software containing an error
or condition which is reported by Customer in
writing to Mueller Systems which causes the
Software not to conform with the warranty set
forth herein; or (y) refund a pro -rated amount paid
by Customer to Mueller Systems and terminate
this Agreement and all licenses provided herein.
b. Services. Mueller Systems warrants that
all services provided by it to Customer under this
Agreement shall be performed in a workmanlike
manner. Mueller Systems' entire obligation and
Customer's exclusive remedy with respect to the
(10.2019)
Service warranties set forth above shall be the re -
performance of the applicable non -conforming
Service.
C, Equipment. Subject to the exclusions
herein, including those in Appendix A, Mueller
Systems warrants to Customer that the Equipment
will comply with provided specifications for the
periods specified in Appendix A. Claims under
this Section will be considered if submitted to
Mueller Systems within sixty (60) days following
the discovery of any noncompliant Equipment
covered by this Agreement and provided Mueller
Systems or its agents are permitted a
commercially reasonable opportunity to examine
and analyze the Equipment claimed to be
noncompliant. Mueller Systems' entire obligation
and Customer's exclusive remedy with respect to
the Equipment warranties set forth herein, at
Mueller Systems' option, is repair or replacement
of any Equipment found noncompliant, subject to
the terms and conditions herein, during the
applicable warranty period after such Equipment
is properly packaged and returned prepaid to
Mueller Systems' designated service center.
d. Costs. Any and all costs associated with
uninstalling and shipping noncompliant
Equipment and Software and installing
replacement Equipment and Software will be the
responsibility of Customer.
e. Exclusions. The warranties provided by
Mueller Systems shall not apply to Equipment
and/or Software which: (i) have been altered,
except with the express written consent,
permission or instruction of Mueller Systems, (ii)
have been used in conjunction with another
product resulting in the defect, except for those
third party products specifically approved by
Mueller Systems, (iii) were other than the most
current version of the Software (but only to the
extent that any failure of the Software would have
been avoided by the use of the most current
version), (iv) have been damaged by improper
environment, abuse, misuse, accident, negligence,
act of God, excessive operating conditions, or
unauthorized attachments or modifications, (v)
have not been properly installed and operated in
accordance with the Documentation, or as
otherwise instructed by Mueller Systems, or (vi)
any other exclusion set forth in any Appendix
hereto.
f. DISCLAIMERS. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE
WARRANTIES AND REMEDIES STATED
ABOVE ARE EXCLUSIVE AND NO OTHER
WARRANTIES OR REMEDIES EXPRESS,
IMPLIED OR STATUTORY, APPLY TO TETE
DOCUMENTATION, THE SOFTWARE, THE
EQUIPMENT OR ANY SERVICES TO BE
PROVIDED BY MUELLER SYSTEMS
UNDER THIS AGREEMENT, INCLUDING
BUT NOT LIMITED TO WARRANTIES OR
CONDITIONS OF TITLE, NON -
INFRINGEMENT, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,
QUALITY OR PERFORMANCE, AND ANY
IMPLIED WARRANTY ARISING FROM
COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE, ALL OF
WHICH MUELLER SYSTEMS EXPRESSLY
DISCLAIMS.
9. INDEMNIFICATION. Mueller
Systems will indemnify and defend Customer
from any third party claim that the Software and
Equipment infringe on another person's or
company's patent, copyright or other intellectual
property right as specified in this Section. This
indemnity does not cover and specifically
excludes (a) intellectual property rights
recognized in countries and jurisdictions other
than the United States, and (b) claims relating to
infringement of intellectual property rights by a
third party's products and software. Mueller
Systems has no obligation under this Section for
any claim to the extent it results from or arises out
of Customer's modification of the Equipment or
Software or from any combination, operation or
use of the Software or Equipment with other third
party products or services. Mueller Systems' duty
to indemnify under this Section is contingent
upon Mueller Systems receiving prompt notice of
a claim and Mueller Systems' right to solely
control resolution of a claim. Customer's sole
remedy for an indemnified claim under this
Section is as follows: Mueller Systems will, at its
expense and in its discretion either (a) resolve the
claim in a way that permits Customer's continued
ownership and use of the affected Software and
Equipment, (b) provide a comparable, non -
infringing replacement at no cost to Customer, or
(c) accept return of the Software and Equipment,
provide a reasonable depreciated refund and
terminate this Agreement and all licenses herein.
This Section is the exclusive statement of Mueller
Systems' liability and responsibility for
indemnifying Customer for infringement of
intellectual property rights
(10.20 E4)
10. LIMITATION OF LIABILITY.
a. MUELLER SYSTEMS' MAXIMUM
LIABILITY HEREUNDER IS EXPRESSLY
LIMITED TO THE TOTAL AMOUNT PAID
FOR THE SOFTWARE, SERVICES, AND
EQUIPMENT IN THE IMMEDIATELY
PRECEDING TWELVE (12) MONTHS AND
WILL UNDER NO CIRCUMSTANCE
EXCEED THE AMOUNT PAID BY
CUSTOMER IN THE IMMEDIATELY
PRECEDING TWELVE (12) MONTHS FOR
THE SOFTWARE, SERVICES AND
EQUIPMENT PROVIDED BY MUELLER
SYSTEMS UNDER THIS AGREEMENT. Some
states do not allow the limitation and/or exclusion
of liability for incidental or consequential
damages, so the above limitation may not apply.
b. The provisions of this Agreement
allocate the risks between Customer and Mueller
Systems, Mueller Systems' pricing reflects this
allocation of risk and the limitations of liability
specified herein.
11. NOTICE. All notices required to
be given hereunder shall be in writing. Notice
shall be considered delivered and effective upon
receipt when sent by registered or certified mail,
return receipt requested, addressed to the parties
as set forth above. Either party, upon written
notice, may change any name or address to which
future notice shall be sent.
12. GENERAL. The Software will not
be exported or re-exported in violation of any
export provisions of the United States or any
other applicable jurisdiction. The rights and
obligations of this Agreement are personal rights
granted to the Customer only. The Customer
may not transfer or assign any of the rights or
obligations granted under this Agreement to any
other person or legal entity. Any such purported
transfer or assignment shall be null and void.
Mueller Systems will be free of liability to the
Customer where Mueller Systems is prevented
from executing its obligations under this
Agreement in whole or in part due to force
majeure, such as earthquake, typhoon, flood, fire,
and war or any other unforeseen and
uncontrollable. Any modification or amendment
to any of the provisions of this Agreement will
be in writing and signed by an authorized officer
of each party. This Agreement does not create or
imply any relationship in agency or partnership
between the parties. Headings are inserted for the
17-89
convenience of the parties only and are not to be
considered when interpreting this Agreement.
The validity of this Agreement and the rights,
obligations, and relationship of the parties
resulting from same will be interpreted and
determined in accordance with the law of the
State of California, and applicable federal law,
without regard to its choice of law provisions.
The parties specifically exclude from application
to the Agreement the United Nations Convention
on Contracts for the International Sale of Goods
and the Uniform Computer Information
Transactions Act. If any provision of this
Agreement is contrary to and in violation of any
applicable law, such provision will be considered
null and void to the extent that it is contrary to
such law, but all other provisions will remain in
effect. The waiver or failure of either party to
exercise any right herein shall not be deemed a
waiver of any further right hereunder. This
Agreement constitutes the entire agreement
between the parties with respect to the subject
matter hereof and supersedes all other prior and
contemporary agreements, understandings, and
commitments between the parties regarding the
subject matter of this Agreement.
[Signatures Appear on the Following Page]
(10.2019)
17-90
EACH PARTY ACKNOWLEDGES THAT IT
HAS READ THIS AGREEMENT,
UNDERSTANDS IT, AND AGREES TO BE
BOUND BY ITS TERMS AND CONDITIONS.
Mueller Systems Customer
B
By: y:
Name (Print or Type)
Name (Print or Type)
Title
Title
M
(10.2019)
17-91
Appendix A
Mueller Systems — Product Warranty Statement
1. Limited Warranty. Mueller Systems, LLC ("Mueller") warrants that, for the duration of
the Warranty Period (defined below): (a) each product purchased from Mueller ("Product") will be free from defects in
materials and workmanship under normal use, installation and service conditions; (b) the media on which any Software
is furnished will be free of defects in materials and workmanship under normal use; and (c) any such Software will
substantially conform to the applicable published Mueller functional specifications for such Software. Products will have
a warranty period of the greater of (i) one (1) year from date of shipment or (ii) the applicable warranty period for a
specific Product stated below in Section 6 ("Warranty Period").
2. Exclusive Remedy. Mueller will, at its option, either repair or replace with an equivalent
substitute a Product that is in breach of the foregoing warranty during the Warranty Period if Purchaser reports the breach
to Mueller within sixty (60) days after Purchaser discovers the breach. At Mueller's request, Purchaser will ship the
allegedly defective Product to a repair facility designated by Mueller at Purchaser's expense and risk. If Mueller, in its
sole discretion, determines that the Product breached the applicable warranty, Mueller will ship the repaired or replaced
Product to Purchaser at Mueller's expense and risk. If Mueller determines that it is unable to repair or replace such
Product, it will, at Mueller's sole discretion provide a cash or credit refund to Purchaser. If Mueller repairs or replaces
any such defective Product, the Warranty Period for the repaired or replaced Product will continue for the longer of (y)
thirty (30) days, or (z) the remainder of the original Warranty Period. Mueller's warranty is subject to exclusions, as set
forth in Section 3. This Section 2 sets forth Mueller's entire liability, and the Purchaser's exclusive remedy, for any
alleged breach of warranty for any Products.
3. Exclusions. Mueller has no obligation under this Product Warranty Statement if (a) a Product
has been subject to misuse, neglect or accident or has been damaged through abuse, alternation, installation or application
inconsistent with A W WA guidelines or Mueller specifications, including but not limited to Mueller propagation studies,
failure to follow Mueller's operation or maintenance instructions or negligence in transportation, handling, or storage, or
repaired by anyone other than Mueller or its authorized personnel, (b) with respect to software, there has been a change
to the software's operating environment not made or authorized by Mueller or if Purchaser fails to install any correction
or enhancement provided by Mueller, or if a virus is introduced through no fault of Mueller, or (c) if any Product fails to
satisfy the applicable warranty as a result of any force majeure event. Mueller's Product Return process can be found at
www.mueltersystemsretums.com .
4. Important Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MUELLER
DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT AND
WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT
ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO
THE EXPRESS WARRANTY PERIOD.
5. Limitation on Liability. Mueller has no liability with respect to damage or destruction of
property or the personal injury or death of persons resulting from defects in Products or from improper installation, use,
maintenance or operation of any Products. In all cases, Mueller's liability shall not exceed the total amount paid by
Purchaser to Mueller under this Order.
6. Product Warranties. The following provisions in this Section 6 modify the limited warranty
in Section 1 with respect to the specific Products identified below:
(10.2019)
17-92
Automated Meter Reading (AMR) 1 Advanced Metering Infrastructure (AMI) Products
Product
Description
Warranty Period
AMR 1 AMI Software
These items of Software will
One (1) year from date of shipment to Purchaser.
perform in accordance with
Mueller's published specifications
for the duration of the Warranty
Period.
AMR / AMI Hardware —
During the Warranty Period, these
One (1) year from date ofshipment to Purchaser.
unless otherwise expressly specified
Products will be free from defects
herein
in materials and workmanship.
AMR / AMI Radio Modules —
During the Warranty Period, these
Ten (10) years from date of shipment to Purchaser.
AMI water module endpoints and
Products will be free from defects
in materials and workmanship.
Additionally, the unit is covered by a prorated warranty for years
AMR water module endpoints
eleven (Il) through fifteen (15) at a fifty -percent (50%)
discount, and years sixteen (16) through twenty (20) at a twenty-
five -percent (25%) discount from the date of shipment to
Purchaser. All discounts will be calculated on the then current
published price of the original product. All prorated warranty
discounts are to be used towards the purchase of replacement
units.
Encoder Register Products, Wall Pads
During the Warranty Period, these
Ten (10) years from date of shipment to Purchaser.
and Pit Pads.
Products will be free from defects
Additionally, the unit is covered by a prorated warranty for years
in materials and workmanship.
eleven (ll) through fifteen (15) at a fifty -percent (50%)
discount, and years sixteen (16) through twenty (20) at atwenty-
€ive-percent (25%) discount from the date of shipment to
Purchaser. All discounts will be calculated on the then current
published price of the original product. All prorated warranty
discounts are to be used towards the purchase of replacement
units.
Water Metering Products
Product
Description
Warranty Period
All Meter Products not otherwise
During the Warranty Period, these
One (t) year from date of shipment to Purchaser.
specified herein
Products will be free from defects
in materials and workmanship.
Remote Disconnect Meters (RDM)
During the Warranty Period, these
Five (5) year warranty or two -thousand (2,000) actuations of the
valve and solenoid assembly
Products will be free from defects
valve, whichever comes first, from the date of shipment to
in materials and workmanship.
Purchaser.
Bronze Maincases
During the Warranty Period, these
Twenty -Five (25) years from date of shipment to Purchaser.
Products will be free from defects in
materials and workmanshi .
Composite Maincases
During the Warranty Period, these
Fifteen (15) years from date of shipment to Purchaser.
Products will be free from defects in
materials and workmanship.
Standard registers for the above listed During the Warranty Period, these Ten (10) years from date of shipment to Purchaser.
mechanical meters Products will be free from defects in
materials and workmanship.
(10.2019)
17-93
(10.2019)
'American Water Works Association ("AWWA")
17-94
518" — Five (5) years from the date of shipment to Purchaser or
the registration of 500,000 U.S. gallons, whichever comes first;
314" — Five (5) years from the date of shipment to Purchaser or
the registration of 750,000 U.S. gallons, whichever comes first;
1" — Five (5) years from the date of shipment to Purchaser or the
AWWA' New Meter Accuracy
registration of 1,000,000 U.S. gallons, whichever comes first;
1-1/2" — Two (2) years from the date of shipment to Purchaser or
the registration of 1,600,000 U.S. gallons, whichever comes first;
2" — Two (2) years from the date of shipment to Purchaser or the
registration of 2,700,000 U.S. gallons, whichever comes first.
Models 400 and 500 Series Meters
518" — Fifteen (15) years from the date of shipment to Purchaser
or the registration of 1,500,000 U.S. gallons, whichever comes
first;
314" — Fifteen (15) years from the date of shipment to Purchaser
or the registration of 2,250,000 U.S. gallons, whichever comes
first;
AWWA Repaired Meter Accuracy
1" — Fifteen (15) years from the date of shipment to Purchaser or
(AWWA M6 Manual)
the registration of 3,000,000 U.S. gallons, whichever comes first;
1-112" — Ten (10) years from the date of shipment to Purchaser or
the registration of 5,000,000 U.S. gallons, whichever comes first;
2" — Ten (10) years from the date of shipment to Purchaser or the
registration of 8,000,000 U.S. gallons, whichever comes first.
Model 11bMAG electromagnetic cold-
During the Warranty Period, these
Two (2) years from date of shipment to Purchaser.
water meters
Products will be free from defects
in materials and workmanship.
Solid State Meters
During the Warranty Period (ten (10) years from date of shipment to Purchaser) these Products will
meet or exceed accuracy of +/- 1.5% between the specified minimum flow rate to the specified
maximum. Additionally, the unit is covered by a prorated warranty for years eleven (11) through fifteen
(15) at a fifty -percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty -five -
percent (251/16) discount from the date of shipment to Purchaser. All discounts will be calculated on the
then current published price of the original product. All prorated warranty discounts are to be used
towards the purchase of replacement units for the following sizes:
518" Meter 0.1 gpm to 20 gpm
5/8" x'/4", 3/4" Short, and 3/a" Long Meter 0.1 to 30 gpm
1" Meter 0.4 to 55 gpm
1 '/z" Meter 0.25 to 100 gpm
2" Meter 1.5 to 160 gpm
(10.2019)
'American Water Works Association ("AWWA")
17-94
Appendix B
Services
1. Software Services and Support Obligations
a. "Update" to the Software means a subsequent release of the Software that Provider makes
generally available to its current customers for the Software. Updates include changes and corrections to the
Software as are required to keep the Software in substantial conformance with the applicable Documentation
and that are created by Provider as corrections for defects in the Software. Updates shall not include any
release, option or future product that Provider licenses separately. Provider shall in its sole discretion
determine the nature, content, timing and release of any Updates.
h. Web -based support, consisting of information on the most current release of the Software
through Provider's web site.
