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Home My WebLink AboutC-8582-1 - Purchase, Installation, and Maintenance Agreement for Automated Meter Infrastructure for City Water MetersPURCHASE, 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 22nd day of January, 2019 ("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: RECITALS 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 two hundred fifty (250) meters and related infrastructure as a proof of performance test phase. C. 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. D. 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 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. 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's sole remedy being extension of the Agreement pursuant to this Section. 3. TERM Unless earlier terminated in accordance with Section 18 of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein or until June 30, 2021, whichever occurs first. 4. COMPENSATION 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. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items, subcontractor fees, contingency, and bonding shall not exceed One Hundred Ninety One Thousand One Hundred Twenty Three Dollars and 76/100 ($191,123.76) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. Mueller Systems, LLC Page 2 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills 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 The Special Provisions in Exhibit "A" set forth the schedule that City and Contractor shall follow regarding the Proof of Performance ("POP") phase. 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. 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. Mueller Systems, LLC Page 3 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 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, agents, 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 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, 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 relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, and Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly 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 including, Mueller Systems, LLC Page 4 without limitation, defects in workmanship or materials and/or design defects; 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 shall be limited to the maximum amount of its insurance coverage for claims arising out non -negligent and non -intentional 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. 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 equirements: 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 Mueller Systems, LLC Page 5 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. 9. INDEPENDENT CONTRACTOR 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. 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 "C," 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 "D" 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 "E" 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 Mueller Systems, LLC Page 6 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-Casualtv. 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 and overtime work 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 done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director 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. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall 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. 13.2 Unless otherwise exempt by law, Contractor warrants that no contractor or subcontractor was listed on the bid proposal for the Services that it is not currently registered and qualified to perform public work. Contractor further warrants that it 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. Mueller Systems, LLC Page 7 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"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 16.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify 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: Kevin Cornejo Mueller Systems, LLC P.O. Box 128 10210 Statesville Boulevard Cleveland, NC 27013 Mueller Systems, LLC Page 8 18. TERMINATION 18.1 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. 18.2 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. 18.3 Non -Acceptance of the Proof of Performance ("POP") Phase. Without limiting the rights of City in the foregoing provisions of this Section 18, in the event that City determines that it will not accept the Project after Contractor has completed the POP phase, the Contractor will be given a 30 calendar day notice to remove all installed infrastructure at no cost to the City, and replace meters installed with meters provided by the City at no cost to City. 19. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project site(s), has become familiar with 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. 20. WARRANTY 20.1 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 shall run from the date of installation of units to the City, provided same is not unreasonably delayed by City. 20.2 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 any defect, including non-conformance with the Mueller Systems, LLC Page 9 specifications, either (at its option) by repairing any defective or damaged parts of the equipment, or by making available any necessary replacement parts, delivered and installed without additional charge to City within seven (7) working days. City will return the defective product to Contractor, at Contractor's expense. Contractor shall repair or replace the defective item and return it to City, shipping costs prepaid. Contractor shall perform any necessary testing, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractor's equipment. 20.3 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. 21. REPRESENTATIONS 21.1 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. 21.2 Authority. 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 party 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. 21.3 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. 22. CONFIDENTIAL INFORMATION. 22.1 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 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 Mueller Systems, LLC Page 10 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. 22.2 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. 22.3 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. 23. OWNERSHIP OF DOCUMENTS 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 Consultant, 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 Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, 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 Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 24. ASSIGNMENT This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. 25. STANDARD PROVISIONS 25.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 25.2 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, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. Mueller Systems, LLC Page 11 25.3 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. 25.4 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. 25.5 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. 25.6 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. 25.7 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. 25.8 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. 25.9 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. 25.10 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. 25.11 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. 25.12 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 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 01. 10. 