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HomeMy WebLinkAboutC-8582-2 - Purchase, Installation, and Maintenance Agreement for Automated Meter Infrastructure for City Water MetersAMENDMENT NO. ONE TO PURCHASE, INSTALLATION, AND MAINTENANCE AGREEMENT WITH MUELLER SYSTEMS, LLC FOR AUTOMATED METER INFRASTRUCTURE FOR CITY WATER METERS THIS AMENDMENT NO. ONE TO PURCHASE, INSTALLATION, AND MAINTENANCE AGREEMENT ("Amendment No. One") is made and entered into as of this 25th day of May, 2023 ("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 address is 1200 Abernathy Road NE, Suite 1200, Atlanta, Georgia 30328, and is made with reference to the following: RECITALS A. On June 9, 2020, City and Contractor entered into a Purchase, Installation, and Maintenance Agreement ("Agreement") for an Automated Meter Infrastructure ("AMI") solution as detailed in the Scope of Work of Exhibit A of the Agreement consisting of approximately twenty-six thousand six hundred eighty (26,680) meters following the initial proof of performance and related infrastructure ("Project"). B. The parties desire to enter into this Amendment No. One to extend the term of the Agreement to June 30, 2024. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2024, unless terminated earlier as set forth herein." 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR EY'S OFFICE Date: S / g-2 By: n C. Aar City Attorney ATTEST: Date: Z oZ By: Y Leilani I. Br n City Clerk H �c�Foa% CITY OF NEWPORT BEACH, a California municipal corporation Date: By: \ Grace K. Leung City Manager CONTRACTOR: MUELLER SYSTEMS, LLC, a Delaware limited liability company Date: By: Eric Stacey Vice President/General Manager Date: A41t,�� Zvz3 By: Cha n Carroll Assistant Secretary [END OF SIGNATURES] Mueller Systems, LLC Page 2 PURCHASE, INSTALLATION, AND MAINTENANCE AGREEMENT WITH MUELLER SYSTEMS, LLC FOR AUTOMATED METER INFRASTRUCTURE FOR CITY WATER METERS THIS PURCHASE, INSTALLATION, AND MAINTENANCE AGREEMENT ("Agreement") is made and entered into as of this 9th day of June, 2020 ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and Mueller Systems, LLC, a Delaware limited liability company ("Contractor"), whose principal place of business is 1200 Abernathy Road NE, Suite 1200, Atlanta, Georgia 30328 and is made with reference to the following: 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 approximately twenty-six thousand six hundred eighty (26,680) meters following the initial proof of performance and related infrastructure. C. The United States Bureau of Reclamation ("USBR") has awarded the City of Newport Beach a "Water Smart" grant in the amount of One Million Four Hundred Ninety Nine Thousand Dollars and 00/100 ($1,499,000.00) ("Grant") to assist in offsetting the total cost of the Mueller Advanced Metering Infrastructure Project; the USBR has identified water savings capabilities with the AMI Project that necessitated the awarding of the grant to the City. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by the City for the Project, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Agreement. E. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows - 1 . ollows: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 Maieure. The time period(s) specified in Exhibit "A" for performance of services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including but not restricted to acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Contractor shall within ten (10) days of the commencement of such delay notify City in writing of the cause of the delay. This section shall also include causes in relation to the existing national COVID-19 pandemic. City shall ascertain the facts and extent of delay,and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in performance of this Agreement, however caused, Contractor may extend the Agreement pursuant to this Section. 3. TERM Unless earlier terminated in accordance with Section 19 of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein or until June 30, 2023, whichever occurs first. 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. Mueller Systems, LLC Page 2 Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items, subcontractor fees, for a base contract amount of Seven Million Eight Hundred Thirty Seven Thousand One Hundred Seventy Three Dollars and 14/100 ($7,837,173.14), and 2% allocation for bonding in the amount of One Hundred Fifty Six Thousand Seven Hundred Forty Three Dollars and 46/100 ($156,743.46), and a 2% contingency in the amount of One Hundred Fifty Six Thousand Eighty Three Dollars and 40/100 ($156,083.40), which shall not exceed Eight Million One Hundred Fifty Thousand Dollars and 00/100 ($8,150,000.00) without prior written amendment authorization from City. City shall not be obligated to purchase all items at such quantities provided in Exhibit "B". No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's 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 Contractor shall provide City with a minimum fourteen (14) days' notice of its dates of installation to enable the City to prepare the installation sites for the Solution in accordance with the instructions of Contractor. The City shall complete site preparation prior to the date of installation of the Solution, and the site shall thereafter be available for inspection and approval. All costs and expenses related to the site preparation shall be at the sole expense of City. City's site preparation shall include, but is not limited to: (a) Preparing maps and scouting potential data collector locations; and (b) Performing meter box surveys. 4.6 The reporting requirements of City's USBR Grant are attached hereto as Exhibit "C" and incorporated herein by reference. Contractor shall use its best efforts to coordinate with City to assist in City's obligations to USBR in relation to the Grant. 4.7 Taxes: The fees payable to Contractor are set forth in the Schedule of Billing Rates included within Exhibit B do not include any taxes, including, without limitation, sales, Mueller Systems, LLC Page 3 use or excise tax. City and Contractor specifically agree and designate the point of sale and place of delivery for any and all taxable purposes under this Agreement, including, but not limit to, all Services or Work, shall be the City of Newport Beach 100 Civic Center Dr., Newport Beach, CA 92660. Furthermore, under the City's Direct Payment Exemption permit number SR EAA 24-089475 DP, the City will self -accrue its Use Tax obligation to the California State Board of Equalization within thirty (30) days of delivery of the products to the City. If only partial delivery of the taxable items in Exhibit B are received by the City, the City will only pay the California State Board of Equalization the amount of Use Tax due on the value of the items delivered in accordance with the prices set forth in Exhibit B. City shall provide Contractor with a copy of the City's Direct Payment Exemption permit within thirty (30) days of the Effective Date. 5. PROJECT MANAGER Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the term of the Agreement. Contractor has designated Kevin Cornejo to be its Project Manager. Contractor shall not remove or reassign the Project Manager without the prior written consent of City. City's approval shall not be unreasonably withheld. 6. ADMINISTRATION This Agreement will be administered by the Utilities Department. City's Utilities Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. 7. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 7.1 Contractor shall use only the standard materials described in Exhibit "A" in performing services under this Agreement. Any deviation from the materials described in Exhibit "A" shall not be installed unless approved in advance by the City Project Administrator. 7.2 All of the services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8. RESPONSIBILITY FOR DAMAGES OR INJURY 8.1 City and all officers, employees and representatives thereof and all persons and entities owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services shall not be responsible in any manner for: any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the services required hereunder; or, for damage to property from any cause arising from the performance of the Project and/or Services by Contractor, or its subcontractors, or its workers, or anyone Mueller Systems, LLC Page 4 employed by either of them, unless caused by the City's negligent acts, omissions, or willful misconduct. 8.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause to the extent arising from the negligent acts, omissions, or willful misconduct of the Contractor or any subcontractor or supplier selected by the Contractor. 8.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties") from and against: (1) any and all third - party claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liability, costs and expenses (including, without limitation, reasonable attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner directly related to Contractor's negligent performance of this Agreement or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly by any of them or for whose acts they may be liable or any or all of them); (2) use of improper materials in performing this Project and/or (3) any and all claims asserted by Contractor's subcontractors or suppliers on the Project, and shall include reasonable attorneys' fees and all other costs incurred in defending any such claim. Contractor's liability in this Subsection and this Agreement shall be limited to the maximum amount of its insurance coverage for claims arising out of acts performed under this Agreement. Contractor shall not be held responsible for consequential or special damages, or claims made to City for such consequential or special damages. Nothing herein shall require Contractor to indemnify City from the negligence or willful misconduct of City, its officers or employees. 8.4 Intellectual Propertv 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. Mueller Systems, LLC Page 5 8.6 Contractor shall provide traffic control and access in accordance with Section 7-10 of the State Standard Specifications and the latest edition of the Work Area Traffic Control Handbook (WATCH), as published by Building News, Inc. 8.7 Traffic control and detours shall at a minimum meet the following requirements: 8.7.1 Emergency vehicle access shall be maintained at all times. 8.7.2 The locations and wordings of all barricades, signs, delineators, lights, warning devices, parking restrictions, and any other required details shall ensure that all pedestrian and vehicular traffic will be handled in a safe manner with a minimum of inconvenience to the public. 8.7.3 All advanced warning sign installations shall be reflectorized and/or lighted. 8.7.4 Traffic signal system shutdown or planned "red flash" shall be limited to 4 -hour periods between the hours of 9:00 a.m. and 3:00 p.m. on weekdays (Monday through Thursday), except as authorized by the Project Administrator. 8.7.5 "STOP AHEAD" and "STOP" signs shall be furnished by the Contractor and shall conform to the provisions in Section 12-3.06, "Construction Area Signs," of the State Standard Specifications except that the base material for the signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 8.8 Nothing in this Section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Agreement, except to the extent provided in Section 8.3 above. 8.9 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 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. Mueller Systems, LLC Page 6 11. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit "D," and incorporated herein by reference. 12. BONDING 12.1 Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and in the form attached hereto as Exhibit "E" which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement in the form attached hereto as Exhibit "F" which is incorporated herein by this reference. 12.2 The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property -Casualty. 12.3 The Contractor shall deliver, concurrently with execution of this Agreement, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. 13. PREVAILING WAGES 13.1 Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays, overtime work, fringe benefits and contributions for each craft or type of workman needed to execute the work contemplated under the Agreement shall be paid to all workmen employed on the work to be performed by the Contractor and any subcontractor, insofar as the provisions are applicable to the work being performed. Attached hereto as Exhibit "H" are the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813 and 1815. These provisions are incorporated by reference into this Agreement and Contractor agrees to comply with these provisions. 13.2 In accordance with the California Labor Code (Sections 1770 et seq.), the Director of the Department of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. Contractor is required to obtain the applicable prevailing wage determinations from the Department of Industrial Relations and post the applicable prevailing rate of per diem wages. Mueller Systems, LLC Page 7 It shall also be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 13.3 Unless otherwise exempt bylaw, Contractor warrants that Contractor and any subcontractors who were listed on the bid proposal for the Services are registered and qualified to perform public work. Contractor further warrants that Contractor is currently registered and qualified to perform "public work" pursuant to California Labor Code section 1725.5 or any successor statute thereto and that no contractor or subcontractor will engage in the performance of the Services unless currently registered and qualified to perform public work. 14. SUBCONTRACTING The subcontractors authorized by City, if any, to perform work on this Project are identified in Exhibit "A". Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 15. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 16. CONFLICTS OF INTEREST 16.1 The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act" and/or Government Code §§ 1090 et seq.,"), which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 16.2 If subject to the Act and/or Government Code §§1090 et seq., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify Mueller Systems, LLC Page 8 and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 17. NOTICES 17.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Contractor and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attention: Utilities Manager City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658 17.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Keith Adkins Mueller Systems, LLC P.O. Box 128 10210 Statesville Boulevard Cleveland, NC 27013 18. CLAIMS 18.1 Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 18.2 To the extent that Contractor's claim is a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, the Parties agree to follow the dispute resolution process set forth therein. Any part of such "Claim" remaining in dispute after completion of the dispute resolution process provided for in Public Contract Code section 9204 or any successor statute thereto shall be subject to the Government Claims Act requirements requiring Contractor/Consultant to file a claim in strict conformance with the Government Claims Act. To the extent that Contractor's claim is not a "Claim" as defined in Public Contract Code section 9204 or any successor statute thereto, Contractor shall be Mueller Systems, LLC Page 9 required to file such claim with the City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 19. TERMINATION 19.1 Termination With Cause - In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of five (5) calendar days, or if more than five (5) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within five (5) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 19.2 Termination Without Cause. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for services satisfactorily performed and costs incurred in the performance of such services up to the effective date of termination for which Contractor has not previously been paid. In the event of termination under this Section, City shall also pay Contractor for the Solution, associated materials, and hardware delivered to City site under this Agreement that City deems usable. 20. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project site(s), has become 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. 21. WARRANTY 21.1 Contractor warrants to City that the entire Solution to be delivered hereunder will be free from defects in material or workmanship and will be of the kind and quality designated or specified by Contractor in Exhibit "A." The applicable warranties for the Solution are set forth in greater detail in Exhibit "A," Attachment 8, "Warranty Information." If Contractor installs the Solution and associated hardware and materials, or supplies technical directions of installation by Agreement, the warranty period is as provided in Exhibit "A" Attachment 8, "Warranty Information". 21.2 If Contractor -manufactured equipment delivered hereunder does not meet the warranties set forth in Exhibit "A," and if City promptly notifies Contractor in writing, Contractor shall thereupon correct as specified in Exhibit "A". 21.3 The warranties set forth in Exhibit "A" are exclusive and in lieu of all other warranties, whether written, oral, implied or statutory. Contractor does not warrant any equipment of other manufacture designated by City. Mueller Systems, LLC Page 10 22. SOFTWARE LICENSE 22.1 Contractor hereby grants to City for the term of this Agreement and for the fees specified in Exhibit B, a limited, non-exclusive, non -transferable license (without the right of further sublicense) to operate, use, and display the software and documentation solely for the purposes of this Agreement in accordance with the End User License Agreement identified in Exhibit "G" ("EULA"), which is hereby incorporated by reference. In consideration of City's payment of the ongoing support and maintenance fees set forth in Exhibit B, Contractor will provide City with an ongoing license of the Software and the maintenance and support services described in the EULA. Exhibit G survives the expiration or termination of this Agreement. 