C. Phone support in the form of advice and counsel via telephone regarding Customer's use
of the most current release of the Software, as well as Customer's connectivity and ability to access Content.
Phone Support is provided from 8:00 AM to 7:00 PM Eastern Time, Monday through Thursday and 8:00
AM to 5:00 PM Eastern Time on Fridays. All hours and days exclude recognized U.S. holidays observed by
Mueller Systems.
2. Software Hosting Services
a. Except as specifically permitted in this Agreement, Customer shall have web -based access
the Software hosted by Provider pursuant to this Agreement.
b. Provider shall provide Customer with access and related hosting services to the Software
installed on Provider's servers. Provider will also install the Content provided by Customer. Provider will
define the appropriate performance specifications and will host the server at a Provider's location. Provider
will monitor and perform routine maintenance on the server, and if the server is not operating properly, will
make a good faith effort to operate Customer's system on a backup server, if available. Access to Customer's
server is restricted to authorized Provider information technology and support personnel only. Differential
and full server backups are performed when reasonably practicable_
c_ Customer shall be responsible for installing, operating and maintaining the equipment,
software, and/or facilities at Customer location recommended by Provider for effective access to and use of
the Software installed on Mueller Systems server. Customer shall be responsible for providing and
maintaining its own Internet access and all necessary telecommunications equipment at Customer's location
necessary for accessing the Software.
d. Upon termination, for any reason, of the Agreement or any license(s) granted herein,
Provider shall immediately cease providing access to the Software and Hosting Services. Customer shall
(i) immediately stop access and use of all such Provider confidential information (including Software), (ii)
shall return all copies of the Software, Documentation, and any Provider confidential information to
Provider; and (iii) delete all Software, Documentation, and other confidential information off of any and all
storage media possessed or controlled by Customer. Customer shall provide Provider with written
certification signed by an officer of Customer that Customer has complied with the provisions of this
Section. Customer shall immediately pay all amounts due to Provider.
(10.2019)
17-95
Appendix C
Confidential information
For purposes of this Attachment, "party" or "parties" shall mean Provider and Customer, including their
respective subsidiaries and affiliates who are providing information under this Agreement. The parties
agree to maintain confidential information as follows:
1. Definition of Confidential Information. The parties understand and agree that confidential
information is any and all current and future Equipment, Documentation and/or Software information,
roadmap, technical or financial information, customer names, addresses and related data, contracts,
practices, procedures and other business information, including software reports, strategies, plans,
documents, drawings, machines, tools, models, patent disclosures, samples, materials and requests for
proposals that may be disclosed between the parties, whether written, oral, electronic or otherwise, however
and wherever acquired ("Confidential Information"). Confidential Information excludes any information
which would otherwise fall in the definitions above, but which was (a) known to the recipient of the
information ("Recipient") before receipt from the disclosing party; (b) publicly available through no fault
of Recipient; (c) rightly received by Recipient from a third party without a duty of confidentiality; (d)
disclosed by disclosing party to a third party without a duty of confidentiality on the third party; (e)
independently developed by Recipient without breach of this or any other confidentiality agreement; or (f)
disclosed by Recipient after prior written approval from the disclosing party.
2. Obligations of Confidentiality and Remedies. Recipient agrees, to the extent allowed by law,
including but not limited to the California Public Records Act, to protect the disclosing party's Confidential
Information with the same degree of care, but no less than a reasonable degree of care, as Recipient uses
with respect to its own Confidential Information. Neither party has any obligation to exchange
Confidential Information. Both parties acknowledge and agree that the disclosure of the other parry's
Confidential Information could cause irreparable harm. Therefore, an injured party is entitled to applicable
equitable relief, including injunctions, in addition to other remedies, for such wrongful disclosure of
Confidential Information. In addition, disclosure of Confidential Information required by a government
body or court of law is not a violation of this Section if the Recipient gives prompt notice of the required
disclosure to the disclosing party.
3. Term of Confidentiality Obligations. Recipient's duty to protect Confidential Information expires
three (3) years from the date of disclosure of the particular Confidential Information.
4, No Warranties on Confidential Information. Neither party warrants or guarantees the accuracy of
any Confidential Information transferred between the parties.
(10.2019)
17-96
Appendix D
,Imua mfffOStSa}hrareHVSdmgFee �&Wdhy I Unit Price
NISW-S-PH_ALL-30K AsmualsNIIHeadendSoftware 'iostin_g
Fee 1 S 37.100.00 S 3'_? 73.50
IAMS-H-'-%f-IR Yearly' _Maintenance Charge for Handhelds
'- 5 'A00.00 -J S - x,000.00
-iiSZ-\d-'1R I -MtHub Collector \-Maintenance Charge I 191 5 •40.00 I S 9 `00.00
* Years 1-3 Fees are as stated in Exhibit B. Years 4-5 are as
provided in this Appendix D.
17-97
EXHIBIT H
PREVAILING WAGE CODES
Mueller Systems, LLC
Page H-1
17-98
Exhibit H
California Labor Code
Section 1771 Except for public works projects of one thousand dollars ($1,000) or less,
not less than the general prevailing rate of per diem wages for work of a similar
character in the locality in which the public work is performed, and not less than the
general prevailing rate of per diem wages for holiday and overtime work fixed as
provided in this chapter, shall be paid to all workers employed on public works.
This section is applicable only to work performed under contract and is not applicable to
work carried out by a public agency with its own forces. This section is applicable to
contracts let for maintenance work.
Section 1775 (a) (1) The contractor and any subcontractor under the contractor shall,
as a penalty to the state or political subdivision on whose behalf the contract is made or
awarded, forfeit not more than two hundred dollars ($200) for each calendar day, or
portion thereof, for each worker paid less than the prevailing wage rates as determined
by the director for the work or craft in which the worker is employed for any public work
done under the contract by the contractor or, except as provided in subdivision (b), by
any subcontractor under the contractor.
(2) (A) The amount of the penalty shall be determined by the Labor Commissioner
based on consideration of both of the following:
(i) Whether the failure of the contractor or subcontractor to pay the correct rate of per
diem wages was a good faith mistake and, if so, the error was promptly and voluntarily
corrected when brought to the attention of the contractor or subcontractor.
(ii) Whether the contractor or subcontractor has a prior record of failing to meet its
prevailing wage obligations.
(B) (i) The penalty may not be less than forty dollars ($40) for each calendar day, or
portion thereof, for each worker paid less than the prevailing wage rate, unless the
failure of the contractor or subcontractor to pay the correct rate of per diem wages was
a good faith mistake and, if so, the error was promptly and voluntarily corrected when
brought to the attention of the contractor or subcontractor.
(ii) The penalty may not be less than eighty dollars ($80) for each calendar day, or
portion thereof, for each worker paid less than the prevailing wage rate, if the contractor
or subcontractor has been assessed penalties within the previous three years for failing
to meet its prevailing wage obligations on a separate contract, unless those penalties
were subsequently withdrawn or overturned.
(iii) The penalty may not be less than one hundred twenty dollars ($120) for each
calendar day, or portion thereof, for each worker paid less than the prevailing wage rate,
if the Labor Commissioner determines that the violation was willful, as defined in
subdivision (c) of Section 1777.1.
(C) If the amount due under this section is collected from the contractor or
subcontractor, any outstanding wage claim under Chapter 1 (commencing with Section
17-99
1720) of Part 7 of Division 2 against that contractor or subcontractor shall be satisfied
before applying that amount to the penalty imposed on that contractor or subcontractor
pursuant to this section.
(D) The determination of the Labor Commissioner as to the amount of the penalty shall
be reviewable only for abuse of discretion.
(E) The difference between the prevailing wage rates and the amount paid to each
worker for each calendar day or portion thereof for which each worker was paid less
than the prevailing wage rate shall be paid to each worker by the contractor or
subcontractor, and the body awarding the contract shall cause to be inserted in the
contract a stipulation that this section will be complied with.
(b) If a worker employed by a subcontractor on a public works project is not paid the
general prevailing rate of per diem wages by the subcontractor, the prime contractor of
the project is not liable for any penalties under subdivision (a) unless the prime
contractor had knowledge of that failure of the subcontractor to pay the specified
prevailing rate of wages to those workers or unless the prime contractor fails to comply
with all of the following requirements:
(1) The contract executed between the contractor and the subcontractor for the
performance of work on the public works project shall include a copy of the provisions of
this section and Sections 1771, 1776, 1777.5, 1813, and 1815.
(2) The contractor shall monitor the payment of the specified general prevailing rate of
per diem wages by the subcontractor to the employees, by periodic review of the
certified payroll records of the subcontractor.
(3) Upon becoming aware of the failure of the subcontractor to pay his or her workers
the specified prevailing rate of wages, the contractor shall diligently take corrective
action to halt or rectify the failure, including, but not limited to, retaining sufficient funds
due the subcontractor for work performed on the public works project.
(4) Prior to making final payment to the subcontractor for work performed on the public
works project, the contractor shall obtain an affidavit signed under penalty of perjury
from the subcontractor that the subcontractor has paid the specified general prevailing
rate of per diem wages to his or her employees on the public works project and any
amounts due pursuant to Section 1813.
(c) The Division of Labor Standards Enforcement shall notify the contractor on a public
works project within 15 days of the receipt by the Division of Labor Standards
Enforcement of a complaint of the failure of a subcontractor on that public works project
to pay workers the general prevailing rate of per diem wages.
Section 1776 (a) Each contractor and subcontractor shall keep accurate payroll
records, showing the name, address, social security number, work classification,
straight time and overtime hours worked each day and week, and the actual per diem
wages paid to each journeyman, apprentice, worker, or other employee employed by
him or her in connection with the public work. Each payroll record shall contain or be
17-100
verified by a written declaration that it is made under penalty of perjury, stating both of
the following:
(1) The information contained in the payroll record is true and correct.
(2) The employer has complied with the requirements of Sections 1771, 1811, and 1815
for any work performed by his or her employees on the public works project.
(b) The payroll records enumerated under subdivision (a) shall be certified and shall be
available for inspection at all reasonable hours at the principal office of the contractor on
the following basis:
(1) A certified copy of an employee's payroll record shall be made available for
inspection or furnished to the employee or his or her authorized representative on
request.
(2) A certified copy of all payroll records enumerated in subdivision (a) shall be made
available for inspection or furnished upon request to a representative of the body
awarding the contract and the Division of Labor Standards Enforcement of the
Department of Industrial Relations.
(3) A certified copy of all payroll records enumerated in subdivision (a) shall be made
available upon request by the public for inspection or for copies thereof. However, a
request by the public shall be made through either the body awarding the contract or the
Division of Labor Standards Enforcement. If the requested payroll records have not
been provided pursuant to paragraph (2), the requesting party shall, prior to being
provided the records, reimburse the costs of preparation by the contractor,
subcontractors, and the entity through which the request was made. The public may not
be given access to the records at the principal office of the contractor.
(c) Unless required to be furnished directly to the Labor Commissioner in accordance
with paragraph (3) of subdivision (a) of Section 1771.4, the certified payroll records shall
be on forms provided by the Division of Labor Standards Enforcement or shall contain
the same information as the forms provided by the division. The payroll records may
consist of printouts of payroll data that are maintained as computer records, if the
printouts contain the same information as the forms provided by the division and the
printouts are verified in the manner specified in subdivision (a).
(d) A contractor or subcontractor shall file a certified copy of the records enumerated in
subdivision (a) with the entity that requested the records within 10 days after receipt of a
written request.
(e) Except as provided in subdivision (f), any copy of records made available for
inspection as copies and furnished upon request to the public or any public agency by
the awarding body or the Division of Labor Standards Enforcement shall be marked or
obliterated to prevent disclosure of an individual's name, address, and social security
number. The name and address of the contractor awarded the contract or the
subcontractor performing the contract shall not be marked or obliterated. Any copy of
records made available for inspection by, or furnished to, a multiemployer Taft -Hartley
trust fund (29 U.S.C. Sec. 186(c)(5)) that requests the records for the purposes of
allocating contributions to participants shall be marked or obliterated only to prevent
disclosure of an individual's full social security number, but shall provide the last four
17-101
digits of the social security number. Any copy of records made available for inspection
by, or furnished to, a joint labor-management committee established pursuant to the
federal Labor Management Cooperation Act of 1978 (29 U.S.C. Sec. 175x) shall be
marked or obliterated only to prevent disclosure of an individual's social security
number.
(f) (1) Notwithstanding any other provision of law, agencies that are included in the Joint
Enforcement Strike Force on the Underground Economy established pursuant to
Section 329 of the Unemployment Insurance Code and other law enforcement agencies
investigating violations of law shall, upon request, be provided nonredacted copies of
certified payroll records. Any copies of records or certified payroll made available for
inspection and furnished upon request to the public by an agency included in the Joint
Enforcement Strike Force on the Underground Economy or to a law enforcement
agency investigating a violation of law shall be marked or redacted to prevent disclosure
of an individual's name, address, and social security number.
(2) An employer shall not be liable for damages in a civil action for any reasonable act
or omission taken in good faith in compliance with this subdivision.
(g) The contractor shall inform the body awarding the contract of the location of the
records enumerated under subdivision (a), including the street address, city, and
county, and shall, within five working days, provide a notice of a change of location and
address.
(h) The contractor or subcontractor has 10 days in which to comply subsequent to
receipt of a written notice requesting the records enumerated in subdivision (a). In the
event that the contractor or subcontractor fails to comply within the 10 -day period, he or
she shall, as a penalty to the state or political subdivision on whose behalf the contract
is made or awarded, forfeit one hundred dollars ($100) for each calendar day, or portion
thereof, for each worker, until strict compliance is effectuated. Upon the request of the
Division of Labor Standards Enforcement, these penalties shall be withheld from
progress payments then due. A contractor is not subject to a penalty assessment
pursuant to this section due to the failure of a subcontractor to comply with this section.
(i) The body awarding the contract shall cause to be inserted in the contract stipulations
to effectuate this section.
0) The director shall adopt rules consistent with the California Public Records Act
(Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government
Code) and the Information Practices Act of 1977 (Title 1.8 (commencing with Section
1798) of Part 4 of Division 3 of the Civil Code) governing the release of these records,
including the establishment of reasonable fees to be charged for reproducing copies of
records required by this section.
Section 1777.5 (a) (1) This chapter does not prevent the employment upon public
works of properly registered apprentices who are active participants in an approved
apprenticeship program.
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(2) For purposes of this chapter, "apprenticeship program" means a program under the
jurisdiction of the California Apprenticeship Council established pursuant to Section
3070.
(b) (1) Every apprentice employed upon public works shall be paid the prevailing rate of
per diem wages for apprentices in the trade to which he or she is registered and shall
be employed only at the work of the craft or trade to which he or she is registered.
(2) Unless otherwise provided by a collective bargaining agreement, when a contractor
requests the dispatch of an apprentice pursuant to this section to perform work on a
public works project and requires the apprentice to fill out an application or undergo
testing, training, an examination, or other preemployment process as a condition of
employment, the apprentice shall be paid for the time spent on the required
preemployment activity, including travel time to and from the required activity, if any, at
the prevailing rate of per diem wages for apprentices in the trade to which he or she is
registered. Unless otherwise provided by a collective bargaining agreement, a
contractor is not required to compensate an apprentice for the time spent on
preemployment activities if the apprentice is required to take a preemployment drug or
alcohol test and he or she fails to pass that test.
(c) Only apprentices, as defined in Section 3077, who are in training under
apprenticeship standards that have been approved by the Chief of the Division of
Apprenticeship Standards and who are parties to written apprentice agreements under
Chapter 4 (commencing with Section 3070) of Division 3 are eligible to be employed at
the apprentice wage rate on public works. The employment and training of each
apprentice shall be in accordance with either of the following:
(1) The apprenticeship standards and apprentice agreements under which he or she is
training.
(2) The rules and regulations of the California Apprenticeship Council.
(d) If the contractor to whom the contract is awarded by the state or any political
subdivision, in performing any of the work under the contract, employs workers in any
apprenticeable craft or trade, the contractor shall employ apprentices in at least the ratio
set forth in this section and may apply to any apprenticeship program in the craft or
trade that can provide apprentices to the site of the public work for a certificate
approving the contractor under the apprenticeship standards for the employment and
training of apprentices in the area or industry affected. However, the decision of the
apprenticeship program to approve or deny a certificate shall be subject to review by the
Administrator of Apprenticeship. The apprenticeship program or programs, upon
approving the contractor, shall arrange for the dispatch of apprentices to the contractor.