117 By: hey Aaion . Harp U" City Attorney ATTEST: Date: By: � ani I. town ity CI rk CITY OF NEWPORT BEACH, a California municipal corporation Date: c By: Dianb B. Dixo Mayor CONTRACTOR: Mueller Systems, LLC a Delaware limit d liability company Date: B Y: /Ali P, _1a9'&a-n-A41 ViCB_rPsid,en.t R Ge ral tanager L'x"C LG S. S"i — VP [END OF SIGNATURES] Attachments: Exhibit A — Scope of Work Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Exhibit D — Labor and Materials Payment Bond Exhibit E — Faithful Performance Bond Mueller Systems, LLC Page 13 EXHIBIT A SCOPE OF WORK Mueller Systems, LLC Page A-1 CITY OF NEWPORT BEACH AGREEMENT Ilial k i a MUELLER SYSTEMS AUTOMATED METER INFRASTRUCTURE (AMI) PURCHASE, INSTALLATION & MAINTENANCE AGREEMENT EXHIBIT A SCOPE OF WORK AND SPECIAL PROVISIONS EXHIBIT A - SCOPE OF WORK SPECIAL PROVISIONS The provisions on this page of Special Provisions shall supplement the subsequent provisions of the Scope of Work and, if inconsistent with such Scope, shall modify the subsequent provisions of the Scope of Work. 1. Following Agreement execution, the City shall issue to Contractor a Notice to Proceed ("NTP") to commence the Proof of Performance ("POP") phase. 2. The POP phase, as further described herein (reference Section 10.2) involves: 21 Installation and testing of a limited number of collectors, 250 water meters encompassing multiple metering groups including residential, commercial, and irrigation, the AMI head -end software, and the Meter Data Management System ("MDMS") software and the integration of meter data from the AMI head - end to the MDMS; and 22 Testing the ability to integrate into the City's customer portal by Smart Energy Water, and Enterprise Resource Planning ("ERP") System by Tyler Technologies for water billing. The intent of this phase is to prove basic end-to-end connectivity to ensure accurate billing of the City's customers and integration with the City's customer interface system usability scale ("SUS"). 3. The POP phase shall only commence after a NTP from the City is received by the Contractor. 4. In the event Contractor does not meet the criteria set forth in this Scope of Work and the City exercises its discretion and decides not to accept the Project after the POP phase, the City may give the Contractor a 30 -day notice to remove all installed infrastructure at no cost to the City, and replace meters installed with meters provided by the City, at no cost to City. 5. The Schedule of Billing Rates for the POP phase can be referenced in Exhibit B, Schedule of Billing Rates, Attachment 1. 6. Exhibit B, Schedule of Billing Rates, incorporates all of the work included within this Exhibit A, Scope of Services. Any work or other expense of any nature whatsoever which is not included within this Scope of Services shall require prior written authorization of the City. Scope of Work - City of Newport Beach 1 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: 1. Propagation Study Case 29268 12 13 2018 2. 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Ln C L 3 a O 0 Oaj O -CL M o -a aj U L O o� Q) m 3 -2 C]A rLn a) Q Q CUO L (U +� 0 v w_ C m v U C v L 0 u Q N - m V) � m vii V7 N C to U C 'Z }L CLvv � In N C cv O L O L U X N C to N U L �� L N Q dA vvi n a y co L aj mN wa >. -0 7 f0 Q Q U v f0 O Z aj Q- cr O Q tn C: r� a) v Q D v v O o cf x Q Ln L -LUM E Z i a J V) LU LU w 0 a W O Z 3 Q m V1 CL F- CITY OF NEWPORT BEACH AGREEMENT WITH MUELLER SYSTEMS AUTOMATED METER INFRASTRUCTURE (AMI) PURCHASE, INSTALLATION & MAINTENANCE AGREEMENT EXHIBIT A (SCOPE OF WORK) ATTACHMENT 2 SOFTWARE INTEGRATION PLAN Software Integration Plan Mueller sysTEMs Purpose of Document The purpose of the document is to specify background information, business requirements, interface integration, automated data processing, testing, and user acceptance for the AMI software implementation with the City of Newport Beach (" City'). AMI Integration Plan 1. Scope Summary Mueller SYSTEMS)' The City is implementing Mueller Systems AMI software (Mi.Host) for water service. The Utility's billing system, Tyler Technologies MUNIS, will interface with Mi.Host for the following items: • Customer Data Synchronization (CIS Upload File) • Meter Data Synchronization (Meter Swap File) • Billing Data Exchange (Billing Request/ Response Files) 2. Business Details 2.1 Business Background The City is implementing Mueller Systems AMI software and will interface with Mi.Host for the following items: • Customer Data Synchronization (CIS Upload File) • Meter Data Synchronization (Meter Swap File) • Billing Data Exchange (Billing Request/ Response Files) 2.2 Assumptions • If multiple meters exist at one site, each meter is accounted for via unique meter location ID 3. Interface Scope 3.1 Detailed Process Description Before installation of meters can commence, the City must provide a complete CIS Upload file which will be used to sync Mi.Host to the billing system. This file will contain all customer relevant information needed for the installation process. If at any point, during or after the installation is completed, the customer data changes (e.g. customer move, new construction, etc.), the City will provide a subsequent CIS file for upload in order to maintain consistency between the databases and for accuracy during the billing process. The CIS file will be uploaded manually using the Mi.Net User Interface for the initial and any update files. Once the installation of meters has commenced, the meter swap file can be generated within the Mi.Net User Interface. The initial meter swap file will include all old and new meter information for meters that have been added or swapped during the installation. After the installation has completed, the meter swap file can be generated at any time for any timeframe within the Mi.Net User Interface for meter additions, swaps and removals. The City will be notified of when the billing interfaces have been completed and Mi.Host can accept the billing request file. The request file will contain all records that are ready for billing and Mi.Host will return a billing response file that includes the most recent read for the date range requested. The Mi.Net User Interface will be accessible via: https://newportbeach.muellersystems.net 2 v AMI Integration Plan Mueller SYSTEMS 3.2 Interface Logic This section contains the logic, customizations, data elements and file formats for each interface identified for this software implementation. 3.2.1.1 Customer Data Synchronization (CIS File) The CIS File includes all relevant customer information from City to Mi.Host and will be provided as a comma separated value (CSV) file. The file will contain the following fields: Product Type Unique ID Account Number Route Sequence Customer Address Street 1 Customer Address Street 2 City State Zip Code Meter's Serial Number Meter Size Meter Make (Manufacturer) Last Billed Read Reading Units Last Read Date For any field within the user interface (except unique meter location ID/Unique ID), if a value is not passed, it will be stored as 'Unknown' or as a blank value. (NOTE: if any of these values are updated on the handheld during the install process, they will be passed and updated in the database as well). The initial CIS file should be provided to Mueller Systems and will be used to populate the Mi.Host database manually. Any changes to the customer information after installation should be passed to Mi.Host in the same file format. (NOTE: for changes after installation, Mueller Systems can either accept a full extractor just changed information). If the file format needs to be changed for any reason, Mueller Systems must be notified of this in order to make the appropriate configuration changes before the file is uploaded. 