22.2 Contractor hereby agrees to provide monitoring services under the terms and conditions specified in the EULA. 23. REPRESENTATIONS 23.1 Non -infringement. Contractor represents that to the best of its knowledge the technology embodied in the Solution sold herein does not infringe upon a United States patent or United States copyright in effect as of the Effective Date. 23.2 Authori . Each party represents as follows: (a) that it has full power and authority to execute, deliver and perform its obligations under this Agreement; (b) that there are no actions, proceedings or investigations, pending or, to the best of each party's knowledge, threatened against such 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. 23.3 No Other Representations. Each party acknowledges and agrees that it is relying on no representation of the other party except as expressly set forth herein. 24. CONFIDENTIAL INFORMATION. 24.1 Confidential Information. In the performance of this Agreement or in contemplation thereof, the parties and their respective employees and agents may have access to private or confidential information owned or controlled by the other party and such information may contain proprietary details and disclosures. All information and data identified in writing as proprietary or confidential by either party ("Confidential Information") and so acquired by the other party or its employees or agents under this Agreement or in contemplation thereof shall be and shall remain the disclosing party's exclusive property. The recipient of Confidential Information shall use all reasonable efforts (which in any event shall not be less than the efforts the recipient takes to ensure the confidentiality of its own proprietary and other confidential information) to keep, and have its employees and agents keep, any and all Confidential Information confidential, and shall not copy, or publish or disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose it to others, without the disclosing party's written approval; nor shall the recipient make use Mueller Systems, LLC Page 11 of the Confidential Information except for the purposes of executing its obligations hereunder, and (except as provided for herein) shall return the Confidential Information and data to the first party at its request. The City's duty to maintain confidentiality as described hereunder shall be subject to the laws of the State of California. 24.2 Excluded Information. The foregoing conditions will not apply to information or data which is, or which becomes generally known to the public by publication or by any means other than a breach of duty on the part of the recipient hereunder, is information previously known to the recipient, is information independently developed by or for the recipient or is information generally released by the owning party without restriction. 24.3 Right to Injunctive Relief. Because of the unique nature of the Confidential Information, the parties agree that each party may suffer irreparable harm in the event that the other party fails to comply with any of its obligations under this Section, and that monetary damages may be inadequate to compensate either party for such breach. Accordingly, the parties agree that either party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of this Section. 25. 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 Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Additionally, all material posted in cyberspace by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractors expense, provide such Documents, including all logins and password information to City upon prior written request. 26. ASSIGNMENT This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. 27. STANDARD PROVISIONS 27.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 27.2 Compliance with all Laws. Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, Mueller Systems, LLC Page 12 county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 27.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 27.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 27.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 27.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Mueller Systems, LLC Page 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATT RNEY'S OFFICE Date-.— By: ate:By: Aaron C. Harp �{ City Attorney ATTEST: Date: — b. CITY OF NEWPORT BEACH, a Californiam�n*cipal corporation Date: �zy1pLd By: �i Will O'Neill Mayor CONTRACTOR: MUELLER SYSTEMS, LLC a Delaware limited liability company Date: ABy: By: Leilani I. Brown f City Clerk VP n DeYarman� / GM, Metrology Signed in Counterpart Chason Carroll Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Work Exhibit B — Schedule of Billing Rates Exhibit C — Reporting Subawards and Executive Compensation Exhibit D — Insurance Requirements Exhibit E — Labor and Materials Payment Bond Exhibit F — Faithful Performance Bond Exhibit G — EULA Exhibit H — Prevailing Wage Codes Mueller Systems, LLC Page 14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNY'S OFFICE Date:_ 1. By: Fae:Aaron C. Harp City Attorney ATTEST: Date: in Leilani i. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Will O'Neill Mayor CONTRACTOR: MUELLER SYSTEMS, LLC a Delaware limited liability company Date: NM John DeYarman VP / GM, Metrlogy By: Ch son Carroll Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Work Exhibit B — Schedule of Billing Rates Exhibit C — Reporting Subawards and Executive Compensation Exhibit D — Insurance Requirements Exhibit E — Labor and Materials Payment Bond Exhibit F — Faithful Performance Bond Exhibit G — EULA Exhibit H — Prevailing Wage Codes Mueller Systems, LLC Page 14 EXHIBIT A SCOPE OF WORK Mueller Systems, LLC Page A-1 CITY OF NEWPORT BEACH AGREEMENT WITH MUELLER SYSTEMS AUTOMATED METER INFRASTRUCTURE (AMI) PURCHASE, INSTALLATION & MAINTENANCE AGREEMENT EXHIBIT A (SCOPE OF WORK) Scope of Work - City of Newport Beach Scope of Work Table of Contents 1. Introduction..........................................................................................................................3 2. Scope of full AMI System........................................................................................................3 3. Hardware Delivery .................................................................................................................5 4. Hardware Installation............................................................................................................5 4.1.Network Equipment...............................................................................................................5 4.2.Meter and MiNode.................................................................................................................5 5. AMI Software Integration - Mi.Host.....................................................................................16 6. AMI Software Integration — Consumer Portal.......................................................................16 7. Mueller Systems' Responsibilities.........................................................................................17 8. City's Responsibilities...........................................................................................................17 9. Project Communications and Status Updates.......................................................................18 10. Project Schedule..................................................................................................................18 11. Training...............................................................................................................................19 12. System Acceptance..............................................................................................................19 13. Final Completion..................................................................................................................20 Attachments: 1. Propagation Study Case 20954 dated 3 29 2019 2. N/A 3. N/A 4. Endpoint Acceptance Plan 5. Schedule of Values 6. Utility Roles and Responsibilities 7. Training Agenda 8. Warranty Information 2 Scope of Work - City of Newport Beach 1. Introduction This Scope of Work document serves as an overview of the work to be performed for the City of Newport Beach ("City") to complete the deployment of the Mi.Net AMI System. This Scope of Work outlines the responsibilities of Mueller Systems, LLC (also referred to as "Contractor") and the City required for a successful implementation of an Advanced Metering Infrastructure ("AMI") system encompassing approximately 26,309 -meter services, following the initial proof of performance ("POP") phase for implementing an AMI system on 250 water meters. 2. Scope of full AMI System The hardware that makes up the Mueller Systems' Mi.Net AMI system that is to be installed within the City will consist of the following sizes and quantities. These are approximate and actual values may differ. Any differences in quantities not requiring an amendment to the Agreement will be handled via change order. A change order shall reflect the mutual written agreement of the parties and the Contractor shall only commence work covered by a change order after the change order is executed and notification to proceed has been provided by the City. 5/8" Meters 16917 3/4" Meters 4 1" Meters 7259 1-1/2" Meters 553 2" Meters 1444 3" Neptune Tru/Flo Compound Meters (Retrofit) 32 3" Neptune HPT Compound Meters (Retrofit) 11 4" Neptune Tru/Flo Compound Meters (Retrofit) 52 4" Neptune HPT Compound Meters (Retrofit) 9 4" Neptune Proctectus III Compound Meters 1 6" Neptune Tru/Flo Compound Meters (Retrofit) 13 6" Neptune HPT Compound Meters (Retrofit) 3 6" Neptune Proctectus III Compound Meters 2 8" Neptune HPT Compound Meters (Retrofit) 7 8" Neptune Proctectus III Compound Meters 2 All meters, registers, nodes and boxes, etc. will be installed by Mueller Systems. All products, including third party products such as boxes and lids, will be approved by the City prior to purchase and installation by Mueller Systems. The AMI network and host software will be installed and managed by Mueller Systems. Scope of Work - City of Newport - All of the Mi.Node Water meter radios will be configured by default as follows o Hourly reading (Mi.Node interrogates register hourly) o Transmit Frequency: Daily Upload ■ Readings in the Mi.Net System will be in cubic feet ■ Readings passed to the billing software will be in hundred cubic feet (HCF) (Fixed "0") ■ Standard Mueller Systems' Mi.Net Water Alert configurations - The data for the AMI Network will be stored on a server hosted by Mueller Systems. The system will have the following capabilities: (some of these activities were completed in the Pilot phase). o Basic AMI ■ Utility User Interface ■ List of Installed meters with last uploaded reading ■ Deployment wide consumption graph ■ Meter Details page for each meter ■ Basic Graphing of Consumer Consumption ■ Customer Information (Automatically Imported as Read only) ■ Account Management (Read only - imported from existing billingsystem) ■ Hourly readings on all meters o Billing Interface — meter data passing from Mi.Host to the City's billingsystem. o Customer Information System ("CIS") Interface - Weekly importing of customer updates from City's billingsystem o Meter reading schedule — daily upload of consumption and hourly readings, on demand upon request o Network Maintenance, and Troubleshooting o Mi.Host User Interface o Mi.Net Mobile Trimble Handheld(s) with Installation Radio(s) o Network Management Tool ("NMT") M Scope of Work - City of Newport 3. Hardware Delivery Hardware delivery will be scheduled at the time of order entry. Hardware delivery will be incorporated into the Project schedule once it is available. City will issue purchase orders for product in order for delivery in time to meet installation schedule. A minimum of 8 weeks' worth of product will be onsite during meter installations to avoid stock out. Shipment orders to be placed with full truck capacity to minimize freight costs, unless City's project administer determines partial orders must be shipped immediately. If requested to ship immediately the parties will review and agreed upon shipping charges. Products, software and services will be billed in accordance with the Schedule of Values in Attachment 5 hereto. Mueller Systems recommends that the City maintains stock of a minimum of 1% total project volume for spares. 4. Hardware Installation 4.1. Network Equipment A preliminary network design has been completed based on the inputs provided to Mueller Systems and is attached as Attachment 1. Mueller Systems will conduct final site surveys and develop a Final Network Design following contract execution. Both parties will review network design inclusive of locations, assumptions, etc. prior to installation of network equipment. If any City assets are needed, City approvals will be requested, and the design adjusted accordingly. Mueller Systems will request City approval of the Final Network Design if any City assets are required for coverage. Mueller Systems will complete the installation of all required Collectors and ancillary equipment no later than 90 days from Effective Date for locations where Data Collectors have been sited. Descriptions of the proposed sites, equipment, and placements are in the Propagation Study are in Attachment 1. The installed network will be tested for coverage as part of the Project. 4.2. Meter and MiNode Meters and MiNode equipment will be installed by Mueller Systems subcontractor, and will be managed by the Mueller Systems project team. Mueller Systems will provide training for installation teams on the use of MiNet specific installation tools and procedures. Installation Procedures: Community Outreach and Customer Communication - Seven (7) days prior to meter installation a door knock and door hanger (approved by City's project administrator) will be left with the resident indicating time of install, frequently asked questions, and important phone numbers for questions to be answered. Installers Appearance - Installers must wear safety vest with description "AMI Meter Installer / Contract Worker for City of Newport Beach" 5 Scope of Work - City of Newport - Vehicle must indicate they are a "Contract Worker for the City of Newport Beach" Installer notification at time of meter installation - Knock on the homeowner's door. If the homeowner is home, alert them of the meter change out that will take place. - Installation tech will perform the change out. - After completion, tech will provide the homeowner with contact information, in the form of a door hanger, should there be an issue that comes up after installation. - If the homeowner is not home, a door hanger will be left after the meter installation is completed informing the customer of what took place. - All customer complaints and field escalations will be handled by installation team initially then referred back to City if required. Additional Suggestions for City - Consumer water bill inserts one month prior to meter installations - Website outreach -Frequently Asked Questions (FAQ) section on website for AMI Project - Social Media- Utility Facebook/Twitter page alerting residents of the meter project - Meetings with Homeowners Associations (HOA's) to inform and answer questions Daily meet time 7:30am Designated Site Storage- Storage of project materials to be provided by City. Installer will manage and track inventory. Consultant's Project team will keep a copy of all sign out sheets of material for Installer records. Old meters are to be returned to the box where the new meters were taken from. The installer will write the address, date and initials on the outside of the box of each meter stored in that box. The boxes are to be stacked neatly back on a pallet addresses facing out in designated area neatly. Place the caps from the new meter back on the ends of the old meters. Clear all old tags and trash from the boxes and discard in designated trash areas before stacking the boxes. Meter Installation Meters will be installed by cycle/route order to be determined jointly between the City staff and the Mueller Project Manager, following the meter reading sequence that's agreed upon by all parties. Mueller Systems and Installer will work with utility to evaluate route efficiency. Most meters are outside in a pit location, so appointments are unnecessary. Mueller Systems assumes that less than O.S% of residential accounts will require an appointment. If the requirement for residential appointments is above this rate, then the parties will discuss options to resolve. The following steps are the general installation plan, identified potential problems, and resolution suggestions. After hours work requests will be agreed upon in advance of work being perform between Mueller Systems and the City of Newport Beach. Installer Staffing Plan - Project duration established for 36 months, Installer's project staff will include: Install Project Scope of Work - City of Newport Manager and a Field Supervisor with approximately two to three installation technician and quality resources for project duration. Project duration established for 18 months, Installer project staff will include: - Install Project Manager—Oversee all project operations and planning Assistant Install Project Manager- Support PM Daily Operations - Field Manager- Oversee all Field Activity and assist with field issues Meter Installers - Individuals who are conducting the field activities of installing the meters - QC- QC person to field inspect all work the day after install Lid Specialist- Drilling Lids (if required) Installation Project Team — Roles and Responsibilities Install Project Manager ("PM") — (7 am — 4 pm) 1. Will oversee the daily operations of the meter installation Project. 2. Deploy daily routes, instruction, inventory and supplies for install, quality control ("QC") and lid drilling teams. 3. Will also distribute send back problem accounts from previous day to be completed by installer before installer starts daily installs. 4. Communicate with designated contacts from Mueller Systems, and City utility department daily to address any previous day's issues. 5. Track route allocation and scheduling with City, Mueller Systems and Installer Project Support. 