A contractor covered by an apprenticeship program's standards shall not be required to
submit any additional application in order to include additional public works contracts
under that program. "Apprenticeable craft or trade," as used in this section, means a
craft or trade determined as an apprenticeable occupation in accordance with rules and
regulations prescribed by the California Apprenticeship Council. As used in this section,
"contractor" includes any subcontractor under a contractor who performs any public
works not excluded by subdivision (o).
17-103
(e) Before commencing work on a contract for public works, every contractor shall
submit contract award information to an applicable apprenticeship program that can
supply apprentices to the site of the public work. The information submitted shall include
an estimate of journeyman hours to be performed under the contract, the number of
apprentices proposed to be employed, and the approximate dates the apprentices
would be employed. A copy of this information shall also be submitted to the awarding
body, if requested by the awarding body. Within 60 days after concluding work on the
contract, each contractor and subcontractor shall submit to the awarding body, if
requested, and to the apprenticeship program a verified statement of the journeyman
and apprentice hours performed on the contract. The information under this subdivision
shall be public. The apprenticeship programs shall retain this information for 12 months.
(f) The apprenticeship program supplying apprentices to the area of the site of the
public work shall ensure equal employment and affirmative action in apprenticeship for
women and minorities.
(g) The ratio of work performed by apprentices to journeymen employed in a particular
craft or trade on the public work may be no higher than the ratio stipulated in the
apprenticeship standards under which the apprenticeship program operates if the
contractor agrees to be bound by those standards. However, except as otherwise
provided in this section, in no case shall the ratio be less than one hour of apprentice
work for every five hours of journeyman work.
(h) This ratio of apprentice work to journeyman work shall apply during any day or
portion of a day when any journeyman is employed at the jobsite and shall be computed
on the basis of the hours worked during the day by journeymen so employed. Any work
performed by a journeyman in excess of eight hours per day or 40 hours per week shall
not be used to calculate the ratio. The contractor shall employ apprentices for the
number of hours computed as above before the end of the contract or, in the case of a
subcontractor, before the end of the subcontract. However, the contractor shall
endeavor, to the greatest extent possible, to employ apprentices during the same time
period that the journeymen in the same craft or trade are employed at the jobsite. When
an hourly apprenticeship ratio is not feasible for a particular craft or trade, the
Administrator of Apprenticeship, upon application of an apprenticeship program, may
order a minimum ratio of not less than one apprentice for each five journeymen in a
craft or trade classification.
(i) A contractor covered by this section who has agreed to be covered by an
apprenticeship program's standards upon the issuance of the approval certificate, or
who has been previously approved for an apprenticeship program in the craft or trade,
shall employ the number of apprentices or the ratio of apprentices to journeymen
stipulated in the applicable apprenticeship standards, but in no event less than the 1 -to -
5 ratio required by subdivision (g).
(j) Upon proper showing by a contractor that he or she employs apprentices in a
particular craft or trade in the state on all of his or her contracts on an annual average of
not less than one hour of apprentice work for every five hours of labor performed by
journeymen, the Administrator of Apprenticeship may grant a certificate exempting the
contractor from the 1 -to -5 hourly ratio, as set forth in this section for that craft or trade.
17-104
(k) An apprenticeship program has the discretion to grant to a participating contractor or
contractor association a certificate, which shall be subject to the approval of the
Administrator of Apprenticeship, exempting the contractor from the 1 -to -5 ratio set forth
in this section when it finds that any one of the following conditions is met:
(1) Unemployment for the previous three-month period in the area exceeds an average
of 15 percent.
(2) The number of apprentices in training in the area exceeds a ratio of 1 to 5.
(3) There is a showing that the apprenticeable craft or trade is replacing at least one -
thirtieth of its journeymen annually through apprenticeship training, either on a statewide
basis or on a local basis.
(4) Assignment of an apprentice to any work performed under a public works contract
would create a condition that would jeopardize his or her life or the life, safety, or
property of fellow employees or the public at large, or the specific task to which the
apprentice is to be assigned is of a nature that training cannot be provided by a
journeyman.
(1) If an exemption is granted pursuant to subdivision (k) to an organization that
represents contractors in a specific trade from the 1 -to -5 ratio on a local or statewide
basis, the member contractors shall not be required to submit individual applications for
approval to local joint apprenticeship committees, if they are already covered by the
local apprenticeship standards.
(m) (1) A contractor to whom a contract is awarded, who, in performing any of the work
under the contract, employs journeymen or apprentices in any apprenticeable craft or
trade shall contribute to the California Apprenticeship Council the same amount that the
director determines is the prevailing amount of apprenticeship training contributions in
the area of the public works site. A contractor may take as a credit for payments to the
council any amounts paid by the contractor to an approved apprenticeship program that
can supply apprentices to the site of the public works project. The contractor may add
the amount of the contributions in computing his or her bid for the contract.
(2) (A) At the conclusion of the 2002-03 fiscal year and each fiscal year thereafter, the
California Apprenticeship Council shall distribute training contributions received by the
council under this subdivision, less the expenses of the Department of Industrial
Relations for administering this subdivision, by making grants to approved
apprenticeship programs for the purpose of training apprentices. The grant funds shall
be distributed as follows:
(i) If there is an approved multiemployer apprenticeship program serving the same craft
or trade and geographic area for which the training contributions were made to the
council, a grant to that program shall be made.
(ii) If there are two or more approved multiemployer apprenticeship programs serving
the same craft or trade and county for which the training contributions were made to the
council, the grant shall be divided among those programs based on the number of
apprentices from that county registered in each program.
17-105
(iii) All training contributions not distributed under clauses (i) and (ii) shall be used to
defray the future expenses of the Department of Industrial Relations for the
administration and enforcement of apprenticeship and preapprenticeship standards and
requirements under this code.
(B) An apprenticeship program shall only be eligible to receive grant funds pursuant to
this subdivision if the apprenticeship program agrees, prior to the receipt of any grant
funds, to keep adequate records that document the expenditure of grant funds and to
make all records available to the Department of Industrial Relations so that the
Department of Industrial Relations is able to verify that grant funds were used solely for
training apprentices. For purposes of this subparagraph, adequate records include, but
are not limited to, invoices, receipts, and canceled checks that account for the
expenditure of grant funds. This subparagraph shall not be deemed to require an
apprenticeship program to provide the Department of Industrial Relations with more
documentation than is necessary to verify the appropriate expenditure of grant funds
made pursuant to this subdivision.
(C) The Department of Industrial Relations shall verify that grants made pursuant to this
subdivision are used solely to fund training apprentices. If an apprenticeship program is
unable to demonstrate how grant funds are expended or if an apprenticeship program is
found to be using grant funds for purposes other than training apprentices, then the
apprenticeship program shall not be eligible to receive any future grant pursuant to this
subdivision and the Department of Industrial Relations may initiate the process to
rescind the registration of the apprenticeship program.
(3) All training contributions received pursuant to this subdivision shall be deposited in
the Apprenticeship Training Contribution Fund, which is hereby created in the State
Treasury. Upon appropriation by the Legislature, all moneys in the Apprenticeship
Training Contribution Fund shall be used for the purpose of carrying out this subdivision
and to pay the expenses of the Department of Industrial Relations.
(n) The body awarding the contract shall cause to be inserted in the contract stipulations
to effectuate this section. The stipulations shall fix the responsibility of compliance with
this section for all apprenticeable occupations with the prime contractor.
(o) This section does not apply to contracts of general contractors or to contracts of
specialty contractors not bidding for work through a general or prime contractor when
the contracts of general contractors or those specialty contractors involve less than
thirty thousand dollars ($30,000).
(p) An awarding body that implements an approved labor compliance program in
accordance with subdivision (b) of Section 1771.5 may, with the approval of the director,
assist in the enforcement of this section under the terms and conditions prescribed by
the director.
Section 1813 The contractor or subcontractor shall, as a penalty to the state or political
subdivision on whose behalf the contract is made or awarded, forfeit twenty-five dollars
($25) for each worker employed in the execution of the contract by the respective
contractor or subcontractor for each calendar day during which the worker is required or
permitted to work more than 8 hours in any one calendar day and 40 hours in any one
17-106
calendar week in violation of the provisions of this article. In awarding any contract for
public work, the awarding body shall cause to be inserted in the contract a stipulation to
this effect. The awarding body shall take cognizance of all violations of this article
committed in the course of the execution of the contract and shall report them to the
Division of Labor Standards Enforcement.
Section 1815 Notwithstanding the provisions of Sections 1810 to 1814, inclusive, of this
code, and notwithstanding any stipulation inserted in any contract pursuant to the
requirements of said sections, work performed by employees of contractors in excess of
8 hours per day, and 40 hours during any one week, shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less
than 1112 times the basic rate of pay.
17-107
ATTACHMENT B
UNITED STATES DEPARTMENT OF THE INTERIOR
BUREAU OF RECLAMATION
ASSISTANCE AGREEMENT
IA. AGREEMENT NUMBER
1B. MOD NUMBER
2. TYPE OF AGREEMENT
3. CLASS OF RECIPIENT
R19AP00129
® GRANT
1 ElCOOPERATIVE AGREEMENT
US Local Government
4. ISSUING OFFICE
5. RECIPIENT
Bureau of Reclamation
City of Newport Beach Inc.
Acquisitions and Assistance Management Division
100 Civic Center Dr.
Acquisitions and Assistance Operations Branch
Newport Beach, CA 92660-3267
P.O. Box 25007, MS 84-27810
Denver, CO 80225-5007
EIN N: 956000751 County: Orange
DUNS u: 1060752482 Congress. Dist: CA -48
6. RECIPIENT PROJECT MANAGER
7A. INITIAL AGREEMENT
7B. MODIFICATION EFFECTIVE DATE:
Steffen Catron, Utilities Manager
EFFECTIVE DATE:
City of Newport Beach
See Block 13.a below
Utilities Department
g. COMPLETION DATE
949 West 161' St.
Newport Beach, CA 92663-9998
March 31, 2023
949-718-3402
scatron@newportbeachca.gov
9A. PROGRAM STATUTORY AUTHORITY
9B. CFDA Number
Section 9504(a) of the Secure Water Act, Public Law 111-11 (42 United States Code 10364)
15.507
10. FUNDING INFORMATION
NON-FEDERAL
RECLAMATION
TOTAL PROJECT COSTS
Total Estimated Amount of Agreement
$7,245,000.00
$1,500,000.00
$8,745,000.00
This Obligation
$7,245,000.00
$1,499,000.00
$8,744,000.00
Previous Obligation
$0,00
$0,00
$0.00
Total Obligation
$7,245,000.00
$1,499,000.00
$8,744,000.00
11. PROJECT TITLE
Newport Beach Advanced Metering Infrastructure Implementation Program (Phase 2)
12a. Acceptance of this Assistance Agreement in accordance with the terms and
13a. Award of this Assistance Agreement in accordance with the terms and
conditions contained herein is hereby made on behalf of the above-named
conditions contained herein is hereby made on behalf of the United States
recipient
of America, Department of the Interior, Bureau of Reclamation
BY
BY
DATE:
DATE
12b. NAME AND TITLE OF SIGNER
13b. NAME OF GRANTS OFFICER
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 4 /a U
By:
_(Vc.Aaron . Harp. City Attomey
17-108
Page 2 of 50
TABLE OF CONTENTS
OVERVIEW AND SCHEDULE............................................................................................... 4
1. AUTHORITY........................................................................................................................ 4
2. PUBLIC PURPOSE OF SUPPORT OR STIMULATION................................................... 5
3. BACKGROUND AND OBJECTIVES................................................................................. 5
4. PERIOD OF PERFORMANCE AND FUNDS AVAILABILITY ....................................... 6
5. SCOPE OF WORK AND MILESTONES............................................................................ 6
6. RESPONSIBILITY OF THE PARTIES............................................................................... 7
7. BUDGET............................................................................................................................... 8
8. KEY PERSONNEL............................................................................................................. 10
9. LIMITATION OF AUTHORITIES.................................................................................... 10
10. REPORTING REQUIREMENTS AND DISTRIBUTION ............................................... 11
11. REGULATORY COMPLIANCE..................................................................................... 14
12. AGRICULTURAL OPERATIONS [Public Law 111-11, Section 9504(a)(3)(B)]........... 14
13. TITLE TO IMPROVEMENTS [Public Law 111-11, Section 9504(a)(3)(D)]................. 14
14. OPERATION AND MAINTENANCE COSTS [Public Law 11 I-11, Section
9504(a)(3)(E)(iv.)]............................................................................................................ 14
15. LIABILITY [Public Law 111-11, Section 9504(a)(3)(F)]............................................... 14
I1. RECLAMATION STANDARD TERMS AND CONDITIONS ............................................ 16
1. REGULATIONS.................................................................................................................. 16
2. PAYMENT.......................................................................................................................... 16
3. PROCUREMENT STANDARDS (2 CFR 200.317 through 200.326) ............................... 20
4. EQUIPMENT (2 CFR 200.313).......................................................................................... 29
5. SUPPLIES (2 CFR 200.314)............................................................................................... 32
6. INSPECTION...................................................................................................................... 32
7. AUDIT REQUIREMENTS (2 CFR 200.501)..................................................................... 32
8. REMEDIES FOR NONCOMPLIANCE (2 CFR 200.338) ................................................. 34
9. TERMINATION (2 CFR 200.339)...................................................................................... 34
10. DEBARMENT AND SUSPENSION (2 CFR 1400) ........................................................ 35
11. DRUG-FREE WORKPLACE (2 CFR 182 and 1401) ...................................................... 35
12. ASSURANCES AND CERTIFICATIONS INCORPORATED BY REFERENCE........ 35
Agreement No. R19AP00129 Agreement Template
(03/2019)
17-109
Page 3 of 50
13. COVENANT AGAINST CONTINGENT FEES.............................................................. 36
14. TRAFFICKING VICTIMS PROTECTION ACT OF 2000 (2 CFR 175.15) ................... 36
15. NEW RESTRICTIONS ON LOBBYING (43 CFR 18) .................................................... 38
16. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION
POLICIES ACT OF 1970 (URA) (42 USC 4601 et seq.)............................................... 39
18. PROHIBITION ON TEXT MESSAGING AND USING ELECTRONIC EQUIPMENT
SUPPLIED BY THE GOVERNMENT WHILE DRIVING ............................................ 41
19. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170
APPENDIXA).................................................................................................................. 42
20. RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013) ...................... 45
21. RECIPIENT INTEGRITY AND PERFORMANCE MATTERS (APPENDIX XII to 2
CFRPart 200)................................................................................................................... 46
22. CONFLICTS OF INTEREST............................................................................................. 48
23. DATA AVAILABILITY.................................................................................................... 49
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Financial Assistance Agreement
Between
Bureau of Reclamation
And
City of Newport Beach Inc.
For
Newport Beach Advanced Metering Infrastructure Implementation Program (Phase 2)
I. OVERVIEW AND SCHEDULE
1. AUTHORITY
This Financial Assistance Agreement (Agreement) is entered into between the United States of
America, acting through the Department of the Interior, Bureau of Reclamation (Reclamation)
and City of Newport Beach (Recipient), pursuant to Section 9504(a) of the SECURE WATER
ACT, Subtitle F of Title IX of the OMNIBUS PUBLIC LAND MANAGEMENT ACT OF 2009,
Public Law 111-11 (42 United States Code 10364) (the "Act"). The following section, provided
in full text, authorizes Reclamation to award this financial assistance agreement:
SEC. 9504. WATER MANAGEMENT IMPROVEMENT.
(a) A UTHORIZATION OF GRANTS AND COOPERATIVE AGREEMENTS.—
(1) A UTHORITY OF SECRETARY.—The Secretary may provide any grant to,
or enter into an agreement with, any eligible applicant to assist the eligible
applicant in planning, designing, or constructing any improvement—
(A) to conserve water;
(B) to increase water use efficiency;
(C) to facilitate water markets;
(D) to enhance water management, including increasing the use of
renewable energy in the management and delivery of water;
(E) to accelerate the adoption and use of advanced water treatment
technologies to increase water supply;
(F) to prevent the decline of species that the United States Fish and
Wildlife Service and National Marine Fisheries Service have
proposed for listing under the Endangered Species Act of 1973 (16
US. C. 1531 et seq.) (or candidate species that are being
considered by those agencies for such listing but are not yet the
subject of a proposed rule);
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(G) to accelerate the recovery of threatened species, endangered
species, and designated critical habitats that are adversely affected
by Federal reclamation projects or are subject to a recovery plan
or conservation plan under the Endangered Species Act of 1973
(16 U.S.C. 1531 et seg.) under which the Commissioner of
Reclamation has implementation responsibilities; or
(H) to carry out any other activity—
(i) to address any climate -related impact to the water supply of
the United States that increases ecological resiliency to the
impacts of climate change; or
(ii) to prevent any water -related crisis or conflict at any
watershed that has a nexus to a Federal reclamation project
located in a service area.