3 [AMI Integration Plan Mueller SYSTEMS 3.2.1.2 Meter Data Synchronization (Meter Swap File) Mueller Standard File The meter swap file can be generated within the Mi.Net User Interface and will contain the following fields: Unique ID Account Number Old Serial Number Old Final Read New Serial Number New Meter Manufacturer New Meter Form (size) New Read Latitude Longitude Last Read Date Node ID The new meter's initial read is assumed to be the value of 0. If the new meter's initial read is something other than 0, then the read will need to be entered by the installer and will be passed into the `New Read' field in the file. The old final read will be equal to the reading taken at the time of the swap and the last read date will be equal to the date of the new meter install. The file can be generated within the Mi.Net user interface at any point after meter installation begins. The file format will be comma delimited and passed with the following naming convention: Asset Report DD-MM-YYYY to DD-MM-YYYY. txt' 3.2.1.3 Billing Data Exchange (Request/ Response Files) The billing interface will consist of 2 file exchanges. The billing request will be sent by the City to Mi.Host requesting reading information for specified customers, and the billing response will be sent from Mi.Host to the City with the associated meter read data. Both files will be passed as comma separated value (CSV) file. 4 AMI Integration Plan Mueller sysTenns Billing Request File: The City will send a billing request file to Mi.Host with the following fields: Unique ID Account Number Serial Number Product Type Customer Address Street 1 Customer Address City State Zip Code Billing Response File: Once the billing request file is received, Mi.Host will send a response file with the following fields: Mi.Host Field Name CIS Field Name Unique ID Account Number Serial Number Reading Read Date (mm/dd/yyyy; hh:mm:ss:tt) All reads will be sent back as the raw read (the read from the spinning dials on the register). No multipliers will be added and no manipulation will be performed to the reads that are received from the field. The City will add multipliers to the read for billing if necessary The response file will be sent as a comma delimited file with the naming convention of: 'Billing _Output.csv Manual Reads: Manual reads are only passed within the billing response file following the process below: Within the Mi.Host User Interface, the billing request file will be uploaded for a specified date range. Selecting 'Process file for missing reads' will determine if a reading exists for a unique meter location ID within the specified date range: AMI Integration Plan Mueller sysrEMs v Manual Billing File Processing Billing Input Type: Florence v Start date: — End date: 5r1ot2013 0- File to Process: I Browse... Process file for missing readings Process file for finalization File to Retrieve:UPLOAD 67261 3 1 011 02 AL1.csv v Download and leave on server Delete Processed file from server In the case that no reading exists for a particular unique meter location ID for the requested date range, a 'cell' will be created. The cell can then be downloaded to the handheld device in order for the field to take manual reads. Once this process is complete and the handheld is synced, the manual read information is passed to Mi.Host. A billing request file can now be uploaded and the 'Process for finalization' button can be selected. The response file will now include all reads including the manual reads taken prior to the finalization process. Current Manual Readings Cell listing Number : Account[D : Street : Last Read Cell 932 (I.tanual Reads -612512013) 15 units, 0 done Cell 914 (6lanual Reads -&712013)18 units, 0 done View Selected Cell Delete Selected Cell View Selected Cell Report: -Default- v Using a Consumption +1- Range Using a Time interval between readings (minutes): 'to Generate Report In the case the file is not processed for manual reads, and no reading exists for a particular unique meter location ID for the requested date range, the file will return a null value for the associated unique meter location ID. rl AMI Integration Plan Mueller SYSTEMS Final Reads for Move Outs: The billing request and response files are designed to provide billing information at the end of a billing cycle. Final Reads for move -outs and other off -cycle events can be readily acquired using the Mi.Net User Interface on -demand read functionality. With just two mouse clicks the Customer Service Representative can obtain a read at any time desired. Quick Search: 1 GO Clear Advanced Search. jAlll i Polebk U R.—h I ® IN m �� Service Addftc� -ILn I U d Nu, Or, -1 '? I � m I—m 02-005052 20n -Demand Rd 52899 E2120121100: 00 PIA 61720 12/1312012900.OD PIA 8821 Gal IJ 02-,005052 2on-0emane Ra 20551 55201312: 00: 00 AIA 0 CF J 20-000001 201 Union Streal-Ilormal 73427 611.V201111D6:00 PIA 152791 5/670136:00: 00 AM 79264 Gal i 202 Unun Street -N-1 125586 621/20121100:00 PIA 162294 5520136:00 00 AIA 36706 Gal 0✓ 20400 203 Uron Slreel- SPnnkk, 662740 6212012 I1 00:00 PIA 871032 51620135.00'.00 AIA 188292 Gel Click 1 -Select the account to read Click 2 -Select On -Demand Read The read is returned within a minute without rolling a truck 4. Testing/ Acceptance Mueller Systems will notify the Utility of system readiness to commence testing. All test files will be provided in the format mutually agreed upon in the AMI integration plan. The Utility will create customer data files within 2 days of test start date. Mueller Systems and the Utility will mutually agree on the interface file content and file delivery methods for testing purposes. Mueller Systems will notify the Utility of successful file processing to or from Mi.Host within 1 day of file delivery. Mueller Systems will provide written test results within 5 days of the conclusion of the tests. If the test results fall within performance criteria set forth below, Mueller Systems will provide written notice of successful completion. If the test results fall outside of performance criteria set forth below, either party will communicate failure within one week of occurrence. Mueller Systems will determine point of failure (i.e. either the Utility end point failure or interface failure). Mueller System will provide reports of data failure(s) from Mi.Host and / or the Utility will provide reports of data failure(s) from the relevant customer system. Once Mueller Systems determines where the point of failure occurs, the Utility and Mueller Systems will mutually agree upon a timeframe for remediation and resolution. 7 CITY OF NEWPORT BEACH AGREEMENT WITH MUELLER SYSTEMS AUTOMATED METER INFRASTRUCTURE (AMI) PURCHASE, INSTALLATION & MAINTENANCE AGREEMENT EXHIBIT A (SCOPE OF WORK) ATTACHMENT 3 CONSUMER PORTAL INTEGRATION PLAN Consumer Portal Integration Plan Purpose of Document The purpose of this document is to specify background information, business requirements, interface integration, automated data processing, testing, and acceptance for interfaces to a third party consumer portal for the City of Newport Beach ("City") Background City wants to use their existing consumer portal vendor to provide consumers access to AMI data. This document defines the interface requirements. The data involved in this project contains no personal information of the City's clients or residents. In order to ensure complete data security, 128 -bit encryption is used in communication with collectors. Web access utilizes Transport Layer Security (TLS) protocols and 1024 -bit key encryption. Access to the data and manipulation is based on user roles and authenticated login credentials. Configurable security allows the City to provide different levels of access and permissions based upon each username. Integi Interval ion Points r data will be transmitted daily between the Mueller Mi.Host AMI system and City Mueller Mi.Host=> Newport Beach Consumer Portal Interfaces o� daVS eP°� o\(ead5 \tam p" N C�\e5 e5 d Wo 06�e�d \��\odeknit r r x AMI Server Interval Report est Newport Beach Consumer Portal Server Interval Report Mueller Secure FTP Server General Description Mueller will send a daily report with the hourly reads and usage of the City's utility customers. All times with in the report shall use the universal time convention (UTC). File Format 2 Consumer Portal Integration Plan The file will contain comma separated values and a header row. A sample report is shown on the next page. File Naming The file will be named "Interval Report.csv" with no spaces between the characters. Field's The report shall contain the following fields separated by commas. 