6. Daily field visits and support to team to audit install quality, QC progress, training,etc. Assistant Install Prosect Manager ("Assistant Manager") Will assist the PM with upholding the daily procedures and guidelines set on the Project as described above. Daily Task for Assistant Manager (9 am -6pm) 11. Govern the distribution and execution of the audits to the installers. (ALL DATA ISSUES WILL BE CORRECTED BY NEXT DAY) 12. Complete the exceptions list follow up locations, access, etc. If the meter pit is able to be installed the assistant PM will do install at point of contact. 13. Install pit meters in route as day is planned with other responsibilities. 14. Check in the installers nightly. Collect installer's daily field summary sheet, phones and paperwork. Make sure Installer work order management system data is uploaded successfully. 15. Do nightly paperwork summary for Project Manager to review in the morning. V/ Scope of Work - City of Newport General Install procedures - 1. Never park or turn around in a residential driveway. Park vehicle in safe location on the street of install location. If it's a busy road, you can pull on a side street as close as possible to the location that you are doing the install. Put safety cones out. 2. Exit your vehicle and collect all necessary equipment you will need for install. 3. Verify Address on route sheet with house number on the structure you are going to be installing. If there is not a number on the structure, check the surrounding structures to see if logically this should be the correct location. 4. Locate the pit or vault where you will complete the installation. Some pits are not easily visible so may be necessary to use directions provided by utility if available. Once you locate the meter box open up the lid to verify provided data information (old meter#, last read, if available) 5. Knock on the door and inform homeowner of your arrival/ about the replacement. Let them know water will be off for a fewminutes. 6. Select the address in the Mueller Systems handheld and click Install, Exchange. 7. Select the address in the handheld. Summary screen will provide meter information. 8. Verify old meter number, address and old reading (if provided) match in both handhelds. 9. TURN ON WATER FAUCET/HOSE CONNECTION. 10. VERIFY METER IS MOVING AND THE INFORMATION IS CORRECT. 11. Turn water off if no back-flow preventer. 12. If necessary, removewater and or dirt from meter box and dispose of as directed. 13. If a leak is present, bad plumbing or any other noticeable issue, stop and let your manager know or make as an exception as directed. 14. Start install in the handheld and double check that the information matches. 15. With the handheld: • (P)***Take a picture of meter in the box showing valve position before work start (see Pic 1); • Remove the old meter - Turn off the water and remove the meter. • Enter the old meter reading; • (P)***Take picture of the register, validating the picture shows the reading (see pic2); • (P)***Take a picture of the old meter serial number (see pic3); • Scan in the new meter number; • Scan Transmitter number; • Fill out other information in handheld. 16. Install the new meter, check to make sure the arrow is pointing in the correct direction. 17. Turn on the water and check for leaks. 18. Flush the air from hose connection, if available, running 10 gallons whenever possible. Leave door hanger if hose connection not available. 19. (P)*** TAKE PICTURE OF WATER BEING FLUSHED (see pic4). 20. Return to pit and make sure the meter ran in the proper direction. 21. (P)***Take picture of number for new meter number and number of the MiNode showing the screw properly installed (see Pic 5). 8 Scope of Work - City of Newport 22. With the Mueller Systems handheld: • Enter the old meter reading, Next; • Enter the Meter Type as "Mueller Systems SSR EXT"; • Enter the multiplier as defined by Mueller Systems • Enter the size; • Enter the location and lid type, Next; • Scan the Mueller ID, Register ID, and Base ID, Test; and • Select Next, Next, Done to collect GPS. 23. With the handheld: • (P)*** Take Picture of entire setting showing valve position, meter direction, and reading on new meter. (see pic 6) 24. TURN OFF WATER FAUCET/HOSE CONNECTION. 25. Make sure flow stops. 26. Fill out paperwork for the project. 27. Replace lid or drill lid as applicable and install the through the lid ("TTL") hanger with nut and screw. 28. (P)***Take a picture from the side of the drilled lid with the installed TTL. 29. (P)***Take final picture of lid drilled and or replaced (make sure item is noted on paperwork). 30. Note any exceptions in the notes section. 31. Pick up and Clean up area. 32. Put the old meter WITH PLASTIC END CAPS in the box you took the new meterfrom. 33. Complete as an exception if no lid is available and it cannot be drilled. 34. Wrap up install. Make sure you collect all tools and trash associated with the install and then proceed to the next location. Data collection as follows: Pictures: Installer Photos Description: 1. Existing meter setting — picture of old meter in box showing valve position before start. (See picture 1) 2. Old Read — picture of old register read (Top of Meter). (See picture 2) 3. Old meter serial number — picture of old meter serial number on lid or # printed in register face. (See picture 3) 4. Water line being flushed — picture of the water line being flushed at hose bib. (See picture 4) 5. New meter and new remote number — picture of the new meter and new remote set side by side with serial numbers visible. (See picture 5) 6. Completed meter setting — picture of the new meter installed and surrounding area including valve in on position and register read. (See picture 6) 7. Completed TTL lid install — picture of the antenna mounted in the drilled lid. (See picture7) E Scope of Work - City of Newport List of services and direction - 1. 5/8"x3/4", 3/", 1", 1 %", 2" — Small meter C/0 pits. 2. 5/8"x3/4" Thru 6"— Retrofits. Exceptions Reporting Daily Protocols ■ Exceptions will be recorded daily by the installers per specifications set for the job. ■ The managers will review exceptions recorded by the installers daily with the installers to insure valid reasons and record notes on field summary sheet. ■ Exceptions will be reviewed the following day and put in appropriate status report that is reviewed by project support manager. ■ All exceptions such as locates, no access, miscellaneous, etc. will be re -assigned to Assistant Managers handheld to conduct site visit before status reclassified and turned back to utility for assistance. (If manager is able to complete install, he will do soduring site visit). Potential Problems (Exceptions) Items that have been identified that would be non-standard work or reason to not complete install. 1. Pre-existing Leak— During pipe and valve inspection, if there are any concerns 2. Meter Numbers do not match - Check old reading and verify address. If correct address, call manager. You will most likely be able to proceed with install and note in both handheld and paperwork. 3. Meter size does not match- If numbers, reading and address are correct, proceed, and note in handheld and paperwork. 4. Bad Valve- Valve is previously broken. Will not shutoff water. (Frozen or free spinning upon arrival) Scope of Work - City of Newport S. Locate— Cannot locate the meter 6. Access - Locked gate, dog, obstacle blocking meter, etc. 7. Customer refused - Instructed to leave the property 8. Other — Manager approved only if doesn't fit other categories. Any issues that arise during installations, Install Project Manager or Manager or Assistant Manager (will need to coordinate to address all field issues, customer escalations, etc.). Installer will typically start meter installs at 8:OOam and last install complete by S:00pm. F Installer Picture # 1 Flnstaller Picture # 2 Scope of Work - City of Newport Flnstaller Picture #3 <--Installer Picture #4 12 Scope of Work - City of Newport <--installer Picture #54 13 Scope of Work - City of Newport QC Team Roles and Responsibilities: • Team members will QC previous days' installs completed by installers. • Goal is to insure the installs were completed per specifications and guidelines of the install procedures manual. • Field QC will be conducted for 100% of new technicians for two weeks, thereafter field QC will be performed on 3% of installs. • QC team will complete 100% of previous days' installs (data and pictures) the following day. o Collect QC data including following: ■ Lid drilled; ■ TTL installed correctly with screw and node mounted correctly; ■ Meter set correctly; ■ Reading on meter >10 gal, water off, and info like no hose bib; ■ Meter number and node numbers match database; ■ General condition of site — no dirt piles or trash left behind; and ■ Any work not complete will be noted in the exceptions reportcorrected and shared with managers for daily training. o QC audit pictures include the following (6 pictures): 1. Found site; 2. Lid seated in box; 3. Register read; 4. Meter set: 5. Node and register numbers: and 6. Side view of TTL installation. 14 Scope of Work - City of Newport QC Pictures #1 and #2 QC Picture #6 QC Picture #4 QC Picture #5 15 Scope of Work - City of Newport S. AMI Software Integration - Mi.Host Not Applicable. 6. AMI Software Integration — Consumer Portal with Smart Energy Water Not Applicable. 7. Mueller Systems' Responsibilities Mueller Systems will provide a Project Manager who will coordinate all deployment activities. The Project Manager will serve as a single point of contact and: • Develop the detailed Project Plan. • Will remain with the project until completion. • Develop and maintain Project Schedule. • Working closely with the City to: o Develop Installation Plan; and o Track Project Milestones and Deliverables. • Coordinate Project Communications and Status Updates. • Install Mi.Net Infrastructure. • Provide Mi.Host Server Hosting - Mueller Systems will host the server for Mi.Net AMI server. • Mi.Node installations will be completed by Mueller Systems subcontractor. • Implement Network testing will be conducted to ensure all AMI network infrastructure, including Collectors, Mi.Net AMI server, and interconnectivity is working correctly. These results will be shared with the City. • Conduct User Training — classroom and field training is supported by using the actual system; for that reason, training is broken down into two phases: o Initial Systems Familiarization to support installation, CIS interface development, and project monitoring. This initial training will be provided during the installation phase to all City employees identified by the City. This training is typically completed by onsite Mueller Systems project managers. The agenda and attendees will be developed in coordination with the City; and o Formal Classroom Training on the system will be scheduled by the Project Manager with coordination of the City. 8. City's Responsibilities Designate personnel to serve in roles per the attached in Attachment 6. [MO Scope of Work - City of Newport • Ensure that the site conditions for collectors are prepared and ready for installation of collectors and repeaters by Mueller Systems in accordance with the final network design that is approved by both Mueller Systems and the City. • Provide Access. The City shall provide access to any and all necessary locations and facilities where the Work will be performed by Mueller Systems or its subcontractor. In the case of inaccessible locations, it shall be City's responsibility to gain access for Mueller Systems or its subcontractor. • Provide storage facilities capable of housing all project materials and facilitate office space for deployment team; a minimum of 2,000 Square Feet is needed to operate efficiently. Minimum space for 2 office personnel, 2 computer desks and a 6 -foot table to store and charge Electronic Hand -Held Computers. Indoor or outdoor storage space for approximately up to 8000 meters/Nodes. • Provide general all -day parking for warehouse staff (up to 4 persons) and access for installers vehicles to load and unload morning and evening. 9. Project Communications and Status Updates Mueller Systems will establish, maintain, and distribute a project communications master list. This will be updated prior to the Project status update call and distributed if changes are made. Mueller Systems will organize and execute weekly written and semimonthly status update meetings via conference call or on site. The dates and times will be negotiated and mutually agreed upon with the City after contract execution. Meeting will be held by teleconference established by Mueller Systems and a calendar invite will be sent to the City Project Administrator. This schedule can be adjusted after the Project starts and progresses, as necessary. Overall Project schedule and daily schedule progress will also be covered. 10. Project Schedule Initial Project schedule timeline is outlined below. Within 30 days following the Agreement's execution, Mueller Systems will coordinate with the City to develop a detailed Project schedule. Milestone Complete Date Complete Contract signature NTP (notice to proceed) Kickoff meeting and Schedule NTP +30 days Project Closure NTP + 36 Months 17 Scope of Work - City of Newport 11. Training Introduction to the Mueller Systems Advanced Metering Infrastructure class describes the advantages of using an AMI system. The class covers the Mi.Net engineered system and its components. The Mi.Net User Interface is described in detail including creating reports, setting up alerts, generating on demand reads, and billing interface. Training shall be provided to ensure competency of City designated staff to provide for system operation and functionality. Mueller Systems shall provide training and assess staff competency throughout the training process and provide feedback and direction regarding ongoing training requirements throughout the implementation. 3 Training days total included within this scope of work. Reference Training Plan located in Attachment 7. 12. System Acceptance Endpoint Acceptance: 16. During full deployment, meters and nodes will be considered accepted in groups defined by the Project team as they have been completed and passed the EAP. 13. 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F k 7, 11_ ) Al CL 19 17 13 *9 rL Cc En uU 13h En FL -,5 =1 42 kq 13 tL e 13 r. it i Fa Ch QQk El 4 ta rL in ka c qj lu iA 0 NPtj ntj L, a 1 11 V Ll Yl C3 L EL 13 ru iu Ch M 0 C u R E I � �n ir yy fG 95 cryo�.y V 0 C u v a �y a n 4 � 9 9 4 4 ni 8 33 Q TK C u 4 C! w 4� 44 4,. 4 u iJ ,n y 4 ' C�+ U 93 eIru o � c r v �n 4 E ;y M z lu ce z w w w Q u LU co O a LU z U- 0 V CO 2 LLIF- U) w W J W W U) Q U a Q W F- D F- U) 9 z W F- W W F - Q O F - Q W U Z Q z W F - z R 2 08 z O H Q J Q F- Z Z W 2 V a F- F - Q O 0 W IL O Q H m x W Z W 2 W W C� Q Z Q J a W z a W C.) L) Q F - z_ O CL 0 Z W 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 test duration 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]) 32 M.Nefl * 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/NIDNI. 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 orthe 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. 33 FM'i.Net The EAP test procedure can be applied to the entire population or may be applied to a subset of meters based on network layout, geographic region, or meter reading routes as mutually agreed upon by Mueller Systems and the Utility. 34 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 35 ATTACHMENT 5: SCHEDULE OF VALUES Invoicing will occur monthly at a minimum. Milestones for payments are as follows: Item Milestone & Method of Verification Comments Hardware/ Products (meters, Invoiced upon Delivery nodes, collectors, etc.) Annual MiHost software hosting Invoiced annually fee Annual Handheld Maintenance One-year anniversary of date of City's acceptance Annual Collector Maintenance One-year anniversary of date of City's acceptance Professional Services fees Invoiced monthly increments. Fee spread evenly over Project duration established during Project Kick Off Meeting. Meter/endpoint installation Device installed and has reported to MiHost Collector and repeater Installation complete reporting installation to MiHost Training Completion of training and verified by sign in sheet Propagation Study Signature of Final Network Design by both parties Collector Backhaul Fees Installation complete reporting to MiHost Change Orders Fulfilment of the elements Review of invoice and satisfactory contained within the change completion of the elements order and invoiced to the City within the change order. 36 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 ATTACHMENT 6: UTILITY ROLES & RESPONSIBILITIES City of Newport Beach Personnel System Sponsor Overall executive sponsor of system (Project Provide resources Administrator) Remove obstacles Approves plans and budgets related to system Manage and coordinate Utility activity during deployment Project Manager Contractual compliance and resolution with MS program manager Internal communications related to project matters Schedule and resource planning Review and approval of System Test Plan System Operator Execution of System Test Plan and associated component tests (with MS) Review and approval of System Test Plan results Training and readiness to assume post deployment responsibilities Network Approval of network installation procedures and device locations Equipment Acceptance of network device installation Manager Field inspection of network installations 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 System Sponsor Overall executive sponsor of system (Project Provide resources Executive leadership Administrator) Remove obstacles Approves system plans and budgets System Operator Mi.Net® account management MS Office proficiency • Knowledge of utility billing system • Knowledge of utility operational practices • Understanding of RF systems • MS Office proficiency • Proficiency of meter installation, test procedures, and equipment • Proficiency with Software • Interface to billingsystem • Software testing/upgrades when necessary • Process owner for Mi. Net system operations (including fieldequipment) • System SME to customer service, IT and other internal stakeholders Network • Maintenance and operation of repeaters, Equipment collectors, field tools Manager • Field test/troubleshooting of meters/nodes Meter/Endpoint • Maintenance of meters/nodes Manager • Field test/troubleshoot of meters/nodes • Knowledge of utility billing system • Knowledge of utility operational practices • Understanding of RF systems • MS Office proficiency • Proficiency of meter installation, test procedures, and equipment • Proficiency with Software CITY OF NEWPORT BEACH AGREEMENT WITH MUELLER SYSTEMS AUTOMATED METER INFRASTRUCTURE (AMI) PURCHASE, INSTALLATION & MAINTENANCE AGREEMENT EXHIBIT A (SCOPE OF WORK) ATTACHMENT 7 TRAINING AGENDA 40 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 • Overview of different tabs • Viewing all water & electric accounts • Viewing individual accounts and detail • Creating reports • Changing passwords • Advanced search • Performing on -demand reads • Account Management — new, changes, closing, decommissioning Alerts Email Notification Billing Overview — file structure (uploads/downloads), billing cycle r Utility & Consumer Portals (Optional) Who Should Attend? Individuals responsible for monitoring meter readings, generating files for billing purposes and managing the overall utility system. Prerequisites: 41 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 o 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. 