2. PUBLIC PURPOSE OF SUPPORT OR STIMULATION
The Newport Beach Advanced Metering Infrastructure Implementation Program (Phase 2)
project (Project) achieves the public purpose of the Act by increasing the reliability of water
supplies and improving water management.
3. BACKGROUND AND OBJECTIVES
Through WaterSMART (Sustain and Manage America's Resources for Tomorrow), Reclamation
leverages Federal and non -Federal funding to work cooperatively with states, tribes, and local
entities as they plan for and implement actions to increase water supply reliability through
investments and attention to local water conflicts. Working together with our stakeholders,
WaterSMART provides support for the Department of the Interior's priorities, including creating
a legacy of conservation stewardship, sustainably developing our energy and natural resources,
modernizing our infrastructure through public-private partnerships, and restoring trust with local
communities by improving relationships and communication with states, tribes, local
governments, communities, landowners and water users.
Through Water and Energy Efficiency Grants, Reclamation provides assistance to states, tribes,
irrigation districts, water districts, and other entities with water or power delivery authority to
undertake projects that result in quantifiable and sustained water savings and support broader
water reliability benefits.
The City of Newport Beach will upgrade 26,309 existing meters to an advanced metering
infrastructure (AMI) fixed based network, including AMI radio transmitters, collectors, and
software that will automatically collect and store hourly consumption data. The project is
expected to result in annual water savings of 1,157 acre-feet that is currently being lost to
unauthorized consumption, metering inaccuracies, systematic data handling errors, and leaks.
The water conserved through the project will be used to offset groundwater pumping and to
reduce demands on existing supplies in an area that has experienced drought conditions and a
heightened competition for limited supplies.
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4. PERIOD OF PERFORMANCE AND FUNDS AVAILABILITY
This Agreement becomes effective on the date shown in Block 13a of Page 1 of this agreement,
United States of America, Department of the Interior, Bureau of Reclamation, Assistance
Agreement. The Agreement shall remain in effect until the date shown in Block 8 of Page 1 of
this agreement, United States of America, Department of the Interior, Bureau of Reclamation,
Assistance Agreement. The period of performance for this Agreement may only be modified
through written modification of the Agreement by a Reclamation Grants Officer.
No legal liability on the part of the Government for any payment may arise until funds are made
available, in writing, to the Recipient by the Grants Officer. The total estimated amount of
federal funding for this agreement is $1,500,000.00, of which the initial amount of federal funds
available is limited to $1,499,000.00 as indicated by "this obligation" within Block 10 of Page 1
of this agreement, United States of America, Department of the Interior, Bureau of Reclamation,
Assistance Agreement.
5. SCOPE OF WORK AND MILESTONES
Under this Agreement, the Recipient shall replace and retrofit existing water meters with an
Advanced Metering Infrastructure (AMI) fixed -based network system, including:
26,309 water meters ranging in size from 5/8 -inch to 8 -inches
13 AMI radio transmitters, 14 collectors
AMI software
Meters will be installed throughout the City of Newport Beach water service area. The Recipient
shall include in its records the locations of the meters and network infrastructure installed under
this Agreement.
After review of the methodology used to estimate water conservation savings, consideration of
supporting documentation provided by Recipient, and any adjustments made during the
evaluation of the Project, it was determined that these improvements are expected to result in
annual water savings of 1,157 acre-feet.
The milestones for completing the Project are:
Milestone / Task / Activity
Planned
Start Date
Planned
Completion Date
Complete environmental and cultural compliance
Completed
September 2019
Procurement and installation of AMI system
May 2020
July 2020
Begin installation of AMI meters
July 2020
July 2020
AMI Meter Installation - 25% complete
March 2021
AMI Meter Installation — 50% complete
September 2021
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AMI Meter Installation — 75% complete
March 2022
Meter equipment procurement
May 2020
July 2022
System Testing
June 2022
September 2022
Complete installation of AMI meters
March 2023
6. RESPONSIBILITY OF THE PARTIES
6.1 Recipient Responsibilities
6.1.1 The Recipient shall carry out the Scope of Work (SOW) in accordance with the terms and
conditions stated herein. The Recipient shall adhere to Federal, state, and local laws, regulations,
and codes, as applicable, and shall obtain all required approvals and permits. If the SOW
contains construction activities, the Recipient is responsible for construction inspection,
oversight, and acceptance. If applicable, the Recipient shall also coordinate and obtain approvals
from site owners and operators.
6.1.2 Interim Performance Reports. The Recipient shall prepare and submit to Reclamation
interim Project performance reports (Interim Performance Reports) as required by Section I.10 of
this Agreement. Each Interim Performance Report will include (but is not limited to) the
information identified in paragraph I.10.3 and will discuss the following:
• A comparison of actual accomplishments to the milestones established by the financial
assistance agreement for the reporting period
• The reasons why established milestones were not met, if applicable
• The status of milestones from the previous reporting period that were not met, if
applicable
• Whether the Project is on schedule and within the original cost estimate
• Any additional pertinent information or issues related to the status of the Project
6.1.3 Final Project Report. The Recipient shall prepare and submit to Reclamation a final
Project performance report (Final Project Report) as required by Section I.10 of this Agreement.
The Final Project Report will include (but is not limited to) the information identified in
paragraph I.10.3 and will discuss the following:
Whether the Project objectives and goals were met
• The amount of water conserved, if applicable, including information and/or calculations
supporting that amount
• The amount of energy the renewable energy system is generating annually, if applicable
• How the Project demonstrated collaboration, if applicable
Photographs documenting the project are also appreciated. Recipient understands that
Reclamation may print photos with appropriate credit to Recipient. Recipient also understands
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that the Final Project Report is a public document and may be made available on Reclamation's
website, www.usbr.gov/watersmart/.
6.2 Reclamation Responsibilities
Reclamation will monitor and provide Federal oversight of activities performed under this
Agreement. Monitoring and oversight includes review and approval of financial status and
performance reports, payment requests, and any other deliverables identified as part of the SOW.
Additional monitoring activities may include site visits, conference calls, and other on-site and
off-site monitoring activities. At the Recipient's request, Reclamation may also provide
technical assistance to the Recipient in support of the SOW and objectives of this Agreement.
7. BUDGET
7.1 Budget Estimate. The following is the estimated budget for this Agreement. As Federal
financial assistance agreements are cost -reimbursable, the budget provided is for estimation
purposes only. Final costs incurred under the budget categories listed may be either higher or
lower than the estimated costs. All costs incurred by the Recipient under this agreement must be
in accordance with any pre -award clarifications conducted between the Recipient and
Reclamation, as well as with the terms and conditions of this agreement. Final determination of
the allowability, allocability, or reasonableness of costs incurred under this agreement is the
responsibility of the Grants Officer. Recipients are encouraged to direct any questions regarding
allowability, allocability or reasonableness of costs to the Grants Officer for review prior to
incurrence of the costs in question.
BUDGET ITEM DESCRIPTION
TOTAL COST
CONTRACTUAL
Construction contracts
$8,744,000.00
Reclamation review of Environmental Compliance
$1,000.00
TOTAL DIRECT COSTS
$8,745,000.00
INDIRECT COSTS
None
$0.00
,r� TOTAL ESTIMATED PROJECT COST
$$,745,000,00
7.2 Cost Sharing Requirement
At least 50% non -Federal cost -share is required for costs incurred under this Agreement.
Based on the budget estimate reflected in Section 7.1 above, the estimated Federal share of
allowable costs is 17% and the Recipient's estimated non -Federal cost share is 83%. The
Federal share of allowable costs shall not be expended in advance of the Recipient's non -Federal
share. It is expected that expenditure of Federal and non -Federal funds based upon the estimated
cost share percentages shall occur concurrently.
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If a bona fide need arises which requires the expenditure of Federal funds in advance of the
Recipient share, then the Recipient must request written approval from the Grants Officer prior
to the expenditure. Recipient's may expend their agreed upon share of costs in advance of the
expenditure of Federal funds without prior written approval.
7.3 Pre -Award Incurrence of Costs
The Recipient is not authorized to incur costs prior to the award of this Agreement. Costs
incurred prior to the award of this agreement are not allowable.
7.4 Allowable Costs
Costs incurred for the performance of this Agreement must be allowable, allocable to the project,
and reasonable. The following regulations, codified within the Code of Federal Regulations
(CFR), governs the allowability of costs for Federal financial assistance:
2 CFR 200 Subpart E, "Cost Principles"
Expenditures for the performance of this Agreement must conform to the requirements within
this CFR. The Recipient must maintain sufficient documentation to support these expenditures.
Questions on the allowability of costs should be directed to the Grants Officer responsible for
this Agreement.
The Recipient shall not incur costs or obligate funds for any purpose pertaining to operation of
the program or activities beyond the expiration date stated in the Agreement. The only costs
which are authorized for a period of up to 90 days following the project performance period are
those strictly associated with closeout activities for preparation of the final reports.
7.5 Revision of Budget and Program Plans
In accordance with 2 CFR 200.308(g) the recipient must request prior written approval for any of
the following changes:
(a) A change in the approved scope of work or associated tasks, even if there is no associated
budget revisions.
(b) Revisions which require additional Federal funds to complete the project.
(c) Revisions which involve specific costs for which prior written approval requirements
may be imposed consistent with OMB cost principles listed in 2 CFR 200 Subpart E
"Cost Principles".
7.6 Modifications
Any changes to this Agreement shall be made by means of a written modification. Reclamation
may make changes to the Agreement by means of a unilateral modification to address changes in
address, no -cost time extensions, changes to Key Personnel, the addition of previously agreed
upon funding, or administrative corrections which do not impact the terms and conditions of this
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agreement. Additionally, a unilateral modification may be utilized by Reclamation if it should
become necessary to suspend or terminate the Agreement in accordance with 2 CFR 200.338.
All other changes shall be made by means of a bilateral modification to the Agreement. No oral
statement made by any person, or written statement by any person other than the Grants Officer,
shall be allowed in any manner or degree to modify or otherwise effect the terms of the
Agreement.
All requests for modification of the Agreement shall be made in writing, provide a full
description of the reason for the request, and be sent to the attention of the Grants Officer. Any
request for project extension shall be made at least 45 days prior to the expiration date of the
Agreement or the expiration date of any extension period that may have been previously granted.
Any determination to extend the period of performance or to provide follow-on funding for
continuation of a project is solely at the discretion of Reclamation.
8. KEY PERSONNEL
8.1 Recipient's Key Personnel.
The Recipient's Project Manager for this Agreement shall be:
Steffen Catron, Utilities Manager
City of Newport Beach
Utilities Department
949 West 16th St.
Newport Beach, CA 92663-9998
949-718-3402
scatron(d)newportbeachca. gov
9. LIMITATION OF AUTHORITIES
9.1 Grants Officer.
The Grants Officer is the only official with legal delegated authority to represent Reclamation.
The Grants Officer's responsibilities include, but are not limited to, the following:
(a) Formally obligate Reclamation to expend funds or change the funding level of the
Agreement;
(b) Approve through formal modification changes in the scope of work and/or budget;
(c) Approve through formal modification any increase or decrease in the period of
performance of the Agreement;
(d) Approve through formal modification changes in any of the expressed terms, conditions,
or specifications of the Agreement;
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(e) Be responsible for the overall administration, management, and other non -programmatic
aspects of the Agreement including, but not limited to, interpretation of financial
assistance statutes, regulations, circulars, policies, and terms of the Agreement;
Where applicable, ensures that Reclamation complies with the administrative
requirements required by statutes, regulations, circulars, policies, and terms of the
Agreement.
9.2 Grants Management Specialist (GMS).
The Grants Management Specialist is the primary administrative point of contact for this
agreement and should be contacted regarding issues related to the day-to-day management of the
agreement. Requests for approval regarding the terms and conditions of the agreement,
including but not limited to modifications and prior approval, may only be granted, in writing, by
a Reclamation Grants Officer. Please note that for some agreements, the Grants Officer and the
Grants Management Specialist may be the same individual.
10. REPORTING REQUIREMENTS AND DISTRIBUTION
10.1 Noncompliance. Failure to comply with the reporting requirements contained in this
Agreement may be considered a material noncompliance with the terms and conditions of the
award. Noncompliance may result in withholding of payments pending receipt of required
reports, denying both the use of funds and matching credit for all or part of the cost of the
activity or action not in compliance, whole or partial suspension or termination of the
Agreement, recovery of funds paid under the Agreement, withholding of future awards, or other
legal remedies in accordance with 2 CFR 200.338.
10.2 Financial Reports. Federal Financial Reports shall be submitted by means of the SF -425
and shall be submitted according to the Report Frequency and Distribution schedule below. All
financial reports shall be signed by an Authorized Certifying Official for the Recipient's
organization.
10.3 Monitoring and Reporting Program Performance (2 CFR 200.328).
(a) Monitoring by the non -Federal entity. The non -Federal entity is responsible for oversight
of the operations of the Federal award supported activities. The non -Federal entity must
monitor its activities under Federal awards to assure compliance with applicable Federal
requirements and performance expectations are being achieved. Monitoring by the non -
Federal entity must cover each program, function or activity. See also 200.331
Requirements for pass-through entities.
(b) Non -construction performance reports. The Federal awarding agency must use standard,
OMB -approved data elements for collection of performance information (including
performance progress reports, Research Performance Progress Report, or such future
collections as may be approved by OMB and listed on the OMB Web site).
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(1) The non -Federal entity must submit performance reports at the interval required by
the Federal awarding agency or pass-through entity to best inform improvements in
program outcomes and productivity. Intervals must be no less frequent than annually
nor more frequent than quarterly except in unusual circumstances, for example where
more frequent reporting is necessary for the effective monitoring of the Federal award
or could significantly affect program outcomes. Annual reports must be due 90
calendar days after the reporting period; quarterly or semiannual reports must be due
30 calendar days after the reporting period. Alternatively, the Federal awarding
agency or pass-through entity may require annual reports before the anniversary dates
of multiple year Federal awards. The final performance report will be due 90 calendar
days after the period of performance end date. If a justified request is submitted by a
non -Federal entity, the Federal agency may extend the due date for any performance
report.
(2) The non -Federal entity must submit performance reports using OMB -approved
governmentwide standard information collections when providing performance
information. As appropriate in accordance with above mentioned information
collections, these reports will contain, for each Federal award, brief information on
the following unless other collections are approved by OMB:
(i) A comparison of actual accomplishments to the objectives of the Federal award
established for the period. Where the accomplishments of the Federal award can
be quantified, a computation of the cost (for example, related to units of
accomplishment) may be required if that information will be useful. Where
performance trend data and analysis would be informative to the Federal
awarding agency program, the Federal awarding agency should include this as a
performance reporting requirement.
(ii) The reasons why established goals were not met, if appropriate.
(iii) Additional pertinent information including, when appropriate, analysis and
explanation of cost overruns or high unit costs.
(c) Construction performance reports. For the most part, onsite technical inspections and
certified percentage of completion data are relied on heavily by Federal awarding
agencies and pass-through entities to monitor progress under Federal awards and
subawards for construction. The Federal awarding agency may require additional
performance reports only when considered necessary.
(d) Significant developments. Events may occur between the scheduled performance
reporting dates that have significant impact upon the supported activity. In such cases, the
non -Federal entity must inform the Federal awarding agency or pass-through entity as
soon as the following types of conditions become known:
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(1) Problems, delays, or adverse conditions which will materially impair the ability to
meet the objective of the Federal award. This disclosure must include a statement of
the action taken, or contemplated, and any assistance needed to resolve the situation.
(2) Favorable developments which enable meeting time schedules and objectives sooner
or at less cost than anticipated or producing more or different beneficial results than
originally planned.
Reclamation requires Performance reporting for all financial assistance awards, both
Construction and non -Construction. Performance reports for Construction agreements shall meet
the same minimum requirements outlined in 2 CFR 200.328(b)(2) above.
10.4 Report Frequency and Distribution. The following table sets forth the reporting
requirements for this Agreement. Please note the first report due date listed for each type of
report.