1 1 Locationld 100004 2 ReadingDateTime 11/08/2017 00:00:00.000 3 Processed DateTime 11/08/201710:00:52.950 4 Reading 33874.4 File Transfer Mueller will create and maintain an FTP site for file transfers to/from City. Mueller will establish a folder on the FTP site for the Interval Report. Mueller will daily transmit the Interval Report to the FTP site. City will be responsible for downloading the Interval Report from the FTP site. The URL for the FTP site will be ftp://prodftp.muellersystems.net/newportbeach Sample File —Daily Interval Report Locationld, Read ingDateTime,Processed DateTime,Read ing 100004,11/08/2017 00:00:00.000,11/08/2017 10:00:52.950,33874.4 100004,11/08/2017 01:00:00.000,11/08/2017 10:00:53.040,33877.4 100004,11/08/2017 02:00:00.000,11/08/2017 10:00:53.090,33878.9 100004,11/08/2017 03:00:00.000,11/08/2017 10:00:53.140,33878.9 100004,11/08/2017 04:00:00.000,11/08/2017 10:00:53.187,33878.9 100004,11/08/2017 05:00:00.000,11/08/2017 10:00:53.247,33878.9 100013,11/0712017 06:00:00.000,11/08/2017 09:01:40.567,1263.4 100013,11/07/2017 07:00:00.000,11/08/2017 09:01:40.750,1263.4 100013,11/07/2017 08:00:00.000,11/08/2017 09:01:40.830,1263.4 100013,11/07/2017 09:00:00.000,11/08/2017 09:01:40.887,1263.4 100013,11/07/2017 10:00:00.000,11/08/2017 09:01:40.960,1263.4 100013,11/07/2017 11:00:00.000,11/08/2017 09:01:41.020,1287.1 100013,11/07/2017 12:00:00.000,11/08/2017 09:01:41.090,1293.2 100013,11/07/2017 13:00:00.000,11/08/2017 09:01:41.163,1296.6 100013,11/07/2017 14:00:00.000,11/08/2017 09:01:41.230,1296.6 100013,11/07/2017 15:00:00-000,11/08/2017 09:01:41.277,1296.6 100013,11/07/2017 16:00:00.000,11/08/2017 09:01:41.340,1296.6 100013,11/07/2017 17:00:00.000,11/08/2017 09:01:41.390,1296.6 100013,11/07/2017 18:00:00.000,11/08/2017 09:01:41.473,1296.6 100013,11/07/2017 19:00:00.000,11/08/2017 09:01:41.547,1296.6 100013,11/07/2017 20:00:00.000,11/08/2017 09:01:41.607,1296.6 100013,11/07/2017 21:00:00.000,11/08/2017 09:01:41.677,1296.6 100013,11/07/2017 22:00:00.000,11/08/2017 09:01:41.733,1296.6 100013,11/07/2017 23:00:00.000,11/08/2017 09:01:41.797,1308.5 Consumer Portal Integration Plan 100013,11/08/2017 00:00:00.000,11/08/2017 09:01:41.870,1310.9 Testing / Acceptance Mueller Systems will complete a full test cycle for all files internally within its quality assurance ("QA") group. Acceptance of this testing and user acceptance testing will be coordinated with City during the testing cycle. Upon successful completion of tests, City will provide acceptance of file interfaces. 4 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 FMM i .. �Ne tl Objective The objective of the EAP is to verify that the AMI 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 AMI System. Unless stated otherwise below, any disputes regarding the performance of the AMI 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 1. 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 conclusionof 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 HES/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 procedureover again. Test Performance Criteria Collection of Billing Data Formula Performance Criteria is 98.5% reads during the applicable Billing Window* Performance Criteria = 100 x ([Successful Communications] / [Expected Communications]) Mueller SYSTEMS Page 2 W -Net * 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/MDM. Expected Communications is defined as a billing read from each active account in HES/MDM. 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 or the network equipment that serves a Mi.Node has been affected by a 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. Mueller SYSTEMS Page 3 FM L M 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. Mueller SYSTEMS Page 4 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 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, nodes, Invoiced upon Delivery collectors, etc.) Annual MiHost software hosting fee Invoiced annually 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, If project is completed sooner than established, all remaining fees Meter/endpoint installation Device installed and has reported to M Oil be billed ett p, oject completion. MiHost Collector and repeater installation Installation complete and device reporting 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 and device reporting to MiHost CIS Integration Fee Invoiced upon Completion of Proof of Performance Phase Change Orders Fulfilment of the elements contained Review of invoice and satisfactory within the change order and invoiced completion of the elements within the to the City change order. 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 ATTACH ME NT 6: UTILITY ROLES & RESPONSIBILITIES City of Newport Beach Personnel System Sponsor • Overall executive sponsor of system (Project j • 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) j Review and approval of System Test Plan results ___.__.____._._ �j I • Training and readiness to assume post deployment responsibilities Y Network • Approval of network installation procedures and device locations Equipment . Acceptance of network device installation Manager . Field inspection of network installations as necessary . 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 asnecessary • Training and readiness to assume post deployment responsibilities ResponsibilitiesRoles and Responsibilities - Post Deployment Function System Sponsor • Overall executive sponsor of system (Project Provide resources Executive leadership Administrator) • Removeobstacles • Approves system plans and budgets System Operator • Mi.Net® account management 9 MS Office proficiency Network Equipment Manager • 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 • Maintenance and operation of repeaters, • Knowledge of Utility billing system • Knowledge of Utility operational practices collectors, field tools • Understanding of RF systems • Field test/troubleshooting of • MS Office proficiency meters/nodes • Proficiency of meter installation, Meter/Endpoint • Maintenance of meters/nodes test procedures, and equipment Manager • Field test/troubleshoot of meters/nodes • Proficiency with Software and Handheld 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 Attachment 7: Mi.Net' 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 o Overview of different tabs o Viewing all water & electric accounts o Viewing individual accounts and detail o Creating reports o Changing passwords o Advanced search o Performing on -demand reads o 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: 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 II 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: MiHost Software Review o Overview of different tabs o Water and electric pages o Detailed reporting Alerts o Water o Email configuration o 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. 