42 CITY OF NEWPORT BEACH AGREEMENT WITH MUELLER SYSTEMS AUTOMATED METER INFRASTRUCTURE (AMI) PURCHASE, INSTALLATION & MAINTENANCE AGREEMENT EXHIBIT A (SCOPE OF WORK) ATTACHMENT 8 Warranty Information 43 Appendix A Mueller Systems — Product Warranty Statement 1. Limited Warranty. Mueller Systems, LLC ("Mueller") warrants that, for the duration of the Warranty Period (defined below): (a) each product purchased from Mueller ("Product") will be free from defects in materials and workmanship under normal use, installation and service conditions; (b) the media on which any Software is furnished will be free of defects in materials and workmanship under normal use; and (c) any such Software will substantially conform to the applicable published Mueller functional specifications for such Software. Products will have a warranty period of the greater of (i) one (1) year from date of shipment or (ii) the applicable warranty period for a specific Product stated below in Section 6 ("Warranty Period"). 2. Exclusive Remedy. Mueller will, at its option, either repair or replace with an equivalent substitute a Product that is in breach of the foregoing warranty during the Warranty Period if Purchaser reports the breach to Mueller within sixty (60) days after Purchaser discovers the breach. At Mueller's request, Purchaser will ship the allegedly defective Product to a repair facility designated by Mueller at Purchaser's expense and risk. If Mueller, in its sole discretion, determines that the Product breached the applicable warranty, Mueller will ship the repaired or replaced Product to Purchaser at Mueller's expense and risk. If Mueller determines that it is unable to repair or replace such Product, it will, at Mueller's sole discretion provide a cash or credit refund to Purchaser. If Mueller repairs or replaces any such defective Product, the Warranty Period for the repaired or replaced Product will continue for the longer of (y) thirty (30) days, or (z) the remainder of the original Warranty Period. Mueller's warranty is subject to exclusions, as set forth in Section 3. This Section 2 sets forth Mueller's entire liability, and the Purchaser's exclusive remedy, for any alleged breach of warranty for any Products. 3. Exclusions. Mueller has no obligation under this Product Warranty Statement if (a) a Product has been subject to misuse, neglect or accident or has been damaged through abuse, alternation, installation or application inconsistent with AWWA guidelines or Mueller specifications, including but not limited to Mueller propagation studies, failure to follow Mueller's operation or maintenance instructions or negligence in transportation, handling, or storage, or repaired by anyone other than Mueller or its authorized personnel, (b) with respect to software, there has been a change to the software's operating environment not made or authorized by Mueller or if Purchaser fails to install any correction or enhancement provided by Mueller, or if a virus is introduced through no fault of Mueller, or (c) if any Product fails to satisfy the applicable warranty as a result of any force majeure event. Mueller's Product Return process can be found at www.muellersystemsreturns.com . 4. Important Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MUELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND 44 NON -INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. 5. Limitation on Liability. Mueller has no liability with respect to damage or destruction of property or the personal injury or death of persons resulting from defects in Products or from improper installation, use, maintenance or operation of any Products. In all cases, Mueller's liability shall not exceed the total amount paid by Purchaser to Mueller under this Order. 6. Product Warranties. The following provisions in this Section 6 modify the limited warranty in Section 1 with respect to the specific Products identified below: 45 Automated Meter Reading (AMR) / Advanced Metering Infrastructure (AMI) Products Product Description Warranty Period AMR / AMI Software These items of Software will One (1) year from date of shipment to Purchaser. perform in accordance with Mueller's published specifications for the duration of the Warranty Period. AMR / AMI Hardware — During the Warranty Period, One (1) year from date of shipment to Purchaser. unless otherwise expressly specified these Products will be free from herein defects in materials and workmanship. AMR / AMI Radio Modules — During the Warranty Period, Ten (10) years from date of shipment to Purchaser. AMI water module endpoints and these Products will be free from defects in Additionally, the unit is covered by a prorated warranty for AMR water module endpoints p materials and workmanship. u years eleven (11) through fifteen (15) at afifty-percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty-five-percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Encoder Register Products, Wall During the Warranty Period, Ten (10) years from date of shipment to Purchaser. Pads and Pit Pads. these Products will be free from defects in materials and Additionally, the unit is covered by a prorated warranty for workmanship. years eleven (11) through fifteen (15) at a fifty-percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty-five-percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Water Metering Products Product Description Warranty Period All Meter Products not otherwise During the Warranty Period, One (1) year from date of shipment to Purchaser. specified herein these Products will be free from defects in materials and workmanship. Remote Disconnect Meters (RDM) During the Warranty Period, Five (5) year warranty or two-thousand (2,000) actuations of valve and solenoid assembly these Products will be free from the valve, whichever comes first, from the date of shipment to defects in materials and Purchaser. workmanship. Bronze Maincases During the Warranty Period, these Twenty-Five (25) years from date of shipment to Purchaser. Products will be free from defects in materials and workmanship. Composite Maincases During the Warranty Period, these Fifteen (15) years from date of shipment to Purchaser. Products will be free from defects in materials and workmanship. 46 Standard registers for the above During the Warranty Period, these Ten (10) years from date of shipment to Purchaser. listed mechanical meters Products will be free from defects in materials and workmanship. 5/8" — Five (5) years from the date of shipment to Purchaser or the registration of 500,000 U.S. gallons, whichever comes first; 3/4" — Five (5) years from the date of shipment to Purchaser or the registration of 750,000 U.S. gallons, whichever comes first; 1" — Five (5) years from the date of shipment to Purchaser or the AWWA' New Meter Accuracy registration of 1,000,000 U.S. gallons, whichever comes first; 1-1/2" — Two (2) years from the date of shipment to Purchaser or the registration of 1,600,000 U.S. gallons, whichever comes first; 2" — Two (2) years from the date of shipment to Purchaser or the registration of 2,700,000 U.S. gallons, whichever comes first. Models 400 and 500 Series 5/8" — Fifteen (15) years from the date of shipment to Purchaser Meters or the registration of 1,500,000 U.S. gallons, whichever comes first; 3/4" — Fifteen (15) years from the date of shipment to Purchaser or the registration of 2,250,000 U.S. gallons, whichever comes first; AWWA Repaired Meter Accuracy 1" — Fifteen (15) years from the date of shipment to Purchaser or (AWWA M6 Manual) the registration of 3,000,000 U.S. gallons, whichever comes first; 1-1/2" — Ten (10) years from the date of shipment to Purchaser or the registration of 5,000,000 U.S. gallons, whichever comes first; 2" — Ten (10) years from the date of shipment to Purchaser or the registration of 8,000,000 U.S. gallons, whichever comes first. Model HbMAG electromagnetic During the Warranty Period, Two (2) years from date of shipment to Purchaser. cold -water meters these Products will be free from defects in materials and workmanship. Solid State Meters During the Warranty Period (ten (10) years from date of shipment to Purchaser) these Products will meet or exceed accuracy of +/- 1.5% between the specified minimum flow rate to the specified maximum. Additionally, the unit is covered by a prorated warranty for years eleven (11) through fifteen (15) at a fifty -percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty- five -percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units for the following sizes: 5/8" Meter 0.1 gpm to 20 gpm 5/8" x 3/4", 3/4" Short, and '/4" Long Meter 0.1 to 30 gpm 1" Meter 0.4 to 55 gpm 1 'h" Meter 0.25 to 100 gpm 2" Meter 1.5 to 160 gpm American Water Works Association ("AWWA") 47 EXHIBIT B SCHEDULE OF BILLING RATES Mueller Systems, LLC Page B-1 FULL DEPLOYMENT FEE SCHEDULE MS Part No. Category/ Item Quantity Unit Price Extended Price Sales Tax Description MS -G4 -AC -B -3G Collectors 14 S 4,000.00 S 56,000.00 S 4,340.00 Mi.Hub MS -G4 -AC -B -3G -R Tower Collector XXR 0 $ 4,975.00 $ - $ - Mi.Hub XXR MSW-NODE4-AC Repeater 13 $ 960.00 $ 12,480.00 $ 967.20 Mi.Repeater MS-H4-HH-INST-KIT RF installation hand-held 2 $ 4,800.00 $ 9,600.00 $ 744.00 Mi.Tech VOGB438 5/8" Meters 16917 $ 127.00 $ 2,148,459.00 5/8" X 3/4" 420 Bronze, PB, Solid State digital Reg with $ 166,505.57 1 Mi.node Radio VOHB238 3/4" Meters 4 S 160.00 $ 640.00 3/4" 435 Bronze, Solid State Digital Reg with Mi.node $ 49.60 Radio VOKS238 V Meters 7259 $ 180.00 $ 1,306,620.00 $ 101,263.05 1" 452 Bronze, Solid State Digital Reg with Mi.node radio WONBI38 1-1/'P' Meters (LOW FLOW) 478 $ 429.26 $ 205,186.28 1 1/2" 562 Bronze Meter with Solid State Reg and Mi.node $ 15,901.94 Radio Q9NS105M4 1-1/2" Meters (HIGH FLOW) 75 $ 455.27 $ 34,145.25 1 1/2" MVR 100 Bronze Meter 2 bolt flange in standard lay $ 2,646.26 length and Mi.node Radio WOPB138 2" Meters (LOW FLOW) 1139 $ 525.20 $ 598,202.80 $ 46,360.72 2" 572 Bronze Meter with Solid State Reg and Mi.node Q9PS105M4 2" Meters (HIGH FLOW) 305 $ 531.93 $ 162,238.65 2" MVR 160 Bronze Meter 2 bolt flange in standard lay $ 12,573.50 length and Mi.node Radio PARTS 3" Neptune Tru/Flo Compound Meters - Register 32 $ 258.82 $ 8,282.24 3" Neptune TruFlo Compound mpound E -Coder Retrofit Registers $ 641.87 w/3' Nicor Connector, CF PARTS 3" Neptune HPT Compound Meters - Register 11 $ 129.41 $ 1,423.51 3" Neptune HPT E -Coder Retrofit Register w/3' Nicor S 110.32 Connector, CF PARTS 4" Neptune Tru/Flo Compound Meters - Re 'sten 52 $ 258.82 $ 13,458.64 4" Neptune TruFlo Compound mpound E -Coder Retrofit Registers $ 1,043.04 w/3' Nicor Connector, CF PARTS 4" Neptune HPT Compound Meters - Register 9 $ 129.41 $ 1,164.69 4" Neptune HPT E -Coder Retrofit Register w/3' Nicor $ 90.26 Connector, CF PARTS 4" Neptune Proctectus III Compound Meters - Register 1 $ 258.82 $ 258.82 4" Neptune Protectus III E -Coder Retrofit Registers egisters 73' $ 20.06 Nicor Connector, CF PARTS 6" Neptune Tru/Flo Compound Meters - Register 13 $ 258.62 $ 3,362.06 6" Neptune Tr Flo Compound mpound E -Coder Retrofit Registers $ 260.56 w/3' Nicm Connector, CF PARTS 6" Neptune HPT Compound Meters - Register 3 $ 129.41 S 388.23 6" Neptune HPT E -Coder Retrofit Register w/3' Nicor $ 30.09 Connector, CF PARTS 6" Neptune Proctectus III Compound Meters - Register 2 $ 258.82 $ 517.64 6" Neptune Protectus IB E -Coder Retrofit Registers w/3' $ 40.12 Nicor Connector, CF PARTS 8" Neptune HPT Compound Meters - Register 7 $ 129.41 $ 905.87 8" Neptune HPT E -Coder Retrofit Register WY Nicor $ 70.20 Connector, CF PARTS 8" Neptune Proctectus III Compound Meters - Register 2 $ 258.82 $ 517.64 8" Neptune Protectus III E -Coder Retrofit Registers w/3' $ 40.12 Nicor Connector, CF PARTS 10,000 Meter Bushings 100001 $ 13.00 $ 130,000.00 $ 10,075.00 James Jones Meter Bushing Part NE -128H MSW-NODE4-1 P-05 Mi.node Radio w/ Nicor for Reg. Retro 757 $ 60.00 $ 45,420.00 $ 3,520.05 Mi.node 4 Radio with Nicor Connector MS-TTLM Through the Lid Mi.node Mounting Brackets 26286 $ 3.95 $ 103,829.70 $ 8,046.80 TTLM PARTS 3/4 " DFW Meter Lid NEWPORT -0 $ 30.88 $ 15X9X1-3/16 "C" GRAY TR NO HOOK - $ POLYMER LID PARTS V DFW Meter Lid 0 $ 40.73 $ 18XI I "C" GRAY TOUCH READ *NO HOOK - $ *NEWPORT* POLYMER LID PARTS 2" DFW Meter Lid 0 $ 71.78 S 15X9X1-3/16 "C" GRAY TR NO HOOK *NEWPORT* $ POLYMER LID 0 - Annual Millost Sojbvare Hosting Fee MSW-S-PH-ALL-IOK Annual AMI Hesdend Software Hosting Fee 1 $ 9,318.40 $ 9,318.40 $ Year I MSW -S -PH -ALL -20K Annual AMI Headend Software Hosting Fee 1 $ 27,955.20 $ 27,955.20 $ Year 2 MSW -S -PH -ALL -30K Annual AMI Headend Software Hosting Fee 1 $ 37,200.00 $ 37,273.60 $ Year 3 - Annual Handheld Maintenance g $ MS -H -M -YR Yearly Maintenance Charge for Handhelds 2 $ $ $ Year 1 MS -H -M -YR Yearly Maintenance Charge for Handhelds 2 $ 2,000.00 $ 4,000.00 $ Year MS -H -M -YR Yearly Maintenance Charge for Handhelds 2 $ 2,000.00 $ 4,000.00 $ Year 3 - Annual Collector Maintenance MS -G -M -YR Mi.Hub Collector Maintenance Charge 19 $ $ $ Year 1 MS -G -M -YR Mi.Hub Collector Maintenance Charge 19 $ 500.00 $ 9,500.00 $ Year 2 MS -G -M -YR Mi.Hub Collector Maintenance Charge 19 $ 500.00 $ 9,500.00 $ Year 3 - Professional Services Fee MS -PROJECT -50K Project Management 26624 $ 8.00 $ 172.701.00 $ 0 S S - Meted Endpoint Installation LABOR400 5/8" Meters - Change Out Labor 16917 $ 75.00 $ 1,268,775.00 $ Prevailing Wage Rate Priced at Residential Laborer Rate LABOR400 3/4" Meters - Change Out Labor 4 $ 75.00 $ 300.00 $ Prevailing Wage Rate Priced at Residential Laborer Rate LABOR400 I" Meters - Change Out Labor 7259 $ 75.00 $ 544,425.00 $ Prevailing Wage Rate Priced at Residential Laborer Rate LABOR -500 1-1/2" Meters - Change Out Labor 553 $ 365.00 $ 201,845.00 $ Prevailing Wage Rate Priced at Residential Laborer Rate LABOR -500 2" Meters - Change Out Labor 1444 S 365.00 $ 527,060.00 $ Prevailing Wage Rate Priced at Residential Laborer Rate LABOR -RETRO 3" Neptune Tru/Flo Compound Meters - Labor Register Retro 32 $ 158.81 $ 5,081.92 $ LABOR -RETRO 3" Neptune HPT Compound Meters - labor Re ister Retro 11 $ 158.81 $ 1,746.91 $ LABOR -RETRO 4" Neptune Tru/Flo Compound Meters - Labor Resister Retro 52 $ 158.81 $ 8,258.12 $ LABOR -RETRO 4" Neptune HPT Compound Meters - Labor Re ister Retro 9 $ 158.81 $ 1,429.29 $ LABOR -RETRO 4" Neptune Proctectus III Compound Meters - Labor Rcgister Retro 1 $ 158.81 $ 158.81 $ LABOR -RETRO 6" Neptune Tm/FIo Compound Meters - Labor Reeister Retro 13 $ 158.81 $ 2,064.53 $ LABOR -RETRO 6' Neptune HPT Compound Metas - Labor Re ista Retro 3 $ 158.81 $ 476.43 $ LABOR -RETRO 6" Neptune Proctectus IH Compound Metas - Labor Register Retro 2 $ 158.81 $ 317.62 $ LABOR -RETRO 8" Neptune HPT Compound Metas - Labor Re aster Retro 7 $ 158.81 $ 1,111.67 $ LABOR -RETRO 8" Neptune Proctectus III Compound Metas - Labor Register Retro 2 $ 158.81 $ 317.62 $ LABOR -RETRO 3/4 " DFW Meta Lid Installation - Labor 16921 $ 3.00 $ 50,763.00 $ LABOR -RETRO 1" DFW Meta Lid Installation - Labor 7259 $ 3.00 $ 21,777.00 $ LABOR -RETRO 2" DFW Meta Lid Installation - Labor 1972 $ 3.00 $ 5,916.00 $ LABOR -RETRO Meter Lid Drilling- Labor 0 $ 10.00 $ S 0 S $ - Collector and Repeater Installotlon LABOR COLLECTOR 3 Installation- Collectors - Labor 14 $ 1,500.00 $ 21,000.00 $ Mi.Hub Install LABOR REPEATER 3 Installation- Repeaters- Labor 13 $ 1,500.00 $ 19,500.00 $ Mi.Repeater Install LABOR COLLECTOR 4 Installation- Tower Collector - Labor 0 $ 11,945.00 $ $ Mi. Hub XXR Install 0 Training: '.'-F FF MS -T -TRAIN -DAY Training and Documentation 3 $ 3,000.00 $ 9,000.00 $ Recommended 3 days. Each additional day $3000 0 $ $ - Propagation StU4 MS -T -PROP Propagation Study 0 $ 4,500.00 S S 0 CoUwtor Backhaul Fees MS -CELLULAR Back Haul Services for Collectors 19 $ 500.00 $ 9,500.00 $ Year I MS -CELLULAR Back Haul Services for Collectors 191 $ 500.00 $ 9,500.00 $ Year 2 MS -CELLULAR Back Haul Services for Collectors 19 $ 500.00 $ 9,500.00 $ Year 3 0 $ $ - CIS Integration Fee MS -T -CIS -FILE AMI/MDMS System Integration 0 S 24,000.00 $ S Tyler/ MUNIS or other provider 0 S $ - Change Orders jor Other Water Meter Related Equipment $ $ - Echoshore DX, Acoustic Leak Detection Module 1 $ 807.00 $ - Echoshore DX, Basic Leak Monitoring Service 1 $ 50.04 S - Echoshore DX, Node Installation 1 $ 162.00 S - Remote Disconnect Meta 1 $ 297.00 $ Subtotal $ 7,837,173.14 MS -BONDING Bonding (2%) $ 156,743.46 TOTAL $ 7,993,916.60 EXHIBIT C REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION Mueller Systems, LLC Page C-1 REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170 APPENDIX A) I. Reporting Subawards and Executive Compensation. a. Reporting of first-tier subawards. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity (see definitions in paragraph e. of this award term). 2. Where and when to report. i. You must report each obligating action described in paragraph a.1. of this award term to http: //www. fsrs. gov. ii. For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.) What to report. You must report the information about each obligating action that the submission instructions posted at http.-Ilwww.fsrs.gov specify. b. Reporting Total Compensation of Recipient Executives. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if— i. the total Federal funding authorized to date under this award is $25,000 or more; ii. in the preceding fiscal year, you received— (A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www. sec. gov/answers/execomp. htm. ) 2. Where and when to report. You must report executive total compensation described in paragraph b. 1. of this award term: i. As part of your registration profile at http://www.ccr.go. ii. By the end of the month following the month in which this award is made, and annually thereafter. c. Reporting of Total Compensation of Subrecipient Executives. 1. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if i. in the subrecipient's preceding fiscal year, the subrecipient received— (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp htm.) 2. Where and when to report. You must report subrecipient executive total compensation described in paragraph c. 1. of this award term: i. To the recipient. ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. d. Exemptions If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report: i. Subawards, and ii. The total compensation of the five most highly compensated executives of any subrecipient. e. Definitions. For purposes of this award term: 1. Entity means all of the following, as defined in 2 CFR part 25: A Governmental organization, which is a State, local government, or Indian tribe; ii. A foreign public entity; iii. A domestic or foreign nonprofit organization; iv. A domestic or foreign for-profit organization; v. A Federal agency, but only as a subrecipient under an award or subaward to a non -Federal entity. 2. Executive means officers, managing partners, or any other employees in management positions. 3. Subaward: i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. .210 of the attachment to OMB Circular A-133, "Audits of States, Local Governments, and Non -Profit Organizations"). iii. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract. 4. Subrecipient means an entity that: i. Receives a subaward from you (the recipient) under this award; and ii. Is accountable to you for the use of the Federal funds provided by the subaward. 5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): i. Salary and bonus. ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non -equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. v. Above -market earnings on deferred compensation which is not tax -qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. EXHIBIT D INSURANCE REQUIREMENTS 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, volunteers, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount Mueller Systems, LLC Page D-1 not less than one million dollars ($1,000,000) combined single limit each accident. D. Cyber Liability. Contractor shall maintain cyber liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate covering (1) all acts, errors, omissions, negligence, infringement of intellectual property; (2) Network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or negligence in the handling of confidential information, privacy perils, including coverage for related regulatory defense and penalties; (3) Data breach expenses payable whether incurred by City or Contractor, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for City or on behalf of City hereunder. E. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance 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. Mueller Systems, LLC Page D-2 C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non- compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions Mueller Systems, LLC Page D-3 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 D-4 EXHIBIT E CITY OF NEWPORT BEACH BOND NO. CMS0334868 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 Eight Million One Hundred Fifty Thousand Dollars and 001100 ($8,150,000.00), lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Agreement; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the Work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorneys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 9100 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 9500 et seq. of the Civil Code of the State of California. Mueller Systems, LLC Page E-1 And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Agreement or to the Work or to the specifications. All warranty items in excess of one (1 ) year under the Agreement shall be direct pass- thru warranties which are the sole responsibility of Mueller Systems, LLC to the City of Newport Beach and shall not be covered under this Labor and Materials Payment Bond. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the 10th day of June , 20 20 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 APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:_ �J-7�2o7.0 { Autl orized Sd ure/Title ��FL1iLtr�� Authorized Agent Signature Frank Kinnett, Attorney -in -Fact (CA License #OE97688) Print Name and Title Aaron C. Harp OA City Attorney 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 off' G tori i CL County of j k -Val b }ss. On �s�,Ak.. 12- 20 ZO before me, 'n 02 Notary Public, personally appeared MI'CkXIW Cannit-Aham- -- __ who proved to me on the basis of-tatisfactory 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. M 11101:9 Signat al seal. ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Georgia County of DeKalb }ss. (seal) On June 10 20 20 before me, Danielle K. Ashby Notary Public, personally appeared Frank Kinnett who proved to me on the basis of satisfactory evidence to be the person(s) whose name($) 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 paragraph is true and correct.,��•o`'r�LE K ",,'i,', ifornia that the foregoing W ESS my han and official seal. 14 Signature Mueller Systems, LLC NO7ARy ISI AVBLIG 5 00.. •...:.... Gxix" Page E-3 '� VNTI. STATE OF CALIFORNIA DEPARTMENT OF INSURANCE N4 u s U 4 SAN FRANCISCO Amended Certificate of Authority THIS IS TO CERTIFY THAT, Pursuant to the Insurance Code of the State of California, RLI Insurance Company if Illinois organized under the laws of Illinois subject to its Articles of Incorporation or otherfundamental organizational documents, is hereby authorized to transact within the State, subject to all provisions of this Certificate, the following classes of insurance: Fire, Marine, Surety, Disability, Plate Glass, Liability, Workers' Compensation, Common Carrier Liability, Boiler and Machinery, Burglary, Credit, Sprinkler, Team and Vehicle, Automobile, Aircraft, and Miscellaneous as such classes are now or may hereafter be defined in the Insurance Laws of the State of California. THIS CERTIFICATE is expressly conditioned upon the holder hereof now and hereafter being in ,jell compliance with all, and not in violation oj'any, oj'the applicable laws and lawful requirements made under authority of the laws of the State of California as long as such laws or requirements are in effect and applicable, and as such laws and requirements now are, or may hereafter be changed or amended. IN WITNESS WHEREOF, effective as of the 21 s t day of December 2010 I have hereunto set my hand and caused my official seal to be affixed this 21st day f December 2010 Steve Poizner Insurance Commissioner ? RY Sgitn J. Stapp for Jest Huff pYAkx Chief Deputy NOTICE: Qualification with the Secretary of State must be accomplished as required by the California Corporations Code promptly after issuance of this Certificate of Authority. Failure to do so will be a violation of Insurance Code Section 701 and will be grounds for revoking this Certificate of Authority pursuant to the convenants made in the application therefor and the conditions contained herein. FORM Ca -3 osPoo 39391 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. iointly or severally in the City of Atlanta , State of Georgia its true and lawful Agent(s) and Attorney(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 6th day of August , 2019 . oF�O��`o PORgrs94yn C, = SE L0 State of Illinois l n t'�NO`,5 } SS County of Peoria ))) On this 6th day of August , 2019 before me, a Notary Public, personally appeared Barton W. Davis who being by me duly sworn, acknowledged that he signed the above Power of Attorney as the aforesaid officer of the RLI Insurance Company and/or Contractors Bonding and Insurance Company and acknowledged said instrument to be the voluntary act and deed of said corporation. By Gretchen L. Johnigk Notary Public RLI Insurance Company Contractors Bonding and Insurance Company By: V' / i aE., Barton W. Davis Vice President CERTIFICATE I, the undersigned officer of RLI Insurance Company and/or Contractors Bonding and Insurance Company, do hereby certify that the attached Power of Attorney is in full force and effect and is irrevocable; and furthermore, that the Resolution of the Company as set forth in the Power of Attorney, is now in force. In testimony whereof, I have hereunto set my hand and the seal of the RLI Insurance Com an and/or CoqjCactors Bonding and Insurance Company this day of DUAL..Z a. RLI Insurance Company Contractors Bonding and Insurance Company By: � - A4&U43 Jean MO tephenson V Corporate Secretary 1054448020211 A0058817 JOHNIGK. NOTARY PUBLIC 'OFFICIAL SEAL" 15TATEOF My Commission : ,.1....1.....1..11 _AA •. .... AAAA RLI Insurance Company Contractors Bonding and Insurance Company By: V' / i aE., Barton W. Davis Vice President CERTIFICATE I, the undersigned officer of RLI Insurance Company and/or Contractors Bonding and Insurance Company, do hereby certify that the attached Power of Attorney is in full force and effect and is irrevocable; and furthermore, that the Resolution of the Company as set forth in the Power of Attorney, is now in force. In testimony whereof, I have hereunto set my hand and the seal of the RLI Insurance Com an and/or CoqjCactors Bonding and Insurance Company this day of DUAL..Z a. RLI Insurance Company Contractors Bonding and Insurance Company By: � - A4&U43 Jean MO tephenson V Corporate Secretary 1054448020211 A0058817 EXHIBIT F CITY OF NEWPORT BEACH BOND NO. CMS0334868 FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ 91,280.00 , being at the rate of $ 11.20 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 Eight Million One Hundred Fifty Thousand Dollars and 00/100 ($8,150,000.00), lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Agreement, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the Work, covenants, conditions, and agreements in the Agreement Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by City, only in the event City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions of the Agreement or to the Work or to the specifications. Mueller Systems, LLC Page F-1 This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by City. All warranty items in excess of one (1) year under the Agreement shall be direct pass-thru warranties which are the sole responsibility of Mueller Systems, LLC to the City of Newport Beach and shall not be covered under this Faithful Performance Bond. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the 10th day of June 20 20 . 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 APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 7/ 7/�� rid ­Sig < Tz at (kV W Auth ure/Ti#le l Authorized Agent Signature Frank Kinnett, Attorney -in -Fact (CA License #OE97688) Print Name and Title By: ao �r.Aaron C. Harp b�.0� City Attorney NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BEA TTACHED Mueller Systems, LLC Page F-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 oP Gf-Or%i 0 - County of On 20 )-0 before me, Notary Public, personally appeared 1VtVU1eWe Gu.nr1 nc*%• I who proved to me on the basis of satis actory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h4nd apdo" seal. Signatu 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 Georgia County of DeKalb I ss. (seal) On June 10 20 20 before me, Danielle K. Ashby 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 of California that the foregoing paragraph is true and correct. M my hand and official seal. •°`c��,�-E K. qS'°•, Sal Signature IF_ Q,•'�`'pjY '�'; Q' m pU1310 Mueller Systems, LLC %,,9�8�°g'�.?... 0 -' Page F-3 STATE OF CALIFORNIA DEPARTMENT OF INSURANCE N4 u 8 U 4 SAN FRANCISCO Amended Certificate of Authority THIS IS TO CERTIFY THAT, Pursuant to the Insurance Code of the State of California, RLI Insurance Company Of Illinois organized under the laws of Illinois subject to its Articles of Incorporation or otherfundamental organizational documents, is hereby authorized to transact within the State, subject to all provisions of this Certificate, the following classes of insurance: Fire, Marine, Surety, Disability, Plate Glass, Liability, Workers' Compensation, Common Carrier Liability, Boiler and Machinery, Burglary, Credit, Sprinkler, Team and Vehicle, Automobile, Aircraft, and Miscellaneous as such classes are now or may hereafter be defined in the Insurance Laws of the State of California. THIS CERTIFICATE is expressly conditioned upon the holder hereof now and hereafter being in J4/1 compliance with all, and not in violation of any, oj'the applicable laws and lawful requirements made under authority of the laws of the State of California as long as such laws or requirements are in effect and applicable, and as such laws and requirements now are, or may hereafter be changed or amended. IN WITNESS WHEREOF, effective as of the 21st day of December 2010 I have hereunto set my hand and caused my official seal to be affixed this 21st day f December 2010 Steve Poizner Insurance Commissioner By S�afi J. Stapp for Jes 6 Huff v?Mj�x Chief Deputy NOTICE: Qualification with the Secretary of State must be accomplished as required by the California Corporations Code promptly after issuance of this Certificate of Authority. Failure to do so will be a violation of Insurance Code Section 701 and will be grounds for revoking this Certificate or Authority pursuant to the convenants made in the application therefor and the conditions contained herein. FORM Ca -3 OSP 0038391 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 Attorney(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 ( 525.000.000.00 ) 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 6th day of August 2019 . IMy ,,,...M ,,,,` 0�G.. %,, RLI Insurance Company , , 0CE ca"', Contractors Bonding and Insurance Company `,, �OQO,.DOPPORgrlcZ `" GOpPORgT�;'Z. y� /,/ / SEAL;,a, _ ,SEAL . Barton W. Davis Vice President State of Illinois l k;NO`,5, N 0�5``P``` } SS County of Peoria JJJ CERTIFICATE On this 6th day of August , 2019 , before me, a Notary Public, personally appeared Barton W. Davis , who being by me duly sworn, acknowledged that he signed the above Power of Attorney as the aforesaid officer of the RLI Insurance Company and/or Contractors Bonding and Insurance Company and acknowledged said instrument to be the voluntary act and deed of said corporation. By: _ t AL*i1 y 6*4p� Gretchen L. Johnigk I Notary Public I, the undersigned officer of RLI Insurance Company and/or Contractors Bonding and Insurance Company, do hereby certify that the attached Power of Attorney is in full force and effect and is irrevocable; and furthermore, that the Resolution of the Company as set forth in the Power of Attorney, is now in force. In testimony whereof, I have hereunto set my hand and the seal of the RLI Insurance Compan and/or Cont' ctors Bondin and Insurance Company this % day of k.'t O n . RLI Insurance Company Contractors Bonding and Insurance Company By: Arla� Jean MO tephenson V Corporate Secretary 10544480202/2 A0058817 4PUBLIC IMy commission Expires' ,:. \.............uuu 4 .........I I, the undersigned officer of RLI Insurance Company and/or Contractors Bonding and Insurance Company, do hereby certify that the attached Power of Attorney is in full force and effect and is irrevocable; and furthermore, that the Resolution of the Company as set forth in the Power of Attorney, is now in force. In testimony whereof, I have hereunto set my hand and the seal of the RLI Insurance Compan and/or Cont' ctors Bondin and Insurance Company this % day of k.'t O n . RLI Insurance Company Contractors Bonding and Insurance Company By: Arla� Jean MO tephenson V Corporate Secretary 10544480202/2 A0058817 EXHIBIT G END USER LICENSE AGREEMENT Mueller Systems, LLC Page G-1 MUELLER SYSTEMS MASTER AGREEMENT THIS MASTER AGREEMENT (this "Agreement") is entered into this (G day of J ctH LoLO between MUELLER SYSTEMS, LLC, a Delaware limited liability corporation having its principal offices at 10210 Statesville Blvd, Cleveland, North Carolina 27013 (referred to in this Agreement as "Mueller Systems" or "Provider"), and Gi ftse o e 1k AIrt Qtarit (referred to in this Agreement as "Customer"). This Agreement govenK the sale by Prokider and the purchase by Customer for its own use and not for resale of, as applicable, Equipment, Software, Documentation and other items related to advanced metrology infrastructure systems. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and terms and conditions of any other agreement or document, the terms and conditions of this Agreement shall govern and control and the conflicting or inconsistent terms and conditions are hereby rejected. In consideration of the mutual obligations set forth in this Agreement, Customer and Mueller Systems agree as follows: DEFINITIONS. a. "Content" means the information developed or legally acquired by Customer which may be used in connection with or accessed by any module of the Software. b. "Documentation" means the user guides, reference manuals, and installation materials provided by Provider to Customer related to the Software and Equipment. C. "Equipment" means the components, devices, products, equipment and related items provided by Provider identified in Appendix A. d. "Services" means activities related to deployment and installation services, repair services, hosting services and technical support/maintenance services as provided by Mueller Systems and as identified in Appendix B. e. "Software" means the object code versions of Mueller Systems' software identified in Appendix A, together with all subsequent authorized updates, replacements, modifications or enhancements. SOFTWARE a. Software on Equipment License. For Equipment purchased by Customer from Mueller Systems, Mueller Systems hereby grants Customer a limited, non-exclusive, non- sublicensable, non -transferable, perpetual, irrevocable license to use and execute the Software embedded in the Equipment for its internal business purposes in connection with such Equipment ("Firmware"). (102019) b. Online Software Access. Subject to the terms of this Agreement and the payment of the fees specified in Section 6a herein, Mueller Systems grants to Customer, for its internal business purposes and during the term of this agreement, a limited, non-exclusive, non- sublicensable, non -transferable right to access and use and make available to Customer's utility users, as applicable, and/or employees the online, hosted Software specified herein. C. Restrictions. Except as specifically and expressly permitted in writing by Mueller Systems, Customer shall not (i) violate any restriction set forth in this Agreement; (ii) modify, translate, de -compile, reverse compile, disassemble, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software; (iii) adapt the Software in any way for use to create a derivative work; or (iv) include or combine the Software in or with any other software. d. Ownership. This Agreement does not grant to Customer any ownership interest in the Software or Documentation. Customer has a license to use the Software and Documentation as provided in this Agreement. Customer hereby agrees and acknowledges that Mueller Systems owns all right, title, and interest in the Software and Documentation, and Customer will not contest those rights or engage in any conduct contrary to those rights. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from the Software and Documentation made by or at the direction of Customer shall be owned solely and exclusively by Mueller Systems, as shall all patent rights, copyrights, trade secret rights, trademark rights and all other proprietary rights, worldwide. e. Reservation. Mueller Systems reserves all rights not specifically granted under this Agreement. 3. EQUIPMENT In consideration of the fees set forth in Appendix D of this Agreement, Mueller Systems will provide the Equipment identified in Appendix A. 4. SERVICES In consideration of the fees set forth in Appendix D of this Agreement, Mueller Systems will provide the Services identified in Appendix B. 5. CONFIDENTIALITY The Software, Equipment and Documentation, including any ideas, concepts, know-how and technology contained therein, shall be considered the proprietary and confidential information of Mueller Systems and, as such, shall be subject to the confidentiality provisions of this Agreement. If a separate, written non -disclosure agreement exists between Mueller Systems and Customer, such agreement will control and will apply according to its terms and conditions to all confidential information the parties exchange with each other. If no separate, written non- disclosure agreement exists between Mueller Systems and Customer, the terms listed in Appendix C will apply to the confidential information the parties exchange with each other. FEES AND PAYMENT a. Software Fees. Customer shall pay the Software fees set forth in Appendix D of this Agreement. b. Equipment Fees. Customer shall pay the Equipment fees set forth in Appendix D of this Agreement. Title to the Equipment, except the Software and Documentation that are subject to licenses provided in this Agreement, passes from Mueller Systems to Customer when Mueller Systems ships the Equipment. C. Service Fees. Customer shall pay the Service fees set forth in Appendix D of this Agreement. d. Taxes. All prices and fees are in U.S. dollars unless otherwise specified. All amounts payable under this Agreement are exclusive of all sales, use, value-added, excise, property, withholding, and other taxes and duties. Customer will pay all taxes and duties assessed by any (10.2019) authority in connection with this Agreement and with Customer's performance hereunder. Customer will promptly reimburse Mueller Systems for any and all taxes or duties that Mueller Systems may be required to pay in connection with this Agreement or its performance. This provision does not apply to taxes based on Mueller Systems' income, or any taxes for which Customer is exempt, provided Customer has furnished Mueller Systems with a valid tax exemption certificate. e. Payment. Unless provided otherwise herein, Customer agrees to pay all amounts specified in Appendix D or otherwise due under this Agreement within thirty (30) days after the date of invoice. Past due amounts will shall bear interest from the due date until paid at a rate of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate permitted by law, whichever is less. All payments made under this Agreement shall be nonrefundable, except as specifically provided otherwise in this Agreement. TERM; TERMINATION a. Term. The term of this Agreement is one (1) year commencing upon the date of this Agreement. This Agreement will automatically renew for subsequent, successive one (1) year periods at the then -current Mueller Systems prices unless either party gives the other party written notice of its intent to not renew at least thirty (30) days prior to the expiration of the then current term. Mueller Systems may increase support fees at any time on thirty (30) days prior notice to Customer. Within such thirty (30) days, Customer may terminate the Agreement by providing written notice to Mueller Systems. b. Termination for Breach. If either party breaches this Agreement, and such breach is not cured within ten (10) days of the breach, after receiving written notice, the non -breaching party may terminate this Agreement, including all licenses provided herein, effective upon written notice to the other party. The breaching party agrees that if it breaches this Agreement, the non - breaching party will be entitled to injunctive or similar equitable relief and that the breaching party will not argue in any proceeding that its breach will not cause irreparable harm to the non - breaching party or that the non -breaching party can be adequately compensated for any such harm by any remedies other than by injunctive relief. C. Effect of Termination. Termination of this Agreement shall have the effect designated in Appendix B. d. Non -Exclusive Remedy. Termination of this Agreement or any license granted hereunder shall not limit the remedies otherwise available to either party, including injunctive relief. e. Survival. Unless otherwise stated herein, any provision that, by its nature or terms, is intended to survive the expiration or termination of this Agreement, will survive. 8. LIMITED WARRANTIES; REMEDIES a. Software. Subject to the exclusions herein, including those in Appendix A, Mueller Systems warrants that commencing from the date of shipment or provision to Customer and continuing for the period set forth in Appendix A (the "Warranty Period"), (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software will perform substantially in conformance with the applicable Documentation provided to Customer by Mueller Systems. Mueller Systems does not warrant that the Software will operate in combinations with other software, except as specified in the Documentation, that the Software will meet the Customer's requirements or that the operation of the Software will be uninterrupted or error -free. Customer assumes responsibility for taking adequate precautions against damages which could be caused by defects, interruptions or malfunctions in the Software or the hardware on which it is installed. Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the Software warranties set forth above shall be, at Mueller Systems' option, to either (x) repair or replace any Software containing an error or condition which is reported by Customer in writing to Mueller Systems which causes the Software not to conform with the warranty set forth herein; or (y) refund a pro -rated amount paid by Customer to Mueller Systems and terminate this Agreement and all licenses provided herein. b. Services. Mueller Systems warrants that all services provided by it to Customer under this Agreement shall be performed in a workmanlike manner. Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the (102019) Service warranties set forth above shall be the re - performance of the applicable non -conforming Service. C. Equipment. Subject to the exclusions herein, including those in Appendix A, Mueller Systems warrants to Customer that the Equipment will comply with provided specifications for the periods specified in Appendix A. Claims under this Section will be considered if submitted to Mueller Systems within sixty (60) days following the discovery of any noncompliant Equipment covered by this Agreement and provided Mueller Systems or its agents are permitted a commercially reasonable opportunity to examine and analyze the Equipment claimed to be noncompliant. Mueller Systems' entire obligation and Customer's exclusive remedy with respect to the Equipment warranties set forth herein, at Mueller Systems' option, is repair or replacement of any Equipment found noncompliant, subject to the terms and conditions herein, during the applicable warranty period after such Equipment is properly packaged and returned prepaid to Mueller Systems' designated service center. d. Costs. Any and all costs associated with uninstalling and shipping noncompliant Equipment and Software and installing replacement Equipment and Software will be the responsibility of Customer. e. Exclusions. The warranties provided by Mueller Systems shall not apply to Equipment and/or Software which: (i) have been altered, except with the express written consent, permission or instruction of Mueller Systems, (ii) have been used in conjunction with another product resulting in the defect, except for those third party products specifically approved by Mueller Systems, (iii) were other than the most current version of the Software (but only to the extent that any failure of the Software would have been avoided by the use of the most current version), (iv) have been damaged by improper environment, abuse, misuse, accident, negligence, act of God, excessive operating conditions, or unauthorized attachments or modifications, (v) have not been properly installed and operated in accordance with the Documentation, or as otherwise instructed by Mueller Systems, or (vi) any other exclusion set forth in any Appendix hereto. f. DISCLAIMERS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES AND REMEDIES STATED ABOVE ARE EXCLUSIVE AND NO OTHER WARRANTIES OR REMEDIES EXPRESS, IMPLIED OR STATUTORY, APPLY TO THE DOCUMENTATION, THE SOFTWARE, THE EQUIPMENT OR ANY SERVICES TO BE PROVIDED BY MUELLER SYSTEMS UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF TITLE, NON - INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR PERFORMANCE, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH MUELLER SYSTEMS EXPRESSLY DISCLAIMS. 9. INDEMNIFICATION. Mueller Systems will indemnify and defend Customer from any third party claim that the Software and Equipment infringe on another person's or company's patent, copyright or other intellectual property right as specified in this Section. This indemnity does not cover and specifically excludes (a) intellectual property rights recognized in countries and jurisdictions other than the United States, and (b) claims relating to infringement of intellectual property rights by a third party's products and software. Mueller Systems has no obligation under this Section for any claim to the extent it results from or arises out of Customer's modification of the Equipment or Software or from any combination, operation or use of the Software or Equipment with other third party products or services. Mueller Systems' duty to indemnify under this Section is contingent upon Mueller Systems receiving prompt notice of a claim and Mueller Systems' right to solely control resolution of a claim. Customer's sole remedy for an indemnified claim under this Section is as follows: Mueller Systems will, at its expense and in its discretion either (a) resolve the claim in a way that permits Customer's continued ownership and use of the affected Software and Equipment, (b) provide a comparable, non - infringing replacement at no cost to Customer, or (c) accept return of the Software and Equipment, provide a reasonable depreciated refund and terminate this Agreement and all licenses herein. This Section is the exclusive statement of Mueller Systems' liability and responsibility for indemnifying Customer for infringement of intellectual property rights 4 (102019) 10. LIMITATION OF LIABILITY. a. MUELLER SYSTEMS' MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE TOTAL AMOUNT PAID FOR THE SOFTWARE, SERVICES, AND EQUIPMENT IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS AND WILL UNDER NO CIRCUMSTANCE EXCEED THE AMOUNT PAID BY CUSTOMER IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS FOR THE SOFTWARE, SERVICES AND EQUIPMENT PROVIDED BY MUELLER SYSTEMS UNDER THIS AGREEMENT. Some states do not allow the limitation and/or exclusion of liability for incidental or consequential damages, so the above limitation may not apply. b. The provisions of this Agreement allocate the risks between Customer and Mueller Systems. Mueller Systems' pricing reflects this allocation of risk and the limitations of liability specified herein. 11. NOTICE. All notices required to be given hereunder shall be in writing. Notice shall be considered delivered and effective upon receipt when sent by registered or certified mail, return receipt requested, addressed to the parties as set forth above. Either party, upon written notice, may change any name or address to which future notice shall be sent. 12. GENERAL. The Software will not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction. The rights and obligations of this Agreement are personal rights granted to the Customer only. The Customer may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. Any such purported transfer or assignment shall be null and void. Mueller Systems will be free of liability to the Customer where Mueller Systems is prevented from executing its obligations under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable. Any modification or amendment to any of the provisions of this Agreement will be in writing and signed by an authorized officer of each party. This Agreement does not create or imply any relationship in agency or partnership between the parties. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. The validity of this Agreement and the rights, obligations, and relationship of the parties resulting from same will be interpreted and determined in accordance with the law of the State of California, and applicable federal law, without regard to its choice of law provisions. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. If any provision of this Agreement is contrary to and in violation of any applicable law, such provision will be considered null and void to the extent that it is contrary to such law, but all other provisions will remain in effect. The waiver or failure of either party to exercise any right herein shall not be deemed a waiver of any further right hereunder. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior and contemporary agreements, understandings, and commitments between the parties regarding the subject matter of this Agreement. [Signatures Appear on the Following Page] (10.2019) EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. Customer By: Name (Print or Type) t �- /'Gf� �'► )Ctildk `'�y!/ Title Title APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date•,?�??__�_,____� By: a I, -, -,. frol.. Aaron C. Harp, City Attorney '° 6 (10.2019) Appendix A Mueller Systems — Product Warranty Statement 1. Limited Warranty. Mueller Systems, LLC ("Mueller") warrants that, for the duration of the Warranty Period (defined below): (a) each product purchased from Mueller ("Product") will be free from defects in materials and workmanship under normal use, installation and service conditions; (b) the media on which any Software is furnished will be free of defects in materials and workmanship under normal use; and (c) any such Software will substantially conform to the applicable published Mueller functional specifications for such Software. Products will have a warranty period of the greater of (i) one (1) year from date of shipment or (ii) the applicable warranty period for a specific Product stated below in Section 6 ("Warranty Period"). 2. Exclusive Remedy. Mueller will, at its option, either repair or replace with an equivalent substitute a Product that is in breach of the foregoing warranty during the Warranty Period if Purchaser reports the breach to Mueller within sixty (60) days after Purchaser discovers the breach. At Mueller's request, Purchaser will ship the allegedly defective Product to a repair facility designated by Mueller at Purchaser's expense and risk. If Mueller, in its sole discretion, determines that the Product breached the applicable warranty, Mueller will ship the repaired or replaced Product to Purchaser at Mueller's expense and risk. If Mueller determines that it is unable to repair or replace such Product, it will, at Mueller's sole discretion provide a cash or credit refund to Purchaser. If Mueller repairs or replaces any such defective Product, the Warranty Period for the repaired or replaced Product will continue for the longer of (y) thirty (30) days, or (z) the remainder of the original Warranty Period. Mueller's warranty is subject to exclusions, as set forth in Section 3. This Section 2 sets forth Mueller's entire liability, and the Purchaser's exclusive remedy, for any alleged breach of warranty for any Products. 3. Exclusions. Mueller has no obligation under this Product Warranty Statement if (a) a Product has been subject to misuse, neglect or accident or has been damaged through abuse, alternation, installation or application inconsistent with AWWA guidelines or Mueller specifications, including but not limited to Mueller propagation studies, failure to follow Mueller's operation or maintenance instructions or negligence in transportation, handling, or storage, or repaired by anyone other than Mueller or its authorized personnel, (b) with respect to software, there has been a change to the software's operating environment not made or authorized by Mueller or if Purchaser fails to install any correction or enhancement provided by Mueller, or if a virus is introduced through no fault of Mueller, or (c) if any Product fails to satisfy the applicable warranty as a result of any force majeure event. Mueller's Product Return process can be found at www.muellersystemsreturns.com . 4. Important Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MUELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. 