Required Reports
Interim Reports
Final Report
Performance Report
Format
No specific format required. See content
Summary of activities completed
requirements within Section 9.3 (2 CFR
during the entire period of
200.328) above.
performance is required. See
content requirements within Section
9.3 (2 CFR 200.328) above.
Reporting Frequency
Semi -Annual
Final Report due within 90 days
after the end of the period of
performance.
Reporting Period
October 1 through March 31 and April 1
Entire period of performance
through September 30.
Due Date
Within 30 days after the end of the
Final Report due within 90 days
Reporting Period.
after the end of the period of
performance or completion of the
project.
First Report Due
The first performance report is due for
N/A
Date
reporting period ending 09/30/2020.
Submit to:
sha-dro-faonerations iNsbr.aov
sha-dro-faouerations(@usbr.gov
Federal Financial Report
Format
SF -425 (all sections must be completed)
SF-425(all sections must be
completed)
Reporting Frequency
Semi -Annual
Final Report due within 90 days
after the end of the period of
performance.
Reporting Period
October 1 through March 31 and April 1
Entire period of performance
through September 30.
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Required Reports
Interim Reports
Final Report
Due Date
Within 30 days after the end of the
Final Report due within 90 days
Reporting Period.
after the end of the period of
performance or completion of
project.
First Report Due
The first Federal financial report is due
N/A
Date
for reporting period ending 09/30/2020.
Submit to:
sha-dro-faoperations(k,usbr.gov
sha-dro-faoperations(a)usbr.eov
11. REGULATORY COMPLIANCE
The Recipient agrees to comply or assist Reclamation with all regulatory compliance
requirements and all applicable state, Federal, and local environmental and cultural and
paleontological resource protection laws and regulations as applicable to this project. These may
include, but are not limited to, the National Environmental Policy Act (NEPA), including the
Council on Environmental Quality and Department of the Interior regulations implementing
NEPA, the Clean Water Act, the Endangered Species Act, consultation with potentially affected
Tribes, and consultation with the State Historic Preservation Office. If the Recipient begins
project activities that require environmental or other regulatory compliance approval prior to
receipt of written notice from the Grants Officer that all such clearances have been obtained, then
Reclamation reserves the right to initiate remedies for non-compliance as defined by 2 CFR
200.338 up to and including unilateral termination of this agreement.
12. AGRICULTURAL OPERATIONS [Public Law 111-11, Section 9504(a)(3)(B)]
The Recipient shall not use any associated water savings to increase the total irrigated acreage of
the Recipient or otherwise increase the consumptive use of water in the operation of the
Recipient, as determined pursuant to the law of the State in which the operation of Recipient is
located.
13. TITLE TO IMPROVEMENTS [Public Law 111-11, Section 9504(a)(3)(D)]
If the activities funded under this Agreement result in an infrastructure improvement to a
federally owned facility, the Federal Government shall continue to hold title to the facility and
improvements to the facility.
14. OPERATION AND MAINTENANCE COSTS [Public Law 111-11, Section
9504(a)(3)(E)(iv.)]
The non -Federal share of the cost of operating and maintaining any infrastructure improvement
funded through this Agreement shall be 100 percent.
15. LIABILITY [Public Law 111-11, Section 9504(a)(3)(F)]
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(a) IN GENERAL.—Except as provided under chapter 171 of title 28, United States Code
(commonly known as the "Federal Tort Claims Act"), the United States shall not be
liable for monetary damages of any kind for any injury arising out of an act, omission,
or occurrence that arises in relation to any facility created or improved under this
Agreement, the title of which is not held by the United States.
(b) TORT CLAIMS ACT.—Nothing in this section increases the liability of the United
States beyond that provided in chapter 171 of title 28, United States Code (commonly
known as the "Federal Tort Claims Act").
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II. RECLAMATION STANDARD TERMS AND CONDITIONS
1. REGULATIONS
The regulations at 2 CFR Subtitle A, Chapter II, Part 200 "Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards", are hereby
incorporated by reference as though set forth in full text. Failure of a Recipient to comply with
any applicable regulation or circular may be the basis for withholding payments for proper
charges made by the Recipient and/or for termination of support.
2. PAYMENT
2.1 Payment (2 CFR 200.305).
(a) For states, payments are governed by Treasury -State CMIA agreements and default
procedures codified at 31 CFR Part 205 "Rules and Procedures for Efficient Federal -State
Funds Transfers" and TFM 4A-2000 Overall Disbursing Rules for All Federal Agencies.
(b) For non -Federal entities other than states, payments methods must minimize the time
elapsing between the transfer of funds from the United States Treasury or the pass-
through entity and the disbursement by the non -Federal entity whether the payment is
made by electronic funds transfer, or issuance or redemption of checks, warrants, or
payment by other means. See also 200.302 Financial management paragraph (b)(6).
Except as noted elsewhere in this part, Federal agencies must require recipients to use
only OMB -approved standard govemmentwide information collection requests to request
payment.
(1) The non -Federal entity must be paid in advance, provided it maintains or
demonstrates the willingness to maintain both written procedures that minimize the
time elapsing between the transfer of funds and disbursement by the non -Federal
entity, and financial management systems that meet the standards for fund control and
accountability as established in this part. Advance payments to a non -Federal entity
must be limited to the minimum amounts needed and be timed to be in accordance
with the actual, immediate cash requirements of the non -Federal entity in carrying out
the purpose of the approved program or project. The timing and amount of advance
payments must be as close as is administratively feasible to the actual disbursements
by the non -Federal entity for direct program or project costs and the proportionate
share of any allowable indirect costs. The non -Federal entity must make timely
payment to contractors in accordance with the contract provisions.
(2) Whenever possible, advance payments must be consolidated to cover anticipated cash
needs for all Federal awards made by the Federal awarding agency to the recipient.
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(i) Advance payment mechanisms include, but are not limited to, Treasury check and
electronic funds transfer and must comply with applicable guidance in 31 CFR
part 208.
(ii) Non -Federal entities must be authorized to submit requests for advance payments
and reimbursements at least monthly when electronic fund transfers are not used,
and as often as they like when electronic transfers are used, in accordance with
the provisions of the Electronic Fund Transfer Act (15 U.S.C. 1693-1693r).
(3) Reimbursement is the preferred method when the requirements in paragraph (b)
cannot be met, when the Federal awarding agency sets a specific condition per
200.207 Specific conditions, or when the non -Federal entity requests payment by
reimbursement. This method may be used on any Federal award for construction, or if
the major portion of the construction project is accomplished through private market
financing or Federal loans, and the Federal award constitutes a minor portion of the
project. When the reimbursement method is used, the Federal awarding agency or
pass-through entity must make payment within 30 calendar days after receipt of the
billing, unless the Federal awarding agency or pass-through entity reasonably
believes the request to be improper.
(4) If the non -Federal entity cannot meet the criteria for advance payments and the
Federal awarding agency or pass-through entity has determined that reimbursement is
not feasible because the non -Federal entity lacks sufficient working capital, the
Federal awarding agency or pass-through entity may provide cash on a working
capital advance basis. Under this procedure, the Federal awarding agency or pass-
through entity must advance cash payments to the non -Federal entity to cover its
estimated disbursement needs for an initial period generally geared to the non -Federal
entity's disbursing cycle. Thereafter, the Federal awarding agency or pass-through
entity must reimburse the non -Federal entity for its actual cash disbursements. Use of
the working capital advance method of payment requires that the pass-through entity
provide timely advance payments to any subrecipients in order to meet the
subrecipient's actual cash disbursements. The working capital advance method of
payment must not be used by the pass-through entity if the reason for using this
method is the unwillingness or inability of the pass-through entity to provide timely
advance payments to the subrecipient to meet the subrecipient's actual cash
disbursements.
(5) Use of resources before requesting cash advance payments. To the extent available,
the non -Federal entity must disburse funds available from program income (including
repayments to a revolving fund), rebates, refunds, contract settlements, audit
recoveries, and interest earned on such funds before requesting additional cash
payments.
(6) Unless otherwise required by Federal statutes, payments for allowable costs by non -
Federal entities must not be withheld at any time during the period of performance
unless the conditions of 200.207 Specific conditions, Subpart D—Post Federal Award
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Requirements of this part, 200.338 Remedies for Noncompliance, or one or more of
the following applies:
(i) The non -Federal entity has failed to comply with the project objectives, Federal
statutes, regulations, or the terms and conditions of the Federal award.
(ii) The non -Federal entity is delinquent in a debt to the United States as defined in
OMB Guidance A-129, "Policies for Federal Credit Programs and Non -Tax
Receivables." Under such conditions, the Federal awarding agency or pass-
through entity may, upon reasonable notice, inform the non -Federal entity that
payments must not be made for obligations incurred after a specified date until the
conditions are corrected or the indebtedness to the Federal Government is
liquidated.
(iii) A payment withheld for failure to comply with Federal award conditions, but
without suspension of the Federal award, must be released to the non -Federal
entity upon subsequent compliance. When a Federal award is suspended, payment
adjustments will be made in accordance with 200.342 Effects of suspension and
termination.
(iv) A payment must not be made to a non -Federal entity for amounts that are
withheld by the non -Federal entity from payment to contractors to assure
satisfactory completion of work. A payment must be made when the non -Federal
entity actually disburses the withheld funds to the contractors or to escrow
accounts established to assure satisfactory completion of work.
(7) Standards governing the use of banks and other institutions as depositories of advance
payments under Federal awards are as follows.
(i) The Federal awarding agency and pass-through entity must not require separate
depository accounts for funds provided to a non -Federal entity or establish any
eligibility requirements for depositories for funds provided to the non -Federal
entity. However, the non -Federal entity must be able to account for the receipt,
obligation and expenditure of funds.
(ii) Advance payments of Federal funds must be deposited and maintained in insured
accounts whenever possible.
(8) The non -Federal entity must maintain advance payments of Federal awards in
interest-bearing accounts, unless the following apply.
(i) The non -Federal entity receives less than $120,000 in Federal awards per year.
(ii) The best reasonably available interest-bearing account would not be expected to
earn interest in excess of $500 per year on Federal cash balances.
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(iii) The depository would require an average or minimum balance so high that it
would not be feasible within the expected Federal and non -Federal cash resources.
(iv) A foreign government or banking system prohibits or precludes interest bearing
accounts.
(9) Interest earned amounts up to $500 per year may be retained by the non -Federal entity
for administrative expense. Any additional interest earned on Federal advance
payments deposited in interest-bearing accounts must be remitted annually to the
Department of Health and Human Services Payment Management System (PMS)
through an electronic medium using either Automated Clearing House (ACH)
network or a Fedwire Funds Service payment. Remittances must include pertinent
information of the payee and nature of payment in the memo area (often referred to as
"addenda records" by Financial Institutions) as that will assist in the timely posting of
interested earned on federal funds. Pertinent details include the Payee Account
Number (PAN) if the payment originated from PMS, or Agency information if the
payment originated from ASAP, NSF or another federal agency payment system. The
remittance must be submitted as follows:
(i) For ACH Returns:
Routing Number: 051036706
Account number: 303000
Bank Name and Location: Credit Gateway—ACH Receiver St. Paul, MN
(ii) For Fedwire Returns*:
Routing Number: 021030004
Account number: 75010501
Bank Name and Location: Federal Reserve Bank Treas NYC/Funds Transfer
Division New York, NY
(* Please note organization initiating payment is likely to incur a charge from
your Financial Institution for this type of payment)
(iii) For International ACH Returns:
Beneficiary Account: Federal Reserve Bank of New York/ITS (FRBNY/ITS)
Bank: Citibank N.A. (New York)
Swift Code: CITIUS33
Account Number: 36838868
Bank Address: 388 Greenwich Street, New York, NY 10013 USA
Payment Details (Line 70): Agency
Name (abbreviated when possible) and ALC Agency POC: Michelle Haney,
(301) 492-5065
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(iv) For recipients that do not have electronic remittance capability, please make
check** payable to: "The Department of Health and Human Services."
Mail Check to Treasury approved lockbox:
HHS Program Support Center, P.O. Box 530231, Atlanta, GA 30353-0231
(** Please allow 4-6 weeks for processing of a payment by check to be applied to
the appropriate PMS account)
(v) Any additional information/instructions may be found on the PMS Web site at
http://www.dpm.psc.gov/.
2.2 Payment Method.
Recipients must utilize the Department of Treasury Automated Standard Application for
Payments (ASAP) payment system to request advance or reimbursement payments. ASAP is a
Recipient -initiated payment and information system designed to provide a single point of contact
for the request and delivery of Federal funds. ASAP is the only allowable method for request
and receipt of payment. Recipient procedures must minimize the time elapsing between the
drawdown of Federal funds and the disbursement for agreement purposes.
In accordance with 2 CFR 25.200(b)(2) the Recipient shall "Maintain an active SAM registration
with current information at all times during which it has an active Federal award or an
application or plan under consideration by an agency". If the Recipient allows their SAM
registration to lapse, the Recipient's accounts within ASAP will be automatically suspended by
Reclamation until such time as the Recipient renews their SAM registration.
3. PROCUREMENT STANDARDS (2 CFR 200.317 through 200.326)
200.317 Procurements by States.
When procuring property and services under a Federal award, a state must follow the same
policies and procedures it uses for procurements from its non -Federal funds. The state will
comply with 200.322 Procurement of recovered materials and ensure that every purchase order
or other contract includes any clauses required by section 200.326 Contract provisions. All other
non -Federal entities, including subrecipients of a state, will follow 200.318 General procurement
standards through 200.326 Contract provisions.
200.318 General procurement standards.
(a) The non -Federal entity must use its own documented procurement procedures which
reflect applicable State, local, and tribal laws and regulations, provided that the
procurements conform to applicable Federal law and the standards identified in this part.
(b) Non -Federal entities must maintain oversight to ensure that contractors perform in
accordance with the terms, conditions, and specifications of their contracts or purchase
orders.
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(1) The non -Federal entity must maintain written standards of conduct covering conflicts
of interest and governing the actions of its employees engaged in the selection, award
and administration of contracts. No employee, officer, or agent may participate in the
selection, award, or administration of a contract supported by a Federal award if he or
she has a real or apparent conflict of interest. Such a conflict of interest would arise
when the employee, officer, or agent, any member of his or her immediate family, his
or her partner, or an organization which employs or is about to employ any of the
parties indicated herein, has a financial or other interest in or a tangible personal
benefit from a firm considered for a contract. The officers, employees, and agents of
the non -Federal entity may neither solicit nor accept gratuities, favors, or anything of
monetary value from contractors or parties to subcontracts. However, non -Federal
entities may set standards for situations in which the financial interest is not
substantial or the gift is an unsolicited item of nominal value. The standards of
conduct must provide for disciplinary actions to be applied for violations of such
standards by officers, employees, or agents of the non -Federal entity.
(2) If the non -Federal entity has a parent, affiliate, or subsidiary organization that is not a
state, local government, or Indian tribe, the non -Federal entity must also maintain
written standards of conduct covering organizational conflicts of interest.
Organizational conflicts of interest means that because of relationships with a parent
company, affiliate, or subsidiary organization, the non -Federal entity is unable or
appears to be unable to be impartial in conducting a procurement action involving a
related organization.
(d) The non -Federal entity's procedures must avoid acquisition of unnecessary or duplicative
items. Consideration should be given to consolidating or breaking out procurements to
obtain a more economical purchase. Where appropriate, an analysis will be made of lease
versus purchase alternatives, and any other appropriate analysis to determine the most
economical approach.
(e) To foster greater economy and efficiency, and in accordance with efforts to promote cost-
effective use of shared services across the Federal Government, the non -Federal entity is
encouraged to enter into state and local intergovernmental agreements or inter -entity
agreements where appropriate for procurement or use of common or shared goods and
services.
(f) The non -Federal entity is encouraged to use Federal excess and surplus property in lieu of
purchasing new equipment and property whenever such use is feasible and reduces
project costs.
(g) The non -Federal entity is encouraged to use value engineering clauses in contracts for
construction projects of sufficient size to offer reasonable opportunities for cost
reductions. Value engineering is a systematic and creative analysis of each contract item
or task to ensure that its essential function is provided at the overall lower cost.
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(h) The non -Federal entity must award contracts only to responsible contractors possessing
the ability to perform successfully under the terms and conditions of a proposed
procurement. Consideration will be given to such matters as contractor integrity,
compliance with public policy, record of past performance, and financial and technical
resources. See also 200.212 Suspension and debarment.