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 Attachment 8: Software / Equipment Warranty LIMITED WARRANTY FOR MUELLER SYSTEMS PRODUCTS Product Warranty Subject to the limitations and conditions set forth herein, Mueller Systems warrants that commencing from the date of shipment to the Customer and continuing for the period set forth in Appendix A (referred to as the "Warranty Period"); (a) the Hardware and goods will be free from defects in materials and workmanship under normal use, installation and service conditions; (b) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (c) the Software substantially conforms to the applicable published Mueller Systems functional specifications for the Software. Except as provided for in Appendix A, Mueller Systems will, at its option, either repair or replace the Product if it malfunctions or becomes inoperable due to a defect in workmanship or materials during the Warranty Period. If in its sole discretion Mueller Systems determines that it is unable to repair or replace the Product, it will refund to Customer a pro -rated amount paid for the defective Product. Products that are repaired or replaced under this Warranty will be warranted for the remainder of the original Warranty Period or 30 days, whichever is longer. Exclusions If, in Mueller Systems' sole judgment, a Product has been subject to misuse, neglect or accident or has been damaged through abuse, alternation, improper installation or application, failure to follow Mueller Systems' operation or maintenance instructions or negligence in transportation, handling, or storage, or repaired by anyone other than Mueller Systems or its authorized personnel, this Warranty will not be applicable. For Software, this Warranty will not apply if there has been a change to the Software's operating environment not made or authorized by Mueller Systems; Customer fails to install any correction or enhancement provided by Mueller Systems; or a virus is introduced through no fault of Mueller Systems. This Warranty will also not cover damage due to acts of God, power failures, lightening, fire, fold, severe weather, hailstorms, insect and pest infestation, and other events reasonable beyond Mueller Systems' control. Product Return., Claims under this Warranty will be considered if submitted to Mueller Systems within 60 days following the discovery of any defect covered by this Warranty and provided Mueller Systems or its agents are permitted a commercially reasonable opportunity to examine and analyze the material or workmanship claimed to be defective. If Mueller Systems elects to repair the Product, Customer will send it, properly packaged, to a repair facility designated by Mueller Systems. Customer will pay the cost of returning defective Products to the place of repair designated by Mueller Systems and Mueller Systems will pay the cost of delivering repaired or replacement Products to Customer. Limits of Warranty and Liability Except for damage arising out of Mueller System's negligence or willful misconduct, damage to persons or property or other loss or injury resulting from defects in the Products or from improper installation or use shall not be the responsibility of Mueller Systems. With respect to such damages, Mueller Systems will not under any circumstance be liable for any indirect, special, incidental or consequential damages of any nature, whether based on contract, tort or other legal theory including but not limited to, business interruption costs, loss of profit or revenue, loss of data, loss of use of services, cost of capital, cost of substitute services or facilities, downtime costs or damages and expenses arising out of third -party claims, even if Mueller Systems has been advised of the possibility of such damages. In all such cases, Mueller Systems' total liability will be limited to the total payments made by Customer to Mueller Systems for the Products and services provided. Disclaimer of Warranty EXCEPT AS EXPRESSLY SET FORTH IN THIS WARRANTY, MUELLER SYSTEMS DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCI IANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WARRANTIES AGAINST TITLE AND AGAINST 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 Tl IE EXPRESS WARRANTY PERIOD. APPENDIX A 1. AMR / AMI Products': Software - Mi.Host, Mi.Data, MCM (Meter Control Management), MCM Mobile, EZReader and other software products are covered by a one (1) year warranty from the date of shipment or provision to Customer. Hardware - Mi.Node electric (Smart Meter), Mi.Hub Data Collector, Street Machine RF Receiver, PitStop handheld receivers, TRuRead remotes, laptops PC's, Server Hardware and all other peripheral electronic products are covered by a one (1) year warranty from the date of shipment to Customer. Radio Modules - Mi.Node TM water modules and Hot RodTM modules are covered by a ten (10) year warranty from the date of shipment to Customer. Additionally, Mi.Node water modules and Hot Rod TM modules are covered by a prorated warranty for years eleven (11) through fifteen (15) at a fifty -percent (50%) discount, years sixteen (16) through twenty (20) at a twenty -five -percent (25%) discount Mi.Hydrant and Repeater Transceivers are covered by a ten (10) year warranty from the date of shipment to Customer. 420RDM (Remote Disconnect Valve) meters are covered by a five (5) year warranty from the date of shipment to Customer. All prorated warranty credits listed will apply to list pricing in effect at the time of the return. Encoder Register Products - Hersey Translatorlm Encoder registers, Hersey SSR Solid State Register, Wall Pads and Pit Pads are covered by a ten (10) year warranty from the date of shipment to Customer. Additionally, the complete unit is covered by a prorated warranty for years eleven (11) through fifteen (15) at a filly -percent (50%) discount, years sixteen (16) through twenty (20) at a twenty -five -percent (25%) discount from the date of shipment to Customer All prorated warranty credits listed will apply to list pricing in effect at the time of the return. 2. Water Metering Products: Models 400, 500, MVR, RFM, FM3, HM, and HbMag cold -water meters and detector check models, EDCIV are covered for a period of one (1) year from the date of shipment to Customer. Maincases for the above listed meters are covered for a period of twenty-five (25) years from the date of shipment to Customer. Standard Registers for the above listed meters are covered for a period of fifteen (15) years from the date of shipment to Customer. Models 400 and 500 meters perform to AWWA new meter accuracy standards as defined in the most current revision for a period of five (5) years from the date of shipment to Customer. Models MVR, RFM, FM3, HM and HbMag meters perform to AWWA new meter accuracy standard as defined in the most current revision for a period of one (1) year from the date of shipment to Customer. Models 400 and 500 meters perform to AWWA repaired meter accuracy standards for the following time periods: 5/8" - Fifteen (15) years from the date of shipment to Customer or the registration of 1,750,000 US. gallons, whichever comes first; 3/4" - Fifteen (15) years from the date of shipment to Customer or the registration of 2,000,000 U.S gallons, whichever comes first; I" - Fifteen (15) years from the date of shipment to Customer or the registration of 3,000,000 U S. gallons, whichever comes first; 1-1/2" - Fifteen (15) years from the date of shipment to Customer or the registration of 5,500,000 U.S gallons, whichever comes first; Unless otherwise expressly stated herein, all warranty terms are provided from the date of delivery of units to Customer, provided same is not unreasonably delayed by Customer. 