5. Limitation on Liability. Mueller has no liability with respect to damage or destruction of property or the personal injury or death of persons resulting from defects in Products or from improper installation, use, maintenance or operation of any Products. In all cases, Mueller's liability shall not exceed the total amount paid by Purchaser to Mueller under this Order. 6. Product Warranties. The following provisions in this Section 6 modify the limited warranty in Section I with respect to the specific Products identified below: (10.2019) Automated Meter Reading (AMR) / Advanced Metering Infrastructure (AMI) Products Product Description Warranty Period AMR / AMI Software These items of Software will One (1) year from date of shipment to Purchaser. perforin in accordance with Mueller's published specifications for the duration of the Warranty Period. AMR / AMI Hardware — During the Warranty Period, these One (1) year from date of shipment to Purchaser. unless otherwise expressly specified Products will be free from defects herein in materials and workmanship. AMR / AMI Radio Modules — During the Warranty Period, these Ten (10) years from date of shipment to Purchaser. AMI water module endpoints and Products will be free from defects in materials and workmanship. Additionally, the unit is covered by a prorated warranty for years AMR water module endpoints eleven (11) through fifteen (15) at a fifty -percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty- five -percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Encoder Register Products, Wall Pads During the Warranty Period, these Ten (10) years from date of shipment to Purchaser. and Pit Pads. Products will be free from defects in materials and workmanship. Additionally, the unit is covered by a prorated warranty for years eleven (11) through fifteen (15) ata fifty -percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty- five -percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units. Water Metering Products Product Description Warranty Period All Meter Products not otherwise During the Warranty Period, these One (1) year from date of shipment to Purchaser. specified herein Products will be free from defects in materials and workmanship. Remote Disconnect Meters (RDM) During the Warranty Period, these Five (5) year warranty or two -thousand (2,000) actuations of the valve and solenoid assembly Products will be free from defects valve, whichever comes first, from the date of shipment to in materials and workmanship. Purchaser. Bronze Maincases During the Warranty Period, these Twenty -Five (25) years from date of shipment to Purchaser. Products will be free from defects in materials and workmanship. Composite Maincases During the Warranty Period, these Fifteen (15) years from date of shipment to Purchaser. Products will be free from defects in materials and workmanship. Standard registers for the above listed mechanical meters (10.2019) During the Warranty Period, these Ten (10) years from date of shipment to Purchaser. Products will be free from defects in materials and workmanship. (10 2019) ' American Water Works Association ("AWWA") 5/8" — Five (5) years from the date of shipment to Purchaser or the registration of 500,000 U.S. gallons, whichever comes first; 3/4" — Five (5) years from the date of shipment to Purchaser or the registration of 750,000 U.S. gallons, whichever comes first; 1" — Five (5) years from the date of shipment to Purchaser or the AWWA' New Meter Accuracy registration of 1,000,000 U.S. gallons, whichever comes first; 1-1/2" — Two (2) years from the date of shipment to Purchaser or the registration of 1,600,000 U.S. gallons, whichever comes first; 2" — Two (2) years from the date of shipment to Purchaser or the registration of 2,700,000 U.S. gallons, whichever comes first. Models 400 and 500 Series Meters 5/8" — Fifteen (15) years from the date of shipment to Purchaser or the registration of 1,500,000 U.S. gallons, whichever comes first; 3/4" — Fifteen (15) years from the date of shipment to Purchaser or the registration of 2,250,000 U.S. gallons, whichever comes first; AWWA Repaired Meter Accuracy 1" — Fifteen (15) years from the date of shipment to Purchaser or (AWWA M6 Manual) the registration of 3,000,000 U.S. gallons, whichever comes first; 1-1/2" — Ten (10) years from the date of shipment to Purchaser or the registration of 5,000,000 U.S. gallons, whichever comes first; 2" — Ten (10) years from the date of shipment to Purchaser or the registration of 8,000,000 U.S. gallons, whichever comes first. Model HbMAG electromagnetic cold- During the Warranty Period, these Two (2) years from date of shipment to Purchaser. water meters Products will be free from defects in materials and workmanship. Solid State Meters During the Warranty Period (ten (10) years from date of shipment to Purchaser) these Products will meet or exceed accuracy of +/- 1.5% between the specified minimum flow rate to the specified maximum. Additionally, the unit is covered by a prorated warranty for years eleven (11) through fifteen (15) at a fifty -percent (50%) discount, and years sixteen (16) through twenty (20) at a twenty -five - percent (25%) discount from the date of shipment to Purchaser. All discounts will be calculated on the then current published price of the original product. All prorated warranty discounts are to be used towards the purchase of replacement units for the following sizes: 5/8" Meter 0.1 gpm to 20 gpm 5/8" x'/4",'/4" Short, and '/4" Long Meter 0.1 to 30 gpm 1" Meter 0.4 to 55 gpm 1 ''/2" Meter 0.25 to 100 gpm 2" Meter 1.5 to 160 gpm (10 2019) ' American Water Works Association ("AWWA") Appendix B Services Software Services and Support Obligations a. "Update" to the Software means a subsequent release of the Software that Provider makes generally available to its current customers for the Software. Updates include changes and corrections to the Software as are required to keep the Software in substantial conformance with the applicable Documentation and that are created by Provider as corrections for defects in the Software. Updates shall not include any release, option or future product that Provider licenses separately. Provider shall in its sole discretion determine the nature, content, timing and release of any Updates. b. Web -based support, consisting of information on the most current release of the Software through Provider's web site. C. Phone support in the form of advice and counsel via telephone regarding Customer's use of the most current release of the Software, as well as Customer's connectivity and ability to access Content. Phone Support is provided from 8:00 AM to 7:00 PM Eastern Time, Monday through Thursday and 8:00 AM to 5:00 PM Eastern Time on Fridays. All hours and days exclude recognized U.S. holidays observed by Mueller Systems. 2. Software Hosting Services a. Except as specifically permitted in this Agreement, Customer shall have web -based access the Software hosted by Provider pursuant to this Agreement. b. Provider shall provide Customer with access and related hosting services to the Software installed on Provider's servers. Provider will also install the Content provided by Customer. Provider will define the appropriate performance specifications and will host the server at a Provider's location. Provider will monitor and perform routine maintenance on the server, and if the server is not operating properly, will make a good faith effort to operate Customer's system on a backup server, if available. Access to Customer's server is restricted to authorized Provider information technology and support personnel only. Differential and full server backups are performed when reasonably practicable. C. Customer shall be responsible for installing, operating and maintaining the equipment, software, and/or facilities at Customer location recommended by Provider for effective access to and use of the Software installed on Mueller Systems server. Customer shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment at Customer's location necessary for accessing the Software. d. Upon termination, for any reason, of the Agreement or any license(s) granted herein, Provider shall immediately cease providing access to the Software and Hosting Services. Customer shall (i) immediately stop access and use of all such Provider confidential information (including Software); (ii) shall return all copies of the Software, Documentation, and any Provider confidential information to Provider; and (iii) delete all Software, Documentation, and other confidential information off of any and all storage media possessed or controlled by Customer. Customer shall provide Provider with written certification signed by an officer of Customer that Customer has complied with the provisions of this Section. Customer shall immediately pay all amounts due to Provider. (10.2019) Appendix C Confidential Information For purposes of this Attachment, "party" or "parties" shall mean Provider and Customer, including their respective subsidiaries and affiliates who are providing information under this Agreement. The parties agree to maintain confidential information as follows: 1. Definition of Confidential Information. The parties understand and agree that confidential information is any and all current and future Equipment, Documentation and/or Software information, roadmap, technical or financial information, customer names, addresses and related data, contracts, practices, procedures and other business information, including software reports, strategies, plans, documents, drawings, machines, tools, models, patent disclosures, samples, materials and requests for proposals that may be disclosed between the parties, whether written, oral, electronic or otherwise, however and wherever acquired ("Confidential Information"). Confidential Information excludes any information which would otherwise fall in the definitions above, but which was (a) known to the recipient of the information ("Recipient") before receipt from the disclosing party; (b) publicly available through no fault of Recipient; (c) rightly received by Recipient from a third party without a duty of confidentiality; (d) disclosed by disclosing party to a third party without a duty of confidentiality on the third party; (e) independently developed by Recipient without breach of this or any other confidentiality agreement; or (f) disclosed by Recipient after prior written approval from the disclosing party. 2. Obligations of Confidentiality and Remedies. Recipient agrees, to the extent allowed by law, including but not limited to the California Public Records Act, to protect the disclosing party's Confidential Information with the same degree of care, but no less than a reasonable degree of care, as Recipient uses with respect to its own Confidential Information. Neither party has any obligation to exchange Confidential Information. Both parties acknowledge and agree that the disclosure of the other party's Confidential Information could cause irreparable harm. Therefore, an injured party is entitled to applicable equitable relief, including injunctions, in addition to other remedies, for such wrongful disclosure of Confidential Information. In addition, disclosure of Confidential Information required by a government body or court of law is not a violation of this Section if the Recipient gives prompt notice of the required disclosure to the disclosing party. 3. Term of Confidentiality Obligations. Recipient's duty to protect Confidential Information expires three (3) years from the date of disclosure of the particular Confidential Information. 4. No Warranties on Confidential Information. Neither party warrants or guarantees the accuracy of any Confidential Information transferred between the parties. (10.2019) Appendix D - I Annual MiHost Sopvare Hosting Fee PUMMY ',I Unit Plice I Extended Plice NISW-S-PH-ALL-30K Annual CNE Headend Software Hosting Fee 1 S 37-100.00 S 37.?,_.66 XIS -H -NI -IR 1 Yearly Maintenance Charge for Handhelds 2 S 2:000.00 S 4-000.001 NMS -G -'\l -IR I \R -Hub Collector'Maintenance Charge I 19I S 500.00 I S 9.500.00 I * Years 1-3 Fees are as stated in Exhibit B. Years 4-5 are as provided in this Appendix D. EXHIBIT H PREVAILING WAGE CODES Mueller Systems, LLC Page H-1 Exhibit H California Labor Code Section 1771 Except for public works projects of one thousand dollars ($1,000) or less, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the public work is performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in this chapter, shall be paid to all workers employed on public works. This section is applicable only to work performed under contract and is not applicable to work carried out by a public agency with its own forces. This section is applicable to contracts let for maintenance work. Section 1775 (a) (1) The contractor and any subcontractor under the contractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates as determined by the director for the work or craft in which the worker is employed for any public work done under the contract by the contractor or, except as provided in subdivision (b), by any subcontractor under the contractor. (2) (A) The amount of the penalty shall be determined by the Labor Commissioner based on consideration of both of the following: (i) Whether the failure of the contractor or subcontractor to pay the correct rate of per diem wages was a good faith mistake and, if so, the error was promptly and voluntarily corrected when brought to the attention of the contractor or subcontractor. (ii) Whether the contractor or subcontractor has a prior record of failing to meet its prevailing wage obligations. (B) (i) The penalty may not be less than forty dollars ($40) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, unless the failure of the contractor or subcontractor to pay the correct rate of per diem wages was a good faith mistake and, if so, the error was promptly and voluntarily corrected when brought to the attention of the contractor or subcontractor. (ii) The penalty may not be less than eighty dollars ($80) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, if the contractor or subcontractor has been assessed penalties within the previous three years for failing to meet its prevailing wage obligations on a separate contract, unless those penalties were subsequently withdrawn or overturned. (iii) The penalty may not be less than one hundred twenty dollars ($120) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, if the Labor Commissioner determines that the violation was willful, as defined in subdivision (c) of Section 1777.1. (C) If the amount due under this section is collected from the contractor or subcontractor, any outstanding wage claim under Chapter 1 (commencing with Section 1720) of Part 7 of Division 2 against that contractor or subcontractor shall be satisfied before applying that amount to the penalty imposed on that contractor or subcontractor pursuant to this section. (D) The determination of the Labor Commissioner as to the amount of the penalty shall be reviewable only for abuse of discretion. (E) The difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the contractor or subcontractor, and the body awarding the contract shall cause to be inserted in the contract a stipulation that this section will be complied with. (b) If a worker employed by a subcontractor on a public works project is not paid the general prevailing rate of per diem wages by the subcontractor, the prime contractor of the project is not liable for any penalties under subdivision (a) unless the prime contractor had knowledge of that failure of the subcontractor to pay the specified prevailing rate of wages to those workers or unless the prime contractor fails to comply with all of the following requirements.- (1) equirements:(1) The contract executed between the contractor and the subcontractor for the performance of work on the public works project shall include a copy of the provisions of this section and Sections 1771, 1776, 1777.5, 1813, and 1815. (2) The contractor shall monitor the payment of the specified general prevailing rate of per diem wages by the subcontractor to the employees, by periodic review of the certified payroll records of the subcontractor. (3) Upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages, the contractor shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for work performed on the public works project. (4) Prior to making final payment to the subcontractor for work performed on the public works project, the contractor shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages to his or her employees on the public works project and any amounts due pursuant to Section 1813. (c) The Division of Labor Standards Enforcement shall notify the contractor on a public works project within 15 days of the receipt by the Division of Labor Standards Enforcement of a complaint of the failure of a subcontractor on that public works project to pay workers the general prevailing rate of per diem wages. Section 1776 (a) Each contractor and subcontractor shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct. (2) The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by his or her employees on the public works project. (b) The payroll records enumerated under subdivision (a) shall be certified and shall be available for inspection at all reasonable hours at the principal office of the contractor on the following basis: (1) A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or his or her authorized representative on request. (2) A certified copy of all payroll records enumerated in subdivision (a) shall be made available for inspection or furnished upon request to a representative of the body awarding the contract and the Division of Labor Standards Enforcement of the Department of Industrial Relations. (3) A certified copy of all payroll records enumerated in subdivision (a) shall be made available upon request by the public for inspection or for copies thereof. However, a request by the public shall be made through either the body awarding the contract or the Division of Labor Standards Enforcement. If the requested payroll records have not been provided pursuant to paragraph (2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by the contractor, subcontractors, and the entity through which the request was made. The public may not be given access to the records at the principal office of the contractor. (c) Unless required to be furnished directly to the Labor Commissioner in accordance with paragraph (3) of subdivision (a) of