(i) The non -Federal entity must maintain records sufficient to detail the history of
procurement. These records will include, but are not necessarily limited to the following:
rationale for the method of procurement, selection of contract type, contractor selection
or rejection, and the basis for the contract price.
0)
(1) The non -Federal entity may use a time and materials type contract only after a
determination that no other contract is suitable and if the contract includes a ceiling
price that the contractor exceeds at its own risk. Time and materials type contract
means a contract whose cost to a non -Federal entity is the sum of:
(i) The actual cost of materials; and
(ii) Direct labor hours charged at fixed hourly rates that reflect wages, general and
administrative expenses, and profit.
(2) Since this formula generates an open-ended contract price, a time -and -materials
contract provides no positive profit incentive to the contractor for cost control or
labor efficiency. Therefore, each contract must set a ceiling price that the contractor
exceeds at its own risk. Further, the non -Federal entity awarding such a contract must
assert a high degree of oversight in order to obtain reasonable assurance that the
contractor is using efficient methods and effective cost controls.
(k) The non -Federal entity alone must be responsible, in accordance with good administrative
practice and sound business judgment, for the settlement of all contractual and
administrative issues arising out of procurements. These issues include, but are not
limited to, source evaluation, protests, disputes, and claims. These standards do not
relieve the non -Federal entity of any contractual responsibilities under its contracts. The
Federal awarding agency will not substitute its judgment for that of the non -Federal
entity unless the matter is primarily a Federal concern. Violations of law will be referred
to the local, state, or Federal authority having proper jurisdiction.
200.319 Competition.
(a) All procurement transactions must be conducted in a manner providing full and open
competition consistent with the standards of this section. In order to ensure objective
contractor performance and eliminate unfair competitive advantage, contractors that
develop or draft specifications, requirements, statements of work, or invitations for bids
or requests for proposals must be excluded from competing for such procurements. Some
of the situations considered to be restrictive of competition include but are not limited to:
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(1) Placing unreasonable requirements on firms in order for them to qualify to do
business;
(2) Requiring unnecessary experience and excessive bonding;
(3) Noncompetitive pricing practices between firms or between affiliated companies;
(4) Noncompetitive contracts to consultants that are on retainer contracts;
(5) Organizational conflicts of interest;
(6) Specifying only a "brand name" product instead of allowing "an equal" product to be
offered and describing the performance or other relevant requirements of the
procurement; and
(7) Any arbitrary action in the procurement process.
(b) The non -Federal entity must conduct procurements in a manner that prohibits the use of
statutorily or administratively imposed state, local, or tribal geographical preferences in
the evaluation of bids or proposals, except in those cases where applicable Federal
statutes expressly mandate or encourage geographic preference. Nothing in this section
preempts state licensing laws. When contracting for architectural and engineering (A/E)
services, geographic location may be a selection criterion provided its application leaves
an appropriate number of qualified firms, given the nature and size of the project, to
compete for the contract.
(c) The non -Federal entity must have written procedures for procurement transactions. These
procedures must ensure that all solicitations:
(1) Incorporate a clear and accurate description of the technical requirements for the
material, product, or service to be procured. Such description must not, in competitive
procurements, contain features which unduly restrict competition. The description
may include a statement of the qualitative nature of the material, product or service to
be procured and, when necessary, must set forth those minimum essential
characteristics and standards to which it must conform if it is to satisfy its intended
use. Detailed product specifications should be avoided if at all possible. When it is
impractical or uneconomical to make a clear and accurate description of the technical
requirements, a "brand name or equivalent" description may be used as a means to
define the performance or other salient requirements of procurement. The specific
features of the named brand which must be met by offers must be clearly stated; and
(2) Identify all requirements which the offerors must fulfill and all other factors to be
used in evaluating bids or proposals.
(d) The non -Federal entity must ensure that all prequalified lists of persons, firms, or
products which are used in acquiring goods and services are current and include enough
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qualified sources to ensure maximum open and free competition. Also, the non -Federal
entity must not preclude potential bidders from qualifying during the solicitation period.
[78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 20141
200.320 Methods of procurement to be followed.
The non -Federal entity must use one of the following methods of procurement.
(a) Procurement by micro -purchases. Procurement by micro -purchase is the acquisition of
supplies or services, the aggregate dollar amount of which does not exceed the micro -
purchase threshold (200.67 Micro -purchase). To the extent practicable, the non -Federal
entity must distribute micro -purchases equitably among qualified suppliers. Micro -
purchases may be awarded without soliciting competitive quotations if the non -Federal
entity considers the price to be reasonable.
(b) Procurement by small purchase procedures. Small purchase procedures are those
relatively simple and informal procurement methods for securing services, supplies, or
other property that do not cost more than the Simplified Acquisition Threshold. If small
purchase procedures are used, price or rate quotations must be obtained from an adequate
number of qualified sources.
(c) Procurement by sealed bids (formal advertising). Bids are publicly solicited and a firm
fixed price contract (lump sum or unit price) is awarded to the responsible bidder whose
bid, conforming with all the material terms and conditions of the invitation for bids, is the
lowest in price. The sealed bid method is the preferred method for procuring
construction, if the conditions in paragraph (c)(1) of this section apply.
(1) In order for sealed bidding to be feasible, the following conditions should be present:
(i) A complete, adequate, and realistic specification or purchase description is
available;
(ii) Two or more responsible bidders are willing and able to compete effectively for
the business; and
(iii) The procurement lends itself to a firm fixed price contract and the selection of the
successful bidder can be made principally on the basis of price.
(2) If sealed bids are used, the following requirements apply:
(i) Bids must be solicited from an adequate number of known suppliers, providing
them sufficient response time prior to the date set for opening the bids, for state,
local, and tribal governments, the invitation for bids must be publically
advertised;
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(ii) The invitation for bids, which will include any specifications and pertinent
attachments, must define the items or services in order for the bidder to properly
respond;
(iii) All bids will be opened at the time and place prescribed in the invitation for bids,
and for local and tribal governments, the bids must be opened publicly;
(iv) A firm fixed price contract award will be made in writing to the lowest
responsive and responsible bidder. Where specified in bidding documents, factors
such as discounts, transportation cost, and life cycle costs must be considered in
determining which bid is lowest. Payment discounts will only be used to
determine the low bid when prior experience indicates that such discounts are
usually taken advantage of, and
(v) Any or all bids may be rejected if there is a sound documented reason.
(d) Procurement by competitive proposals. The technique of competitive proposals is
normally conducted with more than one source submitting an offer, and either a fixed
price or cost -reimbursement type contract is awarded. It is generally used when
conditions are not appropriate for the use of sealed bids. If this method is used, the
following requirements apply:
(1) Requests for proposals must be publicized and identify all evaluation factors and their
relative importance. Any response to publicized requests for proposals must be
considered to the maximum extent practical;
(2) Proposals must be solicited from an adequate number of qualified sources;
(3) The non -Federal entity must have a written method for conducting technical
evaluations of the proposals received and for selecting recipients;
(4) Contracts must be awarded to the responsible firm whose proposal is most
advantageous to the program, with price and other factors considered; and
(5) The non -Federal entity may use competitive proposal procedures for qualifications -
based procurement of architectural/engineering (A/E) professional services whereby
competitors' qualifications are evaluated and the most qualified competitor is
selected, subject to negotiation of fair and reasonable compensation. The method,
where price is not used as a selection factor, can only be used in procurement of A/E
professional services. It cannot be used to purchase other types of services though
A/E firms are a potential source to perform the proposed effort.
(e) [Reserved]
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(f) Procurement by noncompetitive proposals. Procurement by noncompetitive proposals is
procurement through solicitation of a proposal from only one source and may be used
only when one or more of the following circumstances apply:
(1) The item is available only from a single source;
(2) The public exigency or emergency for the requirement will not permit a delay
resulting from competitive solicitation;
(3) The Federal awarding agency or pass-through entity expressly authorizes
noncompetitive proposals in response to a written request from the non -Federal
entity; or
(4) After solicitation of a number of sources, competition is determined inadequate.
[78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014]
200.321 Contracting with small and minority businesses, women's business enterprises,
and labor surplus area firms.
(a) The non -Federal entity must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used when
possible.
(b) Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are
solicited whenever they are potential sources;
(3) Dividing total requirements, when economically feasible, into smaller tasks or
quantities to permit maximum participation by small and minority businesses, and
women's business enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the
Department of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative
steps listed in paragraphs (1) through (5) of this section.
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200.322 Procurement of recovered materials.
A non -Federal entity that is a state agency or agency of a political subdivision of a state and its
contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring
only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR
part 247 that contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item exceeds
$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000;
procuring solid waste management services in a manner that maximizes energy and resource
recovery; and establishing an affirmative procurement program for procurement of recovered
materials identified in the EPA guidelines.
[78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014]
200.323 Contract cost and price.
(a) The non -Federal entity must perform a cost or price analysis in connection with every
procurement action in excess of the Simplified Acquisition Threshold including contract
modifications. The method and degree of analysis is dependent on the facts surrounding
the particular procurement situation, but as a starting point, the non -Federal entity must
make independent estimates before receiving bids or proposals.
(b) The non -Federal entity must negotiate profit as a separate element of the price for each
contract in which there is no price competition and in all cases where cost analysis is
performed. To establish a fair and reasonable profit, consideration must be given to the
complexity of the work to be performed, the risk borne by the contractor, the contractor's
investment, the amount of subcontracting, the quality of its record of past performance,
and industry profit rates in the surrounding geographical area for similar work.
(c) Costs or prices based on estimated costs for contracts under the Federal award are
allowable only to the extent that costs incurred or cost estimates included in negotiated
prices would be allowable for the non -Federal entity under Subpart E—Cost Principles of
this part. The non -Federal entity may reference its own cost principles that comply with
the Federal cost principles.
(d) The cost plus a percentage of cost and percentage of construction cost methods of
contracting must not be used.
200.324 Federal awarding agency or pass-through entity review.
(a) The non -Federal entity must make available, upon request of the Federal awarding agency
or pass-through entity, technical specifications on proposed procurements where the
Federal awarding agency or pass-through entity believes such review is needed to ensure
that the item or service specified is the one being proposed for acquisition. This review
generally will take place prior to the time the specification is incorporated into a
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solicitation document. However, if the non -Federal entity desires to have the review
accomplished after a solicitation has been developed, the Federal awarding agency or
pass-through entity may still review the specifications, with such review usually limited
to the technical aspects of the proposed purchase.
(b) The non -Federal entity must make available upon request, for the Federal awarding
agency or pass-through entity pre -procurement review, procurement documents, such as
requests for proposals or invitations for bids, or independent cost estimates, when:
(1) The non -Federal entity's procurement procedures or operation fails to comply with the
procurement standards in this part;
(2) The procurement is expected to exceed the Simplified Acquisition Threshold and is to
be awarded without competition or only one bid or offer is received in response to a
solicitation;
(3) The procurement, which is expected to exceed the Simplified Acquisition Threshold,
specifies a "brand name" product;
(4) The proposed contract is more than the Simplified Acquisition Threshold and is to be
awarded to other than the apparent low bidder under a sealed bid procurement; or
(5) A proposed contract modification changes the scope of a contract or increases the
contract amount by more than the Simplified Acquisition Threshold.
(c) The non -Federal entity is exempt from the pre -procurement review in paragraph (b) of
this section if the Federal awarding agency or pass-through entity determines that its
procurement systems comply with the standards of this part.
(1) The non -Federal entity may request that its procurement system be reviewed by the
Federal awarding agency or pass-through entity to determine whether its system
meets these standards in order for its system to be certified. Generally, these reviews
must occur where there is continuous high -dollar funding, and third party contracts
are awarded on a regular basis;
(2) The non -Federal entity may self -certify its procurement system. Such self -
certification must not limit the Federal awarding agency's right to survey the system.
Under a self -certification procedure, the Federal awarding agency may rely on written
assurances from the non -Federal entity that it is complying with these standards. The
non -Federal entity must cite specific policies, procedures, regulations, or standards as
being in compliance with these requirements and have its system available for review.
200.325 Bonding requirements.
For construction or facility improvement contracts or subcontracts exceeding the Simplified
Acquisition Threshold, the Federal awarding agency or pass-through entity may accept the
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bonding policy and requirements of the non -Federal entity provided that the Federal awarding
agency or pass-through entity has made a determination that the Federal interest is adequately
protected. If such a determination has not been made, the minimum requirements must be as
follows:
(a) A bid guarantee from each bidder equivalent to five percent of the bid price. The "bid
guarantee" must consist of a firm commitment such as a bid bond, certified check, or
other negotiable instrument accompanying a bid as assurance that the bidder will, upon
acceptance of the bid, execute such contractual documents as may be required within the
time specified.
(b) A performance bond on the part of the contractor for 100 percent of the contract price. A
"performance bond" is one executed in connection with a contract to secure fulfillment of
all the contractor's obligations under such contract.
(c) A payment bond on the part of the contractor for 100 percent of the contract price. A
"payment bond" is one executed in connection with a contract to assure payment as
required by law of all persons supplying labor and material in the execution of the work
provided for in the contract.
200.326 Contract provisions.
The non -Federal entity's contracts must contain the applicable provisions described in Appendix
II to Part 200—Contract Provisions for non -Federal Entity Contracts Under Federal Awards.
4. EQUIPMENT (2 CFR 200.313)
See also 200.439 Equipment and other capital expenditures.
(a) Title. Subject to the obligations and conditions set forth in this section, title to equipment
acquired under a Federal award will vest upon acquisition in the non -Federal entity.
Unless a statute specifically authorizes the Federal agency to vest title in the non -Federal
entity without further obligation to the Federal Government, and the Federal agency
elects to do so, the title must be a conditional title. Title must vest in the non -Federal
entity subject to the following conditions:
(1) Use the equipment for the authorized purposes of the project during the period of
performance, or until the property is no longer needed for the purposes of the project.
(2) Not encumber the property without approval of the Federal awarding agency or pass-
through entity.
(3) Use and dispose of the property in accordance with paragraphs (b), (c) and (e) of this
section.
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(b) A state must use, manage and dispose of equipment acquired under a Federal award by
the state in accordance with state laws and procedures. Other non -Federal entities must
follow paragraphs (c) through (e) of this section.
(c) Use.
(1) Equipment must be used by the non -Federal entity in the program or project for which
it was acquired as long as needed, whether or not the project or program continues to
be supported by the Federal award, and the non -Federal entity must not encumber the
property without prior approval of the Federal awarding agency. When no longer
needed for the original program or project, the equipment may be used in other
activities supported by the Federal awarding agency, in the following order of
priority:
(i) Activities under a Federal award from the Federal awarding agency which funded
the original program or project, then
(ii) Activities under Federal awards from other Federal awarding agencies. This
includes consolidated equipment for information technology systems.
(2) During the time that equipment is used on the project or program for which it was
acquired, the non -Federal entity must also make equipment available for use on other
projects or programs currently or previously supported by the Federal Government,
provided that such use will not interfere with the work on the projects or program for
which it was originally acquired. First preference for other use must be given to other
programs or projects supported by Federal awarding agency that financed the
equipment and second preference must be given to programs or projects under
Federal awards from other Federal awarding agencies. Use for non -federally -funded
programs or projects is also permissible. User fees should be considered if
appropriate.
(3) Notwithstanding the encouragement in 200.307 Program income to earn program
income, the non -Federal entity must not use equipment acquired with the Federal
award to provide services for a fee that is less than private companies charge for
equivalent services unless specifically authorized by Federal statute for as long as the
Federal Government retains an interest in the equipment.
(4) When acquiring replacement equipment, the non -Federal entity may use the
equipment to be replaced as a trade-in or sell the property and use the proceeds to
offset the cost of the replacement property.
(d) Management requirements. Procedures for managing equipment (including replacement
equipment), whether acquired in whole or in part under a Federal award, until disposition
takes place will, as a minimum, meet the following requirements:
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(1) Property records must be maintained that include a description of the property, a
serial number or other identification number, the source of funding for the property
(including the FAIN), who holds title, the acquisition date, and cost of the property,
percentage of Federal participation in the project costs for the Federal award under
which the property was acquired, the location, use and condition of the property, and
any ultimate disposition data including the date of disposal and sale price of the
property.
(2) A physical inventory of the property must be taken and the results reconciled with the
property records at least once every two years.
(3) A control system must be developed to ensure adequate safeguards to prevent loss,
damage, or theft of the property. Any loss, damage, or theft must be investigated.
(4) Adequate maintenance procedures must be developed to keep the property in good
condition.
(5) If the non -Federal entity is authorized or required to sell the property, proper sales
procedures must be established to ensure the highest possible return.