2" - Fifteen (15) years from the date of shipment to Customer or the registration of 8,500,000 US gallons whichever comes first. If the above listed meters do not perform as specified, Provider will repair or replace them at Provider's option subject to the following: Provider shall be determined to not be performing as guaranteed if it fails to pass an accuracy test, conducted by the customer according to AWWA standards. If the meter is inoperative because of foreign material, all such material must be removed prior to testing. A copy of the customer's test results must accompany the Hersey meter being returned. If the customer chooses not to test a Hersey meter before returning it, Provider will repair or replace the meter at Provider's option after the meter has been tested by Provider. When test is conducted by Provider, the customer will be charged a reasonable testing fee. 3. All Other Goods Not Otherwise Identified: All other goods not otherwise identified herein are covered by a warranty period of duration that is industry standard for such particular good, beginning from the date of shipment or provision to Customer. EXHIBIT B SCHEDULE OF BILLING RATES Mueller Systems, LLC Page B-1 N W a V Z J J_ m LL J N a) c 3 a, r E a v E crW Q O d n v a O` O a- 0 F 3 7 O p w w F- 3 � Y 0 p 3 O O O O 7 Y w O - Y o -0 3 7 Y 30: 0 j 3 20 °3 oO U E�o 0 o a a (U a) E u 3 3 ,u: v 0 u o 3 3 n w O O O v7 0 3 (D w O C O ' O O 3 .0 c O m .D bD 00 O m m O m cd -a 3 3 a W p a) N w oc U� V 7 0 O L O a) O m O u K C u u O 7 - O O N � m w w w w w z s C m m 3 7 D Q Q 7 7 w w w w v V 0 0 0 0 0 0 0 0 00 W O C M a1 C V1 LD LO m LG t N V VF i/T VF V, in N N v) 00000000 0 0 0 0 0 0 0 o o o o m m o o OOw0r,v00 O Ln M Ln of cr O Ln vT r -4 v v v N N in +n to Vi V1 V). +n An. .;T 'IT v . . . - O _O U U u w � 0 O O O O K c w u w U v u u 0 C c C O C C p C O O C O u u u u v u O C � w N N J Lr L v y U u U c u c U c w w m co Z p Z u Z u u O O 'o m J OvC wJwC b3 y 0.c' Z 3 c O oo C C c Z C Z L C72 a, aw+ U aw+ U w U U w - 3 = o c p�.m0.m0 3.Eh0 3 0` 3 app w w 11 w w c o c ° ° w z z a¢ z z v H H c W w c ;° 0 3 0 3 v o 3 v 3 v Z a an L 00 m C N w m14 0 o o z O z m W bo Lnn w C 'oD v •m - 'w w o = w +- w a) a) w v w v 0 0 0 in am+ K '6 0 ;o — O K O K tr O K K K K 'O Ln u a-. 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V} VT V� to N in Vi O O O N N a1 W v W v v o oo 1p o v W O GN o0n No N r, o o a) Vl Lu) . i oo a) oo a1 oo oo a) oo of oo o r» o o .-i .-r �� r4 Ln N m v v Ln Ln N a N N N N -1 N aN-i N LD m Vi Vi V). V. in V? in in VT Vi V. V. Vi in in V1 V? V. V1 in V) VA rl Lnm LnON0000ONo oomor,LnLn Ln N r, m ti N N Q, v a) v cN cN N� Y w w c w c c L m a) v) <n C of C Ln C w by 'O w -O w Q N Q U1 Q bl) c c c 2 E c k E E 3 _ 3 3 O Q 3-c u O -C u o O 0 0 Q c u o 0 0 _ 3 o' - 3= 3= w LL w� 3 O Q O Q� O Q j Q y Ou p o O u E u E u E E E v O (= w Li O u 2 u w o o J x_\ r u\ v u 3 v U) w w G G w Y7 3 3 3 3 3 3 Y Y y w L aaaaaaaQQQc w N N w w ww w w w w w w w w O 3 z z z z z z z z z z c�_ o a o .Ln m rl N H N N m m v v v 1p to w W o0 c H r l w Y Y m m m Lr Cf = C c c w w w w w w cr LY K m m m c Q) U U CL a a 00)) aa)) w m m m K K LY m m b0 333 00 to bo C C C v v v a a a 0 0 0 Ln N ' N LOO Ln O v 0) Ln -1 L? V? VT VT O O O O O O O O Ln LA Ln Ln r, n n LO m VfV)VnVn r, Ln v N I� N ' O t0 V � � l0 W0 O O O .�-I .^-1 c^-1 Ln N Ln o0 N O Ir m m N m N .--I M ti n O c-1 —1 N e-1 14 1-1 -4 r4 1-1 N 000 O W o0 tb eq tb o0 W tb 00 00 O O O v1 00 tp tb tb tb 00 00 oo oo tp cn Cn 0'1 to to to to to to to to to to to N VT Vl 4^ V). V} V? Vl to V? V? V! V� � rV 0 W O O N O c 0 0^ Ln M m N n m N `a, v v a1 ai v ai w _ v -0 -o 0 0 0 0 0 0 0 v a-0 w Q� v n v Q c c 2 E c 2 E 2 E 7 7 0 7O O 0o_ c o r u oo _0 u a v 7 7 _ O O. O n O Q Q o o 7 Y 7 E E v E E -o O O O O B LL O O Y O Y ti 1i U V U U ` U -O 2 du d O i d O b- O al J J F 2 F 2 a F 2 a 2 LL O N a1 Q n n n Q Q Q a Q Q o N w N a/ a) al a/ a! a7 w 'D Z Z Z Z Z Z Z Z Z Z = = = = � = = O N m rn V d' C t0 t0 t0 00 00 m a -i N H b u� a m n t N m O M V ^ ti o ^ ^ m trivv ri Ot n � H H N LL O w w o Q F a 0 � w c O v - Q w c m o NZ O - V w CEJ e K O0 Ec w a 0 m E POP FEE SCHEDULE MS Part No. Category/ ]tem Q ... it Unit Price Extended Price Description MS -G4 -AC -B -3G Collectors 4 S 4,000.00 S 16,000.00 Mi.Hub MS -G4 -AC -B -3G -R Tower Collector XXR I S 42975.00 S 4,975.00 Mi.Hub XXR MSW.NODE4-AC Repeater 4 $ 960.00 $ 3,840.00 W.Re ter MS-H4.HH-INST-KIT RF installation hand-held $ 4,800,00 $ MLTech VOGB438 5/8" Me,- 127 S 127.00 S 16,129.00 5/8" X 3/4" 420 Bronze, PB, Solid State digital Reg with Mi.node Radio VOHB238 3/4" Meters S 160.00 $ 3/4" 435 Bronze,Di Solid State ital Re with Mi.node Radio VOKS238 1" Meters 75 $ IMMIX) $ 13,500.00 1"452 Bronze, Solid State Digital Reg with Mi.node radio W0NB138 I-1/2" Meters (LOW FLOW) 3 $ 429.26 1 $ 1,287.78 1 1/2" 562 Bronze Meter with Solid State Reg and Mi.node Radio Q9NSI05M4 1-1/2" Meters (HIGH FLOW) I S 455.27 $ 455.27 1 12" MVR 100 Bronze Meter 2 bolt Ran a in standard lay length and Mi.node Radio WOPB138 2" Meters (LOW FLOW) 15 S 525.20 S 7,878.00 2" 572 Bronze Meter with Solid State Reg and Mi.node Q9PSI05M4 2" Meters (HIGH FLOW) 16 $ 531.93 $ 8,510.88 2" MVR 160 Bronze Meter 2 bolt flange in standard lay length and Mi.node Radio PARTS 3" Neptune Tru/Flo Compound Meters - Re inter 2 $ 258.82 $ 517.64 3" Neptune TmFlo Compound E -Coder Retrofit Registers w/3' Nicor Connector, CF PARTS 3" Neptune HPT Compound Meters - Re iscer S 129.41 $ 3" Ne tune HPT E -Coder Retrofit Register w/3' Nicor Connector, CF PARTS 4" Neptune Tru/Flo Compound Meters - Re iscer III S 258.82 S 2,070.56 4" Neptune TmFlo Compound E -Coder Retrofit Registers w/3' Nicor Connector, CF PARTS 4" Neptune HPT Compound Meters - Re inter S 4" Ne tune HPT E -Coder Retrofit Re ister w/3'Nicor Connector, CF PARTS 4" Nepmne Ims tectus III Compound MetersRe inter $ 4" Ne tune Pre a nts III E -Coder Retrofit Re isters w/3'Nicer Connector, CF PARTS 6" Nepmne Tru/Fle, Compound Meters - Re ister 2 PS258.82 $ 517.24 6" Ne tune TmFlo Cam and E -Coder Retrofit Re isters w/3' Nicor Connector, CFPARTS 6" Nepmne LIFT Compound Meters - Re ister S 6" Neptune HPT E -Coder Retrofit Register w/3'Nicer Connector, CF PARTS 6" Neptune Proctectus III Compound Meters Re iscer 1 $ 258.82 $ 258.82 6" Ne tune Protectus III E -Coda Retrofit Registers w/3' Nic r Connector, CF PARTS 8" Neptune HFT Compound Meters - Re Wsr S 8" N tune HPT E -Coder Retrofit Register w/3' Nicor Connector, CF PARTS 8" Neptune Proctectus III Compound Meters Register S 8" Ne nine Promews IB E -Coder Recrofit Registers w/3' Nicor Connector, CF PARTS 10,000 Meter Bushings S James Jones Meter BushingPart NE -129H MSW-NODE4-IP-05 Mi.nWe Radio w/ Nicer for Reg. Retro 13 S ES40.73 780.00 Mi.node 4 Radio with Nicer Connector MS-TCLM Through the Lid Mi.node Mounting Brackets 250 S 987.50 TTLM PARTS 3/4"DFW Meter Lid 127 $ 3,921.76 15X9X1-3/16"C" GRAY TR NO HOOK 'NEWPORT' POLYMER LID PARTS V DFW Meter Lid 75 $ 31054.75 18X11 "C" GRAY TOUCH READ 'NO HOOK- NEWPORT' POLYMER LID PARTS 2" DFW Meter Lid 35 S 71.78 $ 2,512.30 15X9XI-3/16 "C" GRAY TR NO HOOK 'NEWPORT- POLYMER LID Annual M1HostSaftivare Hosting Fee MSW -S -PH -ALL -30K Annual AMI Headend Software Hosting Fee S 37,200.00 $ 5 year contracted price (price held for 5 years S $ Annual Handheld Maintenance E E MS -H -M -YR Yearly Maintenance Charge for Handhelds S 2,000.00 S $ 5 Annual Col! for Maintenance MS -G -M -YR Mi.Hub Celle-, Maintenance Charge S 500.00 S S $ Professional Services Fee MS -PROJECT -50K I'r ject Management S 8.00 S S $ Meted Endpoint Installation LABOR -400 5/8" Meters - Change Out Labor 127 S 75.00 S 9,525.00 P-ilin Wage Rate Priced at Residential Laborer Rat, LABOR -400 3/4" Meters - Change