Section 1771.4, the certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement or shall contain the same information as the forms provided by the division. The payroll records may consist of printouts of payroll data that are maintained as computer records, if the printouts contain the same information as the forms provided by the division and the printouts are verified in the manner specified in subdivision (a). (d) A contractor or subcontractor shall file a certified copy of the records enumerated in subdivision (a) with the entity that requested the records within 10 days after receipt of a written request. (e) Except as provided in subdivision (f), any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by the awarding body or the Division of Labor Standards Enforcement shall be marked or obliterated to prevent disclosure of an individual's name, address, and social security number. The name and address of the contractor awarded the contract or the subcontractor performing the contract shall not be marked or obliterated. Any copy of records made available for inspection by, or furnished to, a multiemployer Taft -Hartley trust fund (29 U.S.C. Sec. 186(c)(5)) that requests the records for the purposes of allocating contributions to participants shall be marked or obliterated only to prevent disclosure of an individual's full social security number, but shall provide the last four digits of the social security number. Any copy of records made available for inspection by, or furnished to, a joint labor-management committee established pursuant to the federal Labor Management Cooperation Act of 1978 (29 U.S.C. Sec. 175a) shall be marked or obliterated only to prevent disclosure of an individual's social security number. (f) (1) Notwithstanding any other provision of law, agencies that are included in the Joint Enforcement Strike Force on the Underground Economy established pursuant to Section 329 of the Unemployment Insurance Code and other law enforcement agencies investigating violations of law shall, upon request, be provided nonredacted copies of certified payroll records. Any copies of records or certified payroll made available for inspection and furnished upon request to the public by an agency included in the Joint Enforcement Strike Force on the Underground Economy or to a law enforcement agency investigating a violation of law shall be marked or redacted to prevent disclosure of an individual's name, address, and social security number. (2) An employer shall not be liable for damages in a civil action for any reasonable act or omission taken in good faith in compliance with this subdivision. (g) The contractor shall inform the body awarding the contract of the location of the records enumerated under subdivision (a), including the street address, city, and county, and shall, within five working days, provide a notice of a change of location and address. (h) The contractor or subcontractor has 10 days in which to comply subsequent to receipt of a written notice requesting the records enumerated in subdivision (a). In the event that the contractor or subcontractor fails to comply within the 10 -day period, he or she shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Labor Standards Enforcement, these penalties shall be withheld from progress payments then due. A contractor is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section. (i) The body awarding the contract shall cause to be inserted in the contract stipulations to effectuate this section. (j) The director shall adopt rules consistent with the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code) and the Information Practices Act of 1977 (Title 1.8 (commencing with Section 1798) of Part 4 of Division 3 of the Civil Code) governing the release of these records, including the establishment of reasonable fees to be charged for reproducing copies of records required by this section. Section 1777.5 (a) (1) This chapter does not prevent the employment upon public works of properly registered apprentices who are active participants in an approved apprenticeship program. (2) For purposes of this chapter, "apprenticeship program" means a program under the jurisdiction of the California Apprenticeship Council established pursuant to Section 3070. (b) (1) Every apprentice employed upon public works shall be paid the prevailing rate of per diem wages for apprentices in the trade to which he or she is registered and shall be employed only at the work of the craft or trade to which he or she is registered. (2) Unless otherwise provided by a collective bargaining agreement, when a contractor requests the dispatch of an apprentice pursuant to this section to perform work on a public works project and requires the apprentice to fill out an application or undergo testing, training, an examination, or other preemployment process as a condition of employment, the apprentice shall be paid for the time spent on the required preemployment activity, including travel time to and from the required activity, if any, at the prevailing rate of per diem wages for apprentices in the trade to which he or she is registered. Unless otherwise provided by a collective bargaining agreement, a contractor is not required to compensate an apprentice for the time spent on preemployment activities if the apprentice is required to take a preemployment drug or alcohol test and he or she fails to pass that test. (c) Only apprentices, as defined in Section 3077, who are in training under apprenticeship standards that have been approved by the Chief of the Division of Apprenticeship Standards and who are parties to written apprentice agreements under Chapter 4 (commencing with Section 3070) of Division 3 are eligible to be employed at the apprentice wage rate on public works. The employment and training of each apprentice shall be in accordance with either of the following: (1) The apprenticeship standards and apprentice agreements under which he or she is training. (2) The rules and regulations of the California Apprenticeship Council. (d) If the contractor to whom the contract is awarded by the state or any political subdivision, in performing any of the work under the contract, employs workers in any apprenticeable craft or trade, the contractor shall employ apprentices in at least the ratio set forth in this section and may apply to any apprenticeship program in the craft or trade that can provide apprentices to the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. However, the decision of the apprenticeship program to approve or deny a certificate shall be subject to review by the Administrator of Apprenticeship. The apprenticeship program or programs, upon approving the contractor, shall arrange for the dispatch of apprentices to the contractor. A contractor covered by an apprenticeship program's standards shall not be required to submit any additional application in order to include additional public works contracts under that program. "Apprenticeable craft or trade," as used in this section, means a craft or trade determined as an apprenticeable occupation in accordance with rules and regulations prescribed by the California Apprenticeship Council. As used in this section, "contractor" includes any subcontractor under a contractor who performs any public works not excluded by subdivision (o). (e) Before commencing work on a contract for public works, every contractor shall submit contract award information to an applicable apprenticeship program that can supply apprentices to the site of the public work. The information submitted shall include an estimate of journeyman hours to be performed under the contract, the number of apprentices proposed to be employed, and the approximate dates the apprentices would be employed. A copy of this information shall also be submitted to the awarding body, if requested by the awarding body. Within 60 days after concluding work on the contract, each contractor and subcontractor shall submit to the awarding body, if requested, and to the apprenticeship program a verified statement of the journeyman and apprentice hours performed on the contract. The information under this subdivision shall be public. The apprenticeship programs shall retain this information for 12 months. (f) The apprenticeship program supplying apprentices to the area of the site of the public work shall ensure equal employment and affirmative action in apprenticeship for women and minorities. (g) The ratio of work performed by apprentices to journeymen employed in a particular craft or trade on the public work may be no higher than the ratio stipulated in the apprenticeship standards under which the apprenticeship program operates if the contractor agrees to be bound by those standards. However, except as otherwise provided in this section, in no case shall the ratio be less than one hour of apprentice work for every five hours of journeyman work. (h) This ratio of apprentice work to journeyman work shall apply during any day or portion of a day when any journeyman is employed at the jobsite and shall be computed on the basis of the hours worked during the day by journeymen so employed. Any work performed by a journeyman in excess of eight hours per day or 40 hours per week shall not be used to calculate the ratio. The contractor shall employ apprentices for the number of hours computed as above before the end of the contract or, in the case of a subcontractor, before the end of the subcontract. However, the contractor shall endeavor, to the greatest extent possible, to employ apprentices during the same time period that the journeymen in the same craft or trade are employed at the jobsite. When an hourly apprenticeship ratio is not feasible for a particular craft or trade, the Administrator of Apprenticeship, upon application of an apprenticeship program, may order a minimum ratio of not less than one apprentice for each five journeymen in a craft or trade classification. (i) A contractor covered by this section who has agreed to be covered by an apprenticeship program's standards upon the issuance of the approval certificate, or who has been previously approved for an apprenticeship program in the craft or trade, shall employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the applicable apprenticeship standards, but in no event less than the 1 -to - 5 ratio required by subdivision (g). Q) Upon proper showing by a contractor that he or she employs apprentices in a particular craft or trade in the state on all of his or her contracts on an annual average of not less than one hour of apprentice work for every five hours of labor performed by journeymen, the Administrator of Apprenticeship may grant a certificate exempting the contractor from the 1 -to -5 hourly ratio, as set forth in this section for that craft or trade. (k) An apprenticeship program has the discretion to grant to a participating contractor or contractor association a certificate, which shall be subject to the approval of the Administrator of Apprenticeship, exempting the contractor from the 1 -to -5 ratio set forth in this section when it finds that any one of the following conditions is met: (1) Unemployment for the previous three-month period in the area exceeds an average of 15 percent. (2) The number of apprentices in training in the area exceeds a ratio of 1 to 5. (3) There is a showing that the apprenticeable craft or trade is replacing at least one - thirtieth of its journeymen annually through apprenticeship training, either on a statewide basis or on a local basis. (4) Assignment of an apprentice to any work performed under a public works contract would create a condition that would jeopardize his or her life or the life, safety, or property of fellow employees or the public at large, or the specific task to which the apprentice is to be assigned is of a nature that training cannot be provided by a journeyman. (1) If an exemption is granted pursuant to subdivision (k) to an organization that represents contractors in a specific trade from the 1 -to -5 ratio on a local or statewide basis, the member contractors shall not be required to submit individual applications for approval to local joint apprenticeship committees, if they are already covered by the local apprenticeship standards. (m) (1) A contractor to whom a contract is awarded, who, in performing any of the work under the contract, employs journeymen or apprentices in any apprenticeable craft or trade shall contribute to the California Apprenticeship Council the same amount that the director determines is the prevailing amount of apprenticeship training contributions in the area of the public works site. A contractor may take as a credit for payments to the council any amounts paid by the contractor to an approved apprenticeship program that can supply apprentices to the site of the public works project. The contractor may add the amount of the contributions in computing his or her bid for the contract. (2) (A) At the conclusion of the 2002-03 fiscal year and each fiscal year thereafter, the California Apprenticeship Council shall distribute training contributions received by the council under this subdivision, less the expenses of the Department of Industrial Relations for administering this subdivision, by making grants to approved apprenticeship programs for the purpose of training apprentices. The grant funds shall be distributed as follows: (i) If there is an approved multiemployer apprenticeship program serving the same craft or trade and geographic area for which the training contributions were made to the council, a grant to that program shall be made. (ii) If there are two or more approved multiemployer apprenticeship programs serving the same craft or trade and county for which the training contributions were made to the council, the grant shall be divided among those programs based on the number of apprentices from that county registered in each program. (iii) All training contributions not distributed under clauses (i) and (ii) shall be used to defray the future expenses of the Department of Industrial Relations for the administration and enforcement of apprenticeship and preapprenticeship standards and requirements under this code. (B) An apprenticeship program shall only be eligible to receive grant funds pursuant to this subdivision if the apprenticeship program agrees, prior to the receipt of any grant funds, to keep adequate records that document the expenditure of grant funds and to make all records available to the Department of Industrial Relations so that the Department of Industrial Relations is able to verify that grant funds were used solely for training apprentices. For purposes of this subparagraph, adequate records include, but are not limited to, invoices, receipts, and canceled checks that account for the expenditure of grant funds. This subparagraph shall not be deemed to require an apprenticeship program to provide the Department of Industrial Relations with more documentation than is necessary to verify the appropriate expenditure of grant funds made pursuant to this subdivision. (C) The Department of Industrial Relations shall verify that grants made pursuant to this subdivision are used solely to fund training apprentices. If an apprenticeship program is unable to demonstrate how grant funds are expended or if an apprenticeship program is found to be using grant funds for purposes other than training apprentices, then the apprenticeship program shall not be eligible to receive any future grant pursuant to this subdivision and the Department of Industrial Relations may initiate the process to rescind the registration of the apprenticeship program. (3) All training contributions received pursuant to this subdivision shall be deposited in the Apprenticeship Training Contribution Fund, which is hereby created in the State Treasury. Upon appropriation by the Legislature, all moneys in the Apprenticeship Training Contribution Fund shall be used for the purpose of carrying out this subdivision and to pay the expenses of the Department of Industrial Relations. (n) The body awarding the contract shall cause to be inserted in the contract stipulations to effectuate this section. The stipulations shall fix the responsibility of compliance with this section for all apprenticeable occupations with the prime contractor. (o) This section does not apply to contracts of general contractors or to contracts of specialty contractors not bidding for work through a general or prime contractor when the contracts of general contractors or those specialty contractors involve less than thirty thousand dollars ($30,000). (p) An awarding body that implements an approved labor compliance program in accordance with subdivision (b) of Section 1771.5 may, with the approval of the director, assist in the enforcement of this section under the terms and conditions prescribed by the director. Section 1813 The contractor or subcontractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this article. In awarding any contract for public work, the awarding body shall cause to be inserted in the contract a stipulation to this effect. The awarding body shall take cognizance of all violations of this article committed in the course of the execution of the contract and shall report them to the Division of Labor Standards Enforcement. Section 1815 Notwithstanding the provisions of Sections 1810 to 1814, inclusive, of this code, and notwithstanding any stipulation inserted in any contract pursuant to the requirements of said sections, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay. Rosenbaum, Joshua From: Rosenbaum, Joshua Sent: Thursday, May 28, 2020 7:07 AM To: Mulvey, Jennifer Cc: Vukojevic, Mark; Catron, Steffen Subject: FW: Compliance Alert -Vendor Number FV00000057 Hi Jennifer, The email below is from Ebix, indicating insurance compliance by Mueller Systems LLC. Their contract /council item was postponed until June as a couple items needed to be ironed out. Thanks, Josh -----Original Message ----- From: Customer Service <customerservice@ebix.com> Sent: Wednesday, May 27, 2020 5:12 PM To: Rosenbaum, Joshua <jrosenbaum@newportbeachca.gov>; Insurance <insurance@newportbeachca.gov> Subject: Compliance Alert -Vendor Number FV00000057 [EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe. This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of insurance requirements. FV00000057 Mueller Systems, LLC Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.