(e) Disposition. When original or replacement equipment acquired under a Federal award is
no longer needed for the original project or program or for other activities currently or
previously supported by a Federal awarding agency, except as otherwise provided in
Federal statutes, regulations, or Federal awarding agency disposition instructions, the
non -Federal entity must request disposition instructions from the Federal awarding
agency if required by the terms and conditions of the Federal award. Disposition of the
equipment will be made as follows, in accordance with Federal awarding agency
disposition instructions:
(1) Items of equipment with a current per unit fair market value of $5,000 or less may be
retained, sold or otherwise disposed of with no further obligation to the Federal
awarding agency.
(2) Except as provided in 200.312 Federally -owned and exempt property, paragraph (b),
or if the Federal awarding agency fails to provide requested disposition instructions
within 120 days, items of equipment with a current per-unit fair -market value in
excess of $5,000 may be retained by the non -Federal entity or sold. The Federal
awarding agency is entitled to an amount calculated by multiplying the current market
value or proceeds from sale by the Federal awarding agency's percentage of
participation in the cost of the original purchase. If the equipment is sold, the Federal
awarding agency may permit the non -Federal entity to deduct and retain from the
Federal share $500 or ten percent of the proceeds, whichever is less, for its selling
and handling expenses.
(3) The non -Federal entity may transfer title to the property to the Federal Government or
to an eligible third party provided that, in such cases, the non -Federal entity must be
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entitled to compensation for its attributable percentage of the current fair market
value of the property.
(4) In cases where a non -Federal entity fails to take appropriate disposition actions, the
Federal awarding agency may direct the non -Federal entity to take disposition
actions.
[78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75884, Dec. 19, 2014]
5. SUPPLIES (2 CFR 200.314)
See also 200.453 Materials and supplies costs, including costs of computing devices.
(a) Title to supplies will vest in the non -Federal entity upon acquisition. If there is a residual
inventory of unused supplies exceeding $5,000 in total aggregate value upon termination
or completion of the project or program and the supplies are not needed for any other
Federal award, the non -Federal entity must retain the supplies for use on other activities
or sell them, but must, in either case, compensate the Federal Government for its share.
The amount of compensation must be computed in the same manner as for equipment.
See 200.313 Equipment, paragraph (e)(2) for the calculation methodology.
(b) As long as the Federal Government retains an interest in the supplies, the non -Federal
entity must not use supplies acquired under a Federal award to provide services to other
organizations for a fee that is less than private companies charge for equivalent services,
unless specifically authorized by Federal statute.
6. INSPECTION
Reclamation has the right to inspect and evaluate the work performed or being performed under
this Agreement, and the premises where the work is being performed, at all reasonable times and
in a manner that will not unduly delay the work. If Reclamation performs inspection or
evaluation on the premises of the Recipient or a sub -Recipient, the Recipient shall furnish and
shall require sub -recipients to furnish all reasonable facilities and assistance for the safe and
convenient performance of these duties.
7. AUDIT REQUIREMENTS (2 CFR 200.501)
(a) Audit required. A non -Federal entity that expends $750,000 or more during the non -
Federal entity's fiscal year in Federal awards must have a single or program -specific audit
conducted for that year in accordance with the provisions of this part.
(b) Single audit. A non -Federal entity that expends $750,000 or more during the non -Federal
entity's fiscal year in Federal awards must have a single audit conducted in accordance
with 200.514 Scope of audit except when it elects to have a program -specific audit
conducted in accordance with paragraph (c) of this section.
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(c) Program -specific audit election. When an auditee expends Federal awards under only one
Federal program (excluding R&D) and the Federal program's statutes, regulations, or the
terms and conditions of the Federal award do not require a financial statement audit of
the auditee, the auditee may elect to have a program -specific audit conducted in
accordance with 200.507 Program -specific audits. A program -specific audit may not be
elected for R&D unless all of the Federal awards expended were received from the same
Federal agency, or the same Federal agency and the same pass-through entity, and that
Federal agency, or pass-through entity in the case of a subrecipient, approves in advance
a program -specific audit.
(d) Exemption when Federal awards expended are less than $750,000. A non -Federal entity
that expends less than $750,000 during the non -Federal entity's fiscal year in Federal
awards is exempt from Federal audit requirements for that year, except as noted in
200.503 Relation to other audit requirements, but records must be available for review or
audit by appropriate officials of the Federal agency, pass-through entity, and Government
Accountability Office (GAO).
(e) Federally Funded Research and Development Centers (FFRDC). Management of an
auditee that owns or operates a FFRDC may elect to treat the FFRDC as a separate entity
for purposes of this part.
(f) Subrecipients and Contractors. An auditee may simultaneously be a recipient, a
subrecipient, and a contractor. Federal awards expended as a recipient or a subrecipient
are subject to audit under this part. The payments received for goods or services provided
as a contractor are not Federal awards. Section 200.330 Subrecipient and contractor
determinations sets forth the considerations in determining whether payments constitute a
Federal award or a payment for goods or services provided as a contractor.
(g) Compliance responsibility for contractors. In most cases, the auditee's compliance
responsibility for contractors is only to ensure that the procurement, receipt, and payment
for goods and services comply with Federal statutes, regulations, and the terms and
conditions of Federal awards. Federal award compliance requirements normally do not
pass through to contractors. However, the auditee is responsible for ensuring compliance
for procurement transactions which are structured such that the contractor is responsible
for program compliance or the contractor's records must be reviewed to determine
program compliance. Also, when these procurement transactions relate to a major
program, the scope of the audit must include determining whether these transactions are
in compliance with Federal statutes, regulations, and the terms and conditions of Federal
awards.
(h) For-profit subrecipient. Since this part does not apply to for-profit subrecipients, the pass-
through entity is responsible for establishing requirements, as necessary, to ensure
compliance by for-profit subrecipients. The agreement with the for-profit subrecipient
must describe applicable compliance requirements and the for-profit subrecipient's
compliance responsibility. Methods to ensure compliance for Federal awards made to for -
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profit subrecipients may include pre -award audits, monitoring during the agreement, and
post -award audits. See also 200.331 Requirements for pass-through entities.
[78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75887, Dec. 19, 2014]
8. REMEDIES FOR NONCOMPLIANCE (2 CFR 200.338)
200.338 Remedies for noncompliance.
If a non -Federal entity fails to comply with Federal statutes, regulations or the terms and
conditions of a Federal award, the Federal awarding agency or pass-through entity may impose
additional conditions, as described in 200.207 Specific conditions. If the Federal awarding
agency or pass-through entity determines that noncompliance cannot be remedied by imposing
additional conditions, the Federal awarding agency or pass-through entity may take one or more
of the following actions, as appropriate in the circumstances:
(a) Temporarily withhold cash payments pending correction of the deficiency by the non -
Federal entity or more severe enforcement action by the Federal awarding agency or
pass-through entity.
(b) Disallow (that is, deny both use of funds and any applicable matching credit for) all or
part of the cost of the activity or action not in compliance.
(c) Wholly or partly suspend or terminate the Federal award.
(d) Initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and
Federal awarding agency regulations (or in the case of a pass-through entity, recommend
such a proceeding be initiated by a Federal awarding agency).
(e) Withhold further Federal awards for the project or program.
(f) Take other remedies that may be legally available.
9. TERMINATION (2 CFR 200.339)
(a) The Federal award may be terminated in whole or in part as follows:
(1) By the Federal awarding agency or pass-through entity, if a non -Federal entity fails to
comply with the terms and conditions of a Federal award;
(2) By the Federal awarding agency or pass-through entity for cause;
(3) By the Federal awarding agency or pass-through entity with the consent of the non -
Federal entity, in which case the two parties must agree upon the termination
conditions, including the effective date and, in the case of partial termination, the
portion to be terminated; or
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(4) By the non -Federal entity upon sending to the Federal awarding agency or pass-
through entity written notification setting forth the reasons for such termination, the
effective date, and, in the case of partial termination, the portion to be terminated.
However, if the Federal awarding agency or pass-through entity determines in the
case of partial termination that the reduced or modified portion of the Federal award
or subaward will not accomplish the purposes for which the Federal award was made,
the Federal awarding agency or pass-through entity may terminate the Federal award
in its entirety.
(b) When a Federal award is terminated or partially terminated, both the Federal awarding
agency or pass-through entity and the non -Federal entity remain responsible for
compliance with the requirements in 200.343 Closeout and 200.344 Post -closeout
adjustments and continuing responsibilities.
10. DEBARMENT AND SUSPENSION (2 CFR 1400)
The Department of the Interior regulations at 2 CFR 1400—Governmentwide Debarment and
Suspension (Nonprocurement), which adopt the common rule for the governmentwide system of
debarment and suspension for nonprocurement activities, are hereby incorporated by reference
and made a part of this Agreement. By entering into this grant or cooperative Agreement with
the Bureau of Reclamation, the Recipient agrees to comply with 2 CFR 1400, Subpart C, and
agrees to include a similar term or condition in all lower -tier covered transactions. These
regulations are available at http://www.gpoaccess.gov/ecfr/.
11. DRUG-FREE WORKPLACE (2 CFR 182 and 1401)
The Department of the Interior regulations at 2 CFR 140 1 —Governmentwide Requirements for
Drug -Free Workplace (Financial Assistance), which adopt the portion of the Drug -Free
Workplace Act of 1988 (41 U.S.C. 701 et seq, as amended) applicable to grants and cooperative
agreements, are hereby incorporated by reference and made a part of this agreement. By
entering into this grant or cooperative agreement with the Bureau of Reclamation, the Recipient
agrees to comply with 2 CFR 182.
12. ASSURANCES AND CERTIFICATIONS INCORPORATED BY REFERENCE
The provisions of the Assurances, SF 424B or SF 424D as applicable, executed by the Recipient
in connection with this Agreement shall apply with full force and effect to this Agreement. All
anti -discrimination and equal opportunity statutes, regulations, and Executive Orders that apply
to the expenditure of funds under Federal contracts, grants, and cooperative Agreements, loans,
and other forms of Federal assistance. The Recipient shall comply with Title VI or the Civil
Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 504 of the
Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and any program -specific
statutes with anti -discrimination requirements. The Recipient shall comply with civil rights laws
including, but not limited to, the Fair Housing Act, the Fair Credit Reporting Act, the Americans
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with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Equal Educational
Opportunities Act, the Age Discrimination in Employment Act, and the Uniform Relocation Act.
Such Assurances also include, but are not limited to, the promise to comply with all applicable
Federal statutes and orders relating to nondiscrimination in employment, assistance, and housing;
the Hatch Act; Federal wage and hour laws and regulations and work place safety standards;
Federal environmental laws and regulations and the Endangered Species Act; and Federal
protection of rivers and waterways and historic and archeological preservation.
13. COVENANT AGAINST CONTINGENT FEES
The Recipient warrants that no person or agency has been employed or retained to solicit or
secure this Agreement upon an Agreement or understanding for a commission, percentage,
brokerage, or contingent fee, excepting bona fide employees or bona fide offices established and
maintained by the Recipient for the purpose of securing Agreements or business. For breach or
violation of this warranty, the Government shall have the right to annul this Agreement without
liability or, in its discretion, to deduct from the Agreement amount, or otherwise recover, the full
amount of such commission, percentage, brokerage, or contingent fee.
14. TRAFFICKING VICTIMS PROTECTION ACT OF 2000 (2 CFR 175.15)
Trafficking in persons.
(a) Provisions applicable to a recipient that is a private entity.
(1) You as the recipient, your employees, subrecipients under this award, and
subrecipients' employees may not
(i) Engage in severe forms of trafficking in persons during the period of time that the
award is in effect;
(ii) Procure a commercial sex act during the period of time that the award is in effect;
or
(iii) Use forced labor in the performance of the award or subawards under the award.
(2) We as the Federal awarding agency may unilaterally terminate this award, without
penalty, if you or a subrecipient that is a private entity —
(i) Is determined to have violated a prohibition in paragraph a. l of this award term; or
(ii) Has an employee who is determined by the agency official authorized to terminate
the award to have violated a prohibition in paragraph a.I of this award term
through conduct that is either:
(A) Associated with performance under this award; or
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(B) Imputed to you or the subrecipient using the standards and due process for
imputing the conduct of an individual to an organization that are provided in 2
CFR part 180, "OMB Guidelines to Agencies on Governmentwide Debarment
and Suspension (Nonprocurement)," as implemented by our agency at 2 CFR
part 1400.
(b) Provision applicable to a recipient other than a private entity. We as the Federal
awarding agency may unilaterally terminate this award, without penalty, if a subrecipient
that is a private entity—
(1) Is determined to have violated an applicable prohibition in paragraph a. l of this award
term; or
(2) Has an employee who is determined by the agency official authorized to terminate the
award to have violated an applicable prohibition in paragraph a.I of this award term
through conduct that is either:
(i) Associated with performance under this award; or
(ii) Imputed to the subrecipient using the standards and due process for imputing the
conduct of an individual to an organization that are provided in 2 CFR part 180,
"OMB Guidelines to Agencies on Governmentwide Debarment and Suspension
(Nonprocurement)," as implemented by our agency at 2 CFR part 1400.
(c) Provisions applicable to any recipient.
(1) You must inform us immediately of any information you receive from any source
alleging a violation of a prohibition in paragraph a.1 of this award term.
(2) Our right to terminate unilaterally that is described in paragraph a.2 or b of this
section:
(i) Implements section 106(8) of the Trafficking Victims Protection Act of 2000
(TVPA), as amended (22 U.S.C. 7104(g)), and
(ii) Is in addition to all other remedies for noncompliance that are available to us
under this award.
(3) You must include the requirements of paragraph a. l of this award term in any
subaward you make to a private entity.
(d) Definitions. For purposes of this award term:
(1) "Employee" means either:
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(i) An individual employed by you or a subrecipient who is engaged in the
performance of the project or program under this award; or
(ii) Another person engaged in the performance of the project or program under this
award and not compensated by you including, but not limited to, a volunteer or
individual whose services are contributed by a third party as an in-kind
contribution toward cost sharing or matching requirements.
(2) "Forced labor" means labor obtained by any of the following methods: the
recruitment, harboring, transportation, provision, or obtaining of a person for labor or
services, through the use of force, fraud, or coercion for the purpose of subjection to
involuntary servitude, peonage, debt bondage, or slavery.
(3) "Private entity":
(i) Means any entity other than a state, local government, Indian tribe, or foreign
public entity, as those terms are defined in 2 CFR 175.25.
(ii) Includes:
(A) A nonprofit organization, including any nonprofit institution of higher
education, hospital, or tribal organization other than one included in the
definition of Indian tribe at 2 CFR 175.25(b).
(B) A for-profit organization.
(4) "Severe forms of trafficking in persons," "commercial sex act," and "coercion" have
the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102).
15. NEW RESTRICTIONS ON LOBBYING (43 CFR 18)
The Recipient agrees to comply with 43 CFR 18, New Restrictions on Lobbying, including the
following certification:
(a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the
Recipient, to any person for influencing or attempting to influence an officer or employee
of an agency, a Member of Congress, and officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal, amendment,
or modification of any Federal contract, grant, loan, or cooperative agreement.
(b) If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with this Federal contract, grant, loan, or cooperative
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agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure
Form to Report Lobbying" in accordance with its instructions.
(c) The Recipient shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts
under grants, loans, and cooperative agreements) and that all subrecipients shall certify
accordingly. This certification is a material representation of fact upon which reliance
was placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed by
Section 1352, title 31, U.S. Code. Any person who fails to file the required certification
shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for
each such failure.
16. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION
POLICIES ACT OF 1970 (URA) (42 USC 4601 et seq.)
(a) The Uniform Relocation Assistance Act (URA), 42 U.S.C. 4601 et seq., as amended,
requires certain assurances for Reclamation funded land acquisition projects conducted
by a Recipient that cause the displacement of persons, businesses, or farm operations.
Because Reclamation funds only support acquisition of property or interests in property
from willing sellers, it is not anticipated that Reclamation funds will result in any
"displaced persons," as defined under the URA.
(b) However, if Reclamation funds are used for the acquisition of real property that results in
displacement, the URA requires Recipients to ensure that reasonable relocation payments
and other remedies will be provided to any displaced person. Further, when acquiring
real property, Recipients must be guided, to the greatest extent practicable, by the land
acquisition policies in 42 U.S.C. 4651.