Out Labor S 75.00 $ Pre -ding Wage Rate Priced at Residential Laborer Rate LABOR -400 I" Meters - Change Out Labor 75 S 75.00 S 5,625.00 Prevailing Wage Rate Priced at Residential Laborer Rate LABOR -500 1-1/2" Meters - Change Out Labor 4 $ 365.00 S 1,460.00 Prenctiling Wage Rate Priced at Residential Laborer Rate LABOR -500 2" Meters - Change Out Labor 31 S 365.00 S 11,315.00 Prevailing Wage Rate Priced at Residential Laborer Rate LABOR -RETRO 3" Neptune Tn✓Flo Compound Meters - Labor Register Retro 2 S 158.81 $ 31T62 LABOR -RETRO 3" Neptune HPT Compound Meters - Labor Register Retro S 158.81 $ LABOR -RETRO 4" Neptune Tru/Flo Compound Meters - Labor Register Retro 8 $ 158.81 S 1,270.48 LABOR -RETRO 4" Neptune HPT Compound Meters - Labor Reauster Retro S 158.81 $ LABOR -RETRO 4" Neptune Procarte s IH Compound Meters Labor Register Retro S 158.81 $ LABOR -RETRO 6" Neptune Tru/FIo Compound Meters - Labor Register Retro 2 S 158.81 $ 317.62 LABOR -RETRO 6" Nepmne HPT Compound Meters - Labor Resuster Retro S 158.81 S LABOR -RETRO 6" Neptune Proctectus III Compound Meters Labor Register R.U. i S 158.81 $ 158.81 LABOR -RETRO 8" Neptune HPT Compound Meters - Labor Roamer Retro S 158.81 $ LABOR -RETRO 8" Neptune Prectectus III Compound Meters Labor Re inter Retro S 158.81 $ LABOR -RETRO 3/4" DFW Meter Lid Installation - Labor 127 S 3.00 S 38100 LABOR -RETRO I" DFW Meter Lid Installation -Labor 75 S 3.00 S 225.00 LABOR -RETRO 2" DFW Meter Lid Installation - Labor 35 $ 3.00 S 105.00 LABOR -RETRO Meter Lid Drilling- Labor $ FILM $ S S Collector and Repeater installation LABOR COLLECTOR 3 Installation- Collectors - Labor 4 S 1,500.00 $ 6,000.00 Mi.Hub Install LABOR REPEATER 3 Installation. Repeaters- Labor 4 S 1,500.00 $ 6,000.00 MiRepeate, Install LABOR COLLECTOR 4 Installation- Tower Collector - Labor 1 S 11,945.00 S 11,945.00 Mi. Hub XXR Install Trelning MS -T -TRAIN -DAY Training and Documentation S 3,000.00 S Recommended 3 da . Each additional day 53000 S S Propagation Study MS -T -PROP Propagation Study I S 4,500.00 S 4,500.00 Collector Backhaul Fees MS-CELLULAR Back Haul Services for Collectors $ 500.00 S S S CIS /ntegradon Pee MS-T-CIS-FILE AMUMDMS System Integration 1 S 24,000.00 S 241000.00 Tyled MUNIS or other rovider S S - Change Orders for Other Water Meter Related Equipment d d - Echoshore DX, Acoustic Leak Detection Module S 807.00 $ - Echoshore DX, Basic Leak Monitoring Service S 50.04 $ Echoshore DX, Node Installation S 162.00 S Remote Disconnect Meter $ 297.00 S 170,342.03 EXHIBIT C 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 C-1 not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. 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. 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. Mueller Systems, LLC Page C-2 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 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. H. 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 C-3 EXHIBIT D CITY OF NEWPORT BEACH BOND NO. CMS0325511 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, RLI Insurance Company 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 One Hundred Ninety One Thousand One Hundred Twenty Three Dollars and 76/100 ($191,123.76), 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 D-1 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. 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 5th day of March , 20 19 . Mueller Systems, LLC Name of Contractor (Principal) RLI Insurance Company Name of Surety 9025 N. Lindbergh Drive, Peoria, IL 61615 Address of Surety (404) 439-8915 Telephone Frank Kinnett (CA License #OE97688) Print Name and Title Attorney -in -Fact NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED Mueller Systems, LLC Page D-2 Authorized Si ature/Title :��Qa�''"''••"= Authorized Agent Signature•.•. Frank Kinnett (CA License #OE97688) Print Name and Title Attorney -in -Fact NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED Mueller Systems, LLC Page D-2 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 County of ss. of �.eov�ia- ra On $4� dE:14 o f lk r,c , 2012_ before me, Va, A,,,n is •��Notary Public, personally appeared N(Zlne((e— M e- C"',n ,titl'r,v� who proved to me on the basis o 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. 1111111111// WIT ESS my han n fficial seal. ��.ssio..� 'ci eNn•A9t�lJ� �T�� r Signature _ 0 i�a��- ' a 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 County of Fulton On March 5th Renae Suzanne Parent Frank Kinnett ss. of 60-600 881111101 � a 2019 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. 11t1i111��// I certify under PENALTY OF PERJURY under the laws of the State ov @I p5p foregoing paragraph is true and correct. �.` �, :.�5sioivF•.,9F'�� WIT ESS my h nd and official eal. = a 'OYAAY 9�N� Signatur �'^':% „ psq}) ' �� O��UARY �5�••��o�� Mueller Systems, LLC Page D-3 POWER OF ATTORNEY RLI Insurance Company Contractors Bonding and Insurance Company 9025 N. Lindbergh Dr. Peoria, IL 61615 Phone: 800-645-2402 Knoiv All Men by These Presents: That this Power of Attorney is not valid or in effect unless attached to the bond which it authorizes executed, but may be detached by the approving officer if desired. That RLI Insurance Company and/or Contractors Bonding and Insurance Company, each an Illinois corporation, (separately and together, the "Company") do hereby make, constitute and appoint: John E. Genet, Jarrod Hitt, Frank Kinnett. Jointly or severally in the City of Atlanta , State of Georgia its true and lawful Agent(s) and Attomey(s) in Fact, with full power and authority hereby conferred, to sign, execute, acknowledge and deliver for and on its behalf as Surety, in general, any and all bonds and undertakings in an amount not to exceed Twenty Five Million Dollars ( $25.000.000.00 ) for any single obligation. The acknowledgment and execution of such bond by the said Attorney in Fact shall be as binding upon the Company as if such bond had been executed and acknowledged by the regularly elected officers of the Company. RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have each further certified that the following is a true and exact copy of a Resolution adopted by the Board of Directors of each such corporation, and is now in force, to -wit: "All bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or Agents who shall have authority to issue bonds, policies or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile." IN WITNESS WHEREOF, the RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have caused these presents to be executed by its respective Vice President with its corporate seal affixed this 13th day of December 2017 . ��•��""IMNDy,rr��. �o�""11161CF ""'�., RLI Insurance Company oao . ••••rysG9, ;,gJ •.°p0�,,Contractors Bonding and Insurance Company 0 ¢POR • 4y �`t ,.CV 1E ZZP ,0 'S ;SEAL: SEAL a ' = By: yo , : i+ SS•``- Barton W. Davis Vice President State of Illinois J ••4 L I N O" noon,,,• prunnma� SS County of Peoria CERTIFICATE On this 13th day of December 2017 before me, a Notary I, the undersigned officer of RLI Insurance Company and/or Public, personally appeared Barton W Davis who being by me duly Contractors Bonding and Insurance Company, do hereby certify swom, acknowledged that he signed the above Power of Attorney as the that the attached Power of Attorney is in full force and effect and is aforesaid officer of the RLI Insurance Company and/or Contractors irrevocable; and furthermore, that the Resolution of the Company as Bonding and Insurance Company and acknowledged said instrument to be set forth in the Power of Attorney, is now in force. In testimony the voluntary act and deed of said corporation. whereof, I have hereunto set my hand and the seal of the RLI Insurance Comppan and/or Contrac ors Bondin and Insurance • Company this Sday of rAr "AA �0"I . ,,!!Irrrrr By: 1*1C [ co �� Insurance Company Gretchen L. Johnigk :Iqt 6)ic • • •tetl�actors Bonding and Insurance Company `�_•• o�rop4r `.