(c) Exemptions to the URA and 49 CFR Part 24
(1) The URA provides for an exemption to the appraisal, review and certification rules
for those land acquisitions classified as "voluntary transactions." Such "voluntary
transactions" are classified as those that do not involve an exercise of eminent domain
authority on behalf of a Recipient, and must meet the conditions specified at 49 CFR
24.101(b)(1)(i)-(iv).
(2) For any land acquisition undertaken by a Recipient that receives Reclamation funds,
but does not have authority to acquire the real property by eminent domain, to be
exempt from the requirements of 49 CFR Part 24 the Recipient must:
(i) provide written notification to the owner that it will not acquire the property in
the event negotiations fail to result in an amicable agreement, and;
(ii) inform the owner in writing of what it believes to be the market value of the
property
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(d) Review of Land Acquisition Appraisals. Reclamation reserves the right to review any
land appraisal whether or not such review is required under the URA or 49 CFR 24.104.
Such reviews may be conducted by the Department of the Interior's Appraisal Services
Directorate or a Reclamation authorized designee. When Reclamation determines that a
review of the original appraisal is necessary, Reclamation will notify the Recipient and
provide an estimated completion date of the initial appraisal review.
17. SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER
REQUIREMENTS (2 CFR 25, APPENDIX A)
A. Requirement for System for Award Management
Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient
must maintain the currency of your information in the SAM until you submit the final
financial report required under this award or receive the final payment, whichever is later.
This requires that you review and update the information at least annually after the initial
registration, and more frequently if required by changes in your information or another
award term.
B. Requirement for unique entity identifier
If you are authorized to make subawards under this award, you:
1. Must notify potential subrecipients that no entity (see definition in paragraph C of this
award term) may receive a subaward from you unless the entity has provided its
unique entity identifier to you.
2. May not make a subaward to an entity unless the entity has provided its unique entity
identifier to you.
C. Definitions
For purposes of this award term:
1. System for Award Management (SAM) means the Federal repository into which an
entity must provide information required for the conduct of business as a recipient.
Additional information about registration procedures may be found at the SAM
Internet site (currently at http://www.sam.gov).
2. Unique entity identifier means the identifier required for SAM registration to
uniquely identify business entities.
3. Entity, as it is used in this award term, means all of the following, as defined at 2
CFR part 25, subpart C:
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a. A Governmental organization, which is a State, local government, or Indian
Tribe;
b. A foreign public entity;
c. A domestic or foreign nonprofit organization;
d. A domestic or foreign for-profit organization; and
e. A Federal agency, but only as a subrecipient under an award or subaward to a
non -Federal entity.
4. Subaward:
a. This term means a legal instrument to provide support for the performance of any
portion of the substantive project or program for which you received this award
and that you as the recipient award to an eligible subrecipient.
b. The term does not include your procurement of property and services needed to
carry out the project or program (for further explanation, see 2 CFR 200.330).
c. A subaward may be provided through any legal agreement, including an
agreement that you consider a contract.
5. Subrecipient means an entity that:
a. Receives a subaward from you under this award; and
b. Is accountable to you for the use of the Federal funds provided by the subaward.
18. PROHIBITION ON TEXT MESSAGING AND USING ELECTRONIC EQUIPMENT
SUPPLIED BY THE GOVERNMENT WHILE DRIVING
Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, was
signed by President Barack Obama on October 1, 2009 (ref:
http•//edocket access gpo ova /2009/gdf/E9-24203pdD. This Executive Order introduces a
Federal Government -wide prohibition on the use of text messaging while driving on official
business or while using Government -supplied equipment. Additional guidance enforcing the ban
will be issued at a later date. In the meantime, please adopt and enforce policies that
immediately ban text messaging while driving company-owned or rented vehicles, government-
owned or leased vehicles, or while driving privately owned vehicles when on official
government business or when performing any work for or on behalf of the government.
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19. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170
APPENDIX A)
1. Reporting Subawards and Executive Compensation.
a. Reporting of first-tier subawards.
1. Applicability. Unless you are exempt as provided in paragraph d. of this award
term, you must report each action that obligates $25,000 or more in Federal funds
that does not include Recovery funds (as defined in section 1512(a)(2) of the
American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a
subaward to an entity (see definitions in paragraph e. of this award term).
2. Where and when to report.
i. You must report each obligating action described in paragraph a. l . of this
award term to http.•//www.fsrs.gov.
ii. For subaward information, report no later than the end of the month following
the month in which the obligation was made. (For example, if the obligation
was made on November 7, 2010, the obligation must be reported by no later
than December 31, 2010.)
3. What to report. You must report the information about each obligating action that
the submission instructions posted at http://www.fsrs.g specify.
b. Reporting Total Compensation of Recipient Executives.
1. Applicability and what to report. You must report total compensation for each of
your five most highly compensated executives for the preceding completed fiscal
year, if—
i. the total Federal funding authorized to date under this award is $25,000 or
more;
ii. in the preceding fiscal year, you received—
(A) 80 percent or more of your annual gross revenues from Federal
procurement contracts (and subcontracts) and Federal financial
assistance subject to the Transparency Act, as defined at 2 CFR
170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal
procurement contracts (and subcontracts) and Federal financial
assistance subject to the Transparency Act, as defined at 2 CFR
170.320 (and subawards); and
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iii. The public does not have access to information about the compensation of
the executives through periodic reports filed under section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or
section 6104 of the Internal Revenue Code of 1986. (To determine if the
public has access to the compensation information, see the U.S. Security
and Exchange Commission total compensation filings
at htip://www.sec.gov/answers/execomp.htm.)
2. Where and when to report. You must report executive total compensation
described in paragraph b. 1. of this award term:
i. As part of your registration profile at http://www.ccr.Z.
ii. By the end of the month following the month in which this award is made,
and annually thereafter.
c. Reporting of Total Compensation of Subrecipient Executives.
1. Applicability and what to report. Unless you are exempt as provided in paragraph
d. of this award term, for each first-tier subrecipient under this award, you shall
report the names and total compensation of each of the subrecipient's five most
highly compensated executives for the subrecipient's preceding completed fiscal
year, if—
i. in the subrecipient's preceding fiscal year, the subrecipient received—
(A) 80 percent or more of its annual gross revenues from Federal procurement
contracts (and subcontracts) and Federal financial assistance subject to the
Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
(B) $25,000,000 or more in annual gross revenues from Federal procurement
contracts (and subcontracts), and Federal financial assistance subject to the
Transparency Act (and subawards); and
ii. The public does not have access to information about the compensation of the
executives through periodic reports filed under section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104
of the Internal Revenue Code of 1986. (To determine if the public has access
to the compensation information, see the U.S. Security and Exchange
Commission total compensation filings
at ht(p://www.sec.gov/answers/execomp.htm.)
2. Where and when to report. You must report subrecipient executive total
compensation described in paragraph c.1. of this award term:
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i. To the recipient.
ii. By the end of the month following the month during which you make the
subaward. For example, if a subaward is obligated on any date during the
month of October of a given year (i.e., between October I and 31), you must
report any required compensation information of the subrecipient by
November 30 of that year.
d. Exemptions
If, in the previous tax year, you had gross income, from all sources, under $300,000,
you are exempt from the requirements to report:
i. Subawards, and
ii. The total compensation of the five most highly compensated executives of any
subrecipient.
e. Definitions. For purposes of this award term:
1. Entity means all of the following, as defined in 2 CFR part 25:
i. A Governmental organization, which is a State, local government, or Indian
tribe;
ii. A foreign public entity;
iii. A domestic or foreign nonprofit organization;
iv. A domestic or foreign for-profit organization;
v. A Federal agency, but only as a subrecipient under an award or subaward to a
non -Federal entity.
Executive means officers, managing partners, or any other employees in
management positions.
3. Subaward:
i. This term means a legal instrument to provide support for the performance of
any portion of the substantive project or program for which you received this
award and that you as the recipient award to an eligible subrecipient.
ii. The term does not include your procurement of property and services needed
to carry out the project or program (for further explanation, see Sec. .210
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of the attachment to OMB Circular A-133, "Audits of States, Local
Governments, and Non -Profit Organizations").
iii. A subaward may be provided through any legal agreement, including an
agreement that you or a subrecipient considers a contract.
4. Subrecipient means an entity that:
i. Receives a subaward from you (the recipient) under this award; and
ii. Is accountable to you for the use of the Federal funds provided by the
subaward.
5. Total compensation means the cash and noncash dollar value earned by the
executive during the recipient's or subrecipient's preceding fiscal year and
includes the following (for more information see 17 CFR 229.402(c)(2)):
i. Salary and bonus.
ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar
amount recognized for financial statement reporting purposes with respect to
the fiscal year in accordance with the Statement of Financial Accounting
Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.
iii. Earnings for services under non -equity incentive plans. This does not include
group life, health, hospitalization or medical reimbursement plans that do not
discriminate in favor of executives, and are available generally to all salaried
employees.
iv. Change in pension value. This is the change in present value of defined
benefit and actuarial pension plans.
v. Above -market earnings on deferred compensation which is not tax -qualified.
vi. Other compensation, if the aggregate value of all such other compensation
(e.g. severance, termination payments, value of life insurance paid on behalf
of the employee, perquisites or property) for the executive exceeds $10,000.
20. RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013)
(a) This award and employees working on this financial assistance agreement will be subject
to the whistleblower rights and remedies in the pilot program on Award Recipient
employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the
National Defense Authorization Act for Fiscal Year 2013 (Pub.L. 112-239).
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(b) The Award Recipient shall inform its employees in writing, in the predominant language
of the workforce, of employee whistleblower rights and protections under 41 U.S.0 4712.
(c) The Award Recipient shall insert the substance of this clause, including this paragraph
(c), in all subawards or subcontracts over the simplified acquisition threshold. 48 CFR
52.203-17 (as referenced in 48 CFR 3.908-9).
21. RECIPIENT INTEGRITY AND PERFORMANCE MATTERS (APPENDIX XII to 2
CFR Part 200)
A. Reporting of Matters Related to Recipient Integrity and Performance
1. General Reporting Requirement
If the total value of your currently active grants, cooperative agreements, and
procurement contracts from all Federal awarding agencies exceeds $10,000,000 for
any period of time during the period of performance of this Federal award, then you
as the recipient during that period of time must maintain the currency of information
reported to the System for Award Management (SAM) that is made available in the
designated integrity and performance system (currently the Federal Awardee
Performance and Integrity Information System (FAPIIS)) about civil, criminal, or
administrative proceedings described in paragraph 2 of this award term and condition.
This is a statutory requirement under section 872 of Public Law 110-417, as amended
(41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all
information posted in the designated integrity and performance system on or after
April 15, 2011, except past performance reviews required for Federal procurement
contracts, will be publicly available.
2. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
a. Is in connection with the award or performance of a grant, cooperative agreement,
or procurement contract from the Federal Government;
b. Reached its final disposition during the most recent five year period; and
c. Is one of the following:
(1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5
of this award term and condition;
(2) A civil proceeding that resulted in a finding of fault and liability and payment
of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000
or more;
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(3) An administrative proceeding, as defined in paragraph 5. of this award term
and condition, that resulted in a finding of fault and liability and your payment
of either a monetary fine or penalty of $5,000 or more or reimbursement,
restitution, or damages in excess of $100,000; or
(4) Any other criminal, civil, or administrative proceeding if:
(i) It could have led to an outcome described in paragraph 2.c.(1), (2), or (3)
of this award term and condition;
(ii) It had a different disposition arrived at by consent or compromise with an
acknowledgment of fault on your part; and
(iii) The requirement in this award term and condition to disclose information
about the proceeding does not conflict with applicable laws and
regulations.
3. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about
each proceeding described in paragraph 2 of this award term and condition. You do
not need to submit the information a second time under assistance awards that you
received if you already provided the information through SAM because you were
required to do so under Federal procurement contracts that you were awarded.
4. Reporting Frequency
During any period of time when you are subject to the requirement in paragraph 1 of
this award term and condition, you must report proceedings information through
SAM for the most recent five year period, either to report new information about any
proceeding(s) that you have not reported previously or affirm that there is no new
information to report. Recipients that have Federal contract, grant, and cooperative
agreement awards with a cumulative total value greater than $10,000,000 must
disclose semiannually any information about the criminal, civil, and administrative
proceedings.
5. Definitions
For purposes of this award term and condition:
a. Administrative proceeding means a non judicial process that is adjudicatory in
nature in order to make a determination of fault or liability (e.g., Securities and
Exchange Commission Administrative proceedings, Civilian Board of Contract
Appeals proceedings, and Armed Services Board of Contract Appeals
proceedings). This includes proceedings at the Federal and State level but only in
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connection with perfonnance of a Federal contract or grant. It does not include
audits, site visits, corrective plans, or inspection of deliverables.
b. Conviction, for purposes of this award term and condition, means a judgment or
conviction of a criminal offense by any court of competent jurisdiction, whether
entered upon a verdict or a plea, and includes a conviction entered upon a plea of
nolo contendere.
c. Total value of currently active grants, cooperative agreements, and procurement
contracts includes—
(1) Only the Federal share of the funding under any Federal award with a
recipient cost share or match; and
(2) The value of all expected funding increments under a Federal award and
options, even if not yet exercised.
22. CONFLICTS OF INTEREST
(a) Applicability.
(1) This section intends to ensure that non -Federal entities and their employees take
appropriate steps to avoid conflicts of interest in their responsibilities under or with
respect to Federal financial assistance agreements.
(2) In the procurement of supplies, equipment, construction, and services by recipients
and by subrecipients, the conflict of interest provisions in 2 CFR 200.318 apply.
(b) Requirements.
(1) Non -Federal entities must avoid prohibited conflicts of interest, including any
significant financial interests that could cause a reasonable person to question the
recipient's ability to provide impartial, technically sound, and objective performance
under or with respect to a Federal financial assistance agreement.
(2) In addition to any other prohibitions that may apply with respect to conflicts of
interest, no key official of an actual or proposed recipient or subrecipient, who is
substantially involved in the proposal or project, may have been a former Federal
employee who, within the last one (1) year, participated personally and substantially
in the evaluation, award, or administration of an award with respect to that recipient
or subrecipient or in development of the requirement leading to the funding
announcement.
(3) No actual or prospective recipient or subrecipient may solicit, obtain, or use non-
public information regarding the evaluation, award, or administration of an award to
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that recipient or subrecipient or the development of a Federal financial assistance
opportunity that may be of competitive interest to that recipient or subrecipient.
(c) Notification.
(1) Non -Federal entities, including applicants for financial assistance awards, must
disclose in writing any conflict of interest to the DOI awarding agency or pass-
through entity in accordance with 2 CFR 200.112, Conflicts of Interest.
(2) Recipients must establish internal controls that include, at a minimum, procedures to
identify, disclose, and mitigate or eliminate identified conflicts of interest. The
recipient is responsible for notifying the Financial Assistance Officer in writing of
any conflicts of interest that may arise during the life of the award, including those
that have been reported by subrecipients.
(d) Restrictions on Lobbying. Non -Federal entities are strictly prohibited from using funds
under this grant or cooperative agreement for lobbying activities and must provide the
required certifications and disclosures pursuant to 4 3 CFR Part 18 and 31 USC 13 52.
(e) Review Procedures. The Financial Assistance Officer will examine each conflict of
interest disclosure on the basis of its particular facts and the nature of the proposed grant or
cooperative agreement, and will determine whether a significant potential conflict exists and,
if it does, develop an appropriate means for resolving it.
(f) Enforcement. Failure to resolve conflicts of interest in a manner that satisfies the
Government may be cause for termination of the award. Failure to make required disclosures
may result in any of the remedies described in 2 CFR 200.338, Remedies for
Noncompliance, including suspension or debarment (see also 2 CFR Part 180).
23. DATA AVAILABILITY
(a) Applicability. The Department of the Interior is committed to basing its decisions on the
best available science and providing the American people with enough information to
thoughtfully and substantively evaluate the data, methodology, and analysis used by the
Department to inform its decisions.
(b) Use of Data. The regulations at 2 CFR 200.315 apply to data produced under a Federal
award, including the provision that the Federal Government has the right to obtain,
reproduce, publish, or otherwise use the data produced under a Federal award as well as
authorize others to receive, reproduce, publish, or otherwise use such data for Federal
purposes.
(c) Availability of Data. The recipient shall make the data produced under this award and
any subaward(s) available to the Government for public release, consistent with
applicable law, to allow meaningful third -party evaluation and reproduction of the
following:
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(i) The scientific data relied upon;
(ii) The analysis relied upon; and
(iii) The methodology, including models, used to gather and analyze data.
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