� GRETCHEN L JOHNIGK `C • G ••yam'_ OtAflV •► •+ • . ? aueuc OFFICIAL SEAL° • $y! My Commission Expires • [v'/ : Jeal M to henson Corporate Secretary May 26. 2020 •• 1.. J' Y A 'f . p A0058817 EXHIBIT E CITY OF NEWPORT BEACH BOND NO. CMS0325511 FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ 1,911.00 , being at the rate of $ 10.00 per 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 RLI Insurance Company , 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 One Hundred Ninety One Thousand One Hundred Twenty Three Dollars and 76/100 ($191,123.76), 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 theterms 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 Mueller Systems, LLC Page E-1 notice of any such change, extension of time, alterations or additions of the Agreement or to the Work or to the specifications. 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. 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 5th day of March , 20 19 . Mueller Systems, LLC Name of Contractor (Principal) RLI Insurance Company Name of Surety 9025 N. Lindbergh Drive, Peoria, IL 61615 Address of Surety (404) 439-8915 Telephone Tea!-ccr�'✓ ,,,,,,,,,,,,,,,,, Authorized Si a ure/Title UJ; Authorized Agent Signature Frank Kinnett (CA License #OE97688) " Print Name and Title Attorney -in -Fact NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED Mueller Systems, LLC Page E-2 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 L:ev,-6•(a County of ss. On of California 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. 0%1111111111 WITNESS my rhn a d official seal. `�� RP A Stij�,!,,,�o ignature = m`t fTAgy 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 County of Fulton }ss. ��s "4$ C;71 C-�fi#err�ta— On _Marsh 5th 2019 before me, Renae Suzanne Parent Notary Public, personally appeared Frank Kinnett 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 `gt10Alifbrr1j0 that the foregoing paragraph is true and correct. ,'i,� WITNESS my hand and official seal. e�>>`SVZANN6pq wT rZ o _ �,o bWAL Sh'ti[AIN RW/�& Signature G't jOUrs��G �ti;• L�� •��P �i O •AY:S••• Mueller Systems, LLC Page E-3 POWER OF ATTORNEY RLI Insurance Company Contractors Bonding and Insurance Company 9025 N. Lindbergh Dr. Peoria, IL 61615 Phone: 800-645-2402 Know All Men by These Presents: That this Power of Attorney is not valid or in effect unless attached to the bond which it authorizes executed, but may be detached by the approving officer if desired. That RLI Insurance Company and/or Contractors Bonding and Insurance Company, each an Illinois corporation, (separately and together, the "Company") do hereby make, constitute and appoint: John E. Genet, Jarrod Hitt, Frank Kinnett, jointly or severally in the City of Atlanta , State of Georgia its true and lawful Agent(s) and Attomey(s) in Fact, with full power and authority hereby conferred, to sign, execute, acknowledge and deliver for and on its behalf as Surety, in general, any and all bonds and undertakings in an amount not to exceed Twenty Five Million Dollars ( $25,000,000.00 ) for any single obligation. The acknowledgment and execution of such bond by the said Attorney in Fact shall be as binding upon the Company as if such bond had been executed and acknowledged by the regularly elected officers of the Company. RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have each further certified that the following is a true and exact copy of a Resolution adopted by the Board of Directors of each such corporation, and is now in force, to -wit: "All bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or Agents who shall have authority to issue bonds, policies or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile." IN WITNESS WHEREOF, the RLI Insurance Company and/or Contractors Bonding and Insurance Company, as applicable, have caused these presents to be executed by its respective Vice President with its corporate seal affixed this 13th day of December 2017 a`.„"G ANOr/, ��. ""�"�� RLI Insurance Company oov' AND/, jP „•Cp .,� Contractors Bonding and Insurance Company Ute; • �o _ . ATA *01 m = ��J, • �pAPOR� tB :�_ � =� SEAL - - ;SEAL : = By: Al. ? yo . 2+; Barton W. Davis Vice President State of Illinois ) J •„��LINOI`�`,,,N,��; } SS County of Peoria J CERTIFICATE On this 13th day of December 2017 before me, a Notary I, the undersigned officer of RLI Insurance Company and/or Public, personally appeared Barton W Davis who being by me duly Contractors Bonding and Insurance Company, do hereby certify sworn, acknowledged that he signed the above Power of Attorney as the that the attached Power of Attorney is in full force and effect and is aforesaid officer of the RLI Insurance Company and/or Contractors irrevocable; and furthermore, that the Resolution of the Company as Bonding and Insurance Company and acknowledged said instrument to be set forth in the Power of Attorney, is now in force. In testimony the voluntary act and deed of said corporation. whereof, I have hereunto set my hand and the seal of the RLI Insurance Com y a, �yand/or Cont < ctors Bondin a Insurance Company this day of By: t RLI Insurance Company Gretchen L. JohnigkNo��ty`II?,� Contractors Bonding and Insurance Company ib ' L;f GRETCHEN L JOHNIGK -• p O n •' 9' 9 eHc �- "OFFICIAL SEAL” "vue • O� A 11; 1T� 1� auNo°S My COMMNSion Expires : G ..� ' Jean M tephenson Corporate Secretary May 26, 2020 (}lam •• S L A L • • l0544480.0Jh,. A0058817 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 3/6/19 Dept./Contact Received From: Date Completed: 3/18/19 Sent to: Company/Person required to have certificate: Type of contract: Joan Joan By: Jan Mueller Water Products, Inc.; Mueller Systems LLC Other I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 10/1/18 — 10/1/19 A. INSURANCE COMPANY: ACE American Insurance Company B. AM BEST RATING (A-: VII or greater): A++ / XV C. ADMITTED Company (Must be California Admitted).- dmitted):Is IsCompany admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? $1M/$2M E. ADDITIONAL INSURED ENDORSEMENT — please attach N Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) N Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? N Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? N Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes N No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): N N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 10/1/18 — 10/1/19 A. INSURANCE COMPANY: ACE American Insurance Company B. AM BEST RATING (A- : VII or greater) A++ / XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $2,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. ADDITIONAL INSURED WORDING: ❑ N/A N Yes ❑ No G. PRIMARY & NON-CONTRIBUTORY WORDING: ❑ N/A N Yes ❑ No H. HIRED AND NON -OWNED AUTO ONLY: N N/A ❑ Yes ❑ No I. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 10/1/18-10/1/19 A. INSURANCE COMPANY: ACE American Insurance Company B. AM BEST RATING (A-: VII or greater): A++ / XV C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM H. NOTICE OF CANCELLATION: ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? ® Yes ❑ No ® Yes ❑ No $1,000,000 ® Yes ❑ No ® N/A ❑ Yes ❑ No ❑ N/A ® Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No App Broker of record for the City of Newport Beach uate RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval required for General Liability SIR of $500,000. 3/18/19 Risk Management approved $500K SIR for General Liability. Approved: Risk Management * Subject to the terms of the contract. Date